What changed in this filing

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Item 9A. Controls and Procedures

2026-02-24 compared with 2025-02-27 · 228 added, 243 removed, 888 unchanged (35% of the section changed)

15 unchanged sentences

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the fourth quarter of 2024 that materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

The Company completed implementation of its new enterprise resource planning (“ERP”) system in 2025.

The new ERP system replaced our legacy consolidated financial accounting module and is designed to accurately maintain our financial records for reporting operating results.

Additionally, it introduces new warehouse management and manufacturing modules to support new business processes in our clinical manufacturing facility.

As a result of this implementation, we modified certain existing internal controls over financial reporting as well as implemented new controls and procedures related to new business processes.

The changes in processes and controls under the new ERP system were considered in our evaluation of the operating effectiveness of internal control over financial reporting.

Except for the implementation of the ERP system, t here were no changes in our internal control over financial reporting during the fourth quarter of 2025 that materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

Other Information.

7 unchanged sentences

Montalbano, CFA 60 Director

Andrew Lo, Ph.

Quake, D.Phil.

Hansen, Ph.D.

1 unchanged sentence

Véronique Lecault, Ph.D.

40 Chief Operating Officer and Director

41 Chief Technology Officer and Director

Andrew Booth 52 Chief Financial Officer

25 unchanged sentences

Montalbano has served as a member of our Board of Directors since November 2020 and is the Chair of our Audit Committee, a member of our Compensation Committee, and a member of our Nominating and Corporate Governance Committee.

Montalbano has served as a member of the Board of Directors of Aritzia Inc., a public fashion company, since July 2019, and he has served as a member of the Board of Directors and Audit Committee Chair for the Canada Pension Plan Investment Board, since February 2017.

Montalbano served as a member of the Board of Directors of Aritzia Inc., a public fashion company, from July 2019 to February 2025, has served as a member of the Board of Directors and Audit Committee Chair for the Canada Pension Plan Investment Board, since February 2017, and served as a member of the Board of Directors of Manulife Financial Corporation since February 2025.

Prior to his retirement, Mr.

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Montalbano is qualified to serve on our Board of Directors due to his leadership, experience as an entrepreneur, and financial expertise.

Andrew Lo, Ph.D.

Lo is the Charles E.

Harris Professor at the MIT Sloan School of Management, director of the MIT Laboratory for Financial Engineering, a principal investigator at the MIT Computer Science and Artificial Intelligence Laboratory, and an affiliated faculty member of the MIT Department of Electrical Engineering and Computer Science, and he has been an MIT faculty member since 1988.

He is also an external faculty member of the Santa Fe Institute and a research associate of the National Bureau of Economic Research.

Lo currently serves on the Board of Directors of BridgeBio Pharma, a clinical-stage biopharmaceutical company, and Atomwise, an AI-powered drug discovery company.

Lo holds a B.A.

in Economics from Yale University and a Ph.D.

in Economics from

Harvard University.

Lo’s qualifications to serve on our Board of Directors include his extensive experience as a professor specializing in healthcare finance and a leader at two premier educational institutions.

Quake, D.Phil.

Quake has served as a member of our Board of Directors since November 2025.

Quake has been a Professor at Stanford University since 2005 and is currently the Lee Otterson Professor of Bioengineering and Professor of Applied Physics.

Quake is a prolific inventor in the fields of DNA sequencing and microfluidic automation, and his innovations have led to the development of non-invasive prenatal tests and other diagnostic tools.

He currently serves on the Board of Directors of Tachyon Therapeutics, IgGenix Inc., Superfluid DX, ClearNote Health, Kanvas, and Mirvie.

He previously served on the Board of Directors of CM Life Sciences II/Somalogic from 2020 to 2022.

Quake holds a B.S.

in Physics and an M.S.

in Mathematics from Stanford University, and a D.Phil.

in Theoretical Physics from the University of Oxford.

We believe Dr.

Quake is qualified to serve on our Board of Directors

due to his extensive academic background in bioengineering and applied physics, his significant experience as an inventor and entrepreneur in the life sciences sector, and his leadership experience in major research organizations.

Hansen, Ph.D.

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Lecault is a co-founder and has served in various positions with us since November 2012.

Dr Lecault has been our Chief Operating Officer since January 2019 and a member of our Board of Directors since August 2018.

Lecault has also served as Vice President of our wholly owned biotechnology subsidiary, Lineage Biosciences Inc., since January 2018 and Director of our wholly owned biotechnology subsidiary, Trianni Inc., since November 2020.

Lecault has also served as a director of our wholly owned Australian biotechnology subsidiary, AbCellera Australia Pty.

Ltd., since September 2019.

Dr Lecault was our Chief Operating Officer from January 2019 to February 2025, and has served as our Chief Technology Officer since February 2025, and a member of our Board of Directors since August 2018.

Lecault received her Ph.D.

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Booth was at GE from 2004 to 2009.

Booth has also previously served as a member of the Board of Directors of various private companies in the life sciences sector.

Booth has also previously served and currently serves as a member of the Board of Directors of various private companies in the life sciences sector.

Booth holds an MBA from INSEAD, and a B.A.Sc.

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4.3 Description of Securities (incorporated by reference to Exhibit 4.3 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2020 filed on March 30, 2021).

Research Collaboration and License Agreement between the Registrant and Eli Lilly and Company, dated March 11, 2020 (incorporated by reference to Exhibit 10.2 of the Registrant’s Registration Statement on Form S-1, as amended (File No.

333-250838) filed on November 20, 2020).

Patent License Agreement between the U.S.

Department of Health and Human Services, as represented by National Institute of Allergy and Infectious Diseases and the Registrant, dated May 4, 2020 (incorporated by reference to Exhibit 10.3 of the Registrant’s Registration Statement on Form S-1, as amended (File No.

333-250838) filed on November 20, 2020).

License Agreement between the Board of Trustees of the Leland Stanford Junior University and Lineage Biosciences Inc., dated February 11, 2015 (incorporated by reference to Exhibit 10.4 of the Registrant’s Registration Statement on Form S-1, as amended (File No.

333-250838) filed on November 20, 2020) .

Amendment No.

1 to License Agreement between the Board of Trustees of the Leland Stanford Junior University and Lineage Biosciences Inc., dated March 22, 2017 (incorporated by reference to Exhibit 10.5 of the Registrant’s Registration Statement on Form S-1, as amended (File No.

333-250838) filed on November 20, 2020).

License Agreement between the University of British Columbia and the Registrant dated December 16, 2013 (incorporated by reference to Exhibit 10.6 of the Registrant’s Registration Statement on Form S-1, as amended (File No.

333-250838) filed on November 20, 2020).

Strategic Innovation Fund Agreement between the Registrant and her Majesty the Queen in right of Canada as represented by the Minister of Industry, dated April 11, 2020 (incorporated by reference to Exhibit 10.7 of the Registrant’s Registration Statement on Form S-1, as amended (File No.

9 unchanged sentences

333-250838) filed on December 7, 2020).

Seventh Amended and Restated Stock Option Plan, and form of award agreement thereunder (incorporated by reference to Exhibit 10.1 of the Registrant’s Curre nt Report on Form 10-Q , as amended (File No.

Seventh Amended and Restated Stock Option Plan, and form of award agreement thereunder (incorporated by reference to Exhibit 10.

2 of the Registrant’s Current Report on Form 10-Q, as amended (File No.

001-39781) filed on August 6, 2024).

9 unchanged sentences

333-250838) filed on December 7, 2020).

Contribution Agreement between the Registrant and his Majesty the King in right of the Province of British Columbia, as represented by the Ministry of Jobs, Economic Development and Innovation, dated May 23, 2023 (incorporated by reference to Exhibit 10.17 o f the Registrant's Annual Report on F o r m 10-K (File No.

Contribution Agreement between the Registrant and his Majesty the King in right of the Province of British Columbia, as represented by the Ministry of Jobs, Economic Development and Innovation, dated May 23, 2023 (incorporated by reference to Exhibit 10.17 of the Registrant's Annual Report on Form 10-K (File No.

001-39781) filed on February 20, 2024).

Strategic Innovation Fund Agreement between the Registrant and his Majesty the King in right of Canada as represented by the Minister of Industry, dated May 23, 2023 (incorporated by reference to Exhibit 10.1 8 o f the Registrant's Annual Report on F o r m 10-K (File No.

Strategic Innovation Fund Agreement between the Registrant and his Majesty the King in right of Canada as represented by the Minister of Industry, dated May 23, 2023 (incorporated by reference to Exhibit 10.18 of the Registrant's Annual Report on Form 10-K (File No.

001-39781) filed on February 20, 2024).

2 unchanged sentences

001-39781) filed on November 2, 2023).

Insider Trading Compliance Policy .

19.1 Insider Trading Compliance Policy (incorporated by reference to Exhibit 19.1 of the Registrant's Annual Report on Form 10-K for the year ended December 31, 2024 f iled on February 27 , 2025 .

Subsidiaries of the Registrant.

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97 AbCellera Biologics Inc.

Compensation Clawback Policy (incorporated by reference to Exhibit 97 of the Registrant's Annual Report on F o r m 10-K (File No.

Compensation Clawback Policy (incorporated by reference to Exhibit 97 of the Registrant's Annual Report on Form 10-K (File No.

001-39781) filed on February 20, 2024).

25 unchanged sentences

Véronique Lecault, Ph.D.

/s/ Andrew Lo Director February 27, 2025

Andrew Lo, Ph.D.

/s/ Stephen R.

Director February 24, 2026

Quake, D.Phil.

/s/ Michael Hayden Director February 24, 2026

4 unchanged sentences

Consolidated Balance Sheets as of December 31, 202 4 and 202 5

Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) for the Years ended December 31, 202 2 , 2 02 3 and 202 4

Consolidated Statements of Loss and Comprehensive Loss for the Years ended December 31, 202 3 , 202 4 , and 202 5

Consolidated Statements of Stockholders’ Equity for the Years ended December 31, 202 3 , 202 4 , and 202 5

2 unchanged sentences

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors

AbCellera Biologics Inc.:

To the Shareholders and Board of Directors of AbCellera Biologics Inc.

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of AbCellera Biologics Inc.

and subsidiaries (the Company) as of December 31, 2024 and 2023, the related consolidated statements of income (loss) and comprehensive income (loss), stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2024, and the related notes (collectively, the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2024, in conformity with U.S.

and subsidiaries (the Company) as of December 31, 2025 and 2024, the related consolidated statements of loss and comprehensive loss, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes (collectively, the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of operations and its cash flows for each of the years in the three-year period ended December 31, 2025, in conformity with U.S.

generally accepted accounting principles.

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(1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.

The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Evaluation of revenue recognition for certain research and development services

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The following are the primary procedures we performed to address this critical audit matter.

We evaluated the design and tested the operating effectiveness of an internal control related to the Company’s estimate of the percentage of completion of partially satisfied performance obligations.

For a selection of partially satisfied performance obligations, we (1) read the associated contracts with customers to gain an understanding of the nature of the work to be performed and to evaluate the Company’s method for measuring progress, (2) tested the Company’s estimate of the percentage of completion by comparing the Company’s prior period estimates to current period actual results to assess the Company’s ability to estimate accurately, and (3) inspected underlying documentation and compared them to the Company’s inputs and assumptions related to progress of work performed to date and the estimate of the remaining work required to satisfy the performance obligation.

We evaluated the design and tested the operating effectiveness of an internal control related to the Company’s estimate of the percentage of completion

of partially satisfied performance obligations.

For a selection of partially satisfied performance obligations, we (1) read the associated contracts with customers to gain an understanding of the nature of the work to be performed and to evaluate the Company’s method for measuring progress, (2) tested the Company’s estimate of the percentage of completion by comparing the Company’s prior period estimates to current period actual results to assess the Company’s ability to estimate accurately, (3) inspected underlying documentation and compared them to the Company’s inputs and assumptions related to progress of work performed to date and the estimate of the remaining work required to satisfy the performance obligation, and (4) performed sensitivity analysis over the estimate of the percentage of completion to assess the impact on revenues recognized.

Chartered Professional Accountants

We have served as the Company's auditor since 2017.

2 unchanged sentences

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors

AbCellera Biologics Inc.:

To the Shareholders and Board of Directors of AbCellera Biologics Inc.

Opinion on Internal Control Over Financial Reporting

2 unchanged sentences

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of income (loss), comprehensive income (loss), stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2024, and the related notes (collectively, the consolidated financial statements), and our report dated February 27, 2025 expressed an “ unqualified opinion on those consolidated financial statements”.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2025 and 2024, the related consolidated statements of loss, comprehensive loss, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes (collectively, the consolidated financial statements), and our report dated February 24, 2026 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

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Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Chartered Professional Accountants

Vancouver, Canada

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Operating lease liability 60,743 137,403

Deferred revenue 8,195 5,700

Deferred government contributions 149,893 174,453

Contingent consideration payable 4,913 —

Deferred tax liability 10,052 9,115

10 unchanged sentences

Accumulated other comprehensive loss ( 4,378 ) ( 4,234 )

Accumulated earnings 279,787 116,930

Accumulated earnings (deficit) 116,930 ( 29,482 )

Total shareholders' equity 1,056,084 966,904

2 unchanged sentences

AbCellera Biologics Inc.

Consolidated Statements of Income (Loss) and Comprehensive Income (Loss)

Consolidated Statements of Loss and Comprehensive Loss

(All figures in U.S.

3 unchanged sentences

Research fees $ 35,556 $ 26,284 $ 27,208

Licensing revenue 696 969 1,049

Milestone payments 1,500 1,500 1,000

Royalty revenue 443,026 — —

Licensing and royalty revenue 969 1,049 46,920

Total revenue 38,025 28,833 75,128

Operating expenses:

Royalty fees 66,436 — —

Research and development (1)

175,658 167,259 186,829

Sales and marketing (1)

11,270 14,180 12,779

General and administrative (1)

Sales, general, and administrative (1)

75,179 85,490 83,231

1 unchanged sentence

Total operating expenses 275,232 343,599 292,231

Income (loss) from operations 216,511 ( 237,207 ) ( 314,766 )

Loss from operations ( 237,207 ) ( 314,766 ) ( 217,103 )

Other (income) expense:

3 unchanged sentences

Total other income ( 63,178 ) ( 114,371 ) ( 39,508 )

Net earnings (loss) before income tax 239,099 ( 174,029 ) ( 200,395 )

Income tax (recovery) expense 80,580 ( 27,631 ) ( 37,538 )

Net earnings (loss) $ 158,519 $ ( 146,398 ) $ ( 162,857 )

Loss before income tax ( 174,029 ) ( 200,395 ) ( 177,595 )

Income tax recovery ( 27,631 ) ( 37,538 ) ( 31,183 )

Net loss $ ( 146,398 ) $ ( 162,857 ) $ ( 146,412 )

Foreign currency translation adjustment ( 329 ) ( 2,658 ) 144

Comprehensive income (loss) $ 156,848 $ ( 146,727 ) $ ( 165,515 )

Net earnings (loss) per share

Comprehensive loss $ ( 146,727 ) $ ( 165,515 ) $ ( 146,268 )

Net loss per share

Basic $ ( 0.51 ) $ ( 0.55 ) $ ( 0.49 )

11 unchanged sentences

Capital Accumulated

Earnings Accumulated

Earnings (Deficit) Accumulated

Comprehensive

Income (loss) Total

Shareholders'

2 unchanged sentences

Shares issued and restricted stock units (“RSUs”) vested under stock option plan 3,973,375 18,834 ( 17,250 ) – – 1,584

Stock-based compensation expense – – 49,481 – – 49,481

Stock-based compensation – – 64,184 – – 64,184

Foreign currency translation adjustment – – – – ( 329 ) ( 329 )

Net earnings – – – 158,519 – 158,519

Net loss – – – ( 146,398 ) – ( 146,398 )

Balances as of December 31, 2023 290,824,970 $ 753,199 $ 121,052 $ 279,787 $ ( 1,720 ) $ 1,152,318

Shares issued and restricted stock units (“RSUs”) vested under stock option plan 4,932,032 23,972 ( 22,272 ) – – 1,700

Stock-based compensation expense – – 64,184 – – 64,184

Stock-based compensation – – 67,581 – – 67,581

Foreign currency translation adjustment – – – – ( 2,658 ) ( 2,658 )

2 unchanged sentences

Shares issued and restricted stock units (“RSUs”) vested under stock option plan 4,843,708 25,170 ( 24,364 ) – – 806

Stock-based compensation expense – – 67,581 – – 67,581

Stock-based compensation – – 56,282 – – 56,282

Foreign currency translation adjustment – – – – 144 144

7 unchanged sentences

Cash flows from operating activities:

Net earnings (loss) $ 158,519 $ ( 146,398 ) $ ( 162,857 )

Cash flows from operating activities:

Net loss $ ( 146,398 ) $ ( 162,857 ) $ ( 146,412 )

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation of property and equipment 12,758 12,537 18,439

5 unchanged sentences

Changes in operating assets and liabilities:

Research fee and grant receivable ( 22,715 ) ( 45,933 ) ( 75,119 )

Accrued royalties receivable 129,171 9,273 —

Research fees and grants receivable ( 45,933 ) ( 75,119 ) ( 55,623 )

Income taxes (payable) receivable 30,464 6,651 ( 29,843 )

3 unchanged sentences

Other assets 18,253 5,954 17,148

Net cash provided by (used in) operating activities 277,360 ( 43,877 ) ( 108,556 )

Net cash used in operating activities ( 43,877 ) ( 108,556 ) ( 131,295 )

Cash flows from investing activities:

Purchases of property and equipment ( 76,947 ) ( 78,396 ) ( 42,772 )

Purchase of intangible assets ( 2,000 ) ( 560 ) —

Purchase of marketable securities ( 1,021,510 ) ( 765,086 ) ( 436,044 )

1 unchanged sentence

Receipt of grant funding 25,311 35,708 21,343

Distribution from equity accounted investees — — 30,113

Investment in and loans to equity accounted investees ( 13,690 ) ( 19,626 ) ( 7,137 )

Proceeds from repayment of loan from joint venture partner — — 33,268

Long-term investments and other assets ( 45,209 ) 10,927 ( 17,093 )

2 unchanged sentences

Payment of liability for in-licensing agreement and other ( 1,234 ) ( 729 ) ( 15,649 )

Proceeds from long-term liabilities and exercise of stock options 2,755 11,590 13,498

Net cash provided by (used in) financing activities ( 1,628 ) 10,356 12,769

Proceeds from long-term liabilities and other 11,590 13,498 29,731

Net cash provided by financing activities 10,356 12,769 14,082

Effect of exchange rate changes on cash and cash equivalents 589 ( 2,617 ) 1,097

13 unchanged sentences

Nature of operations

AbCellera Biologics Inc.’s (the “Company”) mission is to bring better antibody drugs to patients faster, solve long-standing problems, and transform how antibody drugs are discovered and developed.

The Company aims to bring antibody therapeutics from target to clinic by combining expertise, technologies, and infrastructure to build our capabilities for antibody drug discovery and development.

The Company uses its capabilities to develop its own pipeline of future antibody drugs and work with partners to build a large and diversified portfolio of royalty (and equivalent) stakes in future antibody drugs.

The Company partners with companies of all sizes - from innovative biotechnology companies to leading pharmaceutical companies - propelling programs to the clinic, together .

AbCellera Biologics Inc.’s (the “Company”) is a clinical-stage biotechnology company focused on discovering and developing antibody medicines for indications with high unmet medical need.

The Company aims to bring antibody drug candidates from target to clinic by combining expertise, technologies, and infrastructure for antibody drug discovery and development.

The Company uses its capabilities to develop its own pipeline of future antibody drugs and has a diversified portfolio of royalty (and equivalent) stakes in future antibody drugs with partners.

Basis of presentation

6 unchanged sentences

dollars and references to “C$” and “CAD” are to Canadian dollars.

Certain immaterial prior period amounts have been reclassified to conform to the current period presentation.

These reclassifications had no effect on previously reported totals for assets, liabilities, shareholders’ equity, cash flows, or net loss.

Significant accounting policies

8 unchanged sentences

GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.

Areas of significant estimates include, but are not limited to, revenue recognition including estimated timing of completion of performance obligations and determining whether an option for additional goods or services represents a material right, the impairment assessment of intangible assets and goodwill, and the fair value of contingent consideration payable, and the estimates associated with stock-based compensation awards.

Areas of significant estimates include, but are not limited to, revenue recognition including estimated timing of completion of performance obligations and determining whether an option for additional goods or services represents a material right, the impairment assessment of intangible assets and goodwill, and the estimates associated with stock-based compensation awards.

The Company bases its estimates on historical experience, known trends and other market-specific or other relevant factors that it believes to be reasonable under the circumstances.

6 unchanged sentences

(i) non-refundable, up-front fixed fees, (ii) fixed fees for ‘discovery’ research support, (iii) fixed technology assignment fees, (iv) fixed payments based on the achievement of specified development and/or commercial milestones, (v) royalties on net sales by

the customer of licensed products, and in some cases, (vi) early termination penalties, and (vii) reimbursements for costs incurred to fulfill the contract with the customer at cost or at cost plus an agreed upon mark-up.

the customer of licensed drugs, and in some cases, (vi) early termination penalties, and (vii) reimbursements for costs incurred to fulfill the contract with the customer at cost or at cost plus an agreed upon mark-up.

Promises that are not distinct at contract inception are combined into a single performance obligation.

14 unchanged sentences

For the licenses of our intellectual property, the Company recognizes revenue from non-refundable, up-front fees when the license is transferred to the customer and the customer is able to use and benefit from the license.

In December 2025, the Company entered into a settlement and patent license agreement with Bruker Corporation, resolving the patent litigation between the two companies globally.

As part of the settlement, Bruker will pay AbCellera $ 36.0 million up front as well as future royalty payments on sales of Bruker's Beacon® Optofluidic platform products worldwide through the life of the Bruker licensed patents.

The Company recognized $ 36.0 million in licensing and royalty revenue in our consolidated statements of loss for the year ended December 31, 2025 and a corresponding receivable recognized within accounts and accrued receivables in our consolidated balance sheets as of December 31, 2025.

Collaborative arrangements

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For arrangements determined to be within the scope of ASC 808 where a collaborative partner is not a customer for certain research and development activities, the Company accounts for payments received for the reimbursement of research and development costs as a contra-expense in the period such expenses are incurred.

If payments from the collaborative partner to the Company represent consideration from a customer in exchange for distinct goods and services provided, then the Company accounts for those payments within the scope of ASC 606, Revenue from Contracts with Customers (ASC 606) .

If payments from the collaborative partner to the Company represent consideration from a customer in exchange for distinct

goods and services provided, then the Company accounts for those payments within the scope of ASC 606, Revenue from Contracts with Customers (ASC 606) .

The Company applied ASC 606 to all collaborative arrangements to date.

4 unchanged sentences

The accounting policies of the segment are the same as those described in Note 3.

The CODM uses consolidated net earnings (loss), as reported on the consolidated statements of income (loss) and comprehensive income (loss), to evaluate the earnings (loss) generated from segment assets in deciding the resources to be allocated towards the Company’s overall portfolio of internal and partner-initiated programs.

Consolidated net earnings (loss) are also used to monitor budget versus actual results in assessing performance of the Company and in establishing, in part, management compensation.

The CODM uses consolidated net loss, as reported on the consolidated statements of loss and comprehensive loss, to evaluate the loss generated from segment assets in deciding the resources to be allocated towards the Company’s overall portfolio of downstream stakes and internal programs.

Consolidated net loss is also used to monitor budget versus actual results in assessing performance of the Company and in establishing, in part, management compensation.

The measure of segment assets is reported on the consolidated balance sheets as total assets.

In 2022, $ 484.2 million and $ 1.2 million of revenues originated from services performed in Canada and the U.S., respectively, and in 2023, $ 36.0 million and $ 2.0 million of revenues originated from services in Canada and the U.S., respectively.

In 2024, $ 26.2 million and $ 2.7 million of revenues originated from services in Canada and the U.S., respectively.

Of the Company’s long-term assets at December 31, 2023, $ 429.7 million were located in Canada, $ 161.7 million in the U.S., and $ 24.7 million in other foreign countries.

Of the Company’s long-term assets at December 31, 2024, $ 505.1 million were located in Canada, $ 85.7 million in the U.S., and $ 18.4 million in other foreign countries.

In 2024, the Company's additions to property and equipment, contributions to joint ventures, and research and development expenses incurred in Canada were $ 69.1 million, $ 19.6 million, and $ 137.3 million, respectively, and $ 1.0 million, nil , and $ 30.0 million in other foreign countries.

In 2023, $ 36.0 million and $ 2.0 million of revenues originated from services performed in Canada and the U.S., respectively, and in 2024, $ 26.2 million and $ 2.7 million of revenues originated from services performed in Canada and the U.S., respectively.

In 2025, $ 64.0 million and $ 11.1 million of revenues originated from services performed in Canada and the U.S., respectively.

Of the Company’s long-term assets at December 31, 2024, $ 505.1 million were located in Canada, $ 85.7 million in the U.S., and $ 18.4 million in other countries.

Of the Company’s long-term assets at December 31, 2025, $ 532.1 million were located in Canada, $ 81.0 million in the U.S., and $ 15.6 million in other countries.

In 2025, the Company's additions to property and equipment, contributions to joint ventures, and research and development expenses incurred in Canada were $ 36.6 million, $ 9.0 million, and $ 164.0 million, respectively, and nil , nil , and $ 22.8 million in foreign countries.

Government contributions

12 unchanged sentences

Period-end balances of monetary assets and liabilities in foreign currencies are translated to the functional currency using the period-end foreign currency rates.

Foreign currency gains and losses are recognized in the consolidated statements of income (loss) and comprehensive income (loss).

Foreign currency gains and losses are recognized in the consolidated statements of loss and comprehensive loss.

The functional currency of the Dayhu JV and Beedie JV, our equity method investments, is Canadian dollars and are translated into U.S.

dollars using the period-end exchange rate for assets and liabilities and the average exchange rates during the period for revenues, expenses, gains and losses.

Foreign exchange gains or losses arising from the translation of

these joint ventures’ assets and liabilities are included in foreign currency translation adjustment in the consolidated statements of income (loss) and comprehensive income (loss)

Foreign exchange gains or losses arising from the translation of these joint ventures’ assets and liabilities are included in foreign currency translation adjustment in the consolidated statements of loss and comprehensive loss.

Cash and cash equivalents and restricted cash

7 unchanged sentences

The Company’s marketable securities consist of U.S.

government agency securities, certificates of deposit, commercial paper, corporate bonds, and asset-backed securities.

The Company has classified and accounted for these marketable securities as held-for-trading and they are reported at fair value with $ 1.7 million of unrealized fair value losses for the year ended December 31, 2022, and $ 2.1 million and $ 0.8 million of unrealized fair value gains for the years ended December 31, 2023, and 2024, respectively, recorded as a component of other on the consolidated statements of income (loss) and comprehensive income (loss).

government agency securities, certificates of deposit, commercial paper, corporate bonds, and asset-backed securities, as well as Canadian term deposits.

The Company has classified and accounted for these marketable securities as held-for-trading and they are reported at fair value with $ 2.1 million, $ 0.8 million, and $ 0.8 million of unrealized fair value gains for the year ended December 31, 2023, 2024, and 2025, respectively, recorded as a component of other on the consolidated statements of loss and comprehensive loss.

Non-marketable securities

1 unchanged sentence

Under the measurement alternative, the carrying value is measured at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investments of the same issuer.

Non-marketable securities of $ 32.3 million at December 31, 2023 and December 31, 2024 are included as part of other long-term assets on the consolidated balance sheets.

Non-marketable securities of $ 32.3 million at December 31, 2024 and $ 32.5 million at December 31, 2025 are included as part of other long-term assets on the consolidated balance sheets.

Adjustments are determined primarily based on a market approach as of the transaction date.

For the years ended December 31, 2022, 2023, and 2024, nil , $ 1.8 million , and $ 16.6 million fair value gains were recognized within other on the consolidated statements of income (loss) and comprehensive income (loss), respectively.

For the years ended December 31, 2023, 2024, and 2025, $ 1.8 million , $ 16.6 million , and $ 0.2 million fair value gains were recognized within other on the consolidated statements of loss and comprehensive loss, respectively.

The fair value gain recognized in 2024 was due to the disposal of a non-marketable security.

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The Company evaluates the collectability of accounts receivable on a regular basis based on an economic assessment of market conditions and review of customer financial history.

The expected credit loss provision recorded as of December 31, 2022, 2023, and 2024 was nil .

The expected credit loss provision recorded as of December 31, 2023, 2024, and 2025 was immaterial.

Property and equipment

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Excluding land and assets not yet placed into service, p roperty and equipment are amortized using the straight-line method over the estimated useful lives of the property and equipment as follows:

Building and building improvements 20 - 40 years

Equipment 3 - 10 years

Leasehold improvements Shorter of lease term or estimated useful life

Leasehold improvements are included within building and building improvements and are amortized over the shorter of the lease term or estimated useful life.

Estimated useful lives are periodically assessed to determine if changes are appropriate.

When assets are retired or otherwise disposed of, the cost of these assets and related accumulated depreciation or amortization are removed from the accounts and any resulting gains or losses are included in loss from operations in the period of disposal.

operations in the period of disposal.

Costs for capital assets not yet placed into service are capitalized as construction-in-progress and depreciated once placed into service.

Intangible assets

Costs incurred to acquire patents and to prosecute and maintain intellectual property rights are expensed as incurred to general and administrative expense due to the uncertainty surrounding the drug development process and the uncertainty of future benefits.

Patents, and intellectual property acquired from third parties are capitalized and amortized over the remaining life of the patent, if related to approved products or if there are alternative future uses for the underlying technology.

Costs incurred to acquire patents and to prosecute and maintain intellectual property rights are expensed as incurred to sales, general, and administrative expense due to the uncertainty surrounding the drug development process and the uncertainty of future benefits.

Patents and intellectual property acquired from third parties are capitalized and amortized over the remaining life of the patent, if related to approved drugs or if there are alternative future uses for the underlying technology.

No patent or intellectual property costs have been capitalized to date.

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The Company reviews the useful life for the intangible assets on an annual basis considering the current facts and circumstances available and may change due to legal, regulatory or contractual provisions that may limit the useful life, the effects of obsolescence, competition and other relevant economic factors.

This review resulted in a re-assessment of the useful life for certain technology assets.

The impact of the change in useful life in 2024 resulted in an increase of amortization by $ 9.4 million, and for 2025 to 2029, the impact to amortization expense will result in a reduction of $ 0.6 million per year.

Impairment of long-lived assets and goodwill

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As part of the impairment evaluation, the Company may elect to perform an assessment of qualitative factors.

If this qualitative assessment indicates that it is more likely than not that the fair value of the reporting unit that includes the goodwill is less than its carrying value, then a quantitative impairment test would be prepared to compare this fair value to the carrying value and record an impairment charge if the carrying value exceeds the fair value.

As of October 1, 2024, the Company updated its quantitative assessment for its annual impairment test of goodwill and concluded that the fair value of the reporting unit was more than its carrying value.

If this qualitative assessment indicates that it is not more likely than not that the fair value of the reporting unit that includes the goodwill is less than its carrying value, a quantitative impairment test is not required.

Where a quantitative impairment test is required, the procedure is to compare the indefinite-lived intangible asset’s fair value with its carrying amount.

An impairment loss is recognized as the difference between the indefinite-lived intangible asset’s carrying amount and its fair value.

The Company further concluded there were no impairment indicators related to goodwill as at December 31, 2024 and 2025.

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These costs exclude depreciation and amortization.

Royalty fees consist of certain contractual royalty payments to our strategic partners upon receipt of royalty revenue based on our customers’ third-party net sales.

Royalty fees are recorded when the third-party sale occurs.

The Company accounts for income taxes under the deferred asset and liability method, which requires the recognition of deferred tax assets (“DTAs”) and deferred tax liabilities (“DTLs”) for the expected future tax consequences of existing differences between the financial statement and tax bases of assets and liabilities, and net operating loss and tax credit carryforwards for tax purposes.

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The Company recognizes DTAs to the extent that these assets are more likely than not to be realized.

In making such a determination, all available positive and negative evidence are considered, including, but not limited to, future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations.

In making such a determination, all available positive and negative evidence is considered, including, but not limited to, future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations.

Valuation allowances are established for certain deferred tax assets to reduce the DTA to a level which, more-likely-than-not, will be realized.

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For equity classified awards, a corresponding increase in additional paid-in capital is recorded when stock-based compensation is recognized.

When stock options are exercised, share capital is credited by the sum of the consideration received and the related portion of the stock-

based compensation previously recorded in additional paid-in capital.

When stock options are exercised, share capital is credited by the sum of the consideration received and the related portion of the stock-based compensation previously recorded in additional paid-in capital.

The effects of forfeitures of options and share awards are accounted for as they occur.

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The Company accounts for its investments in equity-accounted joint ventures using the equity method.

Under the equity method, the initial cost of the investment is adjusted for subsequent additional investments and the Company’s proportionate share of earnings or losses and distributions.

Under the equity method, the initial cost of the investment is adjusted for subsequent additional investments and the Company’s proportionate share of earnings or losses and distributions, while distributions received from equity method investees are classified in the consolidated statements of cash flows using the nature of the distribution approach.

The Company does not control the equity-accounted investments and as a result, the Company does not have the unilateral ability to determine whether cash generated by its equity-accounted investees is retained within the equity-investee or is distributed to the Company and other owners.

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The Company evaluates its investments in joint ventures for impairment when events or circumstances indicate that the carrying value of such investments may have experienced an other-than-temporary decline in value below carrying value.

If the estimated fair value is less than the carrying value, the carrying value is written down to its estimated fair value and the resulting impairment is recorded in other income in the Company’s consolidated statements of income (loss) and comprehensive income (loss).

Net earnings (loss) per share

Basic net earnings (loss) per share is computed by dividing the net earnings (loss) in the period by the weighted-average number of common shares outstanding for the period.

Net loss per share

Basic net loss per share is computed by dividing the net loss in the period by the weighted-average number of common shares outstanding for the period.

Diluted net earnings per share is computed by dividing the net earnings in the period by the weighted-average number of common shares outstanding for the period, including potential dilutive common shares.

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Recent accounting pronouncements adopted

In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures,” which updates reportable segment disclosure requirements, primarily through requiring enhanced disclosures about significant segment expenses and information used to assess segment performance.

This ASU is applicable to all public entities, including public entities that have a single reportable segment and requires disclosure of the title and position of the individual identified as the Chief Operating Decision Maker (“CODM”) and an explanation of how the CODM uses the reported measures of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources.

The ASU is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

This standard has been applied and does not have a material effect on the Company's financial statements.

In December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures.

This ASU requires public entities to disclose specific categories in the effective tax rate reconciliation, as well as expanded disclosures on income taxes paid by jurisdictions and is effective for fiscal years beginning after December 15, 2024, with early adoption permitted.

This standard has been applied prospectively for the year ended December 31, 2025, and enhances existing disclosures included in Note 13 .

Recent accounting pronouncements not yet adopted

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While the Company expects the adoption of this ASU could result in increased disclosures related to its expenses, it does not anticipate the amendments will have a material impact on its consolidated financial statements.

Net earnings (loss) per share

Basic and diluted net earnings (loss) per share was calculated as follows:

Net loss per share

Basic and diluted net loss per share was calculated as follows:

Year Ended December 31,

2022 2023 2024

Basic earnings (loss) per share

Net earnings (loss) $ 158,519 $ ( 146,398 ) $ ( 162,857 )

Weighted-average common shares outstanding - basic 285,056,606 289,166,486 294,327,532

Net earnings (loss) per share - basic $ 0.56 $ ( 0.51 ) $ ( 0.55 )

Diluted earnings (loss) per share

Net earnings (loss) $ 158,519 $ ( 146,398 ) $ ( 162,857 )

Weighted-average common shares outstanding - basic 285,056,606 289,166,486 294,327,532

Stock options and RSUs 29,770,649 – –

Weighted-average common shares outstanding - diluted 314,827,255 289,166,486 294,327,532

Net earnings (loss) per share - diluted $ 0.50 $ ( 0.51 ) $ ( 0.55 )

The Company’s potentially dilutive securities, which include stock options and restricted share units (“RSUs”), have been excluded from the computation of diluted net loss per share for the years ended December 31, 2023 and December 31, 2024 as the effect would be to reduce the net loss per share.

Therefore, the weighted-average number of common shares outstanding for the years ended December 31, 2023 and December 31, 2024 used to calculate both basic and diluted net loss per share is the same.

The Company excluded 11,824,006 , 50,087,088 , and 58,251,724 potential common shares for the years ended December 31, 2022, 2023, and 2024, respectively, from the computation of diluted net earnings (loss) per share because including them would have had an anti-dilutive effect.

Basic and diluted loss per share 2023 2024 2025

Net loss $ ( 146,398 ) $ ( 162,857 ) $ ( 146,412 )

Weighted-average common shares outstanding 289,166,486 294,327,532 298,707,082

Net loss per share - basic and diluted $ ( 0.51 ) $ ( 0.55 ) $ ( 0.49 )

The Company’s potentially dilutive securities, which include stock options and restricted share units (“RSUs”), have been excluded from the computation of diluted net loss per share for the years ended December 31, 2023, 2024, and 2025 as the effect would be to reduce the net loss per share.

Therefore, the weighted-average number of common shares

outstanding for the years ended December 31, 2023, 2024, and 2025 used to calculate both basic and diluted net loss per share is the same.

The Company excluded 50,087,088 , 58,251,724 , and 70,922,117 potential common shares for the years ended December 31, 2023, 2024, and 2025, respectively, from the computation of diluted net loss per share because including them would have had an anti-dilutive effect.

Other current assets

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Prepaid expenses and other 8,626 9,670

Materials and supplies — 6,336

Loans receivable from JV partner (Note 8) 31,980 39,412

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Land $ 53,405 $ 53,405

Building 43,947 52,913

Building and improvements 175,805 193,160

Equipment 84,288 102,935

Leasehold improvements 73,944 122,892

Operating lease right-of-use assets 73,141 66,649

Operating lease right-of-use assets (Note 8) 66,649 136,117

Property and equipment 380,147 485,617

Less accumulated depreciation ( 30,608 ) ( 39,718 )

accumulated depreciation ( 39,718 ) ( 57,614 )

Property and equipment, net $ 340,429 $ 428,003

As of December 31, 2023 and December 31, 2024, property and equipment includes leasehold improvements and construction in progress in the amount of $ 91.0 million and $ 103.2 million, respectively, and construction deposits of $ 13.7

million and $ 14.4 million, respectively, that have not commenced depreciation.

As of December 31, 2024 and December 31, 2025, property and equipment includes leasehold improvements and construction in progress in the amount of $ 103.2 million and $ 1.3 million, respectively, and construction deposits of $ 14.4 million and $ 2.2 million, respectively, that have not commenced depreciation.

The decrease in construction in progress as of December 31, 2025 reflects the completion of our manufacturing facility which is now ready for its intended use and resulted in a transfer of costs to building and improvements and equipment.

Depreciation expense on property and equipment for the years ended December 31, 2023, 2024 and 2025 was $ 12.8 million, $ 12.5 million and $ 18.4 million, respectively.

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Technology 52,700 19,909 32,791 52,700 21,971 30,729

IPR&D 64,010 — 64,010 — — —

$ 91,133 $ 49,020 $ 42,113 $ 69,320 $ 30,939 $ 38,381

Amortization expense related to intangible assets for the years ended December 31, 2023, 2024 and 2025 was $ 11.6 million, $ 14.3 million and $ 3.7 million, respectively.

For the year ended December 31, 2024, the Company recorded a full impairment charge of the carrying value of $ 32.0 million (or $ 23.3 million, net of deferred income tax) associated with the IPR&D acquired through the 2021 acquisition of TetraGenetics and a full impairment charge of the carrying value of $ 32.0 million (or $ 23.3 million, net of deferred income tax) associated with the IPR&D acquired through the 2020 acquisition of Trianni.

Details of a corresponding impact reducing the contingent consideration associated with the TetraGenetics acquisition are disclosed in Note 15.

For the years ended December 31, 2022 and 2024, the Company recorded full impairment charges of the carrying value of $ 8.4 million (or $ 6.3 million, net of deferred income tax) and $ 32.0 million (or $ 23.3 million, net of deferred income tax), respectively, associated with the IPR&D acquired through the 2020 acquisition of Trianni.

The impairment charges were due to our ongoing internal program prioritization which also resulted in the discontinuance of the development of next-generation transgenic mice.

Depreciation and amortization expense and impairment charges are reflected within depreciation, amortization, and impairment expense on the consolidated statements of income (loss) and comprehensive income (loss).

Depreciation and amortization expense and impairment charges are reflected within depreciation, amortization, and impairment expense on the consolidated statements of loss and comprehensive loss.

Amortization expense on intangible assets subject to amortization is estimated to be as follows for each of the next five years ended December 31 :

Investments in equity accounted investees, and other assets

The Company has entered into two separate 50 % joint ventures, Dayhu JV and Beedie JV, as part of the construction of new office and laboratory headquarters.

The Company has recorded $ 0.9 million, $ 1.8 million, and $ 1.7 million of proportionate income with respect to the Dayhu JV for the years ended December 31, 2022 , 2023 , and 2024, respectively.

During 2020, the Company entered into a joint venture with Dayhu ("Dayhu JV").

The Company has entered into two separate 50 % joint ventures, with Dayhu (“Dayhu JV”) and Beedie (“Beedie JV”), as part of the construction of new office and laboratory headquarters.

These joint ventures are considered related parties as the Company exercises significant influence over their operating and financial policies.

The Company has recorded $ 1.8 million, $ 1.7 million, and $ 1.8 million of proportionate income with respect to the Dayhu JV and nil , nil , and $ 1.4 million of proportionate income with respect to the Beedie JV for the years ended December 31, 2023 , 2024 , and 2025, respectively.

As of December 31, 2024 and December 31, 2025, the equity investment balance was $ 41.0 million and $ 10.8 million, respectively, of which substantially all the assets in the Dayhu JV are comprised of property and equipment.

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In the years ended December 31, 2023 , 2024 and 2025, the Company incurred lease expense of $ 5.3 million, $ 5.3 million, and $ 5.1 million, respectively, to the Dayhu JV included within operating expenses.

In March 2021, th e Company made a commitment of up to CAD $ 82.7 million ($ 57.5 million at December 31, 2024) to the Dayhu JV ("Dayhu JV Loan") to fund the construction of the new office and laboratory headquarters.

In January 2023, the Company issued CAD $ 46.0 million ($ 32.0 million at December 31, 2024) to Dayhu (New Dayhu Loan), which was used to repay, in part, Dayhu’s 50 % portion of the original loan.

Th e Company issued CAD $ 46.0 million ($ 34.0 million) to Dayhu (New Dayhu Loan), to fund the construction of the new office and laboratory headquarters.

The New Dayhu Loan is at a rate referenced to a Canadian bank prime rate adjusted for applicable margins as defined in the agreement and has a maturity of December 31, 2025, with a call provision, callable by the Company after September 30, 2023, including customary make whole provisions.

The loan is secured by the underlying land and existing and future assets of the Dayhu JV.

At December 31, 2023, the loan balance was $ 34.7 million and included in other long-term assets.

At December 31, 2024, the loan balance was $ 32.0 million and is included in other current assets.

In March 2021, the Company entered into a joint venture with Beedie ("Beedie JV").

At December 31, 2024, the loan balance was $ 32.0 million and included in other current assets.

In the fourth quarter of 2025, the loan was repaid and the balance was nil at December 31, 2025.

In December 2025, the Dayhu JV refinanced its real estate assets by entering into a mortgage agreement for CAD $ 84.0 million ($ 61.2 million) with a commercial lender.

The loan bears interest at a fixed rate referenced to the five year Canadian government bond adjusted for applicable margins as defined in the agreement and has a term of five years , with principal repayments calculated based on a 30-year amortization period.

The loan is secured by the Dayhu JV's building and assets.

In addition, the Company provided a limited guarantee of the Dayhu JV's obligations under the loan, capped at CAD $ 42.0 million ($ 30.6 million), which matches a corresponding guarantee provided by the Dayhu JV partner.

In connection with this financing, the Dayhu JV made a cash distribution to the Company of CAD $ 41.6 million ($ 30.1 million).

This distribution was recorded as a reduction in the carrying value of the investment in equity accounted investees.

As of December 31, 2025, the scheduled principal payments on the CAD $ 84.0 million ($ 61.2 million) Dayhu

JV mortgage for each of the next five years are approximately CAD $ 1.4 million ($ 1.0 million) per year with a remaining balance at the end of the five year term of CAD $ 76.7 million ($ 55.9 million).

At December 31, 2024 and December 31, 2025, the equity investment balance was $ 41.3 million and $ 51.8 million, respectively, of which substantially all the assets in the Beedie JV are comprised of property and equipment.

The lease agreement between the Company and the Beedie JV, which has a commencement date subsequent to December 31, 2024, is included in Note 16.

In June 2022, the Company made a commitment to our partner Beedie for a land loan of up to CAD $ 7.5 million ($ 5.2 million at December 31, 2024) plus a construction loan for up to 80 % of Beedie’s share of construction costs.

In May 2025, the Company commenced a 20-year (and optional two additional five-year term extensions) lease for the office and laboratory space representing undiscounted future lease payments of approximately $ 6.0 million for each of the next five years, and $ 113.6 million for the remaining term thereafter.

Upon lease commencement, the Company recognized a lease liability of $ 66.4 million , with a corresponding right-of-use asset of the same amount, using a 6.8 % discount rate.

In the year ended December 31, 2025, the Company incurred lease expense of $ 4.5 million to the Beedie JV included within operating expenses.

As of December 31, 2025, the right-of-use asset and operating lease liability was $ 71.5 million and $ 75.7 million , respectively.

In June 2022, the Company made a commitment to our partner Beedie for a land loan of up to CAD $ 7.5 million ($ 5.8 million) plus a construction loan for up to 80 % of Beedie’s share of construction costs.

The commitment is at a rate referenced to market yields as defined in the agreement, and repayable upon substantial completion of construction in early 2026, or upon the triggering of certain repayment events as defined in the agreement.

The loan is secured by the underlying land and existing and future assets of the Beedie JV.

The loan receivable balance, which relates to the land and construction loan, was $ 13.9 million and $ 29.6 million as at December 31, 2023 and December 31, 2024, respectively, and is included in other long-term assets.

The loan receivable balance, which relates to the land and construction loan, was $ 29.6 million at December 31, 2024 included in other long-term assets, and $ 39.4 million at December 31, 2025 included in other current assets.

Current accounts payable and other current liabilities

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Seventh Amended and Restated Stock Option Plan, our Pre-IPO Plan, which was approved by our board of directors on November 18, 2020.

The Pre-IPO Plan allows for the grant of options (and for U.S.

The Pre-IPO Plan allows for the grant of options

(and for U.S.

participants, either incentive stock options and/or nonstatutory stock options) to employees, directors, and consultants, subject in each case to compliance with applicable tax laws.

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As of December 31, 2025, there was $ 27.7 million of unamortized RSU expense that will be recognized over a weighted average period of 2.3 years.

Stock-based compensation expense was classified in the consolidated statements of income (loss) and comprehensive income (loss) as follows:

Stock-based compensation expense was classified in the consolidated statements of loss and comprehensive loss as follows:

Year ended December 31,

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Research and development expenses $ 31,781 $ 30,779 $ 30,147

Sales and marketing expenses 3,134 5,129 5,781

General and administrative expenses 22,020 27,274 31,021

Sales, general, and administrative expenses 32,403 36,802 25,645

$ 64,184 $ 67,581 $ 55,792

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(5) Options are granted with an exercise price equal to the fair market value of the Company’s common stock on the grant date.

The disaggregated revenue categories are presented on the consolidated statements of income (loss) and comprehensive income (loss).

The disaggregated revenue categories are presented on the consolidated statements of loss and comprehensive loss.

Deferred Revenue

Deferred revenue represents payments received for performance obligations not yet satisfied and are presented as current or long-term in the accompanying consolidated balance sheets based on the expected timing of satisfaction of the underlying goods and/or services.

Deferred revenue represents payments received for performance obligations not yet satisfied and is presented as current or long-term in the accompanying consolidated balance sheets based on the expected timing of satisfaction of the underlying goods and/or services.

Deferred revenue outstanding at each respective period is as follows:

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During the years ended December 31, 2023, 2024 and 2025, the Company recognized $ 17.0 million, $ 20.6 million and $ 11.8 million, respectively, of revenue that had been included in deferred revenue in the previous year.

The Company entered into a research collaboration and license agreement with Eli Lilly pursuant to which the Company will perform discovery research for several targets for Eli Lilly to develop and commercialize.

Under the agreement, the Company is entitled to receive an aggregate of up to $ 29.0 million of milestone payments as well as royalties in the low single digits based on net sales for non-COVID-19 targets and in the low- to mid-teens for aggregate sales below $ 125.0 million and mid-teens to mid-twenties on aggregate sales above $ 125.0 million.

The agreement resulted in upfront payments of $ 29.2 million, of which $ 14.3 million was included in deferred revenue at December 31, 2022 .

For the year ended December 31, 2023, the Company received an additional $ 2.3 million in payments, for total upfront payments received in respect of this agreement of $ 31.5 million.

For the year ended December 31, 2024, the Company received $ 7.2 million in additional payments and recognized $ 12.3 million of revenue in

the year ended December 31, 2024.

The Company expects to recognize approximately $ 4.7 million in revenue in the next 12 months related to these payments under the agreement.

Of the remaining deferred revenue balance of $ 12.0 million, which is related to various other agreements, approximately $ 8.8 million is expected to be recognized in revenue in the next 12 months.

Of the deferred revenue balance related to various agreements, approximately $ 13.5 million is expected to be recognized in revenue in the next 12 months.

Government Contributions

In May of 2020, the Company received a funding commitment from the Government of Canada under Innovation, Science and Economic Development’s (ISED) Strategic Innovation Fund (SIF) for a total of CAD $ 175.6 million ($ 125.6 million), collectively "Government Contribution 1" which is intended to support research and development efforts related to the discovery of antibodies to treat COVID-19, and to build technology and manufacturing infrastructure for antibody therapeutics against future pandemic threats.

In May of 2023, the Company entered into multi-year contribution agreements with the Government of Canada and the Government of British Columbia for a total of CAD $ 300.0 million ($ 222.3 million), collectively "Government Contribution 2." These investments are intended to build new capabilities in Canada to develop, manufacture, and deliver antibody medicines to patients through Phase 1 clinical trials and build expertise in translational science, technical operations, and clinical operations and research.

In May of 2020, the Company received a funding commitment from the Government of Canada under Innovation, Science and Economic Development’s (ISED) Strategic Response Fund (SRF), formerly Strategic Innovation Fund (SIF), for a total of CAD $ 175.6 million ($ 125.6 million), collectively “Government Contribution 1”, which is intended to support research and development efforts related to the discovery of antibodies to treat COVID-19, and to build technology and manufacturing infrastructure for antibody drugs against future pandemic threats.

These investments are intended to build new capabilities in Canada to develop, manufacture, and deliver antibody medicines to patients through Phase 1 clinical trials and build expertise in translational science, technical operations, and clinical operations and research.

Under these contribution agreements, the Company has agreed to certain financial and non-financial covenants and other obligations, including cross-default provisions associated with other Canadian funding, and restrictive covenants on dividend payments or other shareholder distributions that would prevent the Company from satisfying its obligations under the arrangement.

The Company has granted notice and consent rights to the counterparties upon certain events related to a change in control (as defined in the agreements) of the Company.

Other obligations in relation to Government Contribution 2 include the maintenance of certain gross capital expenditures in Canada, certain research and development expenditures in Canada, and the achievement of certain headcount requirements in Canada.

Pursuant to the agreements, certain customary events of default, such as the Company’s breach of its covenants and obligations under the respective agreements, its insolvency, winding up or dissolution, and other similar events, may permit the Governments of Canada and British Columbia to declare an event of default under the respective agreements.

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Such amounts are not repayable.

The Company has incurred CAD $ 116.9 million ($ 88.5 million) in expenditures under phase 2 of the funding commitment, where repayment is conditional on achieving certain revenue thresholds during the seven years starting the year after the completion of the funded project.

The maximum claim amount under phase 2 of the funding commitment is CAD $ 116.9 million ($ 88.5 million) where repayment is conditional on achieving certain revenue thresholds during the

seven years starting the year after the completion of the funded project.

Repayment will be calculated as a percentage rate of the Company’s revenue, with payment made on an annual basis during the repayment period of fifteen years .

The Company has made the full investment and has received the maximum available funding under the agreement as of December 31, 2025.

Government Contribution 2

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In May of 2023, the Government of British Columbia committed up to CAD $ 75.0 million ($ 55.6 million) which includes partial reimbursement of certain eligible expenditures up to CAD $ 37.5 million ($ 27.8 million) towards eligible infrastructure investments paid over five years ;

and a CAD $ 37.5 million ($ 27.8 million) conditional portion paid upon achievement of certain defined milestones, including upon the Company’s undertaking of certain clinical trial activities in

British Columbia.

and a CAD $ 37.5 million ($ 27.8 million) conditional portion paid upon achievement of certain defined milestones, including upon the Company’s undertaking of certain clinical trial activities in British Columbia.

Up to a maximum of CAD $ 64.0 million ($ 48.0 million) may become payable starting in 2032, over up to fifteen years , conditional to the Company achieving revenue exceeding a given threshold.

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2 No amounts have been accrued related to the repayment terms as the conditions are estimated to be non-probable.

For financial reporting purposes, income (loss) before income taxes includes the following components:

For financial reporting purposes, loss before income taxes includes the following components:

2023 2024 2025

2 unchanged sentences

Total $ ( 174,029 ) $ ( 200,395 ) $ ( 177,595 )

The expense (recovery) for income taxes consists of:

The recovery for income taxes consists of:

2023 2024 2025

6 unchanged sentences

1,960 ( 19,749 ) ( 938 )

Income tax expense (recovery) $ 80,580 $ ( 27,631 ) $ ( 37,538 )

Income tax recovery $ ( 27,631 ) $ ( 37,538 ) $ ( 31,183 )

2023 2024 2025

Current tax expense (recovery) $ 82,692 $ ( 29,591 ) $ ( 17,789 )

Current tax recovery $ ( 29,591 ) $ ( 17,789 ) $ ( 30,245 )

Deferred tax expense (recovery) 1,960 ( 19,749 ) ( 938 )

Total tax expense (recovery) $ 80,580 $ ( 27,631 ) $ ( 37,538 )

The consolidated effective income tax rate differs from the expected Canadian statutory tax rate of 27% (2022, 2023, 2024:

Reconciliation between the expected tax rate on income from operations and the statutory tax rate was as follows:

2022 2023 2024

Net earnings (loss) before income taxes $ 239,099 $ ( 174,029 ) $ ( 200,395 )

Total tax recovery $ ( 27,631 ) $ ( 37,538 ) $ ( 31,183 )

The consolidated effective income tax rate differs from the expected Canadian statutory tax rate.

We adopted ASU 2023-09 prospectively.

See Note 3 for additional details on the adoption of ASU 2023-09.

A reconciliation of the Canadian federal statutory income tax rate to our effective tax rate pursuant to the disclosure requirements for the year ended December 31, 2025 is as follows:

Year ended December 31, 2025

Loss before income taxes $ ( 177,595 )

Canadian Federal statutory income tax rate (i) ( 44,399 ) 25.0 %

Domestic Federal

Change due to SR&ED ( 6,002 ) 3.4 %

Changes in valuation allowance 12,321 ( 6.9 ) %

Stock-based compensation 11,863 ( 6.6 ) %

Other 252 ( 0.1 ) %

Provincial taxes net of Federal benefit (ii) ( 1,134 ) 0.6 %

Foreign Tax Effects

United States

Change in valuation allowance ( 2,775 ) 1.6 %

Other 1,101 ( 0.6 ) %

Other Foreign Jurisdictions

Change in valuation allowance and other ( 2,410 ) 1.2 %

Effective tax rate $ ( 31,183 ) 17.5 %

(i) The federal tax rate of 25% which is the federal statutory rate of Canada, net of the general rate reduction.

(ii) Provincial taxes in British Columbia and Quebec contributed to the majority of the tax effect in this category.

Cash taxes paid net of refund received by the Company during 2025 in all jurisdictions was immaterial.

A reconciliation of the combined Canadian federal and provincial statutory income tax rates to our effective tax rate for the years ended December 31, 2023 and 2024 is as follows :

Net loss before income taxes $ ( 174,029 ) $ ( 200,395 )

Combined statutory tax rate 27 % 27 %

Expected income tax expense (recovery) at statutory rates 64,557 ( 46,988 ) ( 54,107 )

Expected income tax recovery at statutory rates ( 46,988 ) ( 54,107 )

Stock-based compensation 17,081 18,226

6 unchanged sentences

Other ( 395 ) 77

Income tax expense (recovery) $ 80,580 $ ( 27,631 ) $ ( 37,538 )

Income tax recovery $ ( 27,631 ) $ ( 37,538 )

Deferred income tax assets (“DTAs”) and liabilities (“DTLs”) result from the temporary differences between assets and liabilities recognized for financial statement and income tax purposes.

2 unchanged sentences

Government contributions $ 33,308 $ 36,928

Financing fee 3,092 1,352

Operating lease liability 15,648 38,662

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( 63,684 ) ( 87,717 )

39,857 47,116

valuation allowance ( 49,909 ) ( 56,231 )

2 unchanged sentences

Deferred tax liability ( 10,052 ) ( 9,115 )

Net deferred tax assets (liability) $ ( 29,798 ) $ ( 10,052 )

As at December 31, 2024, the Company had $ 27.1 million of net-operating losses and $ 8.5 million of tax carryforward credits to apply against future taxes in Canada.

At December 31, 2023, net-operating losses and credits generated were fully utilized to recover previous taxes paid.

Net deferred tax liability $ ( 10,052 ) $ ( 9,115 )

The Company had $ 27.1 million and $ 51.1 million of net-operating losses and R&D expenditure pools, and $ 8.5 million and $ 24.0 million of tax carryforward credits to apply against future taxes in Canada as of December 31, 2024 and 2025, respectively.

The Company had operating losses carried forward related to U.S.

operations of approximately $ 19.4 million, $ 17.9 million and $ 4.8 million as of December 31, 2023, 2024 and 2025, respectively.

Certain tax attributes are subject to an annual limitation as a result of acquisitions.

Of the U.S net-operating losses totaling $ 17.9 million of which $ 9.5 million will expire between the years 2030 and 2037 if not utilized, $ 8.4 million may be carried forward indefinitely.

In Australia, the Company has tax carryforward credits of $ 6.1 million.

U.S net-operating losses totaling $ 4.8 million may be carried forward indefinitely.

In Australia, the Company has immaterial tax carryforward credits.

As of December 31, 2025, the Company has immaterial accumulated undistributed earnings generated by foreign subsidiaries.

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Generally, tax years ranging from 2021 to 2025 remain open to income tax examination.

Other than routine audits done by tax authorities for tax credits and tax refunds that the Company has claimed, management is not aware of any other material income tax examination currently in progress by any taxing jurisdiction.

The Company primarily leases office and laboratory facilities in Vancouver and Montreal, Canada, Sydney, Australia, and Boston, USA.

The Company's operating leases have a fixed term with a remaining life between one year and thirteen years , with renewal options included in the contracts ranging from five to ten years .

Other than routine audits done by tax authorities, management is not aware of any other material income tax assessments arising from examinations currently in progress by any taxing jurisdiction.

The Company primarily leases office and laboratory facilities in Vancouver and Montreal, Canada, and Sydney, Australia.

The Company's operating leases have a fixed term with a remaining life between one year and twenty years , with renewal options included in the contracts ranging from five to ten years .

The leases have varying contract terms, escalation clauses and renewal options.

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At December 31, 2025, the future minimum lease payments of the Company’s operating lease liabilities were as follows:

2026 $ 14,243

Thereafter 160,412

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Contingent consideration is recorded at fair value on the acquisition date and adjusted on a recurring basis for changes in its fair value.

Changes in the fair value of contingent consideration liabilities can result from changes in anticipated payments and changes in assumed discount periods and rates and are included in other income on the consolidated statements of income (loss).

The inputs are unobservable in the market and are therefore categorized as

Level 3 inputs.

The inputs are unobservable in the market and are therefore categorized as Level 3 inputs.

There were no changes to the valuation technique and inputs used in these fair value measurements since acquisition.

7 unchanged sentences

$ 55,388 $ ( 47,301 ) $ — $ 8,087

December 31, 2024

Liability at beginning of the year

Decrease in fair value of liability for contingent consideration

Repayment of contingent consideration

Liability at end of the year

Contingent consideration (i)

$ 55,388 $ ( 47,301 ) $ — $ 8,087

(i) The estimated fair value was determined by estimating the expected future cash flows associated with the contingent payments.

(i) The fair value measurement was determined by estimating the expected future cash flows.

The significant assumptions include the amount and timing of projected future cash flows, risk adjusted for various factors including probability of success, discounted at ranging from 12.8 % to 22 %, which measures the risks inherent in each relevant future cash flows stream.

In the year ended December 31, 2024, the fair value of the contingent consideration was adjusted to reflect the expected value due to the impact from the Company's ongoing internal program prioritization and expected achievement of a milestone required for an earn-out payment associated with a specific license.

Changes in the fair value of the liability for contingent consideration is recognized as a non-cash fair value gain through other income.

Changes in the fair value of the liability for contingent consideration are recognized as a non-cash fair value gain through other income.

In the second quarter of 2025, the remaining contingent consideration of $ 8.7 million was paid in its entirety.

In-Process Research and Development Assets

As discussed in Note 7, the estimated fair values in support of the TetraGenetics full impairment charge were categorized within Level 3 of the fair value hierarchy and were determined using an income-based approach, which was based on a probability-adjusted present value of the future estimated after-tax cash flows attributable to the intangible assets.

As discussed in Note 7, the estimated fair values in support of the TetraGenetics full impairment charge in 2024 were categorized within Level 3 of the fair value hierarchy and were determined using an income-based approach, which was based on a probability-adjusted present value of the future estimated after-tax cash flows attributable to the intangible assets.

The significant assumptions inherent in estimating the fair values, from the perspective of a market participant, include a probability-adjusted success rate of its continued development through to clinical trials, future revenue, operating and development costs, milestone and regulatory success, obsolescence, and profitability.

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As part of the Company’s cash management strategy, the Company holds a diversified portfolio of high credit quality marketable securities that are available to support the Company’s operations.

As of December 31, 2024, our marketable securities were rated A- or higher (or its equivalent) by at least two of the major rating agencies with a weighted average life of approximately 0.5 years.

As of December 31, 2025, our marketable securities were rated A- (or its equivalent) or higher by at least two of the major rating agencies with a weighted average life of approximately 0.5 years.

Level 2 marketable securities in the fair value hierarchy were based on quoted market prices to the extent available or alternative pricing sources and models utilizing market observable inputs to determine fair value.

19 unchanged sentences

$ 66,074 $ 339,239 $ — $ 405,313

Commitments, contingencies, and other

Commitments and contingencies

From time to time, the Company may become involved in routine litigation arising in the ordinary course of business.

1 unchanged sentence

The Company does not have contingency reserves established for any litigation liabilities and any of the costs related to such legal proceedings are expensed as incurred.

The Company may enter into certain agreements with strategic partners in the ordinary course of operations that may include contractual milestone payments related to the achievement of pre-specified research, development, regulatory and commercialization events and indemnification provisions, which are common in such agreements.

Pursuant to such agreements, the Company may be obligated to make research and development and regulatory milestone payments upon the occurrence of certain events and upon receipt of royalty payments in the low single-digits to mid-twenties based on certain net sales targets.

The Company expensed approximately $ 66.4 million for the year ended December 31, 2022, and nil for the years ended December 31, 2023 and December 31, 2024.

Excluding the lease arrangements as accounted for in Note 14 – Leases, the Company has the following commitmen ts, primarily related to the construction of our new facilities, in addition to the Beedie JV leased facility where the lease commencement date is subsequent to December 31, 2024:

2025 $ 36,210

Thereafter 120,662

1 Commitments related to the Beedie JV leased facility are $ 5,991 , $ 5,991 , $ 5,991 , $ 5,991 , and $ 120,662 , for years 2026, 2027, 2028, 2029, and thereafter, respectively.

Restructuring Costs

In the fourth quarter of 2023, the Company announced a reorganization and associated reduction in its workforce to better focus its efforts towards the clinical development of new antibody medicines for patients.

The Company reduced headcount by approximately 10 % and incurred total costs of $ 3.2 million included within operating expenses, of which $ 2.0 million was included in accounts payable and other liabilities at December 31, 2023, and was paid in 2024 .

Note 3 discloses the settlement of the patent infringement litigation with Bruker Corporation in December 2025.

The Company may enter into certain agreements with partners in the ordinary course of operations that may include contractual milestone payments related to the achievement of pre-specified research, development, regulatory and commercialization events and indemnification provisions, which are common in such agreements.

The Company expensed nil for the years ended December 31, 2023, 2024, and 2025.

Excluding the lease arrangements as accounted for in Note 14 – Leases, the Company has $ 12.2 million of commitmen ts related ongoing clinical trials with third-party organizations, contract research organizations, and internal manufacturing capabilities all of which the Company expects to incur within one year.

Financial Risk Management

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The Company’s exposure to credit risk for accounts and accrued receivables is indicated by the carrying value of its accounts receivable and accrued receivables.

We review our trade receivables, accrued revenue, and accrued royalties, and reserve for amounts if collectability is no longer reasonably assured based on an assessment of various factors including historical loss rates and expectations of forward-looking loss estimates.

We review our trade receivables and accrued revenue, and reserve for amounts if collectability is no longer reasonably assured based on an assessment of various factors including historical loss rates and expectations of forward-looking loss estimates.

Any adjustments made to our historical loss experience reflect current differences in asset-specific risk characteristics and current economic conditions.

1 unchanged sentence

Interest Rate Risk

The Company’s exposure to interest rate risk is primarily attributable to its cash and cash equivalents, restricted cash, marketable securities, long-term contingent consideration payable and long-term operating lease liability.

The Company’s exposure to interest rate risk is primarily attributable to its cash and cash equivalents, restricted cash, marketable securities, and long-term operating lease liability.

As of December 31, 2025, the Company had cash and cash equivalents of $ 128.5 million, restricted cash of $ 26.7 million, and marketable securities of $ 405.3 million, a majority of which was maintained in high credit quality and liquid bank accounts, term deposits, and held-for-trading marketable securities.

The Company’s interest rate risk is affected by changes in the general level of interest rates, particularly because the majority of the Company’s investments are short-term in nature.

The Company’s interest rate risk is affected by changes in the general level of interest rates, particularly because the majority of the Company’s investments are short-term

Due to interest rates available to the Company, the short-term duration of the Company’s cash and cash equivalent holdings and marketable securities, and the low risk profile of the marketable securities, a 100 basis points change in interest rates would not have a material effect on the fair market value of cash, cash equivalents, restricted cash, and marketable securities.

1 unchanged sentence

The Company does not enter into investments for speculative purposes and has not used any derivative financial instruments to manage interest rate exposure.

The Company is further exposed to the risk that the fair value of the contingent consideration payable and operating lease liability will vary as a result of changes in market interest rates.

The Company is further exposed to the risk that the fair value of the operating lease liability will vary as a result of changes in market interest rates.

In order to manage funding needs or capital structure goals, the Company may enter into arrangements that are subject to either fixed market interest rates set at the time of issue or floating rates determined by ongoing market conditions.

5 unchanged sentences

The Company had Canadian denominated cash and cash equivalents of CAD $ 55.6 million and CAD $ 61.8 million as of December 31, 2024 and 2025, respectively.

The Company incurs certain operating expenses and capital project investments, and carries accounts payable in currencies other than the U.S.

dollar, primarily in Canadian dollars, and accordingly is subject to foreign exchange risk due to fluctuations in exchange rates.

The Company incurs certain operating expenses, makes capital project investments, and carries accounts payable in currencies other than the U.S.

dollar, primarily in Canadian dollars, and t he functional currency of the Dayhu JV and Beedie JV is the Canadian dollar.

Accordingly, the Company is subject to foreign exchange risk due to fluctuations in exchange rates.

The Company does not use derivative instruments to hedge exposure to foreign exchange risk.

The operating results and financial position of the Company are reported in U.S.

dollars in the Company’s

consolidated financial statements.

dollars in the Company’s consolidated financial statements.

The fluctuation of the U.S.

dollar relative to the Canadian dollar will have an impact on the reported balances for net assets, net earnings and shareholders’ equity in the Company’s consolidated financial statements.

Partner Program Counterparty Risk

For the year ended December 31, 2023, three of our partners accounted for 26 %, 17 % and 11 % of our research fees revenue.

Our partnership with these three partners generated 10% or more of our consolidated revenues.

For the year ended December 31, 2024, two of our partners accounted for 47 % and 22 % of our research fee revenue.

Our partnerships with these two partners generated 10% or more of our consolidated research fees revenue.

Related party transactions

In addition to the transactions with our joint ventures in Note 8, the Company had the following related party transaction:

a) During 2022, the Company engaged advisory services with a firm co-founded by a director of the Company.

For the year ended December 31, 2022, $ 0.3 million was included in general and administrative expenses and $ 0.2 million, of which was included in accounts payable at December 31, 2022, was paid in 2023.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures