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Item 7. Management’s Discussion and Analysis

2026-03-03 compared with 2025-02-27 · 1284 added, 152 removed, 230 unchanged (86% of the section changed)

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Management’s Discussion and Analysi s of Financial Condition and Results of Operations

You should read the following discussion and analysis of our financial condition and results of operations together with the historical consolidated financial statements and the notes thereto included in Part II, Item 8—Consolidated Financial Statements and Supplementary Data of this Annual Report on Form 10-K.

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We are a clinical-stage biotechnology company focused on delivering innovative immunology therapeutics for autoimmune and inflammatory diseases.

Our pipeline includes our lead program, rosnilimab, a depleter and agonist targeting PD-1+ T cells, in a Phase 2b trial for the treatment of moderate-to-severe rheumatoid arthritis (“RA”) and a Phase 2 trial for the treatment of moderate-to-severe ulcerative colitis (“UC”).

We also have other antibodies in our portfolio, including ANB033, a CD122 antagonist in a Phase 1 trial and ANB101, a BDCA2 modulator, entering a Phase 1 trial.

We have also discovered multiple therapeutic antibodies licensed to GlaxoSmithKline, Inc.

(“GSK”) in a financial collaboration for immuno-oncology, including a PD-1 antagonist ( Jemperli (dostarlimab-gxly) or “ Jemperli ”) and a TIM-3 antagonist (cobolimab, GSK4069889).

We currently recognize revenue from milestones and royalties achieved under our immuno-oncology collaboration with GSK.

Our Wholly Owned Product Candidate Pipeline

Our immune cell modulating antibodies treat inflammatory disorders by down regulating immune responses mediated by multiple immune cell types including T cells.

We believe these molecules have potential applicability across a broad range of autoimmune and inflammatory diseases including dermatology, rheumatology, gastroenterology, respiratory, and neurology therapeutic areas.

PD-1, or programmed cell death protein 1, is a co-inhibitory receptor that regulates T cell proliferation, and cytokine secretion.

It is expressed preferentially on activated T cells, reducing the potential for off-target activity by rosnilimab.

Genetic mutations in the PD-1 pathway are known to be associated with increased susceptibility to human inflammatory diseases which leads us to believe that rosnilimab is applicable to diseases where PD-1 co-inhibitory receptor function may be insufficient to maintain immune homeostasis.

Rosnilimab is an IgG1 antibody that directly targets PD-1+ T cells, resulting in their depletion or agonism, broadly impacting pathogenic drivers of autoimmune and inflammatory diseases.

An IgG1 PD-1 agonist acts through three distinct mechanisms;

depletion of PD-1 high effector T cells, depletion of PD-1 high Tfh and Tph cells, and agonism of PD-1 int T cells.

This drives specific immunological outcomes in both inflamed tissue and the periphery, such as reduction in T cell proliferation, migration, and cytokine secretion, and reduction of plasma cell generation and autoantibody levels.

Rosnilimab is designed to enable formation of a tight immune synapse by binding to PD-1 on a membrane-proximal epitope, and simultaneously anchoring to an Fc receptor on an opposing cell, supporting crosslinking and excluding activating phosphatases such as CD45.

Rosnilimab also facilitates depletion by bringing effector cells into closer proximity to pathogenically activated PD-1 high T cells.

In in vitro studies, when PD-1+ T cells were cocultured in the presence of NK cells, rosnilimab demonstrated potent depletion of PD-1+ T cells.

In separate in vitro studies, in which T cells were stimulated in the presence of only dendritic cells (in the absence of any cells capable of mediating depletion), rosnilimab demonstrated potent agonism properties such as a reduction in PD-1+ T cell proliferation and reduction in secretion of inflammatory cytokines.

We announced positive top-line data from a healthy volunteer Phase 1 trial of rosnilimab in November 2021.

A total of 144 subjects were enrolled in the randomized, double-blind, placebo-controlled healthy volunteer Phase 1 trial, where single ascending dose (“SAD”) cohorts received subcutaneous or intravenous (“IV”) single doses of rosnilimab up to 600mg or placebo, while multiple ascending dose (“MAD”) cohorts received four weekly subcutaneous doses of rosnilimab ranging up to 400mg or placebo.

Our clinical-stage pipeline includes rosnilimab, a selective pathogenic T cell depleter, for which we completed a Phase 2b trial for the treatment of moderate-to-severe rheumatoid arthritis (“RA”), ANB033, a CD122 antagonist, in a Phase 1b trial for celiac disease (“CeD”) and eosinophilic esophagitis (“EoE”), and ANB101, a BDCA2 modulator, in a Phase 1a trial.

We also discovered and out-licensed, in financial collaborations, multiple therapeutic antibodies, including a PD-1 antagonist (Jemperli (dostarlimab-gxly) or “Jemperli”) to GSK and an IL-36R antagonist (imsidolimab) to Vanda Pharmaceuticals Inc.

We currently recognize revenue from milestones and royalties achieved under our immuno-oncology collaboration with GSK and license and transition services revenue from our collaboration with Vanda.

Intention to Separate Company

In September 2025, we announced that our board of directors (“Board of Directors”) approved plans to explore separating our business into two independent, publicly traded companies.

One company is expected to hold and continue to manage the financial collaboration for Jemperli from GSK and for imsidolimab from Vanda, with a focus on protecting and returning value of the royalties to its shareholders.

The other company is expected to be a clinical-stage biotechnology company focused on the development and potential commercialization of innovative therapeutics for autoimmune and inflammatory diseases, including rosnilimab, ANB033 and ANB101.

Upon completion of the proposed separation, which we expect to complete in the second quarter of 2026, we intend to launch the clinical-stage biotechnology company with adequate capital to fund operations for at least twelve months after the date the proposed separation is completed.

While the proposed separation is anticipated to be a taxable event, we are focused on minimizing overall corporate and shareholder-level taxes across the entire transaction.

Completion of the proposed separation is subject to final approval by our Board of Directors and other customary conditions, including the effectiveness of a registration statement with the Securities and Exchange Commission (the “SEC”).

Our Wholly Owned Clinical-Stage Pipeline

Our antibodies are in development to treat inflammatory diseases.

We believe these molecules have potential applicability across a broad range of autoimmune and inflammatory diseases, including in gastroenterology, rheumatology, dermatology, respiratory, and other therapeutic areas.

Rosnilimab is an IgG1 antibody that directly targets pathogenic T cells, such as activated Tph/Tfh and T effector cells, in the periphery or inflamed tissue.

These T cells, when activated, proliferate and migrate, and secrete the inflammatory cytokines that are the drivers of autoimmune and inflammatory diseases.

Rosnilimab is designed to selectively deplete pathogenic T cells in both inflamed tissue and the periphery while sparing non-pathogenic T cells, including naïve T cells, to preserve overall immune function and restore immune homeostasis.

This drives specific immunological outcomes, such as a reduction in T cell proliferation, migration and cytokine secretion, and a reduction of plasma cell generation and autoantibody levels.

We announced top-line data from a healthy volunteer Phase 1 trial of rosnilimab in November 2021 that supported advancement of rosnilimab into subsequent patient trials.

A total of 144 subjects were enrolled in the randomized, double-blind, placebo-controlled healthy volunteer Phase 1 trial, where single ascending dose (“SAD”) cohorts received subcutaneous (“SC”) or intravenous (“IV”) single doses of rosnilimab up to 600mg or placebo, while multiple ascending dose (“MAD”) cohorts received four weekly subcutaneous doses of rosnilimab ranging up to 400mg or placebo.

Rosnilimab was generally well-tolerated and no dose-limiting toxicities were observed.

Rosnilimab demonstrated a favorable pharmacokinetic (“PK”) profile with an estimated two-week half-life for subcutaneous and IV routes of administration.

Full PD-1 receptor occupancy was observed rapidly and was maintained for at least 30 days.

Potent and sustained reduction was observed in peripheral PD-1+ T cells for >30 days, including >90% reduction of PD-1 high T cells and a >50% reduction of PD-1+ T cells bringing the overall T cell composition to a less activated state, without meaningfully reducing overall T cell numbers.

In February 2025, we announced top-line data from rosnilimab’s randomized, placebo-controlled, global 424-patient, Phase 2b clinical trial for moderate-to-severe rheumatoid arthritis.

Patients were randomized to receive either 100mg of subcutaneous rosnilimab every four weeks (Q4W), 400mg Q4W, 600mg every two weeks (Q2W), or placebo.

The trial achieved its primary endpoint of the mean change from baseline in baseline disease activity score -- 28 joints (DAS-28) C-Reactive Protein (CRP) score at Week 12 for all three doses of rosnilimab compared to the placebo.

Rosnilimab achieved statistical significance in at least one dose and numerical superiority at all doses, including once monthly administration, on key secondary endpoints of ACR20, ACR50 and clinical disease activity index (CDAI) low disease activity (LDA) score at Week 12.

Following completion of the Week 14 visit, 69% (or 220 of the 318) rosnilimab-treated patients who achieved CDAI LDA and continued their assigned treatment in a blinded, all-active treatment period as of the December 10, 2024 data cutoff, appeared to show sustained CDAI LDA, ACR50 and ACR70 responses out to end-of-treatment at Week 28.

These Phase 2b data to date have demonstrated a favorable safety and tolerability profile.

Translational blood biomarker data, across all doses in the Phase 2b trial, showed similar immunological impact with robust on-target pharmacological activity in rosnilimab-treated patients that was not observed in patients on placebo.

Rosnilimab demonstrated rapid and sustained reduction of approximately 90% PD-1 high T cells and approximately 50% of PD-1+ T cells, and an increase in total Tregs.

Additionally, an approximate 50% reduction in the mean CRP from baseline was observed in rosnilimab-treated patients through the entire trial period that was not observed in patients on placebo.

We are also conducting a randomized placebo-controlled 132-patient, global Phase 2 trial assessing two dose levels of subcutaneously administered rosnilimab in moderate-to-severe UC.

Rosnilimab will be dosed for up to 48 weeks on well-established endpoints including clinical remission on the modified Mayo score (“mMS”), clinical response on the mMS and endoscopic remission.

We anticipate reporting top-line data on the primary endpoint at Week 12 in the UC trial in the fourth quarter of 2025.

ANB033 targets CD122, the common beta subunit shared by the IL-15 and IL-2 receptors.

IL-15 and IL-2 signaling mediate the proliferation and survival of NK cells and certain CD8 T cell subsets.

ANB033 is an antibody designed with an affinity to CD122 that inhibits IL-15 and IL-2 signaling through the low affinity IL-2 receptor (comprised of CD122 and the common gamma subunit, CD132) while sparing IL-2 signaling through the high affinity IL-2 receptor (comprised of CD122, CD132 and the alpha receptor subunit for IL-2, CD25) expressed by regulatory T cells.

This leads to the potential to achieve and maintain remission of inflammation through the reduction of disease-causing NK cells and certain CD8 T cell subsets, while sparing regulatory T cells.

By preventing the consumption of IL-2 by pathogenic cells that express the low affinity IL-2 receptor, circulating levels of IL-2 may increase, potentially enhancing regulatory T cell numbers that express the high affinity IL-2 receptor in the setting of inflammation.

We initiated a Phase 1 clinical trial of ANB033 in October 2024.

Blood dendritic cell antigen 2 (“BDCA2”) is a molecule specifically expressed on plasmacytoid dendritic cells (“pDCs”), a class of immune cells which, while found in relatively small numbers in healthy individuals, are enriched in patients with a variety of inflammatory diseases, that is critical to the regulation of toll-like receptor signaling and interferon secretion.

Rosnilimab demonstrated a sustained systemic exposure and dose-proportionality with an estimated two-week half-life for subcutaneous and IV routes of administration.

In February 2025, we announced initial data, which was subsequently updated in June 2025, from rosnilimab’s randomized, placebo-controlled, global 424-patient, Phase 2b clinical trial for moderate-to-severe rheumatoid arthritis.

Patients were randomized to receive either 100mg of subcutaneous rosnilimab every four weeks (Q4W), 400mg Q4W, 600mg every two weeks, or placebo.

During the three-month placebo-controlled period, the trial achieved its primary endpoint by observing the reduction of disease activity using the disease activity score, 28 joints (DAS-28) C-Reactive Protein (“CRP”) score, as well as ACR20 response (an accepted Phase 3 registrational endpoint), at Week 12 in all three doses of rosnilimab compared to placebo.

Rosnilimab achieved its secondary endpoint by demonstrating statistical significance in at least one dose and numerical superiority at all doses, including once monthly administration, on ACR20, ACR50 and with respect to the clinical disease activity index (“CDAI”) low disease activity (“LDA”) score at Week 12.

Specifically, at Week 12, ACR20 achieved statistical significance at 100 mg (p < 0.05), 400 mg (p < 0.01), and 600 mg (p < 0.001);

ACR50 achieved statistical significance at 600 mg (p < 0.05);

and CDAI LDA achieved statistical significance at 100 mg (p < 0.05) and 400 mg (p < 0.01).

Following completion of the Week 14 visit, 69% (or 220 of the 318) rosnilimab-treated patients who achieved CDAI LDA at this timepoint continued their assigned treatment through six months in a blinded, all-active treatment period.

At six months, rosnilimab results demonstrated deepening of responses through six months on CDAI LDA, CDAI remission and ACR70 and independent of prior treatments, including anti-TNFα, anti-IL6R or JAK inhibitors.

Importantly, this was particularly observed in b/tsDMARD-experienced patients for the 400mg Q4W and 600mg Q2W doses, showing a dose response relative to the 100mg Q4W dose.

Furthermore, Week 28 clinical responses across multiple measures, including CDAI LDA, mean CDAI, mean DAS28-CRP and ACR50/70, were durable off-drug through at least three months after the last rosnilimab dose, results which we believe suggest the potential for extended dosing (e.g., Q8W/Q12W) after initial monthly dosing.

Due to the trial design, max response rates for rosnilimab have not yet been observed as strict criteria at Week 14, which prevented additional patients with meaningful improvement from continuing treatment in the trial.

A table summarizing the results for primary and secondary endpoints follows:

Efficacy Measure

Primary Endpoint

DAS28-CRP at Week 12

(mean change from baseline)

Select Secondary Endpoint^

(% of participants)

ACR20 at Week 12^

ACR50 at Week 12^

ACR70 at Week 12^

CDAI ≤10 (LDA) at Week 12^

Select Exploratory Endpoints (Mean Change from Baseline)

Patient Global Assessment

HAQ-DI (range 0-3)

Clinical outcomes were further substantiated by objective translational data.

An approximately 50% reduction in the mean CRP from baseline, an objective measure of inflammation, was observed through Week 28 in rosnilimab patients who entered the all-active period.

Additionally, translational blood and synovial biopsy biomarker data showed differentiated and consistent immunological impact with on-target pharmacological activity in rosnilimab patients that was not observed on placebo.

In blood, rosnilimab demonstrated rapid, deep and sustained reductions of approximately 90% in pathogenic T cells (largely Tph, Tph and Teff cells), and an increase in total Tregs.

Additionally, synovial biopsies of the most impacted joint taken at baseline and after six weeks showed a deep reduction of approximately 90% in pathogenic T cells (largely Tph cells) at the 400mg Q4W and 600mg Q2W doses, showing a dose response relative to the 100mg Q4W dose.

Consistent with prior rosnilimab studies, all rosnilimab doses through end-of-trial follow up at week 38 demonstrated no treatment-related serious adverse events (“SAEs”), malignancies, anaphylaxis or systemic hypersensitivity, and a low incidence of injection site reactions.

Most adverse events (“AEs”) were mild to moderate in severity.

Less than 2% of patients in the trial discontinued rosnilimab due to an AE, including only one patient after three months for a moderate headache treated with over-the-counter pain medication.

Non-treatment related SAEs observed were consistent with known RA patient history and comorbidities.

ANB033 is an antagonist of CD122, the common beta subunit shared by the IL-15 and IL-2 receptors.

IL-15 and IL-2 signaling mediate the proliferation and survival of subsets of CD8+ and CD4 T+ cells, NK cells, as well as ILC2s.

ANB033 is an antibody designed with an optimal epitope and affinity to CD122 that inhibits IL-15 and IL-2 signaling through both the intermediate affinity IL-2 receptor (comprised of CD122 and the common gamma subunit, CD132) and the high affinity IL-2 receptor (comprised of CD122, CD132 and the alpha receptor subunit for IL-2, CD25) expressed by activated CD4 Th1 and Th2 T cells as well as ILC2.

Antagonizing CD122 has the potential to achieve and maintain remission of inflammation through the reduction of disease-causing cytolytic CD8 T cell subsets, including intraepithelial lymphocytes, NK cells and reducing inflammatory cytokine secretion by activated CD4+ Th1 and Th2 cells, as well as ILC2 cells.

We announced top-line data from a healthy volunteer Phase 1a trial of ANB033 in October 2025 that demonstrated no safety concerns at any dose and a rapid and sustained pharmacokinetic (“PK”) profile.

A total of 80 subjects were enrolled in the randomized, double-blind, placebo-controlled healthy volunteer Phase 1 trial, where SAD cohorts received SC or IV single doses of ANB033 or placebo, while MAD cohorts received four weekly SC doses of ANB033.

ANB033 was generally well-tolerated and no SAE discontinuations or dose-limiting toxicities were observed in the study.

ANB033 demonstrated an estimated two-to-three week half-life and full receptor occupancy for SC and IV routes of administration.

A dose response was observed on relevant PD biomarkers.

We observed responsive effects with both IV and SC modes of administration, with a 70-75% reduction in CD122-expressing CD8 T cells, which did not result in a meaningful reduction in overall CD8 T cells.

Additionally, treatment with ANB033 effectively eliminated all CD122-expressing NK cells, but the overall NK cell count remained above the levels needed to maintain immune competency as not all NK cells in humans express CD122.

No overall reductions were observed on regulatory T cell counts in the peripheral blood.

We are conducting a randomized placebo-controlled 60-patient, global Phase 1b trial cohort of ANB033 in CeD.

This trial will assess both a cohort of patients with baseline villus height to crypt depth (“Vh:Cd”) ratio greater than 2.0 in a gluten-challenge to assess prevention of further mucosal damage, as well as a cohort of patients with a Vh:Cd ratio less than 2.0, who will not be subjected to a gluten-challenge, to assess the ability to heal mucosal damage in symptom-controlled patients.

The two distinct cohorts will enroll 30 patients each, randomized 1:1 between one dose level of subcutaneously administered ANB033 dose and placebo.

Key assessments include safety and tolerability, efficacy assessments including the change in Vh:Cd ratio, IEL counts, and PROs, such as the Celiac Disease Symptom Diary (“CDSD”), as well as PK and immunogenicity.

We are also conducting a randomized placebo-controlled 50-patient, global Phase 1b trial cohort of ANB033 in EoE.

This trial will enroll adults who have histologic evidence of EoE with peak eosinophil count ≥15/hpf at the screening endoscopy and with symptomatic dysphagia.

Key assessments include safety and tolerability, efficacy assessments including the Dysphagia Symptom Questionnaire (“DSQ”) and peak esophageal intraepithelial eosinophilic count (“eos/hpf”), as well as PK and immunogenicity.

ANB101 is a blood dendritic cell antigen 2 (“BDCA2”) modulator antibody that targets plasmacytoid dendritic cells (“pDCs”) and inhibits interferon secretion and modulates antigen presentation for the treatment of autoimmune and inflammatory diseases.

BDCA2 is a molecule specifically expressed on pDCs, a class of immune cells which, while found in relatively small numbers in healthy individuals, are enriched in patients with a variety of inflammatory diseases, that is critical to the regulation of toll-like receptor signaling and interferon secretion.

pDCs are a key upstream node in the inflammatory cascade that serve as a bridge between innate and adaptive immunity.

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BDCA2 has been implicated in the pathophysiology of systemic lupus erythematosus (“SLE”), where there exists mechanistic clinical proof of concept for pDC modulation.

ANB101 is a BDCA2 modulator antibody that targets pDCs and potently inhibits interferon secretion and modulates antigen presentation for the treatment of autoimmune and inflammatory diseases.

We plan to initiate enrollment for a Phase 1 clinical trial in the first quarter of 2025.

We initiated a Phase 1 clinical trial of ANB101 in healthy volunteers in March 2025 and the trial is ongoing.

ANB101 preclinical data suggests it is a more potent antibody compared to litifilimab with a longer half-life that results in a deeper and more durable PD effect on pDC depletion.

Collaborative Programs

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In February 2023, the FDA granted full approval for this indication (from an accelerated approval).

In addition, in April 2021 the European Medicines Agency (“EMA”) granted conditional marketing authorization in the European Union (“EU”) for Jemperli for use in women with

mismatch repair deficient (“dMMR”)/microsatellite instability-high (“MSI-H”) recurrent or advanced endometrial cancer who have progressed on or following prior treatment with a platinum containing regimen.

In addition, in April 2021, the European Medicines Agency (“EMA”) granted conditional marketing authorization in the European Union (“EU”) for Jemperli for use in women with mismatch repair deficient (“dMMR”)/microsatellite instability-high (“MSI-H”) recurrent or advanced endometrial cancer who have progressed on or following prior treatment with a platinum containing regimen.

A second FDA approval was received in August 2021 for Jemperli in pan-deficient mismatch repair tumors (PdMMRT).

In July 2023, the FDA approved Jemperli in combination with chemotherapy for the treatment of adult patients with dMMR MSI-H primary advanced or recurrent endometrial cancer.

In December 2023, the EMA approved, in the EU, Jemperli plus chemotherapy for dMMR/MSI-H primary advanced or recurrent endometrial cancer.

In December 2023, the EMA approved Jemperli plus chemotherapy for dMMR/MSI-H primary advanced or recurrent endometrial cancer.

In August 2024, the FDA approved Jemperli plus chemotherapy for all adult patients with primary advanced or recurrent endometrial cancer.

In January 2025, the EMA approved Jemperli plus chemotherapy for this same indication.

For the year ended December 31, 2024, GSK reported $598.0 million sales for Jemperli , a greater than 200% sales growth when compared to $175.6 million for the year ended December 31, 2023.

In addition, under the collaboration, GSK is developing dostarlimab in combination with another development program from the GSK Agreement, including cobolimab, a TIM-3 antibody.

GSK is conducting a Phase 3 trial, COSTAR Lung, which is a randomized, open label 3-arm trial comparing cobolimab plus dostarlimab plus docetaxel to dostarlimab plus docetaxel to docetaxel alone in patients with advanced non-small-cell lung cancer (“NSCLC”) who have progressed on prior anti-PD-(L)1 therapy and chemotherapy with top-line results expected in the first half of 2025.

Vanda Pharmaceuticals Collaboration

On January 31, 2025, we entered into an Exclusive License Agreement (the “License Agreement”) with Vanda Pharmaceuticals Inc.

(“Vanda”) pursuant to which we granted to Vanda an exclusive, global license for the development and commercialization of imsidolimab (IL-36R antagonist mAb), which has completed two registration-enabling global Phase 3 trials, GEMINI-1 and GEMINI-2, evaluating the safety and efficacy of imsidolimab in patients with Generalized Pustular Psoriasis (GPP).

Pursuant to the terms of the License Agreement, we will receive an upfront payment of $10.0 million and a $5.0 million payment for existing drug supply.

Anaptys is also eligible to receive up to $35.0 million for future regulatory approval and sales milestones in addition to a 10% royalty on net sales.

In October 2025, GSK terminated the TIM-3 antagonist antibody development program under our existing collaboration, and all rights to the TIM-3 antagonist antibody will be reverted to us in the near future.

For the year ended December 31, 2025, GSK reported $1.1 billion in sales for Jemperli, a greater than 80% sales growth when compared to $598.0 million for the year ended December 31, 2024.

Vanda Collaboration

On January 31, 2025, we entered into an Exclusive License Agreement (the “Vanda License Agreement”) with Vanda pursuant to which we granted to Vanda an exclusive, global license for the development and commercialization of imsidolimab (IL-36R antagonist mAb), which has completed two registration-enabling global Phase 3 trials, GEMINI-1 and GEMINI-2, evaluating the safety and efficacy of imsidolimab in patients with generalized pustular psoriasis (“GPP”).

In December 2025, Vanda announced the submission of a BLA to the U.S.

FDA for imsidolimab in GPP.

The FDA accepted the BLA filing for imsidolimab in GPP in February 2026 with a target action date of December 12, 2026.

Pursuant to the terms of the Vanda License Agreement, we received an upfront payment of $10.0 million and a $5.0 million payment for existing drug supply.

We are also eligible to receive a 10% royalty on net sales, as well as the following milestones under the Vanda License Agreement:

For more information about these collaborations, see “— Collaborations” included in Part I, Item 1 of this Annual Report.

Financial Overview

As of December 31, 2025, we had an accumulated deficit of $772.6 million, primarily as a result of losses incurred since our inception in 2005.

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For our discussion related to the results of our operations and liquidity and capital resources for fiscal year ended December 31, 2024 compared to the year ended December 31, 2023, please refer to Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2024.

Financial Overview

Collaboration Revenue

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(“Tesaro”), an oncology-focused biopharmaceutical company now a part of GSK (Tesaro and GSK are hereinafter referred to, collectively, as “GSK”).

Currently, under the GSK Agreement, GSK is developing Jemperli (dostarlimab) as a monotherapy for various solid tumor indications.

In addition, GSK is developing dostarlimab in combination with additional therapies under the collaboration, including with another development program from the GSK Agreement:

cobolimab, a TIM-3 antibody, in 2L NSCLC.

In October 2023, Amendment No.

5 to the GSK Agreement (the “GSK Amendment No.

5”) was agreed by both parties to terminate the LAG-3 antagonist antibody development program under the GSK Agreement.

In accordance with the GSK Agreement and the GSK Amendment No.

5, we have regained full global rights to the LAG-3 antagonist antibody development program.

For each remaining development program under the GSK Agreement, we are eligible to receive milestone payments if certain preclinical and clinical trial events are achieved by GSK, if certain U.S.

and European regulatory submissions and approvals in multiple indications are achieved, and upon the achievement of specified levels of annual worldwide net sales.

We will also be eligible to receive tiered 4-8% royalties related to worldwide net sales of products developed under the collaboration.

Currently, under the GSK Agreement, GSK is developing Jemperli (dostarlimab) as a monotherapy and in combination with additional therapies, for various solid tumor indications.

For Jemperli, the remaining development program under the GSK Agreement, we are eligible to receive milestone payments if a European regulatory submission and approval in a second indication is achieved.

On October 23, 2020, Amendment No.

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Under the terms of the Jemperli Royalty Monetization Agreement, we received $250.0 million in exchange for royalties and milestones payable to us under our GSK collaboration on annual global net sales of Jemperli.

We retained the rights to a $75.0 million sales milestone when Jemperli annual Net Sales exceed $1 billion.

In May 2024, we entered into an amendment to the Jemperli Royalty Monetization Agreement, Amendment No.

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Once either of these thresholds are met, the Jemperli Royalty Monetization Agreement and the Jemperli Amendment will expire, resulting in us regaining all subsequent Jemperli royalties and milestones.

As of January 31, 2025, Sagard has received a total of $88.8 million in royalties and milestones.

As of December 31, 2025, Sagard has accrued approximately $250.0 million in royalties and milestones.

For more information see Note 5 — Sale of Future Royalties in the accompanying notes to the consolidated financial statements included in Part II, Item 8, “Consolidated Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.

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(Jemperli/Dostarlimab)

(GSK4069889/Cobolimab)

Milestone Event Amount Quarter Recognized Amount Quarter Recognized

Milestone Event

Quarter Recognized

Initiated in vivo toxicology studies using good laboratory practices (GLPs)

$1.0M Q2'15 $1.0M Q4'15

IND clearance from the FDA $4.0M Q1'16 $4.0M Q2'16

Phase 2 clinical trial initiation $3.0M Q2'17 $3.0M Q4'17

Phase 3 clinical trial initiation - first indication $5.0M Q3'18 $5.0M Q4'22

Phase 3 clinical trial initiation - second indication $5.0M Q2'19 $5.0M —

IND clearance from the FDA

Phase 2 clinical trial initiation

Phase 3 clinical trial initiation - first indication

Phase 3 clinical trial initiation - second indication

Filing of the first BLA (1) - first indication

$10.0M Q1'20 $10.0M —

Filing of the first MAA (2) - first indication

$5.0M Q1'20 $5.0M —

Filing of the first BLA - second indication

$10.0M Q1'21 $10.0M —

First BLA approval - first indication $20.0M Q2'21 $20.0M —

First BLA approval - first indication

First MAA approval - first indication

$10.0M Q2'21 $10.0M —

First BLA approval - second indication $20.0M Q3'21 $20.0M —

First BLA approval - second indication

Filing of the first MAA - second indication (3)

$5.0M — $5.0M —

First MAA approval - second indication (3)

$10.0M — $10.0M —

First commercial sales milestone (3)

$15.0M Q3'24 $15.0M —

Second commercial sales milestone (3)

$25.0M Q4'24 $25.0M —

Third commercial sales milestone (3)

$50.0M — $50.0M —

Fourth commercial sales milestone (4)

$75.0M — $75.0M —

Milestones recognized through December 31, 2024 $133.0M — $13.0M —

Milestones that may be recognized in the future $140.0M — $260.0M —

Milestones recognized through December 31, 2025

Milestones that may be recognized in the future

(1) Biologics License Application (“BLA”)

(2) Marketing Authorization Application (“MAA”)

(3) For Jemperli , the filing and approval of the first MAA for a second indication and first three commercial sales milestones are included as part of the royalty monetization agreement with Sagard, see Note 5.

(4) For Jemperli , we retained the rights to a $75.0 million sales milestone when Jemperli annual Net Sales exceed $1 billion.

(3) For Jemperli, the filing and approval of the first MAA for a second indication and first three commercial sales milestones are included as part of the royalty monetization agreement with Sagard.

For more information, see Note 5.

(4) For Jemperli, we retained the rights to a $75.0 million sales milestone when Jemperli annual net sales exceeded $1 billion.

We received the cash milestone payment in December 2025.

In connection with the 2020 Amendment, in October 2020 GSK agreed, under the terms of a settlement agreement (the “GSK Settlement Agreement”), to pay us a royalty on all GSK net sales of Zejula starting January 1, 2021.

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Under the terms of the Zejula Royalty Monetization Agreement, we received $35.0 million in exchange for all royalties payable by GSK to us under the GSK Settlement Agreement on global net sales of Zejula starting in July 2022.

In addition, under the Zejula Royalty Monetization Agreement, we are entitled to receive an additional $10.0 million payment from DRI if Zejula is approved by the FDA for the treatment of endometrial cancer on or prior to December 31, 2025.

We are currently party to litigation with GSK with respect to the GSK Agreement.

“Legal Proceedings” for additional information.

Research and Development Expense

Research and development expenses consist of costs associated with our research and development activities, including drug discovery efforts, preclinical and clinical development of our programs, and manufacturing.

Research and development expenses consist of costs associated with our research and development activities, preclinical and clinical development of our programs, and manufacturing.

Our research and development expenses include:

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We are conducting research and development activities primarily on inflammation programs.

We have a research and development team that conducts antibody discovery, characterization, translational studies, IND-enabling preclinical studies, and clinical development.

We conduct some of our early research and preclinical activities internally and plan to rely on third parties, such as CROs and CMOs, for the execution of certain of our research and development activities, such as in vivo toxicology and pharmacology studies, drug product manufacturing, and clinical trials.

We expect our research and development expenses to be higher for the foreseeable future as we continue to advance our product candidates.

We have a research and development team that conducts antibody characterization, translational studies, IND-enabling preclinical studies, and clinical development.

We conduct some of our preclinical activities internally and plan to rely on third parties, such as CROs and CMOs, for the execution of certain of our research and development activities, such as in vivo toxicology and pharmacology studies, drug product manufacturing, and clinical trials.

We expect our research and development expenses to be consistent for the foreseeable future as we continue to advance our product candidates.

General and Administrative Expense

General and administrative expenses consist primarily of salaries and related benefits, including stock-based compensation for our executive, finance, legal, business development, human resource, and support functions.

Other general and administrative expenses include allocated facility-related costs not otherwise included in research and development expenses, travel expenses, and professional fees for auditing, tax, and legal services.

Other general and administrative expenses include allocated facility-related costs not otherwise included in research and development expenses, travel expenses, transaction costs, and professional fees for auditing, tax, and legal services.

Non-Cash Interest Expense for the Sale of Future Royalties

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Net Operating Loss and Research and Development Tax Credit Carryforwards

Since inception, we have accumulated net operating losses (“NOLs”) in all years except December 31, 2024, 2022, 2015 and 2014, in which we generated taxable income primarily attributable to our collaboration agreement with GSK, our Zejula Royalty Monetization Agreement in 2022, and the requirement to capitalize and amortize R&D expenditure for tax purposes in 2022 and 2024.

While we utilized NOLs in 2024, 2022, 2015 and 2014, we continue to incur losses and therefore continue to have a valuation allowance against our net deferred tax assets due to the uncertainty of the realization of such assets.

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As of December 31, 2025, we had federal and state research tax credit carryforwards of approximately $24.0 million and $21.1 million, respectively.

The federal research tax credit carryforwards will begin to expire in 2041 and the state research tax credits carryforward indefinitely.

The above NOL carryforward and the federal and state research credit carryforwards may be subject to limitation under section 382 and 383 of the Internal Revenue Code of 1986, as amended (the “Code”), and similar state provisions if we experience one or more ownership changes which would limit the amount of NOL and tax credit carryforwards that can be utilized to offset future taxable income and tax, respectively.

In general, an ownership change as defined by Section 382 and 383, results from transactions increasing ownership of certain stockholders or public groups in the stock of the corporation by more than 50 percentage points over a three-year period.

We have experienced ownership changes as defined by Section 382 of the Code during 2007, 2017 and 2021.

The federal research tax credit carryforwards will begin to expire in 2041 and the state research tax credits will begin to expire in 2039.

We experienced ownership changes as defined by Section 382 of the Code during 2007, 2017 and 2021.

As a result, as of December 31, 2025, there are $154.1 million of federal NOLs available to offset taxable income in future years without Section 382 limitation, while $169.4 million of federal NOLs are subject to annual limitations over future periods.

State NOL and credit carryforwards may be similarly limited.

The above NOL carryforward and the federal and state research tax credit carryforwards may be subject to an annual limitation under section 382 and 383 of the Internal Revenue Code of 1986, as amended (the “Code”), and similar state provisions if we experience one or more ownership changes which would limit the amount of NOL and tax credit carryforwards that can be utilized to offset future taxable income and tax, respectively.

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Revenue Recognition

Revenue is recognized in accordance with ASC 606, which utilizes five basic steps to determine whether revenue can be recognized and to what extent:

Revenue is recognized in accordance with Accounting Standards Codification (“ASC”) 606, which utilizes five basic steps to determine whether revenue can be recognized and to what extent:

(i) identify the contract with a customer;

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We recognize consideration allocated to a performance obligation as the performance obligation is satisfied, and the determination as to whether consideration is recognized over time or at a point in time is made upon contract inception.

collaboration agreements, this is generally over the period in which research and development services have been performed.

For our collaboration agreements, this is generally over the period in which research and development services have been performed.

There were no new agreements with performance obligations entered into during the year ended December 31, 2025.

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A comparison of collaboration revenue is as follows:

December 31, Increase

(in thousands)

GSK Milestones $ 40,000 $ — $ 40,000

GSK Royalty Revenue - Jemperli

47,381 13,781 33,600

GSK Royalty Revenue - Zejula 3,899 3,376 523

GSK Milestone Revenue

GSK Milestone Revenue (non-cash)

GSK Royalty Revenue - Jemperli (non-cash)

GSK Royalty Revenue - Zejula (non-cash)

Vanda License and Transition Services Revenue

Total collaboration revenue

$ 91,280 $ 17,157 $ 74,123

Collaboration revenue during the year ended December 31, 2024 increased $74.1 million compared to the year ended December 31, 2023 due to an increase of $40.0 million in Jemperli sales milestones, $33.6 million increase in Jemperli royalty revenue and $0.5 million increase in Zejula royalty revenue.

Collaboration revenue during the year ended December 31, 2025 increased $143.3 million compared to the year ended December 31, 2024 due to an increase of $85.0 million in Jemperli sales milestones, $48.6 million increase in Jemperli and Zejula royalty revenue and $9.7 million increase in Vanda license and transition services revenue.

We expect that any collaboration revenue we generate will continue to fluctuate from period to period as a result of the timing and amount of milestones and royalties from our existing collaborations.

Research and Development Expenses

Research and development expenses were $163.8 million during the year ended December 31, 2024 compared to $132.3 million during the year ended December 31, 2023, for an increase of $31.5 million.

The increase is primarily attributable to a $31.6 million increase in clinical expenses, a $13.6 million increase in salaries and related costs, including $4.7 million in stock compensation expense, and a $1.4 million increase in other research and development expenses, offset by a decrease of $15.1 million in outside services for manufacturing expenses.

Research and development expenses were $136.0 million during the year ended December 31, 2025 compared to $163.8 million during the year ended December 31, 2024, for a decrease of $27.8 million.

The decrease is primarily attributable to a $21.6 million decrease in clinical expenses and a decrease of $12.0 million in outside services for manufacturing expenses, offset by a $5.5 million increase in salaries and related costs, including a $2.3 million increase in stock compensation expense and a decrease of $0.6 million in recruiting costs, and a $0.9 million increase in other research and development expenses.

We do not track fully burdened research and development costs separately for each of our product candidates.

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Included in preclinical and other unallocated costs are external corporate overhead costs that are not specific to any one program.

Internal costs consist of salaries and wages, stock-based compensation and benefits, which are not tracked by product candidate as several of our departments support multiple product candidate research and development programs.

Internal costs consist of salaries and wages, stock-based compensation and benefits, which are not tracked by product

candidate as several of our departments support multiple product candidate research and development programs.

The following table summarizes the external costs attributable to each program and internal costs:

December 31, Increase/(Decrease)

(in thousands)

Increase/(Decrease)

External Costs

Rosnilimab $ 53,422 $ 25,010 $ 28,412

ANB032 26,084 17,197 8,887

ANB033 12,460 11,520 940

ANB101 3,367 — 3,367

Imsidolimab 8,284 31,769 (23,485)

Preclinical and other unallocated costs

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Internal Costs

Total Costs $ 163,840 $ 132,283 $ 31,557

Salaries and wages

Stock compensation

Other internal costs

Total Internal Costs

General and Administrative Expenses

General and administrative expenses were $50.7 million during the year ended December 31, 2025 compared to $42.4 million during the year ended December 31, 2024, for an increase of approximately $8.3 million.

The increase is primarily due to a $2.7 million increase in personnel costs, a $1.1 million increase in market research costs, and $0.8 million increase in legal and other general and administrative expenses, offset by a $3.8 million decrease in stock compensation expense, and a $0.3 million decrease in insurance expense.

We expect that our general and administrative expenses will increase for the foreseeable future as we incur costs associated with being a publicly traded company, including stock compensation expense, legal, auditing and filing fees, additional insurance premiums, investor relations expenses and general compliance and consulting expenses.

We also expect our intellectual property related legal expenses, including those related to preparing, filing, prosecuting and maintaining patent applications, to increase as our intellectual property portfolio expands.

Acquired in-process research and development

Acquired in-process research and development expenses were $0.0 million for the year ended December 31, 2024 compared to $7.3 million for the year ended December 31, 2023 due to the assets purchased pursuant to the Centessa Agreement.

For more information see Note 4 — Collaborative Research and Development Agreements in the accompanying notes to the consolidated financial statements included in Part II, Item 8, “Consolidated Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.

The increase is primarily due to a $5.2 million increase in legal expenses due to the GSK lawsuit and activity related to the separation of the business, a $2.5 million increase in transaction costs related to our Vanda License Agreement, a $1.0 million increase in personnel costs, and a $0.8 million net increase in other general and administrative expenses, offset by a $0.9 million decrease in market research costs and a $0.3 million decrease in stock compensation expense.

We expect that our general and administrative expenses may increase for the foreseeable future as we incur costs associated with stock compensation expense, legal, auditing and filing fees, additional insurance premiums, investor relations expenses and general compliance and consulting expenses.

Non-Cash Interest Expense for the Sale of Future Royalties

Interest expense was $79.9 million during the year ended December 31, 2025 compared to $50.1 million during the year ended December 31, 2024.

The increase of $32.0 million in non-cash interest expense is primarily due to the Jemperli Amendment which increased the threshold amounts of aggregate Jemperli royalties and milestones to be received by Sagard.

The increase of $29.8 million in non-cash interest expense is primarily due to an increase in the GSK Jemperli sales which changed the expected timing for Sagard to be paid per the Jemperli Royalty Monetization Agreement.

Interest Income

Interest income was $13.5 million during the year ended December 31, 2025 compared to $19.8 million during the year ended December 31, 2024.

The increase of $0.9 million in interest income was primarily related to our short-term and long-term investments.

The increase in interest income is primarily due to the timing of sales, maturities and purchases of our investments.

The decrease of $6.3 million in interest income was primarily related to our short-term and long-term investments.

The decrease in interest income is primarily due to the decrease in investment balances, as well as the timing of sales, maturities and purchases of our investments.

Liquidity and Capital Resources

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As of December 31, 2025, we had $311.6 million in cash, cash equivalents and investments.

In addition to our existing cash, cash equivalents and investments, we are eligible to earn milestone and other contingent payments for the achievement of defined collaboration objectives and certain nonclinical, clinical, regulatory and sales-based events, and royalty payments under our collaboration agreements, including the GSK Agreement and the GSK Settlement Agreement.

Our ability to earn these milestone and contingent payments and the timing of achieving these milestones is primarily dependent upon the outcome of our collaborators’ research and development activities.

In addition to our existing cash, cash equivalents and investments, we are eligible to earn milestone and other contingent payments for the achievement of defined collaboration objectives and certain regulatory and sales-based events, and royalty payments under our collaboration agreements, including the GSK Agreement, the GSK Settlement Agreement, and the Vanda License Agreement.

Our ability to earn these milestone and contingent payments and the timing of achieving these milestones is primarily

dependent upon the outcome of our collaborators’ research and development and sales-based activities.

Our rights to payments under our collaboration agreements are our only committed external source of funds.

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For further discussion of the sale of future revenue, refer to Note 5 — Sale of Future Royalties in the accompanying notes to the consolidated financial statements included in Part II, Item 8, “Consolidated Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.

In September 2022, we signed the Zejula Royalty Monetization Agreement with DRI.

Pursuant to this transaction we received a $35.0 million payment in exchange for all royalties payable by GSK to us under the GSK Settlement Agreement on global net sales of Zejula starting in July 2022.

We treated the sale of future revenue from the Zejula Royalty Monetization Agreement with DRI as debt, which will be amortized under the effective interest rate method over the estimated life of the related expected royalty stream.

We recorded the upfront proceeds of $35.0 million, net of $0.2 million of transaction costs, as a liability related to the sale of future revenue.

The liability and the related interest expense are based on our current estimates of future royalties expected to be paid over the life of the agreement.

We will periodically assess the expected royalty and milestone payments and to the extent our future estimates or timing of such payments are materially different than our previous estimates, we will prospectively recognize related interest expense.

Royalty Monetization Agreement.

Royalty revenue will be recognized as earned on net sales of Zejula, and we will record the royalty payments to DRI as a reduction of the liability when paid.

As such payments are made to DRI, the balance of the liability will be effectively repaid over the life of the Zejula Royalty Monetization Agreement.

In November 2024, we entered into a sales agreement with TD Securities (USA) LLC (“TD Cowen”), through which we may offer and sell shares of our common stock, having an aggregate offering of up to $100.0 million through TD Cowen as our sales agent.

In November 2024, we entered into an open market sales agreement with TD Securities (USA) LLC (“TD Cowen”), under which we may offer and sell shares of our common stock up to, an aggregate offering of $100.0 million through TD Cowen as our sales agent.

As of December 31, 2025, we had sold no shares under this agreement.

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(in thousands)

Net cash (used in) provided by:

Net cash provided by (used in):

Operating activities

1 unchanged sentence

Financing activities

Net increase (decrease) in cash and cash equivalents $ 87,115 $ (35,343)

Net increase in cash and cash equivalents

Operating Activities

Net cash used in operating activities during the year ended December 31, 2024 was $135.3 million, primarily due to our net loss of $145.2 million, adjusted for addbacks for non-cash items of $76.2 million which includes stock-based compensation, amortization of operating right-of-use assets, non-cash interest expense, and income from marketable securities, offset by decreases in working capital of $66.3 million.

Net cash used in operating activities during the year ended December 31, 2023 was $120.8 million, primarily due to our net loss of $163.6 million, adjusted for addbacks for non-cash items of $43.1 million which includes stock-based compensation, amortization of operating right-of-use assets, non-cash interest expense, and income from marketable securities and increases in working capital of $0.2 million.

Net cash provided by operating activities during the year ended December 31, 2025 was $19.7 million, primarily due to our net loss of $13.2 million, adjusted for addbacks for non-cash items of $113.6 million which includes stock-based compensation, amortization of operating right-of-use assets, non-cash interest expense, income from marketable securities, and depreciation, offset by decreases in working capital of $80.7 million, which includes decreases related to accounts payable and other liabilities, and operating lease liabilities, partially offset by increases related to receivables from collaborative partners, and prepaid expenses and other assets.

Investing Activities

2 unchanged sentences

Financing Activities

Cash used by financing activities during the year ended December 31, 2025 was $132.6 million, primarily related to $76.8 million for principal repayments of the liability for the sale of future royalties, $1.5 million for net share settlement of equity awards, $68.6 million paid for repurchases and retirements of common stock, offset by $14.3 million of cash received for the issuance of common stock.

Cash provided by financing activities during the year ended December 31, 2024 was $127.1 million, primarily related to $94.4 million of proceeds received from public offerings, net of underwriters’ fees, $50.0 million received for the sale of future royalties, $6.5 million of cash received for the issuance of common stock, offset by $15.2 million for repayments of the liability for the sale of future royalties, $7.5 million for net share settlement of equity awards, $0.5 million paid for repurchases and retirements of common stock excise tax, and $0.6 million payments for offering and debt issuance costs.

Cash used in financing activities during the year ended December 31, 2023 was $59.3 million, primarily related to $50.0 million paid for repurchases and retirements of common stock, $11.8 million for repayments of the liability for the sale of future royalties and debt issuance costs, offset by $2.5 million proceeds received from the issuance of common stock.

Contractual Obligations

3 unchanged sentences

For further information related to our operating lease, see Note 10 — Commitments and Contingencies in the accompanying notes to the consolidated financial statements included in Part II, Item 8, “Consolidated Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.

Quantitative and Qualitat ive Disclosures About Market Risk

Interest Rate Risk

We hold certain financial instruments for which a change in prevailing interest rates may cause the principal amount of the marketable securities to fluctuate.

Financial instruments that potentially subject us to significant concentrations of credit risk consist primarily of cash and cash equivalents, short-term and long-term investments.

We invest our excess cash primarily in money market funds, commercial paper and debt instruments of financial institutions, corporations, U.S.

government-sponsored agencies and the U.S.

The primary objectives of our investment activities are to ensure liquidity and to preserve principal while at the same time maximizing the income we receive from our marketable securities without significantly increasing risk.

Additionally, we established guidelines regarding approved investments and maturities of investments, which are designed to maintain safety and liquidity.

As of December 31, 2025, our investment portfolio includes cash, cash equivalents, and investments of $311.6 million that earn interest at market rates.

Our investments held during the year were comprised of highly rated instruments such as money market funds, certificates of deposit, agency securities, commercial obligations and U.S.

Treasury securities.

As of December 31, 2025, the majority of these instruments had a maturity of less than a year.

A hypothetical increase or decrease of 100 basis points on the interest rates of our investments would not have a material effect on the fair value of our investment portfolio and any losses would only be realized if we sold the investments prior to maturity.

Foreign Currency Exchange Risk

We conduct a portion of our business with CROs in currencies other than our U.S.

dollar functional currency.

These transactions give rise to monetary assets and liabilities that are denominated in currencies other than the U.S.

The value of these monetary assets and liabilities are subject to changes in currency exchange rates from the time the transactions are originated until settlement in cash.

Our foreign currency exposures are primarily concentrated in the euro, British pound, Australian dollar, and Canadian dollar.

Both realized and unrealized gains or losses on the value of these monetary assets and liabilities are included in the determination of net income.

We do not hedge our foreign currency exchange rate risk, however, we may do so in the future.

As of December 31, 2025, we had no material accounts payable or receivable denominated in foreign currencies, and a hypothetical 10% change in foreign currency exchange rates applicable to our business would not have had a material impact on our consolidated financial statements.

Inflation Risk

Inflation generally affects us by increasing our clinical trial and other operational costs.

We do not believe that inflation has had a material effect on our business, financial condition or results of operations during the years ended December 31, 2025, 2024 or 2023.

Consolidated Financial Stat ements and Supplementary Data

AnaptysBio, Inc.

Annual Report on Form 10-K

Index to Audited Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm

Consolidated Financial Statements

Consolidated Balance Sheets

Consolidated Statements of Operations and Comprehensive Loss

Consolidated Statements of Stockholders’ Equity

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

Report of Independent Regis tered Public Accounting Firm

To the Stockholders and Board of Directors

AnaptysBio, Inc.:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of AnaptysBio, Inc.

and subsidiary (the Company) as of December 31, 2025 and 2024, the related consolidated statements of operations 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 its 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.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that:

(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 a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Evaluation of Research and Development Costs

As discussed in Note 2 to the consolidated financial statements, the Company has entered into various contracts with third parties to perform research and development, including clinical manufacturing.

When billing terms under these contracts do not coincide with the timing of when work is performed, the Company makes estimates of the costs incurred by third parties during the period and the outstanding obligations to those third parties as of period end.

Estimates of costs incurred during the period that are included in period-end prepaid or accrued expense balances are based on a number of factors, including the review of open contracts and purchase orders, communicating with personnel and service providers to identify services that have been performed on the Company’s behalf and estimating the level of service performed and the associated costs incurred for the service when the Company has not yet been invoiced or otherwise notified of the actual cost.

Significant judgments and estimates are made by the Company in determining the costs incurred during the period that are included in prepaid or accrued expense balances at the end of each reporting period.

We identified the evaluation of research and development costs as a critical audit matter.

Subjective auditor judgment was involved in evaluating the nature and extent of evidence available in evaluating certain assumptions and inputs that were used in estimating the degree of completion of research and development programs when the Company has not yet been invoiced or otherwise notified of the actual cost.

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

On a sample basis, we examined contracts, invoices, and third-party confirmations and compared them to the assumptions and inputs that are described above.

We also examined certain invoices received after December 31, 2025 and evaluated whether services received prior to December 31, 2025 were included in the Company’s estimate of costs incurred as of December 31, 2025.

We have served as the Company’s auditor since 2009.

San Diego, California

March 3, 2026

Anaptys Bio, Inc.

Consolidated Balance Sheets

(in thousands, except par value)

December 31, 2025

December 31, 2024

Current assets:

Cash and cash equivalents

Receivables from collaborative partners

Short-term investments

Prepaid expenses and other current assets

Total current assets

Property and equipment, net

Operating lease right-of-use assets

Long-term investments

Other long-term assets

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Accounts payable

Accrued expenses

Current portion of operating lease liability

Total current liabilities

Liability related to sale of future royalties

Operating lease liability, net of current portion

Stockholders’ equity:

Preferred stock, $ 0.001 par value, 10,000 shares authorized and no shares, issued or outstanding at December 31, 2025 and December 31, 2024, respectively

Common stock, $ 0.001 par value, 500,000 shares authorized, 28,019 shares and 30,473 shares issued and outstanding at December 31, 2025 and December 31, 2024, respectively

Additional paid in capital

Accumulated other comprehensive (loss) gain

Accumulated deficit

Total stockholders’ equity

Total liabilities and stockholders’ equity

See accompanying notes to consolidated financial statements.

AnaptysBio, Inc.

Consolidated Statements of Op erations and Comprehensive Loss

(in thousands, except per share data)

Collaboration revenue

Operating expenses:

Research and development

General and administrative

Acquired in-process research and development

Total operating expenses

Income (loss) from operations

Other (expense) income, net:

Interest income

Non-cash interest expense for the sale of future royalties

Other income (expense), net

Total other (expense) income, net

Loss before income taxes

(Provision) benefit for income taxes

Other comprehensive loss:

Unrealized (loss) gain on available for sale securities

Comprehensive loss

Net loss per common share:

Basic and diluted

Weighted-average number of shares outstanding:

Basic and diluted

See accompanying notes to consolidated financial statements.

AnaptysBio, Inc.

Consolidated Statements o f Stockholders’ Equity

(in thousands)

Comprehensive

Stockholders’

Balance, January 1, 2023

Issuance of common stock from exercises of options and employee stock purchase plan

Issuance of common stock upon vesting of restricted stock units

Repurchases and retirements of common stock

Stock-based compensation

Comprehensive income

Balance, December 31, 2023

Issuance of common stock from exercises of options and employee stock purchase plan

Issuance of common stock upon vesting of restricted stock units

Net share settlement of restricted stock units

Issuance of common stock, net of $ 6,516 of transaction costs

Stock-based compensation

Comprehensive income

Balance, December 31, 2024

Issuance of common stock from exercises of options and employee stock purchase plan

Issuance of common stock upon vesting of restricted stock units

Net share settlement of restricted stock units

Repurchases and retirements of common stock

Stock-based compensation

Comprehensive loss

Balance, December 31, 2025

See accompanying notes to consolidated financial statements.

AnaptysBio, Inc.

Consolidated Statem ents of Cash Flows

(in thousands)

CASH FLOWS FROM OPERATING ACTIVITIES:

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

Depreciation and amortization

Stock-based compensation

Accretion/amortization of investments, net

Amortization of right-of-use assets – operating

Non-cash interest expense for sale of future royalties

Changes in operating assets and liabilities:

Receivables from collaborative partners

Prepaid expenses and other assets

Accounts payable and other liabilities

Operating lease liabilities

Net cash provided by (used in) operating activities

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchase of investments

Sales and maturities of investments

Purchases of property and equipment

Net cash provided by investing activities

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from public offerings, net of underwriters' fees

Proceeds from issuance of common stock

Proceeds from the sale of future royalties

Principal repayment of liability for sale of future royalties

Payments for repurchase of common stock

Payment for net share settlement of equity awards

Payments for offering costs, net

Payments for issuance costs related to the sale of future royalties

Net cash (used in) provided by financing activities

Net increase (decrease) in cash and cash equivalents

Cash and cash equivalents, beginning of period

Cash and cash equivalents, end of period

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

Interest portion of repayment for sale of future royalties

State income taxes paid

Non-cash investing and financing activities:

Amounts accrued for property and equipment

Amounts accrued for repurchase of common stock

Receivable related to issuance of common stock, upon exercise of stock options

See accompanying notes to consolidated financial statements.

AnaptysBio, Inc.

Notes to Consolidat ed Financial Statements

Description of the Business

AnaptysBio, Inc.

(“we,” “us,” “our,” or the “Company”) was incorporated in the state of Delaware in November 2005.

We are a clinical-stage biotechnology company focused on delivering innovative immunology therapeutics for autoimmune and inflammatory diseases.

We currently recognize revenue from milestones and royalties achieved under our immuno-oncology collaboration with GSK and license and transition services revenue from our collaboration with Vanda.

Since our inception, we have devoted our primary effort to research and development activities.

Our financial support has been provided primarily from the sale of our common stock and royalty monetizations, as well as through funds received under our collaborative research and development agreements.

Going forward, as we continue our expansion, we may seek additional financing and/or strategic investments.

However, there can be no assurance that any additional financing or strategic investments will be available to us on acceptable terms, if at all.

If events or circumstances occur such that we do not obtain additional funding, we will most likely be required to reduce our plans and/or certain discretionary spending, which could have a material adverse effect on our ability to achieve our intended business objectives.

Our management believes our currently available resources will provide sufficient funds to enable us to meet our operating plans for at least the next 12 months from the issuance of our consolidated financial statements.

The accompanying consolidated financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.

Intention to Separate Company

In September 2025, we announced that our board of directors (“Board of Directors”) approved plans to explore separating our business into two independent, publicly traded companies.

While the proposed separation is anticipated to be a taxable event, we are focused on minimizing overall corporate and shareholder-level taxes across the entire transaction.

Public Offerings

On August 15, 2024, we completed an underwritten public offering selling 2,750,498 shares of common stock, at an offering price of $ 36.50 per share.

The aggregate net proceeds received by us from the offering were $ 93.9 million, net of underwriting discounts and commissions and offering expenses of $ 6.5 million, in the aggregate.

Summary of Significant Accounting Policies

Basis of Presentation

The accompanying consolidated financial statements have been prepared pursuant to the rules and regulations of the SEC.

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S.

Basis of Consolidation

The accompanying consolidated financial statements include us and our wholly owned Australian subsidiary, which was deregistered with the Australian Securities & Investments Commission as of December 31, 2025 .

The deregistration did not have a material impact on our consolidated financial statements.

All intercompany accounts and transactions have been eliminated in consolidation.

We operate in two reportable segments, and our functional and reporting currency is the U.S.

Use of Estimates

The preparation of the accompanying consolidated financial statements in conformity with U.S.

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

Actual results could differ from those estimates.

We base our estimates and assumptions on historical experience when available and on various factors that we believe to be reasonable under the circumstances.

Significant estimates relied upon in preparing these financial statements include estimates related to revenue recognition, accrued research and development expenses, stock-based compensation, and the liability related to the sale of future royalties.

We evaluate our estimates and assumptions on an ongoing basis.

Our actual results could differ from these estimates under different assumptions or conditions.

Cash and Cash Equivalents

We consider all highly liquid investments with a maturity at date of purchase of three months or less to be cash equivalents.

Cash equivalents consist primarily of money market and mutual funds with original maturities of 90 days or less.

Short-Term and Long-Term Investments

All investments have been classified as “available-for-sale” and are carried at fair value as determined based upon quoted market prices or pricing models for similar securities at period end.

Investments with contractual maturities less than 12 months at the balance sheet date are considered short-term investments.

Those investments with contractual maturities 12 months or greater at the balance sheet date are considered long-term investments.

Dividend and interest income are recognized when earned.

Realized gains and losses are included in earnings and are derived using the specific identification method for determining the cost of securities sold.

Unrealized gains and losses are reported as a component of accumulated other comprehensive income (loss).

We review our portfolio of available-for-sale debt securities, using both quantitative and qualitative factors, to determine if declines in fair value below cost have resulted from a credit-related loss or other factors.

If the decline in fair value is due to credit-related factors, a loss is recognized in net income, whereas if the decline in fair value is not due to credit-related factors, the loss is recorded in other comprehensive income (loss).

No credit impairment losses have been recorded during the years ended December 31, 2025, 2024, or 2023 .

Concentration of Credit Risk

Financial instruments that potentially subject us to a concentration of credit risk consist of cash and cash equivalents and certain investments in money market funds, certificates of deposit, agency securities, commercial obligations and U.S.

Treasury securities.

Bank deposits are diversified between three financial institutions and these deposits may exceed insured limits.

We are exposed to credit risk in the event of default by the financial institutions holding our cash and cash equivalents and issuers of investments that are recorded on our consolidated balance sheets.

We mitigate our risk by investing in high-grade instruments and limiting the concentration in any one issuer, which limits our exposure.

Property and Equipment

Property and equipment are stated at cost, less accumulated depreciation.

Expenditures for major additions and betterments are capitalized.

Maintenance and repairs are charged to operations as incurred.

Depreciation and amortization are calculated using the straight-line method over the estimated useful lives of the assets, which range from three to seven years .

Leasehold improvements are amortized using the straight-line method over the term of the lease.

Upon sale or retirement of property and equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in operations.

Long Lived Assets

Long-lived assets, consisting of property and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable.

If circumstances require a long-lived asset or asset group to be tested for possible impairment, we first compare undiscounted cash flows expected to be generated by the asset or asset group to its carrying amount.

If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment loss is recognized and is measured as the amount by which the carrying value exceeds the estimated fair value of the assets.

No impairment charges were recorded during the years ended December 31, 2025, 2024, or 2023 .

Our leases consist of a lease for office and lab space that is classified as an operating lease.

We determine if an arrangement is a lease at inception.

Rent expense is recognized on a straight-line basis.

When an operating lease includes rent abatements or requires fixed escalations of the minimum lease payments, the aggregate rental expense is recognized on a straight-line basis over the term of the lease.

When an operating lease includes lease incentives such as leasehold improvement allowances, the lease incentive is included in ROU asset.

For leases that have greater than a 12-month lease term, the ROU assets and lease liabilities are recognized based on the present value of the future minimum unpaid lease payments over the lease term.

For this purpose, we consider only payments that are fixed and determinable at the time of commencement.

As our lease does not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of future payments.

We account for fixed lease components separately from non-lease components.

We elected the practical expedient to not record leases with an initial term of 12 months or less on the balance sheet and recognize the associated lease payments in the consolidated statements of operations on a straight-line basis over the lease term.

Liability Related to the Sale of Future Royalties

We treat the liability related to the sale of future royalties as debt, amortized under the effective interest rate method over the estimated life of the Jemperli Royalty Monetization Agreement and the Zejula Royalty Monetization Agreement.

For more information, see Note 5.

The amortization of the liability related to the sale of future revenue is based on our current estimates of future royalty payments.

Royalty and milestone revenue will be recognized as earned and the payments made will be recorded as a reduction of the liability when paid.

Debt Issuance Costs

Debt issuance costs related to a recognized debt liability are deferred and amortized over the term of the debt using the effective interest method.

These costs are recorded as a direct reduction to the carrying value of the debt on the balance sheet and the amortization expense is included in non-cash interest expense in the statement of operations.

Non-Cash Interest Expense on the Liability Related to the Sale of Future Royalties

The total threshold of royalties to be paid, less the net proceeds received will be recorded as non-cash interest expense over the life of the liability.

We impute interest on the unamortized portion of the liability using the effective interest method and record expense based on the timing of payments received over the term of the Jemperli Royalty Monetization Agreement and the Zejula Royalty Monetization Agreement.

Over the course of the agreement, the actual interest rate will be affected by the timing of royalty and milestone payments made and changes in the forecasted revenue.

Revenue Recognition

Revenue is recognized in accordance with revenue recognition accounting guidance, which utilizes five basic steps to determine whether revenue can be recognized and to what extent:

(i) identify the contract with a customer;

(ii) identify the performance obligation;

(iii) determine the transaction price;

(iv) allocate the transaction price;

and (v) determine the recognition period.

Performance Obligations.

We evaluate deliverables on a contract-by-contract basis to determine whether each deliverable represents a good or service that is distinct or has the same pattern of transfer as other deliverables.

A deliverable is considered distinct

if the customer can benefit from the good or service independently of other goods/services either in the contract or that can be obtained elsewhere, without regard to contract exclusivity, and the entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contact.

If the deliverable is not considered distinct, we combine such deliverables and account for them as a single performance obligation.

We allocate the consideration to each deliverable at the inception of the arrangement based on the stand alone selling price.

Our performance obligations may include the following:

• License Arrangements.

The performance obligations under our collaboration and license agreements generally include exclusive or nonexclusive licenses to one or more products generated using our technologies.

Licenses for multiple antibodies within a single contract are generally combined as they have substantially the same pattern of transfer to the customer.

Historically, our licenses have held no value to the customer, as the antibodies were in the discovery phase and required our expertise for further development.

Accordingly, licenses are not considered distinct.

• Research and Development Services.

The performance obligations under our collaboration and license agreements generally include research and development services we perform on behalf of or with our collaborators.

As discussed within license arrangements above, our licenses have historically held no value without the research and development services we provide.

As we generally only provide research and development services for internally generated antibodies that require a license to be utilized by a third party, our research and development services are not considered distinct.

• Steering Committee Meetings.

The performance obligations under our collaboration and license agreements may also include our participation on steering committees, which allows us to direct the progression of our discovery programs.

As these steering committees would not occur or benefit the customer without the use of our licenses, these are not considered distinct.

For our collaboration agreements, this is generally over the period in which research and development services have been performed.

There were no new agreements with performance obligations entered into during the year ended December 31, 2025.

Transaction Price.

Our collaboration and license agreements generally include both fixed and variable consideration.

Fixed payments, such as those for upfront fees are included in the transaction price at contract value, while variable consideration such as reimbursement for research and development services, milestone and royalty payments are estimated and then evaluated for constraints upon inception of the contract and evaluated on a quarterly basis thereafter.

Research and development services are updated for actual invoices.

Given the nature of our agreements, milestones are estimated using the most likely amount and are evaluated on a quarterly basis.

Upon commercialization, royalty payments will be recognized in the period incurred.

Royalty Revenue

We receive royalty revenue on sales by our partners of products covered by patents or contract rights that we own and net sales of their approved drugs, where we have concluded the license is the predominant item to which the royalties relate.

We do not have future performance obligations under these license arrangements.

We generally satisfy our obligation to grant intellectual property rights on the effective date of the contract.

However, we apply the royalty recognition constraint required under the guidance for sales-based royalties, which requires a sales-based royalty to be recorded when the underlying sale occurs.

Therefore, royalties on sales of products commercialized by our partners are recognized in the quarter the product is sold.

Our partners generally report sales information to us on a quarter lag.

Thus, we estimate the expected royalty proceeds based on an analysis of our partners’ historical experience including their publicly announced sales.

Differences between actual and estimated royalty revenues are adjusted for in the period in which they become known, typically the following quarter.

As of December 31, 2025 , there have not been material differences between actual and estimated royalty revenues.

Research and Development Expenses

Research and development costs primarily include third party clinical and preclinical research and development services such as manufacturing, laboratory and related supplies, salaries and personnel-related costs, in-licensing fees, outside services, and an allocation of information technology, and facility overhead costs.

Costs associated with research and development activities are expensed as incurred.

We account for nonrefundable advance payments for goods and services that will be used in future research and development activities as expense when the service has been

performed or when the goods have been received.

We estimate research and development costs incurred during the period, which impacts the amount of accrued expenses and prepaid balances related to such costs as of each balance sheet date.

This process involves reviewing open contracts and purchase orders, communicating with our personnel and service providers to identify services that have been performed on our behalf and estimating the level of service performed and the associated cost incurred for the service when we have not yet been invoiced or otherwise notified of the actual cost.

The majority of our service providers invoice us monthly in arrears for services performed or when contractual milestones are met.

We make estimates of our accrued expenses as of each balance sheet date based on facts and circumstances known to us at that time.

We periodically confirm the accuracy of our estimates with the service providers and make adjustments if necessary.

The significant estimates in our accrued research and development expenses include the costs incurred for services performed by our vendors in connection with research and development activities for which we have not yet been invoiced.

Upfront and milestone payments incurred under our in-licensing agreements are expensed as research and development in the period in which they are incurred, provided that the technology or method has no alternative future use.

Stock-Based Compensation

We recognize stock-based compensation expense using a fair-value-based method for costs related to all share-based payments, including stock options.

Stock-based compensation cost for stock options granted to our employees and directors is measured at the grant date based on the fair-value of the award which is estimated using the Black-Scholes option-pricing model, and is recognized as expense over the requisite service period on a straight-line basis.

We recognize forfeitures in the period in which forfeitures occur and record stock-based compensation expense as though all awards are expected to vest.

We record the expense for stock-based compensation awards subject to performance-based milestone vesting over the requisite service period when management determines that achievement of the milestone is probable.

Management evaluates when the achievement of a performance-based milestone is probable based on the expected satisfaction of the performance conditions at each reporting date.

Each Restricted Stock Unit (“RSU”) represents one equivalent share of our common stock to be issued after satisfying the applicable continued service-based vesting criteria over a specified period.

The fair value of these RSUs is based on the closing price of our common stock on the date of the grant.

We measure compensation expense over the expected vesting period on a straight-line basis.

Each Performance Stock Unit (“PSU”) represents one equivalent share of our common stock to be issued after achievement of the performance metrics specified in the grant.

The fair value of our PSUs is estimated as of the grant date, based upon the expected achievement of the performance metrics specified in the grant and the closing market price of our common stock on the date of grant.

The grant date fair value is estimated using a Monte Carlo simulation.

The compensation expense for the awards is recognized over the requisite service period regardless of whether the market conditions are achieved and will only be adjusted for pre-vesting forfeitures due to the termination of the recipient’s employment with the Company prior to the expiration of the requisite service period.

No tax benefits for stock-based compensation have been recognized in the statements of changes in stockholders’ equity or cash flows.

We have not recognized, and do not expect to recognize in the near future, any tax benefit related to stock-based compensation cost as a result of our full valuation allowance on net deferred tax assets and net operating loss carryforwards.

Segment Reporting

ASC Topic 280, Segment Reporting, establishes standards for companies to report financial statement information about operating segments.

Operating segments are defined as components of an enterprise engaging in business activities for which separate financial information is available that is regularly evaluated by the company’s chief operating decision-makers in deciding how to allocate resources and assess performance.

Our chief operating decision maker (“CODM”) has been identified as the Chief Executive Officer.

During fiscal year 2025, in connection with the planned separation of the businesses, the CODM changed the information he regularly reviews in evaluating the allocation of resources and assessing operating performance.

As a result of these changes, we updated our segment reporting to reflect two operating segments:

Biopharma and Royalty Management.

Our Biopharma segment focuses on the development and potential commercialization of innovative immunology therapeutics for autoimmune and inflammatory diseases and our Royalty Management segment manages the financial collaboration for Jemperli from GSK and for imsidolimab from Vanda.

We account for income taxes under the asset and liability method.

Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and tax basis of assets and liabilities and are measured using enacted tax rates and laws that are expected to be in effect when the differences are expected to be recovered or settled.

Realization of deferred tax assets is dependent upon future taxable income.

A valuation allowance is recognized if it is more likely than not that some portion or all of a deferred tax asset will not be realized based on the weight of available evidence, including expected future earnings.

We recognize an uncertain tax position in our consolidated financial statements when we conclude that a tax position is more likely than not to be sustained upon examination based solely on technical merits.

Only after a tax position passes the first step of recognition will measurement be required.

Under the measurement step, the tax benefit is measured as the largest amount of benefit that is more likely than not to be realized upon effective settlement.

This is determined on a cumulative probability basis.

The full impact of any change in recognition or measurement is reflected in the period in which such change occurs.

We have elected to accrue any interest or penalties related to income taxes as part of our income tax expense.

Functional Currency of Foreign Operations

Our Australian subsidiary operates in a U.S.

dollar functional currency environment.

Assets and liabilities of our foreign subsidiary that are not denominated in the functional currency are remeasured into U.S.

dollars at foreign currency exchange rates in effect at the balance sheet date except for nonmonetary assets and capital accounts, which are remeasured at historical foreign currency exchange rates in effect at the date of transaction.

Expenses are generally remeasured at monthly foreign currency exchange rates which approximate average rates in effect during each period.

Net realized and unrealized gains and losses from foreign currency transactions and remeasurement are reported in other income (expense), net, in the consolidated statements of operations.

Comprehensive Income (Loss)

Comprehensive income (loss) represents all changes in stockholders’ equity except those resulting from distributions to stockholders.

Our unrealized gains and losses on available for sale investments represent the only component of other comprehensive income (loss) that is excluded from the reported net income (loss).

Net Loss Per Common Share

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

Diluted net loss per share is computed by dividing net loss by the weighted-average number of common equivalent shares outstanding for the period, as well as any dilutive effect from outstanding stock options and awards using the treasury stock method.

For each period presented, there is no difference in the number of shares used to calculate basic and diluted net loss per share.

The following table sets forth the weighted-average outstanding potentially dilutive securities that have been excluded in the calculation of diluted net loss per share because to do so would be anti-dilutive (in common stock equivalent shares):

(in thousands)

Options to purchase common stock

Accounting Pronouncements

We have implemented all new accounting pronouncements that are in effect and may have an impact on our consolidated financial statements.

Unless otherwise discussed, we believe the impact of any recently issued and not yet effective pronouncements will not have a material impact on our consolidated financial statements.

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No.

2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures.

The new standard requires a company to expand its existing income tax disclosures, specifically related to the rate reconciliation and income taxes paid.

The standard is effective for us beginning in fiscal year 2025.

We adopted ASU 2023-09 for the year ended December 31, 2025, applying the new standard prospectively.

The significant impact of ASU 2023-09 to our income tax footnote includes an expanded rate reconciliations detail disclosing additional information related to foreign tax effects.

Recent Accounting Pronouncements Not Yet Adopted

In November 2024, the FASB issued ASU No.

2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses, which requires disclosure about the types of costs and expenses included in certain expense captions presented on the income statement .

The new disclosure requirements are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027.

Early adoption is permitted.

We are currently evaluating the provisions of this guidance and assessing the potential impact on our financial statement disclosures.

In December 2025, the FASB issued ASU No.

2025-11, Interim Reporting (Topic 270):

Narrow-Scope Improvements, which clarifies the guidance in Topic 270 to improve the consistency of interim financial reporting.

The ASU provides a comprehensive list of required interim disclosures and introduces a disclosure principle requiring entities to disclose events since the end of the last annual period that have a material impact on the entity.

ASU 2025-11 is effective for fiscal years beginning after December 15, 2027, including interim periods within those fiscal years, with early adoption permitted.

We are currently evaluating the impact of adoption on our financial statement disclosures.

Balance Sheet Accounts and Supplemental Disclosures

Property and Equipment, Net

Property and equipment, net consist of the following:

(in thousands)

December 31, 2025

December 31, 2024

Laboratory equipment

Office furniture and equipment

Leasehold improvements

Property and equipment, gross

accumulated depreciation and amortization

Total property and equipment, net

Accrued Expenses

Accrued expenses consist of the following:

(in thousands)

December 31, 2025

December 31, 2024

Accrued compensation and related expenses

Accrued professional fees and other expenses

Accrued research, development and manufacturing expenses

Accrued for repurchase of common stock

Total accrued expenses

Collaborative Research and Development Agreements

GSK Collaboration

In March 2014, we entered into a Collaboration and Exclusive License Agreement (the “GSK Agreement”) with TESARO, Inc.

(“Tesaro”), an oncology-focused biopharmaceutical company now a part of GSK (Tesaro and GSK are hereinafter referred to, collectively, as “GSK”).

Currently, under the GSK Agreement, GSK is developing Jemperli (dostarlimab) as a monotherapy and in combination with additional therapies, for various solid tumor indications.

On October 23, 2020, Amendment No.

3 to the GSK Agreement (the “GSK Amendment No.

3”) was agreed to by both parties to permit GSK to conduct development and commercialization in combination with any third party molecules of Zejula, an oral, once-daily poly (ADP-ribose) polymerase (PARP) inhibitor (“Zejula”).

Under GSK Amendment No.

3, we were granted increased royalties upon sales of Jemperli, equal to 8 % of net sales (as defined in the GSK Agreement) below $ 1.0 billion, 12 % of net sales between $ 1.0 billion and $ 1.5 billion, 20 % of net sales between $ 1.5 billion and $ 2.5 billion and 25 % of net sales above $ 2.5 billion.

Unless earlier terminated by either party upon specified circumstances, the GSK Agreement will terminate, with respect to each specific developed product, upon the later of the 12 th anniversary of the first commercial sale of the product or the expiration of the last to expire of any patent.

We assessed these arrangements in accordance with ASC 606 and concluded that the contract counterparty, GSK, is a customer.

We identified the following material promises under the GSK Agreement:

(1) the licenses under certain patent rights and transfer of certain development and regulatory information, (2) research and development (“R&D”) services, and (3) joint steering committee meetings.

We considered the research and discovery capabilities of GSK for these specific programs and the fact that the discovery and optimization of these antibodies is proprietary and could not, at the time of contract inception, be provided by other vendors, to conclude that the license does not have stand-alone functionality and is therefore not distinct.

Additionally, we determined that the joint steering committee participation would not have been provided without the R&D services and GSK Agreement.

Based on these assessments, we identified all services to be interrelated and therefore concluded that the promises should be combined into a single performance obligation at the inception of the arrangement.

As of December 31, 2025, the transaction price for the GSK Agreement and its associated amendments includes the upfront payment, research reimbursement revenue and milestones and royalties earned to date, which are allocated in their entirety to the single performance obligation.

We recognized $ 99.9 million in royalty revenue during the year ended December 31, 2025 related to GSK’s net sales of Jemperli and Zejula during the period, which we estimate based on either GSK’s prior sales experience or actuals.

Of the royalty revenue recognized during the year ended December 31, 2025 , $ 96.0 million is Jemperli non-cash revenue related to the Jemperli Royalty Monetization Agreement (as amended), and $ 3.9 million is Zejula non-cash revenue related to the Zejula Monetization Agreement, each of such agreements as described in Note 5.

We recognized $ 51.3 million in royalty revenue during the year ended December 31, 2024, related to GSK’s net sales of Jemperli and Zejula during the period based on GSK’s prior sales experience or actuals.

Of the royalty revenue recognized during the year ended December 31, 2024 , $ 47.4 million is Jemperli non-cash revenue related to the Jemperli Royalty Monetization Agreement (as amended) and $ 3.9 million is Zejula non-cash revenue related to the Zejula Royalty Monetization Agreement.

We recognized $ 17.2 million in royalty revenue during the year ended December 31, 2023.

Of the royalty revenue recognized during the year ended December 31, 2023 , $ 13.8 million is Jemperli non-cash revenue related to the Jemperli Royalty Monetization Agreement (as amended) and $ 3.4 million is Zejula non-cash revenue related to the Zejula Royalty Monetization Agreement.

GSK reports sales information to us on a one quarter lag and differences between actual and estimated royalty revenues will be adjusted in the following quarter.

Two sales milestones, for a total of $ 125.0 million, were recognized during the year ended December 31, 2025 when Jemperli annual sales exceeded both the $ 750.0 million and $ 1.0 billion thresholds.

The $ 75.0 million cash milestone which was achieved when annual sales exceeded $ 1.0 billion was paid to us, as we retained the rights to this milestone.

The $ 50.0 million milestone, achieved when sales exceeded $ 750.0 million was paid to Sagard.

Two sales milestones, for a total of $ 40.0 million, were recognized during the year ended December 31, 2024 when Jemperli annual sales exceeded both the $ 250.0 million and $ 500.0 million sales thresholds.

Aside from the $ 75.0 million milestone, these sales milestones represent Jemperli non-cash revenue related to the Jemperli Royalty Monetization Agreement (as amended).

No milestones were recognized during the year ended December 31, 2023.

No other future clinical or regulatory milestones have been included in the transaction price, as all future milestone amounts were subject to the revenue constraint.

As part of the constraint evaluation, we considered numerous factors including the fact that the receipt of milestones is outside of our control and contingent upon regulatory filing and approval in a second indication, an outcome that is difficult to predict, and GSK’s efforts.

Any consideration related to sales-based milestones, including royalties, will be recognized when the related sales occur as they were determined to relate predominantly to the intellectual property license granted to GSK and therefore have also been excluded from the transaction price.

We will re-evaluate the variable transaction price in each reporting period and as uncertain events are resolved or other changes in circumstances occur.

Milestones under the GSK Agreement are as follows:

(Jemperli/Dostarlimab)

Milestone Event

Quarter Recognized

Initiated in vivo toxicology studies using good laboratory practices (GLPs)

IND clearance from the FDA

Phase 2 clinical trial initiation

Phase 3 clinical trial initiation - first indication

Phase 3 clinical trial initiation - second indication

Filing of the first BLA (1) - first indication

Filing of the first MAA (2) - first indication

Filing of the first BLA - second indication

First BLA approval - first indication

First MAA approval - first indication

First BLA approval - second indication

Filing of the first MAA - second indication (3)

First MAA approval - second indication (3)

First commercial sales milestone (3)

Second commercial sales milestone (3)

Third commercial sales milestone (3)

Fourth commercial sales milestone (4)

Milestones recognized through December 31, 2025

Milestones that may be recognized in the future

(1) Biologics License Application (“BLA”)

(2) Marketing Authorization Application (“MAA”)

(3) For Jemperli, the filing and approval of the first MAA for a second indication and first three commercial sales milestones are included as part of the royalty monetization agreement with Sagard (as defined below).

For more information, see Note 5.

Cash is generally received within 30 days of milestone achievement.

(4) For Jemperli, we retained the rights to a $ 75.0 million sales milestone when Jemperli annual net sales exceeded $ 1 billion.

We received the cash milestone payment in December 2025.

We recognized $ 224.9 million in revenue under the GSK Agreement during the year ended December 31, 2025 , of which $ 99.9 million was related to royalty revenue and $ 125.0 million was related to milestone revenue, as there were two milestones earned during the year.

We recognized $ 91.3 million in revenue during the year ended December 31, 2024 , of which $ 51.3 million was related to royalty revenue and $ 40.0 million was related to milestone revenue, as there were two milestones earned during the year.

We recognized $ 17.2 million in revenue during the year ended December 31, 2023 , of which $ 17.2 million was related to royalty revenue and none was related to milestone revenue.

We are currently party to litigation with GSK with respect to the GSK Agreement.

“Legal Proceedings” for additional information.

Vanda Collaboration

Pursuant to the terms of the Vanda License Agreement, we received an upfront payment of $ 10.0 million for the license and a $ 5.0 million payment for existing drug supply.

We allocated the total transaction price of $ 15.0 million on a relative standalone selling price in accordance with ASC 606.

During the year ended December 31, 2025 , we recognized $ 9.5 million of license revenue under ASC 606.

During the year ended December 31, 2025 , we recognized $ 0.2 million of transition services revenue under ASC 606 and $ 5.4 million related to existing drug supply transferred to Vanda as other income under ASC 610.

We expensed the $ 2.5 million of

related transaction costs within general and administrative expenses, during the year ended December 31, 2025, as we elected the practical expedient to expense the transaction costs as incurred as the expected amortization period was less than a year.

We are also eligible to receive a 10 % royalty on net sales, as well as the following milestones under the Vanda License Agreement:

Milestone Event

Quarter Recognized

FDA regulatory approval for marketing of first licensed product in the USA for the treatment of active flares in GPP

Regulatory approval for marketing of the first licensed product in the EU

Commercial sales first exceed $ 100.0 million

Milestones recognized through December 31, 2025

Milestones that may be recognized in the future

On November 24, 2023, we entered into an exclusive license agreement (as amended, the “Centessa Agreement”) with Centessa Pharmaceuticals (UK) Limited (“Centessa”), pursuant to which we acquired the exclusive global development and commercialization rights to a blood dendritic cell antigen 2 (BDCA2) modulator antibody portfolio, including lead asset CBS004 (renamed ANB101) and the related family of antibodies, for the treatment of autoimmune and inflammatory diseases.

In connection with the Centessa Agreement, we paid Centessa an upfront cash payment of $ 4.0 million and an additional cash payment of $ 3.0 million as reimbursement to Centessa for manufacturing costs incurred.

There were $ 0.3 million in transaction costs incurred.

The total transaction amount of $ 7.3 million was expensed as in-process research and development and classified as an operating activity in the statement of cash flows.

We accounted for the transaction as an asset acquisition as the set of acquired assets did not constitute a business.

Under the terms of the Centessa Agreement, Centessa may be entitled to receive potential future payments of up to $ 10.0 million upon the achievement of a certain event-based milestone and would be entitled to receive on a product-by-product and country-by-country basis, a royalty of low single digits on annual net sales of any product in the territory in each calendar year.

As of December 31, 2025 , achievement of the milestone is not probable and, therefore, we have not recognized a liability for the associated $ 10.0 million contingent consideration.

Sale of Future Royalties

Jemperli Royalty Monetization Agreement

In October 2021, we signed a royalty monetization agreement (“Jemperli Royalty Monetization Agreement”) with Sagard Healthcare Royalty Partners, LP (“Sagard”).

Under the terms of the Jemperli Royalty Monetization Agreement, we received $ 250.0 million in exchange for royalties and milestones payable to us under our GSK collaboration on annual global net sales of Jemperli.

In May 2024, we entered into an amendment to the Jemperli Royalty Monetization Agreement, Amendment No.

1 (the “Jemperli Amendment”) under which we sold additional receivables to Sagard in exchange for $ 50.0 million.

The Jemperli Amendment includes all Jemperli sales, including any product containing Jemperli, whether or not such product constitutes a combination product, and the threshold amounts of aggregate Jemperli royalties and milestones to be received by Sagard under the Jemperli Amendment is either $ 600.0 million if received by the end of March 31, 2031, or $ 675.0 million if received thereafter.

As of December 31, 2025 , Sagard has received a total of $ 216.7 million in royalties and milestones.

The proceeds received from Sagard of $ 250.0 million and $ 50.0 million were recorded as a nonrecourse liability, net of transaction costs of $ 0.4 million and $ 0.1 million, which will be amortized over the estimated life of the arrangement using the effective interest rate method.

The aggregate future estimated payments, less the $ 299.5 million, net of proceeds, will be recognized as non-cash interest expense over the life of the agreement.

Royalty and milestone revenue will be recognized as earned on net sales of Jemperli, and these payments to Sagard will be recorded as a reduction of the liability when paid.

As such payments are made to Sagard, the balance of the liability will be effectively repaid over the life of the Jemperli Royalty Monetization Agreement.

We estimate the effective interest rate used to record non-cash interest expense under the Jemperli Royalty Monetization Agreement based on the estimate of future royalty payments to be received by Sagard.

As of December 31, 2025 , the estimated effective rate under the agreement was 33.1 %.

Over the life of the arrangement, the actual effective interest rate will be affected by the amount and the timing of the royalty payments received by Sagard and changes in our forecasted royalties.

At each reporting date, we will reassess our estimate of total future royalty payments to be received and if such payments are materially different than our prior estimates, we will prospectively adjust the imputed interest rate and the related amortization of the royalty obligation.

Two sales milestones totaling $ 125.0 million were recognized during the year ended December 31, 2025 , when Jemperli annual sales exceeded both the $ 750 million and $ 1.0 billion thresholds.

The $ 75.0 million milestone which was achieved when annual sales exceeded $ 1.0 billion was retained by the Company, with the remaining $ 50.0 million paid to Sagard.

We recognized two sales milestones for a total of $ 40.0 million during the year ended December 31, 2024 , when Jemperli annual sales exceeded both the $ 250.0 million and $ 500.0 million thresholds.

No milestones were recognized during the year ended December 31, 2023.

We recognized Jemperli non-cash royalty revenue of approximately $ 96.0 million, $ 47.4 million and $ 13.8 million during the years ended December 31, 2025, 2024 and 2023 , respectively and non-cash interest expense of approximately $ 81.6 million, $ 49.1 million and $ 17.1 million during the years ended December 31, 2025, 2024 and 2023, respectively.

The interest and amortization of issuance costs is reflected as non-cash interest expense for the sale of future royalties in the Consolidated Statements of Operations.

The following table shows the activity within the liability account for the year ended December 31, 2025:

(in thousands)

December 31, 2025

Liability related to sale of future Jemperli royalties and milestones - balance at 12/31/2024

Amortization of issuance costs

Royalty and milestone payments to Sagard

Non-cash interest expense recognized (1)

Liability related to sale of future royalties and milestones - ending balance

(1) Of the non-cash interest expense recognized, $ 1.7 million was negative amortization for the year ended December 31, 2025 .

Zejula Royalty Monetization Agreement

In October 2020, in connection with GSK Amendment No.

3, GSK agreed, under the terms of a settlement agreement (the “GSK Settlement Agreement”), to pay us a royalty of 0.5 % on all GSK net sales of Zejula starting January 1, 2021.

In September 2022, we signed a purchase and sale agreement (the “Zejula Royalty Monetization Agreement”) with a wholly owned subsidiary of DRI to monetize all of our future royalties on global net sales of Zejula under the GSK Settlement Agreement.

Under the terms of the Zejula Royalty Monetization Agreement, we received $ 35.0 million in exchange for all royalties payable by GSK to us under the GSK Settlement Agreement on global net sales of Zejula starting in July 2022.

The proceeds received from DRI of $ 35.0 million were recorded as a nonrecourse liability, net of transaction costs of $ 0.2 million, which will be amortized over the estimated life of the arrangement using the effective interest rate method.

Royalty revenue will be recognized as earned on net sales of Zejula, and these royalty payments to DRI will be recorded as a reduction of the liability when paid.

The aggregate future estimated payments, less the $ 34.8 million, of net proceeds, will be recorded as non-cash interest expense over the life of the agreement.

As such payments are made to DRI, the balance of the liability will be effectively repaid over the life of the Zejula Royalty Monetization Agreement.

We recognized Zejula non-cash royalty revenue of approximately $ 3.9 million, $ 3.9 million and $ 3.4 million during the years ended December 31, 2025, 2024 and 2023 , respectively and recognized negative non-cash interest expense of approximately $ 1.9 million for the year ended December 31, 2025 , and non-cash interest expense of $ 1.0 million during both of the years ended December 31, 2024 and 2023.

The interest and amortization of issuance costs is reflected as non-cash interest expense for the sale of future royalties in the Consolidated Statements of Operations.

The following table shows the activity within the liability account for the year ended December 31, 2025:

(in thousands)

December 31, 2025

Liability related to sale of future Zejula royalties and milestones - balance at 12/31/2024

Amortization of issuance costs

Royalty and milestone payments to DRI

Non-cash interest expense recognized

Liability related to sale of future royalties and milestones - ending balance

Fair Value Measurements and Available for Sale Investments

Fair Value Measurements

Our financial instruments consist principally of cash, cash equivalents, short-term and long-term investments, receivables, and accounts payable.

Certain of our financial assets and liabilities have been recorded at fair value in the consolidated balance sheet in accordance with the accounting standards for fair value measurements.

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date.

Accounting guidance also establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

The standard describes three levels of inputs that may be used to measure fair value:

Level 1 - Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2 - Inputs are observable, unadjusted quoted prices in active markets for similar assets or liabilities, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities;

Level 3 - Unobservable inputs that are supported by little or no market activities, therefore requiring an entity to develop its own assumptions.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following table summarizes our assets and liabilities that require fair value measurements on a recurring basis and their respective input levels based on the fair value hierarchy:

Fair Value Measurements at End of Period Using:

(in thousands)

Quoted Market

Identical Assets

Inputs (Level 2)

Inputs (Level 3)

At December 31, 2025

Money market funds (1)

Mutual funds (1)

Treasury securities (2)

Commercial and corporate obligations (2)

At December 31, 2024

Money market funds (1)

Mutual funds (1)

Treasury securities (1)(2)

Agency securities (2)

Commercial and corporate obligations (2)

(1) Included in cash and cash equivalents in the accompanying consolidated balance sheets.

(2) Included in short-term or long-term investments in the accompanying consolidated balance sheets depending on the respective maturity date.

The following methods and assumptions were used to estimate the fair value of our financial instruments for which it is practicable to estimate that value:

Marketable Securities.

For fair values determined by Level 1 inputs, which utilize quoted prices in active markets for identical assets, the level of judgment required to estimate fair value is relatively low.

For fair values determined by Level 2 inputs, which utilize quoted prices in less active markets for similar assets, the level of judgment required to estimate fair value is also considered relatively low.

Fair Value of Other Financial Instruments

The carrying amounts of certain of our financial instruments, including cash and cash equivalents, receivables, accounts payable, and accrued expenses approximate fair value due to their short-term nature.

Available for Sale Investments

We invest our excess cash in agency securities, debt instruments of financial institutions and corporations, commercial obligations, and U.S.

Treasury securities, which we classify as available-for-sale investments.

These investments are carried at fair value and are included in the tables above.

The aggregate market value, cost basis, and gross unrealized gains and losses of available-for-sale investments by security type, classified in short-term and long-term investments as of December 31, 2025 are as follows:

(in thousands)

Commercial and corporate obligations (1)

US Treasury securities (2)

Total available-for-sale investments

(1) Of our outstanding commercial and corporate obligations, $ 10.2 million have maturity dates of less than one year and $ 0.0 million have a maturity date of between one to two years as of December 31, 2025.

(2) Of our outstanding U.S.

Treasury securities, $ 63.3 million have maturity dates of less than one year and $ 0.0 million have a maturity date of between one to two years as of December 31, 2025.

The aggregate market value, cost basis, and gross unrealized gains and losses of available-for-sale investments by security type, classified in cash equivalents, short-term and long-term investments as of December 31, 2024 are as follows:

(in thousands)

Agency securities (1)

Commercial and corporate obligations (2)

Treasury securities (3)

Total available-for-sale investments

(1) Of our outstanding agency securities, $ 7.6 million have maturity dates of less than one year and $ 0.0 million have a maturity date of between one to two years as of December 31, 2024.

(2) Of our outstanding commercial and corporate obligations, $ 10.7 million have maturity dates of less than one year and $ 0.0 million have a maturity date of between one to two years as of December 31, 2024.

(3) Of our outstanding U.S.

Treasury securities, $ 249.0 million have maturity dates of less than one year and $ 35.5 million have a maturity date of between one to two years as of December 31, 2024 .

There were no investments in an unrealized loss position as of December 31, 2025 .

The following table presents gross unrealized losses and fair values for those investments that were in an unrealized loss position as of December 31, 2024, aggregated by investment category and the length of time that individual securities have been in a continuous loss position:

December 31, 2024

Less than 12 Months

12 Months or Greater

(in thousands)

Agency securities

US Treasury Securities

As of December 31, 2025 and 2024 , unrealized losses on available-for-sale investments were not material, and accordingly, no allowance for credit losses were recorded.

Stockholders’ Equity

Of the 500,000,000 shares of common stock authorized, 28,018,845 shares were issued and outstanding as of December 31, 2025.

Stock Repurchase Program

In March 2025, our Board of Directors authorized a stock repurchase program (the “2025 Repurchase Program”) to repurchase up to $ 75.0 million of our outstanding common stock.

In November 2025, our Board of Directors authorized an amendment to the 2025 Repurchase Program, under which an additional $ 100.0 million of our outstanding common stock may be repurchased.

The 2025 Repurchase Program will expire on March 31, 2026 .

The following table presents the repurchase activity through December 31, 2025:

Total number of

shares purchased

Average price

paid per share

Approximate dollar

value of shares

(in thousands)

First Quarter 2025

Second Quarter 2025

Third Quarter 2025

Fourth Quarter 2025

The repurchased common stock was subsequently retired after the repurchase and the par value of the shares was charged to common stock.

The excess of the repurchase price over the par value was applied against additional paid in capital.

As of December 31, 2025 , $ 106.4 million remained available for future shares of common stock to be repurchased under the 2025 Repurchase Program.

Open Market Sales Agreement

In November 2024, we entered into an open market sales agreement (the “Open Market Sales Agreement”) with TD Securities (USA) LLC (“TD Cowen”), under which we may offer and sell shares of our common stock, up to an aggregate offering of $ 100.0 million through TD Cowen as our sales agent.

Our prior sales agreement with TD Cowen terminated upon effectiveness of the registration statement on the Form S-3 we filed in connection with the Open Market Sales Agreement.

As of December 31, 2025 , we had sold no shares under the Open Market Sales Agreement.

Underwriting Agreement

In August 2024, we entered into an underwriting agreement with TD Securities (USA) LLC and Leerink Partners LLC as representatives to the several underwriters listed therein (the “Underwriters”), pursuant to which we issued and sold an aggregate of 2,750,498 shares of our common stock to the Underwriters, at an offering price of $ 36.50 per share.

The net proceeds from these sales were approximately $ 93.9 million, net of underwriting discounts and commissions and offering expenses of $ 6.5 million, in the aggregate.

Equity Incentive Plans

2017 Equity Incentive Plan

In January 2017, our Board of Directors and stockholders approved and adopted the 2017 Equity Incentive Plan (the “2017 Plan”).

Under the 2017 Plan, we may grant stock options, stock appreciation rights, restricted stock, restricted stock units and other awards to individuals who are then our employees, officers, directors or consultants.

In addition, the number of shares of stock available for issuance under the 2017 Plan were to be automatically increased each January 1, beginning on January 1, 2018, by 4 % of the aggregate number of outstanding shares of our common stock as of the immediately preceding December 31 or such lesser number as determined by our Board of Directors.

At our annual stockholder meeting on June 12, 2024, the 2017 Plan was amended, eliminating the automatic annual share increase and the number of shares available for issuance was increased by 2,700,000 shares.

At our annual stockholder meeting on June 17, 2025, the 2017 Plan was amended and restated to further increase the number of shares available for issuance by 1,650,000 shares.

All future share increases will require stockholder approval.

As of December 31, 2025 , 2,698,467 shares were available for future issuance.

Employee Stock Purchase Plan

In January 2017, our Board of Directors and stockholders approved and adopted the 2017 Employee Stock Purchase Plan (“ESPP”).

In addition, the number shares of stock available for issuance under the ESPP will be automatically increased each January 1, beginning on January 1, 2018, by 1 % of the aggregate number of outstanding shares of our common stock as of the immediately preceding December 31 or such lesser number as determined by our Board of Directors.

The Board of Directors determined that due to sufficient shares being available in the ESPP, the number of shares available as of January 1, 2025 would not increase.

As of December 31, 2025 , 267,193 shares have been issued under the ESPP and 1,831,614 shares were available for future issuance under the ESPP.

Total cash received from the ESPP was approximately $ 1.4 million during the year ended December 31, 2025.

Stock Options

Stock options granted to employees and non-employees generally vest over a four-year period while stock options granted to directors generally vest over a one-year period.

Each stock option award has a maximum term of 10 years from the date of grant, subject to earlier cancellation prior to vesting upon cessation of service to us.

A summary of the activity related to stock option awards during the year ended December 31, 2025 is as follows:

Weighted-Average

Exercise Price

Weighted-Average

Term (in years)

Outstanding at January 1, 2025

Forfeitures and cancellations

Outstanding at December 31, 2025

Exercisable at December 31, 2025

Total cash received from the exercise of stock options was approximately $ 12.9 million during the year ended December 31, 2025.

Time-Based Restricted Stock Units

The fair value of these RSUs is based on the closing price of our common stock on the date of the grant.

We measure compensation expense over the expected vesting period on a straight-line basis.

The RSUs do not entitle the participants to the rights of holders of common stock, such as voting rights, until the shares are issued.

Weighted-Average

Term (in years)

Outstanding at January 1, 2025

Forfeitures and cancellations

Outstanding at December 31, 2025

RSU expected to vest at December 31, 2025

Performance Stock Units

A Performance Stock Unit (“PSU”) represents one equivalent share of our common stock to be issued after achievement of the performance metrics specified in the grant.

The fair value of our PSUs is estimated as of the grant date of July 22, 2024, based upon the expected achievement of the performance metrics specified in the grant and the closing market price of our common stock on the date of grant.

The grant date fair value is estimated using a Monte Carlo simulation using the following assumptions:

Twelve months ended

Volatility of common stock

Risk-free interest rate

Contract term (in years)

The compensation expense for the awards is recognized over the requisite service period regardless of whether the market conditions are achieved and will only be adjusted for pre-vesting forfeitures due to the termination of the recipient’s employment with the company prior to the expiration of the requisite service period.

The requisite service period over which the compensation expense will be recognized is July 22, 2024 through July 1, 2028.

The following table presents a summary of activity with respect to our PSUs:

Weighted-Average

Term (in years)

Outstanding at January 1, 2025

Outstanding at December 31, 2025

Stock-Based Compensation Expense

We recognize stock-based compensation expense for awards issued to employees and non-employees over the requisite service period based on the estimated grant-date fair value of such awards.

Management evaluates when the achievement of a performance-based milestone is probable based on the expected satisfaction of the performance conditions at each reporting date.

The estimated fair values of stock option awards granted were determined on the date of grant using the Black-Scholes option valuation model with the following weighted-average assumptions:

Risk-free interest rate

Expected volatility

Expected dividend yield

Expected term (in years)

Weighted average grant date fair value per share

We determine the appropriate risk-free interest rate, expected term for employee stock-based awards, contractual term for non-employee stock-based awards, and volatility assumptions.

The weighted-average expected option term for employee and non-employee stock-based awards reflects the historical option term.

Expected volatility incorporates the historical volatility of our stock price.

The risk-free interest rate is based upon U.S.

Treasury securities with remaining terms similar to the expected or contractual term of the stock-based payment awards.

The assumed dividend yield is based on our expectation of not paying dividends in the foreseeable future.

Total non-cash stock-based compensation expense for all stock awards that was recognized in the consolidated statements of operations and comprehensive loss is as follows:

(in thousands)

Research and development

General and administrative

(1) Includes $ 2.6 million related to two year RSU initially issued to our Chief Executive Officer in March 2022 and now fully recognized.

(2) Includes $ 11.7 million related to two year RSU initially issued to our Chief Executive Officer in March 2022 and now fully recognized.

At December 31, 2025 , there was $ 36.5 million of unrecognized compensation cost related to unvested stock option awards, which is expected to be recognized over a remaining weighted average vesting period of 2.41 years, $ 17.8 million of unrecognized cost related to unvested RSU awards, which is expected to be recognized over a period of 2.25 years, $ 7.5 million of unrecognized cost related to unvested PSU awards, which is expected to be recognized over a period of 2.52 years, and $ 0.4 million of unrecognized compensation cost related to the ESPP, which is expected to be recognized over a remaining weighted-average vesting period of 0.37 years.

Employee Benefit Plan

We have a defined contribution 401(k) plan available to eligible employees.

Employee contributions are voluntary and are determined on an individual basis, limited to the maximum amount allowable under U.S.

federal tax regulations.

We elected to match 100 % of an employee’s contributions up to 10 % of the employees’ eligible salary with a maximum limit of $ 23,500 in 2025, 100 % of an employee’s contribution up to 10 % of the employees’ salary with a maximum limit of $ 23,000 in 2024, and 100 % of an employee’s contribution up to 10 % of the employee’s salary with a maximum limit of $ 22,500 in 2023.

For the years ended December 31, 2025, 2024, and 2023 , we incurred approximately $ 2.4 million, $ 2.2 million, and $ 1.6 million, respectively of costs related to the 401(k) plan.

Commitments and Contingencies

Operating Leases

On May 4, 2020, we entered into a lease agreement with Wateridge Property Owner, LP, with respect to facilities in the building at 10770 Wateridge Circle, San Diego, California 92121 (the “Lease Agreement”).

Under the Lease Agreement, we agreed to lease approximately 45,000 square feet of space for a term of 124 months, beginning on April 5, 2021.

The terms of the Lease Agreement provide us with an option to extend the term of the lease for an additional five years , as well as a one-time option to terminate the lease after seven years , on April 30, 2028 with the payment of a termination fee of $ 3.8 million plus 15-months of operating expenses and real property taxes.

The exercise of the lease option is at our sole discretion, which we currently do not anticipate exercising and as such was not recognized as part of the right-of-use asset (the “ROU asset”) and lease liability.

The monthly base rent was initially $ 4.20 per rentable square foot and is increased by 3 % annually.

Under the Lease Agreement, we are also responsible for our pro rata share of real estate taxes, building insurance, maintenance, direct expenses, and utilities.

Upon lease commencement, on April 5, 2021, we recognized an ROU asset of $ 20.6 million, with a corresponding lease liability of $ 20.7 million on the consolidated balance sheets.

The ROU asset includes adjustments for prepayments, initial direct costs, and lease incentives.

As of December 31, 2025 , we have recorded $ 0.3 million as a security deposit in accordance with the terms of the Lease Agreement.

Our lease payments are fixed, and we recognize lease expense for leases on a straight-line basis over the lease term.

Operating lease ROU assets and lease liabilities are recorded based on the present value of the future minimum lease payments over the lease term at commencement date.

As our lease does not provide an implicit rate, we used our incremental borrowing rate based on the information available at the lease commencement date in determining the present value of future payments.

The weighted-average discount rate used was 4.0 % and the weighted-average remaining lease term is approximately 5.7 years.

The following non-cancellable office lease costs are included in our consolidated statements of cash flow (in thousands):

Year Ended December 31,

Classification on the Cash Flow

Operating lease cost

Cash paid for amounts included in the measurement of lease liabilities

At December 31, 2025, the future minimum annual obligations for the Company’s operating lease liabilities are as follows:

Years Ending December 31, (in thousands)

Total minimum payments required

imputed interest

Other Commitments and Contingencies

We have entered into agreements with certain vendors for the provision of goods and services, which includes manufacturing services with contract manufacturing organizations and development services with contract research organizations.

These agreements may include certain provisions for purchase obligations and termination obligations that could require payments for the cancellation of committed purchase obligations or for early termination of the agreements.

The amount of the cancellation or termination payments vary and are based on the timing of the cancellation or termination and the specific terms of the agreement.

Guarantees and Indemnifications

We enter into standard indemnification arrangements in the ordinary course of business.

Pursuant to certain of these arrangements, we indemnify, hold harmless, and agree to reimburse the indemnified parties for losses suffered or incurred by the indemnified party for third party claims in connection with our breach of the agreement, our negligence or willful misconduct in connection with the agreement, or any trade secret, copyright, patent or other intellectual property infringement claim with respect to our technology.

The term of these indemnification arrangements is generally perpetual.

The maximum potential amount of future payments we could be required to make under these agreements is not determinable because it involves claims that may be made against us in the future, but have not yet been made.

We indemnify our officers and directors for certain events or occurrences, subject to certain limits, while the officer or director is or was serving in such capacity, as permitted under Delaware law, in accordance with our certificate of incorporation and bylaws, and pursuant to agreements providing for indemnification entered into with our officers and directors.

The term of the indemnification period lasts as long as an officer or director may be subject to any proceeding arising out of acts or omissions of such officer or director in such capacity.

The maximum amount of potential future indemnification of directors and officers is unlimited;

however, we currently hold director and officer liability insurance.

This insurance allows the transfer of risk associated with our exposure and may enable us to recover a portion of any future amounts paid.

We believe that the fair value of these indemnification obligations is minimal.

Accordingly, we have not recognized any liabilities relating to these obligations for any period presented.

Segment Reporting

During fiscal year 2025, in connection with the planned separation of the business, our Chief Executive Officer , who is our CODM, revised the information he regularly reviews in evaluating the allocation of resources and assessing operating performance.

As a result of these changes, we updated our segment reporting to reflect two operating segments:

Biopharma and Royalty Management.

Segment profit or loss is measured as the net loss and is used to monitor results.

Our Royalty Management segment revenue consists of non-cash royalties and milestones, and is derived from collaboration agreements.

For more information, see Note 4.

We do not report identifiable assets by segment as this is not a metric used by our CODM to allocate resources or evaluate performance.

The following tables present our segment information for the year ended December 31, 2025, 2024 and 2023 and is a summary of segment revenue, loss and our significant expenses.

Prior periods have been recast to conform to the newly identified segments (in thousands):

Year Ended December 31, 2025

Collaboration revenue

Operating expenses:

Preclinical and other unallocated costs

Total External R&D (1)

Total Internal R&D (2)

External G&A (3)

Internal G&A (1)

Total operating expenses

(Loss) income from operations

Interest income

Non-cash interest expense

Other (expense) income, net

Total other income (expense), net

(Loss) income before income taxes

Provision for income taxes

Segment net (loss) income

(1) External R&D consists of costs associated with our research and development activities, including drug discovery efforts, preclinical and clinical development of our programs, manufacturing, and allocated facility-related costs.

(2) Internal R&D and G&A consist of salaries and wages, stock-based compensation, recruiting and other employee benefits.

(3) External G&A consists of general and administrative expenses including transaction costs, legal services, insurance, professional fees for auditing, tax, and market research, and allocated facility-related costs not otherwise included in research and development expenses.

Year Ended December 31, 2024

Collaboration revenue

Operating expenses:

Preclinical and other unallocated costs

Total External R&D (1)

Total Internal R&D (2)

External G&A (3)

Internal G&A (1)

Total operating expenses

(Loss) income from operations

Interest income

Non-cash interest expense

Other income, net

Total other income (expense), net

(Loss) income before income taxes

Provision for income taxes

Segment net (loss) income

(2) Internal R&D and G&A consist of salaries and wages, stock-based compensation, recruiting and other employee benefits.

Year Ended December 31, 2023

Collaboration revenue

Operating expenses:

Preclinical and other unallocated costs

Total External R&D (1)

Total Internal R&D (2)

Acquired in-process research and development

External G&A (3)

Internal G&A (1)

Total operating expenses

Loss from operations

Interest income

Non-cash interest expense

Other expense, net

Total other income (expense), net

Loss before income taxes

Benefit for income taxes

Segment net loss

(2) Internal R&D and G&A consist of salaries and wages, stock-based compensation, recruiting and other employee benefits.

The components of loss before income tax provision consist of the following:

Year Ended December 31,

(in thousands)

Consolidated net loss before income taxes

For the years ended December 31, 2025, 2024 and 2023 , we recognized current state income tax provision of $ 164,000 , income tax provision of $ 3,000 , and income tax benefit of $ 4,000 respectively.

Income taxes paid, net of refunds received, for the year ended December 31, 2025 were $ 78,000 and were paid to Pennsylvania, New Jersey, Texas, and to the City of Philadelphia.

Significant components of our deferred tax assets and liabilities are as follows:

(in thousands)

Deferred Tax Assets:

Net operating loss carryforwards

Capitalized R&D

Research and development credits

Equity compensation

Total deferred tax assets

Deferred Tax Liabilities:

Royalty monetization

Total deferred tax liabilities

Net deferred tax assets

valuation allowance

Deferred tax assets, net of valuation allowance

We have recorded a full valuation allowance against our net deferred tax assets due to the uncertainty surrounding the realization of such assets.

Management has determined it more likely than not that the deferred tax assets are not realizable due to our historical loss position.

As of December 31, 2025 , we had federal and state net operating loss carryforwards (“NOLs”), of $ 323.5 million and $ 69.8 million, respectively.

The federal and state NOLs generated prior to 2018 will begin to expire in 2031 and 2028, respectively, unless previously utilized.

The federal NOL includes $ 284.9 million of net operating losses generated in 2018 and after.

Federal net operating losses generated in 2018 and after carryover indefinitely and may generally be used to offset up to 80 % of future taxable income.

As of December 31, 2025 , we had federal and state research tax credit carryforwards of approximately $ 24.0 million and $ 21.1 million, respectively.

The federal research tax credit carryforwards will begin to expire in 2041 and the state research tax credits will begin to expire in 2039.

We experienced ownership changes as defined by Section 382 of the Code during 2007, 2017 and 2021.

As a result, as of December 31, 2025 , there are $ 154.1 million of federal NOLs available to offset taxable income in future years without Section 382 limitation, while $ 169.4 million of federal NOLs are subject to annual limitations over future periods.

State NOL and credit carryforwards may be similarly limited.

Our use of federal and state NOLs and research credits could be further limited if we experience one or more ownership changes subsequent to December 31, 2025.

If a change in ownership occurs, NOLs and tax credit carryforwards could be eliminated or restricted.

If eliminated, the related asset would be removed from the deferred tax asset schedule with a corresponding reduction in the valuation allowance.

Due to the existence of the valuation allowance, limitations created by ownership changes, if any, will not impact our effective tax rates.

Upon adoption of ASU 2023-09, Improvements to Income Tax Disclosures, the reconciliation of taxes at the federal statutory rate to our provision for (benefit from) income taxes for the year ended December 31, 2025 was as follows (in thousands, except for percentages):

Year Ended December 31, 2025

Income taxes at statutory rates

State income tax, net of federal benefit (1)

Foreign tax effects

Valuation allowance

Deferred tax write-off

Change in valuation allowance

Nontaxable or nondeductible items

Equity compensation

Executive compensation

Change in unrecognized tax benefits

Income tax expense

(1) State taxes in California made up the majority (greater than 50%) of the tax effect in this category.

The reconciliation of taxes at the federal statutory rate to our provision for (benefit from) income taxes for the years December 31, 2024 and 2023 in accordance with the guidance prior to the adoption of ASU 2023-09 was as follows:

Year Ended December 31,

(in thousands)

Expected income tax benefit at federal statutory tax rate

State income taxes, net of federal benefit

Permanent items

Equity compensation

Non-deductible compensation

Research credits

Change in the valuation allowance

Income tax expense (benefit)

We recognize a tax benefit from an uncertain tax position when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits.

Income tax positions must meet a more likely than not recognition at the effective date to be recognized.

As of December 31, 2025 and 2024 , we had no unrecognized tax benefits that, if recognized and realized, would affect the effective tax rate due to the valuation allowance against deferred tax assets.

The following table summarizes the activity related to our unrecognized tax benefits:

Year Ended December 31,

(in thousands)

Balance at the beginning of the year

Decrease related to prior year tax positions

Increase related to current year tax positions

Balance at the end of the year

If recognized, these amounts would not affect our effective tax rate, since they would be offset by an equal corresponding adjustment in the deferred tax asset valuation allowance.

Our policy is to recognize interest and penalties related to income tax matters in the provision for income taxes.

As of December 31, 2025 and 2024 , there were no interest or penalties on uncertain tax benefits.

We file income tax returns in the United States, California and various U.S.

state jurisdictions.

Due to our losses incurred, we are essentially subject to income tax examination by tax authorities from inception to date.

Our Australian subsidiary was dissolved and the final Australian income tax return filed for the year ended December 31, 2024.

The One Big Beautiful Bill Act of 2025 ("OBBBA") was signed into law on July 4, 2025.

The OBBBA makes changes to the U.S.

corporate income tax including immediate expensing of domestic research and development costs while foreign expenditures will continue to be capitalized and amortized over 15 years and modifications to the timing of the deduction for interest expense.

Changes in and Disagreements with Ac countants on Accounting and Financial Disclosure

Controls an d Procedures

Evaluation of Disclosure Controls and Procedures

As of December 31, 2025, our management, with the participation of our principal executive officer and principal financial officer, performed an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act.

Our disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosures.

Based on this evaluation, our principal executive officer and principal financial officer concluded that, as of December 31, 2025, the design and operation of our disclosure controls and procedures were effective at a reasonable assurance level.

Management’s Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) of the Exchange Act.

Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2025.

In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework issued in 2013.

Based upon the assessments, management has concluded that as of December 31, 2025 our internal control over financial reporting was effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP.

This Annual Report on Form 10-K does not include an attestation report on internal control over financial reporting issued by our independent registered accounting firm.

Our auditors will not be required to formally opine on the effectiveness of our internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002 until we are no longer a smaller reporting company.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

Internal control over financial reporting may not prevent or detect all errors and all fraud.

Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objective and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Other I nformation

During the quarter ended December 31, 2025 , none of the Company’s directors or officers adopted or terminated any “Rule 10b5-1 trading arrangements” or any “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.

Disclosure Regarding Forei gn Jurisdictions that Prevent Inspections

Directors, Executive O fficers and Corporate Governance

We have adopted an Insider Trading Policy governing the purchase, sale, and other dispositions of our securities that applies to all of our personnel, including directors, officers, employees, and other covered persons.

The Insider Trading Policy also provides that the Company will not transact in its own securities unless in compliance with U.S.

federal and state securities laws.

We believe that our Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to the Company.

A copy of the Insider Trading Policy is filed as Exhibit 19.1 to this Annual Report.

The remaining information required by this Item is incorporated herein by reference to the sections titled “Information about our Executive Officers,” “Election of Class II Directors,” “Corporate Governance Standards and Director Independence”, “Insider Trading Policy” and “Security Ownership of Certain Beneficial Owners and Management” in our Definitive Proxy Statement with respect to our 2026 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K.

With regard to the information required by this item regarding compliance with Section 16(a) of the Exchange Act, we will provide disclosure of delinquent Section 16(a) reports, if any, in our Proxy Statement related to the 2026 Annual Meeting of Stockholders, and such disclosure, if any, is incorporated herein by reference.

Executive C ompensation

Information required by this Item is incorporated herein by reference to the section titled “Executive Compensation,” “Election of Class II Directors,” and “Corporate Governance Standards and Director Independence” in our Definitive Proxy Statement with respect to our 2026 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K.

Security Ownership of Certain Ben eficial Owners and Management and Related Stockholder Matters

Information required by this Item is incorporated herein by reference to the section titled “Security Ownership of Certain Beneficial Owners and Management” and “Equity Compensation Plan Information” in our Definitive Proxy Statement with respect to our 2026 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K.

Certain Relationships and Rela ted Transactions, and Director Independence

Information required by this Item is incorporated herein by reference to the section titled “Certain Relationships and Related Party Transactions” and “Corporate Governance Standards and Director Independence” in our Definitive Proxy Statement with respect to our 2026 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K.

Principal Accoun ting Fees and Services

Our independent registered public accounting firm is KPMG LLP, San Diego, CA, Auditor Firm ID:

Information required by this Item is incorporated herein by reference to the section titled “Ratification of Independent Registered Public Accounting Firm” in our Definitive Proxy Statement with respect to our 2026 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K.

Exhibits, Consolidated Fi nancial Statement Schedules

(a) The following documents are filed as part of this report:

Consolidated Financial Statements

See Index to Consolidated Financial Statements under Part II, Item 8 herein.

Consolidated Financial Statement Schedules

No consolidated financial statement schedules are provided because the information called for is not required or is shown either in the consolidated financial statements or notes thereto.

EXHIBIT INDEX

Incorporated by reference

Exhibit Number

Description of Document

Amended and Restated Certificate of Incorporation, as currently in effect.

August 7, 2023

Restated Bylaws, as currently in effect.

February 10, 2023

Form of Common Stock Certificate.

December 23, 2015

Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934

March 2, 2020

Form of Indemnity Agreement.

September 9, 2015

Amended and Restated 2006 Equity Incentive Plan and forms of award agreements.

January 17, 2017

Amended and Restated 2017 Equity Incentive Plan.

June 17, 2025

2017 Employee Stock Purchase Plan, and forms of award agreements.

January 17, 2017

Collaboration and Exclusive License Agreement, dated March 10, 2014, by and among the Registrant, TESARO, Inc.

and TESARO Development, Ltd., as amended.

Wateridge Lease Agreement.

Amended and Restated Employment Agreement, effective May 8, 2023, by and between the Registrant and Eric Loumeau

Amended and Restated Employment Agreement, effective April 25, 2022, by and between Registrant and Paul Lizzul

April 29, 2022

Amendment No.

3 to the Collaboration and Exclusive License Agreement

February 25, 2021

Confidential Settlement and Modification Agreement dated as of October 23, 2020

February 25, 2021

First Amendment to Lease Agreement

August 9, 2021

Royalty Purchase Agreement, dated October 25, 2021, by and between the Registrant and Sagard Healthcare Royalty Partners, LP

December 1, 2021

Amendment No.

4 to Tesaro AnaptysBio Collaboration

March 7, 2022

Amended and Restated Employment Agreement, effective August 4, 2023, by and between the Registrant and Daniel Faga

November 2, 2023

Incorporated by reference

Exhibit Number

Description of Document

Purchase and Sale Agreement, dated September 9, 2022, by and between the Registrant and DRI Healthcare Acquisitions L.P.

November 8, 2022

License Agreement, dated November 24, 2023, by and between the Registrant and Centessa Pharmaceuticals (UK) Limited

March 11, 2024

Amendment No.

5 to Tesaro AnaptysBio Collaboration

March 11, 2024

Amendment No.

1 to License Agreement, dated April 9, 2024, by and between the Registrant and Centessa Pharmaceuticals (UK) Limited

Agreement and Amendment No.

1 to the Royalty Purchase Agreement, dated May 8, 2024 by and between the Registrant and Sagard Healthcare Partners Funding Borrower SPE 2, LP

August 5, 2024

Sales Agreement, dated November 5, 2024, by and between the Registrant and TD Securities (USA) LLC

November 5, 2024

Amended and Restated Employment Agreement, effective April 25, 2022, by and between the Registrant and Dennis Mulroy

February 27, 2025

Exclusive License Agreement, dated January 31, 2025, by and between the Company and Vanda Pharmaceuticals Inc.

Insider Trading Policy

February 27, 2025

Subsidiaries of the Registrant

Consent of KPMG LLP, an independent registered public accounting firm.

Power of Attorney

Certification of Principal Executive Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Principal Financial Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Chief Executive Officer, pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Certification of Chief Financial Officer, pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Compensation Recovery Policy .

March 11, 2024

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* Executive compensation plan or agreement.

** This certification is deemed not filed for purpose of section 18 of the Exchange Act or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act.

+ Registrant has omitted and filed separately with the SEC portions of the exhibit pursuant to a confidential treatment request under Rule 406 promulgated under the Securities Act.

++ Certain portions of this exhibit have been omitted by means of marking such portions with asterisks because the Registrant has determined that the information is not material and is the type that the Registrant treats as private or confidential.

Exhibits and schedules to this agreement have been omitted pursuant to the rules of the SEC.

The Registrant will submit copies of such exhibits and schedules to the SEC upon request.

Form 10- K Summary

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized .

March 3, 2026

AnaptysBio, Inc.

/s/ Daniel Faga

President and Chief Executive Officer

PO WER OF ATTORNEY

Each person whose individual signature appears below hereby authorizes and appoints Daniel Faga and Eric Loumeau, and each of them, with full power of substitution and re-substitution and full power to act without the other, as his or her true and lawful attorney-in-fact and agent to act in his or her name, place and stead and to execute in the name and on behalf of each person, individually and in each capacity stated below, and to file any and all amendments to this annual report on Form 10-K and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing, ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.

/s/ Daniel Faga

President, Chief Executive Officer and Director

(Principal Executive Officer)

March 3, 2026

/s/ Dennis Mulroy

Chief Financial Officer

Dennis Mulroy

(Principal Accounting and Financial Officer)

March 3, 2026

/s/ Dennis Fenton

March 3, 2026

Dennis Fenton, Ph.D.

/s/ Rita Jain

March 3, 2026

Rita Jain, M.D

/s/ Magda Marquet

March 3, 2026

Magda Marquet, Ph.D.

/s/ Oleg Nodelman

March 3, 2026

Oleg Nodelman

/s/John Orwin

March 3, 2026

/s/ Hollings Renton

March 3, 2026

Hollings Renton

/s/ John Schmid

March 3, 2026

Anthony Ware, M.D.

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 7. Management’s Discussion and Analysis