What changed in this filing

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Item 9A. Controls and Procedures

2026-03-27 compared with 2025-03-20 · 789 added, 672 removed, 1862 unchanged (44% of the section changed)

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Furthermore, projections of any evaluation of the effectiveness of internal controls to future periods may prove invalid due to changes in our circumstances and the risk that compliance with policies, procedures and controls is not sustained.

Management has assessed the effectiveness of internal control over financial reporting as of December 31, 2024, based on the Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

Management has assessed the effectiveness of internal control over financial reporting as of December 31, 2025, based on the Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this assessment, our management has concluded that our internal control over financial reporting as of December 31, 2025 was effective.

Material Weakness and Remediation Plan

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

In connection with the review of our unaudited condensed consolidated financial statements for the quarter ended March 31, 2024, we identified a material weakness in relation to accounting for complex transactions.

The material weakness did not allow us to identify, understand and evaluate the impact of certain key aspects of the accounting for the BioNTech Agreements.

Our process as designed was inadequate to deal with the complexity of the accounting for the transaction and did not allow for an effective and timely evaluation of key aspects of the agreements and their impact on the consolidated financial statements.

We have taken steps to remediate the material weakness by (i) implementing structured project plans and project monitoring techniques;

(ii) the use of summary outputs allowing for earlier review of key judgements, estimates and other factors which impact the financial statements;

and (iii) enhancing our review process, and controls including building in more time to allow for its effective operation and iv) assessing resourcing needs and capabilities resulting additional resources being added to the finance team.

We believe this material weakness was remediated at December 31, 2024.

Changes in Internal Control Over Financial Reporting

The material weakness did not allow us to identify, understand and evaluate the impact of certain key aspects of the accounting for the BioNTech Agreements.

We have taken steps to remediate the material weakness by (i) implementing structured project plans and project monitoring techniques;

(ii) the use of summary outputs allowing for earlier review of key judgements, estimates and other factors which impact the financial statements;

and (iii) enhancing our review process, and controls including building in more time to allow for its effective operation and (iv) assessing resourcing needs and capabilities.

We believe this material weakness was remediated at December 31, 2024.

Except as described above, there were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that occurred during the fourth quarter of our fiscal year ended December 31, 2024 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that occurred during the fourth quarter of our fiscal year ended December 31, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Attestation Report of the Registered Public Accounting Firm.

This Annual Report on Form 10-K does not include an attestation report of our registered public accounting firm due to an exemption for “non-accelerated filers.”

This Annual Report does not include an attestation report of our registered public accounting firm due to an exemption for “non-accelerated filers.”

Other Information

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During the three months ended December 31, 2025, none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Transition of Principal Accounting Officer

The Company's Board of directors previously designated Rob Dolski, the Company’s Chief Financial Officer, as the Company’s Principal Financial Officer and the Company’s Principal Accounting Officer for purposes of the reporting requirements of the Securities Exchange Act of 1934.

On November 7, 2025, Mr.

Dolski notified the Company of his intention to resign as principal accounting officer of the Company;

Dolski continues to serve as the Company’s Chief Financial Officer and Principal Financial Officer.

On November 10, 2025, the Board of Directors of the Company appointed Patrick McIlvenny to serve as the principal accounting officer of the Company, effective November 7, 2025.

No additional compensation will be paid to Mr.

McIlvenny in connection with the performance of these additional duties.

There are no arrangements or understandings between Mr.

McIlvenny and any other persons, pursuant to which he was appointed to serve as the Company’s principal accounting officer in addition to his current roles, there are no family relationships between Mr.

McIlvenny and any of the Company’s other directors or executive officers and there are no transactions between Mr.

McIlvenny and the Company that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

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Robert Dolski 56 Senior Vice President, Chief Financial Officer

David Brochu 69 Senior Vice President, Chief Technical Officer

Alex Driggs 50 Senior Vice President, Legal Affairs and General Counsel

Miranda Neville 50 Senior Vice President, Chief Project Officer

Patrick McIlvenny 47 Senior Vice President, Finance and Chief Accounting Officer

Miranda Neville 51 Senior Vice President, Chief Technology Officer

Cintia Piccina 53 Senior Vice President, US Chief Commercial Officer and Country GM

Martin Pulé, MBBS 53 Senior Vice President, Founder, Chief Scientific Officer

Brent Rice 58 Senior Vice President, Chief Commercial Officer

Alexander Swan 61 Senior Vice President, Chief Human Resources Officer

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Michael Bonney 67 Chairman of the Board of Directors

Joseph Anderson, Ph.D.

Robert Azelby 58 Director

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Elisabeth Leiderman, M.D.

Martin Murphy, Ph.D.

Ravi Rao, M.D.

Ryan Richardson 46 Director

William Young, Ph.D.

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has served as our Chief Executive Officer since March 2016 and as a director since October 2014.

He served as chair of our board of directors from October 2014 to September 2021.

He served as Chairman of our board of directors from October 2014 to September 2021.

Itin has also served as a board member for Innate Pharma SA since May 2025.

Prior to joining us, Dr.

Itin served as chief executive officer and chair of the board of directors at Cytos Biotechnology Ltd, a biotechnology company, from November 2012 until it merged with Kuros Biosurgery Holding Ltd in January 2016.

From January 2016 until June 2018, he served as chair of the board of directors, and from June 2018 to May 2019 as non-executive director, of Kuros Biosciences Ltd.

Itin served as chief executive officer and chairman of the board of directors at Cytos Biotechnology Ltd, a biotechnology company, from November 2012 until it merged with Kuros Biosurgery Holding Ltd in January 2016.

From January 2016 until June 2018, he served as chairman, and from June 2018 to May 2019 as non-executive director, of Kuros Biosciences Ltd.

Prior to that, Dr.

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Itin is qualified to serve on our board of directors because of his deep knowledge of our company and his extensive experience serving in executive and non-executive leadership positions at other public and private biotechnology companies.

Robert Dolski joined Autolus as Chief Financial Officer in August 2023.

Rob Dolski joined Autolus as our Chief Financial Officer in August 2023.

He previously served as Chief Financial Officer at Checkmate Pharmaceuticals, from January 2021 until its acquisition by Regeneron Pharmaceuticals in May 2022 where he was responsible for investor relations and the Company’s financial strategy and management.

Prior to that he served as Vice President, Finance at Akcea Therapeutics, from May 2019 until its acquisition by Ionis Pharmaceuticals in October 2020, where he held similar finance responsibilities and supported the development and commercialization of several rare disease programs.

He previously held senior finance positions at Moderna Therapeutics from June 2016 to May 2019, Forum Pharmaceuticals, Inc., and Human Genome Sciences, Inc., prior to its acquisition by GlaxoSmithKline.

He has also held senior finance positions at Moderna Therapeutics between June 2016 to May 2019, Forum Pharmaceuticals, Inc., and Human Genome Sciences, Inc., prior to its acquisition by GlaxoSmithKline.

Dolski started his career at Amgen, Inc.

He holds an MBA from The Wharton School and a BSc in civil engineering and strategic management from the University of Pennsylvania.

David Brochu has served as our Senior Vice President, Chief Technical Officer since January 2021.

Prior to that, he served as our Senior Vice President, Head of Product Delivery from October 2019 to January 2021, and our Vice President of Technical Operations from March 2019 to October 2019.

Brochu previously served as vice president of technical operations and program head at Kedrion USA, leading, its next generation IVIG development and industrialization effort.

Prior to this, he was the vice president of plasma collection operations for Talecris Biotherapeutics (formerly Bayer HealthCare LLC), where he led the operations buildout in the Western United States.

Prior to Talecris, Mr.

Brochu held engineering and technical operations leadership roles at Bayer and Warner Lambert in the United States, European Union and South America.

Brochu has over 30 years of operational and development experience.

He holds a B.S.

in chemical engineering from Northeastern University.

Alex Driggs has served as our Senior Vice President, Legal Affairs and General Counsel since January 2024.

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Prior to joining Autolus, Mr.

Driggs served in roles of escalating responsibility at Sucampo Pharmaceuticals between May 2015 and February 2018.As Senior Vice President and General Counsel he oversaw all legal aspects of Sucampo’s acquisition by Mallinckrodt.

Driggs served in roles of escalating responsibility at Sucampo Pharmaceuticals between May 2015 and February 2018, where as Senior Vice President and General Counsel, he oversaw all legal aspects of Sucampo’s acquisition by Mallinckrodt.

Earlier in his career, he served as Associate General Counsel for Micromet prior to its acquisition by Amgen, and following the acquisition, as Senior Counsel in the licensing transactions group at Amgen.

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in Philosophy from Harvard University.

Miranda Neville has served as our Chief Project Officer since March 2025, having previously served as the Company’s Senior Vice President, Programme and Portfolio Management from July 2023 to March 2025, VP, Head of Programme and Portfolio Management from January 2023 to June 2023, VP, Global Operations & Delivery from October 2021 to January 2023, Executive Director, Global Head of Engineering from October 2020 to October 2021 and Senior Director, Global Engineering from November 2018 to September 2020.

Patrick McIlvenny has served as our Senior Vice President, Finance and Chief Accounting Officer since November 2025, having previously served as Senior Vice President, Finance from June 2025 to November 2025.

Before joining Autolus, Mr.

McIlvenny served as Senior Vice President, Chief Accounting Officer for Horizon Therapeutics plc, until its acquisition by Amgen, and in various finance roles of increasing responsibilities at Ardagh Group S.A and Elan Corporation plc.

Prior to joining Elan, Mr.

McIlvenny worked with PricewaterhouseCoopers and Deloitte.

McIlvenny is a Fellow of the Institute of Chartered Accountants in England and Wales.

He holds a B.A.

in Business Studies from Ulster University.

Miranda Neville has served as our Chief Technical Officer since October 2025, having previously served as Chief Project Officer from March 2025 to October 2025, Senior Vice President, Programme and Portfolio Management from July 2023 to March 2025, VP, Head of Programme and Portfolio Management from January 2023 to June 2023, VP, Global Operations & Delivery from October 2021 to January 2023, Executive Director, Global Head of Engineering from October 2020 to October 2021 and Senior Director, Global Engineering from November 2018 to September 2020.

Prior to joining Autolus, Ms.

Neville was a Partner at the consulting firm AllianceBio, where she spent four years supporting several clinical stage CDMO and commercial biopharmaceutical companies.

Neville was a Partner in the consulting firm AllianceBio, where she spent four years supporting several clinical stage CDMO and commercial biopharmaceutical companies.

She started her career at Human Genome Sciences, Inc., where she spent ten years in a variety of roles including manufacturing, engineering & program management, prior to its acquisition by GlaxoSmithKline.

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in Biology from West Virginia University.

Cintia Piccina has served as the U.S.

Chief Commercial Officer and Country General Manager since September of 2025, with responsibilities for the US operations and commercialization of AUCATZYL.

Prior to joining Autolus, she served as the Chief Commercial Officer at Adaptimmune from February 2022 until June 2023 and from March 2024 until August 2025 where she was responsible for the commercial team, leading commercial development and the design and implementation of the commercialization capabilities for the company, launch readiness for the late stage pipeline, and launch in 2024 of Adaptimmune’s first commercial product in synovial sarcoma, Tecelra, the first engineered cellular therapy product in solid tumors.

Before that, she was the Chief Commercial Officer at AlloVir from June 2023 until March 2024 where she led the design and implementation of the commercialization capabilities for the company’s first commercial product, an allogeneic cellular therapy indicated to prevent and treat post-transplant infections, posoleucel.

From April 2020 until February 2022, she served as the Head of Commercial at 2Seventy Bio, and as SVP Commercial Oncology and US General Manager, leading the launch of the first cell therapy product in multiple myeloma, Abecma (idecabtagene vicleucel), for bluebird bio.

Before that, she spent over 20 years at Novartis, where she held a series of commercial, business franchise leadership, marketing and sales roles across multiple therapeutic areas including oncology.

In her last role at Novartis, Ms.

Piccina was VP, Global Oncology Cell and Gene Strategy & Program Management Office, for Kymriah (tisagenlecleucel) and the CAR-T pipeline, working with the cross-functional leadership teams for business (marketing, medical affairs, market access), manufacturing, and pipeline.

Piccina graduated in Pharmacy and Biochemistry from University of Sao Paulo, and in Business from Escola Superior de Propaganda e Marketing, Sao Paulo, Brazil.

Martin Pulé, MBBS has served as our Senior Vice President, Founder and Chief Scientific Officer since August 2014.

He also served as a member of our board of directors from August 2014 to June 2018.

Pulé has served as a clinical senior lecturer in the Department of Haematology at University College London Cancer Institute since 2010 and been an Honorary Consultant in Haematology at University College London Hospital since 2010.

Pulé has served as a clinical senior lecturer in the Department of Haematology at University College London Cancer Institute since 2010 and as an Honorary Consultant in Haematology at University College London Hospital since 2010.

He entered the T cell engineering field in 2001 as a travelling Fulbright Scholar at the Center for Cell and Gene Therapy at Baylor College of Medicine, Houston, Texas.

Pulé holds an MBBS from University College Dublin and is a Fellow of the Royal College of Pathologists.

Brent Rice has served as our Senior Vice President, Chief Commercial Officer & Site Head (US) since December 2021, having previously served as our Vice President, Chief Commercial Officer (US) from June 2020 to December 2021 and our Vice President, Global Market Access from October 2018 to June 2020.

Previously, Mr.

Rice served as the Head of Managed Markets for Juno Therapeutics, from November 2017 to August 2018, where he was responsible for building their Payer, Access and Reimbursement strategy and capability.

Prior to joining Juno Therapeutics, Brent spent 18 years with Amgen from December 1999 to October 2017 in positions of escalating responsibility, where he was recognized as a strong cross-functional leader supporting Amgen’s portfolio of products through innovative partnerships and life cycle management.

Brent holds a B.A.

in Russian Studies from the University of California at Los Angeles and an M.B.A.

from the University of Denver.

Pulé holds a Bachelor of Medicine and Bachelor of Surgery (MBBS) from University College Dublin and is a Fellow of the Royal College of Pathologists.

Alexander Swan has served as our Chief Human Resources Officer since January 2023.

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Swan was involved in a number of start-up companies, including Amryt Pharmaceuticals, Taiho Oncology and Aegerion Pharmaceuticals.

In these roles, he specialized in start-up strategies and processes for HR.

In these roles he specialized in start-up strategies and processes for HR, preparing and enabling these companies for success.

From 2004 to 2012 Mr.

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Vann has significant experience of global lifecycle management of oncology products as well as implementing marketing strategy at a regional and national level.

This includes supporting the launch of several oncology, immunology and transplant products in the United States, United Kingdom, Romania, Russia, South Africa and Asia.

This includes launching several oncology, immunology and transplant products in the United States, United Kingdom, Romania, Russia, South Africa and countries in Asia, including Japan.

Vann holds a B.S.

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Matthias Will, M.D., has served as our Chief Development Officer since September 2024.

Previously, he served as Chief Medical Officer at the privately held biotech company, Dren Bio, Inc., During his tenure, Matthias led the expansion of the clinical team and oversaw the submission of two INDs for candidates to potentially treat hematologic cancers.

Prior to that, he served as Vice President of Clinical Development for CRISPR Therapeutics where he led the development of their allogeneic CAR T programs targeting CD70 in T-cell lymphomas and renal cell carcinoma and the early stage CD70-NK cell program in collaboration with NKarta Inc.

Previously he served as Chief Medical Officer at the privately held biotech company, Dren Bio, Inc., During his tenure, Dr.

Will led the expansion of the clinical team and oversaw the submission of two INDs for candidates to potentially treat hematologic cancers.

Prior to that he served as Vice President of Clinical Development for CRISPR Therapeutics where he led the development of that company's allogeneic CAR T programs targeting CD70 in T-cell lymphomas and renal cell carcinoma and the early stage CD70-NK cell program in collaboration with NKarta Inc.

Previously, Dr.

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and Novartis Oncology.

Earlier in his career, he served at McKinsey & Company, where he strategically advised clients in the pharmaceutical industry.

Earlier in his career he served with McKinsey & Company, where he strategically advised clients in the pharmaceutical industry.

Will received his Medical Degree from the Hannover Medical School and his training in hematology/oncology at the University of Tȕbingen, Germany.

Christopher Williams, Ph.D.

has served as our Chief Business Officer since January 2024.

has served as our Chief Business Officer since February 2024.

Prior to this role, he served as Senior Vice President, Corporate Development from October 2021 until February 2024, and as Vice President, Global Head of Business Development from December 2018 until October 2021.

Williams was part of the team that founded Autolus Limited, our predecessor entity, in 2014 and he initially served as a non-executive director of Autolus Limited.

Williams was part of the team that founded Autolus in 2014 and he initially served as a non-executive director of Autolus Limited, our predecessor entity.

In 2016, he transitioned into the Company to establish our business development function as Director, Business Development.

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He has also worked in research roles at GSK, Inpharmatica and Imperial College London.

Williams holds a Ph.D.

in Biochemistry from Imperial College London and a BSc in Genetics from Cardiff University.

Dr Williams holds a PhD in Biochemistry from Imperial College London and a B.Sc.

in Genetics from Cardiff University.

Non-Executive Directors

Michael Bonney has served on our board of directors since April 2024.

He currently serves as a director of Alnylam Pharmaceuticals, Inc., a role he has held since December 2014.

He previously served as chair of the board of directors of Alnylam from December 2015 to August 2021 and as its executive chair from August 2021 to January 2023.

Michael Bonney has served as a member of our board of directors since April 2024.

He has also served as chair of the board for Santa Ana bio since September 2025.

He served as a director of Alnylam Pharmaceuticals, Inc.

between December 2014 and December 2025;

he previously served as chair of Alnylam from December 2015 to August 2021 and as its executive chair from August 2021 to January 2023.

Bonney previously served as the Chair of the board of directors of Kaleido Biosciences, Inc., a biotechnology company, from June 2017 until August 2021.

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Bonney previously served as the Chair of the board of directors of Magenta Therapeutics, Inc.

and as a director of Bristol-Myers Squibb Company, Celgene Corporation (which was acquired by Bristol-Myers Squibb), Syros Pharmaceuticals, Inc.

and as a director of Bristol-Myers Squibb Company, Celgene Corpoartion (which was acquired by Bristol-Myers Squibb), Syros Pharmacetuicals, Inc.

and Sarepta Therapeutics, Inc.

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Bonney is qualified to serve on our board of directors because of his experience serving in leadership positions at a wide variety of biotechnology companies.

Joseph Anderson, Ph .

has served on our board of directors since February 2016.

He is a Partner at Sofinnova Partners, which he joined in October 2020.

Previously, he was the Chief Executive Officer and a member of the board of directors of Arix Bioscience plc, a global life sciences investment company, where he held similar positions since January 2016.

He has founded and managed public equity funds and been a member of the following boards of directors:

Algeta ASA (acquired by Bayer AG) from 2009 to 2013, Amarin plc from October 2009 to 2013, Cytos Biotechnology Ltd, a biotechnology company, from 2012 until it merged with Kuros Biosurgery Holding Ltd in January 2016 and Epigenomics AG from 2012 to 2014.

He was a partner at Abingworth LLP, an international investment group dedicated to the life sciences and healthcare sectors, from January 2004 through December 2015.

From October 1999 through December 2003, Dr.

Anderson was at First State Investments in London, part of the Commonwealth Bank of Australia, where he was the head of global healthcare equities and a portfolio manager.

Prior to this, he was a pharmaceuticals analyst at the investment bank Dresdner Kleinwort Benson from June 1998 through October 1999.

From 1990 to 1998, Dr.

Anderson established and was head of the strategy unit at The Wellcome Trust, one of the world’s largest medical foundations.

He currently serves as a non-executive director of F2G Limited and previously served as a non-executive director of RedX Pharma plc between September 2023 and May 2024.

Anderson holds a Doctor of Philosophy in Biochemistry from the University of Aston and a Bachelor of Science in Biological Science from Queen Mary College, University of London.

We believe that Dr.

Anderson is qualified to serve on our board of directors because of his extensive experience serving on boards of directors of various life science companies.

Robert Azelby has served on our board of directors since January 2024.

Robert Azelby has served as a director since January 2024.

Azelby served as President and Chief Executive Officer of Eliem Therapeutics, Inc., a biopharmaceutical company, from October 2020 to February 2023.

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Azelby served in commercial roles including Vice President and General Manager of Amgen Oncology, Vice President of Oncology Sales, Vice President of the Commercial Effectiveness Unit and General Manager of Amgen Netherlands.

He currently serves as a non-executive director of ADC Therapeutics SA since June 2023, and of Cardinal Health since March 2024.

He currently serves as a non-executive director of ADC Therapeutics SA since June 2023, of Cardinal Health since March 2024, and of Terns Pharmaceuticals since February 2025.

Azelby previously served on the Board of Directors of Chinook Therapeutics Inc.

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from February 2020 to October 2020.

He holds a BA in Economics and Religious Studies from the University of Virginia and an MBA from Harvard Business School.

He holds a B.A.

in Economics and Religious Studies from the University of Virginia and an MBA from Harvard Business School.

We believe that Mr.

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Linda Bain has served on our board of directors since June 2018.

Since May 2023, she has served as the chief operating officer and chief financial officer of Mariana Oncology, a Novartis Company as of May 2024.

Since April 2025, she has served as a Venture Partner for Atlas Venture.

From May 2023 to April 2025, she served as the Chief Operating Officer and Chief Financial Officer of Mariana Oncology, a Novartis Company as of May 2024.

She has also served as a non-executive director of Arvinas, Inc.

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She received her B.S.

degree in Accounting and Business Administration and an Honors Degree in Accounting and Business Administration from the University of the Free State in South Africa.

in Accounting and Business Administration and an Honors Degree in Accounting and Business Administration from the University of the Free State in South Africa.

Bain is a certified public accountant.

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John Berriman has served on our board of directors since August 2014.

He has served as chair of the board of directors of Autifony Therapeutics Ltd since 2011.

He previously served as chair of the board of directors of Depixus SAS between December 2015 and August 2024, Confo Therapeutics NV between December 2016 and August 2023, ReNeuron Group plc between April 2015 and September 2020, Heptares Therapeutics Ltd from 2007 until it was sold to Sosei Group in February 2015, Algeta ASA from 2004 through its listing on the Oslo Stock Exchange in 2007 (and subsequently served as deputy chair from 2008 until it was sold to Bayer AG in 2014), and as a director of Micromet, Inc.

from May 2006 until it was sold to Amgen Inc.

He has served as chairman of the board of directors of Autifony Therapeutics Ltd since 2011.

He previously served as chairman of the board of directors of Depixus SAS between December 2015 and August 2024 and Confo Therapeutics NV between December 2016 and August 2023.

Prior to this, from 1997 to 2004, he was a director of Abingworth Management, an international healthcare venture capital firm, where he was involved in founding, financing and serving as a director of several biotechnology companies in Europe and the United States, many of which obtained listings on public stock exchanges.

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since October 2017, Olema Pharmaceuticals Inc.

since August 2020 and Century Therapeutics since February 2021.

since August 2020 and Century Therapeutics from February 2021 until August 2025.

Butitta holds a B.S.

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Butitta is qualified to serve on our board of directors because of her extensive financial and operational experience within the biotechnology and high-technology industries, as well as her leadership skills.

Robert Iannone, M.D., M.S.C.E.

has served on our board of directors since June 2023.

Robert Iannone, M.D., M.S.C.E., was appointed to our Board of Directors in June 2023.

Since May 2019, he has served as the Executive Vice President, Global Head of Research and Development at Jazz Pharmaceuticals plc, and as their Chief Medical Officer from December 2019 until October 2021.

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From 2001 to 2004, he served as Assistant Professor of Pediatrics and from 2004 to 2012 as Adjunct Assistant Professor of Pediatrics at the University of Pennsylvania School of Medicine.

Iannone has been serving on the board of directors of iTeos Therapeutics, Inc., a clinical-stage biopharmaceutical company, since May 2021, and on the Cancer Steering Committee of the Foundation for the National Institutes of Health since 2011.

Iannone has served on the board of directors of iTeos Therapeutics, Inc., a clinical-stage biopharmaceutical company, since May 2021, and on the Cancer Steering Committee of the Foundation for the National Institutes of Health since 2011.

He also served as a director of Jounce Therapeutics, Inc., a clinical-stage immunotherapy company, between January 2020 and its acquisition by Concentra Biosciences in May 2023.

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from Yale University and an M.S.C.E.

from University of Pennsylvania and completed his residency in Pediatrics and fellowship in Pediatric Hematology-Oncology at Johns Hopkins University.

We believe that Dr.

from University of Pennsylvania and completed his residency in Pediatrics and fellowship in Pediatric Hematology-Oncology at Johns Hopkins University.We believe that Dr.

Iannone is qualified to serve on our board of directors because of his extensive experience as a pharmaceutical company executive and in the clinical development and regulation of pharmaceuticals.

Elisabeth Leiderman, M.D, has served on our board of directors since December 2023.

She has served as the Chief Financial & Corporate Development Officer for Dewpoint Therapeutics since June 2024.

She previously served as Chief Financial Officer and Chief Business Officer at Atsena Therapeutics, a clinical-stage gene therapy company, between November 2022 and November 2023.

She has served as Chief Financial & Corporate Development Officer for Dewpoint Therapeutics, a clinical-stage biotechnology company applying condensate biology to the discovery and development of novel therapeutics, from June 2024 to September 2025.

Before joining Dewpoint, she served as Chief Financial Officer and Chief Business Officer at Atsena Therapeutics, a clinical-stage ophthalmology gene therapy company, from November 2022 to November 2023.

Before joining Atsena, from September 2020 to October 2022, Dr.

Leiderman was Chief Financial Officer and Head of Corporate Development at Decibel Therapeutics, a clinical stage biotechnology company developing novel gene therapeutics for restoration of hearing loss and balance disorders.

Leiderman was Chief Financial Officer and Head of Corporate Development at Decibel Therapeutics, a gene therapy company focused on hearing and balance disorders.

From January 2020 to August 2020, Dr.

Leiderman served as Chief Business Officer for Complexa, Inc., a clinical stage biopharmaceutical company focused on life-threatening fibrosis and inflammatory diseases.

Leiderman served as Chief Business Officer for Complexa, Inc.

Prior to Complexa, Dr.

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Leiderman is qualified to serve on our board of directors because of her extensive experience as a pharmaceutical company executive, her financial and operational expertise, and her leadership skills.

Martin Murphy, Ph.D.

has served on our board of directors since September 2014.

He served as Chair of Syncona Investment Management Limited, part of the global life science company Syncona Ltd., from January 2023 until November 2023, as the chief executive officer of Syncona Investment Management Limited from December 2016 until December 2022, and founded Syncona Partners LLP and served as its chief executive officer from May 2012 to December 2016.

Prior to that, he was a partner at MVM Life Science Partners LLP, a venture capital company focused on life science and healthcare investments, from 2003 to 2012.

During his time at MVM, Dr.

Murphy was a member of the management and investment committees and led MVM’s European operations.

Before MVM, Dr.

Murphy worked at 3i Group plc and McKinsey & Company.

Since January 2025, Dr.

Murphy has served as a non-executive director of Synairgen plc, a specialist respiratory biotech company listed on the London Stock Exchange.

He has a Ph.D.

in Biochemistry from the University of Cambridge.

We believe that Dr.

Murphy is qualified to serve on our board of directors because of his extensive experience as an investor, particularly in the life sciences industry.

Ravi Rao, M.D,.

has served on our board of directors since April 2024.

joined our Board in April 2024.

He currently serves as Chief Medical Officer of Sitryx Therapeutics, having joined the company in April 2022.

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Before that, he worked at Roche Genentech and GlaxoSmithKline.

Rao also serves as on the board of directors of DBV Technologies SA.

Rao serves as a Board Member for DBV Technologies SA.

Rao is an accredited rheumatologist and was an academic physician-scientist at Imperial College (London).

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Rao is qualified to serve on our board of directors because of his experience leading the development of drug pipelines at several biopharmaceutical companies.

Ryan Richardson has served on our board of directors since December 2025.

He previously served as Chief Strategy Officer and member of the Management Board of BioNTech from September 2018 to September 2025.

In addition to leading BioNTech’s Corporate Development and Strategy, Capital Markets, and Investor Relations functions, Mr.

Richardson played a central role in BioNTech’s global expansion and transition to a commercial stage company, including its initial public offering, subsequent private placement and follow-on equity financings, and multiple strategic BD and M&A transactions.

He served as Chairman of the Board of Directors of Instadeep Ltd., a leading global technology company active in the field of AI and machine learning, following BioNTech’s acquisition of Instadeep in 2023.

Prior to BioNTech, Mr.

Richardson was an Executive Director in J.P.

Morgan’s Global Healthcare Investment Banking team in London, where he worked on a wide range of strategic transactions from 2011 to 2018.

Earlier in his career, Mr.

Richardson served as a life sciences management consultant and health economist.

He was the recipient of the 2004 Robert.

Bosch Fellowship and a recipient of the 2018 Eisenhower Zhi-Xing Fellow in China.

Richardson holds an International M.B.A.

from the University of Chicago Booth School of Business, an M.Sc.

from the London School of Economics, and a B.S.

from the University of Kansas.

We believe that Mr.

Richardson is qualified to serve on our board of directors because of his experience leading corporate development and strategy efforts at other well-established life sciences and technology companies.

has served on our board of directors since November 2021 and was appointed to our board of directors as Blackstone’s designee pursuant to the terms of the collaboration and financing agreement we entered into with Blackstone in November 2021.

He is a Senior Advisor to the Blackstone Life Sciences group since November 2018, following Blackstone’s acquisition of Clarus Ventures.

Young became a Venture Partner with Clarus in 2010 after serving as CEO of Monogram Biosciences, a leader in personalized medicine, from 1999 through to the sale of the company to LabCorp in 2009.

Young became a Venture Partner with Clarus in 2010 after serving as Chief Executive Officer of Monogram Biosciences, a leader in personalized medicine, from 1999 through to the sale of the company to LabCorp in 2009.

Prior to Monogram he was at Genentech since 1980 in positions of increasing responsibility, including COO, responsible for all of the biotechnology company's development, operations and commercial functions.

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Young has served as a non-executive director of Praxis Precision Medicine since December 2016, of SFJ Pharma since July 2014 and of Satellite Bio since July 2022.

He also served as chair of the board of directors of Nanostring Technologies from January 2010 until April 2024, as a non-executive director of Theravance Biopharma between October 2013 and April 2014, and as its lead independent director between April 2014 and May 2023.

Previously he was chair of the board of directors of Biogen (NASDAQ:

BIIB) and served on the Board of Directors of BioMarin Pharmaceutical and Vertex Pharmaceuticals.

Young received his Bachelor's degree in chemical engineering from Purdue University, his MBA from Indiana University and an honorary doctorate in engineering from Purdue University.

He also served as Chairman of the Board of Directors of Nanostring Technologies from January 2010 until April 2024, as a non-executive director of Theravance Biopharma between October 2013 and April 2014, and as Theravance Biopharma's lead independent director between April 2014 and May 2023.

Previously he was Chairman of the Board of Biogen Inc.

and served on the Board of Directors of BioMarin Pharmaceutical and Vertex Pharmaceuticals.

Young received his B.A.

in chemical engineering from Purdue University, his MBA from Indiana University and an honorary doctorate in engineering from Purdue University.

In 1993 he was elected to the National Academy of Engineering for his leadership in research, development and manufacturing of recombinant proteins using recombinant DNA technology.

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Young is qualified to serve on our board of directors because of his extensive experience in the life sciences industry.

Board Diversity

The table below provides certain information regarding the diversity of our board of directors as of March 20, 2025.

Our 2024 Board Diversity Matrix is included in our Annual Report on Form 10-K, filed with the SEC on March 21, 2024.

Board Diversity Matrix

Country of Principal Executive Offices:

United Kingdom

Foreign Private Issuer Yes

Disclosure Prohibited under Home Country Law No

Total Number of Directors 12

Male Female Non-Binary Did Not Disclose Gender

Gender Identity

Directors 9 3 0 0

Demographic Background

Underrepresented Individual in Home Country Jurisdiction 1 0 0 0

Did Not Disclose Demographic Background 0

Code of Ethics

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Our board of directors has adopted an Insider Trading Policy that governs all transactions involving our securities by directors, officers, employees, consultants, and contractors and is reasonably designed to promote compliance with any insider trading laws, rules and regulations, and listing standards applicable to us.

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

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

Composition of Our Board of Directors

Our board of directors presently has twelve members.

Our board of directors presently has ten members.

As a foreign private issuer, under the listing requirements and rules of Nasdaq, we are not required to have independent directors on our board of directors, except that our audit committee is required to consist fully of independent directors, subject to certain phase-in schedules.

However, our board of directors has determined that Drs.

Anderson, Iannone, Leiderman, Murphy, Rao and Young, Mses.

Iannone, Leiderman, Rao and Young, Mses.

Butitta and Bain and Messrs.

Azelby, Berriman, and Bonney representing eleven of our twelve directors, do not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of director and that each of these directors is “independent” as that term is defined under Nasdaq rules.

Pursuant to the BioNTech Letter Agreement, BioNTech received the right to nominate a director to the Company’s board of directors.

If BioNTech acquires beneficial ownership of at least 30% of the issued and outstanding Ordinary Shares of the Company within five years of the Execution Date, BioNTech will have the right to designate an additional director who shall be independent.

BioNTech’s director nomination rights under the BioNTech Letter Agreement shall automatically terminate upon BioNTech’s ownership of Ordinary Shares dropping below certain specified percentages.

Azelby, Berriman, Bonney and Richardson representing nine of our ten directors, do not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of director and that each of these directors is “independent” as that term is defined under Nasdaq rules.

In connection with the BioNTech License Agreement, BioNTech received the right to nominate a director to the Company’s board of directors.

If BioNTech acquires beneficial ownership of at least 30% of the issued and outstanding Ordinary Shares of the Company within five years of February 6, 2024, BioNTech will have the right to designate an additional director who shall be independent.

BioNTech’s director nomination rights shall automatically terminate upon BioNTech’s ownership of Ordinary Shares dropping below certain specified percentages.

In accordance with our Articles of Association, our board of directors are divided into three classes with staggered three-year terms.

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Our directors are divided among the three classes as follows:

• Class I, which consists of Ravi Rao, Joseph Anderson, Martin Murphy and Robert Iannone, whose terms will expire at our 2025 annual general meeting;

• Class I, which consists of Ravi Rao, Robert Iannone and Ryan Richardson, whose terms will expire at our 2028 annual general meeting;

• Class II, which consists of Michael Bonney, Robert Azelby, John Berriman and Elisabeth Leiderman, whose terms will expire at our 2026 annual general meeting;

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The audit committee is composed of Ms.

Bain (chair), Dr.

Anderson, Mr.

Bain (chair), Mr.

Butitta, and Dr.

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Berriman (chair), Ms.

Butitta and Dr.

Butitta and Mr.

Under the SEC and Nasdaq rules, there are heightened independence standards for members of the compensation committee, including a prohibition against the receipt of any compensation from us other than standard board member fees.

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The nominating and corporate governance committee is composed of Mr.

Young (chair), Dr.

Anderson, Mr.

Young (chair), Mr.

Azelby and Ms.

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The research and development committee is composed of Drs.

Iannone (chair), Itin, Murphy, Rao and Young.

Iannone (chair), Itin, Rao and Young.

The primary functions of the research and development committee include:

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• Regulation FD;

• Section 16 rules requiring insiders to file public reports of their share ownership and trading activities and liability for insiders who profit from trades in a short period of time, which will provide less data in this regard than shareholders of U.S.

companies that are subject to the Exchange Act;

• liability under Section 16(b) of the Exchange Act for insiders who profit from trades in a short period of time;

• the requirement that our board have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities;

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Executive Director £ 500,000 £ 367,500 £ — £ 1,134,476 £ 2,001,976

Chairman of the Board £ 13,327 £ — £ — £ 14,777 £ 28,104

Michael Bonney*

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Non-Executive Director £ 38,750 £ — £ — £ 178,559 £ 217,309

Ryan Richardson****

Non-Executive Director £ 3,034 £ — £ — £ 6,945 £ 9,979

William Young, Ph.D.

Non-Executive Director £ 46,750 £ — £ — £ 102,808 £ 149,558

Bonney joined the board of directors effective April 1, 2024.

Johnson resigned from the board of directors effective April 1, 2024.

Azelby joined the board of directors effective January 9, 2024.

Rao joined the board of directors effective April 1, 2024.

Bonney was appointed as a member of the Compensation committee effective July 9, 2025.

Anderson resigned from the board of directors effective June 26, 2025, prior to the Company's Annual General Meeting of shareholders, having previously notified the Company of his intention not to stand for re-election.

Murphy resigned from the board of directors effective June 26, 2025, prior to the Company's Annual General Meeting of shareholders, having previously notified the Company of his intention not to stand for re-election.

Richardson joined the board of directors effective December 1, 2025.

His fees for December 2025 have been accrued but not yet paid.

Non-Executive Letters of Appointment

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Non-Executive Director Compensation Policy

In April 2024, following market research and advice from its compensation consultant, our board of directors amended our non-executive director compensation policy to increase the retainer fee for the nominating and governance committee chair and member from £7,000 to £8,000 and £3,500 to £4,000, respectively.

Under this policy, we pay each of our non-executive directors a cash retainer for service on our board of directors and committees of our board of directors.

Under our non-executive director compensation policy, we pay each of our non-executive directors a cash retainer for service on our board of directors and committees of our board of directors.

Our chair or lead independent director, as applicable, also receives an additional cash retainer.

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We will also reimburse our directors for their reasonable out-of-pocket expenses in connection with attending board and committee meetings.

Non-executive directors are eligible to receive cash compensation as follows:

In March 2025, following market research and advice from its compensation consultant, our board of directors amended our non-executive director compensation policy to set the retainer fees for our non-executive directors to be:

Annual Cash Retainer

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Additional retainer for research and development committee member 6,000

In January 2026, based on further benchmarking analyses conducted by its compensation consultant, our board of directors amended our non-executive director compensation policy to increase the annual retainer for the chair to £65,000 and the annual retainer for other directors to £35,000.

These changes are effective as of February 1, 2026, together with the equity compensation changes described below.

Equity Compensation

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Initial Award

Each new non-executive director elected to our board of directors is granted an initial, one-time equity award of options to purchase 80,000 of our ADSs on the date of such director’s initial election or appointment to the board of directors, which will vest in equal monthly installments through the third anniversary of the grant date.

Effective February 1, 2026, each new non-executive director elected to our board of directors is granted an initial, one-time equity award on the date of such director’s initial election or appointment to the board of directors of (i) options to purchase 47,500 of our ADSs , which will vest in equal monthly installments through the third anniversary of the grant date, and (ii) restricted share units representing 31,667 of our ADSs, which will vest in equal installments through the third anniversary of the grant date.

In addition, a non-executive director who is initially appointed to serve as chair of the board receives an option to purchase 40,000 of our ADSs on the date of such appointment to chair, which will vest in equal monthly installments through the third anniversary of the grant date.

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Annual Awards

On the date of each of our annual meeting of shareholders, each non-executive director that continues to serve will be granted an option to purchase 80,000 of our ADSs or ordinary shares, which will vest in equal monthly installments through the first anniversary of the grant date.

On the date of each of our annual meeting of shareholders, each non-executive director that continues to serve will be granted (i) an option to purchase 47,500 of our ADSs or ordinary shares, which will vest in equal monthly installments through the first anniversary of the grant date, and (ii) restricted share units representing 31,667 of our ADSs, which will vest in a single installment on the first anniversary of the grant date.

Senior Management Compensation

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For the year ended December 31, 2025, the aggregate compensation accrued or paid to the members of our senior management for services, whether or not a director, in all capacities was $16.5 million.

The amount set aside or accrued by us to provide pension, retirement or similar benefits to members of senior management amounted to a total of $2,829 in the year ended December 31, 2024.

Management Incentive Compensation Plan

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Outstanding Equity Awards, Grants and Option Exercise

The following table summarizes the equity awards that we granted to members of our board of directors and senior management pursuant to the terms of the 2017 Plan or 2018 Plan during the year ended December 31, 2024.

Name Ordinary Share Underlying Option Exercise Price Grant

The following table summarizes the equity awards that we granted to members of our board of directors and senior management pursuant to the terms of the 2018 Plan or 2025 Inducement Plan during the year ended December 31, 2025.

Name Ordinary Shares Underlying Option

Exercise Price Grant

Senior Management

Christian Itin, Ph.D.

1,500,000 $ 1.89 3/14/2025 3/14/2035

Robert Dolski 300,000 $ 1.89 3/14/2025 3/14/2035

David Brochu* 300,000 $ 1.89 3/14/2025 3/14/2035

Alex Driggs 110,000 $ 1.89 3/14/2025 3/14/2035

Patrick McIlvenny** 150,000 $ 1.49 10/8/2025 10/8/2035

Miranda Neville 250,000 $ 1.73 3/1/2025 3/1/2035

325,000 $ 1.89 3/14/2025 3/14/2035

100,000 $ 1.49 10/8/2025 10/8/2035

Cintia Piccina*** 500,000 $ 1.49 10/8/2025 10/8/2035

Martin Pule, MBBS 300,000 $ 1.89 3/14/2025 3/14/2035

Alexander Swan 200,000 $ 2.03 2/18/2025 2/18/2035

200,000 $ 1.89 3/14/2025 3/14/2035

Christopher Vann 500,000 $ 1.89 3/14/2025 3/14/2035

Christopher Williams, Ph.D.

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Michael Bonney 80,000 $ 2.32 6/26/2025 6/26/2035

80,000 $ 3.48 6/28/2024 6/28/2034

Joseph Anderson, Ph.D.

80,000 $ 3.48 6/28/2024 6/28/2034

Robert Azelby 80,000 $ 2.32 6/26/2025 6/26/2035

80,000 $ 3.48 6/28/2024 6/28/2034

Linda Bain 80,000 $ 2.32 6/26/2025 6/26/2035

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80,000 $ 2.32 6/26/2025 6/26/2035

Martin Murphy, Ph.D.

80,000 $ 3.48 6/28/2024 6/28/2034

Ravi Rao, M.D.

80,000 $ 2.32 6/26/2025 6/26/2035

Ryan Richardson**** 80,000 $ 1.41 12/1/2025 12/1/2035

William Young, Ph.D.

80,000 $ 2.32 6/26/2025 6/26/2035

Bonney joined the board of directors effective April 1, 2024.

Azelby joined the board of directors effective January 9, 2024.

Rao joined the board of directors effective April 1, 2024.

Brochu stepped down as Chief Technical Officer effective November 12, 2025.

He will continue as a strategic advisor to the Company.

McIIvenny joined the senior management team effective November 7, 2025.

Piccina joined the senior management team effective September 1, 2025.

Richardson joined the board of directors effective December 1, 2025.

Name Ordinary Shares Underlying Restricted Stock Unit

Fair Value at Grant Date

Total Fair Value

Senior Management

Cintia Piccina* 80,000 $ 1.50 120,000 9/1/2025

Piccina joined the senior management team effective September 1, 2025.

As of December 31, 2025, members of our board of directors and senior management held vested share options to purchase an aggregate of 9,380,699 ordinary shares.

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If all or any part of an award granted under the 2018 Non-Employee Sub Plan expires, lapses or is terminated, exchanged for cash, surrendered, repurchased, canceled without having been fully exercised or forfeited, any unused shares covered by the award will become or again be available for new grants under the 2018 Non-Employee Sub Plan.

2025 Inducement Plan

The Company's 2025 Inducement Plan (the “2025 Inducement Plan”) became effective on March 27, 2025 and provides for issuance of inducement equity awards to individuals who were not previously employees or directors (or following a bona fide period of non-employment) as a material inducement to their entering into employment with the Company or its affiliates, pursuant to Nasdaq Listing Rule 5635(c)(4).

As of December 31, 2025, awards granted under the 2025 Inducement Plan may not exceed 3,000,000 ADSs, representing an equal number of ordinary shares.

Equity awards granted under the 2025 Inducement Plan generally vest in the same manner as other Company awards, with 25% of the awards vesting one year after the vesting commencement date and the remainder of the awards vesting in equal monthly installments over three additional years.

2025 Employee Share Purchase Plan

In May 2025, the Company's board of directors adopted the 2025 Employee Share Purchase Plan (the “Purchase Plan” or “ESPP”), which became effective upon approval by the Company's shareholders in June 2025.

The following description of the Purchase Plan is a summary only and is qualified in its entirety by reference to the complete text of the Purchase Plan.

Subject to adjustment for certain changes in the Company's capitalization, the maximum number of Shares (as defined therein) that may be issued under the Purchase Plan is 3,000,000.

The Purchase Plan includes both (i) a 423 Component (as defined therein), which is intended to be used to grant rights to purchase Shares which qualify as options issued under an “employee stock purchase plan” as that term is defined in Section 423(b) of the U.S.

Internal Revenue Code of 1986, as amended (the “Code”), and (ii) a Non-423 Component (as defined therein), which is intended to be used to grant rights to purchase Shares which do not qualify for such treatment under the Code.

The UK Sharesave Sub-Plan has been adopted as a sub-plan to the Purchase Plan.

The Sharesave is a UK 'all employee' share option plan, which is intended to satisfy the requirements of Schedule 3 of ITEPA for tax qualifying save-as-you-earn share options plans.

The Purchase Plan, including any sub-plans, is administered by the Company's board of directors, which may delegate such administration to a committee comprised of one or more members of the board.

The plan administrator has the power, subject to the provisions of the Purchase Plan, to determine when and how rights to purchase the Company's shares will be granted, the provisions of each offering of such rights (which need not be identical), and whether employees of any of Autolus parent or subsidiary companies will be eligible to participate in the Purchase Plan.

The Company has not yet initiated any purchase periods or granted shares under the ESPP as of December 31, 2025.

public company, if we are required to restate our financial results due to our material noncompliance with any financial reporting requirements under the federal securities laws as a result of misconduct, our Chief Executive Officer and Chief Financial Officer may be legally required to reimburse us for any bonus or other incentive-based or equity-based compensation they receive in accordance with the provisions of Section 304 of the Sarbanes-Oxley Act.

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Percentage ownership calculations are based on 266,143,286 ordinary shares outstanding (including ordinary shares in the form of ADSs) as of March 1, 2026.

Except as otherwise indicated, all of the shares reflected in the table are ordinary shares and all persons listed below have sole voting and investment power with respect to the shares beneficially owned by them, subject to applicable community property laws.

wned by them, subject to applicable community property laws.

The information is not necessarily indicative of beneficial ownership for any other purpose.

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BioNTech SE (1) 33,333,333 12.5 %

MAK Capital Fund LP (2) 30,005,343 11.3 %

Syncona Portfolio Limited (3) 28,821,053 10.8 %

Wellington Management Co.

LLP (3) 25,345,680 9.5 %

BXLS V – Autobahn LP (4) 23,750,917 8.9 %

Armistice Capital, LLC (5) 17,500,000 6.6 %

Qatar Investment Authority (6) 15,000,000 5.6 %

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(7) 14,782,275 5.6 %

Deep Track Capital, LP (7) 14,218,903 5.3 %

Senior Management and Directors:

2 unchanged sentences

Robert Dolski (9) 468,749 *

David Brochu (10) 869,165 *

Alex Driggs (10) 355,019 *

Patrick McIlvenny (11) — *

Cintia Piccina (12) — *

Miranda Neville (13) 349,089 *

Martin Pulé, MBBS (14) 672,116 *

Brent Rice (14) 389,599 *

Alexander Swan (15) 785,832 *

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Matthias Will, M.D.

(17) 283,333 *

Christopher Williams, Ph.D.

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Michael Bonney (19) 209,999 *

Joseph Anderson, Ph.D.

(20) 228,333 *

Robert Azelby (20) 188,888 *

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(25) 191,110 *

Martin Murphy, Ph.D.

(27) 228,333 *

Ravi Rao, M.D.

(26) 184,444 *

Ryan Richardson (27) — *

William Young, Ph.D (28) 283,333 *

(29) 203,333 *

All directors and senior management as a group (21 persons) (29)

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The address of the principal business office, Management Board and Supervisory Board of BioNTech is An der Goldgrube 12, D-55131 Mainz, Germany.

(2) The information shown is based, in part, upon disclosures filed on a Schedule 13G/A on November 14, 2024 by Syncona Portfolio Limited.

(2) The information shown is based, in part, upon disclosures filed on a Schedule 13G on February 17, 2026 by MAK Capital Fund LP.

The number consists of 30,005,343 ADSs.

The address of the principal business office of MAK Capital LP is 590 Madison Avenue, 31st Floor, New York, NY 10022.

(3) The information shown is based, in part, upon disclosures filed on a Schedule 13G/A on May 7, 2025 by Syncona Portfolio Limited.

The number reported consists of (i) 12,180,333 ordinary shares and (ii) 16,640,720 ADSs.

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The address for Syncona Portfolio Limited is PO Box 273, Sir William Place, St Peter Port, Guernsey GY1 3RD, Channel Islands.

It should be noted that Martin Murphy stepped down from chair of Syncona Investment Management Limited (SIML) and therefore the Company has not included Syncona's shareholding in Martin's beneficial ownership calculations.

(3) The information shown is based, in part, upon disclosures filed on a Schedule 13F on February 14, 2025 and on a Schedule 13G on November 14, 2024 by Wellington Management Co.

The number consists of 25,345,680 ADSs.

Wellington Management Company LLP is a wholly owned subsidiary of Wellington Management Group LLP, a publicly-listed company.

The address of the principal business office of Wellington Management Co.

LLP is 280 Congress Street, Boston, MA 02210.

(4) The information shown is based, in part, upon disclosures filed on a Schedule 13D/A on December 13, 2022 by Blackstone Inc.

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Schwarzman is c/o Blackstone Inc., 345 Park Avenue, New York, NY 10154.

(5) The information shown is based, in part, upon disclosures filed on a Schedule 13G/A on February 17, 2026 by Armistice Capital, LLC.

The number reported consists of 17,500,000 ADSs.

The address of the principal business office of Armistice Capital, LLC is 510 Madison Avenue, 7th Floor New York, New York 10022.

(6) The information shown is based, in part, upon disclosures filed on a Schedule 13G on December 13, 2022 by Qatar Investment Authority.

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Box 177, 160 41 Prague 6, Czech Republic.

(7) The information shown is based, in part, upon disclosures filed on a Schedule 13F on February 14, 2025 and on a Schedule 13G/A on November 14, 2024 by Deep Track Capital, LP.

The number reported consists of 14,218,903 ADSs.

Deep Track Biotechnology Master Fund, Ltd is a wholly owned subsidiary of Deep Track Capital, LP.

The address of the principal business office of Deep Track Capital, LP is 200 Greenwich Ave, 3rd Floor, Greenwich, CT 06830.

The address of the principal business office of Deep Track Biotechnology Master Fund, Ltd.

is c/o Walkers Corporate Limited, 190 Elgin Ave, George Town, KY1-9001, Cayman Islands.

Deep Track Capital, LP.

and Deep Track Biotechnology Master Fund, Ltd are controlled by its founder, David Kroin.

The address of the principal business office of Mr.

Kroin is c/o Deep Track Capital, LP, 200 Greenwich Ave, 3rd Floor, Greenwich, CT 06830.

(8) Consists of (i) 1,066,009 ordinary shares issuable upon conversion of restricted ordinary shares, (ii) 50,000 ordinary shares issuable upon restricted stock units and (iii) 2,182,075 ordinary shares underlying options that are vested and exercisable within 60 days of March 1, 2026.

(9) Consists of ordinary shares underlying options that are vested and exercisable within 60 days of March 1, 2026.

(10) Consists of (i) 113,125 ordinary shares issuable upon conversion of restricted stock units and (ii) 756,040 ordinary shares underlying options that are vested and exercisable within 60 days of March 1, 2025.

(10) Consists of (i) 18,418 ordinary shares issuable upon conversion of restricted ordinary shares, and (ii) 336,601 ordinary shares underlying options that are vested and exercisable within 60 days of March 1, 2026.

(12) Consists of (i) 33,720 ordinary shares issuable upon conversion of restricted ordinary shares, and (ii) 176,119 ordinary shares underlying options that are vested and exercisable within 60 days of March 1, 2025.

(11) Consists of ordinary shares underlying options that are vested and exercisable within 60 days of March 1, 2026.

(14) Consists of (i) 9,400 ADSs and (ii) 37,907 ordinary shares issuable upon conversion of restricted stock units and (iii) 342,292 ordinary shares underlying options that are vested and exercisable within 60 days of March 1, 2025.

(12) Consists of ordinary shares underlying options that are vested and exercisable within 60 days of March 1, 2026.

(13) Consists of (i) 23,720 ordinary shares issuable upon conversion of restricted stock units and (ii) 325,369 ordinary shares underlying options that are vested and exercisable within 60 days of March 1, 2026.

(16) Consists of (i) 112,211 ordinary shares issuable upon conversion of restricted ordinary shares, ii) 40,000 ordinary shares issuable upon conversion of restricted stock units and (iii) 802,080 ordinary shares underlying options that are vested and exercisable within 60 days of March 1, 2025.

(14) Consists of ordinary shares underlying options that are vested and exercisable within 60 days of March 1, 2026.

(15) Consists of (i) 38,657 ordinary shares issuable upon conversion of restricted stock units, and (ii) 747,175 ordinary shares underlying options that are vested and exercisable within 60 days of March 1, 2026.

(16) Consists of (i) 112,211 ordinary shares issuable upon conversion of restricted ordinary shares, ii) 40,000 ordinary shares issuable upon conversion of restricted stock units and (iii) 970,830 ordinary shares underlying options that are vested and exercisable within 60 days of March 1, 2026.

(17) Consists of ordinary shares underlying options that are vested and exercisable within 60 days of March 1, 2026.

(18) Consists of (i) 8,198 ordinary shares issuable upon conversion of restricted ordinary shares, (ii) 19,808 ordinary shares issuable upon conversion of restricted stock units and (iii) 645,932 ordinary shares underlying options that are vested and exercisable within 60 days of March 1, 2026.

(19) Consists of ordinary shares underlying options that are vested and exercisable within 60 days of March 1, 2026.

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16,103,045 (3)

Equity plans not approved by security holders:

1,447,200 (4)

1,552,800 (6)

Total 31,130,935 17,655,845

1 unchanged sentence

(2) Gives effect to outstanding RSUs, which have no exercise price.

Excluding the RSUs, the weighted average exercise price would be $5.64 per share.

Excluding the RSUs, the weighted average exercise price for equity compensation plans approved by security holders would be $4.23 per share.

(3) Following the adoption of the 2018 Equity Incentive Plan, no additional stock awards may be granted under the 2017 Share Option Plan.

The number of shares of our common stock reserved for issuance under our 2018 Equity Incentive Plan automatically increases on October 1 of each year, from October 1, 2018 continuing through October 1, 2027, by 4% of the total number of shares of our common stock outstanding on September 30 of the same calendar year, or a lesser number of shares as may be determined by our Board.

Includes the shares available for issuance under the 2025 Employee Share Purchase Plan.

(4) Includes shares issuable upon exercise of outstanding options and issuable upon settlement of outstanding restricted stock units under the 2025 Inducement Plan.

(5) Gives effect to outstanding RSUs, which have no exercise price.

Excluding the RSUs, the weighted average exercise price for equity compensation plans not approved by security holders would be $1.70 per share.

(6) Includes shares available for issuance under the 2025 Inducement Plan.

Awards granted under the 2025 Inducement Plan will not exceed 3,000,000 ADSs, representing an equal number of ordinary shares.

Certain Relationships and Related Transactions, and Director Independence

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We will pay BioNTech a low single-digit percentage of annual net sales of obe-cel products, which may be increased up to a mid-single digit percentage in exchange for milestone payments of up to $100 million in the aggregate on achievement of certain regulatory events for specific new indications upon BioNTech's election.

During the year ended December 31, 2025, the Company paid revenue share payments to BioNTech amounting to $1.5 million.

Manufacturing and Commercial Agreement

Under the terms of the License Agreement, we have granted BioNTech the option to negotiate a joint manufacturing and commercial services agreement pursuant to which we and they may access and leverage each other’s manufacturing and commercial capabilities, in addition to our commercial site network and infrastructure, with respect to certain of each parties’ CAR T products, including BioNTech’s product candidate BNT211 (the “Manufacturing and Commercial Agreement”).

Under the terms of the License Agreement, we granted BioNTech the option to negotiate a joint manufacturing and commercial services agreement pursuant to which we and they may access and leverage each other’s manufacturing and commercial capabilities, in addition to our commercial site network and infrastructure, with respect to certain of each parties’ CAR T products, including BioNTech’s product candidate BNT211 (the “Manufacturing and Commercial Agreement”).

The term of this option expired in August 2025, 18 months following execution of the License Agreement.

Securities Purchase Agreement, Registration Rights Agreement and Letter Agreement

Concurrently with the execution of the License Agreement, we and BioNTech entered into a Securities Purchase Agreement (the “Purchase Agreement”) pursuant to which we issued and sold 33.3 million ADSs to BioNTech at $6.00 per ADS for aggregate gross proceeds of $200.0 million.

In the event that we and BioNTech enter into the Manufacturing and Commercial Agreement described above within 18 months of the initial closing under the Purchase Agreement, BioNTech will purchase additional ADSs, not to exceed 15.0 million ADSs, for an aggregate purchase price of up to $20 million.

The total number of ADSs that may be issued to BioNTech is subject to additional limitations and restrictions.

BioNTech also has the right to purchase equity securities sold by us in bona fide financing transactions in amounts that are based on BioNTech maintaining specified ownership thresholds following such financing transactions.

We agreed to register those shares as described in the Registration Rights Agreement.

Pursuant to the Letter Agreement, BioNTech also has the right to appoint a non-executive director of the Company and to purchase equity securities sold by us in bona fide financing transactions in amounts that are based on BioNTech maintaining specified ownership thresholds following such financing transactions.

Transactions with Entities Affiliated with Blackstone

On November 6, 2021, the Company concurrently entered into the following agreements with BXLS V - Autobahn L.P, (“Blackstone”) collectively called the “Blackstone Agreements”:

(i) Strategic Collaboration and Financing Agreement, (the “Blackstone Collaboration Agreement”);

(ii) Securities Purchase Agreement;

(iii) Warrant Agreement (the “Blackstone Warrant”) - refer to Note 13, “Warrants";

(iv) a Registration Rights Agreement.

The Blackstone Agreements were entered into in contemplation of one another and, accordingly, the Company assessed the accounting for these agreements in the aggregate.

Blackstone Collaboration Agreement

In November 2021, the upfront payment of $50 million was paid by Blackstone upon execution of the Blackstone Collaboration Agreement.

In December 2022, two Blackstone Development Payments were paid by Blackstone of $35 million each as a result of (i) the joint steering committee’s review of Autolus’ interim analysis of pivotal FELIX Phase 2 clinical trial of obe-cel in relapsed/refractory (“r/r”) adult Acute Lymphoblastic Leukemia (“B-ALL”) and (ii) achievement of a pre-agreed manufacturing milestone as a result of completion of planned activities demonstrating the performance and qualification of the Company’s obe-cel’s manufacturing process.

In December 2024, the remaining $30 million Blackstone Development Payment was paid to the Company on the approval of AUCATZYL by the FDA.

The Company considered the achievement of the specified regulatory milestone as probable when actually achieved (i.e., when the contingency resolves).

In exchange for the Blackstone Development Payments, the Company agreed to make payments to Blackstone (the “Revenue Share Payments”) equal to a mid-single digit royalty, subject to the Aggregate Cap (as defined in the Blackstone Collaboration Agreement) on payments under the Blackstone Collaboration Agreement, based on net sales anywhere in the world of (i) Collaboration Products in B-cell malignancies, (ii) subject to certain conditions set forth in the Blackstone Collaboration Agreement, its CD19 and CD22 CAR T cell investigational therapy product candidate known as AUTO3 in B-cell malignancies, and (iii) certain Collaboration Products to the extent developed or commercialized in indications other than a B-cell malignancy.

The Company is also obligated to make payments (the “Sales Milestone Payments”), subject to the Aggregate Cap, if certain cumulative net sales levels are achieved.

During the year ended December 31, 2025, the Company paid revenue share payments to Blackstone amounting to $2.8 million.

2024 Underwritten Offering

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Ernst & Young LLP has served as our independent registered public accounting firm since September 2017 and has audited our consolidated financial statements for the years ended December 31, 2025 and 2024.

The following table shows the aggregate fees for services rendered by Ernst & Young LLP to us and our subsidiaries for the years ended December 31, 2024 and 2023:

The following table shows the aggregate fees for services rendered by Ernst & Young LLP to us and our subsidiaries for the years ended December 31, 2025 and 2024 (in thousands):

Year Ended December 31,

(in thousands)

Audit fees $ 1,728 $ 1,750

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Financial Statements

See the financial statements beginning on page F-1 of this Annual Report.

For a list of the consolidated financial statements included herein, see “Index to Consolidated Financial Statements” under Part II, Item 8 of this Annual Report on Form 10-K.

Financial Statement Schedules

All schedules have been omitted because they are not required, not applicable, not present in amounts sufficient to require submission of the schedule, or the required information is otherwise included.

All financial statement schedules have been omitted since the required information was not applicable or was not present in amounts sufficient to require submission of the schedules, or because the information required is included in the consolidated financial statements or the accompanying notes.

Exhibit Index

The exhibits listed in the following Index to Exhibits are filed, furnished or incorporated by reference as part of this Annual Report on Form 10-K.

NUMBER DESCRIPTION OF EXHIBIT INCORPORATED BY REFERENCE

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10.20+ Amended Management Incentive Compensation Plan .

Form 10-K 001-38547 10.20 3/20/25

10.21 Exclusive Distribution Agreement, effective as of April 25, 2024, by and between Cardinal Health 105, Inc.

and Autolus Inc.

Form 10-K 001-38547 10.21 3/20/25

10.22+ Autolus Therapeutics plc - 2025 Inducement Plan

Form 10-Q 001-38547 10.1 5/8/25

10.23+ Form of Stock Option Grant Notice and Stock Option Agreement for the Autolus Therapeutics plc - 2025 Inducement Plan.

Form 10-Q 001-38547 10.2 5/8/25

10.24+ Form of Restricted Stock Unit Grant Notice and Award Agreement for the Autolus Therapeutics plc - 2025 Inducement Plan.

Form 10-Q 001-38547 10.3 5/8/25

10.25+ Autolus Therapeutics plc - 2025 Employee Share Purchase Plan .

Form 10-Q 001-38547 10.1 8/12/25

10.26+ Autolus Therapeutics plc - 2025 UK Sharesave Sub-plan .

Form 10-Q 001-38547 10.2 8/12/25

19.1 Amended and Restated Insider Trading and Window Period Policy .

Form 10-K 001-38547 19.1 3/20/25

Subsidiaries of the registrant.

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AUTOLUS THERAPEUTICS PLC

March 20, 2025

March 27, 2026 By:

/s/ Christian Itin, Ph.D.

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(Principal Financial Officer)

/s/ Andrew Mercieca

Vice President, Finance

March 20, 2025

Andrew Mercieca

(Principal Accounting Officer)

/s/ Patrick McIlvenny Senior Vice President, Finance and Chief Accounting Officer March 27, 2026

Patrick McIlvenny (Principal Accounting Officer)

/s/ Michael Bonney

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Michael Bonney

/s/ Joseph Anderson, Ph.D.

March 20, 2025

Joseph Anderson, Ph.D.

/s/ Robert Azelby

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Elisabeth Leiderman, M.D.

/s/ Martin Murphy, Ph.D.

March 20, 2025

Martin Murphy, Ph.D.

/s/ Ravi Rao, M.D.

March 27, 2026

/s/ Ryan Richardson.

Director March 27, 2026

Ryan Richardson

/s/ William Young, Ph.D.

March 20, 2025

Director March 27, 2026

William Young, Ph.D.

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Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Autolus Therapeutics plc (the “Company”) as of December 31, 2024 and 2023, and the related consolidated statements of comprehensive loss, shareholders’ equity and cash flows for each of the two years in the period ended December 31, 2024 and the related notes (collectively referred to as the “consolidated financial statements”).

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

We have audited the accompanying consolidated balance sheets of Autolus Therapeutics plc (the “Company”) as of December 31, 2025 and 2024, and the related consolidated statements of operations and comprehensive loss, changes in shareholders’ equity and cash flows, for each of the two years in the period ended December 31, 2025 and the related notes (collectively referred to as the “consolidated financial statements”).

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

generally accepted accounting principles.

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

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

Our responsibility is to express an opinion on the Company’s 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.

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As disclosed in Note 2 to the consolidated financial statements, the Liabilities are remeasured when significant assumptions associated with the underlying cashflows change.

These assumptions include significant unobservable inputs, such as the probability of success of the clinical trial and regulatory approval (“POS”), patient volumes, and the estimated selling prices of products in different territories.

Auditing the Company's measurement of the Liabilities was especially challenging, because the measurement involves significant management judgements about future events, which are inherently uncertain.

These assumptions include significant unobservable inputs, such as the probability of success of the clinical trial and regulatory approval (“POS”), patient population and the estimated selling prices of products in different territories.

Auditing the Company's measurement of the Liabilities was especially challenging, because the measurement involves significant management judgments about future events, which are inherently uncertain.

In particular, the measurement of the Liabilities was sensitive to the Company’s estimates of POS, patient volumes, and pricing of the products on which royalties will be paid.

How we addressed the matter To test the measurement of the Liabilities, our audit procedures included among others, meeting with management to understand the basis for changes in the POS, patient volumes, and forecast selling prices.

How we addressed the matter in our audit To test the measurement of the Liabilities, our audit procedures included, among others, meeting with management to understand the basis for changes in the POS, patient volumes, and forecast selling prices.

We evaluated the POS assumption, with the assistance of our life sciences specialist, by assessing industry benchmarks for similar products and analysts’ reports.

We evaluated management’s patient volume model, including assessing inputs to the model and the reasonableness of the outputs, with the assistance of our life sciences specialists, by performing procedures such as examining published data from third party sources, reperforming calculations and conducting sensitivity analyses.

We evaluated management’s patient population model, including assessing inputs to the model and the reasonableness of the outputs, with the assistance of our life sciences specialist, by performing procedures such as examining published data from third party sources and reperforming calculations.

We evaluated management’s selling price assumptions by comparing them to competitor prices from publicly available information.

With the assistance of our financial modeling specialists, we evaluated the underlying financial model by performing recalculations and sensitivity analyses on significant assumptions and comparing them to those used by management.

BioNTech Transaction

Description of the matter On February 6, 2024, the Company entered into a transaction with BioNTech (“the Transaction”) as detailed in note 1 to the Company’s consolidated financial statements.

The Transaction included the recording of a liability related to a revenue sharing arrangement, the sale of an intellectual property license and the issuance of new ordinary shares.

Auditing the Transaction involved complex auditor judgment, since there was significant judgment and subjectivity in management’s accounting assessment, particularly in determining the separate components to account for and the allocation of the Transaction’s proceeds between the components.

How we addressed the matter To audit the accounting for the Transaction, we read the various Transaction agreements, while considering relevant accounting literature, to evaluate whether management's accounting position considered the relevant facts and terms included in the agreements, including management’s determination of the detachability of the various components and embedded features and whether they should be accounted for separately.

To assess the value assigned to the liability related to the revenue sharing arrangement, we used our valuation specialists to compare the effective interest rate determined by management against publicly available information for comparable arrangements.

For the license revenue recognized from the sale of the intellectual property license, we assessed the allocated value by considering whether there were any material rights associated with other options granted as part of the transaction and by comparing their exercise prices to similar options sold separately by the Company.

For the issuance of ordinary shares we recalculated the amount allocated using publicly available per share values on the date the transaction was announced.

With the assistance of our financial modeling specialist, we evaluated the underlying financial model by performing recalculations and sensitivity analyses on significant assumptions and comparing them to those used by management.

Revenue recognition – Product revenue, net

Description of the matter The Company began to recognize product revenue during 2025.

As discussed in Note 2 to the consolidated financial statements, the Company’s AUCATZYL treatment comprises two separately administered doses.

The Company determined that the two doses constitute a single performance obligation under ASC 606, Revenue from Contracts with Customers , and that the performance obligation is satisfied when the patient receives the second, final dose.

Auditing the Company's revenue recognition for the AUCATZYL treatment was especially challenging, because it required significant judgment in evaluating whether the two doses represented a single performance obligation or two separate performance obligations, and in determining the point at which the Company satisfies the performance obligation.

How we addressed the matter in our audit To evaluate the Company’s revenue recognition policy and its determination of performance obligations, our audit procedures included, among others, reviewing the relevant contractual arrangements with the Authorized Treatment Centers and the US wholesaler, and evaluating the terms of these arrangements against the criteria in ASC 606 for identifying performance obligations, including the requirements for a promised good or service to be distinct.

We evaluated the point at which the AUCATZYL performance obligation is satisfied, by analyzing the indicators of transfer of control under ASC 606.

/s/ Ernst & Young LLP

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(In thousands, except share and per share amounts)

Note 2024 2023

Current assets:

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Restricted cash 1,503 1,425

Accounts receivable, net 3 24,024 15

Inventories, net 7 33,209 4,138

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Liabilities related to future royalties and milestones, net - current

12 10,000 3,500

Total current liabilities 73,440 60,743

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Total revenue, net

75,388 10,120

Cost and operating expenses:

Cost of sales

( 96,369 ) ( 11,387 )

Research and development expenses, net

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( 131,874 ) ( 101,723 )

Loss on disposal of property and equipment ( 223 ) ( 3,791 )

Impairment of operating lease right-of-use assets and related property and equipment ( 414 ) ( 382 )

Loss from operations

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Other income, net 515 220

Foreign exchange (losses) gains, net

Foreign exchange gains (losses), net

2,163 ( 989 )

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Net loss before income tax ( 285,556 ) ( 219,134 )

Income tax (expense) benefit

Income tax expense

( 1,972 ) ( 1,528 )

( 287,528 ) ( 220,662 )

Other comprehensive income (loss), net of tax:

Foreign currency exchange translation adjustment 23,343 135

Unrealized holding losses on available-for-sale debt securities, net of tax of $ 0 and $ 0

Unrealized holding gains (losses) on available-for-sale debt securities, net of tax of $ 0 and $ 0

Total other comprehensive income (loss), net of tax

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Shares Amount Shares Amount Shares Amount Shares Amount Additional Paid in Capital Accumulated other comprehensive loss Accumulated deficit Total

Balance at December 31, 2022 173,074,510 $ 8 34,425 $ — 88,893,548 $ 118 1 $ — $ 1,007,625 $ ( 38,898 ) $ ( 670,179 ) $ 298,674

Share-based compensation expense — — — — — — — — 11,250 — — 11,250

Vesting of restricted stock unit awards net of shares withheld to cover tax withholding 1,006,382 — — — — — — — — — — —

Reversal of restricted share forfeited 10,362 — — — — — — — — — — —

Exercise of share options 10,107 — — — — — — — 27 — — 27

Unrealized gain on foreign currency translation — — — — — — — — — 9,906 — 9,906

— — — — — — — — — — ( 208,383 ) ( 208,383 )

Balance at Balance at December 31, 2023 174,101,361 $ 8 34,425 $ — 88,893,548 $ 118 1 $ — $ 1,018,902 $ ( 28,992 ) $ ( 878,562 ) $ 111,474

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Balance at December 31, 2024 266,121,689 $ 12 34,425 $ — 88,893,548 $ 118 1 $ — $ 1,555,593 $ ( 29,174 ) $ ( 1,099,224 ) $ 427,325

Share-based compensation expense — — — — — — — — 14,514 — — 14,514

Vesting of restricted stock unit awards net of shares withheld to cover tax withholding 21,597 — — — — — — — — — — —

Other comprehensive income

— — — — — — — — — 23,818 — 23,818

Net loss — — — — — — — — — — ( 287,528 ) ( 287,528 )

Balance at December 31, 2025

266,143,286 $ 12 34,425 $ — 88,893,548 $ 118 1 $ — $ 1,570,107 $ ( 5,356 ) $ ( 1,386,752 ) $ 178,129

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

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Cash flows from operating activities:

$ ( 220,662 ) $ ( 208,383 )

Net loss $ ( 287,528 ) $ ( 220,662 )

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

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Amortization of intangible assets 1,518 162

Inventory reserves and write-offs 12,279 —

Loss on disposal of property and equipment 14 223

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Changes in operating assets and liabilities

(Increase) decrease in prepaid expenses and other current assets

Increase in prepaid expenses and other current assets

( 4,300 ) ( 33,524 )

Decrease in prepaid expenses and other non-current assets

(Increase) decrease in prepaid expenses and other non-current assets

Increase in inventories, net ( 40,250 ) ( 4,229 )

Increase in accounts receivable, net ( 24,158 ) —

Decrease in long-term deposits — 5

Increase (decrease) in accounts payable

1,590 ( 509 )

Increase in accounts payable

Increase in accrued expenses and other liabilities

Decrease in operating lease liability

Increase (decrease) in operating lease liability

14,645 ( 369 )

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Acquisition of property and equipment ( 19,043 ) ( 22,075 )

( 22,075 ) ( 10,986 )

Acquisition of intangibles assets ( 8,089 ) ( 12,744 )

Investment in marketable securities:

Purchases of marketable securities:

available-for-sale debt securities ( 242,619 ) ( 359,733 )

Proceeds from maturities and redemptions of marketable securities:

available-for-sale debt securities 428,209 —

Net cash provided by (used in) investing activities

158,458 ( 394,552 )

Net cash used in investing activities ( 394,552 ) ( 10,986 )

Cash flows from financing activities:

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Payments of issuance costs related to the liabilities related to future royalties and milestones, net

Net cash provided by (used in) financing activities

Payments of revenue share ( 4,339 ) —

Net cash (used in) provided by financing activities

( 4,339 ) 589,554

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Net decrease in cash, cash equivalents and restricted cash ( 123,170 ) ( 11,530 )

( 11,530 ) ( 142,426 )

Cash, cash equivalents and restricted cash, beginning of period 228,805 240,335

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AUTOLUS THERAPEUTICS PLC

Consolidated Statements of Cash Flows

Consolidated Statements of Cash Flows - Continued

(In thousands)

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Cash paid for income taxes $ 1,968 $ 2,391

$ ( 2,391 ) $ ( 551 )

Unrealized gains on marketable securities:

available-for-sale debt securities

Supplemental non-cash flow information

Property and equipment purchases included in accounts payable or accrued

$ 1,793 $ 433

Property and equipment purchases included in accounts payable or accrued expenses $ 1,162 $ 1,793

Leased assets terminated and obtained in exchange for operating lease liabilities, net $ — $ ( 975 )

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Capitalized implementation costs included in accrued expenses

Issuance costs included in accounts payable and accrued expenses $ — $ 272

Reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets:

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Restricted cash $ 1,503 $ 1,425

$ 1,425 $ 769

Total cash, cash equivalents and restricted cash

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The Company believes its programmed T cell therapies have the potential to be best-in- class and to offer patients substantial benefits over the existing standard of care, including the potential for cure in some patients.

On November 8, 2024 Autolus was notified by the U.S.

Food and Drug Administration (the “FDA”) that its biologics license application (“BLA”) was approved, allowing for the marketing of AUCATZYL (obecabtagene autoleucel, also known as obe-cel) in the US for the treatment of adult patients (18 years and older) with r/r B-ALL.

Obe-cel is under regulatory review in both the European Union (the “EU”) and the United Kingdom (the “U.K.”) for the treatment of r/r B-ALL, with marketing authorization submissions accepted by the European Medicines Agency (“EMA”) in April 2024, and the U.K.

Medicines and Healthcare products Regulatory Agency (“MHRA”) in August 2024.

The Company expects to receive notification of approval status from these authorities in the second half of 2025.

The commercial launch and first sale of AUCAZTYL in the US occurred in January 2025.

On November 8, 2024 Autolus was notified by the United States Food and Drug Administration (the “FDA”) that its biologics license application (“BLA”) was approved, allowing for the marketing of AUCATZYL (obecabtagene autoleucel, also known as obe-cel) in the United States for the treatment of adult patients (18 years and older) with relapsed or refractory B-cell precursor acute lymphoblastic leukemia (“r/r B-ALL”).

The first sale of AUCATZYL in the United States occurred in January 2025.

The United Kingdom Medicines and Healthcare products Regulatory Agency (“MHRA”) granted AUCATZYL conditional marketing authorization in April 2025.

In November 2025, the National Institute for Health and Care Excellence (“NICE”) recommended AUCATZYL for use in the National Health Service (“NHS”) in England and Wales as a treatment option for adult patients (age 26 and older) with r/r B-ALL.

We launched AUCATZYL in the United Kingdom in January 2026, and it is available through routine commissioning by the NHS.

In July 2025, the European Commission granted marketing authorization for AUCATZYL in adult patients (age 26 and older) with r/r B-ALL.

Evaluation of potential pricing and feasibility of market entry opportunities in certain EU countries is ongoing;

however, consequently, the commercial launch in Germany is on hold.

The Company did not generate any EU product revenue of AUCATZYL in 2025 and does not anticipate any EU product revenue in 2026.

Autolus Therapeutics plc is registered in England and Wales.

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The Company’s product candidates currently under development will require significant additional research and development efforts, including preclinical and clinical testing and regulatory approval, prior to commercialization.

Although AUCATZYL has been granted marketing approval in the US by the FDA, the Company will continue to incur significant additional costs to commercialize it.

The Company also expects to incur significant additional costs as it expands its commercialization efforts for AUCATZYL.

These efforts will require significant amounts of capital, as well as additional personnel, infrastructure, and compliance capabilities.

Even if the Company’s product development efforts for obe-cel and its other product candidates are successful, it is uncertain when, if ever, the Company will become profitable.

The Company is a public limited company incorporated under the laws of England and Wales, and qualifies as a “foreign private issuer,” as such term is defined in Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”), and Rule 3b-4 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and, therefore, is not subject to the same requirements that are imposed upon U.S.

domestic issuers by the Securities and Exchange Commission (the “SEC”).

The Company has decided to voluntarily file periodic reports, such as annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K on U.S.

domestic issuer forms, which are more detailed and extensive in certain respects, and which must be filed more promptly than the forms currently required for foreign private issuers.

Although the Company has voluntarily chosen to file periodic reports and current reports on U.S.

domestic issuer forms, the Company will maintain its status as a foreign private issuer and is not subject to certain other requirements imposed on U.S.

domestic issuers including its officers, directors, and principal shareholders are not subject to the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act.

BioNTech Agreements

On February 6, 2024 (the “Execution Date”), the Company concurrently entered into a (i) Securities Purchase Agreement (the “BioNTech Securities Purchase Agreement”), (ii) a Registration Rights Agreement (the “BioNTech Registration Rights Agreement”), (iii) a Letter Agreement (the “BioNTech Letter Agreement”) and (iv) a License and Option Agreement (the “BioNTech License and Option Agreement”), collectively called the “BioNTech Agreements”, with BioNTech.

The BioNTech Agreements were entered into and in contemplation of one another and, accordingly, the Company assessed the accounting for these agreements in the aggregate.

The following descriptions of the BioNTech Agreements do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements.

(i) BioNTech Securities Purchase Agreement

Pursuant to the BioNTech Securities Purchase Agreement the Company sold to BioNTech ADSs, each representing one ordinary share with a nominal value of $ 0.000042 per share, of the Company (the “Ordinary Shares”) in a private placement transaction (the “Private Placement”).

On February 13, 2024, the Company completed the Private Placement of 33,333,333 ADSs (the “Initial ADSs”) , representing 33,333,333 Ordinary Shares at an offering price of $ 6.00 per Initial ADS.

Aggregate net proceeds to the Company, after underwriting discounts and offering expenses, were $ 193.8 million.

AUTOLUS THERAPEUTICS PLC

Notes to Consolidated Financial Statements — Continued

In the event that BioNTech and the Company enter into a Manufacturing and Commercial Services Agreement (as defined below) within 18 months of the initial closing of the Private Placement, BioNTech will purchase additional ADSs (the “Subsequent ADSs” and, together with the Initial ADSs, the “Private Placement ADSs”), not to exceed 15,000,000 ADSs, for an aggregate purchase price of up to $ 20.0 million.

The total number of Subsequent ADSs that may be issued is subject to additional limitations and restrictions.

The BioNTech Securities Purchase Agreement contains customary representations, warranties, and covenants of each of the Company and BioNTech.

(ii) BioNTech Registration Rights Agreement

Pursuant to the BioNTech Registration Rights Agreement the Company agreed to file a registration statement with the SEC to register the resale of the Private Placement ADSs.

(iii) BioNTech Letter Agreement

The BioNTech Letter Agreement provides BioNTech with certain additional rights and subjects BioNTech’s investment in the Company to certain restrictions.

BioNTech received the right to nominate a director to the Company’s board of directors.

If BioNTech acquires beneficial ownership of at least 30 % of the issued and outstanding Ordinary Shares of the Company (including in the form of ADSs) within five years of the Execution Date, BioNTech will have the right to designate an additional director who shall be independent.

BioNTech’s director nomination rights shall automatically terminate upon BioNTech’s ownership of Ordinary Shares dropping below certain specified percentages.

Additionally, BioNTech has the right to purchase equity securities sold by the Company in bona fide financing transactions in amounts that are based on BioNTech maintaining specified ownership thresholds following such financing transactions.

Subject to specified exceptions, BioNTech may not sell the Private Placement ADSs without the Company’s approval for a period of six months following the applicable closing date for such ADSs.

The BioNTech Letter Agreement terminates upon the earlier of (a) the later of (i) February 6, 2027 and (ii) such time as no securities of the Company are held by BioNTech or its affiliates and (b) the consummation of a change of control transaction involving the Company.

(iv) BioNTech License and Option Agreement

License and Options

The Company, through its wholly owned subsidiaries, Autolus Limited and Autolus Holdings (U.K.) Limited, entered into the BioNTech License and Option Agreement with BioNTech pursuant to which the Company granted to BioNTech:

• an exclusive, worldwide, sublicensable license (the “Binder License”) to certain binders and to exploit products that express in vivo such binders (collectively, the “Binder Licensed Products”), and

• several time-limited options (the “Options”) to acquire additional rights to specified clinical-stage product candidates, binders and technologies of the Company, described in more detail below:

◦ an option to obtain exclusive rights to co-fund development costs of the Company’s development-stage programs AUTO1/22 and AUTO6NG (“Product Options”), in return for agreed upon economic terms, including an option exercise fee, milestone payments and a profit-sharing arrangement for each such product candidate, with additional options to co-promote or co-commercialize each such product candidate.

The product option for AUTO1/22 was not exercised and has expired as of February 8, 2025;

◦ an option to obtain an exclusive worldwide license to exploit products that express certain additional binders in vivo or, with respect to certain binders, in an antibody drug conjugate (the “Binder Option”);

◦ an option to obtain a co-exclusive worldwide license to exploit products that express in vivo the Company’s modules for activity enhancement, with a non-exclusive right, in certain agreed instances, to exploit products that include Company’s modules for activity enhancement but do not express in vivo such modules (the “Activity Enhancement Option”);

◦ an option to obtain a non-exclusive worldwide license to exploit products that contain the Company’s safety switches (the “Safety Switch Option” and, together with the Binder Option and the Activity Enhancement Option, the “Technology Options”).

AUTOLUS THERAPEUTICS PLC

Notes to Consolidated Financial Statements — Continued

In consideration for the Binder License and the Technology Options, BioNTech made an initial payment to the Company of $ 10.0 million.

In the event that all Options are fully exercised, the Company would be eligible to receive maximum aggregate payments of up to $ 582.0 million pursuant to the License Agreement.

This maximum amount includes the potential milestone payments for the Binder Licensed Products described below, all option exercise fees and potential milestone payments for licenses to optioned products and technologies, and additional payments that BioNTech may pay to the Company for an increased revenue interest with respect to the Company’s product candidate obe-cel as described below.

The option exercise fee for each Technology Option is a low seven-digit amount.

Each of the Activity Enhancement Option and the Safety Switch Option must be exercised with respect to a given biological target or combination of targets.

There is a cap on the total option exercise fee if multiple options are exercised with respect to a given target.

There is also a cap on milestone payments across all agreements entered into as the result of BioNTech exercising one or more of the Technology Options and a cap on the royalty rate payable on any given product for which multiple Options are exercised.

Obe-cel Product Revenue Interest

Under the License Agreement, BioNTech has also agreed to financially support the expansion of the clinical development program and planned commercialization of obe-cel (through a revenue sharing arrangement) .

In exchange for the grant of rights to future revenues from the sales of obe-cel products, BioNTech made an upfront payment to us of $ 40.0 million.

The Company will pay BioNTech a low single-digit percentage of annual net sales of obe-cel products, including revenues from sales of AUCATZYL, which may be increased up to a mid-single digit percentage in exchange for milestone payments of up to $ 100.0 million in the aggregate on achievement of certain regulatory events for specific new indications upon BioNTech's election.

The Company expects to make initial payments of the revenue interest to BioNTech in 2025.

Manufacturing and Commercial Services Agreement

Under the terms of the BioNTech License and Option Agreement, the Company has agreed to grant BioNTech the option to negotiate a joint manufacturing and commercial services agreement pursuant to which the parties may access and leverage each other’s manufacturing and commercial capabilities, in addition to Autolus’ commercial site network and infrastructure, with respect to certain of each parties’ CAR T products, including BioNTech’s product candidate BNT211 (the “Manufacturing and Commercial Services Agreement” or “MCSA”).

The MCSA, if entered into, would also grant BioNTech access to the Company’s commercial site network and infrastructure.

The Company concluded there were four freestanding financial instruments arising from the execution of the BioNTech Agreements, comprising:

the Initial ADSs representing ordinary shares purchased pursuant to the BioNTech Securities Purchase Agreement;

the potential Subsequent ADSs representing ordinary shares that may be purchased pursuant to the BioNTech Securities Purchase Agreement;

the BioNTech License and Option Agreement, and

The Subsequent ADSs are classified as a forward instrument contingent on the MCSA being executed.

As of December 31, 2024, the MCSA had not been entered into.

The forward instrument has an inconsequential market value as the exercise price approximates the Company’s stock price on the last trading day prior to the signing date of the MCSA.

Consequently, the initial proceeds arising from the purchase of Initial ADSs pursuant to the BioNTech Securities Purchase Agreement will not be separately allocated to this freestanding financial instrument at inception of the BioNTech Agreements.

Furthermore, as the MCSA has yet to be entered into no consideration will be allocated to this freestanding financial instrument at inception of the BioNTech Agreements.

Within the BioNTech License and Option Agreement, there are a number of embedded features which have each been assessed for freestanding financial instrument accounting in accordance with Accounting Standards Codification ( “ ASC ” ) 480 – Distinguishing Liabilities from Equity .

Although these embedded features are separately exercisable, they lack legal detachability and, therefore, the BioNTech License and Option Agreement is accounted for as one freestanding financial instrument.

However, each embedded feature is assessed for derivative accounting in accordance to ASC 815 – Derivative and Hedging (“ASC 815”) .

The Company analyzed how it should account for the host contract (i.e., the BioNTech License and Option Agreement) as the Binder License represents an agreement with customer for goods and services and therefore should be accounted for under ASC 606 – Revenue from Contracts with Customers (“ASC 606”) .

However, as the other embedded features of the BioNTech License and Option Agreement fall under the scope of other topics that specify how to initially measure the contract (i.e., ASC 470 – Debt (“ASC 470”) ), the Company determined that the host contract should not be accounted for and initially measured pursuant to ASC 606.

Furthermore, the Company determined the host contract (the BioNTech License and Option Agreement) met the scope exception of ASC 815-10-15-59(d) and therefore should not be accounted for as a derivative under ASC 815 but instead be accounted for as a debt financial instrument in accordance with ASC 470.

AUTOLUS THERAPEUTICS PLC

Notes to Consolidated Financial Statements — Continued

The four units of accounting were recorded at fair value upon initial recognition and will not be subsequently measured at fair value.

The Company allocated the total gross proceeds arising from the BioNTech Securities Purchase Agreement (i.e., the Initial ADSs representing ordinary shares), and the BioNTech License and Option Agreement among the four units of accounting on a relative fair value basis at the time of the transaction as follows:

Units of Accounting Gross proceeds (in millions)

Initial fair value

(in millions)

Allocated consideration based on relative fair value

(in millions)

Net allocated consideration based on relative fair value after transaction costs*

(in millions)

Initial ADSs, representing ordinary shares

$ 200.0 $ 200.0 $ 200.0 $ 193.8

Subsequent ADSs, representing ordinary shares

$ — $ — $ — $ —

BioNTech License and Option Agreement

$ 50.0 $ 50.0 $ 50.0 $ 47.9

Liabilities related to future royalties and milestones, net ( Obe-cel Product Revenue Interest )

$ 40.0 $ 40.0 $ 40.0 $ 38.3

License Revenue (Binder License)

$ 10.0 $ 10.0 $ 10.0 $ 9.6

$ — $ — $ — $ —

Total $ 250.0 $ 250.0 $ 250.0 $ 241.7

* In addition, the total shared transaction costs of $ 8.3 million, relating to the BioNTech Agreements have been allocated to the four units of accounting on a relative fair value basis.

The Company has decided to voluntarily file periodic reports, such as annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K on United States domestic issuer forms, which are more detailed and extensive in certain respects, and which must be filed more promptly than the forms currently required for foreign private issuers.

Although the Company has voluntarily chosen to file periodic reports and current reports on United States domestic issuer forms, the Company will maintain its status as a foreign private issuer and is not subject to certain other requirements imposed on United States domestic issuers including its officers, directors, and principal shareholders are not subject to the short-swing profit disclosure and recovery provisions contained in Section 16 of the Exchange Act.

Summary of Significant Accounting Policies

Basis of Presentation

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

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

GAAP”) and are presented in U.S.

All intercompany accounts and transactions between the Autolus Therapeutics plc and its subsidiaries have been eliminated upon consolidation.

AUTOLUS THERAPEUTICS PLC

Notes to Consolidated Financial Statements — Continued

Going Concern

In accordance with Accounting Standards Codification (“ASC”) 205-40, Going Concern, the Company has evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date the consolidated financial statements are issued.

In accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 205-40, Going Concern, the Company has evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date the consolidated financial statements are issued.

Management considers that there are no conditions or events, in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for a period of at least one year from the date the consolidated financial statements are issued.

The Company has incurred losses o f $ 220.7 million and $ 208.4 million for the years ended December 31, 2024 and 2023, respectively.

The Company has incurred losses of $ 287.5 million and $ 220.7 million for the years ended December 31, 2025 and 2024, respectively.

As of December 31, 2025, the Company had an accumulated deficit of $ 1,386.8 million.

The Company has funded its operations to date primarily with proceeds from the sale of its equity securities, including ADSs, licensing and collaboration arrangements and strategic financing.

The Company has funded its operations to date primarily with proceeds from the sale of its equity securities, including ADSs, licensing and collaboration arrangements, strategic financing and sale of commercial product.

As the Company continues to incur losses, the transition to profitability is dependent upon the successful development, approval and commercialization of its product candidates and achieving a level of revenues adequate to support its cost structure.

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Use of Estimates

The preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of income and expenses during the reporting periods.

Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, the accrual for research and development expenses, share-based compensation including assessing the probability of meeting performance conditions, income taxes, initial fair value of warrants, and present value of liabilities related to future royalties and milestones, net including the related interest expense and cumulative catch-up adjustment, lease term of the Company’s manufacturing facility (“The Nucleus ” ), incremental borrowing rates related to the Company ’ s leased properties and allocation of transaction price using the relative standalone selling price.

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

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

Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, the accrual for research and development expenses, income taxes, initial fair value of warrants, and present value of liabilities related to future royalties and milestones, net including the related interest expense and cumulative catch-up adjustment, incremental borrowing rates related to the Company’s leased properties, allocation of transaction price using the relative standalone selling price relating to license revenue and the estimated expected rebate and chargeback percentage for revenue deductions related to product revenue, net.

Estimates are periodically reviewed in light of changes in circumstances, facts and experience.

Actual results could differ from those estimates.

AUTOLUS THERAPEUTICS PLC

Notes to Consolidated Financial Statements — Continued

Segment Information

The Company’s chief operating decision maker (the “CODM”), its Chief Executive Officer and Executive Team members, manages the Company’s operations on an integrated basis for the purpose of appropriately allocating resources.

The Company’s Executive Committee, which includes its Chief Executive Officer, is its chief operating decision maker (the “CODM”).

The CODM manages the Company’s operations on an integrated basis for the purpose of appropriately allocating resources.

When evaluating the Company’s financial performance, the CODM reviews total revenue, total expenses and expenses by function and makes decisions using this information on a global basis.

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Translation adjustments are not included in determining net income (loss) but are included in foreign currency translation to other comprehensive loss, a component of shareholders’ equity.

The Company recorded a foreign exchange loss of $ 1.0 million and a foreign exchange gain of $ 2.6 million for the years ended December 31, 2024 and 2023, respectively, which are included in foreign exchange (losses) gains in the consolidated statements of operations and comprehensive loss.

The Company recorded a foreign exchange gain of $ 2.2 million and a foreign exchange loss of $ 1.0 million for the years ended December 31, 2025 and 2024, respectively, which are included in foreign exchange gains (losses), net in the consolidated statements of operations and comprehensive loss.

Fair Value Measurements

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• Level 1 — Quoted prices in active markets for identical assets or liabilities.

• Level 2 — Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

AUTOLUS THERAPEUTICS PLC

Notes to Consolidated Financial Statements — Continued

• Level 2 — Inputs other than quoted prices included within Level 1 such as quoted prices for similar assets or liabilities in active markets, either directly or indirectly.

• Level 3 — Unobservable inputs that reflect the Company’s own assumptions about the assumptions market participants would use in pricing the asset or liability.

The carrying amounts reported in the consolidated balance sheet for cash and cash equivalents, restricted cash, prepaid expenses and other assets, accounts payable and accrued expenses and other liabilities approximate their fair value because of the short-term nature of these instruments.

The Company’s policy is to recognize transfers between levels of the fair value hierarchy at the end of the reporting period.

There were no transfers between Levels 1, 2, or 3 during the period.

Cash and cash equivalents

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Cash and cash equivalents comprise cash balances, money market funds, commercial paper, U.K.

government gilt, debt securities issued by foreign government and US treasury bills.

Cash equivalents are primarily accessible on demand and have a weighted average maturity date of less than three months.

government securities and US treasury bills.

Restricted Cash

The Company's restricted cash consists of cash providing security for corporate credit cards, rental deposits relating to the sub-lease of facilities to third parties and cash deposited with a financial institution for the incorporation of the Company's newly incorporated Swiss subsidiary.

Marketable securities:

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The Company classifies available-for-sale debt securities as current or non-current based on management’s intentions.

AUTOLUS THERAPEUTICS PLC

Notes to Consolidated Financial Statements — Continued

The Company evaluates securities for impairment at the end of each reporting period.

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The Company capitalizes material costs, labor and applicable overheads that are incurred in the production of its commercial product.

Inventory is recognized as cost of goods sold upon the transfer of control of the product, which occurs when the product has been fully administered to the patient.

Inventory that can be used for either clinical, research or commercial purposes is classified initially as inventory.

Inventory that is subsequently used in clinical trials or research activities is expensed once it has been used for research and development purposes.

Inventory that is used in clinical trials or research activities is expensed and recorded in research and development expenses, net.

On November 8, 2024, the Company received FDA approval for AUCATZYL and commenced capitalization of inventory from this date.

There is no pre-launch inventory recognized on the balance sheet as of December 31, 2024.

Inventories are measured at the lower of cost or net realizable value, with cost determined using weighted average method for different components of inventory.

There was no pre-launch inventory recognized on the balance sheet as of December 31, 2025 and 2024.

Inventories are measured at the lower of cost or net realizable value.

Inventory cost is determined based on weighted average costs incurred, which include direct materials, direct labor, and applicable overhead.

The Company reviews the recoverability of inventory at each reporting period to determine any changes to net realizable value arising from excess, slow-moving or obsolete inventory.

If net realizable value is lower than cost, the inventory will be written down to net realizable value and an impairment charge will be recognized in cost of sales.

AUTOLUS THERAPEUTICS PLC

Notes to Consolidated Financial Statements — Continued

Consumables consist of materials used primarily in the quality acceptance testing of AUCATZYL and cleaning of the Company’s commercial manufacturing facility and research and development facilities.

Raw materials inventory consists of completed materials purchased directly from third party suppliers.

Work in progress inventory consists of materials manufactured either by the Company or at contract manufacturing organizations that are either partially manufactured or fully manufactured but are pending quality acceptance release.

Finished goods are completed and quality approved drug products.

Accounts receivable

Accounts receivable are recorded at the invoiced amount and do not bear interest.

Amounts collected on accounts receivable are included in net cash used by operating activities in the consolidated statements of cash flows.

Accounts receivable are recorded within prepaid expenses and other current assets on the balance sheet.

Accounts receivable are presented net of an allowance for expected credit losses in accordance with ASC 326.In accordance with ASC 326‑20‑30‑1, the Company estimates and records an allowance for expected credit losses that reflects lifetime expected credit losses on accounts receivable.

The allowance is measured using relevant information about past events, including historical loss experience, current economic conditions, and reasonable and supportable forecasts that affect the collectability of the receivable portfolio.

The Company evaluates the adequacy of the allowance at each reporting date.

Adjustments to the allowance for expected credit losses are recognised in earnings.

Amounts collected on accounts receivable are included in net cash used in operating activities in the consolidated statements of cash flows.

The Company determined the allowance for expected credit losses are immaterial.

Property and Equipment, net

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Impairment of Long-Lived Assets

The Company evaluates an asset for potential impairment when events or changes in circumstances indicate the carrying value of the asset may not be recoverable.

The Company evaluates an asset for potential impairment when events or changes in circumstances indicate the carrying amount of the asset may not be recoverable.

Recoverability is measured by comparing the carrying value of the asset to the expected future net undiscounted cash flows that the asset is expected to generate.

If such asset is considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying value of the asset exceeds the fair value.

AUTOLUS THERAPEUTICS PLC

Notes to Consolidated Financial Statements — Continued

Milestone payments made to third parties either on or subsequent to regulatory approval are capitalized as an intangible asset and amortized over the remaining useful life of the product.

During the year ended December 31, 2024 the Company recognized a license milestone payment $ 12.5 million as an intangible asset due to the technology having alternative future use in research and development projects at the time of the payment.

The minimum annual royalties have been expensed as incurred.

The related minimum annual royalties have been expensed as incurred.

Implementation Costs in a Cloud Computing Arrangement

The Company’s cloud computing arrangements primarily comprise hosting arrangements which are service contracts, whereby the Company gains remote access to use enterprise software hosted by the vendor or another third party on an as-needed basis for a period of time in exchange for a subscription fee.

Implementation costs for cloud computing arrangements are capitalized if certain criteria are met and consist of internal and external costs directly attributable to developing and configuring cloud computing software for its intended use.

These capitalized implementation costs are presented in the consolidated balance sheet in prepaid expenses and other assets, current and non-current, and are generally amortized over the fixed, non-cancellable term of the associated hosting arrangement on a straight-line basis.

The Company’s cloud computing arrangements are accounted for as service contracts, as the Company does not have control of the underlying software.

These hosting arrangements provide access to software applications over the contractual term in exchange for subscription fees.

AUTOLUS THERAPEUTICS PLC

Notes to Consolidated Financial Statements — Continued

Implementation costs incurred in connection with cloud computing arrangements are accounted for in accordance with the guidance for internal‑use software.

Costs incurred during the preliminary project stage, including activities such as evaluating alternatives and determining system requirements, are expensed as incurred.

Costs incurred during the application‑development stage are capitalized when they are directly attributable to configuring, coding, integrating, or otherwise preparing the hosted software for its intended use.

Post‑implementation and operation‑stage costs, including training, maintenance and data conversion activities, are expensed as incurred unless they represent enhancements that meet the capitalization criteria.

Capitalized implementation costs are recorded in the same consolidated balance sheet line items as the related hosting arrangement fees, generally within prepaid expenses and other current assets or other non‑current assets, depending on the timing of the associated service period.

These costs are amortized on a straight‑line basis over the term of the hosting arrangement, which includes the non‑cancellable period of the contract and any renewal periods the Company is reasonably certain to exercise, consistent with the period over which the related services are expected to be consumed.

Amortization of capitalized implementation costs is presented in the same consolidated statement of operations as the related hosting arrangement fees.

Capitalized implementation costs are evaluated for impairment in accordance with the guidance for long‑lived assets whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present.

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As a result, the Company utilizes its incremental borrowing rates, which are the rates incurred to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment.

In accordance with the guidance in Topic 842, Leases (“ASC 842”), components of a lease should be split into three categories:

In accordance with the guidance in ASC Topic 842, Leases (“ASC 842”), components of a lease should be split into categories:

lease components (e.g., land, building, etc.) and non-lease components (e.g., common area maintenance, consumables, etc.).

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Similarly, the BioNTech Liability is measured based on the Company's current estimates of the timing and amount of expected future royalty expected to be paid over the estimated term of the agreement.

Milestone payments (“BioNTech Milestone Payments”) pursuant to the BioNTech License and Option Agreement are payable upon BioNTech's election, and therefore have not been included in the determination of the effective interest rate or in the measurement of the liability.

Milestone payments pursuant to the BioNTech License and Option Agreement are payable upon BioNTech's election, and therefore have not been included in the determination of the effective interest rate or in the measurement of the liability.

The liabilities are amortized using the effective interest rate, resulting in recognition of interest expense over the estimated term of the agreement.

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If there are changes to the estimates, the Company recognize the impact to the liability’s amortization schedule and the related interest expense using the catch-up method.

The imputed rate of interest on the unamortized portion of the Blackstone Collaboration Agreement Liability was approximately 15.80 % as of December 31, 2024 and 2023, respectively.

The imputed rate of interest on the unamortized portion of the BioNTech Liability was approximately 28.70 % as of February 6, 2024, the execution date of the BioNTech Agreements and December 31, 2024 respectively.

The imputed rates of interest on the unamortized portion of the Blackstone Collaboration Agreement Liability and the BioNTech Liability was approximately 15.80 % and 28.70 % as of December 31, 2025 and 2024, respectively.

The Company's estimate of the probability, timing and amount of expected future royalties and milestones to be paid by the Company, considers significant unobservable inputs.

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The Company will recognize the relevant portion of royalties or sales milestones due to Blackstone and BioNTech upon the commercialization of AUCATZYL or other products as a decrease to the applicable liabilities, with a corresponding reduction in cash.

Product revenue, net

Product revenue

As of December 31, 2025, the Company's product revenue has solely been comprised of sales of AUCATZYL in the U.S.

The Company uses Cardinal Health 105, LLC (“Cardinal Health”) as an agent to deliver the Company's product, AUCATZYL, to Authorized Treatment Centers (“ATCs”).

The ATCs are responsible for the treatment of the patient including infusion of the product which occurs in two separate doses.

Cardinal Health is obligated to pay the Company for the product upon the delivery and acceptance of the product at the ATC within standard payment terms.

The ATC is obligated to pay Cardinal Health for the product upon receipt and acceptance of the product and is entitled to a credit, in certain circumstances, including when the patient is not administered one or both doses.

AUTOLUS THERAPEUTICS PLC

Notes to Consolidated Financial Statements — Continued

The Company accounts for product revenues pursuant to the provisions of ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”).

Under ASC 606, the Company recognizes revenue when the customer obtains control of promised goods or services, in an amount that reflects the consideration that the entity expects to receive in exchange for those goods or services.

To determine revenue recognition for arrangements that the Company determines are within the scope of ASC 606, the Company performs the following five steps:

(i) identify the contract(s) with a customer;

(ii) identify the performance obligations in the contract;

(iii) determine the transaction price, including variable consideration, if any;

(iv) allocate the transaction price to the performance obligations in the contract;

and (v) recognize revenue when (or as) the entity satisfies a performance obligation.

The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration to which it is entitled in exchange for the goods or services it transfers to the customer.

The Company has determined that the patient is the customer in the arrangement pursuant to ASC 606.

The Company has identified a single performance obligation, which is satisfied when the patient has received its second (final) dose of the product, and it records an accounts receivable on the balance sheet when product sales are invoiced and the final dose of the product has been administered to the patient.

Gross-to-net deductions

Product revenue, net of gross-to-net deductions, is recognized only to the extent that a significant reversal in the amount of cumulative revenue recognized is not probable of occurring when the uncertainty associated with gross-to-net deductions is subsequently resolved.

Product revenue is recognized net of estimated rebates and chargebacks, patient travel assistance and patient co-pay assistance deductions.

These deductions to product revenue are referred to as gross-to-net deductions and are estimated and recorded in the period in which the related product revenue occurs.

Rebates and chargeback s

Rebates and chargebacks are based on contractual arrangements or statutory requirements and include amounts due to payors and healthcare providers under various programs.

These amounts may vary by payor and individual plans.

Providers qualified under certain programs can purchase the Company's products through the Company's third-party logistics partner at a discount.

The Company's third-party logistics partner then charge the discount back to the Company.

Rebates and chargebacks are estimated primarily based on product sales, including pricing, historical and estimated payor mix, setting of care and discount rates, among other inputs, which require significant estimates and judgment.

The Company assesses and updates its estimates each reporting period to reflect actual claims and other current information.

The chargebacks the Company participates in for covered entities under the 340B Program, the Department of Defense ("DoD"), and the Department of Veteran Affairs ("VA"), whereby pricing on products is extended below list price to participating entities.

These entities purchase products at the lower program price then charge the Company the difference between their acquisition cost and the lower program price.

The price differential is accrued for as part of the gross to net liabilities and will be reflected as a reduction to accounts receivable, net when actual chargeback is processed and applied.

The rebates the Company participates in are state government Medicaid programs and the TriCare program.

All discounts and rebates provided through these programs are included in the Company's Medicaid and TriCare rebate accrual.

The estimated amount of unpaid or unbilled rebates are recognized and presented as a liability.

Patient Assistance Programs

The Company may provide co-pay or other financial assistance to patients, such as travel and lodging reimbursement, which are treated as consideration payable to a customer and a recorded as a reduction to product sales based on an estimate of the amounts to be paid at the time revenue is recognized.

License Revenue

The Company accounts for its revenues pursuant to the provisions of ASC Topic 606, Revenue from Contracts with Customers (“ASC Topic 606”).

The Company has no products approved for commercial sale and have not generated any revenue from commercial product sales.

The revenue to date has been generated principally from out-licensing agreements with a small number of the Company's customers.

The Company accounts for its revenues pursuant to the provisions of ASC 606.

The Company entered into various license agreements which included non-refundable upfront license fees, options for future commercial licenses, payments based upon achievement of clinical development and regulatory objectives, payments based upon achievement of certain levels of product sales, and royalties on licensed product sales .

In determining the appropriate amount of revenue to be recognized as the Company fulfills its obligations under its agreements, the Company performs the following steps:

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Contingent Research Milestone Payments

ASC Topic 606 constrains the amount of variable consideration included in the transaction price in that either all, or a portion, of an amount of variable consideration should be included in the transaction price.

ASC 606 constrains the amount of variable consideration included in the transaction price in that either all, or a portion, of an amount of variable consideration should be included in the transaction price.

The variable consideration amount should be included only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved.

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Cost of sales

Cost of sales represents production costs including raw materials, employee-related expenses, including salaries, related benefits, travel and share-based compensation expense for employees engaged in commercial manufacturing functions, external manufacturing costs including outsourced professional expenses services, allocated facilities costs, depreciation and other expenses, and other costs incurred in bringing inventories to their location and condition prior to sale.

Cost of sales represents production costs including raw materials, employee-related expenses, including salaries, related benefits, travel and share-based compensation expense for employees engaged in commercial manufacturing functions, external manufacturing costs including outsourced professional expenses services, allocated facilities costs, depreciation and other expenses, royalties payable to third-parties and other costs incurred in bringing inventories to their location and condition prior to sale.

Cost of sales also includes the cost of all commercial product which is recognized as cost of good sold upon recognition of revenue, any cancelled orders, and product related to the patient access program.

Cost of sales may also include costs related to excess or obsolete inventory adjustment charges and amortization expense of intangible assets

Cost of sales for a newly launched product does not include the full cost of manufacturing until the initial pre-launch raw materials inventory is depleted.

Thus, the cost of sales as a percentage of net sales of AUCATZYL for the year ended December 31, 2025 was affected by use of the initial pre-launch raw materials inventory, which was previously expensed as research and development expense, and is referred to as zero cost inventories.

The Company estimates cost of sales as a percentage of net product revenue and will continue to be positively impacted as the Company sell products which includes some raw material inventory that was previously expensed prior to the FDA approval.

Research and Development Costs

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research and development tax credits generated are needed to offset a corporate income tax liability in the U.K., that portion would be recorded as a benefit within the income tax provision and any refundable portion not dependent on taxable income would continue to be recorded as a reduction of research and development expenses.

The Company expenses patent prosecution and related legal costs as they are incurred and classifies such costs as general and administrative expenses in the accompanying statements of operations and comprehensive loss.

The Company expenses patent prosecution and related legal costs as they are incurred and classifies such costs as selling, general and administrative expenses in the accompanying statements of operations and comprehensive loss.

Interest Income

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The Company has elected to account for forfeitures of stock options when they occur by reversing share-based compensation expense previously recognized, in the period the award is forfeited, for an award that is forfeited before completion of the requisite service period.

The fair value of each share option grant is estimated on the date of grant using the Black-Scholes option pricing model.

See Note 15, “ Share-Based Compensation ” , for the Company’s assumptions used in connection with share option grants made during the periods covered by these consolidated financial s tatements.

Assumptions used in the option pricing model include the following:

AUTOLUS THERAPEUTICS PLC

Notes to Consolidated Financial Statements — Continued

The fair value of each share option grant is estimated on the date of grant using the Black-Scholes option pricing model.

Refer to Note 15, “ Share-Based Compensation ” , for the Company’s assumptions used in connection with share option grants made during the periods covered by these consolidated financial s tatements.

Assumptions used in the option pricing model include the following:

• Expected volatility.

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• Fair value of ordinary shares.

The fair market value of the Company’s ADSs underlying the share option is equal to the closing price of the ADSs on the Nasdaq Global Select Market on the date the grant is approved by the Compensation Committee or a delegate of the Compensation Committee.

The fair market value of the Company’s ADSs underlying the share option is equal to the closing price of the ADSs on the Nasdaq Global Select Market on the previous trading date the grant is approved by the Compensation Committee or a delegate of the Compensation Committee.

The Company accounts for income taxes under the asset and liability method which includes the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the Company’s financial statements.

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The Company is subject to income taxes in the United Kingdom, the United States, Germany and Switzerland.

The calculation of the Company’s tax provision involves the application of tax law in multiple jurisdictions and requires judgement and estimates.

The calculation of the Company’s tax provision involves the application of tax law in multiple jurisdictions and requires judgment and estimates.

The Company evaluates the realizability of its deferred tax assets at each reporting date, and establishes a valuation allowance when it is more likely than not that all or a portion of its deferred tax assets will not be realized.

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The amount that can be offset each year is limited to £5.0 million plus an incremental 50% of United Kingdom taxable profits.

Comprehensive Loss

The Company follows the provisions of the Financial Accounting Standards Board (“FASB”) ASC Topic 220, Comprehensive Income , which establishes standards for the reporting and display of comprehensive income and its components.

Comprehensive gain or loss is defined to include all changes in equity during a period except those resulting from investments by owners and distributions to owners.

In the event the Company generate revenues in the future, the Company may benefit from the United Kingdom “patent box” regime that allows profits attributable to revenues from patents or patented products to be taxed at an effective rate of 10%.

AUTOLUS THERAPEUTICS PLC

Notes to Consolidated Financial Statements — Continued

Comprehensive Loss

The Company follows the provisions of ASC Topic 220, Comprehensive Income , which establishes standards for the reporting and display of comprehensive income and its components.

Comprehensive gain or loss is defined to include all changes in equity during a period except those resulting from investments by owners and distributions to owners.

Net Loss per Share

Basic and diluted net loss per ordinary share is determined by dividing net loss by the weighted average number of ordinary shares outstanding during the period.

For all periods presented, the outstanding but unvested restricted shares, unvested restricted stock units (“RSU”), share options and warrants have been excluded from the calculation, due to their effects being anti-dilutive in nature.

Therefore, the weighted average shares outstanding used to calculate both basic and diluted loss per share are the same for each period presented.

Basic net loss per ordinary share is calculated by dividing net loss attributable to ordinary shareholders by the weighted‑average number of ordinary shares outstanding during the period.

Diluted net loss per share reflects the potential dilution that would occur if securities or other contracts to issue ordinary shares were exercised, vested, or converted.

Potential common shares include unvested restricted shares, unvested restricted stock units (“RSU”), share options, warrants, and other share‑based awards.

As the Company incurred a net loss for all periods presented, the effect of all potential common shares was anti‑dilutive.

Accordingly, such securities were excluded from the computation of diluted net loss per ordinary share, and the weighted‑average number of ordinary shares used to compute basic and diluted net loss per share was the same for each period presented..

Refer to Note 16, “Net Loss Per Share”.

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Recently Issued Accounting Pronouncements

In December 2025, the FASB issued ASU 2025-12, Codification Improvements that represent changes to the Codification that (1) clarify, (2) correct errors, or (3) make minor improvements.

The amendments make the Codification easier to understand and apply.

The ASU is effective for all entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods.

The Company is currently assessing the effect of this ASU on its consolidated financial statements and related disclosures.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270):

Narrow-Scope Improvements to clarify interim disclosure requirements and the applicability of Topic 270, Interim Reporting .

The ASU is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027, for public business entities and for interim reporting periods within annual reporting periods beginning after December 15, 2028, for entities other than public business entities.

The Company is currently assessing the effect of this ASU on its consolidated financial statements and related disclosures.

In September 2025, the FASB issued ASU 2025-06— Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software to remove all references to prescriptive and sequential software development stages (referred to as “project stages”) throughout Subtopic 350-40.

The ASU is effective for all entities for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods.

Early adoption is permitted as of the beginning of an annual reporting period.

The Company is currently assessing the effect of this ASU on its consolidated financial statements and related disclosures.

In July 2025, the FASB issued ASU 2025-05— Financial Instruments—Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets to provide all entities with a practical expedient and entities other than public business entities with an accounting policy election when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under Topic 606.

The ASU is effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods.

Early adoption is permitted in both interim and annual reporting periods in which financial statements have not yet been issued or made available for issuance.

The adoption of ASU 2025-05 is not expected to have a material effect on the Company's consolidated financial statements and related disclosures.

AUTOLUS THERAPEUTICS PLC

Notes to Consolidated Financial Statements — Continued

In January 2025, the FASB issued ASU 2025-01— Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

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If an entity adopts the amendments in an interim period, it must adopt them as of the beginning of the fiscal year that includes that interim period.

The Company is currently assessing the effect of this ASU on its consolidated financial statements and related disclosures.

The adoption of the ASU 2024-02 has not had a material effect on the Company's consolidated financial statements and related disclosures.

In March 2024, the FASB issued ASU 2024-01— Compensation—Stock Compensation (Topic 718):

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If an entity adopts the amendments in an interim period, it should adopt them as of the beginning of the annual period that includes that interim period.

The Company does not expect the adoption of ASU 2024-01 to have a material effect on its financial statements and related disclosures.

The adoption of the ASU 2024-01 has not had a material effect on the Company's consolidated financial statements and related disclosures..

In December 2023, the FASB issued ASU 2023-09— Improvements to Income Tax Disclosures .

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This guidance is effective for the Company for the year beginning January 1, 2025, with early adoption permitted.

The Company intends to adopt the guidance in the fiscal year beginning January 1, 2025.

The Company does not expect the adoption of ASU 2023-09 to have a material effect on its financial statements and related disclosures.

The Company adopted the guidance in its Annual Report on Form 10-K for the year ended December 31, 2025 and additional disclosures have been included in Note 18.

In December 2025, the FASB issued ASU 2025-10— Government Grants (Topic 832):

Accounting for Government Grants Received by Business Entities (ASU 2025-10) , which establishes authoritative guidance on the recognition, measurement, presentation, and disclosure of government grants.

Under ASU 2025-10, government grants are recognized when it is probable that the entity will both comply with the conditions of the grant and the grant will be received.

The ASU provides specific accounting models for grants related to assets and grants related to income, including options to recognize government grants as deferred income or as a reduction of the asset’s cost basis.

The ASU also requires enhanced disclosures regarding the nature of government grants, significant terms and conditions, accounting policies applied, and amounts recognized in the financial statements.

ASU 2025-10 is effective for fiscal years beginning after December 15, 2028, including interim periods within those fiscal years, with early adoption permitted.

The Company is currently evaluating the impact of adopting ASU 2025-10 on its consolidated financial statements and related disclosures.

In December 2025, the FASB issued ASU 2025-11— Interim Reporting (Topic 270):

Narrow-Scope Improvements (ASU 2025-11) , 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 reporting 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.

The Company is currently evaluating the impact of adopting ASU 2025-11 on its consolidated financial statements and related disclosures.

AUTOLUS THERAPEUTICS PLC

Notes to Consolidated Financial Statements — Continued

In November 2023, the FASB issued Accounting Standards Update (ASU) 2023-07, Segment Reporting:

Improvements to Reportable Segment Disclosures.

This ASU modified the disclosure and presentation requirements primarily through enhanced disclosures of significant segment expenses and clarified that single reportable segment entities must apply Topic 280 in its entirety.

The amendments should be applied retrospectively to all prior periods presented in the financial statement.

The Company adopted the guidance in its Annual Report on Form 10-K for the year ended December 31, 2024 and additional disclosures have been included in Note 22.

Product revenue, net

On November 8, 2024 the Company was notified by the FDA that the Company’s BLA was approved, allowing for the marketing of AUCATZYL in the US for the treatment of adult patients with r/r B-ALL.

The Company has not recognized product revenue during the year ended December 31, 2024.

On November 8, 2024 the Company was notified by the FDA that the Company’s Biologics License Application was approved, allowing for the marketing of AUCATZYL in the US for the treatment of adult patients with r/r B-ALL.

The first sale of AUCATZYL in the United States occurred in January 2025.

Product revenue, net recognized after estimated deductions for rebates and chargebacks for the year ended December 31, 2025, and 2024, respectively, is presented in the table below by geographical location (in thousands):

Year Ended December 31,

Product Revenue, Net

United States $ 74,318 $ —

Total Product Revenue, Net $ 74,318 $ —

Accounts receivable, net

A ccounts receivable, net as of December 31, 2025 and 202 4 was $ 24.0 million and less than $ 0.1 million, respectively .

An allowance for lifetime expected credit losses on accounts receivable is measured using historical credit loss experience, conditions at the end of each reporting period, and reasonable and supportable forecasts that affect collectability.

Expected credit losses as of December 31, 2025 and 2024, based on the Company's third-party agreements are immaterial.

Accruals for rebates and chargebacks

Current accruals for rebates and chargebacks as of December 31, 2025 were as follows (in thousands):

As of December 31, 2024 $ — $ — $ —

Rebate and chargeback related to product revenue recognized in the period 4,911 2,671 7,582

Payments made and credits issued ( 1,255 ) ( 1,336 ) ( 2,591 )

As of December 31, 2025

$ 3,656 $ 1,335 $ 4,991

License revenue

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License Revenue

United Kingdom $ — $ 346

United States 1,020 —

Total License Revenue $ 1,070 $ 10,120

Major customers

The Company recognized license revenue of $ 1.1 million during the year ended December 31, 2025, primarily from Moderna.

During the year ended December 31, 2024, all of the Company’s license revenues were generated from BioNTech.

License and Option Agreement with BioNTech

See Note 1 for a description of the BioNTech License and Option Agreement, under which the Company recognized revenue during the year ended December 31, 2024 .

On February 6, 2024, the Company concurrently entered into a (i) Securities Purchase Agreement (the “BioNTech Securities Purchase Agreement”), (ii) Registration Rights Agreement, (iii) Letter Agreement and (iv) License and Option Agreement (the “BioNTech License and Option Agreement”), collectively called the “BioNTech Agreements”, with BioNTech.

AUTOLUS THERAPEUTICS PLC

Notes to Consolidated Financial Statements — Continued

Refer to Note 12 for a description of the BioNTech License and Option Agreement, under which the Company recognized revenue during the year ended December 31, 2025 .

For further details on the terms and accounting treatment considerations for the BioNTech Agreement, refer to following notes to these consolidated financial statements:

• Note 1, “Nature of the Business”

• Note 2, “Summary of Significant Accounting Policies”

• Note 12, “Liabilities Related to Future Royalties and Milestones, Net”

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As the BioNTech License and Option Agreement has been accounted for as one freestanding financial instrument with various embedded features, including the Binder License and related transfer of know-how, Technology Options, and Product Options, the Company is required to consider if the embedded features are required to be bifurcated from the host contract and therefore accounted for as a separate derivative.

The Company concluded the Binder License and related transfer of know-how, Technology Options, and Product Options meet the scope exception set out in ASC 815-10-15-59(d) and therefore not accounted for as derivatives under ASC 815.

Binder License

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The Company recognized total license revenue of $ 10.1 million (net of foreign exchange differences), related to the BioNTech License and Option Agreement during the year ended December 31, 2024.

AUTOLUS THERAPEUTICS PLC

Notes to Consolidated Financial Statements — Continued

No license revenue was recognized during the year ended December 31, 2025

The Company is eligible to receive milestone payments of up to $ 32.0 million in the aggregate upon the achievement of specified clinical development and regulatory milestones for each Binder Licensed Product that achieves such milestones.

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Milestone payments and royalty payments are regarded as variable consideration and will be evaluated under the most likely amount method.

Milestone payments and royalty payments were not included in the transaction price, as these amounts were fully constrained as of December 31, 2024.

Milestone payments and royalty payments were not included in the transaction price, as these amounts were fully constrained as of December 31, 2025 and 2024.

Technology Options

The Company applied ASC 606, considering particularly the accounting guidance related to any options granted to customers to purchase additional goods or services at a future date as this could provide a material right to the customer.

As the Binder Option and the Activity Enhancement Option, referred to as the “Technology Options”, are outside the scope of ASC 815, the Company considered other relevant accounting guidance to apply to this component of the BioNTech License and Option Agreement.

The Company therefore applied ASC 606, considering particularly the accounting guidance related to any options granted to customers to purchase additional goods or services at a future date as this could provide a material right to the customer.

A material right is a promise embedded in a current contract that should be accounted for as a separate performance obligation.

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The Technology Option exercise fee equates to the standalone selling price of the technologies underlying each option and consequently, the transaction price of $ 10.0 million was not allocated to the Technology Options ’ performance obligation.

No Technology Options were exercised during the year ended December 31, 2024.

No Technology Options were exercised during the year ended December 31, 2025 and 2024.

Product Options

As the Product Options are precluded from being accounted for under ASC 815 due to the scope exception, management considered the terms of the Product Options and concluded that they should be accounted for as a gain contingency under the scope of ASC 450 - Contingencies (“ASC 450”).

The Product Options, unlike the Technology Options, are 1) still subject to negotiation as to the specific activities to be performed by each party, which will be determined and agreed before the Product Options can be exercised, and 2) have not been exercised upon signature of the BioNTech License and Option Agreement.

As a result, Product Options are not accounted for under to ASC 606, and no recognition is required under ASC 450, until the Product Options are exercised.

No Product Options were exercised during the year ended December 31, 2024.

Research, Option and License Agreement with Cabaletta

On January 9, 2023, the Company entered into an Option and License Agreement (the “Cabaletta Agreement”) with Cabaletta Bio Inc.

(“Cabaletta”), pursuant to which the Company granted to Cabaletta a non-exclusive license to research, develop, manufacture, have manufactured, use, and commercialize products incorporating the Company's safety switch technology (the “RQR8 technology”).

Upon the execution of the Cabaletta Agreement, the Company made available the RQR8 licensed know-how to Cabaletta for a non-refundable license fee of $ 1.2 million.

The Company has no further material performance obligations related to the Cabaletta Agreement.

The Company further granted to Cabaletta the option to expand the rights and licenses granted under the Cabaletta Agreement to include the research, development, manufacture, use, or commercialization of licensed products up to a predetermined number of target options upon payment of an option exercise fee.

The Company identified the following material promises relating to the granting of a non-exclusive license for research, development, manufacturing and commercialization activities as well as the initial transfer of know-how and information to Cabaletta.

The Company determined the option exercise fee is not offered at a significant and incremental discount.

Accordingly, the option granted to Cabaletta does not represent a material right and, therefore, is not a performance obligation at the outset of the arrangement.

The Company determined that the granting of the research license and the initial transfer of know-how were not distinct from one another and must be combined as a performance obligation, as Cabaletta requires the know-how to derive benefit from the license.

Based on these determinations, the Company identified one distinct performance obligation at the inception of the contract.

The Company further determined that the license fee payable constituted the entirety of the consideration included in the transaction price at contract inception, which was allocated to the one performance obligation.

The amount of the transaction price allocated to the performance obligation is recognized as or when the Company satisfies the performance obligation.

The Company determined that the performance obligation was recognized at a point-in-time, upon the delivery of the transfer of know-how and research license to Cabaletta.

The Company recognized total license revenue of $ 1.2 million related to the Cabaletta Agreement for the year ended December 31, 2023.

No license revenue was recognized related to the Cabaletta Agreement for the year ended December 31, 2024.

No Product Options were exercised during the year ended December 31, 2025 and 2024.

The product option for AUTO1/22 was not exercised and expired on February 8, 2025.

AUTOLUS THERAPEUTICS PLC

Notes to Consolidated Financial Statements — Continued

Upon execution of the Cabaletta Agreement, the transaction price included only the $ 1.2 million non-refundable license fee payable to the Company.

The Company may receive further payments upon the exercise of the options for licensed targets, the achievement of certain development and sales milestones, as well as royalty payments based on net sales of each product covered by the licensed intellectual property.

Research, Option and License Agreement with Moderna

On June 22, 2021, the Company entered into a Research, Option and License Agreement (the “Moderna Agreement”) with Mode rnaTX, Inc.

(“Moderna”), pursuant to which the Company granted to Moderna an exclusive research license to perform research and pre-clinical development activities relating to target sequences with respect to certain of the Company’s research targets and products.

Pursuant to the Moderna Agreement, the Company received an upfront non-refundable cash payment of $ 1.5 million in October 2021 and is entitled to receive development milestones payments per product and in sales milestones payments per product from Moderna if certain clinical, regulatory and sales performance milestones are achieved.

The Company is further eligible to receive royalties in the low to mid-single digits on net sales on a product-by-product basis.

The Company also granted Moderna on a research target-by-research target basis, the right to obtain an exclusive commercial license upon payment of a commercial option fee of $ 2.0 million (the “Commercial Option”).

In September 2022, Moderna exercised its option, pursuant to the terms of the Moderna Agreement, to obtain the commercial license of the Company’s proprietary binders against an undisclosed immuno-oncology target for the development and commercialization of mRNA therapeutics.

During the year ended December 31, 2025, the Company was notified by Moderna of the achievement of a clinical milestone of $ 1.0 million relating to the Commercial Option exercised in September 2022 (the “Moderna Milestone”).

The future milestones, which represent variable consideration, will be evaluated under the most likely amount method, and were not included in the transaction price, as these amounts were fully constrained as of December 31, 2025.

For the year ended December 31, 2024 and 2023, the Company has not recognized any variable consideration with regards to the development milestones and sales-based milestones with its customers as they are deemed not probable.

For the years ended December 31, 2024 and 2023, the Company has no t recognized any royalty revenue from the license agreements that were executed in the current and prior periods.

Except for the Moderna Milestone, the Company did not recognize any variable consideration with regards to the development milestones and sales-based milestones with its customers for the year ended December 31, 2025 and 2024, as they are deemed not probable.

For the years ended December 31, 2025 and 2024, the Company did no t recognize any royalty revenue from the license agreements that were executed in the current and prior periods.

Interest Expense, Net

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Other interest expense

$ 9,294 $ 45,067

Total Interest Expense, Net $ 36,670 $ 9,294

AUTOLUS THERAPEUTICS PLC

Notes to Consolidated Financial Statements — Continued

Fair Value Measurements

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December 31, 2025

Aggregate estimated fair value

Quoted Prices in Active Markets for Identical Assets (Level 1)

Significant Other Observable Inputs (Level 2)

Aggregate estimated fair value Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2)

Significant Unobservable Inputs (Level 3)

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$ 71,191 $ 71,191 $ — $ —

Commercial paper

14,301 — 14,301 —

Debt Securities issued by Foreign Government

54,897 — 54,897 —

Government Gilts 29,358 — 29,358 —

US Treasury Bills

7,989 7,989 — —

United Kingdom Government Securities

Corporate debt securities 1,753 — 1,753 —

$ 73,245 $ 71,191 $ 2,054 $ —

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58,299 — 58,299 —

Debt Securities issued by Foreign Government

United Kingdom Government Securities

66,175 — 66,175 —

Government Gilts 69,295 — 69,295 —

US Treasury Bills

United States Treasury Bills

19,515 19,515 — —

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$ 269,823 $ 90,706 $ 179,117 $ —

AUTOLUS THERAPEUTICS PLC

Notes to Consolidated Financial Statements — Continued

December 31, 2024

Quoted Prices in Active Markets for Identical Assets (Level 1)

Significant Other Observable Inputs (Level 2)

Aggregate estimated fair value Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2)

Significant Unobservable Inputs (Level 3)

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$ 113,447 $ 113,447 $ — $ —

Commercial paper

14,301 — 14,301 —

United Kingdom Government Securities 84,255 — 84,255 —

United States Treasury Bills

7,989 7,989 — —

$ 219,992 $ 121,436 $ 98,556 $ —

Assets classified as marketable securities:

available-for-sale debt securities

Commercial paper

$ 21,141 $ — $ 21,141 $ —

Corporate debt securities

151,124 — 151,124 —

United Kingdom Government Securities 141,307 — 141,307 —

United States Treasury Bills 47,071 47,071 — —

$ 360,643 $ 47,071 $ 313,572 $ —

$ 580,635 $ 168,507 $ 412,128 $ —

The Company estimates the fair value of available-for-sale debt securities using actual trade and indicative prices sourced from third-party providers on a daily basis to estimate the fair value.

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During the years ended December 31, 2025 and 2024, there were no transfers between levels.

AUTOLUS THERAPEUTICS PLC

Notes to Consolidated Financial Statements — Continued

Marketable Securities:

Available-For-Sale Debt Securities

As of December 31, 2024, the Company has the following investments in available-for-sale debt securities, which are categorized as marketable securities:

As of December 31, 2025 and 2024, the Company has the following investments in available-for-sale debt securities, which are categorized as marketable securities:

available-for-sale debt securities on the balance sheet depending on their maturity at acquisition (in thousands):

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Corporate debt securities within 1 year 58,226 74 ( 1 ) 58,299

Debt Securities issued by Foreign Government within 1 year 72,056 — ( 44 ) 72,012

Government Gilts within 1 year 69,320 — ( 25 ) 69,295

United Kingdom Government Securities

within 1 year 66,162 12 — 66,174

United States Treasury Bills

within 1 year 19,466 50 — 19,516

$ 196,423 $ 157 $ ( 2 ) $ 196,578

December 31, 2024

Remaining contractual maturity

Amortized cost Gross unrealized gains

Gross unrealized losses

Aggregate estimated fair value

Marketable securities:

available-for-sale debt securities:

Commercial paper

within 1 year $ 21,145 $ 3 $ ( 7 ) $ 21,141

Corporate debt securities within 1 year 91,853 5 ( 70 ) 91,788

United Kingdom Government Securities

within 1 year 141,376 — ( 69 ) 141,307

US Treasury Bills

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$ 360,960 $ 27 $ ( 344 ) $ 360,643

There were no available-for-sale debt securities as of December 31, 2023.

The number of securities held by the Company and aggregate fair value (in thousands) and in an unrealized loss position as of December 31, 2025 are as follows (in thousands):

December 31, 2025

Number of securities held

Gross unrealized losses

Fair market value of investments in an unrealized loss position

Marketable securities:

available-for-sale debt securities in a continuous loss position for less than 12 months:

Commercial paper 2 $ ( 1 ) $ 2,454

Corporate debt securities 2 ( 1 ) 7,000

4 $ ( 2 ) $ 9,454

AUTOLUS THERAPEUTICS PLC

Notes to Consolidated Financial Statements — Continued

The number of securities held by the Company and aggregate fair value (in thousands) and in an unrealized loss position as of December 31, 2024 are as follows (in thousands):

December 31, 2024

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Corporate debt securities 41 ( 264 ) 133,078

Debt Securities issued by Foreign Government 5 ( 45 ) 72,012

Government Gilts 3 ( 25 ) 69,295

United Kingdom Government Securities

8 ( 69 ) 141,307

US Treasury Bills

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56 $ ( 343 ) $ 293,234

The aggregated net unrealized loss on available-for-sale debt securities in the amount of $ 0.3 million has been recognized in accumulated other comprehensive loss in the Company's consolidated balance sheet as of December 31, 2024.

At December 31, 2024, the Company held 63 marketable securities:

available-for-sale debt securities out of its total investment portfolio that were in a continuous unrealized loss position.

The aggregated net unrealized loss on available-for-sale debt securities amounting to $ 0.5 million and $ 0.3 million has been recognized in accumulated other comprehensive loss in the Company's consolidated balance sheet as of December 31, 2025 and 2024, respectively.

At December 31, 2025, the Company held four marketable securities:

available-for-sale debt securities out of its total investment portfolio that were in a continuous unrealized loss position for less than twelve months.

As of December 31, 2025, no allowance for expected credit losses has been recognized in relation to securities in an unrealized loss position.

The related unrealized losses are not severe, have been for a short duration and are due to normal market, exchange rate fluctuations and all securities have an investment-grade credit rating.

The Company neither intend to sell these investments nor conclude that the Company are more-likely-than-not that it will have to sell them before recovery of their carrying values.

The Company neither intend to sell these investments nor conclude that the Company are more-likely-than-not that it will have to sell them before recovery of their amortized cost basis.

The Company also believe that it will be able to collect both principal and interest amounts due to the Company at maturity.

There were no amounts reclassified out of other comprehensive income (loss), net of tax during the year ended December 31, 2024.

There were no amounts reclassified out of other comprehensive income (loss), net of tax during the year ended December 31, 2025 and 2024.

Inventories, Net

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Raw materials

$ 16,160 $ 1,956

Consumables 8,021 2,026

Work in progress

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Total Inventories, Net $ 33,209 $ 4,138

There were no inventory write-downs recorded for the year ended December 31, 2024.

Inventory write-downs as a result of excess, obsolescence, scrap or other reasons are recorded in cost of sales in the Company's consolidated statements of operations.

For the years ended December 31, 2025 and 2024, inventory write-downs were $ 12.3 million and nil , respectively.

Inventory write-downs were mainly related to inventory in excess of expected demand and shelf-life expiration.

Inventory amounts above are net of the associated inventory write-downs.

AUTOLUS THERAPEUTICS PLC

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VAT receivable 3,577 5,996

Accrued interest income 2,566 999

Deferred cost 3,429 2,320

Other assets 1,571 —

Lease and lease deposit receivable 930 938

Other receivable 915 491

Accounts receivable 15 109

Accrued interest income 874 2,566

Lease and lease deposit receivable 529 930

Other assets — 1,571

Total Prepaid Expenses and Other Current Assets $ 76,469 $ 67,328

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Licensed IP rights

$ 21,528 $ 12,535

accumulated amortization ( 1,719 ) ( 162 )

Total Intangibles assets, Net $ 19,809 $ 12,373

Amortization expense was $ 0.2 million and nil for the year ended December 31, 2024 and 2023, respectively.

Amortization expense was $ 1.5 million and $ 0.2 million for the year ended December 31, 2025 and 2024, respectively.

The estimated aggregate amortization expense expected to be recorded in respect of this asset for each of the five years ended 2030 is $ 1.9 million annually.

On November 8, 2024 the Company was notified by the FDA that the Company has been granted marketing approval for AUCATZYL (obecabtagene autoleucel) for the treatment of adult patients (18 years and older) with r/r B-ALL.

The Company consequently was obligated to make a £ 10.0 million regulatory milestone payment in accordance with the UCLB License Agreement.

On July 18, 2025, the Company was notified by the European Commission that the Company has been granted marketing approval for AUCATZYL (obecabtagene autoleucel) for the treatment of adult patients (26 years and older) with r/r B-ALL which triggered a £ 6.0 million regulatory milestone payment that was paid by the Company during the year ended December 31, 2025 in pursuant to the UCLB License Agreement.

AUTOLUS THERAPEUTICS PLC

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Compensation and benefits $ 26,224 $ 19,681

Research and development costs 13,372 19,825

Research and development accruals 8,009 13,372

Professional fees 7,679 9,075

Other accrued expenditure 6,861 6,075

Rebates, chargebacks and returns 4,991 —

Other liabilities 2,028 479

Total Accrued Expenses and Other Liabilities $ 55,792 $ 52,276

Research and development costs have decreased primarily due to a reduction in clinical trials related costs relating to the Company's product candidate obe-cel.

Liabilities Related to Future Royalties and Milestones, Net

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Balance at December 31, 2023

Initial recognition of BioNTech liability

Proceeds from Blackstone Development Payments received

Interest expense accrued on liabilities related to future royalties and milestones, net

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Balance at December 31, 2024

Initial recognition of BioNTech liability

Proceeds from Blackstone Development Payments received

Interest expense accrued on liabilities related to future royalties and milestones, net 42,138

Cumulative catch-up adjustment ( 5,699 )

Revenue share payments

Balance at December 31, 2025

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Current portion of liabilities related to future royalties and milestones, net

$ 10,000 $ 3,500

Non-current portion of liabilities related to future royalties and milestones, net

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Total Liabilities Related to Future Royalties and Milestones, Net $ 280,200 $ 248,100

$ 248,100 $ 170,899

Blackstone Agreements

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(i) Strategic Collaboration and Financing Agreement, (the “Blackstone Collaboration Agreement”);

(ii) Securities Purchase Agreement (the “Blackstone Securities Purchase Agreement”) - refer to Note 14.

“Shareholders' Equity”;

(ii) Securities Purchase Agreement;

(iii) Warrant Agreement (the “Blackstone Warrant”) - refer to Note 13, “Warrants";

(iv) a Registration Rights Agreement (the “Blackstone Registration Rights Agreement”).

(iv) a Registration Rights Agreement.

The Blackstone Agreements were entered into and in contemplation of one another and, accordingly, the Company assessed the accounting for these agreements in the aggregate.

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In December 2024, the remaining $ 30 million Blackstone Development Payment was paid to the Company on the approval of AUCATZYL by the FDA.

The Company considers the achievement of the specified regulatory milestone as probable when actually achieved (i.e., when the contingency resolves).

The Company considered the achievement of the specified regulatory milestone as probable when actually achieved (i.e., when the contingency resolves).

The Company is also obligated to make payments (the “Sales Milestone Payments”), subject to the Aggregate Cap, if certain cumulative net sales levels are achieved.

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The Company has accounted for the Blackstone Collaboration Agreement as a liability primarily due to the Company's significant continuing involvement in generating the royalty stream.

The Company will recognize the relevant portion of royalties or sales milestones due to Blackstone upon the commercialization of AUCATZYL or other products as a decrease to the applicable liabilities, with a corresponding reduction in cash.

On February 6, 2024, the Company concurrently entered into the BioNTech Agreements.

For further details on the terms and accounting treatment considerations for these contracts, refer to following notes to these interim condensed consolidated financial statements:

• Note 1, “Nature of the Business”

• Note 2, “Summary of Significant Accounting Policies”

• Note 3, “Revenue”

• Note 14, “Shareholders’ Equity”

• Note 20, “Commitment and Contingencies”

Obe-cel Product Revenue Interest

Under the BioNTech License and Option Agreement, BioNTech has agreed to financially support the expansion of the clinical development program and planned commercialization of obe-cel.

In exchange for the grant of rights to future revenues from the sales of obe-cel products, including AUCATZYL, BioNTech made an upfront payment to the Company of $ 40.0 million.

The Company will pay BioNTech a low single-digit percentage of annual net sales of obe-cel products, which may be increased up to a mid-single digit percentage in exchange for milestone payments of up to $ 100.0 million in the aggregate on achievement of certain regulatory events for specific new indications upon BioNTech's election.

From the commencement of commercial sales of AUCATZYL in January 2025, the Company has recognized the portion of royalties paid to Blackstone as a decrease to the liability with a corresponding reduction in cash.

BioNTech Agreements

On February 6, 2024 (the “Execution Date”), the Company concurrently entered into the following agreements with BioNTech SE, (“BioNTech”) collectively called the “BioNTech Agreements”:

(i) Securities Purchase Agreement (the “BioNTech Securities Purchase Agreement”), - refer to Note 14

(ii) a Registration Rights Agreement,

(iii) a Letter Agreement (the “BioNTech Letter Agreement”) and

(iv) a License and Option Agreement (the “BioNTech License and Option Agreement”) - refer to Note 3 and Note 20

The BioNTech Agreements were entered into and in contemplation of one another and, accordingly, the Company assessed the accounting for these agreements in the aggregate.

The Company identified four units of accounting upon execution of the BioNTech Agreements The four units of accounting were recorded at fair value upon initial recognition and will not be subsequently measured at fair value.

AUTOLUS THERAPEUTICS PLC

Notes to Consolidated Financial Statements — Continued

As the BioNTech License and Option Agreement has been accounted for as one freestanding financial instrument with various embedded features, (e.g.

the Obe-cel Product Revenue Interest, milestone payments and royalties), the Company is required to consider if these embedded features are required to bifurcated from the host contract and therefore accounted for as a separate derivative.

The Company determined the host contract to be debt-like and therefore the embedded features were analyzed pursuant to a debt host contract.

The Company concluded the BioNTech License and Option Agreement (the host contract) should not be accounted as a derivative in accordance with ASC 815-10-15-59(d) but rather as a debt instrument under ASC 470.

Units of Accounting Gross proceeds (in millions)

Initial fair value

(in millions)

Allocated consideration based on relative fair value

(in millions)

Net allocated consideration based on relative fair value after transaction costs*

(in millions)

Initial ADSs, representing ordinary shares

$ 200.0 $ 200.0 $ 200.0 $ 193.8

Subsequent ADSs, representing ordinary shares

$ — $ — $ — $ —

BioNTech License and Option Agreement

$ 50.0 $ 50.0 $ 50.0 $ 47.9

Liabilities related to future royalties and milestones, net ( Obe-cel Product Revenue Interest )

$ 40.0 $ 40.0 $ 40.0 $ 38.3

License Revenue (Binder License)

$ 10.0 $ 10.0 $ 10.0 $ 9.6

$ — $ — $ — $ —

Total $ 250.0 $ 250.0 $ 250.0 $ 241.7

* In addition, the total shared transaction costs of $ 8.3 million, relating to the BioNTech Agreements have been allocated to the four units of accounting on a relative fair value basis.

BioNTech License and Option Agreement

However, each embedded feature is assessed for derivative accounting in accordance to ASC 815.

The Company analyzed how it should account for the host contract (i.e., the BioNTech License and Option Agreement) as the Binder License represents an agreement with customer for goods and services and therefore should be accounted for under ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”) .

However, as the other embedded features of the BioNTech License and Option Agreement fall under the scope of other topics that specify how to initially measure the contract (i.e., ASC Topic 470, Debt (“ASC 470”) ), the Company determined that the host contract should not be accounted for and initially measured pursuant to ASC 606.

Obe-cel Product Revenue Interest

In exchange for the grant of rights to future revenues from the sales of obe-cel products, BioNTech made an upfront payment to us of $ 40.0 million.

The Company made initial payments of the revenue interest to BioNTech in 2025.

The Company has accounted for the Obe-cel Product Revenue Interest as a liability primarily due to the Company’s significant continuing involvement in generating the royalty stream.

In February 2024, the Company initially recognized the BioNTech Liability at $ 38.3 million being the face value less debt issuance costs.

Once the Company commences commercial sales of AUCATZYL that generate royalties, which the Company expect will occur in the first quarter of 2025, the Company will recognize the portion of royalties paid to BioNTech as a decrease to the liability with a corresponding reduction in cash.

From the commencement of commercial sales of AUCATZYL in January 2025, the Company has recognized the portion of royalties paid to BioNTech as a decrease to the liability with a corresponding reduction in cash.

The carrying amount of the BioNTech Liability is based on the Company’s estimate of the future royalties to be paid to BioNTech to be received over the life of the arrangement as discounted using an effective interest rate.

The excess or deficit of estimated present value of future royalties over the initial carrying amount, is recognized using the cumulative catch-up method within interest expense, net using the initial effective interest rate.

The imputed rate of interest on the unamortized portion of the BioNTech Liability was approximately 28.70 % as of February 6, 2024 and December 31, 2024,

The imputed rate of interest on the unamortized portion of the BioNTech Liability was approximately 28.70 % as of December 31, 2025 and 2024.

AUTOLUS THERAPEUTICS PLC

Notes to Consolidated Financial Statements — Continued

On November 6, 2021, in connection with the Blackstone Agreement, pursuant to the Blackstone Warrant, the Company issued Blackstone a warrant to purchase up to 3,265,306 ADSs representing 3,265,306 of the Company's ordinary shares, at an exercise price of $ 7.35 per ADS.

24 unchanged sentences

As the Blackstone Warrant is classified as equity, it will not be remeasured at each reporting date.

AUTOLUS THERAPEUTICS PLC

Notes to Consolidated Financial Statements — Continued

Shareholders’ Equity

6 unchanged sentences

Each issued share has been fully paid.

Restricted Stock Units

At December 31, 2024, restricted stock unit awards for 3,648 ordinary shares had vested but the underlying shares had not been issued.

However, these vested restricted stock unit awards have been included in the calculation of the Company’s outstanding shares at December 31, 2024 as they are considered issuable for little or no cash consideration.

Subsequent to December 31, 2024, all of the underlying ordinary shares were issued.

AUTOLUS THERAPEUTICS PLC

Notes to Consolidated Financial Statements — Continued

Initial Public Offering (“IPO”) and Impact of Corporate Reorganization

4 unchanged sentences

The following deferred share classes were created:

Deferred Shares - The 34,425 deferred shares, aggregate nominal value less than $ 1.00 , existed in Autolus Limited and were re-created in Autolus Therapeutics plc as part of the share exchange to place Autolus Therapeutics as the ultimate parent entity.

The Company was required to replicate the shares to ensure the existing share has the correct nominal value to ensure stamp duty mirroring relief is available on the subsequent share for share exchange.

10 unchanged sentences

Aggregate net proceeds to the Company, after underwriting discounts and offering expenses, were $ 326.8 million .

AUTOLUS THERAPEUTICS PLC

Notes to Consolidated Financial Statements — Continued

BioNTech Securities Purchase Agreement

Concurrently with the execution of the BioNTech License and Option Agreement (see Note 1 and Note 3), the Company and BioNTech entered into the BioNTech Securities Purchase Agreement pursuant to which the Company sold ADSs, each representing one ordinary share, to BioNTech in a Private Placement transaction.

Concurrently with the execution of the BioNTech License and Option Agreement (refer to Note 3 and Note 12), the Company and BioNTech entered into the BioNTech Securities Purchase Agreement pursuant to which the Company sold ADSs, each representing one ordinary share, to BioNTech in a Private Placement transaction.

On February 13, 2024, the Company completed the Private Placement of 33,333,333 ADSs representing 33,333,333 ordinary shares at an offering price of $ 6.00 per ADS.

1 unchanged sentence

In the event that BioNTech and the Company enter into the MCSA within 18 months of the initial closing of the Private Placement, BioNTech will purchase up to 15,000,000 ADSs for an aggregate purchase price of up to $ 20.0 million, subject to additional limitations and restrictions.

On August 6, 2025, the MCSA option expired unexercised.

Share-Based Compensation

7 unchanged sentences

The number of ordinary shares reserved for issuance under the 2018 Plan will automatically increase on October 1st of each year, for a period of not more than ten years , commencing on October 1, 2018 and ending on (and including) October 1, 2027, by an amount equal to the lesser of (i) 4 % of the total number of ordinary shares outstanding on September 30th of the same calendar year or (ii) such fewer number of ordinary shares as the board of directors may designate prior to the applicable October 1st date.

AUTOLUS THERAPEUTICS PLC

Notes to Consolidated Financial Statements — Continued

The updated maximum number of ordinary shares that may be issued under the 2018 Plan is 43,588,669 as of December 31, 2025.

1 unchanged sentence

The total shares issued under the 2018 Plan may be authorized but unissued shares, shares purchased on the open market, treasury shares or ADSs.

Share options granted under the 2018 Plan and 2017 Plan, as well as restricted shares granted as employee incentives, typically vest over a four-year service period with 25 % of the award vesting on the first anniversary of the commencement date and the balance vesting monthly over the remaining three-years , unless the award contains specific performance vesting provisions.

Share options granted under the 2018 Plan and 2017 Plan generally expire ten years from the date of grant.

Share options granted under the 2018 Plan and 2017 Plan typically vest over a four-year service period with 25 % of the award vesting on the first anniversary of the grant date and the balance vesting monthly over the remaining three-years , unless the award contains specific performance vesting provisions.

Restricted stock units granted under the 2018 Plan typically vest over a four-year service period with 25 % of the award vesting on each anniversary of the grant date or hire date.

Share options granted under the 2017 Plan, 2018 Plan and 2025 Inducement plan, generally expire ten years from the date of grant.

For certain senior members of management and directors, the Board has approved an alternative vesting schedule.

2025 Employee Share Purchase Plan

The following description of the Purchase Plan is a summary only and is qualified in its entirety by reference to the complete text of the Purchase Plan.

Subject to adjustment for certain changes in the Company's capitalization, the maximum number of Shares (as defined therein) that may be issued under the Purchase Plan is 3,000,000 .

The UK Sharesave Sub-Plan has been adopted as a sub-plan to the Purchase Plan.

The Sharesave is a UK 'all employee' share option plan, which is intended to satisfy the requirements of Schedule 3 of ITEPA for tax qualifying save-as-you-earn share options plans.

The Purchase Plan, including any sub-plans, is administered by the Company's board of directors, which may delegate such administration to a committee comprised of one or more members of the board.

The Company has not yet initiated any purchase periods or granted shares under the ESPP as of December 31, 2025.

2025 Inducement Plan

The Company's 2025 Inducement Plan (the “2025 Inducement Plan”) became effective on March 27, 2025 and, in accordance with Nasdaq listing rules and the SEC requirements, provides for issuance of inducement equity awards to qualifying individuals in connection with their entering into employment with the Company or its affiliates.

Awards granted under the 2025 Inducement Plan will not exceed 3,000,000 ADSs, representing an equal number of ordinary shares.

As of December 31, 2025, 1,552,800 shares are reserved for issuance under the 2025 Inducement Plan.

Equity awards granted under the 2025 Inducement Plan generally vest in the same manner as other Company awards, with 25 % of the awards vesting one year after the vesting commencement date and the remainder of the awards vesting in equal monthly installments over three additional years.

Share Option Valuation

The assumptions (see Note 2) used in the Black-Scholes option pricing model to determine the fair value of the share options granted to employees and directors during the years ended December 31, 2024 and 2023 were as follows:

The assumptions (refer to Note 2) used in the Black-Scholes option pricing model to determine the fair value of the share options granted to employees and directors during the years ended December 31, 2025 and 2024 were as follows:

Year Ended December 31,

16 unchanged sentences

Granted 12,997,697 1.89 — 1,750

Exercised ( 216,835 ) 2.78 — 482

Forfeited ( 1,671,844 ) 2.35 — 97

7 unchanged sentences

(1) Aggregate intrinsic value is calculated as the difference between the exercise price of the underlying options and the fair value of common stock for those options in the money as of December 31, 2025

The total intrinsic value of options exercised was $ 0.5 million and $ 0.01 million, for the years ended December 31, 2024 and 2023, respectively.

The total intrinsic value of share options exercised was nil and $ 0.5 million, for the years ended December 31, 2025 and 2024, respectively.

The aggregate intrinsic value of share options is calculated as the difference between the exercise price of the share options and the fair value of the Company’s underlying ordinary shares for those share options that had exercise prices lower than the fair value of the Company’s underlying ordinary shares.

3 unchanged sentences

Performance based share options

The Company did not grant share options with a specified regulatory performance condition during the year ended December 31, 2024, 15,000 performance-based share options were forfeited or expired.

In addition, during the year ended December 31, 2024, 573,850 performance-based share options vested upon the achievement of the relevant regulatory milestone.

During the year ended December 31, 2023, the Company granted 107,600 share options with a specified regulatory performance condition.

No performance-based share options were forfeited during the year ended December 31, 2023.

In addition, during the year ended December 31, 2023, 478,750 performance-based share options vested upon the achievement of the relevant regulatory milestone.

As of December 31, 2024 and 2023, all the performance condition related to these performance-based share options were met.

As a result, $ 2.9 million and $ 1.0 million share-based compensation expense was recognized for the years ended December 31, 2024 and 2023, respectively.

The Company did not grant performance-based share options during the year ended December 31, 2025.

During the year ended December 31, 2024, 15,000 performance-based share options were forfeited or expired and 573,850 performance-based share options vested upon the achievement of the relevant regulatory milestone.

As of December 31, 2024, all the performance condition related to these performance-based share options were met.

As a result, $ 2.9 million share-based compensation expense was recognized for the years ended December 31, 2024.

Restricted Stock Units

An RSU award represents the right to receive one of the Company’s ADSs upon vesting of the RSU.

The fair value of each RSU award is based on the closing price of the Company’s ADSs on the date of grant.

In March 2021, the Company awarded RSU awards with service conditions that vest over a four-year service period with 25 % on the first anniversary of the grant date, and the balance vesting quarterly over the remaining three-years .

In July 2023, the Company granted 90,000 RSU awards with a performance condition related to a specified regulatory milestone.

These performance-based RSU awards have vested upon achievement of the related performance condition.

AUTOLUS THERAPEUTICS PLC

Notes to Consolidated Financial Statements — Continued

The fair value of each RSU award is based on the closing price of the Company’s ADSs on the preceding trading day of the date of grant.

In March 2021, the Company awarded RSU awards with service conditions that vest over a four-year service period with 25 % vesting on the first anniversary of the grant date, and the balance vesting quarterly over the remaining three-years .

In March 2022, September 2022 and September 2025, the Company awarded RSU awards with service conditions that vest over a four-year service period with 25 % vesting on the anniversary of the grant date.

The following is a summary of the Company's RSU activity for the 2018 Plan for the year ended December 31, 2025:

2 unchanged sentences

32,412 $ 4.22

Granted 80,000 1.50

Vested ( 17,949 ) 4.41

2 unchanged sentences

92,500 $ 1.87

As of December 31, 2024, there was less than $ 0.1 million of unrecognized share-based compensation expense related to unvested RSUs without performance conditions, which are expected to be recognized over a weighted average period of 1.26 years.

The total fair value of share RSU awards vested (including performance-based RSU awards) amounted to $ 0.5 million and $ 1.3 million for the years ended December 31, 2024 and 2023, respectively.

Performance-based RSU awards

During the year ended December 31, 2024, the Company did no t grant RSU awards with performance conditions.

During the year ended December 31, 2023, the Company granted 90,000 RSU awards with performance condition related to a specified regulatory milestone.

These performance-based RSU awards also vested during the year upon the achievement of the relevant regulatory milestone.

This resulted in the recognition $ 0.2 million share-based compensation expense during the year ended December 31, 2023.

As of December 31, 2024 there was no unrecognized share-based compensation expense relating to performance based RSU awards.

During the year ended December 31, 2024, 3,648 RSU awards vested but were not issued as of December 31, 2024, and as such are not included in the Company's outstanding shares at December 31, 2024.

The shares corresponding to these RSUs awards were issued in January 2025.

AUTOLUS THERAPEUTICS PLC

Notes to Consolidated Financial Statements — Continued

As of December 31, 2025, there was $ 0.1 million of unrecognized share-based compensation expense related to unvested RSUs without performance conditions, which are expected to be recognized over a weighted average period of 3.56 years.

The total fair value of share RSU awards vested (including performance-based RSU awards) amounted to less than $ 0.1 million and $ 0.5 million for the years ended December 31, 2025 and 2024, respectively.

Share-based Compensation Expense

1 unchanged sentence

Year Ended December 31,

Research and development expenses

$ 5,593 $ 6,777

Research and development expenses, net $ 4,943 $ 5,593

Selling, general and administrative expenses

Cost of sales

Capitalized to intangible assets, net / property and equipment ( 3 ) ( 46 )

Capitalized to prepaid expenses and other non-current assets ( 76 ) ( 3 )

Total Share-based Compensation Expense $ 14,438 $ 15,472

AUTOLUS THERAPEUTICS PLC

Notes to Consolidated Financial Statements — Continued

Net Loss Per Share

8 unchanged sentences

The following potentially dilutive securities have been excluded from the calculation of diluted net loss per share due to their anti-dilutive effect:

Unvested RSUs 32,412 116,436

Share options 20,754,316 17,956,385

Unvested restricted stock units

92,500 32,412

Outstanding share options

31,130,935 20,754,316

Warrants 3,265,306 3,265,306

Total 34,488,741 24,052,034

AUTOLUS THERAPEUTICS PLC

Notes to Consolidated Financial Statements — Continued

License Agreements

10 unchanged sentences

In October 2020, the License was further amended and restated to reflect the Company's election to have various patent rights assigned to the Company, and to include a license to new technology and further licenses to obe-cel for which UCL is conducting Phase 1 clinical trials in primary CNS Lymphoma patients.

AUTOLUS THERAPEUTICS PLC

Notes to Consolidated Financial Statements — Continued

Additionally, the Company may be obligated to make payments to UCLB under the amended and restated License upon the initiation of certain clinical activities in an aggregate amount of £ 0.18 million, the receipt of specified regulatory approvals in an aggregate amount of £ 37.5 million, the start of commercialization in an aggregate amount of £ 18.0 million, and the achievement of net sales levels in an aggregate amount of £ 51.0 million, as well as royalty payments based on possible future sales resulting from the utilization of the licensed technologies.

2 unchanged sentences

Consequently, the Company paid a regulatory milestone payment of £ 10.0 million to UCLB.

The Company recognized these regulatory milestone payments as an intangible asset.

Under the terms of the license, the Company has the right to grant sub-licenses to third parties, subject to certain restrictions.

If the Company receives any income in connection with such sublicenses, it must pay UCLB a percentage of the income allocable to the value of the sublicensed intellectual property rights ranging from the low twenties to mid-single digits percent, decreasing based on the development expenses incurred by the Company and the passage of time.

During the year ended December 31, 2024, $ 0.1 million was payable to UCLB by the Company relating to the income allocable to the value of the sublicensed intellectual property rights.

During the year ended December 31, 2025, less than $ 0.1 million was paid and accrued to UCLB by the Company relating to the income allocable to the value of the sublicensed intellectual property rights.

UCLB has retained the right to use the licensed T cell programming modules for academic research purposes at UCL and with other academic institutions, subject to certain restrictions.

Upon commercialization of any of the Company’s products that use the in-licensed patent rights, the Company will be obligated to pay UCLB a flat royalty for each licensed product ranging from the low- to mid-single digits, depending on which technologies are deployed in the licensed product, based on worldwide annual net sales of each licensed product, subject to certain reductions, including for the market entry of competing products and for loss of patent coverage of licensed products.

The Company may deduct from the royalties payable to UCLB one-half of any payments made to a third party to obtain a license to such third party’s intellectual property that is necessary to exploit any licensed products.

The Company may deduct from the royalties payable to UCLB a specified portion of any payments made to a third party to obtain a license to such third party’s intellectual property that is necessary to exploit any licensed products.

Once net sales of a licensed product have reached a certain specified threshold, the Company may exercise an option to buy out UCLB’s rights to the remaining milestone payments, royalty payments, and sublicensing revenue payments for such licensed product, on terms to be negotiated at the time.

4 unchanged sentences

In addition, UCLB has the right to negotiate with the Company for the grant of an exclusive license to the Company’s improvements to the T cell programming modules the Company has licensed on terms to be agreed upon at the time.

AUTOLUS THERAPEUTICS PLC

Notes to Consolidated Financial Statements — Continued

Miltenyi Biotech B.V.

4 unchanged sentences

There were no additional milestone payments deemed probable during the year ended December 31, 2025.

Loss before income tax benefit (expense) is as follows (in thousands):

Net Loss Before Income tax are as follows (in thousands):

Year Ended December 31,

$ ( 221,661 ) $ ( 209,766 )

United Kingdom $ ( 290,109 ) $ ( 221,661 )

United States of America 3,580 2,108

Switzerland and Germany

Net loss before income taxes

$ ( 219,134 ) $ ( 208,402 )

AUTOLUS THERAPEUTICS PLC

Notes to Consolidated Financial Statements — Continued

The components of income tax benefit (expense) are as follows (in thousands):

Net Loss Before Income Tax $ ( 285,556 ) $ ( 219,134 )

The components of income tax expense are as follows (in thousands):

Year Ended December 31,

Current tax expense

United States of America

$ ( 1,674 ) $ ( 1,228 )

State and local

( 677 ) ( 24 )

United Kingdom — 8

Switzerland and Germany

2 unchanged sentences

( 2,603 ) ( 1,703 )

( 140 ) 1,002

Deferred income tax benefit

United States of America

State and local

United Kingdom — —

Switzerland and Germany

Total deferred tax benefit

Total income tax (expense) benefit

$ ( 1,528 ) $ 19

The Company recorded an income tax expense of $ 1.5 million and income tax benefit of less than $ 0.1 million, for the years ended December 31, 2024 and 2023, respectively.

Total deferred income tax benefit 631 175

Total Income Tax Expense $ ( 1,972 ) $ ( 1,528 )

The Company recorded an income tax expense of $ 2.0 million and $ 1.5 million, for the years ended December 31, 2025 and 2024, respectively.

AUTOLUS THERAPEUTICS PLC

Notes to Consolidated Financial Statements — Continued

Deferred tax assets consisted of the following at December 31, 2025 and 2024 (in thousands):

15 unchanged sentences

$ ( 248,021 ) $ ( 156,997 )

AUTOLUS THERAPEUTICS PLC

Notes to Consolidated Financial Statements — Continued

A reconciliation of income tax benefit at the U.K statutory corporate income tax rate to the income tax benefit is as follows (in thousands):

A reconciliation of income tax benefit at the United Kingdom statutory corporate income tax rate to the income tax expense is as follows (in thousands):

Year Ended December 31,

3 unchanged sentences

statutory tax rate 71,389 54,783

United Kingdom

Tax-exempt reimbursable tax credits included within research and development expense — 4,934

4 unchanged sentences

Other, net ( 198 ) 71

Foreign rate differential 94 26

Total income tax (expense) benefit

$ ( 1,528 ) $ 19

Other foreign jurisdictions ( 832 ) ( 900 )

Total income tax expense $ ( 1,972 ) $ ( 1,528 )

Current income tax expense

5 unchanged sentences

The Company incurs tax losses in the United Kingdom.

corporate income tax rate for the year ended December 31, 2024 was 25%, and was 23.5% for the years ended December 31, 2023.

On April 1, 2023, the U.K government increased and enacted the corporate rate from 19% to 25%.

The Company’s subsidiary in the United States has generated taxable profits due to a service agreement between the Company’s subsidiaries in the United States and the United Kingdom.

The United Kingdom corporate income tax rate was 25% for the years ended December 31, 2025 and 2024, respectively.

The Company’s subsidiary in the United States has generated taxable profits due to a service agreement between the Company’s subsidiaries in the United States of America and the United Kingdom.

The United States of America.

federal corporate income tax rate was 21% for the years ended December 31, 2025 and 2024.

1 unchanged sentence

The Company has recorded a valuation allowance against the net deferred tax asset where the recoverability due to future taxable profits is unknown.

The $ 3.2 million deferred tax asset balance is related to the Company's U.S.

subsidiary entity.

At December 31, 2024, the Company had U.K.

trading losses carryforward of $ 545.6 million.

The $ 3.6 million deferred tax asset balance is related to the Company's United States of America subsidiary entity.

AUTOLUS THERAPEUTICS PLC

Notes to Consolidated Financial Statements — Continued

At December 31, 2025, the Company had United Kingdom trading losses carryforward of $ 953.6 million.

These losses are carried forward indefinitely under local law, but are subject to numerous utilization criteria and restrictions.

10 unchanged sentences

research and development tax credits are recognized in the statements of operations and comprehensive loss as a reduction of research and development expenses and represents the sum of the research and development tax credits recoverable in the U.K..

AUTOLUS THERAPEUTICS PLC

Notes to Consolidated Financial Statements — Continued

The Small Medium Enterprise regime has been particularly beneficial to the Company, as under such program the trading losses that arise from the Company's qualifying R&D activities can be surrendered for a cash rebate of up to 33.35% of qualifying expenditure incurred prior to April 1, 2023 and decreasing to 18.6% after April 1, 2023.

17 unchanged sentences

It should be noted, however, that the types of qualifying expenditure in respect of which the Company may make claims under the RDEC regime are more restricted than under the SME regime (for example, it may be the case that certain subcontracted costs in respect of which claims may be made under the SME regime do not qualify for relief under the RDEC regime).

AUTOLUS THERAPEUTICS PLC

Notes to Consolidated Financial Statements — Continued

R&D tax credits of $ 10.6 million and $ 16.7 million were recognized for the years ended December 31, 2025 and 2024, respectively, and are recorded as offsets to research and development expense in the Company's consolidated statement of operations and comprehensive loss.

3 unchanged sentences

(i) to terminate the lease relating to the leased manufacturing suite which originally had a lease term until February 2025, (ii) to extend the lease term of one of the remaining manufacturing suites from June 2023 to August 2024, and (iii) to extend the lease term of a third manufacturing suite leased by the Company from September 2023 to August 2024.

The Company recognized a lease termination loss of $ 0.1 million, which is included in other income, net on the consolidated statement of operations and comprehensive loss for the year ended December 31, 2023, related to the manufacturing suite terminated and exited on March 31, 2023.

In addition, during the year ended December 31, 2023, the Company recognized a loss on disposal on leasehold improvements of $ 3.8 million arising from the manufacturing suite terminated and exited on March 31, 2023.

In August 2024, one of the leased manufacturing suites ended and the Company exited the suite.

In September 2024, the Company extended the lease term from August 2024 to December 2026 for the remaining manufacturing suite.

AUTOLUS THERAPEUTICS PLC

Notes to Consolidated Financial Statements — Continued

In January 2019, the Company executed a lease agreement with Whitewood Media Village GP Limited and Whitewood Media Village Nominee Limited to lease the fifth floor of MediaWorks including laboratory space.

The Company has the option to terminate the lease in November 2026.

In August 2021, MediaWorks became the Company's main corporate headquarters.

In addition to base rent, the Company is obligated to pay its proportionate share of building operating expenses and real estate taxes in excess of base year amounts.

These costs are considered to be variable lease payments and are not included in the determination of the lease’s right-of-use asset or lease liability.

The lease agreement includes an option to lease additional space.

The lease term is nine years and eleven months with an eighteen-month rent free period at the beginning of the lease term.

In addition, in January 2026, the Company entered into an amendment to the lease agreement that extended the lease term into November 2035.

The amendment provides certain rent-free and reduced rent periods as an incentive, and includes a break window during which the Company may terminate the lease early in exchange for payment of a pre-specified rent penalty.

In February 2019, the Company agreed to enter into a fifteen-year lease for manufacturing space units located in Enfield, United Kingdom, provided that the landlord completed the required leasehold improvements described in the agreement.

6 unchanged sentences

In October 2021, the Company subleased two of the three remaining units to third parties with lease terms ending in February 2029 and October 2026, respectively.

Refer to “Sublease agreements” below for further details .

The Company completed an asset impairment analysis of the right-of-use lease concluding the undiscounted cash flows exceeded the carrying value as of December 31, 2025 which resulted the recognition of a $ 0.3 million impairment of operating lease right-of-use assets and related property and equipment.

5 unchanged sentences

The landlord will provide funding for certain specified improvements to the facility (the “Works ” ), which the Company commits to undertake on a mutually agreed schedule.

Funding received for the Works done are deemed lease incentives in accordance to ASC 842.

Once the Works are complete, the rental payments under the lease will be increased according to a specified formula for the remainder of the lease term.

Funding received for the Works done are deemed lease incentives in accordance with ASC 842.

Once the Works are complete, the rental payments under the lease will be increased according to a specified formula for the remainder of the lease term from December 2025.

The deed of variation does not affect the lease term, which continues to run for 20 years from September 19, 2023.

In the three months ended December 31, 2025, the landlord handed over various portions of the facility upon the completion of the Works.

The Company made fit-out costs in other areas of the building and may be required to be removed at the end of the lease term.

As a result, as of December 31, 2025, the Company has recognized an estimated Asset Retirement Obligation (“ARO”) amounting to $ 0.4 million.

The Company will continue to assess the ARO as more related assets are brought into use.

AUTOLUS THERAPEUTICS PLC

Notes to Consolidated Financial Statements — Continued

The following table shows the lease balance sheet classification of leases for the years ended December 31, 2025 and 2024 (in thousands):

5 unchanged sentences

Total Lease Liabilities $ 71,387 $ 52,629

AUTOLUS THERAPEUTICS PLC

Notes to Consolidated Financial Statements — Continued

The following table shows the lease costs for the years ended December 31, 2025 and 2024 (in thousands):

1 unchanged sentence

Lease costs Statement of Operations Classification 2025 2024

Operating lease costs Operating expenses:

research and development $ 6,642 $ 6,340

Variable costs Operating expenses:

research and development 1,281 1,041

Short term lease costs Operating expenses:

research and development 258 786

Operating lease costs Operating expenses:

general and administrative 1,393 956

Variable costs Operating expenses:

general and administrative 318 51

Short term lease costs Operating expenses:

general and administrative 117 90

Operating lease costs Operating expenses:

cost of sales

Variable costs Operating expenses:

Operating lease costs Research and development expenses, net $ 2,199 $ 6,642

Variable costs Research and development expenses, net

Short term lease costs Research and development expenses, net

Operating lease costs Selling, general and administrative expenses 4,518 1,393

Variable costs Selling, general and administrative expenses

Short term lease costs Selling, general and administrative expenses

Operating lease costs Cost of sales 2,021 558

Variable costs Cost of sales

Short term lease costs (1)

Cost of sales

Total Lease Costs $ 11,104 $ 10,631

(1) Includes lease incentives received during the year ended December 31, 2025 relating to the Company's Nucleus facility lease.

Year ended December 31,

2 unchanged sentences

Operating cash outflows from operating leases (in thousands) (1)

$ ( 5,554 ) $ 4,258

Weighted-average remaining lease term - operating leases (in years) 16.1 years 15.9 years

Weighted-average discount rate - operating leases 8.08 % 8.15 %

(1) Includes lease incentives received during the year ended December 31, 2025 relating to the Company's Nucleus facility lease.

AUTOLUS THERAPEUTICS PLC

Notes to Consolidated Financial Statements — Continued

Future fixed payments for non-cancellable operating leases in effect as of December 31, 2025 are payable as follows:

5 unchanged sentences

Present Value of Lease Liabilities $ 71,387

(1) Includes lease incentives from The Nucleus lease variation amounting to $ 10.2 million and $ 0.9 million, for the year ended December 31, 2025 and 2026, respectively.

Commitments and Contingencies

Contractual obligations

In July 2022, the Company renegotiated a master services agreement (the “Adaptive Master Services Agreement”) with Adaptive Biotechnologies Corporation (“Adaptive”), under which Adaptive's assay is used to analyze patient samples from r/r B-ALL patients.

In July 2022, the Company renegotiated a master services agreement with Adaptive Biotechnologies Corporation (“Adaptive”), under which Adaptive's assay is used to analyze patient samples from r/r B-ALL patients.

During the year ended December 31, 2023, the Company recognized all contractual milestones relating to this contract.

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During the year ended December 31, 2025, the Company paid a fee under these agreements.

AUTOLUS THERAPEUTICS PLC

Notes to Consolidated Financial Statements — Continued

The Company has estimated the probability of the Company achieving each potential milestone in relation to the agreements with UCLB, Miltenyi and its agreements with certain advisory firms in accordance with ASC 450.

The Company considers the regulatory approval, commercial milestones and execution of collaboration agreements probable when actually achieved.

The Company has estimated the probability of the Company achieving each potential milestone in relation to the agreements with UCLB and its agreements with certain advisory firms in accordance with ASC 450.

The Company considers regulatory approval, commercial milestones and execution of collaboration agreements probable when actually achieved.

Furthermore, the Company recognizes expenses for clinical milestones when their achievement is deemed probable.

The Company concluded that, as of December 31, 2024, there were no other milestones or contingencies for which the likelihood of achievement was currently probable.

The Company concluded that as of December 31, 2025, there were no other milestones for which the likelihood of achievement was currently probable.

Capital Commitments

2 unchanged sentences

Master Supply Commitments

In March 2018, the Company entered into a long-term supply agreement with Miltenyi Biotec GmbH, or Miltenyi, for the supply of Miltenyi’s CliniMACS Prodigy instruments, reagents and disposables for the manufacture of the Company's programmed T cell therapies for commercial, preclinical and clinical use as well as support services.

In March 2018, we entered into a strategic, long-term supply agreement with Miltenyi Biotec GmbH (“Miltenyi”), for the supply of Miltenyi’s CliniMACS Prodigy instruments, reagents and disposables for the manufacture of Company's programmed T cell therapies, including for pre-clinical, clinical and commercial production of AUCATZYL, as well as the provision of related support services.

In September 2023, the Company amended the supply agreement.

The supply agreement sets forth procedures to ensure continuity of supply to the Company of Miltenyi’s products, both during the clinical phase and any future commercial phase of the Company's product candidates.

1 unchanged sentence

The Company has a three-month firm commitment to purchase to reagents and disposables pursuant to the agreement.

The supply agreement contains customary termination provisions, allowing for termination by a party upon the other party’s uncured material breach, upon the other party’s bankruptcy or insolvency or upon the other party being subject to an extended period of force majeure events.

The Company may also terminate the supply agreement upon advance written notice, if the Company decide to suspend or discontinue the development or commercialization of the Company's product candidates.

The supply agreement is governed under the laws of Germany.

As of December 31, 2025, the Company’s unconditional purchase obligations for reagents and disposables totaled $ 1.7 million, which the Company expects to incur within one year.

AUTOLUS THERAPEUTICS PLC

Notes to Consolidated Financial Statements — Continued

Distribution Commitments

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Under the terms of the Exclusive Distribution Agreement, the Company must pay to Cardinal Health a one-time start-up fee, and a monthly account management fee upon the Company's commercial launch of AUCATZYL, and other fees for various services, including post-launch program implementation, information systems, warehouse operations and financial services.

All fees related to this Exclusive Distribution Agreement are immaterial.

BioNTech Agreements

8 unchanged sentences

The Company was not a party to any litigation and did not have contingency reserves established for any liabilities as of December 31, 2025 and 2024.

AUTOLUS THERAPEUTICS PLC

Notes to Consolidated Financial Statements — Continued

Indemnification Agreements

In the normal course of business, the Company enters into contracts and agreements that contain a variety of representations and warranties and provide for general indemnification.

The Company’s exposure under these agreements is unknown because they involve claims that may be made against the Company in the future.

To date, the Company has not paid any claims or been required to defend any action related to its indemnification obligations.

However, the Company may record charges in the future as a result of these indemnification obligations.

In accordance with the indemnification agreements entered into with relevant individuals in accordance with the Company’s Articles of Association, the Company has indemnification obligations to its directors, officers and members of senior management for certain events or occurrences, subject to certain limits, while they are serving at the Company’s request in such capacity.

There have been no claims to date under these indemnification agreements, and the Company has director and officer insurance that may enable it to recover a portion of any amounts paid for future potential claims.

SME R&D tax credit

5 unchanged sentences

Should the uncertainty be resolved in the Company’s favor, this would result in a gain and accounted for a gain contingency under the scope of ASC 450.

Indemnification Agreements

In the normal course of business, the Company enters into contracts and agreements that contain a variety of representations and warranties and provide for general indemnification.

The Company’s exposure under these agreements is unknown because they involve claims that may be made against the Company in the future.

To date, the Company has not paid any claims or been required to defend any action related to its indemnification obligations.

However, the Company may record charges in the future as a result of these indemnification obligations.

Employee Benefit Plans

1 unchanged sentence

The Company expensed $ 3.6 million and $ 2.7 million in the years ended December 31, 2025 and 2024, respectively.

AUTOLUS THERAPEUTICS PLC

Notes to Consolidated Financial Statements — Continued

In the United States, the Company has established a defined contribution savings plan under Section 401(k) of the Internal Revenue Code.

6 unchanged sentences

Long-Lived Assets

Long-lived assets (excluding intangibles, deferred tax and financial instruments) were located as follows (in thousands):

Long-lived assets, which consist of property and equipment, net, and operating lease right-of-use assets, net, as reported in the Company’s consolidated balance sheets, were attributed to the following geographic areas (in thousands):

United Kingdom

$ 127,658 $ 104,160

United States of America

United States

Total Long-Lived Assets $ 128,503 $ 105,051

$ 105,051 $ 95,653

For the year ended December 31, 2025, the Company recognized an impairment of long-lived assets relating to the operating lease right-of-use assets and related property and equipment of $ 0.3 million related to a leased property in Enfield, United Kingdom.

For the year ended December 31, 2023, the Company recognized an impairment loss on operating lease right-of-use assets and related property and equipment of $ 0.4 million related to a leased property in Stevenage, United Kingdom.

For the year ended December 31, 2024, the Company recognized an impairment loss on operating lease right-of-use assets and related property and equipment of $ 0.4 million related to another leased property in Enfield, United Kingdom.

Revenue recognized by geographic area are disclosed in Note 3, “ Revenue ” .

AUTOLUS THERAPEUTICS PLC

Notes to Consolidated Financial Statements — Continued

Major customers

During the year ended December 31, 2024, 100 % of the Company’s license revenues were generated from BioNTech.

For the year ended December 31, 2023, 76 % and 20 % of the Company's license revenues were primarily generated from Cabaletta and an investee of Syncona Portfolio Limited, respectively.

Segment profit or loss

The table below is a summary of the segment profit or loss, including significant segment expenses (in thousands):

License Revenue

Total revenue, net

$ 75,388 $ 10,120

Less operating expenses:

Cost of sales

( 96,369 ) ( 11,387 )

Research and clinical development

9 unchanged sentences

Other income, net 515 220

Foreign exchange (losses) gains ( 989 ) 2,639

Foreign exchange gains (losses)

2,163 ( 989 )

Interest income 18,980 32,355

1 unchanged sentence

( 36,670 ) ( 9,294 )

Income tax (expense) benefit ( 1,528 ) 19

Income tax expense

( 1,972 ) ( 1,528 )

Segment and consolidated net loss $ ( 287,528 ) $ ( 220,662 )

1 unchanged sentence

research and development tax credits, depreciation, amortization and share-based compensation expenses.

AUTOLUS THERAPEUTICS PLC

Notes to Consolidated Financial Statements — Continued

Related Party Transactions

11 unchanged sentences

In addition, BioNTech has the right to nominate one director to the Board of Directors of the Company which BioNTech has not yet exercised.

As of December 31, 2024, the carrying amount of the BioNTech Liability was $ 36.5 million which included aggregated accrued interest expense and cumulative catch-up adjustment of $( 1.8 ) million for the year ended December 31, 2024.

As of December 31, 2025, the carrying amount of the BioNTech Liability was $ 43.5 million which included aggregated accrued interest expense and cumulative catch-up adjustment of $ 8.5 million and $ 1.8 million for the years ended December 31, 2025 and 2024, respectively.

Refer to Note 12, “Liabilities Related to Sales of Future Royalties and Milestones, Net” for further details.

AUTOLUS THERAPEUTICS PLC

Notes to Consolidated Financial Statements — Continued

Investee of Syncona Portfolio Limited

The Company entered into a collaboration agreement in 2020 with an investee of Syncona Portfolio Limited, a holder of more than 10 % of the Company's share capital.

The terms of the agreement include a non-refundable license fee, payments based upon achievement of clinical development and regulatory objectives, and royalties on product sales.

During the year ended December 31, 2023 , the Company received variable consideration arising from the achievement of a development milestone amounting to $ 0.4 million.

Consequently, the Company recognized license revenue of $ 0.4 million.

The Company did no t recognize any license revenue for the year ended December 31, 2024.

2024 Underwritten Offering

9 unchanged sentences

The Company evaluated subsequent events through March 27, 2026, the date on which these consolidated financial statements were is sued.

The Company has concluded that no subsequent event has occurred that requires disclosure.

The Company identified the following subsequent event that has occurred and requires disclosure:

On January 21, 2026, the Company, entered into a Master Service Agreement with AGC Biologics S.p.A (“AGC”) for the manufacture and supply of lentiviral vector (the “Agreement”), a raw material which is used in Company’s manufacture of CAR-T products for clinical and commercial use.

The Agreement replaces and supersedes the prior arrangement between the Company and AGC, pursuant to which AGC has provided similar products and services.

The Agreement sets forth the general terms and conditions applicable to AGC’s provision of products and services to the Company;

specific projects will be set forth in individual work orders executed separately by the parties.

The Agreement contains customary provisions regarding order placement and fulfillment, governance, regulatory support, change management, risk allocation, intellectual property, and confidentiality.

The Agreement runs for a fixed term of ten years , and may be terminated by either party for default, or by the Company upon written notice (subject, in the latter case, to the payment of certain fees by the Company).

The Agreement is non-exclusive with respect to each party.

However, under the Agreement and the initial statement of work thereunder, the Company has committed to purchase a minimum of 14 batches of lentiviral vector during the first two calendar years of the term, and to purchase a minimum value of EUR 25 million of products and services during the subsequent five-year period.

The Agreement also provides AGC with the first right to negotiate with the Company regarding the provision of new manufacturing activities in relation to obe-cel.

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

What changed 10-K

Item 9A. Controls and Procedures