Autolus Therapeutics plc 10-K

Item 9A. Controls and Procedures Disclosure Controls and Procedures We maintain “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, management recognizes that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a control system, misstatements due to error or fraud may occur and not be detected. Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of December 31, 2025. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of December 31, 2025, our disclosure controls and procedures were effective. 121 Table of contents Management’s Annual Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over our financial reporting. Exchange Act Rules 13a-15(f) and 15d-15(f) define this as a process designed by, or under the supervision of, our Chief Executive Officer and our Chief Financial Officer and effected by the Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with U.S. GAAP. Due to its inherent limitations, internal control over financial reporting may not prevent or detect all misstatements. 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, 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. Changes in 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 does not include an attestation report of our registered public accounting firm due to an exemption for “non-accelerated filers.” Item 9B. Other Information Insider Trading Arrangements 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; Mr. 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. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. 122 Table of contents PART III Item 10. Directors, Executive Officers and Corporate Governance The following table sets forth information regarding members of our senior management and our directors, including their ages as of March 27, 2026. There are no family relationships among any of our senior management or our directors. NAME AGE POSITION(S) Senior Management: Christian Itin, Ph.D. 61 Chief Executive Officer and Director Robert Dolski 56 Senior Vice President, Chief Financial Officer Alex Driggs 50 Senior Vice President, Legal Affairs and General Counsel 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 Alexander Swan 61 Senior Vice President, Chief Human Resources Officer Christopher Vann 61 Senior Vice President, Chief Operating Officer Matthias Will, M.D. 53 Senior Vice President, Chief Development Officer Christopher Williams, Ph.D. 46 Senior Vice President, Chief Business Development Officer Non-Executive Directors: Michael Bonney 67 Chairman of the Board of Directors Robert Azelby 58 Director Linda Bain 55 Director John Berriman 78 Director Cynthia Butitta 71 Director Robert Iannone, M.D., M.S.C.E. 59 Director Elisabeth Leiderman, M.D. 49 Director Ravi Rao, M.D. 58 Director Ryan Richardson 46 Director William Young, Ph.D. 81 Director Senior Management Christian Itin, Ph.D. has served as our Chief Executive Officer since March 2016 and as a director since October 2014. He served as Chairman of our board of directors from October 2014 to September 2021. Dr. 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 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. Itin served as president, chief executive officer and director of Micromet, Inc., a biopharmaceutical company, from 2006 until it was acquired by Amgen Inc. in 2012. From 1999 until 2006, he served in a number of capacities with Micromet, Inc.’s subsidiary, Micromet AG, including head of IP and licensing, vice president of business and corporate development, chief business officer and ultimately as its chief executive officer. Before joining Micromet, Dr. Itin was a co-founder of Zyomyx, a protein chip company. Dr. Itin also served as a non-executive director of Kymab Ltd., a privately held biopharmaceutical company, from 2012 until its sale to Sanofi in April 2021. Dr. Itin received a Diploma in Biology and a Ph.D. in Cell Biology from the University of Basel, Switzerland. In addition, he also performed post-doctoral research at the Biocenter of University of Basel and at the Stanford University School of Medicine. We believe that Dr. 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. 123 Table of contents 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 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. Mr. 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. Alex Driggs has served as our Senior Vice President, Legal Affairs and General Counsel since January 2024. He joined the Company in August 2018 as Vice President, Legal Affairs and General Counsel. Prior to joining Autolus, Mr. 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. Mr. Driggs began his legal career as an associate in the Life Sciences and Technology Transactions groups at Cooley LLP. He holds a J.D. from the New York University School of Law and an A.B. in Philosophy from Harvard University. 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. Mr. 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 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. Ms. Neville holds a B.S. 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. Ms. 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. Dr. 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. Dr. 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. 124 Table of contents Alexander Swan has served as our Chief Human Resources Officer since January 2023. Mr. Swan joined Autolus in May 2018 as our Vice President, Human Resources and was promoted to Senior Vice President, Human Resources in October 2021. Prior to joining Autolus, he was EMEA Head of Human Resources for Kite where he was responsible for all aspects of HR, ranging from talent management, organization development, policy and procedure development and compensation and benefits. Previously Mr. 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, preparing and enabling these companies for success. From 2004 to 2012 Mr. Swan was responsible for developing and leading all HR associated activities for Celgene in EMEA. He has also held a number of positions within local government and NHS, helping strategically with talent acquisition and organization development. Mr. Swan holds a master’s degree in law from the University of Leicester and is also a Fellow of the Chartered Institute of Personnel and Development. Christopher Vann has served as our Senior Vice President, Chief Operating Officer since October 2016. Prior to joining us, he worked at Hoffmann-La Roche’s Swiss headquarters from February 1994 to September 2016, most recently serving as its commercial director from December 2011 to September 2016 where he was primarily responsible for leading the lung cancer commercial team and general management of the Tarceva brand. Mr. 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 launching several oncology, immunology and transplant products in the United States, United Kingdom, Romania, Russia, South Africa and countries in Asia, including Japan. Mr. Vann holds a B.S. in Toxicology and Pharmacology from the School of Pharmacy, University of London. 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, 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. Will was in charge of clinical development at CytomX Therapeutics Inc. and held roles of increasing responsibility in clinical development at Gilead Sciences, Inc. and Novartis Oncology. Earlier in his career he served with McKinsey & Company, where he strategically advised clients in the pharmaceutical industry. Dr. 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 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. Dr. 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. Previously he worked at UCL Business where he led the establishment of strategic collaborations, licensing deals, new companies, and financing transactions across a portfolio of cell and gene therapies in oncology and rare diseases. Prior to that he served as non-executive director of Orchard Therapeutics Limited, another company he founded during his tenure at UCL Business, and has worked in business development roles at Thiologics, Canbex and Eli Lilly. He has also worked in research roles at GSK, Inpharmatica and Imperial College London. 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 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. Mr. Bonney previously served as the Chair of the board of directors of Kaleido Biosciences, Inc., a biotechnology company, from June 2017 until August 2021. Between August 2018 and October 2020, he served as Kaleido’s Executive Chair and served as Kaleido’s Chief Executive Officer from June 2017 until August 2018. Mr. Bonney was a Partner at Third Rock Ventures, a healthcare venture firm, from January to July 2016. Mr. Bonney previously served as the Chief Executive Officer and a member of the board of directors of Cubist Pharmaceuticals, Inc., a biopharmaceutical company (now a wholly owned subsidiary of Merck & Co., Inc.), from June 2003 until his retirement in December 2014. From January 2002 to June 2003, he served as Cubist’s President and Chief Operating Officer. Mr. 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 Corpoartion (which was acquired by Bristol-Myers Squibb), Syros Pharmacetuicals, Inc. and Sarepta Therapeutics, Inc. Mr. Bonney holds a B.A. in economics from Bates College. We believe that Mr. 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. 125 Table of contents Robert Azelby has served as a director since January 2024. Mr. Azelby served as President and Chief Executive Officer of Eliem Therapeutics, Inc., a biopharmaceutical company, from October 2020 to February 2023. Prior to Eliem, he served as the Chief Executive Officer of Alder BioPharmaceuticals, Inc. from June 2018 until its acquisition by H. Lundbeck A/S in October 2019. Mr. Azelby previously served as Executive Vice President, Chief Commercial Officer of Juno Therapeutics, Inc. from 2015 through its acquisition by Celgene in March 2018. Earlier, during a 15-year tenure at Amgen, Mr. 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, of Cardinal Health since March 2024, and of Terns Pharmaceuticals since February 2025. Mr. Azelby previously served on the Board of Directors of Chinook Therapeutics Inc. between April and August 2023, Clovis Oncology Inc. from October 2018 until July 2023, Eliem Therapeutics Inc. from October 2020 until February 2023, Alder BioPharmaceuticals Inc. from June 2018 until November 2019, and Immunomedics, Inc. from February 2020 to October 2020. 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. Azelby is qualified to serve on our board of directors because of his broad experience in our industry, his commercial and management background and his track record of effective leadership. Linda Bain has served on our board of directors since June 2018. 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. since June 2020, Hemab Therapeutics since January 2022, and VBI Vaccines, Inc. between July 2021 and September 2022. Prior to joining Mariana Oncology, Ms. Bain served as the chief financial officer of Codiak BioSciences, Inc. between December 2015 and April 2023 and chief financial officer and treasurer of Avalanche Biotechnologies, Inc. from April 2014 until November 2015. Previously, Ms. Bain served at bluebird bio, Inc., a gene therapy biotechnology company, as vice president of finance and business operations from October 2011 to March 2014, and chief accounting officer and treasurer from June 2013 to March 2014. From September 2008 to September 2011, Ms. Bain served as vice president of finance at Genzyme Corporation. From September 2007 to September 2008, she served as vice president at Fidelity Investments, and from May 2000 to September 2007, she held a number of positions at AstraZeneca plc. She received her B.S. in Accounting and Business Administration and an Honors Degree in Accounting and Business Administration from the University of the Free State in South Africa. Ms. Bain is a certified public accountant. We believe that Ms. Bain is qualified to serve on our board of directors because of her extensive experience in our industry, her background in accounting and finance and her leadership skills. John Berriman has served on our board of directors since August 2014. 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. Prior to that, Mr. Berriman spent 14 years with Celltech Group plc and was a member of its board when it listed on the London Stock Exchange in 1994. He holds a Master’s degree in Chemical Engineering from the University of Cambridge and an M.B.A. from the London Business School. We believe that Mr. Berriman is qualified to serve on our board of directors because of his extensive experience in our industry, including his strategic management and operational experience, his experience serving on public company boards and his experience with public offerings, private investments and mergers. Cynthia Butitta has served on our board of directors since March 2018. Ms. Butitta served as the executive vice president and Chief Financial Officer of Kite Pharma Inc., a biopharmaceutical company, from January 2014 to May 2016 and as its chief operating officer from March 2014 to September 2017. From May 2011 to December 2012, she served as senior vice president and Chief Financial Officer at NextWave Pharmaceuticals, Inc., a specialty pharmaceutical company. Prior to that, Ms. Butitta served as Chief Operating Officer of Telik, Inc., a biopharmaceutical company, from March 2001 to December 2010 and as its chief financial officer from August 1998 to December 2010. Ms. Butitta also served as principal accounting officer of Telik, Inc. until December 2010. She has served as a member of the board of directors of UroGen Pharma Ltd. since October 2017, Olema Pharmaceuticals Inc. since August 2020 and Century Therapeutics from February 2021 until August 2025. Ms. Butitta holds a B.S. with honors in Business and Accounting from Edgewood College in Madison, Wisconsin and an M.B.A. in Finance from the University of Wisconsin, Madison. We believe that Ms. 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. 126 Table of contents 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. From April 2018 until May 2019, Dr. Iannone served as Head of Research and Development and Chief Medical Officer of Immunomedics, Inc., a biopharmaceutical company. Prior to that, from July 2014 to April 2018, Dr. Iannone served in the roles of Senior Vice President and Head of Immuno-oncology, Global Medicines Development and the Global Products Vice President at AstraZeneca plc, a global science-led biopharmaceutical company. From 2004 to 2014, Dr. Iannone served in management roles at Merck Co., Inc., a global biopharmaceutical company, culminating in his role as Executive Director and Section Head of Oncology Clinical Development. 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. Dr. 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. Dr. Iannone received a B.S. from The Catholic University of America, an M.D. 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. 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 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 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. Prior to Complexa, Dr. Leiderman was Senior Vice President, Head of Corporate Development at Fortress Biotech from November 2016 to November 2019. Earlier in her career, from 2007 to 2016, Dr. Leiderman developed her transaction and capital markets expertise in the healthcare investment banking groups at Nomura, Credit Suisse, Jefferies and UBS. Dr. Leiderman began her career in medical affairs at AstraZeneca, where she analyzed product and industry trends related to the central nervous system. Dr. Leiderman earned an M.D. from the Sackler School of Medicine at Tel Aviv University, an M.B.A. from The Wharton School at the University of Pennsylvania and a B.A. from The University of Pennsylvania. We believe that Dr. 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. Ravi Rao, M.D,. joined our Board in April 2024. He currently serves as Chief Medical Officer of Sitryx Therapeutics, having joined the company in April 2022. He was previously Chief Medical Officer at Oxford Biomedica, between April 2022 and November 2023, and Head of Research and Development and Chief Medical Officer at Swedish Orphan Biovitrum, where he led the development of several medicines in rare diseases across immunology and hematology, between September 2020 and February 2022. Before that, he worked at Roche Genentech and GlaxoSmithKline. Dr. Rao serves as a Board Member for DBV Technologies SA. Dr. Rao is an accredited rheumatologist and was an academic physician-scientist at Imperial College (London). He is a Member of the Royal College of Physicians, London and an Honorary Member of the Faculty of Pharmaceutical Medicine. He received his MB. BChir from Cambridge University and his Ph.D. in vascular biology from Imperial College, completing a postdoctoral fellowship at Harvard Medical School. We believe that Dr. 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. R. Bosch Fellowship and a recipient of the 2018 Eisenhower Zhi-Xing Fellow in China. Mr. 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. 127 Table of contents William D. Young, Ph.D. 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. Dr. 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. Prior to Genentech, Dr. Young was at Eli Lilly and Company for fourteen years. Dr. 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 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. Dr. 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. He is the founder of the Young Institute for the Advanced Manufacturing of Pharmaceuticals at Purdue University and a member of the Institute’s Advisory Counsel. We believe that Dr. Young is qualified to serve on our board of directors because of his extensive experience in the life sciences industry. Code of Ethics We have adopted a Code of Business Conduct and Ethics, or the Code of Ethics, that is applicable to all of our employees, officers and directors and is available on our website at https://www.autolus.com/investor-relations/corporate-governance/documents-charters. Information contained on, or that can be accessed through, our website does not constitute a part of this report and is not incorporated by reference herein. If we make any amendment to the Code of Ethics or grant any waivers, including any implicit waiver, from a provision of the Code of Ethics, we will disclose the nature of such amendment or waiver on our website to the extent required by the rules and regulations of the SEC. Insider Trading Policy 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 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 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. Iannone, Leiderman, Rao and Young, Mses. Butitta and Bain and Messrs. 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. At each annual general meeting of shareholders, the directors whose terms expire will retire and are eligible for re-appointment by ordinary resolution at such annual general meeting. At each annual general meeting, the successors to directors whose terms then expire or the directors who have been re-appointed will be elected to serve from the time of election and qualification until the third annual meeting following election. Our directors are divided among the three classes as follows: • 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; 128 Table of contents • Class III, which consists of Christian Itin, Cynthia Butitta, Linda Bain and William Young, whose terms will expire at our 2027 annual general meeting. Each director shall serve until his or her successor is duly elected and qualified or until his or her earlier death, resignation or removal. Committees of Our Board of Directors Our board of directors has four standing committees: an audit committee, a compensation committee, a nominating and corporate governance committee, and a research and development committee. The board has adopted a written charter for each of the committees below that is available to shareholders on our website at http://www.autolus.com/investor-relations/corporate-governance. Audit Committee The audit committee is composed of Ms. Bain (chair), Mr. Azelby, Ms. Butitta, and Dr. Leiderman, and assists the board of directors in overseeing our accounting and financial reporting processes. The audit committee consists exclusively of members of our board who are financially literate, and our board of directors has determined that Ms. Bain is an “audit committee financial expert” as defined by applicable SEC rules and has the requisite financial sophistication as defined under the applicable Nasdaq rules and regulations. Our board of directors has determined that each member of the audit committee is an independent director under Nasdaq listing rules and under Rule 10A-3 under the Exchange Act. Our audit committee meets at least four times per year and oversees and reviews our internal controls, accounting policies and financial reporting, and provides a forum through which our independent registered public accounting firm reports. Our audit committee meets regularly with our independent registered public accounting firm without management present. The primary functions of the audit committee include: • recommending the appointment of the independent auditor to shareholders for approval at the general meeting of shareholders; • the appointment, compensation, retention and oversight of any accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit services; • pre-approving the audit services and non-audit services to be provided by our independent auditor before the auditor is engaged to render such services; • evaluating the independent auditor’s qualifications, performance and independence, and presenting its conclusions to the full board of directors on at least an annual basis; • reviewing and discussing with management and our independent registered public accounting firm our financial statements and our financial reporting process; and • reviewing, approving or ratifying any related party transactions. Compensation Committee The compensation committee is composed of Mr. Berriman (chair), Ms. Butitta and Mr. Bonney. 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. Although foreign private issuers are not required to meet this heightened standard, all of our compensation committee members meet this heightened standard. The primary functions of the compensation committee include: • identifying, reviewing, overseeing and proposing policies relevant to the compensation and benefits of our directors and senior management; • evaluating the performance of senior management in light of such policies and reporting to the board; and • overseeing and administering our share option plan, equity incentive plan and other benefit plans in operation from time to time. Nominating and Corporate Governance Committee The nominating and corporate governance committee is composed of Mr. Young (chair), Mr. Azelby and Ms. Bain. The primary functions of the nominating and corporate governance committee include: • drawing up selection criteria and appointment procedures for directors; • recommending nominees for appointment to our board of directors and its corresponding committees; and • assessing the functioning of individual members of our board of directors and management and reporting the results of such assessment to the full board of directors. 129 Table of contents Research and Development Committee The research and development committee is composed of Drs. Iannone (chair), Itin, Rao and Young. The primary functions of the research and development committee include: • overseeing our scientific, technical, research and development strategy, and the implementation thereof; • advising our board of directors and management regarding program prioritization, clinical development strategy, regulatory strategy and interactions, intellectual property, product manufacture and supply, and related matters; and • reviewing and assessing business development opportunities related to research collaborations, licensing or strategic transactions. Corporate Governance. We qualify as a “Foreign Private Issuer,” as defined in Rule 3b-4 under the Exchange Act. As a result, in accordance with Nasdaq listing requirements, we may rely on home country governance requirements and certain exemptions thereunder rather than complying with Nasdaq corporate governance standards. Although we have voluntarily chosen to file registration statements, periodic reports and current reports on U.S. domestic issuer forms, we will maintain our status as a foreign private issuer. While we voluntarily follow most Nasdaq corporate governance rules, we may choose to take advantage of limited exemptions from the following: • U.S. federal proxy rules pursuant to Section 14 of the Exchange Act and Regulations 14A and 14C thereunder; • Regulation FD; • 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; and • the requirement to have independent director oversight of director nominations. We intend to follow U.K. corporate governance practices in lieu of Nasdaq corporate governance requirements as follows: • We do not intend to follow Nasdaq Rule 5620(c) regarding quorum requirements applicable to meetings of shareholders. Such quorum requirements are not required under English law. In accordance with generally accepted business practice, our Articles of Association provide alternative quorum requirements that are generally applicable to meetings of shareholders. • We do not intend to follow Nasdaq Rule 5605(b)(2), which requires that independent directors regularly meet in executive sessions where only independent directors are present. Our independent directors may choose to meet in executive sessions at their discretion. Although we may rely on certain home country corporate governance practices, we must comply with Nasdaq’s Notification of Noncompliance requirement (Nasdaq Rule 5625) and the Voting Rights requirement (Nasdaq Rule 5640). Further, we must have an audit committee that satisfies Nasdaq Rule 5605(c)(3), which addresses audit committee responsibilities and authority and requires that the audit committee consist of members who meet the independence requirements of Nasdaq Rule 5605(c)(2)(A)(ii). We intend to take all actions necessary for us to maintain compliance as a foreign private issuer under the applicable corporate governance requirements of the Sarbanes-Oxley Act, the rules adopted by the SEC and Nasdaq listing rules. Accordingly, our shareholders will not have the same protections afforded to shareholders of companies that are subject to all of the corporate governance requirements of Nasdaq. Item 11. Executive Compensation As a foreign private issuer, we are permitted by Item 402(a)(i) of Regulation S-K to respond to this Item 11 by providing the information required by Items 6.B. and 6.E.2 of Form 20-F. Accordingly, we are not required to disclose executive compensation according to the requirements of Regulation S-K that are applicable to U.S. domestic issuers. The following discussion provides the amount of compensation paid, and benefits in-kind granted, by us and our subsidiaries to our directors, members of our senior management and non-employee directors for services in all capacities to us and our subsidiaries for the year ended December 31, 2025, as well as the amount contributed by us or our subsidiaries into money purchase plans for the year ended December 31, 2025 to provide pension, retirement or similar benefits to, our directors, members of our senior management and non-employee directors. 130 Table of contents Director Compensation For the year ended December 31, 2025, the table below sets forth the compensation paid to our directors. In the case of Dr. Itin, our Chief Executive Officer, the table below sets forth the compensation paid to him for services as a member of our senior management. He does not receive any compensation for serving as an executive director. All such amounts are established and paid in pounds sterling. Name Salary/Fees Annual Bonus Pension Benefit All Other Compensation Total Christian Itin, Ph.D. Executive Director £ 500,000 £ 367,500 £ — £ 1,134,476 £ 2,001,976 Michael Bonney* Chairman of the Board £ 59,951 £ — £ — £ 216,435 £ 276,386 Joseph Anderson, Ph.D.** Non-Executive Director £ 21,364 £ — £ — £ 24,185 £ 45,549 Robert Azelby Non-Executive Director £ 44,083 £ — £ — £ 176,685 £ 220,768 Linda Bain Non-Executive Director £ 51,417 £ — £ — £ 102,808 £ 154,225 John Berriman Non-Executive Director £ 44,417 £ — £ — £ 102,808 £ 147,225 Cynthia Butitta Non-Executive Director £ 45,917 £ — £ — £ 102,808 £ 148,725 Robert Iannone, M.D., M.S.C.E Non-Executive Director £ 44,750 £ — £ — £ 102,808 £ 147,558 Elisabeth Leiderman, M.D. Non-Executive Director £ 40,083 £ — £ — £ 159,585 £ 199,668 Martin Murphy, Ph.D.*** Non-Executive Director £ 30,561 £ — £ — £ 24,185 £ 54,746 Ravi Rao, M.D. 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 * Mr. Bonney was appointed as a member of the Compensation committee effective July 9, 2025. ** Dr. 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. *** Dr. 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. **** Mr. 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 Non-executive directors are engaged on letters of appointment that set out their duties and responsibilities. The non-executive directors do not receive benefits upon termination or resignation from their respective positions as directors. Non-Executive Director Compensation Policy 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. These retainers are payable in arrears in twelve equal monthly installments at the end of each calendar month, provided that the amount of such payment will be prorated for any portion of such month that the director is not serving on our board. Non-executive directors residing outside the U.K. will be paid the applicable amounts converted from pounds sterling into a currency of their request at the time of payment. We will also reimburse our directors for their reasonable out-of-pocket expenses in connection with attending board and committee meetings. 131 Table of contents 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 ( £) Annual retainer for board of director chair 58,000 Annual retainer for board of director member 33,000 Additional retainer for audit committee chair 15,000 Additional retainer for audit committee member 7,500 Additional retainer for compensation committee chair 12,000 Additional retainer for compensation committee member 6,000 Additional retainer for nominating and governance committee chair 8,000 Additional retainer for nominating and governance committee member 4,000 Additional retainer for research and development committee chair 12,000 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 In addition to cash compensation, each non-executive director is eligible to receive share options under our equity incentive plans. Any share options granted under this policy shall have a term of ten years from the date of grant, subject to earlier termination in connection with a termination of service. Vesting schedules for equity awards are subject to the non-executive director’s continuous service on each applicable vesting date. Notwithstanding any vesting schedule, for each non-executive director who remains in continuous service with us until immediately prior to the closing of a change in control (as such term is defined in our 2018 Plan), the shares subject to his or her then-outstanding initial or annual equity awards that were granted pursuant to this policy will become fully vested immediately prior to the closing of such change in control. Upon the termination of the membership of the non-executive director on the board for any reason, his or her options granted under this policy shall remain exercisable for three months following his or her date of termination (or such longer period as the board may determine in its discretion on or after the date of grant of such options). Initial Award 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. Similarly, a non-executive director who, in connection with their initial appointment to the board, is designated to serve as chair of a committee of the board shall receive an option to purchase 25,000 of our ADSs on the date of such appointment, which will vest in equal monthly installments through the third anniversary of the grant date. Annual Awards 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. 132 Table of contents Senior Management Compensation The compensation for each member of our executive management comprises the following elements: base salary, annual bonus, personal benefits, pension or 401(k) plan and long-term incentives. 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. Management Incentive Compensation Plan In May 2016, the board of directors adopted the Management Incentive Compensation Plan, which it amended in October 2024 to reflect additional management tiers added since the plan's inception. The Management Incentive Compensation Plan is designed to offer annual incentive compensation to our members of senior management and managers by rewarding the achievement of corporate goals and specifically measured personal goals that are consistent with and support the achievement of the corporate goals. The key terms of the Management Incentive Compensation Plan are summarized below. Administration and Eligibility Our Chief Executive Officer is responsible for the administration of the Management Incentive Compensation Plan; however, the compensation committee of the board of directors is responsible for approving any incentive awards to our Chief Executive Officer and other members of our senior management. In order to be eligible to receive an incentive award under the Management Incentive Compensation Plan, an individual must have been employed with us for at least three consecutive months during a plan year, which runs from January 1 to December 31, and must achieve a rating of at least 75% of his or her personal goal. For the year ended December 31, 2025 the compensation committee of our board of directors determined that our corporate goals were achieved at a level of 105%. Pursuant to the terms of the Management Incentive Compensation Plan, our Chief Executive Officer and executive director will receive an incentive award of £367,500, based on his target bonus percentage of 74%, an overall goal achievement level of 105%, and his base salary of £500,000. Form and Determination of Incentive Awards Incentive award payments may be made in cash, or, at the discretion of the compensation committee and subject to the approval of our board of directors, through the issuance of equity. An individual’s potential incentive award is calculated by multiplying their base salary as of the end of the plan year by the participant’s “target award multiplier”, which is a percentage ranging from 5% to 70%. The resulting amount is then divided between a corporate component and an individual component based on the weighting assigned for the individual’s management level. After the end of the plan year, the actual achievement of the corporate and individual goals is determined, each expressed as a percentage of complete achievement, resulting in the calculation of the individual’s total incentive award. Annual performance reviews for participants in the Management Incentive Compensation Plan are completed following the end of the applicable plan year, with payment of incentive awards made as soon as practicable thereafter. Termination of Employment If a participant in the Management Incentive Compensation Plan gives or receives notice of termination or his or her employment is terminated prior to the payment of an incentive award under the Management Incentive Compensation Plan, our board of directors has discretion as to whether or not to pay an incentive award and whether to pay the full amount of the incentive award or a portion thereof. Amendment Our board of directors may abolish or alter the Management Incentive Compensation Plan at any time before, during or after a plan year is completed. Senior Management Employment Arrangements We have entered into arrangements with members of our senior management to grant restricted shares that are subject to vesting and a repurchase right in favor of us in the event the individual terminates his or her employment prior to the vesting date. 133 Table of contents In order to align the interests of our executive management with our shareholders, members of our executive management are eligible to receive share-based awards pursuant to our equity incentive plans. The amount of the awards will generally be subject to the discretion of our board of directors and our compensation committee. 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 2018 Plan or 2025 Inducement Plan during the year ended December 31, 2025. Name Ordinary Shares Underlying Option Exercise Price Grant Date Expiration Date 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. 275,000 $ 1.89 3/14/2025 3/14/2035 Matthias Will, M.D. 250,000 $ 1.89 3/14/2025 3/14/2035 Non-Executive Directors Michael Bonney 80,000 $ 2.32 6/26/2025 6/26/2035 Robert Azelby 80,000 $ 2.32 6/26/2025 6/26/2035 Linda Bain 80,000 $ 2.32 6/26/2025 6/26/2035 John Berriman 80,000 $ 2.32 6/26/2025 6/26/2035 Cynthia Butitta 80,000 $ 2.32 6/26/2025 6/26/2035 Robert Iannone, M.D., M.S.C.E. 80,000 $ 2.32 6/26/2025 6/26/2035 Elisabeth Leiderman, M.D. 80,000 $ 2.32 6/26/2025 6/26/2035 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 * Mr. Brochu stepped down as Chief Technical Officer effective November 12, 2025. He will continue as a strategic advisor to the Company. ** Mr. McIIvenny joined the senior management team effective November 7, 2025. *** Ms. Piccina joined the senior management team effective September 1, 2025. **** Mr. Richardson joined the board of directors effective December 1, 2025. 134 Table of contents Name Ordinary Shares Underlying Restricted Stock Unit Fair Value at Grant Date Total Fair Value Grant Date Senior Management Cintia Piccina* 80,000 $ 1.50 120,000 9/1/2025 * Ms. 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. No share options were exercised by any members of our board of directors and senior management during the year ended December 31, 2025. Equity Incentive Plans We have granted equity securities under a share option plan and an equity incentive plan, which are summarized below. 2017 Share Option Plan In 2017, our board of directors and shareholders approved the 2017 Plan to provide equity incentives to certain eligible employees and directors, consultants and advisors. The 2017 Plan provided for the grant of potentially tax-favored Enterprise Management Incentives (“EMI”), options to our U.K. employees and for the grant of options to our U.S. employees. The 2017 Plan terminated in connection with our IPO; accordingly, as of September 30, 2018, there were no shares available for future grants under the 2017 Plan. Options previously granted pursuant to the 2017 Plan and that are currently outstanding remain subject to the terms of the 2017 Plan. 2018 Equity Incentive Plan The 2018 Plan was approved by our board of directors and shareholders in June 2018 and became effective as of our IPO. The 2018 Plan allows for the grant of equity-based incentive awards to our employees and directors, including directors who are also our employees. Except where the context indicates otherwise, references hereunder to our ordinary shares shall be deemed to include a number of ADSs equal to the number of ordinary shares. The material terms of the 2018 Plan are summarized below: Eligibility and Administration Our employees and directors, and employees and consultants of our subsidiaries, referred to as service providers are eligible to receive awards under the 2018 Plan. The 2018 Plan is administered by our board of directors, which may delegate its duties and responsibilities to one or more committees of our directors and/or officers (referred to as the plan administrator below), subject to certain limitations imposed under the 2018 Plan, and other applicable laws and stock exchange rules. Our board of directors has delegated concurrent authority to administer the 2018 Plan to the compensation committee. The plan administrator has the authority to take all actions and make all determinations under the 2018 Plan, to interpret the 2018 Plan and award agreements and to adopt, amend and repeal rules for the administration of the 2018 Plan as it deems advisable. The plan administrator also has the authority to determine which eligible service providers receive awards, grant awards, set the terms and conditions of all awards under the 2018 Plan, including any vesting and vesting acceleration provisions, and designate whether such awards will cover our ordinary shares or ADSs, subject to the conditions and limitations in the 2018 Plan. Shares Available for Awards The maximum number of ordinary shares that may be issued under our 2018 Plan was initially 3,281,622 shares, which consisted of 3,025,548 ordinary shares under the 2018 Plan at the time of its adoption and 256,074 ordinary shares that remained available for future grants under the 2017 Plan at the time of its termination. Additionally, 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 30 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. As of December 31, 2025, 43,588,669 ordinary shares may be issued under the 2018 Plan, of which 13,103,045 ordinary shares were available for future grant as of that date. If an award under the 2018 Plan, or any prior equity incentive plan, expires, lapses or is terminated, exchanged for cash, surrendered, repurchased, canceled without having been fully exercised or forfeited, any unused shares subject to the award will, as applicable, become or again be available for new grants under the 2018 Plan. Awards granted under the 2018 Plan in substitution for any options or other equity or equity-based awards granted by an entity before the entity’s merger or consolidation with us or our acquisition of the entity’s property or stock will not reduce the shares available for grant under the 2018 Plan, but will count against the maximum number of shares that may be issued upon the exercise of incentive options. 135 Table of contents Awards The 2018 Plan provides for the grant of options, share appreciation rights (“SARs”), restricted shares, dividend equivalents, restricted share units (“RSUs”), and other share-based awards. All awards under the 2018 Plan will be set forth in award agreements, which will detail the terms and conditions of awards, including any applicable vesting and payment terms, change of control provisions and post-termination exercise limitations. A brief description of each award type follows. Options and SARs . Options provide for the purchase of our ordinary shares in the future at an exercise price set on the grant date. SARs entitle their holder, upon exercise, to receive from us an amount equal to the appreciation of the shares subject to the award between the grant date and the exercise date. The plan administrator will determine the number of shares covered by each option and SAR, the exercise price of each option and SAR and the conditions and limitations applicable to the exercise of each option and SAR. Restricted Shares and RSUs . Restricted shares are an award of nontransferable ordinary shares that remain forfeitable unless and until specified conditions are met and which may be subject to a purchase price. RSUs are contractual promises to deliver our ordinary shares in the future, which may also remain forfeitable unless and until specified conditions are met and may be accompanied by the right to receive the equivalent value of dividends paid on our ordinary shares prior to the delivery of the underlying shares. The plan administrator may provide that the delivery of the shares underlying RSUs will be deferred on a mandatory basis or at the election of the participant. The terms and conditions applicable to restricted shares and RSUs will be determined by the plan administrator, subject to the conditions and limitations contained in the 2018 Plan. Other Share-Based Awards . Other share-based awards are awards of fully vested ordinary shares and other awards valued wholly or partially by referring to, or otherwise based on, our ordinary shares or other property. Other share-based awards may be granted to participants and may also be available as a payment form in the settlement of other awards, as standalone payments and as payment in lieu of compensation to which a participant is otherwise entitled. The plan administrator will determine the terms and conditions of other share-based awards, which may include any purchase price, performance goal, transfer restrictions and vesting conditions. Performance Criteria The plan administrator may select performance criteria for an award to establish performance goals for a performance period. Certain Transactions In connection with certain corporate transactions and events affecting our ordinary shares, including a change of control, another similar corporate transaction or event, another unusual or nonrecurring transaction or event affecting us or our financial statements or a change in any applicable laws or accounting principles, the plan administrator has broad discretion to take action under the 2018 Plan to prevent the dilution or enlargement of intended benefits, facilitate the transaction or event or give effect to the change in applicable laws or accounting principles. This includes canceling awards for cash or property, accelerating the vesting of awards, providing for the assumption or substitution of awards by a successor entity, adjusting the number and type of shares subject to outstanding awards and/or with respect to which awards may be granted under the 2018 Plan and replacing or terminating awards under the 2018 Plan. In addition, in the event of certain non-reciprocal transactions with our shareholders, the plan administrator will make equitable adjustments to the 2018 Plan and outstanding awards as it deems appropriate to reflect the transaction. Plan Amendment and Termination Our board of directors may amend or terminate the 2018 Plan at any time; however, no amendment, other than an amendment that increases the number of shares available under the 2018 Plan, may materially and adversely affect an award outstanding under the 2018 Plan without the consent of the affected participant and shareholder approval will be obtained for any amendment to the extent necessary to comply with applicable laws. Further, the plan administrator cannot, without the approval of our shareholders, amend any outstanding option or SAR to reduce its price per share or cancel any outstanding option or SAR in exchange for cash or another award under the 2018 Plan with an exercise price per share that is less than the exercise price per share of the original option or SAR. The 2018 Plan will remain in effect until the tenth anniversary of its effective date unless earlier terminated by our board of directors. No awards may be granted under the 2018 Plan after its termination. Transferability and Participant Payments Except as the plan administrator may determine or provide in an award agreement, awards under the 2018 Plan are generally non-transferable, except by will or the laws of descent and distribution, or, subject to the plan administrator’s consent, pursuant to a domestic relations order, and are generally exercisable only by the participant. With regard to tax withholding obligations arising in connection with awards under the 2018 Plan, and exercise price obligations arising in connection with the exercise of options under the 2018 Plan, the plan administrator may, in its discretion, accept cash, wire transfer or cheque, our ordinary shares that meet specified conditions, a promissory note, a “market sell order,” such other consideration as the plan administrator deems suitable or any combination of the foregoing. 136 Table of contents Non-U.S. Participants The plan administrator may modify awards granted to participants who are non-U.S. nationals or employed outside the United States or establish sub-plans or procedures to address differences in laws, rules, regulations or customs of such foreign jurisdictions. U.S. Taxpayers Awards may be granted under the 2018 Plan to U.S. taxpayers. 2018 Non-Employee Sub Plan The 2018 Non-Employee Sub Plan will govern equity awards granted to our non-executive directors and our service providers. The 2018 Non-Employee Sub Plan was adopted under the 2018 Plan and provides for equity- and cash-based awards to be made on identical terms to awards made under our 2018 Plan. 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. Clawbacks As a U.S. 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. Additionally, we have implemented a Dodd-Frank Act-compliant clawback policy, as required by the SEC rules. 137 Table of contents Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The following table sets forth information with respect to the beneficial ownership of our ordinary shares as of March 1, 2026 by: • each beneficial owner of 5% or more of our outstanding ordinary shares; • each of our current directors and each member of our senior management; and • all of our directors and senior management as a group. Beneficial ownership is determined in accordance with the rules of the SEC. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities and include ordinary shares that can be acquired within 60 days of March 1, 2026. These ordinary shares, however, are not included in the computation of the percentage ownership of any other person. 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 o wned by them, subject to applicable community property laws. The information is not necessarily indicative of beneficial ownership for any other purpose. Except as otherwise indicated, the addresses of the persons listed in the table is c/o Autolus Therapeutics plc, 191 Wood Lane, White City, London W12 7FP, U.K. NAME OF BENEFICIAL OWNER Number of Ordinary Shares Beneficially Owned (#) Percent of Ordinary Shares Beneficially Owned (%) 5% or Greater Shareholders: 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 % 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 % PPF Capital Partners Fund B.V. (7) 14,782,275 5.6 % Senior Management and Directors: Christian Itin, Ph.D. (8) 3,298,084 1.2 % Robert Dolski (9) 468,749 * Alex Driggs (10) 355,019 * Patrick McIlvenny (11) — * Cintia Piccina (12) — * Miranda Neville (13) 349,089 * Martin Pulé, MBBS (14) 672,116 * Alexander Swan (15) 785,832 * Christopher Vann (16) 1,123,041 * Matthias Will, M.D. (17) 283,333 * Christopher Williams, Ph.D. (18) 673,938 * Michael Bonney (19) 209,999 * Robert Azelby (20) 188,888 * Linda Bain (21) 339,730 * John Berriman (22) 470,362 * Cynthia Butitta (23) 355,428 * Robert Iannone, M.D., M.S.C.E. (24) 238,333 * Elisabeth Leiderman, M.D. (25) 191,110 * Ravi Rao, M.D. (26) 184,444 * Ryan Richardson (27) — * William Young, Ph.D (28) 283,333 * All directors and senior management as a group (21 persons) (29) 10,470,828 3.9 % * Represents beneficial ownership of less than one percent. 138 Table of contents (1) The information shown is based, in part, upon disclosures filed on a Schedule 13D on February 21, 2024 by BioNTech SE, "BioNTech". The number reported consists of 33,333,333 ADSs. The members of the Management Board consists of Prof. Ugur Sahin, M.D., Jens Holstein, Sean Marett, Dr. Sierk Poetting, Dr. Özlem Türeci, Ryan Richardson and James Ryan. The members of the Supervisory Board of BioNtech consist of Helmut Jeggle, Michael Motschmann, Baroness Nicola Blackwood, Prof. Anja Morawietz, Dr. Ulrich Wandschneider and Prof. Rudolf Staudigl. 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 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. Syncona Portfolio Limited is a wholly owned subsidiary of Syncona Holdings Limited, which, in turn, is a wholly controlled subsidiary of Syncona Limited, a publicly-listed company. Each of Syncona Holdings Limited and Syncona Limited may be deemed to have voting and dispositive power over the securities held by Syncona Portfolio Limited. Investment and voting decisions with respect to these securities are made by Syncona Portfolio Limited acting upon the recommendation of an investment committee of Syncona Investment Management Limited, also a subsidiary of Syncona Holdings Limited. The members of this investment committee consist of Roel Bulthuis and Christopher Hollowood. The address for Syncona Portfolio Limited is PO Box 273, Sir William Place, St Peter Port, Guernsey GY1 3RD, Channel Islands. (4) The information shown is based, in part, upon disclosures filed on a Schedule 13D/A on December 13, 2022 by Blackstone Inc. The number reported consists of (i) 20,485,611 ADSs and (ii) 3,265,306 warrants. Blackstone Life Sciences Associates V (CYM) L.L.C. (“Autobahn GP”) is the general partner of BXLS V – Autobahn L.P. (“BLXS V”). Blackstone Clarus GP L.L.C. is the general partner of Autobahn GP. The sole member of Blackstone Clarus GP L.L.C. is Blackstone Holdings I L.P. The general partner of Blackstone Holdings I L.P. is Blackstone Holdings I/II GP L.L.C. The sole member of Blackstone Holdings I/II GP L.L.C. is Blackstone Inc. The sole holder of the Series II preferred stock of Blackstone Inc. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly-owned by Blackstone’s senior managing directors and controlled by its founder, Stephen A. Schwarzman. The address of the principal business office of BLXS V and Autobahn GP is 101 Main Street, Suite 1210, Cambridge, MA 02142. The address of the principal business office of each of the other Blackstone entities and Mr. 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. The number reported consists of 15,000,000 ADSs. The address of the principal business office of Qatar Investment Authority is Ooredoo Tower (Building 14), Al Dafna Street (Street 801), Al Dafna (Zone 61), Doha, P.O. Box 23224, Qatar. (7) The information shown is based, in part, upon disclosures filed on a Schedule 13D on October 25, 2024 by PPF Capital Partners Fund B.V., PPF Group N.V. and Renata Kellnerova. The number reported consists of 14,782,275 ADSs. The principal shareholder of PPF Capital Partners Fund B.V. is PPF Group N.V., which is ultimately beneficially owned by Renata Kellnerova. The address of the principal office of each of PPF Group and PPF Capital is Strawinskylaan 933, 1077XX Amsterdam, The Netherlands. The address of the principal office of Renata Kellnerova is c/o PPF a.s., Evropská 2690/17, P.O. Box 177, 160 41 Prague 6, Czech Republic. (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) 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. (11) Consists of ordinary shares underlying options that are vested and exercisable within 60 days of March 1, 2026. (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. (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. (20) Consists of ordinary shares underlying options that are vested and exercisable within 60 days of March 1, 2026. (21) Consists of ordinary shares underlying options that are vested and exercisable within 60 days of March 1, 2026. (22) Consists of (i) 62,794 ordinary shares and (ii) 73,537 ordinary shares issuable upon conversion of restricted ordinary shares, and (iii) 324,031 ordinary shares underlying options that are vested and exercisable within 60 days of March 1, 2026. (23) Consists of (i) 10,000 ADSs and (ii) 355,428 ordinary shares underlying options that are vested and exercisable within 60 days of March 1, 2026. (24) Consists of ordinary shares underlying options that are vested and exercisable within 60 days of March 1, 2026. (25) Consists of ordinary shares underlying options that are vested and exercisable within 60 days of March 1, 2026. (26) Consists of ordinary shares underlying options that are vested and exercisable within 60 days of March 1, 2026. (27) Consists of ordinary shares underlying options that are vested and exercisable within 60 days of March 1, 2026. (28) Consists of ordinary shares underlying options that are vested and exercisable within 60 days of March 1, 2026. (29) Consists of (i) 10,000 ADSs, (ii) 62,794 ordinary shares, (iii) 1,259,955 ordinary shares issuable upon conversion of restricted ordinary shares, (iv) 190,603 ordinary shares issuable upon conversion of restricted stock units and (v) 8,902,320 ordinary shares underlying options that are vested and exercisable within 60 days of March 1, 2026. Significant Changes in Percentage Ownership The significant changes in the beneficial ownership percentage held by our major shareholders during the past three years result from our February 2021 and December 2022 follow-on offerings of ADSs, our February 2024 underwritten offering of ADSs, our sale of ADSs to Blackstone in November 2021 in connection with our Blackstone strategic collaboration agreement and our sale of ADSs to BioNTech in February 2024 in the BioNTech Private Placement, and the dilution resulting from these offerings. 139 Table of contents Voting Rights The voting rights of the principal shareholders do not differ from the voting rights of other shareholders. Shareholders in the United States As of December 31, 2025, assuming that all of our ordinary shares represented by ADSs are held by residents of the United States other than ADSs held by the entities set forth in the table above and certain other holders that we know to be non-residents of the United States, we estimate that approximately 41.0% of our outstanding ordinary shares (including ordinary shares underlying ADSs) were held in the United States by 61 holders of record. The actual number of holders is greater than these numbers of record holders, and includes beneficial owners whose ordinary shares are held in street name by brokers and other nominees. This number of holders of record also does not include holders whose shares may be held in trust by other entities. Equity Compensation Plan Information Plan Category Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) Weighted-average exercise price of outstanding options, warrants and rights (b) Number of securities remaining available for issuance under equity compensation plans (excluding securities reflected in column (a)) (c) Equity compensation plans approved by security holders: 29,683,735 (1) $4.23 (2) 16,103,045 (3) Equity plans not approved by security holders: 1,447,200 (4) $1.70 (5) 1,552,800 (6) Total 31,130,935 17,655,845 (1) Includes shares issuable upon exercise of outstanding options under the 2017 Share Option Plan and shares issuable upon exercise of outstanding options and issuable upon settlement of outstanding restricted stock units under the 2018 Equity Incentive Plan. (2) Gives effect to outstanding RSUs, which have no exercise price. 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. Item 13. Certain Relationships and Related Transactions, and Director Independence Policies and Procedures for Related Person Transactions We have adopted a related person transaction policy that sets forth our procedures for the identification, review, consideration and approval or ratification of related person transactions. For purposes of our policy only, a related person transaction is a transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships, in which we or any of our subsidiaries and any related person are, were or will be participants in which the amount involved exceeds $120,000 or which is unusual in its nature or conditions. Transactions involving compensation for services provided to us as an employee or director are not covered by this policy. A related person is any executive officer, director or beneficial owner of more than 5% of any class of our voting securities, including any of their immediate family members and any entity owned or controlled by such persons. For so long as we qualify as a foreign private issuer, a related person will be any: • enterprise that directly or indirectly controls or is controlled by or is under common control with us; • enterprise over which we have a significant influence or which has significant influence over us; • individual owning, directly or indirectly, an interest in our voting power that gives them significant influence over us, and close members of any such individual’s family; 140 Table of contents • persons having authority or responsibility for planning, directing or controlling our activities, including directors and senior management and close members of such individuals’ families; or • enterprise in which a substantial interest in our voting power is owned, directly or indirectly, by any person described above or over which such a person is able to exercise significant influence, including enterprises owned by our directors or major shareholders and enterprises that have a member of key management in common with us. If we cease to be a foreign private issuer, then, under our policy, a related person will be any: • person who is, or at any time since the beginning of our last fiscal year was, a director or member of senior management of us or a nominee to become a director of us; • security holder known by us to be the beneficial owner of more than 5% of any class of our voting securities; • immediate family member of any of the foregoing; and • firm, corporation or other entity in which any of the foregoing persons is an executive, partner or principal or similar control position or in which such person has a 5% or greater beneficial ownership interest. Under the policy, if a transaction has been identified as a related person transaction, including any transaction that was not a related person transaction when originally consummated or any transaction that was not initially identified as a related person transaction prior to consummation, our management must present information regarding the related person transaction to our audit committee, or, if audit committee approval would be inappropriate, to another independent body of our board of directors for review, consideration and approval or ratification. The presentation must include a description of, among other things, the material facts, the interests, direct and indirect, of the related persons, the benefits to us of the transaction and whether the transaction is on terms that are comparable to the terms available to or from, as the case may be, an unrelated third party or to or from employees generally. Under the policy, we will collect information that we deem reasonably necessary from each director, member of senior management and, to the extent feasible, significant shareholder to enable us to identify any existing or potential related person transactions and to effectuate the terms of the policy. In addition, under our Code of Ethics, our employees, members of senior management and directors have an affirmative responsibility to disclose any transaction or relationship that reasonably could be expected to give rise to a conflict of interest. Transactions with Our Principal Shareholders, Directors and Members of our Senior Management The following is a description of related party transactions we have entered into since January 1, 2024 with our directors, members of our senior management and holders of more than 5% of our outstanding voting securities and their affiliates, whom we refer to as our related persons, in which the amount involved exceeds $120,000 and that are material to us, other than the compensation arrangements we describe in Item 11. “Executive Compensation” Transactions with Entities Affiliated with BioNTech On February 6, 2024, we, through our wholly owned subsidiaries, Autolus Limited and Autolus Holdings (UK) Limited entered into a License and Option Agreement (the “License Agreement”) with BioNTech SE (“BioNTech”) pursuant to which we granted to BioNTech an exclusive, worldwide, sublicensable license (the “License”) to certain binders and to exploit products that express in vivo such binders (collectively, the “Binder Licensed Products”). In addition to the License, under the License Agreement we granted to BioNTech several time-limited options (the “Options”) to acquire additional rights to specified clinical-stage product candidates, binders and technologies, described in more detail below. In the event that all Options are fully exercised, we would be eligible to receive future 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 us for an increased revenue interest with respect to obe-cel as described below. License and Options In consideration for the License and the Options, BioNTech has made an initial payment to us of $10.0 million. We are eligible to receive milestone payments of up to $32 million in the aggregate upon the achievement of specified clinical development and regulatory milestones for each Binder Licensed Product that achieves such milestones. We are also eligible to receive a low single-digit royalty on net sales of Binder Licensed Products, subject to customary reductions, which reductions are subject to specified limits. The royalty will be increased if BioNTech, its affiliates or sublicensees commercialize a Binder Licensed Product in an indication and country in which we or our affiliates or licensees also commercialize a product containing the same binders. Under the License Agreement, BioNTech is solely responsible for, and has sole decision-making authority with respect to, at its own expense, the exploitation of Binder Licensed Products. 141 Table of contents Under the terms of the License Agreement, we have agreed to grant BioNTech the following time-limited Options: • an option to obtain exclusive rights to co-fund development costs of our development-stage programs AUTO1/22 and AUTO6NG, 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 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 our modules for activity enhancement, with a non-exclusive right, in certain agreed instances, to exploit products that include our modules for activity enhancement but do not express in vivo such modules (the “Activity Enhancement Option”); and • an option to obtain a non-exclusive worldwide license to exploit products that contain our safety switches (the “Safety Switch Option” and, together with the Binder Option and the Activity Enhancement Option, the “Technology Options”). 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. In exchange for our grant of rights to future revenues from the sales of obe-cel products, BioNTech made an upfront payment to us of $40 million. 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 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. 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"; and (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. 142 Table of contents 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 In connection with our February 2024 underwritten offering, certain of our related parties purchased our ADSs from the underwriters at the public offering price of $6.00 per ADSs, and on the same terms as other investors in registered direct offering. The following table summarizes purchases of ADS by our related parties: Related party ADSs purchased Total purchase price (in millions) Fidelity Management & Research Company, LLC (1) 5,808,333 $ 34.9 Deep Track Capital, LP (2) 3,750,000 $ 30.0 (1) Fidelity Management & Research Company, LLC was a holder of more than 5% of our share capital as of December 31, 2024. (2) Deep Track Capital, LP was a holder of more than 5% of our share capital as of December 31, 2024. Agreements with Our Senior Management and Directors We have entered into service agreements with the members of our senior management and non-executive directors. See Item 11, “Executive Compensation” These agreements contain customary provisions and representations, including confidentiality, non-competition, non-solicitation and inventions assignment undertakings by the members of our senior management. However, the enforceability of the non-competition provisions may be limited under applicable law. Indemnification Agreements We have entered into a deed of indemnity with each of our directors and members of our senior management. These agreements and our Articles of Association require us to indemnify our directors and senior management to the fullest extent permitted by law. Item 14. Principal Accountant Fees and Services 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, 2025 and 2024 (in thousands): Year Ended December 31, 2025 2024 Audit fees $ 1,728 $ 1,750 Audit-related fees 158 336 Total $ 1,886 $ 2,086 143 Table of contents Audit fees . Audit fees consisted of fees for the audit of our annual financial statements and other professional services provided in connection with the statutory and regulatory filings or engagements, including fees for the review of our interim financial information. Audit-related fees. Audit related fees include fees for assurance reporting on our current and historical financial information included in our SEC registration statements in connection with our follow-on capital raises and our at-the-market facility program, including services that generally only the independent accountant can reasonably provide such as comfort letters. Audit Committee Pre-Approval Policies and Procedures Our audit committee reviews and pre-approves the scope and the cost of audit services related to us and permissible non-audit services performed by the independent auditors, other than those for de minimis services which are approved by the audit committee prior to the completion of the audit. All of the services related to us provided by Ernst & Young LLP during the year ended December 31, 2025 were pre-approved by the audit committee. 144 Table of contents PART IV Item 15. Exhibit and Financial Statement Schedule 1. Financial Statements 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. 2. Financial Statement Schedules 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. 3. 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. EXHIBIT NUMBER DESCRIPTION OF EXHIBIT INCORPORATED BY REFERENCE SCHEDULE/ FORM FILE NUMBER EXHIBIT FILE DATE 3.1 Articles of Association of Autolus Therapeutics plc. Form F-1/A 333-224720 3.1 6/19/18 4.1 Deposit Agreement by and among the registrant, Citibank, N.A., as the Depositary bank and the holders and beneficial owners of ADSs issued thereunder. Form F-1/A 333-224720 4.1 6/19/18 4.2 Form of American Depositary Receipt (included in exhibit 4.1). Form F-1/A 333-224720 4.2 6/19/18 4.3 Description of Securities . Form 20-F 001-38547 2.4 3/3/20 4.4 Warrant issued to BXLS V – Autobahn L.P. dated November 6, 2021. Form 6-K 001-38547 99.3 11/8/21 10.1†# Supply Agreement, dated as of March 23, 2018, by and between the registrant and Miltenyi Biotec GmbH. Form F-1/A 333-224720 10.2 6/8/18 10.2†# Autolus Therapeutics plc 2018 Equity Incentive Plan. Form F-1/A 333-224720 10.3 6/19/18 10.3+ Non-employee Sub Plan to the Autolus Therapeutics plc 2018 Equity Incentive Plan. Form F-1/A 333-224720 10.4 6/19/18 10.4+ Form of Deed of Indemnity between the registrant and each of its members of senior management and directors. Form F-1/A 333-224720 10.6 6/8/18 10.5†# License Agreement, dated as of September 25, 2014 by and between the registrant and UCL Business Ltd., as amended on March 2, 2016, March 28, 2018. Form F-1/A 333-224720 10.1 6/8/18 10.6†# Amendment to License Agreement, dated as of September 25, 2014 by and between the registrant and UCL Business Ltd., dated as of October 15, 2020. Form 20-F 001-38547 4.7 3/4/21 10.7 Autolus Therapeutics plc, Registration Rights Agreement, dated as June 26, 2018 . Form 20-F 001-38547 2.3 11/23/18 10.8 Collaboration and Financing Agreement, dated as of November 6, 2021, between Autolus Limited and BXLS V — Autobahn L.P. Form 20-F 001-38547 4.7 3/10/22 10.9 Securities Purchase Agreement by and between the Registrant and BXLS V – Autobahn L.P. dated November 6, 2021. Form 6-K 001-38547 99.1 11/8/21 10.10 Registration Rights Agreement by and between the Registrant and BXLS V – Autobahn L.P. dated November 6, 2021. Form 6-K 001-38547 99.2 11/8/21 145 Table of contents 10.11†# License and Option Agreement between the registrant and BioNTech SE, dated February 6, 2024. Form 10-K 001-38547 10.12 3/21/24 10.12 Securities Purchase Agreement between the registrant and BioNTech SE, dated February 6, 2024. Form 8-K 001-38547 10.1 2/8/24 10.13 Registration Rights Agreement between the registrant and BioNTech SE, dated February 6, 2024. Form 8-K 001-38547 10.2 2/8/24 10.14 Letter Agreement between the registrant and BioNTech SE, dated February 6, 2024. Form 8-K 001-38547 10.3 2/8/24 10.15† Lease Agreement, dated September 19, 2023, between Forge Life Sciences Nominee I Limited and Forge Life Sciences Nominee 2 Limited, Autolus Limited and Autolus Therapeutics plc relating to The Nucleus Marshgate, Stevenage. Form 10-Q 001-38547 10.1 11/9/23 10.16† Amendment 2 to Supply Agreement, dated as of September 27, 2023, by and between Autolus Limited and Miltenyi Biotec B.V. & Co. KG. Form 10-Q 001-38547 10.2 11/9/23 10.17†# Capital Contribution Deed, dated September 10, 2024, between Forge Life Sciences Nominee I Limited and Forge Life Sciences Nominee 2 Limited, Autolus Limited and Autolus Therapeutics plc relating to The Nucleus Marshgate, Stevenage. Form 10-Q 001-38547 10.1 11/12/24 10.18†# Deed of Variation, dated September 10, 2024, between Forge Life Sciences Nominee I Limited and Forge Life Sciences Nominee 2 Limited, Autolus Limited and Autolus Therapeutics plc relating to The Nucleus Marshgate, Stevenage. Form 10-Q 001-38547 10.2 11/12/24 10.19†# License for Alterations, dated September 10, 2024, between Forge Life Sciences Nominee I Limited and Forge Life Sciences Nominee 2 Limited, Autolus Limited and Autolus Therapeutics plc relating to The Nucleus Marshgate, Stevenage. Form 10-Q 001-38547 10.3 11/12/24 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 21.1* Subsidiaries of the registrant. 23.1* Consent of Ernst & Young LLP, independent registered public accounting firm . 24.1* Power of Attorney (included on signature page). 31.1* Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Exchange Act, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 146 Table of contents 31.2* Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Exchange Act, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1** Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 97.1 Policy relating to recovery of erroneously awarded compensation, as required by applicable listing standards adopted pursuant to 17 CFR 240.10D-1 . Form 10-K 001-38547 97.1 3/21/24 101.INS* Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document 101.SCH* XBRL Taxonomy Extension Schema Document 101.CAL* XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF* XBRL Taxonomy Extension Definition Linkbase Document 101.LAB* XBRL Taxonomy Extension Label Linkbase Document 101.PRE* XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) + Indicates management contract or compensatory plan. † Certain portions of the exhibit (indicated by asterisks) have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K. The registrant hereby undertakes to furnish supplementally a copy of any omitted exhibit or schedule upon request by the SEC. # Certain exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby undertakes to furnish supplementally a copy of any omitted exhibit or schedule upon request by the SEC. * Filed herewith. ** Furnished herewith. Item 16. Form 10-K Summary None. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. AUTOLUS THERAPEUTICS PLC Date: March 27, 2026 By: /s/ Christian Itin, Ph.D. Christian Itin, Ph.D. Chief Executive Officer 147 Table of contents POWER OF ATTORNEY We, the undersigned officers and directors of Autolus Therapeutics plc, hereby severally constitute and appoint Christian Itin and Robert Dolski our true and lawful attorneys with full power to any of them, and to each of them singly, to sign for us and in our names in the capacities indicated below to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the U.S. Securities Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and either of them, his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated. Signature Title Date /s/ Christian Itin, Ph.D. Chief Executive Officer and Director March 27, 2026 Christian Itin, Ph.D. (Principal Executive Officer) /s/ Robert Dolski Chief Financial Officer March 27, 2026 Robert Dolski (Principal Financial Officer) /s/ Patrick McIlvenny Senior Vice President, Finance and Chief Accounting Officer March 27, 2026 Patrick McIlvenny (Principal Accounting Officer) /s/ Michael Bonney Chairman of the Board of Directors March 27, 2026 Michael Bonney /s/ Robert Azelby Director March 27, 2026 Robert Azelby /s/ Linda Bain Director March 27, 2026 Linda Bain /s/ John Berriman Director March 27, 2026 John Berriman /s/ Cynthia Butitta Director March 27, 2026 Cynthia Butitta /s/ Robert Iannone, M.D., M.S.C.E. Director March 27, 2026 Robert Iannone, M.D., M.S.C.E /s/ Elisabeth Leiderman, M.D. Director March 27, 2026 Elisabeth Leiderman, M.D. /s/ Ravi Rao, M.D. Director March 27, 2026 Ravi Rao /s/ Ryan Richardson. Director March 27, 2026 Ryan Richardson /s/ William Young, Ph.D. Director March 27, 2026 William Young, Ph.D. 148 Table of contents INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm (PCAOB ID: 0 1438 ) F-2 Consolidated Balance Sheets as of December 31, 2025 and 2024 F-4 Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2025 and 2024 F-5 Consolidated Statements of Changes in Shareholders’ Equity for the years ended December 31, 2025 and 2024 F-6 Consolidated Statements of Cash Flows for the years ended December 31, 2025 and 2024 F-7 Notes to Consolidated Financial Statements F- 9 F-1 Table of contents Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of Autolus Therapeutics plc Opinion on the Financial Statements 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. Basis for Opinion These financial statements are the responsibility of the Company’s management. 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. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing a separate opinion on the critical audit matters or on the accounts or disclosures to which they relate. Liabilities related to future royalties and milestones, net (the “Liabilities”) Description of the matter As explained in Note 12 to the consolidated financial statements, the Company entered into a collaboration agreement with BXLS V- Autobahn L.P (“Blackstone”) in 2021 for the development of certain CAR T therapy products for which the Company received an upfront payment and subsequently certain milestone payments, which were initially recognized as a liability. In 2024, the Company entered into a similar arrangement with BioNTech SE (“BioNTech”), as detailed in Note 1 to the consolidated financial statements. 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 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 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 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 specialist, we evaluated the underlying financial model by performing recalculations and sensitivity analyses on significant assumptions and comparing them to those used by management. F-2 Table of contents 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 We have served as the Company’s auditor since 2017. Reading, United Kingdom March 27, 2026 F-3 Table of contents AUTOLUS THERAPEUTICS PLC Consolidated Balance Sheets (In thousands, except share and per share amounts) December 31, Note 2025 2024 Assets Current assets: Cash and cash equivalents $ 104,132 $ 227,380 Marketable securities - Available-for-sale debt securities 6 196,578 360,643 Restricted cash 1,503 1,425 Accounts receivable, net 3 24,024 15 Inventories, net 7 33,209 4,138 Prepaid expenses and other current assets 8 76,469 67,328 Total current assets 435,915 660,929 Non-current assets: Property and equipment, net 9 63,563 49,553 Intangible assets, net 10 19,809 12,373 Prepaid expenses and other non-current assets 249 170 Operating lease right-of-use assets, net 19 64,940 55,498 Long-term deposits 1,032 963 Deferred tax asset 18 3,560 3,239 Total assets $ 589,068 $ 782,725 Liabilities and shareholders' equity Current liabilities: Accounts payable 3,083 1,969 Accrued expenses and other liabilities 11 55,792 52,276 Operating lease liabilities, current 19 4,565 2,998 Liabilities related to future royalties and milestones, net - current 12 10,000 3,500 Total current liabilities 73,440 60,743 Non-current liabilities: Operating lease liabilities, non-current 19 66,822 49,631 Liabilities related to future royalties and milestones, net - non-current 12 270,200 244,600 Other long-term payables 477 426 Total liabilities 410,939 355,400 Commitments and contingencies 20 Shareholders' equity: Ordinary shares, $ 0.000042 par value; 490,909,783 shares authorized at December 31, 2025 and 490,909,783 as of December 31, 2024; 266,143,286 and 266,121,689 shares issued at December 31, 2025 and 2024, respectively; 266,143,286 and 266,125,337 shares outstanding at December 31, 2025 and 2024, respectively 14 12 12 Deferred shares, £ 0.00001 par value; 34,425 shares authorized, issued and outstanding at December 31, 2025 and 2024 14 — — Deferred B shares, £ 0.00099 par value; 88,893,548 shares authorized, issued and outstanding at December 31, 2025 and 2024 14 118 118 Deferred C shares, £ 0.000008 par value; 1 share authorized, issued and outstanding at December 31, 2025 and 2024 14 — — Additional paid-in capital 1,570,107 1,555,593 Accumulated other comprehensive loss ( 5,356 ) ( 29,174 ) Accumulated deficit ( 1,386,752 ) ( 1,099,224 ) Total shareholders' equity 178,129 427,325 Total liabilities and shareholders' equity $ 589,068 $ 782,725 The accompanying notes are an integral part of these consolidated financial statements. F-4 Table of contents AUTOLUS THERAPEUTICS PLC Consolidated Statements of Operations and Comprehensive Loss (In thousands, except share and per share amounts) December 31, Note 2025 2024 Revenue: 3 Product revenue, net $ 74,318 $ — License revenue 1,070 10,120 Total revenue, net 75,388 10,120 Cost and operating expenses: Cost of sales ( 96,369 ) ( 11,387 ) Research and development expenses, net ( 117,689 ) ( 138,436 ) Selling, general and administrative expenses ( 131,874 ) ( 101,723 ) Loss from operations ( 270,544 ) ( 241,426 ) Other income, net 515 220 Foreign exchange gains (losses), net 2,163 ( 989 ) Interest income 18,980 32,355 Interest expense, net 4 ( 36,670 ) ( 9,294 ) Total other income (expenses), net ( 15,012 ) 22,292 Net loss before income tax ( 285,556 ) ( 219,134 ) Income tax expense 18 ( 1,972 ) ( 1,528 ) Net loss ( 287,528 ) ( 220,662 ) Other comprehensive income (loss), net of tax: Foreign currency exchange translation adjustment 23,343 135 Unrealized holding gains (losses) on available-for-sale debt securities, net of tax of $ 0 and $ 0 475 ( 317 ) Total other comprehensive income (loss), net of tax 23,818 ( 182 ) Total comprehensive loss $ ( 263,710 ) $ ( 220,844 ) Basic and diluted net loss per ordinary share 16 $ ( 1.08 ) $ ( 0.86 ) Weighted-average basic and diluted ordinary shares 16 266,138,224 255,161,038 The accompanying notes are an integral part of these consolidated financial statements. F-5 Table of contents AUTOLUS THERAPEUTICS PLC Consolidated Statements of Changes in Shareholders’ Equity (In thousands, except share amounts) Ordinary shares Deferred Shares Deferred B shares Deferred C Shares Shares Amount Shares Amount Shares Amount Shares Amount Additional Paid in Capital Accumulated other comprehensive loss Accumulated deficit Total 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 Issuance of ordinary shares, net of issuance costs of $ 29,360 91,666,669 4 — — — — — — 520,613 — — 520,617 Share-based compensation expense — — — — — — — — 15,475 — — 15,475 Vesting of restricted stock unit awards net of shares withheld to cover tax withholding 136,824 — — — — — — — — — — — Exercise of share options 216,835 — — — — — — — 603 — — 603 Other comprehensive loss — — — — — — — — — ( 182 ) — ( 182 ) Net loss — — — — — — — — — — ( 220,662 ) ( 220,662 ) 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. F-6 Table of contents AUTOLUS THERAPEUTICS PLC Consolidated Statements of Cash Flows (In thousands) December 31, 2025 2024 Cash flows from operating activities: Net loss $ ( 287,528 ) $ ( 220,662 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation on property and equipment 8,296 7,554 Amortization of intangible assets 1,518 162 Inventory reserves and write-offs 12,279 — Loss on disposal of property and equipment 14 223 Share-based compensation net of amounts capitalized 14,438 15,472 Interest expense accrued on liabilities related to future royalties and milestones, net 36,439 8,867 Accretion of available-for-sale securities ( 8,191 ) ( 1,251 ) Foreign exchange differences ( 3,167 ) 1,898 Non-cash operating lease expense ( 5,740 ) 4,716 Loss on termination of operating lease — 176 Impairment of operating lease right-of-use assets and related property and equipment 349 414 Deferred income tax ( 286 ) ( 185 ) Changes in operating assets and liabilities Increase in prepaid expenses and other current assets ( 4,300 ) ( 33,524 ) (Increase) decrease in prepaid expenses and other non-current assets ( 266 ) 938 Increase in inventories, net ( 40,250 ) ( 4,229 ) Increase in accounts receivable, net ( 24,158 ) — Decrease in long-term deposits — 5 Increase in accounts payable 1,300 1,590 Increase in accrued expenses and other liabilities 1,040 11,934 Increase (decrease) in operating lease liability 14,645 ( 369 ) Net cash used in operating activities ( 283,568 ) ( 206,271 ) Cash flows from investing activities: Acquisition of property and equipment ( 19,043 ) ( 22,075 ) Acquisition of intangibles assets ( 8,089 ) ( 12,744 ) 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 ) Cash flows from financing activities: Proceeds from issuance of ordinary shares — 549,977 Proceeds from exercise of share options — 602 Proceeds from liabilities related to future royalties and milestones, net — 70,000 Payments of equity issuance costs — ( 29,360 ) Payments of issuance costs related to the liabilities related to future royalties and milestones, net — ( 1,665 ) Payments of revenue share ( 4,339 ) — Net cash (used in) provided by financing activities ( 4,339 ) 589,554 Effect of exchange rate changes on cash, cash equivalents and restricted cash 6,279 ( 261 ) Net decrease in cash, cash equivalents and restricted cash ( 123,170 ) ( 11,530 ) Cash, cash equivalents and restricted cash, beginning of period 228,805 240,335 Cash, cash equivalents and restricted cash, end of period $ 105,635 $ 228,805 F-7 Table of contents AUTOLUS THERAPEUTICS PLC Consolidated Statements of Cash Flows - Continued (In thousands) December 31, 2025 2024 Supplemental cash flow information Cash paid for income taxes $ 1,968 $ 2,391 Supplemental non-cash flow information 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 ) Leased assets obtained in exchange for operating lease liabilities $ 9,544 $ 1,694 Capitalized share-based compensation, net of forfeitures $ 76 $ 3 Capitalized implementation costs included in accrued expenses $ 130 $ 816 Reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets: Cash and cash equivalents $ 104,132 $ 227,380 Restricted cash $ 1,503 $ 1,425 Total cash, cash equivalents and restricted cash $ 105,635 $ 228,805 The accompanying notes are an integral part of these consolidated financial statements. F-8 Table of contents AUTOLUS THERAPEUTICS PLC Notes to Consolidated Financial Statements Note 1. Nature of the Business Autolus Therapeutics plc (with its subsidiaries, collectively, “Autolus” or the “Company”) is an early commercial-stage biopharmaceutical company developing next-generation programmed T cell therapies for the treatment of cancer and autoimmune diseases. Using its broad suite of proprietary and modular T cell programming technologies, the Company is engineering precisely targeted, controlled and highly active T cell therapies that are designed to better recognize target cells, break down their defense mechanisms and attack and kill these cells. 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 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. Its registered office is The MediaWorks, 191 Wood Lane, London, W12 7FP, United Kingdom. The Company is subject to risks and uncertainties common to companies in the biotechnology industry, including, but not limited to, development by competitors of new technological innovations, dependence on key personnel, protection of proprietary technology, compliance with government regulations and the ability to secure additional capital to fund operations. 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. 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 United States 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 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. Note 2. 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 (“U.S. GAAP”) and are presented in U.S. dollars. All intercompany accounts and transactions between the Autolus Therapeutics plc and its subsidiaries have been eliminated upon consolidation. F-9 Table of contents AUTOLUS THERAPEUTICS PLC Notes to Consolidated Financial Statements — Continued Going Concern 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 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, 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. Even if the Company's planned regulatory submissions for its products are approved, and the Company is successful in its commercialization efforts, additional funding will be needed before the Company is expected to reach cash breakeven. Use of Estimates 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. Segment Information 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. The Company and the CODM view the Company’s operations and manage its business as a single operating and reportable segment, which is the business of developing and commercializing CAR T therapies. Foreign Currency Translation The reporting currency of the Company is in U.S. dollars. The Company has determined that its functional currency of the ultimate parent company, Autolus Therapeutics plc, is British Pound Sterling. The functional currency of each subsidiary’s operations is the applicable local currency. Monetary assets and liabilities denominated in currencies other than the Company’s functional currency are translated into the functional currency at rates of exchange prevailing at the balance sheet dates. Non-monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing at the date of the transaction. 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 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 The Company uses valuation approaches that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company determines the fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in of the following levels: • Level 1 — Quoted prices in active markets for identical assets or liabilities. F-10 Table of contents 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 The Company considers all highly liquid investments with a maturity at acquisition date of three months or less to be cash equivalents. Cash and cash equivalents comprise cash balances, money market funds, commercial paper, U.K. 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 incorporated Swiss subsidiary. Marketable securities: available for sale debt securities The Company invests excess cash balances in marketable debt securities. The Company classifies investments in marketable debt securities as available-for-sale. Management determines the appropriate classification of its investments in available-for-sale debt securities at the time of purchase and reevaluates such designation as of each reporting date. The Company reports available-for-sale debt securities at fair value at each balance sheet date, and includes any unrealized holding gains and losses (the adjustment to fair value) in accumulated other comprehensive income (loss), a component of shareholders’ equity. Realized gains and losses are determined using the specific-identification method, and are included in other income, net in the consolidated statements of operations and comprehensive loss. Interest income and amortization of premiums and discounts at acquisition are included in Interest income. The Company classifies available-for-sale debt securities as current or non-current based on management’s intentions. The Company evaluates securities for impairment at the end of each reporting period. Impairment is evaluated considering numerous factors, and their relative significance varies depending on the situation. Factors considered include whether a decline in fair value below the amortized cost basis is due to credit-related factors or non-credit-related factors, the financial condition and near-term prospects of the issuer, and the Company's intent and ability to hold the investment to allow for an anticipated recovery in fair value. A credit-related impairment is recognized as an allowance on the balance sheet with a corresponding adjustment to earnings. Any impairment that is not credit-related is recognized in other comprehensive income (loss), net of applicable taxes. Inventories, net The Company commences capitalization of inventory once regulatory approval is received. Until this date, the Company expenses all such costs as incurred as research and development expenses. 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 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 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. F-11 Table of contents 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. 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 Property and equipment are recorded at cost and depreciated or amortized using the straight-line method over the estimated useful lives of the respective assets. As of December 31, 2025 and 2024, the Company’s property and equipment consisted of office equipment, lab equipment, furniture and fittings, and leasehold improvements. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets. The following table provides the range of estimated useful lives used for each asset type: Office equipment 3 years Lab equipment 5 to 10 years Furniture and fittings 5 years Leasehold improvements shorter of the lease term or the estimated useful life of the asset Assets under construction consist of costs incurred with leasehold improvements and, once placed into service, will be depreciated over the shorter of the lease term or the estimated useful life of the asset. Upon retirement or sale, the cost of assets disposed of, and the related accumulated depreciation, are removed from the accounts and any resulting gain or loss is included in the statement of operations and other comprehensive loss. Repairs and maintenance expenditures, which are not considered improvements and do not extend the useful life of property and equipment, are expensed as incurred. The Company routinely evaluates the useful life attributed to its assets. Impairment of Long-Lived Assets 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. Intangibles 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. The related minimum annual royalties have been expensed as incurred. Implementation Costs in a Cloud Computing Arrangement 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. F-12 Table of contents 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. Leases 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. Most leases with a term greater than one year are recognized on the balance sheet as right-of-use assets, lease liabilities and, if applicable, long-term lease liabilities. The Company has elected not to recognize on the balance sheet, leases with terms of one year or less. Instead, these lease payments are recognized in the statements of operations on a straight-line basis over the lease term. Operating lease liabilities and their corresponding right-of-use assets are recorded based on the present value of lease payments over the expected remaining lease term. However, certain adjustments to the right-of-use asset may be required for items such as incentives received, initial direct costs, or prepayments. The interest rate implicit in lease contracts is typically not readily determinable. 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 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.). Many of the Company's leases contain variable non-lease components such as maintenance, taxes, insurance, and similar costs for the spaces it occupies. The Company expenses the variable lease payments in the period in which it incurs the obligation to pay such variable amounts and will be included in variable lease costs in the leases footnote disclosure. Then the fixed and in-substance fixed contract consideration (including any related to non-components) must be allocated based on the respective relative fair values to the lease components. For new and amended leases, the Company has elected the practical expedients to account for the lease and non-lease components for leases for classes of all underlying assets and allocate all of the contract consideration to the lease component only. The Company determined the underlying lease to be the predominant component, and therefore, the entire agreement was accounted for under ASC 842. The Company identified and assessed the following significant assumptions in recognizing its right-of-use assets and corresponding lease liabilities during the adoption of ASC 842: • As the Company's leases do not provide an implicit rate, it estimated the incremental borrowing rate for each lease based on a yield curve analysis, utilizing the interest rate derived from the fair value analysis of its existing leases and adjusting it for factors that appropriately reflect the profile of secured borrowing over the lease term. For leases existing as of the adoption date, the Company has utilized its incremental borrowing rate based on the remaining lease term as of the adoption date. For leases that commenced after the adoption date, the Company determined the incremental borrowing rate based on the lease term as determined at the commencement date of the lease. • The expected lease terms include both contractual lease periods and, when applicable, cancellable option periods where failure to exercise such options would result in an economic penalty. • Since the Company elected to account for the classes of underlying assets and its associated non-lease components as a single combined lease component, all contract consideration was allocated to the combined lease component. F-13 Table of contents AUTOLUS THERAPEUTICS PLC Notes to Consolidated Financial Statements — Continued Accrued Research and Development Expenses As part of the process of preparing consolidated financial statements, the Company is required to estimate accruals for research and development expenses. This process involves reviewing and identifying services which have been performed by third parties on the Company’s behalf and determining the value of these services. In addition, the Company makes estimates of costs incurred to date but not yet invoiced, in relation to external clinical research organizations and clinical site costs. The Company analyzes the progress of clinical trials, including levels of patient enrollment; invoices received and contracted costs, when evaluating the adequacy of the accrued liabilities for research and development. The Company makes judgments and estimates in determining the accrued balance in any accounting period. Liabilities related to future royalties and milestones, net and related interest expense accrued on liabilities related to future royalties and milestones, net and cumulative catch-up adjustment The Company accounted for the Blackstone Collaboration Agreement (“Blackstone Collaboration Agreement Liability”) and the BioNTech Obe-cel Product Revenue Interest, (“BioNTech Liability”) as liabilities measured at amortized cost based on an effective interest rate determined at the outset of the arrangement. The Blackstone Collaboration Agreement Liability is measured based on the Company's current estimates of the timing and amount of expected future royalty and milestone payments to be paid and the Blackstone Development Payments expected to be received over the estimated term of the agreement. 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 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. Each reporting period the Company assesses the estimated probability, timing and amount of the future expected royalty, milestone payments, over the estimated term. 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 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. These inputs include regulatory approval, the estimated patient population, estimated selling price, estimated sales volumes, estimated peak sales and sales ramp, timing of the expected launch and its impact on the royalties as well as the overall probability of success. Additionally, the transaction costs associated with the liability will be amortized to interest expense over the estimated term of the agreements. The carrying amount of the Blackstone Collaboration Agreement Liability and BioNTech Liability is based on the Company's estimate of the future royalties, milestones to be paid to Blackstone by the Company and the expected Blackstone Development Payment to be received over the life of the arrangement as discounted using the initial effective interest rate. On a quarterly basis, the Company assesses the amount and timing of expected royalty using a combination of internal projections and forecasts from external sources. The excess or deficit of estimated present value of future royalty, milestone payments and the future Blackstone Development Payment received over the carrying amount is recognized as a cumulative catch-up adjustment within interest expense, net using the effective interest rate. 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. F-14 Table of contents 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 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: (i) identification of the promised goods or services in the contract; (ii) determination of whether the promised goods or services are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations based on estimated selling prices; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. F-15 Table of contents AUTOLUS THERAPEUTICS PLC Notes to Consolidated Financial Statements — Continued License Fees and Multiple Element Arrangements If a license to the Company’s intellectual property is determined to be distinct from the other performance obligations identified in the arrangement, the Company recognizes revenues from non-refundable, upfront fees allocated to the license at such time as the license is transferred to the licensee and the licensee is able to use, and benefit from, the license. For licenses that are bundled with other promises, the Company utilizes judgment to assess the nature of the combined performance obligations to determine whether the combined performance obligations are satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue from non-refundable, upfront fees. The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition. Appropriate methods of measuring progress include output methods and input methods. In determining the appropriate method for measuring progress, the Company considers the nature of service that the Company promises to transfer to the customer. When the Company decides on a method of measurement, the Company will apply that single method of measuring progress for each performance obligation satisfied over time and will apply that method consistently to similar performance obligations and in similar circumstances. Customer Options If an arrangement is determined to contain customer options that allow the customer to acquire additional goods or services, the goods and services underlying the customer options that are not determined to be material rights are not considered to be performance obligations at the outset of the arrangement, as they are contingent upon option exercise. The Company evaluate the customer options for material rights, or options to acquire additional goods or services for free or at a discount. If the customer options are determined to represent a material right, the material right is recognized as a separate performance obligation at the outset of the arrangement. The Company allocate the transaction price to material rights based on the relative standalone selling price, which is determined based on any identified discount and the probability that the customer will exercise the option. Amounts allocated to a material right are not recognized as revenue until, at the earliest, the option is exercised. Contingent Research Milestone Payments 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. The assessment of whether variable consideration should be constrained is largely a qualitative one that has two elements: the likelihood of a change in estimate, and the magnitude thereof. Variable consideration is not constrained if the potential reversal of cumulative revenue recognized is not significant, for example. If the consideration in a contract includes a variable amount, the Company will estimate the amount of consideration in exchange for transfer of promised goods or services. The consideration also can vary if the Company’s entitlement to the consideration is contingent on the occurrence or non-occurrence of a future event. The Company considers contingent research milestone payments to fall under the scope of variable consideration, which should be estimated for revenue recognition purposes at the inception of the contract and reassessed ongoing at the end of each reporting period. The Company assesses whether contingent research milestones should be considered variable consideration that should be constrained and thus not part of the transaction price. This includes an assessment of the probability that all or some of the milestone revenue could be reversed when the uncertainty around whether or not the achievement of each milestone is resolved, and the amount of reversal could be significant. U.S. GAAP provides factors to consider when assessing whether variable consideration should be constrained. All of the factors should be considered, and no factor is determinate. The Company considers all relevant factors when assessing whether variable consideration should be constrained. Royalty Revenue For arrangements that include sales-based royalties, including milestone payments based on the level of sales, and the license is deemed to be the predominant item to which the royalties relate, the Company recognizes revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied). F-16 Table of contents AUTOLUS THERAPEUTICS PLC Notes to Consolidated Financial Statements — Continued 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, 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 Research and development (“R&D”) costs are expensed as incurred. R&D expenses consist of costs incurred in performing R&D activities, including salaries, share-based compensation and benefits, depreciation expense, third-party license fees, external costs of outside vendors engaged to conduct clinical development activities, clinical trials, costs to manufacture clinical trial materials and certain tax credits associated with research and development activities. Upfront and milestone payments to third parties for in-licensed products or technology which has not yet received regulatory approval and which does not have alternative future use in R&D projects or otherwise are expensed as incurred. U.K. Research and Developments Tax Credits As a company that carries out extensive R&D activities, the Company benefits from research and development tax credits in the U.K. The Company claims U.K. research and development tax credits under the regimes for small or medium-sized enterprises (“SME R&D tax credit”), and U.K. Research and Development Expenditure Credit (“RDEC”), to the extent that the Company's projects are grant funded. The U.K. research and development tax credits are fully refundable to the Company and are not dependent on current or future taxable income. As a result, the Company records the entire benefit from the U.K. research and development tax credits as a benefit, which is included in net loss before income tax and accordingly, not reflected as part of the income tax provision. If, in the future, any U.K. 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. Patent Costs 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 Interest income arises on the Company's cash and cash equivalents including money market funds, short-term deposits and marketable securities classified as available for sale debt securities. Share-Based Compensation The Company recognizes share-based compensation expense for equity awards based on the grant date fair value of the award. The Company recognizes share-based compensation expense for awards granted to employees and non-employees that have a graded vesting schedule based on a service condition only on a straight-line basis over the requisite service period for each separately vesting portion of the award as if the award was, in substance, multiple awards (the “graded-vesting attribution method”), based on the estimated grant date fair value for each separately vesting tranche. For equity awards with a graded vesting schedule and a combination of service and performance conditions, the Company recognizes share-based compensation expense using a graded-vesting attribution method over the requisite service period when the achievement of a performance-based milestone is probable, based on the relative satisfaction of the performance condition as of the reporting date. For performance conditions related to regulatory approvals those regulatory approvals are deemed probable when actually achieved. 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. F-17 Table of contents 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. The Company historically lacked company-specific historical and implied volatility information for the Company's ADSs for expected terms greater than 6.08 years. Up to June 30, 2024, the Company used a combination of the historical volatility of the ADSs and also the expected share volatility based on the historical volatility of publicly traded peer companies. From July 1, 2024, the Company used its own historical regarding the volatility of its own traded ADS price. • Expected term. The expected term of the Company’s share options has been determined utilizing the “simplified” method for awards that qualify as “plain-vanilla” options. • Risk-free interest rate. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods that are approximately equal to the expected term of the award. • Expected dividend. Expected dividend yield of zero is based on the fact that the Company has never paid cash dividends on ordinary shares and does not expect to pay any cash dividends in the foreseeable future. • 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 previous trading date the grant is approved by the Compensation Committee or a delegate of the Compensation Committee. Income Taxes 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. Under this approach, deferred taxes are recorded for the future tax consequences expected to occur when the reported amounts of assets and liabilities are recovered or paid. The provision for income taxes represents income taxes paid or payable for the current year plus deferred taxes. Deferred taxes result from differences between the financial statements and tax bases of the Company’s assets and liabilities and are adjusted for changes in tax rates and tax law when changes are enacted. The effects of future changes in income tax laws or rates are not anticipated. 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 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. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income of the same character and in the same jurisdiction. The Company considers all available positive and negative evidence in making this assessment, including, but not limited to, the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies. In circumstances where there is sufficient negative evidence indicating that the Company’s deferred tax assets are not more likely than not realizable, the Company establishes a valuation allowance. The Company uses a two-step approach for recognizing and measuring uncertain tax positions. The first step is to evaluate tax positions taken or expected to be taken in a tax return by assessing whether they are more likely than not sustainable, based solely on their technical merits, upon examination, and including resolution of any related appeals or litigation process. The second step is to measure the associated tax benefit or each position as the largest amount that the Company believes is more likely than not realizable. Differences between the amount of tax benefits taken or expected to be taken in the Company’s income tax returns and the amount of tax benefits recognized in its financial statements represent the Company’s unrecognized income tax benefits, which it either records as a liability or reduction of deferred tax assets. Un-surrendered U.K. losses may be carried forward indefinitely to be offset against future taxable profits, subject to numerous utilization criteria and restrictions. The amount that can be offset each year is limited to £5.0 million plus an incremental 50% of United Kingdom taxable profits. 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%. F-18 Table of contents 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 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”. Concentration of Credit Risk Financial instruments that subject the Company to credit risk consist primarily of cash and cash equivalents, restricted cash and marketable securities: available-for-sale debt securities. The Company places cash and cash equivalents and restricted cash with established financial institutions with strong credit ratings. The Company holds significant amounts of cash and cash equivalents that are in excess of federally insured limits in various currencies, placed with one or more financial institutions for varying periods according to expected liquidity requirements. The Company's cash and cash equivalents are held with multiple banks and financial institutions. Management monitors the credit rating of those banks and financial institutions on a regular basis. The Company has no significant off-balance-sheet risk or concentration of credit risk, such as foreign exchange contracts, options contracts, or other foreign hedging arrangements. 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. F-19 Table of contents 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): Clarifying the Effective Date, to clarify the effective date of ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. FASB clarified that all public business entities should initially adopt the disclosure requirements in the ASU 2024-04 in the first annual reporting period beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. The Company is currently assessing the effect of this ASU on its consolidated financial statements and related disclosures. In November 2024, the FASB issued ASU 2024-03— Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, to improve the disclosures about entity’s expenses. The amendments apply to all public business entities. The ASU is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027 with early adoption permitted. The Company is currently assessing the effect of this ASU on its consolidated financial statements and related disclosures. In March 2024, the FASB issued ASU 2024-02— Codification Improvements—Amendments to Remove References to the Concepts Statements , that contains amendments to the Codification that remove references to various FASB Concepts Statements. This effort facilitates Codification updates for technical corrections such as conforming amendments, clarifications to guidance, simplifications to wording or the structure of guidance, and other minor improvements. The amendments are effective for public business entities for fiscal years beginning after December 15, 2024, with early adoption permitted. Early application of the amendments in this ASU is permitted for all entities, for any fiscal year or interim period for which financial statements have not yet been issued (or made available for issuance). 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 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): Scope Application of Profits Interest and Similar Awards, to improve GAAP by adding an illustrative example that includes four fact patterns to demonstrate how an entity should apply the scope guidance in paragraph 718-10-15-3 to determine whether a profits interest award should be accounted for in accordance with Topic 718, Compensation—Stock Compensation. For public business entities, the amendments in this ASU are effective for annual periods beginning after December 15, 2024, and interim periods within those annual periods. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. 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 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 . This ASU improves the transparency of income tax disclosure by requiring consistent categories and greater disaggregation of information in the rate reconciliation, and income taxes paid disaggregated by jurisdiction. This guidance is effective for the Company for the year beginning January 1, 2025, with early adoption permitted. 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. F-20 Table of contents AUTOLUS THERAPEUTICS PLC Notes to Consolidated Financial Statements — Continued Note 3. Revenue Product revenue, net 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, 2025 2024 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): Rebates Chargebacks Total 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 License revenue by geographical location for the years ended December 31, 2025 and 2024 comprised of the following (in thousands): Year Ended December 31, 2025 2024 License Revenue United States 1,020 — Europe 50 10,120 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 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. F-21 Table of contents 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 12, “Liabilities Related to Future Royalties and Milestones, Net” • Note 14, “Shareholders’ Equity” • Note 20, “Commitments and Contingencies” 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 Topic 815, Derivative and Hedging (“ASC”). Binder License The Company applied ASC 606 to account for the Binder License and related know-how as functional intellectual property. The Binder License and related transfer of know-how were not distinct from one another and must be combined as a performance obligation, as BioNTech requires the know-how to derive benefit from the license. Based on these determinations, the Company identified one combined distinct performance obligation at the inception of the BioNTech License and Option Agreement. The Company further determined the consideration received included in the transaction price at contract inception, is to be allocated to the one combined 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 Binder License to BioNTech. 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. 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. The Company is also eligible to receive a low single-digit royalty on net sales of Binder Licensed Products, subject to customary reductions, which are subject to specified limits. The royalty will be increased if BioNTech, its affiliates or sublicensees commercialize a Binder Licensed Product in an indication and country in which the Company or its affiliates or licensees also commercializes a product containing the same binders. Under the BioNTech License and Option Agreement, BioNTech is solely responsible for, and has sole decision-making authority with respect to, at its own expense, the exploitation of Binder Licensed Products. 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, 2025 and 2024. Technology Options 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. The Company determined the Technology Options were not offered at a significant and incremental discount. Accordingly, the Technology Options granted to BioNTech do not represent a material right and, therefore, were not a performance obligation at the outset of the arrangement. 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, 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 Topic 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, 2025 and 2024. The product option for AUTO1/22 was not exercised and expired on February 8, 2025. F-22 Table of contents AUTOLUS THERAPEUTICS PLC Notes to Consolidated Financial Statements — Continued 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. 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. Note 4. Interest Expense, Net Interest expense, net consisted of the following (in thousands): Year Ended December 31, 2025 2024 Interest expense accrued on liabilities related to future royalties and milestones, net (refer to Note 12) $ 42,138 $ 39,510 Cumulative catch-up adjustment arising from the liabilities related to future royalties and milestones, net (refer to Note 12) ( 5,699 ) ( 30,644 ) Other interest expense 231 428 Total Interest Expense, Net $ 36,670 $ 9,294 F-23 Table of contents AUTOLUS THERAPEUTICS PLC Notes to Consolidated Financial Statements — Continued Note 5. Fair Value Measurements The following tables present information about the Company’s financial assets measured at fair value on a recurring basis and indicate the level of the fair value hierarchy utilized to determine such fair values (in thousands): December 31, 2025 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) Assets classified as cash equivalents: Money market funds $ 71,191 $ 71,191 $ — $ — United Kingdom Government Securities 301 — 301 — Corporate debt securities 1,753 — 1,753 — $ 73,245 $ 71,191 $ 2,054 $ — Assets classified as marketable securities: available-for-sale debt securities Commercial paper $ 52,589 $ — $ 52,589 $ — Corporate debt securities 58,299 — 58,299 — United Kingdom Government Securities 66,175 — 66,175 — United States Treasury Bills 19,515 19,515 — — $ 196,578 $ 19,515 $ 177,063 $ — $ 269,823 $ 90,706 $ 179,117 $ — December 31, 2024 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) Assets classified as cash equivalents: Money market funds $ 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. If observed market prices are not available (for example securities with short maturities and infrequent secondary market trades), the securities are priced using a valuation model maximizing observable inputs, including market interest rates. As of December 31, 2025 and 2024, the Company did not have non-financial assets measured at fair value on a recurring basis. During the years ended December 31, 2025 and 2024, there were no transfers between levels. F-24 Table of contents AUTOLUS THERAPEUTICS PLC Notes to Consolidated Financial Statements — Continued Note 6. Marketable Securities: Available-For-Sale Debt 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): December 31, 2025 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 $ 52,569 $ 21 $ ( 1 ) $ 52,589 Corporate debt securities within 1 year 58,226 74 ( 1 ) 58,299 United Kingdom Government Securities within 1 year 66,162 12 — 66,174 United States Treasury Bills within 1 year 19,466 50 — 19,516 Total $ 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 within 1 year 29,663 12 — 29,675 Corporate debt securities 1 to 5 years 59,530 — ( 194 ) 59,336 US Treasury Bills 1 to 5 years 17,393 7 ( 4 ) 17,396 Total $ 360,960 $ 27 $ ( 344 ) $ 360,643 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 Total 4 $ ( 2 ) $ 9,454 F-25 Table of contents AUTOLUS THERAPEUTICS PLC Notes to Consolidated Financial Statements — Continued December 31, 2024 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 3 $ ( 6 ) $ 8,944 Corporate debt securities 41 ( 264 ) 133,078 United Kingdom Government Securities 8 ( 69 ) 141,307 US Treasury Bills 4 ( 4 ) 9,905 Total 56 $ ( 343 ) $ 293,234 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 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, 2025 and 2024. Note 7. Inventories, Net Inventories consisted of the following (in thousands): December 31, 2025 2024 Raw materials $ 16,160 $ 1,956 Consumables 8,021 2,026 Work in progress 3,633 16 Finished goods 5,395 140 Total Inventories, Net $ 33,209 $ 4,138 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. F-26 Table of contents AUTOLUS THERAPEUTICS PLC Notes to Consolidated Financial Statements — Continued Note 8. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following (in thousands): December 31, 2025 2024 Research and development claims receivable $ 45,870 $ 38,242 Prepayments 21,275 15,212 VAT receivable 3,577 5,996 Deferred cost 3,429 2,320 Other receivable 915 491 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 Note 9. Property and Equipment, Net Property and equipment, net consisted of the following (in thousands): December 31, 2025 2024 Lab equipment $ 55,586 $ 41,728 Office equipment 6,883 6,330 Furniture and fittings 2,651 2,359 Leasehold improvements 15,762 14,116 Assets under construction 27,075 19,638 Less: accumulated depreciation ( 44,394 ) ( 34,618 ) Total Property and Equipment, Net $ 63,563 $ 49,553 Depreciation expense recorded for the years ended December 31, 2025 and 2024 was $ 8.3 million and $ 7.6 million, respectively. Note 10. Intangible Assets, Net The following table summarizes the carrying amount of the Company's intangible assets, net of accumulated amortization (in thousands): December 31, 2025 2024 Licensed IP rights $ 21,528 $ 12,535 Less: accumulated amortization ( 1,719 ) ( 162 ) Total Intangibles assets, Net $ 19,809 $ 12,373 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. F-27 Table of contents AUTOLUS THERAPEUTICS PLC Notes to Consolidated Financial Statements — Continued Note 11. Accrued Expenses and Other Liabilities Accrued expenses and other liabilities consisted of the following (in thousands): December 31, 2025 2024 Compensation and benefits $ 26,224 $ 19,681 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 VAT payable — 3,594 Total Accrued Expenses and Other Liabilities $ 55,792 $ 52,276 Note 12. Liabilities Related to Future Royalties and Milestones, Net The following table summarizes the carrying amount of the Company's liabilities related to future royalties and milestones, net (in thousands): Amount in thousands Balance at December 31, 2023 $ 170,899 Initial recognition of BioNTech liability 38,335 Proceeds from Blackstone Development Payments received 30,000 Interest expense accrued on liabilities related to future royalties and milestones, net 39,510 Cumulative catch-up adjustment ( 30,644 ) Balance at December 31, 2024 $ 248,100 Interest expense accrued on liabilities related to future royalties and milestones, net 42,138 Cumulative catch-up adjustment ( 5,699 ) Revenue share payments ( 4,339 ) Balance at December 31, 2025 $ 280,200 The following table summarizes the current versus non-current split of the liabilities related to future royalties and milestones, net (in thousands): December 31, 2025 2024 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 270,200 244,600 Total Liabilities Related to Future Royalties and Milestones, Net $ 280,200 $ 248,100 Blackstone Agreements 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"; and (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. F-28 Table of contents AUTOLUS THERAPEUTICS PLC Notes to Consolidated Financial Statements — Continued Blackstone Collaboration Agreement Pursuant to the Blackstone Collaboration Agreement, Blackstone agreed to pay the Company up to $ 150 million to support the c ontinued development of obe-cel, as well as next generation product therapies of obe-cel in B-cell malignancies. These payments include (i) an upfront payment of $ 50 million and (ii) up to $ 100 million payable based on the achievement of certain specified clinical, manufacturing and regulatory milestones (each such payment, a “Blackstone Development Payment” and collectively, the “Blackstone Development Payments”) 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. The Company, and all of its subsidiaries have provided, and all of its future subsidiaries will provide, a guaranty to Blackstone of its obligations under the Blackstone Collaboration Agreement. In addition, the Company granted a security interest in its subsidiary Autolus Limited to Blackstone in certain intellectual property and financial assets of the Company and its subsidiaries. The security interest terminated in January 2025 upon the first commercial sale of AUCATZYL in the U.S. (such time, the “Release Time”). The Blackstone Collaboration Agreement contains certain restrictive negative covenants that also expired upon the Release Time. Termination of the Blackstone Collaboration Agreement by Blackstone due to certain breaches of the Blackstone Collaboration Agreement or other actions by the Company will require the Company to make liquidated damage payments to Blackstone in excess of the Blackstone Development Payments. 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. 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. F-29 Table of contents AUTOLUS THERAPEUTICS PLC Notes to Consolidated Financial Statements — Continued 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 MCSA $ — $ — $ — $ — 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 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 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. 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. 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. 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 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. 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 December 31, 2025 and 2024. F-30 Table of contents AUTOLUS THERAPEUTICS PLC Notes to Consolidated Financial Statements — Continued Note 13. Warrants 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. The Blackstone Warrant is exercisable in whole or in part until November 6, 2026. The Blackstone Warrant mechanism does not create any obligation to transfer cash to the investor but a fixed amount of ordinary shares upon exercise. Therefore, the Company has accounted for the Blackstone Warrant as equity-classified instruments (recognized within additional paid-in capital), per ASC 815-40. The assessment considered whether the warrants were freestanding financial instruments, met the definition of a liability or whether the warrants met all of the requirements for equity classification, including whether the warrants were indexed to the Company’s own shares, among other conditions for equity classification. The fair value of each Blackstone Warrant issued was estimated on the date of issuance using the Black-Scholes option pricing model. The assumptions used in the Black Scholes option pricing model relating to the Blackstone Warrant issued in 2021 included the following: • Expected volatility. The Company lacks company-specific historical and implied volatility information for our ADSs for expected terms greater than 3.5 years. Therefore, the Company uses a combination of the historical volatility of its ADSs and also the expected share volatility based on the historical volatility of publicly traded peer companies and expect to continue to do so until such time as the Company has adequate historical data regarding the volatility of its own traded security price. • Expected term. The expected term of the Company’s warrants has been determined utilizing the contractual term of the warrants. • Risk-free interest rate. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of granting of the warrant for time periods that are approximately equal to the expected term of the award. • Expected dividend. Expected dividend yield of zero is based on the fact that the Company has never paid cash dividends on ordinary shares and does not expect to pay any cash dividends in the foreseeable future. • Fair value of ordinary shares. The fair value of each ordinary share was based on the closing price of the Company's publicly traded ADSs as reported on date of issuance. The assumptions used in the Black-Scholes option pricing model to determine the fair value of the warrants issued to Blackstone as at November 6, 2021 were as follows: Expected warrant life (years) 5 Risk-free interest rate 1.04 % Expected volatility 80.23 % Expected dividend yield 0 % The Company determined the initial fair value of the Blackstone Warrant using the Black-Scholes option pricing model to be $ 10.7 million on November 6, 2021. As the Blackstone Warrant is classified as equity, it will not be remeasured at each reporting date. Note 14. Shareholders’ Equity Ordinary Shares Each holder of ordinary shares is entitled to one vote per ordinary share and to receive dividends when and if such dividends are recommended by the Board of Directors (the “Board”) and declared by the shareholders. As of December 31, 2025, the Company has not declared any dividends. The Company has obtained shareholder approval to allot additional ordinary shares for a period of five years from June 2024 (being the date on which the Company's shareholders, at the Company's Annual General Meeting of Shareholders, approved an ordinary resolution containing the relevant authorization), up to a maximum nominal amount of $ 8,400 , which authorization will need to be renewed upon expiration ( i.e. , at least every five years ) but may be sought more frequently for additional five-year terms (or any shorter period). As of December 31, 2025, the Company’s issued capital share consisted of (i) 266,143,286 ordinary shares, with a nominal value of $ 0.000042 per share, (ii) 34,425 deferred shares, with a nominal value of £ 0.00001 per share, (iii) 88,893,548 B deferred shares, with a nominal value of £ 0.00099 per share and (iv) one C deferred share, with a nominal value of £ 0.000008 . Each issued share has been fully paid. F-31 Table of contents AUTOLUS THERAPEUTICS PLC Notes to Consolidated Financial Statements — Continued Initial Public Offering (“IPO”) and Impact of Corporate Reorganization On June 18, 2018, Autolus Therapeutics Limited re-registered as a public limited company and its name was changed from Autolus Therapeutics Limited to Autolus Therapeutics plc. On June 26, 2018, the Company closed its IPO. Upon the closing of the IPO, each separate class of ordinary shares of Autolus Therapeutics plc was converted into a single class of ordinary shares of Autolus Therapeutics plc as described further below. Prior to the Company’s June 2018 reorganization and IPO, the Company had issued series A preferred shares, ordinary B shares, and ordinary C shares to fund its operations and upon the completion of the IPO, the different classes of shares were converted into a single class of ordinary shares on a 3.185 -for-1 basis and created various classes of deferred shares. 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 plc (formerly Autolus Therapeutics Limited) 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. These deferred shares have no voting rights. Deferred B Shares - The deferred shares were the product of the reorganization of the series A preferred shares and ordinary B shares into ordinary shares. The nominal residual value was utilized by management as the required £ 50,000 of share capital to re-register Autolus Therapeutics Limited as Autolus Therapeutics plc. The resulting 88,893,548 deferred shares, aggregate nominal value of $ 118,000 , is presented as a separate class of equity on the balance sheet and statement of shareholder’s equity. These deferred B shares have no voting rights. Deferred C Share - The deferred share, nominal value less than $ 1.00 , was created when the shares in the Company were redenominated from pounds sterling to U.S. Dollars as part of the capital reduction to deal with rounding issues that would otherwise have unbalanced the company’s nominal share capital. This deferred C share has no voting rights. February 2024 Underwritten Offering On February 12, 2024, the Company completed an underwritten offering of 58,333,336 ADSs representing 58,333,336 ordinary shares at an offering price of $ 6.00 per ADS. Aggregate net proceeds to the Company, after underwriting discounts and offering expenses, were $ 326.8 million . BioNTech Securities Purchase Agreement 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. Aggregate net proceeds to the Company, after underwriting discounts and offering expenses, were $ 193.8 million . 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. Note 15. Share-Based Compensation In February 2017, the Board adopted the 2017 Share Option Plan, or the 2017 Plan. The 2017 Plan was set to expire on February 21, 2027. The 2017 Plan provided for the grant of potentially tax-favored Enterprise Management Incentives, or EMI, options to the Company's U.K. employees and for the grant of options to its U.S. employees. In June 2018, the Company’s the Board and shareholders approved the 2018 Equity Incentive Plan, or the 2018 Plan. The initial maximum number of ordinary shares that may be issued under the 2018 Plan was 3,281,622 . This number consists of 3,025,548 new ordinary shares and 256,074 ordinary shares that would have otherwise remained available for future grants under the 2017 Plan. 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. F-32 Table of contents 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. As of December 31, 2025, 13,103,045 ordinary shares were available for future grant. 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 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 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. 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 (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, 2025 2024 Expected option life (years) 5.27 to 6.08 3.14 to 6.08 Risk-free interest rate 3.74 % to 4.44 % 3.56 % to 4.86 % Expected volatility 78.30 % to 80.20 % 79.48 % to 83.87 % Expected dividend yield 0 % 0 % F-33 Table of contents AUTOLUS THERAPEUTICS PLC Notes to Consolidated Financial Statements — Continued Share Options The table below summarizes Company's share option activity during the year ended December 31, 2025. Number of Options Weighted- Average Exercise Price per share Weighted- Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (1) (in thousands) Outstanding as of December 31, 2024 20,754,316 $ 5.41 7.78 $ 1,536 Granted 12,997,697 1.89 — 1,750 Forfeited ( 1,671,844 ) 2.35 — 97 Expired ( 949,234 ) 5.24 — 6 Outstanding as of December 31, 2025 31,130,935 $ 4.11 7.75 $ 1,977 Exercisable as of December 31, 2025 14,728,610 $ 6.21 6.48 $ 251 Vested and expected to vest as of December 31, 2025 31,130,935 $ 4.11 7.75 $ 1,977 (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 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. The total fair value of share options vested (including performance-based share options) amounted to $ 10.9 million and $ 12.9 million, for the years ended December 31, 2025 and 2024, respectively. The weighted average grant-date fair value of share options granted was $ 1.35 and $ 2.96 per option for the years ended December 31, 2025 and 2024, respectively. As of December 31, 2025, the total unrecognized compensation expense related to unvested share options without performance conditions was $ 12.0 million, which the Company expects to recognize over a weighted average vesting period of 2.93 years. Performance based share options 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 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: Number of restricted units Weighted average grant date fair value Unvested and outstanding at December 31, 2024 32,412 $ 4.22 Granted 80,000 1.50 Vested ( 17,949 ) 4.41 Forfeited ( 1,963 ) 2.41 Unvested and outstanding at December 31, 2025 92,500 $ 1.87 F-34 Table of contents 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 Share-based compensation expense recorded as research and development expenses, selling, general and administrative expenses and cost of sales is as follows (in thousands): Year Ended December 31, 2025 2024 Research and development expenses, net $ 4,943 $ 5,593 Selling, general and administrative expenses 8,063 9,622 Cost of sales 1,508 260 Capitalized to prepaid expenses and other non-current assets ( 76 ) ( 3 ) Total Share-based Compensation Expense $ 14,438 $ 15,472 Note 16. Net Loss Per Share Basic and diluted net loss per share attributable to ordinary shareholders was calculated as follows (in thousands, except share and per share amounts): Year Ended December 31, 2025 2024 Numerator Net loss $ ( 287,528 ) $ ( 220,662 ) Net Loss Attributable to Ordinary Shareholders - Basic and Diluted $ ( 287,528 ) $ ( 220,662 ) Denominator Weighted-average number of ordinary shares used in net loss per share - basic and diluted 266,138,224 255,161,038 Net Loss Per Share - Basic and Diluted $ ( 1.08 ) $ ( 0.86 ) For all periods presented, outstanding but unvested RSUs, share options and warrants have been excluded from the calculation, because their effects would be anti-dilutive. Therefore, the weighted average number of ordinary shares used to calculate both basic and diluted loss per share are the same for all periods presented. The following potentially dilutive securities have been excluded from the calculation of diluted net loss per share due to their anti-dilutive effect: December 31, 2025 2024 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 F-35 Table of contents AUTOLUS THERAPEUTICS PLC Notes to Consolidated Financial Statements — Continued Note 17. License Agreements University College London Business Ltd. (UCLB) License In September 2014, the Company entered into an exclusive license agreement (the “License”) with UCL Business Ltd. (“UCLB”), the technology transfer company of University College London (“UCL”), to obtain licenses to certain technology rights in the field of cancer therapy and diagnosis. In March 2016, the License was amended to include additional rights. As part of the consideration for the License in September 2014, the Company issued 1,497,643 ordinary shares to UCLB. The Company paid upfront fees of £ 0.3 million and issued an additional 313,971 ordinary shares to UCLB when the License was amended in March 2016. In March 2018, the License was further amended and restated to include a license to the Company's product candidate, obe-cel, for which UCL is conducting Phase 1 clinical trials in pediatric and adult ALL patients. The Company paid an upfront fee of £ 1.5 million for consideration for the amended and restated License and paid the additional £ 0.35 million in connection with UCLB's transfer of clinical data to the Company in December 2020. No equity was issued as part of the upfront fee consideration. 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. 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. On a per-product basis, these milestone payments range from £ 1.0 million to £ 18.5 million, depending on which T cell programming modules are used in the product achieving the milestone. 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 (18 years and older) with r/r B-ALL. Consequently, the Company paid a regulatory milestone payment of £ 10.0 million to UCLB. 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 in accordance with the UCLB License Agreement. 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, 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 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. The License expires on a product-by-product and country-by-country basis upon the expiration of the royalty term with respect to each product in each country. The Company may unilaterally terminate the license agreement for any reason upon advance notice to UCLB. Either party may terminate the License for the uncured material breach by the other party or for the insolvency of the other party. If UCLB terminates the License following the Company’s insolvency or the Company’s material breach of the License, or if the Company terminates the License unilaterally, all rights and licenses granted to the Company will terminate, and all patent rights and know-how transferred to the Company pursuant to the License will revert back to UCLB, unless and to the extent the Company has exercised its option to acquire ownership of the licensed patent rights. 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. F-36 Table of contents AUTOLUS THERAPEUTICS PLC Notes to Consolidated Financial Statements — Continued Miltenyi Biotech B.V. & Co. KG In September 2023, the Company entered into a non-exclusive sublicense agreement with Miltenyi Biotech B.V. & Co. KG (“Miltenyi”) under which the Company will have the right to develop, manufacture and use Miltenyi's or affiliates' sublicensed products. Under the agreement, the Company is obligated to make specified payments to Miltenyi upon the achievement of certain regulatory and clinical milestones. The Company recognized $ 0.4 million in aggregate relating to an upfront license payment and milestone payments that were deemed probable during the year ended December 31, 2024. There were no additional milestone payments deemed probable during the year ended December 31, 2025. Note 18. Income Taxes Net Loss Before Income tax are as follows (in thousands): Year Ended December 31, 2025 2024 United Kingdom $ ( 290,109 ) $ ( 221,661 ) United States of America 3,580 2,108 Switzerland and Germany 973 419 Net Loss Before Income Tax $ ( 285,556 ) $ ( 219,134 ) The components of income tax expense are as follows (in thousands): Year Ended December 31, 2025 2024 Current tax expense United States of America Federal $ ( 1,674 ) $ ( 1,228 ) State and local ( 677 ) ( 24 ) United Kingdom — 8 Switzerland and Germany ( 252 ) ( 459 ) Total current tax expense ( 2,603 ) ( 1,703 ) Deferred income tax benefit United States of America Federal 316 ( 140 ) State and local 315 4 United Kingdom — — Switzerland and Germany — 311 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. F-37 Table of contents AUTOLUS THERAPEUTICS PLC Notes to Consolidated Financial Statements — Continued Deferred tax assets consisted of the following at December 31, 2025 and 2024 (in thousands): December 31, 2025 2024 Deferred tax assets: Other differences $ 15,470 $ 18,761 Tax losses 237,927 136,406 Fixed assets ( 1,816 ) 5,069 Total deferred tax assets 251,581 160,236 Valuation allowances ( 248,021 ) ( 156,997 ) Net Deferred Tax Asset $ 3,560 $ 3,239 The movements in the deferred tax asset valuation allowance consisted of the following at December 31, 2025 and 2024 (in thousands): December 31, 2025 2024 Valuation allowance as of January 1, $ ( 156,997 ) $ ( 122,958 ) Decrease in valuation allowance through net loss ( 75,459 ) ( 36,670 ) Foreign currency translation adjustments ( 15,565 ) 2,631 Valuation allowance as of December 31, $ ( 248,021 ) $ ( 156,997 ) 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, 2025 2024 Net loss before taxes $ ( 285,556 ) $ ( 219,134 ) U.K. statutory tax rate 25.0 % 25.0 % Income tax benefit at U.K. statutory tax rate 71,389 54,783 United Kingdom Tax-exempt reimbursable tax credits included within research and development expense — 4,934 Non-deductible expenses ( 17,505 ) ( 26,757 ) Adjustments in respect of prior years 19,745 2,363 Valuation allowance changes affecting the provision for income taxes ( 74,571 ) ( 36,022 ) Other, net ( 198 ) 71 Other foreign jurisdictions ( 832 ) ( 900 ) Total income tax expense $ ( 1,972 ) $ ( 1,528 ) Current income tax expense $ ( 2,603 ) $ ( 1,703 ) Deferred income tax benefit $ 631 $ 175 Effective rate of income tax 0.7 % 0.7 % The Company is headquartered and has subsidiaries in the United Kingdom. Additionally, the Company has subsidiaries in the United States, Germany and Switzerland. The Company incurs tax losses in 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. Deferred tax assets resulting from loss carryforwards, fixed assets and retirement benefits, with total deferred tax assets increasing by $ 0.3 million in 2025. The Company has recorded a valuation allowance against the net deferred tax asset where the recoverability due to future taxable profits is unknown. The $ 3.6 million deferred tax asset balance is related to the Company's United States of America subsidiary entity. F-38 Table of contents 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. As required by the authoritative guidance on accounting for income taxes, the Company evaluates the realizability of deferred tax assets at each reporting date. Accounting for income taxes guidance requires that a valuation allowance be established when it is more likely than not that all or a portion of the deferred tax assets will not be realized. In circumstances where there is sufficient negative evidence indicating that the deferred tax assets are not more likely than not realizable, the Company establishes a valuation allowance. The Company operates in multiple jurisdictions with complex tax and regulatory environment and its tax returns are periodically audited or subjected to review by tax authorities. The following table summarizes tax years that remain subject to examination by tax jurisdiction as of December 31, 2025: Jurisdiction Open Tax Years Based on Originally Filed Returns United Kingdom 2022 - 2024 United States 2022 - 2024 Research and development U.K. tax credits The benefits from U.K. 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.. 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. The U.K. Government also enacted further changes to the SME regime effective from April 1 2023 (with some amendments effective for accounting periods commencing after April 1 2024) which included the introduction of a new rate for R&D intensive companies of 27% . Qualifying expenditures largely comprise employment costs for research staff, consumables, outsourced contract research organization costs and utilities costs incurred as part of research projects for which the Company do not receive income. A large proportion of costs in relation to the Company's pipeline research, clinical trials management and manufacturing development activities, all of which are being carried out by the Company's wholly owned subsidiary Autolus Limited, are eligible for inclusion within these tax credit cash rebate claims. Under the RDEC program, tax credits for qualifying R&D expenditure incurred prior to April 1, 2023 are granted at a headline rate of 13% and can generate cash rebates of up to 10.5% of qualifying R&D expenditure. The headline rate of RDEC increased to 20% on April 1, 2023 and can generate cash rebates of up to 15% on qualifying R&D expenditure incurred from this date. Amendments to the current SME and RDEC programs contained in the Finance Act 2024 (unless limited exceptions apply) introduce restrictions on the tax relief that can be claimed for expenditure incurred on sub-contracted R&D activities or externally provided workers, where such sub-contracted activities are not carried out in the U.K. or such workers are not subject to U.K. payroll taxes, and (ii) merge the SME and RDEC programs into a single scheme which would generate net cash benefit of up to 15% of the qualifying expenditure for profit making companies and up to 16.2% for loss making companies. These changes take effect from periods commencing after April 1 2024. During the year ended December 31, 2024, the Company met the conditions of the SME regime, but it could also make claims under the RDEC regime to the extent that its projects are grant funded. In the accounting period to December 2023, based on the relevant tax legislation, the Company considered that it met the conditions of the R&D intensive scheme, and have made a claim on this basis. This is subject to agreement by the U.K. tax authority who, based on their non-statutory guidance, considers the basis for calculating whether a company meets the intensive criteria includes expenditure which is in conflict with the tax legislation. The position is uncertain and the legislation is currently untested in the U.K. courts. If the Company's claim is unsuccessful, normal SME relief will be available and there will be a material reduction in the value of the tax credit obtained (18.6% as opposed to 26.97% net benefit). From January 2025, the Company does not qualify as a small or medium-sized enterprise under the SME program, based on size criteria concerning employee headcount, turnover and gross assets. However, the Company may make a claim under the merged RDEC regime beginning with periods ending December 31, 2025. 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). F-39 Table of contents 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. Note 19. Leases Operating Leases Since September 2017, the Company has had an arrangement with Cell Therapy Catapult Limited to lease manufacturing suites at the Cell and Gene Therapy Catapult manufacturing center in Stevenage, United Kingdom. In March 2023, the Company and Cell Therapy Catapult Limited mutually agreed: (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. 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. 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. The Company executed these lease agreements for 3 manufacturing space units, each for fifteen-year lease terms upon such completion. The leases commenced in February 2019, with the option to terminate the lease in February 2029. 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. In March 2021, one of the units was split in two separate units and the Company surrendered one of those units back to the landlord. The Company has no further obligations for the surrendered unit and the right of use asset and lease liability which were recorded for this unit were written off during the year ended December 31, 2021. 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. 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. In September 2021, the Company also entered into a lease agreement for 2,762 square feet of laboratory and office space in Gaithersburg, Maryland, with a term until March 2024. In September 2023, the Company extended the original lease term to March 2027. On September 19, 2023, the Company entered into a 20 -year lease agreement with the landlord for The Nucleus. The Company made fit-out costs in other areas of the building which may be required to be removed at the end of the lease term. On September 10, 2024, the Company completed a variation of the lease for the manufacturing facility, related to additional works at the site. 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 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. F-40 Table of contents 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): As of December 31, 2025 2024 Assets Operating lease right-of-use assets, net $ 64,940 $ 55,498 Liabilities Operating lease liabilities, current 4,565 2,998 Operating lease liabilities, non-current 66,822 49,631 Total Lease Liabilities $ 71,387 $ 52,629 The following table shows the lease costs for the years ended December 31, 2025 and 2024 (in thousands): Year ended December 31, Lease costs Statement of Operations Classification 2025 2024 Operating lease costs Research and development expenses, net $ 2,199 $ 6,642 Variable costs Research and development expenses, net 958 1,281 Short term lease costs Research and development expenses, net 1,269 258 Operating lease costs Selling, general and administrative expenses 4,518 1,393 Variable costs Selling, general and administrative expenses 753 318 Short term lease costs Selling, general and administrative expenses 100 117 Operating lease costs Cost of sales 2,021 558 Variable costs Cost of sales 228 64 Short term lease costs (1) Cost of sales ( 942 ) — 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, Other information 2025 2024 Cash paid for amounts included in the measurement of lease liabilities: 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. F-41 Table of contents 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: Operating Leases Maturity of lease liabilities for the years ending December 31, (in thousands) 2026 $ 8,633 2027 10,026 2028 9,115 2029 7,060 2030 7,059 Thereafter 88,060 Total lease payments 129,953 Less: imputed interest ( 58,566 ) Present Value of Lease Liabilities $ 71,387 Note 20. Commitments and Contingencies Contractual obligations 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. Under the then-current agreement, the Company would be obligated to make specified payments to Adaptive upon the achievement and receipt of certain regulatory approvals and achievement of commercial milestones in connection with the Company’s use of the Adaptive assay. In previous periods, the Company has entered into agreements with certain advisory firms. The Company is obligated to make specified payments upon the achievement of certain strategic transactions involving the Company. During the year ended December 31, 2025, the Company paid a fee under these agreements. 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, 2025, there were no other milestones for which the likelihood of achievement was currently probable. Capital Commitments As of December 31, 2025, the Company’s unconditional purchase obligations for capital expenditure totaled $ 1.8 million and included signed orders for capital equipment and capital expenditure for construction and related expenditure relating primarily to its properties in the United Kingdom. The Company expects to incur the full amount of these obligations within one year. Master Supply Commitments 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. After the initial ten-year term of the agreement, the Company has two separate options to renew the agreement, each for an additional five-year term. 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. F-42 Table of contents AUTOLUS THERAPEUTICS PLC Notes to Consolidated Financial Statements — Continued Distribution Commitments The Company entered into an Exclusive Distribution Agreement, effective as of April 25, 2024 (the “Effective Date”), with Cardinal Health 105, LLC (“Cardinal Health”). Pursuant to, and subject to the terms and conditions of, the Exclusive Distribution Agreement, the Company engaged Cardinal Health as its exclusive third-party logistics distribution agent for sales of AUCATZYL in the US. The Exclusive Distribution Agreement runs for an initial term of three years following commercial launch and automatically renews for additional terms of one year each, unless either party elects not to renew. 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 BioNTech License and Option Agreement - Product Options gain contingency As the Product Options within the BioNTech License and Option Agreement were an embedded feature within a freestanding financial instrument, the Company assessed if the Product Options should be accounted for as a derivative under ASC 815. However, the Company determined the Product Options met the scope exception for derivative accounting under ASC 815 and therefore should be accounted for a gain contingency under the scope of ASC 450. As of December 31, 2025, Product Options were not exercised and therefore no amounts were recognized. Refer to Note 12, “Liabilities Related to Future Royalties and Milestone, Net” for further details about the BioNTech's Obe-cel Product Revenue Interest. Legal Proceedings From time to time, the Company may be a party to litigation or subject to claims incident to the ordinary course of business. Regardless of the outcome, litigation can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources and other factors. 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. SME R&D tax credit In the accounting period to December 2023, based on the relevant tax legislation, the Company had met the conditions of the R&D intensive scheme, and therefore submitted its corporate tax return on this basis. This is subject to agreement by the U.K. tax authority who, based on their non-statutory guidance, considers the basis for calculating whether a company meets the intensive criteria includes expenditure which is in conflict with the tax legislation. The position is uncertain and the legislation is currently untested in the U.K. courts. If the Company's claim is unsuccessful, normal SME relief will be available and there will be a material reduction in the value of the tax credit obtained ( 18.6 % as opposed to 26.97 % net benefit). 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. 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. Note 21. Employee Benefit Plans In the United Kingdom, Germany and Switzerland, the Company makes contributions to defined contribution pension schemes on behalf of its employees. The Company expensed $ 3.6 million and $ 2.7 million in the years ended December 31, 2025 and 2024, respectively. F-43 Table of contents 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. The plan covers substantially all U.S. employees who meet minimum age and service requirements and allows participants to defer a portion of their annual compensation on a pre-tax basis. The Company matches employee contributions up to four percent of the employee’s annual salary. The Company expensed $ 1.5 million and $ 1.0 million in contributions in the years ended December 31, 2025 and 2024, respectively. The Company pays all administrative fees related to the plan. Note 22. Segment Reporting Long-Lived Assets 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): December 31, 2025 2024 United Kingdom $ 127,658 $ 104,160 United States 455 891 Europe 390 — Total Long-Lived Assets $ 128,503 $ 105,051 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, 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 Revenue recognized by geographic area are disclosed in Note 3, “ Revenue ” . Segment profit or loss The table below is a summary of the segment profit or loss, including significant segment expenses (in thousands): December 31, 2025 2024 Total revenue, net $ 75,388 $ 10,120 Less operating expenses: Cost of sales ( 96,369 ) ( 11,387 ) Research and clinical development ( 56,848 ) ( 37,831 ) Product delivery ( 21,739 ) ( 78,428 ) Commercial and Medical affairs ( 70,916 ) ( 55,219 ) Support functions ( 80,899 ) ( 66,300 ) Other segment expenses, net (1) ( 19,161 ) ( 2,381 ) Total operating expenses ( 345,932 ) ( 251,546 ) Operating loss ( 270,544 ) ( 241,426 ) Other income, net 515 220 Foreign exchange gains (losses) 2,163 ( 989 ) Interest income 18,980 32,355 Interest expense, net ( 36,670 ) ( 9,294 ) Income tax expense ( 1,972 ) ( 1,528 ) Segment and consolidated net loss $ ( 287,528 ) $ ( 220,662 ) (1) Other segment expenses, net include U.K. research and development tax credits, depreciation, amortization and share-based compensation expenses. F-44 Table of contents AUTOLUS THERAPEUTICS PLC Notes to Consolidated Financial Statements — Continued Note 23. Related Party Transactions Blackstone On November 6, 2021, the Company concurrently entered into the Blackstone Agreements. Refer to Note 12, “Liabilities Related to Sales of Future Royalties and Milestones, Net”, Note 13, “Warrants” and Note 14, "Shareholders Equity”. Subsequent to the execution of the Blackstone Agreements, Blackstone became a related party as Blackstone owns more than 10 % of the Company's outstanding voting securities and is therefore one of the principal owners of the Company. In addition, Blackstone received the right to nominate one director to the board of directors of the Company; William Young was appointed to the Company's board of directors as Blackstone’s designee pursuant to this right. As of December 31, 2025, the carrying amount of the Blackstone Collaboration Agreement liability was $ 236.7 million, which included aggregated accrued interest expense and cumulative catch-up adjustment , of $ 27.9 million and $ 10.7 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. BioNTech Agreements In February 2024, the Company concurrently entered into the BioNTech Agreements. Upon the execution of the BioNTech Agreements, BioNTech became a related party of the Company. BioNTech owns more than 10 % of the Company’s outstanding voting securities and is therefore one of the principal owners of the Company. 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, 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. 2024 Underwritten Offering In connection with our February 2024 underwritten offering, certain of our related parties purchased our ADSs from the underwriters at the public offering price of $ 6.00 per ADSs, and on the same terms as other investors in registered direct offering. The following table summarizes purchases of ADS by our related parties: Related party ADSs purchased Total purchase price (in millions) Fidelity Management & Research Company, LLC (1) 5,808,333 $ 34.9 Deep Track Capital, LP (2) 3,750,000 $ 30.0 (1) Fidelity Management & Research Company, LLC was a holder of more than 5% of our share capital as of December 31, 2024. (2) Deep Track Capital, LP was a holder of more than 5% of our share capital as of December 31, 2024. Note 24. Subsequent Events The Company evaluated subsequent events through March 27, 2026, the date on which these consolidated financial statements were is sued. 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. F-45