What changed in this filing

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Item 9A. Controls and Procedures

2026-03-02 compared with 2025-03-03 · 458 added, 419 removed, 1124 unchanged (44% of the section changed)

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

Management conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2024 based on the framework in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO").

Management conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2025 based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework).

Based on that evaluation, management has concluded that the Company's internal control over financial reporting was effective as of December 31, 2025.

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/s/ Ernst & Young LLP

Boston, Massachusetts

Stamford, Connecticut

March 2, 2026

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001-41477) filed on August 10, 2022).

Amendment to Membership Interest Purchase Agreement, dated as of May 1, 2024, by and among the Company, BTL, BPI and Knopp (incorporated by reference to Exhibit 2.1 to the C ompany's Form 10- Q (F ile No.

001-41477) filed on August 9, 2024).

2.5 Second Amendment to Membership Interest Purchase Agreement, dated as of Dec ember 16, 202 5 , by and among the Company, BTL, BPI and Knopp .

3.1 Amended & Restated Memorandum and Articles of Association of Biohaven Ltd.

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001-41477) filed on August 9, 2024).

4.2 Warrant Surrender Agreement, dated as of December 16, 2025, by and between the Company and Knopp.

4.3 Description of Biohaven Ltd.’s Securities Registered Under Section 12 of the Exchange Act .

10.1 # Amended and Restated Agreement, by and between the Registrant and Yale University, dated as of May 6, 2019 (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K (File No.

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001-41477) filed on February 29, 2024).

19 Insider Trading Policy.

10.21 Note Purchase Agreement, dated April 28, 2025, between Biohaven Therapeutics Ltd., the Company and the other obligors party thereto, the purchasers party thereto and Beetlejuice SA LLC (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K (File No.

001-41477) filed on April 28, 2025).

Third Amendment to Development and License Agreement dated March 21, 2023, dated as of July 16, 2025, by and between Hangzhou Highlightll Pharmaceutical Co.

and Biohaven Therapeutics LTD ( i ncorporated by reference to Exhibit 10.

2 to the Company's Form 10-Q (File No.

001-41477) filed on August 11, 2025 ).

10.23 Agreement for the Assignment of Notes, dated September 19, 2025, to the Note Purchase Agreement, dated April 28, 2025, between Biohaven Therapeutics Ltd., the Company and the other obligors party thereto, the purchasers party thereto and Beetlejuice SA LLC (incorporated by reference to Exhibit 10.

1 to the Company's Form 10-Q (File No.

001-41477) filed on November 10 , 2025) .

19 Insider Trading Policy (Incorporated by reference to Exhibit 19 to the Company's Form 10-K (File No.

001-41477) filed on March 3, 2025).

21.1 Subsidiaries of the Registrant.

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

Accrued and Prepaid Research and Development Expenses

Valuation of Notes Payable

Description of the Matter

As discussed in Note 2 to the consolidated financial statements, the Company estimates its accrued and prepaid research and development expenses based on the estimated level of effort expended each period.

As of December 31, 2024, the Company recorded prepaid expenses of $49.4 million which included prepayment for certain clinical trial costs and recorded $38.4 million for accrued clinical trial costs.

Auditing management’s accounting for accrued and prepaid research and development expenses was challenging in the context of our audit due to the estimation required by management to determine the cost incurred for the services rendered on or prior to the balance sheet date for preclinical development activities, preclinical and clinical studies and drug substance and drug product formulation for preclinical and clinical trial material.

The Company has contracts with multiple clinical research organizations (“CROs”) that conduct and manage studies on its behalf, as well as contract manufacturing organizations (“CMOs”) that perform manufacturing activities.

The financial terms of these agreements are subject to negotiation, vary from contract to contract and may result in uneven payment flows during the period.

As discussed in Note 6 to the consolidated financial statements, in April 2025, the Company and certain of its subsidiaries entered into a Note Purchase Agreement (“NPA”) with Beetlejuice SA LLC, an affiliate of Oberland Capital Management LLC.

The Company has elected to account for the NPA under the fair value option as permitted by ASC 825, “Financial Instruments”.

The financial liability, which is recorded as notes payable, was initially measured at a fair value of $255.8 million on the issuance date and subsequently remeasured at fair value on a quarterly basis.

As of December 31, 2025, the fair value of the notes payable recorded by the Company was $238.9 million.

The fair value of the notes payable is based on a scenario-based discounted cash flow model.

The fair value measurement utilizes significant Level 3 unobservable inputs such as the probability and timing of regulatory approvals of product candidates, the probability and timing of certain early redemption events, and the Company-specific senior secured credit risk rate.

Auditing the fair value of the notes payable was challenging due to the judgmental nature of the assumptions utilized in the model, especially the probability and timing of regulatory approvals of product candidates, the probability and timing of certain early redemption events, and the determination of the Company-specific senior secured credit risk rate.

How We Addressed the Matter in Our Audit

We obtained an understanding, evaluated the design, and tested the operating effectiveness of relevant controls over the Company’s accrued and prepaid research and development expenses, including controls over the determination of costs incurred to date and the completeness and accuracy of the data used in determining prepaid and accrued research and development expenses estimate.

To evaluate the completeness, measurement and valuation of the accrued and prepaid research and development expenses, our audit procedures included, among others, reading certain contracts with CROs and CMOs to evaluate the financial and other relevant contractual terms, testing the accuracy and completeness of the underlying data used by management to estimate the recorded balances, and testing the mathematical accuracy of the calculation of the accrued or prepaid balances.

We also evaluated management’s estimates of costs incurred to date for a sample of clinical trials and manufacturing efforts by making direct inquiries of the Company’s research and development personnel who oversee the research and development program.

Further, we requested direct confirmation of total contract value, costs incurred, amounts invoiced, invoices unpaid and expected service period as of December 31, 2024, from a sample of CROs and CMOs.

To evaluate the completeness of the accrued research and development expenses we also examined invoices received from a sample of vendors and a sample of cash disbursements made to third-party service providers subsequent to December 31, 2024, to the extent such invoices were received, or payments were made prior to the date that the financial statements were issued.

We obtained an understanding, evaluated the design, and tested the operating effectiveness of relevant controls over the Company’s process to account for the notes payable, including controls over the determination and review of the above assumptions.

To test the Company’s estimate of the fair value of the notes payable, our audit procedures included, among others, the use of our valuation specialists to perform a comparative calculation of the scenario-based discounted cash flow model, evaluate the Company-specific senior secured credit risk rate, and perform sensitivity analyses on the above assumptions.

We assessed the Company’s estimated probability and timing of regulatory approvals of product candidates and certain early redemption events through various procedures which included, among others, inquiries of Company executives and employees responsible for clinical operations, independent verification of the industry publication used by the Company, challenged the above assumptions through searches for contrary evidence, and assessed consistency of the above assumptions with evidence obtained in other areas of our audit.

We also verified the scenarios utilized in the model align with the NPA terms and verified the above assumptions were accurately included in the model.

/s/ Ernst & Young LLP

We have served as the Company’s auditor since 2022.

Boston, Massachusetts

Stamford, Connecticut

March 2, 2026

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Prepaid expenses 47,022 49,376

Income tax receivable 2,597 13,252

Other current assets 2,170 3,105

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39,958 32,782

Notes payable 238,900 —

Other non-current liabilities 4,583 4,663

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Accumulated deficit ( 2,084,536 ) ( 1,345,714 )

Accumulated other comprehensive income (loss)

Accumulated other comprehensive income

Total shareholders' equity 52,072 423,436

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Loss from operations ( 745,378 ) ( 885,111 ) ( 436,051 )

Other income (expense):

Other income (expense), net

Other income:

Other income, net

7,998 39,424 26,500

Total other income (expense), net

Total other income, net

7,998 39,424 26,500

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Foreign currency translation adjustments ( 3 ) 78 ( 497 )

Net unrealized gain (loss) related to available-for-sale debt securities

66 148 ( 145 )

Net unrealized (loss) gain related to available-for-sale debt securities

Change in instrument-specific credit risk of liabilities measured at fair value

Other comprehensive income (loss)

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Common Shares

Shares Amount Net Investment from Former Parent Additional Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive (Loss) Income

Shares Amount Additional Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive (Loss) Income

Total Shareholders' Equity

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Net loss — — — ( 408,168 ) — ( 408,168 )

Net transfers from Former Parent, including separation related adjustments — — 776,630 — — — 776,630

Issuance of common shares in connection with the Separation and reclassification of Net investment from Former Parent 39,375,944 332,166 ( 332,166 ) — — — —

Issuance of common shares, net of offering costs 11,761,363 242,425 — — — 242,425

Issuance of common shares under 2022 Equity Incentive Plan 64,535 772 — ( 321 ) — — 451

Non-cash share-based compensation expense — — — 14,189 — — 14,189

Other comprehensive income — — — — — 284 284

Balances as of December 31, 2022 68,190,479 615,742 — 13,869 ( 91,124 ) 284 538,771

Net loss — — — — ( 408,168 ) — ( 408,168 )

Issuance of common shares, net of offering costs 11,761,363 242,425 — — — — 242,425

Issuance of common shares as payment for license agreement

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101,221,989 1,656,702 112,369 ( 1,345,714 ) 79 423,436

— — — ( 738,822 ) — ( 738,822 )

Issuance of common shares, net of offering costs

26,833,334 188,725 — — — 188,725

Issuance of common shares as payment under license and other agreements

3,943,507 64,824 ( 8,554 ) — — 56,270

Issuance of common shares under 2022 Equity Incentive Plan and 2022 Employee Share Purchase Plan

776,283 24,025 ( 22,192 ) — — 1,833

Non-cash share-based compensation expense

— — 112,361 — — 112,361

Other comprehensive income

— — — — 8,269 8,269

Balances as of December 31, 2025

132,775,113 $ 1,934,276 $ 193,984 $ ( 2,084,536 ) $ 8,348 $ 52,072

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

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Acquisition of IPR&D asset — 10,811 —

Impairment of Artizan preferred stock — — 10,000

Depreciation and amortization 9,922 7,855 6,912

Issuance of Former Parent common shares as payment for license and consulting agreements — — 1,779

Issuance of common shares as payment for license agreement

4,844 71,627 21,814

Change in fair value of notes payable

( 8,700 ) — —

Obligation to issue common shares as payment for license agreements and other arrangements

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Purchases of property and equipment ( 715 ) ( 4,049 ) ( 3,048 )

Payment for IPR&D asset acquisition — — ( 35,000 )

Cash acquired from acquisition of IPR&D asset

Purchase of Artizan preferred stock — — ( 4,000 )

Net cash (used in) provided by investing activities

Other investing activities

( 1,849 ) — —

Net cash provided by (used in) investing activities

$ 300,561 $ ( 244,974 ) $ 129,830

Cash flows from financing activities:

Net transfers from Former Parent — — 449,130

Change in restricted cash due to Former Parent

— — ( 35,212 )

Proceeds from issuance of notes payable

Proceeds from issuance of common shares 189,175 666,165 243,225

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1,833 11,501 4,695

Other financing activities, net

Other financing activities

( 194 ) 2,258 —

Net cash provided by financing activities $ 439,117 $ 677,774 $ 211,908

Effect of exchange rates on cash, cash equivalents and restricted cash ( 3 ) 75 ( 497 )

Net (decrease) increase in cash, cash equivalents and restricted cash

Net increase (decrease) in cash, cash equivalents and restricted cash

130,237 ( 149,578 ) 9,516

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Cash paid for interest $ 216 $ 125 $ —

Cash (received) paid for income taxes

$ ( 10,444 ) $ ( 33,300 ) $ 38,165

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

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The Company is advancing its innovative portfolio of therapeutics, leveraging its proven drug development experience and multiple, proprietary drug development platforms.

Biohaven's extensive clinical and preclinical programs include Kv7 ion channel modulation for epilepsy and mood disorders;

extracellular protein degradation for immunological diseases;

Transient Receptor Potential Melastatin 3 ("TRPM3") antagonism for migraine and neuropathic pain;

Tyrosine Kinase 2/Janus Kinase 1 ("TYK2/JAK1") inhibition for neuroinflammatory disorders;

glutamate modulation for obsessive compulsive disorder (“OCD”);

and spinocerebellar ataxia ("SCA");

myostatin inhibition for neuromuscular and metabolic diseases, including spinal muscular atrophy ("SMA") and obesity;

antibody recruiting bispecific molecules ("ARMs") and antibody drug conjugates ("ADCs") for cancer.

Biohaven's key clinical and preclinical programs include Kv7 ion channel modulation for epilepsy;

Molecular Degrader of Extracellular Proteins (“MoDE”) and Targeted Removal of Aberrant Protein ("TRAP") extracellular protein degradation for immunological diseases;

and myostatin-activin pathway targeting agent for neuromuscular and metabolic diseases, including obesity.

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.

Product candidates currently under development will require significant additional research and development efforts, including preclinical and clinical testing and regulatory approval, prior to commercialization.

Product candidates currently under development will require significant additional research and development ("R&D") efforts, including preclinical and clinical testing and regulatory approval, prior to commercialization.

These efforts may require additional capital, additional personnel and infrastructure, and further regulatory and other capabilities.

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On October 3, 2022, Biohaven Pharmaceutical Holding Company Ltd.

(the “Former Parent”) completed the distribution (the “Distribution”) to holders of its common shares of all of the outstanding common shares of Biohaven Ltd.

and the spin-off of Biohaven Ltd.

from the Former Parent (the “Spin-Off”) described in Biohaven’s Information Statement attached as Exhibit 99.1 to Biohaven’s Registration Statement on Form 10, as amended (Reg.

Collectively, we refer to the Distribution and Spin-Off throughout this Quarterly Report on Form 10-Q as the "Separation." As a result of the Separation, Biohaven Ltd.

became an independent, publicly traded company as of October 3, 2022, and commenced regular way trading under the symbol “BHVN”’ on the New York Stock Exchange (the "NYSE") on October 4, 2022.

Where we describe historical business activities in this report, we do so as if the Former Parent’s activities related to such assets and liabilities had been performed by the Company.

(the “Former Parent”) completed the distribution to holders of its common shares of all of our outstanding common shares and the spin-off of Biohaven from the Former Parent (the “Separation”).

As a result of the Separation, Biohaven became an independent, publicly traded company as of October 3, 2022, and commenced regular way trading under the symbol “BHVN”’ on the New York Stock Exchange on October 4, 2022.

In connection with the Separation, the Company entered into various agreements relating to transition services, licenses and certain other matters with the Former Parent.

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Basis of Presentation

The financial statements for all periods presented, including the historical results of the Company prior to October 3, 2022, are now referred to as "Consolidated Financial Statements," and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”).

The financial statements for all periods presented have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”).

The accompanying consolidated financial statements include the accounts of Biohaven Ltd.

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All significant intercompany balances and transactions have been eliminated in consolidation.

Periods Prior to the Separation

On October 3, 2022, the Company became a standalone publicly traded company, and its financial statements are now presented on a consolidated basis.

Prior to the Separation on October 3, 2022, the Company’s historical combined financial statements were prepared on a standalone basis and were derived from the Former Parent's consolidated financial statements and accounting records.

For periods prior to the Separation, the consolidated financial statements present, on a historical basis, the combined assets, liabilities, expenses and cash flows directly attributable to the Business, which have been prepared from the Former Parent’s consolidated financial statements and accounting records, and are presented on a stand-alone

BIOHAVEN LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share and per share amounts)

Nature of the Business and Basis of Presentation (Continued)

basis as if the operations had been conducted independently from the Former Parent.

The consolidated statements of operations for periods prior to the Separation include all costs directly related to the Business, including costs for facilities, functions and services utilized by the Company.

The consolidated statements of operations for periods prior to the Separation also include allocations for various expenses related to the Former Parent’s corporate functions, including research and development, human resources, information technology, facilities, tax, shared services, accounting, finance and legal.

These expenses were allocated on the basis of direct usage or benefit when specifically identifiable, with the remainder allocated on a proportional cost allocation method primarily based on employee labor hours or direct expenses.

Management believes the assumptions underlying the consolidated financial statements for periods prior to the Separation, including the expense methodology and resulting allocation, are reasonable for all periods presented.

However, the allocations may not include all of the actual expenses that would have been incurred by the Company and may not reflect its consolidated results of operations, financial position and cash flows had it been a standalone company during the periods presented.

It is not practicable to estimate actual costs that would have been incurred had the Company been a standalone company and operated as an unaffiliated entity during the periods presented.

Actual costs that might have been incurred had the Company been a standalone company would depend on a number of factors, including the chosen organizational structure, what corporate functions the Company might have performed directly or outsourced and strategic decisions the Company might have made in areas such as executive management, legal and other professional services, and certain corporate overhead functions.

The income tax amounts in the consolidated financial statements for the periods prior to the Separation were calculated on a separate return method and is presented as if the Company’s operations were separate taxpayers in the respective jurisdiction.

Therefore, tax expense, cash tax payments, and items of current and deferred taxes may not be reflective of the Company's actual tax balances prior to or subsequent to the Distribution.

The consolidated balance sheets for periods prior to the Separation include assets and liabilities that have been determined to be specifically identifiable or otherwise attributable to the Company, including certain assets that were historically held at the corporate level in the Former Parent.

All intracompany transactions within the Company have been eliminated.

All intercompany transactions between the Company and the Former Parent are considered to be effectively settled in the consolidated financial statements at the time the transactions are recorded.

The total net effect of these intercompany transactions considered to be settled is reflected in the consolidated statement of cash flows within financing activities as “Net transfers from Former Parent.” See Note 13, "Related Party Transactions," for additional information regarding related party transactions.

For periods prior to the Separation, the Company's equity balance in these consolidated financial statements represents the excess of total assets over liabilities.

Net investment from Former Parent is primarily impacted by contributions from the Former Parent, which are the result of net funding provided by or distributed to the Former Parent.

As a result of the Separation, the Company’s Net investment from Former Parent balance was reclassified to common shares.

The Net investment from Former Parent balance reclassified to common shares during the fourth quarter of 2022 included Separation-related adjustments of $ 27,811 .

The adjustments related primarily to differences in the amount of assets and liabilities transferred to the Company upon the Separation and the amount of the transferred assets and liabilities reported in the Company’s combined balance sheet as of September 30, 2022.

Going Concern

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

Through March 3, 2025, the Company has funded its operations primarily with funding from the Former Parent, proceeds from the sale of its common shares (refer to Note 6, "Shareholders' Equity"), and the cash contribution received from the Former Parent at the Separation (refer to Note 13, "Related Party Transactions.") The Company has incurred recurring losses since its inception and expects to continue to generate operating losses for the foreseeable future.

Through March 2, 2026, the Company has funded its operations primarily with funding from the Former Parent, including a cash contribution received at the Separation, proceeds from the sale of its common shares, and proceeds from the sale of senior secured notes under its Note Purchase Agreement (as defined in Note 2, "Summary of Significant Accounting Policies" and described in Note 6, "Notes Payable").

The Company has incurred recurring losses since its inception and expects to continue to generate operating losses for the foreseeable future.

As of the date of issuance of these consolidated financial statements, the Company expects its existing cash, cash equivalents and marketable securities will be sufficient to fund operating and financial commitments, and other cash requirements for at least one year after the issuance date of these financial statements.

To execute its business plans, the Company will require funding to support its continuing operations and pursue its growth strategy.

Until such time as the Company can generate significant revenue from product sales or royalties, if ever, it expects to finance its operations through the sale of public or private equity, debt financings or other capital sources,

BIOHAVEN LTD.

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Nature of the Business and Basis of Presentation (Continued)

including collaborations with other companies or other strategic transactions.

The Company may not be able to obtain financing on acceptable terms, or at all.

To execute its business plans, the Company will require funding to support its continuing operations and pursue its growth strategy.

However, there can be no assurance that such funding will be available on acceptable terms, in a timely manner, or at all.

The terms of any financing may adversely affect the holdings or the rights of the Company’s shareholders.

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The preparation of consolidated financial statements in conformity with 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 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, valuation of forward contract and derivative liabilities, and determining the allocations of costs and expenses from the Former Parent.

In addition, management’s assessment of the Company’s ability to continue as a going concern involves the estimation of the amount and timing of future cash inflows and outflows.

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Cash and cash equivalents $ 229,957 $ 99,134 $ 248,402

Restricted cash held on behalf of Former Parent

Restricted cash (included in other current assets) 527 275 1,318

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We seek to diversify our investments and limit the amount of investment concentrations for individual institutions, maturities and investment types.

We classify marketable debt securities as available-for-sale and, accordingly, record such securities at fair value on the consolidated balance sheets.

We classify marketable debt securities as

BIOHAVEN LTD.

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Summary of Significant Accounting Policies (Continued)

these securities as current assets as these investments are intended to be available to the Company for use in funding current operations.

available-for-sale and, accordingly, record such securities at fair value on the consolidated balance sheets.

We classify these securities as current assets as these investments are intended to be available to the Company for use in funding current operations.

Unrealized gains and losses on our marketable debt securities that are deemed temporary are included in accumulated other comprehensive income as a separate component of shareholders’ equity.

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The Company accounted for certain consideration agreed to in connection with the amendment, dated as of May 1, 2024 (the "Knopp Amendment"), to the Membership Interest Purchase Agreement, dated as of February 24, 2022 (the "Purchase Agreement") entered into with Knopp Biosciences, LLC ("Knopp") as derivative liabilities under ASC 815 (see Notes 4, "Fair Value of Financial Assets and Liabilities" and 11, "License, Acquisitions and Other Agreements").

The Company evaluates warrants issued as either equity instruments, liabilities or derivative liabilities in accordance with ASC Topic 480, Distinguishing Liabilities from Equity ("ASC 480") and/or ASC Topic 815, Derivatives and Hedging ("ASC 815"), depending on the specific terms of the warrant agreement.

The Company evaluates warrants issued as either equity instruments, liabilities or derivative liabilities in accordance with ASC 480 and/or ASC 815, depending on the specific terms of the warrant agreement.

The Company assessed the warrants issued to Knopp in May 2024 (the "Knopp Warrants") and concluded that they met the criteria for equity classification under ASC 480 and ASC 815.

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Summary of Significant Accounting Policies (Continued)

Property and Equipment

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.

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(“Kleo”), it recorded intangible assets consisting of IPR&D assets of $ 18,400 , which included an oncology therapeutic candidate entering Phase I clinical trials (BHV-1100) and a Multimodal Antibody Therapy Enhancer ("MATE") conjugation asset in the planning stage for clinical development, and goodwill of $ 1,390 .

Impairment of Long-lived Assets

The Company reviews its long-lived assets for indicators of impairment at least annually, as of November 30, and whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable.

Impairment of Definite-lived Assets

The Company reviews its definite-lived assets for indicators of impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable.

If such indicators are present, the Company assesses the recoverability of affected assets by determining whether the carrying value of such assets is less than the sum of the undiscounted future cash flows of the assets.

If such assets are found not to be recoverable, the Company measures the amount of such impairment by comparing the carrying value of the assets

If such assets are found not to be recoverable, the Company measures the amount of such impairment by comparing the carrying value of the assets to the fair value of the

BIOHAVEN LTD.

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Summary of Significant Accounting Policies (Continued)

to the fair value of the assets, with the fair value generally determined based on the present value of the expected future cash flows associated with the assets.

The Company did not record any impairment charges relating to its long-lived assets for the years ended December 31, 2024, 2023 or 2022.

assets, with the fair value generally determined based on the present value of the expected future cash flows associated with the assets.

The Company did not record any impairment charges relating to its definite-lived assets for the years ended December 31, 2025, 2024 or 2023.

Fair Value Measurements

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The fair value of the forward contract liabilities is determined based on significant inputs not observable in the market, and therefore represents a Level 3 measurement within the fair value hierarchy.

The valuations are based on a Monte Carlo simulation of the Company's share price, which requires judgement and assumption on the volatility of Biohaven's share price, discounted to present value using a risk-free rate plus Biohaven specific credit risk since payable in a variable number of shares.

The valuations are based on a Monte Carlo simulation of the Company's share price, which requires judgment and assumption on the volatility of Biohaven's share price, discounted to present value using a risk-free rate plus Biohaven specific credit risk since payable in a variable number of shares.

(see Notes 4, "Fair Value of Financial Assets and Liabilities" and 11, "License, Acquisitions and Other Agreements").

The Company has also elected to account for its NPA (as defined below) using the fair value option.

See discussion below, "Valuation of Note Purchase Agreement," as well as Note 6, "Notes Payable," and Note 4, "Fair Value of Financial Assets and Liabilities" for further detail on the NPA.

The Company determines if an arrangement contains a lease at the inception of a contract.

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Certain real estate leases require additional payments including reimbursement for real estate taxes, common area maintenance and insurance, which are expensed as incurred as variable lease costs.

Other real estate leases contain one fixed lease payment that includes real estate taxes, common area maintenance and insurance.

These fixed payments are considered part of the lease payment and included in the right-of-use assets and lease liabilities.

For its real estate leases, which are accounted for as operating leases, the Company has elected the practical expedient to include both the lease and non-lease components as a single component.

In addition, payments made by the

Other real estate leases contain one

BIOHAVEN LTD.

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Summary of Significant Accounting Policies (Continued)

Company for improvements to the underlying asset, if the payment relates to an asset of the lessor, are recorded as prepaid rent within other non-current assets in the consolidated balance sheets prior to lease commencement and on commencement, reclassified to the right-of-use asset.

fixed lease payment that includes real estate taxes, common area maintenance and insurance.

These fixed payments are considered part of the lease payment and included in the right-of-use assets and lease liabilities.

For its real estate leases, which are accounted for as operating leases, the Company has elected the practical expedient to include both the lease and non-lease components as a single component.

In addition, payments made by the Company for improvements to the underlying asset, if the payment relates to an asset of the lessor, are recorded as prepaid rent within other non-current assets in the consolidated balance sheets prior to lease commencement and on commencement, reclassified to the right-of-use asset.

As of December 31, 2025, the Company had restricted cash of $ 2,295 included in other non-current assets in the consolidated financial statements, which represents collateral held by banks for letters of credit issued in connection with the leased office space in Yardley, Pennsylvania and leased office and lab spaces in Cambridge, Massachusetts and Pittsburgh, Pennsylvania.

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See Note 12, "Commitments and Contingencies," for additional information on real estate leases.

Valuation of Note Purchase Agreement

On April 28, 2025 the Company entered into a Note Purchase Agreement (the “Note Purchase Agreement” or "NPA") with Beetlejuice SA LLC, an affiliate of Oberland Capital Management LLC ("Oberland"), certain subsidiaries of the Company, as obligors and the purchasers party thereto (the "Purchasers"), as described in further detail in Note 6, "Notes Payable." In addition to secured notes in the principal amount of $ 250,000 , which were issued in April 2025, Oberland has agreed to purchase, at the option of the Company and subject to the satisfaction of certain conditions, including the receipt of approval from the U.S.

Food and Drug Administration (the “FDA”) for troriluzole, a second tranche of secured notes in up to three purchases on or before June 30, 2026 for an aggregate purchase price of $ 150,000 .

The Company may also sell, at its option and subject to the approval of each Purchaser agreeing to participate therein, in its sole discretion, additional secured notes in up to four purchases for an aggregate purchase price of $ 200,000 , the proceeds of which may be used solely to fund permitted acquisitions and related costs and expenses.

Under the NPA, the Company will be obligated to make Revenue Payments (as defined in Note 6) based on a percentage of global net sales of troriluzole and make a Milestone Payment (as defined in Note 6), equal to 35 % of the total funded amount, upon regulatory approval of any drug candidate.

The Company assessed the terms and features of the NPA and determined that the Company is eligible to elect the fair value option under ASC 825, "Financial Instruments." The NPA contains various embedded features and the election of the fair value option allows the Company to bypass analysis of potential embedded derivatives and further analysis of bifurcation of any recognized financial liabilities.

Under the fair value option, the financial liability, which is recorded as Notes Payable on the consolidated balance sheet, is initially measured at its fair value on the issuance date and subsequently remeasured at estimated fair value on a recurring basis at each reporting date.

Subsequent changes in fair value, excluding the impact of the change in fair value attributable to instrument-specific credit risk, are separately presented as a component of other income (expense), net in the consolidated statements of operations and comprehensive loss.

The portion of the fair value adjustment attributed to a change in the instrument-specific credit risk is recognized and separately presented as a component of other comprehensive income (loss).

The portion of total changes in fair value attributable to changes in instrument-specific credit risk are determined through specific measurement of periodic changes in the discount rate assumption exclusive of base market changes and are presented as a component of comprehensive income (loss) in the accompanying consolidated statements of operations and comprehensive loss.

As the Company elected to account for the NPA under the fair value option, debt issuance costs, which were not material, were immediately expensed within general and administrative expense in the consolidated statements of operations and comprehensive loss.

Additionally, the Company has elected not to present interest expense separately from changes in fair value and therefore will not separately present interest expense associated with the NPA.

The fair value of the NPA represents the present value of estimated future payme nts under the NPA.

The fair value of the NPA is calculated using a scenario-based discounted cash flow model.

The fair value measurement is based o n significant Level 3 unobservable inputs such as management's assumptions on the probability and timing of regulatory approvals for troriluzole and other product candidates, probability and timing of an early redemption of all obligations under the NPA, and discount rate using a risk-free rate plus Biohaven-specific senior secured credit risk .

BIOHAVEN LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share and per share amounts)

Summary of Significant Accounting Policies (Continued)

Research and Development Costs

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Certain judgments and estimates are made in determining the accrued balances at the end of any reporting period.

Actual results could differ from the Company's estimates.

The Company's historical accrual estimates have not been materially different from the actual costs.

Foreign Currency

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

The Company lacks a sufficient history of company-specific historical and implied volatility information for its

In prior fiscal years, the Company lacked a sufficient history of company-specific historical and implied volatility information for its shares.

Therefore, it estimated its expected share price volatility based on the historical volatility of publicly traded peer companies.

Beginning on January 1, 2025, the Company determined that it had sufficient trading activity to use company-specific trading data within the assumption of expected share price volatility, and expected volatility was estimated using a blend of the Company's historical price volatility and the historical price volatility of publicly traded peer companies.

The Company expects to continue to apply this approach until such time that it has sufficient historical data regarding the volatility of its own traded share price that is consistent with the expected term of the option grants.

The expected term of all of the Company's share options has been determined utilizing the "simplified" method.

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 approximately equal to the expected term of the award.

Expected dividend yield is

BIOHAVEN LTD.

2 unchanged sentences

Summary of Significant Accounting Policies (Continued)

Therefore, it estimates its expected share price volatility based on the historical volatility of publicly traded peer companies and expects to continue to do so until such time as it has adequate historical data regarding the volatility of its own traded share price.

The expected term of all of the Company's share options has been determined utilizing the "simplified" method.

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 approximately equal to the expected term of the award.

Expected dividend yield is based on the fact that the Company has never paid cash dividends on common shares and does not expect to pay any cash dividends in the foreseeable future.

based on the fact that the Company has never paid cash dividends on common shares and does not expect to pay any cash dividends in the foreseeable future.

Management evaluates its award grants and modifications and will adjust the fair value if any are determined to be spring-loaded.

Share-Based Compensation for Periods Prior to the Separation

Prior to the Separation from the Former Parent on October 3, 2022, certain of the Company’s employees have historically participated in the Former Parent’s non-cash share-based compensation plans.

Non-cash share-based compensation expense for periods prior to the Separation has been allocated to the Company based on a combination of specific identification and a proportionate cost allocation method.

The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the consolidated financial statements or in the Company's tax returns.

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Therefore, basic and diluted net loss per share were the same for all periods presented.

Net Loss per Share for Periods Prior to the Separation

Net loss per share for periods prior to the Separation from the Former Parent was calculated based on the 39,375,944 shares of the Company's common shares distributed to the Former Parent's shareholders at the time of the Distribution, including common shares issued in connection with Former Parent share options that were exercised on October 3, 2022 and common shares issued in connection with Former Parent restricted share units that vested on October 3, 2022.

The same number of shares is being utilized for the calculation of basic and diluted earnings per share for all periods presented prior to the Spin-Off.

Concentrations of Credit Risk

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federal government and federal agency securities, corporate bonds or commercial paper, supranational and sovereign obligations, certain qualifying money market mutual funds, certain repurchase agreements, and places restrictions on credit ratings, maturities, and concentration by type and issuer.

The Company is exposed to

BIOHAVEN LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share and per share amounts)

Summary of Significant Accounting Policies (Continued)

credit risk in the event of a default by the financial institutions holding its cash in excess of government insured limits and in the event of default by corporations and governments in which it holds investments in cash equivalents and short-term debt securities, to the extent recorded on the consolidated balance sheets.

The Company is exposed to credit risk in the event of a default by the financial institutions holding its cash in excess of government insured limits and in the event of default by corporations and governments in which it holds investments in cash equivalents and short-term debt securities, to the extent recorded on the consolidated balance sheets.

Segment Information

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Recently Adopted Accounting Pronouncements

In November 2023, the FASB issued ASU No.

2023-07, Segment Reporting—Improvements to Reportable Segment Disclosures, which expands reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.

The amendments in ASU No.

2023-07 apply to public entities, including those with a single reportable segment, and are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.

The Company adopted ASU 2023-07 as of January 1, 2024, the primary impact of which was the disclosure of the significant segment expenses reviewed by the Company’s CODM.

Refer to Note 14, "Segment Information" for disclosure of the information required under ASU 2023-07.

Recently Issued Accounting Pronouncements

In December 2023, the FASB issued ASU No.

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The ASU also includes certain other amendments to improve the effectiveness of income tax disclosures.

The amendments in ASU 2023-09 are effective for fiscal years beginning after December 15, 2024, with early adoption permitted for annual financial statements that have not yet been issued or made available for issuance.

The Company is currently evaluating the impact ASU No.

2023-09 will have on its consolidated financial statements.

The Company has adopted ASU 2023-09 for the fiscal year ending December 31, 2025 and applied a retroactive approach for the prior year disclosures.

The primary impact of the Company's adoption of ASU 2023-09 was expansion the Company's effective

BIOHAVEN LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share and per share amounts)

Summary of Significant Accounting Policies (Continued)

income tax rate reconciliation table as well as the addition of a tabular disclosure to provide income taxes paid, net of refunds received, by jurisdiction.

See Note 13, " Income Taxes."

Recently Issued Accounting Pronouncements

In November 2024, the FASB issued ASU No.

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The Company is currently evaluating the impact ASU 2024-03 will have on its consolidated financial statements.

BIOHAVEN LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share and per share amounts)

Marketable Securities

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treasury bills $ 114,109 $ — $ 114,109 $ 61 $ — $ 114,170

treasury bonds

74,526 — 74,526 34 — 74,560

Total $ 114,109 $ — $ 114,109 $ 61 $ — $ 114,170

1 unchanged sentence

Debt securities

corporate bonds $ 46,228 $ — $ 46,228 $ 7 $ ( 24 ) $ 46,211

Foreign corporate bonds 7,180 — 7,180 — ( 7 ) 7,173

treasury bills 312,262 — 312,262 82 ( 47 ) 312,297

treasury bonds

74,526 — 74,526 34 — 74,560

Total $ 386,788 $ — $ 386,788 $ 116 $ ( 47 ) $ 386,857

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Marketable Securities (Continued)

Summarized below are the debt securities available-for-sale the Company held at December 31, 2024 and December 31, 2023 that were in an unrealized loss position, aggregated by the length of time the investments have been in that position:

The Company did not have any investments that were in an unrealized loss position as of December 31, 2025 Summarized below are the debt securities available-for-sale the Company held at December 31, 2024 that were in an unrealized loss position, aggregated by the length of time the investments have been in that position:

Less than 12 months

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treasury bills 4 58,988 ( 47 )

December 31, 2023

Debt securities

corporate bonds 6 $ 29,537 $ ( 24 )

Foreign corporate bonds 1 7,173 ( 7 )

Total 7 $ 36,710 $ ( 31 )

The Company did no t have any investments in a continuous unrealized loss position for more than twelve months as of December 31, 2025 or December 31, 2024.

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Gross investment income includes interest income from debt securities available-for-sale, money-market funds, cash, and restricted cash.

Net investment income included in other income (expense), net in the consolidated statements of operations for the years ended December 31, 2024, December 31, 2023, and December 31, 2022 were as follows:

Net investment income included in other income, net in the consolidated statements of operations for the years ended December 31, 2025, December 31, 2024, and December 31, 2023 were as follows:

2025 2024 2023

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We utilize the specific identification method in computing realized gains and losses on sales of debt securities.

The proceeds from the sale of debt securities available-for-sale and the related gross realized losses for the year ended December 31, 2024, 2023 and 2022 were as follows:

2024 2023 2022

Proceeds from sales

$ — $ 4,920 $ —

Gross realized losses

The Company had no sales of debt securities available-for-sale during the years ended December 31, 2025 or 2024.

Proceeds from the sale of debt securities available-for-sale and the related gross realized losses for the year ended 2023 were $ 4,920 and $ 39 , respectively.

Fair Value of Financial Assets and Liabilities

The preparation of the Company’s consolidated financial statements in accordance with GAAP requires certain assets and liabilities to be reflected at their fair value and others to be reflected on another basis, such as an adjusted

BIOHAVEN LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share and per share amounts)

Fair Value of Financial Assets and Liabilities (Continued)

historical cost basis.

In this note, the Company provides details on the fair value of financial assets and liabilities and how it determines those fair values.

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See Fair Value Measurements in Note 2, "Summary of Significant Accounting Policies," for a brief description of the type of valuation information (“valuation inputs”) that qualifies a financial asset or liability for each level.

Financial assets measured at fair value on a recurring basis on the consolidated balance sheets at December 31, 2024 and December 31, 2023 and financial liabilities measured at fair value on a recurring basis on the consolidated balance sheet at December 31, 2024 were as follows:

BIOHAVEN LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share and per share amounts)

Fair Value of Financial Assets and Liabilities (Continued)

Financial assets and liabilities measured at fair value on a recurring basis on the consolidated balance sheets at December 31, 2025 and December 31, 2024 were as follows:

Fair Value Measurement Using:

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December 31, 2025

Cash equivalents Money market funds $ 38,967 $ — $ — $ 38,967

Cash and cash equivalents

Money market funds $ 195,265 $ — $ — $ 195,265

Cash and cash equivalents

treasury bills — 24,990 — 24,990

Marketable securities U.S.

treasury bills — 89,180 — 89,180

Marketable securities

treasury bonds

— 74,560 — 74,560

Other current assets

Money market funds

Other non-current assets

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Total assets $ 198,532 $ 114,170 $ — $ 312,702

Forward contract liability, current

$ — $ — $ 71,500 $ 71,500

Derivative liability, current

— — 13,210 13,210

Notes payable

Notes payable, non-current $ — $ — $ 238,900 $ 238,900

Total liabilities

$ — $ — $ 238,900 $ 238,900

December 31, 2024

Cash equivalents Money market funds $ 59,199 $ — $ — $ 59,199

Cash equivalents U.S.

treasury bills — 27,901 — 27,901

Cash equivalents U.S.

corporate bonds — 6,001 — 6,001

Cash and cash equivalents

Money market funds $ 38,967 $ — $ — $ 38,967

Marketable securities U.S.

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Marketable securities U.S.

corporate bonds — 40,210 — 40,210

Marketable securities Foreign corporate bonds — 7,173 — 7,173

treasury bonds

— 74,560 — 74,560

Other non-current assets Money market funds 3,133 — — 3,133

Total assets $ 71,807 $ 357,150 $ — $ 428,957

The Company had no financial liabilities measured at fair value on a recurring basis as of December 31, 2023.

Forward contract liability, current

$ — $ — $ 71,500 $ 71,500

Derivative liability, current

— — 13,210 13,210

Total liabilities $ — $ — $ 84,710 $ 84,710

There were no securities transferred between Level 1, 2, and 3 during the years ended December 31, 2025 or December 31, 2024.

The following is a description, including valuation methodology, of the financial assets and liabilities measured at fair value on a recurring basis:

Cash and Cash Equivalents, Other Current Assets, and Other Non-Current Assets

Financial assets measured at fair value on a recurring basis classified within cash and cash equivalents, other current assets, and other non-current assets at December 31, 2025 and 2024 consisted of cash invested in U.S.

treasury bills with original maturities of three months or less at time of purchase and short-term money market funds that are readily convertible to known amounts of cash and redeemable daily at the election of the Company.

The carrying value for these financial assets approximates fair value due to the near term maturities of the U.S.

treasury bills and money market fund's underlying security holdings resulting in an insignificant change in value because of changes in interest rates.

When quoted prices are available in an active market, these assets are classified in Level 1 of the fair value hierarchy and consisted of short-term money market funds.

BIOHAVEN LTD.

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Fair Value of Financial Assets and Liabilities (Continued)

The following is a description, including valuation methodology, of the financial assets and liabilities measured at fair value on a recurring basis:

Cash Equivalents

Cash equivalents at December 31, 2024 consisted of cash invested in short-term money market funds that were readily convertible to known amounts of cash and redeemable daily at the election of the Company.

The carrying value of cash equivalents approximates fair value due to the near term maturity of the fund's underlying security holdings resulting in an insignificant change in value because of changes in interest rates.

When quoted prices are available in an active market, cash equivalents are classified in Level 1 of the fair value hierarchy.

Marketable Securities and Other Non-Current Assets

Quoted prices for identical assets in active markets are considered Level 1 and consist of on-the-run U.S.

Treasury bills.

The fair values of the Company’s Level 2 debt securities are obtained from quoted market prices of debt securities with similar characteristics, quoted prices from identical assets in inactive markets, or discounted cash flows to estimate fair value.

Marketable Securities

At December 31, 2025 and 2024, the fair value of the Company's Level 2 debt securities are obtained from quoted market prices of debt securities with similar characteristics, quoted prices from identical assets in inactive markets, or discounted cash flows to estimate fair value.

The Company's Level 2 marketable securities consisted of off-the-run U.S.

treasury bills and treasury bonds.

Forward Contract and Derivative Liability

In connection with the Knopp Amendment, the Company agreed to issue to Knopp additional common shares of the Company with an approximate value of $ 75,000 within 60 days of the first anniversary of execution of the Knopp Amendment (the “2025 Additional Consideration”).

In addition, Knopp has the option to request a one-time cash true-up payment from the Company in December 2025, as defined in the agreement (the "2025 Knopp True-up").

In connection with the amendment, dated as of May 1, 2024 (the "Knopp Amendment"), to the Membership Interest Purchase Agreement, dated as of February 24, 2022 (as amended, the "Knopp Agreement"), entered into with Knopp Biosciences, LLC ("Knopp"), Knopp requested the one-time cash true-up payment from the Company in December 2025, as defined in the Knopp Agreement (the "2025 Additional Consideration True-Up").

See Note 11, "License, Acquisitions and Other Agreements," for further details.

The following table provides a roll forward of the fair value of the Company's forward contract and derivative liability related to the 2025 Additional Consideration and 2025 Knopp True-up, respectively, for which fair value is determined by Level 3 inputs from inception of the Knopp Amendment on May 1, 2024 to December 31, 2024:

The following table provides a roll forward of the fair value of the Company's forward contract and derivative liability related to the 2025 Additional Consideration (as defined in Note 11) and the 2025 Additional Consideration True-Up, respectively, for which fair value is determined by Level 3 inputs from December 31, 2024 to December 31, 2025:

Carrying Value

Fair value at May 1, 2024 (inception)

Change in fair value of forward contract and derivative liability in other income, net

Fair value at December 31, 2024

The fair value of the forward contract and derivative liability recognized in connection with the Knopp Amendment was determined based on significant inputs not observable in the market, and therefore represents a Level 3 measurement within the fair value hierarchy.

The valuation is based on a Monte Carlo simulation of Biohaven's share price, which requires judgement and assumptions on the volatility of Biohaven's share price, discounted to present value using a risk-free rate plus Biohaven specific credit risk since the 2025 Additional Consideration is payable in a variable number of shares or potentially cash for the 2025 Knopp True-up.

A summary of the unobservable inputs (Level 3 inputs) used in measuring the Company’s forward contract and derivative liability related to the 2025 Additional Consideration and 2025 Knopp True-up, respectively, as of December 31, 2024 and May 1, 2024 are as follows, presented on a weighted-average basis based on relative fair value:

As of December 31, 2024

As of May 1, 2024

Time to payment and potential payment (years)

Volatility (annual)

67.5 % 80.0 %

Discount rate

12.0 % 14.8 %

Our expectations of the volatility of Biohaven's share price at the reporting date could be materially different than our actual future volatility, and if so, would mean the estimated fair value could be significantly higher or lower than the fair value determined.

The Company expects the fair value of the forward contract to be approximately $ 75,000 on the first anniversary of the Knopp Amendment.

An increase in the derivative liability related to the 2025 Knopp True-up between the reporting date and settlement date of the derivative would have a material adverse effect on the Company's financial performance.

Loss on change in fair value of forward contract and derivative liability in other income, net

Fair value at March, 31 2025

Gain on change in fair value of forward contract and derivative liability in other income, net

Settlement of 2025 Additional Consideration at fair value ( 51,426 )

Fair value at June 30, 2025

Gain on change in fair value of derivative liability in other income, net

Fair value at September 30, 2025

Loss on change in fair value of derivative liability in other income, net

Settlement of 2025 Additional Consideration True-up at fair value to other current liabilities

Fair value at December 31, 2025

The fair value of the 2025 Additional Consideration and 2025 Additional Consideration True-up recognized in connection with the Knopp Amendment was determined based on significant inputs not observable in the market, and therefore represented a Level 3 measurement within the fair value hierarchy.

The valuation was based on a Monte Carlo simulation of Biohaven's share price, which required judgment and assumptions regarding the volatility of Biohaven's share price, discounted to present value using a risk-free rate plus Biohaven-specific subordinate unsecured credit risk since potentially payable in cash.

Both the 2025 Additional Consideration and 2025 Additional Consideration True-up were settled during 2025.

Note Purchase Agreement

On April 28, 2025, the Company entered into an NPA as described in further detail in Note 6, "Notes Payable." The Company elected to account for the NPA under the fair value option as permitted by ASC 825, "Financial Instruments."

The Company determined the fair value of the First Notes (as defined in Note 6) on April 28, 2025 was $ 255,880 .

The difference between the fair value at execution and the principal of $ 250,000 was due to a purchased loan commitment for the Second Notes (as defined in Note 6).

The purchased loan commitment resulted in a $ 5,880 offsetting asset recorded at its fair value within other current assets on the consolidated balance sheet.

At December 31, 2025, the asset related to the purchased loan commitment was determined to be impaired and the Company recorded a $ 5,880 expense to other

BIOHAVEN LTD.

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(Amounts in thousands, except share and per share amounts)

Fair Value of Financial Assets and Liabilities (Continued)

income, net on the consolidated statement of operations.

The following table provides a roll forward of the fair value of the First Notes for which fair value is determined by Level 3 inputs from April 28, 2025 to December 31, 2025:

Carrying Value

Fair value at April 28, 2025

Loss on change in fair value reported in other income, net

Fair value at June 30, 2025

Loss on change in fair value reported in other income, net

Fair value at September 30,2025

Gain on change in fair value reported in other income, net

Gain on change in fair value reported in other comprehensive income

Fair value at December 31,2025

The fair value of the First Notes represents the present value of estimated future payments under the NPA for the First Notes.

The fair value of the First Notes is calculated using a scenario-based discounted cash flow model.

The fair value measurement is based on significant Level 3 unobservable inputs such as management's assumptions on the probability and timing of regulatory approvals for troriluzole and other product candidates, probability and timing of an early redemption of all obligations under the NPA for the First Notes, and discount rate using a risk-free rate plus Biohaven-specific senior secured credit risk.

Actual probability and timing of regulatory approvals, future revenue for troriluzole, probability and timing of an early redemption event at the reporting date, and Biohaven-specific senior secured credit risk could be materially different than our assumptions, and if so, would mean the estimated fair value could be significantly higher or lower than the fair value determined.

An increase in the liability related to the First Notes between the reporting date and settlement date of the liability would have a material adverse effect on the Company's financial performance.

At December 31, 2025, the difference between the aggregate fair value and the aggregate unpaid principal balance of the First Notes was a discount of $ 11,100 .

Balance Sheet Components

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Equipment not yet in service primarily consisted of lab equipment that had not been placed into service as of December 31, 2025 or 2024.

BIOHAVEN LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share and per share amounts)

Other Non-current Assets

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As of December 31, 2025 As of December 31, 2024

Accrued employee compensation and benefits $ 16,781 $ 154

Accrued clinical trial costs 30,437 38,432

Operating lease liability - current portion

2025 Additional Consideration True-Up liability

Other accrued expenses and other current liabilities 8,607 9,099

1 unchanged sentence

$ 104,291 $ 51,487

Notes Payable

Note Purchase Agreement

On April 28, 2025 (the “Closing Date”), the Company and certain of its subsidiaries entered into the Note Purchase Agreement, by and among Biohaven Therapeutics Ltd., as issuer (the “Issuer”), the Company and certain subsidiaries of the Company, as obligors (together with the Issuer, the “Obligors”), the Purchasers and Beetlejuice SA LLC, an affiliate of Oberland, as purchaser agent (the “Purchaser Agent”).

Pursuant to the Note Purchase Agreement, the Purchasers agreed to purchase senior secured notes from the Issuer (i) in an initial tranche shortly after the Closing Date for an aggregate purchase price of $ 250,000 (the “First Notes”) and (ii) at the Company's option and subject to the satisfaction of certain conditions, including the receipt of approval from the FDA for troriluzole, in a second tranche in up to three purchases on or before June 30, 2026 for an aggregate purchase price of $ 150,000 (the “Second Notes”).

The proceeds from the sale of the First Notes and the Second Notes may be used for working capital and permitted business purposes.

The Issuer may also sell to the Purchasers, at the Issuer’s option and subject to the approval of each Purchaser agreeing to participate therein, in its sole discretion, additional notes in up to four purchases for an aggregate purchase price of $ 200,000 (the “Third Notes” and, together with the First Notes and the Second Notes, the “Notes”), the proceeds of which may be used solely to fund permitted acquisitions and related costs and expenses.

The Company received approximately $ 250,000 in proceeds from the sale of the First Notes in April 2025.

The Purchasers will be entitled to receive payments (the “Revenue Payments”) equal to, initially, 6.25 % of the global net sales of troriluzole (“Net Sales”), which will increase pro rata upon the purchase of any of the Second Notes.

If the aggregate amount of Revenue Payments (if troriluzole has received FDA approval) and any Milestone Payment made by the Issuer to the Purchasers pursuant to the Note Purchase Agreement as of December 31, 2030 (the “Test Date”) equals or exceeds the amount of the aggregate purchase price for the Notes paid by the Purchasers (the “Total Funded Amount”) to the Issuer pursuant to the Note Purchase Agreement (the “Test Date Condition”), the then-applicable percentage of Net Sales payable as Revenue Payments will automatically decrease by 60 % for all subsequent years.

If the Test Date Condition is not satisfied by the Test Date, the then-applicable percentage of Net Sales payable as Revenue Payments will automatically increase for all subsequent years to the lesser of (i) a rate that would have provided the Purchasers with 100 % of the Total Funded Amount as of the Test Date had such rate applied from the Closing Date through and including the Test Date and (ii) 80 %.

The Revenue Payments will become payable to the Purchasers on a quarterly basis after the Closing Date.

BIOHAVEN LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share and per share amounts)

The Issuer will also be obligated to pay to the Purchasers a milestone payment (the “Milestone Payment”) equal to 35 % of the Funded Amount upon the approval by the FDA or European Medicines Agency (“EMA”) of troriluzole or other Company products.

The Milestone Payment will be payable in equal quarterly installments starting in the quarter after the approval is received or, if the Milestone Payment is earned after the Test Date, in one single payment on the 10 th Business Day after the date the approval is received.

In addition to the Revenue Payments and the Milestone Payment discussed above, if the Test Date Condition is not satisfied, then the Company will be obligated to make a one-time payment to the Purchasers equal to 100 % of the Total Funded Amount as of the Test Date less the aggregate Revenue Payments and Milestone Payments made to the Purchasers as of the Test Date (the “True-Up Payment”).

If troriluzole has not received FDA approval for the treatment of obsessive compulsive disorder or spinocerebellar ataxia as of the Test Date, any Milestone Payments shall be excluded in calculating the True-Up Payment.

The Purchasers’ right to receive the Revenue Payments shall terminate on the date on which the Purchasers have received Revenue Payments and Milestone Payments (the “Total Payments”), together with any True-Up Payment paid by the Issuer to the Purchasers, in an aggregate amount equal to the then-applicable Cap Amount, unless the Note Purchase Agreement is terminated prior to such date.

The “Cap Amount” means an amount equal to the Total Funded Amount multiplied by (x) on or prior to the earlier of the Test Date and the date the Test Date Condition is satisfied, 1.65 with respect to the Second Notes and 1.95 with respect to the First Notes and any Third Notes, and (y) after the earlier of the Test Date and the date the Test Date Condition is satisfied, (a) with respect to the First Notes and Third Notes, (i) if the Test Date Condition is satisfied, 1.60 , (ii) if the Test Date Condition is not satisfied and the Total Payments as of the Test Date are equal to or greater than 90 % of the Total Funded Amount, 1.80 , (iii) if the Test Date Condition is not satisfied and the Total Payments as of the Test Date are less than 90 % but equal to or greater than 50 % of the Total Funded Amount, 1.95 , (iv) if the Test Date Condition is not satisfied and the Total Payments as of the Test Date are less than 50 % of the Total Funded Amount, 2.10 if on or prior to the 8 th anniversary of the Closing Date and 2.25 if after the 8 th anniversary of the Closing Date, and (b) with respect to the Second Notes, (i) if the Test Date Condition is satisfied, 1.40 , (ii) if the Test Date Condition is not satisfied and the Total Payments as of the Test Date are equal to or greater than 50 % of the Funded Amount, 1.65 , and (iii) if the Test Date Condition is not satisfied and the Total Payments as of the Test Date are less than 50 % of the Funded Amount, 1.75 .

If the Purchasers have not received Total Payments equal to the then-applicable Cap Amount as of the 10 th anniversary of the Closing Date (or, if no products of the Company have been approved by the FDA or EMA on or before the Test Date, the 8 th anniversary of the Closing Date), the Issuer will be obligated to pay to the Purchasers an amount equal to the Cap Amount less the Total Payments made as of such date.

Under the Note Purchase Agreement, the Issuer has an option (the “Call Option”) to terminate the Note Purchase Agreement and repurchase the Notes in full at any time upon advance written notice.

Additionally, the Purchasers have an option (the “Put Option”) to terminate the Note Purchase Agreement and to require the Company to repurchase the Notes in full upon certain enumerated events, including, but not limited to, payment defaults, covenant defaults, material breaches of representations and warranties, cross defaults to material debt, bankruptcy and insolvency defaults, material judgment defaults, key man event or a change of control.

The required purchase price with respect to the Call Option and the Put Option, as applicable, shall be (a) with respect to the portion of the Total Funded Amount relating to the First Notes and the Third Notes, (i) 120 % of such amount if Purchasers exercise the Put Option (other than in connection with a change of control or in connection with a sale of all or substantially all assets relating to troriluzole under certain conditions) on or prior to the first anniversary of the Closing Date, (ii) 135 % of such amount if the First Notes and Third Notes are repurchased voluntarily or in connection with a change of control on or prior to the date that is 18 months after the Closing Date or in connection with a definitive agreement for the sale of all or substantially all assets relating to troriluzole by August 31, 2025 and the repurchase of the Notes by September 30, 2025 and provided that, in either case, no Default or Event of Default is continuing at such time, (iii) 150 % of such amount if the First Notes and Third Notes are repurchased on or prior to the date that is 18 months after the Closing Date and the prior clauses (i) and (ii) do not apply, (iv) 175 % of such amount if the First Notes and Third Notes are repurchased from and after the date that is 18 months after the Closing Date and prior to the third anniversary of the Closing Date and (v) 195 % of such amount if the First Notes and Third Notes are repurchased after the third anniversary of the Closing Date, provided that if the Total Payments as of the Test Date are less than 50 % of the Total Funded Amount, the required purchase price shall be 210 % of such amount if such purchase price is paid on or prior to the 8 th anniversary of the Closing Date, and 225 % of such amount if such purchase price is paid after the 8 th anniversary of the Closing Date, and (b) with respect to the portion of the Total Funded Amount relating to the Second Notes, (i) 120 % of such amount if the Second Notes are repurchased on or prior to the first anniversary of the first purchase date for such Second Notes, (ii) 135 % of such amount if the Second Notes are

BIOHAVEN LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share and per share amounts)

repurchased after the first anniversary but on or prior to the second anniversary of the first purchase date for such Second Notes and (iii) 175 % of such amount if the Second Notes are repurchased after the second anniversary of the first purchase date for such Second Notes, except in the event that the Total Payments as of the Test Date are equal to or greater than 50 % of the Total Funded Amount, in which case the required purchase price shall be 165 % of such amount, minus in each case in the preceding clauses (a) and (b), the aggregate Total Payments and any True-Up Payment made to the Purchasers prior to such date.

The Issuer’s obligations under the Note Purchase Agreement are guaranteed by the Company and certain of its subsidiaries (the “Guarantors”).

To secure the Issuer’s obligations under the Note Purchase Agreement and the Guarantors’ obligations under the guarantees, the Obligors have granted the Purchaser Agent, for the benefit of the Purchasers, a security interest in the Obligors’ cash and equity interests and in specific assets related to troriluzole.

The Note Purchase Agreement contains affirmative and negative covenants, including covenants that limit or restrict the Obligors’ and their subsidiaries’ ability to, among other things, incur indebtedness, grant liens, merge or consolidate, dispose of assets, make investments, make acquisitions, enter into certain transactions with affiliates, pay dividends or make distributions, repurchase stock and enter into restrictive agreements, in each case subject to certain exceptions set forth in the Note Purchase Agreement.

In the event that by the reporting deadline of March 2, 2026, the Company's audited financial statements for the year ended December 31, 2025 or any year thereafter for the term of the agreement, are subject to any qualification, emphasis of matter or statement as to “going concern” or scope of audit, subject to certain exceptions, the Company would be in breach of its financial statement delivery covenant under the Note Purchase Agreement.

In such event, if such requirement was not amended or waived by the Purchasers, the Purchasers could have the right to exercise their remedies under the Note Purchase Agreement, which could include, but not be limited to, declaring an event of default and accelerating payment of outstanding amounts thereunder (which amounted to $ 250,000 as of December 31, 2025), plus a required premium as noted above.

The Company elected to account for the Note Purchase Agreement using the fair value option as permitted by ASC 825.

See Note 2, "Summary of Significant Accounting Policies" and Note 4, "Fair Value of Financial Assets and Liabilities" for further discussion.

Shareholders' Equity

2025 Public Offering

On November 13, 2025, the Company closed an underwritten public offering of 26,833,334 of our common shares, which included the exercise in full of the underwriters' option to purchase additional shares, at a price to the public of $ 7.50 per share, pursuant to a registration statement on Form S-3 filed with the SEC.

The net proceeds raised in the offering, after deducting underwriting discounts and expenses of the offering payable by Biohaven, were approximately $ 188,725 .

The Company intends to use the net proceeds received from the offering for general corporate purposes.

FGFR3 Agreement

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("Aimed Bio") entered into a development and license agreement (the "FGFR3 Agreement") pursuant to which Biohaven obtained the exclusive rights to develop and commercialize GeneQuantum's and Aimed Bio's joint research fibroblast growth factor receptor 3 ("FGFR3") ADC program.

As consideration for the agreement, the Company was obligated to pay

As consideration under the FGFR3 Agreement, the Company paid an upfront payment of 222,119 common shares valued at approximately $ 8,554 as of the effective date, which was recognized as R&D expense in the fourth quarter of 2024 and the obligation to issue common shares was recorded to additional paid-in capital on the consolidated balance sheet.

The shares were issued in January 2025.

Knopp Amendment

In May 2024, the Company entered into the Knopp Amendment under which the parties thereto agreed to revise the success-based payment and royalty payment obligations under the Knopp Agreement.

As partial consideration, the Company issued 1,872,874 of the Company's common shares to Knopp, valued at approximately $ 65,981 .

As further consideration for the revisions to the success-based payment and royalty payment obligations in the Knopp Amendment, the Company issued to Knopp a warrant to purchase 294,195 of the Company's common shares with a purchase price of $ 67.98 , subject to certain specified development milestones and the Company achieving a specified market capitalization, valued at approximately $ 3,340 .

In June 2025, as remaining share consideration, the Company issued 3,588,688 Company

BIOHAVEN LTD.

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Shareholders' Equity (Continued)

an upfront payment of 222,119 common shares valued at approximately $ 8,554 as of the effective date, which were issued in January 2025.

Knopp Amendment

In May 2024, the Company entered into the Knopp Amendment under which the parties thereto agreed to revise the success-based payment and royalty payment obligations under the Membership Purchase Agreement.

As consideration, the Company issued 1,872,874 Biohaven Shares to Knopp, valued at approximately $ 65,981 in May 2024.

The warrant was recorded at its initial fair value of $ 3,340 within additional paid-in capital on the consolidated balance sheet during the second quarter of 2024 and is not subject to remeasurement.

common shares to Knopp, valued at approximately $ 51,426 .

In December 2025, Knopp elected to surrender the 294,195 warrants to the Company for cancellation.

Refer to Note 10, "License, Acquisitions and Other Agreements" for further detail on the Knopp Amendment.

Merus Agreement

In January 2025, the Company entered into a research, co-development and collaboration agreement (the "Merus Agreement") with Merus N.V.

("Merus") to co-develop three novel dual-targeting antibody drug conjugates ("ADCs"), leveraging Merus' Biclonics® technology platform, and Biohaven's next-generation ADC conjugation and payload platform technologies.

As consideration under the Merus Agreement, the Company paid an upfront payment of 132,700 common shared valued at approximately $ 4,844 as of the effective date, which were issued in February 2025.

The upfront payment was recognized as R&D expense in the first quarter of 2025.

2024 Public Offerings

1 unchanged sentence

The net proceeds raised in the offering, after deducting underwriting discounts and expenses of the offering payable by Biohaven, were approximately $ 247,830 .

The Company intends to use the net proceeds received from the offering for general corporate purposes.

On October 2, 2024, the Company closed an underwritten public offering of 6,052,631 of its common shares, which included the exercise in full of the underwriters' option to purchase additional shares, at a price to the public of $ 47.50 per share, pursuant to a registration statement on Form S-3 filed with the SEC.

The net proceeds raised in the offering, after deducting underwriting discounts and expenses of the offering payable by Biohaven, were approximately $ 269,935 .

The Company intends to use the net proceeds received from the offering for general corporate purposes.

Pyramid Acquisition

In January 2024, the Company acquired Pyramid pursuant to the Pyramid Agreement.

In January 2024, the Company acquired Pyramid Biosciences Inc.

("Pyramid") pursuant to an Agreement and Plan of Merger, dated January 7, 2024 (the "Pyramid Agreement").

In consideration for the Pyramid acquisition, Biohaven made an upfront payment of 255,794 Company common shares, valued at approximately $ 10,894 .

As of December 31, 2024, 253,838 of these common shares have been issued by the Company.

As of December 31, 2025, 253,838 of these common shares have been issued by the Company, and the Company no longer has an obligation to issue the remaining shares, in accordance with the Pyramid Agreement.

During the first quarter of 2024, the Company recorded $ 5,689 of research and development ("R&D") expense in the consolidated statement of operations for a developmental milestone which became due under the Pyramid Agreement, to be paid in 98,129 Company common shares.

As of December 31, 2024, 97,387 of these common shares have been issued by the Company.

As of December 31, 2025, 97,387 of these common shares have been issued by the Company, and the Company no longer has an obligation to issue the remaining shares, in accordance with the Pyramid Agreement.

Refer to Note 10, "License, Acquisitions and Other Agreements" for further discussion of the Pyramid acquisition.

Equity Distribution Agreement

In October 2023, the Company entered into an equity distribution agreement pursuant to which the Company may offer and sell common shares having an aggregate offering price of up to $ 150,000 from time to time through or to the sales agent, acting as its agent or principal (the "Equity Distribution Agreement").

Sales of the Company's common shares, if any, will be made in sales deemed to be “at-the-market offerings”.

In October 2023, the Company entered into an equity distribution agreement (the "Equity Distribution Agreement") contemplating the offer and sale of common shares having an aggregate offering price of up to $ 150,000 from time to time through or to the sales agent, acting as its agent or principal.

The sales agent is not required to sell any specific amount of securities but will act as the Company's sales agent using commercially reasonable efforts consistent with its normal trading and sales practices, on mutually agreed terms between the sales agent and the Company.

The Company currently plans to use the net proceeds from any at-the-market offerings of its common shares for general corporate purposes.

In August 2024, the Company entered into an amendment to the Equity Distribution Agreement pursuant to which the Company may offer and sell common shares having an aggregate offering price of up to $ 450,000 from time to time through or to the sales agent, acting as its agent or principal.

As of December 31, 2024, the Company sold and issued 4,248,588 common shares under the Equity Distribution Agreement, as amended, for total net proceeds of approximately $ 146,250 .

As of December 31, 2024, additional common shares having an aggregate offering price of up to $ 300,000 remain available to be issued.

In August 2024, the Company entered into an amendment to the Equity Distribution Agreement contemplating the offer and sale of common shares having an aggregate offering price of up to $ 450,000 from time to time through or to the sales agent, acting as its agent or principal.

Sales of the Company's common shares, if any, will be made in sales deemed to be "at-the-market offerings." The net proceeds from any at-the-market offerings of the Company common shares are to be used for general corporate purposes.

As of December 31, 2025, the Company has sold and issued 4,248,588 common shares under the Equity Distribution Agreement, as amended, for total net proceeds of approximately $ 146,250 , all during 2024.

As of December 31, 2025, additional common shares having an aggregate offering price of up to $ 300,000 remained available to be issued.

Subsequent to December 31, 2025, the Company issued and sold an additional 17,164,940 common shares for net proceeds of $ 178,884 .

As of March 2, 2026, the date of this report, the Company issued and sold a total of 21,413,528

BIOHAVEN LTD.

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Shareholders' Equity (Continued)

common shares under the Equity Distribution Agreement, as amended, for total net proceeds of approximately $ 325,134 .

As of March 2, 2026, additional common shares having an aggregate offering price of up to $ 118,694 remain available to be issued.

Highlightll Agreement

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The net proceeds raised in the offering, after deducting underwriting discounts and expenses of the offering payable by the Company, were approximately $ 242,425 .

2022 Public Offerings

In October 2022, the Company commenced a public offering of 25,000,000 of its common shares at a price of $ 10.50 per share, pursuant to a registration statement on Form S-1 filed with the SEC, which was declared effective by the SEC on October 20, 2022.

The Company also granted the underwriters a 30-day option to purchase up to an additional 3,750,000 common shares.

On October 25, 2022, the Company closed the offering, including a full exercise of the underwriters' option to purchase additional shares.

The net proceeds raised in the offering, after deducting underwriting discounts and expenses of the offering payable by the Company, were approximately $ 282,804 .

Separation from the Former Parent

On October 3, 2022, the Former Parent completed the Distribution to holders of its common shares and the spin-off of Biohaven.

Each holder of Former Parent common shares received one common share of Biohaven for every two Former Parent common shares held of record as of the close of business, New York City time, on September 26, 2022.

In the Distribution, an aggregate of 35,840,459 common shares of the Company were issued.

The aggregate number of common shares issued in connection with the Distribution did not include 2,611,392 common shares issued in connection with Former Parent share options that were exercised on October 3, 2022 and 924,093 common shares issued in connection with Former Parent restricted share units that vested on October 3, 2022.

See Note 8, "Non-Cash Share-Based Compensation," for discussion of the Legacy Equity Award Settlement Plan.

BIOHAVEN LTD.

7 unchanged sentences

Beginning of period balance $ 69 $ 3 $ ( 145 )

Other comprehensive income (loss) 1)

66 109 ( 145 )

Amounts reclassified from accumulated other comprehensive income (loss) (2)

Other comprehensive income (loss)

66 148 ( 145 )

Other comprehensive (loss) income 1)

Amounts reclassified from accumulated other comprehensive income (2)

Other comprehensive (loss) income

End of period balance 60 69 3

1 unchanged sentence

Beginning of period balance 10 ( 68 ) 429

Other comprehensive income (loss) (1)

Other comprehensive (loss) income (1)

( 2 ) 78 ( 497 )

End of period balance 8 10 ( 68 )

Total beginning of period accumulated other comprehensive (loss) income

Instrument-specific credit risk of liabilities measured at fair value:

Beginning of period balance

Other comprehensive income (1)

End of period balance

Total beginning of period accumulated other comprehensive income (loss)

79 ( 65 ) 284

Total other comprehensive income (loss)

3 unchanged sentences

(1) There was no tax on other comprehensive income (loss) and immaterial tax on amounts reclassified from accumulated other comprehensive income (loss) during the period.

(2) Amounts reclassified from accumulated other comprehensive (loss) income for specifically identified debt securities are included in other income (expense), net in the consolidated statements of operations.

(2) Amounts reclassified from accumulated other comprehensive income for specifically identified debt securities are included in other income (expense), net in the consolidated statements of operations.

No amounts were reclassified from accumulated other comprehensive income (loss) during the years ended December 31, 2025 or 2024.

8 unchanged sentences

In January 2026, the number of common shares reserved for future issuance under the 2022 Plan automatically increased by 5,311,004 common shares.

Legacy Equity Award Settlement Plan

In September 2022, the Company's shareholders approved the Legacy Equity Award Settlement Plan (the "Legacy Plan"), which became effective on September 29, 2022.

The Legacy Plan is intended solely to provide for the grant and settlement of nonstatutory share options and RSUs, issued in respect of share options and RSUs originally granted pursuant to the Former Parent's 2017 Equity Incentive Plan and 2014 Equity Incentive Plan.

BIOHAVEN LTD.

2 unchanged sentences

Non-Cash Share-Based Compensation (Continued)

On October 3, 2022, the Former Parent completed the Distribution and the Separation.

Each Former Parent share option and RSU outstanding prior to the Distribution was converted into .5 stock options and RSUs in the Company.

In total, 4,057,121 share options and 924,093 RSUs were granted and settled into 2,611,392 and 924,093 common shares, respectively, under the Legacy Plan on October 3, 2022.

Non-Cash Share-Based Compensation Expense

For periods prior to the Separation from the Former Parent, non-cash share-based compensation has been allocated to the Company by using a combination of specific identification and a proportionate cost allocation method based on employee hours or directly identified operating expenses, depending on the employee’s function.

The amounts presented are not necessarily indicative of future awards and do not necessarily reflect the costs that the Company would have incurred as an independent company for the periods presented.

Upon the effectiveness of the Company's Spin-off from the Former Parent, each Former Parent share option and RSU outstanding vested immediately (the "Acceleration") and converted into .5 share options and RSUs in the Legacy Plan in the Company.

The non-cash share-based compensation expense related to the Acceleration was then allocated to the Company using the same methodology described above and recognized immediately, resulting in $ 101,440 of non-cash share-based compensation expense recognized related to to the Acceleration in the fourth quarter of 2022.

The share options and RSUs granted under the Legacy Plan also immediately vested and settled as a result of the Spin-off, and the Company determined that no incremental compensation should be recognized related to these awards.

Non-cash share-based compensation under the Former Parent’s non-cash share-based compensation plans was measured at the grant date based on the fair value of the award and was recognized as expense over the requisite service period of the award (generally three to four years ) using the straight-line method.

The Company measures non-cash share-based compensation at the grant date based on the fair value of the award and is recognized as expense over the requisite service period of the award (generally three years ) using the straight-line method.

3 unchanged sentences

Research and development expenses 72,787 42,594 15,985

Allocated from the Former Parent excluding the Acceleration

$ — $ — $ 46,976

Allocated from the Former Parent related to the Acceleration

2022 Equity Incentive Plan 42,594 15,985 7,654

Total research and development expenses 42,594 15,985 116,379

General and administrative expenses 39,574 29,369 12,802

Allocated from the Former Parent excluding the Acceleration

Allocated from the Former Parent related to the Acceleration

2022 Equity Incentive Plan 29,369 12,802 6,535

Total general and administrative expenses 29,369 12,802 77,177

Total non-cash share-based compensation expense $ 112,361 $ 71,963 $ 28,787

5 unchanged sentences

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 common shares for those share options that had exercise prices lower than the fair value of the Company's common shares at December 31, 2025.

The total intrinsic value of share options exercised

BIOHAVEN LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share and per share amounts)

Non-Cash Share-Based Compensation (Continued)

for the years ended December 31, 2024, 2023, and 2022 was $ 33,801 , $ 7,756 , and $ 20,137 , respectively.

The total intrinsic value of share options exercised for the years ended December 31, 2025, 2024, and 2023 was $ 2,121 , $ 33,801 , and $ 7,756 , respectively.

The tax benefit from share options exercised for the years ended December 31, 2025, 2024, and 2023 was not material.

7 unchanged sentences

Exercise price $ 35.64 $ 42.06 $ 24.57

BIOHAVEN LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share and per share amounts)

Non-Cash Share-Based Compensation (Continued)

The following table is a summary of the Company's share option activity for the year ended December 31, 2025:

9 unchanged sentences

Restricted Share Units

As discussed above, in connection with the Distribution, on October 3, 2022, 924,093 RSUs were granted and settled into 924,093 common shares under the Legacy Equity Award Settlement Plan.

The Company’s RSUs are considered nonvested share awards and require no payment from the employee.

For each RSU, employees receive one common share at the end of the vesting period.

The employee can elect to receive the one common share net of taxes or pay for taxes separately and receive the entire share.

Compensation cost is recorded based on the market price of the Company’s common shares on the grant date and is recognized on a straight-line basis over the requisite service period.

The total fair value of RSUs vested during the year ended December 31, 2024 was $ 3,991 .

The total fair value of RSUs vested during the years ended December 31, 2025 and 2024 was $ 19,425 and $ 3,991 , respectively.

No RSUs were granted, forfeited, or vested in the year ended December 31, 2023.

No fair value was assigned to the RSUs vested during the year ended December 31, 2022, as all RSUs that vested were related to the RSUs granted and settled under the Legacy Equity Award Settlement Plan.

BIOHAVEN LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share and per share amounts)

Non-Cash Share-Based Compensation (Continued)

The following table is a summary of the RSU activity for the year ended December 31, 2025:

1 unchanged sentence

Unvested as of December 31, 2024

277,221 $ 41.87

Granted 1,687,087 $ 37.74

10 unchanged sentences

An employee’s purchase rights terminate immediately upon termination of employment.

BIOHAVEN LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share and per share amounts)

Non-Cash Share-Based Compensation (Continued)

The number of shares reserved for issuance under the ESPP automatically increases on January 1 of each calendar year by 1 % of total common shares outstanding as of December 31 of the prior year, beginning October 3, 2022 through January 1, 2032.

7 unchanged sentences

The Company recognized compensation expense of $ 1,477 , $ 1,249 , and $ 1,341 for the years ended December 31, 2025, 2024, and 2023, respectively.

The Company did not recognize material compensation expense related to the ESPP for the year ended December 31, 2022.

As of December 31, 2025, there was $ 494 of unrecognized non-cash share-based compensation expense related to the ESPP, which is expected to be recognized over the remaining offering period ending May 31, 2026.

During the year ended December 31, 2025, 127,097 shares were issued under the ESPP.

BIOHAVEN LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share and per share amounts)

Net Loss Per Share

20 unchanged sentences

License and Other Agreements

As of December 31, 2024, the Company has potential future developmental, regulatory, and commercial milestone payments under its license and other agreements of up to approximately $ 170,538 , $ 701,975 , and $ 3,185,450 , respectively.

As of December 31, 2025, the Company had potential future developmental, regulatory, and commercial milestone payments under its license and other agreements of up to approximately $ 138,538 , $ 701,600 , and $ 3,185,450 ,

BIOHAVEN LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share and per share amounts)

License, Acquisitions and Other Agreements (Continued)

respectively.

See below for a detailed discussion of these agreements.

3 unchanged sentences

The Yale Agreement was amended and restated in May 2019.

As of December 31, 2024 under the Yale Agreement, the Company has remaining contingent regulatory milestone payments of up to $ 2,000 .

The Yale Agreement includes an obligation to pay low single digit royalties on the net sales of licensed patents or from products based on troriluzole.

As of December 31, 2025, under the amended Yale Agreement, the Company had remaining contingent regulatory approval milestone payments of up to $ 2,000 and annual royalty payments of a low single-digit percentage based on net sales of riluzole-based products from the licensed patents or from products based on troriluzole.

Under the amended and restated agreement, the royalty rates are reduced as compared to the original agreement.

In addition, under the amended and restated agreement, the Company may develop products based on riluzole or troriluzole.

The amended and restated agreement retains a minimum annual royalty of up to $ 1,000 per year, beginning

BIOHAVEN LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share and per share amounts)

License, Acquisitions and Other Agreements (Continued)

after the first sale of product under the agreement.

The amended and restated agreement retains a minimum annual royalty of up to $ 1,000 per year, beginning after the first sale of product under the agreement.

If the Company grants any sublicense rights under the Yale Agreement, it must pay Yale University a low single-digit percentage of sublicense income that it receives.

For the December 31, 2024, 2023, and 2022, the Company did no t record any material expense or make any milestone or royalty payments under the Yale Agreement.

For the years ended December 31, 2025, 2024, and 2023, the Company did no t record any material expense or make any milestone or royalty payments under the Yale Agreement.

In January 2021, the Company entered into a worldwide, exclusive license agreement with Yale University for the development and commercialization of a novel Molecular Degrader of Extracellular Protein ("MoDE") platform (the "Yale MoDE Agreement").

4 unchanged sentences

The Yale MoDE Agreement terminates on the later of twenty years from the effective date, twenty years from the filing date of the first investigational new drug application for a licensed product or the last to expire of a licensed patent.

For the year ended December 31, 2024, the Company recorded research and development expense of $ 263 related to the achievement of developmental milestones under the Yale MoDE Agreement.

The Company did no t record any material milestone or royalty payments under the Yale MoDE Agreement for the years ended December 31, 2025, 2024, and 2023.

7 unchanged sentences

For the years ended December 31, 2025, 2024 and 2023, the Company did no t record any expense or make any milestone or royalty payments under the ALS Biopharma Agreement.

BIOHAVEN LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share and per share amounts)

License, Acquisitions and Other Agreements (Continued)

Taldefgrobep Alfa License Agreement

5 unchanged sentences

In March 2023, the Company and Hangzhou Highlightll Pharmaceutical Co.

("Highlightll") entered into an exclusive, worldwide (excluding People's Republic of China and its territories and possessions) license agreement (the

BIOHAVEN LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share and per share amounts)

License, Acquisitions and Other Agreements (Continued)

"Highlightll Agreement") pursuant to which Biohaven obtained the right to research, develop, manufacture and commercialize Highlightll’s brain penetrant dual TYK2/JAK1 inhibitor program.

("Highlightll") entered into an exclusive, worldwide (excluding People's Republic of China and its territories and possessions) license agreement (the "Highlightll Agreement") pursuant to which Biohaven obtained the right to research, develop, manufacture and commercialize Highlightll’s brain penetrant dual TYK2/JAK1 inhibitor program.

In connection with the Highlightll Agreement, the Company was obligated to pay Highlightll a cash payment of $ 10,000 and 721,136 common shares (collectively, "the Highlightll Upfront Payments"), upon the completion of certain post-closing activities.

5 unchanged sentences

The Highlightll Agreement terminates on a country-by-country basis upon expiration of the royalty term and can also be terminated if certain events occur, e.g., material breach or insolvency.

In July 2025, the Highlightll Agreement was amended to permit the Company to conduct clinical trials for BHV-8000 in China and its territories and possessions (the "Highlightll Territory") and seek marketing authorization in the Highlightll Territory.

Any marketing authorizations obtained by the Company for BHV-8000 in the Highlightll Territory would be transferred to Highlightll for commercialization and Highlightll would pay royalties to the Company as noted above.

In addition, the amendment provides for a low single digit reduction in the royalties payable by the Company to Highlightll.

For the year ended December 31, 2025, the Company recorded research and development expense of $ 15,000 related to the achievement of a development milestone under the Highlightll Agreement.

Excluding the Highlightll Upfront Payments discussed above, for the years ended December 31, 2024 and 2023, the Company did no t record any material milestone or royalty payments related to the Highlightll Agreement.

1 unchanged sentence

In addition to the agreements detailed above, the Company has entered into various other license agreements and development programs.

The Company records milestones and other payments, including funding for research arrangements, which become due under these agreements to research and development expense in the consolidated statements of operations.

The Company records milestones and other payments, including funding for research

BIOHAVEN LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share and per share amounts)

License, Acquisitions and Other Agreements (Continued)

arrangements, which become due under these agreements to research and development expense in the consolidated statements of operations.

Amounts recorded to research and development expense for the period were as follows:

5 unchanged sentences

Upfront Payments - Issuance of Common Shares* $ 4,884 $ 8,554 $ —

$ 8,554 $ — $ —

* The 2024 amount represents $ 8,554 recorded to research and development expense related to shares owed for upfront payments which were not yet issued as of December 31, 2024 and is recorded within accrued expenses and additional paid in capital on the consolidated balance sheet as of December 31, 2024.

* The amount for the year ended December 31, 2024 represents $ 8,554 recorded to research and development expense related to shares owed for upfront payments which were not yet issued as of December 31, 2024 and were recorded within additional paid in capital on the consolidated balance sheet as of December 31, 2024.The shares were issued in the first quarter of 2025.

Kv7 Platform Acquisition

In April 2022, the Company closed the acquisition from Knopp of Channel Biosciences, LLC (“Channel”), a wholly owned subsidiary of Knopp owning the assets of Knopp’s Kv7 channel targeting platform (the “Kv7 Platform Acquisition”), pursuant to the Purchase Agreement, dated February 24, 2022.

Under the Purchase Agreement, the Company agreed to make success-based payments based on developmental and regulatory milestones through approvals in the United States, Europe, the Middle East and Asia ("EMEA") and Japan for the lead asset, BHV-7000 (formerly known as KB-3061), developmental and regulatory milestones for the Kv7 pipeline development in other indications and additional country approvals, and commercial sales-based milestones of BHV-7000.

Additionally, the Company agreed to make scaled royalty payments in cash for BHV-7000 and the pipeline programs, with percentages starting at high single digits and peaking at low teens for BHV-7000 and starting at mid-single digits and peaking at low tens digits for the pipeline programs.

In May 2024, the Company entered into the Knopp Amendment under which the parties thereto agreed to replace the scaled high single digit to low teens royalty payment obligations with a flat royalty payment in the mid-single digits for BHV-7000 and the pipeline programs.

The parties also agreed to reduce the success-based payments payable under the

BIOHAVEN LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share and per share amounts)

License, Acquisitions and Other Agreements (Continued)

Purchase Agreement.

Under the Purchase Agreement, the Company agreed to make success-based payments based on developmental and regulatory milestones through approvals in the United States, Europe, the Middle East and Asia ("EMEA") and Japan for the lead asset, opakalim (formerly known as KB-3061 and also referred to as BHV-7000), developmental and regulatory milestones for the Kv7 pipeline development in other indications and additional country approvals, and commercial sales-based milestones of opakalim.

Additionally, the Company agreed to make scaled royalty payments in cash for opakalim and the pipeline programs, with percentages starting at high single digits and peaking at low teens for opakalim and starting at mid-single digits and peaking at low tens digits for the pipeline programs.

The parties also agreed to reduce the success-based payments payable under the Purchase Agreement.

The Company retains the ability to pay these contingent milestone payments in cash or in the Company's common shares at Biohaven's election, subject to the same increases if the Company elects to pay in the Company's common shares.

As of December 31, 2024, under the Purchase Agreement, as amended, the Company had remaining success-based payments comprised of (i) to up to $ 185,000 based on regulatory approvals in the United States and EMEA for BHV-7000 and (ii) up to an additional $ 60,000 based on regulatory approval in the United States for the other Kv7 pipeline programs.

As of December 31, 2025, under the Purchase Agreement, as amended, the Company had remaining success-based payments comprised of (i) to up to $ 185,000 based on regulatory approvals in the United States and EMEA for opakalim and (ii) up to an additional $ 60,000 based on regulatory approval in the United States for the other Kv7 pipeline programs.

In consideration of the revisions to the success-based payment and royalty payment obligations, the Company agreed to issue to Knopp 1,872,874 Company common shares, valued at approximately $ 75,000 , through a private placement within 60 days of the date of execution of the Knopp Amendment (the “2024 Additional Consideration”) and additional Company common shares with an approximate value of $ 75,000 within 60 days of the first anniversary of execution of the Knopp Amendment (the “2025 Additional Consideration”).

The Company also gave Knopp the option to request a one-time cash true-up payment from the Company in December 2024 in the event that Knopp continues to hold the Company's common shares representing the 2024 Additional Consideration and the value of such shares has declined (the "2024 Knopp True-Up"), and a one-time cash true-up payment from the Company in December 2025 in the event that Knopp continues to hold the Company's common shares representing the 2025 Additional Consideration and the value of such shares has declined (the "2025 Knopp True-Up"), in each case, subject to certain conditions.

On May 1, 2025, the total number of common shares to be issued for the 2025 Additional Consideration was determined to be 3,588,688 .

The Company had also given Knopp the option to request a one-time cash true-up payment from the Company in December 2024 in the event that Knopp continued to hold the Company's common shares representing the 2024 Additional Consideration and the value of such shares had declined (the "2024 Additional Consideration True-Up"), and a one-time cash true-up payment from the Company in December 2025 in the event that Knopp continued to hold the Company's common shares representing the 2025 Additional Consideration and the value of such shares had declined (the "2025 Additional Consideration True-Up"), in each case, subject to certain conditions.

The Company concluded that the agreement to issue the 2024 Additional Consideration at a future date represented a fixed forward contract under ASC 815 and classified the commitment as a forward contract liability on its consolidated balance sheet on the execution date of the Knopp Amendment.

1 unchanged sentence

In May 2024, the Company issued the 2024 Additional Consideration at an approximate value of $ 65,981 .

The Company recognized a gain of $ 9,239 for the year ended December 31, 2024 in other income, net in its consolidated statement of operations.

The Company recognized a gain of $ 9,239 for the year

BIOHAVEN LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share and per share amounts)

License, Acquisitions and Other Agreements (Continued)

ended December 31, 2024 in other income, net in its consolidated statement of operations.

The gain on settlement of the 2024 Additional Consideration was due to the decline in fair value of the 2024 Additional Consideration from the execution date to the issuance date due to a decline in Biohaven's share price.

The 2024 Additional Consideration True-up represents a net cash settled written put option measured at fair value on a recurring basis.

The Company has concluded that the 2024 Additional Consideration True-up represents a net cash settled written put option on the Company’s shares and is a freestanding derivative liability under ASC 815.

The Company concluded that the 2024 Additional Consideration True-Up represented a net cash settled written put option on the Company’s shares and was a freestanding derivative liability under ASC 815.

Accordingly, the Company classified the 2024 Additional Consideration True-Up as a current derivative liability on its consolidated balance sheet.

2 unchanged sentences

The 2024 Additional Consideration True-Up was considered settled as of December 2024, with no cash payment due upon expiration.

The Company recognized a gain related to the 2024 Additional Consideration True-Up of $ 15,540 for the year ended December 31, 2024 in other income, net in its consolidated statement of operations.

The Company recognized a gain of $ 15,540 for the year ended December 31, 2024 related to the 2024 Additional Consideration True-Up in other income, net in its consolidated statement of operations.

Refer to Note 4, "Fair Value of Financial Assets and Liabilities" for further discussion.

The Company has concluded that the agreement to issue the 2025 Additional Consideration at a future date represents a forward contract settleable in a variable number of shares under ASC 480, and classified the commitment as a current forward contract liability on its consolidated balance sheet.

The Company concluded that the agreement to issue the 2025 Additional Consideration at a future date represented a forward contract settleable in a variable number of shares under ASC 480, and classified the commitment as a current forward contract liability on its consolidated balance sheet.

The Company initially measured the 2025 Additional Consideration at a fair value of $ 63,940 , which was recorded as R&D expense during the three months ended June 30, 2024 in its consolidated statement of operations.

The Company subsequently remeasures the fair value of the forward contract liability and recognizes any gains or losses through other income, net in its consolidated statement of operations.

The Company recognized expense of $ 7,560 for the year ended December 31, 2024 related to the remeasurement of the 2025 Additional Consideration.

The Company subsequently remeasured the fair value of the forward contract liability and recognized any gains or losses through other income, net in its consolidated statement of operations.

In June 2025, the Company issued the 2025 Additional Consideration at an approximate value of $ 51,426 .

The Company recognized a gain of $ 20,074 and a loss of $ 7,560 for the years ended December 31, 2025 and 2024, respectively, related to the 2025 Additional Consideration.

The gain on settlement of the 2025 Additional Consideration was due to the decline in fair value of the 2025 Additional Consideration from the one year anniversary of the execution date to the issuance date due to a decline in Biohaven's share price.

Refer to Note 4, "Fair Value of Financial Assets and Liabilities" for further discussion.

The Company has concluded that the 2025 Additional Consideration True-up represents a net cash settled written put option on the Company’s shares and is a freestanding derivative liability under ASC 815.

The Company concluded that the 2025 Additional Consideration True-Up represented a net cash settled written put option on the Company’s shares and was a freestanding derivative liability under ASC 815.

Accordingly, the Company classified the 2025 Additional Consideration True-Up as a non-current derivative liability on its consolidated balance sheet.

The Company initially recorded the 2025 Additional Consideration True-up at a fair value of $ 13,810 , which was recorded as R&D expense during the three months ended June 30, 2024.

The Company subsequently remeasures the fair value of the derivative liability and recognizes any gains or losses through other income, net in its consolidated statement of operations.

The Company recognized a gain of $ 600 for the year ended December 31, 2024 related to the 2025 Additional Consideration True-up.

Refer to Note 4, "Fair Value of Financial Assets and Liabilities" for further discussion.

BIOHAVEN LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share and per share amounts)

License, Acquisitions and Other Agreements (Continued)

The Company initially recorded the 2025 Additional Consideration True-Up at a fair value of $ 13,810 , which was recorded as R&D expense during the three months ended June 30, 2024 in its consolidated statements of operations.

The Company subsequently remeasured the fair value of the derivative liability and recognized any gains or losses through other income, net in its consolidated statement of operations.

In December 2025, the 2025 Additional Consideration True-up was considered settled, and a cash payment of $ 42,710 was owed to Knopp upon settlement.

This payment remained outstanding as of December 31, 2025, and was recorded within accrued expenses and other current liabilities on the consolidated balance sheet as of December 31, 2025.

The payment was made to Knopp in the first quarter of 2026.

The Company recognized a loss of $ 29,500 and a gain of $ 600 for the years ended December 31, 2025 and 2024, respectively, related to the 2025 Additional Consideration True-Up.

As further consideration for the revisions to the success-based payment and royalty payment obligations in the Knopp Amendment, the Company issued to Knopp a warrant (the “Warrant”) to purchase 294,195 Company common shares at a purchase price per share of $ 67.98 , subject to certain specified development milestones and the Company achieving a specified market capitalization.

In December 2025, Knopp elected to surrender the warrants to the Company for cancellation.

Refer to Note 7, "Shareholders' Equity" for further discussion.

4 unchanged sentences

In consideration for the Pyramid acquisition, Biohaven made an upfront payment of 255,794 Company common shares, valued at approximately $ 10,894 .

BIOHAVEN LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share and per share amounts)

License, Acquisitions and Other Agreements (Continued)

The Company accounted for this purchase as an asset acquisition as substantially all of the fair value of the gross assets acquired was concentrated in a single identifiable asset, IPR&D.

5 unchanged sentences

The Company has not recorded any of the remaining contingent consideration payments as a liability in the accompanying consolidated balance sheet as none of the future events which would trigger a milestone payment were considered probable of occurring at December 31, 2025.

During the first quarter of 2024, the Company recorded $ 5,689 of R&D expense in the consolidated statement of operations for a developmental milestone which became due under the Pyramid Agreement, to be paid in 98,129 common shares of the Company.

See Note 6, "Shareholders' Equity" for discussion of common shares issued to as part of the Pyramid Agreement.

For the year ended December 31, 2025, the Company did no t record any material milestone payments related to the Pyramid Agreement.

During the year ended December 31, 2024, the Company recorded $ 5,689 of R&D expense in the consolidated statement of operations and comprehensive loss for a developmental milestone which became due under the Pyramid Agreement, to be paid in 98,129 common shares of the Company.

See Note 7, "Shareholders' Equity," for discussion of common shares issued as part of the Pyramid Agreement.

Commitments and Contingencies

All consideration paid by the Former Parent in association with the following agreements, certain of which were assigned by the Former Parent to the Company in connection with the Spin-Off, during the periods prior to the Separation is recorded in the consolidated financial statements of the Company.

Lease Agreements

2 unchanged sentences

As of December 31, 2025, none of the Company's lease terms included the extension option as the Company has determined that it is unlikely to exercise the extension option.

For periods prior to Separation, lease costs were allocated to the Company based on a proportional cost allocation method.

Actual operating lease cost and allocated operating lease cost for periods prior to Separation was $ 5,884 , $ 5,874 and $ 1,158 for the years ended December 31, 2024, 2023 and 2022, respectively.

The Company currently has one short-term real estate lease with immaterial lease expense.

The Company had immaterial sublease income and there are no sale-leaseback transactions.

Operating lease costs were $ 8,883 , $ 5,884 and $ 5,874 for the years ended December 31, 2025, 2024 and 2023, respectively.

The Company currently has one immaterial short-term real estate lease.

The Company had no sublease income and no sale-leaseback transactions.

Certain of the Company’s lease agreements contain variable lease payments that are adjusted for actual operating expense true-ups compared with estimated amounts;

1 unchanged sentence

The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.

BIOHAVEN LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share and per share amounts)

Commitments and Contingencies (Continued)

The following table summarizes supplemental cash flow information:

3 unchanged sentences

$ 16,433 $ 8,492 $ —

Right-of-use asset obtained in exchange for modified operating lease liability

Net (decrease) increase in right-of-use assets from operating lease modifications

$ ( 1,984 ) $ 456 $ —

Operating cash flows paid for operating leases were $ 8,381 , $ 5,114 and $ 4,854 for the years ended December 31, 2025, 2024 and 2023.

Supplemental balance sheet information related to leases is as follows:

BIOHAVEN LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share and per share amounts)

Commitments and Contingencies (Continued)

Supplemental balance sheet information related to operating leases is as follows:

In thousands, except remaining lease term and discount rate December 31, 2025 December 31, 2024

13 unchanged sentences

Total lease liabilities $ 45,714

Pittsburgh Wharton Street Lease Amendment

In October 2025, the Company entered into an amendment to its existing agreement for office and laboratory space in Pittsburgh, Pennsylvania ("Pittsburgh Wharton Street Lease Amendment"), which supports the research and development of the Company's ion channel platform.

The amendment extended the lease term by approximately three years and includes an option to extend for one additional period of 36 months.

Base annual rent under the amendment is $ 565 , subject to annual escalations of 3 %.

The amendment resulted in an increase in the operating lease right of use asset by approximately $ 1,487 , with a corresponding increase in the operating lease liability.

New Haven College Street Lease Agreement

In February 2025, the Company entered into a lease agreement in New Haven for office and laboratory space ("New Haven College Street Lease"), to support research and development of the Company's degrader technology.

The lease commenced in February 2025 and has an initial term of three years , with an option to extend for one additional period of 36 months.

Upon lease commencement, the Company recognized an operating lease right-of-use asset and a corresponding operating lease liability of approximately $ 3,667 .

Base annual rent under the lease is approximately $ 105 , subject to annual escalations of 3 %.

In addition, an initial payment of $ 375 was paid at lease commencement.

Pittsburgh Centre Avenue Lease Agreement

In March 2024, the Company entered into a lease agreement in Pittsburgh, Pennsylvania for lab space (the "Pittsburgh Centre Avenue Lease"), which will be used to support the research and development of the Company's ion channel platform and replace the Company's current operating lease in Pittsburgh.

The lease is expected to commence in mid 2025 after substantial completion of building improvements to lessor assets, and has a term of 122 months, with an option to extend for one additional period of 60 months.

The Company expects to record the Pittsburgh Centre Avenue Lease as an operating lease.

The Company has annual commitments relating to the Pittsburgh Centre Avenue Lease ranging from $ 1,859 to $ 2,373 , excluding any additional tenant improvement allowance that would increase the base rent.

Research Commitments

The Company has entered into agreements with several CROs to provide services in connection with the Company’s preclinical studies and clinical trials.

As of December 31, 2024, the Company had no research commitments in excess of one year.

In March 2024, the Company entered into a lease agreement in Pittsburgh, Pennsylvania for laboratory space (the "Pittsburgh Centre Avenue Lease") to support the research and development of the Company's ion channel platform.

BIOHAVEN LTD.

2 unchanged sentences

Commitments and Contingencies (Continued)

Company determined the lease to have commenced in August 2025 and has an initial term of 122 months, with an option to extend for one additional period of 60 months.

Upon lease commencement, the Company recognized an operating lease right-of-use asset and a corresponding operating lease liability of $ 12,504 .

Base annual rent under the lease ranges from $ 1,859 to $ 2,373 , excluding any additional tenant improvement allowance available at the Company's option that would increase the base rent.

West Palm Beach Lease Agreement

In June 2022, the Company entered into a lease agreement in West Palm Beach, Florida for office space (the "West Palm Beach Lease") for general office purposes.

The lease commenced in late 2024 after substantial completion of building improvements, and has a term of 120 months, with an option to extend for two additional periods of 60 months each.

In January 2025, the Company amended the West Palm Beach Lease to reduce the leased office space.

The amendment resulted in a decrease in the operating lease right-of-use asset of approximately $ 3,477 , with a corresponding decrease in the operating lease liability.

Annual minimum commitments relating to the amended West Palm Beach Lease range from $ 757 to $ 988 .

Research Commitments

The Company has entered into agreements with several CMOs and CROs to provide products and services in connection with the Company’s preclinical studies and clinical trials.

As of December 31, 2025, the Company had no research commitments in excess of one year.

Indemnification Agreements

14 unchanged sentences

As of December 31, 2025, under the Moda Agreement, as amended, the Company had remaining contingent development, regulatory approval, and commercial milestone payments of up to $ 31,245 , $ 22,000 , and $ 104,612 , respectively.

BIOHAVEN LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share and per share amounts)

Commitments and Contingencies (Continued)

The Company did no t record any material research and development expense or make any milestone payments related to the Moda agreement for the year ended December 31, 2025 or 2023.

For the year ended December 31, 2024, the Company recorded research and development expense of $ 2,125 related to developmental milestones under the Moda Agreement.

The Company did not record any material research and development expense or make any milestone payments related to the Moda Agreement for the years ended December 31, 2023 and 2022.

Legal Proceedings

From time to time, in the ordinary course of business, the Company is subject to litigation and regulatory examinations as well as information gathering requests, inquiries and investigations.

As of December 31, 2024, there were no matters which would have a material impact on the Company’s financial results.

In accordance with ASC 450, "Contingencies," if a loss contingency associated with a legal matter is probable to be incurred and the amount of loss can be reasonably estimated, an accrual is recorded on the consolidated balance sheet.

As of December 31, 2025, excluding the below, there were no matters which would have a material impact on the Company’s financial results.

Shareholder Complaint

On July 14, 2025, a lawsuit was filed in the United States District Court for the District of Connecticut against Biohaven Ltd.

and certain of its officers alleging federal securities law violations on behalf of a putative class of purchasers of Biohaven stock between March 24, 2023 and May 14, 2025.

The Company believes that the allegations are without merit and plans to defend itself vigorously.

The complaint alleges that Biohaven and the officer defendants violated Section 10(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Rule 10b-5 based on alleged misstatements or omissions in certain Biohaven press releases and SEC filings concerning, among other things, (i) the outlook for and clinical data supporting troriluzole as a treatment for SCA spinocerebellar ataxia and (ii) opakalim’s efficacy and clinical prospects as a treatment for bipolar disorder.

Plaintiffs also claim the individual defendants are liable for the alleged securities violations through derivative “control person” claims under Section 20(a) of the Exchange Act.

The defendants have not yet answered or otherwise responded to the complaint.

As a company incorporated in the British Virgin Islands (“BVI”), the Company is principally subject to taxation in the BVI.

Under the current laws of the BVI, the Company and all dividends, interest, rents, royalties, compensation and other amounts paid by the Company to persons who are not resident in the BVI and any capital gains realized with respect to any shares, debt obligations, or other securities of the Company by persons who are not resident in the BVI are exempt from all provisions of the Income Tax Ordinance in the BVI.

The Company, including the Former Parent for periods prior to the Separation, has historically outsourced all of the research and clinical development for its programs under a master services agreement with Biohaven Pharmaceuticals, Inc.

The Company has historically outsourced all of the research and clinical development for its programs under a master services agreement with Biohaven Pharmaceuticals, Inc.

As a result of providing services under this agreement, BPI was profitable during the years ended December 31, 2025, 2024 and 2023.

A similar arrangement is also in place for the Company's subsidiary, Biohaven Biosciences

A similar arrangement is also in place for the Company's subsidiary, Biohaven Biosciences Ireland Limited ("BBIL").

The Companies are subject to taxation in the United States and Ireland, respectively, and the Company's tax provision includes the effects of consolidating the results of operations of BPI and BBIL.

At December 31, 2025 and 2024, the Company continued to maintain a full valuation allowance against its net deferred tax assets, which are comprised primarily of net operating loss carryforwards and research and development tax credit carryforwards, based on management’s assessment that it is more likely than not that the deferred tax assets will not be realized.

The Company will continue to evaluate the need for a valuation allowance on its deferred tax assets until there is sufficient positive evidence to support the reversal of all or some portion of these allowances.

The Company recorded an income tax provision during the year ended December 31, 2025 of $ 1,442 , an income tax provision during the year ended December 31, 2024 of $ 735 , and an income tax benefit during the year ended December 31, 2023 of $ 1,383 , which primarily represent Federal and state taxes related to the Company’s profitable operations in the U.S.

BIOHAVEN LTD.

2 unchanged sentences

Income Taxes (Continued)

Ireland Limited ("BBIL").

The Companies are subject to taxation in the United States and Ireland, respectively, and the Company's tax provision includes the effects of consolidating the results of operations of BPI and BBIL.

At December 31, 2024 and 2023, the Company continued to maintain a full valuation allowance against its net deferred tax assets, which are comprised primarily of net operating loss carryforwards, research and development tax credit carryforwards and capitalized research and development deductions, based on management’s assessment that it is more likely than not that the deferred tax assets will not be realized.

The Company recorded an income tax provision during the year ended December 31, 2024 of $ 735 , an income tax benefit during the year ended December 31, 2023 of $ 1,383 , and an income tax provision during the year ended December 31, 2022 of $ 438 , which primarily represent Federal and state taxes related to the Company’s profitable operations in the U.S.

Loss before provision for income taxes consisted of the following:

20 unchanged sentences

2025 2024 2023

BVI statutory income tax rate 0.0 % 0.0 % 0.0 %

Foreign tax rate differential 0.8 1.3 ( 12.6 )

Tax credits ( 3.3 ) ( 12.7 ) ( 5.8 )

Change in valuation allowance 2.7 10.6 18.5

Federal Statutory Tax Rate $ — 0.0 % $ — 0.0 % $ — 0.0 %

Foreign Tax Effects

United States

Statutory tax rate difference between U.S.

and BVI 11,624 1.6 6,262 0.7 5,144 1.3

Changes in U.S.

Federal valuation allowance 11,169 1.5 17,230 2.0 26,332 6.4

Federal Tax Credits ( 21,683 ) ( 2.9 ) ( 23,518 ) ( 2.8 ) ( 30,546 ) ( 7.4 )

Changes in State valuation allowance ( 1,775 ) ( 0.2 ) 2,513 0.3 16,940 4.1

State Tax Credits 322 0.0 ( 4,150 ) ( 0.5 ) ( 21,382 ) ( 5.2 )

Other 1,426 0.2 2,121 0.4 1,983 0.5

Other foreign jurisdictions 359 0.0 277 0.0 146 0.0

Effective income tax rate $ 1,442 0.2 % $ 735 0.1 % $ ( 1,383 ) ( 0.3 ) %

The Company's income tax provision primarily represents Federal and state taxes related to the profitable operations of its subsidiaries in the United States and Ireland.

On July 4, 2025, the One Big Beautiful Bill Act ("OBBBA") was signed into U.S.

law, which contains a broad range of tax reform provisions impacting businesses that apply beginning in 2025.

The OBBBA has not materially impacted the Company's effective tax rate.

The income tax benefit recorded during the year ended December 31, 2023 was primarily attributable to the adoption of the guidance contained in a Notice of Proposed Rule Making issued by the United States Internal Revenue Service during the third quarter of 2023 ("the Notice").

The Notice indicates that BPI has the ability to immediately deduct R&D expenditures which were incurred in the U.S.

and reimbursed by its foreign parent.

Previously these expenditures were capitalized, as was generally required under the Tax Cuts and Jobs Act, which was effective for tax years beginning on or after January 1, 2022.

BIOHAVEN LTD.

2 unchanged sentences

Income Taxes (Continued)

indicates that BPI has the ability to immediately deduct R&D expenditures which were incurred in the U.S.

and reimbursed by its foreign parent.

Previously these expenditures were capitalized, as was generally required under the Tax Cuts and Jobs Act, which was effective for tax years beginning on or after January 1, 2022.

Based on this guidance and its application to the Company's specific facts, Biohaven deducted these expenditures on its 2022 tax return, substantially reducing its taxable income in the U.S.

and capitalized R&D expenditures, resulting in an increase to its federal net operating loss carryforward of $ 598,679 that can be carried forward indefinitely.

The Company's adoption of the Notice in 2023 also increased its State net operating losses, resulting in the reversal of $ 800 of state income taxes recorded in 2022.

Net deferred tax assets (liabilities) consisted of the following:

10 unchanged sentences

Net deferred tax asset (liability) $ — $ —

As of December 31, 2024 and 2023, the Company had foreign net operating loss carryforwards of $ 890,792 and $ 847,582 , respectively.

As of December 31, 2025 and 2024, the Company had foreign net operating loss carryforwards of $ 780,531 and $ 890,792 , respectively, which begin to expire in 2037.

As of December 31, 2025 and 2024, the Company had federal and state research and development and orphan drug credits of $ 158,931 and $ 140,201 , respectively, which begin to expire in 2040.

Changes in the valuation allowance for deferred tax assets during the years ended December 31, 2024 and 2023 were due primarily to the acquisition of Pyramid and offset by the utilization of net operating losses and tax credit carryforwards.

The change in the valuation allowance for deferred tax assets during the year ended December 31,2022 was due primarily to generation of nondeductible research expenses and tax credit carryforwards.

Changes in the valuation allowance for deferred tax assets during the year ended December 31, 2025 were primarily due to increased deferred employee stock compensation deductions and research and development tax credits, partially offset by a decrease in the write-off of capitalized research and development costs capitalized and net operating losses in the US.

Changes in the valuation allowance for deferred tax assets during the year ended December 31, 2024 were due primarily to the acquisition of Pyramid offset by the utilization of net operating losses and tax credit carryforwards.

The change in the valuation allowance for deferred tax assets during the year ended December 31, 2023 was due primarily to generation of net operating losses and tax credit carryforwards.

Year Ended December 31,

5 unchanged sentences

The Company followed the authoritative guidance for recognizing and measuring uncertainty in income taxes for tax positions taken or expected to be taken in a tax return.

BIOHAVEN LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share and per share amounts)

Income Taxes (Continued)

The beginning and ending amounts of unrecognized tax benefits reconciles as follows:

3 unchanged sentences

Increase for tax positions taken during the current period 300 100 —

Decrease recorded to Purchase Accounting and Net Investment from Former Parent

— — ( 1,600 )

End of period balance $ 2,600 $ 2,300 $ 2,200

3 unchanged sentences

As of December 31, 2025 and 2024, the total amount of accrued interest and penalties was not significant.

BIOHAVEN LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share and per share amounts)

Income Taxes (Continued)

BPI, Kleo and Pyramid file income tax returns in the U.S.

2 unchanged sentences

BPI and Kleo are under exam by the State of Connecticut for the tax years December 31, 2017 and forward.

A summary of the income taxes paid, net of funds received, are as follows:

Year Ended December 31,

2025 2024 2023

$ ( 172 ) $ ( 2,456 ) $ ( 32,953 )

US State and Local

* ( 1,967 ) *

Massachusetts

* ( 2,182 ) *

( 53 ) ( 2,391 ) ( 347 )

Total US State and Local

( 97 ) ( 7,988 ) ( 347 )

Total income taxes paid, net of refunds received

$ 133 $ ( 10,444 ) $ ( 33,300 )

*The amount of income taxes paid or refunded during the year does not meet the 5% disaggregation threshold.

Related Party Transactions

13 unchanged sentences

For a full discussion of agreements entered into with the Former Parent, refer to Note 14, "Related Party Transactions" to the consolidated financial statements included in the 2023 Form 10-K.

The Company did not record any material income for transition services provided to the Former Parent during the year ended December 31, 2024.

For the years ended December 31, 2023 and 2022 the Company recorded $ 9,250 and $ 4,024 , respectively, in other income reflecting transition services provided to the Former Parent.

Relationship with the Former Parent prior to the Separation

Pursuant to the Distribution Agreement, immediately prior to the Separation the Former Parent made a cash contribution to the Company which resulted in a cash balance of approximately $ 257,799 as of October 3, 2022.

BIOHAVEN LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share and per share amounts)

Related Party Transactions (Continued)

Prior to the Separation, the Company did not historically operate as a standalone business and the consolidated financial statements are derived from the consolidated financial statements and accounting records of the Former Parent.

The following disclosure summarizes activity between the Company and the Former Parent prior to the Separation, including the affiliates of the Former Parent that were not part of the Spin-Off.

Cost Allocations

The consolidated financial statements for periods prior to the Separation reflect allocations of certain expenses from the financial statements of the Former Parent, including research and development expenses and general and administrative expenses.

These allocations include, but are not limited to, executive management, employee compensation and benefits, facilities and operations, information technology, business development, financial services (such as accounting, audit, and tax), legal, insurance, and non-cash share-based compensation.

For periods prior to the Separation, these allocations to the Company are reflected in the consolidated statement of operations as follows:

Year Ended December 31,

Research and development $ 146,521

General and administrative 82,744

Total $ 229,265

Management believes these cost allocations are a reasonable reflection of services provided to, or the benefit derived by, the Company during the periods presented.

The allocations may not, however, be indicative of the actual expenses that would have been incurred had the Company operated as a standalone public company.

Actual costs that may have been incurred if the Company had been a standalone public company would depend on a number of factors, including the chosen organizational structure, what corporate functions the Company might have performed directly or outsourced and strategic decisions the Company might have made in areas such as executive management, legal and other professional services, and certain corporate overhead functions.

Non-Cash Share-Based Compensation

As discussed in Note 8, "Non-Cash Share-Based Compensation," prior to the Separation, Biohaven employees participated in the Former Parent’s non-cash share-based compensation plans, the costs of which, including those related to the Acceleration, have been allocated to the Company and recorded in research and development and general and administrative expenses in the consolidated statements of operations for periods prior to the Separation.

The Company did not record any material income for transition services provided to the Former Parent during the years ended December 31, 2025 or 2024.

For the year ended December 31, 2023, the Company recorded $ 9,250 in other income reflecting transition services provided to the Former Parent.

BIOHAVEN LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share and per share amounts)

Related Party Transactions (Continued)

Net Transfers From Former Parent

Net transfers from Former Parent represent the net effect of transactions between the Company and the Former Parent prior to the Separation.

The components of net transfers from Former Parent are as follows:

Year Ended December 31,

General financing activities $ 399,231

Corporate cost allocations, excluding non-cash share-based compensation 49,899

Net transfers from Former Parent as reflected in the Consolidated Statement of Cash Flows 449,130

Non-cash share-based compensation 179,367

Issuance of Former Parent common shares to repurchase non-controlling interest in a subsidiary 60,000

Issuance of Former Parent common shares as payment for IPR&D asset acquisition 58,747

Issuance of Former Parent common shares as payment for license and consulting agreements 1,779

Separation related adjustments (2)

Other non-cash adjustments ( 204 )

Net transfers from Former Parent as reflected in the Consolidated Statement of Changes in Equity $ 776,630

(1) The amounts for the year ended December 31, 2022 represent activity through the date of Separation.

(2) Refer to Note 1, "Nature of the Business and Basis of Presentation," for further details on separation related adjustments.

(Amounts in thousands, except share and per share amount

Segment Information

53 unchanged sentences

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What changed 10-K

Item 9A. Controls and Procedures