Biohaven Ltd. 10-K

ITEM 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures The term "disclosure controls and procedures," as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), refers to controls and procedures that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. 106 Table of Contents Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that such information is accumulated and communicated to a company's management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, management recognizes that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a control system, misstatements due to error or fraud may occur and not be detected. Based on the evaluation of our disclosure controls and procedures, our Chief Executive Officer and Chief Financial Officer have concluded that, as of December 31, 2025, our disclosure controls and procedures were effective at the reasonable assurance level. Management's Report on Internal Control over Financial Reporting Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. 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, 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. 107 Table of Contents Report of Independent Registered Public Accounting Firm The effectiveness of our internal control over financial reporting as of December 31, 2025 has been audited by Ernst & Young LLP., an independent registered public accounting firm, as stated in their report, which is included below. Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of Biohaven Ltd. Opinion on Internal Control Over Financial Reporting We have audited Biohaven Ltd.’s 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) (the COSO criteria). In our opinion, Biohaven Ltd. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive loss, shareholders' equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes and our report dated March 2, 2026 expressed an unqualified opinion thereon. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. 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. /s/ Ernst & Young LLP Stamford, Connecticut March 2, 2026 108 Table of Contents Changes in Internal Controls over Financial Reporting There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the three months ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. ITEM 9B. OTHER INFORMATION During the year ended December 31, 2025, none of our directors or officers adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408 of Regulation S-K. ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. 109 Table of Contents PART III We will file a definitive Proxy Statement for our 2026 Annual Meeting of Shareholders (the "2026 Proxy Statement") with the SEC, pursuant to Regulation 14A, not later than 120 days after the end of our fiscal year. Accordingly, certain information required by Part III has been omitted under General Instruction G(3) to Form 10 ‑ K. Only those sections of the 2026 Proxy Statement that specifically address the items set forth herein are incorporated by reference. Item 10. Directors, Executive Officers and Corporate Governance The information required by this Item is incorporated herein by reference to the information that will be contained in our 2026 Proxy Statement under the captions "Information Regarding the Board of Directors and Corporate Governance," "Insider Trading Policy," "Election of Directors," and "Executive Officers." Item 11. Executive Compensation The information required by this Item is incorporated herein by reference to the information that will be contained in the 2026 Proxy Statement under the captions "Executive Compensation" and "Director Compensation." Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters The information required by this Item is incorporated herein by reference to the information that will be contained in the 2026 Proxy Statement under the captions "Security Ownership of Certain Beneficial Owners and Management" and "Securities Authorized for Issuance under Equity Compensation Plans." Item 13. Certain Relationships and Related Transactions, and Director Independence The information required by this Item is incorporated herein by reference to the information that will be contained in the 2026 Proxy Statement under the captions "Transactions with Related Persons" and "Independence of the Board of Directors." Item 14. Principal Accountant Fees and Services The information required by this Item is incorporated herein by reference to the information that will be contained in the 2026 Proxy Statement under the caption "Ratification of Selection of Independent Auditors." 110 Table of Contents PART IV Item 15. Exhibit and Financial Statement Schedules a. The following documents are filed as part of this report: (1) Financial Statements: The financial statements required by this item are submitted in a separate section beginning on page F-1 of this report. (2) Financial Statement Schedules: All other financial statement schedules have been omitted because they are not applicable, not required or the information required is shown in the consolidated financial statements or the notes thereto. (3) Exhibits. Exhibit Number Description of Document 2.1 Separation and Distribution Agreement, dated as of May 9, 2022, by and among Pfizer Inc., Bulldog (BVI) Ltd. and Biohaven Pharmaceutical Holding Company Ltd. (incorporated by reference to Exhibit 2.1 to the Company's Form 10 (File No. 001-41477) filed on August 10, 2022) . 2.2 Agreement and Plan of Merger, dated as of May 9, 2022, by and among Pfizer Inc., Bulldog (BVI) Ltd. and Biohaven Pharmaceutical Holding Company Ltd. (incorporated by reference to Exhibit 2.2 to the Company's Form 10 (File No. 001-41477) filed on August 10, 2022). 2.3 # Membership Interest Purchase Agreement, dated as of February 24, 2022, by and among Biohaven Therapeutics LTD., Knopp Biosciences LLC, Channel Biosciences, LLC and Biohaven Pharmaceutical Holding Company Ltd., solely for the purpose of Section 9.14 (incorporated by reference to Exhibit 2.3 to the Company's Form 10 (File No. 001-41477) filed on August 10, 2022). 2.4 # 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 Company's Form 10-Q (File 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. (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K (File No. 001-41477) filed on October 3, 2022). 4.1 # Warrant, dated as of May 1, 2024, by and between the Company and Knopp (incorporated by reference to Exhibit 4.1 to the Company's Form 10-Q (File No. 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. 001-41477) filed on October 3, 2022). 10.2 # License Agreement, by and between the Registrant and AstraZeneca AB, dated as of September 4, 2018 (incorporated by reference to Exhibit 10.2 to the Company's Form 10 (File No. 001-41477) filed on August 10, 2022). 10.3 # License Agreement between Biohaven Therapeutics LTD. and Bristol-Myers Squibb Company, dated as of December 23, 2021 (incorporated by reference to Exhibit 10.3 to the Company's Form 10 (File No. 001-41477) filed on August 10, 2022). 10.4 # ALS Biopharma Agreement, by and among the registrant, ALS Biopharma, LLC and Fox Chase Chemical Diversity Center Inc., dated as of August 10, 2015 (incorporated by reference to Exhibit 10.4 to the Company's Form 10 (File No. 001-41477) filed on August 10, 2022). 10.5 Amendment and Assignment, by and among the Registrant, ALS Biopharma, LLC, Fox Chase Chemical Diversity Center and Biohaven Therapeutics Ltd, dated as of May 29, 2019 (incorporated by reference to Exhibit 10.5 to the Company's Form 10 (File No. 001-41477) filed on August 10, 2022). 10.6 + Employment Agreement dated May 9, 2017 by and between Biohaven Pharmaceuticals, Inc. and Vlad Coric (incorporated by reference to Exhibit 10.6 to the Company's Form 10 (File No. 001-41477) filed on August 10, 2022). 10.7 + Employment Agreement, dated December 8, 2021, between Biohaven Pharmaceuticals, Inc. and Matthew Buten (incorporated by reference to Exhibit 10.7 to the Company's Form 10 (File No. 001-41477) filed on August 10, 2022). 10.8 + Employment Agreement dated February 1, 2014 by and between Biohaven Pharmaceuticals, Inc. and Kimberly A. Gentile (incorporated by reference to Exhibit 10.9 to the Company's Form 10 (File No. 001-41477) filed on August 10, 2022). 10.9 + 2022 Equity Incentive Plan (incorporated by reference to Exhibit 4.2 to Company’s Registration Statement on Form S-8 filed on October 11, 2022). 111 Table of Contents 10.10 + Form of Restricted Share Unit Grant Notice and Restricted Share Unit Award Agreement under 2022 Equity Incentive Plan (incorporated by reference to Exhibit 10.12 to the Company's Form 10 (File No. 001-41477) filed on September 7, 2022). 10.11 + Form of Share Option Grant Notice and Share Option Agreement under 2022 Equity Incentive Plan (incorporated by reference to Exhibit 10.13 to the Company's Form 10 (File No. 001-41477) filed on September 7, 2022). 10.12 + 2022 Employee Share Purchase Plan (incorporated by reference to Exhibit 4.3 to Company’s Registration Statement on Form S-8 filed on October 11, 2022). 10.13 + Form of Employment Agreement by and between Biohaven Ltd. and Vladimir Coric (incorporated by reference to Exhibit 10.16 to the Company's Form 10 (File No. 001-41477) filed on September 7, 2022). 10.14 + Form of Employment Agreement by and between Biohaven Ltd. and Matthew Buten (incorporated by reference to Exhibit 10.17 to the Company's Form 10 (File No. 001-41477) filed on September 7, 2022). 10.15 + Amended and Restated Offer of Employment, by and between Biohaven Pharmaceuticals, Inc. and Bruce Car (Incorporated by reference to Exhibit 10.18 to the Company's Form 10-K (File No. 001-41477) filed on March 23, 2023). 10.16 # Development and License Agreement, dated as of March 21, 2023, by and between Hangzhou Highlightll Pharmaceutical Co. Ltd. and Biohaven Therapeutics LTD. (incorporated by reference to Exhibit 10.1 to the Company's Form 10-Q (File No. 001-41477) filed on May 12, 2023). 10.17 # Amendment to Development and License Agreement dated March 21, 2023, dated as of April 14, 2023, by and between Hangzhou Highlightll Pharmaceutical Co. Ltd. and Biohaven Therapeutics LTD. (incorporated by reference to Exhibit 10.2 to the Company's Form 10-Q (File No. 001-41477) filed on May 12, 2023). 10.18 + Form of Nonstatutory Share Option Grant Notice (Early Exercise) and Share Option Agreement under the 2022 Equity Incentive Plan (incorporated by reference to Exhibit 10.3 to the Company's Form 10-Q (File No. 001-41477) filed on May 12, 2023). 10.19 + Form of Amendment to Share Option Grant Notice and Option Agreement under the 2022 Equity Incentive Plan (incorporated by reference to Exhibit 10.4 to the Company's Form 10-Q (File No. 001-41477) filed on May 12, 2023). 10.20 # Second Amendment to Development and License Agreement dated March 21, 2023, dated as of December 10, 2023, by and between Hangzhou Highlightll Pharmaceutical Co. Ltd. and Biohaven Therapeutics LTD. (Incorporated by reference to Exhibit 10.22 to the Company's Form 10-K (File No. 001-41477) filed on February 29, 2024). 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). 10.22 # Third Amendment to Development and License Agreement dated March 21, 2023, dated as of July 16, 2025, by and between Hangzhou Highlightll Pharmaceutical Co. Ltd. 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. 23.1 Consent of Ernst & Young LLP. 24.1 Power of Attorney (contained on signature page hereto). 31.1 Certification of Principal Executive Officer under Section 302 of the Sarbanes-Oxley Act. 31.2 Certification of Principal Financial Officer under Section 302 of the Sarbanes-Oxley Act. 32.1 * Certifications of Principal Executive Officer and Principal Financial Officer under Section 906 of the Sarbanes-Oxley Act. 97 Incentive Compensation Recovery Policy (Incorporated by reference to Exhibit 97 to the Company's Form 10-K (File No. 001-41477) filed on February 29, 2024). 101 The following materials from the Registrant's Annual Report on Form 10-K for the year ended December 31, 2025 formatted in Inline XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Comprehensive Loss, (iv) the Consolidated Statements of Shareholders' Equity, (v) the Consolidated Statements of Cash Flows, (vi) Notes to Consolidated Financial Statements, and (vi) Cover Page, tagged as blocks of text. 104 The cover page from the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2025, formatted in Inline XBRL (included as Exhibit 101). _______________________________________________________________________________ # Portions of this exhibit (indicated by asterisks) have been omitted as such information is (i) not material and (ii) would likely cause competitive harm to the Registrant if publicly disclosed. + Indicates management contract or compensatory plan. 112 Table of Contents * These certifications are being furnished solely to accompany this Annual Report pursuant to 18 U.S.C. Section 1350, and are not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and are not to be incorporated by reference into any filing of the Registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing. Item 16. Form 10-K Summary Not applicable. 113 Table of Contents SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. BIOHAVEN LTD. Dated: March 2, 2026 By: /s/ VLAD CORIC, M.D. Vlad Coric, M.D. Chief Executive Officer (On behalf of the Registrant and as the Principal Executive Officer) By: /s/ MATTHEW BUTEN Matthew Buten Chief Financial Officer (Principal Financial Officer) KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Vlad Coric as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this Annual Report on Form 10-K of Biohaven Ltd., and any or all amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. 114 Table of Contents Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ VLAD CORIC, M.D. Chief Executive Officer and Director (Principal Executive Officer) March 2, 2026 Vlad Coric, M.D. /s/ MATTHEW BUTEN Chief Financial Officer (Principal Financial Officer) March 2, 2026 Matthew Buten /s/ GEORGE C. CLARK Chief Accounting Officer (Principal Accounting Officer) March 2, 2026 George C. Clark /s/ GREGORY H. BAILEY, M.D. Director March 2, 2026 Gregory H. Bailey, M.D. /s/ JOHN W. CHILDS Director March 2, 2026 John W. Childs /s/ JULIA P. GREGORY Director March 2, 2026 Julia P. Gregory /s/ MICHAEL HEFFERNAN Director March 2, 2026 Michael Heffernan /s/ ROBERT J. HUGIN Director March 2, 2026 Robert J. Hugin /s/ KISHEN MEHTA Director March 2, 2026 Kishen Mehta /s/ IRINA ANTONIJEVIC Director March 2, 2026 Irina Antonijevic 115 Table of Contents Biohaven Ltd. Financial Statements For the Years Ended December 31, 2025, 2024 and 2023 Page Report of Independent Registered Public Accounting Firm (PCAOB ID: 42 ) 2 Consolidated Balance Sheets 4 Consolidated Statements of Operations 5 Consolidated Statements of Comprehensive Loss 6 Consolidated Statements of Shareholders' Equity 7 Consolidated Statements of Cash Flows 8 Notes to Consolidated Financial Statements 9 F-1 Table of Contents Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of Biohaven Ltd. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Biohaven Ltd. (the Company) as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive loss, shareholders' equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's 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), and our report dated March 2, 2026 expressed an unqualified opinion thereon. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. 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. F-2 Table of Contents Valuation of Notes Payable Description of the Matter 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 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. Stamford, Connecticut March 2, 2026 F-3 Table of Contents BIOHAVEN LTD. CONSOLIDATED BALANCE SHEETS (Amounts in thousands, except share amounts) December 31, 2025 2024 Assets Current assets: Cash and cash equivalents $ 229,957 $ 99,134 Marketable securities 89,180 386,857 Prepaid expenses 47,022 49,376 Other current assets 2,170 3,105 Total current assets 368,329 538,472 Property and equipment, net 15,964 17,320 Intangible assets 18,400 18,400 Goodwill 1,390 1,390 Other non-current assets 47,364 39,525 Total assets $ 451,447 $ 615,107 Liabilities and Shareholders' Equity Current liabilities: Accounts payable $ 11,643 $ 18,029 Accrued expenses and other current liabilities 104,291 51,487 Forward contract and derivative liability — 84,710 Total current liabilities 115,934 154,226 Non-current operating lease liability 39,958 32,782 Notes payable 238,900 — Other non-current liabilities 4,583 4,663 Total liabilities 399,375 191,671 Commitments and contingencies (Note 12) Shareholders' Equity: Preferred shares, no par value; 10,000,000 shares authorized, no shares issued and outstanding as of December 31, 2025 and 2024 — — Common shares, no par value; 200,000,000 shares authorized as of December 31, 2025 and 2024; 132,775,113 and 101,221,989 shares issued and outstanding as of December 31, 2025 and 2024, respectively 1,934,276 1,656,702 Additional paid-in capital 193,984 112,369 Accumulated deficit ( 2,084,536 ) ( 1,345,714 ) Accumulated other comprehensive income 8,348 79 Total shareholders' equity 52,072 423,436 Total liabilities and shareholders' equity $ 451,447 $ 615,107 The accompanying notes are an integral part of these consolidated financial statements. F-4 Table of Contents BIOHAVEN LTD. CONSOLIDATED STATEMENTS OF OPERATIONS (Amounts in thousands, except share and per share amounts) Year Ended December 31, 2025 2024 2023 Operating expenses: Research and development $ 635,065 $ 795,871 $ 373,281 General and administrative 110,313 89,240 62,770 Total operating expenses 745,378 885,111 436,051 Loss from operations ( 745,378 ) ( 885,111 ) ( 436,051 ) Other income: Other income, net 7,998 39,424 26,500 Total other income, net 7,998 39,424 26,500 Loss before provision (benefit) for income taxes ( 737,380 ) ( 845,687 ) ( 409,551 ) Provision (benefit) for income taxes 1,442 735 ( 1,383 ) Net loss $ ( 738,822 ) $ ( 846,422 ) $ ( 408,168 ) Net loss per share — basic and diluted $ ( 6.86 ) $ ( 9.28 ) $ ( 5.73 ) Weighted average common shares outstanding—basic and diluted 107,624,885 91,234,337 71,200,527 The accompanying notes are an integral part of these consolidated financial statements. F-5 Table of Contents BIOHAVEN LTD. CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Amounts in thousands) Year Ended December 31, 2025 2024 2023 Net loss $ ( 738,822 ) $ ( 846,422 ) $ ( 408,168 ) Other comprehensive income (loss), net of tax: Foreign currency translation adjustments ( 3 ) 78 ( 497 ) Net unrealized (loss) gain related to available-for-sale debt securities ( 8 ) 66 148 Change in instrument-specific credit risk of liabilities measured at fair value 8,280 — — Other comprehensive income (loss) 8,269 144 ( 349 ) Comprehensive loss $ ( 730,553 ) $ ( 846,278 ) $ ( 408,517 ) The accompanying notes are an integral part of these consolidated financial statements. F-6 Table of Contents BIOHAVEN LTD. CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (Amounts in thousands, except share amounts) Common Shares Shares Amount Additional Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive (Loss) Income Total Shareholders' Equity 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 721,136 21,814 — — — 21,814 Issuance of common shares under 2022 Equity Incentive Plan and employee share purchase plan 442,745 7,547 ( 2,852 ) — — 4,695 Non-cash share-based compensation expense — — 28,787 — — 28,787 Other comprehensive loss — — — — ( 349 ) ( 349 ) Balances as of December 31, 2023 81,115,723 887,528 39,804 ( 499,292 ) ( 65 ) 427,975 Net loss — — — ( 846,422 ) — ( 846,422 ) Issuance of common shares, net of offering costs 16,752,439 664,015 — — — 664,015 Issuance of common shares as payment for IPR&D asset 253,838 10,811 — — — 10,811 Issuance of common shares as payment under license and other agreements 1,970,261 71,627 — — — 71,627 Obligation to issue common shares as payment under license and other agreements — — 8,554 — — 8,554 Issuance of common shares under 2022 Equity Incentive Plan and 2022 Employee Share Purchase Plan 1,129,728 22,721 ( 11,292 ) — — 11,429 Issuance of warrant as payment under license agreement — — 3,340 — — 3,340 Non-cash share-based compensation expense — — 71,963 — — 71,963 Other comprehensive income — — — — 144 144 Balances as of December 31, 2024 101,221,989 1,656,702 112,369 ( 1,345,714 ) 79 423,436 Net loss — — — ( 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. F-7 Table of Contents BIOHAVEN LTD. CONSOLIDATED STATEMENTS OF CASH FLOWS (Amounts in thousands) Year ended December 31, 2025 2024 2023 Cash flows from operating activities: Net loss $ ( 738,822 ) $ ( 846,422 ) $ ( 408,168 ) Adjustments to reconcile net loss to net cash used in operating activities: Non-cash share-based compensation 112,361 71,963 28,787 Acquisition of IPR&D asset — 10,811 — Depreciation and amortization 9,922 7,855 6,912 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 — 8,554 — Fair value of forward contract and derivative liabilities under license agreement — 102,529 — Change in fair value of forward contract and derivative liabilities 9,426 ( 17,819 ) — Issuance of warrant under license agreement — 3,340 — Other non-cash items 174 ( 11,702 ) ( 5,683 ) Changes in operating assets and liabilities: Prepaid expenses, income tax receivable, and other current and non-current assets 3,531 8,043 27,176 Accounts payable ( 6,386 ) 710 4,874 Accrued expenses and other current and non-current liabilities 4,212 8,058 ( 7,437 ) Net cash used in operating activities $ ( 609,438 ) $ ( 582,453 ) $ ( 331,725 ) Cash flows from investing activities: Proceeds from maturities of marketable securities 570,000 504,364 322,079 Proceeds from sales of marketable securities — — 4,920 Purchases of marketable securities ( 266,875 ) ( 745,680 ) ( 194,121 ) Purchases of property and equipment ( 715 ) ( 4,049 ) ( 3,048 ) Cash acquired from acquisition of IPR&D asset — 391 — Other investing activities ( 1,849 ) — — Net cash provided by (used in) investing activities $ 300,561 $ ( 244,974 ) $ 129,830 Cash flows from financing activities: Change in restricted cash due to Former Parent — — ( 35,212 ) Proceeds from issuance of notes payable 250,000 — — Proceeds from issuance of common shares 189,175 666,165 243,225 Payments of issuance costs ( 1,697 ) ( 2,150 ) ( 800 ) Proceeds from issuance of common shares under 2022 Equity Incentive Plan and 2022 Employee Share Purchase Plan 1,833 11,501 4,695 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 increase (decrease) in cash, cash equivalents and restricted cash 130,237 ( 149,578 ) 9,516 Cash, cash equivalents and restricted cash at beginning of period 102,542 252,120 242,604 Cash, cash equivalents and restricted cash at end of period $ 232,779 $ 102,542 $ 252,120 Supplemental disclosure of cash flow information: Cash paid for interest $ 216 $ 125 $ — The accompanying notes are an integral part of these consolidated financial statements. F-8 Table of Contents BIOHAVEN LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Amounts in thousands, except share and per share amounts) 1. Nature of the Business and Basis of Presentation Biohaven Ltd. (“we,” “us," "our," "Biohaven" or the “Company”) was incorporated in Tortola, British Virgin Islands in May 2022. Biohaven is a biopharmaceutical company focused on the discovery, development, and commercialization of life-changing treatments in key therapeutic areas, including immunology, neuroscience, and oncology. The Company is advancing its innovative portfolio of therapeutics, leveraging its proven drug development experience and multiple, proprietary drug development platforms. 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 ("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. Even if the Company’s product development efforts are successful, it is uncertain when, if ever, the Company will realize significant revenue from product sales. Separation from Biohaven Pharmaceutical Holding Company Ltd. On October 3, 2022, Biohaven Pharmaceutical Holding Company Ltd. (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. For additional information regarding these agreements, see Note 14, "Related Party Transactions." Basis of Presentation 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. and our wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. 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 these consolidated financial statements are issued. 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. F-9 BIOHAVEN LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Amounts in thousands, except share and per share amounts) 1. Nature of the Business and Basis of Presentation (Continued) 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, including collaborations with other companies or other strategic transactions. 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. If the Company is unable to obtain funding, the Company could be forced to delay, reduce or eliminate some or all of its research and development programs, product portfolio expansion or commercialization efforts, which could adversely affect its business prospects, or the Company may be unable to continue operations. 2. Summary of Significant Accounting Policies Use of Estimates 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 liability, and valuation of notes payable. 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. Estimates are periodically reviewed in light of changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of 90 days or less at the date of purchase to be cash equivalents. The Company's cash equivalents are comprised of short-term money market funds and marketable securities that are highly liquid and readily convertible to known amounts of cash. Restricted Cash Restricted cash included in other current assets consists primarily of employee contributions to the Company's employee share purchase plan held for future purchases of the Company's outstanding shares. See Note 9, "Non-Cash Share-Based Compensation," for additional information on the Company's employee share purchase plan. Restricted cash included in other non-current assets in the consolidated balance sheets primarily represents collateral held by banks for a letter of credit ("LOC") issued in connection with the leased office space in Yardley, Pennsylvania and LOCs issued in connection with the leased office and lab spaces in Cambridge, Massachusetts and Pittsburgh, Pennsylvania. See Note 12, "Commitments and Contingencies," for additional information on the real estate leases. The following represents a reconciliation of cash and cash equivalents in the consolidated balance sheets to total cash, cash equivalents and restricted cash for the years ended December 31, 2025, 2024 and 2023, respectively, in the consolidated statements of cash flows: December 31, 2025 2024 2023 Cash and cash equivalents $ 229,957 $ 99,134 $ 248,402 Restricted cash (included in other current assets) 527 275 1,318 Restricted cash (included in other non-current assets) 2,295 3,133 2,400 Total cash, cash equivalents and restricted cash at the end of the period in the consolidated statement of cash flows $ 232,779 $ 102,542 $ 252,120 Marketable Securities We invest our excess cash balances in marketable securities of highly rated financial institutions, which consist of investment-grade debt instruments. 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 F-10 BIOHAVEN LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Amounts in thousands, except share and per share amounts) 2. Summary of Significant Accounting Policies (Continued) 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. If any adjustment to fair value reflects a significant decline in the value of the security, we evaluate the extent to which the decline is determined to be other-than-temporary and would mark the security to market through a charge to our consolidated statement of operations. Credit losses are identified when we do not expect to receive cash flows sufficient to recover the amortized cost basis of a security. In the event of a credit loss, only the amount associated with the credit loss is recognized in operating results, with the amount of loss relating to other factors recorded in accumulated other comprehensive income. Forward Contracts and Derivative Liabilities The Company evaluates certain of its financial and business development transactions to determine the accounting classification of equity linked instruments issued in those transactions. The Company first assesses whether a freestanding equity linked instrument meets liability classification in accordance with ASC 480-10 Distinguishing Liabilities from Equity and ASC 815-40 Derivatives and Hedging - Contracts in Entity's Own Equity . Under ASC 480-10 an instrument is considered liability classified if the instrument is mandatorily redeemable, obligate the issuer to settle an instrument or the underlying shares by paying cash or other assets, or must or may require settlement by issuing variable number of shares. If an instrument does not meet liability classification under ASC 480-10, the Company assesses the requirements under ASC 815-40, which states that contracts that require or may require net cash settlement are liabilities recorded at fair value. If the instrument does not require liability classification under ASC 815-40, in order to conclude equity classification, the Company assesses whether the instrument is indexed to its common stock and whether the instrument is classified as equity under ASC 815-40 or other applicable GAAP. Equity linked instruments that are accounted for in accordance with ASC 815-40 are reported as liabilities on the consolidated balance sheets at fair value. Any change in fair value, as determined at each measurement period, is recorded as a component of other income, net on the consolidated statements of operations. Changes in fair value are reported on the consolidated statements of cash flows as change in fair value of forward contract and derivative liabilities. 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"). Warrants 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. Accordingly, the Knopp Warrants were recorded within additional paid-in capital on the consolidated balance sheet at the time of issuance and are not subject to remeasurement. See Note 7, "Shareholders' Equity," for further detail on the Knopp Warrants. Acquisitions Our consolidated financial statements include the operations of acquired businesses after the completion of the acquisitions. We account for acquired businesses using the acquisition method of accounting, which requires, among other things, that assets acquired and liabilities assumed be recognized at their estimated fair values as of the acquisition date and that the fair value of acquired In-Process Research and Development ("IPR&D") be recorded on the balance sheet. Transaction costs are expensed as incurred. Any excess of the consideration transferred over the assigned values of the net assets acquired is recorded as goodwill. Contingent consideration in a business acquisition is included as part of the consideration transferred and is recognized at fair value as of the acquisition date. Fair value of IPR&D and contingent consideration is generally estimated by using a probability-weighted discounted cash flow approach. F-11 BIOHAVEN LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Amounts in thousands, except share and per share amounts) 2. Summary of Significant Accounting Policies (Continued) Property and Equipment, Net Property and equipment are recorded at cost and depreciated or amortized using the straight-line method over the estimated useful lives of the respective assets. As of December 31, 2025 and December 31, 2024, the Company's property and equipment consisted of building and land, office and lab equipment, computer hardware and software, furniture and fixtures, and leasehold improvements. The fixed assets have the following useful lives: Building 30 years Office equipment 3 - 5 years Computer hardware and software 3 - 5 years Lab equipment 3 years Furniture and fixtures 3 years Leasehold improvements Shorter of the useful life or remaining lease term Upon retirement or sale, the cost of assets disposed of and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is included in loss from operations. Expenditures for repairs and maintenance are charged to expense as incurred. Property and equipment are monitored regularly for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. Intangible Assets Acquired In-Process Research and Development IPR&D that the Company acquires in conjunction with the acquisition of a business represents the fair value assigned to incomplete research projects which, at the time of acquisition, have not reached technological feasibility. The amounts are capitalized and accounted for as indefinite-lived intangible assets, subject to impairment testing until completion or abandonment of the projects. Upon successful completion of each project, the asset is classified as a definite-lived intangible and the Company will make a determination as to the then-useful life of the intangible asset, generally determined by the period in which the substantial majority of the cash flows are expected to be generated, and begin amortization. The Company reviews amounts capitalized as acquired IPR&D for impairment annually, as of November 30, and whenever events or changes in circumstances indicate that the carrying value of the assets might not be recoverable. If impairment indicators are present, the Company performs a quantitative test that compares the fair value of the IPR&D intangible asset with its carrying value. If the fair value is less than the carrying amount, an impairment loss is recognized in operating results. The Company did not record any impairment charges relating to its acquired IPR&D for the years ended December 31, 2025, 2024 or 2023. If the Company acquires an asset or group of assets that do not meet the definition of a business under applicable accounting standards, the acquired IPR&D is expensed on its acquisition date, unless it has an alternative future use. Future costs to develop these assets are recorded to research and development expense as they are incurred. In January 2021, in connection with the Company's acquisition of Kleo Pharmaceuticals, Inc. (“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 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 to the fair value of the F-12 BIOHAVEN LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Amounts in thousands, except share and per share amounts) 2. Summary of Significant Accounting Policies (Continued) 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 Certain assets and liabilities of the Company are carried at fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable: • Level 1— Quoted prices in active markets for identical assets or liabilities. • Level 2— Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. • Level 3— Unobservable inputs that are supported by little or no market activity that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. The carrying values of other current assets, accounts payable, and accrued expenses approximate their fair values due to the short-term nature of these assets and liabilities. The Company has accounted for certain consideration agreed to in connection with the Knopp Amendment as forward contract liabilities, which are recorded on the consolidated balance sheets at fair value. Any changes in fair value, as determined each measurement period, are recorded as a component of other income, net on the consolidated statements of operations. 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 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. Leases The Company determines if an arrangement contains a lease at the inception of a contract. Right-of-use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Right-of-use assets and lease liabilities are recognized at the commencement date based on the present value of the remaining future minimum lease payments. If the interest rate implicit in the Company’s leases is not readily determinable, the Company utilizes an estimate of its incremental borrowing rate based on market sources including interest rates for companies with similar credit quality for agreements of similar duration, determined by class of underlying asset, to discount the lease payments. The right-of-use assets also include lease payments made before commencement and exclude lease incentives. The Company's lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Leases with an initial term of 12 months or less are not recorded on the balance sheet. Lease expense for these short-term leases are expensed as incurred over the term of the lease. 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 F-13 BIOHAVEN LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Amounts in thousands, except share and per share amounts) 2. Summary of Significant Accounting Policies (Continued) 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. Restricted cash is generally invested in time deposits and short-term money market funds. 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 . F-14 BIOHAVEN LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Amounts in thousands, except share and per share amounts) 2. Summary of Significant Accounting Policies (Continued) Research and Development Costs Research and development costs are expensed as incurred. Research and development expenses consist of costs incurred in performing research and development activities, including salaries, non-cash share-based compensation and benefits, third-party license fees, rent and operating expenses for leased lab facilities, and external costs of vendors engaged to conduct clinical development activities and clinical trials as well as to manufacture clinical trial materials. Prepayments for goods or services that will be used or rendered for future research and development activities are deferred and capitalized. Such amounts are recognized as an expense as the goods are delivered or the related services are performed, or until it is no longer expected that the goods will be delivered or the services rendered. The Company has entered into various research and development-related contracts. These agreements are cancellable, and related expenses are recorded as research and development expenses are incurred. The Company records accruals for estimated ongoing research costs. When evaluating the adequacy of the accrued liabilities, the Company analyzes progress of the studies or clinical trials, including the phase or completion of events, invoices received and contracted costs. Certain judgments and estimates are made in determining the accrued balances at the end of any reporting period. Foreign Currency The financial statements of our subsidiaries with functional currencies other than the U.S. dollar are translated into U.S. dollars using period-end exchange rates for assets and liabilities, historical exchange rates for shareholders’ equity and weighted average exchange rates for operating results. The resulting translation gains and losses are included in accumulated other comprehensive (loss) income, net of tax, in shareholders’ equity. For U.S. dollar functional currency subsidiaries, foreign currency assets and liabilities are remeasured into U.S. dollars at end-of-period exchange rates, except for nonmonetary balance sheet accounts which are remeasured at historical exchange rates. Revenues and expenses are remeasured at average exchange rates in effect during each period, except for those expenses related to the nonmonetary balance sheet amounts which are remeasured at historical exchange rates. Gains or losses from foreign currency remeasurement are included in other income (expense), net in the consolidated statement of operations. The Company's aggregate foreign currency transaction gains and losses and effects of foreign currency remeasurements were immaterial for the years ended December 31, 2025, 2024 and 2023. Non-Cash Share-Based Compensation The Company measures share options and restricted share unit awards granted to employees, non-employees, and directors based on the fair value on the date of the grant and recognizes compensation expense of those awards, over the requisite service period, which is generally the vesting period of the respective award. Forfeitures are accounted for as they occur. Generally, the Company issues share options and restricted share units with only service-based vesting conditions and records the expense for these awards using the straight-line method. The Company also issues share options with performance-based vesting conditions and records expense for these awards when the Company concludes that it is probable that the performance condition will be achieved. The Company classifies non-cash share-based compensation expense in its consolidated statement of operations in the same manner in which the award recipient's payroll costs are classified or in which the award recipient's service payments are classified. The fair value of each share option grant is estimated on the date of grant using the Black-Scholes option-pricing model. 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 F-15 BIOHAVEN LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Amounts in thousands, except share and per share amounts) 2. Summary of Significant Accounting Policies (Continued) 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. Income Taxes 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. Deferred tax assets and liabilities are determined on the basis of the differences between the consolidated financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company assesses the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent it believes, based upon the weight of available evidence, that it is more likely than not that all or a portion of the deferred tax assets will not be realized, a valuation allowance is established through a charge to income tax expense. Potential for recovery of deferred tax assets is evaluated by estimating the future taxable profits expected and considering prudent and feasible tax planning strategies. The provision for income taxes includes the effects of applicable tax reserves, or unrecognized tax benefits, as well as the related net interest and penalties. Net Loss per Share Basic net loss per common share is calculated by dividing net loss by the weighted-average shares outstanding during the period. For purposes of the diluted net loss per share calculation, common share options are considered to be common share equivalents but have been excluded from the calculation of diluted net loss per share, as their effect would be anti-dilutive for all periods presented. Therefore, basic and diluted net loss per share were the same for all periods presented. Concentrations of Credit Risk Financial instruments that potentially expose the Company to concentrations of credit risk consist of cash, cash equivalents, and short-term debt securities. The Company maintains a portion of its cash deposits in government insured institutions in excess of government insured limits. The Company deposits its cash in financial institutions that it believes have high credit quality and has not experienced any losses on such accounts. The Company's cash management policy permits investments in U.S. 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 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 The Company manages its operations as a single segment, focused on the discovery, development, and commercialization of life-changing treatments in key therapeutic areas, including immunology, neuroscience, and oncology for the purposes of assessing performance and making operating decisions. Consistent with our operational structure, the Company’s Chief Operating Decision Maker ("CODM") manages and allocates resources at a consolidated level. See Note 15, "Segment Information" for further detail. Recently Adopted Accounting Pronouncements In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, to improve the transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the rate reconciliation and income taxes paid disaggregated by jurisdiction. The ASU also includes certain other amendments to improve the effectiveness of income tax disclosures. 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 F-16 BIOHAVEN LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Amounts in thousands, except share and per share amounts) 2. 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. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40), which requires disclosure, in the notes to the financial statements, of specified information about certain costs and expenses. This ASU is effective for public entities for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. The Company is currently evaluating the impact ASU 2024-03 will have on its consolidated financial statements. 3. Marketable Securities The amortized cost, gross unrealized holding gains, gross unrealized holding losses and fair value of debt securities available-for-sale by type of security at December 31, 2025 and December 31, 2024 is as follows: Amortized Cost Allowance for Credit Losses Net Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value December 31, 2025 Debt securities U.S. treasury bills $ 114,109 $ — $ 114,109 $ 61 $ — $ 114,170 Total $ 114,109 $ — $ 114,109 $ 61 $ — $ 114,170 December 31, 2024 Debt securities U.S. treasury bills 312,262 — 312,262 82 ( 47 ) 312,297 U.S. treasury bonds 74,526 — 74,526 34 — 74,560 Total $ 386,788 $ — $ 386,788 $ 116 $ ( 47 ) $ 386,857 The fair values of debt securities available-for-sale by classification in the consolidated balance sheets were as follows: December 31, 2025 December 31, 2024 Cash and cash equivalents $ 24,990 $ — Marketable securities 89,180 386,857 Total $ 114,170 $ 386,857 The net amortized cost and fair value of debt securities available-for-sale at December 31, 2025 and December 31, 2024 are shown below by contractual maturity. Actual maturities may differ from contractual maturities because securities may be restructured, called or prepaid, or the Company intends to sell a security prior to maturity. December 31, 2025 December 30, 2024 Net Amortized Cost Fair Value Net Amortized Cost Fair Value Due to mature: Less than one year $ 114,109 $ 114,170 $ 386,788 $ 386,857 F-17 BIOHAVEN LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Amounts in thousands, except share and per share amounts) 3. Marketable Securities (Continued) 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 Number of Securities Fair Value Unrealized Losses December 31, 2024 Debt securities U.S. treasury bills 4 58,988 ( 47 ) 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. The Company reviewed the securities in the table above and concluded that they are performing assets generating investment income to support the needs of the Company’s business. In performing this review, the Company considered factors such as the credit quality of the investment security based on research performed by external rating agencies and the prospects of realizing the carrying value of the security based on the investment’s current prospects for recovery. As of December 31, 2025, the Company did not intend to sell these securities and did not believe it was more likely than not that it would be required to sell these securities prior to the anticipated recovery of their amortized cost basis. Net Investment Income 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, 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 Debt securities (including realized losses) $ 9,638 $ 14,477 $ 10,490 Other investments 5,082 7,034 7,432 Gross investment income (including realized losses) 14,720 21,511 17,922 Investment expenses ( 135 ) ( 177 ) ( 236 ) Net investment income $ 14,585 $ 21,334 $ 17,686 We utilize the specific identification method in computing realized gains and losses on sales of debt securities. 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. 4. 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 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. Financial Instruments Measured at Fair Value on the Consolidated Balance Sheets Certain of the Company’s financial instruments are measured at fair value on the consolidated balance sheets on a recurring basis. The fair values of these instruments are based on valuations that include inputs that can be classified within one of three levels of a hierarchy established by GAAP. 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. F-18 BIOHAVEN LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Amounts in thousands, except share and per share amounts) 4. 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: Balance Sheet Classification Type of Instrument Level 1 Level 2 Level 3 Total December 31, 2025 Assets: Cash and cash equivalents Money market funds $ 195,265 $ — $ — $ 195,265 Cash and cash equivalents U.S. treasury bills — 24,990 — 24,990 Marketable securities U.S. treasury bills — 89,180 — 89,180 Other current assets Money market funds 250 — — 250 Other non-current assets Money market funds 3,017 — — 3,017 Total assets $ 198,532 $ 114,170 $ — $ 312,702 Liabilities: Notes payable Notes payable, non-current $ — $ — $ 238,900 $ 238,900 Total liabilities $ — $ — $ 238,900 $ 238,900 December 31, 2024 Assets: Cash and cash equivalents Money market funds $ 38,967 $ — $ — $ 38,967 Marketable securities U.S. treasury bills 29,707 282,590 — 312,297 Marketable securities U.S. 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 Liabilities: 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. F-19 BIOHAVEN LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Amounts in thousands, except share and per share amounts) 4. Fair Value of Financial Assets and Liabilities (Continued) 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 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 (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 December 31, 2024 $ 84,710 Loss on change in fair value of forward contract and derivative liability in other income, net 3,610 Fair value at March, 31 2025 88,320 Gain on change in fair value of forward contract and derivative liability in other income, net ( 10,924 ) Settlement of 2025 Additional Consideration at fair value ( 51,426 ) Fair value at June 30, 2025 25,970 Gain on change in fair value of derivative liability in other income, net ( 3,960 ) Fair value at September 30, 2025 22,010 Loss on change in fair value of derivative liability in other income, net $ 20,700 Settlement of 2025 Additional Consideration True-up at fair value to other current liabilities ( 42,710 ) 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 F-20 BIOHAVEN LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Amounts in thousands, except share and per share amounts) 4. 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 $ 255,880 Loss on change in fair value reported in other income, net 1,190 Fair value at June 30, 2025 $ 257,070 Loss on change in fair value reported in other income, net 11,200 Fair value at September 30,2025 $ 268,270 Gain on change in fair value reported in other income, net ( 21,090 ) Gain on change in fair value reported in other comprehensive income ( 8,280 ) Fair value at December 31,2025 $ 238,900 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 . 5. Balance Sheet Components Property and Equipment, Net Property and equipment, net consisted of the following: As of December 31, 2025 As of December 31, 2024 Building and land $ 14,078 $ 14,078 Leasehold improvements 2,697 824 Computer hardware and software 854 875 Office and lab equipment 12,437 11,620 Furniture and fixtures 2,024 1,811 $ 32,090 $ 29,208 Accumulated depreciation ( 16,126 ) ( 12,206 ) 15,964 17,002 Equipment not yet in service — 318 Property and equipment, net $ 15,964 $ 17,320 Depreciation expense was $ 4,140 , $ 3,923 and $ 3,369 for the years ended December 31, 2025, 2024 and 2023, respectively. Equipment not yet in service primarily consisted of lab equipment that had not been placed into service as of December 31, 2025 or 2024. F-21 BIOHAVEN LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Amounts in thousands, except share and per share amounts) Other Non-current Assets Other non-current assets consisted of the following: As of December 31, 2025 As of December 31, 2024 Operating lease right-of-use assets $ 45,058 $ 36,391 Other 2,306 3,134 Other non-current assets $ 47,364 $ 39,525 Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following: 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 5,756 3,802 2025 Additional Consideration True-Up liability 42,710 — Other accrued expenses and other current liabilities 8,607 9,099 Accrued expenses and other current liabilities $ 104,291 $ 51,487 6. 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. F-22 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 F-23 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. 7. 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 In December 2024, the Company, GeneQuantum Healthcare (Suzhou) Co. Ltd. ("GeneQuantum") and Aimed Bio, Inc. ("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 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 F-24 BIOHAVEN LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Amounts in thousands, except share and per share amounts) 7. Shareholders' Equity (Continued) 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 On April 22, 2024, the Company closed an underwritten public offering of 6,451,220 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 $ 41.00 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 $ 247,830 . 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 . Pyramid Acquisition 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, 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, 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 (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. 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 F-25 BIOHAVEN LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Amounts in thousands, except share and per share amounts) 7. 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 In March 2023, the Company and Hangzhou Highlightll Pharmaceutical Co. Ltd. ("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, in December 2023, the Company issued 721,136 common shares valued at $ 21,814 . See Note 11, "License, Acquisitions and Other Agreements," for further detail on the Highlightll Agreement. 2023 Public Offerings In October 2023, the Compan y completed an underwritten public offering of 11,761,363 of its common shares, including the exercise in full of the underwriters' option to purchase additional common shares, at a price to the public of $ 22.00 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 the Company, were approximately $ 242,425 . F-26 BIOHAVEN LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Amounts in thousands, except share and per share amounts) 8. Accumulated Other Comprehensive Income (Loss) Shareholders’ equity included the following activity in accumulated other comprehensive income (loss) for the years ended December 31, 2025 and 2024: Year Ended December 31, 2025 2024 2023 Net unrealized investment gains (losses): Beginning of period balance $ 69 $ 3 $ ( 145 ) Other comprehensive (loss) income 1) ( 9 ) 66 109 Amounts reclassified from accumulated other comprehensive income (2) — — 39 Other comprehensive (loss) income ( 9 ) 66 148 End of period balance 60 69 3 Foreign currency translation adjustments: Beginning of period balance 10 ( 68 ) 429 Other comprehensive (loss) income (1) ( 2 ) 78 ( 497 ) End of period balance 8 10 ( 68 ) Instrument-specific credit risk of liabilities measured at fair value: Beginning of period balance — — — Other comprehensive income (1) 8,280 — — End of period balance 8,280 — — Total beginning of period accumulated other comprehensive income (loss) 79 ( 65 ) 284 Total other comprehensive income (loss) 8,269 144 ( 349 ) Total end of period accumulated other comprehensive income (loss) $ 8,348 $ 79 $ ( 65 ) (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 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. 9. Non-Cash Share-Based Compensation 2022 Equity Incentive Plan In September 2022, the Company's shareholders approved the 2022 Equity Incentive Plan (the "2022 Plan"), which became effective on October 3, 2022. The 2022 Plan provides for the grant of incentive share options, nonstatutory share options, share appreciation rights, restricted share awards, restricted share unit awards ("RSUs"), performance-based share awards and other share-based awards. Upon the effectiveness of the 2022 Plan, there were 9,190,000 common shares reserved for issuance under the 2022 Plan. As of December 31, 2025, the 2022 Plan allows for a maximum of 19,211,126 shares of the Company's common shares to be reserved and available for grants. Also as of December 31, 2025, there were 127,993 shares of the Company's common shares available for future grants under the 2022 Plan. The number of shares reserved for issuance under the 2022 Plan automatically increases on January 1 of each calendar year by 4 % of total common shares outstanding as of December 31 of the prior year, beginning October 3, 2022 through January 1, 2032. In January 2026, the number of common shares reserved for future issuance under the 2022 Plan automatically increased by 5,311,004 common shares. F-27 BIOHAVEN LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Amounts in thousands, except share and per share amounts) 9. Non-Cash Share-Based Compensation (Continued) Non-Cash Share-Based Compensation Expense 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. Non-cash share-based compensation expense, consisting of expense for stock options, RSUs, and the 2022 Employee Share Purchase Plan (the "ESPP"), was classified in the consolidated statements of operations as follows: Year Ended December 31, 2025 2024 2023 Research and development expenses 72,787 42,594 15,985 General and administrative expenses 39,574 29,369 12,802 Total non-cash share-based compensation expense $ 112,361 $ 71,963 $ 28,787 As of December 31, 2025, total unrecognized compensation cost related to the unvested share-based awards was $ 99,218 , which is expected to be recognized over a weighted average period of 1.58 years. Share Options All share option grants are awarded at fair value on the date of grant. The fair value of share options is estimated using the Black-Scholes option pricing model. Share options generally expire 10 years after the grant date. 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 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. The assumptions that the Company used to determine the grant-date fair value of share options granted under the 2022 Plan were as follows, presented on a weighted average basis: Year Ended December 31, 2025 2024 2023 Risk-free interest rate 4.37 % 3.98 % 4.32 % Expected term (in years) 5.71 5.74 5.93 Expected volatility 76.06 % 86.31 % 84.60 % Expected dividend yield — % — % — % Exercise price $ 35.64 $ 42.06 $ 24.57 F-28 BIOHAVEN LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Amounts in thousands, except share and per share amounts) 9. 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: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (in years) Outstanding as of December 31, 2024 12,781,084 $ 17.46 Granted 3,205,435 $ 35.64 Exercised ( 139,233 ) $ 7.15 Forfeited ( 197,772 ) $ 34.54 Outstanding as of December 31, 2025 15,649,514 $ 21.06 7.47 $ 32,095 Options exercisable as of December 31, 2025 11,565,685 $ 15.79 7.08 $ 32,095 Vested and expected to vest as of December 31, 2025 15,649,514 $ 21.06 7.47 $ 32,095 The weighted average grant date fair value per share of share options granted under the Company’s share option plans during the years ended December 31, 2025, 2024, and 2023 was $ 24.25 , $ 30.76 , and $ 18.01 , respectively. The Company expects approximately 4,083,829 of the unvested share options to vest over the requisite service period. Restricted Share Units 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. 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 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. The following table is a summary of the RSU activity for the year ended December 31, 2025: Number of Shares Weighted Average Grant Date Fair Value Unvested as of December 31, 2024 277,221 $ 41.87 Granted 1,687,087 $ 37.74 Forfeited ( 32,729 ) $ 39.00 Vested ( 528,883 ) $ 37.85 Unvested as of December 31, 2025 1,402,696 $ 38.48 Employee Share Purchase Plan In September 2022, the Company's board of directors approved the rules and procedures of the 2022 Employee Share Purchase Plan approved by shareholders of the Company on September 28, 2022. The ESPP allows each eligible employee who is participating in the plan to purchase shares by authorizing payroll deductions of up to 15 % of eligible earnings. Unless the participating employee has previously withdrawn from the offering, accumulated payroll deductions will be used to purchase shares on the last business day of the offering period at a price equal to 85% of the fair market value of the shares on the first business day or the last business day of the offering period, whichever is lower. Under applicable tax rules, an employee may purchase no more than $25 worth of ordinary shares, valued at the start of the offering period, under the ESPP in any calendar year. There is no minimum holding period associated with shares purchased pursuant to this plan. An employee’s purchase rights terminate immediately upon termination of employment. F-29 BIOHAVEN LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Amounts in thousands, except share and per share amounts) 9. 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. As of December 31, 2025, the ESPP allows for a maximum of 2,899,049 shares of the Company's common shares to be reserved and available for issuance under the ESPP. As of December 31, 2025, 2,512,521 shares remained available for future issuance under the ESPP. In January 2026, 1,327,751 additional shares were authorized to be issued under the ESPP. The Company accounts for employee share purchases made under its ESPP using an estimate of the grant date fair value, which is determined in accordance with ASC 718, Stock Compensation. The purchase price discount and the look-back feature cause the ESPP to be compensatory and the Company to recognize compensation expense. The compensation cost is recognized on a straight-line basis over the requisite service period. The Company values ESPP shares using the Black-Scholes model. The Company recognized compensation expense of $ 1,477 , $ 1,249 , and $ 1,341 for the years ended December 31, 2025, 2024, and 2023, respectively. 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. 10. Net Loss Per Share Basic and diluted net loss per share attributable to common shareholders of Biohaven was calculated as follows: Year Ended December 31, 2025 2024 2023 Numerator: Net loss $ ( 738,822 ) $ ( 846,422 ) $ ( 408,168 ) Denominator: Weighted average common shares outstanding—basic and diluted 107,624,885 91,234,337 71,200,527 Net loss per share—basic and diluted $ ( 6.86 ) $ ( 9.28 ) $ ( 5.73 ) The Company's potential dilutive securities include share options which have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share. Therefore, the weighted average number of common shares outstanding used to calculate both basic and diluted net loss per share attributable to common shareholders of the Company is the same. The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share attributable to common shareholders for the periods indicated because including them would have had an anti-dilutive effect: Year Ended December 31, 2025 2024 2023 Options to purchase common shares 15,649,514 12,781,084 11,379,429 Warrants to purchase common shares — 294,195 — Restricted Share Units 1,402,696 277,221 — 17,052,210 13,352,500 11,379,429 11. License, Acquisitions and Other Agreements The Company has entered into various licensing, developmental and acquisition agreements which provide the Company with rights to certain know-how, technology and patent rights. The agreements generally include upfront fees, milestone payments upon achievement of certain developmental, regulatory and commercial and sales milestones, as well as sales-based royalties, with percentages that vary by agreement. License and Other Agreements 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 , F-30 BIOHAVEN LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Amounts in thousands, except share and per share amounts) 11. License, Acquisitions and Other Agreements (Continued) respectively. See below for a detailed discussion of these agreements. The Company has not recorded these potential contingent consideration payments as liabilities 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. Yale Agreements In September 2013, the Company entered into an exclusive license agreement (the "Yale Agreement") with Yale University to obtain a license to certain patent rights for the commercial development, manufacture, distribution, use and sale of products and processes resulting from the development of those patent rights, related to the use of riluzole in treating various neurological conditions, such as general anxiety disorder, post-traumatic stress disorder and depression. The Yale Agreement was amended and restated in May 2019. 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 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 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"). The platform pertains to the clearance of disease-causing protein and other biomolecules by targeting them for lysosomal degradation using multi-functional molecules. The Yale MoDE Agreement includes an obligation to pay a minimum annual royalty of up to $ 1,000 per year, and low single digit royalties on the net sales of licensed products. If the Company grants any sublicense rights under the Yale MoDE Agreement, it must pay Yale University a low single-digit percentage of sublicense income that it receives. As of December 31, 2025, under the Yale MoDE Agreement, the Company has remaining contingent development and commercial milestone payments of up to $ 538 and $ 2,950 , respectively. 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. 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. ALS Biopharma Agreement In August 2015, the Company entered into an agreement (the "ALS Biopharma Agreement") with ALS Biopharma and Fox Chase Chemical Diversity Center Inc. ("FCCDC"), pursuant to which ALS Biopharma and FCCDC assigned the Company their worldwide patent rights to a family of over 300 prodrugs of glutamate modulating agents, including troriluzole, as well as other innovative technologies. Under the ALS Biopharma Agreement, the Company is obligated to use commercially reasonable efforts to commercialize and develop markets for the patent products. As of December 31, 2025, under the ALS Biopharma Agreement, the Company has remaining contingent regulatory approval milestone payments of up to $ 4,000 , as well as royalty payments of a low single-digit percentage based on net sales of products licensed under the ALS Biopharma Agreement, payable on a quarterly basis. The ALS Biopharma Agreement terminates on a country-by-country basis as the last patent rights expire in each such country. If the Company abandons its development, research, licensing or sale of all products covered by one or more claims of any patent or patent application assigned under the ALS Biopharma Agreement, or if the Company ceases operations, it has agreed to reassign the applicable patent rights back to ALS Biopharma. 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. F-31 BIOHAVEN LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Amounts in thousands, except share and per share amounts) 11. License, Acquisitions and Other Agreements (Continued) Taldefgrobep Alfa License Agreement In February 2022, following the transfer of intellectual property, the Company announced that it entered into a worldwide license agreement with BMS for the development and commercialization rights to taldefgrobep alfa (also known as BMS-986089), a novel, Phase 3-ready anti-myostatin adnectin (the "Taldefgrobep Alfa License Agreement"). As of December 31, 2025, under the Taldefgrobep Alfa License Agreement, the Company has remaining contingent regulatory approval milestone payments of up to $ 200,000 , as well as tiered, sales-based royalty percentages from the high teens to the low twenties. There were no upfront or contingent payments to BMS related to the Taldefgrobep Alfa License 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 Taldefgrobep Alfa License Agreement. Agreement with Hangzhou Highlightll Pharmaceutical Co. Ltd. In March 2023, the Company and Hangzhou Highlightll Pharmaceutical Co. Ltd. ("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. In December 2023, the Company entered into a second amendment to the Highlightll Agreement, which granted the Company an exclusive option and right of first refusal to any Selective TYK2 Inhibitor being developed by or on behalf of Highlightll or its affiliates and provided for the payment of the Highlightll Upfront Payments. As a result, the Company made a $ 10,000 cash payment and issued 721,136 shares, valued at $ 21,814 , to Highlightll during the fourth quarter of 2023, which was recorded as R&D expense during the year ended December 31, 2023. As of December 31, 2025, under the Highlightll Agreement, the Company has remaining contingent development, regulatory approval, and commercial milestone payments of up to $ 60,000 , $ 37,500 , and $ 837,500 , respectively. Additionally, the Company has agreed to make tiered royalty payments as a percentage of net sales starting at mid-single digits and peaking at low-teens digits. During the royalty term, if the Company offers to include China clinical sites in its Phase 3 study sufficient for submission to Chinese National Medical Products Administration and Highlightll, at its sole discretion, agrees, then Highlightll will pay royalties in the low tens digits to the Company on China sales upon approval. 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. Other Agreements 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 F-32 BIOHAVEN LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Amounts in thousands, except share and per share amounts) 11. 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: Year Ended December 31, 2025 2024 2023 Milestone Payments $ 22,375 $ 1,875 $ 3,250 Upfront Payments - Cash 4,375 6,000 — Upfront Payments - Issuance of Common Shares* $ 4,884 $ 8,554 $ — * 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. Acquisitions 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, 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. 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 opakalim and 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, 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”). 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. The Company initially measured the forward contract associated with the 2024 Additional Consideration at a fair value of $ 75,220 , which was recorded as R&D expense during the three months ended June 30, 2024 in its consolidated statements of operations. 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 F-33 BIOHAVEN LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Amounts in thousands, except share and per share amounts) 11. 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 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. The Company initially recorded the 2024 Additional Consideration True-Up at a fair value of $ 15,540 , 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. 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 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 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 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 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 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. The Company has not recorded any of the remaining contingent consideration payments to Knopp 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. Pyramid Acquisition In January 2024, the Company acquired Pyramid Biosciences, Inc. (“Pyramid”), pursuant to an Agreement and Plan of Merger (the “Merger Agreement”), 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 . F-34 BIOHAVEN LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Amounts in thousands, except share and per share amounts) 11. 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. The IPR&D asset has no alternative future use and relates primarily to BHV-1510. There was no material value assigned to any other assets or liabilities acquired in the acquisition. As such, the upfront payment discussed above was recorded as a charge to R&D expense in the accompanying consolidated statements of operations during the three months ended March 31, 2024. As of December 31, 2025, under the Pyramid Agreement, the Company has remaining success-based payments comprised of (i) up to $ 5,000 based on developmental and regulatory milestones for the lead asset, BHV-1510 (formerly known as PBI-410), (ii) up to an additional $ 30,000 based on developmental and regulatory milestones for a second asset (formerly known as PBI-200) and (iii) up to $ 40,000 for commercial sales-based milestones of BHV-1510. Contingent developmental and regulatory milestone payments may be paid in cash or Biohaven common shares at the election of Biohaven and commercial sales-based milestones are to be made in cash. 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. 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. 12. Commitments and Contingencies Lease Agreements The Company's leases primarily consist of lab and office space for use in its operations. It's leases generally have initial lease terms of 1 to 10 years, some of which include options to extend for up to 3 to 10 years or on a month-to-month basis. 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. 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; however, these amounts are immaterial. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. The following table summarizes supplemental cash flow information: Years Ended December 31, 2025 2024 2023 Right-of-use assets obtained in exchange for new operating lease liabilities $ 16,433 $ 8,492 $ — 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. F-35 BIOHAVEN LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Amounts in thousands, except share and per share amounts) 12. 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 Assets Other non-current assets $ 45,058 $ 36,391 Liabilities Other current liabilities $ 5,756 $ 3,802 Long-term operating lease liability 39,958 32,782 $ 45,714 $ 36,584 Weighted average remaining lease term (in years) 7.32 7.94 Weighted average discount rate 8.80 % 7.59 % The following table summarizes maturities of operating lease liabilities as of December 31, 2025: Operating leases 2026 $ 9,138 2027 9,239 2028 7,501 2029 6,950 2030 7,153 Thereafter 23,094 Total lease payments 63,075 Less: imputed interest ( 17,361 ) 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 laboratory space (the "Pittsburgh Centre Avenue Lease") to support the research and development of the Company's ion channel platform. The F-36 BIOHAVEN LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Amounts in thousands, except share and per share amounts) 12. 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 In the ordinary course of business, the Company may provide indemnification of varying scope and terms to vendors, lessors, business partners and other parties with respect to certain matters including, but not limited to, losses arising out of breach of such agreements or from intellectual property infringement claims made by third parties. In addition, the Company has entered into indemnification agreements with members of its board of directors and executive officers that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is, in many cases, unlimited. The Company’s amended and restated memorandum and articles of association also provide for indemnification of directors and officers in specific circumstances. To date, the Company has not incurred any material costs as a result of such indemnification provisions. The Company does not believe that the outcome of any claims under indemnification arrangements will have a material effect on its financial position, results of operations or cash flows, and it has not accrued any liabilities related to such obligations in its consolidated financial statements as of December 31, 2025 or December 31, 2024. License, Acquisitions, and Other Agreements The Company has entered into license, developmental, and acquisition agreements with various parties under which it is obligated to make contingent and non-contingent payments. See Note 11, "License, Acquisitions and Other Agreements," for additional details. Other Agreements On January 1, 2021, the Company entered into a consulting services agreement (the "Moda Agreement") with Moda Pharmaceuticals LLC ("Moda") to further the scientific advancement of technology, drug discovery platforms (including the technology licensed under the Yale MoDE Agreement), product candidates and related intellectual property owned or controlled by the Company. Under the Moda Agreement, the Company agreed to make success-based payments based on developmental, regulatory and commercial milestones. The Moda Agreement has a term of four years and may be terminated earlier by the Company or Moda under certain circumstances including, for example, the Company's discontinuation of research on the MoDE platform or default. In August 2023, the Company entered into an amendment to the Moda Agreement with Moda. 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. F-37 BIOHAVEN LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Amounts in thousands, except share and per share amounts) 12. 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. 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. 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. 13. Income Taxes 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 has historically outsourced all of the research and clinical development for its programs under a master services agreement with Biohaven Pharmaceuticals, Inc. (“BPI”). 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 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. and Ireland. F-38 BIOHAVEN LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Amounts in thousands, except share and per share amounts) 13. Income Taxes (Continued) Loss before provision for income taxes consisted of the following: Year Ended December 31, 2025 2024 2023 BVI $ ( 783,270 ) $ ( 885,508 ) $ ( 424,647 ) Foreign 45,890 39,821 15,096 Loss before provision for income taxes $ ( 737,380 ) $ ( 845,687 ) $ ( 409,551 ) The provision for income taxes consisted of the following: Year Ended December 31, 2025 2024 2023 Current income tax provision (benefit): BVI $ — $ — $ — Foreign 1,442 735 ( 1,383 ) Total current income tax provision (benefit) 1,442 735 ( 1,383 ) Deferred income tax provision (benefit): BVI — — — Foreign — — — Total deferred income tax provision (benefit) — — — Total provision (benefit) for income taxes $ 1,442 $ 735 $ ( 1,383 ) A reconciliation of the BVI statutory income tax rate of 0% to the Company's effective income tax rate is as follows: Year Ended December 31, 2025 2024 2023 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 U.S. 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 U.S. 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. F-39 BIOHAVEN LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Amounts in thousands, except share and per share amounts) 13. Income Taxes (Continued) Net deferred tax assets (liabilities) consisted of the following: December 31, 2025 2024 Deferred tax assets: Foreign net operating loss carryforwards $ 120,704 $ 144,179 Tax credits 158,931 140,201 R&D capitalization 2,372 5,891 Other 39,184 21,878 Valuation allowance ( 313,353 ) ( 303,731 ) Total deferred tax assets 7,838 8,418 Deferred tax liabilities: Other ( 7,838 ) ( 8,418 ) Total deferred tax liabilities ( 7,838 ) ( 8,418 ) Net deferred tax asset (liability) $ — $ — 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 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, 2025 2024 2023 Valuation allowance as of beginning of year $ 303,731 $ 259,448 $ 216,061 Increases recorded to Purchase Accounting and Net Investment from Former Parent — 21,538 — Increases recorded to income tax provision 9,622 22,745 43,387 Valuation allowance as of end of year $ 313,353 $ 303,731 $ 259,448 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. The beginning and ending amounts of unrecognized tax benefits reconciles as follows: Year Ended December 31, 2025 2024 2023 Beginning of period balance $ 2,300 $ 2,200 $ 2,200 Increase for tax positions taken during the current period 300 100 — End of period balance $ 2,600 $ 2,300 $ 2,200 The unrecognized tax benefits relate primarily to issues common among multinational corporations. All of these unrecognized tax benefits, if recognized, would impact the Company's effective income tax rate. The Company's policy is to record interest and penalties related to income taxes, if any, as part of its income tax provision. As of December 31, 2025 and 2024, the total amount of accrued interest and penalties was not significant. F-40 BIOHAVEN LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Amounts in thousands, except share and per share amounts) 13. Income Taxes (Continued) BPI, Kleo and Pyramid file income tax returns in the U.S. and certain state jurisdictions. The U.S. federal and state income tax returns are generally open to tax examinations for the tax year ended December 31, 2022 and subsequent years. 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 US Federal $ ( 172 ) $ ( 2,456 ) $ ( 32,953 ) US State and Local California * ( 719 ) * Illinois * ( 1,967 ) * Massachusetts * ( 729 ) * New York * ( 2,182 ) * Virginia ( 44 ) * * Other ( 53 ) ( 2,391 ) ( 347 ) Total US State and Local ( 97 ) ( 7,988 ) ( 347 ) Ireland 402 * * 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. 14. Related Party Transactions Related Party Agreements License Agreements with Yale On September 30, 2013, the Company entered into the Yale Agreement with Yale (see Note 11, "License, Acquisitions and Other Agreements," for details). The Company’s Chief Executive Officer is one of the inventors of the patents that the Company has licensed from Yale and, as such, is entitled to a specified share of the glutamate product-related royalty revenues that may be received by Yale under the Yale Agreement. In January 2021, the Company entered into the Yale MoDE Agreement with Yale (see Note 11, "License, Acquisitions and Other Agreements," for details). Under the license agreement, the Company acquired exclusive, worldwide rights to Yale's intellectual property directed to its MoDE platform. Under the Yale MoDE Agreement, the Company entered into the Yale MoDE SRA (see Note 11, "License, Acquisitions and Other Agreements," for details), which included funding of up to $ 4,000 over the life of the agreement. In May 2023, the Company entered into an additional sponsored research agreement with Yale University (the "2023 Yale SRA"), which includes funding of up to $ 612 over the life of the agreement. For the years ended December 31, 2025, 2024 and 2023, the Company recorded $ 1,490 , $ 1,864 and $ 2,942 , respectively, in research and development expense, including certain administrative expenses, related to the Yale MoDE Agreement and the Yale MoDE SRA, the Yale Agreement, and the 2023 Yale SRA (collectively, the "Yale Agreements"). As of December 31, 2025, the Company did not owe any material amounts to Yale. Relationship with the Former Parent Upon the effectiveness of the Separation on October 3, 2022, the Former Parent ceased to be a related party to the Company and accordingly, no related party transactions or balances are reported subsequent to October 3, 2022. On October 3, 2022, the Company entered into agreements with the Former Parent in connection with the Separation, including a Transition Services Agreement. 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 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. F-41 BIOHAVEN LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Amounts in thousands, except share and per share amount 15. Segment Information The Company manages its operations as a single segment, focused on the discovery, development, and commercialization of life-changing treatments in key therapeutic areas, including immunology, neuroscience, and oncology. Our Chief Executive Officer (“CEO”), as the Company's chief operating decision maker, manages and allocates resources at a consolidated level. Our CEO uses net loss that is also reported on the consolidated statement of operations as net loss to assess performance and decide how to allocate resources. The CEO uses net loss to evaluate the allocation of resources across functions, therapeutic areas, and research and development projects in line with our overarching long-term company-wide strategic goals as well as to monitor budget versus actual results. The accounting policies of the Company's single operating segment are the same as those described in the summary of significant accounting policies as described in Note 2. The measure of segment assets is reported on the consolidated balance sheet as total consolidated assets. In 2025 and 2024, materially all the Company's long-lived assets were held in the United States. Expenditures for the addition of long-lived assets are reported on the consolidated statements of cash flows as purchases of property and equipment. F-42 BIOHAVEN LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Amounts in thousands, except share and per share amounts) 15. Segment Information (continued) Additional information about segment profit or loss and significant segment expenses is as follows: Year Ended December 31, 2025 2024 2023 Direct R&D program expense BHV-4157 (Troriluzole) $ 49,241 $ 63,983 $ 73,080 BHV-2000 (Taldefgrobep Alfa) 23,481 59,710 40,870 BHV-7000 & BHV-7010 (Kv7) 115,269 136,422 47,327 BHV-2100 (TRPM3 Antagonist) 27,716 29,044 12,865 BHV-8000 (TYK2/JAK1) 34,864 12,697 39,025 BHV-1300 (IgG Degrader) 36,277 30,078 22,239 BHV-1310 (IgG Degrader) 5,486 13,341 1,962 BHV-1400 (IgA Degrader) 27,860 19,572 1,810 BHV-1600 (β1-AR AAB Degrader) 6,935 14,650 254 BHV-1510 (Trop2) 37,582 28,540 — BHV-1530 (FGFR3) 22,670 14,554 — Other R&D program expense 1,850 2,821 5,615 Preclinical research programs R&D Expense 70,203 57,181 35,911 R&D personnel expense (excluding share-based compensation) (1) 77,220 73,644 60,058 R&D Share-based compensation expense 72,787 42,594 15,985 R&D Knopp amendment expense — 171,850 — G&A personnel expense (excluding share-based compensation) (1) 22,756 24,894 21,087 G&A Share-based compensation expense 39,574 29,369 12,802 Other segment items (2) 73,607 60,167 45,161 Non-operating (income) expense ( 7,998 ) ( 39,424 ) ( 26,500 ) Provision (benefit) for income taxes 1,442 735 ( 1,383 ) Segment net loss 738,822 846,422 408,168 Reconciliation of profit or loss Adjustments and reconciling items — — — Consolidated net loss $ 738,822 $ 846,422 $ 408,168 (1) Personnel expense includes employee payroll, bonus, and employee benefits for medical care, retirement, insurances and other. (2) Other segment items included in Segment net loss include unallocated non-program R&D expense, legal, accounting and other professional service fees, rent and utilities expense, depreciation, and other corporate expenses. F-43