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Item 9A. Controls and Procedures

2026-03-13 compared with 2025-03-20 · 913 added, 248 removed, 807 unchanged (59% of the section changed)

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Evaluation of Disclosure Controls and Procedures

Our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2024.

Our principal executive officer and principal financial officer evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2025.

The term “disclosure controls and procedures” means controls and other procedures of a company that are designed to provide reasonable assurance that the 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.

Disclosure controls and procedures include, without limitation, controls and procedures designed to provide reasonable assurance that the information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Based on our evaluation, our management, with the participation of our principal executive officer and principal financial officer, has concluded that, as of such date, our disclosure controls and procedures were effective.

Management recognizes that any controls and procedures, no matter how well designed and

operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Based on our evaluation, our principal executive officer and principal financial officer, has concluded that, as of such date, our disclosure controls and procedures were effective.

Management’s Annual Report on Internal Control Over Financial Reporting

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Other Information

Rule 10b5-1 Trading Plans

None of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted or terminated a Rule 10b5-1 trading plan or arrangement or a non-Rule 10b5-1 trading plan or arrangement, as defined in Item 408(c) of Regulation S-K, during the three months ended December 31, 2025 covered by this Annual Report.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

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Directors, Executive Officers and Corporate Governance

The information required under this item is incorporated herein by reference and will be included in our definitive proxy statement for our 2025 Annual General Meeting to be filed with the U.S.

Securities and Exchange Commission within 120 days of the end of our fiscal year.

Directors and Executive Officers

The following table sets forth certain information about our current directors and executive officers as of the date of this Annual Report:

Present Position

Year Elected to Present Position

William Enright

Chief Executive Officer and Director

Leon Hooftman

Chief Medical Officer

Chairman of the Board of Directors

Alex Hammacher

Non-Executive Director

Morgon, PharmD

Non-Executive Director

Non-Executive Director 2021

Non-Executive Director

William Enright has been our Chief Executive Officer and a member of our board of directors since August 2019.

From June 2008 to November 2018, Mr.

Enright served as the Chief Executive, President and Director of Altimmune, Inc.

(“Altimmune”), a biopharmaceutical company.

Prior to joining Altimmune, Inc., Mr.

Enright held various positions at GenVec, Inc.

(acquired by Precigen, Inc.), leaving as Head of Business Development.

He currently serves on the Board of Directors and Chair of the Compensation Committee of BullFrog AI, Inc.

Enright brings a breadth of experiences in a variety of positions within the life science/biotech industry, including time as a consultant, a bench scientist and 12 years with Life Technologies, Inc.

(acquired by Thermo-Fisher), working in various senior level licensing, business management, manufacturing and research roles.

Enright holds a MA and BS in Biology from SUNY at Buffalo and a MS in Business Management from Johns Hopkins University.

We believe that Mr.

Enright is qualified to serve on our board of directors because of his considerable management experience in the biopharmaceutical industry.

Leon Hooftman has been our Chief Medical Officer since June 2024.

Hooftman held Chief Medical Officer roles at several biotechnology companies, including ISA Pharmaceuticals from May 2018 to June 2024, Polyphor AG from September 2014 to May 2018, Synthon BV from October 2011 to August 2014 and Chroma Therapeutics from October 2004 to January 2011.

Prior to that, he served as the Head of Clinical Development at Celltech, from December 2002 until its acquisition by UCB in October 2004.

Earlier in his career, Dr.

Hooftman held various senior management positions at Roche from May 1995 to December 2002.

Hooftman holds a M.D.

from Utrecht State University (Netherlands) and performed his specialist training in Cambridge and London (UK).

Robin Wright has served as our chairman since October 2018 and a member of our board of directors since August 2018.

Wright has extensive senior level experience as a Chief Financial Officer of public companies in both the pharmaceutical and biotechnology industries.

Wright has served as the Chief Financial Officer of MiNa Therapeutics since January 2021.

From September 2020 to October 2020, Mr.

Wright was our interim Chief Financial Officer.

From September 2015 to May 2020, Mr.

Wright was the Chief Financial Officer of Pharming Group N.V., a biopharmaceutical company.

Wright holds a BA degree in Chemistry from Oxford University and is a Fellow of the Institute of Chartered Accountants in England and Wales in the UK.

We believe Mr.

Wright is qualified to serve on our board of directors because of his extensive management experience and financial expertise in the life sciences industry.

Alex Hammacher has been a member of our board of directors since January 2020.

Hammacher is Head of Strategic Operations & Corporate Finance at Oxford Sciences Enterprises, a venture capital firm partnered with Oxford University, a position he has held since October 2019.

Prior to joining Oxford Sciences Enterprises, Dr.

Hammacher held positions of increasing seniority at Lazard, an investment banking firm, from October 2015 to October 2019, most recently as Director of Healthcare Investment Banking, and UBS, an investment banking firm, from July 2007 to September 2015.

Hammacher received a BA and BM BCh from Oxford University.

We believe Dr.

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

Morgon has been a member of our board of directors since January 2018.

Morgon is Chief Executive Officer of MRGN Advisors, an investment strategy advisor, a position he has held since January 2015.

Morgon was Regional Partner for Switzerland at Mérieux Equity Partners, an investment firm, a position he has held since October 2014, and is currently a senior advisor to the firm.

Morgon is also Chief Business Officer at Nuvamid, a position he has held from January 2024 to August 2025, Executive Vice President Portfolio Strategy and Supranational Affairs at CanSino Biologics until February 2024, Chief Business Officer at PLL Therapeutics since January 2025, Venture Partner at Rocket Bio Capital since June 2025 and Director at AlMorphous Health since November 2025.

Morgon is also chair of the board of directors of Health Technologies Holding (HTH) Srl, a position he held from June 2020 to April 2025, chair of the board of directors of MYCB1, a position he has held since July 2020, chair of the board of directors of Eurocine Vaccines, a position he has held since May 2019, chair of the board of directors of Kupando GmbH, a position he held from December 2021 to April 2025, and a member of the board of directors of UNIVERCELLS, a position he has held since July 2018, and a member of the board of Amoéba SA, a position held since June 2021, and a member of the board of directors of CanSinoBio Switzerland, a position he has held since May 2022, and a member of the board of directors of Limula, a position he has held since July 2022.

Morgon also served as a member of the board of directors of Alma Biotherapeutics from 2017 to 2018, chair of the board of directors of Virometix AG from January 2017 to November 2019, and chair of the board of directors of Theradiag from 2017 to March 2023.

Pierre has over 35 years of experience in the global life science industry, especially with specialty care, vaccines and immunotherapy, at the helm of international operations, in C-level positions at global level in multinational corporations and as CEO of start-up companies.

He is a lecturer in several MBA programs and in life science conferences, and at the Mass Challenge incubator in Switzerland where he is also a mentor for start-up life sciences companies.

He holds a Doctorate of Pharmacy, a Master in Business Law and an MBA.

He is also an alumnus of INSEAD and IMD.

We believe Dr.

Morgon is qualified to serve on our board of directors due to his extensive experience as a director of life sciences companies.

Phillips has been a member of our board of directors since February 2021.

Phillips was a Senior Vice President of Clinical, Medical & Regulatory Affairs, North America Operations, for Novo Nordisk Inc., leading the drug development, clinical operations, medical, regulatory, health economics and outcomes research, and safety teams, a position she held from 2011 to 2022.

Prior to joining Novo Nordisk, Dr.

Phillips held positions of increasing seniority at GlaxoSmithKline from 1998 to 2010, most recently as Vice President, Medicine Development Leader.

Phillips also served on the board of directors of Trevena Corporation, a biopharmaceutical company, a position she held from 2014 to 2024.

Phillips also served as a member of the board of directors of Carmot Therapeutics, a private biopharmaceutical company, from 2022 to 2023.

Phillips also served as a member of the board of directors of AMAG Pharmaceuticals, Inc., a pharmaceutical company, from 2019 to 2020, and Biotechnology Innovation Organization, a biotechnology trade organization, from 2017 to 2018.

Phillips currently serves on the board of directors of Sagimet Biosciences since August 2024, as well as on the board of directors of vTv Therapeutics since March 2024.

Phillips received a BSc in Zoology from the University of Western Ontario and an MD from the University of Toronto.

She completed postgraduate training in Internal Medicine, Medical Microbiology and Infectious Diseases.

We believe Dr.

Phillips is qualified to serve on our board of directors because of her extensive expertise in the life sciences industry.

Dawes has been a member of our board of directors since February 2021.

Dawes is the President of Knowledgeable Decisions, LLC, biopharma pharmaceutical consulting firm focusing on development and commercial/corporate strategy, a position she has held since 2003.

Dawes served from 1999 to 2003 as Senior Vice President and U.S.

Business Group Head for Bayer Corporation’s U.S.

Pharmaceuticals Group.

Prior to joining Bayer, she was Senior Vice President, Global Strategic Marketing, at Wyeth LLC, a pharmaceutical company (formerly known as American Home Products).

Dawes also served as Vice President, Chief Commercial Officer, for Genetics Institute, Inc.

Dawes began her pharmaceuticals industry career at Pfizer, Inc.

where, from 1984 to 1994, she held a number of marketing positions, serving most recently as Vice President, Marketing of the Pratt Division.

Dawes also serves on the boards of directors of one publicly traded company, Repligen Corporation, one privately-held company, JPA Health, and one not-for-profit organization, Medicines 360.

Dawes received a BA and an MA from Simmons College in English Literature and an MBA from Harvard University.

We believe Ms.

Dawes is qualified to serve on our board of directors because of her extensive experience with biopharmaceutical companies as well as her considerable background in the development and commercialization of pharmaceutical products.

Scheeren has been a member of our board of directors since March 2021.

Scheeren is also the founder and president of Scheeren HealthCare LLC, a consulting company specializing in pharmaceutical development and regulatory affairs, and has held these positions since August 2021.

Scheeren serves as the co-chair of the Scientific Advisory Board of Fosun Shanghai Pharmaceuticals in Shanghai since February 2023 and is a member of the International Advisory Board of the French Clinical Research Infrastructure Network in France.

He is also on the Supervisory Board of Connect 4 Children Stiechting ("C4C S"), a Dutch non-profit organization since May 2023.

Scheeren served as President and Chief Executive Officer of Critical Path Institute, ("C-Path"), a non-profit organization, from April 2019 to March 2021.

Prior to joining C-Path, Dr.

Scheeren served in various senior roles at Bayer AG, a global pharmaceutical company, for 15 years, including serving as Senior Vice President, Senior Advisor to Research and Development from January 2018 to December 2018 and Senior Vice President, Head of Global Regulatory Affairs, Pharmaceuticals and Consumer Health from January 2015 to December 2017.

He previously also held numerous executive positions at Aventis Pharmaceuticals, Roussel UCLAF, Ares Serono and Les Laboratoires Servier.

Scheeren has served as an advisor to PathBiotech LLC from June 2021 until October 2023.

Scheeren currently serves as a director on several boards of non- profit organizations, is an adjunct Professor of Regulatory Science at Peking University, Beijing, and was a lecturer at Yale University.

Dr Scheeren earned his PharmD, MSc and BS degrees at the University of Leiden, Leiden, the Netherlands, School of Pharmacy.

We believe Dr.

Scheeren is qualified to serve on our board of directors because of his global expertise in research and development and regulatory affairs in the pharmaceutical industry.

There are no material legal proceedings to which any of our directors is a party adverse to us or any of our subsidiaries or in which any such person has a material interest adverse to us or our subsidiary.

Board of Directors Composition

Our board of directors seeks director candidates who represent a mix of backgrounds and experiences that will enhance the quality of our board of directors' deliberations and decisions.

Such candidates are expected to have substantial experience with one or more publicly traded national or multinational companies or have achieved a high level of distinction in their chosen field.

Structure of our Board of Directors

The leadership structure of our board of directors separates the positions of chief executive officer and chairman of the board in order to ensure independent leadership of the Board.

Our Board believes that this separation is appropriate for the Company at this time because it allows for a division of responsibilities, with our chief executive officer focused on leading the Company while the chairman can focus on leading the Board in overseeing management, and for a sharing of ideas between individuals having different perspectives.

Independence of our Board of Directors

Our board of directors has determined that Robin Wright, Pierre A.

Morgon, Anne M.

Phillips, Karen T.

Dawes and Joseph C.

Sheeren are each independent within the meaning of the director independence standards of Nasdaq.

Furthermore, our board of directors has determined that all of the members of our audit committee, compensation committee, and nominating and corporate governance committee are independent within the meaning of the director independence standards of Nasdaq and the rules of the SEC applicable to each such committee.

Our board of directors has determined that Alex Hammacher and William Enright are not independent within the meaning of director independence standards of Nasdaq.

Family Relationships and Adverse Proceedings

There are no family relationships between any of our directors or executive officers.

Neither we nor any of our subsidiaries are party to any material proceedings to which any of our directors, officers, affiliates, 5% or more shareholders, or any of their respective associates are a party.

We do not believe that any of our directors, officers, affiliates, 5% or more shareholders, or any of their respective associates are adverse to us or any of our subsidiaries or have a material interest that is adverse to us or any of our subsidiaries.

Code of Business Conduct and Ethics

The Company has adopted a Code of Conduct that applies to all officers, directors and employees in connection with their work for us.

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The Company intends to satisfy any disclosure requirements under Item 5.05 of Form 8-K regarding an amendment to, or waiver from, a provision of this Code of Conduct by posting such information on our website, at the Internet address and location specified above.

Board Oversight of Risk Management

Our management is primarily responsible for assessing and managing risk, while our board of directors is responsible for overseeing management’s execution of its responsibilities.

Our board of directors is supported by its committees in fulfillment of this responsibility.

For example, our audit committee focuses on our overall financial risk by evaluating our internal controls and disclosure policies as well as ensuring the integrity of our financial statements and periodic reports.

The audit committee also oversees the Company’s information security and technology risks, including the Company’s information security and related risk management programs.

Our compensation committee strives to create incentives that encourage an appropriate level of risk-taking consistent with our business strategy.

Our nominating and corporate governance committee ensures that our governance policies and procedures are appropriate in light of the risks we face.

Committees of our Board of Directors

Our board of directors has three standing committees:

the audit committee, the compensation committee and the nominating and corporate governance committee.

The charters for each of these committees can be found on our website at www.barinthusbio.com, under the “Corporate Governance” subsection of the “Investors” section.

Each such committee reviews its respective charter at least annually.

Nominating and Corporate Governance

William Enright

Alex Hammacher

*denotes committee chairperson.

Audit Committee

Our audit committee is currently composed of Karen T.

Dawes, Pierre A.

Morgon and Robin Wright, and is chaired by Mr.

Our board of directors has determined that each member of the audit committee meets the independence requirements of Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the applicable Nasdaq rules.

All members of our audit committee meet the requirements for financial literacy under the applicable rules and regulations of the SEC and the Nasdaq listing rules.

Our board of directors has determined that Mr.

Wright is an “audit committee financial expert” within the meaning of SEC regulations and the applicable Nasdaq rules.

The audit committee held 5 meetings during 2025.

The audit committee's responsibilities include:

• recommending the appointment of the independent auditor to the general meeting of shareholders;

• the appointment, compensation, retention and oversight of any accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit services;

• pre-approving the audit services and non-audit services to be provided by our independent auditor before the auditor is engaged to render such services;

• evaluating the independent auditor’s qualifications, performance and independence, and presenting its conclusions to the full board of directors on at least an annual basis;

• reviewing the adequacy of our internal controls with management and any remediation plan associated with any significant control deficiencies or material weaknesses;

• reviewing and discussing with management and our independent registered public accounting firm our financial statements and our financial reporting process;

• reviewing, approving or ratifying any related party transactions;

• determining whether the Company is required to prepare a financial restatement.

Compensation Committee

Our compensation committee is currently composed of Anne M.

Phillips, Robin Wright and Joseph C.

Scheeren, and is chaired by Dr.

Our board of directors has determined that each member of the compensation committee is “independent” as defined in the applicable Nasdaq rules.

Each member of our compensation committee is a non-employee director, as defined in Rule 16b-3 promulgated under the Exchange Act.

The compensation committee held 3 meetings during 2025.

The compensation committee's responsibilities include:

• annually reviewing and approving the corporate goals and objectives relevant to the compensation of our Chief Executive Officer;

• evaluating the performance of our Chief Executive Officer in light of such corporate goals and objectives and based on such evaluation determine and approve the Chief Executive Officer’s compensation;

• reviewing and approving the compensation of our other executive officers;

• reviewing and establishing our overall management compensation, philosophy and policy;

• overseeing and administering our compensation and similar plans;

• evaluating and assessing potential and current compensation advisors in accordance with the independence standards identified in the applicable Nasdaq rules;

• reviewing and recommending to the board of directors our policies and procedures for the grant of equity-based awards;

• reviewing and recommending to the board of directors the compensation of our directors;

• preparing our compensation committee report if and when required by SEC rules;

• reviewing and discussing annually with management our “Compensation Discussion and Analysis,” if and when required, to be included in our annual proxy statement;

• reviewing and approving the retention or termination of any consulting firm or outside advisor to assist in the evaluation of compensation matters;

• adopting and administering a compensation recovery policy.

Our board of directors has delegated to the compensation committee the authority to determine the compensation for all of our executive officers.

Non-executive director compensation is recommended by our compensation committee to the board of directors for approval.

Our Chief Executive Officer may participate in general discussions with our compensation committee and board of directors about these compensation matters but he does not participate in discussions during which his individual compensation is being considered and approved.

In 2025, the compensation committee retained the services of the Rewards Solutions practice at Aon plc ("Aon”), an independent compensation consultant, to assist the compensation committee with respect to compensation actions in 2025 with the goal of ensuring that our compensation arrangements for our Chief Executive Officer, our other senior executive officers and our non-executive directors were competitive.

Aon provided data from comparable publicly traded biotechnology companies and otherwise assisted the compensation committee in its design of competitive compensation for our Chief Executive Officer, senior executives and non-executive directors.

The compensation committee expects to continue to use compensation consultants to assist the compensation committee in determining competitive levels of executive and non-executive compensation and specific design elements of our executive compensation program and non-executive directors’ compensation program.

After review and consultation with Aon, the compensation committee determined that Aon is independent and that there is no conflict of interest resulting from retaining Aon in 2025.

In reaching these conclusions, our compensation committee considered the factors set forth in the SEC rules and the applicable Nasdaq rules.

Nominating and Corporate Governance Committee

Our nominating and corporate governance committee is composed of Pierre A.

Morgon, Karen T.

Dawes and Joseph C.

Scheeren, which is chaired by Dr.

Our board of directors has determined that each member of the nominating and corporate governance committee is “independent” as defined under the applicable Nasdaq rules.

The nominating and corporate governance committee held 1 meeting during 2025.

The nominating and corporate governance committee's responsibilities include:

• determining selection criteria and appointment procedures for directors;

• recommending nominees for election to our board of directors and appointment to its committees;

• assessing the functioning of our board of directors and executive officers and reporting the results of such assessment to the board of directors;

• developing corporate governance guidelines and any other governance policies;

• reviewing and discussing with management of the Company’s key human resource management strategies and programs;

• establishing the Company’s policies and procedures regrading on succession planning and continuing education of employees.

The nominating and corporate governance committee considers candidates for board of directors membership suggested by its members and the Chief Executive Officer.

Additionally, in selecting nominees for directors, the nominating and corporate governance committee will review candidates recommended by shareholders in the same manner and using the same general criteria as candidates recruited by the committee and/or recommended by our board of directors.

Our board of directors is responsible for filling vacancies on our board of directors and for nominating candidates for election by our shareholders each year in the class of directors whose term expires at the relevant annual general meeting.

The board of directors delegates the selection and nomination process to the nominating and corporate governance committee, with the expectation that other members of the board of directors, and of management, will be requested to take part in the process as appropriate.

Board and Committee Meetings Attendance

The full board of directors met 11 times during 2025.

During 2025, each member of our board of directors attended in person or participated in 75% or more of the aggregate of (i) the total number of meetings of our board of directors (held during the period for which such person has been a director), and (ii) the total number of meetings held by all committees of the board of directors on which such person served (during the periods that such person served).

Directors are encouraged to attend the annual meeting of stockholders.

Last year, we held an annual meeting of stockholders on June 10, 2025, at which all of our directors were present.

Insider Trading Policy and Prohibition on Hedging and/or Pledging Securities

Our board of directors adopted our insider trading policy governing transactions in our securities by our executive officers, directors, employees and certain designated consultants, that the Company believes it is reasonably designed to promote compliance within insider trading laws, rules and regulations, and any listing standards applicable to the Company.

Certain transactions in our securities (such as purchases and sales of publicly traded put and call options, and short sales) create a heightened compliance risk or could create the appearance of misalignment between management and stockholders.

In addition, securities held in a margin account or pledged as collateral may be sold without consent if the owner fails to meet a margin call or defaults on the loan, thus creating the risk that a sale may occur at a time when an officer or director is aware of material, non-public information or otherwise is not permitted to trade in Company securities.

Our insider trading policy allows our directors, officers, vice-president level or above employees, and members of the finance department involved in periodic financial reporting to pledge our securities as collateral for a loan (or modify an existing pledge) only if the pledge has been approved by the audit committee.

It is the Company’s policy to comply with applicable insider trading laws, rules and regulations, and any exchange listing standards when engaging in transactions in Company securities.

Rule 10b5-1 Trading Plan Policy

We have adopted a Rule 10b5-1 trading plan policy, which permits our officers, directors, employees and certain other persons to enter into trading plans complying with Rule 10b5-1 under the Exchange Act.

Generally, under these trading plans, the individual relinquishes control over the transactions once the trading plan is put into place and can only put such plans into place while the individual is not in possession of material non-public information.

Accordingly, sales under these plans may occur at any time, including possibly before, simultaneously with, or immediately after significant events involving our company.

Compensation Recovery Policy

Our Board adopted a Compensation Recovery Policy effective as of October 2, 2023 and adopted an Amended and Restated Compensation Recovery Policy effective June 21, 2023 in compliance with the Nasdaq listing rules, which requires recovery from executive officers of incentive-based compensation that is earned, granted or vested based on the

achievement of a financial reporting measure in the event of that we are required to restate our previously issued financial statements due to our material noncompliance with any financial reporting requirement under securities laws.

The recoverable compensation includes any compensation received after the effective date of the Compensation Recovery Policy and in the three-year fiscal period preceding the date we were required to prepare the accounting restatement that is in excess of the amount that would have been earned, paid or vested had it been calculated based on the restated financial statements.

Recovery is required regardless of fault or a covered officer’s role in the financial reporting process.

Executive Compensation

The information required under this item is incorporated herein by reference and will be included in our definitive proxy statement for our 2025 Annual General Meeting to be filed with the United States Securities and Exchange Commission within 120 days of our fiscal year.

Director Compensation

The table below shows all compensation earned by or paid to our non-executive directors during 2025.

William Enright, our Chief Executive Officer, does not receive any compensation for his services as a director and, consequently, is not included in this table.

The compensation received by William Enright during 2025 is set forth in the heading "Named Executive Compensation".

Alex Hammacher (3)

$42,182 $17,295 $59,477

$61,295 $17,295 $78,590

Robin Wright (5)

$92,272 $17,295 $109,567

$55,363 $17,295 $72,658

$54,045 $17,295 $71,340

$56,022 $17,295 $73,317

(1) The amounts reported have been converted from pounds sterling to U.S.

dollars using the average exchange rate for 2025 of £0.7586 to $1.00.

(2) Amounts shown reflect the grant date fair value of stock option awards granted during 2025.

The grant date fair value was computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 718 (“ASC Topic 718”), Compensation — Stock Compensation, disregarding the effect of estimated forfeitures related to service-based vesting.

The assumptions used in calculating the grant date fair value of the shares are set forth in Note 14 of “Notes to Consolidated Financial Statements.” These amounts reflect the accounting cost for the stock options and do not correspond to the actual economic value that may be received by the director upon exercise of the stock options.

(3) As of December 31, 2025, Dr.

Hammacher held unexercised options to purchase 111,819 shares.

(4) As of December 31, 2025, Dr.

Morgon held unexercised options to purchase 132,213 shares.

(5) As of December 31, 2025, Mr.

Wright held unexercised options to purchase 132,213 shares.

(6) As of December 31, 2025, Dr.

Phillips held unexercised options to purchase 111,819 shares.

(7) As of December 31, 2025, Dr.

Scheeren held unexercised options to purchase 111,819 shares.

(8) As of December 31, 2025, Ms.

Dawes held unexercised options to purchase 111,819 shares.

Non-Executive Director Compensation Program

We compensate our non-executive directors with a cash retainers and equity awards.

The amount of each component of such director cash compensation may change from year to year and is generally established by the compensation committee in conjunction with the Board, and presented at our annual general meeting of shareholders for the period.

The annual retainers in effect for services during 2025 are as follows:

Annual Retainer for Board Membership

Annual service on the Board of Directors £ 32,000

Additional compensation for service as non-executive Chair of the Board of Directors £ 20,000

Additional Annual Retainer for Committee Membership

Annual service as Chair of the Audit Committee £ 13,000

Annual service as member of the Audit Committee (other than Chair) £ 6,500

Annual service as Chair of the Compensation Committee £ 10,000

Annual service as member of the Compensation Committee (other than Chair) £ 5,000

Annual service as Chair of the Nomination and Corporate Governance Committee £ 8,000

Annual service as member of the Nomination and Corporate Governance Committee (other than Chair) £ 4,000

Our policy provides that, upon initial election to our board of directors, each non-executive director will be granted an option to purchase a number of ordinary shares equal to 0.10% of the outstanding ordinary shares as of the date of grant (the “Initial Grant”).

Furthermore, on the date of each of our annual meeting of shareholders, each non-executive director who will continue as a non-executive director following such meeting will be granted an option to purchase a number of ordinary shares equal to 0.05% of the outstanding ordinary shares as of the date of grant (the “Annual Grant”).

The Annual Grant will vest in full on the earlier of (i) the one-year anniversary of the grant date or (ii) the next annual meeting of shareholders, subject to continued service as a director through the applicable vesting date.

The Initial Grant will vest in 36 equal monthly installments, subject to continued service as a director through the applicable vesting date.

Such awards are subject to full accelerated vesting upon the sale of the Company.

Employee directors will receive no additional compensation for their service as a director.

We will reimburse all reasonable out-of-pocket expenses incurred by directors for their attendance at meetings of our Board of Directors or any committee thereof.

Compensation Committee Interlocks and Insider Participation

Phillips, Mr.

Wright, and Dr.

Scheeren served as members of our compensation committee during the year ended December 31, 2025.

None of the members of our compensation committee is, or has been at any time, one of our officers or employees.

None of our executive officers currently serves, or has served in the past fiscal year, as a member of the board of directors or compensation committee of any entity that has one or more of its executive officers serving as a member of our board of directors or our compensation committee.

Named Executive Officer Compensation

The following table sets forth information concerning the compensation of our named executive officers for the years ended December 31, 2025 and 2024:

Name and Principal Position Year Salary ($)

Awards ($) (1)

Option Awards ($) (1)

Non-Equity Incentive Plan

Compensation ($) (2)

All Other Compensation ($) (3)

William Enright 2025

653,432 — 512,245 — 47,986 1,213,663

Chief Executive Officer 2024 634,400 — 1,376,573 304,512 47,474 2,362,959

Leon Hooftman 4

441,259 540,487 119,524 — 36,329 1,137,599

Chief Medical Officer

— — — — — — —

Geoffrey Lynn 5

301,795 — — — 268,257 570,052

Former Chief Scientific Officer

— — — — — — —

Gemma Jones 6

136,216 — — — 632,774 768,990

Former Chief Financial Officer

2024 357,875 — 605,510 120,246 23,294 1,106,925

(1) The amounts reported reflect the grant date fair value of restricted share unit awards and option awards granted in 2025 and 2024 in accordance with ASC Topic 718, disregarding the effect of estimated forfeitures related to service-vesting conditions.

The assumptions used in calculating the grant date fair value of the shares are set forth in the Note 14.

These amounts do not correspond to the actual value that may be recognized by the named executive officers upon vesting of the applicable awards.

(2) The amounts reported for 2024 represent the annual bonuses paid in February 2025 for the year ended December 31, 2024.

(3) The amounts reported for Mr.

Enright 401(k) matching contributions and health insurance coverage.

The amounts reported for Dr.

Hooftman consist of pension contributions and health insurance.

The amounts reported for Dr.

Lynn consist of 401(k) matching contributions and health insurance coverage, $146,667 in severance compensation, $11,846 of unused vacation and $69,167 of consulting fees.

The 2025 amounts reported for Mrs.

Jones consist of pension contributions, health insurance, $261,678 in severance compensation, $17,808 of unused vacation and $349,245 of consulting fees.

The 2024 amounts reported for Mrs.

Jones consist of pension contributions and healthcare.

The amounts reported for Mrs.

Jones and Dr.

Hooftman have been converted from pounds sterling to U.S.

dollars using the average exchange rate for 2024 of 0.7824 to $1.00 and 2025 of £0.7586 to $1.00.

(4) The amounts reported have been converted from pounds sterling to U.S.

dollars using the average exchange rate for 2025 of £0.7586 to $1.00.

Hooftman was not a named executive officer for 2024.

Lynn was not a named executive officer for 2024.

Lynn’s employment terminated effective as of September 5, 2025.

(6) The amounts reported have been converted from pounds sterling to U.S.

dollars using the average exchange rate for 2024 of 0.7824 to $1.00 and 2025 of £0.7586 to $1.00.

Jones' employment terminated effective as of April 30, 2025.

She transitioned to a consultant after her termination date and serves as Chief Financial Officer.

Narrative to the Summary Compensation Table

Base Salaries

For the fiscal year ending December 31, 2025, the base salaries for Mr.

Enright and Dr.

Hooftman were $653,432 and £334,750 ($441,259 using the average exchange rate for 2025 of £0.7586 to $1.00), respectively.

At the time of Dr.

Lynn's date of termination on September 5, 2025, his base salary was $440,000.

At the time of Mrs.

Jones' date of termination on April 30, 2025, her base salary was £310,000 ($408,648 using the average exchange rate for 2025 of £0.7586 to $1.00).

Annual Cash Bonuses

Subject to the attainment of certain company and individual performance goals, the Board may approve discretionary bonuses based on a percentage of the executive’s base salary.

For the fiscal year ended December 31, 2025, each named executive officer was eligible to earn an annual cash bonus calculated as a percentage of each executive’s base salary and based on the achievement of corporate performance metrics.

The corporate performance metrics were not satisfied and no annual cash bonus was awarded for the fiscal year ended December 31, 2025.

Long-Term Equity Incentives

Although we do not yet have a formal policy with respect to the grant of equity incentive awards to our executive officers, we believe that equity grants provide our executives with a strong link to our long-term performance, create an ownership culture and help to align the interests of our executives and our shareholders.

In addition, we believe that equity grants promote executive retention because they incentivize our executive officers to remain in our employment during the vesting period.

Accordingly, our board of directors periodically reviews the equity incentive compensation of our named executive officers and may grant equity incentive awards to them from time to time.

Equity awards granted during fiscal year 2025 are set forth below in the Outstanding Equity Awards at Fiscal Year-End table.

Employment Agreements with Our Named Executive Officers

William Enright .

We entered into a new employment agreement with Mr.

Enright effective upon the closing of our IPO in May 2021.

Pursuant to this employment agreement, Mr.

Enright agreed to continue to serve as our chief executive officer.

Enright shall be entitled to an annual base salary, subject to periodic increase (but not decrease), target annual bonus opportunity and employee benefits.

Enright’s new employment agreement, in the event that Mr.

Enright’s employment is terminated by us without “cause” or Mr.

Enright resigns for “good reason” (as such terms are defined in the employment agreement), subject to the execution and effectiveness of a separation agreement, including a general release of claims in our favor), he will be entitled to receive (i) an amount equal to 12 months of his base salary, payable over the 12 month period following his termination, (ii) if his termination occurs following completion of a calendar year but prior to payment of an annual bonus, payment of such annual bonus, and (iii) if Mr.

Enright is participating in our group health plans immediately prior to his termination and elects COBRA health continuation, continuation of such group health coverage at the same rate as if he were an active employee, until the earliest of (A) the 12 month anniversary of his termination;

(B) his eligibility for group medical plan benefits under any other employer’s group medical plan;

or (C) the cessation of his continuation rights under COBRA.

The employment agreement also provides that, in lieu of the payments and benefits described above, in the event that Mr.

Enright’s employment is terminated by us without cause or Mr.

Enright resigns for good reason, in either case within 12 months following a “change in control” (as defined in the employment agreement), subject to the execution and effectiveness of a general release of claims in our favor, he will be entitled to receive (i) a lump sum cash payment equal to 1.5 times the sum of his then-current base salary (or his base salary in effect immediately prior to the change in control, if higher) plus his annual target bonus for the then-current year (or the annual target bonus in effect immediately prior to the change in control, if higher), and (ii) if Mr.

(B) his eligibility for group medical plan benefits under any other employer’s group medical plan;

or (C) the cessation of his continuation rights under COBRA.

Enright’s new employment agreement further provides that in the event Mr.

Enright’s employment is terminated by us without cause or Mr.

Enright resigns for good reason, in either case within 12 months following a change in control, then any outstanding time-based equity awards shall immediately accelerate and become fully vested and exercisable or nonforfeitable on the date of termination.

Enright is also subject to an agreement relating to confidentiality, assignment of inventions, and a twelve-month nonsolicitation and noncompetition covenant.

Leon Hooftman .

We entered into an employment agreement with Dr.

Hooftman on February 21, 2024.

Pursuant to this employment agreement, Dr.

Hooftman agreed to serve as our chief medical officer.

Hooftman is entitled to an annual base salary, subject to periodic review, target annual bonus opportunity and employee benefits.

Hooftman’s employment agreement contains standard confidentiality provisions which survive termination and also twelve-month non-competition and non-solicitation restrictive covenants.

Geoffrey Lynn.

We entered into an employment agreement with Dr.

Lynn effective as of December 1, 2024.

Pursuant to this employment agreement, Dr.

Lynn agreed to serve as our chief scientific officer.

Lynn was entitled to an annual base salary, subject to periodic review, target annual bonus opportunity and employee benefits.

Lynn’s employment had no specified term but could be terminated at will by either party.

Lynn’s employment agreement, in the event that Dr.

Lynn’s employment was terminated by us without “cause” or Dr.

Lynn resigned for “good reason” (as such terms are defined in the employment agreement), subject to the execution and effectiveness of a separation agreement, including a general release of claims in our favor), he would have been entitled to receive (i) an amount equal to 6 months of his base salary, payable over 9 months commencing within 60 days after his date of termination and (ii) subject to Dr.

Lynn’s copayment of premium amounts at the applicable active employees’ rate and proper election to receive COBRA health continuation, continuation of such group health coverage at the same rate as if he were an active employee, until the earliest of (A) the 6 month anniversary of his termination;

(B) his eligibility for group medical plan benefits under any other employer’s group medical plan;

or (C) the cessation of his continuation rights under COBRA;

provided, however, that if we determined that we

cannot pay such amounts to the group health plan provider or the COBRA provider without potentially violating applicable law, then we would convert such payments to payroll payments directly to Dr.

Lynn for the time period specified above.

The employment agreement also provided that, in lieu of the payments and benefits described above, in the event that Dr.

Lynn’s employment was terminated by us without cause or Dr.

Lynn resigned for good reason, in either case within 12 months following a “change in control” (as defined in the employment agreement), subject to the execution and effectiveness of a general release of claims in our favor, he would have been entitled to receive (i) a lump sum cash payment equal to one times the sum of his then-current base salary (or his base salary in effect immediately prior to the change in control, if higher) plus his annual target bonus for the then-current year (or the annual target bonus in effect immediately prior to the change in control, if higher), and (ii) subject to Dr.

(B) his eligibility for group medical plan benefits under any other employer’s group medical plan;

or (C) the cessation of his continuation rights under COBRA;

provided, however, that if we determined that we could not pay such amounts to the group health plan provider or the COBRA provider without potentially violating applicable law, then we would convert such payments to payroll payments directly to Dr.

Lynn for the time period specified above.

On September 5, 2025, Dr.

Lynn entered into a separation agreement and consulting agreement.

Pursuant to Dr.

Lynn’s separation agreement, his employment terminated effective as of September 5, 2025.

Lynn was provided severance benefits equal to 6 months base salary and COBRA continuation and, subject to the closing of the Combination or another meaningful M&A transaction, a $200,000 transaction bonus.

Simultaneously, Dr.

Lynn entered into a consulting agreement with us whereby he would provide advisory and transaction services to us until December 31, 2025.

Lynn’s compensation for such services equaled $18,333.33 per month.

Lynn provides services after December 31, 2025, he is to be paid $213 per hour for such services.

We entered into an employment agreement with Mrs.

Jones on September 15, 2022.

Pursuant to this employment agreement, Mrs.

Jones agreed to serve as our chief financial officer.

Jones was entitled to an annual base salary, subject to periodic review, target annual bonus opportunity and employee benefits.

On February 7, 2025, Mrs.

Jones entered into a separation agreement.

Pursuant to this settlement agreement, her employment terminated on April 30, 2025, and Mrs.

Jones received payment equal to £30,000 as settlement payment, £155,000 as notice payment and £13,509 accrued holiday payment (a total of $261,678 using the average exchange rate for 2025 of £0.7586 to $1.00).

Subsequently, we entered into an agreement with CFGI (UK) Limited for CFO services pursuant to which Mrs.

Jones will serve as our Chief Financial Officer.

Additional Narrative Disclosure

We maintain a tax-qualified retirement plan that provides eligible U.S.

employees, including our named executive officers, with an opportunity to save for retirement on a tax-advantaged basis.

All participants’ interests in their contributions are 100% vested when contributed.

Contributions are allocated to each participant’s individual account and are then invested in selected investment alternatives according to the participants’ directions.

The retirement plan is intended to qualify under Section 401(a) of the Code.

We match 100 percent of employee contributions, up to 6 percent of each employee’s compensation (as defined in the plan).

Health and Welfare Benefits.

All of our full-time employees, including our executive officers are eligible to participate in certain medical, disability and life insurance benefit programs offered by us.

Outstanding Equity Awards at Fiscal Year-End — 2025

The following table summarizes, for each of our named executive officers, the number of ordinary shares underlying outstanding share options and share awards held as of December 31, 2025.

Option Awards (1)

Name Vesting Commencement Date

Number of Securities Underlying Unexercised Options (#) Exercisable

Number of Securities Underlying Unexercised Options (#) Unexercisable

Equity Incentive Plan Awards:

Number of Securities Underlying Unexercised Unearned Options (#)

Option Exercise Price ($) Option Expiration Date

Equity Incentive Plan Awards:

Number of Unearned Shares, Units or Other Rights that have not Vested (#)

Equity Incentive Plan Awards:

Market or Payout Value of Shares, Units or Other Rights that have not Vested ($)

William Enright April 29, 2021 176,130 — —

17.00 May 1, 2031 —

January 3, 2022 359,605 — —

11.12 March 14, 2032 —

January 3, 2023 293,333 146,667 —

2.40 January 3, 2033 —

January 2, 2024 147,993 295,988 —

January 2, 2034 —

February 3, 2025 — 600,000 —

February 3, 2035 —

Leon Hooftman

June 3, 2024 65,055 130,111 —

June 3, 2034 —

February 3, 2025 —

February 3, 2034

October 1, 2025 —

361,530 540,487

Geoffrey Lynn

January 3, 2022 174,500 —

September 5, 2026 —

January 3, 2023 15,590 —

September 5, 2026 —

January 2, 2024 8,069 —

September 5, 2026 —

September 6, 2021 30,900 —

14.96 April 30, 2026 —

January 3, 2022 7,499 —

11.12 April 30, 2026 —

September 15, 2022 222,666 —

3.07 April 30, 2026 —

January 3, 2023 22,066 —

2.40 April 30, 2026 —

January 2, 2024 64,333 —

April 30, 2026 —

(1) Unless otherwise specified, each option vests in three equal annual installments, with the first such annual installment vesting upon the first anniversary of the vesting commencement date, subject to such named executive officer’s continued employment as of each such date.

Policy Regarding Timing of Awards of Options and Other Like Instruments

It is the policy of our board of directors and our compensation committee to not take material non-public information into account when determining the timing of equity awards in order to take advantage of a depressed stock price or an anticipated increase in stock price.

Similarly, it is our practice not to time the release of material nonpublic information based on equity award grant dates or for the purpose of affecting the value of executive compensation.

Our compensation committee generally grants annual equity awards, including stock option grants to our named executive officers, in the first quarter of each fiscal year .

In addition, new hires receive stock option grants at the time of their hiring.

Equity Compensation Plan Information

The following table provides information as of December 31, 2025 with respect to our ordinary shares that may be issued under our existing equity compensation plans.

Equity Compensation Plan Information

Plan Category Number of

securities to be

issued upon exercise

of outstanding

options, warrants

and rights Weighted average

exercise price of

outstanding options,

warrants and rights Number of securities

remaining available for

future issuance under equity compensation

plans (excluding securities in first column)

Equity compensation plans approved by security holders (1)(2)

5,976,157 $ 6.28 3,248,605

Equity compensation plans not approved by security holders —

Total 5,976,157 $ 6.28 3,248,605

(1) Includes the following plans:

our Share Award Plan 2021 (the “2021 Plan”) and the Enterprise Management Incentive Share Option Scheme (the “EMI Plan”).

(2) As of December 31, 2025, a total of 9,224,762 ordinary shares of our common stock have been reserved for issuance pursuant to the 2021 Plan.

The 2021 Plan provides that the number of shares reserved and available for issuance under the plan will automatically increase each January 1, beginning on January 1, 2025, by 4% of the outstanding number of ordinary shares on the immediately preceding December 31 or such lesser number of shares as determined by the compensation committee.

This number will be subject to adjustment in the event of a share split, share dividend or other change in our capitalization.

The Company no longer makes grants under the EMI Plan.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table and related footnotes set forth information with respect to the beneficial ownership of our ordinary shares, as of March 6, 2026, by:

• each beneficial owner of 5% or more of our outstanding ordinary shares;

• each of our named executive officers and directors;

• all of our executive officers and directors as a group.

Beneficial ownership is determined in accordance with the rules and regulations of the SEC.

Under these rules, beneficial ownership includes any shares as to which a person has sole or shared voting power or investment power.

In computing the number of ordinary shares beneficially owned by a person and the percentage ownership of that person, ordinary shares subject to options, or other rights held by such person that are currently exercisable or will become exercisable within 60 days of March 6, 2026 are considered outstanding.

These ordinary shares, however, are not included in the computation of the percentage ownership of any other person.

Applicable percentage ownership is based on 40,848,893 ordinary shares outstanding as of March 6, 2026.

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

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

Except as otherwise indicated in the table below, addresses of the directors, executive officers and named beneficial owners are in care of Barinthus Biotherapeutics plc, 20400 Century Boulevard, Suite 210, Germantown, MD 20874.

Ordinary Shares

Beneficially Owned

Name of Beneficial Owner Number Percent

5% or Greater Shareholders:

Oxford Science Enterprises plc (1)

8,797,770 21.5 %

M&G Investment Management Limited (2)

5,197,349 12.7 %

Frank Cawood (3)

3,384,513 8.3 %

Named Executive Officers and Directors:

William Enright (4)

2,715,100 6.3 %

Leon Hooftman (5)

Geoffrey Lynn (6)

838,798 2.0 %

Gemma Jones (7)

Robin Wright (8)

Alex Hammacher (9)

Scheeren (13)

All Executive Officers and Directors as a Group (8 persons) 14

3,506,941 8.2 %

* Represents beneficial ownership of less than one percent.

(1) Based solely on a Schedule 13G filed with the SEC on February 11, 2022 by Oxford Science Enterprises plc.

The business address for Oxford Science Enterprises plc is 46 Woodstock Road, Oxford, OX2 6HT, United Kingdom.

(2) Based solely on a Schedule 13G filed with the SEC on September 30, 2024 by M&G Investment Management Limited (“MAGIM”).

The ordinary shares in the forms of ADSs are legally owned by Luxembourg Specialist Investment Fund FCP-RAIF.

Luxembourg Specialist Investment Fund FCP- RAIF is advised by MAGIM.

The business address for MAGIM is 10 Fenchurch Avenue, London, EC3M 5AG, UK.

(3) Based solely on a Schedule 13G filed with the SEC on February 11, 2025 by Frank W.

The business address for Frank W.

Cawood is 600 Edgewater Drive, Unit 402, Dunedin, FL 34698.

(4) Consists of (a) 728,454 ordinary shares held by William J Enright TR UA Dated 03/04/2021 Enright Family 2021 Irrevocable Trust, (b) 514,923 ordinary shares held by William Enright Revocable Trust, and (c) 1,471,723 ordinary shares underlying options exercisable within 60 days of March 6, 2026.

Enright is the trustee of the above referenced trusts and may be deemed to beneficially own these securities.

(5) Consists of 111,721 ordinary shares underlying options exercisable within 60 days of March 6, 2026.

(6) Consists of (a) 638,442 ordinary shares held by Dr.

Lynn, (b) 2,197 ordinary shares held in an account owned by Dr.

Lynn's spouse, and (c) 198,159 ordinary shares underlying options exercisable within 60 days of March 6, 2026.

(7) Consists of 347,464 ordinary shares underlying options exercisable within 60 days of March 6, 2026.

(8) Consists of (a) 48,256 ordinary shares held by Mr.

Wright and (b) 112,039 ordinary shares underlying options exercisable within 60 days of March 6, 2026.

(9) Consists of (a) 3,000 ordinary shares held by Dr.

Hammacher and (b) 91,645 ordinary shares underlying options exercisable within 60 days March 6, 2026.

(10) Consists of (a) 10,506 ordinary shares held by Dr.

Morgon and (b) 112,039 ordinary shares underlying options exercisable within 60 days of March 6, 2026.

(11) Consists of (a) 3,000 ordinary shares held Dr.

Philips and (b) 91,645 ordinary shares underlying options exercisable within 60 days of March 6, 2026.

(12) Consists of (a) 1,700 ordinary shares held by Ms.

Dawes and (b) 91,645 ordinary shares underlying options exercisable within 60 days of March 6, 2026.

(13) Consists of (a) 23,000 ordinary shares held by Dr.

Scheeren and (b) 91,645 ordinary shares underlying options exercisable within 60 days of March 6, 2026.

(14) Consists of (a) 1,332,839 ordinary shares and (b) 2,174,102 ordinary shares underlying options exercisable within 60 days of March 6, 2026.

Certain Relationships and Related Transactions, and Director Independence

Other than compensation arrangements which are described under the section titled “Executive Compensation” and the transactions described below, since January 1, 2024, there was not, and there is not currently proposed, any transaction or series of similar transactions to which we have been or are to be a party in which the amount involved exceeded, or exceeds, $120,000 and in which any director, executive officer, holder of five percent or more of any class of our capital stock, or any member of their immediate family had, or will have, a direct or indirect material interest.

License Revenue

In April 2020, we entered into the OUI License Agreement Amendment with OUI, in respect of our rights to the ChAdOx1 technology in COVID-19 vaccines to facilitate the license of those rights by OUI to AstraZeneca.

Under this agreement, we are entitled to receive from OUI a share of payments, including royalties and milestones, received by OUI from AstraZeneca in respect of sales of Vaxzevria.

We recognized $15.0 million and nil in revenue for the years ended December 31, 2024 and 2025, respectively, and were owed nil from OUI as of December 31, 2024 and 2025.

In December 2025, we delivered written notice to OUI to terminate the OUI License Agreement, as amended.

The agreement remained in effect during the three-month notice period and terminated in February 2026 in accordance with its terms.

Agreements with our Executive Officers

We have entered into employment agreements with certain of our executive officers.

These agreements contain customary provisions and representations, including confidentiality, non-competition, non-solicitation and inventions assignment undertakings by the executive officers and non-executive directors.

The enforceability of the non-competition provisions may be limited under applicable law.

Indemnification Agreements

We have entered into a deed of indemnity with each of our directors and executive officers.

These agreements and our Articles of Association require us to indemnify our directors and executive officers to the fullest extent permitted by law.

Related Party Transactions Policy

We have adopted a written related party transactions policy that provides that such transactions must be approved by our audit committee.

Pursuant to this policy, the audit committee has the primary responsibility for reviewing and approving or disapproving “related party transactions,” which are transactions between us and related persons in which the aggregate amount involved exceeds or may be expected to exceed $120,000 and in which a related person has or will have a direct or indirect material interest.

For purposes of this policy, a related person is defined as a director, executive officer, nominee for director, or greater than 5% beneficial owner of our common shares, in each case since the beginning of the most recently completed year, and their immediate family members.

Principal Accounting Fees and Services

The table below sets forth a summary of the fees billed to us by PricewaterhouseCoopers LLP, our independent registered public accounting firm, for professional services rendered during the fiscal years ended December 31, 2025 and December 31, 2024.

All such services and fees were pre-approved by the audit committee, which concluded that the provision of such services was compatible with the maintenance of each firm’s independence in the conduct of its auditing functions.

The amounts reported have been converted from pounds sterling to U.S.

dollars using the average exchange rate for 2025 of 0.7586 to $1.00, and 2024 of £0.7826 to $1.00, respectively.

December 31, 2025 December 31, 2024

Fees ($000) ($000)

Audit fees (1)

Audit-related fees (2)

All other fees (4)

Total 1,217 1,121

(1) “Audit fees” consist of fees billed for the audit of our annual consolidated financial statements, statutory audits, review of interim condensed consolidated financial statements included in quarterly reports, assistance with review of documents filed with the SEC paid to PricewaterhouseCoopers LLP in connection with statutory and regulatory filings or engagements, attest services.

(2) “Audit-related fees” consist of fees paid to PricewaterhouseCoopers LLP in connection with registration statements filed with the SEC.

(3) “Tax fees” consist of fees paid to PricewaterhouseCoopers LLP in connection with tax compliance, tax advice and tax planning.

We did not pay any “tax fees” to PricewaterhouseCoopers LLP in 2025 or 2024.

(4) “All other fees” consist of non-audit fees paid to PricewaterhouseCoopers LLP for access to its financial statement disclosure checklist.

Audit Committee Pre-Approval Policy and Procedures

The audit committee has adopted a policy (the “Pre-Approval Policy”) that sets forth the procedures and conditions pursuant to which audit and non-audit services proposed to be performed by the independent auditor may be pre-approved.

The Pre-Approval Policy generally provides that we will not engage PricewaterhouseCoopers LLP to render any audit, audit-related, tax or permissible non-audit service unless the service is either (i) explicitly approved by the audit committee (“specific pre-approval”) or (ii) entered into pursuant to the pre-approval policies and procedures described in the Pre-Approval Policy (“general pre-approval”).

Unless a type of service to be provided by PricewaterhouseCoopers LLP has received general pre-approval under the Pre-Approval Policy, it requires specific pre-approval by the audit committee.

Any proposed services exceeding pre-approved cost levels or budgeted amounts will also require specific pre-approval.

For both types of pre-approval, the audit committee will consider whether such services are consistent with the SEC’s rules on auditor independence.

On an annual basis, the audit committee reviews and generally pre-approves the services (and related fee levels or budgeted amounts) that may be provided by PricewaterhouseCoopers LLP without first obtaining specific pre-approval from the audit committee.

The audit committee may revise the list of general pre-approved services from time to time, based on subsequent determinations.

Exhibits, Financial Statement Schedules

7 unchanged sentences

Exhibits number Description of exhibit

2.1† Agreement and Plan of Merger and Reorganization, dated December 9, 2021, by and among Barinthus Biotherapeutics plc, VA Merger Sub 1 Inc., VA Merger Sub 2 Inc., Avidea Technologies Inc., and Benjamin Eisler, as the Securityholder Agent (Incorporated by reference to Exhibit 2.1 to our Periodic Report on Form 8-K (File No.

001-40367) filed on December 14, 2021).

3 unchanged sentences

2.3 Amendment No.

2 to Agreement and Plan of Merger and Reorganization, dated May 9, 2022, by and between Barinthus Biotherapeutics plc and Benjamin Eisler, as the Securityholder Agent (Incorporated herein by reference to Exhibit 2.1 to the Registrant’s Quarterly Report on Form 10-Q (File No.

001-40367), filed with the Securities and Exchange Commission on August 9, 2022).

001-40367), filed on August 9, 2022).

Merger Agreement, dated as of September 29, 2025, by and among the Registrant, Topco Merger Sub, and Clywedog (Incorporated herein by reference to Exhibit 2.1 to our Current Report on Form 8-K (File No.

001-40367) filed on September 30, 2025).

2.5 Merger Agreement Amendment, dated as February 22, 2026, by and among the Registrant, Topco, Merger Sub and Clywedog, (Incorporated by reference to Exhibit 2.1 to our Current Report on Form 8-K (File No.

001-40367) filed on February 23, 2026).

3.1 Articles of Association of the Registrant (Incorporated by reference to Exhibit 3.1 to our Form 8-K (File No.

11 unchanged sentences

333-255158) filed on April 27, 2021).

10.4† License of Technology by and between the Registrant and Oxford University Innovation Limited, dated as of March 4, 2016, as amended on January 14, 2019 and as further amended April 29, 2020 (Incorporated by reference to Exhibit 10.3 to our Registration Statement on Form S-1/A (File No.

333-255158) filed on April 27, 2021).

License Agreement by and between the Registrant and Oxford University Innovation Limited, dated as of September 8, 2017 (Incorporated by reference to Exhibit 10.4 to our Registration Statement on Form S-1/A (File No.

333-255158) filed on April 27, 2021).

Clinical Trial and Option Agreement by and among Vaccitech Oncology Limited, Cancer Research Technology Limited, and Cancer Research UK, dated as of December 16, 2019 (Incorporated by reference to Exhibit 10.8 to our Registration Statement on Form S-1/A (File No.

333-255158) filed on April 27, 2021).

Form of Deed of Indemnity between the Registrant and each of its directors and officers (Incorporated by reference to Exhibit 10.9 to our Registration Statement on Form S-1/A (File No.

2 unchanged sentences

333-255158) filed on April 27, 2021).

Form of Employment Agreement between the Registrant and Graham Griffiths (Incorporated by reference to Exhibit 10.11 to our Registration Statement on Form S-1/A (File No.

333-255158) filed on April 27, 2021).

10.7 Registration Rights Agreement, dated March 28, 2022, by and among the Registrant and Benjamin Eisler, as the Securityholder Agent (Incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q (File No.

001-40367) filed on May 11, 2022).

Service Agreement with Gemma Brown, effective September 15, 2022 (Incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q (File No.

001-40367) filed on November 10, 2022).

Employment Agreement by and between Vaccitech Switzerland GmbH and Nadège Pelletier, effective February 1, 2023 (Incorporated by reference to Exhibit 10.1 to our Quarterly Report on From 10-Q (File No.

001-40367) filed on May 12, 2023).

10.8 Form of Indemnification Agreement between the Registrant and each of its directors and officers (Incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q (File No.

001-40367) filed on November 10, 2022).

10.14 Lease Agreement dated September 3, 2021 by and among The Harwell Science and Innovation Campus General Partner Limited, The Harwell Science and Innovation Campus Nominee Limited, The Harwell Science and Innovation Campus Limited Partnership and Barinthus Biotherapeutics (UK) Limited (Incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q (File No.

001-40367) filed on November 12, 2021).

Funding Agreement by and between the Registrant, Coalition for Epidemic Preparedness Innovations and the University of Oxford , dated as of December 20, 2023 .

S ervice Agreement with Leon Hooftman, effective February 21 , 2024 (Incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q (File No.

Lease Agreement by and between Barinthus Biotherapeutics North America , Inc.

and ARE-Maryland No.

52, LLC , dated as of June 14 , 2022 .

Service Agreement with Leon Hooftman, effective February 21, 2024 (Incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q (File No.

001-40367) filed on November 6, 2024) .

S ervice Agreement with Geoffr ey Lynn, effective December 1, 2024 .

Termination Agreement with Nadege Pelletier, effective January 27, 2025.

Amended and Restated Insider Trading Policy, effective June 21, 2023.

Service Agreement with Geoffrey Lynn, effective December 1, 2024 (Incorporated by reference to Exhibit 10.17 to our Annual Report on Form 10-K (File No.

001-40367) filed on March 20 2025).

Termination Agreement with Nadege Pelletier, effective January 27, 2025 (Incorporated by reference to Exhibit 10.18 to our Annual Report on Form 10-K (File No.

001-40367) filed on March 20, 2025).

19.1 Amended and Restated Insider Trading Policy, effective June 21, 2023 (Incorporated by reference to Exhibit 19.1 to our Annual Report on Form 10-K (File No.

001-40367) filed on March 30, 2025).

21.1* Subsidiaries of the Registrant.

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Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Amended and Restated Compensation Recovery Policy.

97.1 Amended and Restated Compensation Recovery Policy (Incorporated by reference to Exhibit 97.1 to our Annual Report on Form 10-K (File No.

001-40367) filed on March 30, 2025).

101.INS* XBRL Instance Document

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# Indicates a management contract or any compensatory plan, contract or arrangement.

** Certain exhibits and schedules to these agreements have been omitted pursuant to Item 601(b)(2) of Regulation S-K.

** Certain exhibits and schedules to these agreements have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

The Registrant will furnish copies of any of the exhibits and schedules to the Securities and Exchange Commission upon request.

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POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints William Enright and Gemma Brown, and each of them, 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 any and all amendments to this Annual Report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitutes, may lawfully do or cause to be done by virtue thereof.

Each person whose signature appears below constitutes and appoints William Enright 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 any and all amendments to this Annual Report, 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 and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitutes, may lawfully do or cause to be done by virtue thereof.

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

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Chief Executive Officer and Director March 13, 2026

William Enright (Principal Executive Officer)

/s/ Gemma Brown

William Enright (Principal Executive Officer and Principal Financial Officer)

/s/ Gemma Jones

Chief Financial Officer March 13, 2026

Gemma Brown (Principal Financial and Accounting Officer)

(Principal Accounting Officer)

/s/ Robin Wright

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Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of Barinthus Biotherapeutics plc

To the Board of Directors and Stockholders of Barinthus Biotherapeutics plc

Opinion on the Financial Statements

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Total current assets 77,790 125,742

Goodwill — 12,209

Property and equipment, net 3,523 7,373

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License revenue 1

$ 14,969 $ 802

Total revenue — 14,969

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General and administrative 40,830 29,670

Impairment of intangible assets 4,667 —

Goodwill impairment — 12,209

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Net loss $ ( 66,458 ) $ ( 61,183 )

Other comprehensive (loss)/gain – foreign currency translation adjustments ( 2,549 ) 10,151

Other comprehensive gain/(loss) – foreign currency translation adjustments 10,145 ( 2,549 )

Comprehensive loss ( 56,313 ) ( 63,732 )

Comprehensive loss attributable to noncontrolling interest 105 94

Comprehensive loss/(gain) attributable to noncontrolling interest 22 105

Comprehensive loss attributable to Barinthus Biotherapeutics plc shareholders $ ( 56,291 ) $ ( 63,627 )

___________________________

1 All license revenue is from related parties and is generated in the United Kingdom for the years ended December 31, 2024 and 2023.

1 All license revenue is from related parties and is generated in the U.K.

for the year ended December 31, 2024.

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

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Year ended December 31, 2024

Ordinary Shares Deferred A Shares Deferred B Shares Deferred C Shares

Shares Amount Shares Amount Shares Amount Shares Amount Additional Paid-in-Capital Accumulated Deficit Accumulated Other Comprehensive Loss Total stockholders’ equity attributable to Barinthus Biotherapeutics plc stockholders Noncontrolling Interest Total Stockholders' Equity

Ordinary Shares Deferred A Shares

Shares Amount Shares Amount Additional Paid-in-Capital Accumulated Deficit Accumulated Other Comprehensive Loss Total stockholders’ equity attributable to Barinthus Biotherapeutics plc stockholders Noncontrolling Interest Total Stockholders' Equity

Balance, January 1, 2024 38,643,540 $ 1 63,443 $ 86 $ 386,602 $ ( 176,590 ) $ ( 23,315 ) $ 186,784 $ 211 $ 186,995

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Foreign currency translation adjustments — — — — — — ( 2,553 ) ( 2,553 ) 4 ( 2,549 )

Cancellation of deferred shares — — — — ( 570,987 ) ( 8 ) ( 27,828,231 ) ( 0 ) 1 8 — — — — —

Net loss — — — — — ( 61,074 ) — ( 61,074 ) ( 109 ) ( 61,183 )

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Net loss $ ( 66,458 ) $ ( 61,183 )

Adjustments to reconcile net (loss)/income to net cash used in operating activities:

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

Share based compensation 468 4,709

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Non-cash lease expenses 3,332 1,443

Unrealized foreign exchange (gain)/loss ( 649 ) 7,531

Unrealized foreign exchange loss 3,742 ( 649 )

Change in contingent consideration 26 866

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Deferred tax benefit ( 175 ) ( 44 )

Profit on sale of property and equipment ( 245 ) —

Changes in operating assets and liabilities:

Accounts receivable (including related parties) — 5,800

Prepaid expenses and other current assets 1,704 3,643

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Operating lease liabilities ( 1,979 ) ( 1,789 )

Other assets — 128

Net cash used in operating activities $ ( 47,979 ) $ ( 28,940 )

CASH FLOWS FROM INVESTING ACTIVITIES:

Proceeds from sale of property and equipment 453 —

Purchases of property and equipment ( 37 ) ( 892 )

Net cash used in investing activities $ ( 892 ) $ ( 5,413 )

Net cash provided by/(used) in investing activities $ 416 $ ( 892 )

CASH FLOWS FROM FINANCING ACTIVITIES:

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Proceeds from issue of ordinary shares, net of issuance costs — 2,163

Payment of contingent consideration — ( 163 )

Net cash provided by financing activities $ 2 $ 2,163

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Cash, cash equivalents and restricted cash, end of the period $ 71,852 $ 112,400

Supplemental cash flow disclosures:

Non-cash investing and financing activities:

Purchases of property and equipment included in accounts payable and accrued liabilities $ — $ 87

Asset retirement obligation $ — $ 287

Changes to right-of-use asset resulting from lease reassessment event $ — $ 88

___________________________

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Barinthus Biotherapeutics plc is a public limited company incorporated pursuant to the laws of England and Wales in March 2021.

Barinthus Biotherapeutics plc and its direct and indirect subsidiaries, Barinthus Biotherapeutics (U.K.) Limited, Barinthus Biotherapeutics Pty Limited, Vaccitech Oncology Limited (“VOLT”), Barinthus Biotherapeutics North America, Inc., Barinthus Biotherapeutics Switzerland GmbH and Barinthus Biotherapeutics S.R.L.

(Barinthus Biotherapeutics S.R.L.

was liquidated as at January 16, 2025) are collectively referred to as the “Company” or “Barinthus Bio”.

The Company is a clinical-stage biopharmaceutical company focused on developing novel immunotherapeutic drug candidates for treating auto-immune and inflammatory diseases within the immunology and inflammation ("I&I") space.

The Company is also evaluating two product candidates to treat infectious diseases and cancer that harness our proprietary viral vector platform technologies, consisting of ChAdOx and MVA, which are designed to increase disease-specific CD8+ T cells.

The Company is headquartered in Harwell, Oxfordshire, United Kingdom.

Barinthus Biotherapeutics plc and its direct and indirect subsidiaries, Barinthus Biotherapeutics (UK) Limited, Barinthus Biotherapeutics North America, Vaccitech Oncology Limited (“VOLT”), Barinthus Biotherapeutics Pty Limited, Barinthus Biotherapeutics Switzerland GmbH are collectively referred to as the “Company” or “Barinthus Bio”.

During the quarterly period ended September 30 2025, the Company incorporated two new subsidiaries, Beacon Topco, Inc.

(“Topco”) and Cdog Merger Sub, Inc.

(“Merger Sub”), for the purpose of the transactions contemplated by the recently announced merger agreement with Clywedog Therapeutics, Inc.

("Clywedog").

These entities are not material to the Company's consolidated financial position or results of operations.

The Company is a clinical-stage biopharmaceutical company focused on developing novel immunotherapeutic drug candidates for treating autoimmune and inflammatory diseases within the immunology and inflammation ("I&I") space enabled by the proprietary and highly differentiated platform for promoting immune tolerance, referred to as SNAP-TI.

The Company's lead candidate, VTP-1000, is designed to restore immune non-responsiveness to gluten in patients with celiac disease, and is currently being assessed in a Phase 1 clinical trial.

The Company occupies laboratory and office space in Germantown, Maryland, United States.

The Company operates in an environment of rapid technological change and substantial competition from pharmaceutical and biotechnology companies.

The Company is subject to risks common to companies in the biopharmaceutical industry in a similar stage of its life cycle including, but not limited to, the need to obtain adequate additional funding, possible failure of preclinical testing or clinical trials, the need to obtain marketing approval for its product candidates, competitors developing new technological innovations, the need to successfully commercialize and gain market acceptance of any of its products that are approved, and protection of proprietary technology.

The Company is subject to risks common to companies in the biopharmaceutical industry that are also in a similar stage of its life cycle including, but not limited to, the need to obtain adequate additional funding, possible failure of preclinical testing or clinical trials, the need to obtain marketing approval for its product candidates, competitors developing new technological innovations, the need to successfully commercialize and gain market acceptance of any of its products that are approved, and protection of proprietary technology.

There can be no assurance that the Company’s research and development will be successfully completed, that adequate protection for the Company’s intellectual property will be obtained, that any products developed will obtain required regulatory approval or that any approved products will be commercially viable.

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If the Company does not successfully commercialize any of its products or mitigate any of these other risks, it will be unable to generate revenue or achieve profitability.

Merger Agreement with Clywedog

On September 29, 2025, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, Topco, Merger Sub and Clywedog.

The Merger Agreement provides that, among other things, upon the terms and subject to the conditions set forth therein:

(i) Topco will acquire the entire issued and to be issued share capital of the Company pursuant to a scheme of arrangement (subject to any modification, addition or condition which (a) the Company, Topco and Clywedog mutually agree and which (if required) is approved by the High Court of Justice of England and Wales (the “Court”) or (b) is otherwise imposed by the Court and mutually acceptable to the Company, Topco and Clywedog, each acting reasonably and in good faith, in each case in accordance with the Part 26 of the United Kingdom Companies Act 2006 and the Merger Agreement (the “Scheme of Arrangement” and such transaction, the “Scheme Transaction”)), resulting in the Company becoming a direct wholly owned subsidiary of Topco, and (ii) Merger Sub will merge with and into Clywedog, with Clywedog continuing as the surviving corporation and a direct wholly owned subsidiary of Topco in accordance with the Delaware General Corporations Law (the “Merger” and, together with the Scheme Transaction, the “Combinations”, and, together with such other transactions contemplated by the Merger Agreement, the “Contemplated Transactions”).

The Scheme Transaction will be consummated prior to the Merger.

At the effective time of the Scheme Transaction (the “Scheme Effective Time”), upon the terms and subject to the conditions set forth in the Merger Agreement, Topco will acquire each outstanding ordinary share of the Company, with a par value £ 0.000025 per ordinary share (each such acquired ordinary share, a “Scheme Share”), which, for the avoidance of doubt, will include ordinary shares held by The Bank of New York Mellon (the “Depositary”) (or to the extent that the Depositary is not itself the registered holder of such shares that underly the Company’s American Depositary Shares (the “ADSs”), each representing one ( 1 ) ordinary share, whichever nominee, custodian or other entity is the registered holder under the terms of the Deposit Agreement, dated as of April 29, 2021, among the Company, the Depositary, and all holders from time to time of the ADSs, as may be amended from time to time), from the holders of Scheme Shares whose names appear in the register of members of the Company at the Scheme Effective Time) in accordance with the provisions of the

BARINTHUS BIOTHERAPEUTICS PLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Scheme of Arrangement, and each Scheme Share will be converted into the right to receive (i) one ( 1 ) share of common stock, 0.0001 par value per share, of Topco (the “Topco Common Stock”) subject to and strictly in accordance with the terms of the Scheme of Arrangement plus (ii) cash in lieu of any fractional shares, rounded down to the nearest whole share.

Following the Scheme Effective Time, Topco may in its discretion elect to commence a self-tender offer (“Self-Tender Offer”) to purchase up to $ 27.0 million in shares of Topco Common Stock then issued and outstanding, which Self-Tender Offer, if elected, will be consummated prior to the Merger.

At the effective time of the Merger (the “Merger Effective Time”), subject to adjustment in accordance with the terms of the Merger Agreement, each share of common stock, $ 0.0001 par value per share, of Clywedog (the “Clywedog Common Stock”) and each share of Series Seed Preferred Stock, $ 0.0001 par value per share, of Clywedog (the “Clywedog Preferred Stock”, and together with the Clywedog Common Stock, the “Clywedog Capital Stock”), other than Clywedog Capital Stock held as treasury stock or owned by Topco or Merger Sub immediately prior to the Merger Effective Time, will be converted solely into the right to receive (i) 4.358932 of shares of Topco Common Stock rounded down to the nearest whole share plus (ii) cash in lieu of any fractional shares.

The closing of the Contemplated Transactions is subject to the satisfaction or waiver of certain customary conditions, including, among other things:

(i) the effectiveness of a registration statement (the “Registration Statement”) to register the shares of Topco Common Stock to be issued in connection with the Combinations;

(ii) approvals by the Company’s shareholders of the Scheme Transaction and certain related matters, and sanction by the Court of the Scheme Transaction;

(iii) approval by Clywedog’s stockholders of the Merger Agreement, the Merger and Contemplated Transactions;

(iv) the approval for listing by the Nasdaq Stock Market of the shares of Topco Common Stock issuable in the Combinations, subject to official notice of issuance;

(v) the completion of the Self-Tender Offer to the extent that Topco elects to commence the Self-Tender Offer;

(ivi) minimum cash requirements for each party.

The Merger Agreement may be terminated and the transactions contemplated thereby abandoned at any time prior to the closing under certain specified circumstances.

Either the Company or Clywedog may terminate the Merger Agreement if, among other things:

(i) the closing date will not have occurred by September 30, 2026, subject to up to a 60 day extension if the U.S.

Securities and Exchange Commission (the “SEC”) has not declared effective the Registration Statement by July 31, 2026, (ii) a governmental authority of competent jurisdiction has issued a final, non-appealable order prohibiting the Contemplated Transactions, (iii) the required Company shareholder approval or Clywedog shareholder approval is not obtained in accordance with the Merger Agreement, (iv) the Scheme of Arrangement is not sanctioned by the Court, or (v) another party breaches or fails to perform in any material respect any of its covenants or any of the other party’s representations or warranties are inaccurate and such breach, failure to perform or inaccuracy would result in certain of the closing conditions not being satisfied, subject to a cure period.

Basis of presentation

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The Company’s reporting currency is the U.S.

As of December 31, 2024, the Company had cash, cash equivalents and restricted cash of $ 112.4 million and an accumulated deficit of $ 237.7 million and the Company expects to incur losses for the foreseeable future.

The Company expects that its cash, cash equivalents and restricted cash will be sufficient to fund current operations for at least the next twelve months from the issuance of the consolidated financial statements.

The Company expects to seek additional funding through equity financing, government or private-party grants, debt financings or other capital sources, including collaborations with other companies or other strategic transactions.

The Company may not be able to obtain financing on acceptable terms, or at all, and the Company may not be able to enter into collaborations or other arrangements.

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

If the Company is unable to obtain sufficient capital, the Company will be forced to delay, reduce or eliminate some or all of its research and development programs, product portfolio expansion or future commercialization efforts, which could adversely affect its business prospects, or the Company may be unable to continue operations.

Although management continues to pursue these plans, there is no assurance that the Company will be successful in obtaining sufficient funding on terms acceptable to the Company to fund continuing operations, if at all.

As of December 31, 2025, the Company had cash, cash equivalents and restricted cash of $ 71.9 million and an accumulated deficit of $ 304.1 million and the Company expects to incur losses for the foreseeable future as it continues to pursue its activities, including the commercialization of its research and development.

The Company expects to continue to incur costs and expenditures in connection with the Contemplated Transactions, further in connection with the Contemplated Transactions Barinthus may pay up to $ 27.0 million to existing shareholders under a Self Tender offer.

If the Contemplated Transactions are consummated, any additional funding will be sought by the combined company.

However as the transaction is not yet consummated, when performing the going concern assessment, management have assessed the Company on a standalone basis and expects that its cash, cash equivalents and restricted cash will be sufficient to fund current operations for at least the next 12 months from the issuance of the consolidated financial statements.

In the future the Company will need additional cash inflows to pursue its activities, including the commercialization of its research and

BARINTHUS BIOTHERAPEUTICS PLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

There is no assurance that the Company will be successful in obtaining sufficient cash inflows on terms acceptable to the Company to fund continuing operations, if at all.

The consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and the satisfaction of liabilities and commitments in the ordinary course of business.

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The Company does not expect significant claims related to these indemnification obligations and, consequently, concluded that the fair value of these obligations is negligible, and no related reserves were established.

BARINTHUS BIOTHERAPEUTICS PLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Summary of Significant Accounting Policies

4 unchanged sentences

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 and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue, income and expenses during the reporting period.

The Company bases estimates and assumptions on historical experience when available and on various factors that it believes to be reasonable under the circumstances.

The Company evaluates its estimates and assumptions on an ongoing basis, including those related to fair value of contingent consideration and fair value models used in the impairment assessments of goodwill, intangible assets, operating lease right-of-use asset and property and equipment.

The Company bases its estimates and assumptions on historical experience when available and on various factors that it believes to be reasonable under the circumstances.

The Company evaluates its estimates and assumptions on an ongoing basis.

The Company’s actual results may differ from these estimates under different assumptions or conditions.

As of the date of issuance of these consolidated financial statements, the Company is not aware of any specific event or circumstance that would require the Company to update its estimates, assumptions and judgments or revise the carrying value of its assets or liabilities.

During the current year, the Company updated certain estimates related to the carrying value of long-lived assets as a result of the announced Contemplated Transactions with Clywedog.

The adjustment reflects updated assumptions regarding expected future cash flows and market participant perspectives.

Additional information regarding this change in estimate and its impact on the financial statements is included in Note 7.

As of the date of issuance of these consolidated financial statements, the Company is not aware of any other specific event or circumstance that would require the Company to update its estimates, assumptions and judgments or revise the carrying value of its assets or liabilities.

These estimates may change as new events occur and additional information is obtained and are recognized in the consolidated financial statements as soon as they become known.

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Translation adjustments are reflected as accumulated other comprehensive loss within stockholders’ equity.

Gains and losses on foreign currency transactions are included in the consolidated statements of operations and comprehensive loss in general and administrative expenses.

The aggregate net foreign exchange gain or loss included in determining net loss was a gain of $ 2.4 million and loss of $ 7.6 million for the years ended December 31, 2024 and 2023, respectively.

Gains and losses on foreign currency transactions are included in the consolidated statements of operations and comprehensive loss in

BARINTHUS BIOTHERAPEUTICS PLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

general and administrative expenses.

The aggregate net foreign exchange gain or loss included in determining net loss was a loss of $ 9.6 million and gain of $ 2.4 million for the years ended December 31, 2025 and 2024, respectively.

Noncontrolling interest

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The Company accounts for the noncontrolling interest in the accompanying consolidated financial statements initially at fair value with the subsequent carrying value adjusted for the noncontrolling share of VOLT’s comprehensive loss.

BARINTHUS BIOTHERAPEUTICS PLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Cash and cash equivalents

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This could require management to estimate the amount of revenue to recognize in the period if the actual data for the period has not been provided.

BARINTHUS BIOTHERAPEUTICS PLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Research and development services

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At the inception of each arrangement that includes development milestone payments in respect of development efforts, the Company evaluates whether the development milestones are considered probable of being achieved and estimates the amount to be included in the transaction price using the most likely amount method.

If it is probable that a significant revenue reversal would not occur, the associated development milestone value is

BARINTHUS BIOTHERAPEUTICS PLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

included in the transaction price.

If it is probable that a significant revenue reversal would not occur, the associated development milestone value is included in the transaction price.

Development milestone payments that are not within the control of the Company or the licensee, such as regulatory approvals, are not considered probable of being achieved until those approvals are received.

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Other Operating Income

Other operating income includes grant income from the CEPI Funding Agreement pursuant to which CEPI will provide funding to us to advance the development of VTP-500, our vaccine candidate against MERS.

Other operating income includes grant income from the CEPI Funding Agreement pursuant to which CEPI will provide funding to us to advance the development of VTP-500, a vaccine candidate against MERS.

When there is reasonable assurance that we will comply with the conditions attached to a received grant, and when there is reasonable assurance that the grant will be received, grant income is recognized as other operating income on a gross basis in the consolidated statements of operations and comprehensive loss on a systematic basis over the periods in which we recognize expenses for the related costs for which the grants are intended to compensate.

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Historically, the Company has not experienced any credit losses related to accounts receivable and does not maintain allowances for uncollectible amounts.

BARINTHUS BIOTHERAPEUTICS PLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Licensees that represented 10% or more of the Company’s revenue are presented below:

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With respect to cash equivalents and accounts receivable, given consideration of their short maturity, historical losses and the current market environment, the Company concluded there are no expected credit losses for these financial assets.

BARINTHUS BIOTHERAPEUTICS PLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Property and equipment

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Amortization is computed using the straight-line method over the estimated useful lives of the respective assets, which is 10 years.

Impairment of long-lived assets

The Company reviews long-lived assets to be held and used, including property and equipment, intangible assets and operating lease right-of-use assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets or asset group may not be recoverable.

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In the event such cash flows are not expected to be sufficient to recover the carrying amount of the asset or asset group, the assets are written down to their estimated fair values.

There were impairments recorded during the year ended December 31, 2024 (December 31 2023:

There were impairments recorded during the year ended December 31, 2025 and 2024.

Goodwill represents the excess of cost over the fair value of the net tangible and intangible assets of businesses acquired in a business combination.

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If the Company determines that it is more likely than not that its fair value is less than its carrying amount, then the quantitative goodwill impairment test will be performed.

The quantitative goodwill impairment test identifies and measures the amount of goodwill impairment loss, if any, to be recognized by comparing the fair value of a reporting unit with its carrying amount.

The quantitative goodwill impairment test identifies and measures the amount of goodwill impairment loss, if any, to be recognized by comparing the fair value

BARINTHUS BIOTHERAPEUTICS PLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

of a reporting unit with its carrying amount.

If the fair value exceeds the carrying amount, no further analysis is required;

otherwise, if the fair value is less than the carrying amount, the difference is recognized as a goodwill impairment loss not to exceed the carrying amount of the goodwill.

For the year ended December 31, 2024 an impairment charge of $ 12.2 million was recorded (December 31, 2023:

The carrying amount of goodwill was nil at December 31, 2024 .

The Company has performed the annual impairment assessment and identified qualitative indicators of impairment, most notably the share price drop in November 2024, including the lack of recovery thereof, and the strategic considerations to partner VTP-300 for future clinical development.

Therefore, the Company performed a qualitative impairment assessment and determined that it was more likely than not that the fair value of the reporting unit is less than its carrying amount.

The reporting unit comprises the net assets of the Company.

The Company then performed a quantitative impairment assessment using the income approach to determine the fair value of the reporting unit, including the net present value of clinical stage assets and overhead costs.

Based on the quantitative assessment, the Company determined that the fair value of the reporting unit is less than its carrying amount as of December 31, 2024, and, as a result, recognized a goodwill impairment charge of $ 12.2 million.

For the year ended December 31, 2025 there was no impairment charge to Goodwill (December 31, 2024:

$ 12.2 million).

Financial instruments

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Patent and licensing costs

Patent and licensing costs are expensed as incurred because their is uncertainty as to any future economic benefits arising from these costs.

Patent and licensing costs are expensed as incurred because there is uncertainty as to any future economic benefits arising from these costs.

Ordinary shares

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The Company applied this process consistently using the same or similar public companies until 2023.

For options granted in 2023 and 2024, the Company determined that there is sufficient historical information on volatility of its share price available and the expected volatility used in the fair value calculation of new option grants is calculated based on a blended volatility of both historical volatility of the Company's share price and the average historical volatility of industry peers’ shares.

For options granted since 2023, the Company determined that there is sufficient historical information on volatility of its share price available and the expected volatility used in the fair value calculation of new option grants is calculated based on a blended volatility of both historical volatility of the Company's share price and the average historical volatility of industry peers’ shares.

Expected term .

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To the extent that the fair value of the modified award exceeds the original award, the incremental fair value of the modified award is recognized as compensation on the date of modification for vested awards, and over the remaining vesting period for unvested awards.

The financial statements reflect provisions for income taxes in the United Kingdom and foreign jurisdictions.

The financial statements reflect provisions for income taxes in the U.K.

and foreign jurisdictions.

Deferred tax assets and liabilities represent future tax consequences of temporary differences between the financial statement carrying amounts and the tax basis of assets and liabilities and for loss carryforwards using enacted tax rates expected to be in effect in the years in which the differences reverse.

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Research and development incentives

In the United Kingdom, the Company had previously been entitled to a research and development tax credit regime, being the Small and Medium-sized Enterprises R&D tax relief program, or SME Program, and, to the extent that our projects are grant funded or relate to work subcontracted to us by third parties, the Research and Development Expenditure Credit program, or RDEC Program.

Qualifying expenditures largely comprise employment costs for research staff, consumables, outsourced contract research organization costs, externally provided workers and utilities costs incurred as part of research projects.

In the U.K., the Company had previously been entitled to a research and development tax credit regime, being the Small and Medium-sized Enterprises R&D tax relief program (“SME”),and, to the extent that our projects are grant funded or relate to work subcontracted to us by third parties, the Research and Development Expenditure Credit program, or RDEC Program.

For the year ended December 31, 2025, we benefit from the applicable United Kingdom research and development tax credit regime which is the merged scheme Research & Development expenditure credit ("RDEC") and enhanced R&D intensive support ("ERIS") that replaces the prior schemes.

A large portion of costs relating to research and development, clinical trials and manufacturing activities are eligible for inclusion within these tax credit cash rebate claims.

From March 2023, under the SME program, the Company is able to surrender some of its trading losses that arise from qualifying research and development activities for a cash rebate of up to 18.6% of such qualifying research and development expenditure, as the SME additional deduction is 86% and the SME credit rate is 10%, unless the SME qualifies as an R&D intensive business;

that is, R&D expenditure constitutes at least 40% (from April 1, 2023) or 30% (from accounting periods starting on or after April 1, 2024) of total expenditure.

From the analysis performed, the Company has not and do not currently expect to claim under the loss-making R&D Intensive Scheme for SMEs primarily due to the proportion of total relevant expenditure occurring outside the United Kingdom.

For expenditure under the merged RDEC scheme, the rate of Research and Development expenditure credit will is 20%, which is the same as the rate under the old RDEC scheme for expenditure incurred on or after April 1, 2023.

For loss-makers and small profit-makers, a lower rate of notional tax restriction (currently 19%) applies at payment.

Under both the merged RDEC scheme and the prior SME program, a company qualifies as an R&D intensive business if R&D expenditure constitutes at least 30% of total expenditure.

From the analysis performed, the Company has not and do not currently expect to claim under the loss-making R&D intensive scheme primarily due to the proportion of total relevant expenditure occurring outside the U.K.

If the Company incurs tax losses, the Company is entitled to surrender the lesser of unrelieved tax loss sustained and the tax relief.

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Recently Issued Accounting Pronouncements

The Company has reviewed all recently issued standards and have determined that such standards do not or will not have a material impact on our consolidated financial statements or do not otherwise apply to our current operations.

In November 2023, the FASB issued ASU 2023-07, Improvements to Reportable Segment Disclosures.

The amendments require incremental disclosures related to a public entity’s reportable segments but does not change the definition of a segment, the method for determining segments, or the criteria for aggregating operating segments into reportable segments.

The most significant change required by the ASU is for a public entity to disclose its significant segment expense categories and amounts for each reportable segment.

The Company adopted this standard for the year ended December 31, 2024 on a retrospective basis and the adoption did not have a material impact on its consolidated financial statements and related disclosures as this information was already publicly disclosed.

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board ("FASB") or other standard setting bodies that the Company adopts as of the specified effective date.

The Company qualifies as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and has elected not to “opt out” of the extended transition related to complying with new or revised accounting standards, which means that when a standard is issued or revised and it has different application dates for public and nonpublic companies, the Company can adopt the new or revised standard at the time nonpublic companies adopt the new or revised standard and can do so until such time the Company either (i) irrevocably elects to “opt out” of such extended transition period or (ii) no longer qualifies as an emerging growth company.

The Company has reviewed all recently issued standards and have determined that such standards do not or are not expected to have a material impact on its condensed consolidated financial statements or do not otherwise apply to its current operations.

In December 2025, the FASB issued ASU 2025-12, Accounting Standards Update Codification Improvements.

The amendments in this update facilitates codification updates for a broad range of Topics arising from technical corrections, unintended application of the codification, clarifications, and other minor improvements.

This standard is effective for fiscal years beginning after December 15, 2026, including interim periods within those fiscal years.

The Company is currently evaluating the impact of adopting this standard to determine its impact on its disclosures.

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

Narrow-Scope Improvements.

The amendments in this update clarify interim disclosure requirements and the applicability of Topic 270.

This standard is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027.

The Company is currently evaluating the impact of adopting this standard to determine its impact on its disclosures.

In May 2025, the FASB issued ASU 2025-03, Business Combinations (Topic 805):

Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity.

This ASU amends the guidance for identifying the accounting acquirer in transactions involving variable interest entities (“VIEs”) where the transaction is achieved primarily through the exchange of equity interests, aligning it more closely with the guidance for voting interest entities.

The amendments are effective for

BARINTHUS BIOTHERAPEUTICS PLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

fiscal years beginning after December 15, 2026, including interim periods within those fiscal years, with early adoption permitted.

The Company elected to early adopt ASU 2025-03 as of July 1, 2025.

The adoption did not have a material impact on the consolidated financial statements.

The Company will apply the amended guidance prospectively to applicable transactions.

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

Clarifying the Effective Date, in which the Board's intent in the basis of conclusion of Update 2024-03 is clear that all public business entities should initially adopt the disclosure requirements in the first annual reporting period beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027.

The Company is currently evaluating the impact of adopting this standard to determine its impact on its disclosures.

In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40), which requires disaggregation of specific expense categories in the notes to the financial statements and a qualitative description of the remaining expense amounts not separately disaggregated.

This standard is effective for annual reporting periods beginning after December 15, 2026, and requires prospective application with the option to apply it retrospectively.

We are currently evaluating the impact of adopting this standard to determine its impact on our disclosures.

The Company is currently evaluating the impact of adopting this standard to determine its impact on its disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures, which requires that public business entities on an annual basis (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than 5 percent of the amount computed by multiplying pretax income or loss by the applicable statutory income tax rate).

This standard is effective for fiscal years beginning after December 15, 2024.

The Company has retrospectively adopted the ASU and the adoption did not have a material impact on the consolidated financial statements.

BARINTHUS BIOTHERAPEUTICS PLC

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The Company views its operations and manages its business as one operating segment, the research and development of immunotherapies and vaccines.

The chief operating decision maker uses loss before income tax to monitor budget versus actual results and decide how to use the Company's resources.

The CODM uses loss before income tax to monitor budget versus actual results and decide how to use the Company's resources.

As the Company operates in one operating segment, all required financial segment information can be found in these consolidated financial statements.

The following table is a summary of our significant segment expenses:

The following table is a summary of the Company's significant segment expenses:

Year ended December 31, 2025 Year ended December 31, 2024

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VTP-1000 Celiac $ 6,063 $ 5,486

$ 5,486 $ 8,420

VTP-300 HBV 10,474 11,276

VTP-850 Prostate cancer 1,429 2,726

VTP-200 HPV 2,009 4,950

VTP-600 NSCLC 2

VTP-500 MERS 3

Other and earlier stage programs 4

Barinthus legacy assets 1

Total direct research and development expenses $ 14,594 $ 23,709

5 unchanged sentences

Total research and development expenses $ 25,564 $ 42,236

1 Research and development expenses related to VTP-1100 HPV Cancer were presented together with VTP-1000 Celiac in the prior period comparative, because our SNAP product candidates were both preclinical.

Expenses related to VTP-1100 HPV Cancer are now included in "Other and earlier stage programs," because we are deferring the planned IND application for VTP-1100 in HPV cancer and we have initiated the clinical trial for VTP-1000 Celiac.

2 The VTP-600 NSCLC/ESCC Phase 1/2a trial is sponsored by Cancer Research U.K.

3 The development of VTP-500 is funded pursuant to an agreement with the Coalition for Epidemic Preparedness Innovations (CEPI).

4 This includes $ 0.9 million of personnel-related indirect expenses relating to time spent progressing the VTP-500 MERS program, which is funded by CEPI.

1 In January 2025, we announced a strategic focus on developing a pipeline in I&I, and the deprioritization of our programs in infectious disease and oncology.

The following programs were previously presented separately and have been grouped collectively as "Barinthus Legacy Assets" for both years presented:

VTP-300 HBV, VTP-850 Prostate Cancer, VTP-200 HPV, VTP-600 NSCLC, VTP-500 MERS and other and earlier stage programs.

The Company operates in two geographic regions:

5 unchanged sentences

$ 19,449 $ 33,704

Foreign Currency Translation in General and Administrative Expenses

The aggregate, net foreign exchange gain or loss recognized in general and administrative expenses for the year ended December 31, 2025, and 2024, was a loss of $ 9.6 million and a gain of $ 2.4 million, respectively.

BARINTHUS BIOTHERAPEUTICS PLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Foreign Currency Translation in General and Administrative Expenses

The aggregate, net foreign exchange gain or loss recognized in general and administrative expenses for the year ended December 31, 2024, and 2023, was a gain of $ 2.4 million and a loss of $ 7.6 million, respectively.

Net Loss Per Share

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Year Ended December 31,

December 31, 2024 December 31, 2023

Net loss $ ( 66,458 ) $ ( 61,183 )

19 unchanged sentences

$ 2.6 million).

The Company identified circumstances that could indicate that the carrying amount of the property and equipment located in the U.K.

operating lease right-of-use asset may not be recoverable as of December 31, 2024, as it was more likely than not that the Company would cease the operating activities undertaken in the laboratory and office space in Harwell, Oxfordshire in 2025, significantly before the end of the previously estimated useful lives.

The Company performed an impairment assessment of the property and equipment within the U.K.

asset group using the income approach as of December 31, 2024 and recorded an impairment charge within general and administrative expenses of $ 2.7 million to write down assets to their estimated recoverable amount.

For the year ended December 31, 2025 and 2024, the Company recorded a gain of $ 0.2 million and nil , respectively, from the sale of U.K.

laboratory equipment.

The recorded associated proceeds from the equipment sale for the year ended December 31, 2025 and 2024 was $ 0.5 million and nil , respectively).

The Company identified circumstances that could indicate that the carrying amount of leasehold improvements located in the U.S.

operating lease right-of-use asset may not be recoverable as of December 31, 2025, as it was more likely than not that the Company would cease to utilize some of the laboratory and office space in Germantown, Maryland in 2026, before the end of the previously estimated useful lives.

The Company performed an impairment assessment of the leasehold improvements within the U.S.

asset group using the income approach as of December 31, 2025 and recorded an impairment charge within general and administrative expenses of $ 0.7 million (December 31, 2024:

property and equipment impairment $ 2.7 million) to write down assets to their estimated recoverable amount.

The impairment charge is subject to a number of assumptions and actual results may differ.

The Company will continue to refine these assumptions as additional information becomes available.

The significant assumptions used in determining the estimated fair value of the property and equipment located in the U.K.

are which assets that will be either sold, disposed of or transferred and, if relevant, the price that will be achieved upon a successful sales transaction.

The significant assumptions used in determining the estimated fair value of the leasehold improvements located in the U.S.

included how much floor space would be relinquished during sub-leasing.

Significant changes in these inputs could have a material effect on the fair value measurement.

See Note 17 Commitments and Contingencies for details of the impairment assessment performed over the U.K.

operating lease right-of-use asset, which is part of the U.K.

See Note 16 Commitments and Contingencies for details of the impairment assessment performed over the U.S.

operating lease right-of-use asset, which is part of the U.S.

BARINTHUS BIOTHERAPEUTICS PLC

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The estimated annual amortization expense is $ 2.5 million for the years 2026 through to 2031.

The Company reviews long-lived assets to be held and used, including intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets or asset group may not be recoverable.

The Company has identified circumstances that could indicate that the carrying amount of the Company's intangible assets may not be recoverable, being a sustained decline in the price of the Company’s ADSs, whereby the market capitalization continues to be below the value of the net assets of the Company, and during 2024, the strategic expected use of the SNAP platform shifted from being a complementary platform to the viral vector platform to being solely used in the development of novel immunotherapeutic candidates for treating autoimmune and inflammatory diseases, and being called SNAP-TI (Tolerance Immunotherapy).

Therefore, the Company performed a quantitative impairment assessment using the income approach as of December 31, 2024, and determined that the carrying amount of the Company's intangible assets are recoverable, hence no impairment loss related to long-lived assets has been recognized.

The carrying amount of goodwill was nil at December 31, 2024 (December 31, 2023:

$ 12.2 million).

Therefore, the Company performed a qualitative impairment assessment and determined that it was more likely than not that the fair value of the reporting unit is less than its carrying amount.

The reporting unit comprises the net assets of the Company.

Balance as of January 1,

$ 12,209 $ 12,209

Accumulated impairment charges

Goodwill impairment

Balance as of December 31,

Accumulated impairment charges

During the quarter ended September 30, 2025, the Company announced it had entered into a definitive merger agreement to combine in an all-stock transaction with Clywedog.

The indicative offer price was below fair value of the Company's net assets expected at completion and below prior valuations utilized in our most recent impairment assessments, thereby constituting an impairment triggering event.

As a result, the Company recorded a total impairment charge for acquired development technology intangible assets of $ 4.7 million during the third quarter of 2025.

The determination of the fair value of the Company's net assets expected at completion is a non-recurring fair value measurement.

Subsequently, we reviewed through to December 31, 2025, for additional indicators of impairment and did not identify any additional impairment triggers nor was any additional impairment expense recorded.

Prepaid and Other Current Assets

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2025 December 31,

Prepayments and accrued income $ 5,859 $ 5,402

Prepayments $ 4,518 $ 5,859

Value Added Tax receivable 197 —

1 unchanged sentence

Total $ 4,830 $ 6,203

BARINTHUS BIOTHERAPEUTICS PLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Accrued Expenses and Other Current Liabilities

8 unchanged sentences

Total $ 6,249 $ 9,525

Out-licenses and Grants

In April 2020, the Company entered into an Amendment, Assignment and Revenue Sharing Agreement (“License Agreement Amendment”) with Oxford University Innovation, or OUI, which vested and assigned all intellectual property rights in relation to any ChAdOx1 or ChAdOx2 vector-based vaccine jointly owned by the Company and OUI in order to facilitate the license of vaccines based on the ChAdOx1 by OUI to AstraZeneca plc (“AstraZeneca”).

Under this agreement, the Company is entitled to receive from OUI a share of all payments received by OUI from AstraZeneca in respect of the vaccine based on the ChAdOx1.

On December 30, 2020, AstraZeneca announced that vaccine based on the ChAdOx1 which the Company refers to as Vaxzevria had been approved for emergency supply in the United Kingdom by the United Kingdom Medicines and Healthcare products Regulatory Agency (MHRA).

The Company determined that the intellectual property vested and assigned under the License Agreement Amendment is a functional intellectual property (that is, it has significant standalone functionality in the form of its ability to treat a disease or condition) and there is no expectation under the License Agreement Amendment that the Company will undertake activities to change the functionality.

Consequently, the Company concluded that the nature of the Company’s promise in transferring the intellectual property is to provide a right to use the Company’s functional intellectual property.

Accordingly, the Company recognizes revenue in a manner that depicts the Company satisfying its performance obligation of allowing use of its intellectual property based on the terms of OUI’s agreement with AstraZeneca.

On March 28, 2022, pursuant to the OUI License Agreement Amendment, the Company was notified of the commencement of payments to us arising from AstraZeneca’s commercial sales of Vaxzevria.

Under the terms of an exclusive worldwide license agreement between OUI and AstraZeneca, OUI is entitled to milestone payments and royalties on commercial sales of Vaxzevria that began after the pandemic period.

As part of the assignment to OUI, the company is entitled to receive approximately 24 % of payments received by OUI from AstraZeneca.

In October 2024, the Company was informed of additional amounts due to the Company from Oxford University Innovation (OUI) in relation to the Company's share of royalties received by OUI as a result of prior commercial sales of Vaxzevria by AstraZeneca.

As a result, for the year ended December 31, 2024, the Company recognized approximately $ 15.0 million as revenue (year ended December 31, 2023:

$ 0.8 million) and had an outstanding receivable of nil as of December 31, 2024 (2023:

In 2024, AstraZeneca announced its planned withdrawal of Vaxzevria as demand had declined, and therefore the Company does not expect to receive any further payments relating to future commercial sales of Vaxzevria and, if such payments are due, that the Company will be notified of such payments in a timely manner.

Coalition for Epidemic Preparedness Innovations (“CEPI”) Funding Agreement

On December 20, 2023, Barinthus Biotherapeutics (U.K.) Limited (the “Company”), the Chancellors, Masters and Scholars of the University of Oxford (“Oxford,” together with the Company, the “Partners”) and the Coalition for Epidemic Preparedness Innovations (“CEPI”) entered into a Funding Agreement (the “Funding Agreement”) pursuant to which CEPI will provide funding of up to $ 34.8 million to the Company to advance the development of VTP-500, the Company’s vaccine candidate against Middle East Respiratory Syndrome (“MERS,” and such development activities, the “Project”).

In December 2023, VTP-500 received PRIME (PRIority MEdicines) designation by the European Medicines Agency.

BARINTHUS BIOTHERAPEUTICS PLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to the Funding Agreement, the Company has agreed to pay CEPI on a country-by-country basis increasing mid-single digit percentage royalties of net sales and net income with respect to future cash sales of VTP-500, less certain deductions, for a period starting on December 20, 2023 (“Effective Date”) and ending the later of:

(i) the expiration of the last valid patent claim included in intellectual property developed under the Project covering VTP-500 in such country, (ii) the expiration of Regulatory Exclusivity (as defined in the Funding Agreement) for VTP-500 in such country, and (iii) the tenth ( 10 th) anniversary of the first commercial sale of VTP-500 (the “Royalty Term”).

The Company shall also pay CEPI a mid-double digit percentage of net revenue earned on VTP-500 until CEPI has received payments from the Company under the Funding Agreement equaling the total amount of funding paid by CEPI to the Company and a low double-digit percentage of such net revenue thereafter.

Sales for the benefit of end users in specified low and middle income countries (“LMICs”) and upper and middle income countries (“UMICs”) are excluded from the calculations of net sales and net revenue.

Sales of product for the benefit of end users in LMICs and UMICs are subject to tiered discounted pricing requirements under the Funding Agreement.

The Company is further required to pay a mid-double digit percentage of any proceeds earned on any priority review voucher related to VTP-500 during the Royalty Period.

For the year ended December 31, 2024, $ 3.0 million proceeds have been received and $ 1.2 million income has been recognized in relation to this contract.

Coalition for Epidemic Preparedness Innovations (“CEPI”) Funding Agreement

On December 20, 2023, Barinthus Biotherapeutics (UK) Limited, the Chancellors, Masters and Scholars of the University of Oxford (“Oxford,” together with Barinthus Biotherapeutics (UK) Limited, the “Partners”) and the Coalition for Epidemic Preparedness Innovations (“CEPI”) entered into a Funding Agreement (the “Funding Agreement”) pursuant to which CEPI would provide funding of up to $ 34.8 million to the Company to advance the development of VTP-500, a vaccine candidate against Middle East Respiratory Syndrome (“MERS,” and such development activities, the “Project”).

In December 2023, VTP-500 received PRIME (PRIority MEdicines) designation by the European Medicines Agency.

There have been no changes to the terms or conditions of the grant since the previous reporting period.

In January 2025, the Company announced its strategic focus on developing a pipeline in I&I, and the deprioritization of its programs in infectious disease and oncology.

The Company intends to exit the Funding Agreement as part of aligning resources in accordance with the Company's strategy.

For the year ended December 31, 2025, nil (December 31, 2024:

$ 3.0 million) proceeds have been received.

For the year ended December 31, 2025 $ 0.4 million (December 31,2024:

$ 1.2 million ) income has been recognized in relation to this contract.

This is presented as other operating income in the consolidated statements of operations and comprehensive loss.

The Funding Agreement cash payments are restricted as to the use and management of the funds.

The remaining unused amounts of the Funding Agreement cash payments of $ 1.7 million as of December 31, 2024, are reflected in restricted cash in the consolidated balance sheets until expenditures contemplated in the Funding Agreement are incurred.

The remaining unused amounts of the Funding Agreement cash payments of $ 1.4 million as of December 31, 2025 (December 31, 2024:

$ 1.7 million), are reflected in restricted cash in the consolidated balance sheets until expenditures contemplated in the Funding Agreement are incurred.

Deferred income

Payments received from CEPI in advance of the eligible research and development expenses being incurred are disclosed as deferred income separately in the consolidated balance sheets.

Deferred income relates to payments received from CEPI in advance of the eligible research and development expenses being incurred and is disclosed as deferred income separately in the consolidated balance sheets.

Deferred income is released to the consolidated statements of operations and comprehensive loss in the period in which such research and development activities are actually performed in a manner that satisfies the conditions of the Funding Agreement.

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Ordinary Shares

On May 4, 2021, the Company closed its initial public offering (“IPO”) of 6,500,000 ADS representing 6,500,000 ordinary shares having a nominal value of £ 0.000025 per share, at a public offering price of $ 17.00 per share, for aggregate net proceeds of $ 102.8 million after deducting underwriting commissions of $ 7.7 million and incurred offering costs of $ 2.2 million.

All ordinary shares rank pari passu as a single class.

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In the event of the liquidation, dissolution or winding up of the Company, the assets of the Company available for distribution to holders of the ordinary shares shall be distributed amongst all holders of the ordinary shares in proportion to the number of shares held irrespective of the amount paid or credited as paid on any share.

The Company may, subject to the provisions of the Companies Act 2006 and its Articles, by ordinary resolution from time to time declare dividends to be paid to shareholders not exceeding the amount recommended by the Company’s board of directors.

Subject to the provisions of the Companies Act 2006, insofar as, in the board of directors’ opinions, the Company’s profits justify such payments, the board of directors (the "Board") may pay interim dividends on the Company’s ordinary shares.

BARINTHUS BIOTHERAPEUTICS PLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Holders of the ordinary shares are entitled to dividends, as may be recommended from time to time by the Board and declared by the ordinary shareholders out of legally available funds.

Voting Rights:

Each holder of ordinary shares is entitled to one vote for each share on all matters to be voted on by ordinary shareholders.

Each holder of ordinary shares has the right to receive notice of, and to vote at, the Company’s general meetings.

Each holder of ordinary shares who is present (in person or by proxy) at a general meeting on a show of hands has one vote and, on a poll, every such holder who is present (in person or by proxy) has one vote in respect of for each share of which they are the holder.

Preemption rights:

Pursuant to section 561 of the Companies Act 2006, shareholders are granted preemptive rights when new shares are issued for cash.

However, it is possible for our Articles, or shareholders at a general meeting representing at least 75 % of our ordinary shares present (in person or by proxy) and eligible to vote at that general meeting, to disapply these preemptive rights.

Such a disapplication of preemption rights may be for a maximum period of up to five years from the date of the shareholder special resolution.

In either case, this disapplication would need to be renewed by our shareholders upon its expiration ( i.e.

However, it is possible under the Articles, for shareholders at a general meeting representing at least 75 % of the Company's ordinary shares present (in person or by proxy) and eligible to vote at that general meeting, to disapply these preemptive rights by passing a special resolution.

Such a disapplication of preemption rights may be for a maximum period of up to five years from the date on which the shareholder resolution was passed.

In either case, this disapplication would need to be renewed by the Company's shareholders upon its expiration ( i.e.

, at least every five years ) to remain effective.

On April 21, 2021, our shareholders approved the disapplication of preemptive rights for a period of five years from the date of approval by way of a special resolution of our shareholders.

This included the disapplication of preemption rights in relation to the allotment of our ordinary shares in connection with the IPO.

On April 21, 2021, the Company's shareholders approved the disapplication of preemptive rights for a period of five years from the date of approval by way of a special resolution of shareholders.

This included the disapplication of preemption rights in relation to the allotment of the Company's ordinary shares in connection with the initial public offering ("IPO").

This disapplication will need to be renewed upon expiration ( i.e.

, at least every five years ) to remain effective, but may be sought more frequently for additional five-year terms (or any shorter period).

On November 6, 2023, the Company held a general meeting where our shareholders approved resolutions granting our board of directors or any duly authorized committee of the board of directors the authority to allot shares in the Company or grant rights to subscribe for or to convert any security into shares in the Company free from preemption rights.

Pursuant to such approval, our board of directors was authorized to allot shares up to an aggregate nominal amount of £ 1,928 free from statutory preemption rights.

On November 6, 2023, the Company held a general meeting where its shareholders approved resolutions granting the Board or any duly authorized committee of the Board the authority to allot shares in the Company or grant rights to subscribe for or to convert any security into shares in the Company free from pre-emption rights.

Pursuant to such approval, the Board was authorized to allot shares up to an aggregate nominal amount of £ 1,928 free from statutory pre-emption rights.

The granting of this authority and the corresponding disapplication of preemptive rights was in addition to all subsisting authorities.

This disapplication will need to be renewed upon expiration ( i.e.

, at least every five years ) to remain effective, but may be sought more frequently for additional five-year terms (or any shorter period).

As of December 31, 2025, the Company has reserved the following ordinary shares for future issuance:

4 unchanged sentences

All deferred shares rank pari passu as a single class.

The deferred shares do not have rights to dividends or to participate in profits on a return of assets on liquidation, the deferred shares confer on the holders thereof an entitlement to receive out of the assets of the Company available for distribution amongst the shareholders (subject to the rights of any new class of shares with preferred rights) the amount credited as paid up on the deferred shares held by them respectively after (but only after) payment shall have been made to the holders of the ordinary shares of the amounts paid up or credited as paid up on such shares and the sum of £ 1.0 million ($ 1.4 million) in respect of each ordinary share held by them respectively.

The deferred shares do not have rights to dividends or to any other rights of participation in the profits of the Company.

On a return of assets on liquidation, the deferred shares confer on the holders thereof an entitlement to receive out of the assets of the Company available for distribution amongst the shareholders (subject to the rights of any new class of shares with preferred rights) the amount credited as paid up on the deferred shares held by them respectively after (but only after) payment shall have been made to the holders of the ordinary shares of the amounts paid up or credited as paid up on such shares and the sum of £ 1.0 million in respect of each ordinary share held by them respectively.

The deferred shares shall confer on the holders thereof no further right to participate in the assets of the Company.

On March 29, 2023, all deferred B shares (nominal value of £ 0.01 each) and deferred C shares (nominal value of £ 0.00000736245954692556 each) previously in issue were transferred back to the Company and subsequently cancelled.

These deferred shares had previously been issued to certain pre-IPO shareholders in connection with the implementation of certain stages of the Company’s pre-IPO share capital reorganization.

The Company received shareholder pre-approval on April 21, 2021 (pursuant to the shareholder resolutions passed on that date) in order to effect the transfer back and cancellation of the deferred shares for nil consideration in accordance with sections 659 and 662 of the Companies Act 2006.

The Company’s deferred A shares with a nominal value of £ 1.00 each remain in issue for the purposes of satisfying the minimum share capital requirements for a public limited company as prescribed by the Companies Act 2006.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company’s financial instruments consist of cash, cash equivalents and restricted cash, accounts receivable, accounts payable, certain accrued expenses, and contingent consideration.

The carrying amounts of cash, cash equivalents and restricted cash, accounts receivable, accounts payable, and accrued expenses approximated their respective fair value due to the short-term nature and maturity of these instruments.

As of December 31, 2024, the Company had a contingent consideration liability of $ 2.7 million related to the acquisition of Avidea Technologies, Inc.

Avidea’s stockholders may be entitled to receive an aggregate of up to $ 40.0 million in additional payments, payable in a combination of cash and ADSs, upon the achievement of certain milestones.

The Company’s financial instruments consist of cash, cash equivalents and restricted cash, accounts payable, certain accrued expenses, and contingent consideration.

The carrying amounts of cash, cash equivalents and restricted cash, accounts payable, and accrued expenses approximated their respective fair value due to the short-term nature and maturity of these instruments.

As of December 31, 2025, the Company had a contingent consideration liability of $ 2.9 million related to the acquisition of Avidea.

Avidea’s stockholders may be entitled to receive an aggregate of up to $ 40.0 million in additional payments, payable in a combination of cash and American Depositary Shares, upon the achievement of certain milestones.

To date, the Company has made settlement payments of $ 0.5 million.

The fair value of the contingent consideration is a Level 3 valuation and determined using the cost approach.

The significant unobservable inputs used in the fair value measurement of the contingent consideration are the probability of success of achievement of the milestones and the expected date of the milestone achievement, significant judgment is employed in determining the appropriateness of certain of these inputs.

Significant judgment is employed in determining the appropriateness of certain of these inputs.

Significant increases (decreases) in the probability of success of achievement of the milestones would have resulted in a significantly higher (lower) fair value measurement.

Significant extension (reduction) in the expected date of the milestone achievement would have resulted in a significantly lower (higher) fair value measurement.

The following table summarizes changes to our financial instruments carried at fair value and classified within Level 3 the fair value hierarchy (in thousands):

2024 Year ended

The following table summarizes changes to the Company's financial instruments carried at fair value and classified within Level 3 of the fair value hierarchy (in thousands):

December 31, 2025 December 31, 2024

Beginning balance $ 2,650 $ 1,823

Change in fair value recognized in net loss 26 866

Settlement of contingency — ( 163 )

Foreign exchange translation recognized in other comprehensive loss 195 ( 39 )

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The Company applied this process consistently using the same or similar public companies until 2023.

For options granted in 2023 and 2024, the Company determined that there is sufficient historical information on volatility of its share price available and the expected volatility used in the fair value calculation of new option grants is calculated based on a blended volatility of both historical volatility of the Company's share price and the expected volatility of the average historical volatility of industry peers’ shares.

For options granted in and after 2023, the Company determined that there is sufficient historical information on volatility of its share price available and the expected volatility used in the fair value calculation of new option grants is calculated based on a blended volatility of both historical volatility of the Company's share price and the expected volatility of the average historical volatility of industry peers’ shares.

Expected term (years):

28 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Restricted stock units:

The following table summarizes the Company's restricted stock units ('RSUs") under the Plan since December 31, 2025:

Number of Shares

Underlying RSUs

Weighted-Average

Grant Date Fair Value

Unvested, January 1, 2025 — $ —

Granted 886,018 1.50

Vested and settled

Vested and deferred

Forfeited ( 21,294 ) 1.50

Unvested outstanding, December 31, 2025 864,724 1.50

Vested but subject to deferred settlement at December 31, 2025

Outstanding at December 31, 2025 864,724 $ 1.50

In October 2025, the Company granted an aggregate of 886,018 restricted stock units (“RSUs”) to employees under the Plan.

The RSUs will vest in full on the seven th day following the occurrence of either the closing of the Contemplated Transactions or the termination of the Merger Agreement pursuant to its terms, subject to the employee’s continued employment with the Company through such vesting date, and were granted as part of the Company’s equity incentive program to support employee retention and alignment with shareholder interests.

The grant date fair value of the RSUs was $ 1.3 million.

Total share-based compensation expense for RSUs granted for the years ended December 31, 2025 and 2024 was $ 0.5 million and nil , respectively.

As of December 31, 2025, the total unrecognized compensation expense related to RSUs was $ 0.8 million, which is expected to be recognized over a weighted-average of 0.7 years.

Share based compensation expense is classified in the consolidated statements of operations and comprehensive loss as follows (in thousands):

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Total $ 468 $ 4,709

BARINTHUS BIOTHERAPEUTICS PLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Loss before income before income taxes are as follows (in thousands):

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statutory income tax rate to the Company's effective tax rate as reflected in the consolidated financial statements is as follows:

2024 Year ended

Year ended December 31, 2025 Year ended December 31, 2024

Statutory tax rate $ 16,658 25.00 % $ 15,307 25.00 %

Increase (decreases) resulting from:

Permanent differences ( 4.82 ) 1.03

Provision to return adjustments ( 4.55 ) ( 4.09 )

Research and development credits ( 5.75 ) ( 4.94 )

Foreign rate differential 1.18 1.23

Change in valuation allowance ( 9.99 ) ( 11.84 )

Foreign tax effects-United States:

Changes in valuation allowance ( 6,122 ) ( 9.17 ) ( 4,002 ) ( 6.54 )

Share-based compensation ( 118 ) ( 0.18 ) — —

Non-taxable or non-deductible items ( 506 ) ( 0.76 ) ( 3,505 ) ( 5.73 )

Foreign tax effects-Switzerland:

Share-based compensation ( 2 ) — ( 30 ) ( 0.05 )

Effect of change in tax laws or rates enacted in the current period 598 0.90 721 1.18

Tax credits ( 81 ) ( 0.12 ) ( 3,501 ) ( 5.72 )

Changes in valuation allowance ( 7,513 ) ( 11.27 ) ( 2,116 ) ( 3.46 )

Non-taxable or non-deductible items ( 2,496 ) ( 3.75 ) ( 46 ) ( 0.06 )

Other adjustments ( 243 ) ( 0.37 ) ( 2,784 ) ( 4.55 )

Effective tax rate $ 175 0.28 % $ 44 0.07 %

The Company has adopted ASU 2023-09 and evaluated all required categories and determined that no additional jurisdictional disaggregation or reconciling items were individually material.

BARINTHUS BIOTHERAPEUTICS PLC

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Lease liability 2,965 3,156

Intangible assets 452 745

Accruals 28 —

Intangible amortization 459 452

Capitalized Research and Development expenditure 4,765 6,185

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2024, the Company had net operating loss ("NOL") carryforwards totaling approximately $ 101.7 million which have an unlimited carryforward period, of which $ 75.6 million originate in the United Kingdom.

As of December 31, 2025, the Company had net operating loss ("NOL") carryforwards totaling approximately $ 160.4 million which have an unlimited carryforward period, of which $ 114.0 million originate in the U.K.

As of December 31, 2025, the Company had $ 0.3 million of research and development tax credit carryforwards which also have an unlimited carryforward period.

As of December 31, 2023, the Company had NOL carryforwards totaling approximately $ 92.7 million which have an unlimited carryforward period, of which $ 74.2 million originate in the United Kingdom.

As of December 31, 2024, the Company had NOL carryforwards totaling approximately $ 101.7 million which have an unlimited carryforward period, of which $ 75.6 million originate in the U.K.

As of December 31, 2024, the Company had $ 0.1 million of research and development tax credit carryforwards which also have an unlimited carryforward period.

As of December 31, 2025 and 2024, the Company does not have any material unrecognized tax benefit liabilities.

The Company files corporation/income tax returns in the United Kingdom, the United States, Switzerland, Australia and Italy.

The Company files corporation/income tax returns in the U.K., the United States, Switzerland, Australia and Italy.

The associated tax filings remain subject to examination by applicable tax authorities for a certain length of time following the tax year to which those filings relate.

In the United Kingdom, tax years from 2021 remain subject to examination by HMRC.

In the U.K., tax years from 2022 remain subject to examination by HMRC.

In all other jurisdictions, the tax years since inception remain subject to examination by the applicable taxing authorities as of December 31, 2025 and 2024.

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In-License Agreements

The Company is party to a number of licensing agreements, these agreements serve to provide the Company with the right to develop and exploit the counterparties’ intellectual property for certain medical indications.

The Company is party to a number of licensing agreements, most of which are with related parties.

These agreements serve to provide the Company with the right to develop and exploit the counterparties’ intellectual property for certain medical indications.

As part of execution of these arrangements, the Company paid certain upfront fees, which have been expensed as incurred because the developing technology has not yet reached technical feasibility, the lack of alternative use, and the lack of proof of potential value.

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The obligation to make these payments is contingent upon the Company’s ability to develop candidates for submission for phased testing and approvals, and for the development of markets for the products developed by the Company.

The Company has not made any material payments under these license agreements during the years ended December 31, 2024, and 2023.

The Company has not made or accrued any material payments under these license agreements during the years ended December 31, 2025, and 2024.

The Company leases certain laboratory and office space under operating leases, which are described below.

The Harwell Science and Innovation Campus, Oxfordshire

On September 3, 2021, the Company entered into a lease agreement for the lease of approximately 31,000 square feet of laboratory and office space in Harwell, Oxfordshire, which expires in September 2031.

On September 3, 2021, the Company entered into a lease agreement for the lease of approximately 31,000 square feet in Harwell, Oxfordshire, which expires in September 2031.

As the Company’s leases typically do not provide an implicit rate, the Company uses an estimate of its incremental borrowing rate based on the information available at the lease commencement date, being the rate incurred to borrow on a collateralized basis over a similar term at an amount equal to the lease payments in a similar economic environment.

The Company has provided the lessor with a refundable security deposit of $ 0.7 million which is included in Other assets.

In 2024, an impairment charge to write down the U.K.

operating lease right-of-use asset to the estimated recoverable amount was recorded and the estimated useful life of the asset reduced.

In August 2025, the Company ceased the research and development activities undertaken in the laboratory and transitioned the remaining clinical and operational workforce to remote roles.

operating lease right-of-use asset has a value of nil as of December 31, 2025.

The Company is actively marketing the building in Harwell, Oxfordshire, for the remainder of the lease.

Germantown, Maryland

On June 14, 2022, the Company entered into a lease agreement for the lease of approximately 19,700 square feet in Germantown, Maryland.

The site houses the Company’s state-of-the-art wet laboratory and office space in the United States of America.

The lease expires on February 28, 2034, with the Company having a single right to extend for an additional five years on the same terms and conditions other than for the base rent.

The Company had a rent-free period up to February 29, 2024 and is entitled to up to $ 3.5 million for leasehold improvements to the premises desired by the Company.

The Company has provided the lessor with a refundable security deposit of $ 0.2 million which is included in Other assets.

The site houses the Company’s state-of-the-art wet laboratory in the United States of America.

BARINTHUS BIOTHERAPEUTICS PLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The lease expires on February 28, 2034, with the Company having a single right to extend for an additional five years on the same terms and conditions other than for the base rent.

The Company had a rent-free period up to February 29, 2024 and was entitled to up to $ 3.5 million for leasehold improvements to the premises desired by the Company.

The Company has provided the lessor with a refundable security deposit of $ 0.2 million which is included in Other assets.

The Company recorded a right-of-use asset and a lease liability on the effective date of the lease term.

The Company’s right-of-use assets and lease liabilities are as follows (in thousands):

The Company’s right-of-use asset and lease liabilities are as follows (in thousands):

2025 December 31,

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Weighted average discount rate 7.5 % 7.5 %

Short-term lease costs $ — $ 189

Operating leases $ 3,332 $ 1,443

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$ 3,332 $ 1,443

The Company identified circumstances that could indicate that the carrying amount of the U.K.

operating lease right-of-use asset and the property and equipment located in the U.K.

may not be recoverable as of December 31, 2024, as it was more likely than not that the Company would cease the operating activities undertaken in the laboratory and office space in Harwell, Oxfordshire in 2025, significantly before the end of the previously estimated useful lives.

The Company performed an impairment assessment of the U.K.

operating lease right-of-use asset, which is part of the U.K.

asset group, using the income approach and recorded an impairment charge within general and administrative expenses of $ 2.6 million to write down the asset to the estimated recoverable amount.

The Company identified circumstances that could indicate that the carrying amount of the U.S.

operating lease right-of-use asset and the leasehold improvements located in the U.S.

may not be recoverable as of December 31, 2025, as it was more likely than not that the Company would cease some of the operating activities undertaken in the laboratory and office space in Germantown, Maryland in 2026, before the end of the previously estimated useful lives.

The Company performed an impairment assessment of the U.S.

operating lease right-of-use asset, which is part of the U.S.

asset group, using the income approach and recorded an impairment charge within general and administrative expenses of $ 0.4 million (December 31, 2024:

impairment $ 2.6 million) to write down the asset to the estimated recoverable amount.

The impairment charge is subject to a number of assumptions and actual results may differ.

The Company will continue to refine these assumptions as additional information becomes available.

The significant assumptions used in determining the estimated fair value of the U.K.

operating lease right-of-use asset are the timing of successful termination of the Company's U.K.

lease obligations and the value of any charges associated with terminating the Company's U.K.

The significant assumptions used in determining the estimated fair value of the U.S.

operating lease right-of-use asset are the timing of successful sub-leasing of the Company's U.S.

lease obligations and the value of any charges associated with sub-leasing the Company's U.S.

lease obligations.

Significant changes in these inputs could have a material effect on the fair value measurement.

See Note 6 Property and Equipment, Net for details of the impairment assessment performed over the property and equipment within the U.K.

See Note 6 Property and Equipment, Net for details of the impairment assessment performed over the property and equipment within the U.S.

Maturities of the Company’s minimum lease liabilities as of December 31, 2025 were as follows (in thousands):

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Total lease liability $ 11,281

Non-lease and other costs paid to the lessors are primarily related to services provided by the lessors in operating the premises that includes fees, operating costs, taxes, and insurance related to the leased premises.

BARINTHUS BIOTHERAPEUTICS PLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Contemplated Transactions

On September 29, 2025, the Company entered into a merger agreement to combine with Clywedog, a private company advancing novel breakthrough medicines in diabetes.

The Contemplated Transactions are expected to close in the second quarter of 2026, subject to customary closing conditions.

In connection with this strategic combination, the Company may incur additional or contingent costs, including transaction-related legal and advisory fees, and other expenses.

The Company accrued transaction-related legal and advisory fees in the amount of $ 2.8 million for the year ended December 31, 2025 (December 31, 2024:

Regardless of the outcome, there are anticipated additional costs and a focus of management resources on the strategic transaction which may or may not complete.

Other contingencies

The Company is a party to various contractual disputes, litigation, and potential claims arising in the ordinary course of business.

The Company does not believe that the resolution of these matters will have a material adverse effect on its financial position or results of operations.

The Company enters into contracts in the normal course of business with CROs and other third parties for clinical trials and preclinical research studies and testing.

These contracts are generally cancellable by us upon prior notice.

Payments due upon cancellation consist only of payments for services provided or expenses incurred, including noncancellable obligations of our service providers, up to the date of cancellation.

As of the date of issuance of the audited financial statements included herein, the Company does not believe it is party to any claim or litigation the outcome of which, if determined adversely to it, would individually or in the aggregate be reasonably expected to have a material adverse effect on the Company's business.

However, from time to time, the Company could be subject to various legal proceedings and claims that arise in the ordinary course of its business activities.

Regardless of the outcome, legal proceedings can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources and other factors.

Employee Benefit Plans

In the United Kingdom, the Company has adopted a defined contribution plan (the U.K.

In the U.K., the Company has adopted a defined contribution plan (the U.K.

Plan) which qualifies under the rules established by HM Revenue & Customs.

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Related Party Transactions

During the year ended December 31, 2024, the Company incurred expenses of nil (December 31, 2023:

$ 0.4 million) from its shareholder, the University of Oxford, related to clinical study costs.

During the year ended December 31, 2025, the Company incurred expenses of $ 0.4 million (December 31, 2024:

$ 0.8 million) from OUI which is a wholly owned subsidiary of the Company’s shareholder, the University of Oxford, primarily related to patent costs.

During the year ended December 31, 2024, the Company recognized license revenue of $ 15.0 million (December 31, 2023:

During the year ended December 31, 2025, the Company recognized license revenue of nil (December 31, 2024:

$ 15.0 million) from OUI which is a wholly owned subsidiary of the Company’s shareholder, the University of Oxford.

Subsequent Events

In accordance with the terms of the Annual Increase of the Barinthus Biotherapeutics plc Share Award Plan 2021, the total number of ordinary shares available for issuance under the Plan increased by 4 % of the Company’s issued and outstanding ordinary shares as of January 1, 2025.

On January 10, 2025, the Company announced that it will prioritize I&I indications, including antigen-specific immune tolerance.

As a result, the Company has extended the cash runway to the start of 2027 by reducing forecasted costs, including a reduction in headcount by approximately 65 % across both the U.K.

sites, and streamlining the operating costs of the business.

The Company estimates that the pre-tax costs of such reduction in workforce relating to employee severance and other employee-related costs may be in the region of $ 2.5 million with the majority of such costs being incurred in the first half of 2025.

The estimates of the restructuring costs that the Company expects to incur and potential operating expense reductions, and the timing thereof, are subject to a number of assumptions and actual results may differ.

As part of the restructuring, two of the executive leadership team members based in the U.K., the Chief Operating Officer, Graham Griffiths, and Chief Financial Officer, Gemma Brown, will leave the Company.

The Company will not invest in VTP-300 in chronic hepatitis B beyond the completion of the ongoing Phase 2b HBV003 clinical trial and will seek potential partners able to take advantage of its differentiated ability to achieve sustained HBsAg loss and functional cure in patients with low levels of HBsAg.

On January 16, 2025, the liquidation process of Barinthus Biotherapeutics S.r.l.

was completed and the company was cancelled from the Italian Business Register.

In February 2025, the Company granted a total of 1,341,802 share options to employees with a weighted average exercise price of $ 1.00 .

On February 22, 2026, the Company, Topco, Merger Sub and Clywedog entered into an amendment to the Merger Agreement (the “Merger Agreement Amendment”).

Pursuant to the Merger Agreement Amendment, (i) the definition of “Scheme Exchange Ratio” as set forth in Section 1.1 of the Merger Agreement was amended and replaced in its entirety to mean a number between 0.1 and 0.166667 , as finally determined by the Company’s board of directors (or a duly appointed committee thereof), (ii) the definition of “Merger Exchange Ratio” as set forth in Section 1.1 of the Merger Agreement was amended and replaced in its entirety to mean a number between 0.000305 and 0.000508 , as finally determined by Clywedog and the Company in accordance with Section 2.6(d) of the Merger Agreement and correspondingly based on the change to the Scheme Exchange Ratio, in order to maintain the agreed ownership split of Topco following closing of the Combinations, and (iii) the Clywedog Minimum Cash and Beacon Minimum Cash (each as defined in the Merger Agreement) requirements as set forth in Section 8.9 and 9.6 of the Merger Agreement, respectively, are expanded to include required minimum cash amounts based on an assumed closing date of May 31, 2026 and June 30, 2026,

BARINTHUS BIOTHERAPEUTICS PLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

respectively, in light of the unexpected delay in the overall transaction timeline due to the U.S.

federal government shutdowns.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures