Barinthus Biotherapeutics plc. 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures 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 114 Table of Contents 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 The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, and for the assessment of the effectiveness of internal control over financial reporting. The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit the preparation of financial statements in accordance with U.S. GAAP, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of the effectiveness of our internal controls in future periods are subject to the risk that such controls may become inadequate because of changes in conditions, or that the degree of compliance with applicable policies, processes and documentation requirements may deteriorate. In making its assessment of the Company’s internal control over financial reporting as of December 31, 2025, management used the criteria set forth in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and evaluated the internal control over financial reporting. Based on our assessment, management concluded that our internal control over financial reporting was effective as of December 31, 2025, based on criteria in Internal Control-Integrated Framework (2013) issued by the COSO. Attestation Report of the Registered Public Accounting Firm This Annual Report does not include an attestation report of our registered public accounting firm due to an exemption provided by the JOBS Act for “emerging growth companies.” Changes in Internal Control over Financial Reporting There were no changes in our internal control over financial reporting (as defined in Rules 13a‑15(f) and 15d‑15(f) under the Exchange Act) during the quarter ended December 31, 2025 that have materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Item 9B. 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. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not Applicable. 115 Table of Contents PART III Item 10. Directors, Executive Officers and Corporate Governance 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: Name Age Present Position Year Elected to Present Position William Enright 63 Chief Executive Officer and Director 2019 Leon Hooftman 68 Chief Medical Officer 2024 Robin Wright 61 Chairman of the Board of Directors 2018 Alex Hammacher 45 Non-Executive Director 2020 Pierre A. Morgon, PharmD 63 Non-Executive Director 2018 Anne M. Phillips, MD 72 Non-Executive Director 2021 Karen T. Dawes 74 Non-Executive Director 2021 Joseph C. Scheeren 70 Non-Executive Director 2021 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. Mr. 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. Mr. 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. Dr. 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. Dr. 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. Mr. Wright has extensive senior level experience as a Chief Financial Officer of public companies in both the pharmaceutical and biotechnology industries. Mr. 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. Mr. 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. Dr. 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. Dr. 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. 116 Table of Contents Pierre A. Morgon has been a member of our board of directors since January 2018. Dr. Morgon is Chief Executive Officer of MRGN Advisors, an investment strategy advisor, a position he has held since January 2015. Dr. 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. Dr. 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. Dr. 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. Dr. 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. Anne M. Phillips has been a member of our board of directors since February 2021. Dr. 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. Dr. Phillips also served on the board of directors of Trevena Corporation, a biopharmaceutical company, a position she held from 2014 to 2024. Dr. Phillips also served as a member of the board of directors of Carmot Therapeutics, a private biopharmaceutical company, from 2022 to 2023. Dr. 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. Dr. 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. Dr. 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. Karen T. Dawes has been a member of our board of directors since February 2021. Ms. 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. Ms. 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). Ms. Dawes also served as Vice President, Chief Commercial Officer, for Genetics Institute, Inc. Ms. 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. Ms. 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. Ms. 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. Joseph C. Scheeren has been a member of our board of directors since March 2021. Dr. 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. Dr. 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. Dr. Scheeren served as President and Chief Executive Officer of Critical Path Institute, ("C-Path"), a non-profit organization, from April 2019 to March 2021. 117 Table of Contents 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. Dr. Scheeren has served as an advisor to PathBiotech LLC from June 2021 until October 2023. Dr. 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. The full text of our Code of Conduct is posted on the investor relations page of our website at investors.barinthusbio.com/corporate-governance. 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. 118 Table of Contents 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. Name Audit Compensation Nominating and Corporate Governance William Enright Robin Wright * X Alex Hammacher Pierre A. Morgon. ParmD X * Anne M. Phillips, MD * Karen T. Dawes X X Joseph C. Sheeren X X *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. Wright. 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; and • determining whether the Company is required to prepare a financial restatement. Compensation Committee 119 Table of Contents Our compensation committee is currently composed of Anne M. Phillips, Robin Wright and Joseph C. Scheeren, and is chaired by Dr. Phillips. 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; and • 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. Morgon. 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; 120 Table of Contents • 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; and • 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 121 Table of Contents 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. 122 Table of Contents Item 11. Executive Compensation 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". Fees Paid in Cash Option Awards Total Name ($) (1) ($) (1)(2) ($) Alex Hammacher (3) $42,182 $17,295 $59,477 Pierre A. Morgon (4) $61,295 $17,295 $78,590 Robin Wright (5) $92,272 $17,295 $109,567 Anne M. Phillips (6) $55,363 $17,295 $72,658 Joseph C. Scheeren (7) $54,045 $17,295 $71,340 Karen T. Dawes (8) $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: 123 Table of Contents 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 Dr. 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: 124 Table of Contents Name and Principal Position Year Salary ($) Stock Awards ($) (1) Option Awards ($) (1) Non-Equity Incentive Plan Compensation ($) (2) All Other Compensation ($) (3) Total ($) 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 2025 441,259 540,487 119,524 — 36,329 1,137,599 Chief Medical Officer — — — — — — — Geoffrey Lynn 5 2025 301,795 — — — 268,257 570,052 Former Chief Scientific Officer — — — — — — — Gemma Jones 6 2025 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. Dr. Hooftman was not a named executive officer for 2024. (5) Dr. Lynn was not a named executive officer for 2024. Dr. 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. Mrs. 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. 125 Table of Contents 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. Mr. Enright shall be entitled to an annual base salary, subject to periodic increase (but not decrease), target annual bonus opportunity and employee benefits. Under Mr. 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. 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 18 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. Mr. 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. Mr. Enright is also subject to an agreement relating to confidentiality, assignment of inventions, and a twelve-month nonsolicitation and noncompetition covenant. Dr. 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. Dr. Hooftman is entitled to an annual base salary, subject to periodic review, target annual bonus opportunity and employee benefits. Dr. Hooftman’s employment agreement contains standard confidentiality provisions which survive termination and also twelve-month non-competition and non-solicitation restrictive covenants. Dr. 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. Dr. Lynn was entitled to an annual base salary, subject to periodic review, target annual bonus opportunity and employee benefits. Dr. Lynn’s employment had no specified term but could be terminated at will by either party. Under Dr. 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 126 Table of Contents 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. 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 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. Dr. 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. Dr. Lynn’s compensation for such services equaled $18,333.33 per month. If Dr. Lynn provides services after December 31, 2025, he is to be paid $213 per hour for such services. Gemma Jones. 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. Mrs. 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 $1.00). Subsequently, we entered into an agreement with CFGI (UK) Limited for CFO services pursuant to which Mrs. Jones will serve as our Chief Financial Officer. Additional Narrative Disclosure 401(k) Plan. We maintain a tax-qualified retirement plan that provides eligible U.S. employees, including our named executive officers, with an opportunity to save for retirement on a tax-advantaged basis. All participants’ interests in their contributions are 100% vested when contributed. Contributions are allocated to each participant’s individual account and are then invested in selected investment alternatives according to the participants’ directions. The retirement plan is intended to qualify under Section 401(a) of the Code. We match 100 percent of employee contributions, up to 6 percent of each employee’s compensation (as defined in the plan). Health and Welfare Benefits. All of our full-time employees, including our executive officers are eligible to participate in certain medical, disability and life insurance benefit programs offered by us. Outstanding Equity Awards at Fiscal Year-End — 2025 The following table summarizes, for each of our named executive officers, the number of ordinary shares underlying outstanding share options and share awards held as of December 31, 2025. 127 Table of Contents Option Awards (1) Stock Awards Name Vesting Commencement Date Number of Securities Underlying Unexercised Options (#) Exercisable Number of Securities Underlying Unexercised Options (#) Unexercisable Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) Option Exercise Price ($) 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 — 3.70 January 2, 2034 — — February 3, 2025 — 600,000 — 1.00 February 3, 2035 — — Leon Hooftman June 3, 2024 65,055 130,111 — 2.00 June 3, 2034 — — February 3, 2025 — 140,000 — 1.00 February 3, 2034 October 1, 2025 — — — — — 361,530 540,487 Geoffrey Lynn January 3, 2022 174,500 — — 11.12 September 5, 2026 — — January 3, 2023 15,590 — — 2.40 September 5, 2026 — — January 2, 2024 8,069 — — 3.70 September 5, 2026 — — Gemma Jones 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 — — 3.70 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. 128 Table of Contents 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. 129 Table of Contents Item 12. 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; and • 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) 111,721 * Geoffrey Lynn (6) 838,798 2.0 % Gemma Jones (7) 347,464 * Robin Wright (8) 160,295 * Alex Hammacher (9) 94,645 * Pierre A. Morgon (10) 122,545 * Anne M. Philips (11) 94,645 * Karen T. Dawes (12) 93,345 * Joseph C. Scheeren (13) 114,645 * 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. Cawood. 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. Mr. 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. 130 Table of Contents (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. Item 13. 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. 131 Table of Contents Item 14. 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) 810 795 Audit-related fees (2) 405 324 Tax fees (3) — — All other fees (4) 2 2 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. 132 Table of Contents PART IV Item 15. Exhibits, Financial Statement Schedules (a) The following documents are filed as part of this report: (1) Financial Statements. The financial statements filed as part of this report are listed on the Index to Consolidated Financial Statements in Item 8. (2) Financial Statement Schedules. No schedules are submitted because they are not applicable, not required, or because the information is included in the consolidated financial statements or the notes thereto. (3) Exhibits. EXHIBIT INDEX 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 Current Report on Form 8-K (File No. 001-40367) filed on December 14, 2021). 2.2*† Amendment No. 1 to Agreement and Plan of Merger and Reorganization, dated March 11, 2022, by and between Barinthus Biotherapeutics plc and Benjamin Eisler, as Securityholder Agent (Incorporated by reference to Exhibit 2.2 to our Annual Report on Form 10-K (File No. 001-40367) filed on March 25, 2022). 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 our Quarterly Report on Form 10-Q (File No. 001-40367), filed on August 9, 2022). 2.4** 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. filed 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. 001-40367) filed on May 10, 2021)). 4.1 Form of Deposit Agreement (Incorporated by reference to Exhibit 4.1 to our Registration Statement on Form S-1/A (File No. 333-255158) filed on April 27, 2021). 4.2 Form of American Depositary Receipt (included in Exhibit 4.1). 133 Table of Contents 4.3 Description of Registrant’s Securities (Incorporated by reference to Exhibit 4.3 to our Annual Report on Form 10-K (File No. 001-40367) filed on March 25, 2022). 10.1# EMI Option Scheme and form of award agreement thereunder (Incorporated by reference to Exhibit 10.1 to our Registration Statement on Form S-1/A (File No. 333-255158) filed on April 27, 2021). 10.2# 2021 Stock Option and Incentive Plan and forms of award agreements thereunder (Incorporated by reference to Exhibit 10.2 to our Registration Statement on Form S-1/A (File No. 333-255158) filed on April 27, 2021). 10.3# 2021 Employee Share Purchase Plan (Incorporated by reference to Exhibit 10.17 to our Registration Statement on Form S-1/A (File No. 333-255158) filed on April 27, 2021). 10.4† 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). 10.5# 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. 333-255158) filed on April 27, 2021). 10.6#** Form of Employment Agreement between the Registrant and William Enright (Incorporated by reference to Exhibit 10.10 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). 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). 10.9** Lease Agreement by and between Barinthus Biotherapeutics North America , Inc. and ARE-Maryland No. 52, LLC , dated as of June 14 , 2022 . 10.10# 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) . 10.11# 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). 10.12# 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. 134 Table of Contents 23.1* Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm. 24.1* Power of Attorney (included on signature page to this Annual Report). 31.1* Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2* Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1*+ Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 97.1 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 101.SCH* XBRL Taxonomy Extension Schema Document 101.CAL* XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF* XBRL Taxonomy Extension Definition Linkbase Document 101.LAB* XBRL Taxonomy Extension Label Linkbase Document 101.PRE* XBRL Taxonomy Extension Presentation Linkbase Document 104* Cover Page Interactive Data File (the cover page XBRL tags are embedded within the iXBRL document). ___________________________ * Filed or furnished herewith. † Certain portions of this exhibit have been omitted because they are not material and the Registrant customarily and actually treats that information as private or confidential. # 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(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. + The certification furnished in Exhibit 32.1 hereto is deemed to be furnished with this Annual Report and will not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, except to the extent that the Registrant specifically incorporates it by reference. Item 16. Form 10-K Summary Not Applicable. 135 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. March 13, 2026 Barinthus Biotherapeutics plc By: /s/ William Enright William Enright Chief Executive Officer 136 Table of Contents POWER OF ATTORNEY 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: Signature Title Date /s/ William Enright Chief Executive Officer and Director March 13, 2026 William Enright (Principal Executive Officer and Principal Financial Officer) /s/ Gemma Jones Chief Financial Officer March 13, 2026 Gemma Jones (Principal Accounting Officer) /s/ Robin Wright Chairman and Director March 13, 2026 Robin Wright /s/ Alex Hammacher Director March 13, 2026 Alex Hammacher /s/ Pierre A. Morgon Director March 13, 2026 Pierre A. Morgon /s/ Anne M. Phillips Director March 13, 2026 Anne M. Phillips /s/ Karen T. Dawes Director March 13, 2026 Karen T. Dawes /s/ Joseph C. Scheeren Director March 13, 2026 Joseph C. Scheeren 137 Table of Contents INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm PricewaterhouseCoopers LLP (PCAOB ID 876 ) Consolidated Balance Sheets F-1 Consolidated Statements of Operations and Comprehensive Loss F- 2 Consolidated Statements of Stockholders’ Equity F- 3 Consolidated Statements of Cash Flows F- 4 Notes to Consolidated Financial Statements F- 5 Table of Contents Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders of Barinthus Biotherapeutics plc Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Barinthus Biotherapeutics plc and its subsidiaries (the “Company”) as of December 31, 2025 and 2024, and the related consolidated statements of operations and comprehensive loss, of stockholders’ equity and of cash flows for the years then ended, including the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits of these consolidated financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ PricewaterhouseCoopers LLP Reading, United Kingdom March 13, 2026 We have served as the Company’s auditor since 2022. Table of Contents BARINTHUS BIOTHERAPEUTICS PLC CONSOLIDATED BALANCE SHEETS (IN THOUSANDS, EXCEPT NUMBER OF SHARES AND PER SHARE AMOUNTS) As of December 31, 2025 As of December 31, 2024 ASSETS Cash and cash equivalents $ 70,456 $ 110,662 Restricted cash 1,396 1,738 Research and development incentives receivable 1,108 7,139 Prepaid expenses and other current assets 4,830 6,203 Total current assets 77,790 125,742 Property and equipment, net 3,523 7,373 Intangible assets, net 14,288 21,947 Right of use assets, net 1,638 4,384 Other assets 930 881 Total assets $ 98,169 $ 160,327 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 350 $ 2,474 Accrued expenses and other current liabilities 6,249 9,525 Deferred income 1,396 1,738 Operating lease liability - current 2,023 1,920 Total current liabilities 10,018 15,657 Non-current liabilities: Operating lease liability - non-current 9,258 10,087 Contingent consideration 2,871 2,650 Other non-current liabilities 1,476 1,360 Deferred tax liability, net 254 438 Total liabilities $ 23,877 $ 30,192 Commitments and contingencies (Note 16) Stockholders’ equity: Ordinary shares, £ 0.000025 nominal value; 40,848,893 shares authorized, issued and outstanding (December 31, 2024: authorized, issued and outstanding: 40,234,663 ) 1 1 Deferred A shares, £ 1 nominal value; 63,443 shares authorized, issued and outstanding (December 31, 2024: authorized, issued and outstanding: 63,443 ) 86 86 Additional paid-in capital 393,944 393,474 Accumulated deficit ( 304,092 ) ( 237,664 ) Accumulated other comprehensive loss – foreign currency translation adjustments ( 15,731 ) ( 25,868 ) Total stockholders’ equity attributable to Barinthus Biotherapeutics plc shareholders 74,208 130,029 Noncontrolling interest 84 106 Total stockholders’ equity $ 74,292 $ 130,135 Total liabilities and stockholders’ equity $ 98,169 $ 160,327 ___________________________ The accompanying notes are an integral part of these consolidated financial statements. F-1 Table of Contents BARINTHUS BIOTHERAPEUTICS PLC CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (IN THOUSANDS, EXCEPT NUMBER OF SHARES AND PER SHARE AMOUNTS) Year Ended December 31, 2025 December 31, 2024 License revenue 1 $ — $ 14,969 Total revenue — 14,969 Operating expenses Research and development 25,564 42,236 General and administrative 40,830 29,670 Impairment of intangible assets 4,667 — Goodwill impairment — 12,209 Total operating expenses 71,061 84,115 Other operating income 506 1,176 Loss from operations ( 70,555 ) ( 67,970 ) Other income/(expense): Interest income 1,957 2,678 Interest expense ( 51 ) ( 53 ) Research and development incentives 2,000 3,983 Other income 16 135 Total other income, net 3,922 6,743 Loss before income tax ( 66,633 ) ( 61,227 ) Tax benefit 175 44 Net loss ( 66,458 ) ( 61,183 ) Net loss attributable to noncontrolling interest 30 109 Net loss attributable to Barinthus Biotherapeutics plc shareholders ( 66,428 ) ( 61,074 ) Weighted-average ordinary shares outstanding, basic 40,527,218 39,348,240 Weighted-average ordinary shares outstanding, diluted 40,527,218 39,348,240 Net loss per share attributable to ordinary shareholders, basic $ ( 1.64 ) $ ( 1.55 ) Net loss per share attributable to ordinary shareholders, diluted $ ( 1.64 ) $ ( 1.55 ) Net loss $ ( 66,458 ) $ ( 61,183 ) Other comprehensive gain/(loss) – foreign currency translation adjustments 10,145 ( 2,549 ) Comprehensive loss ( 56,313 ) ( 63,732 ) 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 U.K. for the year ended December 31, 2024. The accompanying notes are an integral part of these consolidated financial statements. F-2 Table of Contents BARINTHUS BIOTHERAPEUTICS PLC CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (IN THOUSANDS, EXCEPT NUMBER OF SHARES) Year ended December 31, 2025 Ordinary Shares Deferred A Shares Additional Paid-in-Capital Accumulated Deficit Accumulated Other Comprehensive Loss Total stockholders’ equity attributable to Barinthus Biotherapeutics plc stockholders Noncontrolling Interest Total Stockholders' Equity Shares Amount Shares Amount Balance, January 1, 2025 40,234,663 $ 1 63,443 $ 86 $ 393,474 $ ( 237,664 ) $ ( 25,868 ) $ 130,029 $ 106 $ 130,135 Share based compensation — — — — 468 — — 468 — 468 Issue of ordinary shares, net of issuance costs 614,230 0 1 — — 2 — — 2 — 2 Foreign currency translation adjustments — — — — — — 10,137 10,137 8 10,145 Net loss — — — — — ( 66,428 ) — ( 66,428 ) ( 30 ) ( 66,458 ) Balance, December 31, 2025 40,848,893 $ 1 63,443 $ 86 $ 393,944 $ ( 304,092 ) $ ( 15,731 ) $ 74,208 $ 84 $ 74,292 Year ended December 31, 2024 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 Share based compensation — — — — 4,709 — — 4,709 — 4,709 Issue of ordinary shares, net of issuance costs 1,591,123 0 1 — — 2,163 — — 2,163 — 2,163 Foreign currency translation adjustments — — — — — — ( 2,553 ) ( 2,553 ) 4 ( 2,549 ) Net loss — — — — — ( 61,074 ) — ( 61,074 ) ( 109 ) ( 61,183 ) Balance, December 31, 2024 40,234,663 $ 1 63,443 $ 86 $ 393,474 $ ( 237,664 ) $ ( 25,868 ) $ 130,029 $ 106 $ 130,135 __________________________________ 1 Indicates amount less than one thousand The accompanying notes are an integral part of these consolidated financial statements. F-3 Table of Contents BARINTHUS BIOTHERAPEUTICS PLC CONSOLIDATED STATEMENTS OF CASH FLOWS (IN THOUSANDS) December 31, 2025 December 31, 2024 CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ ( 66,458 ) $ ( 61,183 ) Adjustments to reconcile net loss to net cash used in operating activities: Share based compensation 468 4,709 Impairment of long-lived assets 5,794 5,260 Impairment of goodwill — 12,209 Depreciation and amortization 5,845 5,800 Non-cash lease expenses 3,332 1,443 Unrealized foreign exchange loss 3,742 ( 649 ) Change in contingent consideration 26 866 Non-cash interest expense 51 48 Deferred tax benefit ( 175 ) ( 44 ) Profit on sale of property and equipment ( 245 ) — Changes in operating assets and liabilities: Prepaid expenses and other current assets 1,704 3,643 Research and development incentives receivable 6,417 ( 2,345 ) Accounts payable ( 2,202 ) 898 Accrued expenses and other current liabilities ( 3,793 ) 456 Deferred income ( 506 ) 1,738 Operating lease liabilities ( 1,979 ) ( 1,789 ) 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 provided by/(used) in investing activities $ 416 $ ( 892 ) CASH FLOWS FROM FINANCING ACTIVITIES: Issue of shares from the exercise of stock options 2 0 1 Proceeds from issue of ordinary shares, net of issuance costs — 2,163 Net cash provided by financing activities $ 2 $ 2,163 Effect of exchange rates on cash, cash equivalents and restricted cash 7,013 ( 2,021 ) Net decrease in cash, cash equivalents and restricted cash ( 40,548 ) ( 29,690 ) Cash, cash equivalents and restricted cash, beginning of the period 112,400 142,090 Cash, cash equivalents and restricted cash, end of the period $ 71,852 $ 112,400 ___________________________ 1 Indicates amount less than one thousand The accompanying notes are an integral part of these consolidated financial statements. F-4 Table of Contents BARINTHUS BIOTHERAPEUTICS PLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. Nature of Business and Basis of Presentation Nature of business 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 (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 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. Even if the Company’s development efforts are successful, it is uncertain when, if ever, the Company will generate significant product sales. 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 F-5 Table of Contents 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 The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission for annual financial reporting. The Company’s reporting currency is the U.S. dollar. 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 F-6 Table of Contents BARINTHUS BIOTHERAPEUTICS PLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS development. 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. Guarantees and indemnifications As permitted under the laws of England and Wales, the Company indemnifies its officers, directors, consultants and employees for certain events or occurrences that happen by reason of the relationship with, or position held at, the Company. Through the years ended December 31, 2025 and 2024, the Company had not experienced any losses related to these indemnification obligations, and no claims were outstanding. 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. 2. Summary of Significant Accounting Policies Principles of consolidation The accompanying consolidated financial statements include the accounts of Barinthus Biotherapeutics plc and those entities in which it has a controlling interest. Intercompany amounts are eliminated on consolidation. Amounts attributable to the noncontrolling interest are presented as a separate element of equity in the accompanying consolidated financial statements. 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 income and expenses during the reporting period. 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. 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. Actual results could differ from those estimates and any such differences may be material to the Company’s financial statements. Comprehensive loss Comprehensive loss for all periods presented is comprised primarily of net loss and other comprehensive loss, which solely relates to foreign currency translation adjustments. Foreign currency translation The Company’s reporting currency is the United States dollar. The functional currency of the parent and each subsidiary is the currency of the country and economic environment in which it is located. Assets and liabilities of each legal entity denominated or measured in a currency other than British Pounds are first translated into British pounds and consolidated. The consolidated balances are then converted into United States dollars at period-end exchange rates. Revenues and expenses are translated into British pounds, then into U.S. dollars at average exchange rates for each reporting period. 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 F-7 Table of Contents 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 In 2018, Barinthus Biotherapeutics plc established VOLT with a related party. As of December 31, 2021, Barinthus Biotherapeutics plc had contributed cash and intellectual property with an aggregate value of $ 11.9 million for a 76 % controlling interest. The related party had contributed cash and intellectual property with an aggregate value of $ 3.8 million for a 24 % noncontrolling interest. There were no further contributions in subsequent financial years. The contributed intellectual properties were initially recorded at investment date fair value by VOLT and immediately expensed as research and development costs. 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. Cash and cash equivalents The Company considers all highly liquid investments purchased with remaining maturities of three months or less on the purchase date to be cash and cash equivalents. Cash and cash equivalents include bank demand deposits and money market funds that are actively traded (a Level 1 input). As of December 31, 2025, and 2024 there were no cash equivalents. Revenue The Company recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. The Company has entered into collaboration and license agreements, which are within the scope of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers , to discover, develop, manufacture and commercialize product candidates. The terms of these agreements typically contain multiple promises or obligations, which may include licenses, or options to obtain licenses, to product candidates or future product candidates. Amounts received prior to revenue recognition are recorded as deferred revenue. Amounts expected to be recognized as revenue within the 12 months following the balance sheet date are classified as current portion of deferred revenue in the accompanying consolidated balance sheets. Amounts recognized as revenue, but not yet received are generally recognized as accounts receivable or contract assets. License revenue The Company’s arrangements may provide the collaboration partner with the right to select a target for licensing either at the inception of the arrangement or in the future. Under these arrangements, fees may be due to the Company (i) at the inception of the arrangement as an upfront fee or payment, (ii) upon the exercise of an option to acquire a license or (iii) upon extending the selection period as an extension fee or payment. If an arrangement is determined to contain customer options that allow the customer to acquire additional goods or services at their standalone selling prices, the goods and services underlying the customer options are not considered to be performance obligations at the outset of the arrangement, as they are contingent upon option exercise. The Company evaluates the customer options for material rights, or options to acquire additional goods or services for free or at a discount. If the customer options are determined to represent a material right, the material right is recognized as a separate performance obligation at the inception of the arrangement. The Company allocates the transaction price to material rights based on the relative standalone selling price, which is determined based on the identified discount and the probability that the customer will exercise the option. Amounts allocated to a material right are not recognized as revenue until, at the earliest, the option is exercised or expires. For arrangements that include sales-based milestones and royalties, and the license is deemed to be the predominant item to which the royalties relate, the Company recognizes revenue at the later of (i) when the related sales occur or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied). 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. F-8 Table of Contents BARINTHUS BIOTHERAPEUTICS PLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Research and development services The promises under the Company’s collaboration and license agreements generally include research and development services to be performed by the Company on behalf of the collaboration partner. For performance obligations that include research and development services, the Company recognizes revenue allocated to such performance obligations based on an appropriate measure of progress. The Company utilizes judgment to determine the appropriate method of measuring progress for the purposes of recognizing revenue, which may include an input measure such as costs incurred during the reporting period or ratably over the service period. Reimbursements from the partner are evaluated as to whether the Company acts as a principal or an agent in such relationships. The Company evaluates whether control over the underlying goods or services were obtained prior to transferring these goods or services to the collaboration partner. Where the Company does not control the goods or services prior to transferring these goods or services to the collaboration partner, such reimbursements are presented net of costs. 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 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. The Company evaluates factors such as the scientific, clinical, regulatory, commercial, and other risks that must be overcome to achieve the particular development milestone in making this assessment. There is judgment involved in determining whether it is probable that a significant revenue reversal would not occur. At the end of each reporting period, the Company reevaluates the probability of achievement of all development milestones subject to constraint and, if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis, which would affect revenues and earnings in the period of adjustment. If a milestone or other variable consideration relates specifically to the Company’s efforts to satisfy a single performance obligation or to a specific outcome from satisfying the performance obligation, the Company generally allocates the milestone amount entirely to that performance obligation once it is probable that a significant revenue reversal would not occur. To date, the Company has not recognized any development milestone revenue resulting from any of its arrangements. 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, 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. Payments received in advance of incurring reimbursable expenses are recorded as deferred income. Any remaining unused amounts of the cash payments received will be disclosed as restricted cash in the consolidated balance sheets. Concentrations of credit risk Financial instruments that potentially subject the Company to significant concentration of credit risk consist primarily of cash and cash equivalents and accounts receivable. Periodically, the Company maintains deposits in financial institutions in excess of government insured limits. Management believes that the Company is not exposed to significant credit risk as the Company’s deposits are held at financial institutions that management believes to be of high credit quality and the Company has not experienced any losses in these deposits. The Company’s standard payment terms are typically 30 days. The Company recognizes revenue earned in connection with the license and services provided to customers. The Company provides credit to licensees in the normal course of providing such services based on evaluations of their financial condition and generally does not require collateral. To manage accounts receivable credit risk, the Company monitors the creditworthiness of its licensees. Historically, the Company has not experienced any credit losses related to accounts receivable and does not maintain allowances for uncollectible amounts. F-9 Table of Contents BARINTHUS BIOTHERAPEUTICS PLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Licensees that represented 10% or more of the Company’s revenue are presented below: Revenue Country Year ended December 31, 2025 Year ended December 31, 2024 Oxford University Innovation U.K. — % 100 % Allowance for credit losses The Company evaluates its cash equivalents and accounts receivable for expected credit losses. Expected credit losses represent the portion of the amortized cost basis of a financial asset that an entity does not expect to collect. An allowance for expected credit losses is meant to reflect a risk of loss even if remote, irrespective of the expectation of collection from a particular issuer or debt security. The Company has not historically experienced any credit losses on any of its financial assets. 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. Property and equipment Property and equipment are stated at cost, net of accumulated depreciation and accumulated impairment losses. Expenditures for maintenance and repairs are charged to operating expenses as incurred, whereas major betterments are capitalized as additions to property and equipment. Impairment losses are recorded within general and administrative expenses. Depreciation is recorded using the straight-line method over the estimated useful lives of the assets as follows: Asset Category Estimated Useful Life Office furniture and equipment 3 years Laboratory equipment 4 years Leasehold improvements Lesser of lease term or estimated useful lives Intangible assets acquired through business combinations Intangible assets consist of acquired developed technology. Intangible assets are stated at cost less accumulated amortization and impairment losses. Amortization is computed using the straight-line method over the estimated useful lives of the respective assets, which is 10 years. Impairment 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. Evaluation of recoverability is first based on an estimate of undiscounted future cash flows resulting from the use of the asset or asset group and its eventual disposition. 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, 2025 and 2024. Goodwill Goodwill represents the excess of cost over the fair value of the net tangible and intangible assets of businesses acquired in a business combination. Goodwill is not amortized but rather is tested for impairment at least annually, or more frequently if events or changes in circumstances indicate that the carrying amount of goodwill may not be recoverable. The Company has elected to first assess the qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis of determining whether it is necessary to perform the quantitative goodwill impairment test. 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 F-10 Table of Contents 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. 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 The Company’s financial instruments consist of cash, cash equivalents, restricted cash, accounts receivable, accounts payable, certain accrued expenses and contingent consideration. The carrying amounts of cash, cash equivalents, accounts receivable, security deposits, accounts payable and accrued expenses approximate their fair value due to the short-term nature of those financial instruments. F-11 Table of Contents BARINTHUS BIOTHERAPEUTICS PLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Fair value measurements The Company follows the guidance in ASC 820, Fair Value Measurements and Disclosures , which defines fair value and establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below: - Level 1 – Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. - Level 2 – Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly. - Level 3 – Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Fair value is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, the Company’s own assumptions are set to reflect those that market participants would use in pricing the asset or liability at the measurement date. The Company uses prices and inputs that are current as of the measurement date, including during periods of market dislocation. In periods of market dislocation, the observability of prices and inputs may change for many instruments. This condition could cause an instrument to be reclassified within levels in the fair value hierarchy. There were no transfers within the fair value hierarchy during the years ended December 31, 2025 and 2024. The Company recognizes a contingent consideration liability related to the acquisition of Avidea Technologies, Inc. The liability is remeasured to fair value at each reporting date until the contingency is resolved. The fair value of the contingent consideration is a Level 3 valuation determined using significant unobservable inputs being the probability of success of achievement of the milestones and the expected date of the milestone achievement. Changes in fair value are recognized in general and administrative expenses in the consolidated statements of operations and comprehensive loss. Leases Leases are accounted for under ASC 842, Leases (“ASC 842”) resulting in the recognition of lease liabilities and right-of-use assets. The Company only has operating leases. The Company has elected the practical expedient allowed under ASC 842 to account for each lease component (e.g., the right to use office space) and the associated non-lease components (e.g., maintenance services) as a single lease component. The Company also elected the short-term lease accounting policy for all asset classes; therefore, the Company is not recognizing a lease liability or right-of-use asset for any lease that, at the commencement date, has a lease term of 12 months or less and does not include an option to purchase the underlying asset that the Company is reasonably certain to exercise. Variable lease payments such as the Company’s share of real estate taxes, utilities, and common area maintenance, are reported as non-lease operating expenses. Right-of-use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Right-of-use assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. 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 in determining the present value of lease payments. Right-of-use assets also include the effect of any lease payments made and exclude lease incentives. The lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Operating lease expense is recognized as part of total operating expenses on a straight-line basis over the lease term. The difference between the value of the right of use asset and lease liability is due to the reclassification of prepaid rent and unamortized lease incentives. F-12 Table of Contents BARINTHUS BIOTHERAPEUTICS PLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Research and development Research and development costs are expensed as incurred on an accrual basis. Research and development costs include payroll and personnel expense (including share-based compensation), consulting costs, external contract research and development expenses, raw materials, drug product manufacturing costs, and allocated overheads including depreciation and amortization, facility costs, and utilities. Research and development costs that are paid in advance of performance are capitalized as a prepaid expense and amortized over the service period as the services are provided. Clinical trial costs Clinical trial costs are a component of research and development expenses. The Company accrues and expenses clinical trial activities performed by third parties based on an evaluation of the progress to completion of specific tasks using data such as patient enrollment, clinical site activation, and other information provided to the Company by its vendors. Patent and licensing 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 Ordinary shares are classified in stockholders’ equity and represent issued share capital. Additional paid-in capital Additional paid-in capital is classified in stockholders’ equity and represents the share premium account, where the difference between the price paid per share and the nominal value is recognized. The equity element of share based compensation is also recognized in additional paid in capital. Share based compensation The Company grants options over ordinary shares and restricted shares units to employees or non-executive directors and accounts for share based compensation using the grant date fair value. Share based compensation awards are classified in the accompanying statements of operations and comprehensive loss based on the function to which the related services are provided. For service-based awards, compensation expense is generally recognized over the requisite service period of the awards, usually the vesting period. The Company applies the “multiple option” method of allocating expense. In applying this method, each vesting tranche of an award is treated as a separate grant and recognized on a straight-line basis over that tranche’s vesting period. For performance-based awards where the vesting of the awards may be accelerated upon the achievement of certain milestones, vesting and the related share-based compensation is recognized as an expense when it is probable the milestone will be met. Assumptions used in the option pricing model include the following: Expected volatility. Previously there was insufficient trading history for the Company’s ordinary shares, therefore the expected price volatility for the Company's ordinary shares was estimated using the average historical volatility of industry peers’ shares as of the grant date of the Company's options over a period of history commensurate with the expected life of the options. When selecting industry peers used in measuring implied volatility, the Company considered the similarity of their products and business lines, as well as their stage of development, size and financial leverage. The Company applied this process consistently using the same or similar public companies until 2023. 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 . The expected term of the Company’s share options has been determined utilizing the “simplified” method for awards that qualify as “plain-vanilla” options. The “simplified” method was determined to be appropriate as the Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term due to the limited period of time its equity shares have been publicly traded. Risk-free interest rate . The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods that are approximately equal to the expected term of the award. F-13 Table of Contents BARINTHUS BIOTHERAPEUTICS PLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Expected dividend. Expected dividend yield of zero is based on the fact that the Company has never paid cash dividends on ordinary shares and does not expect to pay any cash dividends in the foreseeable future. The Company has elected to recognize the effect of forfeitures on share-based compensation when they occur. Any differences in compensation recognized at the time of forfeiture are recorded as a cumulative adjustment in the period where the forfeiture occurs. When awards are modified, the Company compares the fair value of the affected award measured immediately prior to modification to its value after modification. 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. Income taxes 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. A valuation allowance is recorded when it is more likely than not that some or all of the deferred tax assets will not be realized. The Company determines whether it is more likely than not that a tax position will be sustained upon examination. If it is not more likely than not that a position will be sustained, none of the benefit attributable to the position is recognized. The tax benefit to be recognized for any tax position that meets the more-likely-than-not recognition threshold is calculated as the largest amount that is more than 50% likely of being realized upon resolution of the contingency. The Company accounts for interest and penalties related to uncertain tax positions as part of its provision for income taxes. To date, the Company has not incurred interest and penalties related to uncertain tax positions nor has it recorded any unrecognized tax benefits. Research and development incentives 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. 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. As the realization of the tax relief does not depend on our generation of future taxable income or the Company’s ongoing tax status or tax position, the Company does not consider the tax relief as an element of income tax accounting under ASC 740, Income taxes and records the tax relief as a form of government grant or assistance. For the years ended December 31, 2025 and 2024, the Company recognized research and development incentives of $ 2.0 million and $ 4.0 million respectively. Net loss per share Basic net loss per share is computed by dividing the net loss attributable to ordinary shareholders by the weighted-average number of ordinary shares outstanding for the reporting period without consideration for potentially dilutive securities. Net loss attributable to ordinary shareholders is computed as if all net loss for the period had been distributed. During periods in which the Company incurred a net loss, the Company allocates no net loss to participating securities because they do not have a contractual obligation to share in the net loss of the Company. F-14 Table of Contents BARINTHUS BIOTHERAPEUTICS PLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The Company computes diluted net loss per ordinary share after giving consideration to all potentially dilutive ordinary equivalents, including stock options outstanding during the period, except where the effect of such non-participating securities would be antidilutive. Diluted net loss per share is computed by dividing the net loss attributable to ordinary shareholders by the weighted-average number of ordinary shares and dilutive ordinary share equivalents outstanding for the period, determined using the treasury-stock and if-converted methods. Contingent liabilities A provision for contingent liabilities is recorded when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. With respect to legal matters, provisions are reviewed and adjusted to reflect the impact of negotiations, estimated settlements, legal rulings, advice of legal counsel and other information and events pertaining to a particular matter. The Company is a party to certain litigation and disputes arising in the normal course of business. As of December 31, 2025, the Company does not expect that such matters will have a material adverse effect on the Company’s business, financial position, results of operations, or cash flows. Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by 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 applications 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. Recently Issued Accounting Pronouncements 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 F-15 Table of Contents 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. 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. F-16 Table of Contents BARINTHUS BIOTHERAPEUTICS PLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 3 . Segment information Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker ("CODM"), the Company’s Chief Executive Officer, in making decisions regarding resource allocation and assessing performance. The CODM approves key operating and strategic decisions, including key decisions in clinical development and clinical operating activities, entering into significant contracts and approves the Company's consolidated operating budget. The Company views its operations and manages its business as one operating segment, the research and development of immunotherapies and vaccines. 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 the Company's significant segment expenses: Year ended December 31, 2025 Year ended December 31, 2024 Direct research and development expenses: VTP-1000 Celiac $ 6,063 $ 5,486 Barinthus legacy assets 1 8,531 18,223 Total direct research and development expenses $ 14,594 $ 23,709 Indirect research and development expenses: Personnel-related (including share-based compensation) 8,413 15,867 Facility related 1,370 1,249 Other indirect costs 1,187 1,411 Total indirect research and development expenses 10,970 18,527 Total research and development expenses $ 25,564 $ 42,236 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: the U.S. and the U.K. The following table summarizes the Company’s long-lived assets, which include the Company’s intangible assets, property and equipment, net and right-of-use assets by geography: Year ended December 31, 2025 Year ended December 31, 2024 United States $ 19,449 $ 28,907 United Kingdom — 4,797 $ 19,449 $ 33,704 4. 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. F-17 Table of Contents BARINTHUS BIOTHERAPEUTICS PLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 5. Net Loss Per Share The following table sets forth the computation of basic and diluted net loss per share for the years ended December 31, 2025 and 2024 (in thousands, except number of shares and per share amounts): Year Ended December 31, Numerator: 2025 2024 Net loss $ ( 66,458 ) $ ( 61,183 ) Net loss attributable to noncontrolling interest 30 109 Net loss attributable to Barinthus Biotherapeutics plc shareholders $ ( 66,428 ) $ ( 61,074 ) Denominator: Weighted-average ordinary shares outstanding, basic 40,527,218 39,348,240 Weighted-average ordinary shares outstanding, diluted 40,527,218 39,348,240 Net loss per share attributable to ordinary shareholders, basic $ ( 1.64 ) $ ( 1.55 ) Net loss per share attributable to ordinary shareholders, diluted $ ( 1.64 ) $ ( 1.55 ) Since the Company was in a loss position for all periods presented, basic net loss per share is the same as diluted net loss per share, as the inclusion of all potential ordinary share equivalents outstanding would have been anti-dilutive. For the year ended December 31, 2025, 5,976,157 (December 31, 2024: 7,285,275 ) potential ordinary shares issuable for stock options were excluded from the computation of diluted weighted-average shares outstanding because including them would have had an anti-dilutive effect. 6. Property and Equipment, Net Property and equipment, net consists of the following (in thousands): December 31, 2025 December 31, 2024 Office furniture and equipment $ 452 $ 1,333 Laboratory equipment 1,752 6,178 Leasehold improvements 8,910 9,282 Property and equipment, at cost 11,114 16,793 Less: accumulated depreciation and impairment charges ( 7,591 ) ( 9,420 ) Property and equipment, net $ 3,523 $ 7,373 Depreciation expense for the year ended December 31, 2025 was $ 2.9 million (December 31, 2024: $ 2.6 million). 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. and 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: U.K. 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 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 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. asset group. F-18 Table of Contents BARINTHUS BIOTHERAPEUTICS PLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 7. Intangible Assets, Net The gross amount of amortizable intangible assets, consisting of acquired developed technology, was $ 31.6 million at both December 31, 2025 and 2024 and accumulated amortization was $ 17.3 million and $ 9.7 million as of December 31, 2025 and 2024, respectively. The amortization expense for the year ended December 31, 2025 was $ 3.0 million (December 31, 2024: $ 3.2 million). The estimated annual amortization expense is $ 2.5 million for the years 2026 through to 2031. 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. 8. Prepaid and Other Current Assets Prepaid and other current assets consist of the following (in thousands): December 31, 2025 December 31, 2024 Prepayments $ 4,518 $ 5,859 Value Added Tax receivable 197 — Other 115 344 Total $ 4,830 $ 6,203 9. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consist of the following (in thousands): December 31, 2025 December 31, 2024 Accrued manufacturing and clinical expenses $ 1,786 $ 3,326 Value Added Tax payable — 2,416 Accrued bonus — 1,774 Accrued payroll and employee benefits 245 656 Accrued professional fees 3,677 737 Accrued other 541 616 Total $ 6,249 $ 9,525 F-19 Table of Contents BARINTHUS BIOTHERAPEUTICS PLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 10. Grant Income 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 $ 1.4 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 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. Changes in deferred income during the years ended December 31, 2025 and 2024, are as follows (in thousands): December 31, 2025 December 31, 2024 Beginning balance $ 1,738 $ — Cash payments received — 2,989 Other operating income recognized related to the Funding Agreement ( 435 ) ( 1,176 ) Foreign exchange translation 93 ( 75 ) Ending balance $ 1,396 $ 1,738 11. Ordinary Shares All ordinary shares rank pari passu as a single class. The following is a summary of the rights and privileges of the holders of ordinary shares as of December 31, 2025: Liquidation preference: 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. Dividends: 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. F-20 Table of Contents BARINTHUS BIOTHERAPEUTICS PLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Voting Rights: 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 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, 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 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: Exercise of stock options 5,976,157 Shares available for future stock incentive plan awards 3,248,605 Total 9,224,762 12. Deferred Shares All deferred shares rank pari passu as a single class. 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. 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. F-21 Table of Contents BARINTHUS BIOTHERAPEUTICS PLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 13. Fair Value 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 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 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 Foreign exchange translation recognized in other comprehensive loss 195 ( 39 ) Ending balance $ 2,871 $ 2,650 14. Share-Based Compensation On April 8, 2021, the Board of the Company adopted the Barinthus Biotherapeutics plc Share Award Plan 2021 (“the Plan”) and the Barinthus Biotherapeutics plc Non-Employee Sub-Plan which is a sub-plan of the Plan. Under the terms of the Plan, the Board is permitted to grant awards to employees as restricted share units, options, share appreciation rights and restricted shares. The aggregate number of shares initially available for issuance under the Plan and the Barinthus Biotherapeutics plc Non-Employee Sub-Plan cannot exceed 3,675,680 ordinary shares (the “Initial Limit”). Beginning calendar year 2022, the total number of ordinary shares available for issuance under the Plan shall be increased on January 1 of each year in an amount equal to the lesser of (i) 4 % of the Company’s issued and outstanding ordinary shares (which 4 % limit shall be measured as of January 1 of such year) and (ii) such number of ordinary shares as determined by the Compensation Committee of the Board in its discretion (the “Annual Increase”). In accordance with the terms of the Annual Increase, the total number of ordinary shares available for issuance under the Plan increased by 1,609,386 as of January 1, 2025. The awards generally vest based on the grantee’s continued service with the Company during a specified period following grant as determined by the Board and generally expire ten years from the grant date. Option awards generally vest over three years , but vesting conditions can vary at the discretion of the Company’s Board. As of December 31, 2025 and 2024, 3,248,605 and 1,906,080 ordinary shares are available for future grants, respectively. In 2018, the Company’s board of directors adopted the Enterprise Management Incentive Share Option Scheme (the “EMI Plan”) which provided for the grant of incentive stock options and nonqualified stock options to non-director employees of the Company. The Company also has a nonqualified stock option plan for officers and directors. The awards generally vest based on the grantee’s continued service with the Company during a specified period following grant as determined by the board of directors and generally expire ten years from the grant date. Option awards generally vest over three years , but vesting conditions can vary at the discretion of the Company’s board of directors. A total of 3,530,634 ordinary shares were reserved for issuance in accordance with the provisions of the EMI Plan and restricted stock unit (“RSUs”) plan. Upon adoption of the Plan, no further awards are to be made under the EMI Plan. F-22 Table of Contents BARINTHUS BIOTHERAPEUTICS PLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The fair value of each stock option issued to employees was estimated at the date of grant using Black-Scholes with the following weighted-average assumptions: Year Ended, 2025 2024 Expected volatility 114.07 % 108.73 % Expected term (years) 6 6 Risk-free interest rate 4.4 % 4.0 % Expected dividend yield — % — % Expected volatility: Previously there was insufficient trading history for the Company’s ordinary shares, therefore the expected price volatility for our ordinary shares was estimated using the average historical volatility of industry peers’ shares as of the grant date of our options over a period of history commensurate with the expected life of the options. When selecting industry peers used in measuring implied volatility, the Company considered the similarity of their products and business lines, as well as their stage of development, size and financial leverage. The Company applied this process consistently using the same or similar public companies until 2023. 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): Expected term represents the period that the Company’s option grants are expected to be outstanding. There is not sufficient historical share exercise data to calculate the expected term of the stock options. Therefore, the Company elected to utilize the simplified method to value option grants. Under this approach, the weighted-average expected life is presumed to be the average of the vesting term and the contractual term of the option. Risk-free interest rate: The Company determined the risk-free interest rate by using a weighted-average equivalent to the expected term based on the daily U.S. Treasury yield curve rate in effect as of the date of grant. Expected dividend yield: The Company does not anticipate paying any dividends in the foreseeable future. A summary of stock option activity is presented below: Number of Stock Options Weighted- average Exercise Price Per Option Weighted- average Remaining Contractual Term (Years) Aggregate Intrinsic Value (in thousands) Outstanding, January 1, 2025 7,285,275 $ 5.76 7.61 $ 942 Granted 1,470,812 1.00 Exercised ( 614,230 ) 0.00010 Forfeited/expired ( 2,165,700 ) 2.74 Outstanding, December 31, 2025 5,976,157 $ 6.28 2.28 $ 37 Exercisable, December 31, 2025 4,351,787 $ 7.94 1.81 $ 37 The weighted-average grant date per-share fair value of stock options granted during the year ended December 31, 2025 was $ 0.85 per share (December 31, 2024: $ 2.66 per share). The aggregate intrinsic value of stock options exercised during the year ended December 31, 2025 was $ 0.2 million (December 31, 2024: $ 0.4 million). As of December 31, 2025, there was $ 0.6 million (2024: $ 3.1 million) of unrecognized compensation cost related to stock options, which is expected to be recognized over a weighted-average period of 1.42 years (2024: 1.46 years). F-23 Table of Contents BARINTHUS BIOTHERAPEUTICS PLC 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): Year ended December 31, 2025 Year ended December 31, 2024 Research and development $ 133 $ 1,680 General and administrative 335 3,029 Total $ 468 $ 4,709 F-24 Table of Contents BARINTHUS BIOTHERAPEUTICS PLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 15. Income Taxes Loss before income before income taxes are as follows (in thousands): Year ended December 31, 2025 Year ended December 31, 2024 United Kingdom $ ( 42,544 ) $ ( 27,510 ) United States ( 24,053 ) ( 32,833 ) Other foreign ( 36 ) ( 884 ) Loss before income taxes $ ( 66,633 ) $ ( 61,227 ) The components of income tax benefit are as follows (in thousands): Year ended December 31, 2025 Year ended December 31, 2024 Current income tax benefit/(expense): United States $ — $ ( 70 ) Other Foreign ( 9 ) ( 22 ) Deferred income tax benefit: United States 184 136 Total income tax benefit $ 175 $ 44 A reconciliation of the U.K. statutory income tax rate to the Company's effective tax rate as reflected in the consolidated financial statements is as follows: 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: 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. F-25 Table of Contents BARINTHUS BIOTHERAPEUTICS PLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income and for tax carryforwards. Significant components of the Company’s deferred tax assets and liabilities are as follows (in thousands): December 31, 2025 December 31, 2024 Deferred tax assets: Net operating loss carryforwards $ 40,691 $ 26,040 Research and development credit carryforwards 313 47 Share based compensation 4,190 4,753 Lease liability 2,965 3,156 Accruals 28 — Intangible amortization 459 452 Capitalized Research and Development expenditure 4,765 6,185 Other 62 10 Gross deferred tax asset 53,473 40,643 Valuation allowance ( 46,266 ) ( 30,830 ) Net deferred tax assets 7,207 9,813 Deferred tax liabilities: Depreciation ( 1,130 ) ( 1,815 ) Right-of-use lease asset ( 1,060 ) ( 1,149 ) Undistributed earnings of subsidiaries ( 1,339 ) ( 1,248 ) Intangible assets ( 3,932 ) ( 6,039 ) Net deferred tax liabilities ( 7,461 ) ( 10,251 ) Total deferred tax, net $ ( 254 ) $ ( 438 ) Specified research and experimentation costs under Section 174 of the Internal Revenue Code are required to be capitalized and amortized ratably over five years for domestic expenditures and over 15 years for foreign expenditures. This provision of Section 174 became effective for tax years beginning after December 31, 2021. As a result of the capitalization of these costs in the current year, the Company has recorded a $ 4.8 million deferred tax asset (2024: $ 6.2 million). As of December 31, 2025, the Company had a valuation allowance of $ 46.3 million (2024: $ 30.8 million) against its deferred tax assets, which consisted principally of net operating loss and research and development credit carryforwards. The Company considered the positive and negative evidence bearing upon its ability to realize the deferred tax assets. In addition to the Company’s history of cumulative losses, the Company cannot be certain that future taxable income will be sufficient to realize its deferred tax assets. Accordingly, a valuation allowance has been provided against its deferred tax assets. When the Company changes its determination as to the amount of its deferred tax assets that can be realized, the valuation allowance is adjusted with a corresponding impact to the provision for income taxes in the period in which such determination is made. Changes in the valuation allowance for deferred tax assets during the years ended December 31, 2025 and 2024 related primarily to the increase in net operating loss and credit carryforwards, and were as follows: Year ended December 31, 2025 Year ended December 31, 2024 Valuations allowance at beginning of year $ 30,830 $ 25,057 Changes in valuation allowance arising from in-year additions — — Increases recorded to income tax provision 13,634 6,123 Foreign exchange translation 1,802 ( 350 ) Valuation allowance at end of year $ 46,266 $ 30,830 F-26 Table of Contents BARINTHUS BIOTHERAPEUTICS PLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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, 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 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 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. 16. Commitments and Contingencies In-License Agreements 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. The agreements cover a variety of fields, including influenza, cancer, HPV, HBV and MERS. The Company’s obligations for future payments under these arrangements are dependent on its ability to develop promising drug candidates, the potential market for these candidates and potential competing products, and the payment mechanisms in place in countries where the Company retains the right to sell. Each agreement provides for specific milestone payments, typically triggered by achievement of certain testing phases in human candidates, and future royalties ranging from 1 to 5 % for direct sales of a covered product to 3 % to 7 % of net payments received for allowable sublicenses of technology developed by the Company. 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 or accrued any material payments under these license agreements during the years ended December 31, 2025, and 2024. Leases 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 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. The U.K. 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 in the United States of America. F-27 Table of Contents 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 asset and lease liabilities are as follows (in thousands): December 31, 2025 December 31, 2024 Right-of-use asset $ 1,638 $ 4,384 Lease liability, current $ 2,023 $ 1,920 Lease liability, non-current $ 9,258 $ 10,087 Other information Operating cash flows from operating leases $ 1,979 $ 1,789 Weighted average remaining lease term (years) 6.98 7.98 Weighted average discount rate 7.5 % 7.5 % Lease Costs Operating leases $ 3,332 $ 1,443 Total lease cost $ 3,332 $ 1,443 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: U.K. 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.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.S. asset group. Maturities of the Company’s minimum lease liabilities as of December 31, 2025 were as follows (in thousands): Maturity of lease liabilities: 2026 $ 2,025 2027 2,050 2028 2,076 2029 2,102 2030 2,129 Thereafter 3,940 Total minimum lease payments 14,322 Less: imputed interest ( 3,041 ) Total lease liability $ 11,281 F-28 Table of Contents BARINTHUS BIOTHERAPEUTICS PLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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. 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: nil ). 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 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. 17. Employee Benefit Plans 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. Contributions to the U.K. Plan are charged to the consolidated statements of operations and comprehensive loss in the year to which they relate. The Company has 401(k) defined contribution retirement plans in which all its employees located in the United States are eligible to participate. Eligible employees may elect to contribute up to the maximum limits, as set by the Internal Revenue Service, of their eligible compensation. Contributions to the plans are charged to the consolidated statements of operations and comprehensive loss in the year to which they relate. During the year ended December 31, 2025, the Company provided a total of $ 0.5 million (December 31, 2024: $ 0.8 million) in contributions under both the U.K. Plan and the 401(k) plans. 18. Related Party Transactions 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, 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. 19. Subsequent Events 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, F-29 Table of Contents 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. 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