What changed in this filing

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Item 9A. Controls and Procedures

2026-02-17 compared with 2025-02-18 · 560 added, 310 removed, 1408 unchanged (38% of the section changed)

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(the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of income, comprehensive income, cash flows and stockholders’ equity for each of the three years in the period ended December 31, 2024, and the related notes and the financial statement schedule listed in the Index at Item 15(a) (2) and our report dated February 18, 2025 expressed an unqualified opinion thereon.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2025 and 2024, the related consolidated statements of income, comprehensive income, cash flows and stockholders’ equity for each of the three years in the period ended December 31, 2025, and the related notes and financial statement schedule listed in the Index at Item 15(a)(2) and our report dated February 17, 2026 expressed an unqualified opinion thereon.

Basis for Opinion

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Other Information

During the three months ended December 31, 2024, no director or officer adopted or terminated any Rule 10b5-1 trading arrangement or non-rule 10b5-1 trading arrangement (as such terms are defined pursuant to Item 408 of Regulation S-K).

During the three months ended December 31, 2025, the following officers adopted or terminated a Rule 10b5-1 trading arrangement (as such terms are defined pursuant to Item 408 of Regulation S-K) as noted in the table below.

Trading Arrangement

Name and Title

Non-Rule 10b5-1**

Total Shares To Be Sold

Expiration Date

700,000 7/30/2027

President and Chief Executive Officer

Nicole LaBrosse

Senior Vice President and Chief Financial Officer

* Contract, instruction or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.

** Non-Rule 10b5-1 trading arrangement as defined in Item 408(c) of Regulation S-K under the Exchange Act.

*** Includes restricted stock units less the amount of shares that will be withheld to satisfy the payment of tax withholding obligations due upon vesting.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

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The information required by this item regarding our insider trading policies and procedures is incorporated by reference to the information under the caption “Insider Trading Policies and Procedures” to be contained in our Proxy Statement.

The information required by this item regarding any delinquent Section 16(a) reporting is incorporated by reference to the information under the caption “Delinquent Section 16(a) Reports” to be contained in our Proxy Statement.

Executive Officers

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Throughout her career, Dr.

Torley has led several successful product launches, including Kyprolis ® , Prolia ® , Sensipar ® , and Miacalcin ® .

Torley has led several successful product launches, including Kyprolis ® , Prolia ® , Sensipar ® , and

Miacalcin ® .

Prior to joining Halozyme, Dr.

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Prior to joining the Company, Ms.

LaBrosse was an auditor with

PricewaterhouseCoopers, LLP from 2004 to 2015.

LaBrosse was an auditor with PricewaterhouseCoopers, LLP from 2004 to 2015.

She received a certified public accounting license after receiving a B.S.

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from Boston College Law School.

LaBarre (61), Senior Vice President, Chief Technical Officer.

LaBarre joined Halozyme in June 2008 as Vice President, Product Development and has served in various officer positions most recently as Senior Vice President, Chief Technical Officer since January 2020.

Prior to joining Halozyme, Dr.

LaBarre served as Vice President, Product Development at Paramount BioSciences, a pharmaceutical company, from April 2006 to June 2008.

Prior to that he served as Director, Analytical and Protein Biochemistry, Discovery Research at Biogen Idec, a pharmaceutical company, from December 2003 to April 2006.

He also served in various research and development roles at IDEC Pharmaceuticals Corporation, a pharmaceutical company, from November 1995 to December 2003 most recently as Director, Analytical and Formulation Sciences, R&D.

Prior to joining IDEC, Dr.

LaBarre held research and development positions at various pharmaceutical companies from July 1992 to November 1995.

LaBarre received his Ph.D.

in Chemistry from the University of Arizona and his B.S.

in Chemistry from Southampton College of Long Island University.

Cortney Caudill (49), Senior Vice President, Chief Operating Officer.

Caudill has served as the Halozyme’s Senior Vice President, Chief Operating Officer since October 2025 and previously served as Senior Vice President, Chief Operations Officer since October 2023.

Prior to joining Halozyme, from 2019 to October 2023, Ms.

Caudill served in roles with increasing responsibility at Aeglea Biotherapeutics, Inc., a biotechnology company, including Vice President of Manufacturing, Senior Vice President, Technical Operations and most recently Chief Product Officer.

From 2002 to 2018, she held operational roles of increasing responsibility at various life sciences companies such as Cambrex Bioscience, Vaxagen, Inc., Genentech, Vetter Pharma International, Samsung Biologics, Baxalta and Eaulife NA.

She received her B.S.

degree in biology and her B.A.

degree in psychology from the University of Texas.

Executive Compensation

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Number Exhibit Title Herewith Form Date Filed

2.1 A greement and Plan of Merger, dated as of S eptember 30, 2025, by and among Halo zyme Ther apeutics, Inc., Erraid Merger Sub Inc., Elek trofi, Inc.

and Shareholder Representative Services LLC, sol ely in its capacity as the representative of the secu rity h olders as set forth in the Merger Agreement

8-K 10/3/2025

3.1 Amended and Restated Certification of Incorporation of Halozyme Therapeutics, Inc.

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8-K 8/18/2022

4.5 2031 Convertible Notes Indenture, dated November 12, 2025 between Halozyme Therapeutics, Inc.

and The Bank of New York Mellon Trust Company, N.A., as trustee.

8-K 11/12/2025

4.6 Form of 0% Convertible Senior Notes due 2031 (included in Exhibit 4.5 hereto).

8-K 11/12/2025

4.7 2032 Convertible Notes Indenture, dated November 12, 2025 between Halozyme Therapeutics, Inc.

and The Bank of New York Mellon Trust Company, N.A., as trustee.

8-K 11/12/2025

4.8 Form of 0.875% Convertible Senior Notes due 2032 (included in Exhibit 4.

8-K 11/12/2025

4.9 Description of Securities

10-K 2/22/2022

10.1 Form of Capped Call Confirmation

10.1 Form of Capped Call Confirmation in connection with 1.0% Convertible Senior Notes due 2028

8-K 8/18/2022

10.2 Form of Capped Call Confirmation in connection with 0.0% Convertible Senior Notes due 2031 and 0.875% Convertible Senior Notes due 2032

8-K 11/12/2025

10.3 Credit Agreement, dated as of May 24, 2022, by and among Halozyme Therapeutics, Inc., the Guarantors, Bank of America N.A.

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2 to the Credit Agreement

10.7 A mendment No.

3 to the Cre dit Agreement

10.8 Agreement for Assignment and Assumption of Lease, Del Mar Corporate Centre I Office Lease and First Amendment to Office Lease

10-Q 5/10/2022

Incorporated by Reference

Exhibit Filed

Number Exhibit Title Herewith Form Date Filed

10.9 Lease Agreement, dated July 1, 2019, by and between Antares Pharma, Inc.

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Form of Performance Stock Units (2021 Stock Plan)

Incorporated by Reference

Exhibit Filed

Number Exhibit Title Herewith Form Date Filed

Form of Directors Restricted Stock Units Agreement (2021 Stock Plan)

Form of Director Stock Option Agreement (2021 Plan)

F orm of 2025 Deal /Nomination Performance Stock Units Agreement (2021 Stock Plan)

F orm of 20 25 Relative T S R Performance Stock Units Agreem e nt (2021 S tock Plan)

Halozyme Therapeutics, Inc.

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10-Q 8/10/2015

Incorporated by Reference

Exhibit Filed

Number Exhibit Title Herewith Form Date Filed

Form of Stock Option Agreement (2011 Stock Plan - grants made on or after 11/4/2015)

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10-K 2/22/2022

Incorporated by Reference

Exhibit Filed

Number Exhibit Title Herewith Form Date Filed

Halozyme Therapeutics, Inc Directors Deferred Equity Compensation Plan

10-K 2/22/2022

H alozyme Therapeutics, Inc.

Transition and Release Agreement between Halozyme Therapeutics, Inc.

and Nicole LaBrosse, dated November 18, 2025

C EO PSU Agreement, Ab solute Stock Price Grant (2021 S tock Plan)

Halozyme Therapeutics, Inc.

Insider Trading Policy

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101.PRE XBRL Taxonomy Presentation Linkbase X

Incorporated by Reference

Exhibit Filed

Number Exhibit Title Herewith Form Date Filed

104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) X

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Mahesh Krishnan, M.D.

/s/ Connie L.

/s/ James Lang

Director February 17, 2026

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We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

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

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

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

Determination of Overall Transaction Price for Collaboration Agreements

Description of the Matter

At December 31, 2024, the Company has eleven collaboration agreements.

At December 31, 2025, the Company has thirteen collaboration agreements.

As discussed in Notes 2 and 5 of the financial statements, amounts are included in the transaction price when management determines that it is probable that the amount will not result in a significant reversal of revenue in the future.

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We performed a lookback analysis to validate the Company’s accuracy of determining the probability of achieving these milestones.

Valuation of the customer relationship intangible assets acquired in connection with the Elektrofi, Inc.

Description of the Matter As disclosed in Note 3 of the consolidated financial statements, the Company completed the acquisition of Elektrofi, Inc.

(“Elektrofi”) on November 18, 2025, for total consideration of $810.4 million.

The acquisition was accounted for as a business combination.

The Company recorded intangible assets of $705 million, which includes customer relationships of $470 million.

Auditing the Company’s accounting for its acquisition of Elektrofi was complex due to the significant estimation uncertainty in determining the fair value of the customer relationship intangible assets.

The significant assumptions used to estimate the value of the customer relationships intangible assets included assumed revenue and revenue growth rates and discount rates.

Elements of these significant assumptions related to the customer relationship intangible assets are forward looking and could be affected by future economic and market conditions.

How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of internal controls over the Company's process for determining the fair value of the customer relationship intangible assets acquired in connection with the Elektrofi acquisition.

This included controls over management’s development of the above-described assumptions used in the valuation models applied.

To test the estimated fair value of the customer relationship intangible assets, we performed audit procedures that included, among others, evaluating the valuation methodologies and testing the significant assumptions described above and the underlying data used by the Company in its analysis.

We evaluated the reasonableness of assumed revenue and revenue growth rates used within the valuations by inspecting analyst expectations, industry trends, and other market information for corroborative or contrary information.

In addition, we involved valuation specialists to assist in assessing the significant assumptions, including the discount rate, and methodologies used by the Company.

/s/ Ernst & Young LLP

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Accounts receivable, net and contract assets 441,273 308,455

308,455 234,210

141,860 127,601

Inventories 176,475 141,860

Prepaid expenses and other current assets 64,639 38,951

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Deferred tax assets, net — 3,855

Restricted cash 2,601 —

Total assets $ 2,525,323 $ 2,063,477

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Other long-term liabilities 113,863 54,758

Deferred tax liabilities, net 42,924 —

Total liabilities

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Additional paid-in capital 12,002 —

Accumulated other comprehensive income (loss)

Accumulated other comprehensive (loss) income

( 18,092 ) 3,829

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Selling, general and administrative 207,092 154,335 149,182

Impairment of intangible asset

Acquired in-process research and development expense

Total operating expenses 927,605 463,849 491,679

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Other comprehensive income

Unrealized (loss) gain on marketable securities, net

Unrealized gain (loss) on marketable securities, net

202 ( 358 ) 1,097

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Unrealized gain on foreign currency

Unrealized gain (loss) on derivative instruments, net

Unrealized (loss) gain on derivative instruments, net

( 28,640 ) 14,693 ( 9,406 )

Realized gain on derivative instruments, net

Realized loss (gain) on derivative instruments, net

6,502 ( 1,224 ) ( 74 )

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Amortization of debt discount 7,506 7,350 7,304

Accretion of (premium) discount on marketable securities, net

Accretion of premium on marketable securities, net

( 3,296 ) ( 10,918 ) ( 6,319 )

Realized gain (loss) on marketable securities

Realized gain on marketable securities

( 171 ) ( 7 ) —

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— — ( 13,200 )

Recognition of deferred revenue — — ( 2,494 )

Lease payments recognized (deferred)

951 1,067 1,270

Induced conversion expense related to convertible notes — — 2,712

Induced conversion expense related to 2027 and 2028 Convertible Notes

Deferred income taxes

634 532 34,506

Other — — ( 227 )

Acquired in-process research and development expense

Impairment of intangible asset 48,700 — —

Changes in operating assets and liabilities

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722,248 395,574 211,296

Acquisitions of business, net of cash acquired — — ( 999,120 )

Acquisition of business, net of cash acquired

( 725,965 ) — —

Acquisition of in-process research and development, net of cash acquired

( 287,771 ) — —

Purchases of property and equipment ( 6,970 ) ( 10,696 ) ( 15,294 )

Proceeds from sale of assets — — 26,006

Net cash used in investing activities

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Financing activities

Proceeds from term loan — — 250,000

Repayment of term loan — — ( 250,000 )

Proceeds from revolving credit facilities — — 120,000

Repayment of revolving credit facilities — — ( 120,000 )

Repayment of 2024 Convertible Notes

— — ( 13,483 )

Repayment of 2027 Convertible Notes

( 595,425 ) — —

Repayment of 2028 Convertible Notes

( 250,001 ) — —

Proceeds from issuance of 2031 Convertible Notes, net

Purchase of capped call — — ( 69,120 )

Proceeds from issuance of 2032 Convertible Notes, net

Payment for the induced conversion of 2027 and 2028 Convertible Notes

( 5,477 ) — —

Premium on repayment of 2027 Convertible Notes settled in cash

( 78,132 ) — —

Premium on repayment of 2028 Convertible Notes settled in cash

( 89,833 ) — —

Purchase of capped calls on 2031 Convertible Notes

( 104,025 ) — —

Purchase of capped calls on 2032 Convertible Notes

( 106,800 ) — —

Payment of debt issuance cost ( 4,938 ) — —

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Proceeds from issuance of common stock under equity incentive plans, net of taxes paid related to net share settlement 21,829 31,139 7,879

Net cash (used in) provided by financing activities

Net cash used in financing activities

( 85,174 ) ( 218,861 ) ( 407,987 )

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

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

20,571 ( 2,520 ) ( 116,325 )

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Cash, cash equivalents and restricted cash at end of period $ 136,421 $ 115,850 $ 118,370

Reconciliation of cash, cash equivalents and restricted cash to the consolidated balance sheets

Cash and cash equivalents

$ 133,820 $ 115,850 $ 118,370

Restricted cash

Total cash, cash equivalents and restricted cash

$ 136,421 $ 115,850 $ 118,370

Year Ended December 31,

2025 2024 2023

Supplemental disclosure of cash flow information

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Comprehensive

Income (Loss) Retained Earnings (Accumulated

Income (Loss) Retained Earnings

Stockholders’

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945 2 7,877 — — 7,879

Capped call transaction

— — ( 69,120 ) — — ( 69,120 )

Repurchase of common stock ( 9,618 ) ( 10 ) ( 69,330 ) — ( 334,261 ) ( 403,601 )

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Share-based compensation expense — — 43,385 — — 43,385

Issuance of common stock for the conversion of 2024 Convertible Notes

289 — ( 126 ) — — ( 126 )

Issuance of common stock pursuant to exercise of stock options and vesting of restricted stock and performance stock units, net and shares issued under the ESPP plan

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Repurchase of common stock ( 5,247 ) ( 5 ) ( 76,932 ) — ( 174,772 ) ( 251,709 )

Other comprehensive loss — — — ( 8,356 ) — ( 8,356 )

Other comprehensive income

— — — 13,107 — 13,107

Net income — — — — 444,091 444,091

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1,640 2 21,827 — — 21,829

Purchase of 2031 capped call transactions, net of tax

— — — — ( 80,930 ) ( 80,930 )

Purchase of 2032 capped call transactions, net of tax

— — — — ( 83,089 ) ( 83,089 )

Repurchase of common stock ( 6,996 ) ( 7 ) ( 28,601 ) — ( 316,203 ) ( 344,811 )

Other comprehensive income

Premium on repayment of 2027 Convertible Notes settled in cash and accelerated debt discount

— — ( 3,432 ) — ( 78,132 ) ( 81,564 )

Premium on repayment of 2028 Convertible Notes settled in cash and accelerated debt discount

— — ( 29,357 ) — ( 63,618 ) ( 92,975 )

Other comprehensive loss

— — — ( 21,921 ) — ( 21,921 )

Net income — — — — 316,889 316,889

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We license our technology to biopharmaceutical companies to collaboratively develop products that combine ENHANZE with our partners’ proprietary compounds.

We are also developing partner products with Hypercon™ drug delivery technology (“Hypercon technology”) and developing Surf Bio’s drug delivery technology to expand the breadth of our drug delivery technology portfolio.

Hypercon technology is an innovative microparticle technology that we expect will set a new standard in hyperconcentration of drugs and biologics by reducing the injection volume for the same dosage and expanding opportunities for at-home and health care provider administration.

The Surf Bio hyperconcentration technology is being developed to create high antibody and biologic concentrations of up to 500 mg/mL, for delivery in a single auto-injector shot for at-home or in a health care provider’s office use.

We also develop, manufacture and commercialize, for ourselves or with our partners, drug-device combination products using our advanced auto-injector technologies that are designed to provide commercial or functional advantages such as improved convenience, reliability and tolerability, and enhanced patient comfort and adherence.

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(“AbbVie”), Eli Lilly and Company (“Lilly”), Bristol-Myers Squibb Company (“BMS”), argenx BVBA (“argenx”), ViiV Healthcare (the global specialist HIV Company majority owned by GlaxoSmithKline) (“ViiV”), Chugai Pharmaceutical Co., Ltd.

(“Chugai”) and Acumen Pharmaceuticals, Inc.

(“Chugai”), Acumen Pharmaceuticals, Inc.

(“Acumen”), Merus N.V.

(“Merus”) and Skye Bioscience, Inc.

(“Skye Bioscience”).

In addition to receiving upfront licensing fees from our ENHANZE collaborations, we are entitled to receive event and sales-based milestone payments, revenues from the sale of bulk rHuPH20 and royalties from commercial sales of approved partner products co-formulated with ENHANZE.

We currently earn royalties from sales of nine commercial products including sales of five commercial products from the Roche collaboration and one commercial product from each of the Takeda, Janssen, argenx and BMS collaborations.

We currently earn royalties from the sales of ten commercial products including sales of five commercial products from the Roche collaboration, two commercial products from the Janssen collaboration and one commercial product from each of the Takeda, argenx and BMS collaborations.

Through our recent acquisition of Elektrofi, Inc.

(“Elektrofi”), subsequently renamed Halozyme Hypercon, Inc.

(“Hypercon”), we have Hypercon collaboration and license agreements with Janssen, Lilly, and argenx.

In addition to receiving upfront license fees from our Hypercon collaborations, we are entitled to receive event and sales-based milestone payments and royalties from commercial sales for approved partner products co-formulated with Hypercon.

We have commercialized auto-injector products with Teva Pharmaceutical Industries, Ltd.

(“Teva”) and Otter Pharmaceuticals, LLC (“Otter”).

We have development programs including our auto-injectors with Idorsia Pharmaceuticals Ltd.

We have development programs including our auto-injectors with McDermott Laboratories Limited, an affiliate of Viatris Inc.

Halozyme Therapeutics, Inc.

Notes to Consolidated Financial Statements — (Continued)

Our commercial portfolio of proprietary products includes Hylenex ® , utilizing rHuPH20, and XYOSTED ® , utilizing our auto-injector technology.

Except where specifically noted or the context otherwise requires, references to “Halozyme,” “the Company,” “we,” “our,” and “us” in these notes to consolidated financial statements refer to Halozyme Therapeutics, Inc.

Except where specifically noted or the context otherwise requires, references to “Halozyme,” “the Company,” “we,” “our,” and “us” in these notes to our consolidated financial statements refer to Halozyme Therapeutics, Inc.

and each of its directly and indirectly wholly owned subsidiaries as disclosed in Note 2, Summary of Significant Accounting Policies .

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Halozyme Therapeutics, Inc.

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The consolidated financial statements include the accounts of Halozyme Therapeutics, Inc.

and our wholly owned subsidiaries, Halozyme, Inc.

and Antares Pharma, Inc., and Antares Pharma, Inc.’s wholly owned Swiss subsidiaries, Antares Pharma IPL AG and Antares Pharma AG.

and our wholly owned subsidiaries, Halozyme, Inc., Antares Pharma, Inc., Antares Pharma, Inc.’s two wholly owned Swiss subsidiaries, Antares Pharma IPL AG and Antares Pharma GmbH, Halozyme Hypercon, Inc., Halozyme Hypercon Inc.’s wholly-owned subsidiary, Elektrofi Security Corp., and Halozyme Surf Bio, Inc.

All intercompany accounts and transactions have been eliminated.

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None of the realized gains and losses and declines in value that were judged to be as a result of credit loss on marketable securities, if any, are included in investment and other income, net in our consolidated statements of income.

Restricted Cash

Under the terms of the leases of our facilities and other agreements, we are required to maintain letters of credit as security deposits during the terms of such leases.

At December 31, 2025, restricted cash of $ 2.6 million was pledged as collateral for the letters of credit and other agreements.

Fair Value of Financial Instruments

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and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

Our financial instruments include cash equivalents, available-for-sale marketable securities, accounts receivable, prepaid expenses and other assets, accounts payable, accrued expenses and long-term debt.

Fair value estimates of these instruments are made at a specific point in time based on relevant market information.

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The carrying amount of cash equivalents, accounts receivable, prepaid expenses and other assets, accounts payable and accrued expenses are generally considered to be representative of their respective fair values because of the short-term nature of those instruments.

Available-for-sale marketable securities consist of asset-backed securities, corporate debt securities, U.S.

Treasury securities, agency bonds and commercial paper, and are measured at fair value using Level 1 and Level 2 inputs.

Halozyme Therapeutics, Inc.

Notes to Consolidated Financial Statements — (Continued)

As of December 31, 2025, our available-for-sale marketable securities consisted of U.S.

Treasury securities, and were measured at fair value using Level 1.

Level 2 financial instruments are valued using market prices on less active markets and proprietary pricing valuation models with observable inputs, including interest rates, yield curves, maturity dates, issue dates, settlement dates, reported trades, broker-dealer quotes, issue spreads, benchmark securities or other market related data.

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We validate the fair values of Level 2 financial instruments provided by our investment manager by comparing these fair values to a third-party pricing source.

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Halozyme Therapeutics, Inc.

Notes to Consolidated Financial Statements — (Continued)

Concentrations of Credit Risk, Sources of Supply and Significant Customers

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The primary objective of our investment activities is to preserve principal while at the same time maximizing the income we receive without significantly increasing risk.

We maintain our cash and cash equivalent balances with two major commercial banks and marketable securities with one other financial institution.

We maintain our cash and cash equivalent balances with four major commercial banks and marketable securities with two other financial institution.

Deposits held with the financial institutions exceed the amount of insurance provided on such deposits.

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Based upon the review of these factors, we recorded no significant allowance for doubtful accounts as of December 31, 2025 and 2024.

Approximately 69 % of the accounts receivable balance as of December 31, 2025 represents amounts due from Janssen, Roche and argenx.

Approximately 60 % of the accounts receivable balance as of December 31, 2024 represents amounts due from Janssen and Roche.

Approximately 69 % of the accounts receivable balance as of December 31, 2023 represents amounts due from Janssen, Roche and Teva.

The following table indicates the percentage of total revenues in excess of 10% with any single customer:

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Total revenues $ 1,396,611 $ 1,015,324 $ 829,253

Halozyme Therapeutics, Inc.

Notes to Consolidated Financial Statements — (Continued)

Accounts Receivable, net and Contract Assets

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Contract assets relate to development milestones deemed probable of receipt for intellectual property licenses granted to partners in prior periods and for goods or services when control has transferred to the customer, and corresponding revenue is recognized but is not yet billable to the customer in accordance with the terms of the contract.

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Halozyme Therapeutics, Inc.

Notes to Consolidated Financial Statements — (Continued)

Inventories are stated at lower of cost or net realizable value.

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Property and Equipment, Net

Property and equipment, including ROU assets are recorded at cost, less accumulated depreciation and amortization.

Equipment is depreciated using the straight-line method over its estimated useful life ranging from three years to ten years and leasehold improvements are amortized using the straight-line method over the estimated useful life of the asset or the lease term, whichever is shorter.

Property and equipment, which includes internal-use software and leasehold improvements, are recorded at cost, less accumulated depreciation and amortization.

Equipment and internal-use software are depreciated using the straight-line method over its estimated useful life ranging from three years to ten years and leasehold improvements are amortized using the straight-line method over the estimated useful life of the asset or the lease term, whichever is shorter.

Impairment of Long-Lived Assets

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Convertible Notes

The 2024 Convertible Notes, the 2027 Convertible Notes and the 2028 Convertible Notes (collectively, the “Convertible Notes”) are accounted for in accordance with authoritative guidance for debt and derivatives.

The 2024 Convertible Notes, the 2027 Convertible Notes, the 2028 Convertible Notes, the 2031 Convertible Notes and the 2032 Convertible Notes (collectively, the “Convertible Notes”) are accounted for in accordance with authoritative guidance for debt and derivatives.

We evaluate all the embedded conversion options contained in the Convertible Notes to determine if there are embedded features that require bifurcation as a derivative as required by U.S.

Based on our analysis, we account for each of our Convertible Notes as single units of accounting, a liability, because we concluded that the conversion features do not require bifurcation as a derivative under embedded derivative authoritative guidance.

Halozyme Therapeutics, Inc.

Notes to Consolidated Financial Statements — (Continued)

Cash Flow Hedges - Currency Risks

Beginning in the second quarter of 2023, we entered into a cash flow hedging program to mitigate foreign currency exchange risk associated with forecasted royalty revenue denominated in Swiss francs.

We utilize a cash flow hedging program to mitigate foreign currency exchange risk associated with forecasted royalty revenue denominated in Swiss francs.

Under the program, we can hedge these forecasted royalties up to a maximum of four years into the future.

We hedge these cash flow exposures to reduce the risk of our earnings and cash flows being adversely affected by fluctuations in exchange rates.

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Halozyme Therapeutics, Inc.

Notes to Consolidated Financial Statements — (Continued)

In accordance with the hedge accounting treatment, all hedging relationships are formally documented at the inception of the hedge and are highly effective in offsetting changes to future cash flows on hedged transactions.

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We do not use derivatives for speculative or trading purposes.

As of December 31, 2024, amounts expected to be recognized as a net gain out of AOCI into our consolidated statements of income during the next 12 months are not material.

As of December 31, 2025, the amount expected to be recognized as a net loss out of AOCI into our consolidated statements of income during the next 12 months is $ 7.7 million.

Business Combinations

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Any adjustments identified after the measurement period are recorded in our consolidated statements of income.

Asset Acquisitions

We evaluate acquisitions of assets and other similar transactions to assess whether the transaction should be accounted for as a business combination or asset acquisition by first applying a test to determine if substantially all of the fair value of the gross assets acquired is concentrated into a single identifiable asset or group of similar identifiable assets.

If the test is met, we account for the transaction as an asset acquisition by recognizing net assets based on the consideration paid, which includes transaction costs, on a relative fair value basis.

In an asset acquisition where the cost allocated to acquire in-process research and development (“IPR&D”) has no alternative future use, we immediately recognize the cost of the acquired IPR&D on our consolidated statements of income.

In an asset acquisition, contingent consideration is not recognized as of the acquisition date but instead is recognized as part of the cost of the assets acquired at the time the consideration is paid.

Goodwill, Intangible Assets and Other Long-Lived Asset

Assets acquired, including intangible assets and in-process research and development (“IPR&D”), and liabilities assumed are measured at fair value as of the acquisition date.

Assets acquired, including intangible assets and IPR&D, and liabilities assumed are measured at fair value as of the acquisition date.

Goodwill, which has an indefinite useful life, represents the excess of cost over fair value of the net assets acquired.

Intangible assets acquired in a business combination that are used for IPR&D activities are considered indefinite lived until the completion or abandonment of the associated research and development efforts.

Upon reaching the end of the relevant research and development project (i.e., upon commercialization), the IPR&D asset is amortized over its estimated useful life.

Upon reaching the end of the relevant

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Notes to Consolidated Financial Statements — (Continued)

research and development project (i.e., upon commercialization), the IPR&D asset is amortized over its estimated useful life.

If the relevant research and development project is abandoned, the IPR&D asset is expensed in the period of abandonment.

Goodwill and IPR&D are not amortized;

Goodwill and indefinite-lived intangible assets are not amortized;

however, they are reviewed for impairment at least annually during the second quarter, or more frequently if an event occurs indicating the potential for impairment.

Goodwill and IPR&D are considered to be impaired if the carrying value of the reporting unit or IPR&D asset exceeds its respective fair value.

We perform our goodwill impairment analysis at the reporting unit level, which aligns with our reporting and operating segment structure and availability of discrete financial information.

Goodwill and indefinite-lived intangible assets are considered to be impaired if the carrying value of the reporting unit or indefinite-lived intangible asset exceeds its respective fair value.

We perform our goodwill impairment analysis at the reporting unit level, which is one level below our reporting and operating segment structure.

We assign goodwill to reporting units at the time of acquisition.

During the goodwill impairment review, we assess qualitative factors to determine whether it is more likely than not that the fair values of our reporting unit is less than the carrying amount, including goodwill.

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Otherwise, we proceed to compare the estimated fair value of the reporting unit with the carrying value, including goodwill.

If the carrying amount of the reporting unit exceeds the fair value, we record an

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Notes to Consolidated Financial Statements — (Continued)

impairment loss based on the difference.

If the carrying amount of the reporting unit exceeds the fair value, we record an impairment loss based on the difference.

We may elect to bypass the qualitative assessment in a period and proceed to perform the quantitative goodwill impairment test.

During the indefinite-lived intangible asset impairment review, we may elect to start by performing a qualitative assessment.

The qualitative factors include, but are not limited to, macroeconomic conditions, industry and market considerations, cost factors, asset-specific commercial and regulatory developments and changes to key personnel or strategy.

If the qualitative assessment indicates that it is not more likely than not that the fair value of the indefinite-lived intangible asset exceeds its carrying amount, we compare the estimated fair value of the indefinite-lived intangible asset with its carrying value.

Determining fair value requires the exercise of judgment about product pricing, market assumptions, discount rates, and the amount and timing of expected future cash flows.

If the carrying value of the indefinite-lived intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to that excess.

Our identifiable intangible assets with finite useful lives are typically comprised of acquired device technologies and product rights.

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Factors that may indicate potential impairment include a significant decline in our stock price and market capitalization compared to the net book value, significant changes in the ability of a particular asset to generate positive cash flows for our strategic business objectives, and the pattern of utilization of a particular asset.

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Notes to Consolidated Financial Statements — (Continued)

Revenue Recognition

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To date, we have not recorded any material adjustments.

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Revenue under ENHANZE and Device Collaborative Agreements

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We generally collect an upfront license payment from collaboration partners, and are also entitled to receive event-based payments subject to collaboration partners’ achievement of specified development, regulatory and sales-based milestones.

In several agreements, collaboration partners pay us annual fees to maintain their exclusive license rights if they are unable to advance product development to specified stages.

In several agreements, collaboration partners pay us annual fees to maintain their exclusive license rights if they are unable to

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Notes to Consolidated Financial Statements — (Continued)

advance product development to specified stages.

We earn separate fees for bulk rHuPH20 supplies and research and development services.

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When partners can select additional targets to add to the licenses granted, we consider these rights to be options.

We evaluate whether such options contain material rights, i.e.

have exercise prices that are discounted compared to what we would charge for a similar license to a new partner.

We evaluate whether such options contain material rights, i.e., have exercise prices that are discounted compared to what we would charge for a similar license to a new partner.

The exercise price of these options includes a combination of the target selection fees, event-based milestone payments and royalties.

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With respect to other development milestones, e.g., dosing of a first patient in a clinical trial, achievement could be considered probable prior to its actual occurrence, based on the progress towards commencement of the trial.

In order to evaluate progress towards commencement of a trial, we assess the status of activities leading up to our partner’s initiation of a trial such as feedback received from the applicable regulatory authorities, completion of investigational new drug or equivalent filings, readiness and availability of drug, readiness of study sites and our partner’s

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commitment of resources to the program.

We do not include any amounts subject to uncertainties in the transaction price until it is probable that the amount will not result in a significant reversal of revenue in the future.

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We determine license SSP using an income-based valuation approach utilizing risk-adjusted discounted cash flow projections of the estimated return a licensor would receive where applicable, or an alternative valuation method such as indicative value from historical transactions.

When amounts subject to uncertainties, such as milestones and royalties, are included in the transaction price, we attribute them to the specific individual target licenses which generate such milestone or royalty amounts.

When amounts subject to uncertainties, such as milestones and royalties, are

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Notes to Consolidated Financial Statements — (Continued)

included in the transaction price, we attribute them to the specific individual target licenses which generate such milestone or royalty amounts.

We also estimate SSP of bulk rHuPH20 and research and development services, to determine that our partners do not have material rights to order them at discounted prices.

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We recognize revenues as the related services are performed based on the amounts billed, as the partner consumes the benefit of research and development work simultaneously as we perform these services, and the amounts billed reflect the value of these services to the customer.

Hypercon Technology Collaboration and Licensing Agreements

As a part of the acquisition of Elektrofi Inc, we acquired in-process collaboration and license agreements with collaboration partners who are attempting to formulate Hypercon technology with their existing drugs to develop an additional administrative option.

The collaboration partner is responsible for all development, manufacturing, clinical, regulatory, sales and marketing costs for any products developed under the agreement;

however, the agreement also includes Hypercon performing certain research and development (“R&D”) services to support the collaboration partner in their efforts.

We assessed the nature of the promised goods and services in the contract which includes the license of the Hypercon technology representing a functional license of intellectual property to our customers, R&D services, and manufacturing technology transfer.

These promises are not capable of being distinct performance obligations at this time due to the exclusive proprietary know-how and certain regulatory requirements associated with the manufacturing of the product.

The collaboration partner simultaneously receives and consumes the benefits of the combined performance obligations as data is generated to support regulatory approval submissions.

A significant component of the cost of R&D relates to our clinical trial research consultants, who are assisting with the monitor of the Hypercon technology to ensure the successful combination of the Hypercon technology with the collaboration partner’s drug.

The agreements include milestone payments, royalties, and an initial upfront payment.

This upfront payment was received from the collaboration partner upon inception of the agreement and recorded as deferred revenue to be recognized as we perform certain R&D services to support the collaboration partner in their efforts to successful combine Hypercon technology with previously developed products.

While the services are being provided, we allocate a portion of each deferred payment to the individual drug targets.

Revenue is then recognized based upon the expected costs to complete as a percentage of the budget.

These agreements are designed in a way that the R&D services are being completed in partnership with the collaboration partner at the approximate costs;

therefore, the deferred revenue is being recognized as the work is completed for each partner’s drug.

We may incur additional expenses outside of the R&D contract which are invoiced and recognized separately from the upfront payment.

Deferred revenue associated with a target that has not been identified or no work has been performed is classified as other long-term liabilities on the consolidated balance sheets.

Deferred revenue for expenses expected to be incurred within the next 12 months are classified as accrued expenses on the consolidated balance sheets.

Device License, Development and Supply Arrangements

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For other contracts that do not contain an enforceable right to payment for performance completed to date, revenue is recognized when control of the product is transferred to the customer.

Factors that may indicate transfer of control has occurred include the transfer of legal title, transfer of physical possession, the customer has obtained the significant risks and rewards of ownership of the assets, and we have a present right to payment.

Our payment terms for development contracts may include an upfront payment equal to a percentage of the total contract value with the remaining portion to be billed upon completion and transfer of the individual deliverables or satisfaction of the individual performance obligations.

We record a contract liability for cash received in advance of performance, which is presented as deferred revenue within accrued expense and other long-term liabilities in our consolidated balance sheets and recognized as revenue in our consolidated statements of income when the associated performance obligations have been satisfied.

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Factors that may indicate transfer of control has occurred include the transfer of legal title, transfer of physical

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Notes to Consolidated Financial Statements — (Continued)

inception of the arrangement, or over the development period depending on the facts and circumstances, as the license is generally not distinct from the non-licensed goods or services to be provided under the contract.

possession, the customer has obtained the significant risks and rewards of ownership of the assets, and we have a present right to payment.

License fees and milestones received in exchange for the grant of a license to our functional intellectual property, such as patented technology and know-how in connection with a partnered development arrangement, are generally recognized at inception of the arrangement, or over the development period depending on the facts and circumstances, as the license is generally not distinct from the non-licensed goods or services to be provided under the contract.

Milestone payments that are contingent upon the occurrence of future events are evaluated and recorded at the most likely amount, and to the extent that it is probable that a significant reversal of revenue will not occur when the associated uncertainty is resolved.

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Sales to wholesalers are made pursuant to purchase orders subject to the terms of a master agreement, and delivery of individual packages of products represents performance obligations under each purchase order.

We use contract manufacturers to produce our proprietary products and third-party logistic vendors to process and fulfill orders .

We use contract manufacturers to produce our proprietary products and third-party logistics vendors to process and fulfill orders .

We concluded we are the principal in the sales to wholesalers because we control access to services rendered by both vendors and direct their activities.

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Although wholesalers have product return rights, we do not believe they have a significant incentive to return the product to us.

The determination of certain reserves and sales allowances requires us to make a number of judgements and estimates to reflect our best estimate of the transaction price and the amount of consideration to which we believe we would be ultimately entitled to receive.

The determination of certain reserves and sales allowances requires us to make a number of judgments and estimates to reflect our best estimate of the transaction price and the amount of consideration to which we believe we would be ultimately entitled to receive.

The expected value is determined based on unit sales data, contractual terms with customers and third-party payers, historical and estimated future percentage of rebates incurred on sales, historical and future insurance plan billings, any new or anticipated changes in programs or regulations that would impact the amount of the actual rebates, customer purchasing patterns, product expiration dates and levels of inventory in the distribution channel.

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Because of the shelf life of our products and our lengthy return period, there may be a significant period of time between when the product is shipped and when we issue credits on returned product.

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Notes to Consolidated Financial Statements — (Continued)

We estimate the transaction price when we receive each purchase order taking into account the expected reductions of the selling price initially billed to the wholesaler arising from all of the above factors.

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However, as revenue from product sales is recognized upon delivery to the wholesaler, which occurs shortly after we receive a purchase order, we do not capitalize these commissions and other costs, based on application of the practical expedient allowed within the applicable guidance.

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Notes to Consolidated Financial Statements — (Continued)

Partnered Product Sales

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We are party to several license, development, supply and distribution arrangements with pharmaceutical partners, under which we produce and are the exclusive supplier of certain products, devices and/or components.

We recognize revenue from the sale of certain products, devices and/or components as product sales and related cost of sales at the point in time in which control is transferred to the customer, which is typically upon shipment of the goods to our partner.

We recognize revenue from the sale of certain products, devices and/or components as product sales and related costs of sales at the point in time in which control is transferred to the customer, which is typically upon shipment of the goods to our partner.

Sales terms and pricing are governed by the respective supply and distribution agreements, and there is generally no right of return.

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Such amounts are recognized as expense as the related goods are delivered or the related services are performed or such time when we do not expect the goods to be delivered or services to be performed.

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Notes to Consolidated Financial Statements — (Continued)

Share-Based Compensation

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Forfeitures are recognized as a reduction of share-based compensation expense as they occur.

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Notes to Consolidated Financial Statements — (Continued)

We provide for income taxes using the liability method.

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Deferred tax assets (“DTA”) and other tax benefits are recorded when they are more likely than not to be realized.

On a quarterly basis, we assess the need for valuation allowance on our DTAs, weighing all positive and negative evidence, to assess if it is more-likely-than-not that some or all our DTAs will be realized.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was signed into law.

The OBBBA addresses key provisions of the 2017 Tax Cuts and Jobs Act including the immediate expensing of domestic research and development expenditures and 100% bonus depreciation on qualified property.

The impacts of the OBBBA are reflected in our consolidated statements of operations for the year ended December 31, 2025, of which there was no material impact to our income tax expense.

As of December 31, 2025, certain provisions of the OBBBA will change the timing of cash tax payments in the current fiscal year and future periods.

Segment Information

We generate revenues from payments received (i) as royalties from licensing our EHHANZE technology and other royalty arrangements, (ii) under collaborative agreements with our partners and (iii) from sales of our proprietary and partnered products.

We generate revenues from payments received (i) as royalties from licensing our ENHANZE technology and other royalty arrangements, (ii) under collaborative agreements with our partners and (iii) from sales of our proprietary and partnered products.

There are no intra-entity sales or transfers.

We operate our business in one operating segment, which includes all activities related to the research, development and commercialization of our proprietary enzymes and devices.

We operate our business in one operating segment, which includes all activities related to the research, development and commercialization of our proprietary enzymes, devices, Hypercon technology, and the Surf Bio technology.

This operating segment also includes revenues and expenses related to (i) research and development and manufacturing activities conducted under our collaborative agreements with third parties, (ii) product sales of proprietary and partnered products and (iii) associated selling, general and administrative expenses.

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The CODM assesses the segment’s performance and decides how to allocate resources based on consolidated net income that is reported in our consolidated statements of income.

The measure of segment assets is reported on the consolidated balance sheet as total consolidated assets.

The measure of segment assets is reported on the consolidated balance sheets as total consolidated assets.

The significant expense categories regularly provided to the CODM include cost of sales, research and development, amortization of intangibles, and selling, general and administrative expenses.

These expense categories are reported as separate line items in our consolidated statements of income.

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Statements or Other Significant Matters

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures.

The new guidance is intended to improve annual and interim reportable segment disclosure requirements regardless of number of reporting units, primarily through enhanced disclosures of significant expenses.

The amendment requires public entities to disclose significant segment expenses that are regularly provided to the CODM and included within each reported measure of segment profit and loss.

Annual periods beginning after December 15, 2023 (our 2024 Form 10-K), and interim periods within fiscal years beginning after December 15, 2024 (our Q1 2025 Form 10-Q) - Early adoption is permitted, including adoption in an interim period.

Retrospective

We adopted the new guidance on January 1, 2024.

The adoption resulted in expanded disclosures within our notes to the consolidated financial statements for our Annual Report on the Form 10-K and our future Form 10-Qs.

There was no other impact on our consolidated financial statements.

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

Improvements to Income Tax Disclosures.

The new guidance includes amendments that further enhance income tax disclosures, primarily through standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction.

Annual periods beginning after December 15, 2024 (our 2025 Form 10-K) - Early adoption is permitted.

In September 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-06, Intangibles–Goodwill and Other Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software

The new guidance includes amendments to clarify and modernize the accounting for costs related to internal-use software, including removing all references to project stages and clarifying thresholds used to begin capitalizing internal-use software development costs.

Annual periods beginning after December 15, 2027 (our 2028 Form 10-K), and interim reporting periods within those annual reporting periods (our Q1 2027 Form 10-Q) – Early adoption is permitted.

Prospective, Retrospective or Modified Transition Approach We early adopted the new guidance in the interim period ended September 30, 2025, on a prospective basis.

The adoption did not have a material impact on our consolidated financial statements or financial statement disclosures.

In November 2024, the FASB issued ASU 2024-04, Debt–Debt with Conversion and Other Options (Subtopic 470-20):

Induced Conversions of Convertible Debt Instruments

The new guidance includes amendments to clarify the requirements for determining whether certain early settlements of convertible debt instruments should be accounted for as an induced conversion or extinguishment.

Annual periods beginning after December 15, 2025 (our 2026 Form 10-K), and interim reporting periods within those annual reporting periods (our Q1 2026 Form 10-Q) – Early adoption is permitted.

Prospective or Retrospective

We are currently evaluating the impact of the standard on our consolidated financial statements and related disclosures.

We early adopted the new guidance on January 1, 2025, on a prospective basis.

The adoption did not have a material impact on our consolidated financial statements or financial statement disclosures.

In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40):

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Annual periods beginning after December 15, 2026 (our 2027 Form 10-K), and interim reporting periods beginning after December 15, 2027 (our Q1 2028 Form 10-Q) – Early adoption is permitted.

Prospective or Retrospective

We are currently evaluating the impact of the standard on our consolidated financial statements and related disclosures.

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Prospective or Retrospective We are currently evaluating the impact of the standard on our consolidated financial statements and related disclosures.

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

Improvements to Income Tax Disclosures

Annual periods beginning after December 15, 2024 (our 2025 Form 10-K) – Early adoption is permitted.

Prospective or Retrospective We adopted the new guidance on January 1, 2025, on a retrospective basis.

The adoption did not have a material effect on our consolidated financial statements, but resulted in expanded financial statement disclosures.

Halozyme Therapeutics, Inc.

Notes to Consolidated Financial Statements — (Continued)

Business Combination

On May 24, 2022, we acquired all outstanding equity interests of Antares Pharma, Inc.

(“Antares”) according to the terms and conditions of the Agreement and Plan of Merger, dated as of April 12, 2022 (the “Merger Agreement”).

Antares is a specialty pharmaceutical company focused primarily on the development and commercialization of pharmaceutical products and technologies that address patient needs in targeted therapeutic areas.

We acquired Antares as a part of our strategy to expand as a drug delivery company and include specialty products.

The total purchase consideration of Antares was $ 1,045.7 million.

Each share of Antares common stock issued and outstanding was converted into the right to receive $ 5.60 in cash without interest, less any applicable withholding taxes (“Merger Consideration”).

Additionally, in connection with the transaction, each Antares equity award granted and outstanding as of May 24, 2022 under the Antares’ equity compensation plans was converted into the right to receive Merger Consideration.

Other components of purchase consideration include cash paid at closing to settle Antares’ existing debt of $ 19.7 million and seller transaction costs paid by us on behalf of Antares of $ 22.9 million.

The acquisition of Antares was funded by cash on hand and borrowings under the new credit agreement with Bank of America, N.A.

and other lenders that provided for (i) a $ 350 million revolving credit facility (the “Revolving Credit Facility”) and (ii) a $ 250 million term loan facility (the “Term Facility”, collectively with the Revolving Credit Facility, the “2022 Facility”) as described in Note 8, Long-Term Debt, Net .

We recognized transaction costs of $ 21.9 million in the twelve months ended December 31, 2022.

Business Combinations

Elektrofi, Inc.

On November 18, 2025, we acquired all outstanding equity interests of Elektrofi, Inc.

according to the terms and conditions of the Agreement and Plan of Merger dated as of September 30, 2025 (the “Elektrofi Merger Agreement”).

Elektrofi is a biopharmaceutical company with an innovative microparticle technology that has been demonstrated in non-clinical testing to enable hyperconcentration of drugs and biologics and reduce the injection volume for the same dosage, potentially expanding opportunities for at-home and health care provider administration.

We acquired Elektrofi as a part of our strategy to expand our drug delivery technology offerings.

Hypercon technology is an innovative microparticle technology that has been demonstrated in non-clinical testing to enable hyperconcentration of drugs and biologics and reduce the injection volume for the same dosage, potentially expanding opportunities for at-home and health care provider administration.

The total purchase consideration of Elektrofi was $ 810.4 million.

Each share of Elektrofi common stock issued and outstanding was converted into the right to receive $ 28.80 per share in cash without interest, less any applicable withholding taxes (“Merger Consideration”).

Additionally, in connection with the transaction, $ 56.5 million was paid to Elektrofi option holders for options granted and outstanding as of November 18, 2025 under the Elektrofi 2015 Equity Compensation Plan.

Other components of purchase consideration included an estimated fair value of contingent consideration of $ 23.0 million related to future milestone payments, and cash paid at closing to settle seller transaction costs of $ 18.4 million paid by us on behalf of Elektrofi.

The acquisition of Elektrofi was funded by cash on hand and rollover equity.

We recognized transaction costs of $ 13.7 million in the year ended December 31, 2025.

These costs are reported in selling, general and administrative expenses in our consolidated statements of income.

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The total purchase consideration was comprised of the following (in thousands):

Cash consideration for Antares shares outstanding as of May 24, 2022 $ 956,886

Consideration for Antares equity compensation awards (1)

Consideration for seller transaction costs paid by Halozyme 22,906

Consideration related to Antares closing indebtedness settled by Halozyme 19,683

Cash consideration related to cash bonus awards paid by Halozyme

Cash consideration payments to stockholders and option holders as of November 18, 2025

Estimated fair value of contingent consideration 23,000

Total purchase consideration

(1) Consideration for Antares equity compensation awards consists of $ 32.2 million paid for vested equity awards as well as $ 13.6 million paid for the pre-combination portion of unvested equity awards that were accelerated as part of the Merger Agreement.

The fair value of the unvested equity awards attributable to the post-combination period of $ 8.7 million is included in our consolidated statements of income during the year ended December 31, 2022.

Fair Value of Assets Acquired and Liabilities Assumed

The acquisition of Antares has been accounted for using the acquisition method of accounting in accordance with authoritative guidance for business combinations, with Halozyme treated as the accounting acquirer, which requires, among other things, that the assets acquired and liabilities assumed be recognized at their fair value on the acquisition date.

The table below presents the estimated fair values of assets acquired and liabilities assumed on the acquisition date based on valuations and management estimates (in thousands).

The acquisition of Elektrofi has been accounted for using the acquisition method of accounting in accordance with ASC 805, Business Combinations , with Halozyme treated as the accounting acquirer, which requires, among other things, that the assets acquired and liabilities assumed be recognized at their fair value on the acquisition date.

Acquisition accounting is dependent upon certain valuations and other studies that have yet to commence or progress to a stage where there is sufficient information for a definitive measurement.

The process for estimating the fair values of identifiable intangible assets and certain tangible assets and assumed liabilities requires the use of judgment in determining the appropriate assumptions and estimates.

The table below presents the preliminary estimated fair values of assets acquired and liabilities assumed on the acquisition date based on valuations and management estimates.

Fair value estimates are based on a complex series of judgments about future events and uncertainties and rely heavily on estimates and assumptions.

The judgments used to determine the estimated fair value assigned to each class of assets acquired and liabilities assumed, as well as asset lives, can materially impact our results of operations.

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We are still finalizing the allocation of the purchase price, therefore, the fair value estimates assigned to intangible assets, goodwill and the related tax impacts of the acquisition, among other items, are subject to change as additional information is received to complete our analysis and certain tax returns are finalized.

As a result, the preliminary estimates may be revised during the measurement period.

These differences could change the value of the intangible assets acquired, the contingent liability assumed, and the tax impacts related to the acquisition and could have a material impact on our results of operations and financial position.

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Notes to Consolidated Financial Statements — (Continued)

Amounts recognized as of 12/31/2023

Total purchase consideration, net of $ 46,548 cash acquired

Short-term investments 498

(in thousands)

Assets acquired

Cash and cash equivalents $ 84,427

Accounts receivable, net 4,755

Prepaid expenses and other assets 5,241

Prepaid expenses and other current assets 879

Total current assets 90,061

Property and equipment, net 7,338

Intangibles, net 589,800

Operating lease right-of-use assets 8,441

Intangible assets 705,000

Other assets 182

Total assets acquired

Liabilities assumed

Accounts payable ( 929 )

Accrued expenses 43,692

Deferred revenue, current portion 2,509

Accrued expenses and other current liabilities ( 26,803 )

Deferred revenue, current ( 5,674 )

Operating lease liabilities, current ( 3,440 )

Other current liabilities ( 51 )

Total current liabilities ( 36,897 )

Deferred revenue, net of current portion ( 19,974 )

Deferred tax liabilities, net 76,536

Other long-term liabilities 20,788

Net assets acquired, excluding goodwill 582,299

Goodwill $ 416,821

Goodwill is the excess of the consideration transferred over the net assets recognized and represents the expected revenue and cost synergies of the combined company and assembled workforce.

Goodwill was allocated entirely to the single reportable unit.

Goodwill recognized as a result of the acquisition is not deductible for tax purposes.

In the first six months of 2023, we recorded measurement period adjustments to increase accrued expenses by $ 2.0 million, increase deferred tax liabilities by $ 5.5 million and reduce accounts receivable by $ 0.2 million.

The measurement period adjustments were recorded to reflect facts and circumstances that existed as of the acquisition date.

During the second quarter of 2023, we finalized the estimates impacting the allocation of the purchase price consideration.

Identifiable Intangible Assets

The estimated fair values of identifiable intangible assets were prepared using the excess earnings method which calculates the present value of the incremental after-tax cash flows attributable solely to each intangible asset.

The estimated useful lives are based on forecasted periods of benefit for each intangible asset which consider commercialization dates, the estimated revenue cycle based on the products’ competitiveness in the market, and the loss of exclusivity timing with subsequent trending down of revenue.

For the ATRS-1902 IPR&D, the useful life is considered indefinite as the asset has not been placed into service.

As such, the ATRS-1902 IPR&D will be tested annually for impairment and will not be amortized.

Useful lives and final values are presented in the table below.

Amount (in thousands) Useful life (years)

Auto-Injector technology platform $ 402,000 7

XYOSTED proprietary product 136,200 10

TLANDO product rights 2,900 10

ATRS-1902 (IPR&D) 48,700 Indefinite

Fair value of intangible assets acquired $ 589,800

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Operating lease liabilities, net of current portion ( 4,484 )

Other liabilities (2)

Total liabilities assumed $ ( 164,171 )

Net assets acquired 810,392

Less cash acquired ( 84,427 )

Total purchase price, net of cash acquired $ 725,965

(1) Goodwill is the excess of the consideration transferred over the net assets recognized and represents the expected synergies of the combined operations and the assembled workforce acquired in the acquisition.

Goodwill recognized as a result of the acquisition is not expected to be deductible for tax purposes.

(2) Includes $ 102.8 million of deferred tax liabilities.

Halozyme Therapeutics, Inc.

Notes to Consolidated Financial Statements — (Continued)

Unaudited Pro Forma Results

Our prior year consolidated financial statements include Antares’ results of operations from the date of acquisition on May 24, 2022 through December 31, 2022.

Total revenues and net loss after taxes attributable to Antares during this period and included in our consolidated financial statements for the twelve months ended December 31, 2022 total $ 112.7 million and $ 67.6 million, respectively.

The following unaudited pro forma financial information summarizes combined results of operations of Halozyme and Antares as if the companies had been combined as of the beginning of our fiscal year 2021 (in thousands).

Year Ended December 31,

Total revenues

$ 712,683 $ 627,292

Net income 218,723 295,634

The unaudited pro forma financial information for all periods presented includes the business combination accounting effects resulting from this acquisition.

The unaudited pro forma results include adjustments to reflect the amortization of the inventory step-up and the incremental intangible asset amortization to be incurred based on preliminary valuations of assets as well as certain material non-recurring transaction adjustments related to the acquisition.

Adjustments to interest expense, financing costs and investment income were made to reflect the capital structure of the combined entity.

Adjustments to income tax expense also were made to reflect the anticipated effective tax rate of the combined entity.

The unaudited pro forma financial information as presented is for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of fiscal year 2021, nor is it necessarily an indication of trends in future results for a number of reasons, including, but not limited to, differences between the assumptions used to prepare the pro forma information, cost savings from operating efficiencies, potential synergies, and the impact of incremental costs incurred in integrating the businesses.

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Identifiable Intangible Assets

The estimated fair value of the Hypercon developed technology platform asset was prepared using the replacement cost method which calculates present-day cost of replacing that asset with a similar asset in a similar condition.

The estimated fair value of customer relationship assets were prepared using the multi-period excess earnings method which calculates the present value of the incremental after-tax cash flows attributable solely to each customer relationship.

The estimated fair value of the trade name asset was prepared using the relief from royalty method which calculates the value of the trade name based on royalties that would be paid if licensed by a third party.

The estimated useful lives are based on forecasted periods of benefit for each intangible asset.

Useful lives and preliminary values are presented in the table below.

Amount (in thousands)

Useful life (years)

Hypercon developed technology platform

Customer relationships

Estimated fair value of intangible assets acquired

Surf Bio, Inc.

On December 22, 2025, we acquired all outstanding equity interests of Surf Bio, Inc.

according to the terms and conditions of the Agreement and Plan of Merger dated as of December 18, 2025 (the “Surf Bio Merger Agreement”).

Surf Bio is a preclinical biopharmaceutical company that is transforming how antibodies and biologics are delivered to patients.

We acquired Surf Bio as a part of our strategy to expand our drug delivery technology offerings.

The total purchase consideration of Surf Bio was $ 305.0 million to selling shareholders, inclusive of $ 10.2 million in transaction expenses.

We acquired $ 6.4 million in cash and restricted cash, of which $ 4.3 million was used to fund seller payments and transaction expenses.

An incremental $ 100.0 million in consideration is contingent to the sellers in the form of milestone payments which are dependent on the occurrence of future events.

The acquisition of Surf Bio was not considered a business combination as Surf Bio did not meet the definition of a business under ASC 805-10, Business Combinations.

Rather, the asset purchase transaction was accounted for under the authoritative guidance for asset acquisitions within ASC 805-50, whereby the underlying asset was deemed an IPR&D asset with no alternative future use.

We allocated the cost of the acquisition, or $ 294.2 million, among the assets acquired based on the relative fair value of such assets.

The $ 294.2 million consisted of $ 294.8 million in consideration paid to the sellers, plus $ 10.2 million of transaction expenses, less $ 10.8 million in accelerated stock-based compensation expense.

The acquired assets’ value is predominately concentrated in the IPR&D asset.

In accordance with ASC 805-50, the fair value allocated to the IPR&D asset, or $ 284.9 million, was recorded in the consolidated statements of income in the year ended December 31, 2025.

The fair value of other assets acquired and liabilities assumed were capitalized to the consolidated balance sheet.

The $ 100.0 million in contingent consideration will be recognized in the future when and if milestones are met (i.e., when the contingent consideration is paid or payable) and does not meet the definition of a derivative.

Halozyme Therapeutics, Inc.

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Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value

Asset-backed securities $ 251 $ — $ — $ 251

Corporate debt securities 102,632 150 ( 207 ) 102,575

treasury securities

$ 9,002 $ — $ ( 2 ) $ 9,000

Agency bonds 9,844 — ( 16 ) 9,828

Total marketable securities, available-for-sale $ 9,002 $ — $ ( 2 ) $ 9,000

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Agency bonds 9,844 — ( 16 ) 9,828

Commercial paper 15,826 — — 15,826

Total marketable securities, available-for-sale $ 480,427 $ 592 $ ( 795 ) $ 480,224

As of December 31, 2024, twenty-seven available-for-sale marketable securities with a fair market value of $ 250.3 million were in a gross unrealized loss position of $ 0.8 million.

As of December 31, 2025, all available-for-sale marketable securities with a fair market value of $ 9.0 million were in an immaterial gross unrealized loss position.

Based on our review of these marketable securities, we believe none of the unrealized loss is as a result of a credit loss as of December 31, 2025 because we do not intend to sell these securities and it is not more-likely-than-not that we will be required to sell these securities before the recovery of their amortized cost basis.

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Due after one year but within five years (1)

Total estimated fair value of available-for-sale securities

$ 9,000 $ 480,224

Total estimated fair value of contractual maturities, available-for-sale $ 480,224 $ 217,630

(1) These investments are classified as current assets which reflects management’s intention to use the proceeds from the sale of these investments to fund operations, as necessary.

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Money market funds $ 175 $ — $ 175 $ 55,182 $ — $ 55,182

treasury securities

— — — 2,000 — 2,000

Available-for-sale marketable

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Agency bonds — — — 9,828 — 9,828

Commercial paper — — — — 15,826 15,826

Derivative instruments

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— — — — 4,006 4,006

Total assets $ 432,580 $ 106,832 $ 539,412 $ 216,429 $ 25,343 $ 241,772

Total assets measured at fair value

$ 9,175 $ — $ 9,175 $ 432,580 $ 106,832 $ 539,412

Derivative instruments

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Carrying amounts of the financial assets and liabilities are equal to the fair value.

As of December 31, 2025, the derivative liabilities recorded within accrued expenses and other long-term liabilities in our consolidated balance sheets were $ 7.7 million and $ 15.1 million , respectively.

As of December 31, 2024, the derivative assets recorded within prepaid expenses and other current assets and prepaid expenses and other assets in our consolidated balance sheets were $ 2.4 million and $ 1.6 million , respectively.

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Based on the fair value remeasurement performed, we recognized a gain on change in fair value of the contingent liability of $ 13.2 million for the twelve months ended December 31, 2023 in our consolidated statements of income.

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A contingent liability with a preliminary value of $ 23.0 million was assumed as part of the Elektrofi acquisition related to future milestone payments.

The acquisition date fair value of contingent consideration was measured using the income

Halozyme Therapeutics, Inc.

Notes to Consolidated Financial Statements — (Continued)

approach, specifically the probability weighted expected return method for the development milestone payments.

The fair value of the contingent liability will be remeasured quarterly.

Estimates and assumptions used in the valuation include probability of achieving certain milestones, the expected timing of achieving these milestones, and a discount rate.

These unobservable inputs represent a Level 3 measurement because they are supported by little or no market activity and reflect our own assumptions in measuring fair value.

Changes in the fair value subsequent to the acquisition date will be recognized in our consolidated statements of income.

Halozyme Therapeutics, Inc.

Notes to Consolidated Financial Statements — (Continued)

Our disaggregated revenues were as follows (in thousands):

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This amount represents royalties and sales milestone earned in the current period, in addition to $ 47.0 million of variable consideration in the contracts where uncertainties were resolved and the development milestones are expected to be achieved or were achieved.

We also recognized revenue of $ 0.6 million during the year ended December 31, 2024 that had been included in accrued expense and other long-term liabilities in our consolidated balance sheets as of December 31, 2023.

We also recognized revenue of $ 2.0 million during the year ended December 31, 2025 that had been included in accrued expenses and other long-term liabilities in our consolidated balance sheets as of December 31, 2024.

Accounts receivable, net, other contract assets and deferred revenues (contract liabilities) from contracts with customers, including partners, consisted of the following (in thousands):

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Deferred revenues 35,482 10,343

As of December 31, 2024, the amounts included in the transaction price of our contracts with customers, including collaboration partners, and allocated to goods and services not yet provided were $ 110.2 million, of which $ 99.9 million relates to unfulfilled product purchase orders and $ 10.3 million has been collected and is reported as accrued expense and other long-term liabilities in our consolidated balance sheets.

As of December 31, 2025, the amounts included in the transaction price of our contracts with customers, including collaboration partners, and allocated to goods and services not yet provided were $ 325.0 million, of which $ 289.5 million relates to unfulfilled product purchase orders and $ 35.5 million has been collected and is reported as other long-term liabilities in our consolidated balance sheets.

The unfulfilled product purchase orders are estimated to be delivered by the end of 2027.

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We recognized contract assets of $ 15.0 million as of December 31, 2025, which related to development milestones deemed probable of receipt for intellectual property licenses granted to partners in prior periods and for goods or services when control has transferred to the customer, and corresponding revenue is recognized but is not yet billable to the customer in accordance with the terms of the contract.

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Halozyme Therapeutics, Inc.

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2025 December 31,

Accounts receivable, net and contract assets

Product sales to partners $ 69,832 $ 37,599

$ 37,599 $ 58,588

Revenues under collaborative agreements 40,020 29,452

29,452 16,183

Royalty payments 259,298 164,348

164,348 118,170

Other product sales 65,117 65,542

65,542 47,060

Other receivable 1,612 —

Contract assets 15,000 20,251

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Less long-term portion (1)

( 20,768 ) ( 55,268 )

Total inventories, current

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Long-term inventories

20,768 55,268

Other assets 10,934 17,400

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Such amounts are reclassified to work-in-process inventory as materials are used or the contract manufacturing organization services are complete.

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Computer and office equipment 8,034 7,955

Internal-use software

Leasehold improvements 7,521 7,012

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Taxes payable

44,148 30,995

Product returns and sales allowance 46,594 54,588

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Cash paid for amounts related to leases for the twelve months ended December 31, 2025, 2024 and 2023 was $ 7.7 million, $ 6.9 million and $ 6.7 million, respectively.

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Balance as of December 31, 2024

Goodwill acquired

Balance as of December 31, 2025

Intangible Assets, net

Our acquired intangible assets are amortized using the straight-line method over their estimated useful lives of seven to ten years .

Our acquired intangible assets are amortized using the straight-line method over their estimated useful lives of seven to fifteen years .

The following table shows the cost, accumulated amortization and weighted average useful life in years for our acquired intangible assets as of December 31, 2025 (in thousands).

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Auto-injector technology platform

7 $ 402,000 $ 207,021 $ 194,979

XYOSTED proprietary product 10 136,200 49,098 87,102

Total finite-lived intangibles, net (1)

Hypercon developed technology platform

15 230,000 1,831 228,169

ATRS-1902 (IPR&D) Indefinite 48,700

Total intangibles, net

(1) An impairment charge of $ 2.5 million was recognized during the year ended December 31, 2023 resulting in the full impairment of the TLANDO product rights intangible asset.

The impairment charge resulted from the notice of termination of the TLANDO license agreement provided to Lipocine in September 2023, effective January 31, 2024, and is included in amortization of intangibles in our consolidated statements of income.

Customer relationships

15 470,000 3,743 466,257

15 5,000 40 4,960

Total intangible assets, net (1)

$ 1,243,200 $ 261,733 $ 981,467

(1) An impairment charge of $ 48.7 million was recognized during the year ended December 31, 2025 resulting in the full impairment of the ATRS-1902 IPR&D intangible asset.

The impairment charge resulted from a strategic decision to discontinue the development of ATRS-1902 due to strategic initiatives executed in the quarter ended December 31, 2025.

The following table shows the cost, accumulated amortization and weighted average useful life in years for our acquired intangible assets as of December 31, 2024 (in thousands).

Weighted Average Useful Life (in years)

Gross Carrying Value Accumulated Amortization Net Carrying Value

Auto-injector technology platform

7 $ 402,000 $ 149,592 $ 252,408

XYOSTED proprietary product 10 136,200 35,478 100,722

Total infinite-lived intangible assets, net

$ 538,200 $ 185,070 $ 353,130

ATRS-1902 (IPR&D)

Total intangible assets, net

Halozyme Therapeutics, Inc.

Notes to Consolidated Financial Statements — (Continued)

Estimated future annual amortization of finite-lived intangible assets is shown in the following table (in thousands).

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Total $ 981,467

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0.875 % Convertible Notes due 2032

In November 2025, we completed the sale of $ 750.0 million in aggregate principal amount of 0.875 % Convertible Senior Notes due 2032 (the “2032 Convertible Notes”).

The net proceeds from the issuance of the 2032 Convertible Notes, after deducting the initial purchasers’ fee of $ 15.0 million, was approximately $ 735.0 million.

We also incurred additional debt issuance costs totaling $ 0.5 million.

Debt issuance costs and the initial purchasers’ fee are presented as a debt discount.

The 2032 Convertible Notes pay interest semi-annually in arrears on May 15th and November 15th of each year at an annual rate of 0.875 %.

The 2032 Convertible Notes are general unsecured obligations and rank senior in right of payment to all indebtedness that is expressly subordinated in right of payment to the 2032 Convertible Notes, rank equally in right of payment with all existing and future liabilities that are not so subordinated, are effectively junior to any secured indebtedness to the extent of the value of the assets securing such indebtedness, and are structurally subordinated to all indebtedness and other liabilities (including trade payables) of our current or future subsidiaries.

The 2032 Convertible Notes have a maturity date of November 15, 2032.

Holders may convert their 2032 Convertible Notes at their option only in the following circumstances:

(1) during any calendar quarter commencing after the calendar quarter ending on March 31, 2026, if the last reported sale price per share of common stock exceeds 130 % of the conversion price for each of at least 20 trading days during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter;

(2) during the five consecutive business days immediately after any five consecutive trading day period (such five consecutive trading day period, the “measurement period”) in which the trading price per $1,000 principal amount of notes for each trading day of the measurement period was less than 98 % of the product of the last reported sale price per share of our common stock on such trading day and the conversion rate on such trading day;

(3) upon the occurrence of certain corporate events or distributions on our common stock, as described in the indenture for the 2032 Convertible Notes;

(4) if we call such notes for redemption;

and (5) at any time from, and including, May 15, 2032, until the close of business on the second scheduled trading day immediately before the maturity date.

As of December 31, 2025, the 2032 Convertible Notes were not convertible.

Upon conversion, we will pay cash for the settlement of principal, and for the premium, if applicable, we will pay cash, deliver shares of common stock or a combination of cash and shares of common stock, at our election.

The initial conversion rate for the 2032 Convertible Notes is 11.4683 shares of common stock per $1,000 in principal amount of 2032 Convertible Notes, equivalent to a conversion price of approximately $ 87.20 per share of our common stock.

The conversion rate is subject to adjustment in some events but will not be adjusted for any accrued or unpaid interest.

As of December 31, 2025, we were in compliance with all covenants.

2032 Capped Call Transactions

In connection with the offering of the 2032 Convertible Notes, we entered into capped call transactions with certain counterparties (the “2032 Capped Call Transactions”).

The 2032 Capped Call Transactions are expected generally to reduce potential dilution to holders of our common stock upon conversion of the 2032 Convertible Notes or at our election (subject to certain conditions) offset any cash payments we are required to make in excess of the principal amount of such converted 2032 Convertible Notes.

The cap price of the 2032 Capped Call Transactions is initially $ 136.78 per share of common stock, representing a premium of 100 % above the last reported sale price of $ 68.30 per share of common stock on November 5, 2025, and is subject to certain adjustments under the terms of the 2032 Capped Call Transactions.

As of December 31, 2025, no 2032 Capped Call Transactions had been exercised.

Pursuant to their terms, the 2032 Capped Call Transactions qualify for classification within stockholders’ equity in our consolidated balance sheets, and their fair value is not remeasured and adjusted as long as they continue to qualify for stockholders’ equity classification.

We paid approximately $ 106.8 million for the 2032 Capped Call Transactions, including applicable transaction costs, which was recorded as a reduction to additional paid-in capital in our consolidated balance sheets.

The 2032 Capped Call Transactions are separate transactions entered into by us with certain counterparties, are not part of the terms of the 2032 Convertible Notes, and do not affect any holder’s rights under the 2032 Convertible Notes.

Holders of the 2032 Convertible Notes do not have any rights with respect to the 2032 Capped Call Transactions.

0.00 % Convertible Notes due 2031

In November 2025, we completed the sale of $ 750.0 million in aggregate principal amount of 0.00 % Convertible Senior Notes due 2031 (the “2031 Convertible Notes”).

The net proceeds from the issuance of the 2031 Convertible Notes, after deducting the initial purchasers’ fee of $ 15.0 million, was approximately $ 735.0 million.

We also incurred additional debt issuance costs totaling $ 0.5 million.

Debt issuance costs and the initial purchasers’ fee are presented as a debt discount.

Halozyme Therapeutics, Inc.

Notes to Consolidated Financial Statements — (Continued)

The 2031 Convertible Notes will not bear regular interest and the principal amount of the 2031 Convertible Notes will not accrete.

The 2031 Convertible Notes are general unsecured obligations and rank senior in right of payment to all indebtedness that is expressly subordinated in right of payment to the 2031 Convertible Notes, rank equally in right of payment with all existing and future liabilities that are not so subordinated, are effectively junior to any secured indebtedness to the extent of the value of the assets securing such indebtedness and are structurally subordinated to all indebtedness and other liabilities (including trade payables) of our current or future subsidiaries.

The 2031 Convertible Notes have a maturity date of February 15, 2031.

Holders may convert their 2031 Convertible Notes at their option only in the following circumstances:

(3) upon the occurrence of certain corporate events or distributions on our common stock, as described in the indenture for the 2031 Convertible Notes;

(4) if we call such notes for redemption;

and (5) at any time from, and including, August 15, 2030, until the close of business on the scheduled trading day immediately before the maturity date.

As of December 31, 2025, the 2031 Convertible Notes were not convertible.

Upon conversion, we will pay cash for the settlement of principal and for the premium, if applicable, we will pay cash, deliver shares of common stock or a combination of cash and shares of common stock, at our election.

The initial conversion rate for the 2031 Convertible Notes is 11.4683 shares of common stock per $1,000 in principal amount of 2031 Convertible Notes, equivalent to a conversion price of approximately $ 87.20 per share of our common stock.

The conversion rate is subject to adjustment.

As of December 31, 2025, we were in compliance with all covenants.

2031 Capped Call Transactions

In connection with the offering of the 2031 Convertible Notes, we entered into capped call transactions with certain counterparties (the “2031 Capped Call Transactions”).

The 2031 Capped Call Transactions are expected generally to reduce potential dilution to holders of our common stock upon conversion of the 2031 Convertible Notes or at our election (subject to certain conditions) offset any cash payments we are required to make in excess of the principal amount of such converted 2031 Convertible Notes.

The cap price of the 2031 Capped Call Transactions is initially $ 136.78 per share of common stock, representing a premium of 100 % above the last reported sale price of $ 68.30 per share of common stock on November 5, 2025, and is subject to certain adjustments under the terms of the 2031 Capped Call Transactions.

As of December 31, 2025, no 2031 Capped Call Transactions had been exercised.

Pursuant to their terms, the 2031 Capped Call Transactions qualify for classification within stockholders’ equity in our consolidated balance sheets, and their fair value is not remeasured and adjusted as long as they continue to qualify for stockholders’ equity classification.

We paid approximately $ 104.0 million for the 2031 Capped Call Transactions, including applicable transaction costs, which was recorded as a reduction to additional paid-in capital in our consolidated balance sheets.

The 2031 Capped Call Transactions are separate transactions entered into by us with certain counterparties, are not part of the terms of the 2031 Convertible Notes, and do not affect any holder’s rights under the 2031 Convertible Notes.

Holders of the 2031 Convertible Notes do not have any rights with respect to the 2031 Capped Call Transactions.

1.00 % Convertible Notes due 2028

In August 2022, we completed the sale of $ 720.0 million in aggregate principal amount of 1.00 % Convertible Senior Notes due 2028 (the “2028 Convertible Notes”).

The net proceeds in connection with the issuance of the 2028 Convertible Notes, after deducting the initial purchasers’ fee of $ 18.0 million, was approximately $ 702.0 million.

The net proceeds from the issuance of the 2028 Convertible Notes, after deducting the initial purchasers’ fee of $ 18.0 million, was approximately $ 702.0 million.

We also incurred additional debt issuance costs totaling $ 1.0 million.

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The 2028 Convertible Notes have a maturity date of August 15, 2028.

Halozyme Therapeutics, Inc.

Notes to Consolidated Financial Statements — (Continued)

Holders may convert their 2028 Convertible Notes at their option only in the following circumstances:

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(3) upon the occurrence of certain corporate events or distributions on our common stock, as described in the offering memorandum for the 2028 Convertible Notes;

(3) upon the occurrence of certain corporate events or distributions on our common stock, as described in the indenture for the 2028 Convertible Notes;

(4) if we call such notes for redemption;

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The conversion rate is subject to adjustment in some events but will not be adjusted for any accrued or unpaid interest.

In connection with the offering of the 2032 Convertible Notes and 2031 Convertible Notes, we used a portion of the net proceeds of the offering to enter into privately negotiated agreement with certain holder of its outstanding 2028 Convertible Notes to repurchase their 2028 Convertible Notes for cash.

In connection with the repurchases, we paid approximately $ 342.9 million in cash, which included a premium, inducement expense and accrued interest.

As of December 31, 2025, we were in compliance with all covenants.

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The cap price of the 2028 Capped Call Transactions is initially $ 75.4075 per share of common stock, representing a premium of 75 % above the last reported sale price of $ 43.09 per share of common stock on August 15, 2022, and is subject to certain adjustments under the terms of the 2028 Capped Call Transactions.

As of December 31, 2024, no capped calls had been exercised.

Pursuant to their terms, the capped calls qualify for classification within stockholders’ equity in our consolidated balance sheets, and their fair value is not remeasured and adjusted as long as they continue to qualify for stockholders’ equity classification.

We paid approximately $ 69.1 million for the Capped Calls, including applicable transaction costs, which was recorded as a reduction to additional paid-in capital in our consolidated balance sheets.

The Capped Call Transactions are separate transactions entered into by us with the capped call Counterparties, are not part of the terms of the 2028 Convertible Notes, and do not affect any holder’s rights under the 2028 Convertible Notes.

As of December 31, 2025, no 2028 Capped Call Transactions had been exercised.

Pursuant to their terms, the 2028 Capped Call Transactions qualify for classification within stockholders’ equity in our consolidated balance sheets, and their fair value is not remeasured and adjusted as long as they continue to qualify for stockholders’ equity classification.

We paid approximately $ 69.1 million for the 2028 Capped Call Transactions, including applicable transaction costs, which was recorded as a reduction to additional paid-in capital in our consolidated balance sheets.

The 2028 Capped Call Transactions are separate transactions entered into by us with certain counterparties, are not part of the terms of the 2028 Convertible Notes, and do not affect any holder’s rights under the 2028 Convertible Notes.

Holders of the 2028 Convertible Notes do not have any rights with respect to the 2028 Capped Call Transactions.

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In March 2021, we completed the sale of $ 805.0 million in aggregate principal amount of 0.25 % Convertible Senior Notes due 2027 (the “2027 Convertible Notes”).

The net proceeds in connection with the issuance of the 2027 Convertible Notes, after deducting the initial purchasers’ fee of $ 20.1 million, was approximately $ 784.9 million.

The net proceeds from the issuance of the 2027 Convertible Notes, after deducting the initial purchasers’ fee of $ 20.1 million, was approximately $ 784.9 million.

We also incurred additional debt issuance costs totaling $ 0.4 million.

Debt issuance costs and the initial purchasers’ fee are presented as a debt discount.

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Halozyme Therapeutics, Inc.

Notes to Consolidated Financial Statements — (Continued)

The 2027 Convertible Notes pay interest semi-annually in arrears on March 1st and September 1st of each year at an annual rate of 0.25 %.

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The 2027 Convertible Notes have a maturity date of March 1, 2027.

Halozyme Therapeutics, Inc.

Notes to Consolidated Financial Statements — (Continued)

Holders may convert their 2027 Convertible Notes at their option only in the following circumstances:

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(3) upon the occurrence of certain corporate events or distributions on our common stock, as described in the offering memorandum for the 2027 Convertible Notes;

(3) upon the occurrence of certain corporate events or distributions on our common stock, as described in the indenture for the 2027 Convertible Notes;

(4) if we call such notes for redemption;

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The conversion rate is subject to adjustment.

In connection with the offering of the 2032 Convertible Notes and 2031 Convertible Notes, we used a portion of the net proceeds of the offering to enter into privately negotiated agreement with certain holder of its outstanding 2027 Convertible Notes to repurchase their 2027 Convertible Notes for cash.

In connection with the repurchases, we paid approximately $ 676.8 million in cash, which included a premium, inducement expense and accrued interest.

As of December 31, 2025, we were in compliance with all covenants.

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In November 2019, we completed the sale of $ 460.0 million in aggregate principal amount of 1.25 % Convertible Senior Notes due 2024 (the “2024 Convertible Notes”).

The net proceeds in connection with the issuance of the 2024 Convertible Notes, after deducting the initial purchasers’ fee of $ 12.7 million, was approximately $ 447.3 million.

The net proceeds from the issuance of the 2024 Convertible Notes, after deducting the initial purchasers’ fee of $ 12.7 million, was approximately $ 447.3 million.

We also incurred debt issuance cost totaling $ 0.3 million.

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In connection with the conversion, we paid approximately $ 13.5 million in cash which included principal and accrued interest, and issued 288,886 shares of our common stock representing the intrinsic value based on the contractual conversion rate.

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2028 Convertible Notes 469,999 720,000

2031 Convertible Notes

2032 Convertible Notes

Total principal amount

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2028 Convertible Notes ( 5,561 ) ( 11,684 )

2031 Convertible Notes

2032 Convertible Notes

Total unamortized debt discount $ ( 36,944 ) $ ( 19,202 )

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2028 Convertible Notes 464,438 708,316

2031 Convertible Notes

2032 Convertible Notes

Total carrying amount $ 2,142,630 $ 1,505,798

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2028 Convertible Notes 624,690 779,882

Total fair value of outstanding notes $ 1,549,100 $ 1,366,348

Remaining amortization per period of debt discount (in years)

2031 Convertible Notes

2032 Convertible Notes

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Total fair value of outstanding notes $ 2,374,294 $ 1,549,100

Halozyme Therapeutics, Inc.

7 unchanged sentences

2028 Convertible Notes 6,860 7,200 7,200

2032 Convertible Notes

Total coupon interest

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2028 Convertible Notes 2,980 3,118 3,073

2031 Convertible Notes

2032 Convertible Notes

Total amortization of debt discount $ 6,695 $ 6,550 $ 6,506

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2028 Convertible Notes 9,840 10,318 10,273

2031 Convertible Notes

2032 Convertible Notes

Total interest expense $ 16,258 $ 15,763 $ 15,755

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2031 Convertible Notes

0.4 % — % — %

2032 Convertible Notes

1.2 % — % — %

Revolving Credit and Term Loan Facilities

In May 2022, we entered into a credit agreement, which was subsequently amended in August 2022 (the “Amendment”), with Bank of America, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, and the other lenders and L/C Issuers party thereto (the “2022 Credit Agreement”), evidencing a credit facility (the “2022 Facility”) that provides for (i) a $ 575 million revolving credit facility (the “Revolving Credit Facility”) and (ii) a $ 250 million term loan facility (the “Term Facility”).

Concurrently, with the entry into the Amendment, we repaid the entire outstanding Term Loan Facility and repaid all outstanding loans under the Revolving Credit Facility under the 2022 Credit Agreement.

The 2022 Facility will mature on November 30, 2026 unless either the Revolving Credit Facility or the Term Facility is extended prior to such date in accordance with the 2022 Credit Agreement.

The Term Facility requires quarterly scheduled repayments of the term loans in each of the first, second, third and fourth years following the closing in annual amounts equal to 2.50 %, 5.00 %, 7.50 % and 10.00 % of the initial principal amount of the term loans, respectively.

The term loans are also subject to mandatory prepayments from the proceeds of certain asset sales, subject to our right to reinvest the proceeds thereof.

Borrowings under the 2022 Facility bear interest, at our option, at a rate equal to an applicable margin plus:

(a) the applicable Term Secured Overnight Financing Rate (“SOFR”) (which includes a SOFR adjustment of 0.10 %), or (b) a base rate determined by reference to the highest of (1) the federal funds effective rate plus 0.50 %, (2) the Bank of America prime rate, (3) the Term SOFR rate for an interest period of one month plus 1.10 %, and (4) 1.00 %.

In May 2022, we entered into a credit agreement, which was subsequently amended (i) in August 2022 (the “First Amendment”), (ii) in March 2023 (the “Second Amendment”) and (iii) in November 2025 (the “Third Amendment”) with Bank of America, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, and the other lenders and L/C Issuers party thereto (the credit agreement as amended by the First Amendment, the Second Amendment and the Third Amendment, the “2022 Credit Agreement”), evidencing a credit facility (the “2022 Facility”) that provides for a $ 750 million revolving credit facility (the “Amended Revolving Credit Facility”).

The Amended Revolving Credit Facility will mature on the earlier of (a) November 5, 2030 and (b) the Springing Revolver Maturity Date (as defined in the 2022 Credit Agreement), unless the Amended Revolving Credit Facility is extended prior to such date in accordance with the 2022 Credit Agreement.

Borrowings under the Amended Revolving Credit Facility bear interest at a rate equal to an applicable margin plus:

(a) the applicable Term SOFR (as defined in the Credit Agreement) rate, or (b) a base rate determined by reference to the highest of (1) the federal funds effective rate plus 0.50 %, (2) the Bank of America prime rate, (3) the Term SOFR rate for an interest period of one month plus 1.00 %, and (4) 1.00 %.

The applicable margin for the Amended Revolving Credit Facility ranges, based on our consolidated total net leverage ratio, from 0.25 % to 1.25 % in the case of base rate loans and from 1.25 % to 2.25 % in the case of Term SOFR rate loans.

In addition to paying interest on the outstanding principal under the Amended Revolving Credit

Halozyme Therapeutics, Inc.

Notes to Consolidated Financial Statements — (Continued)

Facility, we will pay (i) a commitment fee in respect of the unutilized commitments thereunder and (ii) customary letter of credit fees and agency fees.

The margin for the 2022 Facility ranges, based on our consolidated total net leverage ratio, from 0.25 % to 1.25 % in the case of base rate loans and from 1.25 % to 2.25 % in the case of Term SOFR rate loans.

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The commitment fees range from 0.15 % to 0.35 % per annum based on our consolidated net leverage ratio.

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Halozyme Therapeutics, Inc.

Notes to Consolidated Financial Statements — (Continued)

As of December 31, 2025, the Revolving Credit Facility was undrawn.

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Future maturities and interest payments of long-term debt as of December 31, 2025, are as follows (in thousands):

2026 $ 11,841

Thereafter 1,513,125

Total minimum payments 2,240,452

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Long-term debt, less current portion and unamortized debt discount $ 2,142,630

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Halozyme Therapeutics, Inc.

Notes to Consolidated Financial Statements — (Continued)

Stockholders’ Equity

Share-based Compensation

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As of December 31, 2025, 6.9 million shares were subject to outstanding awards and 8.1 million shares were available for future grants of share-based awards.

The following table summarized share-based compensation expense included in our consolidated statements of income related to share-based awards (in thousands):

The following table summarizes share-based compensation expense included in our consolidated statements of income related to share-based awards excluding the acceleration of Elektrofi and Surf Bio equity awards (in thousands):

Year Ended December 31,

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During the twelve months ended December 31, 2025, 42,698 shares were issued pursuant to the 2021 ESPP.

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Expected dividend yield — — —

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The fair value of PSUs vested during the years ended December 31, 2025, 2024 and 2023 was $ 9.0 million, $ 1.6 million and $ 0.2 million, respectively.

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Halozyme Therapeutics, Inc.

Notes to Consolidated Financial Statements — (Continued)

Stockholders’ Equity

During the years ended December 31, 2024, 2023 and 2022, we issued an aggregate of 1,207,914 , 565,343 and 789,870 shares of common stock, respectively, in connection with the exercises of stock options, for net proceeds of approximately $ 32.7 million, $ 10.0 million and $ 15.3 million, respectively.

For the years ended December 31, 2024, 2023 and 2022, we issued 363,155 , 333,379 and 254,907 shares of common stock, respectively, upon vesting of certain RSUs and PSUs for which the RSU and PSU holders surrendered 88,825 , 70,733 and 68,425 RSUs and PSUs, respectively.

Stock options and unvested restricted units totaling approximately 7.4 million, 7.8 million and 6.6 million shares of our common stock were outstanding as of December 31, 2024, 2023 and 2022, respectively.

Share Repurchases

In December 2021, the Board of Directors authorized a second capital return program to repurchase up to $ 750.0 million of outstanding stock over a three -year period which we completed in June 2024.

In December 2021, our Board of Directors authorized a capital return program to repurchase up to $ 750.0 million of our outstanding common stock over a three -year period which we completed in June 2024.

A total of 19.1 million shares were repurchased over the three -year period at an average price per share of $ 39.31 .

In February 2024, our Board of Directors authorized a new capital return program to repurchase up to $ 750.0 million of our outstanding common stock.

In December 2024, we entered into an Accelerated Share Repurchase (“ASR”) agreement with Bank of America to repurchase $ 250.0 million of our common stock.

Pursuant to the agreement, at the inception of the ASR, we paid $ 250.0 million to Bank of America and took initial delivery of 4.2 million shares, representing approximately 80 percent of the total shares that will be repurchased under the ASR agreement measured based on the closing price of our common stock on the transaction trade date.

The final share count will be determined at the transaction settlement date.

In December 2024, we entered into an Accelerated Share Repurchase (“ASR”) agreement with Bank of America, N.A.

to repurchase $ 250.0 million of our outstanding common stock.

Pursuant to the agreement, at the inception of the ASR, we paid $ 250.0 million to Bank of America, N.A.

and took initial delivery of 4.2 million shares, representing approximately 80 percent of the total shares to be repurchased under the ASR agreement measured based on the closing price of our common stock on the transaction trade date.

In March 2025, we finalized the ASR transaction resulting in a total repurchase of 4.7 million shares at an average price of $ 53.95 per share.

Halozyme Therapeutics, Inc.

Notes to Consolidated Financial Statements — (Continued)

In May 2025, we announced a second $ 250.0 million share repurchase under the $ 750.0 million approved program from February 2024.

The second $ 250.0 million share repurchase was completed in June 2025, resulting in a total purchase of 4.8 million shares at an average price of $ 52.09 per share.

In June 2025, we initiated the third $ 250.0 million share repurchase tranche under the $ 750.0 million approved program from February 2024.

As of December 31, 2025, $ 92.3 million has been used to repurchase approximately 1.7 million shares at an average price of $ 52.89 per share.

We had the following share repurchase activity under the approved share repurchase program (in thousands, except share and per share amounts):

Total Number of Shares Purchased

Weighted-Average Price Paid Per Share

First quarter (1)

452,453 $ 53.95 $ 24,410

Second quarter (2)

5,818,338 52.16 303,490

Third quarter (2)

725,514 53.59 38,882

Fourth quarter

6,996,305 $ 52.42 $ 366,782

(1) The shares we repurchased during the first quarter are part of the ASR initiated in December 2024.

(2) Included in the total cost of shares purchased is a commission fee of $ 0.02 per share.

All shares repurchased under our capital return programs have been retired and have resumed their status of authorized and unissued shares.

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(1) The anti-dilutive securities include outstanding stock options, unvested RSUs, unvested PSUs, common shares expected to be issued under our ESPP and Convertible Notes.

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Our administrative offices and research facilities are located in San Diego, California.

We also lease a building in Minnetonka, Minnesota consisting of office, assembly operations, and warehousing space, and have a small administrative office in Ewing, New Jersey.

We also lease a building in Minnetonka, Minnesota consisting of office, assembly operations, and warehousing space, two leased buildings in Boston, Massachusetts consisting of office and lab space and have a small leased administrative office in Ewing, New Jersey.

We lease an aggregate of approximately 196,000 square feet of space.

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Approximate annual future minimum operating lease payments as of December 31, 2025 are as follows (in thousands):

2026 $ 11,277

Thereafter 747

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Any of these claims could subject us to costly legal expenses and, while we generally believe that we have adequate insurance to cover many different types of liabilities, our insurance carriers may deny coverage or our policy limits may be inadequate to fully satisfy any damage awards or settlements.

If this were to happen, the payment of any such awards could have a material adverse effect on our consolidated results of operations and financial position.

If this were to happen, the payment of any such awards could have a material adverse effect on our consolidated statements of income and balance sheets.

Additionally, any such claims, whether or not successful, could damage our reputation and business.

We currently are not a party to any legal proceedings, the adverse outcome of which, in our opinion, individually or in the aggregate, would have a material adverse effect on our consolidated results of operations or financial position.

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Net operating loss carryforwards $ 60,853 $ 20,736

Research and development and orphan drug credits 17,868 38,192

Capped call transactions

Research and development and credits

22,308 17,868

Share-based compensation 9,960 6,567

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Total deferred tax assets 189,864 106,623

106,623 123,077

Valuation allowance for deferred tax assets ( 878 ) ( 2,363 )

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Total deferred tax liabilities ( 231,910 ) ( 100,405 )

Net deferred tax asset $ 3,855 $ 4,386

Net deferred tax (liabilities) asset

$ ( 42,924 ) $ 3,855

A valuation allowance of $ 0.9 million and $ 2.4 million has been established to offset the net DTAs as of December 31, 2025 and 2024, respectively, as realization of such assets is uncertain.

On a periodic basis, we reassess the valuation allowance of our DTAs, weighing all positive and negative evidence, to assess if it is more-likely-than-not that some or all our DTAs will be realized.

After assessing both positive and negative evidence, we determined that it was more likely than not that our DTAs would be realized except for certain deferred tax assets associated with unrealized cash flow hedge and net operating losses in foreign jurisdictions where we do not expect benefit.

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After assessing both positive and negative evidence, we determined that it was more likely than not that our DTAs would be realized except for certain deferred tax assets associated with net operating losses in foreign jurisdictions where we do not expect benefit.

Halozyme Therapeutics, Inc.

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$ 149,986 $ 113,041 $ 66,735

The provision for income taxes on earnings subject to income taxes differs from the statutory federal income tax rate due to the following:

The provision for income taxes on earnings subject to income taxes differs from the statutory federal income tax rate due to the following (dollars in thousands):

Year Ended December 31,

2025 2024 2023

Federal income tax expense

Dollar Percent Dollar Percent Dollar Percent

federal statutory tax expense and rate

$ 98,044 21.00 % $ 116,998 21.00 % $ 73,254 21.00 %

State income tax expense, net of federal income tax impact

State and local income taxes, net of federal income tax effect (1)

13,252 2.84 % 10,963 1.97 % 4,134 1.19 %

Executive compensation limitation 0.58 % 0.90 % 2.61 %

Foreign tax effects

137 0.03 % 151 0.03 % 105 0.03 %

Effect of cross-border tax laws

Foreign-derived intangible income

Research and development credits, net ( 0.39 ) % ( 2.71 ) % — %

Non-deductible expenses and other 0.66 % 0.62 % ( 0.57 ) %

Effective income tax rate

( 22,921 ) ( 4.91 ) % ( 19,644 ) ( 3.53 ) % ( 11,989 ) ( 3.44 ) %

Research and development tax credits

( 1,840 ) ( 0.39 ) % ( 1,457 ) ( 0.27 ) % ( 4,394 ) ( 1.26 ) %

Changes in valuation allowances

( 1,498 ) ( 0.32 ) % 96 0.02 %

Nontaxable or non-deductible items

Non-deductible acquired IPR&D

59,826 12.81 % — — % — — %

5,458 1.17 % 1,942 0.35 % 2,605 0.75 %

Changes in unrecognized tax benefits

655 0.14 % 2,610 0.47 % 455 0.13 %

Other adjustments

( 1,127 ) ( 0.24 ) % 1,382 0.25 % 2,565 0.73 %

Income tax expense and effective income tax rate

$ 149,986 32.13 % $ 113,041 20.29 % $ 66,735 19.13 %

(1) State taxes in NY, NJ, MN, PA, CA and MA made up the majority (greater than 50%) of the tax effect in this category.

As of December 31, 2025, our unrecognized tax benefit and uncertain tax positions were $ 26.9 million, of which $ 25.7 million will impact the effective tax rate when resolved.

Of the unrecognized tax benefits, we do not expect any significant changes to occur in the next 12 months.

Interest and/or penalties related to uncertain income tax positions are recognized by us as a component of income tax expense.

For the years ended December 31, 2025, 2024 and 2023, we recognized an immaterial amount of interest and penalties.

Halozyme Therapeutics, Inc.

Notes to Consolidated Financial Statements — (Continued)

The following table summarizes the activity related to our unrecognized tax benefits (in thousands):

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$ 24,519 $ 21,918 $ 19,482

Increases in tax positions for current year

Increases in tax positions for prior years

Decreases in tax positions for prior years and lapse in statute of limitations

244 2,181 1,645

Increases in tax positions related to business acquisition

Increases in tax positions for current year 612 791 787

Decreases in tax positions for prior years and lapse in statute of limitations

( 18 ) ( 192 ) —

Gross unrecognized tax benefits, end of period $ 26,865 $ 24,519 $ 21,918

As of December 31, 2024, we had California and other state net operating loss carryforwards of approximately $ 236.9 million and $ 63.1 million, respectively.

The California and other state net operating loss carryforwards begin to expire in 2029.

As of December 31, 2024, we had federal and California research and development tax credit carryforwards of approximately $ 1.1 million, and $ 25.2 million, respectively.

The federal research and development tax credits will begin to expire in 2040 unless previously utilized.

The California research and development tax credits will carryforward indefinitely until utilized.

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Halozyme Therapeutics, Inc.

Notes to Consolidated Financial Statements — (Continued)

As of December 31, 2025, we had U.S.

federal, California, Massachusetts and other state net operating loss carryforwards of approximately $ 145.6 million, $ 236.5 million, $ 139.2 million and $ 60.6 million, respectively.

federal net operating loss will carry forward indefinitely until utilized.

State net operating losses will begin to expire in 2029 unless previously utilized.

As of December 31, 2025, we had U.S.

federal, California and Massachusetts research and development tax credit carryforwards of approximately $ 4.9 million, $ 25.1 million and $ 2.5 million, respectively.

federal research and development tax credits will begin to expire in 2040 unless previously utilized.

The California research and development tax credits will carry forward indefinitely until utilized.

The Massachusetts research and development tax credits will begin to expire in 2036 unless previously utilized.

Pursuant to Internal Revenue Code Section 382, the annual use of the net operating loss carryforwards and research and development tax credits could be limited by any greater than 50% ownership change during any three-year testing period.

As a result of any such ownership change, portions of our net operating loss carryforwards and research and development tax credits are subject to annual limitations.

We completed an updated Section 382 analysis regarding the limitation of the net operating losses and research and development credits as of the acquisition of Antares.

We completed an updated Section 382 analysis regarding the limitation of the net operating losses and research and development credits as of the acquisition of Antares and Elektrofi.

Based upon the analysis, we determined that ownership changes occurred in prior years;

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federal and state tax authorities due to the carryforward of unutilized net operating losses and research and development credits.

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Income taxes paid, net of refunds, are as following (in thousands):

Year Ended December 31,

2025 2024 2023

$ 119,100 $ 65,000 $ 22,621

Pennsylvania (1)

All other states

15,541 15,618 5,815

Total income taxes paid, net of refunds

$ 134,641 $ 80,618 $ 31,756

(1) Jurisdiction in which income taxes paid, net of refunds, exceeded 5% of the total income taxes paid, net of refunds.

The amount of income taxes paid, net of refunds, during the years ended December 31, 2024 and December 31, 2025 did not meet the 5% disaggregation threshold, and therefore, is included in “All other states.”

Halozyme Therapeutics, Inc.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures