2 unchanged sentences
Our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud.
−Removed: A control system, no matter how well designed and operated, can provide only
−Removed: reasonable, not absolute, assurance that the objectives of the control system are met.
+Added: A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.
Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.
10 unchanged sentences
Our independent registered public accounting firm, Deloitte & Touche LLP, has audited the effectiveness of our internal control over financial reporting as of December 31, 2025, as stated in their report which is included in this Annual Report on Form 10-K.
+Added: Changes in Internal Control over Financial Reporting
+Added: There were no changes in our internal control over financial reporting during the quarter ended December 31, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
+Added: Other Information.
+Added: (b) During the quarter ended December 31, 2025, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “ non -Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
+Added: Disclosures Regarding Foreign Jurisdictions that Prevent Inspections.
+Added: Not applicable.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
3 unchanged sentences
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
−Removed: We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2024, of the Company and our report dated February 25, 2025, expressed an unqualified opinion.
+Added: We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2025, of the Company and our report dated February 24, 2026, expressed an unqualified opinion on those financial statements.
Basis for Opinion
1 unchanged sentence
Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.
−Removed: We are a public accounting firm registered with the PCAOB and
−Removed: are required to be independent with respect to the Company in accordance with the U.S.
+Added: We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.
federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
13 unchanged sentences
February 24, 2026
−Removed: Changes in Internal Control over Financial Reporting
−Removed: There were no changes in our internal control over financial reporting during the quarter ended December 31, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
−Removed: Other Information.
−Removed: During the quarter ended December 31, 2024, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “ non -Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
−Removed: Disclosures Regarding Foreign Jurisdictions that Prevent Inspections.
−Removed: Not applicable.
Directors, Executive Officers and Corporate Governance.
29 unchanged sentences
Exhibit Description
+Added: Sales Agreement, dates as of February 25, 2025, by and among Harmony Biosciences Holdings, Inc., Leerink Partners LLC and Cantor Fitzgerald and Co.
+Added: February 25, 2025
Agreement and Plan of Merger, dated August 14, 2023, by and among Harmony Biosciences Holdings, Inc., Xylophone Acquisition Corp.
21 unchanged sentences
August 11, 2020
−Removed: Amended and Restated Employment Agreement, dated August 11, 2020, by and
+Added: Amended and Restated Employment Agreement, dated August 11, 2020, by and between Harmony Biosciences, LLC and John C.
August 11, 2020
−Removed: between Harmony Biosciences, LLC and John C.
Acknowledgment and Release Agreement, dated January 20, 2023, by and between Harmony Biosciences Holdings, Inc.
26 unchanged sentences
July 27, 2020
+Added: Amendment No.1 to License and Commercialization Agreement, dated July 31,
+Added: April 30, 2024
+Added: 2022, by and between Bioprojet Société Civile de Recherche and Harmony Biosciences, LLC.
Right of Use Agreement, dated November 1, 2019, by and between Paragon Biosciences, LLC and Harmony Biosciences, LLC.
2 unchanged sentences
July 27, 2020
−Removed: Offer Letter, dated September 7, 2017, by and between Harmony Biosciences, LLC and Jeffrey Dierks.
+Added: Separation Agreement by and between Jeffrey Dierks, Harmony Biosciences Holdings, Inc., Harmony Biosciences, LLC, and Harmony Biosciences Management, Inc., dated March 20, 2025.
March 20, 2025
1 unchanged sentence
March 15, 2021
−Removed: Promotion Increase Award Letter to Jeffrey Dierks, dated June 9, 2021 .
−Removed: August 10, 2021
+Added: Employment Letter between Harmony Biosciences, LLC.
+Added: and Kumar Budur, as amended.
Restricted Stock Unit Award Agreement dated October 4, 2023 with Sandip Kapadia
October 5, 2023
−Removed: Restricted Stock Unit Award Agreement dated October 4, 2023 with Jeffrey Dierks
−Removed: October 5, 2023
Credit Agreement, dated as of July 26, 2023, by an among JPMorgan Chase Bank, N.A., as administrative agent, and the lenders from time to time party thereto.
9 unchanged sentences
Insider Trading Policy
+Added: February 25, 2025
List of Subsidiaries of Harmony Biosciences Holdings, Inc.
1 unchanged sentence
Certification of Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
−Removed: Certification of Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended,
−Removed: as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
+Added: Certification of Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Certification of Chief Executive Officer pursuant to 18 U.S.C.
44 unchanged sentences
Andreas Wicki
+Added: /s/ Ron Philip
+Added: February 24, 2026
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.