What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-02-23 compared with 2025-03-03 · 64 added, 65 removed, 250 unchanged (34% of the section changed)

18 unchanged sentences

Based on this evaluation, our management concluded that, as of December 31, 2025, our internal control over financial reporting was effective.

Attestation Report of the Registered Public Accounting Firm

The effectiveness of the company’s internal control over financial reporting has been audited by Ernst & Young LLP, our independent registered public accounting firm, as stated in its attestation report appearing on page 232 of this Annual Report under the heading “Report of Independent Registered Public Accounting Firm,” which expresses an unqualified opinion concerning the effectiveness of the company’s internal control over financial reporting as of December 31, 2024.

Table of Conten t s

Changes in Internal Control over Financial Reporting

9 unchanged sentences

Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Table of Conten t s

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the stockholders and the Board of Directors of ImmunityBio, Inc.

and Subsidiaries

Opinion on Internal Control over Financial Reporting

We have audited ImmunityBio, Inc.

and Subsidiaries’ internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, ImmunityBio, Inc.

and Subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, 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 operations, comprehensive loss, stockholders’ deficit and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and our report dated March 3, 2025 expressed an unqualified opinion thereon.

We have audited the internal control over financial reporting of ImmunityBio, Inc.

and subsidiaries (the “Company”) as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

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.

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 23, 2026, expressed an unqualified opinion on those financial statements.

Basis for Opinion

14 unchanged sentences

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Ernst & Young LLP

Los Angeles, California

March 3, 2025

Table of Conten t s

/s/ Deloitte & Touche LLP

San Diego, California

February 23, 2026

OTHER INFORMATION.

(a) Compensatory Arrangements of Certain Officers

On February 17, 2026, the company approved the payment of cash bonuses as set forth below (the 2025 Bonuses) to the company’s named executive officers, consisting of Dr.

Patrick Soon-Shiong, Richard Adcock and David Sachs (the NEOs) based on (i) the Compensation Committee’s assessment of the company’s achievement of pre-established performance measures pursuant to the company’s 2025 bonus plan under the Executive Incentive Compensation Plan, which reflect an estimated payout of approximately 77.4% of target amount for each NEO, based on preliminary, unaudited calculations subject to final closing procedures, and (ii) the Compensation Committee’s determination to award additional discretionary bonuses to each NEO as a reward for achievements for 2025 not otherwise reflected in the corporate performance measures of the 2025 bonus plan, such that the aggregate value of the cash bonus payout each NEO will receive pursuant to (i) and (ii) is equal to 100% of each NEO’s target annual bonus opportunity.

The 2025 Bonuses will be paid, less applicable taxes, on or about February 27, 2026.

Patrick Soon-Shiong $ 489,038

Richard Adcock 626,850

David Sachs 296,309

(b) Adoption and Termination (including Modification) of Rule 10b5-1 and Certain Other Trading Arrangements by Directors and Officers

None of our directors or officers, as defined in Rule 16a-1(f) under the Exchange Act, adopted or terminated a Rule 10b5-1 trading plan or arrangement or a non-Rule 10b5-1 trading plan or arrangement, as defined in Item 408(c) of Regulation S-K, during the three months ended December 31, 2024.

On December 18, 2025 , Dr.

Simon , a member of our board of directors and our Chief Corporate Affairs Officer , adopted a written plan for the sale of up to 3,374,487 shares of our common stock that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.

The plan will expire on November 26, 2027 , or on any earlier date on which all of the shares have been sold.

Other than noted above, none of our directors or officers, as defined in Rule 16a-1(f) under the Exchange Act, adopted or terminated a Rule 10b5-1 trading plan or arrangement or a non-Rule 10b5-1 trading plan or arrangement, as defined in Item 408(c) of Regulation S-K, during the three months ended December 31, 2025.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

Not applicable.

Table of Conten t s

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

8 unchanged sentences

The information required by this item will be contained in the Proxy Statement under the heading “Fees Paid to Independent Registered Public Accounting Firm” and is incorporated herein by reference.

Table of Conten t s

EXHIBIT AND FINANCIAL STATEMENT SCHEDULES.

10 unchanged sentences

Description Form File No.

3.1 Amended and Restated Certificate of Incorporation of ImmunityBio, Inc.

8-K 001-37507 3.1 August 4, 2015

3.2 Certificate of Amendment of Amended and Restated Certificate of Incorporation of ImmunityBio, Inc.

dated March 9, 2021.

8-K 001-37507 3.1 March 10, 2021

3.3 Certificate of Amendment of Amended and Restated Certificate of Incorporation of ImmunityBio, Inc.

dated February 1, 2022.

POSASR 333-255699 3.3 March 1, 2022

3.4 Certificate of Amendment of Amended and Restated Certificate of Incorporation of ImmunityBio, Inc.

dated October 18, 2023.

10-Q 001-37507 3.4 November 9, 2023

3.1* Restated Certificate of Incorporation of ImmunityBio, Inc.

3.2 Amended and Restated Bylaws of ImmunityBio, Inc.

5 unchanged sentences

S-1 333-205124 4.2 June 19, 2015

4.3 Registration Rights Agr eement by and between the Registrant and Cambridge Equities, LP, dated December 23, 2014.

4.3 Registration Rights Agreement by and between the Registrant and Cambridge Equities, LP, dated December 23, 2014.

S-1 333-205124 4.3 June 19, 2015

1 unchanged sentence

S-1 333-205124 4.5 June 19, 2015

Table of Conten t s

Number Incorporated by Reference Herein

Description Form File No.

4.5 Registration Rights Agreement, among the Registrant and the purchasers of Series B Preferred Stock, dated as of June 20, 2013.

4 unchanged sentences

10-K 001-37507 4.7 March 19, 2024

Number Incorporated by Reference Herein

Description Form File No.

4.8+ Common Stock Purchase Warrant, dated June 30, 2016, issued by the Company to NantWorks, LLC.

4 unchanged sentences

8-K 001-37507 4.1 July 21, 2023

4.11 Form of April 2025 Common Stock Purchase Warrant.

8-K 001-37507 4.1 April 8, 2025

4.12 Form of July 2025 Common Stock Purchase Warrant.

8-K 001-37507 4.1 July 25, 2025

10.1 Voting Agreement, dated as of December 21, 2020, by and among ImmunityBio, Inc., NantKwest, Inc.

8 unchanged sentences

10-K 001-37507 10.3 March 19, 2024

10.4 Limited Consent and Amendment to Revenue Interest Purchase Agreement, dated as of December 10, 2024, by and between ImmunityBio, Inc., the Purchasers p a rty thereto , and Infinity SA LLC , as Col lat eral Agent and Administrative Agent for the Purcha sers .

10.4 Limited Consent and Amendment to Revenue Interest Purchase Agreement, dated as of December 10, 2024, by and between ImmunityBio, Inc., the Purchasers party thereto, and Infinity SA LLC, as Collateral Agent and Administrative Agent for the Purchasers.

8-K 001-37507 1.3 December 11, 2024

3 unchanged sentences

10-K 001-37507 10.5 March 19, 2024

10.7 Securities Purchase Agreement, dated as of April 7, 2025.

8-K 001-37507 10.1 April 8, 2025

10.8 Securities Purchase Agreement, dated as of July 24, 2025.

8-K 001-37507 10.1 July 25, 2025

10.8 Securities Purchase Agreement dated as of February 15, 2023.

8-K 001-37507 10.1 February 15, 2023

Table of Conten t s

Number Incorporated by Reference Herein

3 unchanged sentences

8-K 001-37507 10.1 May 3, 2021

10.10 Amendment No.

1 to Open Market Sale Agreement dated December 23, 2025, by and between ImmunityBio, Inc.

and Jefferies LLC.

8-K 001-37507 10.1 December 29, 2025

10.11+ Agreement and Plan of Merger, dated May 19, 2017, by and among the Company, Altor Acquisition LLC, Altor BioScience Corporation and Shareholder Representative Services LLC.

5 unchanged sentences

8-K 001-37507 1.2 December 11, 2024

10.14 Amendment dated January 23, 2026 to the Second Amended and Restated Promissory Note by and between ImmunityBio, Inc.

and Nant Capital, LLC.

8-K 001-37507 10.1 January 26, 2026

10.15 Lease Agreement by and between ARE-JOHN HOPKINS COURT, LLC and the Company, dated June 19, 2015.

10 unchanged sentences

10-Q 001-37507 10.2 November 9, 2020

Number Incorporated by Reference Herein

Description Form File No.

10.21 Second Amendment to Facility License Agreement, effective as of May 1, 2022, by and between NantWorks, LLC, the Licensor, and ImmunityBio, Inc., the Licensee.

4 unchanged sentences

10-Q 001-37507 10.2 August 8, 2023

Table of Conten t s

Number Incorporated by Reference Herein

Description Form File No.

10.24+ Commercial Lease by and between Duley Road, LLC and Altor BioScience Manufacturing Company, LLC, dated February 1, 2017.

18 unchanged sentences

10-Q 001-37507 10.3 May 10, 2022

Number Incorporated by Reference Herein

Description Form File No.

10.34* Second Amendment to Lease, effective as of January 1, 2026, by and among Fort Schuyler Management Corporation and ImmunityBio, Inc.

Purchase Agreement by and between Athenex, Inc.

2 unchanged sentences

8-K 001-37507 10.1 January 12, 2022

Table of Conten t s

Number Incorporated by Reference Herein

Description Form File No.

10.36+ Letter Agreement effective as of July 1, 2019 between Immuno-Oncology Clinic, Inc.

17 unchanged sentences

S-1/A 333-205124 10.4 July 15, 2015

10.40# 2014 NantKwest, Inc.

Equity Incentive Plan and forms of agreement thereunder.

S-1 333-205124 10.2 June 19, 2015

10.43# ImmunityBio, Inc.

4 unchanged sentences

S-4 333-252332 10.14 January 19, 2021

10.45# ImmunityBio, Inc.

2025 Equity Incentive Plan.

8-K 001-37507 10.1 June 20, 2025

10.46+ Settlement Agreement and Release dated July 13, 2024 entered into by and among Altor BioScience, LLC, NantCell, Inc., HCW Biologics, Inc., and Dr.

1 unchanged sentence

19.1 ImmunityBio, Inc.

Insider Trading Policy, a s Amended.

Insider Trading Policy, as Amended.

10-K 001-37507 19.1 March 3, 2025

21.1* Subsidiaries of ImmunityBio, Inc.

as of December 31, 2025.

23.1* Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm.

23.2* Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.

24.1* Power of Attorney (Contained in Signature Page to this Annual Report).

31.1* Certification of Principal Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15(d)-14(a) of the Securities Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Table of Conten t s

Number Incorporated by Reference Herein

Description Form File No.

24.1* Power of Attorney (Contained in Signature Page to this Annual Report).

31.2* Certification of Principal Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15(d)-14(a) of the Securities Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

21 unchanged sentences

FORM 10-K SUMMARY.

Table of Conten t s

Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, as amended, the registrant has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized.

IMMUNITYBIO, INC.

March 3, 2025

February 23, 2026

/s/ Richard Adcock

2 unchanged sentences

(Principal Executive Officer)

March 3, 2025

February 23, 2026

Chief Financial Officer

(Principal Financial Officer)

March 3, 2025

February 23, 2026

Chief Accounting Officer

(Principal Accounting Officer)

Table of Conten t s

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Richard Adcock, David C.

Sachs and Jason Liljestrom, and each of them, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes, may lawfully do or cause to be done by virtue thereof.

Sachs and Philip LoScalzo, and each of them, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes, may lawfully do or cause to be done by virtue thereof.

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

1 unchanged sentence

/s/ Patrick Soon-Shiong Global Chief Scientific and Medical Officer, and

Executive Chairman of the Board of Directors March 3, 2025

Executive Chairman of the Board of Directors February 23, 2026

Patrick Soon-Shiong

1 unchanged sentence

(Principal Executive Officer)

March 3, 2025

February 23, 2026

Richard Adcock

1 unchanged sentence

(Principal Financial Officer)

March 3, 2025

February 23, 2026

Lauer Chief Accounting Officer

(Principal Accounting Officer)

March 3, 2025

Simon Chief Corporate Affairs Officer and Director March 3, 2025

/s/ Michael Blaszyk Director March 3, 2025

/s/ Wesley Clark Director March 3, 2025

February 23, 2026

Simon Chief Corporate Affairs Officer and Director February 23, 2026

/s/ Michael Blaszyk Director February 23, 2026

/s/ Wesley Clark Director February 23, 2026

/s/ Cheryl L.

Cohen Lead Independent Director March 3, 2025

/s/ Linda Maxwell Director March 3, 2025

Cohen Lead Independent Director February 23, 2026

/s/ Linda Maxwell Director February 23, 2026

Linda Maxwell

/s/ Christobel Selecky Director March 3, 2025

/s/ Christobel Selecky Director February 23, 2026

Christobel Selecky

/s/ Bruce Wendel Director February 23, 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.

What changed 10-K

Item 9A. Controls and Procedures