ImmunityBio, Inc. 10-K

ITEM 9A. CONTROLS AND PROCEDURES. Evaluation of Disclosure Controls and Procedures Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives of ensuring that information we are required to disclose in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosures, and is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. There is no assurance that our disclosure controls and procedures will operate effectively under all circumstances. Management, with the participation of our CEO and CFO, evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2025. The term “disclosure controls and procedures” (as defined in Rule 13a-15(e) of the Exchange Act) means controls and other procedures of a company that are designed to provide reasonable assurance that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to provide reasonable assurance that information required to be disclosed is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their desired control objectives, and management necessarily is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of December 31, 2025, our CEO and CFO have concluded that, as of December 31, 2025, our disclosure controls and procedures were effective at the reasonable assurance level. Management’s Report on Internal Control Over Financial Reporting Management is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Rule 13a-15(f) under the Exchange Act. Internal control over financial reporting is a process designed under the supervision and with the participation of our management, including our CEO and CFO, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; and (ii) provide reasonable assurance (a) that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, (b) that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (c) regarding the prevention or timely detection of the unauthorized acquisition, use or disposition of assets that could have a material effect on our financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. 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. As of December 31, 2025, our management conducted an evaluation of the effectiveness of our internal control over financial reporting using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control – Integrated Framework (2013). Based on this evaluation, our management concluded that, as of December 31, 2025, our internal control over financial reporting was effective. 238 Table of Contents Changes in Internal Control over Financial Reporting There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the fiscal quarter ended December 31, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Inherent Limitations on Effectiveness of Controls Management recognizes that a control system, no matter how well conceived 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. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud or error, if any, have been detected. These inherent limitations include the realities that judgments in decision making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. 239 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the stockholders and the Board of Directors of ImmunityBio, Inc. Opinion on Internal Control over Financial Reporting 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 The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. 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. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of 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/ Deloitte & Touche LLP San Diego, California February 23, 2026 240 Table of Contents ITEM 9B. 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. Name 2025 Bonus 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 On December 18, 2025 , Dr. Barry J. 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. ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS. Not applicable. 241 Table of Contents PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE. The information required by this item will be contained in our definitive proxy statement to be filed with the SEC on Schedule 14A in connection with our Proxy Statement, which is expected to be filed not later than 120 days after the end of our fiscal year ended December 31, 2025, and is incorporated herein by reference. ITEM 11. EXECUTIVE COMPENSATION. The information required by this item will be contained in the Proxy Statement under the headings “Executive Compensation,” “Executive Compensation Tables,” and “Director Compensation,” and is incorporated herein by reference. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS. The information required by this item will be contained in the Proxy Statement under the headings “Security Ownership of Certain Beneficial Owners and Management” and “Equity Compensation Plan Information,” and is incorporated herein by reference. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE. The information required by this item will be contained in the Proxy Statement under the headings “Certain Relationships and Related-Party Transactions” and “Corporate Governance,” and is incorporated herein by reference. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES. 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. 242 Table of Contents PART IV ITEM 15. EXHIBIT AND FINANCIAL STATEMENT SCHEDULES. The consolidated financial statements, financial statement schedules and exhibits filed as part of this Annual Report are as follows: (1) Financial Statements Reference is made to the consolidated financial statements identified in the “Index to Financial Statements” under Part II, Item 8. “Financial Statements and Supplementary Data” of this Annual Report. (2) Financial Statement Schedules for the Years Ended December 31, 2025, 2024 and 2023 All financial statement schedules have been omitted because the information required to be set forth therein is not applicable or is otherwise included in the consolidated financial statements or notes thereto. See Part II, Item 8. “ Financial Statements and Supplementary Data ” of this Annual Report. (3) Exhibits The documents listed below are incorporated by reference or filed or furnished with this Annual Report, in each case as indicated therein (numbered in accordance with Item 601 of Regulation S-K). Exhibit Number Incorporated by Reference Herein Description Form File No. Exhibit No. Filing Date 3.1* Restated Certificate of Incorporation of ImmunityBio, Inc. 3.2 Amended and Restated Bylaws of ImmunityBio, Inc. effective as of March 10, 2021. 10-Q 001-37507 3.2 August 12, 2021 4.1 Nominating Agreement by and between the Registrant and Cambridge Equities, LP, dated June 18, 2015. S-1 333-205124 4.1 June 19, 2015 4.2 Form of Registration Rights Agreement by and between the Registrant and the Purchasers of Common Stock, dated June 2015. S-1 333-205124 4.2 June 19, 2015 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 4.4 Form of Subscription and Securities Purchase Agreement among the Registrant and the Subscribers of Series C Preferred Stock, dated as of April 1, 2014. S-1 333-205124 4.5 June 19, 2015 4.5 Registration Rights Agreement, among the Registrant and the purchasers of Series B Preferred Stock, dated as of June 20, 2013. S-1 333-205124 4.6 June 19, 2015 4.6 Specimen Common Stock Certificate. S-8 POS 333-252232 4.1 May 21, 2021 4.7 Description of Registrant’s Securities. 10-K 001-37507 4.7 March 19, 2024 243 Table of Contents Exhibit Number Incorporated by Reference Herein Description Form File No. Exhibit No. Filing Date 4.8+ Common Stock Purchase Warrant, dated June 30, 2016, issued by the Company to NantWorks, LLC. S-4 333-252232 10.13 January 19, 2021 4.9 Amended Form of February 2023 Common Stock Purchase Warrant. 10-Q 001-37507 4.1 November 9, 2023 4.10 Form of July 2023 Common Stock Purchase Warrant. 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. and the NantKwest, Inc. stockholders party thereto. 8-K 001-37507 10.1 December 22, 2020 10.2 Voting Agreement, dated as of December 21, 2020, by and among ImmunityBio, Inc., NantKwest, Inc. and the ImmunityBio, Inc. stockholders party thereto. 8-K 001-37507 10.2 December 22, 2020 10.3+ Revenue Interest Purchase Agreement dated as of December 29, 2023 among ImmunityBio, Inc., the Purchasers from time to time party hereto and Infinity SA LLC. 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 party thereto, and Infinity SA LLC, as Collateral Agent and Administrative Agent for the Purchasers. 8-K 001-37507 1.3 December 11, 2024 10.5+ Security and Pledge Agreement as of December 29, 2023 among ImmunityBio, Inc., the Subsidiary Guarantors listed on the signature pages hereto, such other parties that may become Grantors hereunder after the date hereof and Infinity SA LLC. 10-K 001-37507 10.4 March 19, 2024 10.6+ Stock Purchase and Option Agreement dated December 29, 2023 by and between the Investors and ImmunityBio, Inc. 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 244 Table of Contents Exhibit Number Incorporated by Reference Herein Description Form File No. Exhibit No. Filing Date 10.9 Open Market Sale Agreement dated April 30, 2021, by and between ImmunityBio, Inc. and Jefferies LLC. 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. S-4 333-252232 10.4 January 19, 2021 10.12 Sales Milestone Contingent Value Rights Agreement, dated as of July 31, 2017, by and between the Company and Shareholder Representative Services LLC. S-4 333-252232 10.12 January 19, 2021 10.13 Second Amended and Restated Promissory Note by and between ImmunityBio, Inc. and Nant Capital, LLC, dated as of December 10, 2024. 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. S-1/A 333-205124 10.19 July 27, 2015 10.16 First Amendment to Lease dated July 16, 2015 by and between ARE-JOHN HOPKINS COURT, LLC and Conkwest, Inc. 10-Q 001-37507 10.6 August 8, 2022 10.17 Second Amendment to Lease effective as of June 18, 2016 by and between ARE-JOHN HOPKINS COURT, LLC and NantKwest, Inc., fka Conkwest, Inc. 10-Q 001-37507 10.7 August 8, 2022 10.18 Third Amendment to Lease dated April 12, 2022 by and between ARE-JOHN HOPKINS COURT, LLC and ImmunityBio, Inc. 10-Q 001-37507 10.8 August 8, 2022 10.19 Facility License Agreement by and between NantWorks, LLC and the Company, dated as of November 6, 2015. 10-K 001-37507 10.23 March 30, 2016 10.20 First Amendment to Facility License Agreement by and between NantWorks, LLC and the Company, dated as of September 14, 2020. 10-Q 001-37507 10.2 November 9, 2020 245 Table of Contents Exhibit Number Incorporated by Reference Herein Description Form File No. Exhibit No. Filing Date 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. 10-Q 001-37507 10.4 August 8, 2022 10.22 Commercial Lease by and between 605 Doug St, LLC and the Company, dated September 15, 2016. 10-Q 001-37507 10.1 November 10, 2016 10.23 Extension of Commercial Lease by and between 605 Doug St, LLC and ImmunityBio, Inc., dated June 30, 2023. 10-Q 001-37507 10.2 August 8, 2023 10.24+ Commercial Lease by and between Duley Road, LLC and Altor BioScience Manufacturing Company, LLC, dated February 1, 2017. S-4 333-252232 10.27 January 19, 2021 10.25 Extension of Commercial Lease by and between Duley Road, LLC and Altor BioScience Manufacturing Company, LLC, dated October 3, 2023. 10-K 001-37507 10.41 March 19, 2024 10.26+ Commercial Lease by and between Duley Road, LLC and the Company, dated January 28, 2019. S-4 333-252232 10.28 January 19, 2021 10.27+ Commercial Lease by and between Duley Road, LLC and the Company, dated January 28, 2019. S-4 333-252232 10.29 January 19, 2021 10.28 Sublease Agreement between Altor BioScience Manufacturing Company, LLC and the Company, dated as of September 30, 2020. 10-Q 001-37507 10.3 November 9, 2020 10.29 Commercial Lease between 605 Nash, LLC and the Company, dated February 11, 2021. 10-K 001-37507 10.35 March 4, 2021 10.30 First Amendment to Lease (Expansion & Extension) made and entered into as of May 28, 2021 by and between 605 Nash, LLC and ImmunityBio, Inc. 10-Q 001-37507 10.1 August 12, 2021 10.31 Commercial Lease Agreement dated September 27, 2021 by and between 420 Nash, LLC and ImmunityBio, Inc. 10-Q 001-37507 10.4 November 12, 2021 10.32 Fort Schuyler Management Corporation Lease, effective as of October 1, 2021, between Fort Schuyler Management Corporation, as Landlord, and Athenex, Inc., as Tenant. 10-Q 001-37507 10.2 May 10, 2022 10.33 First Amendment to Lease, effective as of February 14, 2022, by and among Fort Schuyler Management Corporation and ImmunityBio, Inc. 10-Q 001-37507 10.3 May 10, 2022 246 Table of Contents Exhibit Number Incorporated by Reference Herein Description Form File No. Exhibit No. Filing Date 10.34* Second Amendment to Lease, effective as of January 1, 2026, by and among Fort Schuyler Management Corporation and ImmunityBio, Inc. 10.35+ Purchase Agreement by and between Athenex, Inc. and ImmunityBio, Inc. dated January 7, 2022. 8-K 001-37507 10.1 January 12, 2022 10.36+ Letter Agreement effective as of July 1, 2019 between Immuno-Oncology Clinic, Inc. and the Company. 10-Q 001-37507 10.4 August 6, 2019 10.37 First Amendment to the July 1, 2019 Letter Agreement by and between Immuno-Oncology Clinic, Inc. and the Company, dated March 31, 2020. 10-Q 001-37507 10.1 May 11, 2020 10.38 Amended and Restated Shared Services Agreement by and between NantKwest, Inc. and NantWorks, LLC, dated June 28, 2016. 10-Q 001-37507 10.1 August 15, 2016 10.39#+ Offer Letter between the Company and Richard Adcock, dated October 26, 2020. 10-Q 001-37507 10.4 November 9, 2020 10.40#+ Offer Letter, dated August 3, 2020, between ImmunityBio, Inc. and David Sachs. S-4 333-252232 10.31 January 19, 2021 10.41 Form of Indemnification Agreement between ImmunityBio, Inc. and each of its Directors and Executive Officers. S-1 333-205124 10.1 June 19, 2015 10.42# Executive Incentive Compensation Plan. S-1/A 333-205124 10.4 July 15, 2015 10.43# ImmunityBio, Inc. 2015 Equity Incentive Plan. 10-Q 001-37507 10.1 August 12, 2024 10.44# NantCell, Inc. 2015 Stock Incentive Plan and forms of agreement thereunder. 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. Hing C. Wong. 10-Q 001-37507 10.1 November 12, 2024 19.1 ImmunityBio, Inc. 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. 247 Table of Contents Exhibit Number Incorporated by Reference Herein Description Form File No. Exhibit No. Filing Date 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. 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. 32.1** Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2** Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 97.1#+ ImmunityBio, Inc. Compensation Recovery Policy as adopted or most recently updated on November 29, 2023. 10-K 001-37507 97.1 March 19, 2024 101.INS Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document). 101.SCH Inline XBRL Taxonomy Extension Schema Document. 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document. 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document. 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). _______________ * Filed herewith. 248 Table of Contents ** The certifications attached as Exhibits 32.1 and 32.2 that accompany this Annual Report are deemed furnished and not filed with the SEC and are not to be incorporated by reference into any filing of ImmunityBio, Inc. under the Securities Act or the Exchange Act, whether made before or after the date of this Annual Report, irrespective of any general incorporation language contained in such filing. # Indicates a management contract or compensatory plan. + Some information has been redacted pursuant to Item 601of Regulation S-K. The company agrees to furnish to the SEC a copy of any redacted information upon request. ITEM 16. FORM 10-K SUMMARY. None. 249 Table of Contents SIGNATURES 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. Registrant Date: February 23, 2026 By: /s/ Richard Adcock Richard Adcock Chief Executive Officer (Principal Executive Officer) Date: February 23, 2026 By: /s/ David C. Sachs David C. Sachs Chief Financial Officer (Principal Financial Officer) Date: February 23, 2026 By: /s/ Regan J. Lauer Regan J. Lauer Chief Accounting Officer (Principal Accounting Officer) 250 Table of Contents POWER OF ATTORNEY Each person whose signature appears below constitutes and appoints Richard Adcock, David C. 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. Signature Title Date /s/ Patrick Soon-Shiong Global Chief Scientific and Medical Officer, and Executive Chairman of the Board of Directors February 23, 2026 Patrick Soon-Shiong /s/ Richard Adcock Chief Executive Officer, President and Director (Principal Executive Officer) February 23, 2026 Richard Adcock /s/ David C. Sachs Chief Financial Officer (Principal Financial Officer) February 23, 2026 David C. Sachs /s/ Regan J. Lauer Chief Accounting Officer (Principal Accounting Officer) February 23, 2026 Regan J. Lauer /s/ Barry J. Simon Chief Corporate Affairs Officer and Director February 23, 2026 Barry J. Simon /s/ Michael Blaszyk Director February 23, 2026 Michael D. Blaszyk /s/ Wesley Clark Director February 23, 2026 Wesley Clark /s/ Cheryl L. Cohen Lead Independent Director February 23, 2026 Cheryl L. Cohen /s/ Linda Maxwell Director February 23, 2026 Linda Maxwell /s/ Christobel Selecky Director February 23, 2026 Christobel Selecky /s/ Bruce Wendel Director February 23, 2026 Bruce Wendel 251