What changed in this filing

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Item 1. Financial Statements

2025-08-07 compared with 2025-05-07 · 129 added, 126 removed, 329 unchanged (44% of the section changed)

21 unchanged sentences

Accrued expenses and other current liabilities 143,785 185,534

Deferred revenue, current

Operating lease liabilities, current 1,843 1,547

8 unchanged sentences

Shareholders’ equity

Ordinary shares (voting and non-voting), £ 0.002 par value, most recent authority to allot up to a maximum nominal value of £ 97,234 and £ 97,454 shares as of March 31, 2025 and December 31, 2024, respectively, and 50,184,609 and 50,064,860 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively.

Deferred shares, £ 0.0001 par value, 5,793,501 shares authorized, issued and outstanding as of March 31, 2025 and December 31, 2024.

Ordinary shares (voting and non-voting), £ 0.002 par value, most recent authority to allot up to a maximum nominal value of £ 149,633 and £ 97,454 shares as of June 30, 2025 and December 31, 2024, respectively, and 50,372,068 and 50,064,860 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively.

Deferred shares, £ 0.0001 par value, 5,793,501 shares authorized, issued and outstanding as of June 30, 2025 and December 31, 2024.

Additional paid-in capital 1,215,997 1,190,104

7 unchanged sentences

(Unaudited) (In thousands, except share and per share data)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Revenue from sale of therapies, net $ 97,964 $ 75,347 $ 191,845 $ 145,689

9 unchanged sentences

Interest expense ( 3,045 ) ( 4,277 ) ( 6,070 ) ( 7,516 )

Foreign currency gain (loss)

Foreign currency (loss) gain

( 738 ) ( 508 ) 2,342 ( 2,914 )

Other income (expense), net

Other income, net

4,693 4,433 10,162 4,243

Net income (loss) before income taxes

Net loss before income taxes

( 9,694 ) ( 10,130 ) ( 3,610 ) ( 34,209 )

1 unchanged sentence

( 606 ) ( 1,486 ) ( 1,667 ) ( 1,843 )

Net income (loss)

$ ( 10,300 ) $ ( 11,616 ) $ ( 5,277 ) $ ( 36,052 )

1 unchanged sentence

Exchange differences on translation of foreign operations 6,476 944 7,149 1,841

Total comprehensive income (loss)

$ 5,696 $ ( 23,539 )

Basic net income (loss) per share

$ 0.10 $ ( 0.49 )

Basic weighted-average number of shares outstanding

Total comprehensive (loss) income

$ ( 3,824 ) $ ( 10,672 ) $ 1,872 $ ( 34,211 )

Diluted net income (loss) per share

Basic and diluted net loss per share

$ ( 0.20 ) $ ( 0.23 ) $ ( 0.11 ) $ ( 0.72 )

Diluted weighted-average number of shares outstanding

Basic and diluted weighted-average number of shares outstanding

50,294,205 50,014,086 50,191,018 49,944,767

15 unchanged sentences

50,184,609 $ 135 5,793,501 $ 1 $ 1,202,171 $ ( 790,738 ) $ ( 33,090 ) $ 378,479

— — — — — ( 10,300 ) — ( 10,300 )

Other comprehensive income — — — — — — 6,476 6,476

Exercise of share options 187,459 — — — 3,670 — — 3,670

Share-based compensation expense — — — — 10,156 — — 10,156

As of June 30, 2025

50,372,068 $ 135 5,793,501 $ 1 $ 1,215,997 $ ( 801,038 ) $ ( 26,614 ) $ 388,481

The accompanying notes form an integral part of these condensed consolidated financial statements.

Immunocore Holdings plc

Condensed Consolidated Statements of Shareholders’ Equity

(Unaudited) (In thousands, except share data)

Ordinary Shares Deferred Shares Additional Paid-in Capital Accumulated

deficit Accumulated other comprehensive (loss) income Total Shareholders' Equity

deficit Accumulated other comprehensive (loss) income

Total Shareholders' Equity

Shares Amount Shares Amount

7 unchanged sentences

50,006,085 $ 135 5,793,501 $ 1 $ 1,163,872 $ ( 769,110 ) $ ( 35,364 ) $ 359,534

Net loss — — — — — ( 11,616 ) — ( 11,616 )

Other comprehensive income — — — — — — 944 944

Exercise of share options 11,521 — — — 297 — — 297

Share-based compensation expense — — — — 9,978 — — 9,978

As of June 30, 2024

50,017,606 $ 135 5,793,501 $ 1 $ 1,174,147 $ ( 780,726 ) $ ( 34,420 ) $ 359,137

The accompanying notes form an integral part of these condensed consolidated financial statements.

2 unchanged sentences

(Unaudited) (In thousands)

Three Months Ended March 31,

Six Months Ended June 30,

Cash flows from operating activities

Net income (loss)

$ ( 5,277 ) $ ( 36,052 )

5 unchanged sentences

Unrealized gains on marketable securities

( 10,162 ) ( 4,613 )

Non-cash lease expense 1,114 864

1 unchanged sentence

Changes in assets and liabilities:

Decrease (increase) in accounts receivable

Increase in accounts receivable

( 3,341 ) ( 8,861 )

Increase in prepayments and other current assets ( 28 ) ( 1,819 )

Increase (decrease) in accounts payable

Decrease (increase) in prepayments and other current assets

365 ( 4,058 )

(Decrease) increase in accrued expenses

(Decrease) increase in accounts payable

( 3,587 ) 2,164

Increase (decrease) in operating lease liabilities

Increase in other operating assets ( 1,573 ) ( 1,395 )

Increase in accrued expenses

22,787 46,031

Decrease in deferred revenue

Decrease in operating lease liabilities

( 528 ) ( 1,136 )

Decrease in other operating assets

Increase in other operating liabilities

Net cash provided by (used in) operating activities

Net cash provided by operating activities

26,399 18,885

Cash flows from investing activities

Purchase of marketable securities

( 30,000 ) ( 350,000 )

Proceeds from sale of marketable securities

1 unchanged sentence

( 712 ) ( 761 )

Net cash provided by (used in) investing activities

Net cash used in investing activities

( 20,712 ) ( 350,761 )

9 unchanged sentences

Cash and cash equivalents at end of period $ 487,933 $ 504,985

Supplemental disclosure of cash flow and non-cash information

Cash (paid) received for interest, net

$ ( 5,031 ) $ 5,141

Cash paid for income taxes, net

Supplemental disclosure of cash flow information

Cash paid for interest

$ ( 5,031 ) $ ( 2,442 )

Debt issuance costs in accrued expenses and other current liabilities

Cash paid for income taxes, net of refunds

$ ( 1,510 ) $ ( 59 )

8 unchanged sentences

In January and April 2022, the Company received approval from the U.S.

Food and Drug Administration ("FDA") and European Commission, ("EC"), respectively, for its lead product, KIMMTRAK, for the treatment of unresectable or metastatic uveal melanoma and has subsequently received approvals in further territories, and the Company continues to launch and seek approvals in additional territories.

Food and Drug Administration ("FDA") and European Commission ("EC"), respectively, for its lead product, KIMMTRAK, for the treatment of unresectable or metastatic uveal melanoma.

The Company has subsequently received approvals in further territories, and the Company continues to launch and seek approvals in additional territories.

KIMMTRAK is now approved in 39 countries and the Company has commercially launched the product in 28 countries, including the United States, Germany and France, among other territories.

4 unchanged sentences

Accordingly, they do not include all of the information required for the full annual financial statements and should be read in conjunction with the annual consolidated financial statements of the Company for the year ended December 31, 2024, included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the "SEC") on February 26, 2025 (the "Annual Report").

The accompanying condensed consolidated financial statements contain all normal recurring adjustments necessary to present fairly the financial position, results of operations, and cash flows for the interim periods reported.

The accompanying condensed consolidated financial statements contain all normal recurring adjustments necessary to present a fair statement of the financial position, results of operations, and cash flows for the interim periods reported.

In the opinion of management, all adjustments considered necessary to present fairly the results of the interim periods have been included and consist only of normal and recurring adjustments.

Certain information and footnote disclosures have been condensed or omitted as permitted under U.S.

The results for the three months ended March 31, 2025 are not necessarily indicative of the results to be expected for the year ending December 31, 2025, any other interim periods, or any future year or period.

The results for the three and six months ended June 30, 2025 are not necessarily indicative of the results to be expected for the year ending December 31, 2025, any other interim periods, or any future year or period.

Use of estimates

8 unchanged sentences

Where financial and non-financial assets and liabilities are measured at fair value, the Company uses appropriate valuation techniques for which sufficient data are available, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs.

As of March 31, 2025 and December 31, 2024, the Company held $ 351.8 million and $ 338.1 million, respectively, of money market funds required to be measured at fair value on a recurring basis within cash and cash equivalents.

In addition, as of March 31, 2025 and December 31, 2024, the Company held $ 360.2 million and $ 364.6 million of marketable securities, respectively, including unrealized gains of $ 5.5 million for the three months ended March 31, 2025 and $ 14.6 million for the year ended December 31, 2024, respectively.

As of June 30, 2025 and December 31, 2024, the Company held $ 362.4 million and $ 338.1 million, respectively, of money market funds required to be measured at fair value on a recurring basis within cash and cash equivalents.

In addition, as of June 30, 2025 and December 31, 2024, the Company held $ 394.9 million and $ 364.6 million of marketable securities, respectively, including unrealized gains of $ 10.2 million and $ 14.6 million, respectively.

The fair value of these cash equivalents and marketable securities is based on quoted prices from active markets (Level 1 inputs).

Other financial instruments, although not recorded at fair value on a recurring basis, include cash, accounts receivable, accounts payable and debt obligations.

The fair value of borrowings under the Notes (disclosed in Note 5.

The fair value of borrowings under the convertible senior notes (the “Notes”, disclosed in Note 5.

“Interest-bearing loans and borrowings”) were based on Level 2 inputs, which include observable inputs estimated using discounted cash flows and market-based expectations for interest rates, credit risk, and the contractual terms of debt instruments.

1 unchanged sentence

Significant accounting policies

With the exception of the below policy, the significant accounting policies used in the preparation of these condensed consolidated financial statements as of and for the three months ended March 31, 2025 are consistent with those disclosed in No te 2.

With the exception of the below policy, the significant accounting policies used in the preparation of these condensed consolidated financial statements as of and for the three and six months ended June 30, 2025 are consistent with those disclosed in No te 2.

"Summary of Significant Accounting Policies" in the audited consolidated financial statements for the year ended December 31, 2024, included in the Company’s Annual Report.

3 unchanged sentences

The majority of the Company’s awards have graded vesting schedules, and the expense for these awards is recognized over the requisite service period for each separate vesting portion as if the grant, in substance, represented multiple awards.

The grant date fair value of RSUs is based on the market value of our shares on the date of grant.

The grant date fair value of RSUs is based on the market value of the Company's shares on the date of grant.

The grant date fair value of options is calculated using the Black-Scholes valuation model.

7 unchanged sentences

Recently issued and recently adopted accounting pronouncements

On November 27, 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No.

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures, which enhances segment disclosures and requires additional disclosures of segment expenses.

This ASU is effective for annual periods in fiscal years beginning after December 15, 2023, and interim periods beginning after December 15, 2024.

The Company adopted this ASU for the annual period ended December 31, 2024 and for the interim period ended March 31, 2025.

The amendments have been applied retrospectively to all prior periods presented in the financial statements by expanding the Company's segment information disclosure in Note 9.

"Segment information".

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures.

In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No.

2023-09, Improvements to Income Tax Disclosures.

This ASU improves the transparency of income tax disclosure by requiring consistent categories and greater disaggregation of information in the rate reconciliation, and income taxes paid disaggregated by jurisdiction.

This guidance is effective for the Company for the year beginning January 1, 2025, with early adoption permitted.

This guidance is effective for the Company for the year beginning January 1, 2025.

The amendments should be applied on a prospective basis, with retrospective application permitted.

4 unchanged sentences

This ASU is effective for all public entities for annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027, and early adoption is permitted.

This ASU should be applied either prospectively to financial statements issued after the effective date of this update or retrospectively to all prior periods presented in the financial statements.

This ASU should be applied either prospectively to financial statements issued after the effective date of this update or retrospectively to any or all prior periods presented in the financial statements.

The Company is currently evaluating these new disclosure requirements and the impact of adoption on its financial statements.

During the three months ended March 31, 2025, the Company recognized $ 93.9 million (2024:

$ 70.3 million) of net revenue from sale of therapies relating to the sale of KIMMTRAK primarily in the United States and Europe after estimated deductions for rebates, chargebacks and returns, which are recognized in Accrued expenses and other current liabilities and Accrued expenses, non-current, as set out in the Company’s accounting policies included in the Annual Report.

During the three and six months ended June 30, 2025, the Company recognized $ 98.0 million and $ 191.8 million, respectively (2024:

$ 75.3 million and $ 145.7 million, respectively) of net revenue from sale of therapies relating to the sale of KIMMTRAK primarily in the United States and Europe after estimated deductions for rebates, chargebacks and returns, which are recognized in Accrued expenses and other current liabilities and Accrued expenses, non-current, as set out in the Company’s accounting policies included in the Annual Report.

Revenue from sale of therapies, net is presented by country / region based on the location of the end customer below (in thousands):

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

United States $ 64,087 $ 55,606 $ 120,694 $ 105,632

2 unchanged sentences

Revenue from sale of therapies, net

Revenue from sale of therapies, net for the three months ended March 31, 2025 includes $ 7.3 million (2024:

$ 2.2 million), of partnered revenue under the Company's agreement with Medison Pharma Ltd.

("Medison"), and such revenue is split between its European and international markets.

$ 97,964 $ 75,347 $ 191,845 $ 145,689

Revenue from sale of therapies, net for the three and six months ended June 30, 2025 included $ 5.2 million and $ 12.6 million, respectively (2024:

$ 5.0 million and $ 7.2 million, respectively), of partnered revenue pursuant to the Company's separate agreements with Medison Pharma Ltd.

("Medison") and Er-Kim Pharmaceuticals Bulgaria EOOD ("Er-Kim").

Revenue from these agreements is allocated between the Company's European and international markets.

Accounts receivable from contracts with customers

Accounts receivable as of March 31, 2025 and December 31, 2024 were $ 63.1 million and $ 63.0 million, respectively.

Accounts receivable as of June 30, 2025 and December 31, 2024 were $ 69.8 million and $ 63.0 million, respectively.

An allowance for lifetime expected credit losses on accounts receivable is measured using historical credit loss experience, conditions at the end of each reporting period, and reasonable and supportable forecasts that affect collectability.

Expected credit losses as of March 31, 2025 and December 31, 2024 were immaterial.

Expected credit losses as of June 30, 2025 and December 31, 2024 were immaterial.

Accruals for rebates, chargebacks and returns

Current and non-current accruals for rebates, chargebacks and returns as of March 31, 2025 were as follows (in thousands):

Current and non-current accruals for rebates, chargebacks and returns as of June 30, 2025 were as follows (in thousands):

Rebates Chargebacks Returns Total

3 unchanged sentences

Credits and payments made ( 34,372 ) ( 19,578 ) ( 6,780 ) ( 60,730 )

As of March 31, 2025 $ 118,693 $ 1,775 $ 826 $ 121,294

Included in the above are non-current accruals for rebates, chargebacks and returns of $ 61.8 million and $ 0 million as of March 31, 2025 and December 31, 2024, respectively, which are not required to be paid in the twelve months from the balance sheet date following additional information received in the three months ended March 31, 2025.

The adjustments related to prior period sales in the period ended March 31, 2025 were due to changes in estimates primarily related to European pricing negotiations.

As of June 30, 2025 $ 146,175 $ 2,461 $ 832 $ 149,468

Included in the above are non-current accruals for rebates, chargebacks and returns of $ 83.4 million and $ 0 million as of June 30, 2025 and December 31, 2024, respectively, which are not required to be paid in the twelve months from the balance sheet date following additional information received in the six months ended June 30, 2025.

The adjustments related to prior period sales in the period ended June 30, 2025 were due to changes in estimates primarily related to European pricing negotiations.

Deferred revenue

Non-current deferred revenue as of March 31, 2025 and December 31, 2024 relates to a revised distribution agreement with Medison entered into in November 2022.

Current and non-current deferred revenue as of June 30, 2025 and December 31, 2024 relates to a revised distribution agreement with Medison entered into in November 2022.

Under the revised agreement, the Company received a non-refundable payment of $ 5.0 million in exchange for granting Medison exclusive distribution rights in South America.

The Company has determined that the deferred revenue relates to the Company’s single, combined performance obligation to supply KIMMTRAK to Medison and to grant Medison the exclusive right to distribute KIMMTRAK in South America.

The Company expects to recognize this revenue within net revenue from sale of therapies following first commercial sale in the territory.

As of March 31, 2025, the Company estimates that revenue recognition of this non-current deferred revenue will commence after one year or later.

The revenue will be recognized on a straight-line basis over the term of the contract of 10 years from the date of the first commercial sale in the territory.

Following the first commercial sale in the territory during the three months ended June 30, 2025, the Company began recognizing this revenue within net revenue from sale of therapies and consequently the Company reclassified the portion of deferred revenue expected to be recognized over the next twelve months as current.

Accrued expenses and other current liabilities

12 unchanged sentences

Clinical accruals primarily represent unbilled work undertaken by contract research organizations as part of the advancement of the Company's clinical programs.

As of March 31, 2025, rebates, chargebacks and returns of $ 61.8 million were recorded in Accrued expenses, non-current, of which $ 45.9 million were reclassified from Accrued expenses and other current liabilities as of December 31, 2024 as they are no longer required to be paid in the twelve months from the balance sheet date following additional information received in the three months ended March 31, 2025.

As of June 30, 2025, rebates, chargebacks and returns of $ 83.4 million were recorded in Accrued expenses, non-current, of which $ 45.9 million were reclassified from Accrued expenses and other current liabilities as of December 31, 2024 as they are no longer required to be paid in the twelve months from the balance sheet date following additional information received in the six months ended June 30, 2025.

Interest-bearing loans and borrowings

Interest-bearing loans and borrowings consisted of the following as of March 31, 2025 (in thousands):

Interest-bearing loans and borrowings consisted of the following as of June 30, 2025 (in thousands):

Principal Amount

10 unchanged sentences

Interest expense consisted of the following (in thousands):

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

2025 2024 2025 2024

Convertible senior notes

2 unchanged sentences

Amortization of debt issuance costs

530 513 1,039 832

Pharmakon loan

— 1,284 — 2,577

Total interest expense

$ 3,045 $ 4,277 $ 6,070 $ 7,516

Convertible senior notes

On February 2, 2024, the Company completed a private offering (the "Offering") of $ 402.5 million aggregate principal amount of Notes, including the exercise in full of the initial purchasers’ option to purchase up to an additional $ 52.5 million principal amount of Notes.

The Notes were issued pursuant to an indenture, dated February 2, 2024, as supplemented on March 17, 2025 (the "Indenture"), between the Company and U.S.

Bank Trust Company, National Association, as trustee.

The Company’s net proceeds from the Offering of the Notes were $ 389.1 million, after deducting issuance costs of $ 13.4 million.

The Notes are senior, unsecured obligations of the Company and will mature on February 1, 2030, unless earlier converted, redeemed or repurchased.

The Notes will accrue interest payable semi-annually in arrears on February 1 and August 1 of each year, beginning on August 1, 2024, at a rate of 2.50 % per year.

Issuance costs incurred with the Notes were $ 13.4 million and are being amortized as interest expense on an effective interest rate method over the expected life of the Notes, through February 2030, at an effective interest rate of 3.06 %.

Holders may convert all or any portion of their Notes at their option at any time prior to the close of business on the business day immediately preceding the maturity date into American Depositary Shares ("ADSs") of the Company.

The Notes have an initial conversion rate of 10.5601 ADSs per $ 1,000 principal amount of the Notes, which will be subject to anti-dilution adjustments in certain circumstances.

This represented an initial conversion price of $ 94.70 per ADS.

The number of shares that would be issuable assuming conversion of all of the Notes is 5,950,600 (assuming the maximum increase to the conversion rate in connection with a “make-whole fundamental change” (as defined in the Indenture)).

Following certain corporate events that occur prior to the maturity date of the Notes or if the Company delivers a notice of optional redemption or a notice of tax redemption, the Company shall, in certain circumstances, increase the conversion rate for a holder of the Notes who elects to convert its notes in connection with such a corporate event or convert its notes called (or deemed called) for redemption in connection with such notice of optional redemption or notice of tax redemption, as the case may be.

The Company may not redeem the Notes prior to February 5, 2027, except in the event of certain tax law changes as described below and in the Indenture.

The Company may redeem for cash all or any portion of the Notes (subject to the partial redemption limitation described in the Indenture), at its option, on or after February 5, 2027 if the last reported sale price of the ADSs has been at least 130 % of the conversion price for the Notes then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides notice of optional redemption, at a redemption price equal to 100 % of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the optional redemption date.

If, as a result of certain changes in the law of any relevant tax jurisdiction, the Company would be required to pay additional amounts (as defined in the Indenture) on the Notes, the Company may redeem the Notes in whole, but not in part, at a tax redemption price of 100 % of the aggregate principal amount thereof, plus accrued and unpaid interest to, but excluding, the tax redemption date and all additional amounts, if any, which otherwise would be payable to the date of tax redemption.

Upon the Company giving notice of a tax redemption, a holder may elect not to have its Notes redeemed, in which case the holder would not be entitled to receive any additional amounts with respect to its Notes after the tax redemption date.

If the Company undergoes a fundamental change, holders may require the Company to repurchase for cash all or any portion of their Notes at a repurchase price equal to 100 % of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date.

Pharmakon loan

On November 8, 2022, the Company entered into the Pharmakon loan agreement (the "Pharmakon Loan Agreement"), providing for term loans to the Company in an aggregate principal amount of up to $ 100 million to be funded in two tranches.

The first tranche of $ 50 million bore interest at a fixed rate of 9.75 %, which was payable quarterly in arrears, with payments commencing in 2023.

The Company was also required to pay a further fee of $ 1.25 million at the latest by June 2024, regardless of whether it elected to draw down on the second $ 50 million tranche under the Pharmakon Loan Agreement.

The Company elected not to exercise the option to draw down the second tranche and made the payment of $ 1.25 million in June 2024.

On November 8, 2024, the Company repaid in full the loan outstanding under the Pharmakon Loan Agreement.

Share-based compensation

The following table shows the total share-based compensation expense recorded in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (in thousands):

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Research and development

2 unchanged sentences

Equity Incentive Plan

Under the Company’s Equity Incentive Plan ("EIP"), the Company may grant market value options, share appreciation rights or restricted shares, restricted share units, performance share units and other share-based awards to the Company’s employees.

Under the Company’s Equity Incentive Plan ("EIP"), the Company may grant market value options, share appreciation rights or restricted shares, restricted share units ("RSUs"), performance share units and other share-based awards to the Company’s employees.

The Company’s board members and consultants are eligible to receive awards under the Company’s non-employee sub-plan to the EIP.

4 unchanged sentences

Share options lapse on the tenth anniversary from the date of grant, and they are not subject to performance conditions or entitled to dividends.

The Company has reserved 6,250,865 authorized shares for future issuance under the EIP.

As of June 30, 2025, the Company has reserved 6,139,943 authorized shares for future issuance under the EIP.

Share option activity

The number and weighted average exercise prices of share options were as follows:

6 unchanged sentences

( 65,282 ) 25.53

Outstanding as of March 31, 2025 10,811,916 $ 30.99 6.4 years $ 50,832

Exercisable as of March 31, 2025 7,817,348 $ 26.56 5.4 years $ 49,489

As of March 31, 2025, total unrecognized compensation expense related to share options granted but not vested was $ 36.6 million, which the Company expects to recognize over a remaining weighted-average period of 1.9 years.

Awards granted in the three months ended March 31, 2025 and 2024 have been valued using the Black-Scholes option pricing model.

Outstanding as of June 30, 2025 10,740,649 $ 31.14 6.3 years $ 63,484

Exercisable as of June 30, 2025 7,833,332 $ 27.51 5.3 years $ 59,041

As of June 30, 2025, total unrecognized compensation expense related to share options granted but not vested was $ 31.8 million, which the Company expects to recognize over a remaining weighted-average period of 1.7 years.

Awards granted in the three and six months ended June 30, 2025 and 2024 have been valued using the Black-Scholes option pricing model.

The assumptions used in the models for share options granted were as follows:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Share price at grant date $ 28.63 - $ 29.06

$ 46.05 - $ 62.94

$ 28.63 - $ 29.60

$ 46.05 - $ 70.05

Exercise price $ 28.63 - $ 29.06

$ 46.05 - $ 62.94

$ 28.63 - $ 29.60

$ 46.05 - $ 70.05

Expected volatility 52.92 % - 53.65 %

55.24 % - 57.04 %

52.92 % - 55.78 %

55.24 % - 66.17 %

Expected life 5.5 years

2 unchanged sentences

4.34 % - 4.56 %

3.94 % - 4.41 %

3.93 % - 4.56 %

Fair value $ 15.11 - $ 15.27

$ 25.23 - $ 34.99

$ 15.11 - $ 16.21

$ 25.23 - $ 40.47

Restricted share unit activity

3 unchanged sentences

The number and weighted average fair value of RSUs were as follows:

Number of RSUs

Weighted Average Grant Date Fair Value

Number of RSUs Weighted Average Grant Date Fair Value

Unvested and outstanding as of December 31, 2024

Awards granted 489,502 29.59

485,140 29.60

Awards vested — —

Awards forfeited ( 9,509 ) 29.60

Unvested and outstanding as of March 31, 2025

485,140 $ 29.60

As of March 31, 2025, total unrecognized compensation expense related to RSUs granted but not vested was $ 12.0 million, which the Company expects to recognize over a remaining weighted-average period of 2.4 years.

Basic and diluted net income (loss) per share

Basic and diluted net income (loss) per share is calculated as follows (in thousands, except share and per share amounts):

Three Months Ended March 31,

Net income (loss)

Unvested and outstanding as of June 30, 2025

479,993 $ 29.59

Basic weighted-average number of shares outstanding

As of June 30, 2025, total unrecognized compensation expense related to RSUs granted but not vested was $ 10.2 million, which the Company expects to recognize over a remaining weighted-average period of 2.2 years.

Basic and diluted net loss per share

Basic and diluted net loss per share is calculated as follows (in thousands, except share and per share amounts):

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Adjustment for share options and RSUs with dilutive effect

Diluted weighted-average number of shares outstanding

$ ( 10,300 ) $ ( 11,616 ) $ ( 5,277 ) $ ( 36,052 )

Basic net income (loss) per share

Basic and diluted weighted-average number of shares outstanding

50,294,205 50,014,086 50,191,018 49,944,767

Diluted net income (loss) per share

Basic and diluted net loss per share

$ ( 0.20 ) $ ( 0.23 ) $ ( 0.11 ) $ ( 0.72 )

A total of 3,691,365 shares issuable upon the exercise of outstanding share options and vesting of RSUs for the three months ended March 31, 2025 (March 31, 2024:

9,537,918 ), have been excluded from the calculation of diluted net income (loss) per share due to their anti-dilutive effect.

For the three months ended March 31, 2025 and 2024, shares issuable upon the potential conversion of all of the Notes (as defined in Note 5.

“Interest-bearing loans and borrowings”) were excluded from the calculation of diluted net income (loss) per share due to their anti-dilutive effect.

A total of 11,220,642 shares issuable upon the exercise of outstanding share options and vesting of RSUs as of June 30, 2025 (June 30, 2024:

9,640,204 ), have been excluded from the calculation of diluted net loss per share due to their anti-dilutive effect.

For the three and six months ended June 30, 2025, shares issuable upon the potential conversion of all of the Notes were excluded from the calculation of diluted net loss per share due to their anti-dilutive effect.

Income tax expense is recognized at an amount determined by multiplying the net income (loss) before income taxes for the interim reporting period by the Company’s estimated annual effective tax rate, adjusted for the tax effect of certain items recognized in full in the interim period.

As such, the effective tax rate in the condensed consolidated financial statements may differ from the Company’s estimate of the effective tax rate for the Company’s consolidated financial statements for the year ending December 31, 2025 .

The Company’s consolidated estimated effective tax rate for the three months ended March 31, 2025 w as 17.4 %.

During the three months ended March 31, 2025, the Company recorded a tax charge of $ 1.1 million, comp ared to a tax charge for the three months ended March 31, 2024 of $ 0.4 million.

The Company’s consolidated estimated effective tax rate for the three and six months ended June 30, 2025 w as ( 6.3 )% and ( 46.1 )%, respectively.

During the three and six months ended June 30, 2025, the Company recorded a tax charge of $ 0.6 and $ 1.7 million respectively (June 30, 2024:

$ 1.5 and $ 1.8 million, respectively).

The Company benefits from the U.K.

1 unchanged sentence

Tax credits receivable under the RDEC regime are recorded "above the line" as a reduction from research and development expenses.

For the three months ended March 31, 2025 , the Company excluded the United Kingdom from the calculation of the annual estimated tax rate as the Company anticipates an ordinary loss in this jurisdiction for which no tax benefit can be recognized.

A net deferred tax asset o f $ 14.4 m illion has been recognized as of March 31, 2025 ( December 31, 2024 :

For the three and six months ended June 30, 2025 , the Company excluded the United Kingdom from the calculation of the annual estimated tax rate as the Company anticipates an ordinary loss in this jurisdiction for which no tax benefit can be recognized.

A net deferred tax asset o f $ 14.1 m illion has been recognized as of June 30, 2025 ( December 31, 2024 :

$ 14.8 million) primarily representing research and development credits and share-based compensation for one of the Company’s U.S.

subsidiaries, Immunocore LLC, following an annual assessment, or periodically as required, of all available and applicable information, including its forecasts of costs and future profitability and the resulting ability to reverse the recognized deferred tax assets over a short period of time.

During the three months ended March 31, 2025, the Company received U.K.

During the six months ended June 30, 2025, the Company received U.K.

tax credits of $ 6.8 million relating to research and development expenditure in the year ended December 31, 2023.

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The following table summarizes the reportable segment's financial information (in thousands):

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

$ 97,964 $ 75,400 $ 191,845 $ 145,902

Cost of revenue from sale of therapies

14 unchanged sentences

( 11,568 ) ( 9,901 ) ( 17,731 ) ( 21,197 )

Segment and consolidated net income (loss)

Segment and consolidated net loss

$ ( 10,300 ) $ ( 11,616 ) $ ( 5,277 ) $ ( 36,052 )

(a) Other segment expenses, net includes other internal R&D expenses, share-based compensation expense, R&D tax credits, interest income, interest expense, foreign currency gain (loss), other income (expense), net and income tax expense .

(a) Other segment expenses, net includes other internal R&D expenses, share-based compensation expense, R&D tax credits, interest income, interest expense, foreign currency (loss) gain, other income, net and income tax expense .

Commitments and contingencies

Lease commitments

The maturities of operating lease liabilities as of March 31, 2025 were as follows (in thousands):

The maturities of operating lease liabilities as of June 30, 2025 were as follows (in thousands):

Remainder of 2025

2030 and thereafter

12 unchanged sentences

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-Q

Item 1. Financial Statements