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Item 7. Management’s Discussion and Analysis

2026-02-25 compared with 2025-02-26 · 97 added, 128 removed, 233 unchanged (49% of the section changed)

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We are a commercial stage biotechnology company pioneering and delivering transformative immunomodulating medicines to radically improve outcomes for patients with cancer, infectious diseases, and autoimmune diseases.

Leveraging our proprietary, flexible, off-the-shelf ImmTAX ( I mmune m obilizing m onoclonal T CRs A gainst X disease) platform, we are developing a deep pipeline in multiple therapeutic areas, including clinical stage programs in oncology and infectious disease, advanced pre-clinical programs in autoimmune disease and earlier pre-clinical programs across three therapeutic areas.

Leveraging our proprietary, flexible, off-the-shelf ImmTAX ( I mmune m obilizing m onoclonal T CRs A gainst X disease) platform, we are developing a deep pipeline in multiple therapeutic areas, including clinical stage programs in oncology and infectious disease, advanced preclinical programs in autoimmune disease and earlier preclinical programs across three therapeutic areas.

In 2022, we received approval for our lead product, KIMMTRAK, for the treatment of unresectable or metastatic uveal melanoma ("mUM") from the FDA, the European Commission, and other health authorities.

KIMMTRAK is now approved in 39 countries for the treatment of unresectable or mUM.

We have launched KIMMTRAK in 24 countries globally through December 31, 2024, with further commercial launches planned in additional territories where KIMMTRAK is approved .

We have commercially launched KIMMTRAK in 30 countries globally including the United States, Germany and France through December 31, 2025, with further commercial launches planned in additional territories where KIMMTRAK is approved.

KIMMTRAK is the lead product from our ImmTAX platform and was the first approved therapy in mUM.

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We are progressing three late-stage clinical programs within our ImmTAC ( I mmune m obilizing m onoclonal T CRs A gainst C ancer) portfolio, including KIMMTRAK and PRAME-targeted brenetafusp.

Since our inception, we have focused on organizing and staffing our company, raising capital, performing research and development activities to advance our research, development and technology, and commercializing KIMMTRAK.

While we have successfully generated revenue from KIMMTRAK, which is our first marketed product, our ability to generate higher levels of revenue from other marketed products, which may never be fully developed or commercialized, depends on the successful development and regulatory approval of one or more of our product candidates and our ability to finance operations.

Since inception, we have raised funds through our initial public offering, private placements of our ordinary and preferred shares, debt financings, revenue and historical payments from our collaboration partners.

We have raised funds through our initial public offering, private placements of our ordinary and preferred shares, debt financings, revenue and historical payments from our collaboration partners.

These funds have been and are being used to fund operations and invest in activities for technology creation, drug discovery and clinical development programs, infrastructure, creation of portfolio of intellectual property and commercial and administrative support.

We have incurred significant operating losses and expect to continue to incur significant expenses and operating losses for the near future.

These net losses were $51.1 million, $55.3 million and $52.5 million, for the years ended December 31, 2024, 2023 and 2022 , respectively.

We had net losses of $35.5 million, $51.1 million and $55.3 million, for the years ended December 31, 2025, 2024 and 2023 , respectively.

As of December 31, 2025, our accumulated deficit was $831.3 million.

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Recent Developments

In December 2024 we:

• randomized the first patient in the ATOM Phase 3 clinical trial – led by the EORTC to evaluate KIMMTRAK as adjuvant therapy for uveal (or ocular) melanoma for HLA-A*02:01 patients;

• started enrolling patients in the Phase 1/2 dose escalation trial with IMC-P115C (PRAME-A02-HLE) in multiple solid tumors;

• started enrolling patients in the Phase 1/2 trial with IMC-R117C (targeting PIWIL1) in HLA-A*02:01-positive patients with advanced solid tumors, including colorectal cancer.

At the JP Morgan Healthcare Conference in January 2025, we announced that our second autoimmune candidate is IMC-U120AI (CD1a x PD1), a CD1a-tethered PD1 agonist ImmTAAI therapy, and that we are planning to submit a CTA or IND in 2026 initially for a Phase 1 trial in atopic dermatitis.

We appointed Travis Coy as Executive Vice President, Chief Financial Officer and Head of Corporate Development, effective January 1, 2025.

In February 2025, we appointed Dr.

William Pao as a non-executive member of our Board of Directors.

In February 2025, we received regulatory approval for KIMMTRAK in Brazil for the treatment of unresectable or mUM.

In November 2025, we presented data at The Liver Meeting 2025, organized by the American Association for the Study of Liver Diseases, showing that IMC-I109V is generally well tolerated in all evaluated doses and exhibits pharmacodynamic effects consistent with its mechanism of action, including reduction in HBsAg levels, clearance of which is indicative of resolved hepatitis B infection.

We have completed the SAD portion of the trial and will determine next steps in 2026.

In December 2025, we submitted the Clinical Trial Application for our first autoimmune candidate, IMC-S118AI (PPI x PD1), for the treatment of type 1 diabetes.

We expect to dose the first patient in the Phase 1 dose escalation trial in the first half of 2026.

At the JP Morgan Healthcare Conference in January 2026, we announced our strategic priorities for the company.

In the first half of 2026, we expect to complete enrollment in the registrational, advanced melanoma trial, TEBE-AM, with topline data expected as early as the second half of 2026.

We are advancing multiple Phase 1/2 trials, with readouts expected from brenetafusp combinations in ovarian and lung cancer, from our PRAME half-life extended candidate (IMC-P115C), and from our HIV candidate, IMC-M113V, in the second half of 2026.

Leger notified Immunocore of her resignation as its Chief Human Resources Officer, with her departure effective May 26, 2026.

The Company is conducting a formal search process to identify a successor.

On January 30, 2026, the Company announced that Dr.

David Berman, its EVP, Research and Development, will depart the Company effective February 27, 2026, to pursue another opportunity.

The Company will not seek a direct replacement for Dr.

Berman but will leverage its existing R&D leadership.

Components of Results of Operations

Revenue from sale of therapies, net

Revenue from sale of therapies, net relates to the sale of KIMMTRAK following marketing approval and the sale of tebentafusp under compassionate use and early access programs in France through September 2022.

Revenue from sale of therapies, net relates to the sale of KIMMTRAK following marketing approval.

We recognize net revenue from sale of therapies at the point in time that control transfers to a customer, which is typically on delivery to our distributors and healthcare providers.

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The amount of revenue recognized reflects the consideration to which we expect to be entitled, net of estimated deductions for rebates, chargebacks and product returns.

These estimates consider contractual and statutory requirements, the expected payor and patient mix, sell-through data, our customers’ inventory levels, anticipated demand and the volume of customer purchase orders, internal data, and other information provided by our customers and third-party logistics providers, and, in certain countries including France, pricing negotiations.

Further information on estimates is provided under the section below headed, “ Critical Accounting Estimates ”.

Collaboration revenue

Historically, collaboration revenue arose under our collaboration agreements with Genentech and Lilly and consisted of non-refundable upfront payments, development milestone payments as well as reimbursement of certain research and development expenses.

Our collaboration agreement with Lilly was terminated in 2022 and in February 2023, we and Genentech agreed to wind down the co-funding arrangements and clinical trial for IMC-C103C.

We could be eligible to receive development and commercial milestone payments and royalties from Genentech on any sales of MAGE-A4 HLA-A02 targeted products arising under the Genentech collaboration.

As of December 31, 2023, we determined our performance obligation under the collaboration with Genentech was complete.

Historically, collaboration revenue arose under our collaboration agreements and consisted of non-refundable upfront payments, development milestone payments as well as reimbursement of certain research and development expenses.

We have no continuing performance obligations under our historical collaboration agreements.

Operating Expenses

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Cost of revenue from sale of therapies may also include costs related to manufacturing losses and excess or obsolete inventory costs.

For example, in June 2025, we initiated a global recall for one batch of KIMMTRAK (tebentafusp) relating to an unexpected result in routine stability testing.

As of the date of this Annual Report, based on all available data to date, we do not expect there will be a material impact on KIMMTRAK or our financial statements.

Overheads and internal costs of revenue from sale of therapies are minimal under our manufacturing arrangements.

Due to the low costs involved in manufacturing KIMMTRAK, cost of revenue from sale of therapies is currently not material, and while these costs are expected to increase in future periods as inflationary pressures increase, we do not expect such costs to be material for the foreseeable future.

Research and development expenses

Research and development ("R&D") expenses consist primarily of costs incurred for current or planned investigations undertaken with the prospect of gaining new scientific or technical knowledge and understanding and consist primarily of personnel-related costs, including salaries and share-based compensation expense, costs associated with clinical trial activities undertaken by contract research organizations ("CROs"), and external manufacturing costs associated with R&D undertaken by contract manufacturing organizations ("CMOs"), laboratory consumables, internal clinical trial expenses, payments for purchased rights and milestones in connection with third-party in-process R&D agreements, costs associated with maintaining laboratory equipment, costs associated with our R&D facilities, including a reasonable allocation of overhead costs, and reductions from expenses for R&D tax credits.

R&D expenses consist primarily of employee-related costs, including salaries and share-based compensation expense, costs associated with clinical trial activities undertaken by contract research organizations ("CROs"), and external manufacturing costs associated with R&D undertaken by contract manufacturing organizations ("CMOs"), laboratory consumables, internal clinical trial expenses, payments for purchased rights and milestones in connection with third-party in-process R&D agreements, costs associated with maintaining laboratory equipment, costs associated with our R&D facilities, including a reasonable allocation of overhead costs, and reductions from expenses for R&D tax credits.

R&D expenses are expensed as incurred, although the timing of expense recognition can vary with contractual and payment terms in order to determine when services are received.

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However, for certain preclinical programs and other research spend incurred externally, such spend is not assigned to individual programs.

Internal R&D expenses primarily relate to personnel-related costs, facilities, information technology used in R&D activities and laboratory consumables.

Internal R&D expenses primarily relate to employee-related costs, facilities, information technology used in R&D activities and laboratory consumables.

Due to the cross functional expertise of our people, it is not possible to provide a breakdown of internal costs by program.

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For the periods ending December 31, 2025, 2024 and 2023, we claimed credits under the Research and Development Expenditure Credit ("RDEC") program and these credits are presented as a reduction to R&D expenses.

For the period ending December 31, 2022, we also benefited from the Small and Medium-sized Enterprise, ("SME") R&D tax relief program.

Under the SME program, the trading losses that arise from our qualifying R&D activities can be surrendered for a cash rebate of up to 33.35% of qualifying expenditure incurred prior to April 1, 2023, and up to 18.6% of qualifying expenditure incurred thereafter.

We exceeded the size limit thresholds to qualify as a “small or medium-sized enterprise” as defined for the purposes of the SME program in 2023, and may therefore, unless we once again fall within such thresholds, cease to be eligible to claim U.K.

R&D tax credits under the SME program with effect from 2023.

Under the RDEC program, tax credits for qualifying R&D expenses incurred prior to April 1, 2023 are granted at a headline rate of 13% and can generate cash rebates of up to 10.5% of qualifying R&D expenses.

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Selling, general and administrative expenses

Selling, general and administrative ("SG&A") expenses consist primarily of personnel-related costs, including salaries and share-based compensation expense, for selling, corporate and other administrative and operational functions including finance, legal, human resources, commercial-related expenses, information technology, as well as a proportion of facility-related costs.

In order to support our continued commercialization and global expansion of KIMMTRAK and our substantial increase in planned R&D expenses, and operating as a public company, we expect that we will continue to incur significant selling, distribution, commercial, accounting, audit, legal, regulatory, compliance, director and officer insurance costs, as well as investor and public relations expenses.

Additionally, if and as we receive further regulatory approvals of product candidates, we anticipate an increase in personnel-related costs and expenses in connection with our commercial operations.

We have experienced, and may continue to experience, increased personnel-related costs attributable to offering and maintaining competitive salaries and other impacts due to global inflation.

Selling, general and administrative ("SG&A") expenses consist primarily of employee-related costs, including salaries and share-based compensation expense, for selling, corporate and other administrative and operational functions including finance, legal, human resources, commercial-related expenses, information technology, as well as a proportion of facility-related costs.

In order to support our continued commercialization and global expansion of KIMMTRAK, R&D activities and our operations as a public company, we expect that we will continue to incur selling, distribution, commercial, accounting, audit, legal, regulatory, compliance, director and officer insurance costs, as well as investor and public relations expenses.

Additionally, if and as we receive further regulatory approvals of product candidates, we anticipate an increase in employee-related costs and expenses in connection with our commercial operations.

We have experienced, and may continue to experience, increased employee-related costs attributable to offering and maintaining competitive salaries and other impacts due to global inflation.

Interest income

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Interest expense

Interest expense represents costs under our interest-bearing loans and borrowings under the effective interest method and the loss on extinguishment of loans we have repaid in the period.

Interest expense represents costs under our interest-bearing loans and borrowings under the effective interest method.

Foreign currency (loss) gain

The (loss) gain arises on a variety of items, including on U.S.

Foreign currency (loss) gain arises on a variety of items, including on U.S.

dollar monetary assets and liabilities held by our main operating subsidiary in the United Kingdom, including our cash and cash equivalents.

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We are subject to corporate taxation in the United Kingdom and our wholly-owned subsidiaries are subject to corporate taxation in the United States, Ireland and Switzerland.

Due to the nature of our business and on a consolidated basis, we have generated losses since inception.

Our income tax benefit (expense) represents the sum of income taxes payable in the United States, Ireland and Switzerland, offset by deferred tax credits arising on deferred tax assets generated.

Due to the nature of our business and on a consolidated basis, we have generated cumulative losses since inception.

Our income tax benefit (expense) represents the sum of income taxes payable in the United States, Ireland and Switzerland, offset by movements in our deferred tax assets.

Unsurrendered tax losses are carried forward to be offset against future taxable profits.

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A full valuation allowance is recognized in respect of accumulated tax losses and other temporary differences in the United Kingdom because future profits are not sufficiently certain.

A deferred tax asset is, however, recognized in respect of the subsidiary in the United States, relating to unused tax credits on share-based compensation expense and other temporary differences on the basis that we expect to continue generating U.S.

taxable income against which deductible temporary differences can unwind.

As we begin to generate significant net revenue from sale of therapies, we may benefit from the U.K.’s “patent box” regime, which allows profits attributable to revenues from patents or patented products to be taxed at a lower rate than other revenue.

There were tax losses in the United States that were generated in 2025 available for carry forward in the amount of $73.6 million.

A full valuation allowance is recognized in respect to these losses and other temporary differences in the United States because future profits are not sufficiently certain.

As we generate significant net revenue from sale of therapies, we are able to benefit from the U.K.’s “patent box” regime, which allows profits attributable to revenues from patents or patented products to be taxed at a lower rate than other revenue.

We have filed the patent box election for the 2023 and 2024 tax years and intend to file the patent box election for 2025 and subsequent tax years.

The effective rate of tax for relevant streams of revenue for companies receiving this relief is 10%.

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Revenue from sale of therapies, net

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

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

Year Ended December 31,

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$ 400,016 $ 309,989 $ 90,027 29 %

For the year ended December 31, 2024 , we generated net revenue from sale of therapies of $310.0 million due to the sale of KIMMTRAK, of which $226.7 million was in the United States, $73.2 million in Europe (including the impact of a net increase in estimated reserves related to prior periods of $18.1 million) and $10.1 million in International.

Revenue from the sale of therapies, net increased in the year ended December 31, 2024 as compared to December 31, 2023 , due primarily to increased volume in the United States and global country expansion, as we continued our commercialization efforts.

Collaboration revenue

Revenue from collaboration agreements decreased by $10.5 million to $0.2 million in the year ended December 31, 2024, compared to $10.7 million for the year ended December 31, 2023.

This decrease was due to our February 2023 agreement with Genentech, under the terms of our Genentech Collaboration, to close the Phase 1 clinical trial and for the parties to fulfill the remaining obligations in relation to the trial.

For the year ended December 31, 2025 , we generated net revenue from sale of therapies of $400.0 million due to the sale of KIMMTRAK, of which $257.0 million was in the United States, $131.4 million in Europe, including the impact of a net decrease in estimated reserves related to prior periods of $6.0 million, and $11.6 million in International.

Revenue from the sale of therapies, net increased in the year ended December 31, 2025 as compared to December 31, 2024 due primarily to increased volume in the United States and Europe as well as global country expansion.

The following table summarizes our R&D expenses (in thousands):

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Infectious disease programs 6,450 6,662 (212) (3) %

All other external clinical and pre-clinical costs 23,747 23,215 532 2 %

All other external clinical and preclinical costs

59,716 23,747 35,969 151 %

Total external R&D expenses 189,584 151,952 37,632 25 %

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For the year ended December 31, 2025 , our R&D expenses were $274.9 million, as compared to $222.2 million for the year ended December 31, 2024 .

For the year ended December 31, 2024 , our external R&D expenses increased by $52.8 million.

This was driven by an increase of $35.6 million in expenses incurred for our PRAME programs as a result of the initiation of our registrational Phase 3 PRISM-MEL-301 clinical trial, scale-up of manufacturing and increase in the number of patients in combination expansions in our brenetafusp Phase 1/2 clinical trial.

R&D expenses incurred for our tebentafusp programs increased by $15.1 million primarily due to the progression of the advanced cutaneous melanoma ("TEBE-AM") and ATOM Phase 3 clinical trials.

For the year ended December 31, 2024 , our internal R&D expenses increased by $5.8 million.

This was primarily due to an increase of $5.5 million in salaries and other employee-related costs as our average number of employees and associated personnel costs increased with the growth of our clinical and preclinical programs, and an increase of $2.3 million in other internal R&D costs related to higher information technology and facilities costs.

These cost increases were partially offset by an increase in the U.K.

R&D tax credits of $3.3 million in 2024, primarily due to an increase in eligible U.K.

R&D expenses.

We expect our R&D expenses to increase in future periods as we advance our trials and further develop our clinical and preclinical pipeline.

For the year ended December 31, 2025 , our external R&D expenses increased by $37.6 million due to an increase in all other external clinical and preclinical costs of $36.0 million related to continued progress in the pipeline, primarily for our autoimmune programs, including clinical material manufacturing for anticipated Phase 1 initiation.

In addition, R&D expenses incurred for our tebentafusp programs increased by $9.7 million as a result of continued advancement of the TEBE-AM and ATOM Phase 3 trials, and purchases of drug consumables.

There was a decrease of $7.8 million in expenses incurred for our PRAME programs primarily resulting from higher costs in the year ended December 31, 2024, due to timing of manufacturing batches and purchases of drug consumables for our clinical trials, partially offset by higher costs in the year ended December 31, 2025 due to enrollment in our PRISM-MEL-301 Phase 3 clinical trial.

For the year ended December 31, 2025 , our internal R&D expenses increased by $15.1 million primarily due to an increase in salaries and employee-related expenses and other internal R&D costs following the growth of our clinical and preclinical programs.

SG&A Expenses

The following table summarizes our SG&A expenses (in thousands):

Year ended December 31,

2024 2023 Increase / (decrease) % Increase / (decrease)

Salaries and other employee-related costs $ 48,739 $ 36,202 $ 12,537 35 %

Selling and commercial costs 48,772 52,436 (3,664) (7 %)

Share-based compensation expense 26,419 26,002 417 2 %

Other administrative expenses 31,851 29,855 1,996 7 %

Total SG&A expenses $ 155,781 $ 144,495 $ 11,286 8 %

For the year ended December 31, 2025 , our SG&A expenses were $165.4 million, compared to $155.8 million for the year ended December 31, 2024 , an increase of $9.6 million.

Salaries and other employee-related costs increased by $12.5 million during the year ended December 31, 2024 , due to the internalization of our U.S.

sales force in the fourth quarter of 2023.

Prior to this, these costs were outsourced and included in selling and commercial costs .

In addition, there was an increase in the number of employees in business support functions to support our growing pipeline and global commercial expansion.

Other administrative expenses increased by $2.0 million in the year ended December 31, 2024, due primarily to higher information technology and facilities costs.

The increase was primarily due to costs related to commercial and business support functions to support our growing pipeline and global commercial expansion.

Interest Income and Interest Expense

For the year ended December 31, 2025 , interest income was $16.5 million compared to $25.6 million for the year ended December 31, 2024 .

This increase of $7.6 million reflects higher levels of cash and cash equivalents held in 2024 relative to 2023 due primarily to the net cash proceeds from the Notes issued in February 2024 and increases in interest rates earned on our cash and cash equivalents balances.

For the year ended December 31, 2024 , interest expense was $18.8 million compared to $5.2 million for the year ended December 31, 2023 and the increase was primarily related to interest arising on the Notes and the loss on extinguishment of our Pharmakon Loan Agreement of $3.9 million in 2024.

This decrease of $9.1 million was primarily due to lower interest rates earned on our money market funds in the year ended December 31, 2025 .

For the year ended December 31, 2025 , interest expense was $12.2 million compared to $18.8 million for the year ended December 31, 2024 and the decrease was primarily related to interest on the Pharmakon Loan which was repaid in November 2024.

Foreign Currency (Loss) Gain

For the year ended December 31, 2024 , foreign currency loss was $3.4 million compared to a loss of $13.2 million for the year ended December 31, 2023 .

This change of $9.8 million mainly related to the company holding a greater portion of its cash and cash equivalents and marketable securities within a U.S.

dollar denominated entity.

For the year ended December 31, 2025 , foreign currency gain was $2.2 million compared to a loss of $3.4 million for the year ended December 31, 2024 .

This change of $5.6 million reflects favorable exchange rate movements mainly due to the weakening of the U.S.

dollar against the pound sterling and the euro in the year ended December 31, 2025.

Other Income (Expense), Net

For the year ended December 31, 2024, other income, net was $14.2 million compared to other expense, net of $0.9 million for the year ended December 31, 2023.

The change is primarily related to the unrealized gains resulting from the change in fair value of our marketable securities, which were purchased in 2024.

For the year ended December 31, 2025, other income, net was $19.7 million compared to other income, net of $14.2 million for the year ended December 31, 2024.

The increase was primarily related to income on our marketable securities purchased in the second quarter of 2024, including the unrealized gains resulting from the change in fair value, partially offset by lower unrealized gains due to less favorable interest rate movement in the year ended December 31, 2025.

Income Tax Benefit (Expense)

For the year ended December 31, 2024 , the income tax benefit amounted to $1.9 million compared to a benefit of $5.6 million for the year ended December 31, 2023.

This change of $3.7 million relates to an increase in the tax charge in the US, offset by a valuation allowance release in 2023 related to US stock compensation.

For the year ended December 31, 2025 , our income tax expense was $16.4 million compared to a benefit of $1.9 million for the year ended December 31, 2024.

This change of $18.3 million primarily relates to a $14.7 million deferred tax expense in 2025 for a valuation allowance on our U.S.

deferred tax assets as we no longer expect to be profitable in the United States jurisdiction in the short term, due to a change in intercompany pricing arrangements implemented in the year consistent with our evolution as a company and associated reallocation of income and expenses between geographic jurisdictions that aligns with global tax authority standards.

Liquidity and Capital Resources

Sources of Liquidity

Although we have recorded revenue from the sale of therapies in the year ended December 31, 2024 , we have continued to incur operating losses and cumulative negative cash flows from our operations since our inception.

Although we have recorded revenue from the sale of therapies, we have continued to incur operating losses and cumulative negative cash flows from our operations since our inception.

We have an accumulated deficit of $831.3 million as of December 31, 2025 .

Since our inception, we have funded our operations primarily with proceeds from sales of equity securities, product sales, debt financing, and historical payments from collaboration partners .

As of December 31, 2024 and 2023 , we had cash and cash equivalents of $455.7 million and $442.6 million, respectively, and marketable securities of $364.6 million and $0, respectively.

Since our inception, we have funded our operations primarily with proceeds from sales of equity securities, revenue from sale of therapies, debt financings, and historical payments from collaboration partners .

As of December 31, 2025 and 2024 , we had cash and cash equivalents of $467.7 million and $455.7 million, respectively, and marketable securities of $396.4 million and $364.6 million, respectively.

Our working capital was $750.0 million as of December 31, 2025 as compared to $717.7 million as of December 31, 2024 .

In September 2022, we entered into an Open Market Sale Agreement (the "Sales Agreement") with Jefferies LLC ("Jefferies"), pursuant to which we may issue and sell ADSs, each representing one ordinary share, having an aggregate offering price of up to $250 million, from time to time, in one or more at-the-market offerings, for which Jefferies will act as sales agent and/or principal.

The at-the-market facility has been registered under the Securities Act pursuant to our Registration Statement on Form S-3ASR (File No.

The at-the-market facility has been registered under the Securities Act of 1933 as amended, pursuant to our Registration Statement on Form S-3ASR (File No.

333-278120) .

As of December 31, 2024 , no issuances or sales had been made pursuant to the Sales Agreement.

As of December 31, 2025 , no issuances or sales have been made pursuant to the Sales Agreement.

In February 2024, we completed a private offering of $402.5 million aggregate principal amount of the Notes.

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

Part of the proceeds were used to repay in full loans outstanding under our loan agreement with Pharmakon (the “Pharmakon Loan Agreement”).

In November 2024, we paid $52.1 million to prepay in full the loans outstanding under the Pharmakon Loan Agreement with a maturity of November 8, 2028, consisting of $50.0 million principal, $0.5 million accrued interest and $1.6 million attributable to a prepayment premium and other expenses payable pursuant to the Pharmakon Loan Agreement.

We currently have no ongoing material financing commitments, such as lines of credit or guarantees, that are expected to affect our liquidity over the next five years, other than our lease obligations and supplier purchase commitments in the normal course of business.

As of December 31, 2024 , we had cash and cash equivalents of $455.7 million , as compared to $442.6 million as of December 31, 2023 and w e also have marketable securities of $364.6 million as of December 31, 2024 as compared to $0 as of December 31, 2023 .

Our working capital was $717.7 million as of December 31, 2024 as compared to $389.8 million as of December 31, 2023 .

The following table summarizes the primary sources and uses of cash for each period presented (in thousands):

Part of the proceeds were used to repay in full loans outstanding under our previous loan agreement with Pharmakon.

Other than the above indebtedness, we currently have no ongoing material financing commitments, such as lines of credit or guarantees, that are expected to affect our liquidity over the next five years, other than our lease obligations and supplier purchase commitments in the normal course of business.

The following table summarizes the primary sources and uses of cash and cash equivalents for each period presented (in thousands):

Year Ended December 31,

Cash and cash equivalents at beginning of the year $ 455,731 $ 442,626

Net cash provided by operating activities

Net cash (used in) provided by operating activities

(10,712) 26,061

Net cash used in investing activities (16,340) (355,129)

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Cash and cash equivalents at end of the year $ 467,709 $ 455,731

Net cash provided by our operating activities was $26.1 million for the year ended December 31, 2024, compared to $2.9 million for the year ended December 31, 2023.

The increase of $23.1 million was due to increased revenue related to KIMMTRAK and favorable working capital movements driven by higher accrued expenses relating to timing of rebate payments, partly offset by increases in R&D expenses primarily related to clinical trial costs in the year ended December 31, 2024 as compared to the year ended December 31, 2023.

Net cash used in operating activities was $10.7 million for the year ended December 31, 2025, compared to net cash provided by operating activities of $26.1 million for the year ended December 31, 2024.

The decrease of $36.8 million was primarily driven by a reduction in accrued expenses and other liabilities, reflecting the timing of payments, partially offset by an increase in net revenue from sale of therapies and cash collections.

Net cash used in investing activities was $16.3 million for the year ended December 31, 2025, compared to $355.1 million for the year ended December 31, 2024.

The net cash used in investing activities increased for the year ended December 31, 2024 due to purchases of marketable securities of $350.0 million.

The decrease is predominantly due to higher purchases of marketable securities in the year ended December 31, 2024.

Net cash provided by our financing activities during the year ended December 31, 2025 was $12.4 million as compared to $343.9 million for the year ended December 31, 2024.

The increase of $309.5 million was the result of the net cash proceeds of $389.1 million from the offering of the Notes after deducting issuance costs of $13.4 million, partially offset by the $52.1 million Pharmakon loan repayment.

The decrease was primarily due to the net cash proceeds of $389.1 million from the offering of the Notes, partially offset by the $52.1 million Pharmakon loan repayment in 2024.

Future Capital Requirements

Since our inception, we have incurred significant losses due to our substantial R&D and SG&A expenses.

We have an accumulated deficit of $795.8 million as of December 31, 2024 .

We expect to continue to incur significant losses in the foreseeable future and expect our expenses to increase in connection with our ongoing activities, particularly as we continue to commercialize KIMMTRAK in additional territories, continue our research and development programs and the advancement of our product candidates through preclinical and clinical development, and seek regulatory approval and pursue commercialization of any approved product candidates.

Our expenses will also increase if, and as, we:

We expect to continue to incur significant operating losses in the foreseeable future and expect our expenses to increase in connection with our ongoing activities, particularly as we continue to commercialize KIMMTRAK in additional territories, continue our research and development programs and the advancement of our product candidates through preclinical and clinical development, and seek regulatory approval and pursue commercialization of any approved product candidates.

The amounts and timing of our actual expenditure may vary significantly depending on numerous factors.

Our expenses will continue to increase if, and as, we:

• pursue further approval and commercialization of KIMMTRAK in additional indications and territories;

• continue to advance the development of our clinical trials and pre-clinical programs;

• continue to advance the development of our clinical trials and preclinical programs;

• continue to invest in our soluble TCR platforms to conduct research to identify novel technologies;

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• maintain, protect, defend, enforce and expand our intellectual property portfolio; and

• experience any delays, interruptions or encounter issues with any of the above, including any delays or other impacts as a result of the war in Ukraine, the conflict in the Middle East, global geopolitical tension, worsening macroeconomic conditions, including supply chain disruptions, fluctuations in interest rates, rising inflation, and tariffs, or health epidemics or pandemics.

Since our inception, we have raised funds from sales of equity securities, debt financing, revenue from sale of therapies and collaboration agreements.

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We held cash and cash equivalents of $467.7 million and marketable securities of $396.4 million as of December 31, 2025 .

Based on our current operating plans, we expect that our existing cash and cash equivalents and marketable securities balances, along with anticipated revenue from KIMMTRAK and the cash proceeds from our February 2024 Notes offering, will enable us to fund our operating expenses and capital expenditure requirements for at least twelve months from the date of filing of this Annual Report.

Based on our current operating plans, we expect that our existing cash and cash equivalents and marketable securities balances, along with anticipated revenue from KIMMTRAK, will enable us to fund our operating expenses and capital expenditure requirements for at least twelve months from the date of filing of this Annual Report.

We have based this estimate on assumptions that may prove to be wrong, and we could use our capital resources sooner than we expect.

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• the costs of filing, prosecuting, defending and enforcing any patent claims and other intellectual property rights;

• the costs, associated with, and terms and timing of, any future any potential acquisitions, strategic collaborations, licensing agreements or other arrangements that we may establish; and

• the costs, associated with, and terms and timing of, any future potential acquisitions, strategic collaborations, licensing agreements or other arrangements that we may establish; and

• the inability of clinical sites to enroll patients as healthcare capacities are required to cope with natural disasters, epidemics or other health system emergencies.

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We expect to continue to incur expenses for such leases for the foreseeable future.

As we continue to grow, launch further products or expand our operations in other countries, we may determine that it is necessary to enter into further lease agreements, which would further increase our cash outflows.

Further obligations or commitments in the near term relate to our capital expenditure requirements for the purpose of improving our leased facilities.

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We have similar obligations related to our earlier stage programs.

These obligations and potential obligations could result in payments of up to $27.7 million, and are expected to increase as we continue to advance the development of our brenetafusp program in 2024 and beyond.

These obligations and potential obligations could result in payments of up to $19.0 million, and are expected to increase as we continue to advance our pipeline in 2026 and beyond.

While we have already incurred costs for commercial launches of KIMMTRAK in the United States, Europe and other territories, additional manufacturing obligations may arise in future in relation to product sales in these territories.

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In such an event, if within 12 months after such redemption or sale, we experience a change in control at a valuation of more than 150% of the valuation used for the redemption or the sale of the shares, we have agreed to pay the Gates Foundation compensation equal to the excess of what it would have received in such transaction if it still held its shares at the time of such change of control over what it received in the sale or redemption of its shares.

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

In February 2024, we completed a private offering of $402.5 million aggregate principal amount of the Notes, including the exercise in full of the initial purchasers’ option to purchase up to an additional $52.5 million principal amount of Notes.

Our net proceeds from the offering of the Notes were $389.1 million , after deducting the initial purchasers’ discounts and commissions and the offering expenses.

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

On November 8, 2024, we repaid in full the loan outstanding under the Pharmakon Loan Agreement, terminating all obligations.

Further details regarding the termination of this loan facility are provided in the notes to our consolidated financial statements.

“Interest-bearing loans and borrowings” of the notes to our consolidated financial statements in Part IV of this Annual Report for further information.

Our Key Collaboration Agreements

BMS Collaboration

In February 2024, we entered into a clinical trial collaboration and supply agreement with BMS (the "BMS Agreement") to investigate our ImmTAC bispecific TCR candidate targeting PRAME HLA-A*02:01, brenetafusp (previously IMC-F106C), in combination with BMS’s nivolumab, in first-line advanced cutaneous melanoma.

In February 2024, we entered into a clinical trial collaboration and supply agreement with BMS (the "BMS Agreement") to investigate our ImmTAC bispecific TCR candidate targeting PRAME HLA-A*02:01, brenetafusp, in combination with BMS’s nivolumab, in first-line advanced cutaneous melanoma.

Under the terms of the BMS Agreement, we are sponsoring and funding the registrational Phase 3 clinical trial of brenetafusp in combination with nivolumab in first-line advanced cutaneous melanoma (PRISM-MEL-301), and BMS is providing nivolumab.

No monetary consideration is transferred as a result of the BMS Agreement.

Gadeta Collaboration

In December 2022, we entered into a collaboration, option and license agreement, (the “Gadeta Collaboration”), with Gadeta B.V., (“Gadeta”), which was acquired by Clade Therapeutics, (“Clade”), in October 2023.

Under the Gadeta Collaboration, we collaborated on ‘201 γδ-TCR target discovery, and we had the option to develop ImmTAC therapies derived from the ‘201 TCR.

Following the acquisition of Gadeta by Clade, the rights under the Gadeta Collaboration were transferred to a newly established entity called Ateda Therapeutics, (“Ateda”).

Our rights and obligations under the terms of the Gadeta Collaboration did not alter through this transfer.

In April 2024, Clade was acquired by Century Therapeutics.

Our rights and obligations under the Gadeta Collaboration were not affected by the acquisition.

In December 2024, we elected not to exercise the option to develop ImmTAC therapies derived from the ‘201 TCR, bringing to an end any payment obligations related to such activities.

Under the surviving license terms, We retain the right to develop therapies directed to the target recognized by the ‘201 TCR provided such therapies are not derived from the ‘201 TCR.

Should we elect to develop such therapies, then the defined milestones and royalties may be owed to Ateda.

We have incurred amounts totaling $2.8 million under the Gadeta Collaboration as of December 31, 2024.

Critical Accounting Estimates

Our consolidated financial statements as of December 31, 2025 and 2024 , and for the years ended 2025, 2024 and 2023 have been prepared in accordance with U.S.

The preparation of the consolidated financial statements requires us to make judgements, estimates and assumptions that affect the value of assets and liabilities—as well as contingent assets and liabilities—as reported on the balance sheet date, and revenues and expenses arising during the fiscal year.

The preparation of the consolidated financial statements requires us to make judgments, estimates and assumptions that affect the value of assets and liabilities—as well as contingent assets and liabilities—as reported on the balance sheet date, and revenues and expenses arising during the fiscal year.

The estimates and associated assumptions are based on information available when the consolidated financial statements are prepared, historical experience and various other factors which are believed to be reasonable under the circumstances, the results of which form the basis of making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.

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Judgment is applied to consider the relevance and reliability of information used to make these estimates.

Judgment is also required in determining expected rebate percentages for the amount of net revenue from sale of therapies in France.

Rebates payable are subject to a high degree of estimation uncertainty.

Our estimate of these rebates represents the difference between the expected agreed price for the commercial sale of KIMMTRAK in France, which is subject to negotiation, and the initial price of tebentafusp and KIMMTRAK until this price is agreed.

Analysis of further legislative requirements, sales volumes and the expected benefit of KIMMTRAK to patients in France is also required in the assessment of rebates payable.

We apply judgement to assess internal targets, pricing information of other therapies approved for sale in France, information obtained from price negotiations of KIMMTRAK in other countries, and information connected with KIMMTRAK’s safety profile when forming our estimated rebate deduction from revenue.

For other European markets, where the price is open to negotiation, judgements are made in line with expected pricing outcomes.

Judgment has historically been made in determining expected rebate percentages for the amount of net revenue from sale of therapies in France.

Rebates payable were subject to a high degree of estimation uncertainty.

Our estimate of these rebates represented the difference between the expected agreed price for the commercial sale of KIMMTRAK in France, which has historically been subject to negotiation, and the initial price of tebentafusp and KIMMTRAK until we completed price negotiations in France in the first quarter of 2025.

Analysis of further legislative requirements, sales volumes and the expected benefit of KIMMTRAK to patients in France was also required in the assessment of rebates payable.

We applied judgement to assess internal targets, pricing information of other therapies approved for sale in France, information obtained from price negotiations of KIMMTRAK in other countries, and information connected with KIMMTRAK’s safety profile when forming our estimated rebate deduction from revenue.

For other European markets, where the price is open to negotiation, judgments are made in line with expected pricing outcomes.

Our total accrued revenue deductions as of December 31, 2025 were $132.8 million, including amounts of $10.2 million for the critical estimates subject to greater estimation uncertainty and judgments described above.

These are included within Accrued expenses and other current liabilities in the Consolidated Balance Sheet as of December 31, 2024.

A 20% increase or decrease in estimates of expected rebate and chargeback percentages for amounts payable to governments or government agencies for the critical estimates described above would have resulted in a $20.8 million reduction or increase, respectively, in revenue from sale of therapies, net reported in the Consolidated Statements of Operations and Comprehensive Loss for the year ended December 31, 2024.

We believe our expected values of accruals reported in the Consolidated Balance Sheet are materially appropriate; however, due to the uncertainties and judgements outlined above, it is possible eventual amounts could significantly differ to these estimates.

For critical estimates reported at the end of December 31, 2023 where the uncertainty remains unresolved, additional information in the year ended December 31, 2024, resulted in a change in estimate of an additional $18.1 million of net increase to our total accrued revenue deductions as of December 31, 2024.

These amounts are included within Accrued expenses and other current liabilities in the Consolidated Balance Sheet as of December 31, 2025.

A 20% increase or decrease in estimates of expected rebate and chargeback percentages for amounts payable to governments or government agencies for the critical estimates described above would have resulted in a $2.0 million reduction or increase, in Revenue from sale of therapies, net reported in the Consolidated Statements of Operations and Comprehensive Loss for the year ended December 31, 2025.

We believe our expected values of accruals reported in the Consolidated Balance Sheet are materially appropriate; however, due to the uncertainties and judgments outlined above, it is possible eventual amounts could significantly differ to these estimates.

For critical estimates reported at the end of December 31, 2024 , additional information including completing price negotiations in France and Germany in the year ended December 31, 2025, resulted in a change in estimate of a $6.0 million net decrease to our total accrued revenue deductions as of December 31, 2025.

Recently Issued and Adopted Accounting Pronouncements

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

What changed 10-K

Item 7. Management’s Discussion and Analysis