What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-02-25 compared with 2025-02-26 · 194 added, 161 removed, 871 unchanged (29% of the section changed)

11 unchanged sentences

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

Our independent registered public accountant, Deloitte LLP, who audited the consolidated financial statements as of and for the year ended December 31, 2024 included in this annual report, have audited the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024.

Our independent registered public accountant, Deloitte LLP, who audited the consolidated financial statements as of and for the year ended December 31, 2025 included in this annual report, has audited the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025.

Deloitte LLP’s report is included below.

2 unchanged sentences

Opinion on Internal Control Over Financial Reporting

We have audited the internal control over financial reporting of Immunocore Holdings plc and subsidiaries (the “Company”) as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

We have audited the internal control over financial reporting of Immunocore Holdings plc and subsidiaries (the “Company”) as of December 31, 2025, b ased 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.

20 unchanged sentences

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that occurred during the quarter ended December 31, 2024 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

There has been no change in our internal control over financial reporting (as defined in Rules 13a-15(f) of the Exchange Act) that occurred during the quarter ended December 31, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Other Information

8 unchanged sentences

If we make any amendment to the Code of Business Conduct and Ethics or grant any waivers, including any implicit waiver, to the principal executive officer, principal financial officer and principal accounting officer or controller or persons performing similar functions from a provision of the code of ethics, we will disclose the nature of such amendment or waiver on our website to the extent required by the rules and regulations of the SEC.

The Code of Business Conduct and Ethics is available on our website at https://ir.immunocore.com/corporate-governance/document-charters.

The Code of Business Conduct and Ethics is available on our website at https://www.immunocore.com/investors/corporate-governance/governance-documents .

Information contained on, or that can be accessed through, our website does not constitute a part of this Annual Report and is not incorporated by reference herein.

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4.2 February 2, 2024

First Supplemental Indenture, dated as of March 17, 2025, by and between the Company and U.S.

Bank Trust Company, National Association, as Trustee.

8-K 001-39992 4.1 March 17, 2025

10.1 Subscription Agreement between the Registrant and the Bill & Melinda Gates Foundation, dated February 3, 2021

16 unchanged sentences

F-1 333-252166 10.15 January 15, 2021

Assignment and Exclusive License, dated as of January 28, 2015, between the Registrant and Adaptimmune Limited

F-1 333-252166 10.16 January 15, 2021

Employment Agreement between the Registrant and Bahija Jallal, Ph.D., dated January 29, 2021

F-1 333-252166 10.18 January 15, 2021

Employment Agreement between the Registrant and Travi s Coy , dated December 31 , 202 4

Employment Agreement between the Registrant and Travis Coy, dated December 31, 2024

10-K 001-39992 10.9 February 26, 2025

Employment Agreement between the Registrant and David Berman, MD., Ph.D., dated January 29, 2021

15 unchanged sentences

Form of Restricted Share Unit Agreement under 2021 Equity Incentive Plan

19.1* A mend ed and Restated Insider Trading and Window Period Policy

10-K 001-39992 10.17 February 26, 2025

19.1 Amended and Restated Insider Trading and Window Period Policy

10-K 001-39992 19.1 February 26, 2025

Subsidiaries of the Registrant

23.1* Consent of Deloitte LLP

23.2* Consent of KPMG LLP

24.1* Power of Attorney (incorporated by reference to the signature pages of this Annual Report on Form 10-K).

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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)

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Siddharth Kaul

Ranjeev Krishana Director February 26, 2025

Ranjeev Krishana

February 26, 2025

William Pao, M.D., Ph.D.

/s/ Robert Perez Director February 26, 2025

Director February 25, 2026

William Pao, M.D., Ph.D.

/s/ Kristine Peterson Director February 25, 2026

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Report of Independent Registered Public Accounting Firm (PCAOB ID 1147 )

Report of Independent Registered Public Accounting Firm (PCAOB ID 1118 )

Consolidated Balance Sheets as of December 31, 2025 and 2024

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Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of Immunocore Holdings plc and subsidiaries (the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of operations and comprehensive loss, shareholders’ equity, and cash flows, for each of the two years in the period ended December 31, 2024 , and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2024 , in conformity with accounting principles generally accepted in the United States of America.

We have audited the accompanying consolidated balance sheets of Immunocore Holdings plc and subsidiaries (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of operations and comprehensive loss, shareholders’ equity, and cash flows, for each of the three years in the period ended December 31, 2025 , and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025 , in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting 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 and our report dated February 25, 2026 , expressed an unqualified opinion on the Company’s internal control over financial reporting.

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The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Revenue from sale of therapies, net – Deductions for government rebates — Refer to Notes 2 and 3 to the financial statements

Revenue from sale of therapies, net – Deductions and accruals for government rebates — Refer to Notes 2 and 3 to the financial statements

Critical Audit Matter Description

As more fully disclosed in the Significant Accounting Policies note to the financial statements, the Company recognizes revenue from sale of therapies at the net sales price, which includes deductions for which reserves are established.

These deductions include rebates, chargebacks, levies and product returns.

These deductions include rebates, chargebacks, levies, other customer fees and product returns.

Government rebates are provided in relation to programs in certain jurisdictions in which the Company operates.

In certain of these jurisdictions, particularly in newer markets where there is less history of rebate claims, management is required to make significant assumptions and judgments to estimate the government rebate claims related to sales in the respective geographies.

In certain of these jurisdictions, management is required to make significant assumptions and judgments to estimate the government rebate claims related to sales in the respective geographies.

These assumptions and judgements include:

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These estimates include consideration of internal forecasts of the patient and distributor mix, information obtained from historic claims received and other industry data, and external health coverage statistics.

We identified deductions and accrual for government rebates in certain jurisdictions where there is less history of rebate claims as a critical audit matter given the complexity involved in determining the significant assumptions and judgments used in estimating the anticipated government rebate claims, which in turn led to a high degree of auditor professional judgment and increased extent of audit effort in auditing such estimates.

We identified deductions and accruals for government rebates in certain jurisdictions as a critical audit matter given the complexity involved in determining the significant assumptions and judgments used in estimating the anticipated government rebate claims, which in turn led to a high degree of auditor professional judgment and increased extent of audit effort in auditing such estimates.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the government rebates, included the following, among others:

- We tested the effectiveness of controls over management’s processes to account for the deductions associated with government rebates, including controls over determining the underlying assumptions and key inputs into the Company’s process to calculate government rebate adjustments.

- We tested the effectiveness of controls over management's processes to account for the deductions and accruals associated with government rebates, including controls over determining the underlying assumptions and key inputs into the Company’s process to calculate government rebate adjustments.

- We inspected contractual documents and communications with government agencies and third-party advisors associated with the government rebates, and evaluated the consistency of the estimation methodology with the Company's obligations under such contractual documents and communications.

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(ii) evaluated management's estimates by using a combination of internal and third-party data, and insights from pricing experts to develop our own independent estimates;

(iii) assessed whether the actual rebate payments made in the year were in line with the relevant contractual terms.

(iii) assessed whether the actual rebate payments were made in the year and were in line with the relevant contractual terms.

/s/ Deloitte LLP

2 unchanged sentences

We have served as the Company’s auditor since 2023.

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors

Immunocore Holdings Plc

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated statements of operations and comprehensive loss, shareholders’ equity, and cash flows of Immunocore Holdings plc and subsidiaries (the Company) for the year ended December 31, 2022, and the related notes (collectively, the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the results of operations of the company and its cash flows for the year ended December 31, 2022, in conformity with U.S.

generally accepted accounting principles.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (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 the consolidated financial statements are free of material misstatement, whether due to error or fraud.

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audit provides a reasonable basis for our opinion.

We served as the Company’s auditor from 2009 to 2023.

London, United Kingdom

February 28, 2024, except for Note 13, as to which the date is February 26, 2025.

Immunocore Holdings Plc

Consolidated Balance Sheets

6 unchanged sentences

Prepaid expenses and other current assets 50,055 41,033

Tax receivable

Inventory, net 6,742 5,446

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Accrued expenses and other current liabilities 219,744 185,534

Deferred revenue, current

Operating lease liabilities, current 2,006 1,547

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( 5,087 ) ( 2,731 ) ( 1,037 )

Research and development expenses

Research and development expense

( 274,869 ) ( 222,151 ) ( 163,545 )

Selling, general and administrative expenses

Selling, general and administrative expense

( 165,413 ) ( 155,781 ) ( 144,495 )

3 unchanged sentences

Interest expense ( 12,166 ) ( 18,844 ) ( 5,154 )

Foreign currency (loss) gain ( 3,448 ) ( 13,176 ) 14,157

Foreign currency gain (loss)

2,215 ( 3,448 ) ( 13,176 )

Other income (expense), net

1 unchanged sentence

Net loss before income taxes ( 19,100 ) ( 52,937 ) ( 60,890 )

Income tax benefit (expense)

Income tax (expense) benefit

( 16,414 ) 1,850 5,603

Net loss $ ( 35,514 ) $ ( 51,087 ) $ ( 55,287 )

Other comprehensive income (loss):

Other comprehensive income:

Exchange differences on translation of foreign operations 5,679 2,498 18,412

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Net loss — — — — — ( 55,287 ) — ( 55,287 )

Other comprehensive loss — — — — — — ( 24,358 ) ( 24,358 )

Other comprehensive income

— — — — — — 18,412 18,412

Issuance of ordinary shares, net

32 unchanged sentences

Non-cash lease expense 2,348 1,912 1,647

Deferred income taxes 14,790 ( 3,823 ) ( 5,843 )

Other 2,113 1,838 412

3 unchanged sentences

( 6,740 ) ( 11,600 ) 8,544

Increase in accounts payable 7,272 2,625 4,913

(Decrease) increase in accounts payable

( 2,456 ) 7,272 2,625

Increase in accrued expenses 15,889 71,502 39,088

1 unchanged sentence

Decrease in operating lease liabilities

( 2,093 ) ( 1,648 ) ( 2,226 )

Increase in other operating assets

( 6,177 ) ( 4,225 ) ( 9,169 )

(Decrease) increase in other operating liabilities — ( 1,353 ) 2,138

Net cash provided by (used in) operating activities 26,061 2,940 ( 49,209 )

Decrease in other operating liabilities

— — ( 1,353 )

Net cash (used in) provided by operating activities

( 10,712 ) 26,061 2,940

Cash flows from investing activities

Proceeds from sale of property, plant and equipment — 44 —

Proceeds from sale of marketable securities 18,000 — —

Purchase of marketable securities ( 30,000 ) ( 350,000 ) —

9 unchanged sentences

Net cash provided by financing activities 12,371 343,881 34,346

Increase in net cash and cash equivalents 14,813 31,861 94,036

(Decrease) increase in net cash and cash equivalents

( 14,681 ) 14,813 31,860

Net foreign exchange difference on cash held 26,659 ( 1,708 ) 8,293

15 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.

KIMMTRAK is now approved in 39 countries and the Company has commercially launched the product in the United States, Germany and France, among other 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 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 30 countries, including the United States, Germany and France, among other territories.

Summary of significant accounting policies

Basis of presentation

The Company’s consolidated financial statements are prepared in accordance with accounting principles generally accepted in the U.S.

The Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("U.S.

GAAP") for the fiscal years ended December 31, 2025, 2024, and 2023 and include the financial results of all wholly-owned subsidiaries.

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Actual results could differ from those estimates.

Estimates are primarily made in relation to revenue recognition, estimation of operating lease incremental borrowing rates, share-based compensation expense, clinical accruals and deferred tax asset valuation allowances.

Estimates are primarily made in relation to revenue recognition, operating lease incremental borrowing rates, share-based compensation expense, clinical accruals and deferred tax asset valuation allowances.

Foreign currencies

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The Company's estimates are based on current pricing and historical data, updated at each reporting period to reflect actual claims received.

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

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

Chargebacks :

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The Company’s main customers in the United States and Europe are its distributors.

These distributors are invoiced at contractual list prices with standard payment terms typically between one and three months .

These distributors are invoiced at contractual list prices with standard payment terms typically between one and two months .

When the Company has the right to offset chargebacks against accounts receivable and the parties have agreed to settle the payments net, chargebacks are recorded as a reduction in accounts receivable.

1 unchanged sentence

In certain countries, the Company’s customers are hospitals and healthcare providers, where KIMMTRAK is sold through an agent acting on the Company’s behalf.

Revenue from sale of therapies, net also includes amounts for partnered revenue, which is recognized on delivery and transfer of title to Medison Pharma Ltd ("Medison"), the Company’s exclusive distributor in certain countries outside the United States.

Revenue from sale of therapies, net also includes amounts for partnered revenue, which is recognized on delivery and transfer of title to Medison Pharma Ltd ("Medison") and Er-Kim Pharmaceuticals Bulgaria EOOD ("Er-Kim") the Company’s exclusive distributors in certain countries outside the United States.

From December 31, 2025, we have combined Product revenue, net and Pre-product revenue, net into Revenue from sale of therapies, net in order to simplify our presentation.

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Share-based compensation

The Company operates equity-settled, share-based compensation plans whereby employees and directors are granted options to purchase shares in the Company.

The Company operates equity-settled, share-based compensation plans whereby employees and directors are granted restricted share units ("RSUs") or options to purchase shares in the Company.

The fair value of grants is expensed over the vesting period, which is the period in which the services are received.

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

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 options is calculated using the Black Scholes valuation model.

Estimation of fair value requires judgement, including assumptions about the expected term of share-based options and expected volatility, which are used to determine the fair value of the Company’s options granted.

Estimation of the fair value of options requires judgment, including assumptions about the expected term of share-based options and expected volatility, which are used to determine the fair value of the Company’s options granted.

The expected term is based on the Company’s assessment of the period within which participants are expected to exercise options, which requires consideration of employee groups, expected employee service, and other internal factors, and the degree to which these are expected to shorten the term of options in comparison to contractual expiry dates.

Estimated expected volatility is based on the Company’s share price volatility since its IPO.

Estimated expected volatility is based on the Company’s share price volatility since its initial public offering.

The expected volatility reflects the assumption that the historical volatility over a period similar to the life of the awards is indicative of future trends, which may not necessarily be the actual outcome.

The Company does not assume dividend payments for the purposes of estimating fair value and uses a zero-coupon U.S.

The Company assumes no dividend payments for the purposes of estimating fair value and uses a zero-coupon U.S.

Treasury yield curve applicable for the period of the expected term to form an estimate of the risk-free rate.

Forfeitures expected to occur are estimated considering both market and company-specific data and the available internal information at the end of each reporting period.

Forfeitures expected to occur for options and RSUs are estimated by considering both market and company-specific data and the available internal information at the end of each reporting period.

Income tax includes components of current and deferred tax and is recognized in the Consolidated Statements of Operations and Comprehensive Loss.

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As of December 31, 2025 and 2024 , the Company held $ 366.8 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 December 31, 2024 and 2023 , the Company held $ 364.6 million and $ 0 , of marketable securities, respectively, including unrealized gains of $ 14.6 million and $ 0 , respectively.

In addition, as of December 31, 2025 and 2024 , the Company held $ 396.4 million and $ 364.6 million, of marketable securities, respectively, including unrealized gains of $ 19.7 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).

8 unchanged sentences

Basic and diluted net loss per share is calculated by dividing the net loss for the period by the weighted average number of ordinary shares outstanding during the period.

The dilutive effect of potential ordinary shares through share options and the Notes are considered to be anti-dilutive as they would decrease the net loss per share and are therefore excluded from the calculation of diluted net loss per share.

The dilutive effect of potential ordinary shares through share options, RSUs and the Notes are considered to be anti-dilutive as they would decrease the net loss per share and are therefore excluded from the calculation of diluted net loss per share.

Recently issued and recently adopted accounting pronouncements

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

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures (ASU 2023-07), 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 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 13.

"Segment information."

In December 2023, the FASB issued ASU 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.

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

The Company is currently assessing the impact of this guidance on its disclosures.

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

The Company adopted this ASU for the annual period ended December 31, 2025 and the amendments have been applied retrospectively to all prior periods presented in the financial statements by expanding the Company's income tax disclosure in Note 12.

"Income Taxes."

In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40).

This ASU requires disclosure in the notes to the financial statements, at each interim and annual reporting period, of specified information about certain costs and expenses including purchases of inventory, employee compensation, depreciation and intangible asset amortization included in each relevant expense caption.

Also required is a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated.

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.

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

Revenue (in thousands)

3 unchanged sentences

Collaboration revenue

Eli Lilly — — 9,205

Genentech — 213 10,693

4 unchanged sentences

$ 310.0 million, 2023:

$ 140.7 million) of revenue from sale of therapies, net relating to the sale of KIMMTRAK, primarily in the United States and Europe, and the sale of tebentafusp under compassionate use and early access programs in France through September 2022, after estimated deductions for rebates, chargebacks and returns, which are recognized in Accrued expenses and other current liabilities as set out in the Company’s accounting policies.

The Company recognized revenues from four customers accounting for 29 %, 27 %, 18 % and 17 % of the Company’s revenue from sale of therapies, net for the year ended December 31, 2024, four customers accounting for 29 %, 26 %, 17 %, and 16 % of the Company’s revenue from sale of therapies, net for the year ended December 31, 2023, and five customers accounting for 26 % , 25 % , 17 % , 17 % and 12 % of the Company’s revenue from sale of therapies, net for the year ended December 31, 2022.

$ 238.7 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, as set out in the Company’s accounting policies.

The Company recognized revenues from four customers accounting for 23 %, 23 %, 17 % and 18 % of the Company’s revenue from sale of therapies, net for the year ended December 31, 2025, four customers accounting for 29 %, 27 %, 18 %, and 17 % of the Company’s revenue from sale of therapies, net for the year ended December 31, 2024, and four customers accounting for 29 % , 26 % , 17 % , and 16 % and of the Company’s revenue from sale of therapies, net for the year ended December 31, 2023.

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

8 unchanged sentences

$ 13.7 million, 2023:

$ 1.9 million) of partnered revenue under the Company's agreement with Medison, split between European and international markets.

Of the Company’s collaboration customers, Eli Lilly and Genentech are based in the United States.

The revenue for Genentech represented more than 10 % of the Company’s total revenue during 2022 .

$ 3.6 million), 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, net as of December 31, 2024 and 2023 were as follows (in thousands):

Beginning balance $ 52,093 $ 33,584

Accounts receivable as of December 31, 2025 and 2024 were as follows (in thousands):

As of January 1, 2025 $ 63,009 $ 52,093

Additions 508,006 414,464

1 unchanged sentence

( 531 ) ( 453 )

Ending balance $ 63,009 $ 52,093

As of December 31, 2025 $ 73,977 $ 63,009

As of December 31, 2025, four customers individually accounted for approximately 20 %, 18 %, 20 % and 16 % of accounts receivable associated with the Company’s net revenue from sale of therapies, as compared to 22 %, 22 %, 20 % and 15 % as of December 31, 2024.

As of December 31, 2024 and 2023, the amount of expected credit losses on accounts receivable was not material.

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 December 31, 2025 and 2024 were immaterial.

Accruals for rebates and chargebacks

12 unchanged sentences

Deferred revenue

For the year ended December 31, 2024, there was no revenue recognized that was included in Deferred revenue as of January 1, 2024 (2023:

$ 7.8 million;

For the year ended December 31, 2025, there was $ 0.4 million revenue recognized that was included in Deferred revenue as of January 1, 2025 (2024:

$ 7.8 million).

Deferred revenue in the Consolidated Balance Sheets is primarily in respect of the upfront fee and development milestone consideration received from the various collaboration agreements in advance of services performed by the Company.

Deferred revenue in the Consolidated Balance Sheets is primarily in respect of the upfront fee and development milestone consideration received from collaboration agreements in advance of services performed by the Company.

Non-current deferred revenue in the Consolidated Balance Sheets as of December 31, 2025, 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, combin ed 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 with the sale of products following regulatory approval in the territory.

A s of December 31, 2024, t he Company estimates that revenue recognition of this non-current deferred revenue will commence after one year or later.

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 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.

Genentech Collaboration

5 unchanged sentences

R&D costs reimbursed under the 2018 Genentech Agreement are considered variable consideration and not recognized in the transaction price until it is probable that the recognition of such revenue will not be reversed.

During the year ended December 31, 2024, the Company recognized $ 0.2 million of revenue relating to the 2018 Genentech Agreement (2023:

During the year ended December 31, 2025, the Company recognized no revenue relating to the 2018 Genentech Agreement (2024:

$ 0.2 million; 2023:

6 unchanged sentences

therefore, any future milestones will be recorded when they become probable of being achieved.

Lilly Collaboration

In July 2014, the Company entered into a development and license agreement with Eli Lilly (the "Lilly Agreement"), pursuant to which the Company and Eli Lilly agreed to collaborate in the development, manufacture and commercialization of soluble TCR bispecific therapeutic compounds.

Under the Lilly Agreement, Eli Lilly paid an initial non-refundable upfront fee payment of $ 45 million in exchange for options to three targets.

Following termination of the agreement, Eli Lilly no longer has any rights to the targets or the ability to nominate any further targets under the initial agreement.

The transaction price, equal to the $ 45 million upfront payment was recorded as deferred revenue on receipt and was allocated to each target based on the relative standalone selling price.

Each target had a single combined performance obligation covering the provision of R&D services and participation on a joint steering committee.

This deferred revenue was recognized as the Company satisfied the combined performance obligations over the estimated period of time to when Eli Lilly could exercise the option to obtain exclusive co-development/co-promotion rights to the target and the Company could opt-out of the co-development of the target.

The Company released the remaining deferred revenue attributed to the third target under the Lilly Collaboration after the parties agreed to terminate the agreement in March 2022.

No further revenue under the Lilly Collaboration has been recognized.

During the year ended December 31, 2024, the Company recognized no re venue relating to the Lilly Collaboration (2023:

no revenue; 2022:

$ 9.2 million).

Other information

The total of non-current assets other than deferred tax assets located in the United Kingdom as of December 31, 2024 is $ 55.9 million (2023:

$ 55.4 million).

The total located in the United States is $ 8.8 million (2023:

$ 1.8 million).

Bristol-Myers Squibb ("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, 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.

Prepaid expenses and other current assets

1 unchanged sentence

Prepayments $ 17,975 $ 13,048

R&D tax credit 15,109 5,798

R&D tax credits

16,496 15,109

VAT receivable 8,833 4,978

23 unchanged sentences

“Revenue” for a breakdown of rebates, chargebacks and returns.

Clinical accruals primarily represent unbilled work undertaken by CROs as part of the Company's clinical programs.

Non-current interest-bearing loans and borrowings

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

Interest-bearing loans and borrowings

Non-current interest-bearing loans and borrowings consisted of the following as of December 31, 2025 (in thousands):

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Convertible senior notes

— — — — Not applicable

Pharmakon loan

402,500 ( 11,487 ) 391,013 337,174 Level 2

Pharmakon loan

— — — Not applicable

Interest expense consisted of the following (in thousands):

1 unchanged sentence

Coupon interest

$ 10,062 $ 9,310

Amortization of debt issuance costs

Pharmakon loan

$ 2,104 $ 1,875

Pharmakon loan

Total interest expense

2 unchanged sentences

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 (the "Indenture") between the Company and U.S.

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.

2 unchanged sentences

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.

Lender fees and 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.

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.

1 unchanged sentence

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)).

Upon conversion, the Notes may be settled in shares of the Company’s ordinary shares, cash or a combination of cash and shares of the Company’s ordinary shares, at the Company’s election.

Upon the occurrence of a make-whole fundamental change (as defined in the Indenture), the Company may, in certain circumstances, be required to increase the conversion rate by a number of additional shares for a holder that elects to convert its Notes in connection with such make-whole fundamental change.

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.

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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 bears interest at a fixed rate of 9.75 %, which is payable quarterly in arrears, with payments commencing in 2023.

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.

20 unchanged sentences

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

Thereafter 42,949

2031 and thereafter

Total lease payments 71,184

1 unchanged sentence

Present value of operating lease liabilities $ 43,561

Future lease commitments - leases not yet commenced

The Company has entered into a non-cancellable lease agreement for premises that will commence in 2028 and end in 2031, with total future minimum lease payments of approximately $ 3.0 million .

This amount is not included in the maturities of operating lease liabilities above as the lease had not commenced as of December 31, 2025.

Lease commencement during the period

During the year ended December 31, 2025 , the Company commenced a new operating lease and recognized a non‑cash right‑of‑use asset of $ 1.2 million and a corresponding operating lease liability of $ 1.4 million.

The difference between the right‑of‑use asset and the lease liability primarily reflects a lease incentive, which reduces the initial carrying amount of the related right‑of‑use asset.

Shareholders’ equity

3 unchanged sentences

See Note 10 “Share-based compensation” for a description of the EIP.

Included within ordinary shares at December 31, 2024 and 2023 are 734,397 and 1,714,650 of ordinary shares with no voting rights, respectively.

Included within ordinary shares at December 31, 2025 and 2024 are 734,397 of ordinary shares with no voting rights, respectively.

All ordinary shares are entitled to receive dividends and assets available for distribution.

1 unchanged sentence

No dividends were paid or declared in the years ended December 31, 2025 and 2024 .

On February 3, 2021, the Company passed an ordinary resolution which authorizes the directors, or any duly authorized committee of the directors, to allot shares in the Company or grant rights to subscribe for or convert any security into shares in the Company up to an aggregate nominal value of £ 150,000 for a period expiring five years (up to February 3, 2026).

On May 15, 2025, the Company passed an ordinary resolution which authorizes the directors, or any duly authorized committee of the directors, to allot shares in the Company or grant rights to subscribe for or convert any security into shares in the Company up to an aggregate nominal value of £ 150,000 for a five year period ending on May 14, 2030.

This amount may be renewed, varied or revoked by the Company in a general meeting.

Private investment in public equity (“PIPE”)

In July 2022 , the Company issued and sold 2,000,000 ADSs, with each ADS representing one ordinary share of nominal value £ 0.002 and 1,733,333 non-voting ordinary shares of nominal value £ 0.002 each, to certain institutional accredited investors and existing shareholders (the “Investors”) at a purchase price of $ 37.50 per ADS / non-voting ordinary share pursuant to a securities purchase agreement with such Investors dated July 15, 2022, generating net proceeds of $ 139.5 million.

Share-based compensation

1 unchanged sentence

2025 2024 2023

R&D $ 7,771 $ 6,467 $ 5,311

SG&A $ 26,419 $ 26,002 $ 27,577

Equity Incentive Plan (“EIP”)

Under the Company’s 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.

Research and development

$ 8,776 $ 7,771 $ 6,467

Selling, general and administrative

$ 28,922 $ 26,419 $ 26,002

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 ("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.

3 unchanged sentences

The Company maintains discretion over the type and terms of equity awards granted.

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

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

As of December 31, 2025, the Company has reserved 6,172,915 authorized shares for future issuance under the EIP.

During the years ended December 31, 2025 and 2024 , options over a total of 1,793,514 shares and 1,062,745 shares respectively were awarded under the Company’s EIP.

Of the above awards in the year ended December 31, 2025, there were 207,829 options awarded to the Company's non-executive directors, 183,386 of which vest on the first anniversary from the date of grant and 24,443 of which vest monthly over a three -year period.

In fiscal 2023, there were 43,380 non-executive options awarded, all of which vested one year from the date of grant.

As of December 31, 2024, there was $ 22.0 million of total unrecognized compensation cost related to stock options granted but not vested under the Company’s plans.

That cost will be recognized over an expected remaining weighted-average period of 1.6 years.

In fiscal year 2024, there were 85,595 non-executive options awarded, 72,670 of which vested on the first anniversary from the date of grant and 12,925 of which vest monthly over a three -year period.

Share option activity

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

4 unchanged sentences

(in thousands)

Outstanding at December 31, 2023 8,967,882 $ 27.06 7.1 years $ 369,976

Outstanding as of December 31, 2024 9,422,875 $ 31.14 6.0 years $ 50,455

Awards granted 1,793,514 29.66

Awards exercised ( 624,411 ) 19.82

Awards forfeited / cancelled

Awards forfeited

( 131,347 ) 40.01

Outstanding at December 31, 2024 9,422,875 $ 31.14 6.0 years $ 50,455

Awards expired

( 86,315 ) 45.16

Outstanding as of December 31, 2025 10,374,316 $ 31.34 5.9 years $ 87,338

Exercisable at December 31, 2025 7,857,031 $ 28.59 5.0 years $ 77,958

5 unchanged sentences

The tax benefit arising on the exercise of stock options was $ 0.8 million, $ 2.2 million and $ 3.1 million for the years ended December 31, 2025, 2024 and 2023 , respectively.

As of December 31, 2025 , total unrecognized compensation expense related to share options granted but not vested was $ 18.7 million , which the Company expects to recognize over a remaining weighted-average period of 1.5 years.

Awards granted in the year ended December 31, 2025, 2024 and 2023 , have been valued using the Black-Scholes option pricing model.

12 unchanged sentences

5 years - 5.5 years

4 years - 5 years

Risk free rate 3.73 % - 4.41 %

4 unchanged sentences

$ 27.77 - $ 39.02

Restricted share unit activity

In February 2025, the Company granted RSU awards that vest over a four-year service period with 25 % on each anniversary of the grant date.

An RSU award represents the right to receive one of the Company’s ADSs upon vesting of the RSU.

The fair value of each RSU award is based on the closing price of the Company’s ADSs on Nasdaq on the date of grant.

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

Number of RSUs Weighted Average Grant Date Fair Value

Unvested and outstanding as of December 31, 2024 — $ —

Awards granted 521,072 29.87

Awards vested — —

Awards forfeited ( 24,916 ) 29.70

Unvested and outstanding as of December 31, 2025

496,156 $ 29.88

As of December 31, 2025 , total unrecognized compensation expense related to RSUs granted but not vested was $ 7.4 million , which the Company expects to recognize over a remaining weighted-average period of 2.1 years.

Basic and diluted net loss per share

2 unchanged sentences

Net loss for the year $ ( 35,514 ) $ ( 51,087 ) $ ( 55,287 )

Basic and diluted weighted average number of ordinary shares 49,991,064 48,888,975 45,714,923

Basic and diluted weighted average number of shares outstanding

50,345,666 49,991,064 48,888,975

Basic and diluted net loss per share $ ( 0.71 ) $ ( 1.02 ) $ ( 1.13 )

The potential shares through share options of 9,422,875 , 8,967,882 and 9,893,244 for the years ended December 31, 2024, 2023 and 2022 , respectively, have been excluded from the calculation of diluted net loss per share due to their anti-dilutive effect.

A total of 10,870,472 , 9,422,875 and 8,967,882 shares issuable upon the exercise of outstanding share options and vesting of RSUs for the years ended December 31, 2025, 2024 and 2023 , respectively, have been excluded from the calculation of diluted net loss per share due to their anti-dilutive effect.

For the year ended December 31, 2025 , shares issuable upon the potential conversion of all of the Notes (as defined in Note 7.

4 unchanged sentences

United Kingdom 43,193 ( 74,429 ) ( 76,866 )

11,719 5,187 4,122

Other worldwide 146 45 242

Net loss before income taxes $ ( 19,100 ) $ ( 52,937 ) $ ( 60,890 )

The components of income tax benefit (expense) are as follows (in thousands):

The components of income tax (expense) benefit are as follows (in thousands):

2025 2024 2023

1 unchanged sentence

United States - Federal and State ( 1,473 ) 215

( 1,624 ) ( 497 ) ( 436 )

Other worldwide — ( 3 ) ( 19 )

4 unchanged sentences

Other worldwide — —

Total deferred tax benefit

Total deferred tax (expense) benefit

$ ( 14,790 ) $ 3,823 $ 5,843

Total income tax benefit (expense)

Total income tax (expense) benefit

$ ( 16,414 ) $ 1,850 $ 5,603

6 unchanged sentences

Convertible senior notes

12,076 14,508

Other deferred tax assets 2,658 2,090

15 unchanged sentences

statutory income tax rate $ 4,777 25.0 % $ 13,234 25.0 % $ 14,320 23.5 %

Non-deductible expenses 3.6 % ( 1.1 %) ( 20.7 %)

Above the line credit not taxable 0.5 % ( 2.9 %) 7.3 %

Additional deduction for R&D expenditure — % — % 50.6 %

Surrender of tax losses for R&D tax credit refund — % — % ( 9.6 %)

Foreign tax effects:

United States

Foreign rate differential

( 2,966 ) ( 15.5 ) % 650 1.2 % 293 0.5 %

Share based payment 3,048 15.9 % 2,182 4.1 % 3,293 5.4 %

R&D expenditure credits 2,096 11.0 % 1,234 2.4 % 1,446 2.4 %

Share based payments ( 6.6 %) ( 3.0 %) — %

State taxes ( 0.4 %) 0.1 % 1.3 %

Change in valuation allowance

( 40,513 ) ( 212.1 ) % 419 0.8 % 3,500 5.7 %

Return-to-provision adjustment 714 3.7 % 2,198 4.2 % 247 0.4 %

4,399 23.0 % ( 214 ) ( 0.4 ) % 61 0.1 %

Other 70 0.4 % ( 90 ) ( 0.2 ) % ( 50 ) ( 0.1 ) %

$ ( 33,152 ) ( 173.6 ) % $ 6,379 12.1 % $ 8,790 14.4 %

Foreign rate differential 1,465 7.7 % 649 1.2 % 455 0.8 %

Prior period adjustments 4.6 % 0.5 % 0.4 %

Leases — % — % ( 0.4 %)

Return to provision adjustment

( 253 ) ( 1.3 ) % — — % — — %

Other ( 47 ) ( 0.3 ) % 189 0.4 % 49 0.1 %

$ 1,165 6.1 % $ 838 1.6 % $ 504 0.9 %

Other foreign jurisdictions — — % 7 — % 38 0.1 %

Non-taxable or Non-deductible Items

Share based payments ( 7,707 ) ( 40.3 ) % ( 5,682 ) ( 10.7 ) % ( 5,110 ) ( 8.4 ) %

R&D expenditure credits 1,653 8.7 % 3,064 5.8 % ( 3 ) — %

UK patent box 50,288 263.2 % — % — — %

Convertible loan note deduction

2,445 12.8 % 2,067 3.9 % — — %

( 179 ) ( 0.9 ) % ( 43 ) ( 0.1 ) % ( 567 ) ( 0.9 ) %

Change in valuation allowances ( 35,703 ) ( 186.9 ) % ( 18,014 ) ( 34.0 ) % ( 12,369 ) ( 20.3 ) %

Effective income tax rate $ ( 16,414 ) ( 85.9 ) % $ 1,850 3.6 % $ 5,603 9.2 %

As of December 31, 2024, the Company’s net operating loss carryforwards in the United Kingdom totaled $ 277.4 million.

State taxes in Tennessee and Kentucky for the years ended December 31, 2025 and 2024 , and Kentucky for the year ended December 31, 2023, represented more than 50 percent of the total tax effect within the United States jurisdiction category.

Income taxes paid (net of refunds) are disaggregated by jurisdiction as follows (in thousands):

2025 2024 2023

United Kingdom $ — $ — $ —

Foreign 4,643 510 977

$ 4,643 $ 510 $ 977

Income taxes paid (net of refunds) exceeded 5 percent of total income taxes paid (net of refunds) in the following jurisdictions:

2025 2024 2023

United States $ 2,034 $ 169 $ 977

Ireland 2,548 341 —

Other worldwide

$ 4,643 $ 510 $ 977

As of December 31, 2025, the Company’s net operating loss carryforwards in the United Kingdom totaled $ 525.5 million and net operating loss carryforwards in the United States totaled $ 73.6 million.

As of December 31, 2025, the Company has U.S.

19 unchanged sentences

immunotherapies, which is focused on pioneering and delivering transformative immunomodulating medicines in the areas of cancer, infectious diseases and autoimmune diseases.

The Company primarily generates revenue from one stream, revenue from the sale of therapies, which consists of sales of KIMMTRAK a nd the sale of tebentafusp under compassionate use and early access programs in France through September 2022.

The Company primarily generates revenue from one stream, revenue from the sale of therapies, which consists of sales of KIMMTRAK .

H istorically, the Company had a second stream, collaboration revenue, which is no longer significant.

2 unchanged sentences

The CODM evaluates financial performance, monitors budget versus actual results and allocates resources using financial information reported on a company-wide basis and therefore the measure of segment profit or loss used is consolidated net loss.

The measure of the operating segment assets is reported on the consolidated balance sheet as total assets.

The measure of segment assets is reported on the consolidated balance sheet as total assets.

The accounting policies of the immunotherapies segment are the same as those described in Note 2.

9 unchanged sentences

Infectious disease programs ( 6,450 ) ( 6,662 ) ( 5,111 )

All other external clinical and pre-clinical costs ( 23,747 ) ( 23,215 ) ( 19,713 )

All other external clinical and preclinical costs

( 59,716 ) ( 23,747 ) ( 23,215 )

Total external R&D expenses ( 189,584 ) ( 151,952 ) ( 99,111 )

8 unchanged sentences

(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 (expense), net and income tax benefit (expense).

Other information

The total of non-current assets other than deferred tax assets located in the United Kingdom as of December 31, 2025 is $ 62.1 million (2024:

$ 55.9 million).

The total located in the United States is $ 8.4 million (2024:

$ 8.8 million).

Commitments and contingencies

11 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-K

Item 9A. Controls and Procedures