What changed in this filing

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Item 1. Financial Statements

2026-05-06 compared with 2025-11-06 · 102 added, 174 removed, 317 unchanged (47% of the section changed)

3 unchanged sentences

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

September 30,

2026 December 31,

9 unchanged sentences

Operating lease right of use assets, net 37,546 38,783

Deferred tax assets, net 14,333 14,790

Other non-current assets 18,614 20,282

7 unchanged sentences

Total current liabilities 240,113 246,697

Accrued expenses, non-current 96,604 —

Deferred revenue, non-current 4,622 4,858

1 unchanged sentence

Interest-bearing loans and borrowings 393,660 393,125

392,587 391,013

Total liabilities 678,422 686,236

1 unchanged sentence

Shareholders’ equity

Ordinary shares (voting and non-voting), £ 0.002 par value, most recent authority to allot up to a maximum nominal value of £ 149,633 and £ 97,454 shares as of September 30, 2025 and December 31, 2024, respectively, and 50,467,954 and 50,064,860 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively.

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

Ordinary shares (voting), £ 0.002 par value, most recent authority to allot up to a maximum nominal value of £ 149,633 and shares as of March 31, 2026 and December 31, 2025, respectively, and 50,831,928 and 50,689,271 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively.

Deferred shares, £ 0.0001 par value, 5,793,501 shares authorized, issued and outstanding as of March 31, 2026 and December 31, 2025.

Additional paid-in capital 1,247,212 1,240,255

7 unchanged sentences

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

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

Revenue from sale of therapies, net $ 106,677 $ 93,881

Collaboration revenue — — — 213

Total revenue 106,677 93,881

3 unchanged sentences

Selling, general and administrative expense ( 37,850 ) ( 40,198 )

Loss from operations ( 7,171 ) ( 8,502 ) ( 25,662 ) ( 51,009 )

Income (Loss) from operations

7,280 ( 3,616 )

Other income (expense):

1 unchanged sentence

Interest expense ( 3,051 ) ( 3,025 )

Foreign currency gain

1,333 3,963 3,675 1,049

Foreign currency gains

Other income, net

5,062 8,962 15,224 13,205

Net income (loss) before income taxes

304 6,093 ( 3,306 ) ( 28,116 )

Income tax (expense) benefit

Net income before income taxes

Income tax expense

( 301 ) ( 1,061 )

Net (loss) income

$ 12,971 $ 5,023

Other comprehensive (loss) income:

Other comprehensive income (loss):

Exchange differences on translation of foreign operations ( 7,289 ) 673

Total comprehensive (loss) income

Total comprehensive income

$ 5,682 $ 5,696

Basic net (loss) income per share

Basic net income per share

$ 0.26 $ 0.10

1 unchanged sentence

50,754,763 50,086,684

Diluted net (loss) income per share

Diluted net income per share

$ 0.25 $ 0.10

6 unchanged sentences

Ordinary Shares Deferred Shares Additional Paid-in Capital Accumulated

Accumulated Other Comprehensive (Loss) Income

deficit Accumulated other comprehensive (loss) income

Total Shareholders' Equity

3 unchanged sentences

— — — — — 12,971 — 12,971

Other comprehensive income — — — — — — 673 673

Exercise of share options 119,749 — — — 2,551 — — 2,551

Share-based compensation expense — — — — 9,516 — — 9,516

As of March 31, 2025

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

Net loss — — — — — ( 10,300 ) — ( 10,300 )

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

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

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

As of June 30, 2025

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

— — — — — ( 177 ) — ( 177 )

Other comprehensive loss

— — — — — — ( 7,289 ) ( 7,289 )

Exercise of share options 95,886 — — — 1,866 — — 1,866

Equity plan options exercised and units assigned

142,657 1 — — 655 — — 656

Share-based compensation expense — — — — 6,302 — — 6,302

As of September 30, 2025

As of March 31, 2026

50,831,928 $ 137 5,793,501 $ 1 $ 1,247,212 $ ( 818,304 ) $ ( 35,373 ) $ 393,673

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

Immunocore Holdings plc

Condensed Consolidated Statements of Shareholders’ Equity

(Unaudited) (In thousands, except share data)

Ordinary Shares Deferred Shares Additional Paid-in Capital Accumulated

Accumulated Other Comprehensive (Loss) Income

Total Shareholders' Equity

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

Shares Amount Shares Amount

1 unchanged sentence

50,064,860 $ 135 5,793,501 $ 1 $ 1,190,104 $ ( 795,761 ) $ ( 33,763 ) $ 360,716

Net loss — — — — — ( 24,436 ) — ( 24,436 )

Other comprehensive income — — — — — — 897 897

Exercise of share options 280,436 1 — — 5,212 — — 5,213

Share-based compensation expense — — — — 9,017 — — 9,017

As of March 31, 2024

— — — — — 5,023 — 5,023

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

Other comprehensive income — — — — — — 673 673

1 unchanged sentence

Share-based compensation expense — — — — 9,516 — — 9,516

As of June 30, 2024

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

— — — — — 8,736 — 8,736

Other comprehensive income

— — — — — — 3,247 3,247

Exercise of share options 8,014 — — — 198 — — 198

Share-based compensation expense — — — — 6,509 — — 6,509

As of September 30, 2024

As of March 31, 2025

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

3 unchanged sentences

(Unaudited) (In thousands)

Nine Months Ended September 30,

Three Months Ended March 31,

Cash flows from operating activities

10 unchanged sentences

Changes in assets and liabilities:

Increase in accounts receivable

(Increase) decrease in accounts receivable

( 7,930 ) 836

1 unchanged sentence

( 18,772 ) ( 28 )

(Decrease) increase in accounts payable

( 3,874 ) 1,388

Increase in accrued expenses

Increase in accounts payable

Decrease in accrued expenses

( 8,303 ) ( 10,943 )

Decrease in deferred revenue

( 243 ) ( 1 )

Increase (decrease) in operating lease liabilities

524 ( 1,208 )

Increase in other operating assets

(Decrease) increase in operating lease liabilities

Decrease (increase) in other operating assets

150 ( 1,573 )

Increase in other operating liabilities

Net cash provided by operating activities

Net cash (used in) provided by operating activities

( 13,775 ) 435

Cash flows from investing activities

Purchase of marketable securities

( 30,000 ) ( 350,000 )

Proceeds from sale of marketable securities

1 unchanged sentence

( 1,781 ) ( 298 )

Net cash used in investing activities

( 15,460 ) ( 351,589 )

Net cash provided by investing activities

Cash flows from financing activities

Proceeds from exercise of share options

Proceeds from issue of convertible senior notes

Payments for debt issuance costs

Net cash provided by financing activities 656 2,551

Increase in cash and cash equivalents

(Decrease) increase in cash and cash equivalents

( 8,900 ) 12,688

7 unchanged sentences

$ ( 13 ) $ ( 32 )

Purchases of property and equipment in accounts payable

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

9 unchanged sentences

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

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

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

Summary of significant accounting policies

6 unchanged sentences

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

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

The results for the three months ended March 31, 2026 are not necessarily indicative of the results to be expected for the year ending December 31, 2026, any other interim periods, or any future year or period.

Use of estimates

8 unchanged sentences

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

As of September 30, 2025 and December 31, 2024, the Company held $ 363.1 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 September 30, 2025 and December 31, 2024, the Company held $ 393.9 million and $ 364.6 million of marketable securities, respectively, including unrealized gains of $ 15.2 million and $ 14.6 million, respectively.

As of March 31, 2026 and December 31, 2025, the Company held $ 353.0 million and $ 366.8 million, respectively, of money market funds required to be measured at fair value on a recurring basis within cash and cash equivalents.

In addition, as of March 31, 2026 and December 31, 2025, the Company held $ 392.2 million and $ 396.4 million of marketable securities, respectively.

The Company recorded unrealized gains of $ 1.8 million for the three months ended March 31, 2026 and $ 5.5 million for the three months ended March 31, 2025, respectively on these marketable securities.

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

4 unchanged sentences

Significant accounting policies

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

The significant accounting policies used in the preparation of these condensed consolidated financial statements as of and for the three months ended March 31, 2026 are consistent with those disclosed in No te 2.

"Summary of Significant Accounting Policies" in the audited consolidated financial statements for the year ended December 31, 2025, included in the Company’s Annual Report.

Share-based compensation

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 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 the Company's shares on the date of grant.

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

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 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 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 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.

Recently issued and recently adopted accounting pronouncements

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

2023-09, Improvements to Income Tax Disclosures.

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

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

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.

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

4 unchanged sentences

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

During the three and nine months ended September 30, 2025, the Company recognized $ 103.7 million and $ 295.5 million, respectively (2024:

$ 80.2 million and $ 225.9 million, respectively) of net revenue from sale of therapies relating to the sale of KIMMTRAK primarily in the United States and Europe after estimated deductions for rebates, chargebacks and returns, which are recognized in Accrued expenses and other current liabilities and Accrued expenses, non-current, as set out in the Company’s accounting policies included in the Annual Report.

During the three months ended March 31, 2026, the Company recognized $ 106.7 million (2025:

$ 93.9 million) of net revenue from sale of therapies relating to the sale of KIMMTRAK primarily in the United States and Europe after estimated deductions for rebates, chargebacks and returns, which are recognized in Accrued expenses and other current liabilities and Accrued expenses, non-current, as set out in the Company’s accounting policies included in the Annual Report.

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

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

United States $ 67,438 $ 56,607

2 unchanged sentences

Revenue from sale of therapies, net $ 106,677 $ 93,881

$ 103,693 $ 80,248 $ 295,538 $ 225,937

Revenue from sale of therapies, net for the three and nine months ended September 30, 2025 included $ 6.2 million and $ 18.8 million, respectively (2024:

$ 2.8 million and $ 10.1 million, respectively), of partnered revenue pursuant to the Company's separate agreements with Medison Pharma Ltd.

Revenue from sale of therapies, net for the three months ended March 31, 2026 included $ 9.3 million (2025:

$ 7.3 million), of partnered revenue pursuant to the Company's separate agreements with Medison Pharma Ltd.

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

1 unchanged sentence

Accounts receivable from contracts with customers

Accounts receivable as of September 30, 2025 and December 31, 2024 were $ 75.9 million and $ 63.0 million, respectively.

Accounts receivable as of March 31, 2026 and December 31, 2025 were $ 81.1 million and $ 74.0 million, respectively.

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

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

Expected credit losses as of March 31, 2026 and December 31, 2025 were immaterial.

Accruals for rebates, chargebacks and returns

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

Current and non-current accruals for rebates, chargebacks and returns as of March 31, 2026 were as follows (in thousands):

Rebates Chargebacks Returns Total

1 unchanged sentence

Provisions related to sales in the period 23,275 10,362 113 33,750

Adjustments related to sales in prior periods ( 5,983 ) — — ( 5,983 )

Credits and payments made ( 11,462 ) ( 10,359 ) ( 185 ) ( 22,006 )

As of September 30, 2025 $ 166,132 $ 2,765 $ 1,339 $ 170,236

Included in the above are non-current accruals for rebates, chargebacks and returns of $ 96.1 million and $ 0 million as of September 30, 2025 and December 31, 2024, respectively, which are not required to be paid in the twelve months from the balance sheet date following additional information received in the nine months ended September 30, 2025.

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

As of March 31, 2026 $ 141,344 $ 2,685 $ 495 $ 144,524

Deferred revenue

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

Current and non-current deferred revenue as of March 31, 2026 and 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.

4 unchanged sentences

Accrued expenses and other current liabilities consisted of the following (in thousands):

September 30,

2026 December 31,

10 unchanged sentences

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

As of September 30, 2025, rebates, chargebacks and returns of $ 96.1 million were recorded in Accrued expenses, non-current, of which $ 45.9 million were reclassified from Accrued expenses and other current liabilities as of December 31, 2024 as they are no longer required to be paid in the twelve months from the balance sheet date following additional information received in the nine months ended September 30, 2025.

Interest-bearing loans and borrowings

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

Interest-bearing loans and borrowings consisted of the following as of March 31, 2026 (in thousands):

Principal Amount

10 unchanged sentences

Interest expense consisted of the following (in thousands):

Three Months Ended September 30,

Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

Convertible senior notes

2 unchanged sentences

Amortization of debt issuance costs

527 511 1,566 1,343

Pharmakon loan

— 889 — 3,466

Total interest expense

$ 3,051 $ 3,025

Convertible senior notes

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

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

Bank Trust Company, National Association, as trustee.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Share-based compensation

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

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

Research and development

8 unchanged sentences

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

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

As of September 30, 2025, the Company has reserved 6,137,907 authorized shares for future issuance under the EIP.

Share option activity

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 March 31, 2026, the Company has reserved 7,018,558 authorized shares for future issuance under the EIP.

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

6 unchanged sentences

( 43,926 ) 42.74

Outstanding as of September 30, 2025 10,572,795 $ 31.20 6.1 years $ 103,826

Exercisable as of September 30, 2025 7,839,976 $ 27.98 5.2 years $ 90,487

As of September 30, 2025, total unrecognized compensation expense related to share options granted but not vested was $ 25.3 million, which the Company expects to recognize over a remaining weighted-average period of 1.6 years.

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

Outstanding as of March 31, 2026 11,486,241 $ 31.18 5.8 years $ 48,937

Exercisable as of March 31, 2026 8,315,349 $ 28.99 4.5 years $ 48,149

As of March 31, 2026, total unrecognized compensation expense related to share options granted but not vested was $ 31.9 million, which the Company expects to recognize over a remaining weighted-average period of 1.9 years.

Awards granted in the three months ended March 31, 2026 and 2025 have been valued using the Black-Scholes option pricing model.

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

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

Share price at grant date $ 32.38 - $ 34.71

$ 29.21 - $ 29.60

$ 33.89 - $ 70.50

Exercise price $ 32.38 - $ 34.71

$ 29.21 - $ 29.60

$ 33.89 - $ 70.50

Expected volatility 51.08 % - 53.52 %

53.30 % - 55.78 %

55.24 % - 66.17 %

Expected life 5.5 years

5 years - 5.5 years

Risk free rate 3.68 % - 3.78 %

4.14 % - 4.41 %

3.93 % - 4.56 %

Fair value $ 16.94 - $ 17.62

$ 15.70 - $ 16.21

$ 18.53 - $ 40.47

Restricted share unit activity

1 unchanged sentence

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 American Depositary Shares ("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

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 RSU awards were as follows:

Number of RSUs

Weighted Average Grant Date Fair Value

Unvested and outstanding as of December 31, 2025

496,156 $ 29.88

Awards granted

557,683 32.46

Awards vested

( 114,671 ) 29.60

Awards forfeited

Unvested and outstanding as of September 30, 2025

( 44,842 ) 29.77

As of September 30, 2025, total unrecognized compensation expense related to RSUs granted but not vested was $ 9.0 million, which the Company expects to recognize over a remaining weighted-average period of 2.1 years.

Basic and diluted net loss per share

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

Three Months Ended September 30, Nine Months Ended September 30,

Unvested and outstanding as of March 31, 2026

894,326 $ 31.53

Net (loss) income

As of March 31, 2026, total unrecognized compensation expense related to RSU awards granted but not vested was $ 20.4 million, which the Company expects to recognize over a remaining weighted-average period of 2.3 years.

Basic and diluted net income per share

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

Three Months Ended March 31,

$ 12,971 $ 5,023

1 unchanged sentence

50,754,763 50,086,684

Adjustment for stock options with dilutive effect

Adjustment for share options and RSUs with dilutive effect

2,180,024 1,863,114

1 unchanged sentence

52,934,787 51,949,798

Basic net (loss) income per share

Basic net income per share

$ 0.26 $ 0.10

Diluted net (loss) income per share

Diluted net income per share

$ 0.25 $ 0.10

A total of 11,064,752 shares issuable upon the exercise of outstanding share options and vesting of RSUs for the three and nine months ended September 30, 2025 have been excluded from the calculation of diluted net (loss) income per share due to their anti-dilutive effect.

For the three and nine months ended September 30, 2024, there were 2,222,171 and 9,650,718 , respectively, shares issuable upon the exercise of options granted under the Company’s option plans excluded from the calculation for diluted earnings per share, because they are considered to be anti-dilutive.

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

A total of 4,301,939 shares issuable upon the exercise of outstanding share options and vesting of RSUs for the three months ended March 31, 2026 (March 31, 2025:

3,691,365 ) have been excluded from the calculation of diluted net income per share due to their anti-dilutive effect.

For the three months ended March 31, 2026 and 2025, shares issuable upon the potential conversion of all of the Notes were excluded from the calculation of diluted net income per share due to their anti-dilutive effect.

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

As such, the effective tax rate in the condensed consolidated financial statements may differ from the Company’s estimate of the effective tax rate for the Company’s consolidated financial statements for the year ending December 31, 2026 .

The Company’s consolidated estimated effective tax rate for the three and nine months ended September 30, 2025 w as 155.5 % and ( 64.9 )%, respectively.

During the three and nine months ended September 30, 2025, the Company recorded a tax charge of $ 0.5 million and $ 2.1 million, respectively (September 30, 2024:

tax benefit of $ 2.6 million and $ 0.8 million, respectively).

The Company’s consolidated estimated effective tax rate for the three months ended March 31, 2026 w as 2.3 %.

During the three months ended March 31, 2026, the Company recorded a tax expense of $ 0.3 million (March 31, 2025:

tax expense of $ 1.1 million ).

The Company benefits from the U.K.

1 unchanged sentence

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

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

A net deferred tax asset o f $ 14.3 m illion has been recognized as of September 30, 2025 ( December 31, 2024 :

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

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

During the nine months ended September 30, 2025, the Company received U.K.

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

For the three months ended March 31, 2026 , the Company excluded the United Kingdom and the United States from the calculation of the annual estimated tax rate as the Company anticipates an ordinary loss in these jurisdictions for which the tax benefit cannot be recognized.

No deferred tax assets have been recognized as of March 31, 2026 ( December 31, 2025 :

The majority of the Company’s deferred tax assets relate to net operating loss and R&D carryforwards that can only be realized if the Company is profitable in future periods.

Accordingly, the Company has provided a valuation allowance against a substantial amount of the net deferred tax assets due to uncertainties as to their ultimate realization.

Segment information

9 unchanged sentences

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

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

$ 106,677 $ 93,881

15 unchanged sentences

( 6,185 ) ( 6,163 )

Segment and consolidated net (loss) income

Segment and consolidated net income

$ 12,971 $ 5,023

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

Commitments and contingencies

Lease commitments

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

The maturities of operating lease liabilities as of March 31, 2026 were as follows (in thousands):

Remainder of 2026

6 unchanged sentences

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 $ 3.0 million.

This amount is not included in the present value of operating lease liabilities above as the lease had not commenced as of September 30, 2025.

Lease commencement during the period

During the nine months ended September 30, 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.

This amount is not included in the present value of operating lease liabilities above as the lease had not commenced as of March 31, 2026.

Manufacturing commitments

The Company enters into a number of manufacturing commitments for the future purchase of materials and contract manufacturing services.

While the majority of such contracts can be cancelled on reasonable notice, due to the significant ongoing expenditure associated with the Company’s programs, including brenetafusp, the Company estimates it has noncancellable commitments in relation to the development and supply of product candidates totaling $ 20.1 million, the majority of which are estimated to be paid within twelve months from the balance sheet date.

While the majority of such contracts can be cancelled on reasonable notice, due to the significant ongoing expenditure associated with the Company’s programs, the Company estimates it has noncancellable commitments in relation to the development and supply of product candidates totaling $ 20.5 million, the majority of which are estimated to be paid within twelve months from the balance sheet date.

Gates collaboration

5 unchanged sentences

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

What changed 10-Q

Item 1. Financial Statements