What changed in this filing

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Item 1. Financial Statements

2026-08-06 compared with 2026-05-06 · 123 added, 108 removed, 311 unchanged (43% of the section changed)

23 unchanged sentences

Total current liabilities 235,198 246,697

Accrued expenses, non-current 26,883 —

Deferred revenue, non-current 4,490 4,858

4 unchanged sentences

Shareholders’ equity

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.

Ordinary shares (voting), £ 0.002 par value, most recent authority to allot up to a maximum nominal value of £ 149,303 and £ 149,633 shares as of June 30, 2026 and December 31, 2025, respectively, and 51,480,159 and 50,689,271 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively.

Deferred shares, £ 0.0001 par value, 5,793,501 shares authorized, issued and outstanding as of June 30, 2026 and December 31, 2025.

Additional paid-in capital 1,273,101 1,240,255

7 unchanged sentences

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

Three Months Ended March 31,

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

2026 2025 2026 2025

Revenue from sale of therapies, net $ 115,927 $ 97,964 $ 222,604 $ 191,845

5 unchanged sentences

Income (loss) from operations ( 2,996 ) ( 14,875 ) 4,284 ( 18,491 )

7,280 ( 3,616 )

Other income (expense):

1 unchanged sentence

Interest expense ( 3,062 ) ( 3,045 ) ( 6,113 ) ( 6,070 )

Foreign currency gains

Foreign currency gain (loss) ( 1,108 ) ( 738 ) 2,741 2,342

Other income, net 3,070 4,693 4,846 10,162

Net income before income taxes

Net income (loss) before income taxes ( 514 ) ( 9,694 ) 12,758 ( 3,610 )

Income tax expense ( 294 ) ( 606 ) ( 595 ) ( 1,667 )

( 301 ) ( 1,061 )

$ 12,971 $ 5,023

Other comprehensive income (loss):

Net income (loss) $ ( 808 ) $ ( 10,300 ) $ 12,163 $ ( 5,277 )

Other comprehensive (loss) income:

Exchange differences on translation of foreign operations 1,043 6,476 ( 6,246 ) 7,149

Total comprehensive income

$ 5,682 $ 5,696

Basic net income per share

$ 0.26 $ 0.10

Total comprehensive (loss) income $ 235 $ ( 3,824 ) $ 5,917 $ 1,872

Basic net income (loss) per share $ ( 0.02 ) $ ( 0.20 ) $ 0.24 $ ( 0.11 )

Basic weighted-average number of shares outstanding 50,973,830 50,294,205 50,868,252 50,191,018

50,754,763 50,086,684

Diluted net income per share

$ 0.25 $ 0.10

Diluted net income (loss) per share $ ( 0.02 ) $ ( 0.20 ) $ 0.23 $ ( 0.11 )

Diluted weighted-average number of shares outstanding

12 unchanged sentences

Other comprehensive loss — — — — — — ( 7,289 ) ( 7,289 )

— — — — — — ( 7,289 ) ( 7,289 )

Equity plan options exercised and units assigned 142,657 1 — — 655 — — 656

142,657 1 — — 655 — — 656

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

1 unchanged sentence

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

— — — — — ( 808 ) — ( 808 )

Other comprehensive income — — — — — — 1,043 1,043

Equity plan options exercised and units assigned 648,231 1 — — 16,485 — — 16,486

Share-based compensation expense — — — — 9,404 — — 9,404

As of June 30, 2026

51,480,159 $ 138 5,793,501 $ 1 $ 1,273,101 $ ( 819,112 ) $ ( 34,330 ) $ 419,798

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

Immunocore Holdings plc

Condensed Consolidated Statements of Shareholders’ Equity

(Unaudited) (In thousands, except share data)

Ordinary Shares Deferred Shares Additional Paid-in Capital Accumulated

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

deficit Accumulated other comprehensive (loss) income

Total Shareholders' Equity

Shares Amount Shares Amount

1 unchanged sentence

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

— — — — — 5,023 — 5,023

Net income — — — — — 5,023 — 5,023

Other comprehensive income — — — — — — 673 673

3 unchanged sentences

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

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

2 unchanged sentences

(Unaudited) (In thousands)

Three Months Ended March 31,

Six Months Ended June 30,

Cash flows from operating activities

$ 12,971 $ 5,023

Net income (loss) $ 12,163 $ ( 5,277 )

Adjustments for:

8 unchanged sentences

Changes in assets and liabilities:

(Increase) decrease in accounts receivable

( 7,930 ) 836

Increase in prepayments and other current assets

( 18,772 ) ( 28 )

Increase in accounts payable

Decrease in accrued expenses

( 8,303 ) ( 10,943 )

Increase in accounts receivable ( 22,551 ) ( 3,341 )

(Increase) decrease in prepayments and other current assets ( 16,675 ) 365

Increase (decrease) in accounts payable 1,171 ( 3,587 )

Increase in accrued expenses 18,698 22,787

Decrease in deferred revenue

(Decrease) increase in operating lease liabilities

Decrease (increase) in other operating assets

( 292 ) ( 97 )

Net cash (used in) provided by operating activities

( 13,775 ) 435

Decrease in operating lease liabilities ( 2,224 ) ( 528 )

Decrease in other operating assets ( 605 ) 3,527

Net cash provided by operating activities 2,153 26,399

Cash flows from investing activities

Purchase of marketable securities

Proceeds from sale of marketable securities

1 unchanged sentence

( 2,567 ) ( 712 )

Net cash provided by investing activities

Net cash provided by (used in) investing activities 3,433 ( 20,712 )

Cash flows from financing activities

1 unchanged sentence

Net cash provided by financing activities 17,141 6,221

(Decrease) increase in cash and cash equivalents

( 8,900 ) 12,688

Increase in cash and cash equivalents 22,727 11,908

Net foreign exchange difference on cash held ( 5,516 ) 20,294

13 unchanged sentences

The Company is pioneering and delivering transformative immunomodulating medicines to radically improve outcomes for patients with cancer, infectious diseases, and autoimmune diseases.

Leveraging its proprietary, flexible, off-the-shelf ImmTAX ( I mmune m obilizing m onoclonal T CRs A gainst X disease) platform, the Company’s pipeline includes clinical and preclinical programs in oncology, infectious diseases, and autoimmune diseases.

Leveraging its proprietary, flexible, off-the-shelf ImmTAX platform, the Company’s pipeline includes clinical and preclinical programs in oncology, infectious diseases, and autoimmune diseases.

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

10 unchanged sentences

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

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.

The results for the three and six months ended June 30, 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 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.

As of June 30, 2026 and December 31, 2025, the Company held $ 361.6 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 June 30, 2026 and December 31, 2025, the Company held $ 395.3 million and $ 396.4 million of marketable securities, respectively.

The Company recorded unrealized gains of $ 4.8 million for the six months ended June 30, 2026 and $ 10.2 million for the six months ended June 30, 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

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.

The significant accounting policies used in the preparation of these condensed consolidated financial statements as of and for the three and six months ended June 30, 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.

6 unchanged sentences

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

During the three months ended March 31, 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.

During the three and six months ended June 30, 2026, the Company recognized $ 115.9 million and $ 222.6 million, respectively (2025:

$ 98.0 million and $ 191.8 million, respectively), of net revenue from sale of therapies relating to the sale of KIMMTRAK primarily in the United States and Europe after estimated deductions for rebates, chargebacks and returns, which are recognized in Accrued expenses and other current liabilities and Accrued expenses, non-current, as set out in the Company’s accounting policies included in the Annual Report.

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

Three Months Ended March 31,

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

2026 2025 2026 2025

United States $ 74,937 $ 64,087 $ 142,375 $ 120,694

2 unchanged sentences

Revenue from sale of therapies, net

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.

$ 115,927 $ 97,964 $ 222,604 $ 191,845

Revenue from sale of therapies, net for the three and six months ended June 30, 2026 included $ 11.8 million and $ 21.1 million, respectively (2025:

$ 5.2 million and $ 12.6 million, respectively), 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 March 31, 2026 and December 31, 2025 were $ 81.1 million and $ 74.0 million, respectively.

Accounts receivable as of June 30, 2026 and December 31, 2025 were $ 95.4 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 March 31, 2026 and December 31, 2025 were immaterial.

Expected credit losses as of June 30, 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 March 31, 2026 were as follows (in thousands):

Current and non-current accruals for rebates, chargebacks and returns as of June 30, 2026 were as follows (in thousands):

Rebates Chargebacks Returns Total

As of December 31, 2025 $ 129,531 $ 2,682 $ 567 $ 132,780

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

Provisions recorded in the period 51,020 22,220 1,137 74,377

Credits and payments made ( 23,872 ) ( 21,155 ) ( 448 ) ( 45,475 )

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

As of June 30, 2026 $ 156,679 $ 3,747 $ 1,256 $ 161,682

Included in the above are non-current accruals for rebates, chargebacks and returns of $ 26.2 million and $ 0.0 million as of June 30, 2026 and December 31, 2025, respectively, as these amounts are not required to be paid in the twelve months from the balance sheet date.

Deferred revenue

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.

Current and non-current deferred revenue as of June 30, 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.

1 unchanged sentence

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.

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 classifies the portion of deferred revenue expected to be recognized over the next twelve months as current.

Accrued expenses and other current liabilities

13 unchanged sentences

Interest-bearing loans and borrowings

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

Interest-bearing loans and borrowings consisted of the following as of June 30, 2026 (in thousands):

Principal Amount

9 unchanged sentences

$ 402,500 $ ( 9,375 ) $ 393,125 $ 363,538 Level 2

See Note 7 to our financial statements in our Annual Report on Form 10-K for the year ended December 31, 2025 for a complete description of the terms of the Notes.

No material changes have occurred since that date.

Interest expense consisted of the following (in thousands):

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

2026 2025 2026 2025

Convertible senior notes

2 unchanged sentences

Amortization of debt issuance costs

547 530 1,082 1,039

Total interest expense

$ 3,062 $ 3,045 $ 6,113 $ 6,070

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 March 31,

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

2026 2025 2026 2025

Research and development

9 unchanged sentences

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.

As of June 30, 2026, the Company has reserved 6,947,060 authorized shares for future issuance under the EIP.

Share option activity

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

6 unchanged sentences

( 61,325 ) 46.18

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.

Outstanding as of June 30, 2026 10,924,713 $ 31.38 5.8 years $ 58,410

Exercisable as of June 30, 2026 7,987,179 $ 29.61 4.7 years $ 55,856

As of June 30, 2026, total unrecognized compensation expense related to share options granted but not vested was $ 27.8 million, which the Company expects to recognize over a remaining weighted-average period of 1.7 years.

Awards granted in the three and six months ended June 30, 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 March 31,

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

2026 2025 2026 2025

Share price at grant date $ 28.52 - $ 30.31

$ 28.63 - $ 29.06

$ 28.52 - $ 34.71

$ 28.63 - $ 29.60

Exercise price $ 28.52 - $ 30.31

$ 28.63 - $ 29.06

$ 28.52 - $ 34.71

$ 28.63 - $ 29.60

Expected volatility 50.49 % - 51.63 %

52.92 % - 53.65 %

50.49 % - 53.52 %

52.92 % - 55.78 %

Expected life 5.5 years

1 unchanged sentence

3.94 % - 4.12 %

3.68 % - 4.21 %

3.94 % - 4.41 %

Fair value $ 14.55 - $ 15.61

$ 15.11 - $ 15.27

$ 14.55 - $ 17.62

$ 15.11 - $ 16.21

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.

In February 2025, the Company introduced 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 American Depositary Shares ("ADSs") upon vesting of the RSU.

The fair value of each RSU award is based on the closing price of the 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

Number of RSUs Weighted Average Grant Date Fair Value

Unvested and outstanding as of December 31, 2025

1 unchanged sentence

Awards granted 572,002 32.41

557,683 32.46

Awards vested ( 115,323 ) 29.59

( 114,671 ) 29.60

Awards forfeited ( 74,366 ) 30.22

Unvested and outstanding as of June 30, 2026

878,469 $ 31.54

Unvested and outstanding as of March 31, 2026

As of June 30, 2026, total unrecognized compensation expense related to RSU awards granted but not vested was $ 17.5 million, which the Company expects to recognize over a remaining weighted-average period of 2.1 years.

Basic and diluted net (loss) income 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 June 30, Six Months Ended June 30,

2026 2025 2026 2025

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,

Net (loss) income

$ ( 808 ) $ ( 10,300 ) $ 12,163 $ ( 5,277 )

2 unchanged sentences

Adjustment for share options and RSUs with dilutive effect — — 2,034,951 —

2,180,024 1,863,114

Diluted weighted-average number of shares outstanding

50,973,830 50,294,205 52,903,203 50,191,018

Basic net income per share

Basic net (loss) income per share

$ ( 0.02 ) $ ( 0.20 ) $ 0.24 $ ( 0.11 )

Diluted net income per share

Diluted net (loss) income per share

$ ( 0.02 ) $ ( 0.20 ) $ 0.23 $ ( 0.11 )

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.

For the three months ended June 30, 2026, due to the Company's net loss position, 11,803,182 potentially dilutive shares related to outstanding share options and RSUs have been excluded from the calculation of diluted net loss per share, as their effect was anti-dilutive.

For the six months ended June 30, 2026, due to the Company's net income position, 2,034,951 dilutive shares related to these instruments were included in the calculation of diluted net income per share, while an additional 4,613,598 potentially dilutive shares were excluded from the calculation, as their effect was anti-dilutive.

For the three and six months ended June 30, 2025, due to the Company's net loss position, 11,220,642 potentially dilutive shares related to share options and RSUs were excluded from the calculation for diluted net loss per share, as their effect was anti-dilutive.

For the three and six months ended June 30, 2026, 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.

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 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’s co nsolidated estimated effective tax rate for the three and six months ended June 30, 2026 was ( 57.2 )% and 4.7 %, respectively.

The change in effective tax rate for the three months ended June 30, 2026, as compared to the six months ended June 30, 2026, is driven by a loss before tax of $ 0.5 million in contrast to a profit before tax of $ 12.8 million for the three and six months ended June 30, 2026 respectively.

During the three and six months ended June 30, 2026, the Company recorded a tax expense of $ 0.3 million and $ 0.6 million, respectively (June 30, 2025:

tax expense of $ 0.6 million and $ 1.7 million, respectively).

For the three and six months ended June 30, 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.

The Company benefits from the U.K.

1 unchanged sentence

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

For the three months ended March 31, 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 :

No deferred tax assets have been recognized as of June 30, 2026 and 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.

11 unchanged sentences

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

Three Months Ended March 31,

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

2026 2025 2026 2025

$ 115,927 $ 97,964 $ 222,604 $ 191,845

Cost of revenue from sale of therapies

14 unchanged sentences

( 15,305 ) ( 11,568 ) ( 21,490 ) ( 17,731 )

Segment and consolidated net income

Segment and consolidated net (loss) income

$ ( 808 ) $ ( 10,300 ) $ 12,163 $ ( 5,277 )

(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 gains, other income, net and income tax expense.

Commitments and contingencies

Lease commitments

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

The maturities of operating lease liabilities as of June 30, 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 March 31, 2026.

This amount is not included in the present value of operating lease liabilities above as the lease had not commenced as of June 30, 2026.

Manufacturing commitments

5 unchanged sentences

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

Other agreements

The Company has also entered into collaboration and license agreements which provide for various future milestone payments upon the achievement of specified development, regulatory, commercial and sales-based milestones, as well as potential future royalty and other payments.

These future milestone payments are contingent upon future events that are not considered probable of achievement as of June 30, 2026.

As of June 30, 2026, the Company was unable to estimate the timing or likelihood of achieving these milestones, due to the early stage of development.

Legal proceedings

1 unchanged sentence

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