What changed in this filing

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Item 1. Financial Statements

2025-11-06 compared with 2025-08-06 · 198 added, 146 removed, 568 unchanged (38% of the section changed)

4 unchanged sentences

Dollars (“$”), except for number of shares and per share data)

Three Months Ended Six Months Ended

June 30, June 30,

Three Months Ended Nine Months Ended

September 30, September 30,

Note 2025 2024 2025 2024

Product revenue, net 12 1,395,013 993,447 3,805,619 2,661,511

Collaboration revenue 3 13,224 8,020 21,973 12,754

Other revenue 3 17,271 8,152 39,244 20,906

Total revenues 1,412,284 1,001,599 3,844,863 2,682,417

7 unchanged sentences

Interest income, net 3,029 10,643 12,374 40,028

Other income (expense), net 8,167 ( 11,984 ) 12,117 ( 10,222 )

Other (expense) income, net ( 18,979 ) 11,318 ( 6,862 ) 1,096

Income (loss) before income taxes 147,164 ( 98,304 ) 267,613 ( 447,650 )

16 unchanged sentences

Dollars (“$”))

Three Months Ended Six Months Ended

June 30, June 30,

Three Months Ended Nine Months Ended

September 30, September 30,

2025 2024 2025 2024

9 unchanged sentences

Dollars (“$”), except for number of shares and per share data)

June 30, December 31,

September 30, December 31,

Note 2025 2024

19 unchanged sentences

Research and development cost share liability, current portion 3 90,596 111,154

Sale of future royalty liability, current portion 4 52,245 —

Short-term debt 11 813,296 851,529

2 unchanged sentences

Long-term debt 11 139,571 166,484

Sale of future royalty liability, non-current portion 4 832,755 —

Operating lease liabilities, non-current portion 51,387 44,277

7 unchanged sentences

Ordinary shares, $ 0.0001 par value per share;

1,540,975,898 and 1,387,367,704 shares issued and 1,428,203,304 and 1,387,367,704 shares outstanding as of June 30, 2025 and December 31, 2024, respectively

1,540,975,898 and 1,387,367,704 shares issued and 1,438,083,590 and 1,387,367,704 shares outstanding as of September 30, 2025 and December 31, 2024, respectively

Additional paid-in capital 12,616,844 12,087,908

8 unchanged sentences

Dollars (“$”))

Six Months Ended June 30,

Nine Months Ended September 30,

Note 2025 2024

5 unchanged sentences

Acquired in-process research and development 691 —

Gain on deconsolidation of a subsidiary — ( 3,735 )

Amortization of research and development cost share liability 3 ( 74,844 ) ( 51,614 )

Impairment of equity investments 34,216 —

Other items, net 9,595 11,516

15 unchanged sentences

Financing activities:

Proceeds from sale of future royalties 4 885,000 —

Proceeds from long-term loan 11 — 9,053

46 unchanged sentences

Balance at June 30, 2025 1,540,975,898 ( 112,772,594 ) 1,428,203,304 143 12,395,276 ( 113,698 ) ( 8,511,246 ) 3,770,475

Exercise of options, ESPP and release of RSUs — 9,880,286 9,880,286 1 80,759 — — 80,760

Share-based compensation — — — — 140,809 — — 140,809

Other comprehensive income — — — — — 12,441 — 12,441

Net income — — — — — — 124,841 124,841

Balance at September 30, 2025 1,540,975,898 ( 102,892,308 ) 1,438,083,590 144 12,616,844 ( 101,257 ) ( 8,386,405 ) 4,129,326

Balance at December 31, 2023 1,359,513,224 — 1,359,513,224 135 11,598,688 ( 99,446 ) ( 7,962,050 ) 3,537,327

12 unchanged sentences

Balance at June 30, 2024 1,379,101,901 — 1,379,101,901 137 11,840,197 ( 140,474 ) ( 8,333,605 ) 3,366,255

Upon effectiveness of the redomiciliation to Switzerland, ordinary shares (including in the form of ADS) held by the Company or one of its controlled subsidiaries immediately prior to the effective date of the redomiciliation became part of the Company’s issued but not outstanding share capital and are considered own ordinary shares of the Company, or “treasury shares,” under Swiss law.

Issuance of shares reserved for share option exercises 1,944,995 — 1,944,995 — — — — —

Exercise of options, ESPP and release of RSUs 4,987,424 — 4,987,424 1 19,521 — — 19,522

Share-based compensation — — — — 114,697 — — 114,697

Other comprehensive income — — — — — 56,949 — 56,949

Net loss — — — — — — ( 121,350 ) ( 121,350 )

Balance at September 30, 2024 1,386,034,320 — 1,386,034,320 138 11,974,415 ( 83,525 ) ( 8,454,955 ) 3,436,073

Upon effectiveness of the redomiciliation to Switzerland, ordinary shares (including in the form of ADS) held by the Company or one of its controlled subsidiaries immediately prior to the effective date of the redomiciliation became part of the Company’s issued but not outstanding share capital and are considered ordinary shares of the Company, or “treasury shares” under Swiss law.

The Company expects to use these treasury shares in the future to satisfy obligations to deliver shares in connection with awards granted under the Company’s equity incentive plans and agreements.

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Description of business

BeOne Medicines Ltd.

(the “Company”, “BeOne”, “it”, “its”), formerly known as BeiGene, Ltd., is a global oncology company redomiciled in Switzerland during the second quarter of 2025, that is discovering and developing innovative treatments that are more affordable and accessible to cancer patients worldwide.

Formerly known as BeiGene, Ltd., BeOne Medicines Ltd.

(the “Company” or “BeOne”) is a global oncology company that is discovering and developing innovative treatments that are more affordable and accessible to cancer patients worldwide.

The Company redomiciled from the Cayman Islands to Switzerland during the second quarter of 2025.

The redomiciliation to Switzerland did not change the accounting basis under U.S.

generally accepted accounting principles (“GAAP”) of any of the Company’s consolidated assets, liabilities, equity, or any previous results of operations or cash flows.

In connection with the redomiciliation, ordinary shares held by the Company or one of its controlled subsidiaries immediately prior to the effective date of the redomiciliation will be part of the Company’s issued share capital and be considered own ordinary shares of the Company, or “treasury shares”, under Swiss law.

See BeiGene, Ltd.’s final prospectus filed with the U.S.

In connection with the redomiciliation, ordinary shares held by the Company or one of its controlled subsidiaries immediately prior to the effective date of the redomiciliation became part of the Company’s issued share capital and are considered ordinary shares of the Company, or “treasury shares” under Swiss law.

See the Company’s final prospectus filed with the U.S.

Securities and Exchange Commission pursuant to Rule 424(b)(3) on March 10, 2025 for a full description of the changes related to the Company’s ordinary shares resulting from the redomiciliation to Switzerland.

Since its inception in 2010, the Company has become a fully integrated global organization with more than 11,000 employees worldwide.

Since its inception in 2010, the Company has become a fully integrated global organization with nearly 12,000 employees worldwide.

Basis of presentation and consolidation

The accompanying condensed consolidated balance sheet as of June 30, 2025, the condensed consolidated statements of operations and comprehensive loss for the three and six months ended June 30, 2025 and 2024, the condensed consolidated statements of cash flows for the six months ended June 30, 2025 and 2024, and the condensed consolidated statements of shareholders’ equity for the three and six months ended June 30, 2025 and 2024, and the related footnote disclosures are unaudited.

The accompanying condensed consolidated balance sheet as of September 30, 2025, the condensed consolidated statements of operations and comprehensive loss for the three and nine months ended September 30, 2025 and 2024, the condensed consolidated statements of cash flows for the nine months ended September 30, 2025 and 2024, and the condensed consolidated statements of shareholders’ equity for the three and nine months ended September 30, 2025 and 2024, and the related footnote disclosures are unaudited.

The accompanying unaudited interim condensed consolidated financial statements were prepared in accordance with U.S.

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The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual financial statements and, in the opinion of management, reflect all normal recurring adjustments, necessary to present a fair statement of the results for the interim periods presented.

Results of operations for the three and six months ended June 30, 2025 are not necessarily indicative of the results expected for the full fiscal year or for any future annual or interim period.

Results of operations for the three and nine months ended September 30, 2025 are not necessarily indicative of the results expected for the full fiscal year or for any future annual or interim period.

The unaudited interim condensed consolidated financial statements include the financial statements of the Company and its subsidiaries.

2 unchanged sentences

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period.

Areas where management uses subjective judgment include, but are not limited to, estimating the useful lives of long-lived assets, estimating variable consideration in product sales and collaboration revenue arrangements, identifying separate performance obligations and the standalone selling price of each performance obligation in the Company’s revenue arrangements, assessing the impairment of long-lived assets, valuation and recognition of share-based compensation expenses, realizability of deferred tax assets, estimating uncertain tax positions, valuation of inventory, estimating the allowance for credit losses, determining defined benefit pension plan obligations, measurement of right-of-use assets and lease liabilities, and the fair value of financial instruments.

Management bases the estimates on historical experience, known trends and various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities and reported amounts of revenues and expenses.

2 unchanged sentences

New accounting standards which have not yet been adopted

In November 2024, the FASB issued Accounting Standards Update (“ASU”) 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

In September 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software.

This update removes all references to prescriptive and sequential software development stages throughout Subtopic 350-40.

The update requires an entity to start capitalizing software costs when management has authorized and committed to funding the software project, and it is probable that the project will be completed and the software will be used to perform the function intended.

The update further specifies that the disclosures in Subtopic 360-10 are required for all capitalized internal-use software costs.

This update is effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods.

Early adoption is permitted.

The guidance can be applied using a prospective transition approach, a modified transition approach that is based on the status of the project and whether software costs were capitalized before the date of adoption, or a retrospective transition approach.

The Company is currently evaluating the impact on its financial statements of adopting this guidance.

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

Disaggregation of Income Statement Expenses.

19 unchanged sentences

Significant accounting policies

For a more complete discussion of the Company’s significant accounting policies and other information, the unaudited interim condensed consolidated financial statements and notes thereto should be read in conjunction with the consolidated financial statements included in the Company’s Annual Report for the year ended December 31, 2024.

There have been no material changes to the Company’s significant accounting policies as of and for the six months ended June 30, 2025, as compared to the significant accounting policies described in the Annual Report.

There have been no material changes to the Company’s significant accounting policies as of and for the nine months ended September 30, 2025, as compared to the significant accounting policies described in the Annual Report, other than the accounting for the sale of future royalty liability disclosed in Note 4.

Fair Value Measurements

8 unchanged sentences

The Company considers an active market to be one in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis, and considers an inactive market to be one in which there are infrequent or few transactions for the asset or liability, the prices are not current, or price quotations vary substantially either over time or among market makers.

The following tables present the Company’s financial assets and liabilities measured and recorded at fair value on a recurring basis using the above input categories as of June 30, 2025 and December 31, 2024:

The following tables present the Company’s financial assets and liabilities measured and recorded at fair value on a recurring basis using the above input categories as of September 30, 2025 and December 31, 2024:

Quoted Price in Active Market for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs

As of June 30, 2025 (Level 1) (Level 2) (Level 3)

As of September 30, 2025 (Level 1) (Level 2) (Level 3)

Cash equivalents

3 unchanged sentences

Convertible debt instrument — — 5,810

Other 585 — —

Total 2,132,154 — 5,810

18 unchanged sentences

The Company elected the fair value option method of accounting for the convertible notes.

Accordingly, the convertible notes are remeasured at fair value on a recurring basis using Level 3 inputs, with any changes in the fair value option recorded in other income (expense), net.

The Company recorded net gains on fair value adjustment of $ 75 and $ 1,211 for the three and six months ended June 30, 2025, respectively, and $ 138 for the three and six months ended June 30, 2024, respectively.

As of June 30, 2025 and December 31, 2024, the fair values of cash and cash equivalents, restricted cash, accounts receivable, accounts payable, and short-term debt approximated their carrying values due to their short-term nature.

Accordingly, the convertible notes are remeasured at fair value on a recurring basis using Level 3 inputs, with any changes in the fair value option recorded in other (expense) income, net.

The Company recorded net losses on fair value adjustment of $ 3,093 and $ 1,882 for the three and nine months ended September 30, 2025, respectively, and $ 1,802 and $ 1,664 for the three and nine months ended September 30, 2024, respectively.

As of September 30, 2025 and December 31, 2024, the fair values of cash and cash equivalents, restricted cash, accounts receivable, accounts payable, and short-term debt approximated their carrying values due to their short-term nature.

Long-term debt approximate their fair value due to the fact that the related interest rates approximate the rates currently offered by financial institutions for similar debt instrument of comparable maturities.

Collaborative and Licensing Arrangements

Collaborative, Licensing and Other Arrangements

The Company enters into collaborative arrangements for the research and development, manufacture and/or commercialization of drug products and drug candidates.

1 unchanged sentence

These arrangements may include non-refundable upfront payments, contingent obligations for potential development, regulatory and commercial performance milestone payments, cost-sharing and reimbursement arrangements, royalty payments, and profit sharing.

For detailed descriptions of each arrangement, see the Company’s Annual Report for the year ended December 31, 2024 filed with the U.S.

Securities and Exchange Commission on February 27, 2025.

For the three and six months ended June 30, 2025, the Company’s collaboration revenue consisted primarily of royalty revenue from Imdelltra sales outside of China under the Amgen collaboration agreement and revenue generated under the Novartis broad markets agreement.

For the three and six months ended June 30, 2024, collaboration revenue consisted primarily of revenue generated under the Novartis broad markets agreement.

The following table summarizes total collaboration revenue recognized for the three and six months ended June 30, 2025 and 2024:

Three Months Ended Six Months Ended

June 30, June 30,

For detailed descriptions of each arrangement, see the Company’s Annual Report.

For the three and nine months ended September 30, 2025, the Company’s other revenue consisted primarily of royalty revenue from IMDELLTRA ® sales outside of China under the Amgen collaboration agreement and revenue generated under the Novartis broad markets agreement.

For the three and nine months ended September 30, 2024, other revenue consisted primarily of revenue generated under the Novartis broad markets agreement.

See Note 4 for further discussions of the accounting for the sale of future royalties associated with IMDELLTRA ® to Royalty Pharma in the third quarter of 2025.

The Company will continue to recognize royalty revenue when such royalties are required to be paid by Amgen.

The following table summarizes total other revenue recognized for the three and nine months ended September 30, 2025 and 2024:

Three Months Ended Nine Months Ended

September 30, September 30,

2025 2024 2025 2024

Revenue from collaborators $ $ $ $

Other Revenue $ $ $ $

Amgen royalty revenue 12,169 2,454 26,721 3,290

1 unchanged sentence

Other 987 530 1,566 3,947

Revenue from collaborators 13,224 8,020 21,973 12,754

Other Revenue 17,271 8,152 39,244 20,906

In-Licensing Arrangements - Commercial

During the three and six months ended June 30, 2025 and 2024, the Company recorded the following amounts related to its collaboration arrangement with Amgen.

During the three and nine months ended September 30, 2025 and 2024, the Company recorded the following amounts related to its collaboration arrangement with Amgen.

For a detailed description of the arrangement and related rights and obligations, see the Company’s Annual Report for the year ended December 31, 2024 filed on February 27, 2025.

T he Company is still in the commercialization period for XGEVA, KYPROLIS and BLINCYTO in China.

Amounts recorded related to the Company’s portion of the co-development funding on the pipeline assets for the three and six months ended June 30, 2025 and 2024 were as follows:

Three Months Ended Six Months Ended

June 30, June 30,

The Company is still in the commercialization period for XGEVA ® , KYPROLIS ® and BLINCYTO ® in China.

Amounts recorded related to the Company’s portion of the co-development funding on the pipeline assets for the three and nine months ended September 30, 2025 and 2024 were as follows:

Three Months Ended Nine Months Ended

September 30, September 30,

2025 2024 2025 2024

2 unchanged sentences

Research and development expense 30,050 17,015 77,196 52,981

June 30, 2025

September 30, 2025

Remaining portion of development funding cap 183,592

As of June 30, 2025 and December 31, 2024, the research and development cost share liability recorded in the Company’s balance sheet was as follows:

June 30, December 31,

As of September 30, 2025 and December 31, 2024, the research and development cost share liability recorded in the Company’s balance sheet was as follows:

September 30, December 31,

Research and development cost share liability, current portion 90,596 111,154

1 unchanged sentence

Total research and development cost share liability 90,596 165,440

The total reimbursement paid under the commercial profit-sharing agreement for product sales is classified in the income statement for the three and six months ended June 30, 2025 and 2024 as follows:

Three Months Ended Six Months Ended

June 30, June 30,

The total reimbursement paid under the commercial profit-sharing agreement for product sales is classified in the income statement for the three and nine months ended September 30, 2025 and 2024 as follows:

Three Months Ended Nine Months Ended

September 30, September 30,

2025 2024 2025 2024

4 unchanged sentences

The Company purchases commercial inventory from Amgen to distribute in China.

Inventory purchases amounted to $ 73,288 and $ 136,032 during the three and six months ended June 30, 2025, respectively, and $ 47,653 and $ 109,879 during the three and six months ended June 30, 2024, respectively.

Net amounts payable to Amgen was $ 110,065 and $ 116,563 as of June 30, 2025 and December 31, 2024, respectively.

Inventory purchases amounted to $ 84,243 and $ 220,275 during the three and nine months ended September 30, 2025, respectively, and $ 43,061 and $ 152,940 during the three and nine months ended September 30, 2024, respectively.

Net amounts payable to Amgen was $ 116,413 and $ 116,563 as of September 30, 2025 and December 31, 2024, respectively.

In-Licensing Arrangements - Development

1 unchanged sentence

These arrangements typically include non-refundable upfront payments, contingent obligations for potential development, regulatory and commercial performance milestone payments, cost-sharing arrangements, royalty payments, and profit sharing.

Upfront and milestone payments incurred under these arrangements for the three and six months ended June 30, 2025 and 2024 are set forth below.

Upfront and milestone payments incurred under these arrangements for the three and nine months ended September 30, 2025 and 2024 are set forth below.

All upfront and development milestones were expensed to research and development expense.

All regulatory and commercial milestones were capitalized as intangible assets and are being amortized over the remainder of the respective product patent or term of the commercialization agreements.

Three Months Ended Six Months Ended

June 30, June 30,

Three Months Ended Nine Months Ended

September 30, September 30,

2025 2024 2025 2024

4 unchanged sentences

Total 191 5,000 20,691 51,527

Sale of Future IMDELLTRA ® Royalties

On August 25, 2025, the Company entered into an agreement ("Royalty Agreement") to sell its royalty rights on the worldwide sales, excluding China, of Amgen’s IMDELLTRA ® (tarlatamab-dlle) for up to $ 950,000 to Royalty Pharma Investments 2023 ICAV (“Royalty Pharma”).

Under the terms of the Royalty Agreement, the Company received a non-refundable upfront payment of $ 885,000 , with the option to sell remaining royalties within one year for up to $ 65,000 .

The Company will share in a portion of the royalty on annual sales above $ 1.5 billion, and will maintain royalty and all other rights to other assets under the terms of its collaboration agreement with Amgen.

The Company evaluated the arrangement and determined that the proceeds from the sale of future IMDELLTRA ® royalties, as well as the option to sell remaining royalties when and if exercised, should be treated as a financing liability according to ASC 470, Debt due to the Company’s continuing involvement with the Amgen collaboration.

At the transaction date, the Company recognized the upfront proceeds received from Royalty Pharma of $ 885,000 as a liability and is amortizing it using the effective interest method over the life of the arrangement.

The Company imputes interest expense associated with the liability using the effective interest rate method.

The effective interest rate is the rate that equates the present value of the estimate of remaining royalty revenues payable to Royalty Pharma with the carrying amount of the liability.

The interest rate on the sale of future royalty liability may vary during the term of the agreement depending on a number of factors, including the royalty revenues forecast.

The Company evaluates the interest rate quarterly based on its expectations of future royalty revenues, historical experience and current market conditions using the prospective method.

A significant increase or decrease in future royalty revenues will materially impact the timing of royalty sale liability amortization, interest expense and the time period for repayment.

The Company will assess the expected payments to Royalty Pharma quarterly, and, to the extent the amount or timing of such payments is materially different than its initial estimates, the Company will prospectively adjust the amortization of the liability and the related interest expense.

The repayment of this obligation to Royalty Pharma will be made upon the receipt of royalties from Amgen throughout the royalty period.

The repayment does not follow a fixed repayment schedule and will be recognized over the life of the royalty stream, which is expected to occur through at least 2041.

The Royalty Agreement also contains customary representations, warranties, covenants, and indemnification provisions.

As of September 30, 2025, the royalty financing obligation recorded in the Company’s balance sheet was as follows:

September 30, 2025

Sale of future royalty liability, current portion 52,245

Sale of future royalty liability, non-current portion 832,755

Total sale of future royalty liability 885,000

The carrying value of the sale of future royalty liability approximates fair value as of September 30, 2025 and is based on the Company’s current estimates of future royalties expected to be paid to Royalty Pharma over the life of the royalty stream, which are considered Level 3 inputs.

The Company accrued $ 5,580 in interest expense related to this arrangement for the three and nine months ended September 30, 2025, respectively.

The effective annual imputed interest rate was 6.4 % as of September 30, 2025.

The Company accrued $ 11,303 in royalty revenue for the three months ended September 30, 2025, which will be paid to Royalty Pharma in the fourth quarter of 2025.

As of September 30, 2025, no payments have been made to Royalty Pharma.

Restricted Cash and Investments

Restricted Cash

The Company’s restricted cash primarily consists of RMB-denominated cash deposits held in designated bank accounts as collateral for letters of credit.

The Company’s restricted cash primarily consists of RMB-denominated cash deposits held in designated bank accounts as collateral for letters of credit and cash used to settle employee benefit obligations and related taxes.

The Company classifies restricted cash as current or non-current based on the term of the restriction.

Restricted cash as of June 30, 2025 and December 31, 2024 was as follows:

June 30, December 31,

Restricted cash as of September 30, 2025 and December 31, 2024 was as follows:

September 30, December 31,

Short-term restricted cash 52,987 9,312

2 unchanged sentences

In addition to the restricted cash balances above, the Company is required by the PRC securities law to use the proceeds from its offering on the STAR Market of the Shanghai Stock Exchange (the “STAR Offering”) in strict compliance with the planned uses as disclosed in the PRC offering prospectus as well as those disclosed in the Company’s proceeds management policy approved by the board of directors.

As of June 30, 2025, the Company had cash remaining related to the STAR Offering proceeds of $ 359,544 .

As of September 30, 2025, the Company had cash remaining related to the STAR Offering proceeds of $ 248,992 .

Investments in Equity Securities

The following table summarizes the Company’s investments in equity securities:

June 30, December 31,

September 30, December 31,

Equity securities with readily determinable fair values 1

9 unchanged sentences

1 Represents common stock and warrants to purchase additional shares of common stock of Leap.

The Company measures the investment in the common stock and warrants at fair value, with changes in fair value recorded to other income (expense), net.

The Company measures the investment in the common stock and warrants at fair value, with changes in fair value recorded to other (expense) income, net.

2 In the first quarter of 2024, the Company divested the net assets comprising substantially all of its Pi Health business with a carrying value of $ 38,063 .

The consideration received for the divestiture consisted of preferred stock in a newly formed entity, Pi Health, Inc., with a fair value of $ 40,798 and cash consideration of $ 1,000 .

The transaction resulted in a pre-tax gain of $ 3,735 recorded within other income (expense), net during the six months ended June 30, 2024.

The transaction resulted in a pre-tax gain of $ 3,735 recorded within other (expense) income, net during the nine months ended September 30, 2024.

The Company accounts for its investment as a private equity security without a readily determinable fair value, and the divestiture was not treated as a discontinued operation in the Statement of Operations and therefore the historical results of operations of the Pi Health business will remain in the Company’s continuing operations.

3 In the three and nine months ended September 30, 2025, the Company recognized an impairment loss of $ 15,552 within other (expense) income, net, resulting from a decline in the enterprise value related to a business acquisition of one of its investees.

4 In the first quarter of 2025, in connection with the wind-down of the operations and related financial obligations of one of the Company’s equity-method investments, the investment’s fair value was assessed to be zero .

The Company recognized an other-than-temporary impairment loss of $ 12,376 during the six months ended June 30, 2025, within unrealized losses from equity-method investments.

The following table summarizes unrealized losses related to investments in equity securities recorded in other income (expense), net for the three and six months ended June 30, 2025 and 2024:

Three Months Ended Six Months Ended

June 30, June 30,

The Company recognized an other-than-temporary impairment loss of $ 12,376 during the nine months ended September 30, 2025, within unrealized losses from equity-method investments.

The following table summarizes unrealized losses related to investments in equity securities recorded in other (expense) income, net for the three and nine months ended September 30, 2025 and 2024:

Three Months Ended Nine Months Ended

September 30, September 30,

2025 2024 2025 2024

6 unchanged sentences

The Company’s inventories, net consisted of the following:

June 30, December 31,

September 30, December 31,

Raw materials 178,639 170,584

4 unchanged sentences

Property, plant and equipment, net are recorded at cost and consisted of the following:

June 30, December 31,

September 30, December 31,

Land 71,434 65,485

8 unchanged sentences

Property, plant and equipment, net 1,628,114 1,578,423

The Company has made a significant investment in its newly opened manufacturing and R&D center in Hopewell, New Jersey.

In the six months ended June 30, 2025, $ 334,635 of assets were placed into service.

As of June 30, 2025, the Company had construction in progress of $ 189,674 related to the Hopewell facility, the majority of which will be put into service in 2025.

Depreciation expense was $ 29,854 and $ 61,468 for the three and six months ended June 30, 2025, respectively, and $ 23,754 and $ 47,864 for the three and six months ended June 30, 2024, respectively.

The Company has made a significant investment in its recently opened manufacturing and clinical R&D facility in Hopewell, New Jersey.

In the nine months ended September 30, 2025, $ 460,383 of assets were placed into service.

As of September 30, 2025, the Company had construction in progress of $ 92,890 related to the Hopewell facility, the majority of which will be put into service in 2026.

Depreciation expense was $ 35,730 and $ 97,198 for the three and nine months ended September 30, 2025, respectively, and $ 70,028 and $ 117,892 for the three and nine months ended September 30, 2024, respectively.

Included within depreciation expense for the three and nine months ended September 30, 2024 was $ 41,808 of accelerated depreciation expense resulting from shifting production to more efficient, larger scale equipment for TEVIMBRA.

Intangible Assets

Intangible assets as of June 30, 2025 and December 31, 2024 are summarized as follows:

June 30, 2025 December 31, 2024

Intangible assets as of September 30, 2025 and December 31, 2024 are summarized as follows:

September 30, 2025 December 31, 2024

carrying Accumulated Intangible carrying Accumulated Intangible

10 unchanged sentences

Amortization expense was as follows:

Three Months Ended Six Months Ended

June 30, June 30,

Three Months Ended Nine Months Ended

September 30, September 30,

2025 2024 2025 2024

3 unchanged sentences

Total 1,554 1,264 8,504 3,624

As of June 30, 2025, estimated amortization expense for each of the five succeeding years and thereafter was as follows:

As of September 30, 2025, estimated amortization expense for each of the five succeeding years and thereafter was as follows:

Year Ending December 31, Cost of Sales - Product Selling, General and Administrative Total

7 unchanged sentences

Total 63,049 532 63,581

Income tax expense was $ 5,229 and $ 24,859 for the three and six months ended June 30, 2025 and $ 14,485 and $ 22,209 for the three and six months ended June 30, 2024, respectively.

The income tax expense for the three and six months ended June 30, 2025 was primarily attributable to current Switzerland tax expense based on year to date earnings, current China tax expense due to certain non-deductible expenses, offset with a net U.S.

Income tax expense was $ 22,323 and $ 47,182 for the three and nine months ended September 30, 2025 and $ 23,046 and $ 45,255 for the three and nine months ended September 30, 2024, respectively.

The income tax expense for the three and nine months ended September 30, 2025 was primarily attributable to current Switzerland tax expense based on year to date earnings and current China tax expense due to certain non-deductible expenses, offset with a net U.S.

tax benefit mainly driven by changes to the Company’s estimate of U.S.

R&D credits to be taken for prior periods and are reflected as a discrete item in Q2 2025.

The income tax expense for the three and six months ended June 30, 2024 was primarily attributable to current U.S.

R&D credits to be taken for prior periods reflected as discrete items through Q3 2025.

The income tax expense for the three and nine months ended September 30, 2024 was primarily attributable to current U.S.

tax expense determined after other special tax deductions and research and development tax credits, current Switzerland tax expense based on year to date earnings, and current China tax expense due to certain non-deductible expenses.

2 unchanged sentences

Valuation allowances have been provided on deferred tax assets where, based on all available evidence, it was considered more likely than not that some portion or all of the recorded deferred tax assets will not be realized in future periods.

After consideration of all positive and negative evidence, as of June 30, 2025, the Company will maintain a full valuation allowance against its net deferred tax assets.

As of June 30, 2025, the Company had gross unrecognized tax benefits of $ 21,488 .

After consideration of all positive and negative evidence, as of September 30, 2025, the Company will maintain a full valuation allowance against its net deferred tax assets.

As of September 30, 2025, the Company had gross unrecognized tax benefits of $ 22,003 .

The Company does not anticipate that the amount of existing unrecognized tax benefits will significantly change within the next 12 months.

The Company’s reserve for uncertain tax positions increased by $ 3,913 and $ 4,249 in the three and six months ended June 30, 2025, primarily due to U.S.

The Company’s reserve for uncertain tax positions increased by $ 515 and $ 4,764 in the three and nine months ended September 30, 2025, primarily due to U.S.

federal and state tax credits and incentives.

1 unchanged sentence

Prepaid expenses and other current assets consist of the following:

June 30, December 31,

September 30, December 31,

Prepaid research and development costs 70,025 64,277

Payroll tax receivable 69,987 14,569

Other receivables 39,098 32,828

2 unchanged sentences

Short-term restricted cash 52,987 9,312

Prepaid insurance 8,486 6,242

Prepaid manufacturing cost 2,675 19,333

2 unchanged sentences

Other non-current assets consist of the following:

June 30, December 31,

September 30, December 31,

Long-term investments 100,652 128,933

Long-term restricted cash 20,687 2,025

Prepaid supply cost 12,321 12,249

Rental deposits and other 7,978 8,481

1 unchanged sentence

Prepaid VAT 3,290 2,875

Prepaid supply cost 1,034 12,249

Total 136,197 160,490

Accrued expenses and other payables consist of the following:

June 30, December 31,

September 30, December 31,

Revenue rebates and returns related 382,777 235,600

Compensation related 234,298 248,348

Individual income tax and other taxes 109,376 34,904

External research and development activities related 106,185 154,269

Commercial activities 124,520 77,530

External research and development activities related 125,087 154,269

Individual income tax and other taxes 79,791 34,904

Accrued general and administrative expenses 33,806 31,106

2 unchanged sentences

Other long-term liabilities consist of the following:

June 30, December 31,

September 30, December 31,

Deferred government grant income 29,100 30,324

3 unchanged sentences

Total 64,056 66,735

The following table summarizes the Company’s short-term and long-term debt obligations as of June 30, 2025 and December 31, 2024:

The following table summarizes the Company’s short-term and long-term debt obligations as of September 30, 2025 and December 31, 2024:

Lender Borrower Term Maturity Date Note As of

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

China Construction Bank BeOne Guangzhou Biologics Manufacturing Co., Ltd.

31 unchanged sentences

1 The credit facility offers a borrowing capacity of RMB 580,000 , denominated in RMB, and bears floating interest rates benchmarking RMB loan interest rates of financial institutions in the PRC.

The loan interest rate was 3.8 % as of June 30, 2025.

The loan interest rate was 3.8 % as of September 30, 2025.

The outstanding principal balance is payable in semi-annual installments.

The Company repaid $ 8,358 (RMB 60,000 ) during the six months ended June 30, 2025.

The Company repaid $ 8,358 (RMB 60,000 ) during the nine months ended September 30, 2025.

The loan is secured by BeOne Guangzhou Biologics Manufacturing Co., Ltd.’s property ownership certificate and fixed assets.

2 The credit facility offers a borrowing capacity of RMB 350,000 , denominated in RMB, and bears floating interest rates benchmarking against prevailing interest rates of financial institutions in the PRC.

The loan interest rate was 3.4 % as of June 30, 2025.

The loan interest rate was 3.4 % as of September 30, 2025.

The outstanding principal balance is payable in quarterly installments.

The Company repaid $ 4,323 (RMB 31,429 ) during the six months ended June 30, 2025.

The loan is secured by Guangzhou Factory’s second land use right and certain fixed assets.

The Company repaid $ 6,512 (RMB 47,143 ) during the nine months ended September 30, 2025.

The loan is secured by Guangzhou Factory’s south district land use right and certain fixed assets.

3 The credit facility offers a borrowing capacity of RMB 378,000 , denominated in RMB, and bears floating interest rates benchmarking RMB loan interest rates of financial institutions in the PRC.

The loan interest rate was 3.3 % as of June 30, 2025.

The loan interest rate was 3.2 % as of September 30, 2025.

The outstanding principal balance is payable in quarterly installments.

The Company repaid $ 4,118 (RMB 29,765 ) during the six months ended June 30, 2025.

The Company repaid $ 6,192 (RMB 44,620 ) during the nine months ended September 30, 2025.

The loan is secured by fixed assets placed into service in the third phase of the Guangzhou manufacturing facility’s buildout.

4 The credit facility offers a borrowing capacity of RMB 480,000 , denominated in RMB, and bears floating interest rate benchmarking RMB loan interest rates of financial institutions in the PRC.

The loan interest rate was 3.4 % as of June 30, 2025.

The loan interest rate was 3.3 % as of September 30, 2025.

The outstanding principal balance is payable in semi-annual installments.

1 unchanged sentence

5 The working capital loan facility offers a borrowing capacity of up to $ 380,000 , denominated in USD, and bears floating interest rates benchmarking the secured overnight financing rate.

The loan interest rate was 6.2 % as of June 30, 2025.

The loan interest rate was 6.2 % as of September 30, 2025.

$ 300,000 of the borrowings matures on December 17, 2025, and $ 80,000 matures on January 21, 2026.

6 The working capital loan facility offers a borrowing capacity of up to $ 150,000 , denominated in USD.

The loan interest rate was 6.8 % as of June 30, 2025.

The loan interest rate was 6.8 % as of September 30, 2025.

7 The working capital loan facility offers a borrowing capacity of up to RMB 675,000 , denominated in RMB.

The loan interest rate was 3.0 % as of June 30, 2025.

The loan interest rate was 3.0 % as of September 30, 2025.

8 The working capital loan facility offered a borrowing capacity of up to RMB 675,000 , denominated in RMB.

The Company repaid the principal during the six months ended June 30, 2025.

The Company repaid the principal during the nine months ended September 30, 2025.

9 The working capital loan facility offers a borrowing capacity of up to of RMB 400,000 , denominated in RMB.

The Company repaid the principal during the six months ended June 30, 2025.

The Company repaid the principal during the nine months ended September 30, 2025.

10 The working capital loan facility offers a borrowing capacity of up to RMB 340,000 , denominated in RMB, and bears floating interest rates benchmarking Hong Kong interbank market rate for RMB.

The loan interest rate was 5.2 % as of June 30, 2025.

The loan interest rate was 3.6 % as of September 30, 2025.

11 The working capital loan facility offers a borrowing capacity of up to RMB 700,000 , denominated in RMB.

The loan interest rate was 2.9 % as of June 30, 2025.

The loan interest rate was 2.9 % as of September 30, 2025.

The Company has numerous financial and non-financial covenants on its debt obligations with various banks and other lenders.

2 unchanged sentences

Any acceleration would be a matter of months but may impact the Company’s ability to refinance debt obligations if an event of default occurs.

As of June 30, 2025, the Company was in compliance with all covenants of its material debt agreements.

As of September 30, 2025, the Company was in compliance with all covenants of its material debt agreements.

Interest Expense

Interest expense recognized for the three and six months ended June 30, 2025 was $ 12,048 and $ 25,009 , respectively, among which, $ 4,054 and $ 10,013 was capitalized, respectively.

Interest expense recognized for the three and six months ended June 30, 2024 was $ 13,233 and $ 25,637 , respectively, among which, $ 8,312 and $ 17,521 was capitalized, respectively.

Interest paid for the six months ended June 30, 2025 and 2024, net of amounts capitalized, amounted to $ 14,006 and $ 6,628 , respectively.

Interest expense recognized for the three and nine months ended September 30, 2025 was $ 12,650 and $ 37,659 , respectively, among which, $ 1,886 and $ 11,899 was capitalized, respectively.

Interest expense recognized for the three and nine months ended September 30, 2024 was $ 14,312 and $ 39,949 , respectively, among which, $ 8,176 and $ 25,697 was capitalized, respectively.

Interest paid for the nine months ended September 30, 2025 and 2024, net of amounts capitalized, amounted to $ 24,249 and $ 12,466 , respectively.

Product Revenue

2 unchanged sentences

and POBEVCY ® in China under a license from Bio-Thera.

The table below presents the Company’s net product revenue for the three and six months ended June 30, 2025 and 2024.

Three Months Ended Six Months Ended

June 30, June 30,

The table below presents the Company’s net product revenue for the three and nine months ended September 30, 2025 and 2024.

Three Months Ended Nine Months Ended

September 30, September 30,

2025 2024 2025 2024

2 unchanged sentences

Product revenue – net 1,395,013 993,447 3,805,619 2,661,511

The following table disaggregates net product revenue by product for the three and six months ended June 30, 2025 and 2024:

Three Months Ended Six Months Ended

June 30, June 30,

The following table disaggregates net product revenue by product for the three and nine months ended September 30, 2025 and 2024:

Three Months Ended Nine Months Ended

September 30, September 30,

2025 2024 2025 2024

7 unchanged sentences

Total product revenue – net 1,395,013 993,447 3,805,619 2,661,511

The following table presents the roll-forward of accrued revenue rebates and returns for the six months ended June 30, 2025 and 2024:

The following table presents the roll-forward of accrued revenue rebates and returns for the nine months ended September 30, 2025 and 2024:

Rebates, Returns and Other Deductions Contra AR Accruals Total

2 unchanged sentences

Payments ( 310,732 ) ( 564,676 ) ( 875,408 )

Balance at June 30, 2025 297,317 52,839 350,156

Balance at September 30, 2025 382,777 51,088 433,865

Balance at December 31, 2023 139,936 30,435 170,371

1 unchanged sentence

Payments ( 267,034 ) ( 350,055 ) ( 617,089 )

Balance at June 30, 2024 173,263 42,361 215,624

Balance at September 30, 2024 213,747 35,232 248,979

Earnings (Loss) Per Share/ADS

The following table reconciles the numerator and denominator in the computations of earnings (loss) per share/ADS:

Three Months Ended Six Months Ended

June 30, June 30,

Three Months Ended Nine Months Ended

September 30, September 30,

2025 2024 2025 2024

10 unchanged sentences

Diluted 1.09 ( 1.15 ) 1.96 ( 4.71 )

For the three and six months ended June 30, 2025, diluted earnings per share was computed using the weighted-average number of ordinary shares and the effect of potentially dilutive shares outstanding during the periods.

For the three and nine months ended September 30, 2025, diluted earnings per share was computed using the weighted-average number of ordinary shares and the effect of potentially dilutive shares outstanding during the periods.

Potentially dilutive shares consist of stock options, restricted stock units and ESPP shares.

The dilutive effect of outstanding stock options, restricted stock units and ESPP shares is reflected in diluted net earnings per share using the treasury stock method.

For the three and six months ended June 30, 2024, the Company was in a net loss position and the effects of all share options, restricted share units and ESPP shares were excluded from the calculation of diluted loss per share, as their effect would have been anti-dilutive.

For the three and nine months ended September 30, 2024, the Company was in a net loss position and the effects of all share options, restricted share units and ESPP shares were excluded from the calculation of diluted loss per share, as their effect would have been anti-dilutive.

Each ADS represents 13 ordinary shares.

2 unchanged sentences

Share Option, Restricted Share Units and Performance Share Units

During the six months ended June 30, 2025, the Company granted options for 2,527,499 ordinary shares, restricted share units for 26,510,263 ordinary shares, and performance share units for 1,837,901 ordinary shares under the Company’s share option and incentive plan.

As of June 30, 2025, options, restricted share units, and performance share units for ordinary shares outstanding totaled 56,870,418 , 82,357,691 , and 3,896,477 , respectively.

As of June 30, 2025, share-based awards to acquire 58,818,941 ordinary shares were available for future grant under the Company’s share option and incentive plan.

During the nine months ended September 30, 2025, the Company granted options for 2,527,499 ordinary shares, restricted share units for 27,902,628 ordinary shares, and performance share units for 1,876,056 ordinary shares under the Company’s share option and incentive plan.

As of September 30, 2025, options, restricted share units, and performance share units for ordinary shares outstanding totaled 50,032,205 , 78,985,556 , and 3,934,632 , respectively.

As of September 30, 2025, share-based awards to acquire 59,929,336 ordinary shares were available for future grant under the Company’s share option and incentive plan.

Employee Share Purchase Plan

1 unchanged sentence

Eligible employees are able to authorize payroll deductions of up to 10 % of their eligible earnings, subject to applicable limitations.

As of June 30, 2025, 3,998,286 ordinary shares were available for future issuance under the ESPP.

As of September 30, 2025, 3,179,780 ordinary shares were available for future issuance under the ESPP.

The following table summarizes the shares issued under the ESPP:

2 unchanged sentences

Issuance Date ADS Ordinary ADS Ordinary Proceeds

August 31, 2025 818,506 $ 245.53 $ 18.89 $ 208.70 $ 16.05 $ 13,140

February 28, 2025 955,396 $ 188.26 $ 14.48 $ 160.02 $ 12.31 $ 11,760

4 unchanged sentences

Share-Based Compensation Expense

The following table summarizes total share-based compensation expense recognized for the three and six months ended June 30, 2025 and 2024:

Three Months Ended Six Months Ended

June 30, June 30,

The following table summarizes total share-based compensation expense recognized for the three and nine months ended September 30, 2025 and 2024:

Three Months Ended Nine Months Ended

September 30, September 30,

2025 2024 2025 2024

11 unchanged sentences

Net-current period other comprehensive income 47,046 685 47,731

Balance as of June 30, 2025 ( 100,564 ) ( 13,134 ) ( 113,698 )

Balance as of September 30, 2025 ( 88,506 ) ( 12,751 ) ( 101,257 )

Restricted Net Assets

8 unchanged sentences

Foreign exchange and other regulations in the PRC may further restrict the Company’s PRC subsidiaries from transferring funds to the Company in the form of dividends, loans and advances.

As of June 30, 2025 and December 31, 2024, amounts restricted were the net assets of the Company’s PRC subsidiaries, which, after intercompany eliminations, amounted to $ 1,915,949 and $ 1,709,961 , respectively .

As of September 30, 2025 and December 31, 2024, amounts restricted were the net assets of the Company’s PRC subsidiaries, which, after intercompany eliminations, amounted to $ 1,915,887 and $ 1,709,961 , respectively.

Commitments and Contingencies

Purchase Commitments

As of June 30, 2025, the Company had non-cancellable purchase commitments amounting to $ 130,087 , of which $ 32,591 related to minimum purchase requirements for supply purchased from contract manufacturing organizations and $ 97,496 related to binding purchase obligations of inventory from Amgen.

As of September 30, 2025, the Company had non-cancellable purchase commitments amounting to $ 175,115 , of which $ 24,921 related to non-utilization fees and minimum purchase requirements for supply purchased from contract manufacturers and $ 150,194 related to binding purchase obligations of inventory from Amgen.

The Company does not have any minimum purchase requirements for inventory from Amgen.

Capital Commitments

The Company had capital commitments amounting to $ 62,029 for the acquisition of property, plant and equipment as of June 30, 2025, related to various facilities across the globe, including the manufacturing and clinical R&D campus in Hopewell, New Jersey.

The Company had capital commitments amounting to $ 52,061 for the acquisition of property, plant and equipment as of September 30, 2025, related to various facilities across the globe, including the manufacturing and clinical R&D facility in Hopewell, New Jersey.

Co-Development Funding Commitment

Under the Amgen Collaboration Agreement, the Company is responsible for co-funding global development costs for the Amgen oncology pipeline assets up to a total cap of $ 1,250,000 .

Under the Amgen Collaboration Agreement, the Company is responsible for co-funding global development costs for the Amgen oncology pipeline assets up to a total cap of $ 1.25 billion.

The Company is funding its portion of the co-development costs by contributing cash and/or development services.

As of June 30, 2025, the Company’s remaining co-development funding commitment was $ 242,916 .

As of September 30, 2025, the Company’s remaining co-development funding commitment was $ 183,592 .

Funding Commitment

The Company had committed capital related to equity investments in the amount of $ 15,891 .

As of June 30, 2025, the remaining capital commitment was $ 6,740 and is expected to be paid from time to time over the investment period.

As of September 30, 2025, the remaining capital commitment was $ 5,991 and is expected to be paid from time to time over the investment period.

Segment and Geographic Information

4 unchanged sentences

Significant segment expenses reviewed by the CODM on a regular basis included within net income (loss) include cost of product sales, research and development expenses and selling, general and administrative expenses which are separately presented on the Company’s consolidated statements of operations.

Other segment items within net income (loss) include interest income, net, other income (expense), net and income tax expense.

Other segment items within net income (loss) include interest income, net, other (expense) income, net and income tax expense.

The Company’s long-lived assets are primarily located in the U.S.

Net product revenues by geographic area are based upon the location of the customer, and net collaboration revenue is recorded in the jurisdiction in which the related income is expected to be sourced from.

Net product revenues by geographic area are based upon the location of the customer, and other revenue is recorded in the jurisdiction in which the related income is expected to be sourced from.

Total revenues by geographic area are presented as follows:

Three Months Ended Six Months Ended

June 30, June 30,

Three Months Ended Nine Months Ended

September 30, September 30,

2025 2024 2025 2024

1 unchanged sentence

Product revenue 742,687 503,745 1,991,430 1,334,566

Collaboration revenue 9,032 2,065 12,895 2,065

Other revenue 12,169 1,717 25,064 3,782

China - total revenue 439,885 375,993 1,272,401 1,048,439

Product revenue 434,783 370,295 1,259,947 1,033,069

Collaboration revenue 4,122 4,958 7,352 9,672

Other revenue 5,102 5,698 12,454 15,370

Europe - total revenue 166,576 98,265 437,514 247,514

Product revenue 166,576 97,528 435,788 245,760

Collaboration revenue 70 997 1,726 1,017

Other revenue — 737 1,726 1,754

Rest of world - total revenue 50,967 21,879 118,454 48,116

2 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