What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-02-26 compared with 2025-02-27 · 704 added, 503 removed, 1146 unchanged (51% of the section changed)

Financial Statements and Supplementary Data

BEIGENE, LTD.

BEONE MEDICINES LTD.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

2 unchanged sentences

Consolidated balance sheets as of December 31, 202 5 and 202 4

Consolidated statements of comprehensive loss for the years ended December 31, 202 4 , 202 3 and 202 2

Consolidated statements of comprehensive income ( loss ) for the years ended December 31, 202 5 , 202 4 and 202 3

Consolidated statements of cash flows for the years ended December 31, 202 5 , 202 4 and 202 3

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Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of BeiGene, Ltd.

To the Shareholders and the Board of Directors of BeOne Medicines Ltd.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of BeiGene, Ltd.

(the Company) as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive loss, shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”).

We have audited the accompanying consolidated balance sheets of BeOne Medicines Ltd.

(the Company) as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income (loss), shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with U.S.

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

Product Revenue, Net

Description of the Matter At December 31, 2024, the Company recorded $286.3 million of accrued sales chargebacks, rebates, returns and other deductions.

Gross-to-Net U.S.

Accruals for Sales Chargebacks and Third-Party Managed Rebates

Description of the Matter At December 31, 2025, the Company recorded $79.1 million of contra AR accruals and $398.5 million of accrued rebates, returns and other deductions.

As discussed in Note 2 to the consolidated financial statements under the caption “Revenue Recognition,” the Company recognizes revenue when the transfer of control of goods or services to the customer is completed.

To determine the appropriate transaction price at the time revenue is recognized, the Company estimates variable consideration related to rebates, chargebacks, trade discounts and allowances, and other incentives that will ultimately be due to the customer and others in the distribution channel under the terms of their contracts.

Where appropriate, these estimates take into consideration, among other items, the Company’s historical experience, current contractual and statutory requirements, channel inventory levels, and forecasted customer buying and payment patterns.

The Company recognizes revenue related to variable consideration to the extent it is probable that a significant revenue reversal will not occur and estimates variable consideration from rebates, chargebacks, trade discounts and allowances, and other incentives using the expected value method.

Auditing the Company’s accrued revenue rebates in the United States is challenging due to the extent of effort required to audit the significant number of United States-based rebate programs, as the terms vary by program and by customer.

Additionally, due to the volume of rebates and third-party processes and the timing of invoicing received from vendors, the actual amounts incurred for all programs are not known at the time the financial statements are filed.

How We Addressed the Matter in Our Audit We evaluated and tested the design and operating effectiveness of internal controls over the Company’s process used in determining the measurement and completeness of accrued revenue rebates in the United States.

This included testing controls over management’s review of contractual rebates and other inputs used in the estimation of accrued revenue rebates in the United States, including but not limited to the Company’s historical results, current contractual and statutory requirements, channel inventory levels, and forecasted customer buying and payment patterns.

To determine the appropriate transaction price at the time revenue is recognized, the Company estimates variable consideration related to sales chargebacks and rebates that will ultimately be due to the customer and others in the distribution channel under the terms of their contracts.

Where appropriate, these estimates take into consideration, among other items, the Company’s historical experience, current contractual and statutory requirements, and channel inventory levels.

The Company recognizes revenue related to variable consideration to the extent it is probable that a significant revenue reversal will not occur and estimates variable consideration from sales chargebacks and rebates using the expected value method.

Auditing the Company’s United States accrued sales chargebacks and rebates owed pursuant to definitive contractual agreements or legal requirements with distributors, private (Managed Care and Group Purchasing Organizations) and public (Medicaid, Tricare, and Manufacturer’s Discounts) benefit providers was challenging due to the extent of effort required to audit the significant number of sales chargeback and rebate programs, as the terms vary by distributor and program and by benefit provider.

Additionally, due to the volume of sales chargebacks and rebates, third-party processing and the timing of invoicing received from distributors and benefit providers, the actual amounts incurred for all distributors and benefit providers are not known at the time the financial statements are issued.

This included testing controls over management’s review of contractual sales chargebacks and rebates and other inputs used in the estimation of accrued sales chargebacks and rebates in the United States, including but not limited to the Company’s historical results, current contractual and statutory requirements, channel inventory levels, and projected subsequent period invoicing.

We tested controls over management’s review of contractual terms, and total invoicing to date, as well as controls to ensure that the data used to evaluate and support the significant assumptions were complete, accurate, and, where applicable, verified to external data sources.

To test the accrued revenue rebates in the United States, our audit procedures included, among others, testing the accuracy and completeness of the underlying data used in determining the accrued revenue rebates and evaluating the assumptions and inputs used by management.

To evaluate the measurement and completeness of the accrual, we performed analytical procedures in combination with confirmations of a sample of the inventory remaining in the distribution channel at period end.

We assessed the historical accuracy of management’s accrued revenue rebates estimates by comparing prior period accrued revenue rebates to the amount of actual payments made in subsequent periods.

To test the accrued sales chargebacks and rebates in the United States, our audit procedures included, among others, testing the accuracy and completeness of the underlying data used in determining the accrued sales chargebacks and rebates and evaluating the assumptions and inputs used by management.

To evaluate the measurement and completeness of the accruals, we performed analytical procedures in combination with confirmations of a sample of the inventory remaining in the distribution channel at period end.

We assessed the historical accuracy of management’s accrued sales chargebacks and rebates estimates by comparing prior period accrued sales chargebacks and rebates to the amount of actual payments made in subsequent periods.

We examined terms and conditions for a sample of contracts with the Company’s customers and others in the distribution channel, tested a sample of credits issued and payments made throughout the year, and agreed rates to underlying contract terms.

We performed independent calculations of the revenue rebate accruals using actual rebate invoicing and executed third-party contracts and assessed forecasted customer buying and payment patterns based on historical trends.

We independently calculated the sales chargeback and rebate accruals using actual invoicing, executed third party contracts, current period expense activity, and projected subsequent period invoicing.

Finally, we assessed subsequent events and subsequent period invoicing to determine whether there was any new information that would require adjustment to the accruals.

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Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of BeiGene, Ltd.

To the Shareholders and the Board of Directors of BeOne Medicines Ltd.

Opinion on Internal Control Over Financial Reporting

We have audited BeiGene, Ltd.’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, BeiGene, Ltd.

We have audited BeOne Medicines Ltd.’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, BeOne Medicines Ltd.

(the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive loss, shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and our report dated February 27, 2025 expressed an unqualified opinion thereon .

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income (loss), shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes and our report dated February 26, 2026 expressed an unqualified opinion thereon.

Basis for Opinion

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February 26, 2026

BEIGENE, LTD.

BEONE MEDICINES LTD.

CONSOLIDATED STATEMENTS OF OPERATIONS

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Product revenue, net 13 5,282,061 3,779,546 2,189,852

Collaboration revenue 3 30,695 268,927 161,309

Other revenue 3 60,972 30,695 268,927

Total revenues 5,343,033 3,810,241 2,458,779

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Total operating expenses 4,227,357 3,784,351 3,286,595

Loss from operations ( 568,199 ) ( 1,207,736 ) ( 1,789,665 )

Interest income, net 47,836 74,009 52,480

Income (loss) from operations 447,136 ( 568,199 ) ( 1,207,736 )

Interest income 70,505 69,641 78,373

Interest expense ( 58,234 ) ( 21,805 ) ( 4,364 )

Other (expense) income, net 6 ( 42,553 ) ( 12,638 ) 307,891

Loss before income taxes ( 533,001 ) ( 825,836 ) ( 1,961,037 )

Income (loss) before income taxes 416,854 ( 533,001 ) ( 825,836 )

Income tax expense 10 129,921 111,785 55,872

Net loss ( 644,786 ) ( 881,708 ) ( 2,003,815 )

Net loss per share 14 ( 0.47 ) ( 0.65 ) ( 1.49 )

Weighted-average shares outstanding—basic and diluted 14 1,368,746,793 1,357,034,547 1,340,729,572

Net loss per American Depositary Share (“ADS”) ( 6.12 ) ( 8.45 ) ( 19.43 )

Weighted-average ADSs outstanding—basic and diluted 105,288,215 104,387,273 103,133,044

Net income (loss) 286,933 ( 644,786 ) ( 881,708 )

Earnings (loss) per share

Basic 14 0.20 ( 0.47 ) ( 0.65 )

Diluted 14 0.19 ( 0.47 ) ( 0.65 )

Weighted-average shares outstanding—basic 1,417,803,727 1,368,746,793 1,357,034,547

Weighted-average shares outstanding—diluted 1,474,829,908 1,368,746,793 1,357,034,547

Earnings (loss) per American Depositary Share (“ADS”)

Basic 14 2.63 ( 6.12 ) ( 8.45 )

Diluted 14 2.53 ( 6.12 ) ( 8.45 )

Weighted-average ADSs outstanding—basic 109,061,825 105,288,215 104,387,273

Weighted-average ADSs outstanding—diluted 113,448,454 105,288,215 104,387,273

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

BEIGENE, LTD.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

BEONE MEDICINES LTD.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Amounts in thousands of U.S.

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Note 2025 2024 2023

Net loss ( 644,786 ) ( 881,708 ) ( 2,003,815 )

Other comprehensive (loss) income, net of tax of nil:

Net income (loss) 286,933 ( 644,786 ) ( 881,708 )

Other comprehensive income (loss), net of tax of nil:

Foreign currency translation adjustments 16 69,300 ( 47,565 ) ( 25,464 )

Pension liability adjustments, net 19 ( 1,942 ) ( 5,611 ) 365

Unrealized holding (loss) gain, net 16 ( 35 ) 9,046 ( 5,311 )

Comprehensive loss ( 694,328 ) ( 903,737 ) ( 2,099,182 )

Other adjustments 16 1,504 ( 1,977 ) 3,435

Comprehensive income (loss) 357,737 ( 694,328 ) ( 903,737 )

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

BEIGENE, LTD.

BEONE MEDICINES LTD.

CONSOLIDATED BALANCE SHEETS

22 unchanged sentences

Research and development cost share liability, current portion 3 64,345 111,154

Sale of future royalty liability, current portion 4 56,714 —

Short-term debt 12 57,293 851,529

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Long-term debt 12 961,913 166,484

Sale of future royalty liability, non-current portion 4 850,242 —

Operating lease liabilities, non-current portion 7 52,940 44,277

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Ordinary shares, $ 0.0001 par value per share;

9,500,000,000 shares authorized;

1,387,367,704 and 1,359,513,224 shares issued and outstanding as of December 31, 2024 and 2023, respectively

1,540,975,898 and 1,387,367,704 shares issued and 1,441,075,618 and 1,387,367,704 shares outstanding as of December 31, 2025 and 2024, respectively

Additional paid-in capital 12,759,137 12,087,908

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

BEIGENE, LTD.

BEONE MEDICINES LTD.

CONSOLIDATED STATEMENTS OF CASH FLOWS

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Cash flows from operating activities:

Net loss ( 644,786 ) ( 881,708 ) ( 2,003,815 )

Adjustments to reconcile net loss to net cash used in operating activities:

Net income (loss) 286,933 ( 644,786 ) ( 881,708 )

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

Depreciation and amortization expense 141,686 171,762 87,675

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Amortization of research and development cost share liability 3 ( 101,095 ) ( 73,226 ) ( 55,294 )

Unrealized losses on long-term investments 5 24,022 16,221 21,996

Impairment of equity investments 75,626 6,838 7,529

Loss on long-term investments 6 596 17,184 8,692

Non-cash interest expense 14,872 — —

Deferred income tax expense 9,469 25,983 689

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Other liabilities 18,968 ( 14,838 ) 587

Net cash used in operating activities ( 140,631 ) ( 1,157,453 ) ( 1,496,619 )

Net cash provided by (used in) operating activities 1,127,580 ( 140,631 ) ( 1,157,453 )

Cash flows from investing activities:

Purchases of property and equipment ( 185,839 ) ( 492,663 ) ( 561,896 )

Proceeds from sale or maturity of short-term investments 2,655 673,240 1,563,618

Purchase of in-process research and development ( 60,691 ) ( 31,800 ) ( 15,000 )

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Purchase of long-term investments 6 ( 11,834 ) ( 19,006 ) ( 14,900 )

Proceeds from sale or maturity of short-term investments 3,446 2,655 673,240

Other investing activities ( 1,237 ) ( 2,862 ) ( 2,075 )

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Cash flows from financing activities:

Proceeds from sale of future royalties 4 911,000 — —

Proceeds from long-term loan 12 850,586 9,053 22,502

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Repayment of short-term loans 12 ( 1,044,781 ) ( 704,216 ) ( 309,576 )

Payments of debt issuance costs 12 ( 23,392 ) — —

Payments of withholding taxes from share-based awards ( 24,195 ) — —

Proceeds from option exercises and employee share purchase plan 196,281 45,373 55,712

Repayment of sale of future royalties liability 4 ( 4,044 ) — —

Other financing activities — 3,000 —

Net cash provided by (used in) financing activities 193,449 416,478 ( 18,971 )

Net cash provided by financing activities 1,059,451 193,449 416,478

Effect of foreign exchange rate changes, net 60,024 ( 51,705 ) ( 8,082 )

Net decrease in cash, cash equivalents, and restricted cash ( 547,237 ) ( 689,053 ) ( 507,850 )

Net increase (decrease) in cash, cash equivalents, and restricted cash 1,970,900 ( 547,237 ) ( 689,053 )

Cash, cash equivalents, and restricted cash, beginning of year 2,638,747 3,185,984 3,875,037

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Long-term restricted cash 20,833 2,025 2,711

Income taxes paid 69,430 56,003 29,500

Interest paid 52,452 51,175 19,753

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

BEIGENE, LTD.

BEONE MEDICINES LTD.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

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

Ordinary Shares Additional

Ordinary Shares Issued Effect of Redomiciliation 1

Total Outstanding Shares Ordinary Shares Issued Additional

Capital Accumulated

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Deficit Total

Shares Amount

Balance at December 31, 2021 1,334,804,281 133 11,191,007 17,950 ( 5,076,527 ) 6,132,563

Cost from issuance of ordinary shares — — ( 152 ) — — ( 152 )

Issuance of shares reserved for share option exercises 1,375,621 — — — — —

Exercise of options, ESPP and release of RSUs 19,960,278 2 46,962 — — 46,964

Share-based compensation — — 303,162 — — 303,162

Other comprehensive loss — — — ( 95,367 ) — ( 95,367 )

Net loss — — — — ( 2,003,815 ) ( 2,003,815 )

Shares $ $ $ $ $

Balance at December 31, 2022 1,356,140,180 — 1,356,140,180 135 11,540,979 ( 77,417 ) ( 7,080,342 ) 4,383,355

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Balance at December 31, 2024 1,387,367,704 — 1,387,367,704 138 12,087,908 ( 148,988 ) ( 8,606,836 ) 3,332,222

Issuance of shares reserved for share option exercises 109,709,434 ( 112,772,594 ) ( 3,063,160 ) — — — — —

Exercise of options, ESPP and release of RSUs 43,898,760 12,872,314 56,771,074 6 195,895 — — 195,901

Share-based compensation — — — — 510,857 — — 510,857

Withholding taxes from share-based awards — — — — ( 35,523 ) — — ( 35,523 )

Other comprehensive income — — — — — 70,804 — 70,804

Net income — — — — — — 286,933 286,933

Balance at December 31, 2025 1,540,975,898 ( 99,900,280 ) 1,441,075,618 144 12,759,137 ( 78,184 ) ( 8,319,903 ) 4,361,194

Upon effectiveness of the Continuation, 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 Continuation 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.

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

BEIGENE, LTD.

BEONE MEDICINES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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Description of Business

BeiGene, Ltd.

(the “Company”, “BeiGene”, “it”, “its”) is a leading global oncology company discovering and developing innovative treatments that are more accessible and affordable to cancer patients worldwide.

In 2024, the Company generated total global revenue of approximately $ 3.8 billion, increasing revenue by approximately $ 1.4 billion from the prior year, while reducing its operating loss from the prior year by approximately $ 0.6 billion.

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

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

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

Effective May 27, 2025, the Company changed its jurisdiction of incorporation from the Cayman Islands to Switzerland through a transaction known as a continuation under Section 206 of the Companies Act (as amended) of the Cayman Islands and Article 161 of the Swiss Federal Act on Private International Law (such transaction, the “Continuation”), The Continuation 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 Continuation, ordinary shares held by the Company or one of its controlled subsidiaries immediately prior to the effective date of the Continuation 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 following the Continuation.

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

Summary of Significant Accounting Policies

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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 accounting units 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, 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.

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, 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, estimates related to research and development accruals, estimates related to the sale of future royalty liability and the fair value of financial instruments.

Actual results could differ from these estimates.

BEONE MEDICINES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023

(Amounts in thousands of U.S.

Dollar (“$”) and Renminbi (“RMB”),

except for number of shares and per share data)

Functional Currency and Foreign Currency Translation

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Translation differences are recorded in accumulated other comprehensive loss, a component of shareholders’ equity.

BEIGENE, LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2024, 2023 AND 2022

(Amounts in thousands of U.S.

Dollar (“$”) and Renminbi (“RMB”),

except for number of shares and per share data)

Cash, Cash Equivalents and Restricted Cash

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Restricted cash

Restricted cash primarily consists of RMB-denominated cash deposits pledged in designated bank accounts as collateral for bank loans and letters of credit.

Restricted cash primarily consists of RMB-denominated cash deposits pledged 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.

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Accounts receivable are written off after all collection efforts have ceased.

BEONE MEDICINES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023

(Amounts in thousands of U.S.

Dollar (“$”) and Renminbi (“RMB”),

except for number of shares and per share data)

Prior to the regulatory approval of product candidates, the Company may incur costs for the manufacture of drug product to support the commercial launch of those products.

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If actual market conditions are less favorable than projected by management, additional write-downs of inventory may be required, which would be recorded in the consolidated statements of operations.

The Company’s investments consist of available-for-sale debt securities, convertible note instruments, public equity securities with readily determinable fair values, private equity securities without readily determinable fair values, and equity-method investments.

The Company’s investments consist of convertible note instruments, public equity securities with readily determinable fair values, private equity securities without readily determinable fair values, and equity-method investments.

The classification of an investment is determined based on the nature of the investment, the Company’s ability and intent to hold the investment, and the degree to which the Company may exercise influence over the investee.

• Available-for-sale debt securities are stated at fair value, with the unrealized gains and losses, net of tax, reported in other comprehensive loss.

The net carrying value of debt securities classified as available-for-sale is adjusted for amortization of premiums and accretion of discounts to maturity.

Such amortization is computed using the effective interest method and included in interest income.

Interest and dividends are included in interest income.

Available-for-sale debt securities with original maturities greater than three months at the date of purchase and less than one year from the date of the balance sheet are classified as short-term.

Available-for-sale debt securities with maturities beyond one year may be classified as short-term marketable securities due to their highly liquid nature and because they represent the Company’s investments that are available for current operations.

BEIGENE, LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2024, 2023 AND 2022

(Amounts in thousands of U.S.

Dollar (“$”) and Renminbi (“RMB”),

except for number of shares and per share data)

• Convertible note instruments are recorded using the fair value option method of accounting.

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Realized gains or losses on sales of investments are determined based on the specific identification method.

The Company regularly evaluates its investments in debt and equity for impairment.

The Company recognizes an allowance on available-for-sale debt securities when a portion of the unrealized loss is attributable to a credit loss and a corresponding credit loss in net income.

No allowance for credit losses were recorded for any periods presented.

The Company recognized an impairment loss of $ 7,635 and $ 7,529 related to its investments in equity during the years ended December 31, 2024 and 2023, respectively.

No impairment losses on equity investments were recorded for the year ended December 31, 2022.

The Company regularly evaluates its investments for impairment.

The Company recognized impairment losses from observable price changes in orderly transactions for a similar investment of $ 75,626 , $ 7,635 and $ 7,529 related to its investments in equity during the years ended December 31, 2025, 2024 and 2023, respectively.

BEONE MEDICINES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023

(Amounts in thousands of U.S.

Dollar (“$”) and Renminbi (“RMB”),

except for number of shares and per share data)

Property, Plant and Equipment

1 unchanged sentence

Property, plant and equipment, other than land and construction in progress, are depreciated using the straight-line method over the estimated useful lives of the respective assets as follows:

Building 20 years

Building 20 to 30 years

Manufacturing equipment 3 to 10 years

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The Company periodically evaluates whether events and circumstances have occurred that indicate the estimated useful lives of its long-lived assets may require reassessment.

BEIGENE, LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2024, 2023 AND 2022

(Amounts in thousands of U.S.

Dollar (“$”) and Renminbi (“RMB”),

except for number of shares and per share data)

The Company applies ASC, Topic 842, Leases (“ASC 842”) to account for its leases.

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ROU assets and lease liabilities are calculated as the present value of the lease payments not yet paid.

Variable lease payments not dependent on an index or rate are excluded from the ROU asset and lease liability calculations and are recognized in expense in the period which the obligation for those payments is incurred.

Variable lease payments not dependent on an index or rate are excluded from the ROU asset and lease liability calculations and are recognized in expense in the period in which the obligation for those payments is incurred.

As the rate implicit in the Company’s leases is not typically readily available, the Company uses an incremental borrowing rate based on the information available at the lease commencement date in determining the present value of lease payments.

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As of December 31, 2025, the Company held land use rights in the following regions:

BEONE MEDICINES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023

(Amounts in thousands of U.S.

Dollar (“$”) and Renminbi (“RMB”),

except for number of shares and per share data)

Guangzhou 50 years

8 unchanged sentences

and trading licenses that are amortized over the initial license term.

BEIGENE, LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2024, 2023 AND 2022

(Amounts in thousands of U.S.

Dollar (“$”) and Renminbi (“RMB”),

except for number of shares and per share data)

Intangible assets with finite useful lives are tested for impairment when events or circumstances occur that could indicate that the carrying amount of an asset may not be recoverable.

2 unchanged sentences

Fair value is generally determined by discounting the cash flows expected to be generated by the assets, when the market prices are not readily available.

For the years ended December 31, 2024, 2023 and 2022, the Company determined that there were no indicators of impairment of its other intangible assets.

For the years ended December 31, 2025, 2024 and 2023, the Company determined that there were no indicators of impairment of its intangible assets.

Impairment of Long-Lived Assets

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The cost approach is based on the amount that would currently be required to replace an asset.

BEIGENE, LTD.

BEONE MEDICINES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

10 unchanged sentences

Money market funds 2,384,656 — —

Prepaid expenses and other current assets:

Convertible debt instrument — — 618

Other non-current assets:

1 unchanged sentence

Convertible debt instrument — — 6,135

Other 1,271 — —

Total 2,385,927 2 6,135

5 unchanged sentences

Prepaid expenses and other current assets:

Treasury securities 2,600 — —

Convertible debt instrument — — 618

4 unchanged sentences

The Company’s cash equivalents are highly liquid investments with original maturities of 3 months or less.

The Company’s investments in U.S.

Treasury securities are classified as available-for-sale debt securities.

The Company determines the fair value of cash equivalents and available-for-sale debt securities using a market approach based on quoted prices in active markets.

The Company’s equity securities carried at fair value consist of holdings in common stock and warrants to purchase additional shares of common stock of Leap Therapeutics, Inc.

(“Leap”), a publicly-traded biotechnology company.

The common stock investment is measured and carried at fair value and classified as a Level 1 investment.

The Company determines the fair value of cash equivalents using a market approach based on quoted prices in active markets.

The Company’s equity securities carried at fair value consisted of holdings in common stock and warrants to purchase additional shares of common stock of a publicly-traded biotechnology company.

The common stock investment was measured and carried at fair value and classified as a Level 1 investment.

The warrants to purchase additional shares of common stock are measured using the Black-Scholes option-pricing valuation model and classified as a Level 2 investment.

In 2025, the Company sold its common stock holdings.

Refer to Note 6, Investments for details of the determination of the carrying amount of private equity investments without readily determinable fair values and equity method investments.

2 unchanged sentences

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 losses on fair value adjustments of $ 4,842 and $ 1,492 for the years ended December 31, 2024 and 2023, respectively.

There was no fair value adjustment during the year ended December 31, 2022.

BEIGENE, LTD.

The Company recorded gain on fair value adjustments of $ 1,368 for the year ended December 31, 2025 and losses on fair value adjustments of $ 4,842 and $ 1,492 for the years ended December 31, 2024 and 2023, respectively.

There were no transfers of instruments between levels of valuation categories during the years ended December 31, 2025 and 2024.

BEONE MEDICINES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

3 unchanged sentences

except for number of shares and per share data)

There were no transfers of instruments between levels of valuation categories during the years ended December 31, 2024 and 2023.

As of December 31, 2024 and 2023, the Company held time deposits of nil and $ 42,852 , respectively, that were classified as cash equivalents.

As of December 31, 2025 and 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.

30 unchanged sentences

If actual results in the future vary from the Company’s estimates, the Company will adjust these estimates, which would affect net product revenue and earnings in the period such variances become known.

BEIGENE, LTD.

BEONE MEDICINES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

4 unchanged sentences

Estimates for variable consideration for which reserves are established at the time of sale include government and commercial rebates, provisions for acceptance of National Reimbursement Drug List (“NRDL”) pricing in the PRC, chargebacks, trade discounts and allowances, sales returns allowances and other incentives that are offered within contracts between the Company and its customers, health care providers and other indirect customers.

Where appropriate, these estimates take into consideration a range of possible outcomes that are probability-weighted for relevant factors such as the Company's historical experience, current contractual and statutory requirements, channel inventory levels, specific known market events and trends, industry data and forecasted customer buying and payment patterns.

Where appropriate, these estimates take into consideration relevant factors such as the Company's historical experience, current contractual and statutory requirements, channel inventory levels, specific known market events and trends, industry data and forecasted customer buying and payment patterns.

The Company bases its sales returns allowance on estimated distributor inventories, customer demand as reported by third-party sources, and actual returns history, as well as other factors, as appropriate.

21 unchanged sentences

The portion of a transaction price allocated to research and development services performance obligations is deferred and recognized as collaboration revenue over time as delivery or performance of such services occurs.

BEIGENE, LTD.

BEONE MEDICINES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

29 unchanged sentences

During the years ended December 31, 2025, 2024 and 2023, the Company recognized other income of $ 22,718 , $ 22,326 , and $ 23,989 , respectively, for government grants received after the related expenses have been incurred.

BEIGENE, LTD.

BEONE MEDICINES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

3 unchanged sentences

except for number of shares and per share data)

In the event government grants or incentives involve continuing performance obligations, the Company will capitalize the payment as a liability and recognize the same financial statement caption as the performance obligation relates over the performance period.

In the event government grants or incentives involve continuing performance obligations, the Company will recognize the payment as a liability and amortize it within the same financial statement caption as the performance obligation relates over the performance period.

The Company received government assistance in the form of cash primarily to support the Guangzhou manufacturing facility build-out and research and development programs.

4 unchanged sentences

As of December 31, 2025 and 2024, other long-term liabilities related to research and development programs totaled $ 79 and $ 89 , respectively.

For the years ended December 31, 2022, the Company recognized other income of $ 1,664 upon the completion of a designated research and development program.

No income was recognized during the years ended December 31, 2024 and 2023 related to grants received for research and development programs.

Comprehensive Loss

Comprehensive loss is defined as the changes in equity of the Company during a period from transactions and other events and circumstances excluding transactions resulting from investments by owners and distributions to owners.

Among other disclosures, ASC 220, Comprehensive Income , requires that all items that are required to be recognized under current accounting standards as components of comprehensive loss be reported in a financial statement that is displayed with the same prominence as other financial statements.

For each of the periods presented, the Company’s comprehensive loss includes net loss, foreign currency translation adjustments, pension liability adjustments and unrealized holding gains/losses associated with the available-for-sale debt securities, and is presented in the consolidated statements of comprehensive loss.

No income was recognized during the three years ended December 31, 2025 related to grants received for research and development programs.

Comprehensive Income (Loss)

Comprehensive income (loss) is defined as the changes in equity of the Company during a period from transactions and other events and circumstances excluding transactions resulting from investments by owners and distributions to owners.

Among other disclosures, ASC 220, Comprehensive Income , requires that all items that are required to be recognized under current accounting standards as components of comprehensive income (loss) be reported in a financial statement that is displayed with the same prominence as other financial statements.

For each of the periods presented, the Company’s comprehensive income (loss) includes net income (loss), foreign currency translation adjustments and pension liability adjustments, and is presented in the consolidated statements of comprehensive income (loss).

Share-Based Compensation

13 unchanged sentences

The Company, with the assistance of an independent third-party valuation firm, determined the estimated fair value of the stock options granted to employees using the binomial option pricing model.

BEIGENE, LTD.

BEONE MEDICINES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

15 unchanged sentences

If the fair value of the modified award is lower than the fair value of the original award immediately before modification, the minimum compensation cost the Company recognizes is the cost of the original award.

Sale of Future Royalty Liability

The Company records upfront payments received from the sale of future royalties as a liability.

Royalty payments made to the purchaser are recorded as a reduction of the liability or accrued interest.

The Company accounts for the associated interest expense under the effective interest rate method, while continuing to recognize the full amount of royalty revenue in the period in which the counterparty sells the related product and recognizes the related revenue.

The Company calculates the liability related to the sale of future royalties, effective interest rate and the related interest expense using the current estimate of anticipated future royalty payments under the arrangement, which is periodically reassessed based on internal projections of future royalty revenues and information from partners who are responsible for commercializing the medicines.

If there is a material change in the estimate, the Company will prospectively adjust the effective interest rate and the related interest expense.

The Company uses the liability method of accounting for income taxes.

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It is the Company’s policy to recognize interest and penalties related to unrecognized tax benefits, if any, as a component of income tax expense.

Loss Per Share

Basic loss per share is calculated in accordance with ASC 260, Earnings per Share .

Basic loss per ordinary share is computed by dividing net loss attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period using the two-class method.

Under the two-class method, net income is allocated between ordinary shares and participating securities based on dividends declared (or accumulated) and participating rights in undistributed earnings as if all the earnings for the reporting period had been distributed.

Diluted loss per share, when required, is calculated by dividing net loss attributable to ordinary shareholders as adjusted for the effect of dilutive ordinary equivalent shares, if any, by the weighted average number of ordinary and dilutive ordinary equivalent shares outstanding during the period.

Ordinary equivalent shares consist of the ordinary shares issuable upon the conversion of the Company’s convertible preferred shares, if any, using the if-converted method, and ordinary shares issuable upon the conversion of the share options, and unvested restricted shares units and performance-based restricted shares units (“PSUs”), using the treasury stock method.

The dilutive effects of PSUs are included in the weighted average common share calculation based on the cumulative achievement against the performance targets only when the performance targets have been achieved as of the end of the reporting period.

Ordinary share equivalents are excluded from the computation of diluted loss per share if their effects would be anti-dilutive.

Basic and diluted loss per ordinary share is presented in the Company’s consolidated statements of operations.

BEIGENE, LTD.

Earnings (Loss) Per Share

Basic earnings (loss) per share is calculated in accordance with ASC 260, Earnings per Share .

Basic earnings (loss) per ordinary share is computed by dividing net earnings (loss) attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period.

BEONE MEDICINES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

3 unchanged sentences

except for number of shares and per share data)

Diluted earnings (loss) per share is calculated by dividing net earnings (loss) attributable to ordinary shareholders as adjusted for the effect of dilutive ordinary equivalent shares, if any, by the weighted average number of ordinary and dilutive ordinary equivalent shares outstanding during the period.

Ordinary equivalent shares consist of the ordinary shares issuable upon the conversion of the Company’s ordinary shares issuable upon the conversion of the share options, and unvested employee share purchase plan, restricted shares units, employee share purchase plan (“ESPP”) shares and performance-based restricted shares units (“PSUs”) using the treasury stock method.

Ordinary share equivalents are excluded from the computation of diluted earnings (loss) per share if their effects would be anti-dilutive.

Basic and diluted earnings (loss) per ordinary share is presented in the Company’s consolidated statements of operations.

Segment Information

12 unchanged sentences

Customer concentration risk

For the year ended December 31, 2024, sales to the Company ’ s three largest product distributors, ASD Specialty Healthcare, McKesson and Shanghai Pharmaceutical represented approximately 18.0 %, 16.9 % and 11.1 % of product revenue, respectively, and collectively, represented approximately 51.0 % of trade accounts receivable as of December 31, 2024.

For the year ended December 31, 2023, sales to the Company ’ s four largest product distributors, Sinopharm, Shanghai Pharmaceutical, ASD Specialty Healthcare and China Resources represented approximately 16.0 % , 14.2 % , 12.4 % and 11.4 % of product revenue, respectively, and collectively, represented approximately 53.2 % of trade accounts receivable as of December 31, 2023.

For the year ended December 31, 2023, the Company ’ s collaboration revenue consisted entirely of revenue recognized under its out-licensing collaboration agreements with Novartis.

Recent Accounting Pronouncements

New accounting standards which have been adopted

In November 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures.

This update requires disclosure of incremental segment information on an annual and interim basis.

This update is effective for annual periods beginning after December 15, 2023, and interim periods within annual periods beginning after December 15, 2024.

Early adoption is permitted.

This guidance should be applied retrospectively to all prior periods presented in the financial statements.

The Company operates in one segment.

Its chief operating decision maker is the Chief Executive Officer, who makes operating decisions, assesses performance, and allocates resources on a consolidated basis.

The Company adopted ASU 2023-07 effective December 31, 2024.

Refer to Footnote 21 for segment related disclosures.

BEIGENE, LTD.

For the year ended December 31, 2025, sales to the Company ’ s three largest product distributors, ASD Specialty Healthcare (Cencora), McKesson and Shanghai Pharmaceutical represented approximately 18.5 %, 17.5 % and 10.1 % of product revenue, respectively, and collectively, represented approximately 37.1 % of trade accounts receivable as of December 31, 2025.

For the year ended December 31, 2024, sales to the Company ’ s three largest product distributors, ASD Specialty Healthcare (Cencora), McKesson and Shanghai Pharmaceutical represented approximately 18.0 %, 16.9 % and 11.1 % of product revenue, respectively, and collectively, represented approximately 51.0 % of trade accounts receivable as of December 31, 2024.

BEONE MEDICINES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

3 unchanged sentences

except for number of shares and per share data)

Recent Accounting Pronouncements

New accounting standards which have been adopted

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures.

This update requires that public entities on an annual basis, (1) in the rate reconciliation, disclose specific categories and provide additional information for reconciling items that meet a quantitative threshold;

(2) about income taxes paid, disclose the amount of income taxes paid (net of refunds received) disaggregated by federal, state, and foreign taxes and by individual jurisdiction in which income taxes paid (net of refunds received) is equal to or greater than 5 percent of total income taxes paid (net of refunds received);

and (3) disclose income (or loss) from continuing operations before income tax expense (or benefit) disaggregated between domestic and foreign and income tax expense (or benefit) disaggregated by federal, state, and foreign.

The Company adopted ASU 2023-09 effective December 31, 2025 on a prospective basis.

Refer to Footnote 10 for income taxes related disclosures.

New accounting standards which have not yet been adopted

In December 2025, the FASB issued ASU 2025-10, Government Grants (Topic 832):

Accounting for Government Grants Received by Business Entities (ASU 2025-10), which establishes authoritative guidance on the recognition, measurement, presentation, and disclosure of government grants.

Under ASU 2025-10, government grants are recognized when it is probable that the entity will both comply with the conditions of the grant and the grant will be received.

The ASU provides specific accounting models for grants related to assets and grants related to income, including options to recognize government grants as deferred income or as a reduction of the asset’s cost basis.

The ASU also requires enhanced disclosures regarding the nature of government grants, significant terms and conditions, accounting policies applied, and amounts recognized in the financial statements.

ASU 2025-10 is effective for fiscal years beginning after December 15, 2028, including interim periods within those fiscal years, with early adoption permitted.

The Company is currently evaluating the impact of adopting ASU 2025-10 on its consolidated financial statements and related disclosures.

In September 2025, the FASB issued 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):

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

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures.

This update is effective for annual periods beginning after December 15, 2024.

Early adoption is permitted.

This guidance should be applied on a prospective basis.

Retrospective application is permitted.

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

Collaborative and Licensing Arrangements

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

To date, these collaborative arrangements have included out-licenses of and options to out-license internally developed products and drug candidates to other parties, in-licenses of products and drug candidates from other parties, and profit- and cost-sharing arrangements.

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.

Out-Licensing Arrangements

During the three years ended December 31, 2024, the Company’s collaboration revenue related to its out-licensing collaborative agreements has consisted of research and development services revenue and right to access intellectual property revenue from its former collaboration agreements with Novartis for tislelizumab and ociperlimab.

Other collaboration revenue consists primarily of revenue under the Novartis broad markets agreement and, beginning in 2024, royalty revenue under the Amgen collaboration agreement.

BEIGENE, LTD.

BEONE MEDICINES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

3 unchanged sentences

except for number of shares and per share data)

The following table summarizes total collaboration revenue recognized for the years ended December 31, 2024, 2023 and 2022:

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.

During the three years ended December 31, 2025, the Company’s other revenue consisted primarily of royalty revenue from IMDELLTRA ® sales outside of China under the Amgen collaboration agreement, revenue generated under the Novartis broad markets agreement, and research and development services revenue and right to access intellectual property revenue from its former collaboration agreements with Novartis for tislelizumab and ociperlimab.

The following table summarizes total other revenue recognized for the years ended December 31, 2025, 2024 and 2023:

Year Ended December 31,

2025 2024 2023

Revenue from Collaborators $ $ $

Other Revenue $ $ $

Amgen royalty revenue 40,733 7,841 —

Novartis broad markets revenue 17,598 18,259 8,859

Research and development service revenue — — 79,431

3 unchanged sentences

Total 60,972 30,695 268,927

Tislelizumab Collaboration and License

In January 2021, the Company entered into a collaboration and license agreement with Novartis, granting Novartis rights to develop, manufacture and commercialize tislelizumab in North America, Europe, and Japan (the “Novartis Territory”).

The Company and Novartis agreed to jointly develop tislelizumab in these licensed countries, with Novartis responsible for regulatory submissions after a transition period and for commercialization upon regulatory approvals.

In addition, both companies had the ability to conduct clinical trials globally to explore combinations of tislelizumab with other cancer treatments, and the Company has an option to co-detail the product in North America, funded in part by Novartis.

Under the agreement the Company received an upfront cash payment of $ 650,000 from Novartis.

A portion of the transaction price was allocated to the R&D services to be performed under the agreement and deferred and was being recognized as collaboration revenue as the R&D services were performed using a percentage-of-completion method.

In September 2023, the Company and Novartis agreed to mutually terminate the collaboration and license agreement, effective immediately.

Pursuant to the termination agreement, the Company regained full, global rights to develop, manufacture and commercialize tislelizumab with no royalty payments due to Novartis.

Novartis may continue its ongoing clinical trials and has the ability to conduct future combination trials with tislelizumab subject to BeiGene’s approval.

BeiGene agreed to provide Novartis with ongoing clinical supply of tislelizumab to support its clinical trials.

Pursuant to the termination agreement, Novartis agreed to provide transition services to the Company to enable key aspects of the tislelizumab development and commercialization plan to proceed without disruption, including manufacturing, regulatory, safety and clinical support.

Upon termination of the agreement in September 2023, there were no further performance obligations, and the remaining deferred revenue balance associated with the tislelizumab R&D services was recognized in full.

The following table summarizes collaboration revenue recognized in connection with the tislelizumab collaboration and license agreement for the years ended December 31, 2024, 2023 and 2022:

Year Ended December 31,

2024 2023 2022

Research and development service revenue — 72,278 39,655

2,113 5,067 9,493

Total 2,113 77,345 49,148

1 Represents revenue recognized on sale of tislelizumab clinical supply to Novartis in conjunction with the collaboration.

BEIGENE, LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2024, 2023 AND 2022

(Amounts in thousands of U.S.

Dollar (“$”) and Renminbi (“RMB”),

except for number of shares and per share data)

Ociperlimab Option, Collaboration and License Agreement and China Broad Market Development Agreement

In December 2021, the Company expanded its collaboration with Novartis by entering into an option, collaboration and license agreement with Novartis to develop, manufacture and commercialize the Company’s investigational TIGIT inhibitor ociperlimab in the Novartis Territory.

In addition, the Company and Novartis entered into an agreement granting the Company rights to market, promote and detail five approved Novartis oncology products, TAFINLAR ® (dabrafenib), MEKINIST ® (trametinib), VOTRIENT ® (pazopanib), AFINITOR ® (everolimus), and ZYKADIA ® (ceritinib), across designated regions of China referred to as “broad markets.” In the first quarter of 2022, the Company initiated marketing and promotion of these five products.

Under the terms of the option, collaboration and license agreement, the Company received an upfront cash payment of $ 300,000 .

At inception, a portion of the upfront cash payment was deferred related to performance obligations to be satisfied at a later point in time or over time.

In July 2023, the Company and Novartis mutually agreed to terminate the ociperlimab option, collaboration and license agreement, effective immediately.

Pursuant to the termination agreement, the Company regained full, global rights to develop, manufacture and commercialize ociperlimab.

Upon termination the Company had no further performance obligations under the collaboration, and all remaining deferred revenue balances were recognized in full.

The China broad markets agreement remains in place.

The following table summarizes collaboration revenue recognized in connection with the ociperlimab option, collaboration and license agreement for the years ended December 31, 2024, 2023 and 2022:

Year Ended December 31,

2024 2023 2022

Research and development service revenue — 7,153 7,167

Right to access intellectual property revenue — 104,477 104,994

Material rights revenue — 71,980 —

18,259 8,859 —

Total 18,259 192,469 112,161

2 Represents revenue generated under the broad markets marketing and promotion agreement in conjunction with the collaboration.

In-Licensing Arrangements - Commercial

In October 2019, the Company entered into a global strategic oncology collaboration with Amgen (“Amgen Collaboration Agreement”) for the commercialization and development in China, excluding Hong Kong, Taiwan and Macau, of Amgen’s XGEVA ® , KYPROLIS ® , and BLINCYTO ® , and the joint global development of a portfolio of oncology assets in Amgen’s pipeline, with BeiGene responsible for development and commercialization in China.

In October 2019, the Company entered into a global strategic oncology collaboration with Amgen (as amended, the “Amgen Collaboration Agreement”) for the commercialization and development in China (excluding Hong Kong, Macao and Taiwan) (the “Collaboration Territory”), of Amgen’s XGEVA ® , KYPROLIS ® , and BLINCYTO ® , and the joint global development of a portfolio of oncology assets in Amgen’s pipeline, with the Company responsible for development and commercialization in the Collaboration Territory.

The agreement became effective on January 2, 2020, following approval by the Company’s shareholders and satisfaction of other closing conditions.

Under the agreement, the Company is responsible for the commercialization of XGEVA, KYPROLIS and BLINCYTO in China for five or seven years .

Under the agreement, the Company is responsible for the commercialization of XGEVA ® , KYPROLIS ® and BLINCYTO ® in the Collaboration Territory for so long as each product is sold in the Collaboration Territory following each product’s regulatory approval in the Collaboration Territory.

Amgen is responsible for manufacturing the products globally and supplying the products to the Company at an agreed upon price.

The Company and Amgen share equally in the China commercial profits and losses during the commercialization period.

Following the commercialization period, the Company has the right to retain one product and is entitled to receive royalties on sales in China for an additional five years on the products not retained.

BEIGENE, LTD.

The Company and Amgen share equally in the Collaboration Territory commercial profits and losses during the commercialization period.

BEONE MEDICINES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

4 unchanged sentences

Amgen and the Company are also jointly developing a portfolio of Amgen oncology pipeline assets under the collaboration.

The Company is responsible for conducting clinical development activities in China and co-funding global development costs by contributing cash and development services up to a total cap of $ 1,250,000 .

Amgen is responsible for all development, regulatory and commercial activities outside of China.

For each pipeline asset that is approved in China, the Company will receive commercial rights for seven years from approval.

The Company has the right to retain approximately one out of every three approved pipeline assets, other than LUMAKRAS (sotorasib) (“AMG 510”), Amgen’s KRAS G12C inhibitor, for commercialization in China.

The Company and Amgen will share equally in the China commercial profits and losses during the commercialization period.

The Company is entitled to receive royalties from sales in China for pipeline assets returned to Amgen for five years after the seven-year commercialization period.

The Company is also entitled to receive royalties from global sales of each product outside of China (with the exception of AMG 510).

On April 20, 2022, the parties entered into the First Amendment to Amgen Collaboration Agreement, which amends certain terms and conditions relating to the financial responsibilities of the parties in connections with the development and commercialization of certain Amgen proprietary products for the treatment of oncology-related diseases and conditions.

In connection with the Company’s ongoing assessment of the Amgen Collaboration Agreement cost-share contributions, the Company determined that further investment in the development of LUMAKRAS was no longer commercially viable for BeiGene.

The Company is responsible for conducting clinical development activities in the Collaboration Territory and co-funding global development costs by contributing cash and development services up to a total cap of $ 1,250,000 .

Amgen is responsible for all development, regulatory and commercial activities outside of the Collaboration Territory.

For each pipeline asset that is approved in the Collaboration Territory, the Company will receive commercial rights for seven years from approval.

The Company has the right to retain approximately one out of every three approved pipeline assets, other than LUMAKRAS ® (sotorasib) (“AMG 510”), Amgen’s KRAS G12C inhibitor, for commercialization in the Collaboration Territory.

The Company and Amgen will share equally in the Collaboration Territory commercial profits and losses during the commercialization period.

The Company is entitled to receive royalties from sales in the Collaboration Territory for pipeline assets returned to Amgen for five years after the seven-year commercialization period.

The Company is also entitled to receive royalties from global sales of each product outside of the Collaboration Territory (with the exception of AMG 510).

In April 2022, the parties entered into the First Amendment to Amgen Collaboration Agreement, which amends certain terms and conditions relating to the financial responsibilities of the parties in connection with the development and commercialization of certain Amgen proprietary products for the treatment of oncology-related diseases and conditions.

As a result, in February 2023, the Company and Amgen entered into the Second Amendment to the Amgen Collaboration Agreement to (i) stop sharing costs with Amgen for the further development of LUMAKRAS ® during the period starting January 1, 2023 and ending August 31, 2023;

and (ii) cooperate in good faith to prepare a transition plan with the termination of LUMAKRAS ® from the Amgen Collaboration Agreement.

In October 2025, the parties entered into the Third Amendment to Amgen Collaboration Agreement, which amends certain terms and conditions relating to financial responsibility for early access programs in certain regions of the Collaboration Territory and commercial supply of IMDELLTRA ® (tarlatamab-dlle).

In November 2025, the parties entered into the Fourth Amendment to the Amgen Collaboration Agreement, which extends the Company’s commercialization rights to certain products in the Collaboration Territory.

The Amgen Collaboration Agreement is within the scope of ASC 808, as both parties are active participants and are exposed to the risks and rewards dependent on the commercial success of the activities performed under the agreement.

The Company is the principal for product sales to customers in China during the commercialization period and will recognize 100 % of net product revenue on these sales.

The Company is the principal for product sales to customers in the Collaboration Territory during the commercialization period and will recognize 100 % of net product revenue on these sales.

Amounts due to Amgen for its portion of net product sales will be recorded as cost of sales.

8 unchanged sentences

Amgen relinquished its right to appoint a designated director to the Company’s board of directors in January 2023.

BEONE MEDICINES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023

(Amounts in thousands of U.S.

Dollar (“$”) and Renminbi (“RMB”),

except for number of shares and per share data)

In determining the fair value of the common stock at closing, the Company considered the closing price of the common stock on the closing date of the transaction and included a lack of marketability discount because the shares are subject to certain restrictions.

5 unchanged sentences

The cost share liability is being amortized proportionately as the Company contributes cash and development services to its total co-development funding cap.

BEIGENE, LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2024, 2023 AND 2022

(Amounts in thousands of U.S.

Dollar (“$”) and Renminbi (“RMB”),

except for number of shares and per share data)

Amounts recorded related to the Company’s portion of the co-development funding on the pipeline assets for the years ended December 31, 2025, 2024 and 2023 were as follows:

1 unchanged sentence

2025 2024 2023

BeiGene’s portion of the development funding 148,391 108,608 195,357

BeOne’s portion of the development funding 205,238 148,391 108,608

Amortization of research and development cost share liability 101,095 73,226 55,294

14 unchanged sentences

Total ( 66,578 ) ( 48,962 ) ( 50,871 )

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

Total inventory purchases amounted to $ 247,655 , $ 108,691 and $ 71,720 , respectively, during the year ended December 31, 2024, 2023 and 2022 .

The Company purchases commercial inventory from Amgen to distribute in the Collaboration Territory.

Total inventory purchases amounted to $ 263,896 , $ 247,655 and $ 108,691 , respectively, during the years ended December 31, 2025, 2024 and 2023 .

Net amounts payable to Amgen as of December 31, 2025 and 2024 were $ 79,097 and $ 116,563 , respectively.

BEONE MEDICINES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023

(Amounts in thousands of U.S.

Dollar (“$”) and Renminbi (“RMB”),

except for number of shares and per share data)

Out-Licensing Arrangements

Tislelizumab Collaboration and License

Under the agreement the Company received an upfront cash payment of $ 650,000 from Novartis.

In September 2023, the Company and Novartis agreed to mutually terminate the collaboration and license agreement, effective immediately.

Pursuant to the termination agreement, the Company regained full, global rights to develop, manufacture and commercialize tislelizumab with no royalty payments due to Novartis.

Novartis may continue its ongoing clinical trials and has the ability to conduct future combination trials with tislelizumab subject to the Company’s approval.

The Company agreed to provide Novartis with ongoing clinical supply of tislelizumab to support its clinical trials.

The following table summarizes collaboration revenue recognized in connection with the tislelizumab collaboration and license agreement for the years ended December 31, 2025, 2024 and 2023:

Year Ended December 31,

2025 2024 2023

Research and development service revenue — — 72,278

— 2,113 5,067

Total — 2,113 77,345

1 Represents revenue recognized on sale of tislelizumab clinical supply to Novartis in conjunction with the collaboration.

Ociperlimab Option, Collaboration and License Agreement and China Broad Market Development Agreement

Under the terms of the option, collaboration and license agreement, the Company received an upfront cash payment of $ 300,000 .

At inception, a portion of the upfront cash payment was deferred related to performance obligations to be satisfied at a later point in time or over time.

BEONE MEDICINES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023

(Amounts in thousands of U.S.

Dollar (“$”) and Renminbi (“RMB”),

except for number of shares and per share data)

In July 2023, the Company and Novartis mutually agreed to terminate the ociperlimab option, collaboration and license agreement, effective immediately.

Pursuant to the termination agreement, the Company regained full, global rights to develop, manufacture and commercialize ociperlimab.

Upon termination the Company had no further performance obligations under the collaboration, and all remaining deferred revenue balances were recognized in full.

The China broad markets agreement remains in place.

The following table summarizes collaboration revenue recognized in connection with the ociperlimab option, collaboration and license agreement for the years ended December 31, 2025, 2024 and 2023:

Year Ended December 31,

2025 2024 2023

Research and development service revenue — — 7,153

Right to access intellectual property revenue — — 104,477

Material rights revenue — — 71,980

Novartis broad markets revenue 17,598 18,259 8,859

Total 17,598 18,259 192,469

In-Licensing Arrangements - Development

4 unchanged sentences

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

BEIGENE, LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2024, 2023 AND 2022

(Amounts in thousands of U.S.

Dollar (“$”) and Renminbi (“RMB”),

except for number of shares and per share data)

Year Ended December 31,

11 unchanged sentences

The payment of these amounts, however, is contingent upon the occurrence of various future events, which have a high degree of uncertainty of occurrence.

BEONE MEDICINES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023

(Amounts in thousands of U.S.

Dollar (“$”) and Renminbi (“RMB”),

except for number of shares and per share data)

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 upon closing of the Royalty Agreement.

Subsequently, the Company exercised its option to sell additional royalties to Royalty Pharma and received $ 26,000 in the fourth quarter of 2025.

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 of $ 885,000 and, subsequently, the option proceeds of $ 26,000 , as liabilities and is amortizing them 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 December 31, 2025, the royalty financing obligation recorded in the Company’s balance sheet was as follows:

December 31, 2025

Sale of future royalty liability, current portion 56,714

Sale of future royalty liability, non-current portion 850,242

Total sale of future royalty liability 906,956

The following table summarizes the sale of future royalty liability activity during the year ended December 31, 2025:

Royalty Sale Liability

Balance at August 25, 2025 885,000

Proceeds from option exercise 26,000

Payments to Royalty Pharma, excluding effective interest payments ( 4,044 )

Balance at December 31, 2025 906,956

The carrying value of the sale of future royalty liability approximates fair value as of December 31, 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 recognized interest expense of $ 19,760 related to this arrangement for the year ended December 31, 2025, of which $ 14,180 was accrued as of December 31, 2025.

The effective annual imputed interest rate was 6.4 % as of December 31, 2025.

BEONE MEDICINES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023

(Amounts in thousands of U.S.

Dollar (“$”) and Renminbi (“RMB”),

except for number of shares and per share data)

Restricted Cash

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

The Company’s restricted cash primarily consist of RMB-denominated cash deposits held in designated bank accounts for 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 term of restriction.

6 unchanged sentences

As of December 31, 2025, the Company had cash remaining related to the STAR Offering proceeds of $ 146,253 .

BEIGENE, LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2024, 2023 AND 2022

(Amounts in thousands of U.S.

Dollar (“$”) and Renminbi (“RMB”),

except for number of shares and per share data)

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

1 unchanged sentence

Equity securities with readily determinable fair values 1

Fair value of Leap common stock 2,113 3,046

Fair value of Leap warrants 168 542

Equity securities without readily determinable fair values

4 unchanged sentences

Total 55,543 124,317

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

1 Represents common stock and warrants to purchase additional shares of common stock of a publicly-traded biotechnology company.

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.

In the fourth quarter of 2025, the Company sold its common stock holdings.

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 .

1 unchanged sentence

The transaction resulted in a pre-tax gain of $ 3,735 recorded within other (expense) income, net during year ended December 31, 2024.

The Company will account for its investment prospectively as a private equity security without a readily determinable fair value and the divestiture is 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.

The following table summarizes unrealized (losses) gains related to investments in equity securities recorded in other (expense) income, net:

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.

In the fourth quarter of 2025, the Company recognized an impairment loss of $ 40,376 within other (expense) income, net resulting from a decline in enterprise value in business reorganization.

3 In the third quarter of 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, as a result of 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 within unrealized losses from equity-method investments.

BEONE MEDICINES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023

(Amounts in thousands of U.S.

Dollar (“$”) and Renminbi (“RMB”),

except for number of shares and per share data)

The following table summarizes realized and unrealized losses related to investments in equity securities recorded in other (expense) income, net:

Year Ended December 31,

5 unchanged sentences

( 14,982 ) ( 10,275 ) ( 7,856 )

Inventories, Net

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

As of December 31,

Raw materials 170,584 148,772

Work in process 60,118 39,098

Finished goods 264,284 228,252

Total inventories, net 494,986 416,122

BEIGENE, LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2024, 2023 AND 2022

(Amounts in thousands of U.S.

Dollar (“$”) and Renminbi (“RMB”),

except for number of shares and per share data)

The following table summarizes the portion of unrealized losses that relates to equity securities still held by the Company as of December 31, 2025:

Year Ended December 31,

Net losses recognized on equity securities

net losses recognized on equity securities sold ( 16,638 )

Net unrealized losses on equity securities held at end of period

The Company has operating leases for office and manufacturing facilities in the U.S., Switzerland, and China.

The leases have remaining lease terms of up to six years , some of which include options to extend the leases that have not been included in the calculation of the Company’s lease liabilities and ROU assets.

The leases have remaining lease terms of up to five years , some of which include options to extend the leases that have not been included in the calculation of the Company’s lease liabilities and ROU assets.

The Company has land use rights, which represent land acquired for the biologics manufacturing facility in Guangzhou, the land acquired for the Company’s research, development and office facility in Changping, Beijing, the land acquired for the Company’s research, development and manufacturing facility in Suzhou, and the land acquired for the Company’s research and development facility in Shanghai.

7 unchanged sentences

Total lease cost 30,985 34,052 33,762

BEONE MEDICINES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023

(Amounts in thousands of U.S.

Dollar (“$”) and Renminbi (“RMB”),

except for number of shares and per share data)

Supplemental balance sheet information related to leases was as follows:

16 unchanged sentences

Present value of lease liabilities 73,638

BEIGENE, LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2024, 2023 AND 2022

(Amounts in thousands of U.S.

Dollar (“$”) and Renminbi (“RMB”),

except for number of shares and per share data)

Other supplemental information related to leases is summarized below:

6 unchanged sentences

Weighted-average discount rate 5.02 % 5.23 %

BEONE MEDICINES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023

(Amounts in thousands of U.S.

Dollar (“$”) and Renminbi (“RMB”),

except for number of shares and per share data)

Property, Plant and Equipment, Net

14 unchanged sentences

As of December 31, 2025 , the Company had construction in progress of $ 91,390 related to the Hopewell facility, the majority of which will be put into service in 2026.

In March 2024, the Company acquired a land use right and the facility currently being constructed on the land for $ 73,054 .

The Company plans to complete the construction of the facility and build a research and development center on the land.

Based on the relative fair values of the land use right and construction in progress, $ 29,431 of the total purchase price was allocated to the land use right and $ 43,623 was allocated to the construction in progress.

In May 2024, the Company acquired additional construction in progress in connection with the properties for $ 22,538 .

BEIGENE, LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2024, 2023 AND 2022

(Amounts in thousands of U.S.

Dollar (“$”) and Renminbi (“RMB”),

except for number of shares and per share data)

Construction in progress (“CIP”) a s of December 31, 2024 and 2023 primarily related to the Hopewell facility, the new research and development facility acquired in 2024, a new building for Beijing Innerway Bio-tech Co., Ltd., and additional capacity at the Guangzhou and Suzhou manufacturing facilities.

Construction in progress (“CIP”) a s of December 31, 2025 and 2024 primarily related to the Hopewell facility and the research and development facility acquired in 2024.

CIP by fixed asset class are summarized as follows:

As of December 31,

Building 528,629 579,649

Manufacturing equipment 92,673 89,897

Laboratory equipment 7,997 9,805

Building 16,442 528,629

Other 10,047 25,687

1 unchanged sentence

Depreciation expense for the years ended December 31, 2025, 2024 and 2023 were $ 131,615 , $ 166,938 and $ 80,436 , respectively.

Included within depreciation expense for the year ended December 31, 2024 is $ 59,792 of accelerated depreciation expense resulting from the move of production to more efficient, larger scale equipment for tislelizumab.

BEONE MEDICINES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023

(Amounts in thousands of U.S.

Dollar (“$”) and Renminbi (“RMB”),

except for number of shares and per share data)

Intangible Assets

22 unchanged sentences

Total 10,071 4,824 7,239

BEIGENE, LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2024, 2023 AND 2022

(Amounts in thousands of U.S.

Dollar (“$”) and Renminbi (“RMB”),

except for number of shares and per share data)

Estimated amortization expense for each of the five succeeding years and thereafter, as of December 31, 2025 is as follows:

7 unchanged sentences

Total 62,195 509 62,704

BEONE MEDICINES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023

(Amounts in thousands of U.S.

Dollar (“$”) and Renminbi (“RMB”),

except for number of shares and per share data)

The components of income ( loss) before income taxes are as follows:

1 unchanged sentence

2025 2024 2023

Switzerland 189,967 277,710 ( 21,368 )

203,189 201,516 117,446

5 unchanged sentences

2025 2024 2023

Current tax expense (benefit)

Current tax expense

Switzerland 82 2 88

39,305 57,222 25,170

3 unchanged sentences

Deferred tax expense (benefit)

Switzerland — — —

6,039 23,556 —

PRC 5,450 180 687

1 unchanged sentence

Total 9,469 26,007 687

Income tax expense (benefit) 111,785 55,872 42,778

BEIGENE, LTD.

Income tax expense 129,921 111,785 55,872

The Company established tax residency in Switzerland upon the Continuation and adopted ASU 2023-09 on a prospective basis beginning with the year ended December 31, 2025.

The following table presents the required disclosure pursuant to ASC 2023-09 and reconciles the Switzerland federal statutory tax amount and rate to the Company’s actual global effective income tax amount and rate for the year ended December 31, 2025:

BEONE MEDICINES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

3 unchanged sentences

except for number of shares and per share data)

The reconciliation of the statutory tax rate to our effective income tax rate is as follow:

Year Ended December 31,

Income before income taxes 416,854

Switzerland federal statutory tax rate 35,433 8.5 %

State and local income tax, net of federal income tax effect 1

( 1,789 ) ( 0.4 ) %

Foreign tax effects

United States

Statutory tax rate difference between the U.S.

and Switzerland 25,399 6.1 %

State and local income tax, net of federal income tax effect 2

Share-based payment awards ( 17,702 ) ( 4.2 ) %

Foreign-derived intangible income ( 15,337 ) ( 3.7 ) %

Unremitted earnings 6,039 1.4 %

Research tax credits and incentives ( 35,048 ) ( 8.4 ) %

Changes in valuation allowances 47,084 11.3 %

Other 960 0.2 %

Statutory tax rate difference between China and Switzerland ( 2,122 ) ( 0.5 ) %

Share-based payment awards 37,822 9.1 %

Non-deductible business expenses 12,676 3.0 %

Research tax credits and incentives ( 23,404 ) ( 5.6 ) %

Effect of changes in tax rates 5,283 1.3 %

Deferred asset adjustment 10,239 2.5 %

Changes in valuation allowances ( 19,272 ) ( 4.6 ) %

Other 3,839 0.9 %

Statutory tax rate difference between Australia and Switzerland 9,089 2.2 %

Share-based payment awards 3,076 0.7 %

Changes in valuation allowances 16,013 3.8 %

Other 421 0.1 %

Statutory tax rate difference between Germany and Switzerland 2,453 0.6 %

Share-based payment awards 2,158 0.5 %

Other ( 2,671 ) ( 0.6 ) %

Changes in valuation allowances 4,260 1.0 %

Other 2,360 0.6 %

Cayman Islands

Statutory tax rate difference between Cayman Islands and Switzerland 4,253 1.0 %

Other 59 0.0 %

Japan 1,928 0.5 %

Brazil 1,827 0.4 %

Other foreign jurisdictions 3,055 0.7 %

BEONE MEDICINES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023

(Amounts in thousands of U.S.

Dollar (“$”) and Renminbi (“RMB”),

except for number of shares and per share data)

Changes in valuation allowance ( 12,725 ) ( 3.1 ) %

Changes in unrecognized tax benefits 16,208 3.9 %

Other adjustments ( 1,553 ) ( 0.4 ) %

Effective tax rate 129,921 31.2 %

Local taxes in Basel-Stadt canton made up the majority (greater than 50%) of the tax effect in this category.

State taxes in Kentucky, Tennessee, New York, and New York City made up the majority (greater than 50%) of the tax effect in this category.

The following table presents the required disclosures prior to the adoption of ASU 2023-09 and reconciles the U.S.

statutory tax rate to the Company’s effective income tax rate for the years ended December 31, 2024 and 2023:

Year Ended December 31,

Loss before tax ( 533,001 ) ( 825,836 )

4 unchanged sentences

Non-deductible expenses 1,130 19,134

Stock compensation expenses 53,446 32,581 33,872

State tax expense (benefit) ( 7,988 ) ( 5,872 ) 1,683

Share-based payment awards 53,446 32,581

State tax (benefit) ( 7,988 ) ( 5,872 )

Change in valuation allowance 157,286 845,811

6 unchanged sentences

Effective tax rate ( 21.0 ) % ( 6.8 ) %

BEIGENE, LTD.

BEONE MEDICINES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

8 unchanged sentences

Net operating losses carryforward 1,338,800 1,137,890 996,588

Stock-based compensation 38,397 26,687 19,700

Share-based compensation 42,236 38,397 26,687

Research tax credits 40,224 34,561 68,117

1 unchanged sentence

Intangible asset amortization 1,020,858 1,081,442 699,974

Lease liability obligation 11,882 7,893 10,348

Lease liability 14,960 11,882 7,893

R&D and other capitalized costs 361,557 277,061 164,190

Total gross deferred tax assets 3,692,017 3,407,710 2,775,085

Less valuation allowance ( 3,403,505 ) ( 2,771,470 ) ( 1,943,775 )

valuation allowance ( 3,648,017 ) ( 3,403,505 ) ( 2,771,470 )

Net deferred tax assets 44,000 4,205 3,615

5 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, the Company believes that as of December 31, 2024, it is more likely than not that net deferred tax assets will not be realized.

Adjustments may be required in the future if the Company estimates that the amount of deferred tax assets to be realized is more or less than the net amount recorded.

After consideration of all positive and negative evidence, the Company believes that as of December 31, 2025, it is more likely than not that certain deferred tax assets will not be realized for the Company’s subsidiaries in Australia, Switzerland, the U.S.

and certain subsidiaries in China.

For the years ended December 31, 2025 and 2024, there was an increase in the valuation allowance of $ 158,816 and $ 157,286 , respectively.

Adjustments could be required in the future if the Company estimates that the amount of deferred tax assets to be realized is more or less than the net amount recorded.

During 2025, the Company reevaluated its indefinite reinvestment assertions and concluded that a portion of earnings from certain subsidiaries, primarily in the U.S., Canada, Argentina and Israel, are no longer indefinitely reinvested.

Accordingly, the Company recognized a deferred tax liability of $ 29,995 , representing the estimated withholding taxes that would be incurred upon the future distribution of these earnings.

The Company continues to assert that earnings in its other jurisdictions remain indefinitely reinvested.

The Company has not recorded a deferred tax liability for these jurisdictions because the determination of the amount of the associated unrecognized deferred tax liability is not practicable, as it depends on the timing, manner, and tax consequences of potential future distributions, all of which remain uncertain.

BEONE MEDICINES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023

(Amounts in thousands of U.S.

Dollar (“$”) and Renminbi (“RMB”),

except for number of shares and per share data)

The valuation allowances for the years ended December 31, 2025, 2024 and 2023 were as follows:

12 unchanged sentences

research tax credits which will expire between 2037 and 2045 and approximately $ 704,928 of Switzerland tax relief credits which will expire in 2028, if not utilized.

BEIGENE, LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2024, 2023 AND 2022

(Amounts in thousands of U.S.

Dollar (“$”) and Renminbi (“RMB”),

except for number of shares and per share data)

The gross unrecognized tax benefits for the years ended December 31, 2025, 2024 and 2023 were as follows:

8 unchanged sentences

Current and prior year additions include assessment of U.S.

federal and state tax credits and incentives.

federal and state tax credits and incentives and intercompany positions taken in China.

As of December 31, 2025, the Company had $ 27,835 of unrecognized tax benefits substantially all of which, if recognized, would reduce the effective tax rate.

1 unchanged sentence

The Company has elected to record interest and penalties related to income taxes as a component of income tax expense.

For the years ended December 31, 2025, the Company’s accrued interest and penalties were $ 2,676 related to positions taken in the U.S.

and $ 3,264 related to positions taken in China.

For the years ended December 31, 2024 and 2023, the Company’s accrued interest and penalties, where applicable, related to uncertain tax positions were not material.

2 unchanged sentences

federal tax matters are open to examination for years 2016 through 2025.

states and other non-US tax jurisdictions in which the Company files tax returns remain open to examination for 2014 through 2024.

The Company qualifies for the Technology Advanced Service Enterprises and High and New Technology Enterprise status for certain subsidiaries in China, which begin to expire at the end of 2025.

The income tax benefits attributable to this status for the year ended December 31, 2024 is approximately $ 4,631 , or less than $ 0.01 per share outstanding.

During 2024, the Company concluded that a portion of earnings from certain subsidiaries, primarily in the U.S.

and Canada, are no longer indefinitely reinvested.

As a result, the Company recognized a deferred tax liability of $ 23,735 .

The Company continues to assert that earnings in other jurisdictions remain permanently reinvested.

BEIGENE, LTD.

states and non-US tax jurisdictions in which the Company files tax returns remain open to examination for 2015 through 2025.

Various U.S., foreign and state income tax returns are currently under examination by taxing authorities, with potential income tax liabilities estimated and updated in light of available facts and circumstances.

Due to the uncertain and complex application of income tax regulations globally, it is possible that the ultimate resolution of audits may result in liabilities that could be materially different from original estimates.

In such an event, the Company will record additional income tax expense or income tax benefit in the period in which such resolution occurs.

BEONE MEDICINES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

3 unchanged sentences

except for number of shares and per share data)

The following table summarizes income taxes paid, net of refunds received, for the year ended December 31, 2025, as required by ASU 2023-09:

Year Ended December 31,

federal 40,500

state and local

Kentucky 6,065

Australia 14,575

Total income taxes paid 100,681

The following table presents income taxes paid for the years ended December 31, 2024 and 2023:

Year Ended December 31,

Income taxes paid 69,430 56,003

The Company qualifies for the Technology Advanced Service Enterprises and High and New Technology Enterprise status for certain subsidiaries in China, which began to expire at the end of 2025.

The income tax benefits attributable to this status for the year ended December 31, 2025 is approximately $ 5,953 , or less than $ 0.01 per share outstanding.

Supplemental Balance Sheet Information

Inventories, net consisted of the following:

As of December 31,

Raw materials 236,190 170,584

Work in process 122,681 60,118

Finished goods 249,356 264,284

Total inventories, net 608,227 494,986

BEONE MEDICINES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023

(Amounts in thousands of U.S.

Dollar (“$”) and Renminbi (“RMB”),

except for number of shares and per share data)

Prepaid expenses and other current assets consist of the following:

1 unchanged sentence

Prepaid research and development costs 52,594 64,277

Short-term restricted cash 41,284 9,312

Prepaid taxes 42,232 23,792

1 unchanged sentence

Prepaid general and administrative expenses 22,209 21,253

Prepaid manufacturing cost 19,333 42,066

Short-term restricted cash 9,312 11,473

Prepaid insurance 9,759 6,242

Prepaid manufacturing cost 3,935 19,333

Other current assets 18,958 15,882

3 unchanged sentences

Long-term investments 61,678 128,933

Prepaid supply cost 12,249 18,122

Long-term restricted cash 20,833 2,025

Rental deposits and other 10,470 8,481

1 unchanged sentence

Prepaid VAT 3,504 2,875

Long-term restricted cash 2,025 2,711

Prepaid supply cost 969 12,249

Total 102,418 160,490

9 unchanged sentences

Total 1,109,120 803,713

BEIGENE, LTD.

BEONE MEDICINES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

10 unchanged sentences

Total 80,245 66,735

The following table summarizes the Company’s short-term and long-term debt obligations as of December 31, 2024 and 2023:

Lender Borrower Line of Credit Term Maturity Date Interest Rate As of December 31,

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

RMB 580,000 9 -year

Facilities Agreement

In November 2025, BeOne Medicines Ltd.

entered into the Facilities Agreement (the “Facilities Agreement”), by and among certain subsidiaries of the Company, as guarantors, the Hongkong and Shanghai Banking Corporation Limited (“HSBC”), as global coordinator, original mandated lead arranger and bookrunner, agent and security agent, and certain financial institutions listed in the Facilities Agreement, as lenders.

The Facilities Agreement provides for a $ 140,000 U.S.

dollar-denominated, 2-year , B1 revolving credit facility (the “B1 Revolving Loan Facility”), a $ 560,000 U.S.

dollar-denominated, 2-year , B2 term loan facility (the “B2 Term Loan Facility” and, together with the B1 Revolving Loan Facility, the “B Loan Facilities”), and a RMB 2,150,000 Renminbi-denominated, 3-year , A term loan facility (the “A Loan Facility”) (collectively, the “Loan Facilities”).

Subsequently, the Company consummated the refinancing of its short-term working capital loans of $ 768,375 in aggregate through the proceeds from the B2 Term Loan Facility and A Loan Facility.

The following table presents outstanding borrowings under the Facilities Agreement:

As of December 31,

A Loan Facility 12,298

unamortized debt issuance costs ( 3,235 )

Total short-term debt 9,063

A Loan Facility 295,152

B2 Term Loan Facility 560,000

unamortized debt issuance costs ( 18,783 )

Total long-term debt 836,369

The A Loan Facility requires repayment of 4 % of the aggregate amount outstanding every six months beginning on November 24, 2026, with all remaining principal outstanding due on November 24, 2028.

The B2 Term Loan Facility requires repayment of 10 % of the aggregate amount outstanding every three months beginning on June 15, 2027, with all remaining principal outstanding due on December 15, 2027, unless the final repayment date is extended.

The Company may voluntarily prepay borrowings, in whole or in part, under the Facilities Agreement without premium or penalty.

The Facilities Agreement also contains certain customary mandatory prepayment provisions in the event that the Company undergoes a change of control and in relation to disposal and insurance proceeds.

The A Loan Facility is subject to an interest rate equal to the Reference Rate (RMB) (as defined in the Facilities Agreement) plus a margin of 0.65 % per annum.

The B Loan Facilities are subject to an interest rate equal to the Reference Rate (USD) (as defined in the Facilities Agreement) plus a margin of 2.40 % per annum.

In addition to paying interest on the outstanding principal, the Company is also required to pay a commitment fee of 0.85 % on the undrawn and uncancelled amounts under the Loan Facilities.

BEONE MEDICINES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023

(Amounts in thousands of U.S.

Dollar (“$”) and Renminbi (“RMB”),

except for number of shares and per share data)

As of December 31, 2025, the B1 Revolving Loan Facility was available for borrowing.

Excluding commitment fees, the interest rate for the A Loan Facility and B2 Term Loan Facility was 3.65 % and 6.10 %, respectively, as of December 31, 2025.

The Loan Facilities are guaranteed by BeOne Medicines UK, Ltd., BeOne Medicines US Holdings, LLC, BeOne Medicines I GmbH, BeOne Medicines (Hong Kong) Co., Limited, BeOne Medicines Aus Pty Ltd, BG NC, Ltd., BG NC, Ltd., BeOne Medicines Hopewell Urban Renewal, LLC, BeOne Medicines US Manufacturing Co., Inc., BeOne Medicines Treasury Ltd., and BeOne Medicines USA, Inc.

(collectively, “Guarantors”).

Except as otherwise provided by applicable law, all obligations under the Loan Facilities are unconditionally guaranteed jointly and severally by the Guarantors.

Subject to certain limitations, the Loan Facilities are secured on a first priority basis granted in favor of HSBC (as security agent on behalf of the secured parties) by:

(a) a security interest in the equity interests of a member of the Company and its subsidiaries and (b) security interests in, and mortgage on, the Company’s manufacturing and clinical R&D facility in New Jersey.

The Facilities Agreement contains various customary representations, warranties and covenants applicable to the Company and its subsidiaries.

In addition, the Facilities Agreement contains financial covenants, including covenants requiring the maintenance of:

(i) a minimum cash interest coverage ratio of not less than 5.00 to 1.00;

(ii) a net leverage ratio of not greater than 2.50 to 1.00;

(iii) a minimum total consolidated shareholders’ equity of not less than $ 2.7 billion;

(iv) a minimum cash balance held outside the PRC by the Company and the Guarantors of $ 500.0 million;

(v) a maximum financial indebtedness of the Company and its subsidiaries not to exceed $ 2.0 billion;

and (vi) a maximum financial indebtedness of the Company’s subsidiaries that are incorporated or registered in the PRC not to exceed $ 500.0 million.

The Company was compliant with the required covenants as of December 31, 2025.

In connection with the execution of the Facilities Agreement, the Company capitalized $ 23,392 of debt issuance costs.

The Company allocated these costs among the Loan Facilities based on the maximum borrowing capacity and amortizes the costs using the effective interest method for the A Loan Facility and B2 Term Loan Facility and on a straight-line basis for the B1 Revolving Loan Facility.

Non-cash interest expense related to the amortization of the debt issuance costs for the year ended December 31, 2025 was $ 692 .

BEONE MEDICINES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023

(Amounts in thousands of U.S.

Dollar (“$”) and Renminbi (“RMB”),

except for number of shares and per share data)

Other Bank Loans

The following table summarizes the Company’s short-term working capital loans and project loans of December 31, 2025 and 2024:

Lender Borrower Term Maturity Date Note As of December 31,

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

June 11, 2027 1 21,450 16,440

China Merchants Bank BeiGene Guangzhou Biologics Manufacturing Co., Ltd.

RMB 350,000 9 -year

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

January 20, 2029 2 8,989 8,611

China Merchants Bank BeiGene Guangzhou Biologics Manufacturing Co., Ltd.

RMB 378,000 9 -year

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

November 8, 2029 3 8,497 8,148

China CITIC Bank BeiGene (Suzhou) Co., Ltd.

RMB 480,000 10 -year

China CITIC Bank BeOne Pharmaceutical (Suzhou) Co., Ltd.

July 28, 2032 4 9,294 1,384

China Merchants Bank BeiGene, Ltd.

$ 380,000 1 -year

5 380,000 2,773,723 300,000 2,129,321

China Minsheng Bank BeiGene, Ltd.

$ 150,000 1 -year

China Merchants Bank BeOne Medicines Ltd.

January 21, 2026 5 — 380,000

China Minsheng Bank BeOne Medicines Ltd.

December 16, 2025 6 — 150,000

China Industrial Bank BeiGene, Ltd.

RMB 675,000 364 -days

China Industrial Bank BeOne Medicines USA, Inc.

June 28, 2026 7 — —

China Industrial Bank BeOne Medicines Ltd.

March 27, 2025 8 — 92,475

China Merchants Bank BeiGene Guangzhou Biologics Manufacturing Co., Ltd.

RMB 400,000 1 -year

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

June 5, 2025 9 — 54,800

HSBC Bank BeiGene, Ltd.

RMB 340,000 1 -year

May 5, 2025 7 46,580 340,000 47,903 340,000

China Industrial Bank BeiGene (Suzhou) Co., Ltd.

RMB 200,000 1 -year

May 29, 2024 2.8 % — — 28,177 200,000

Shanghai Pudong Development Bank BeiGene, Ltd.

RMB 700,000 1 -year

HSBC Bank BeOne Medicines Ltd.

June 17, 2026 10 — 46,580

Shanghai Pudong Development Bank BeOne Medicines Ltd.

November 24, 2025 11 — 93,091

China Merchants Bank BeiGene (Suzhou) Co., Ltd.

RMB 200,000 1 -year

May 24, 2024 3.2 % — — 28,037 199,000

Total short-term debt 48,230 851,529

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

RMB 580,000 9 -year

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

June 11, 2027 1 21,450 41,100

China Merchants Bank BeiGene Guangzhou Biologics Manufacturing Co., Ltd.

RMB 350,000 9 -year

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

January 20, 2029 2 20,224 27,987

China Merchants Bank BeiGene Guangzhou Biologics Manufacturing Co., Ltd.

RMB 378,000 9 -year

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

November 8, 2029 3 25,970 33,020

China CITIC Bank BeiGene (Suzhou) Co., Ltd.

RMB 480,000 10 -year

China CITIC Bank BeOne Pharmaceutical (Suzhou) Co., Ltd.

July 28, 2032 4 57,900 64,377

Total long-term debt 125,544 166,484

BEIGENE, LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2024, 2023 AND 2022

(Amounts in thousands of U.S.

Dollar (“$”) and Renminbi (“RMB”),

except for number of shares and per share data)

The outstanding borrowings bear floating interest rates benchmarking RMB loan interest rates of financial institutions in the PRC.

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 December 31, 2025.

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

The Company repaid $ 17,225 (or RMB 120,000 ) during the year ended December 31, 2025.

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

The outstanding borrowings bear floating interest rates benchmarking RMB loan interest rates of financial institutions in the PRC.

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

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

The loan interest rate was 3.4 % as of December 31, 2025.

The outstanding principal balance is payable in quarterly installments.

The Company repaid $ 8,726 (RMB 62,857 ) during the year ended December 31, 2025.

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

The outstanding borrowings bear floating interest rates benchmarking RMB loan interest rates of financial institutions in the PRC.

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

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 3.2 % as of December 31, 2025.

The outstanding principal balance is payable in quarterly installments.

The Company repaid $ 8,287 (RMB 59,475 ) during the year ended December 31, 2025.

The loan is secured by fixed assets that will be placed into service upon completion of the third phase of the Guangzhou manufacturing facility’s build out.

The outstanding borrowings bear a floating interest rate benchmarked against prevailing interest rates of certain PRC financial institutions.

The loan interest rate was 3.7 % as of December 31, 2024 .

The Company drew down $ 9,053 (RMB 65,000 ) during the year ended December 31, 2024.

The loan is secured by BeiGene (Suzhou) Co., Ltd.’s property ownership certificate of the small molecule manufacturing campus in Suzhou, China.

The outstanding borrowings bear floating interest rates benchmarking the secured overnight financing rate.

The loan interest rate was 6.2 % as of December 31, 2024.

$ 80,000 of the borrowing matures on January 27, 2025, and $ 300,000 matures on December 17, 2025.

The outstanding borrowings bear floating interest rates benchmarking RMB loan interest rates of financial institutions in the PRC.

The loan interest rate was 2.6 % as of December 31, 2024 .

The outstanding borrowings bear floating interest rates benchmarking Hong Kong interbank market rate for RMB.

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

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 3.3 % as of December 31, 2025 .

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

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

The Company repaid $ 1,442 (RMB 10,100 ) during the year ended December 31, 2025.

The loan is secured by BeOne Pharmaceutical (Suzhou) Co., Ltd.’s property ownership certificate of the small molecule manufacturing campus in Suzhou, China.

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 Company repaid the loan with the proceeds from the Loan Facilities in the fourth quarter of 2025.

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

The Company repaid the loan with the proceeds from the Loan Facilities in the fourth quarter of 2025.

BEONE MEDICINES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023

(Amounts in thousands of U.S.

Dollar (“$”) and Renminbi (“RMB”),

except for number of shares and per share data)

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

The Company drew down the facility in the second quarter of 2025 and repaid the loan with the proceeds from the Loan Facilities in the fourth quarter of 2025.

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

The Company repaid the loan during the year ended December 31, 2025.

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

The Company repaid the loan during the year ended December 31, 2025.

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 Company repaid the loan with the proceeds from the Loan Facilities in the fourth quarter of 2025.

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

The Company repaid the loan with the proceeds from the Loan Facilities in the fourth quarter of 2025.

The Company has numerous financial and non-financial covenants on its debt obligations with the lenders above.

Some of these covenants include default and/or cross-default provisions that could require acceleration of repayment of loans in the event of default.

However, the Company’s debt is primarily short-term in nature.

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 December 31, 2024, the Company is in compliance with all covenants of our material debt agreements.

As of December 31, 2025, the Company was in compliance with all covenants of its material debt agreements.

Contractual Maturities of Debt Obligations

10 unchanged sentences

Interest on bank loans is paid quarterly until the respective loans are fully settled.

Interest expense recognized for the years ended December 31, 2024, 2023 and 2022 amounted to $ 46,894 , $ 20,800 and $ 21,699 , respectively, among which, $ 32,158 , $ 16,571 and $ 2,594 was capitalized, respectively.

Excluding the amortization of debt issuance costs, interest expense on bank loans for the years ended December 31, 2025, 2024 and 2023 amounted to $ 49,950 , $ 46,894 and $ 20,800 , respectively, among which, $ 12,443 , $ 32,158 and $ 16,571 was capitalized, respectively.

Interest paid for the years ended December 31, 2025, 2024 and 2023, net of amounts capitalized, amounted to $ 34,428 , $ 19,723 and $ 3,484 , respectively.

4 unchanged sentences

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

BEIGENE, LTD.

BEONE MEDICINES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

13 unchanged sentences

3,928,489 2,644,226 1,290,396

Tislelizumab 620,836 536,620 422,885

737,304 620,836 536,620

14 unchanged sentences

Balance at December 31, 2025 398,533 79,126 477,659

BEIGENE, LTD.

BEONE MEDICINES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

3 unchanged sentences

except for number of shares and per share data)

Loss Per Share

Loss per share was calculated as follows:

Earnings (Loss) Per Share/ADS

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

Year Ended December 31,

2025 2024 2023

Net loss ( 644,786 ) ( 881,708 ) ( 2,003,815 )

Weighted average shares outstanding for computing basic and diluted loss per share 1,368,746,793 1,357,034,547 1,340,729,572

Loss per share ( 0.47 ) ( 0.65 ) ( 1.49 )

For the years ended December 31, 2024, 2023 and 2022, the computation of basic loss per share using the two-class method was not applicable, as the Company was in a net loss position.

The effects of all share options and restricted share units were excluded from the calculation of diluted loss per share as their effect would have been anti-dilutive during the years ended December 31, 2024, 2023 and 2022.

Net income (loss) 286,933 ( 644,786 ) ( 881,708 )

Weighted-average shares outstanding—basic 1,417,803,727 1,368,746,793 1,357,034,547

Dilutive common shares equivalents 57,026,181 — —

Weighted-average shares outstanding—diluted 1,474,829,908 1,368,746,793 1,357,034,547

Antidilutive common share equivalents excluded from above 1,089,967 — —

Earnings (loss) per share:

Basic 0.20 ( 0.47 ) ( 0.65 )

Diluted 0.19 ( 0.47 ) ( 0.65 )

Earnings (loss) per ADS:

Basic 2.63 ( 6.12 ) ( 8.45 )

Diluted 2.53 ( 6.12 ) ( 8.45 )

For the year ended December 31, 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 years ended December 31, 2024 and 2023, 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.

Basic and diluted earnings (loss) per ADS was derived from the basic and diluted earnings (loss) per share, respectively.

BEONE MEDICINES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023

(Amounts in thousands of U.S.

Dollar (“$”) and Renminbi (“RMB”),

except for number of shares and per share data)

Share-Based Compensation

2 unchanged sentences

IPO, the board of directors and shareholders of the Company approved the 2016 Share Option and Incentive Plan (the “2016 Plan”), which became effective in February 2016.

The Company initially reserved 65,029,595 ordinary shares for the issuance of awards under the 2016 Plan, plus any shares available under the 2011 Option Plan (the “2011 Plan”), and not subject to any outstanding options as of the effective date of the 2016 Plan, along with underlying share awards under the 2011 Plan that are cancelled or forfeited without issuance of ordinary shares.

The Company initially reserved 65,029,595 ordinary shares for the issuance of awards under the 2016 Plan, plus any shares available under the 2011 Option Plan (the “2011 Plan”), and not subject to any outstanding options as of the effective date of the 2016 Plan, along with underlying share awards under the 2011 Plan that were cancelled or forfeited without issuance of ordinary shares.

As of December 31, 2025, ordinary shares cancelled or forfeited under the 2011 Plan that were carried over to the 2016 Plan totaled 5,167,238 .

10 unchanged sentences

In June 2024, the shareholders approved a third amended and restated 2016 Plan to increase the number of shares authorized for issuance by 92,820,000 .

BEIGENE, LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2024, 2023 AND 2022

(Amounts in thousands of U.S.

Dollar (“$”) and Renminbi (“RMB”),

except for number of shares and per share data)

2018 Inducement Equity Plan

5 unchanged sentences

2 to the 2016 Plan, on June 22, 2022, the 2018 Plan was terminated to the effect that no new equity awards shall be granted under the plan but the outstanding equity awards under the plan shall continue to vest and/or be exercisable in accordance with their terms.

BEONE MEDICINES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023

(Amounts in thousands of U.S.

Dollar (“$”) and Renminbi (“RMB”),

except for number of shares and per share data)

2018 Employee Share Purchase Plan

In June 2018, the shareholders of the Company approved the 2018 Employee Share Purchase Plan (the “ESPP”).

In June 2018, the shareholders of the Company approved the 2018 ESPP.

Initially, 3,500,000 ordinary shares of the Company were reserved for issuance under the ESPP.

5 unchanged sentences

The following tables summarizes the shares issued under the ESPP:

Market Price 1

Number of Ordinary Shares Issued Market Price 1

Purchase Price 2

Issuance Date Number of Ordinary Shares Issued ADS Ordinary ADS Ordinary Proceeds

Issuance Date ADS Ordinary ADS Ordinary Proceeds

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

7 unchanged sentences

As of December 31, 2025, 3,179,780 ordinary shares were available for future issuance under the ESPP.

BEIGENE, LTD.

Share options

Generally, share options have a contractual term of 10 years and vest over a three - to five-year period, with the first tranche vesting one calendar year after the grant date or the service relationship start date and the remainder of the awards vesting on a monthly basis thereafter.

Restricted shares and restricted share units generally vest over a four-year period, with the first tranche vesting one calendar year after the grant date or the service relationship start date and the remainder of the awards vesting on a yearly basis thereafter, or sometimes vest upon the achievement of pre-specified performance conditions.

BEONE MEDICINES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

3 unchanged sentences

except for number of shares and per share data)

Share options

The following table summarizes the Company’s share option activities under the 2011, 2016 and 2018 Plans:

The following table summarizes the Company’s share option activities during the year ended December 31, 2025 under the 2011, 2016 and 2018 Plans:

Options Weighted

8 unchanged sentences

Outstanding at December 31, 2025 48,232,711 12.46 5.03 537,801

Granted 9,817,925 16.37 8.14

Exercised ( 6,974,331 ) 4.54 92,051

Forfeited ( 1,225,334 ) 17.60

Outstanding at December 31, 2023 78,145,113 9.06

Granted 9,180,301 12.53 6.62

Exercised ( 6,812,624 ) 3.87 69,946

Forfeited ( 2,530,134 ) 15.87

Outstanding at December 31, 2024 77,982,656 9.70 4.83 429,581

Exercisable as of December 31, 2025 37,198,441 11.67 4.09 446,954

10 unchanged sentences

Treasury Bills yield curve in effect at the time of grant.

BEIGENE, LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2024, 2023 AND 2022

(Amounts in thousands of U.S.

Dollar (“$”) and Renminbi (“RMB”),

except for number of shares and per share data)

The following table presents the range of fair values and the assumptions used to estimate those fair values of the share options granted in the years presented:

11 unchanged sentences

Contractual life 10 years 10 years 10 years

BEONE MEDICINES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023

(Amounts in thousands of U.S.

Dollar (“$”) and Renminbi (“RMB”),

except for number of shares and per share data)

Restricted share units

The following table summarizes the Company’s restricted share unit activities under the 2016 and 2018 Plans:

The following table summarizes the Company’s restricted share unit activities during the year ended December 31, 2025 under the 2016 and 2018 Plans:

of Shares Weighted-Average

5 unchanged sentences

Outstanding at December 31, 2025 77,080,692 15.84

Granted 34,573,994 15.57

Vested ( 17,862,598 ) 14.71

Forfeited ( 5,707,546 ) 15.47

Expected to vest at December 31, 2025 64,747,781 15.84

As of December 31, 2025, the unrecognized compensation cost related to unvested restricted share units expected to vest was $ 899,790 .

This unrecognized compensation will be recognized over an estimated weighted-average amortization period of 2.7 years.

Performance share units

The following table summarizes the Company’s performance share unit activities during the year ended December 31, 2025 under the 2016 Plan:

of Shares Weighted-Average

Grant Date Fair Value

Outstanding at December 31, 2024 2,176,551 12.37

Granted 1,876,056 20.38

Vested ( 21,251,477 ) 15.53

Performance adjustments 1

151,567 12.34

Forfeited ( 269,542 ) 13.09

1 unchanged sentence

Expected to vest at December 31, 2025 3,305,091 16.14

As of December 31, 2024, the unrecognized compensation cost related to unvested restricted share units expected to vest was $ 801,403 .

The amount shown represents performance adjustments related primarily to the performance-based awards granted during the year ended December 31, 2024.

As of December 31, 2025, the unrecognized compensation cost related to unvested performance share units expected to vest was $ 38,878 .

This unrecognized compensation will be recognized over an estimated weighted-average amortization period of 1.9 years.

BEONE MEDICINES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023

(Amounts in thousands of U.S.

Dollar (“$”) and Renminbi (“RMB”),

except for number of shares and per share data)

Share-based compensation expense

5 unchanged sentences

Total 510,247 441,793 367,588

BEIGENE, LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2024, 2023 AND 2022

(Amounts in thousands of U.S.

Dollar (“$”) and Renminbi (“RMB”),

except for number of shares and per share data)

Accumulated Other Comprehensive (Loss) Income

Accumulated Other Comprehensive Loss

The movement of accumulated other comprehensive (loss) income was as follows:

Foreign Currency

Adjustments Unrealized

Gains/Losses on

Available-for-Sale

Securities Pension Liability Adjustments Total

December 31, 2022 ( 62,523 ) ( 9,011 ) ( 5,883 ) ( 77,417 )

Other comprehensive income (loss) before reclassifications ( 25,464 ) 9,046 ( 6,422 ) ( 22,840 )

Amounts reclassified from accumulated other comprehensive loss 1

Net-current period other comprehensive (loss) income ( 25,464 ) 9,046 ( 5,611 ) ( 22,029 )

Adjustments Other Adjustments Total

December 31, 2023 ( 87,987 ) ( 11,459 ) ( 99,446 )

3 unchanged sentences

December 31, 2024 ( 135,552 ) ( 13,436 ) ( 148,988 )

Other comprehensive income before reclassifications 69,300 591 69,891

Amounts reclassified from accumulated other comprehensive loss 1

Net-current period other comprehensive income 69,300 1,504 70,804

December 31, 2025 ( 66,252 ) ( 11,932 ) ( 78,184 )

1 The amounts reclassified from accumulated other comprehensive (loss) income were included in other (expense) income, net in the consolidated statements of operations.

BEONE MEDICINES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023

(Amounts in thousands of U.S.

Dollar (“$”) and Renminbi (“RMB”),

except for number of shares and per share data)

Shareholders’ Equity

During the years ended December 31, 2024, 2023 and 2022, the Company completed the following equity transactions:

During the three years ended December 31, 2025, the Company completed the following equity transactions:

BMS Settlement

9 unchanged sentences

The Company recorded the amount of the cancelled shares in excess of par to additional paid-in capital.

BEIGENE, LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2024, 2023 AND 2022

(Amounts in thousands of U.S.

Dollar (“$”) and Renminbi (“RMB”),

except for number of shares and per share data)

Restricted Net Assets

10 unchanged sentences

As of December 31, 2025 and 2024, amounts restricted were the net assets of the Company’s PRC subsidiaries, which, after intercompany eliminations, amounted to $ 2,012,019 and $ 1,709,961 , respectively.

BEONE MEDICINES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023

(Amounts in thousands of U.S.

Dollar (“$”) and Renminbi (“RMB”),

except for number of shares and per share data)

Employee Benefit Plans

1 unchanged sentence

Full-time employees of the Company in the PRC participate in a government mandated defined contribution plan, pursuant to which certain pension benefits, medical care, employee housing fund and other welfare benefits are provided to employees.

Chinese labor regulations require that the Company’s PRC subsidiaries make contributions to the government for these benefits based on certain percentages of the employees’ salaries.

The Company has no legal obligation for the benefits beyond the contributions made.

Chinese labor regulations require that the Company’s PRC subsidiaries make contributions to the PRC government for these benefits based on certain percentage of employees’ salaries.

The Company has no legal obligation for such benefits beyond the contributions made.

The total amounts for such employee benefits, which were expensed as incurred, were $ 107,246 , $ 101,779 and $ 94,358 for the years ended December 31, 2025, 2024 and 2023, respectively.

1 unchanged sentence

The 401(k) Plan covers all U.S.

employees, and allows participants to defer a portion of their annual compensation on a pretax or Roth basis.

In addition, the Company has a matching contribution to the 401(k) Plan, which, in the 2024 plan year, matched dollar for dollar of eligible contributions up to 6 %.

employees and allows participants to defer a portion of their annual compensation on a pre-tax, Roth or non-Roth after-tax basis.

In addition, the Company has a matching contribution to the 401(k) Plan, matched dollar for dollar of eligible contributions up to 6 % in the 2025 plan year.

Company contributions to the 401(k) Plan totaled $ 24,494 , $ 20,839 and $ 15,316 in the years ended December 31, 2025, 2024 and 2023, respectively.

The Company maintains a government mandated program to cover its employees in Switzerland for pension, death, or disability.

The program is considered a defined contribution plan.

The Company maintains a government mandated program to cover its employees in Switzerland for pension, death, and disability.

The program is considered a defined contribution plan under U.S.

Employer and employee contributions are made based on various percentages of salaries and wages that vary based on employee age and other factors.

1 unchanged sentence

Company contributions into defined contribution plans for the remaining subsidiaries were immaterial.

BEIGENE, LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2024, 2023 AND 2022

(Amounts in thousands of U.S.

Dollar (“$”) and Renminbi (“RMB”),

except for number of shares and per share data)

Defined Benefit Plan

The Company maintains a defined benefit pension plan covering its employees in Switzerland (the “Swiss Plan”).

This plan is a government mandated fund that provides benefits to employees upon retirement, death, or disability.

The Company maintains a defined benefit pension plan covering its employees in Switzerland (the “Swiss Pension Plan”).

The Swiss Pension Plan is a government mandated fund that provides benefits to employees upon retirement, death, or disability.

Contributions are made based on various percentages of participants’ salaries and wages determined based on participants’ age and other factors.

As of December 31, 2024 and 2023, the projected benefit obligations under the Swiss Plan were approximately $ 80,199 and $ 70,600 , respectively, and plan assets were approximately $ 63,794 and $ 55,605 , respectively.

The funded status of the Swiss Plan is included in other long-term liabilities in the accompanying consolidated balance sheets.

The Company’s annual contribution to the Swiss Plan is estimated to be approximately $ 3,922 in 2025 and is expected to evolve thereafter proportionally with changes in staffing and compensation levels, actuarial assumptions and actual investment returns on plan assets.

The following table reflects the total expected benefit payments to Swiss Plan participants in the following 10 years and have been estimated based on the same assumptions used to measure the Company’s benefit obligations as of December 31, 2024:

As of December 31, 2025 and 2024, the projected benefit obligations under the Swiss Pension Plan were approximately $ 105,538 and $ 80,199 , respectively, and the Swiss Pension Plan assets were approximately $ 87,368 and $ 63,794 , respectively.

The funded status of the Swiss Pension Plan is included in other long-term liabilities in the accompanying consolidated balance sheets.

The Company’s annual contribution to the Swiss Pension Plan is estimated to be approximately $ 4,540 in 2026 and is expected to evolve thereafter proportionally with changes in staffing and compensation levels, actuarial assumptions and actual investment returns on plan assets.

The following table reflects the total expected benefit payments to Swiss Pension Plan participants in the upcoming 10 years and have been estimated based on the same assumptions used to measure the Company’s benefit obligations as of December 31, 2025:

Year ending December 31, 2026 5,766

4 unchanged sentences

Thereafter 29,271

BEONE MEDICINES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023

(Amounts in thousands of U.S.

Dollar (“$”) and Renminbi (“RMB”),

except for number of shares and per share data)

Commitments and Contingencies

Purchase Commitments

As of December 31, 2024, the Company had purchase commitments amounting to $ 131,944 , of which $ 32,538 related to minimum purchase requirements for supply purchased from contract manufacturing organizations and $ 99,406 related to binding purchase order obligations of inventory from Amgen.

As of December 31, 2025, the Company had purchase commitments amounting to $ 205,175 , of which $ 24,921 related to non-utilization fees and minimum purchase requirements for supply purchased from contract manufacturing organizations and $ 180,254 related to binding purchase order obligations of inventory from Amgen.

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

6 unchanged sentences

Funding Commitment

The Company had committed capital related to two equity method investments in the amount of $ 15,053 .

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

As of December 31, 2025, the remaining capital commitment was $ 5,241 and is expected to be paid from time to time over the investment period.

BEIGENE, LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2024, 2023 AND 2022

(Amounts in thousands of U.S.

Dollar (“$”) and Renminbi (“RMB”),

except for number of shares and per share data)

Other Business Agreements

11 unchanged sentences

Its chief operating decision maker is the Chief Executive Officer, who makes operating decisions, assesses performance, and allocates resources on a consolidated basis.

The primary measure of segment profitability for the Company’s operating segment is considered to be consolidated net loss.

Significant segment expenses reviewed by the CODM on a regular basis included within net 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 loss include interest income, net, other (expense) income, net and income tax expense.

The primary measure of segment profitability for the Company’s operating segment is considered to be consolidated net income (loss).

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, interest expense, 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.

BEONE MEDICINES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023

(Amounts in thousands of U.S.

Dollar (“$”) and Renminbi (“RMB”),

except for number of shares and per share data)

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

Total net revenues by geographic area are presented as follows:

3 unchanged sentences

Product revenue 2,841,246 1,950,530 945,551

Collaboration revenue 6,968 182,668 112,916

Other revenue 39,078 6,968 182,668

China- total revenue 1,679,531 1,411,307 1,101,951

Product revenue 1,659,363 1,390,699 1,093,091

Collaboration revenue 20,608 8,860 —

Other revenue 20,168 20,608 8,860

Europe- total revenue 611,369 362,626 202,014

Product revenue 609,643 359,507 122,228

Collaboration revenue 3,119 79,786 48,393

Other revenue 1,726 3,119 79,786

Rest of world- total revenue 171,809 78,810 26,595

Product revenue 171,809 78,810 28,982

Collaboration revenue — ( 2,387 ) —

Other revenue — — ( 2,387 )

Total Revenue 5,343,033 3,810,241 2,458,779

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-K

Item 8. Financial Statements and Supplementary Data