What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-02-26 compared with 2025-02-27 · 93 added, 66 removed, 267 unchanged (37% of the section changed)

18 unchanged sentences

Not applicable.

There were no trading arrangements for the purchase or sale of our securities entered into, modified or terminated by our directors or officers during the fourth quarter of 2024.

The following table describes for the fourth quarter ended December 31, 2025 each trading arrangement for the purchase or sale of the Company’s securities adopted , modified or terminated by our directors and officers that is either (1) a contract, instruction or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c), or a “Rule 10b5-1 trading arrangement,” or (2) a “non-Rule 10b5-1 trading arrangement” (as defined in Item 408(c) of Regulation S-K):

Name ( Title )

Action Taken ( Date of Action )

Type of Trading Arrangement Nature of Trading Arrangement Duration of Trading Arrangement Aggregate Number of Securities

( President, Chief Operating Officer )

( November 7, 2025 )

Rule 10b5-1 trading arrangement Sale Through February 26, 2027

Up to 30,000 ADSs

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

34 unchanged sentences

Schedule I - Condensed Financial Information of Registrant

BeiGene, Ltd.

BeOne Medicines Ltd.

Financial Information of Parent Company

6 unchanged sentences

Research and development 29,372 427,129 381,854

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

Selling, general and administrative 69,530 357,103 304,543

Total operating expenses ( 2,193 ) 711,006 631,103

Loss from operations ( 711,006 ) ( 631,103 ) ( 865,953 )

Interest income, net 3,101 48,982 39,585

Income (loss) from operations 2,193 ( 711,006 ) ( 631,103 )

Interest (expense) income, net ( 20,887 ) 3,101 48,982

Other income (expense), net 305,686 63,522 ( 297,856 )

Loss before income taxes ( 644,383 ) ( 879,977 ) ( 1,999,674 )

Income (loss) before income taxes 286,992 ( 644,383 ) ( 879,977 )

Income tax expense 59 403 1,731

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

BeiGene, Ltd.

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

BeOne Medicines Ltd.

Financial Information of Parent Company

4 unchanged sentences

2025 2024 2023

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

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

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

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

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

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

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

BeiGene, Ltd.

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

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

BeOne Medicines Ltd.

Financial Information of Parent Company

15 unchanged sentences

Indebtedness to subsidiaries 253,194 —

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

Short-term debt 9,063 762,146

Total current liabilities 581,417 1,186,257

Long-term debt 836,369 —

Research and development cost share liability, non-current portion — 54,286

Other long-term liabilities 52,288 3,714

2 unchanged sentences

Total liabilities and shareholders’ equity 5,831,268 4,576,480

BeiGene, Ltd.

BeOne Medicines Ltd.

Financial Information of Parent Company

5 unchanged sentences

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 used in operating activities:

Acquired in-process research and development — — 15,000

3 unchanged sentences

Changes in operating assets and liabilities:

Prepaid expenses and other current assets 1,053 30,519 6,671

Prepaid expenses and other assets 27,544 1,053 30,519

Accrued expenses and other payables 56,259 627,307 ( 140,126 )

1 unchanged sentence

Cash flows from investing activities:

Purchases of short-term investments — ( 2,075 ) ( 1,485 )

Proceeds from sale or maturity of short-term investments 954 2,628 552,000

Purchase of in-process research and development — ( 15,000 ) ( 75,000 )

Loans to subsidiaries — ( 442,917 ) ( 53,100 )

Repayments from subsidiaries 279,031 423,532 252,662

Investment in subsidiaries ( 173,429 ) ( 406,624 ) ( 883,328 )

Other investing activities ( 9,670 ) ( 17,735 ) ( 27,981 )

Net cash used in investing activities ( 441,116 ) ( 159,747 ) ( 1,186,361 )

Net cash provided by (used in) investing activities 96,886 ( 441,116 ) ( 159,747 )

Cash flows from financing activities:

Proceeds from long-term loan 850,586 — —

Proceeds from short-term loans 139,453 813,058 547,842

1 unchanged sentence

Proceeds from option exercises and employee share purchase plan 196,281 45,371 55,712

Other financing activities ( 47,587 ) — —

Net cash provided by financing activities 244,746 264,531 310,552

Effect of foreign exchange rate changes, net 6,228 ( 4,356 ) —

Net decrease in cash, cash equivalents, and restricted cash ( 324,413 ) ( 1,017,823 ) ( 1,972,813 )

Net increase (decrease) in cash, cash equivalents, and restricted cash 214,282 ( 324,413 ) ( 1,017,823 )

Cash, cash equivalents, and restricted cash, beginning of year 400,135 724,548 1,742,371

2 unchanged sentences

The condensed financial information has been prepared using the same accounting policies as set out in the consolidated financial statements.

For purposes of this condensed financial information, BeiGene, Ltd.

For purposes of this condensed financial information, BeOne Medicines Ltd.

(the “Parent Company”)’s investments in its wholly owned and majority owned subsidiaries are recorded under the equity method of accounting in accordance with ASC 323.

3 unchanged sentences

As of December 31, 2025, the Parent Company had a remaining capital commitment of $ 4,350 on an equity investment which is expected to be paid from time to time over the investment period.

The Parent Company has unconditionally guaranteed the payment and performance of the obligations of BeiGene Switzerland GmbH in accordance with the terms of the global strategic oncology collaboration with Amgen Inc.

The Parent Company has unconditionally guaranteed the payment and performance of the obligations of BeOne Medicines I GmbH in accordance with the terms of the global strategic oncology collaboration with Amgen Inc.

No amounts have been recognized related to this guarantee.

6 unchanged sentences

Herein from Form or Schedule Filing Date SEC File/

3.1 Seventh Amended and Restated Memorandum and Articles of Association of the Registrant, as currently in effect

3.1 Articles of Association of BeOne Medicines Ltd., effective May 27, 2025.

(Exhibit 3.1) 5/27/2025 000-56752

4.1 .1 Deposit Agreement dated February 5, 2016 by and among the Company, the Depositary and holders of the American Depositary Receipts

3.2 Organizational Regulations of BeOne Medicines Ltd., effective May 27, 2025.

(Exhibit 3.2) 5/27/2025 000-56752

.2 Amendment No.

1 to Deposit Agreement, dated April 11, 2016, by and among the Registrant, Citibank, N.A.

and holders of the American Depositary Receipts

4.1 .1 Amended and Restated Deposit Agreement, dated May 27, 2025, by and between the Company and Citibank, N.A., and the Form of American Depositary Receipt thereunder.

(Exhibit 4.1.1) 5/27/2025 000-56752

.3 Letter Agreement, dated as of July 11, 2016, between the Registrant and Citibank, N.A.

.2 Amended and Restated Restricted ADS Letter Agreement, dated May 27, 2025, by and between the Company and Citibank, N.A.

(Exhibit 4.1.3) 5/27/2025 000-56752

.4 Form of Letter Agreement between the Registrant and Citibank, N.A.

.3 Amended and Restated Letter Agreement, dated May 27, 2025, by and between the Company and Citibank, N.A.

(Exhibit 4.1.4) 5/27/2025 000-56752

4.2 Form of American Depositary Receipt (included in Exhibit 4.1.1)

4.3 Specimen Certificate for Ordinary Shares

.4 Amended and Restated Supplemental Letter Agreement, dated May 27, 2025, by and between the Company and Citibank, N.A.

(Exhibit 4.1.5) 5/27/2025 000-56752

4.2 Form of American Depositary Receipt under the Amended and Restated Deposit Agreement (included in Exhibit 4.1.1)

(Exhibit 4.1.2) 5/27/2025 000-56752

4.3 .1 Registration Rights Agreement, dated as of November 16, 2016, by and among the Registrant and the investors named therein

32 unchanged sentences

(Exhibit 10.1) 5/4/2023 001-37686

.4 Letter Agreement, dated May 9, 2025, regarding the Collaboration Agreement, dated October 31, 2019, by and between BeiGene Switzerland GmbH and Amgen Inc.

(Exhibit 10.19) 8/6/2025 001-37686

.5## Waiver under Collaboration Agreement, dated August 11, 2025, by and between the Registrant, BeOne Medicines I GmbH, and Amgen Inc.

(Exhibit 10.2) 11/6/2025 001-37686

.6## Waiver under Collaboration Agreement, dated October 1, 2025, by and between the Registrant, BeOne Medicines I GmbH, and Amgen Inc.

.7## Third Amendment to Collaboration Agreement, dated October 31, 2025, by and among the Registrant, BeOne Medicines I GmbH and Amgen Inc.

.8## Fourth Amendment to Collaboration Agreement, dated November 11, 2025, by and among the Registrant, BeOne Medicines I GmbH and Amgen Inc.

10.5 Guarantee, dated October 31, 2019, by and between the Registrant and Amgen Inc.

1 unchanged sentence

Equity and Other Compensation Plans

10.6† 2011 Option Plan, as amended and form of option agreements thereunder

10.6† 2011 Option Plan, as amended and form of option agreement thereunder

1 to Registration Statement on Form S-8

(Exhibit 99.1) 5/27/2025 333-279980

10.7† .1† Third Amended and Restated 2016 Share Option and Incentive Plan

10.7† .1† Fourth Amended and Restated 2016 Share Option and Incentive Plan

1 to Registration Statement on Form S-8

(Exhibit 99.2.1) 5/27/2025 333-279980

.2† Form of Global Performance Share Unit Award Agreement for Employees under the Third Amended and Restated 2016 Share Option and Incentive Plan

.2† Form of Global Performance Share Unit Award Agreement for Employees under the Fourth Amended and Restated 2016 Share Option and Incentive Plan

1 to Registration Statement on Form S-8

(Exhibit 99.2.2) 5/27/2025 333-279980

.3† Form of Global Restricted Share Unit Award Agreement for Non-Employee Directors under the Third Amended and Restated 2016 Share Option and Incentive Plan

.3† Form of Global Restricted Share Unit Award Agreement for Non-Employee Directors under the Fourth Amended and Restated 2016 Share Option and Incentive Plan

1 to Registration Statement on Form S-8

(Exhibit 99.2.3) 5/27/2025 333-279980

.4† Form of Global Restricted Share Unit Award Agreement for Employees under the Third Amended and Restated 2016 Share Option and Incentive Plan

Exhibit Description Filed/ Furnished

Herewith Incorporated by Reference

Herein from Form or Schedule Filing Date SEC File/

.4† Form of Global Restricted Share Unit Award Agreement for Employees under the Fourth Amended and Restated 2016 Share Option and Incentive Plan

1 to Registration Statement on Form S-8

(Exhibit 99.2.4) 5/27/2025 333-279980

.5† Form of Global Restricted Share Unit Award Agreement for Consultants under the Third Amended and Restated 2016 Share Option and Incentive Plan

.5† Form of Global Restricted Share Unit Award Agreement for Consultants under the Fourth Amended and Restated 2016 Share Option and Incentive Plan

1 to Registration Statement on Form S-8

(Exhibit 99.2.5) 5/27/2025 333-279980

.6† Form of Global Non-Qualified Share Option Agreement for Employees under the Third Amended and Restated 2016 Share Option and Incentive Plan

.6† Form of Global Non-Qualified Share Option Agreement for Employees under the Fourth Amended and Restated 2016 Share Option and Incentive Plan

1 to Registration Statement on Form S-8

(Exhibit 99.2.6) 5/27/2025 333-279980

1 unchanged sentence

(Exhibit 10.9) 8/2/2023 001-37686

.8† Form of Global Non-Qualified Share Option Agreement for Non-Employee Consultants under the Third Amended and Restated 2016 Share Option and Incentive Plan

.8† Form of Global Non-Qualified Share Option Agreement for Non-Employee Consultants under the Fourth Amended and Restated 2016 Share Option and Incentive Plan

1 to Registration Statement on Form S-8

(Exhibit 99.2.8) 5/27/2025 333-279980

10.8† Fourth Amended and Restated 2018 Employee Share Purchase Plan

10.8† Fifth Amended and Restated 2018 Employee Share Purchase Plan

(Exhibit 10.18) 8/6/2025 001-37686

1 unchanged sentence

(Exhibit 10.19) 1/19/2016 333-207459

10.10† Independent Director Compensation Policy, as amended

10.10† Independent Non-Executive Director Compensation Policy, as amended

1 to Registration Statement on Form S-4

(Exhibit 10.10)

Exhibit Description Filed/ Furnished

Herewith Incorporated by Reference

Herein from Form or Schedule Filing Date SEC File/

5/27/2025 333-281324

Agreements with Executive Officers and Directors

1 unchanged sentence

(Exhibit 10.6) 5/27/2025 000-56752

10.12† Employment Agreement, dated April 25, 2017, by and between the Registrant and John V.

(Exhibit 10.1) 4/26/2017 001-37686

10.13 .1† Executive Employment Agreement, dated April 28, 2018, by and between BeiGene (Beijing) Co., Ltd.

and Xiaobin Wu

10.12† Executive Employment Agreement, effective May 27, 2025, by and between BeOne Medicines USA, Inc.

(Exhibit 10.1) 5/27/2025 000-56752

.2† Amended and Restated Employment Apportionment Agreement, dated June 16, 2023, by and between BeiGene (Beijing) Co., Limited, BeiGene Guangzhou Biologics Manufacturing Co., Ltd., BeiGene Pharmaceutical (Shanghai) Co., Ltd.

10.13† Executive Employment Agreement, effective May 27, 2025, by and between BeOne Medicines (Beijing) Co., Ltd.

and Xiaobin Wu.

(Exhibit 10.2) 5/27/2025 000-56752

10.14† Separation and Transition Agreement, dated July 17, 2024, by and between the Registrant and Julia Wang

(Exhibit 10.4) 8/7/2024 001-37686

10.15† Consulting Agreement, dated December 7, 2023, by and between the Registrant and Xiaodong Wang

(Exhibit 10.16) 2/26/2024 001-37686

10.16† Employment Agreement, dated December 30, 2021, by and between BeiGene (Shanghai) Co., Ltd.

(Exhibit 10.20) 2/28/2022 001-37686

10.17† Offer Letter, dated June 10, 2022, by and between the Registrant and Chan Lee

10.14† Executive Employment Agreement, effective May 27, 2025, by and between BeOne Medicines USA, Inc.

and Aaron Rosenberg.

(Exhibit 10.3) 5/27/2025 000-56752

10.18† Consulting Agreement, dated January 23, 2024, by and between the Registrant and Thomas Malley

10.15† Consulting Agreement, effective May 27, 2025, by and between BeOne Medicines USA, Inc.

and Xiaodong Wang.

(Exhibit 10.7) 5/27/2025 000-56752

10.19† Offer Letter, effective July 22, 2024, by and between the Registrant and Aaron Rosenberg

10.16† Executive Employment Agreement, effective May 27, 2025, by and between BeOne Medicines (Shanghai) Co., Ltd.

and Lai Wang.

(Exhibit 10.4) 5/27/2025 000-56752

2 unchanged sentences

Herein from Form or Schedule Filing Date SEC File/

Other Agreements

10.20 Facility Agreement, dated as of December 9, 2024, by and between the Registrant and China Merchants Bank Co., Ltd.

10.17† Executive Employment Agreement, effective May 27, 2025, by and between BeOne Medicines USA, Inc.

and Chan Lee.

(Exhibit 10.5) 5/27/2025 000-56752

Other Agreements

10.18## Settlement and Termination Agreement, dated as of August 1, 2023, by and between the Registrant, BeiGene Switzerland GmbH, Bristol-Myers Squibb Company, Celgene Corporation, Celgene Switzerland LLC, Celgene Kappa Holdings LLC, Celgene Holdings East Corporation and Celgene Logistics Sàrl

3 unchanged sentences

10.20 Second Amendment to the Settlement and Termination Agreement, dated as of December 4, 2024, by and between the Registrant, BeiGene Switzerland GmbH, Bristol-Myers Squibb Company, Celgene Corporation, Celgene Switzerland LLC, Celgene Kappa Holdings LLC, Celgene Holdings East Corporation and Celgene Logistics Sàrl

19.1 Insider Trading Policy

(Exhibit 10.23) 2/27/2025 001-37686

10.21## Royalty Purchase Agreement, dated August 25, 2025, by and between the Registrant, BeOne Medicines I GmbH, and Royalty Pharma Investments 2023 ICAV

(Exhibit 10.1) 11/6/2025 001-37686

10.22## Facilities Agreement, dated November 14, 2025, by and among the Registrant, as borrower, certain subsidiaries of the Registrant listed in the Facilities Agreement, as guarantors, The Hongkong and Shanghai Banking Corporation Limited, as global coordinator, original mandated lead arranger and bookrunner, agent and security agent, and certain financial institutions listed in the Facilities Agreement, as lenders

19.1 Insider Trading Policy

19.2 Special Trading Procedures for Insiders

3 unchanged sentences

31.2 Certification of Principal Financial Officer pursuant to Rule 13a‑14(a) and Rule 15d‑14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes‑Oxley Act of 2002

Exhibit Description Filed/ Furnished

Herewith Incorporated by Reference

Herein from Form or Schedule Filing Date SEC File/

32.1* Certification of Principal Executive Officer and Principle Financial Officer pursuant to 18 U.S.C.

1 unchanged sentence

97 Compensation Recovery Policy

(Exhibit 97) 2/26/2024 001-37686

99.1 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

101.INS Inline XBRL Instance Document - the instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document

Exhibit Description Filed/ Furnished

Herewith Incorporated by Reference

Herein from Form or Schedule Filing Date SEC File/

101.SCH Inline XBRL Taxonomy Extension Schema Document X

8 unchanged sentences

Pursuant to the requirements of the Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Form 10‑K to be signed on its behalf by the undersigned, thereunto duly authorized.

BEIGENE, LTD.

BEONE MEDICINES LTD.

February 26, 2026 By:

10 unchanged sentences

Aaron Rosenberg (Principal Financial Officer)

/s/ TITUS BALL Chief Accounting Officer February 26, 2026

Titus Ball (Principal Accounting Officer)

/s/ OLIVIER BRANDICOURT Director February 26, 2026

19 unchanged sentences

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

What changed 10-K

Item 9A. Controls and Procedures