What changed in this filing

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Item 1. Financial Statements

2026-08-05 compared with 2026-05-06 · 192 added, 115 removed, 578 unchanged (35% of the section changed)

4 unchanged sentences

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

Three Months Ended

Three Months Ended Six Months Ended

June 30, June 30,

Note 2026 2025 2026 2025

11 unchanged sentences

Interest expense ( 39,739 ) ( 7,995 ) ( 72,626 ) ( 14,997 )

Other income, net 14,536 3,950

Other (expense) income, net ( 749 ) 8,167 13,787 12,117

Income before income taxes 312,459 99,549 571,674 120,449

16 unchanged sentences

Dollars (“$”))

Three Months Ended

Three Months Ended Six Months Ended

June 30, June 30,

2026 2025 2026 2025

Net income 237,007 94,320 464,364 95,590

8 unchanged sentences

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

March 31, December 31,

June 30, December 31,

Note 2026 2025

33 unchanged sentences

Ordinary shares, $ 0.0001 par value per share;

1,540,975,898 and 1,540,975,898 shares issued and 1,444,479,378 and 1,441,075,618 shares outstanding as of March 31, 2026 and December 31, 2025, respectively

1,540,975,898 and 1,540,975,898 shares issued and 1,469,278,815 and 1,441,075,618 shares outstanding as of June 30, 2026 and December 31, 2025, respectively

Additional paid-in capital 13,054,760 12,759,137

8 unchanged sentences

Dollars (“$”))

Three Months Ended March 31,

Six Months Ended June 30,

Note 2026 2025

4 unchanged sentences

Share-based compensation expenses 13 260,760 246,287

Acquired in-process research and development 20,518 500

Amortization of research and development cost share liability 3 ( 58,163 ) ( 45,569 )

Non-cash interest expense 21,096 —

Other items, net 14,412 15,128

9 unchanged sentences

Purchases of property, plant and equipment ( 68,265 ) ( 100,233 )

Purchase of intangible assets — ( 20,000 )

Proceeds from sale or maturity of investments 5,872 1,800

7 unchanged sentences

Repayment of sale of future royalties liability 4 ( 2,556 ) —

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

Proceeds from option exercises and employee share purchase plan 34,923 96,503

Other financing activities ( 3,300 ) —

Net cash provided by (used in) financing activities 68,632 ( 33,777 )

Net cash provided by financing activities 62,578 1,248

Effect of foreign exchange rate changes, net 39,156 26,957

Net increase (decrease) in cash, cash equivalents, and restricted cash 243,778 ( 108,156 )

Net increase in cash, cash equivalents, and restricted cash 671,027 147,339

Cash, cash equivalents, and restricted cash at beginning of period 4,609,647 2,638,747

4 unchanged sentences

Long-term restricted cash 21,587 14,228

Income taxes (refunded)/paid ( 2,737 ) 9,321

Income taxes paid 67,860 77,033

Interest expense paid 26,320 24,018

19 unchanged sentences

Balance at March 31, 2026 1,540,975,898 ( 96,496,520 ) 1,444,479,378 144 12,906,326 ( 53,482 ) ( 8,092,546 ) 4,760,442

Exercise of options, ESPP and release of RSUs — 24,799,437 24,799,437 3 11,029 — — 11,032

Share-based compensation — — — — 137,405 — — 137,405

Other comprehensive income — — — — — 28,112 — 28,112

Net income — — — — — — 237,007 237,007

Balance at June 30, 2026 1,540,975,898 ( 71,697,083 ) 1,469,278,815 147 13,054,760 ( 25,370 ) ( 7,855,539 ) 5,173,998

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

5 unchanged sentences

Balance at March 31, 2025 1,403,281,823 — 1,403,281,823 140 12,247,260 ( 142,321 ) ( 8,605,566 ) 3,499,513

Issuance of shares reserved for share option exercises 1

109,306,902 ( 112,772,594 ) ( 3,465,692 ) — — — — —

Exercise of options, ESPP and release of RSUs 28,387,173 — 28,387,173 3 32,730 — — 32,733

Share-based compensation — — — — 150,809 — — 150,809

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

Other comprehensive income — — — — — 28,623 — 28,623

Net income — — — — — — 94,320 94,320

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

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.

16 unchanged sentences

Basis of presentation and consolidation

The accompanying condensed consolidated balance sheet as of March 31, 2026, the condensed consolidated statements of operations and comprehensive income for the three months ended March 31, 2026 and 2025, the condensed consolidated statements of cash flows for the three months ended March 31, 2026 and 2025, and the condensed consolidated statements of shareholders’ equity for the three months ended March 31, 2026 and 2025, and the related footnote disclosures are unaudited.

The accompanying condensed consolidated balance sheet as of June 30, 2026, the condensed consolidated statements of operations and comprehensive income for the three and six months ended June 30, 2026 and 2025, the condensed consolidated statements of cash flows for the six months ended June 30, 2026 and 2025, and the condensed consolidated statements of shareholders’ equity for the three and six months ended June 30, 2026 and 2025, and the related footnote disclosures are unaudited.

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

3 unchanged sentences

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

Results of operations for the three months ended March 31, 2026 are not necessarily indicative of the results expected for the full fiscal year or for any future annual or interim period.

Results of operations for the three and six months ended June 30, 2026 are not necessarily indicative of the results expected for the full fiscal year or for any future annual or interim period.

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

2 unchanged sentences

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

Areas where management uses subjective judgment include, but are not limited to, estimating the useful lives of long-lived assets, estimating variable consideration in product sales and collaboration revenue arrangements, 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.

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 subsequent measurement of certain long-lived assets, initial measurement and recognition of share-based compensation expenses, realizability of deferred tax assets, estimating uncertain tax positions, subsequent measurement of inventory, estimating the allowance for credit losses, measurement of right-of-use assets and lease liabilities, estimates related to the cost of accrued research and development activities, estimates related to the interest cost component of the sale of future royalty liability and the measuring at fair value of financial instruments.

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

1 unchanged sentence

Recent accounting pronouncements

New accounting standards which have been adopted

In September 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-07, Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606):

Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract.

This update adds a new exception for contracts that are not traded on exchange that contain an underlying based on operations or activities specific to one of the parties to the contract, regardless of whether the operations or activities are within the company’s control.

The ASU also clarifies that an entity should apply the guidance in Topic 606 to a contract with share-based noncash consideration (for example, shares, share options, or other equity instruments) from a customer for the transfer of goods or services.

ASU 2025-07 is effective for fiscal years beginning after December 15, 2026, and interim reporting periods within those fiscal years, with early adoption permitted.

The Company adopted the amendments to Topic 815 on a prospective basis, effective January 1, 2026.

There was no material impact to the Company’s financial position or results of operations for prior transactions.

The impact in subsequent periods will be dependent upon the nature of future business development activities.

New accounting standards which have not yet been adopted

In December 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-10, Government Grants (Topic 832):

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.

25 unchanged sentences

Significant accounting policies

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

There have been no material changes to the Company’s significant accounting policies as of and for the three months ended March 31, 2026, as compared to the significant accounting policies described in the Annual Report.

There have been no material changes to the Company’s significant accounting policies as of and for the six months ended June 30, 2026, as compared to the significant accounting policies described in the Annual Report.

Fair Value Measurements

8 unchanged sentences

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

The following tables present the Company’s financial assets and liabilities measured and recorded at fair value on a recurring basis using the above input categories as of March 31, 2026 and December 31, 2025:

The following tables present the Company’s financial assets and liabilities measured and recorded at fair value on a recurring basis using the above input categories as of June 30, 2026 and December 31, 2025:

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

As of March 31, 2026 (Level 1) (Level 2) (Level 3)

As of June 30, 2026 (Level 1) (Level 2) (Level 3)

Cash equivalents

1 unchanged sentence

Other non-current assets (Note 5):

Equity securities with readily determinable fair values — 2 —

Convertible debt instrument — — 6,474

15 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 income, net.

The Company recorded net gains on fair value adjustment of $ 79 and $ 1,136 for the three months ended March 31, 2026 and 2025, respectively.

The Company recorded net gains on fair value adjustment of $ 81 and $ 160 for the three and six months ended June 30, 2026, respectively, and $ 75 and $ 1,211 for the three and six months ended June 30, 2025, respectively.

Refer to Note 5, Restricted Cash and Investments for details of the determination of the carrying amount of private equity investments without readily determinable fair values and equity method investments.

As of March 31, 2026 and December 31, 2025, the Company held time deposits of $ 39,296 and nil , respectively, that were classified as cash equivalents.

As of March 31, 2026 and December 31, 2025, the fair values of cash and cash equivalents, restricted cash, accounts receivable, accounts payable, and short-term debt approximated their carrying values due to their short-term nature.

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

As of June 30, 2026 and December 31, 2025, the Company held time deposits of $ 31,281 and nil , respectively, that were classified as cash equivalents.

As of June 30, 2026 and December 31, 2025, the fair values of cash and cash equivalents, restricted cash, accounts receivable, accounts payable, and short-term debt approximated their carrying values due to their short-term nature.

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

Collaborative, Licensing and Other Arrangements

3 unchanged sentences

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

For the three months ended March 31, 2026 and 2025, the Company’s other revenue consisted primarily of royalty revenue from IMDELLTRA ® sales outside of China under the Amgen collaboration agreement and revenue generated under the Novartis broad markets agreement.

The following table summarizes total other revenue recognized for the three months ended March 31, 2026 and 2025:

Three Months Ended

For the three and six months ended June 30, 2026 and 2025, the Company’s other revenue consisted primarily of royalty revenue from IMDELLTRA ® sales outside of China under the Amgen collaboration agreement and revenue generated under the Novartis broad markets agreement.

The following table summarizes total other revenue recognized for the three and six months ended June 30, 2026 and 2025:

Three Months Ended Six Months Ended

June 30, June 30,

2026 2025 2026 2025

Other Revenue $ $ $ $

4 unchanged sentences

In-Licensing Arrangements - Commercial

During the three months ended March 31, 2026 and 2025, the Company recorded the following amounts related to its collaboration arrangement with Amgen.

During the three and six months ended June 30, 2026 and 2025, the Company recorded the following amounts related to its collaboration arrangement with Amgen.

For a detailed description of the arrangement and related rights and obligations, see the Company’s Annual Report.

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

Amounts recorded related to the Company’s portion of the co-development funding on the pipeline assets for the three months ended March 31, 2026 and 2025 were as follows:

Three Months Ended

Amounts recorded related to the Company’s portion of the co-development funding on the pipeline assets for the three and six months ended June 30, 2026 and 2025 were as follows:

Three Months Ended Six Months Ended

June 30, June 30,

2026 2025 2026 2025

BeOne’s portion of the development funding 59,818 52,196 117,866 92,715

1 unchanged sentence

Research and development expense 30,300 26,439 59,703 47,146

March 31, 2026

June 30, 2026

Remaining portion of development funding cap 12,527

As of March 31, 2026 and December 31, 2025, the research and development cost share liability recorded in the Company’s balance sheet was as follows:

March 31, December 31,

As of June 30, 2026 and December 31, 2025, the research and development cost share liability recorded in the Company’s balance sheet was as follows:

June 30, December 31,

Research and development cost share liability, current portion 6,182 64,345

Total research and development cost share liability 6,182 64,345

The total reimbursement paid under the commercial profit-sharing agreement for product sales is classified in the income statement for the three months ended March 31, 2026 and 2025 as follows:

Three Months Ended

The total reimbursement paid under the commercial profit-sharing agreement for product sales is classified in the income statement for the three and six months ended June 30, 2026 and 2025 as follows:

Three Months Ended Six Months Ended

June 30, June 30,

2026 2025 2026 2025

Cost of sales - product 12,660 9,533 23,913 17,027

3 unchanged sentences

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

Inventory purchases amounted to $ 123,691 and $ 62,744 during the three months ended March 31, 2026 and 2025, respectively.

Net amounts payable to Amgen was $ 135,273 and $ 79,097 as of March 31, 2026 and December 31, 2025, respectively.

Inventory purchases amounted to $ 132,019 and $ 255,710 for the three and six months ended June 30, 2026, respectively, and $ 73,288 and $ 136,032 for the three and six months ended June 30, 2025, respectively.

Net amounts payable to Amgen was $ 110,503 and $ 79,097 as of June 30, 2026 and December 31, 2025, respectively.

In-Licensing Arrangements - Development

1 unchanged sentence

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

Upfront and milestone payments incurred under these arrangements for the three months ended March 31, 2026 and 2025 are set forth below.

Upfront and milestone payments incurred under these arrangements for the three and six months ended June 30, 2026 and 2025 are set forth below.

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

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

Three Months Ended

Three Months Ended Six Months Ended

June 30, June 30,

2026 2025 2026 2025

Payments due to collaboration partners Classification $ $ $ $

Upfront payments Research and development expense 19,974 500 20,518 500

Development milestones incurred Research and development expense 3,313 — 3,313 —

Regulatory and commercial milestone payments Intangible asset — 20,000 — 20,000

Total 23,287 20,500 23,831 20,500

Sale of Future IMDELLTRA ® Royalties

14 unchanged sentences

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

As of March 31, 2026 and December 31, 2025, the royalty financing obligation recorded in the Company’s balance sheet was as follows:

March 31, December 31,

As of June 30, 2026 and December 31, 2025, the royalty financing obligation recorded in the Company’s balance sheet was as follows:

June 30, December 31,

Sale of future royalty liability, current portion 89,278 56,714

1 unchanged sentence

Total sale of future royalty liability 906,313 906,956

The following table summarizes the royalty sale liability activity during the three months ended March 31, 2026:

The following table summarizes the royalty sale liability activity during the six months ended June 30, 2026:

Royalty Sale Liability

1 unchanged sentence

Debt portion of royalties recognized and settled to Royalty Pharma ( 2,556 )

Balance at March 31, 2026

The carrying value of the sale of future royalty liability approximates fair value as of March 31, 2026 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.

Accretion of liability 1,913

Balance at June 30, 2026

The carrying value of the sale of future royalty liability approximates fair value as of June 30, 2026 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.

Interest expense related to this arrangement was as follows:

Three Months Ended

Three Months Ended Six Months Ended

June 30, June 30,

2026 2025 2026 2025

Interest expense 24,883 — 43,379 —

As of March 31, 2026, $ 18,496 of interest expense was accrued.

The effective annual imputed interest rate was 8.2 % as of March 31, 2026.

As of June 30, 2026, $ 24,883 of interest expense was accrued.

The effective annual imputed interest rate was 11.0 % as of June 30, 2026.

Restricted Cash and Investments

2 unchanged sentences

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

Restricted cash as of March 31, 2026 and December 31, 2025 was as follows:

March 31, December 31,

Restricted cash as of June 30, 2026 and December 31, 2025 was as follows:

June 30, December 31,

Short-term restricted cash 161,046 41,284

1 unchanged sentence

Total 182,633 62,117

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

As of March 31, 2026, the Company had cash remaining related to the STAR Offering proceeds of $ 6,735 .

Investments in Equity Securities

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

March 31, December 31,

June 30, December 31,

Equity securities with readily determinable fair values — 2

4 unchanged sentences

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

The Company recognized an other-than-temporary impairment loss of $ 12,376 during the three months ended March 31, 2025, within unrealized losses from equity-method investments.

The following table summarizes unrealized gains and losses related to investments in equity securities recorded in other income, net for the three months ended March 31, 2026 and 2025:

Three Months Ended

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

The following table summarizes net gains and losses related to investments in equity securities recorded in other (expense) income, net for the three and six months ended June 30, 2026 and 2025:

Three Months Ended Six Months Ended

June 30, June 30,

2026 2025 2026 2025

Equity securities with readily determinable fair values

( 2 ) ( 7 ) ( 2 ) ( 2,063 )

Equity securities without readily determinable fair values 3,134 ( 3,118 ) 3,188 ( 3,118 )

1 unchanged sentence

( 1,202 ) ( 1,899 ) ( 1,207 ) ( 15,274 )

The following table summarizes the portion of unrealized losses that relates to equity securities still held by the Company as of June 30, 2026:

Three Months Ended Six Months Ended

June 30, June 30,

2026 2025 2026 2025

Net gains (losses) recognized on equity securities

3,134 ( 3,118 ) 3,188 ( 3,118 )

net gains recognized on equity securities sold 3,134 — 3,134 —

Net unrealized gains (losses) on equity securities held at end of period

— ( 3,118 ) 54 ( 3,118 )

Property, Plant and Equipment, Net

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

March 31, December 31,

June 30, December 31,

Land 71,434 71,434

9 unchanged sentences

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

As of March 31, 2026, the Company had construction in progress of $ 89,148 related to the Hopewell facility, the majority of which will be put into service in 2026.

Depreciation expense for the three months ended March 31, 2026 and 2025 was as follows:

Three Months Ended

As of June 30, 2026, the Company had construction in progress of $ 95,763 related to the Hopewell facility, the majority of which will be put into service in 2026.

Depreciation expense for the three and six months ended June 30, 2026 and 2025 was as follows:

Three Months Ended Six Months Ended

June 30, June 30,

2026 2025 2026 2025

Depreciation expense 38,906 29,854 78,291 61,468

Intangible Assets

Intangible assets as of March 31, 2026 and December 31, 2025 are summarized as follows:

March 31, 2026 December 31, 2025

Intangible assets as of June 30, 2026 and December 31, 2025 are summarized as follows:

June 30, 2026 December 31, 2025

carrying Accumulated Intangible carrying Accumulated Intangible

10 unchanged sentences

Amortization expense was as follows:

Three Months Ended

Three Months Ended Six Months Ended

June 30, June 30,

2026 2025 2026 2025

Amortization expense - Cost of sales - product

1,592 5,749 3,334 6,922

Amortization expense - Selling, general and administrative

Total 1,609 5,760 3,368 6,950

As of March 31, 2026, estimated amortization expense for each of the five succeeding years and thereafter was as follows:

As of June 30, 2026, estimated amortization expense for each of the five succeeding years and thereafter was as follows:

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

7 unchanged sentences

Total 60,481 475 60,956

Income tax expense was $ 31,858 and $ 19,630 for the three months ended March 31, 2026 and 2025, respectively.

The income tax expense for the three months ended March 31, 2026 and 2025 was primarily attributable to current U.S.

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

Income tax expense was $ 75,452 and $ 107,310 for the three and six months ended June 30, 2026, respectively, and $ 5,229 and $ 24,859 for the three and six months ended June 30, 2025, respectively.

The income tax expense for the three and six months ended June 30, 2026 and 2025 was primarily attributable to the application of our expected current worldwide effective tax rate for the full year to the year-to-date actual pre-tax income, reflecting the mix of taxable income across jurisdictions as well as the impact of certain discrete items.

Specifically, the provision for income taxes for the three months ended June 30, 2026 included a discrete net tax expense of approximately $ 49,276 .

This figure primarily relates to the settlement of the audit of one of our China subsidiaries amounting to $ 59,034 , partially offset by certain discrete items mainly related to U.S.

share-based compensation.

The income tax expense for the three and six months ended June 30, 2025 included a discrete net tax benefit of $ 14,192 and $ 8,688 , respectively, primarily related to updated provision estimates for U.S.

R&D credits for prior periods.

On a quarterly basis, the Company evaluates the realizability of deferred tax assets by jurisdiction and assesses the need for a valuation allowance.

1 unchanged sentence

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

After consideration of all positive and negative evidence, as of March 31, 2026, the Company will maintain a full valuation allowance against its net deferred tax assets.

As of March 31, 2026, the Company had gross unrecognized tax benefits of $ 28,495 .

After consideration of all positive and negative evidence, as of June 30, 2026, the Company will maintain a full valuation allowance against its net deferred tax assets.

The Company may release all or a portion of the valuation allowance in the near-term;

however, the release of the valuation allowance, as well as the exact timing and the amount of such release, continue to be subject to, among other things, the Company’s level of profitability, revenue growth, clinical program progression and expectations regarding future profitability.

The Company’s total deferred tax asset balance subject to the valuation allowance was approximately $ 3.6 billion as of June 30, 2026.

As of June 30, 2026, the Company had gross unrecognized tax benefits of $ 26,046 .

Due to the uncertain and complex application of income tax regulations by certain tax authorities outside of the U.S., it is possible that the ultimate resolution of ongoing audits may result in liabilities that could be materially different from current estimates.

The ongoing audit resolutions, including Italy, China and Spain, for the tax years 2020 through 2024, could impact future tax expenses if tax authorities in their administration of tax laws during open audits may lead us to change our assessment of whether or not it is more likely than not that certain tax benefit positions will be sustained.

Accordingly, potential future settlements could be material, principally in China.

The Company’s reserve for uncertain tax positions increased by $ 660 in the three months ended March 31, 2026, primarily due to U.S.

federal and state tax credits and incentives .

The ongoing tax audits in various jurisdictions could impact future tax expenses if tax authorities in their administration of tax laws during open audits may lead us to change our assessment of whether or not it is more likely than not that certain tax benefit positions will be sustained.

The Company’s reserve for uncertain tax positions decreased by $ 2,449 and $ 1,789 in the three and six months ended June 30, 2026, respectively, primarily due to the settlement of the China audit, partially offset by an increase in U.S.

federal and state tax attributes.

Supplemental Balance Sheet Information

Inventories, net consisted of the following:

March 31, December 31,

June 30, December 31,

Raw materials 267,266 236,190

3 unchanged sentences

Prepaid expenses and other current assets consisted of the following:

March 31, December 31,

June 30, December 31,

Short-term restricted cash 161,046 41,284

6 unchanged sentences

Other non-current assets consisted of the following:

March 31, December 31,

June 30, December 31,

Long-term investments 66,056 61,678

6 unchanged sentences

Accrued expenses and other payables consisted of the following:

March 31, December 31,

June 30, December 31,

Revenue rebates and returns related 485,870 398,533

7 unchanged sentences

Other long-term liabilities consisted of the following:

March 31, December 31,

June 30, December 31,

Deferred government grant income 28,455 28,979

10 unchanged sentences

The following table presents outstanding borrowings under the Facilities Agreement:

March 31, December 31,

June 30, December 31,

A Loan Facility 25,349 12,298

B2 Term Loan Facility 56,000 —

unamortized debt issuance costs ( 10,167 ) ( 3,235 )

11 unchanged sentences

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.

Excluding commitment fees, the interest rate for the A Loan Facility and B2 Term Loan Facility was 3.7 % and 6.1 %, respectively, as of March 31, 2026.

As of March 31, 2026, 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 3.7 % and 6.1 %, respectively, as of June 30, 2026.

As of June 30, 2026, the B1 Revolving Loan Facility was available for borrowing.

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:

1 unchanged sentence

The Company is required to satisfy certain financial and non-financial covenants under the Facilities Agreement.

The Company was compliant with the required covenants as of March 31, 2026.

The Company was compliant with the required covenants as of June 30, 2026.

Other Bank Loans

The following table summarizes the Company’s working capital and project loans as of March 31, 2026 and December 31, 2025:

The following table summarizes the Company’s working capital and project loans as of June 30, 2026 and December 31, 2025:

Lender Borrower Term Maturity Date Note As of

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

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

19 unchanged sentences

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

The loan interest rate was 3.8 % as of March 31, 2026.

The loan interest rate was 3.8 % as of June 30, 2026.

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

The Company repaid $ 11,080 (RMB 75,000 ) during the six months ended June 30, 2026.

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

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

The loan interest rate was 3.4 % as of March 31, 2026.

The loan interest rate was 3.3 % as of June 30, 2026.

The outstanding principal balance is payable in quarterly installments.

The Company repaid $ 2,262 (RMB 15,715 ) during the three months ended March 31, 2026.

The Company repaid $ 4,560 (RMB 31,429 ) during the six months ended June 30, 2026.

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

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

The loan interest rate was 3.2 % as of March 31, 2026.

The loan interest rate was 3.2 % as of June 30, 2026.

The outstanding principal balance is payable in quarterly installments.

The Company repaid $ 2,155 (RMB 14,855 ) during the three months ended March 31, 2026.

The Company repaid $ 4,343 (RMB 29,710 ) during the six months ended June 30, 2026.

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

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

The loan interest rate was 3.3 % as of March 31, 2026.

The loan interest rate was 3.3 % as of June 30, 2026.

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

The Company repaid $ 3,224 (RMB 22,400 ) during the three months ended March 31, 2026.

The Company repaid $ 4,710 (RMB 32,500 ) during the six months ended June 30, 2026.

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

5 In March 2026, the Company entered into a credit facility agreement with China Merchants Bank for an aggregate facility of RMB 950,000 , denominated in RMB, available for a period of 36 months for drawdown as revolving and/or one-time borrowings.

The Company drew down $ 58,204 (RMB 400,000 ) during the three months ended March 31, 2026.

The Company drew down $ 58,204 (RMB 400,000 ) during the six months ended June 30, 2026.

The borrowing bears floating interest rates benchmarking RMB loan interest rates of financial institutions in the PRC.

The loan interest was 2.6 % as of March 31, 2026.

The loan interest was 2.6 % as of June 30, 2026.

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.

As of March 31, 2026, the Company was in compliance with all covenants of its material debt agreements.

As of June 30, 2026, the Company was in compliance with all covenants of its material debt agreements.

Interest Expense

Interest expense related to bank loans was as follows:

Three Months Ended

Three Months Ended Six Months Ended

June 30, June 30,

2026 2025 2026 2025

Interest expense, excluding amortization of debt issuance costs

2 unchanged sentences

Capitalized interest expense

1,078 4,054 2,153 10,013

Product Revenue

2 unchanged sentences

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

The table below presents the Company’s net product revenue for the three months ended March 31, 2026 and 2025:

Three Months Ended

The table below presents the Company’s net product revenue for the three and six months ended June 30, 2026 and 2025:

Three Months Ended Six Months Ended

June 30, June 30,

2026 2025 2026 2025

Product revenue – gross 2,205,600 1,657,838 4,099,089 3,057,904

1 unchanged sentence

Product revenue – net 1,679,794 1,302,076 3,167,123 2,410,606

The following table disaggregates net product revenue by product for the three months ended March 31, 2026 and 2025:

Three Months Ended

The following table disaggregates net product revenue by product for the three and six months ended June 30, 2026 and 2025:

Three Months Ended Six Months Ended

June 30, June 30,

2026 2025 2026 2025

4 unchanged sentences

15,147 19,416 32,118 39,144

9,633 11,242 21,760 24,987

Other 37,823 21,149 71,015 39,049

Total product revenue – net 1,679,794 1,302,076 3,167,123 2,410,606

The following table presents the roll-forward of accrued revenue rebates and returns for the three months ended March 31, 2026 and 2025:

The following table presents the roll-forward of accrued revenue rebates and returns for the six months ended June 30, 2026 and 2025:

Rebates, Returns and Other Deductions Contra AR Accruals Total

3 unchanged sentences

Payments ( 362,137 ) ( 499,012 ) ( 861,149 )

Balance at March 31, 2026

Balance at June 30, 2026

485,870 62,606 548,476

3 unchanged sentences

Payments ( 221,808 ) ( 361,633 ) ( 583,441 )

Balance at March 31, 2025

Balance at June 30, 2025

297,317 52,839 350,156

1 unchanged sentence

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

Three Months Ended

Three Months Ended Six Months Ended

June 30, June 30,

2026 2025 2026 2025

Net income 237,007 94,320 464,364 95,590

9 unchanged sentences

Diluted 2.05 0.84 4.01 0.85

For the three months ended March 31, 2026 and 2025, diluted earnings per share was computed using the weighted-average number of ordinary shares and the effect of potentially dilutive shares outstanding during the periods.

For the three and six months ended June 30, 2026 and 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, performance stock units and ESPP shares.

4 unchanged sentences

Share Option, Restricted Share Units and Performance Share Units

During the three months ended March 31, 2026, the Company granted restricted share units for 778,817 ordinary shares under the Company’s share option and incentive plan.

As of March 31, 2026, options, restricted share units, and performance share units for ordinary shares outstanding totaled 47,017,959 , 74,129,393 , and 4,551,157 , respectively.

As of March 31, 2026, share-based awards to acquire 61,363,925 ordinary shares were available for future grant under the Company’s share option and incentive plan.

During the six months ended June 30, 2026, the Company granted options for 1,222,884 ordinary shares, restricted share units for 21,152,651 ordinary shares, and performance share units for 2,093,507 ordinary shares under the Company’s share option and incentive plan.

As of June 30, 2026, options, restricted share units, and performance share units for ordinary shares outstanding totaled 46,769,997 , 69,650,256 , and 6,530,381 , respectively.

As of June 30, 2026, share-based awards to acquire 113,721,802 ordinary shares were available for future grant under the Company’s share option and incentive plan.

Employee Share Purchase Plan

1 unchanged sentence

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

As of March 31, 2026, 2,438,481 ordinary shares were available for future issuance under the ESPP.

As of June 30, 2026, 5,688,481 ordinary shares were available for future issuance under the ESPP.

The following table summarizes the shares issued under the ESPP:

8 unchanged sentences

Share-Based Compensation Expense

The following table summarizes total share-based compensation expense recognized for the three months ended March 31, 2026 and 2025:

Three Months Ended

The following table summarizes total share-based compensation expense recognized for the three and six months ended June 30, 2026 and 2025:

Three Months Ended Six Months Ended

June 30, June 30,

2026 2025 2026 2025

Research and development 58,536 64,392 112,392 106,159

10 unchanged sentences

Net-current period other comprehensive income 52,351 463 52,814

Balance as of March 31, 2026 ( 41,782 ) ( 11,700 ) ( 53,482 )

Balance as of June 30, 2026 ( 13,901 ) ( 11,469 ) ( 25,370 )

Restricted Net Assets

8 unchanged sentences

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

As of March 31, 2026 and December 31, 2025, amounts restricted were the net assets of the Company’s PRC subsidiaries, which, after intercompany eliminations, amounted to $ 2,149,922 and $ 2,012,019 , respectively.

As of June 30, 2026 and December 31, 2025, amounts restricted were the net assets of the Company’s PRC subsidiaries, which, after intercompany eliminations, amounted to $ 2,134,091 and $ 2,012,019 , respectively.

Commitments and Contingencies

Purchase Commitments

As of March 31, 2026, the Company had non-cancellable purchase commitments amounting to $ 186,437 , of which $ 22,579 related to non-utilization fees and minimum purchase requirements for supply purchased from contract manufacturers and $ 163,858 related to binding purchase obligations of inventory from Amgen.

As of June 30, 2026, the Company had non-cancellable purchase commitments amounting to $ 262,816 , of which $ 22,579 related to non-utilization fees and minimum purchase requirements for supply purchased from contract manufacturers and $ 240,237 related to binding purchase obligations of inventory from Amgen.

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

Capital Commitments

The Company had capital commitments amounting to $ 22,925 for the acquisition of property, plant and equipment as of March 31, 2026, related to various facilities across the globe.

The Company had capital commitments amounting to $ 22,245 for the acquisition of property, plant and equipment as of June 30, 2026, related to various facilities across the globe.

Co-Development Funding Commitment

1 unchanged sentence

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

As of March 31, 2026, the Company’s remaining co-development funding commitment was $ 72,346 .

As of June 30, 2026, the Company’s remaining co-development funding commitment was $ 12,527 .

Funding Commitment

The Company had committed capital related to equity investments in the amount of $ 15,057 .

As of March 31, 2026, the remaining capital commitment was $ 4,406 and is expected to be paid from time to time over the investment period.

As of June 30, 2026, the remaining capital commitment was $ 2,157 and is expected to be paid from time to time over the investment period.

Segment and Geographic Information

8 unchanged sentences

Total revenues by geographic area are presented as follows:

Three Months Ended

Three Months Ended Six Months Ended

June 30, June 30,

2026 2025 2026 2025

- total revenue 914,205 694,427 1,696,460 1,261,638

9 unchanged sentences

Product revenue 73,061 35,565 138,274 67,487

Other revenue 3,029 — 3,029 —

Total Revenue 1,705,071 1,315,300 3,218,509 2,432,579

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

What changed 10-Q

Item 1. Financial Statements