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Item 1. Financial Statements

2025-08-06 compared with 2025-05-07 · 214 added, 146 removed, 500 unchanged (42% of the section changed)

Financial Statements

BEIGENE, LTD.

BEONE MEDICINES LTD.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

1 unchanged sentence

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

Three Months Ended

Three Months Ended Six Months Ended

June 30, June 30,

Note 2025 2024 2025 2024

10 unchanged sentences

Interest income, net 3,497 13,225 9,345 29,385

Other income, net 3,950 1,762

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

Income (loss) before income taxes 99,549 ( 105,920 ) 120,449 ( 349,346 )

12 unchanged sentences

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

BEIGENE, LTD.

BEONE MEDICINES LTD.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

1 unchanged sentence

Dollars (“$”))

Three Months Ended

Three Months Ended Six Months Ended

June 30, June 30,

2025 2024 2025 2024

Net income (loss) 94,320 ( 120,405 ) 95,590 ( 371,555 )

4 unchanged sentences

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

BEIGENE, LTD.

BEONE MEDICINES LTD.

CONDENSED CONSOLIDATED BALANCE SHEETS

1 unchanged sentence

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

March 31, December 31,

June 30, December 31,

Note 2025 2024

32 unchanged sentences

Ordinary shares, $ 0.0001 par value per share;

9,500,000,000 shares authorized;

1,403,281,823 and 1,387,367,704 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively

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

Additional paid-in capital 12,395,276 12,087,908

4 unchanged sentences

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

BEIGENE, LTD.

BEONE MEDICINES LTD.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

1 unchanged sentence

Dollars (“$”))

Three Months Ended March 31,

Six Months Ended June 30,

Note 2025 2024

4 unchanged sentences

Share-based compensation expenses 13 246,287 219,304

Acquired in-process research and development 500 —

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

Amortization of research and development cost share liability 3 ( 45,569 ) ( 35,039 )

20 unchanged sentences

Repayment of short-term loans 10 ( 275,782 ) ( 157,490 )

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

Proceeds from option exercises and employee share purchase plan 96,503 20,355

Net cash (used in) provided by financing activities ( 33,777 ) 162,293

Other financing activities — 3,000

Net cash provided by financing activities 1,248 185,310

Effect of foreign exchange rate changes, net 26,957 ( 28,340 )

Net decrease in cash, cash equivalents, and restricted cash ( 108,156 ) ( 378,548 )

Net increase (decrease) in cash, cash equivalents, and restricted cash 147,339 ( 568,053 )

Cash, cash equivalents, and restricted cash at beginning of period 2,638,747 3,185,984

11 unchanged sentences

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

BEIGENE, LTD.

BEONE MEDICINES LTD.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

1 unchanged sentence

Dollars (“$”), except for number of shares)

Ordinary Shares Additional

Ordinary Shares Issued Effect of Redomiciliation 1

Total Outstanding Shares Ordinary Shares Issued Additional

Capital Accumulated

1 unchanged sentence

Deficit Total

Shares Amount

Shares $ $ $ $ $

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

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

6 unchanged sentences

Balance at March 31, 2024 1,359,524,369 — 1,359,524,369 136 11,705,069 ( 131,644 ) ( 8,213,200 ) 3,360,361

Issuance of shares reserved for share option exercises 2,418,936 — 2,418,936 — — — — —

Exercise of options, ESPP and release of RSUs 17,158,596 — 17,158,596 1 4,491 — — 4,492

Share-based compensation — — — — 130,637 — — 130,637

Other comprehensive loss — — — — — ( 8,830 ) — ( 8,830 )

Net loss — — — — — — ( 120,405 ) ( 120,405 )

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

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

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 condensed consolidated financial statements.

BEIGENE, LTD.

BEONE MEDICINES LTD.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

3 unchanged sentences

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.

BeOne Medicines Ltd.

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

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

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

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

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

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

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

Basis of presentation and consolidation

The accompanying condensed consolidated balance sheet as of March 31, 2025, the condensed consolidated statements of operations and comprehensive loss for the three months ended March 31, 2025 and 2024, the condensed consolidated statements of cash flows for the three months ended March 31, 2025 and 2024, and the condensed consolidated statements of shareholders’ equity for the three months ended March 31, 2025 and 2024, and the related footnote disclosures are unaudited.

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

generally accepted accounting principles (“GAAP”), including guidance with respect to interim financial information and in conformity with the instructions to Form 10-Q and Article 10 of Regulation S-X.

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

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

GAAP, including guidance with respect to interim financial information and in conformity with the instructions to Form 10-Q and Article 10 of Regulation S-X.

Accordingly, they do not include all of the information and footnotes required by GAAP for annual financial statements.

1 unchanged sentence

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, 2025 are not necessarily indicative of the results expected for the full fiscal year or for any future annual or interim period.

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

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

2 unchanged sentences

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

Areas where management uses subjective judgment include, but are not limited to, estimating the useful lives of long-lived assets, estimating variable consideration in product sales and collaboration revenue arrangements, identifying separate 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, realizability of deferred tax assets, estimating uncertain tax positions, valuation of inventory, estimating the allowance for credit losses, determining defined benefit pension plan obligations, measurement of right-of-use assets and lease liabilities, and the fair value of financial instruments.

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

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

25 unchanged sentences

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

There have been no material changes to the Company’s significant accounting policies as of and for the three months ended March 31, 2025, as compared to the significant accounting policies described in the Annual Report.

There have been no material changes to the Company’s significant accounting policies as of and for the six months ended June 30, 2025, 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, 2025 and December 31, 2024:

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

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

As of March 31, 2025 (Level 1) (Level 2) (Level 3)

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

Cash equivalents

23 unchanged sentences

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

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

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

There were no fair value adjustments for the three months ended March 31, 2024.

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

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

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

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

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.

5 unchanged sentences

Securities and Exchange Commission on February 27, 2025.

For the three months ended March 31, 2025, the Company’s collaboration revenue consisted primarily of royalty revenue under the Amgen collaboration agreement and revenue generated under the Novartis broad markets agreement.

For the three months ended March 31, 2024, collaboration revenue consisted primarily of revenue generated under the Novartis broad markets agreement.

The following table summarizes total collaboration revenue recognized for the three months ended March 31, 2025 and 2024:

Three Months Ended

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

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

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

Three Months Ended Six Months Ended

June 30, June 30,

2025 2024 2025 2024

Revenue from collaborators $ $ $ $

Amgen royalty revenue 9,033 836 14,552 836

Novartis broad markets revenue 3,320 4,154 6,842 8,501

Other 871 3,030 579 3,417

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

In-Licensing Arrangements - Commercial

During the three months ended March 31, 2025 and 2024, the Company recorded the following amounts related to its collaboration arrangement with Amgen.

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

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

Three Months Ended

BeiGene’s portion of the development funding 40,519 26,620

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

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

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

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

Three Months Ended Six Months Ended

June 30, June 30,

2025 2024 2025 2024

BeOne’s portion of the development funding 52,196 44,385 92,715 71,005

Amortization of research and development cost share liability 25,757 21,903 45,569 35,039

Research and development expense 26,439 22,482 47,146 35,966

March 31, 2025

June 30, 2025

Remaining portion of development funding cap 242,916

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

June 30, December 31,

Research and development cost share liability, current portion 108,992 111,154

1 unchanged sentence

Total research and development cost share liability 119,871 165,440

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, 2025 and 2024 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, 2025 and 2024 as follows:

Three Months Ended Six Months Ended

June 30, June 30,

2025 2024 2025 2024

Cost of sales - product 9,533 9,590 17,027 18,159

3 unchanged sentences

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

Inventory purchases amounted to $ 62,744 and $ 62,226 during the three months ended March 31, 2025 and 2024, respectively.

Net amounts payable to Amgen was $ 96,997 and $ 116,563 as of March 31, 2025 and December 31, 2024, respectively.

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

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

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, 2025 and 2024 are set forth below.

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

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

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

Three Months Ended

Three Months Ended Six Months Ended

June 30, June 30,

2025 2024 2025 2024

Payments due to collaboration partners Classification $ $ $ $

1 unchanged sentence

Development milestones incurred Research and development expense — 11,500 — 46,500

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

Total 20,500 11,500 20,500 46,527

3 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, 2025 and December 31, 2024 was as follows:

March 31, December 31,

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

June 30, December 31,

Short-term restricted cash 15,802 9,312

2 unchanged sentences

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

As of March 31, 2025, the Company had cash remaining related to the STAR Offering proceeds of $ 461,560 .

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

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 1

9 unchanged sentences

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

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

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

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

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

The transaction resulted in a pre-tax gain of $ 3,735 recorded within other income, net during the three months ended March 31, 2024.

The Company will account for its investment prospectively 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.

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

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

3 In the 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 losses related to investments in equity securities recorded in other income, net for the three months ended March 31, 2025 and 2024:

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

Three Months Ended Six Months Ended

June 30, June 30,

2025 2024 2025 2024

Equity securities with readily determinable fair values

5 unchanged sentences

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

March 31, December 31,

June 30, December 31,

Raw materials 180,969 170,584

4 unchanged sentences

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 65,485

9 unchanged sentences

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

In the three months ended March 31, 2025, $ 99,160 of assets were placed into service.

As of March 31, 2025, the Company had construction in progress of $ 421,727 related to the Hopewell facility, the majority of which will be put into service in 2025.

Depreciation expense was $ 31,614 and $ 24,110 for the three months ended March 31, 2025 and 2024, respectively.

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

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

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

Intangible Assets

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

March 31, 2025 December 31, 2024

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

June 30, 2025 December 31, 2024

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,

2025 2024 2025 2024

Amortization expense - Cost of sales - product

5,749 1,177 6,922 2,360

Amortization expense - Selling, general and administrative

Total 5,760 1,177 6,950 2,360

As of March 31, 2025, estimated amortization expense for each of the five succeeding years and thereafter was as follows:

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

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

7 unchanged sentences

Total 64,341 549 64,890

Income tax expense was $ 19,630 and $ 7,724 for the three months ended March 31, 2025 and 2024, respectively.

The income tax expense for the three months ended March 31, 2025 and 2024 was primarily attributable to current U.S.

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

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

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

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

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

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

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

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, 2025, the Company will maintain a full valuation allowance against its net deferred tax assets.

As of March 31, 2025, the Company had gross unrecognized tax benefits of $ 17,575 .

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

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

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

The Company’s reserve for uncertain tax positions increased by $ 336 in the three months ended March 31, 2025, primarily due to U.S.

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

federal and state tax credits and incentives.

1 unchanged sentence

Prepaid expenses and other current assets consist of the following:

March 31, December 31,

June 30, December 31,

Prepaid research and development costs 76,231 64,277

Payroll tax receivable 69,987 14,569

Other receivables 39,367 18,259

1 unchanged sentence

Prepaid general and administrative expenses 16,967 21,253

Prepaid manufacturing cost 13,795 19,333

Short-term restricted cash 15,802 9,312

Prepaid insurance 8,486 6,242

Prepaid manufacturing cost 6,157 19,333

Other current assets 20,467 15,882

1 unchanged sentence

Other non-current assets consist of the following:

March 31, December 31,

June 30, December 31,

Long-term investments 119,475 128,933

Long-term restricted cash 14,228 2,025

Prepaid supply cost 12,321 12,249

2 unchanged sentences

Prepaid VAT 3,118 2,875

Long-term restricted cash 2,847 2,025

Total 161,722 160,490

Accrued expenses and other payables consist of the following:

March 31, December 31,

June 30, December 31,

Revenue rebates and returns related 297,317 235,600

Compensation related 233,246 248,348

External research and development activities related 91,579 154,269

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

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

Commercial activities 99,749 77,530

3 unchanged sentences

Other long-term liabilities consist of the following:

March 31, December 31,

June 30, December 31,

Deferred government grant income 29,569 30,324

3 unchanged sentences

Total 63,079 66,735

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

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

Lender Borrower Term Maturity Date Note As of

March 31, 2025 December 31, 2024

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

June 30, 2025 December 31, 2024

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

June 11, 2027 1 18,845 16,440

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

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

January 20, 2029 2 8,774 8,611

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

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

November 8, 2029 3 8,294 8,148

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

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

July 28, 2032 4 5,947 1,384

China Merchants Bank BeiGene, Ltd.

5 380,000 380,000

China Minsheng Bank BeiGene, Ltd.

China Merchants Bank BeOne Medicines Ltd.

January 21, 2026 5 380,000 380,000

China Minsheng Bank BeOne Medicines Ltd.

December 16, 2025 6 150,000 150,000

China Industrial Bank BeiGene, Ltd.

China Industrial Bank BeOne Medicines USA, Inc.

June 28, 2026 7 94,223 —

China Industrial Bank BeOne Medicines Ltd.

March 27, 2025 8 — 92,475

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

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

June 5, 2025 9 — 54,800

HSBC Bank BeiGene, Ltd.

May 5, 2025 9 46,851 46,580

Shanghai Pudong Development Bank BeiGene, Ltd.

HSBC Bank BeOne Medicines Ltd.

June 17, 2026 10 47,461 46,580

Shanghai Pudong Development Bank BeOne Medicines Ltd.

November 24, 2025 11 94,850 93,091

Total short-term debt 808,394 851,529

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

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

June 11, 2027 1 31,408 41,100

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

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

January 20, 2029 2 24,129 27,987

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

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

November 8, 2029 3 29,497 33,020

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

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

July 28, 2032 4 61,057 64,377

1 unchanged sentence

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 4.2 % as of March 31, 2025.

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

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

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

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

The 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 3.7 % as of March 31, 2025.

The Company repaid $ 2,161 (RMB 15,715 ) during the three months ended March 31, 2025.

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

The outstanding principal balance is payable in quarterly installments.

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

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

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

The loan interest rate was 3.3 % as of March 31, 2025.

The Company repaid $ 2,054 (RMB 14,910 ) during the three months ended March 31, 2025.

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

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

The outstanding principal balance is payable in quarterly installments.

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

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

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

The loan interest rate was 3.6 % as of March 31, 2025.

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

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

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

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

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

The loan interest rate was 6.2 % as of March 31, 2025.

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

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

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

The loan interest rate was 6.8 % as of March 31, 2025.

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

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

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

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

The Company repaid the principal during the three months ended March 31, 2025.

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

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

The loan interest rate was 3.0 % as of March 31, 2025.

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

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

The loan interest rate was 5.2 % as of March 31, 2025.

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

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

The loan interest rate was 2.9 % as of March 31, 2025

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

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

2 unchanged sentences

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

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

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

Interest Expense

Interest expense recognized for the three months ended March 31, 2025 and 2024 was $ 12,961 and $ 12,404 , respectively, among which, $ 5,959 and $ 9,209 was capitalized, respectively.

Interest paid for the three months ended March 31, 2025 and 2024, net of amounts capitalized, amounted to $ 6,247 and $ 2,269 , respectively.

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

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

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

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, 2025 and 2024.

Three Months Ended

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

Three Months Ended Six Months Ended

June 30, June 30,

2025 2024 2025 2024

Product revenue – gross 1,657,838 1,167,155 3,057,904 2,111,619

1 unchanged sentence

Product revenue – net 1,302,076 921,146 2,410,606 1,668,064

The following table disaggregates net product revenue by product for the three months ended March 31, 2025 and 2024:

Three Months Ended

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

Three Months Ended Six Months Ended

June 30, June 30,

2025 2024 2025 2024

4 unchanged sentences

19,416 15,936 39,144 30,047

11,242 11,572 24,987 28,205

Other 21,149 23,644 39,049 48,279

Total product revenue – net 1,302,076 921,146 2,410,606 1,668,064

The following table presents the roll-forward of accrued revenue rebates and returns for the three months ended March 31, 2025 and 2024:

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

Rebates, Returns and Other Deductions Contra AR Accruals Total

2 unchanged sentences

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

Balance at March 31, 2025 259,944 35,158 295,102

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

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

1 unchanged sentence

Payments ( 188,852 ) ( 209,450 ) ( 398,302 )

Balance at March 31, 2024 186,277 28,703 214,980

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

Earnings (Loss) Per Share/ADS

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

Three Months Ended

Three Months Ended Six Months Ended

June 30, June 30,

2025 2024 2025 2024

Net income (loss) 94,320 ( 120,405 ) 95,590 ( 371,555 )

9 unchanged sentences

Diluted 0.84 ( 1.15 ) 0.85 ( 3.56 )

For the three months ended March 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.

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

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

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

For the three months ended March 31, 2024, the Company was in a net loss position and the effects of all share options, restricted share units and ESPP shares were excluded from the calculation of diluted loss per share, as their effect would have been anti-dilutive.

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

Each ADS represents 13 ordinary shares.

1 unchanged sentence

Share-Based Compensation Expense

Share Option and Incentive Plan

During the three months ended March 31, 2025, the Company granted options for 132,314 ordinary shares and restricted share units for 2,225,184 ordinary shares under the Company’s share option and incentive plan.

As of March 31, 2025, options, restricted share units, and performance share units for ordinary shares outstanding totaled 58,342,609 , 81,602,677 , and 2,131,090 , respectively.

As of March 31, 2025, share-based awards to acquire 84,560,865 ordinary shares were available for future grant under the Company’s share option and incentive plan.

Share Option, Restricted Share Units and Performance Share Units

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

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

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

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

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

The following table 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

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

4 unchanged sentences

Share-Based Compensation Expense

The following table summarizes total share-based compensation expense recognized for the three months ended March 31, 2025 and 2024:

Three Months Ended

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

Three Months Ended Six Months Ended

June 30, June 30,

2025 2024 2025 2024

Research and development 64,392 55,406 106,159 93,451

10 unchanged sentences

Net-current period other comprehensive income 34,988 302 35,290

Balance as of March 31, 2025 ( 129,111 ) ( 13,210 ) ( 142,321 )

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

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, 2025 and December 31, 2024, amounts restricted were the net assets of the Company’s PRC subsidiaries, which, after intercompany eliminations, amounted to $ 1,793,330 and $ 1,709,961 , respectively .

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

Commitments and Contingencies

Purchase Commitments

As of March 31, 2025, the Company had non-cancellable purchase commitments amounting to $ 152,905 , of which $ 30,998 related to minimum purchase requirements for supply purchased from contract manufacturing organizations and $ 121,907 related to binding purchase obligations of inventory from Amgen.

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

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

Capital Commitments

The Company had capital commitments amounting to $ 56,293 for the acquisition of property, plant and equipment as of March 31, 2025, related to various facilities across the globe, including the manufacturing and clinical R&D campus in Hopewell, New Jersey.

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

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, 2025, the Company’s remaining co-development funding commitment was $ 295,113 .

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

Funding Commitment

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

As of March 31, 2025, the remaining capital commitment was $ 5,904 and is expected to be paid from time to time over the investment period.

The Company had committed capital related to equity investments in the amount of $ 15,890 .

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

Segment and Geographic Information

4 unchanged sentences

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

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

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

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

1 unchanged sentence

Total revenues by geographic area are presented as follows:

Three Months Ended

Three Months Ended Six Months Ended

June 30, June 30,

2025 2024 2025 2024

- total revenue 694,427 481,430 1,261,638 832,886

9 unchanged sentences

Product revenue 35,565 13,277 67,487 26,237

Collaboration revenue — —

Total Revenue 1,315,300 929,166 2,432,579 1,680,818

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