PRECIGEN, INC. 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures Management, with the participation of our chief executive officer and our chief financial officer, evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2025. The term "disclosure controls and procedures," as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company's management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on their evaluation of our disclosure controls and procedures as of December 31, 2025, our chief executive officer and chief financial officer have concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level. Management's Annual Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Rules 13a-15(f) and Rule 15d-15(f) of the Exchange Act. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the consolidated financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate. Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2025. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control - Integrated Framework (2013). Based on this evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2025. 85 Table of Contents Changes in Internal Control Over Financial Reporting There have been no changes in our internal control over financial reporting during the quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information During the three months ended December 31, 2025, certain of our officers and directors adopted Rule 10b5-1 trading arrangements as follows. On December 31, 2025 , Helen Sabzevari , Precigen's Chief Executive Officer , adopted a stock trading plan. Ms. Sabzevari's trading plan provides for the sale of up to 130,424 shares. The first sale will not occur until March 31, 2026 at the earliest. Ms. Sabzevari's trading plan is scheduled to terminate on December 31, 2026 . The Rule 10b5-1 trading arrangements described above were adopted and pre-cleared in accordance with Precigen’s Insider Trading Policy and actual transactions made pursuant to such trading arrangements will be disclosed publicly in future Section 16 filings with the SEC. Other than disclosed above, no other officer adopted, modified or terminated a Rule 10b5-1 trading arrangement or “non-Rule 10b5-1 trading arrangement” (as defined in Item 408 of Regulation S-K) during the three months ended December 31, 2025. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections None. 86 Table of Contents PART III Item 10. Directors, Executive Officers and Corporate Governance The information required by this item is hereby incorporated by reference to our Definitive Proxy Statement relating to our 2026 Annual Meeting of Shareholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2025. Our board of directors has adopted a Code of Business Conduct and Ethics applicable to all officers, directors, and employees, which is available on our website ( investors.precigen.com ) under "Corporate Governance." We will provide a copy of this document, without charge, upon request, by writing to us at Precigen, Inc., 20374 Seneca Meadows Parkway, Germantown, Maryland 20876, Attention: Investor Relations. We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding amendment to, or waiver from, a provision of our Code of Business Conduct and Ethics by posting such information on our website at the address and location specified above. Insider Trading Policies and Procedures The Company has insider trading policies and procedures that govern the purchase, sale, and other dispositions of its securities by directors, officers, and employees, and by the Company itself/and have implemented processes for the Company. We believe these policies and procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations, and applicable listing standards. Item 11. Executive Compensation The information required by this item is hereby incorporated by reference to our Definitive Proxy Statement relating to our 2026 Annual Meeting of Shareholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2025. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The information required by this item is hereby incorporated by reference to our Definitive Proxy Statement relating to our 2026 Annual Meeting of Shareholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2025. Item 13. Certain Relationships and Related Transactions, and Director Independence The information required by this item is hereby incorporated by reference to our Definitive Proxy Statement relating to our 2026 Annual Meeting of Shareholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2025. Item 14. Principal Accounting Fees and Services The information required by this item is hereby incorporated by reference to our Definitive Proxy Statement relating to our 2026 Annual Meeting of Shareholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2025. 87 Table of Contents PART IV Item 15. Exhibits, Financial Statement Schedules (a) The following documents are filed as part of this Annual Report: 1. Financial Statements . Consolidated Financial Statements of Precigen, Inc. and Subsidiaries Report of Independent Registered Public Accounting Firm Consolidated Balance Sheets as of December 31, 2025 and 2024 Consolidated Statements of Operations for the Years Ended December 31, 2025, 2024, and 2023 Consolidated Statements of Comprehensive (Loss) Income for the Years Ended December 31, 2025, 2024, and 2023 Consolidated Statements of Mezzanine Equity and Shareholders' Equity for the Years Ended December 31, 2025, 2024, and 2023 Consolidated Statements of Cash Flows for the Years Ended December 31, 2025, 2024, and 2023 Notes to the Consolidated Financial Statements 2. Financial Statement Schedules . All financial statement schedules have been omitted because either the required information is not applicable or the information required is included in the consolidated financial statements and notes thereto included in this Annual Report. 3. Exhibits . The exhibits are listed in Item 15(b) below. (b) Exhibits The following exhibits are filed with this Annual Report or incorporated by reference: Exhibit No. Description 3.1* Amended and Restated Articles of Incorporation (11) 3.1A* Articles of Amendment to the Amended and Restated Articles of Incorporation - December 30, 2024 (18) 3.1B* Articles of Amendment to the Amended and Restated Articles of Incorporation - July 28, 2025 (20) 3.2* Amended and Restated Bylaws (14) 4.1* Specimen certificate evidencing shares of common stock (16) 4.3 Description of Securities (12) 4.4* Form of Certificate for the 8.00% Series A Convertible Perpetual Preferred Stock (18) 10.1†* Amended and Restated 2013 Omnibus Incentive Plan of the Company, effective as of June 9, 2014 (2) 10.1A†* Amended and Restated 2013 Omnibus Incentive Plan of the Company, Form of Restricted Stock Agreement (2) 10.1B†* Amended and Restated 2013 Omnibus Incentive Plan of the Company, Form of Incentive Stock Option Agreement (2) 88 Table of Contents 10.1C†* Amended and Restated 2013 Omnibus Incentive Plan of the Company, Form of Nonqualified Stock Option Agreement (2) 10.1D†* Amendment to the Amended and Restated 2013 Omnibus Incentive Plan of the Company, effective as of June 11, 2015 (3) 10.1E†* Amendment to the Amended and Restated 2013 Omnibus Incentive Plan of the Company, effective as of June 9, 2016 (4) 10.1F†* Amendment to the Amended and Restated 2013 Omnibus Incentive Plan of the Company, effective as of June 28, 2017 (5) 10.1G†* Amendment to the Amended and Restated 2013 Omnibus Incentive Plan of the Company, as amended, effective as of June 7, 2018 (7) 10.1H†* Amendment to the Amended and Restated 2013 Omnibus Incentive Plan of the Company, as amended, effective as of June 12, 2019 (9) 10.1I†* Amendment to the Amended and Restated 2013 Omnibus Incentive Plan of the Company, as amended, effective January 5, 2020 (13) 10.1J†* Amendment to the Amended and Restated 2013 Omnibus Incentive Plan of the Company, as amended, effective as of June 19, 2020 (15) 10.1K†* 2013 Amended and Restated Omnibus Incentive Plan of the Company, as amended, Form of Restricted Stock Unit Agreement for Officers (6) 10.1L†* 2013 Amended and Restated Omnibus Incentive Plan of the Company, as amended, Form of Restricted Stock Unit Agreement for Directors (6) 10.2* 2019 Incentive Plan of the Company for Non-Employee Service Providers, effective as of June 12, 2019 (9) Amendment No.1 to Precigen, Inc. 2019 Incentive Plan for Non-Employee Service Providers Amendment No.2 to Precigen, Inc. 2019 Incentive Plan for Non-Employee Service Providers 10.3†* Form of Continuing Employment Agreement (2019) (8) 10.4†* Employment Agreement, dated January 1, 2020, by and between the Company and Helen Sabzevari, Ph.D. (11) 10.5†* Executive Chairman Compensation Arrangement, by and between the Company and Randal J. Kirk (17) 10.6* Securities Issuance Agreement by and among the Company, The University of Texas System Board of Regents on behalf of The University of Texas MD Anderson Cancer Center dated as of January 13, 2015 (1) 10.7†* Precigen, Inc. 2023 Omnibus Incentive Plan (10) Amendment No.1 to Precigen, Inc. 2023 Omnibus Incentive Plan Amendment No.2 to Precigen, Inc. 2023 Omnibus Incentive Plan 10.8†* Form of Restricted Stock Unit Agreement under the 2023 Omnibus Incentive Plan (19) 10.9†** Form of Incentive Stock Option Agreement under the 2023 Omnibus Incentive Plan (19) 10.10†** Form of Continuing Employment Agreement (19) 10.11†* For m of Performance Stock Unit Agreement under the 2023 Omnibus Incentive Plan (17) 10.12†† Product Commercialization Agreement with Eversana Life Science Services, LLC, dated March 19, 2025 (19) 10.13†† Loan Agreement dated as of September 3, 2025, among Precigen, Inc., the guarantors signatory thereto, Biopharma Credit PLC as Collateral Agent, BPCR Limited Partnership and Biopharma Credit Investments V (21) 10.14†† Commercial Supply Agreement, dated August 13, 2025, by and between Precigen, Inc. and Catalent Maryland, Inc. (21) 19.1 Insider Trading Policy (19) 21.1 List of Subsidiaries of Precigen, Inc. 23.1 Consent of Deloitte & Touche LLP 89 Table of Contents 31.1 Certification of Helen Sabzevari, Chief Executive Officer (Principal Executive Officer) of Precigen, Inc., pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2 Certification of Harry Thomasian Jr., Chief Financial Officer (Principal Financial Officer) of Precigen, Inc., pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1** Certification of Helen Sabzevari, Chief Executive Officer (Principal Executive Officer) of Precigen, Inc., pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2** Certification of Harry Thomasian Jr., Chief Financial Officer (Principal Financial Officer) of Precigen, Inc., pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 97** Precigen, Inc. Financial Statement Compensation Recoupment Policy 101** Interactive Data File (Precigen, Inc. and Subsidiaries Consolidated Financial Statements for the years ended December 31, 2025, 2024, and 2023, formatted in Inline XBRL (eXtensible Business Reporting Language)). Attached as Exhibit 101 are the following documents formatted in XBRL: (i) the Consolidated Balance Sheets as of December 31, 2025 and 2024, (ii) the Consolidated Statements of Operations for the years ended December 31, 2025, 2024, and 2023, (iii) the Consolidated Statements of Shareholders' and Total Equity for the years ended December 31, 2025, 2024, and 2023, (iv) the Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024, and 2023 and (v) the Notes to the Consolidated Financial Statements. 104** Cover Page Interactive Data File (embedded within the Inline XBRL document) 90 Table of Contents * Previously filed and incorporated by reference to the exhibit indicated in the following filings by the Company: (1) Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 14, 2015. (2) Current Report on Form 8-K, filed with the Securities and Exchange Commission on June 13, 2014. (3) Current Report on Form 8-K, filed with the Securities and Exchange Commission on June 17, 2015. (4) Current Report on Form 8-K, filed with the Securities and Exchange Commission on June 13, 2016. (5) Current Report on Form 8-K, filed with the Securities and Exchange Commission on June 30, 2017. (6) Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 1, 2018. (7) Current Report on Form 8-K, filed with the Securities and Exchange Commission on June 8, 2018. (8) Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on May 9, 2019. (9) Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on August 9, 2019. (10) Registration Statement on Form S-8, filed with the Securities and Exchange Commission on July 6, 2023. (11) Current Report on Form 8-K, filed with the Securities and Exchange Commission on February 4, 2020. (12) Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 2, 2020. (13) Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on May 11, 2020. (14) Current Report on Form 8-K, filed with the Securities and Exchange Commission on June 4, 2020. (15) Current Report on Form 8-K, filed with the Securities and Exchange Commission on June 19, 2020. (16) Registration Statement on Form S-3, filed with the Securities and Exchange Commission on June 22, 2020. (17) Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 9, 2020. (18) Current Report on Form 8-K, filed with the Securities and Exchange Commission on December 30, 2024 (19) Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 19, 2024. (20) Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on August 12, 2025. (21) Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 13, 2025. ** Furnished herewith † Indicates management contract or compensatory plan. †† Portions of this exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. (c) Financial Statement Schedules The response to Item 15(a)2 is incorporated herein by reference as applicable. Item 16. Form 10-K Summary None. 91 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Dated: March 25, 2026 PRECIGEN, INC. By: /S/ HELEN SABZEVARI Helen Sabzevari Chief Executive Officer and Director Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. Signature Title Date /S/ HELEN SABZEVARI Chief Executive Officer and Director (Principal Executive Officer) 3/25/2026 Helen Sabzevari /S/ HARRY THOMASIAN JR. Chief Financial Officer (Principal Accounting and Financial Officer) 3/25/2026 Harry Thomasian Jr. /S/ RANDAL J. KIRK Executive Chairman 3/25/2026 Randal J. Kirk /S/ NANCY H. AGEE Director 3/25/2026 Nancy H. Agee /S/ CESAR L. ALVAREZ Director 3/25/2026 Cesar L. Alvarez /S/ STEVEN FRANK Director 3/25/2026 Steven Frank /S/ VINITA D. GUPTA Director 3/25/2026 Vinita D. Gupta /S/ FRED HASSAN Director 3/25/2026 Fred Hassan /S/ JEFFREY B. KINDLER Director 3/25/2026 Jeffrey B. Kindler /S/ JAMES S. TURLEY Director 3/25/2026 James S. Turley 92 Table of Contents Index to the Financial Statements and Schedules Page(s) Consolidated Financial Statements of Precigen, Inc. and Subsidiaries F- 2 Report of Independent Registered Public Accounting Firm (PCAOB ID No. 34 ) F- 3 Consolidated Balance Sheets as of December 31, 2025 and 2024 F- 5 Consolidated Statements of Operations for the Years Ended December 31, 2025 , 2024 , and 2023 F- 7 Consolidated Statements of Comprehensive Loss for the Years Ended December 31, 2025 , 2024 , and 2023 F- 8 Consolidated Statements of Mezzanine Equity and Shareholders' Equity for the Years Ended December 31, 2025 , 2024 , and 2023 F- 9 Consolidated Statements of Cash Flows for the Years Ended December 31, 2025 , 2024 , and 2023 F- 12 Notes to the Consolidated Financial Statements F- 15 F-1 Table of Contents Precigen, Inc. and Subsidiaries Consolidated Financial Statements December 31, 2025, 2024, and 2023 F-2 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the shareholders and the Board of Directors of Precigen, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Precigen, Inc. and subsidiaries (the "Company") as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive loss, mezzanine equity and shareholders' equity, and cash flows, for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the US federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Conversion of Preferred Shares – Refer to Notes 6 and 12 to the financial statements Critical Audit Matter Description On September 15, 2025, all of the holders of the Series A Preferred Stock converted 79,000 shares of Preferred Stock (with an aggregate stated value of $79,000) into 54,937,411 shares of common stock of the Company, which were delivered to such holders on September 17, 2025 pursuant to the terms of the Amended and Restated Articles of Incorporation and such Preferred Stock at the then-current conversion rate of 695.4103 shares of common stock of the Company per $1,000 of stated value of Preferred Stock. The Company determined that following the conversion of Preferred Stock and PIK Preferred Shares, the Company no longer holds convertible securities, qualifying them for the equity scope exception under ASC 815. The Warrants were reclassified from liability to equity at the date of settlement, September 17, 2025. We identified the classification and recognition for conversion of preferred shares as a critical audit matter because of the judgments necessary to determine the impact on the consolidated financial statements and the fair value of the warrant liability and PIK preferred shares. This required a high degree of auditor judgment and an increased extent of effort, including the need F-3 Table of Contents to involve our fair value specialists, when performing audit procedures to evaluate the reasonableness of management’s expected volatility of common stock, including selection of the comparable public companies . How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to the classification and recognition for conversion of preferred shares included the following, among others: • We evaluated the adequacy of management’s accounting assessment and their conclusion to account for the conversion of preferred shares and classify warrants as permanent equity considering the following authoritative literature: – ASC 815, Derivatives and Hedging – ASC 480, Distinguishing Liabilities from Equity – ASC 470, Debt with Conversion and Other Options – ASC 260, Presentation - Earnings Per Share • With the assistance of our fair value specialists, we evaluated the fair value measurement of the warrant liability and PIK preferred shares, as follows: – Evaluated management’s valuation methodology used to arrive at the amount of warrant liability and paid-in-kind preferred shares. – Evaluated the incorporation of the applicable estimates and assumptions into the Black-Scholes model and risk-free interest rate as well as testing the model’s mathematical accuracy. – Tested the underlying source information used by management in making the estimates and assumptions, including the selection of the comparable public companies used in the expected volatility of the common stock. – Developed an independent estimate of the warrant liability and paid-in-kind preferred shares and compared our estimate to that used by management. – Evaluated the change in fair value of warrants at redemption • We evaluated the presentation and disclosure of the conversion of preferred shares and warrants in the financial statements. – Evaluated the value of common shares at conversion and deemed dividend of preferred shares in accordance with ASC 260. /s/ Deloitte & Touche LLP Baltimore, Maryland March 25, 2026 We have served as the Company’s auditor since 2019. F-4 Table of Contents Precigen, Inc. and Subsidiaries Consolidated Balance Sheets December 31, 2025, and 2024 (Amounts in thousands, except share data) 2025 2024 Assets Current assets Cash and cash equivalents $ 30,234 $ 29,517 Short-term investments 67,624 68,393 Receivables Trade, less allowance for credit losses of $ 0 as of December 31, 2025 and 2024. 3,916 926 Other 446 237 Inventory 9,581 — Prepaid expenses and other 3,434 3,341 Total current assets 115,235 102,414 Long-term investments 2,511 — Property, plant and equipment, net 13,758 13,831 Intangible assets, net 3,182 4,455 Goodwill 15,232 19,139 Right-of-use assets 4,679 5,056 Other assets 908 371 Total assets $ 155,505 $ 145,266 The accompanying notes are an integral part of these consolidated financial statements. F-5 Table of Contents Precigen, Inc. and Subsidiaries Consolidated Balance Sheets December 31, 2025 and 2024 (Amounts in thousands, except share data) 2025 2024 Liabilities, Mezzanine Equity and Shareholders' Equity Current liabilities Accounts payable $ 11,985 $ 3,531 Accrued compensation and benefits 10,199 8,417 Other accrued liabilities 10,993 4,812 Indemnification accrual 2,476 3,213 Deferred revenue 517 589 Current portion of lease liabilities 1,136 956 Total current liabilities 37,306 21,518 Long-term debt 93,174 — Deferred revenue, net of current portion — 1,934 Lease liabilities, net of current portion 3,980 4,546 Other long-term liabilities 134 — Warrant liabilities — 50,537 Total liabilities 134,594 78,535 Commitments and contingencies (Note 15) Mezzanine Equity Series A Preferred Stock, no par value, 81,000 shares authorized as of December 31, 2025 and December 31, 2024; zero and 79,000 shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively (aggregate liquidation preference of zero as of December 31, 2025 and $ 79,000 as of December 31, 2024). — 28,218 Shareholders' equity Common stock, no par value, 700,000,000 shares authorized as of December 31, 2025 and 400,000,000 authorized as of December 31, 2024; 353,910,926 shares and 292,869,097 shares issued as of December 31, 2025 and 2024, 353,910,926 shares and 292,869,097 shares outstanding as of December 31, 2025 and 2024, respectively. — — Additional paid-in capital 2,362,252 2,129,207 Accumulated deficit ( 2,341,348 ) ( 2,090,706 ) Accumulated other comprehensive income 7 12 Total shareholders' equity 20,911 38,513 Total liabilities, mezzanine equity and shareholders' equity $ 155,505 $ 145,266 The accompanying notes are an integral part of these consolidated financial statements. F-6 Table of Contents Precigen, Inc. and Subsidiaries Consolidated Statements of Operations Years Ended December 31, 2025, 2024, and 2023 (Amounts in thousands, except share and per share data) 2025 2024 2023 Revenues Collaboration and licensing revenues $ 1,818 $ — $ 75 Product revenues, net 3,975 422 840 Service revenues 3,891 3,503 5,310 Total revenues 9,684 3,925 6,225 Operating Expenses Cost of products and services 4,823 4,267 6,119 Research and development 41,333 53,070 48,614 Selling, general and administrative 70,128 41,293 40,415 Impairment of goodwill 3,907 7,409 10,390 Impairment of other noncurrent assets — 32,915 445 Total operating expenses 120,191 138,954 105,983 Operating loss ( 110,507 ) ( 135,029 ) ( 99,758 ) Other Income (Expense), Net Change in fair value of warrant liabilities ( 139,523 ) — — Interest expense ( 3,867 ) ( 6 ) ( 468 ) Interest income 3,215 1,418 3,237 Other income, net 43 5,589 627 Total other (expense) income, net ( 140,132 ) 7,001 3,396 Loss before income taxes ( 250,639 ) ( 128,028 ) ( 96,362 ) Income tax (expense) benefit ( 3 ) 1,793 458 Net loss $ ( 250,642 ) $ ( 126,235 ) $ ( 95,904 ) Deemed dividend on preferred stock ( 179,000 ) — — Net loss attributable to common shareholders $ ( 429,642 ) $ ( 126,235 ) $ ( 95,904 ) Net loss per share attributable to common shareholders Net loss per share attributable to common shareholders, basic and diluted $ ( 1.37 ) $ ( 0.47 ) $ ( 0.39 ) Weighted average shares outstanding, basic and diluted 312,980,562 267,727,426 244,536,221 The accompanying notes are an integral part of these consolidated financial statements. F-7 Table of Contents Precigen, Inc. and Subsidiaries Consolidated Statements of Comprehensive Loss Years Ended December 31, 2025, 2024, and 2023 (Amounts in thousands) 2025 2024 2023 Net loss $ ( 250,642 ) $ ( 126,235 ) $ ( 95,904 ) Other comprehensive income (loss): Unrealized (loss) gain on investments ( 5 ) 43 727 Gain (loss) on foreign currency translation adjustments — ( 999 ) 814 Release of cumulative foreign currency translation adjustments to other income (expense), net — 2,915 — Comprehensive loss ( 250,647 ) ( 124,276 ) ( 94,363 ) Deemed dividend on preferred stock ( 179,000 ) — — Comprehensive loss attributable to common shareholders $ ( 429,647 ) $ ( 124,276 ) $ ( 94,363 ) The accompanying notes are an integral part of these consolidated financial statements. F-8 Table of Contents Precigen, Inc. and Subsidiaries Consolidated Statements of Mezzanine Equity and Shareholders' Equity Years Ended December 31, 2025, 2024, and 2023 (Amounts in thousands, except share data) Mezzanine Equity Common Stock Treasury Stock Additional Paid-in Capital Accumulated Other Comprehensive (Loss) Income Accumulated Deficit Total Shareholders' Equity Shares Amount Shares Amount Shares Amount Balances at December 31, 2022 — $ — 208,150,021 $ — — $ — $ 1,998,314 $ ( 3,488 ) $ ( 1,868,567 ) $ 126,259 Stock-based compensation expense — — — — — — 9,888 — — 9,888 Shares issued upon vesting of restricted stock units and for exercises of stock options — — 751,233 — — — — — — — Shares issued for accrued compensation — — 3,068,825 — — — 3,361 — — 3,361 Shares issued as payment for services — — 465,808 — — — 545 — — 545 Shares issued in public offering, net of issuance costs 43,962,640 — 72,808 — — 72,808 Shares returned pursuant to share lending agreement ( 7,479,431 ) — 7,479,431 — — — — Net loss — — — — — — — — ( 95,904 ) ( 95,904 ) Other comprehensive income — — — — — — — 1,541 — 1,541 Balances at December 31, 2023 — $ — 248,919,096 $ — 7,479,431 $ — $ 2,084,916 $ ( 1,947 ) $ ( 1,964,471 ) $ 118,498 The accompanying notes are an integral part of these consolidated financial statements. F-9 Table of Contents Precigen, Inc. and Subsidiaries Consolidated Statements of Mezzanine Equity and Shareholders' Equity Years Ended December 31, 2025, 2024, and 2023 (Amounts in thousands, except share data) Mezzanine Equity Common Stock Treasury Stock Additional Paid-in Capital Accumulated Other Comprehensive (Loss) Income Accumulated Deficit Total Shareholders' Equity Shares Amount Shares Amount Shares Amount Balances at December 31, 2023 — $ — 248,919,096 $ — 7,479,431 $ — $ 2,084,916 $ ( 1,947 ) $ ( 1,964,471 ) $ 118,498 Stock-based compensation expense — — — — — — 9,471 — — 9,471 Shares issued upon vesting of restricted stock units and for exercises of stock options — — 1,514,394 — ( 1,514,394 ) — 346 — — 346 Shares issued for accrued compensation — — 2,170,885 — ( 2,170,885 ) — 3,039 — — 3,039 Shares issued as payment for services — — 385,783 — ( 385,783 ) — 553 — — 553 Shares issued in public offering, net of issuance costs — — 39,878,939 — ( 3,408,369 ) — 30,882 — — 30,882 Issuance of Series A Preferred Stock 79,000 $ 28,218 — — — — — — — — Net loss — — — — — — — — ( 126,235 ) ( 126,235 ) Reclassification of cumulative foreign currency translation adjustments to other income (expense), net — — — — — 2,915 — 2,915 Other comprehensive loss — — — — — — — ( 956 ) — ( 956 ) Balances at December 31, 2024 79,000 $ 28,218 292,869,097 $ — — $ — $ 2,129,207 $ 12 $ ( 2,090,706 ) $ 38,513 The accompanying notes are an integral part of these consolidated financial statements. F-10 Table of Contents Precigen, Inc. and Subsidiaries Consolidated Statements of Mezzanine Equity and Shareholders' Equity Years Ended December 31, 2025, 2024, and 2023 (Amounts in thousands, except share data) Mezzanine Equity Common Stock Treasury Stock Additional Paid-in Capital Accumulated Other Comprehensive (Loss) Income Accumulated Deficit Total Shareholders' Equity Shares Amount Shares Amount Shares Amount Balances at December 31, 2024 79,000 $ 28,218 292,869,097 $ — — $ — $ 2,129,207 $ 12 $ ( 2,090,706 ) $ 38,513 Stock-based compensation expense — — — — — — 11,238 — — 11,238 Shares issued upon vesting of restricted stock units, performance stock units and for exercises of stock options — — 3,510,139 — — 1,202 — — 1,202 Shares issued for accrued compensation — — 3,566,563 — — 4,880 — — 4,880 Shares issued as payment for services — — 302,582 — — 527 — — 527 Repurchase of shares to satisfy tax withholding — — ( 1,274,866 ) — — ( 1,776 ) — — ( 1,776 ) Vested Performance stock units paid in cash — — — — — — ( 1,304 ) — — ( 1,304 ) Preferred stock deemed dividend upon conversion — 179,000 — — — — ( 179,000 ) — — ( 179,000 ) Net loss — — — — — — — — ( 250,642 ) ( 250,642 ) Preferred stock conversion to common stock ( 79,000 ) ( 209,883 ) 54,937,411 — — — 209,883 — — 209,883 Other — 2,665 — — — — ( 2,665 ) — — ( 2,665 ) Warrant liability reclassified to permanent equity — — — — — — 190,060 — 190,060 Other comprehensive loss — — — — — — — ( 5 ) — ( 5 ) Balances at December 31, 2025 — $ — 353,910,926 $ — — $ — $ 2,362,252 $ 7 $ ( 2,341,348 ) $ 20,911 The accompanying notes are an integral part of these consolidated financial statements. F-11 Table of Contents Precigen, Inc. and Subsidiaries Consolidated Statements of Cash Flows Years Ended December 31, 2025, 2024, and 2023 (Amounts in thousands) 2025 2024 2023 Cash flows from operating activities Net loss $ ( 250,642 ) $ ( 126,235 ) $ ( 95,904 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 3,199 4,526 6,668 Gain (Loss) on disposals of assets, net 14 ( 2 ) ( 72 ) Impairment of goodwill 3,907 7,409 10,390 Impairment of other noncurrent assets — 32,915 445 Gain on debt retirement — — ( 60 ) Loss on reclassification of cumulative foreign currency translation adjustments — 2,915 — Change in fair value of warrant liabilities 139,523 — — Amortization of discounts on investments, net ( 2,205 ) ( 883 ) ( 1,809 ) Stock-based compensation expense 10,866 9,471 9,888 Shares issued as payment for services 527 553 545 Accretion of debt discount and amortization of deferred financing costs 356 — 60 Deferred income taxes — ( 1,795 ) ( 479 ) Issuance cost related to Warrants — 292 — Other noncash items — — 2 Changes in operating assets and liabilities: Receivables: Trade ( 2,990 ) ( 24 ) 76 Other ( 209 ) 438 12,153 Inventory ( 9,209 ) — — Prepaid expenses and other ( 93 ) 981 748 Other assets ( 556 ) 120 129 Accounts payable 8,768 1,549 ( 2,421 ) Accrued compensation and benefits 6,662 3,145 5,227 Other accrued liabilities 6,869 ( 1,827 ) 782 Deferred revenue ( 2,006 ) 196 484 Lease liabilities ( 9 ) ( 55 ) ( 107 ) Other long-term liabilities 134 — — Indemnification Accruals ( 737 ) ( 1,862 ) ( 13,675 ) Net cash used in operating activities ( 87,831 ) ( 68,173 ) ( 66,930 ) The accompanying notes are an integral part of these consolidated financial statements. F-12 Table of Contents Precigen, Inc. and Subsidiaries Consolidated Statements of Cash Flows Years Ended December 31, 2025, 2024, and 2023 (Amounts in thousands) 2025 2024 2023 Cash flows from investing activities Purchases of investments ( 208,006 ) ( 187,206 ) ( 185,026 ) Sales and maturities of investments 208,466 175,016 183,377 Purchases of property, plant and equipment ( 1,995 ) ( 8,584 ) ( 1,536 ) Proceeds from sale of assets — 60 98 Net cash used in investing activities ( 1,535 ) ( 20,714 ) ( 3,087 ) Cash flows from financing activities (Payments) Proceeds from issuance of common stock, net of issuance costs ( 355 ) 31,237 72,808 Proceeds from long-term debt, net of issuance costs 92,818 — — Payments of long-term debt, including cost to retire of $ 120 in 2023 — — ( 43,219 ) (Payments) Proceeds from issuance of Series A Preferred Stock and Warrants, net of issuance cost ( 537 ) 79,000 — Cash Settlement of Performance Stock Units ( 1,304 ) — — Payments to taxing authorities in connection with shares directly withheld from employees ( 1,776 ) — — Proceeds from stock option exercises 1,202 346 — Net cash provided by financing activities 90,048 110,583 29,589 Effect of exchange rate changes on cash, cash equivalents, and restricted cash 35 ( 27 ) ( 320 ) Net increase (decrease) in cash, cash equivalents, and restricted cash 717 21,669 ( 40,748 ) Cash, cash equivalents, and restricted cash Beginning of year 29,517 7,848 48,596 End of year $ 30,234 $ 29,517 $ 7,848 The accompanying notes are an integral part of these consolidated financial statements. F-13 Table of Contents Precigen, Inc. and Subsidiaries Consolidated Statements of Cash Flows Years Ended December 31, 2025, 2024, and 2023 (Amounts in thousands) 2025 2024 2023 Supplemental disclosure of cash flow information Cash paid during the period for interest $ 3,510 $ 7 $ 1,171 Cash paid during the period for income taxes 3 4 21 Significant noncash activities Accrued compensation paid in equity awards 3,578 3,039 3,361 Conversion of preferred stock to common stock 209,883 — — Settlement of warrants to equity 190,060 — — Purchases of property and equipment included in accounts payable and other accrued liabilities 214 341 566 Issuance costs included in accounts payable and other accrued liabilities — 892 — F-14 Table of Contents Precigen, Inc. and Subsidiaries Notes to the Consolidated Financial Statements (Amounts in thousands, except share and per share data) 1. Organization and Basis of Presentation Precigen, Inc. ("Precigen"), a Virginia corporation, is a commercial-stage biopharmaceutical company specializing in the advancement of innovative precision medicines to improve the lives of patients. Precigen is leveraging its proprietary technology platforms to develop product candidates designed to target urgent and intractable diseases in our core therapeutic areas of immuno-oncology, autoimmune disorders, and infectious diseases. Precigen’s primary operations are located in the state of Maryland. In August 2025, Precigen announced that Papzimeos (Zopapogene Imadenovec-drba, PRGN-2012), an AdenoVerse immunotherapy, had received full approval by the U.S. Food and Drug Administration ("FDA") for the treatment of adults with recurrent respiratory Papillomatosis ("RRP"), and a confirmatory clinical trial is not required. Papzimeos is the first immunotherapy approved for the treatment of RRP. Papzimeos has also received Orphan Drug designation from the European Commission. The FDA approval of Papzimeos transitions Precigen from a development-stage to a commercial-stage company. Precigen also has one wholly owned operating subsidiary, Exemplar Genetics, LLC ("Exemplar"). Exemplar is committed to enabling the study of life-threatening human diseases through the development of MiniSwine Yucatan miniature pig research models and services. Exemplar's primary operations are located in the State of Iowa. Precigen's other historical operating subsidiary, Precigen ActoBio, Inc. ("ActoBio") ceased operations during 2024. ActoBio utilized a proprietary class of microbe-based biopharmaceuticals that enable expression and local delivery of disease-modifying therapeutics, with its primary operations having been located in Ghent, Belgium. As part of a continuing effort to strategically prioritize the application of resources to particular development efforts, in 2024, the Company initiated a shutdown of ActoBio's operations. This included terminating leases and employees, and the disposition of certain of its assets and obligations with a focus on the preservation of ActoBio's intellectual property. See Notes 8 and 9 for further discussion related to non-cash impairment charges recorded during 2024, and Note 12 for discussion of cumulative translation losses reclassified into operations in the year ended 2024 in relation to these activities. During the year ended 2024, the Company also recorded a charge related to employee severance and termination benefits related to ActoBio employees of $ 2,100 , fully paid during 2024, of which $ 1,700 is included in research and development expenses and $ 400 is included in selling, general and administrative expenses included in the accompanying consolidated statement of operations for the year ended December 31, 2024. In addition to the 2024 actions taken at ActoBio noted above, in August 2024 the Company also began undertaking a strategic prioritization of its clinical portfolio and streamlining of its resources, including a reduction of over 20 % of its workforce, to focus on the potential commercialization of PRGN-2012, now Papzimeos. These strategic changes were designed to reduce required resources for non-priority programs and enable the Company to focus on pre-commercialization efforts regarding Papzimeos, including supporting the submission of a rolling biologics license application ("BLA") under an accelerated approval pathway which was filed in the fourth quarter of 2024 and manufacturing commercial product. As a result of the actions taken related to this reduction in its workforce, the Company recorded a charge in 2024 related to employee severance and termination benefits of $ 1,639 , of which $ 594 is included in research and development expenses and $ 1,045 is included in selling, general and administrative expenses included in the accompanying consolidated statement of operations for the year ended December 31, 2024. Precigen and its consolidated subsidiaries are hereinafter collectively referred to as the "Company". Liquidity As of December 31, 2025, the Company had $ 100,369 in cash, cash equivalents and investments, which includes proceeds from the non-dilutive financing agreement entered into in the third quarter of 2025 (see Note 10). Management believes that existing liquid assets as of December 31, 2025, as well as proceeds from past and future sales of Papzimeos, will allow the Company to continue its operations for at least a year from the issuance date of these consolidated financial statements. These consolidated financial statements are presented in United States dollars and are prepared under accounting principles generally accepted in the United States of America ("U.S. GAAP"). The Company is subject to a number of risks similar to those of other companies launching their first commercial product as well as conducting high-risk, early-stage research and development of therapeutic product candidates. Additionally, the accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. F-15 Table of Contents As the Company continues to incur losses, its transition to profitability will depend on the successful commercialization of Papzimeos and potential other product candidates and on the achievement of sufficient revenues to support the Company's cost structure. In addition, the Company may decide, or be required, to raise additional capital. This additional capital could be raised through a combination of non-dilutive financings (including debt financings, collaborations, strategic alliances, monetization of core and non-core assets, marketing, distribution or licensing arrangements, and/or dilutive financings including equity and/or debt financings which may include an equity component). Also, any collaborations, strategic alliances, monetization of assets or marketing, distribution or licensing arrangement may require the Company to give up some or all of its rights to a product or technology, which in some cases may be at less than the full potential value of such rights. 2. Summary of Significant Accounting Policies Principles of Consolidation The accompanying consolidated financial statements reflect the operations of Precigen and its majority-owned subsidiaries. All intercompany accounts and transactions have been eliminated. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Risks and Uncertainties The Company is subject to a number of risks similar to those of other companies launching their first commercial product as well as conducting high-risk, early-stage research and development of therapeutic product candidates. Principal among these risks are the forecasted demand for Papzimeos, dependence on key individuals and intellectual property, competition from products and companies, the technical risks associated with the manufacturing of Papzimeos, and the technical risks associated with the successful research, development and manufacturing of therapeutic product candidates. Revenue recognition Under Accounting Standards Codification ("ASC") Topic 606, Revenue from Contracts with Customers (“Topic 606”), an entity recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration that the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of Topic 606, the entity performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price, including variable consideration, if any; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when the entity satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration to which it is entitled in exchange for the goods or services it transfers to the customer. Once a contract is determined to be within the scope of Topic 606, the Company assesses the goods or services promised within each contract and determines those that are performance obligations. Arrangements that include rights to additional goods or services that are exercisable at a customer’s discretion are generally considered options. The Company assesses if these options provide a material right to the customer and if so, they are considered performance obligations. The Company assesses whether each promised good or service is distinct to identify the performance obligations in the contract. This assessment involves subjective determinations and requires management to make judgments about the individual promised goods or services and whether such are separable from the other aspects of the contractual relationship. Promised goods and services are considered distinct provided that: (i) the customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer and (ii) the entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract. The transaction price is then determined and allocated to the identified performance obligations in proportion to their standalone selling prices (“SSP”) on a relative SSP basis. SSP is determined at contract inception and is not updated to reflect changes between contract inception and when the performance obligations are satisfied. F-16 Table of Contents If the consideration promised in a contract includes a variable amount, the Company estimates the amount of consideration to which it will be entitled in exchange for transferring the promised goods or services to a customer. The Company determines the amount of variable consideration by using the expected value method or the most likely amount method. The Company includes the unconstrained amount of estimated variable consideration in the transaction price. The amount included in the transaction price is constrained to the amount for which it is probable that a significant reversal of cumulative revenue recognized will not occur. At the end of each subsequent reporting period, the Company re-evaluates the estimated variable consideration included in the transaction price and any related constraint, and if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis in the adjustment period. In determining the transaction price, the Company adjusts consideration for the effects of the time value of money if the timing of payments provides the Company with a significant benefit of financing. The Company does not assess whether a contract has a significant financing component if the expectation at contract inception is such that the period between payment by the licensees and the transfer of the promised goods or services to the licensees will be one year or less. The Company assessed each of its revenue generating arrangements to determine whether a significant financing component exists and concluded that a significant financing component does not exist in any of its arrangements. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) each performance obligation is satisfied, either at a point in time or over time, and if over time recognition is based on the use of an output or input method. Product revenue - Papzimeos In 2025, the Company received FDA approval for Papzimeos and initiated commercial sales during the fourth quarter of 2025. Product revenue represents the consideration that the Company expects to receive from the sale of Papzimeos to customers, net of variable consid eration. The Company entered into a limited number of arrangements with specialty distributors in the United States to distribute Papzimeos to certain medical centers or hospitals and specialty pharmacy providers. The Company recognizes revenue on product sales when the performance obligation to provide units of Papzimeos is satisfied, which occurs upon delivery to the site of care or specialty pharmacy. In addition to distribution agreements with customers, the Company enters into arrangements with health care providers and payers that obligate the Company to have government mandated and/or privately negotiated re bates, chargebacks, and discounts with respect to the purchase of the Company’s products. Product revenue is recorded at the wholesale acquisition cost that the Company charges their customers less amounts the Company is required to remit back to customers, including chargebacks, trade discounts and allowances, product returns, government and payer rebates, and patient assistance. Actual amounts of consideration ultimately received may differ from the Company’s estimates. If actual results in the future vary from the Company’s estimates, the Company will adjust these estimates, which would affect net product sales and earnings in the period of the adjustment. P ayment terms for Papzimeos generally require customers to remit payment between 60 and 127 days from the date of sale. Product and service revenues - Exemplar The Company generates product and service revenues through Exemplar, which consists of the development and sale of genetically engineered miniature swine models and related service offerings. The Company evaluates each promised product or service under its contracts and identifies performance obligations for each distinct product or service. The Company then allocates the transaction price of the contract to each performance obligation, recognizing the transaction price as revenue at a point in time when control of the promised product or over time when the promised service is rendered. The Company typically recognizes revenue using an output-based measure, generally time elapsed or days of service, to measure progress and transfer of the control of the performance obligation to the customer. Payment terms are typically due within 30 days of invoicing, which occurs prior to or when revenue is recognized. Exemplar revenues primarily consist of over‑time service revenue and point‑in‑time product sales, whereas Papzimeos is recognized exclusively at a point in time upon delivery to the patient. Collaboration and licensing revenues The Company has historically generated collaboration and licensing revenues through agreements with collaborators (known as exclusive channel collaborations or "ECCs") and licensing agreements whereby the collaborators or the licensee obtained exclusive access to the Company's proprietary technologies for use in the research, development and commercialization of products and/or treatments in a contractually specified field of use. Generally, the terms of these agreements provided that the Company received some or all of the following: (i) upfront payments upon consummation of the agreement; (ii) reimbursements for costs incurred by the Company for research and development and/or manufacturing efforts related to F-17 Table of Contents specific applications provided for in the agreement; (iii) milestone payments upon the achievement of specified development, regulatory, and commercial activities; and (iv) royalties on sales of products arising from the collaboration or licensing agreement. The agreement typically continued in perpetuity unless terminated and each of the Company's collaborators retain a right to terminate the agreement upon providing the Company written notice a certain period of time prior to such termination, generally 90 days. The Company's collaboration and licensing agreements typically contain multiple promises, including technology licenses, research and development services and, in certain cases, manufacturing services. The Company determined whether each of the promises is a distinct performance obligation. As the nature of the promises in the Company's collaboration and licensing agreements were highly integrated and interrelated, the Company typically combined most of its promises into a single performance obligation. Because the Company was performing research and development services during early-stage development, the services were integral to the utilization of the technology license. Therefore, the Company determined that the technology license and research and development services were typically inseparable from each other during the performance period of its collaboration and licensing agreements. Options to acquire additional services were considered to determine if they constituted material rights. Contingent manufacturing services that may be provided under certain of the Company's agreements were considered to be a separate future contract and not part of the collaboration or licensing agreement. At contract inception, the Company determined the transaction price, including fixed consideration and any estimated amounts of variable consideration. The transaction price was allocated to the performance obligations in the agreement based on the standalone selling price of each performance obligation. The Company utilized judgment to determine the most appropriate method to measure its progress of performance under the agreement, primarily based on inputs necessary to fulfill the performance obligation. From time to time, the Company and certain collaborators may cancel their agreements, relieving the Company of any further performance obligations under the agreement. Upon such cancellation or when the Company has determined no further performance obligations are required of the Company under an agreement, the Company recognizes any remaining deferred revenue as revenue. Research and Development The Company considers that regulatory requirements inherent in the research and development of new products preclude it from capitalizing such costs. Research and development expenses include salaries and related costs of research and development personnel, including stock-based compensation expense, costs to acquire or reacquire technology rights, contract research organizations and consultants, facilities, materials and supplies associated with research and development projects as well as various laboratory studies. Costs incurred in conjunction with collaboration and licensing arrangements are included in research and development. Indirect research and development costs include depreciation, amortization, and other indirect overhead expenses. The Company has research and development arrangements with third parties that include upfront and milestone payments. As of December 31, 2025 and 2024, the Company had research and development commitments with third parties that had not yet been incurred totaling $ 6,220 and $ 5,885 , respectively. The commitments are generally cancellable by the Company by providing written notice at least sixty days before the desire termination date. Cash and Cash Equivalents All highly liquid investments with an original maturity of three months or less at the date of purchase are considered to be cash equivalents. Cash balances at a limited number of banks may periodically exceed insurable amounts. The Company believes that it mitigates its risk by investing in or through major financial institutions. Recoverability of investments is dependent upon the performance of the issuer. Short-term and Long-term Investments As of December 31, 2025 and 2024, short-term and long-term investments include corporate bonds, United States government debt securities and certificates of deposit. The Company determines the appropriate classification as short-term or long-term at the time of purchase based on original maturities and management's reasonable expectation of sales and redemption. The Company reevaluates such classification at each balance sheet date. F-18 Table of Contents Fair Value of Financial Instruments Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset and liability. As a basis for considering such assumptions, the Company uses a three-tier fair value hierarchy that prioritizes the inputs used in its fair value measurements. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows: Level 1: Quoted prices in active markets for identical assets and liabilities; Level 2: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly; and Level 3: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available. Concentrations of Risk Due to the Company's fixed rate securities holdings, the Company's investment portfolio is susceptible to changes in interest rates. As of December 31, 2025, gross unrealized losses on the Company's short-term and long-term investments were not material. From time to time, the Company may liquidate some or all of its investments to fund operational needs or other activities, such as capital expenditures or business acquisitions. Although the Company has no intent to liquidate such investments, depending on which investments the Company liquidates to fund these activities, the Company could recognize a portion, or all, of the gross unrealized losses. Financial instruments that potentially subject the Company to concentration of credit risk consist primarily of trade and other receivables. The Company manages credit risk through credit approvals, credit limits, and monitoring procedures. The Company performs ongoing credit evaluations of its customers but generally does not require collateral to support accounts receivable. Equity Method Investments The Company has accounted for its investment in its joint ventures ("JVs") using the equity method of accounting based upon relative ownership interest. At December 31, 2025 and 2024, the Company does not hold any material investments in JVs. Variable Interest Entities The Company identifies entities that (i) do not have sufficient equity investment at risk to permit the entity to finance its activities without additional subordinated financial support or (ii) in which the equity investors lack an essential characteristic of a controlling financial interest as variable interest entities ("VIEs"). The Company performs an initial and on-going evaluation of the entities with which the Company has variable interests to determine if any of these entities are VIEs. If an entity is identified as a VIE, the Company performs an assessment to determine whether the Company has both (i) the power to direct activities that most significantly impact the VIE's economic performance and (ii) have the obligation to absorb losses from or the right to receive benefits of the VIE that could potentially be significant to the VIE. If both of these criteria are satisfied, the Company is identified as the primary beneficiary of the VIE. As of December 31, 2025 and 2024 , the Company determined that certain of its collaborators and JVs were VIEs. The Company was not the primary beneficiary for these entities since it did not have the power to direct the activities that most significantly impact on the economic pe rformance of the VIEs. As of December 31, 2025 and 2024, the Company had no risk of loss related to the identified VIEs. Accounts Receivable The Company's expected loss allowance methodology for accounts receivable is developed using historical collection experience, current and future economic and market conditions, and a review of the current status of accounts receivables. Balances are written off at the point when collection attempts have been exhausted. F-19 Table of Contents Estimates are used to determine the loss allowance, which is based on assessment of anticipated payment and other historical, current, and future information that is reasonably available. The following table shows the activity in the allowance for credit losses for the years ended December 31, 2025, 2024, and 2023: 2025 2024 2023 Beginning balance $ — $ 184 $ 184 Write offs of accounts receivable, net of recoveries — ( 184 ) — Ending balance $ — $ — $ 184 Inventory Prior to an initial regulatory authorization for our drug product candidates, we expense costs related to raw materials and inventory production as research and development expenses in our consolidated statements of operations in the period incurred. We capitalize the costs of production as inventory once regulatory authorization has been obtained and commercialization is considered probable, as we expect to realize future economic benefit from the sales of the drug product candidate. The Company began capitalizing inventory in the third quarter of 2025 upon the receipt of the regulatory approval of Papzimeos. Prior to that point, all related costs were expensed as incurred and classified as research and development expenses. Inventories include the cost of materials, third-party contract manufacturing and packaging services, and overhead associated with manufacturing. Inventory is stated at the lower of cost or net realizable value, and is determined using the first-in, first-out method. The Company evaluates inventory recoverability at each reporting period and adjusts net realizable value for excess, slow-moving or obsolete inventory based on projected sales activity compared to product shelf-life. If the net realizable value is lower than costs, the inventory is written down accordingly, and the resulting charge is recognized as a component of cost of goods sold in the Company’s consolidated statements of operations. Write‑downs are recorded in the period identified and are not subsequently reversed. Inventory used for clinical development purposes is expensed to research and development expense when consumed. Property, Plant and Equipment Property, plant and equipment are stated at cost, less accumulated depreciation and amortization. Major additions or betterments are capitalized, and repairs and maintenance are expensed as incurred. Depreciation and amortization is calculated using the straight-line method over the estimated useful lives of the assets. The estimated useful lives of these assets are as follows: Years Land improvements 9 – 15 Buildings and building improvements 9 – 15 Furniture and fixtures 2 – 7 Equipment 3 – 7 Breeding stock 2 Computer hardware and software 1 – 5 Leasehold improvements are amortized over the shorter of the useful life of the asset or the applicable lease term, generally one to seven years . Operating Leases The Company determines if an arrangement is a lease at inception. Operating leases are included as right-of-use assets ("ROU Assets") and lease liabilities on the consolidated balance sheets. The Company has elected not to recognize ROU Assets or lease liabilities for leases with lease terms of one year or less. F-20 Table of Contents Lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. The initial measurement of the ROU Asset also includes any lease payments made, adjusted for lease incentives. For leases that contain fixed non-lease payments, the Company accounts for the lease and non-lease components as a single lease component. Variable lease payments, which primarily include payments for non-lease components such as maintenance costs, are excluded from the ROU Assets and lease liabilities and are recognized in the period in which the obligation for those payments is incurred. As the Company's operating leases do not provide an implicit interest rate, the Company uses its incremental borrowing rate at the lease commencement date, which is the estimated rate the Company would be required to pay for a collateralized borrowing equal to the total lease payments over the term of the lease, in determining the present value of future payments. The lease term for all of the Company's leases includes the noncancelable period of the lease plus any additional periods covered by options that the Company is reasonably certain to exercise, either to extend or to not terminate the lease. Lease expense is recognized on a straight-line basis over the lease term. Intangible Assets Intangible assets subject to amortization consist of patents, developed technologies and know-how; customer relationships; and trademarks acquired as a result of mergers and acquisitions. These intangible assets are subject to amortization, were recorded at fair value at the date of acquisition, and are stated net of accumulated amortization. The Company amortizes long-lived intangible assets to reflect the pattern in which the economic benefits of the intangible asset are expected to be realized. The intangible assets are amortized over their estimated useful lives, ranging from seven to thirteen years with an average of ten years for the patents and developed technologies, and know-how. Impairment of Long-Lived Assets Long-lived assets to be held and used, including property, plant and equipment, ROU Assets, and intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. Conditions that would necessitate an impairment assessment include a significant decline in the observable market value of an asset, a significant change in the extent or manner in which an asset is used, or a significant adverse change that would indicate that the carrying amount of an asset or group of assets is not recoverable. See Notes 8 and 9 for additional discussion of impairment of long-lived assets for the years ended December 31, 2024 and 2023. Goodwill Goodwill represents the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized. Goodwill is reviewed for impairment at least annually. The Company may elect to perform a qualitative assessment to determine whether it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount prior to performing the goodwill impairment test. If this is the case, the quantitative goodwill impairment test is required. If it is more-likely-than-not that the fair value of a reporting unit is greater than the carrying amount, the quantitative goodwill impairment test is not required. When a quantitative goodwill impairment test is performed, the fair value of the reporting unit is compared with its carrying amount (including goodwill). If the fair value of the reporting unit is less than its carrying amount, the entity must record the impairment charge for the excess carrying amount, which is limited to the amount of goodwill allocated to the reporting unit. If the fair value of the reporting unit exceeds its carrying amount, no goodwill impairment charge is necessary. The Company performs its annual impairment review of goodwill on December 31 and performs incremental impairment reviews if a triggering event occurs prior to the annual impairment review. When the Company performs quantitative evaluations, the fair value of the reporting units is primarily determined based on the income approach. The income approach is a valuation technique in which fair value is based on forecasted future cash flows, discounted at the appropriate rate of return commensurate with the risk as well as current rates of return for equity and debt capital as of the valuation date. The forecast used in the Company's estimation of fair value was developed by management based on historical operating results, incorporating adjustments to reflect management's planned changes in operations and market considerations. The discount rate utilizes a risk adjusted weighted average cost of capital. See Note 9 for additional discussion regarding goodwill impairment charges recorded in the years ended December 31, 2025, 2024 and 2023. F-21 Table of Contents Impairment of Long-Lived Assets Long-lived assets to be held and used, including property, plant and equipment, ROU Assets, and intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. Conditions that would necessitate an impairment assessment include a significant decline in the observable market value of an asset, a significant change in the extent or manner in which an asset is used, or a significant adverse change that would indicate that the carrying amount of an asset or group of assets is not recoverable. See Notes 8 and 9 for additional discussion of impairment of long-lived assets for the years ended December 31, 2024 and 2023. Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to both differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases as well as operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date of the change. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. The Company identifies any uncertain income tax positions and recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest, if any, related to unrecognized tax benefits as a component of interest expense. Penalties, if any, are recorded in selling, general and administrative expenses. Long-term debt The Company's term loans are initially recognized at fair value, net of any directly attributable transaction costs. Subsequent to initial recognition, debt is measured at amortized cost using the effective interest method. Interest expense is recognized in the consolidated statements of operations using the effective interest rate, which allocates interest over the relevant period. The Company evaluates the classification of debt instruments based on their contractual terms and features, including any embedded derivatives or conversion options. As of December 31, 2025, the Company’s outstanding long-term debt (Note 10) includes a five-year term loan entered into on September 3, 2025, which is accounted for at amortized cost. The loan does not contain any equity conversion features and is not designated at fair value. As of December 31, 2025, the entire outstanding balance of the Company’s debt was classified as long-term, as no principal payments are due within twelve months of the reporting date. Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For warrants that are liability-classified, changes in fair value are included in Change in fair value of warrant liabilities in the consolidated statements of operations. If facts and circumstances lead the warrant liability to be reclassified to shareholders' equity, warrant liabilities are remeasured as of the event date and reclassified from liabilities to shareholders' equity. In the third quarter of 2025, the Warrant liabilities were reclassified to shareholders' equity and will no longer be adjusted to fair value at each reporting period. F-22 Table of Contents Mezzanine Equity Where ordinary or preferred shares are determined to be conditionally redeemable upon the occurrence of certain events that are not solely within the control of the Company, and upon such event, the shares would become redeemable at the option of the holder, or when the Company currently does not have a sufficient number of authorized and unissued shares available to share settle the instrument, they are classified as "mezzanine equity" (temporary equity). The purpose of this classification is to convey that such a security may not be permanently part of equity and could result in a demand for cash, securities or other assets of the entity in the future. The Company evaluates whether the contingent redemption provisions are probable of becoming redeemable to determine whether the carrying value of the redeemable convertible preferred units is required to be remeasured to their respective redemption values. All instruments that are classified as mezzanine equity are evaluated for embedded derivative features by evaluating each feature against the nature of the host instrument (e.g., more equity-like or debt-like). Features identified as freestanding instruments or bifurcated embedded derivatives that are material are recognized separately as a derivative asset or liability in the consolidated financial statements. In the event convertible preferred shares utilize a conversion term that results in the delivery of a variable number of shares of common stock upon conversion as compared to the original terms of the agreement, such conversion will be treated as a redemption. If classification of an equity instrument as temporary equity is no longer required, the existing carrying amount of the equity instrument should be reclassified to permanent equity at the date of the event that caused the reclassification. In the third quarter of 2025, all of the holders of the outstanding shares of preferred stock converted their shares to common stock (see Note 12). Share-Based Payments Precigen uses the Black-Scholes option pricing model to estimate the grant-date fair value of all stock options. The Black-Scholes option pricing model requires the use of assumptions for estimated expected volatility, estimated expected term of stock options, risk-free rate, estimated expected dividend yield, and the fair value of the underlying common stock at the date of grant. Expected volatility is based on the volatility of Precigen's common stock. Precigen estimates the expected term of options based on previous history of exercises unless certain terms of the stock option require a different expected term that more appropriately reflects the estimated life of the stock option. The risk-free rate is based on the United States Treasury yield curve in effect at the time of grant for the expected term of the option. The expected dividend yield is 0 % as Precigen does not expect to declare cash dividends in the near future. The fair value of the underlying common stock is determined based on the quoted market price on the Nasdaq Global Select Market ("Nasdaq"). Forfeitures are recorded when incurred. The assumptions used in the Black-Scholes option pricing model for the years ended December 31, 2025, 2024, and 2023 are set forth in the table below: 2025 2024 2023 Valuation assumptions Expected dividend yield 0 % 0 % 0 % Expected volatility 86 %– 98 % 85 %– 95 % 85 %– 95 % Expected term (years) 6.00 - 10.00 6.00 - 10.00 6.00 - 10.00 Risk-free interest rate 3.74 %– 4.48 % 3.55 %– 4.56 % 3.52 %– 4.80 % Grant date fair value for the Company's restricted stock units ("RSUs") and performance based restricted stocks units ("PSUs") are based on the fair value of the underlying common stock as determined based on the quoted market price on the Nasdaq on the date of grant. Foreign Currency Translation The assets and liabilities of foreign subsidiaries, where the local currency is the functional currency, are translated from their respective functional currencies into United States dollars at the exchange rates in effect at the balance sheet date, with resulting foreign currency translation adjustments recorded in the consolidated statement of operations after the closure of ActoBio in 2024. Prior to that, foreign currency translations adjustments were recorded in the consolidate statements of comprehensive loss. Revenue and expense amounts are translated at average rates during the period. F-23 Table of Contents Net Income (Loss) per Share Basic net income (loss) per share is calculated by dividing net income (loss) attributable to common shareholders by the weighted average shares outstanding during the period, without consideration of common stock equivalents. Diluted net income (loss) per share is calculated by adjusting weighted average shares outstanding for the dilutive effect of common stock equivalents outstanding for the period, using the treasury-stock method. For purposes of the diluted net income (loss) per share calculation, shares to be issued pursuant to stock options, RSUs, PSUs, and the Warrants (see Note 12 for further discussion regarding the Warrants) are considered to be common stock equivalents but are excluded from the calculation of diluted net income (loss) per share because their effect would be anti-dilutive as described in the next paragraph, therefore, basic and diluted net income (loss) per share were the same for all periods presented. See Note 12 for further discussion of the Company's Share Lending Agreement, which was terminated in October 2023. The following potentially dilutive securities as of December 31, 2025, 2024, and 2023, have been excluded from the computations of diluted weighted average shares outstanding for the years then ended as they would have been anti-dilutive: December 31, 2025 2024 2023 Options 28,153,192 25,924,734 22,057,340 Restricted stock units 2,342,051 826,057 961,534 Performance stock units 1,025,000 3,178,000 — Warrants 52,666,669 52,666,669 — Total 84,186,912 82,595,460 23,018,874 Gain on transfers of nonfinancial assets The Company accounts for dispositions of intellectual and property rights, which are considered nonfinancial assets, in accordance with ASC 610-20, Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets (“ASC 610-20”) and recognizes a gain or loss on sale upon transferring control of the nonfinancial asset to the purchaser, which is generally satisfied at the time of sale. The Company has concluded that the assets are not an output of the entity's ordinary activities, so the transaction is not within the scope of ASC 606. In connection with the sale in December 2024 of intellectual property rights and royalty rights related to FCX-007, a clinical stage product candidate being developed by Castle Creek Biosciences, LLC, the Company recognized a gain of $ 8,500 recorded in the consolidated statement of operations within Other Income (Expense), net, for the year ended December 31, 2024. Segment Information In the first quarter of 2025, the Company realigned its former two operating segments, Biopharmaceuticals and Exemplar, into one operating segment, although both components (Biopharmaceuticals and Exemplar) remain as separate reporting units. This decision was made to streamline operations and enhance focus on core business activities in preparation for the commercial launch of Papzimeos. The Company implemented this change to better reflect how the Company is managed and to align with its strategic initiative to concentrate resources on its core business. This change also reflects a shift in the manner in which the chief operating decision maker (“CODM”) reviews information to assess the Company’s performance and make resource allocation decisions, in accordance with ASC 280, Segment Reporting . The Company's CODM is its President and Chief Executive Officer ("CEO"). The CODM manages and allocates resources at a consolidated level. Recently Adopted Accounting Pronouncements As of January 1, 2025, we adopted Accounting Standards Update No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 requires enhanced disclosures surrounding income taxes, particularly related to rate reconciliation and income taxes paid information. The standard is effective for the Company for annual periods beginning January 1, 2025 on a prospective basis, with retrospective application permitted for all prior periods presented. We adopted this guidance using the retrospective method, which had no impact on our consolidated financial statements but expanded our income tax disclosures reflected in Note 11 herein. Recently Issued Accounting Pronouncements Not Yet Adopted F-24 Table of Contents In November 2024, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2024-03, in order to improve the disclosures about a public business entity’s expenses and address requests from investors for more detailed information about the types of expenses in commonly presented expense captions. The amendments in ASU 2024-03 require disclosure, in the notes to the financial statements, of specified information about certain costs and expenses in interim and year-end reporting periods. The amendments in this ASU apply to all public business entities and are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. The Company is currently evaluating the impact of this ASU and does not expect it to have a material effect on its financial statements. In November 2024, the FASB issued ASU 2024-04 to improve the relevance and consistency in the application of induced conversion guidance in Subtopic 470-20, Debt— Debt with Conversion and Other Options. T he amendments in this Update affect entities that settle convertible debt instruments for which the conversion privileges were changed to induce conversion. The amendments in this ASU are effective for all entities for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. There are no other new accounting standards which have not yet been adopted that are expected to have a significant impact on our financial statements and related disclosures. 3 . Product and Service Revenue and Reserves For the years ended December 31, 2025, 2024 and 2023, the company recorded $ 7,866 , $ 3,925 and $ 6,150 , respectively, of product and service revenue. Product and Service revenue by source represents: 2025 2024 2023 Papzimeos $ 3,413 $ — $ — Exemplar 562 422 840 Product revenue, net 3,975 422 840 Exemplar 3,891 3,503 5,310 Service revenue 3,891 3,503 5,310 Total Product and Service revenues, net $ 7,866 $ 3,925 $ 6,150 For the years ended December 31, 2025, 2024, and 2023, 22.0 %, 58.1 %, and 74.6 % of total revenue, excluding Collaboration and Licensing revenue, was attributable to two customer in 2025 and four for 2024 and 2023, respectively. The Company considers there to be revenue concentration risks for customers that represent product and service revenues that exceed 10% of total product and service revenue. The concentration of the Company’s product and service revenue with a particular customer may have a material adverse effect on the Company’s revenue and results of operations if sales with the respective customer experience difficulties. All product and service revenue during 2024 and 2023 were within the United States. In 2025, $ 241 of product and service revenue was generated in foreign country, with the remainder generated within the United States. 4. Collaboration and Licensing Revenue The Company's collaborations and licensing agreements may provide for multiple promises to be satisfied by the Company and typically include a license to the Company's technology platforms, participation in collaboration committees, and performance of certain research and development services. Based on the nature of the promises in the Company's collaboration and licensing agreements, the Company typically combines most of its promises into a single performance obligation because the promises are highly interrelated and not individually distinct. Options to acquire additional services are considered to determine if they constitute material rights. At contract inception, the transaction price is typically the upfront payment received and is allocated to the performance obligations. The Company has determined the transaction price should be recognized as revenue based on its measure of progress under the agreement primarily based on inputs necessary to fulfill the performance obligation. The Company determines whether collaborations and licensing agreements are individually significant for disclosure based on a number of factors, including total revenue recorded by the Company pursuant to collaboration and licensing agreements, F-25 Table of Contents collaborators or licensees with equity method investments, or other qualitative factors. Collaboration and licensing revenues generated from consolidated subsidiaries are eliminated in consolidation. The following table summarizes the amounts recorded as revenue in the consolidated statements of operations for each significant counterparty to a collaboration or licensing agreement for the years ended December 31, 2025 and 2023. There was no such revenue in the year ended December 31, 2024. Year Ended December 31, 2025 2024 2023 Other 1,818 — 75 Total $ 1,818 $ — $ 75 The following is a summary of the terms of the Company's significant collaborations and licensing agreements, all of which have been terminated as of December 31, 2025. Agilis Biotherapeutics Collaboration In October 2013, the Company entered into an exclusive channel collaboration agreement ("ECC") with Agilis Biotherapeutics, Inc. (Agilis), a then privately held synthetic biology-based company focused on rare genetic diseases, which was subsequently acquired by PTC Therapeutics, Inc. ("PTC") in August 2018. Upon execution of the ECC, the Company received a technology access fee of $ 2,500 as upfront consideration. Additionally, the Company historically received reimbursement payments for research and development services provided pursuant to the agreement during the ECC. Although services under the agreement had paused in 2016, the Company withheld recognizing a portion of the upfront payment as the ECC was perpetual and Agilis had the right and ability to resume the program at any time. In September 2025, the Company and PTC mutually agreed to terminate the ECC agreement and accordingly, the Company recognized the remaining balance of deferred revenue associated with the agreement as collaboration and licensing revenue totaling $ 1,818 . Alaunos License Agreement On April 3, 2023, the Company entered into an amended and restated exclusive license agreement (the “License Agreement”), with Alaunos Therapeutics (“Alaunos”). The License Agreement amended and replaced an Exclusive License Agreement by and between the Company and Alaunos, dated October 5, 2018. On October 4, 2024, the License Agreement was terminated. Following the termination of the License Agreement, Precigen has regained all rights previously licensed to Alaunos and Alaunos retains no rights to utilize any of Precigen’s technology. Deferred Revenue Deferred revenue primarily consists of consideration received for the Company's collaboration and licensing agreements. The arrangements classified as long-term are not active while the respective counterparties evaluate the status of the project and its desired future development activities since the Company cannot reasonably estimate the amount of service to be performed over the next year. Deferred revenue consisted of the following: December 31, 2025 2024 Collaboration and licensing agreements $ — $ 1,818 Prepaid product and service revenues 517 15 Other — 690 Total $ 517 $ 2,523 Current portion of deferred revenue $ 517 $ 589 Long-term portion of deferred revenue — 1,934 Total $ 517 $ 2,523 F-26 Table of Contents 5. Short-term and Long-term Investments The Company's investments are classified as available-for-sale. The following table summarizes the amortized cost, gross unrealized gains and losses, and fair value of available-for-sale investments as of December 31, 2025: Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Aggregate Fair Value United States government debt securities $ 66,670 $ 36 $ ( 30 ) $ 66,676 Certificates of deposit 3,397 1 — 3,398 Corporate Bonds 61 — — 61 Total $ 70,128 $ 37 $ ( 30 ) $ 70,135 The estimated fair value of available-for-sale investments classified by their contractual maturities as of December 31, 2025 was: Due within one year $ 67,624 After one year through two years 2,511 Total $ 70,135 The following table summarizes the amortized cost, gross unrealized gains and losses, and fair value of available-for-sale investments as of December 31, 2024: Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Aggregate Fair Value United States government debt securities $ 67,464 $ 15 $ ( 5 ) $ 67,474 Certificates of deposit 848 3 — 851 Corporate Bonds 69 — ( 1 ) $ 68 Total $ 68,381 $ 18 $ ( 6 ) $ 68,393 The estimated fair value of available-for-sale investments classified by their contractual maturities as of December 31, 2024 was: Due within one year $ 68,393 After one year through two years — Total $ 68,393 In addition, at December 31, 2025 and December 31, 2024, the Company held U.S. government debt securities valued at $ 19,083 and $ 24,169 , respectively, which was included in cash and cash equivalents in the consolidated balance sheets as these investments had an original maturity of less than three months when purchased. See Notes 2 and 6 for further discussion on the Company's method for determining the fair value of its assets. Changes in market interest rates and bond yields cause certain investments to fall below their cost basis, resulting in unrealized losses on investments. 6. Fair Value Measurements The carrying amount of cash and cash equivalents, receivables, accounts payable, accrued compensation and benefits, and other accrued liabilities approximate fair value due to the short maturity of these instruments. F-27 Table of Contents The following table presents the placement in the fair value hierarchy of financial assets that are measured at fair value on a recurring basis as of December 31, 2025 (there were no financial liabilities measured at fair value on a recurring basis as of December 31, 2025): Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) December 31, 2025 Assets United States government debt securities $ — $ 66,676 $ — $ 66,676 Certificates of deposit — 3,398 — 3,398 Corporate Bonds — 61 — 61 Total assets $ — $ 70,135 $ — $ 70,135 The following table presents the placement in the fair value hierarchy of financial assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2024: Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) December 31, 2024 Assets United States government debt securities $ — $ 67,474 $ — $ 67,474 Certificates of deposit — 851 — 851 Corporate Bonds — 68 — 68 Total assets $ — $ 68,393 $ — $ 68,393 Liabilities Warrant Liabilities-2024 Warrants $ — $ — $ 50,537 $ 50,537 Total liabilities $ — $ — $ 50,537 $ 50,537 The method used to estimate the fair value of the Level 2 short-term and long-term debt investments in the tables above is based on professional pricing sources for identical or comparable instruments, rather than direct observations of quoted prices in active markets. Term Loans Due to the variable rate nature of the Term Loans, the Company believes that the carrying amount approximates fair value at December 31, 2025. Warrant liabilities The Warrant liabilities as of December 31, 2024 (as defined below) are comprised of outstanding warrants to purchase 52,666,669 shares of common stock, no par value per share at an exercise price of $ 0.75 per share issued in a private placement in December 2024 (the "Warrants"). As of December 31, 2024, the Warrants were accounted for as liabilities as the Warrants provided the holder the right to acquire, via a paid in kind ("PIK") dividend on the Series A Preferred Stock for the first two years following the issue date of the Series A Preferred Stock (see Note 12), a number of additional warrants to purchase shares of common stock equal to 50 % of the amount of such PIK dividends divided by the $ 0.75 exercise price ("PIK Warrants"), which failed the requirement of the indexation guidance under ASC 815-40. The Warrants and PIK Warrants (together the "Warrant liabilities") were measured at fair value at inception and the fair value of the outstanding Warrants were re-measured at the end of each of the previous reporting periods and then again at the date of which the Warrant liabilities were reclassified to shareholders' equity, which occurred in the third quarter of 2025. F-28 Table of Contents In connection with the Series A Preferred Stock conversion in September 2025 (see Note 12 for further discussion), the preferred shareholders forfeited their rights to the PIK dividends as the conversion occurred prior to the first of the two stated PIK dividend dates. As a result, as of the conversion date and going forward, the warrants met the equity scope exception to be classified in shareholders’ equity and are not subject to remeasurement, provided that the Company continues to meet the criteria for equity classification. For the Year Ended December 31, 2025, the Company recorded a non-cash expense representing the change in the fair value of the Warrant liabilities in the amount of approximately $ 139,523 on the accompanying consolidated statements of operations, resulting in Warrant liabilities of $ 190,060 as of September 17, 2025, when the Series A Preferred Stock was converted to common stock. The Warrant liabilities, after being remeasured, were reclassified to additional paid-in capital within shareholders' equity. The changes in the fair value of the Warrant liabilities measured utilizing Level 3 inputs for the Year Ended December 31, 2025 were as follows: Warrant liabilities as of December 31, 2024 $ 50,537 Change in fair value of Warrant liabilities 139,523 Reclassification of Warrant liabilities to equity ( 190,060 ) Warrant liabilities as of December 31, 2025 $ — Prior to the reclassification of the Warrant liabilities to equity, the Company used various option pricing models, such as the Black-Scholes option pricing model and the Monte Carlo simulation model, to estimate the fair value of the Warrant liabilities. In using these models, the Company made certain assumptions about risk-free interest rates, dividend yields, volatility, expected term of the Warrants and other assumptions. Risk-free interest rates are derived from the yield on U.S. Treasury debt securities. Dividend yields are based on our historical dividend payments, which have been zero to date. Volatility is estimated from the historical volatility of our common stock as traded on the Nasdaq Stock Market Exchange. The expected term of the Warrants was based on the time to expiration of the Warrants from the date of measurement. The fair value of the Warrants was estimated using a Black‑Scholes option-pricing model. The significant assumptions used in preparing the option pricing model for valuing the Warrant liabilities as of September 17, 2025 (the date the Warrant liabilities qualified for permanent equity classification), include (i) volatility of 88.5 % (discounted for lack of marketability), (ii) risk free interest rate of 4.0 %, (iii) strike price ($ 0.75 ), (iv) fair value of common stock ($ 3.82 ), and (v) expected life of 9 years, 3 months, 15 days . As of December 31, 2024, the significant assumptions included (i) volatility of 86 % (discounted for lack of marketability), (ii) risk free interest rate of 4.5 %, (iii) strike price ($ 0.75 ), (iv) fair value of common stock ($ 0.93 ), and (v) expected life of 10 years. The fair value of the PIK Warrants was estimated using a Black-Scholes option pricing model within a Monte Carlo simulation model framework. As of December 31, 2024 , the significant assumptions included (i) volatility of 86 % (discounted for lack of marketability), (ii) risk free interest rate range of 4.1 % to 4.2 %, (iii) strike price ($ 0.75 ), (iii) term to PIK Warrant payment date of one to two years , and (vii) expected Company's stock price range to the corresponding PIK Warrant payment date of $ 0.06 to $ 3.05 . Preferred Stock - PIK Dividends On December 30, 2024, the Company issued in a private placement 79,000 shares of its 8.00 % Series A Convertible Perpetual Preferred Stock (the "Series A Preferred Stock") and warrants to purchase an aggregate of 52,666,669 shares of its common stock (the "Warrants") at an exercise price of $ 0.75 , for gross proceeds of $ 79,000 . In accordance with the Articles of Amendment to the Company's amended and restated articles of incorporation, on each PIK dividend payment date, the stated value of the Series A Preferred Stock shall automatically be increased by the accumulated PIK dividend amount. The PIK dividends were determined to be discretionary and as such, they are measured at fair value as of the date they accumulate. Due to the absence of retained earnings, the adjustment to record the value of the PIK dividends was recorded as a reduction to additional paid-in capital. No PIK dividend was required to be accrued as of December 31, 2025 as a result of the Series A Preferred Stock conversion that occurred in September 2025. See Note 12 for further discussion on the Series A Preferred Stock conversion and PIK dividends. F-29 Table of Contents 7. Inventory On August 14, 2025, the FDA approved Papzimeos (zopapogene imadenovec-drba), marking the first immunotherapy approved for treatment of RRP, and the Company commenced capitalization of inventory from that date. Prior to August 14, 2025, regulatory approval and subsequent commercialization of Papzimeos and thus the possibility of future economic benefits from Papzimeos sales were not considered probable and inventory-related costs were expensed as incurred; as such, the inventory recognized on the balance sheet at December 31, 2025 does not include any costs incurred prior to August 14, 2025. The components of inventory are as follows: December 31, 2025 2024 Raw Material $ 144 $ — Work in process 9,265 — Finish Goods 172 — Total inventory $ 9,581 $ — The shelf life of our inventory is twenty-four months from the date the drug product is manufactured. As of December 31, 2025, the Company has not recorded an adjustment for excess or obsolete inventory. 8. Property, Plant and Equipment, Net Property, plant and equipment consist of the following: December 31, 2025 2024 Land and land improvements $ 164 $ 164 Buildings and building improvements 2,629 2,629 Furniture and fixtures 650 364 Equipment 19,444 16,774 Leasehold improvements 11,934 4,478 Breeding stock 74 88 Computer hardware and software 2,408 3,186 Construction and other assets in progress 278 9,019 37,581 36,702 Less: Accumulated depreciation and amortization ( 23,823 ) ( 22,871 ) Property, plant and equipment, net $ 13,758 $ 13,831 Depreciation expense was $ 1,926 , $ 1,467 , and $ 1,820 for the years ended December 31, 2025, 2024, and 2023, respectively. Recorded impairment losses of $ 598 and $ 445 for the years ended December 31, 2024, and 2023, respectively, are included in impairment of other noncurrent assets on the accompanying consolidated statements of operations and are primarily related to right-of-use assets and fixed assets at certain of the Company's leased locations. As discussed in Note 1, during 2024, the Company suspended ActoBio's operations. As a result, the Company reviewed the related property, plant and equipment and right-of-use assets for impairment. Based on the estimated undiscounted cash flows, the Company determined that the related asset values were not fully recoverable and calculated estimated fair values using market participant assumptions. The estimated fair values were lower than the carrying values, and the Company recorded impairment losses of $ 110 related to property, plant, and equipment and $ 488 related to the right-of-use assets, which are included in impairment of other noncurrent assets in the accompanying consolidated statements of operations for the year ended December 31, 2024. F-30 Table of Contents 9. Goodwill and Intangible Assets, Net The changes in the carrying amount of goodwill for the years ended December 31, 2025, and 2024, are as follows: 2025 2024 Beginning of year $ 19,139 $ 26,612 Impairment ( 3,907 ) ( 7,409 ) Foreign currency translation adjustments ( 64 ) End of year $ 15,232 $ 19,139 The Company had $ 36,189 and $ 32,282 of cumulative goodwill impairment losses as of December 31, 2025, and 2024. For the year ended December 31, 2025, and December 31, 2024, the Company recorded $ 3,907 and $ 5,779 of impairment charges related to the Exemplar reporting unit, respectively. The Company completes its annual goodwill impairment test during the fourth quarter of each year, or more frequently if triggering events indicate a possible impairment in one or more of its reporting units. During the second quarter of 2025, the Company lowered its financial expectations related to the Exemplar reporting unit for the remainder of 2025 and into 2026 due to projected delays in the timing of planned product and services rendered to existing and new customers. These factors constituted an interim triggering event as of the end of the Company's second quarter of 2025, and the Company performed an impairment analysis with regard to its goodwill. The revised projections were used as a key input into Exemplar's reporting unit’s annual goodwill impairment test performed as of June 30, 2025. The impairment charge of $ 3,907 represented the estimated excess of carrying value over fair value of this reporting unit. The Company estimated the fair value of its reporting unit utilizing a combination of a discounted present value cash flow model as well as a market earnings multiple approach. As a result of this impairment charge, no goodwill remains within the Exemplar reporting unit subsequent to June 30, 2025. As part of its annual impairment evaluation in 2024, the Company determined the fair value of the Exemplar reporting unit was less than its carrying amount. The Company determined the fair value of the Exemplar reporting unit in 2024 using the income approach, discounted at the appropriate rate of return as well as current rates of return for equity and debt capital as of the valuation date. As a result, the Company recorded a goodwill impairment charge of $ 5,779 , which represented the estimated excess of carrying value over fair value of this reporting unit. During the second quarter of 2024, in connection with the suspension of ActoBio's operations, as discussed in Note 1, the Company determined the fair value of the ActoBio reporting unit was less than its carrying amount. As a result, the Company recorded a goodwill impairment charge of $ 1,630 , which represented the full amount of goodwill associated with the ActoBio reporting unit. Intangible assets consist of the following as of December 31, 2025: Weighted Average Useful Life (Years) Gross Carrying Amount Accumulated Amortization Net Patents, developed technologies and know-how 10.7 $ 15,912 $ ( 12,730 ) $ 3,182 Intangible assets consist of the following as of December 31, 2024: Gross Carrying Amount Accumulated Amortization Net Patents, developed technologies and know-how $ 15,912 $ ( 11,457 ) $ 4,455 F-31 Table of Contents During 2024, in connection with the suspension of ActoBio's operations, the Company determined the fair value of ActoBio's certain developed technologies was less than their carrying amount. As a result, the Company recorded an impairment charge of $ 32,317 , which is included in impairment of other noncurrent assets in the accompanying consolidated statements of operations for the year ended December 31, 2024. Amortization expense was $ 1,273 , $ 3,059 , and $ 4,848 for the years ended December 31, 2025, 2024, and 2023, respectively. Estimated aggregate amortization expense for definite lived intangible assets is expected to be as follows: 2026 $ 1,273 2027 1,273 2028 636 2029 — Total $ 3,182 10. Debt Long Term Debt On September 3, 2025, the Company entered into a Loan Agreement (the “Loan Agreement”) with BioPharma Credit Investments V (Master) LP and BPCR Limited Partnership as the lenders thereunder (the “Lenders”) and BioPharma Credit PLC as the collateral agent, each of which are investment entities managed by Pharmakon Advisors, LP. The Company received net proceeds of $ 92,818 after deducting underwriting discounts and offering expenses of $ 7,182 . The Loan Agreement provides for a 5-year senior secured term loan facility of up to $ 125.0 million, composed of two committed tranches: (i) an initial tranche in an aggregate principal amount of $ 100.0 million, which was funded on September 3, 2025; and (ii) a delayed draw tranche in an aggregate principal amount of $ 25.0 million, which is available, subject to certain conditions, until June 29, 2027 (such tranches, collectively, the “Term Loans”). The Term Loans mature on September 3, 2030 (the “Maturity Date”). Beginning on December 31, 2028, the Term Loans require eight equal quarterly principal payments of $ 12.5 million (adjusted for any borrowings under the second tranche, if any) until maturity, and all remaining outstanding amounts, if any, become due and payable on September 3, 2030. Interest rates for borrowings under the Loan Agreement are determined by a secured overnight financing rate ("SOFR") plus a margin. The interest rate for the Term Loans is based upon the sum of (a) the applicable margin ( 6.50 %), and (b) the 3-month forward-looking term rate based on SOFR, subject to a floor of 3.75 %. Interest is payable quarterly in arrears. The effective interest rate of the Term Loan, including amortization of debt issuance costs was 12.5 % for the twelve months ended December 31, 2025. No repayment of principal was made during the twelve months ended December 31, 2025. The Company’s obligations under the Loan Agreement are secured by substantially all of its U.S. assets, including intellectual property, and are guaranteed by certain of its subsidiaries, each of which has pledged substantially all of its assets to secure such guarantee. The following table reflects the Company's long-term debt as of December 31, 2025 and December 31, 2024, respectively: December 31, 2025 December 31, 2024 Outstanding principal balance $ 100,000 $ — Unamortized debt discount and issuance costs ( 6,826 ) — Carrying value $ 93,174 $ — The Company incurred $ 7,182 of debt discount and debt issuance costs in 2025 for the Term Loans, which were capitalized and deferred when incurred and are being amortized over the term of the Term Loans. Interest expense in relation to the Term Loans, including the amortization of debt discount and debt issuance costs is as follows: F-32 Table of Contents Year Ended December 31, 2025 Cash interest expense $ 3,510 Non-cash interest expense 356 Total interest expense $ 3,866 The Company determined that all of the embedded features identified in the Loan Agreement were either clearly and closely related to the debt host and did not require bifurcation as a derivative liability, or the fair value of the bifurcated features was immaterial to the Company’s consolidated financial statements. The Term Loans contain customary affirmative and restrictive covenants and representations and warranties including, without limitation, (i) information delivery requirements, (ii) obligations to maintain insurance, (iii) preservation of intellectual property and regulatory approvals, and (iv) compliance with applicable laws. Additionally, there are certain restrictive covenants, including, without limitation, (i) limitations on the incurrence of additional indebtedness, (ii) limitations on the incurrence of liens, (iii) restrictions on the payment of dividends and other restricted payments, (iv) restrictions on investments, (v) restrictions on asset transfers, (vi) restrictions on mergers and similar transactions, (vii) restrictions on amendments to organizational documents and material contracts, in each case subject to specified exceptions, (viii) minimum net sales and (ix) minimum liquidity. The Loan Agreement also contains customary representations and warranties, including, without limitation, with respect to (i) organization, authority and enforceability, (ii) financial condition, (iii) compliance with laws, (iv) intellectual property and regulatory matters, and (v) the absence of a material adverse change. The Term Loans may be voluntarily prepaid in whole (but not in part) and must be prepaid upon change in control, and are subject to make-whole, prepayment premium and exit fee provisions. Proceeds of the Term Loans are being used to fund the Company’s commercial launch of Papzimeos as well as other general corporate and working capital requirements. The Term Loans include customary events of default, which may require the Company to pay an additional 3 % interest on the outstanding loans under the Term Loan facility. As of December 31, 2025, the Company was in compliance with its debt covenants under the Loan Agreement. Line of Credit Exemplar had a $ 5,000 revolving line of credit with American State Bank that matured on November 1, 2025 and was not renewed. As of December 31, 2024, the line of credit bore interest at a stated rate of 8 % per annum and there was no outstanding balance. Convertible Notes In July 2018, Precigen completed a registered underwritten public offering of $ 200,000 aggregate principal amount of Convertible Notes and issued the Convertible Notes under an indenture (the "Base Indenture") between Precigen and The Bank of New York Mellon Trust Company, N.A., as trustee, as supplemented by the First Supplemental Indenture. The Convertible Notes matured on July 1, 2023, although certain notes were repurchased prior to their maturity beginning in third quarter of 2022. On June 30, 2023, the Company repurchased all remaining outstanding Convertible Notes at par plus accrued interest. The components of interest expense related to the Convertible Notes were as follows: Year Ended December 31, 2023 Cash interest expense $ 397 Non-cash interest expense 60 Total interest expense $ 457 F-33 Table of Contents Future Maturities of Long-Term Debt Future maturities of long-term debt as of December 31, 2025 are as follows: 2026 $ — 2027 — 2028 12,500 2029 50,000 2030 37,500 Thereafter — Total 100,000 11. Income Taxes The components of loss from continuing operations before income taxes are presented below: Year Ended December 31, 2025 2024 2023 United States $ ( 250,719 ) $ ( 85,879 ) $ ( 93,522 ) Foreign 80 ( 42,149 ) ( 2,840 ) Total $ ( 250,639 ) $ ( 128,028 ) $ ( 96,362 ) The components of income tax expense (benefit) from continuing operations are presented below: Year Ended December 31, 2025 2024 2023 Current tax expense US federal — — — US state and local 3 2 21 Foreign — — — Total current tax expense 3 2 21 Deferred tax (benefit) US federal — ( 41 ) ( 247 ) US state and local — ( 11 ) ( 80 ) Foreign — ( 1,743 ) ( 152 ) Total deferred tax (benefit) — ( 1,795 ) ( 479 ) Total income tax expense (benefit) US federal — ( 41 ) ( 247 ) US state and local 3 ( 9 ) ( 59 ) Foreign — ( 1,743 ) ( 152 ) Total income tax expense (benefit) $ 3 $ ( 1,793 ) $ ( 458 ) There were no significant tax payments made to any jurisdiction, or state income tax expense incurred, during the periods presented above. F-34 Table of Contents Income tax expense (benefit) for the years ended December 31, 2025, 2024, and 2023 differed from amounts computed by applying the applicable United States federal corporate income tax rate of 21% to loss before income taxes as a result of the following: Year Ended December 31, 2025 2024 2023 Amount Percent Amount Percent Amount Percent US federal statutory income tax rate ( 52,634 ) 21.0 % ( 26,886 ) 21.0 % ( 20,236 ) 21.0 % Domestic federal Research and development tax credits ( 1,200 ) 0.5 % ( 1,750 ) 1.4 % ( 1,146 ) 1.2 % Nontaxable and nondeductible items Stock based compensation 3 — % 313 ( 0.2 ) % 3,417 ( 3.5 ) % Change in fair value of warrants 29,300 ( 11.7 ) % 61 — % — — % Other 1,631 ( 0.7 ) % 333 ( 0.3 ) % 324 ( 0.3 ) % Change in valuation allowance 23,820 ( 9.5 ) % 19,831 ( 15.5 ) % 15,758 ( 16.4 ) % Other ( 903 ) 0.4 % ( 794 ) 0.6 % 867 ( 0.9 ) % Domestic state and local income taxes, net of federal effect 3 — % ( 7 ) — % ( 42 ) — % Foreign Belgium Statutory income tax rate differential 3 — % ( 1,081 ) 0.8 % 34 — % Impairment of goodwill — — % 551 ( 0.4 ) % — — % Other — — % 770 ( 0.6 ) % ( 414 ) 0.4 % Change in valuation allowance ( 20 ) — % 6,866 ( 5.4 ) % 895 ( 0.9 ) % Other foreign jurisdictions — — % — — % 85 ( 0.1 ) % Total income tax expense (benefit) $ 3 — % $ ( 1,793 ) 1.4 % $ ( 458 ) 0.5 % The tax effects of temporary differences that comprise the deferred tax assets and liabilities as of December 31, 2025, and 2024, are as follows: 2025 2024 Deferred tax assets Equity securities and investments in affiliates 517 472 Property, plant and equipment 302 237 Intangible assets 47,753 56,113 Accrued liabilities 2,789 2,478 Lease liabilities 1,220 1,383 Stock-based compensation 13,472 14,205 Deferred revenue 56 503 Capitalized research and development cost 21,224 29,796 Research and development tax credits 17,928 16,232 Net operating, capital loss, and interest expense carryforwards 285,791 283,926 Total deferred tax assets 391,052 405,345 Less: Valuation allowance 389,936 404,074 Net deferred tax assets 1,116 1,271 Deferred tax liabilities Right-of-use assets 1,116 1,271 Total deferred tax liabilities 1,116 1,271 Net deferred tax liabilities included in continuing operations $ — $ — F-35 Table of Contents Activity within the valuation allowance for deferred tax assets included in continuing operations during the years ended December 31, 2025, 2024, and 2023 was as follows: 2025 2024 2023 Valuation allowance at beginning of year $ 404,074 $ 424,432 $ 401,086 Increase (decrease) in valuation allowance as a result of Current year operations 10,069 30,783 23,065 Expired attributes ( 26,394 ) ( 50,269 ) — Foreign currency translation adjustment 2,187 ( 872 ) 281 Valuation allowance at end of year $ 389,936 $ 404,074 $ 424,432 In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Due to the Company and its subsidiaries' histories of net losses incurred from inception, any corresponding net domestic and foreign deferred tax assets have been fully reserved as the Company and its subsidiaries cannot sufficiently be assured that these deferred tax assets will be realized. The Company's past issuances of stock and mergers and acquisitions have resulted in ownership changes as defined in Section 382 of the Internal Revenue Code of 1986, as amended ("Section 382"). As a result, utilization of portions of the net operating losses may be subject to annual limitations. As of December 31, 2025, approximately $ 31,466 of the Company's domestic net operating losses were inherited via acquisition and are limited based on the value of the target at the time of the transaction. As of December 31, 2025, the Company had net operating loss carryforwards of approximately $ 1,120,424 for United States federal income tax purposes available to offset future taxable income, including $ 911,880 generated after 2017, United States capital loss carryforwards of $ 1,372 , and United States federal and state research and development tax credits of approximately $ 17,880 , prior to consideration of annual limitations that may be imposed under Section 382 of the Internal Revenue Code of 1986, as amended, or ("Section 382"). Net operating loss carryforwards generated prior to 2018 will expire if unutilized from 2026 to 2037, and capital loss carryforwards will expire if unutilized from 2027 to 2029. As a result of our past stock issuances, as well as due to prior mergers and acquisitions, certain of our net operating losses have been subject to limitations pursuant to Section 382. Future changes in stock ownership may also trigger an ownership change and, consequently, a Section 382 limitation. As of December 31, 2025, our direct foreign subsidiaries included in continuing operations had foreign loss carryforwards of approximately $ 80,104 , most of which do not expire. The Company and its subsidiaries do not have material unrecognized tax benefits as of December 31, 2025. The Company's U.S. tax returns for the years 2006 and forward are subject to examination by federal or state tax authorities due to the carryforward of unutilized net operating and capital losses and research and development tax credits. 12. Mezzanine Equity and Shareholders' Equity As of December 31, 2025, under the Company’s amended and restated articles of incorporation, the Company is authorized to issue 700,000,000 shares of common stock and 25,000,000 shares of preferred stock. Amendment to the Articles of Incorporation - Series A Preferred Stock In December 2024, Precigen filed articles of amendment (the “Articles of Amendment”) to its amended and restated articles of incorporation with the State Corporation Commission of the Commonwealth of Virginia ("SCC"), including a form of certificate for the Series A Preferred Stock, designating 81,000 shares of its authorized and unissued preferred stock as 8.00 % Series A Convertible Perpetual Preferred Stock (the "Series A Preferred Stock") and establishing the preferences, limitations and relative rights of the Series A Preferred Stock. The Articles of Amendment became effective following the issuance of a Certificate of Amendment by the SCC to Precigen in December 2024. F-36 Table of Contents Amendment to the Articles of Incorporation - Increase of authorized shares In July 2025, Precigen filed articles of amendment to its amended and restated articles of incorporation with the SCC, to increase Precigen's authorized shares of common stock from 400,000,000 as of December 31, 2024 to 700,000,000 shares of common stock, which became effective in the same month. Issuances of Preferred Stock and Warrants On December 30, 2024, the Company issued 79,000 shares of the Series A Preferred Stock with an initial liquidation preference and stated value of $ 1,000 per share, together with the Warrants (see Note 6), for gross proceeds of $ 79,000 and net proceeds of $ 78,463 , after deducting offering expenses, which had not been paid as of December 31, 2024. The aggregate exercise price of the Warrants is approximately $ 39,500 , exercisable for an aggregate of 52,666,669 shares of common stock. The Series Preferred Stock was converted to common stock in 2025 as described below. Mezzanine Classification ASC 480-10-S99-3A(2) of the SEC's Accounting Series Release N0. 268 ("ASR 268") requires preferred securities that are redeemable for cash or other assets to be classified outside of permanent equity if they are redeemable (i) at a fixed or determinable price on a fixed or determinable date, (ii) at the option of the holder, or (iii) upon the occurrence of an event that is not solely within the control of the issuer. Preferred securities that are mandatorily redeemable are required to be classified by the issuer as liabilities whereas under ASR 268, a company should classify a preferred security whose redemption is contingent on an event not entirely in control of the issuer as mezzanine equity. The Series A Preferred Stock was redeemable at the option of the holder upon a "fundamental change" (as defined in the agreements) that is not solely within control of the Company, and accordingly, the Company determined that mezzanine treatment was appropriate for the Series A Preferred Stock prior to their conversion to common stock in 2025. The Series A Preferred Stock was initially measured at the amount of total proceeds less any offering costs and proceeds allocated to the Warrants, and is presented as such in our consolidated balance sheets as of December 31, 2024. Additionally, during the six months ended June 30, 2025, the Company recorded an increase of $ 2,665 to the Series A Preferred Stock, which represented the fair value of the ratable portion of accumulated PIK dividends that would have increased the stated value of the Series A Preferred stock upon subsequent PIK dividend payment dates. Due to the absence of retained earnings, these adjustments to record the value of the PIK dividends were recorded as a reduction to additional paid-in capital. Conversion of Preferred Stock In September 2025, all of the holders of the Series A Preferred Stock converted their 79,000 shares of Preferred Stock (with an aggregate stated value of $ 79,000 ) into 54,937,411 shares of common stock of the Company pursuant to the terms of the Amended and Restated Articles of Incorporation and such Preferred Stock at the then-current conversion rate of 695.4103 shares of common stock of the Company per one thousand dollars of stated value of Preferred Stock. As the shares of Series A Preferred Stock were converted at the then-current conversion rate and therefore resulted in the delivery of a variable number of shares of the Company's common stock as compared to the original conversion terms at the time the Series A Preferred Stock agreement was entered into, the conversion was required to be treated as a redemption. In accordance with ASC 260, the Company compared (1) the fair value of the consideration transferred to the holders of the Series A Preferred Stock and (2) the carrying amount of the Series A Preferred Stock immediately before the exchange, with the difference treated as a return to the holders of the Series A Preferred Stock in a manner similar to dividends paid on preferred stock. Therefore, during September 2025, the Company recorded a $ 179,000 non-cash preferred stock deemed dividend as a reduction to additional paid-in capital, due to the absence of retained earnings. Issuances of Precigen Common Stock In August 2024, the Company closed a public offering of 39,878,939 shares of its common stock, resulting in net proceeds to the Company of $ 30,882 , after deducting underwriting discounts, fees, and other offering expenses. This included the sale of 4,584,821 shares of the Company’s common stock pursuant to the underwriter’s exercise of its option to purchase additional shares. Of the 39,878,939 shares, 23,588,234 shares were purchased by related parties and their affiliates, including the Company's Chairman of the Board of Directors and his affiliates, and one of the Company's executive officers. In January 2023, the Company closed a public offering of 43,962,640 shares of its common stock, resulting in net proceeds of $ 72,808 , after deducting underwriting discounts, fees, and other underwriting expenses. Of the 43,962,640 shares issued, F-37 Table of Contents 11,517,712 shares were purchased by related parties and their affiliates, including the Company's Chief Executive Officer, its Chairman of the Board of Directors and his affiliates, and certain other of the Company's officers. The Company completed the January 2023 offering of shares of common stock, utilizing a number of underwriters, with J.P. Morgan Securities LLC acting as representative of the underwriters. The services provided by JP Morgan Securities LLC were in the ordinary course of their role as lead underwriter, for which they received customary fees and commissions. Share Lending Agreement Concurrently with the offering of the Convertible Notes (Note 10), Precigen entered into a share lending agreement (the "Share Lending Agreement") with J.P. Morgan Securities LLC (the "Share Borrower") pursuant to which Precigen loaned and delivered 7,479,431 shares of its common stock (the "Borrowed Shares") to the Share Borrower. The Share Lending Agreement terminated in October 2023, and the Borrowed Shares were returned to Precigen and were recorded as treasury shares at that time. Components of Accumulated Other Comprehensive income The components of accumulated other comprehensive income are as follows: December 31, 2025 2024 Unrealized income on investments $ 7 $ 12 Total accumulated other comprehensive income $ 7 $ 12 During the year ended December 31, 2024, the Company reclassified $ 2,915 of cumulative foreign translation losses associated with ActoBio upon the final closing of its facilities, which is included in other income (expenses) in the accompanying consolidated statements of operations. These translation losses were previously recorded within accumulated other comprehensive (loss) income. 13. Share-Based Payments The Company measures the fair value of stock options, RSUs and PSUs issued to employees and nonemployees as of the grant date for recognition of stock-based compensation expense. Stock-based compensation expense for employees and nonemployees is recognized over the requisite service period, which is typically the vesting period. Adjustments to stock-based compensation expense for RSUs and PSUs are made, as needed, each reporting period based on changes in the Company’s estimate of the number of units that are probable of vesting. Stock-based compensation costs included in the consolidated statements of operations are presented below: Year Ended December 31, 2025 2024 2023 Cost of products and services $ 72 $ 41 $ 72 Research and development 2,953 2,828 2,237 Selling, general and administrative 7,841 6,602 7,579 Total $ 10,866 $ 9,471 $ 9,888 The Company capitalized stock-based compensation associated with the allocation of labor costs related to work performed to manufacture Papzimeos of $ 372 for the year ended December 31, 2025. F-38 Table of Contents Precigen Equity Incentive Plans In August 2013, Precigen adopted the 2013 Omnibus Incentive Plan (the "2013 Plan"), for employees and nonemployees pursuant to which Precigen's board of directors granted share-based awards, including stock options, restricted stock units, shares of common stock and other awards, to employees, officers, consultants, advisors, and nonemployee directors. Upon the effectiveness of the 2023 Omnibus Incentive Plan (the "2023 Plan") by Precigen's shareholders in June 2023, as discussed in the next paragraph, no new awards may be granted under the 2013 Plan and any awards granted under the 2013 Plan prior to the effectiveness of the 2023 Plan will remain outstanding under such plan and will continue to vest and/or become exercisable in accordance with their original terms and conditions. As of December 31, 2025, there were 14,865,149 stock options and no RSUs outstanding under the 2013 Plan. In April 2023, Precigen adopted the 2023 Plan, which became effective upon shareholder approval in June 2023. The 2023 Plan permits the grant of share-based awards, including stock options, restricted stock awards, RSUs, PSUs and other awards, to officers, employees and nonemployees. The 2023 Plan initially authorized for issuance pursuant to awards under the 2023 Plan an aggregate of 16,418,137 shares, which included shares remaining available for issuance under the 2013 Plan. In July 2024, shareholders approved an additional 2,000,000 shares to be authorized under the 2023 Plan and in June 2025, shareholders approved an additional 11,500,000 shares to be authorized under the 2023 Plan. As of December 31, 2025, there were 9,051,962 stock options, 1,025,000 PSUs and 1,695,500 RSUs outstanding under the 2023 Plan and 11,458,631 shares were available for future grants. In April 2019, Precigen adopted the 2019 Incentive Plan for Non-Employee Service Providers (the "2019 Plan"), which became effective upon shareholder approval in June 2019. The 2019 Plan permits the grant of share-based awards, including stock options, restricted stock awards, and RSUs, to non-employee service providers, including board members. As of December 31, 2025, there were 13,100,000 shares authorized for issuance under the 2019 Plan. The 2019 Plan initially authorized for issuance pursuant to awards under the 2019 Plan an aggregate of 5,000,000 shares. In June 2022, shareholders approved an additional 7,000,000 shares to be authorized under the 2019 Plan and in June 2025, shareholders approved an additional 1,100,000 shares to be authorized under the 2019 Plan. As of December 31, 2025, the 2019 Plan had 4,236,081 stock options and 646,551 RSUs outstanding, and 2,048,892 shares were available for future grants. Stock Options Stock options may be granted with an exercise price equal to or greater than the stock's fair market value at the date of grant. Stock options may be granted with an exercise price less than the stock's fair market value at the date of grant only if the stock options are replacement options in accordance with certain United States Treasury regulations. All stock options have terms of up to ten-year and vest four years from the date of grant. F-39 Table of Contents Stock option activity was as follows: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Balance at December 31, 2022 15,201,276 $ 10.41 6.87 Granted 7,847,869 1.19 Exercised — — Forfeited ( 275,250 ) ( 2.65 ) Expired ( 716,555 ) ( 20.41 ) Balance at December 31, 2023 22,057,340 6.90 7.12 Granted 7,361,674 1.40 Exercised ( 265,448 ) ( 1.30 ) Forfeited ( 1,586,732 ) ( 1.72 ) Expired ( 1,642,100 ) ( 17.10 ) Balance at December 31, 2024 25,924,734 5.07 7.05 Granted 4,322,403 1.44 Exercised ( 786,282 ) ( 1.53 ) Forfeited ( 334,076 ) ( 1.66 ) Expired ( 973,587 ) ( 14.62 ) Balance at December 31, 2025 28,153,192 4.32 6.74 Exercisable at December 31, 2025 18,804,310 5.76 5.90 Total unrecognized compensation costs related to unvested awards as of December 31, 2025 were $ 8,040 and are expected to be recognized over a weighted-average period of approximately 2.19 years. The weighted average grant date fair value of options granted during 2025, 2024, and 2023 was $ 1.15 , $ 1.12 , and $ 0.92 , respectively. The aggregate intrinsic value of options exercised during 2025, 2024, and 2023 was $ 1,704 , $ 60 , and $ 0 , respectively. The aggregate intrinsic value of options is calculated as the difference between the exercise price of the underlying options and the fair value of Precigen's common stock for those shares where the exercise price was lower than the fair value of Precigen's common stock on the date of exercise. F-40 Table of Contents The following table summarizes additional information about stock options outstanding as of December 31, 2025 Options Outstanding Options Exercisable Range of Exercise Prices Number of Options Weighted Average Exercise Price Weighted Average Remaining Life (Years) Aggregate Intrinsic Value Number of Options Weighted Average Exercise Price Weighted Average Remaining Life (Years) Aggregate Intrinsic Value $ 0.67 — $ 1.40 14,831,973 $ 1.29 8.17 $ 42,799 6,533,916 $ 1.24 7.61 $ 19,225 $ 1.41 — $ 2.50 5,711,476 $ 1.97 6.88 12,606 4,684,151 $ 1.96 6.83 10,394 $ 2.51 — $ 6.00 2,287,356 $ 5.47 4.23 131 2,263,856 $ 5.50 4.19 109 $ 6.01 — $ 12.00 2,773,056 $ 10.14 4.44 — 2,773,056 $ 10.14 4.44 — $ 12.01 — $ 34.85 2,549,331 $ 19.80 2.91 — 2,549,331 $ 19.80 2.91 — 28,153,192 $ 4.32 6.74 $ 55,536 18,804,310 $ 5.76 5.90 $ 29,728 PSUs and RSUs In 2024, the Company’s Compensation and Human Capital Management Committee of the Board of Directors (the "Compensation Committee") approved the grant of 3,178,000 PSUs under the 2023 Plan to certain key employees of the Company. Of the PSUs granted, 2,978,000 were subject to vesting in two equal 50 % installments based upon the achievement of two specified operational milestones relating to (i) the Company’s good faith submission to the U.S. Food and Drug Administration (the “FDA”) of a complete BLA for the Company’s PRGN-2012 investigational product and (ii) the approval of the BLA by the FDA. The remaining 200,000 PSUs granted in 2024 are subject to vesting in two equal 50 % installments based on (i) the achievement of the approval of the BLA by the FDA and (ii) continued employment with the Company on the six-month anniversary of the approval of the BLA by the FDA. In May 2025, the Compensation Committee approved the grant of 950,000 PSUs under the 2023 Plan to non-executive employees of the Company, which are scheduled to vest one year from the grant date, on the condition that that the BLA for PRGN-2012 was approved by the FDA. In January 2025, the Compensation Committee certified the achievement of the performance milestone of the submission of the BLA to the FDA, and as such, approximately 1,500,000 PSUs vested in January 2025. In September 2025, the Compensation Committee certified the achievement of the performance milestone related to the approval of the BLA by the FDA. As such, approximately 1,600,000 PSUs vested in September 2025. With respect to the initial 2,978,000 PSUs, as of the award grant date, the underlying performance milestone relating to the Company's submission of a BLA to the FDA was considered probable of achievement and stock-based compensation expense was recognized during the year ended December 31, 2024 related to that milestone. As of the award grant date, the underlying performance milestone related to the approval of the BLA by the FDA was determined to be not probable of achievement, as such approval is outside of the Company's control. Therefore, no stock-based compensation expense was recognized related to that milestone of the PSUs for the six months ended June 30, 2025 and during 2024 related to this milestone. Upon approval of the BLA by the FDA, the performance condition was determined to be probable of being satisfied and therefore the Company recognized cumulative expense of $ 2,266 to reflect the portion of the employee's requisite service that had been provided to date. For those PSUs with a continued service condition, the Company is continuing to recognize stock-based compensation cost over the remaining requisite service period. Additionally, in September 2025, the Company elected to settle in cash the portion of the original 2,978,000 PSUs held by certain executive officers that were to vest upon the approval of the BLA by the FDA. This was accounted for as cash settlements of equity-classified awards as it is not expected that the Company will have further settlements of equity awards in cash. As such, the Company recorded compensation cost of $ 3,404 , which represented the additional settlement consideration that exceeded the fair-value-based measure of the equity-classified award on the settlement date. F-41 Table of Contents RSU and PSU activity was as follows: Number of RSUs and PSUs Weighted Average Grant Date Fair Value Weighted Average Remaining Contractual Term (Years) Balance at December 31, 2022 697,815 $ 2.66 0.13 Granted 4,083,777 1.01 Vested ( 3,820,058 ) ( 1.27 ) Forfeited — — Balance at December 31, 2023 961,534 1.17 0.19 Granted 7,769,484 1.29 Vested ( 4,726,961 ) ( 1.37 ) Forfeited — — Balance at December 31, 2024 4,004,057 1.16 0.55 Granted 6,872,289 1.42 Vested ( 6,290,420 ) ( 1.29 ) PSUs settled in cash ( 1,154,000 ) ( 1.13 ) Forfeited ( 64,875 ) ( 1.24 ) Balance at December 31, 2025 3,367,051 1.45 0.70 Total unrecognized compensation costs related to unvested RSU and PSU awards as of December 31, 2025 were $ 2,284 and are expected to be recognized over a weighted-average period of approximately 1.8 years. Precigen uses treasury shares (to the extent available) and authorized and unissued shares to satisfy share award vesting. 14. Operating Leases The Company leases certain facilities and equipment under operating leases. Leases with a lease term of twelve months or less are considered short-term leases and are not recorded on the balance sheet, and expense for these leases is recognized over the term of the lease. All other leases have remaining terms of less than one year to five years , some of which may include options to extend the lease and some of which may include options to terminate the lease within one year . The Company uses judgment to determine whether it is reasonably possible to extend the lease beyond the initial term or terminate before the initial term ends and the length of the possible extension or early termination . The leases are renewable at the option of the Company and do not contain residual value guarantees, covenants, or other restrictions. The components of lease costs were as follows: Year Ended December 31, 2025 2024 2023 Operating lease costs $ 1,593 $ 2,379 $ 2,234 Short-term lease costs 33 55 52 Variable lease costs 390 368 384 Lease costs $ 2,016 $ 2,802 $ 2,670 F-42 Table of Contents As of December 31, 2025, maturities of lease liabilities, excluding short-term and variable leases, for continuing operations were as follows: 2026 $ 1,680 2027 1,489 2028 1,402 2029 1,341 2030 600 Thereafter — Total 6,512 Present value adjustment ( 1,396 ) Total $ 5,116 Current portion of operating lease liabilities $ 1,136 Long-term portion of operating lease liabilities 3,980 Total $ 5,116 Other information related to operating leases in continuing operations was as follows: December 31, 2025 2024 Weighted average remaining lease term (years) 4.05 4.83 Weighted average discount rate 11.47 % 11.57 % Year Ended December 31, 2025 2024 2023 Supplemental disclosure of cash flow information Cash paid for operating lease liabilities $ 1,601 $ 2,662 $ 2,326 Operating lease right-of-use assets obtained in exchange for new lease liabilities (includes new leases or modifications of existing leases) 724 572 399 During the year ended December 31, 2024 the Company recorded an impairment charge related to right-of-use assets. See Note 8 for further discussion. 15. Commitments and Contingencies Contingencies In December 2020, a derivative shareholder action, captioned Edward D. Wright, derivatively on behalf of Precigen, Inc. F/K/A Intrexon Corp. v. Alvarez et al , was filed in the Circuit Court for Fairfax County in Virginia on behalf of Precigen, Inc. The complaint named as defendants certain of the Company' directors and certain of the Company's current and former officers. The complaint's claims related to disclosures made by the Company about MBP program from May 10, 2017 to March 1, 2019. The plaintiff seeks damages, forfeiture of benefits received by defendants, and an award of reasonable attorneys' fees and costs. The case was stayed by an order entered on June 14, 2021. On September 24, 2021, an individual shareholder filed a lawsuit in the Circuit Court for Henrico County styled Kent v. Precigen , Inc., Case CL21-6349. The Kent action, also related to disclosures regarding MBP program, demands inspection of certain books and records of the Company pursuant to Virginia statutory and common law. On April 1, 2022, the court denied the demurrer and referred the matter to a hearing on the merits. The Company intends to defend the lawsuits vigorously; however, there can be no assurances regarding the ultimate outcome of these lawsuits. In connection with the sale of the Company's Trans Ova subsidiary in 2022, the Company is required to indemnify the buyer for certain expenses incurred post close (related to covenants and certain additional specified liabilities including certain patent infringement lawsuits), if incurred, in amounts not to exceed $ 5,750 . Such indemnification was recorded as a reduction of the gain on divestiture in 2022. As of December 31, 2025 and December 31, 2024, $ 2,476 and $ 3,213 , respectively, were included in indemnification accruals on the consolidated balance sheets related to this indemnification liability. In 2025, the Company F-43 Table of Contents paid an indemnification claim of $ 737 for expenses incurred by the buyer for the period from January 2024 to September 2025. During 2024, the Company paid $ 1,862 for expenses incurred by the Buyer for the period from July 2023 through December 2023. In addition, during 2023, the Company paid $ 675 for indemnification claims related to the period from the date of sale through June 2023. During 2025, the Company was notified by the buyer that the underlying claim related to the Company's indemnification was fully settled, and the Company will be required to further indemnify the buyer for approximately $ 2,000 plus associated legal fees. The Company expects to make final payments in 2026 which will discontinue the on going indemnification obligation. In the course of its business, the Company is involved in litigation or legal matters, including governmental investigations. Such matters may result in adverse judgments, unfavorable settlements, or concessions by the Company, or adverse regulatory action, any of which could harm the Company’s business or operations. Moreover, such matters are subject to many uncertainties and outcomes are not predictable with assurance. The Company accrues liabilities for such matters when it is probable that future expenditures will be made and such expenditures can be reasonably estimated. As of December 31, 2025, the Company does not believe that any such matters, individually or in the aggregate, will have a material adverse effect on the Company's business, financial condition, results of operations, or cash flows. 16. Segments While the Company has historically generated revenues from multiple sources, including collaboration agreements and products and services associated with animal research models, management is organized around a singular focus which is developing and commercializing product candidates in its core therapeutic areas of immuno-oncology, autoimmune disorders, and infectious diseases. In February 2025, the FDA granted priority review to Company’s BLA for PRGN-2012, with a PDUFA target action date set for August 27, 2025. On August 14, 2025, the FDA fully approved Papzimeos, marking the Company’s transition from a development-stage to a commercial-stage biopharmaceutical company. In anticipation of this transition, during the first quarter of 2025, the Company realigned its former two operating segments, Biopharmaceuticals and Exemplar, into one operating segment. This decision was made to streamline operations and enhance focus on core business activities in preparation for the commercial launch of Papzimeos. The Company implemented this change to better reflect how the Company is managed and to align with its strategic initiative to concentrate resources on its core business. This change also reflects a shift in the manner in which the chief operating decision maker (“CODM”) reviews information to assess the Company’s performance and make resource allocation decisions, in accordance with ASC 280, Segment Reporting . The Company's CODM is its President and Chief Executive Officer ("CEO"). The CODM manages and allocates resources at a consolidated level. Although the change in operating segments was made in the first quarter of 2025, the Company still maintains two reporting units for the purpose of goodwill impairment testing. Also, beginning in the first quarter of 2025, the CEO began using net loss in accordance with generally accepted accounting principles to assess performance and decide how to allocate resources. The CEO uses net loss to evaluate the allocation of resources across functions and research and development projects in line with our overarching long-term company-wide strategic goals as well as to monitor budget versus actual results. The CEO does not use total assets to evaluate segment performance or allocate resources, and accordingly, these amounts are not required to be disclosed. All prior period segment data has been retrospectively adjusted to reflect the way the Company's CODM internally receives information and manages and monitors our operating segment performance starting in fiscal year 2025. The accounting policies of the Company's single operating segment are the same as those described in the summary of significant accounting policies as described in Note 2. As of December 31, 2025, substantially all of the Company's long-lived assets were held in the United States and there were no revenues derived in foreign countries for any periods presented. Expenditures for the addition of long-lived assets are reported on the consolidated statements of cash flows as purchases of property and equipment. Total segment net loss, which equals consolidated net loss per the consolidated statements of operations was as follows: F-44 Table of Contents Year Ended December 31, 2025 2024 2023 Revenues from external customers $ 9,684 $ 3,925 $ 6,225 Less: Salaries, benefits and other payroll expenses, including severance costs ( 44,093 ) ( 46,281 ) ( 44,097 ) Rent and utilities ( 3,716 ) ( 3,877 ) ( 3,898 ) Change in fair value of warrant liabilities ( 139,523 ) — — Impairment of goodwill ( 3,907 ) ( 7,408 ) ( 10,390 ) Impairment of assets — ( 32,915 ) ( 445 ) Other segment expenses, net ( 69,084 ) ( 39,679 ) ( 43,299 ) Net loss $ ( 250,639 ) $ ( 126,235 ) $ ( 95,904 ) Other segment expenses, net in the table above includes external R&D, SG&A and cost of good sold, including third-party commercialization and manufacturing costs, laboratory supplies, consultant costs, legal and professional fees, insurance, and certain other overhead expenses. 17. Defined Contribution Plans The Company sponsors defined contribution plans covering employees who meet certain eligibility requirements. The Company makes contributions to the plans in accordance with terms specified in the plan agreement. The Company's contributions to the plans were $ 505 , $ 417 , and $ 178 for the years ended December 31, 2025, 2024, and 2023, respectively. F-45