What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-03-02 compared with 2025-02-27 · 508 added, 489 removed, 987 unchanged (50% of the section changed)

28 unchanged sentences

Trading Arrangements

During the three months ended December 31, 2024, none of our directors or officers informed us of the adoption , modification or termination of a “ Rule 10b5-1 trading arrangement ” or “ non-Rule 10b5-1 trading arrangement ,” as each term is defined in Item 408(a) of Regulation S-K.

During the three months ended December 31, 2025, the following adopted a “ Rule 10b5-1 trading arrangement ” (as defined in Item 408(a) of Regulation S-K) that is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act and our policies on insider trading:

Date Adopted (1)

Aggregate Number of Ordinary Shares to be Purchased or Sold Pursuant to Trading Arrangement

Expiration Date (2)

Matthew Kapusta , Chief Executive Officer

October 5, 2025

November 1, 2026

Jeannette Potts , Chief Legal Officer

October 2, 2025

December 31, 2026

Jeremy Springhorn ,

Non-executive

October 3, 2025

December 30, 2027

(1) Date of adoption of this Rule 10b5-1 trading arrangement is in accordance with applicable SEC rules and regulations.

The first trade pursuant to this Rule 10b5-1 trading arrangement will be, in accordance with applicable SEC rules and regulations, on a date after the date of adoption of the Rule 10b5-1 trading arrangement, to the extent triggered under its terms.

(2) The Rule 10b5-1 trading arrangement is scheduled to expire on the date listed in the table, subject to earlier termination upon the sale of all shares subject to the Rule 10b5-1 trading arrangement, or as otherwise provided in the Rule 10b5-1 trading arrangement.

Other than those disclosed above, none of our directors or officers adopted, modified, or terminated a “Rule 10b5-1 trading arrangement” or “ non-Rule 10b5-1 trading arrangement ,” in each case as defined in Item 408 of Regulation S-K, during the three months ended December 31, 2025.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

20 unchanged sentences

Consolidated Statements of Operations and Comprehensive Loss for the Years Ended December 31, 2025, 2024 and 2023

Consolidated Statements of Shareholders’ (Deficit) / Equity for the Years Ended December 31, 2024, 2023 and 2022

Consolidated Statements of Shareholders’ Equity / (Deficit) 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

8 unchanged sentences

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

Report of Independent Registered Public Accounting Firm - KPMG Accountants N.V.

, Amstelveen, The Netherlands (PCAOB ID 1012 )

Report of Independent Registered Public Accounting Firm - KPMG Accountants N.V., Amstelveen, The Netherlands (PCAOB ID 1012 )

Consolidated Balance Sheets as of December 31, 2025 and 2024

Consolidated Statements of Operations and Comprehensive Loss for the Years Ended December 31, 2025, 2024 and 2023

Consolidated Statements of Shareholders’ (Deficit) / Equity for the Years Ended December 31, 2024, 2023 and 2022

Consolidated Statements of Shareholders’ Equity / (Deficit) 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

5 unchanged sentences

We have audited the accompanying consolidated balance sheets of uniQure N.V.

and subsidiaries (‘the Company’) as of December 31, 2024 and 2023, the related consolidated statements of operations and comprehensive loss, shareholders’ (deficit) / equity, and cash flows for each of the years in the three-year period ended December 31, 2024, and the related notes (collectively, the consolidated financial statements).

and subsidiaries (‘the Company’) as of December 31, 2025 and 2024, the related consolidated statements of operations and comprehensive loss, shareholders’ equity / (deficit), and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes (collectively, the consolidated financial statements).

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

23 unchanged sentences

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

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

Valuation of intangible asset at initial recognition arising from favorable terms in the Commercial Supply Agreement

As described in Notes 3 and 6 to the consolidated financial statements, the Company recorded an intangible asset valued at $16.7 million derived from the consideration received following the sale of the Lexington facility and based on the Commercial Supply Agreement entered into with Genezen.

This intangible asset represents the rights to purchase HEMGENIX® at terms considered favorable to market terms.

The valuation at initial recognition is based on the difference between the contractually agreed price under the Commercial Supply Agreement and the estimated commercial supply price for purchases to be made under the agreement.

We identified the valuation of the intangible asset at initial recognition arising from favorable terms in the Commercial Supply Agreement as a critical audit matter.

We performed a sensitivity analysis to identify the significant assumptions used to value the intangible asset, individually and in the aggregate, and determined this assumption to be the commercial supply price.

Minor changes in this assumption could have a significant impact on the valuation of the intangible asset at initial recognition A high degree of subjective auditor judgement was required to evaluate the commercial supply price assumption for the goods supplied under the agreement, due to the lack of direct observable commercial supply prices.

The following are the primary procedures we performed to address this critical audit matter:

• We evaluated the design and tested the operating effectiveness of certain internal controls related to the valuation of the intangible asset.

• We evaluated management’s methodology for determining the commercial supply price in the absence of comparable agreements, by comparing management’s estimate of commercial supply price to contracts in place with other suppliers and to the Company’s historical production costs to assess the reasonableness of management’s commercial supply price assumption.

Critical audit matters are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

We determined that there are no critical audit matters.

/s/ KPMG Accountants N.V.

1 unchanged sentence

Amstelveen, the Netherlands

February 27, 2025

March 2, 2026

CONSOLIDATED BALANCE SHEETS

4 unchanged sentences

Accounts receivable

Inventories, net

Prepaid expenses

12 unchanged sentences

Accrued expenses and other current liabilities

Current portion of contingent consideration

Liability related to pre-funded warrants

Current portion of operating lease liabilities

4 unchanged sentences

Operating lease liabilities, net of current portion

Contingent consideration, net of current portion

Contingent consideration

Deferred tax liability, net

3 unchanged sentences

Commitments and contingencies

Shareholders' (deficit) / equity

Shareholders' equity / (deficit)

Ordinary shares, € 0.05 par value:

4 unchanged sentences

( 1,328,936 )

Total shareholders' (deficit) / equity

Total liabilities and shareholders' (deficit) / equity

( 1,129,965 )

Total shareholders' equity / (deficit)

Total liabilities and shareholders' equity / (deficit)

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

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

Year ended December 31,

Years ended December 31,

(in thousands, except share and per share amounts)

13 unchanged sentences

Interest expense

Foreign currency (losses) / gains, net

Foreign currency gains / (losses), net

Other non-operating gains, net

Loss before income tax (expense) / benefit

Income tax (expense) / benefit

Other comprehensive income / (loss):

Foreign currency translation gain / (losses), net

Loss before income tax expense

Income tax expense

Other comprehensive loss:

Foreign currency translation (losses) / gains, net

Defined benefit pension gain / (loss), net of taxes

Total comprehensive loss

Earnings per ordinary share - basic and diluted

Loss per ordinary share - basic and diluted

Basic and diluted net loss per ordinary share

1 unchanged sentence

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

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ (DEFICIT) / EQUITY

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY / (DEFICIT)

Ordinary shares

1 unchanged sentence

shareholders’

(deficit) / equity

equity / (deficit)

(in thousands, except share and per share amounts)

1 unchanged sentence

Loss for the period

Other comprehensive loss

Income tax benefit of past share issuance cost

Other comprehensive income, net

Exercises of share options

6 unchanged sentences

Exercises of share options

Restricted and performance share units distributed during the period

Restricted share units distributed during the period

Share-based compensation expense

1 unchanged sentence

Balance at December 31, 2024

( 1,129,965 )

Loss for the period

Other comprehensive income, net

Other comprehensive loss, net

Follow-on public offerings

Tax benefit related to historical share issuance costs

Exercises of share options

1 unchanged sentence

Share-based compensation expense

Issuance of ordinary shares relating to employee stock purchase plan

Balance at December 31, 2025

6 unchanged sentences

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

Depreciation, amortization and impairment

Depreciation and amortization

Amortization of discount on investment securities

1 unchanged sentence

Royalty financing agreement interest expense, net of interest paid

Deferred tax expense / (income)

Changes in fair value of contingent consideration and derivative financial instrument, net

Unrealized foreign exchange losses / (gains), net

Deferred tax expense

Changes in fair value of contingent consideration

Changes in fair value of liability related to pre-funded warrants

Unrealized foreign exchange (gains) / losses, net

Other items, net

1 unchanged sentence

Accounts receivable, prepaid expenses, and other current assets and receivables

Contract asset related to CSL Behring milestone payments

Accounts payable

Accrued expenses, other liabilities, and operating leases

Contingent consideration milestone payment

Contingent consideration milestone payments

Contract asset related to CSL Behring milestone payments

Net cash used in operating activities

4 unchanged sentences

Purchases of property, plant, and equipment

Acquisition of uniQure France SAS, net of cash acquired

Net cash generated from / (used in) investing activities

Net cash (used in) / generated from investing activities

Cash flows from financing activities

Proceeds from royalty financing agreement

Payment of debt issuance costs

Proceeds from issuance of ordinary shares related to employee stock option and purchase plans

Proceeds from follow-on public offerings of ordinary shares, net of issuance costs

Proceeds from issuance of pre-funded warrants, net of issuance costs

Proceeds from issuance of ordinary shares related to employee stock options and purchase plans

Repayment of long-term debt

Contingent consideration milestone payment

Net cash (used in) / generated from financing activities

Contingent consideration milestone payments

Proceeds from royalty financing agreement, net of issuance costs

Net cash generated from / (used in) financing activities

Currency effect on cash, cash equivalents and restricted cash

Net (decrease) / increase in cash, cash equivalents and restricted cash

Cash, cash equivalents and restricted cash at beginning of period

Cash, cash equivalents and restricted cash at the beginning of period

Cash, cash equivalents and restricted cash at the end of period

24 unchanged sentences

GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”).

The consolidated financial statements have been prepared under the historical cost convention, except for derivative financial instruments and contingent consideration, which are recorded at fair value through profit or loss.

The consolidated financial statements have been prepared under the historical cost convention, except for financial instruments, contingent consideration and the liability related to pre-funded warrants, which are recorded at fair value within the Company’s Consolidated Statements of Operations and Comprehensive Loss.

The consolidated financial statements are presented in United States (“U.S.”) dollars ($), except where otherwise indicated.

5 unchanged sentences

The preparation of consolidated financial statements, in conformity with U.S.

GAAP and Securities and Exchange Commission (“SEC”) rules and regulations, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of revenues and expenses during the reporting period.

Estimates and assumptions are primarily made in relation to contingent consideration related to the acquisition of uniQure France SAS, the valuation of the intangible asset with favorable terms recorded as part of the sale the Company’s commercial manufacturing activities located in Lexington, MA (“Lexington Transaction”) in July 2024 and the date at which the Company expects to satisfy its commitment under the Royalty Financing Agreement (refer to definition in Note 2.3.27).

GAAP and Securities and Exchange Commission (“SEC”) rules and regulations, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at of the date of the consolidated financial statements and reported amounts of revenues and expenses during the reporting period.

Estimates and assumptions are primarily made in relation to contingent consideration related to the July 2021 acquisition of uniQure France SAS (the “uniQure France Acquisition”).

If actual results differ from the Company’s estimates, or to the extent these estimates are adjusted in future periods, the Company’s results of operations could either benefit from, or be adversely affected by, any such change in estimate.

1 unchanged sentence

The principal accounting policies applied in the preparation of these consolidated financial statements are set out below.

These policies have been consistently applied to all the years presented, unless otherwise stated.

These policies have been consistently applied to all years presented, unless otherwise stated.

2.3.1 Consolidation

2 unchanged sentences

Currently, the Company is not involved with variable interest entities.

Inter-company transactions, balances, income, and expenses on transactions between uniQure entities are eliminated in consolidation.

Profits and losses resulting from inter-company transactions that are recognized in assets are also eliminated.

Intercompany transactions, balances, income, and expenses on transactions between uniQure entities are eliminated upon consolidation.

Profits and losses resulting from intercompany transactions that are recognized in assets are also eliminated.

Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Company.

4 unchanged sentences

All other assets are classified as non-current.

The term current liabilities is used principally to designate obligations whose liquidation is reasonably expected to require the use of existing resources properly classifiable as current assets, or the creation of other current liabilities.

Current liabilities are expected to be settled in the normal operating cycle.

The pre-funded warrants are exercisable at the option of the holder and may be settled at any time.

The Company classifies all other liabilities as non-current.

2 unchanged sentences

The functional currency of the Company and each of its entities (except for uniQure Inc.

and Corlieve AG) is the euro (€).

and uniQure Switzerland GmbH (“uniQure Switzerland”), formerly Corlieve Therapeutics AG, is the euro (€, or EUR).

This represents the currency of the primary economic environment in which the entities operate.

The functional currency of uniQure Inc.

dollar ($) and the functional currency of Corlieve AG is the Swiss Franc (CHF).

dollar ($) and the functional currency of uniQure Switzerland is the Swiss franc (CHF).

The consolidated financial statements are presented in U.S.

Foreign currency transactions are measured and recorded in the functional currency using the exchange rates prevailing at the dates of the transactions.

Foreign exchange gains and losses resulting from the settlement of such transactions and from the re-measurement of monetary assets and liabilities denominated in foreign currencies at exchange rates prevailing at balance sheet date are recognized in profit and loss.

Foreign exchange gains and losses resulting from the settlement of such transactions and from the remeasurement of monetary assets and liabilities denominated in foreign currencies at exchange rates prevailing at the balance sheet date are recognized within the Company’s Consolidated Statements of Operations and Comprehensive Loss.

Upon consolidation, the assets and liabilities of foreign operations are translated into the functional currency of the shareholding entity at the exchange rates prevailing at the balance sheet date;

items of income and expense are translated at monthly average exchange rates.

The consolidated assets and liabilities are translated from uniQure N.V.’s functional currency, euro, into the reporting currency U.S.

The consolidated assets and liabilities are translated from uniQure N.V.’s functional currency, the euro, into the reporting currency, the U.S.

dollar, at the exchange rates prevailing at the balance sheet date;

items of income and expense are translated at monthly average exchange rates.

Issued capital and additional paid-in capital are translated at historical rates with differences to the balance sheet date rate recorded as translation adjustments in other comprehensive income / loss.

The exchange differences arising on translation for consolidation are recognized in “accumulated other comprehensive income / loss”.

On disposal of a foreign operation, the component of other comprehensive income / loss relating to that foreign operation is recognized in profit or loss.

Issued capital and additional paid-in capital are translated at historical rates with differences to the balance sheet date rate recorded as translation adjustments within Other comprehensive loss.

The exchange differences arising on translation for consolidation are recognized within Accumulated other comprehensive loss.

On disposal of a foreign operation, the component of Other comprehensive loss relating to that foreign operation, is recognized within the Company’s Consolidated Statements of Operations and Comprehensive Loss.

2.3.4 Fair value measurement

8 unchanged sentences

A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.

Items measured at fair value on a recurring basis include financial instruments and contingent consideration (Note 7, “ Fair value measurement ”).

The carrying amount of cash and cash equivalents, accounts receivable from licensing and collaboration partners, other assets, accounts payable, accrued expenses and other current liabilities reflected in the consolidated balance sheets approximate their fair values due to their short-term maturities.

Items measured at fair value on a recurring basis include financial instruments, contingent consideration and the liability related to pre-funded warrants (Note 6, “ Fair value measurement ”).

The carrying amount of cash and cash equivalents, accounts receivable from our licensing and collaboration partner, other assets, accounts payable, accrued expenses and other current liabilities reflected in the Consolidated Balance Sheets approximate their fair values due to their short-term maturities.

2.3.5 Contingent consideration

Each reporting period, the Company revalues the contingent consideration obligations associated with the acquisition of uniQure France SAS in 2021 to their fair value and records changes in the fair value within research and development expenses.

Each reporting period, the Company revalues the contingent consideration obligations associated with the uniQure France Acquisition to their fair value, and records the changes in the fair value within research and development expenses.

Changes in contingent consideration obligations result from changes in assumptions regarding the probabilities of achieving the relevant milestones, the estimated timing of achieving such milestones, and the interest rate to discount the milestone payments.

The probability-adjusted payments are discounted to present value using a discount rate representing the Company’s credit risk.

This discount rate is determined using the effective interest rate of the Company’s existing debt facility adjusted for difference in maturity dates based on market data on effective yields for U.S.

This discount rate is determined using the effective interest rate of the Company’s existing debt facility, adjusted for differences in maturity dates based on market data on effective yields for U.S.

bonds with a CCC credit rating.

Payments of portions of contingent consideration initially recorded as of the acquisition date are recorded as cash flows from financing activities, and payments, or the portion of the milestone payments representing changes in the fair value of contingent consideration subsequent to the initial recognition, are recorded as cash flows from operating activities.

Payments of portions of contingent consideration initially recorded as of the July 2021 date of the uniQure France Acquisition are recorded as cash flows from financing activities, and payments, or the portion of the milestone payments representing changes in the fair value of contingent consideration subsequent to the initial recognition, are recorded as cash flows from operating activities.

Refer to Note 6 “ Fair value measurement ” for further information.

2.3.6 Liability related to pre-funded warrants

As part of the Company’s September 2025 follow-on public offering, the Company issued pre-funded warrants (the “Pre-Funded Warrants”), denominated in U.S.

As the Pre-Funded Warrants are not denominated in the Company’s functional currency, they are not indexed to the Company’s ordinary shares in accordance with ASC 815-40, Derivatives and Hedging, Contracts in Entity’s Own Equity .

The obligation to issue ordinary shares at an offering price of $ 47.50 per ordinary share, less a $ 0.0001 per ordinary share exercise price, is classified as a liability.

The liability related to pre-funded warrants is accounted for at fair value in accordance with ASC 820, Fair Value Measurement .

Changes in the fair value of the liability related to pre-funded warrants are recognized within Other non-operating items, net in the Company’s Consolidated Statements of Operations and Comprehensive Loss.

The liability related to pre-funded warrants is classified as current due to the Pre-Funded Warrant holder’s right to exercise at any time.

The Company made an accounting policy election to exclude the Pre-Funded Warrants from the denominator in the computation of basic net loss per ordinary share, as such instruments are not considered to be outstanding ordinary shares.

Refer to Note 6 “ Fair value measurement ” for further information.

2.3.7 Divestiture of commercial manufacturing activities

7 unchanged sentences

which are convertible into Genezen common stock and will accrue an 8.0 % per annum cumulative dividend, (ii) a convertible promissory note with a nominal amount of $ 12.5 million, bearing interest at 8.0 % per annum and maturing 63 months following the date of issuance, (iii) a right to purchase HEMGENIX at terms considered favorable to market terms and (iv) a firm purchase commitment liability for its customer contract with CSL Behring, inherently related to the right to purchase HEMGENIX.

Refer to Note 3 “ Divestiture of commercial manufacturing activities” for further detail.

Refer to Note 3 “ Divestiture of commercial manufacturing activities” and Note 4 “Other investments” for further information.

Series C preferred stock

The Company recorded the Series C preferred stock in Genezen Holdings Inc.

issued to the Company at its fair value.

The Company subsequently measures these non-marketable equity securities at cost less any impairment, adjusted to fair value if there are observable price changes in orderly transactions for an identical or similar investment of the Genezen Holdings Inc., in accordance with topic ASC 321, Investments – Equity Securities.

The series C preferred stock is presented within Other investments on the consolidated balance sheets.

issued to the Company at fair value.

The Company subsequently measures these non-marketable equity securities at cost, less any impairment, adjusted to fair value if there are observable price changes in orderly transactions for an identical or similar investment in Genezen Holdings Inc., in accordance with topic ASC 321, Investments – Equity Securities.

The series C preferred stock is presented within Other investments on the Company’s Consolidated Balance Sheets.

Refer to Note 4 “Other investments” for further information.

Convertible promissory note

The convertible promissory note was recognized at its fair value.

The convertible promissory note is classified as not held for sale and subsequently measured at amortized cost, net of allowance for credit losses in accordance with topic ASC 310, Receivables as it did not meet the definition of a debt security under topic ASC 320 , Investments – Debt Securities.

The convertible promissory note is classified as not held for sale and subsequently measured at amortized cost, net of allowance for credit losses, as applicable, in accordance with topic ASC 310, Receivables, as it did not meet the definition of a debt security under topic ASC 320 , Investments – Debt Securities.

Expected credit losses are determined with consideration to the financial condition and performance of the counterparty.

The Company accrues interest income on its convertible promissory note using the effective interest method over the convertible promissory note’s contractual term.

The convertible promissory note is presented within Other investments on the consolidated balance sheets.

The convertible promissory note is presented within Other investments on the Company’s Consolidated Balance Sheets.

Refer to Note 4 “Other investments” for further information.

Right to purchase

The Company entered into a Commercial Supply Agreement (“CSA”) with Genezen.

The Company entered into a Commercial Supply Agreement (the “CSA”) with Genezen.

The CSA provides the Company with rights to purchase HEMGENIX at terms considered favorable to market terms.

2 unchanged sentences

The Company amortizes the intangible asset on a straight-line basis over a three-year term.

The Company presents the amortization expense within Other expense in the Consolidated Statement of Operations and Comprehensive Loss.

The Company presents the amortization expense within Other expense within the Consolidated Statements of Operations and Comprehensive Loss.

Firm purchase commitment liability

The CSA includes a minimum term of three years and minimum purchase commitments of HEMGENIX over the first three years , unless certain contractual provisions are triggered.

The Company expects to resell HEMGENIX® purchased from Genezen via its minimum commitments to CSL Behring at a loss.

The Company expects to resell HEMGENIX purchased from Genezen through its minimum commitments to CSL Behring at a loss.

In accordance with ASC 330, Inventory, the Company recognized a liability related to the net losses expected from the purchase of these minimum commitments.

The Company presents the current portion of the firm purchase commitment liability within accrued expenses and other current liabilities and the non-current portion within other non-current liabilities on the consolidated balance sheets.

The Company presents the current portion of the firm purchase commitment liability within Accrued expenses and other current liabilities and the non-current portion within Other non-current liabilities, net of current portion on the Consolidated Balance Sheets.

The Company subsequently adjusts the liability for any changes to the losses expected to be incurred.

The Company presents changes to the liability within other expenses.

The Company presents changes to the liability within Other expense within the Consolidated Statements of Operations and Comprehensive Loss.

2.3.8 Notes to the Consolidated Statements of Cash Flows

4 unchanged sentences

Exchange differences, if any, affecting cash and cash equivalents are shown separately in the Consolidated Statements of Cash Flows.

Interest paid and received, and income taxes are included in net cash (used in) / provided by operating activities.

Interest paid and received, and income taxes are included in net cash used in operating activities.

2.3.9 Segment information

3 unchanged sentences

The Company follows the provisions of ASC 260 , Earnings Per Share .

In accordance with these provisions, net loss per ordinary share is calculated by dividing net (loss) / income by the weighted average number of ordinary shares outstanding during the period.

In accordance with these provisions, net loss per ordinary share is calculated by dividing net loss by the weighted average number of ordinary shares outstanding during the period.

Diluted net loss per ordinary share reflects the dilution that would occur if share options or warrants to issue ordinary shares were exercised, performance or restricted share units were distributed, or shares under the employee share purchase plan were issued.

14 unchanged sentences

Acquired research and development

As part of the acquisition of uniQure France SAS in 2021 the Company recorded an In-process research and development intangible asset related to the AMT-260 program (“IPR&D Intangible Asset”).

As part of the uniQure France Acquisition, the Company recorded an In-process research and development intangible asset related to the AMT-260 program (the “IPR&D Intangible Asset”).

The IPR&D Intangible Asset is considered to be indefinite-lived until the completion or abandonment of the associated research and development efforts and is not amortized.

2 unchanged sentences

In case of abandonment, the IPR&D Intangible Asset will be written off.

In accordance with ASC 350, Intangibles – Goodwill and Other , the Company tests indefinite-lived intangible assets for impairment on an annual basis and between annual tests if the Company becomes aware of any events occurring or changes in circumstances that would indicate the fair value of the IPR&D Intangible Asset is below its carrying amount.

In accordance with ASC 350, Intangibles – Goodwill and Other , the Company tests indefinite-lived intangible assets for impairment on an annual basis, and between annual tests, if the Company becomes aware of any events occurring or changes in circumstances that would indicate that the fair value of the IPR&D Intangible Asset is below its carrying amount.

2.3.13 Investment securities

5 unchanged sentences

Investment securities with original maturities of 90 days or less when purchased are presented within cash and cash equivalents (December 31, 2025:

$ 15.3 million, December 31, 2023:

nil , December 31, 2024:

$ 15.3 million).

A decline in the market value of any investment security below cost that is deemed to be other than temporary, results in a reduction in the carrying amount to fair value.

5 unchanged sentences

Accounts receivables include amounts due from services provided to CSL Behring as well as unconditional rights to consideration from CSL Behring.

2.3.14 Inventories

The Company started producing commercial materials in April 2022 to supply CSL Behring in accordance with a June 2020 Development and Commercial Supply Agreement between the Company and CSL Behring.

From this date until the Closing of the Lexington Transaction in July 2024, the Company presented the costs associated with the aforementioned activities as cost of contract manufacturing.

Per ASC 330 , Inventory , inventory is stated at the lower of cost or estimated net realizable value, on a first-in, first-out basis.

The Company capitalized raw materials to the extent these were used in contract manufacturing for CSL Behring.

The Company used standard costs, approximating average costs to determine its cost basis for work in progress and finished goods.

The Company’s assessment of recoverability value required the use of estimates regarding the net realizable value of its inventory balances, including an assessment of excess or obsolete inventory.

As applicable, write-downs resulting from adjustments to net realizable value were recorded to cost of contract manufacturing.

2.3.15 Prepaid expenses

2 unchanged sentences

2.3.16 Other (non-) current assets

Deposits paid are either presented as other current assets or as other non-current assets based on duration of the underlying contractual arrangement.

Deposits paid are either presented as Other current assets and receivables or as Other non-current assets based on the duration of the underlying contractual arrangement.

Deposits are classified as restricted cash and primarily relate to facility leases.

6 unchanged sentences

Maintenance and repairs that do not improve or extend the lives of the respective assets are expensed as incurred.

Upon disposal, the related cost and accumulated depreciation is removed from the accounts and any resulting gain or loss on the transaction is recognized in the consolidated statements of operations and comprehensive loss.

Upon disposal, the related cost and accumulated depreciation is removed from the accounts and any resulting gain or loss on the transaction is recognized within the Consolidated Statements of Operations and Comprehensive Loss.

Depreciation is calculated using the straight-line method over the estimated useful lives of the assets (or in the case of leasehold improvements a shorter lease term), which are as follows:

12 unchanged sentences

2.3.19 Accounts payable and accrued expenses

Accounts payables are invoiced amounts related to obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers.

Accounts payables are recognized at the amounts invoiced by suppliers.

Accounts payable comprise invoiced amounts related to obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers.

Accounts payable are recognized at the amounts invoiced by suppliers.

Accrued expenses are recognized for goods or services that have been acquired in the ordinary course of business.

2 unchanged sentences

Long-term debt is initially recognized at cost and presented net of original issue discount or premium and debt issuance costs on the Consolidated Balance Sheets.

Amortization of debt discount and debt issuance costs is recognized as interest expense in profit and loss over the period of the debt, using the effective interest rate method.

Amortization of debt discount and debt issuance costs is recognized as interest expense within the Consolidated Statements of Operations and Comprehensive Loss over the period of the debt, using the effective interest rate method.

2.3.21 Pensions and other post-retirement benefit plans

3 unchanged sentences

Prepaid contributions are recognized as an asset to the extent that a cash refund or a reduction in the future payments is available.

The Company maintains a qualified 401(k) Plan for all employees located in the United States.

The Company maintains a qualified 401(k) Plan for all employees located in the U.S.

The 401(k) Plan offers both a pre-tax and post-tax (Roth) component.

Employees may contribute up to the IRS statutory limit each calendar year.

Employees may contribute up to the U.S.

Internal Revenue Service (“IRS”) statutory limit each calendar year.

The Company matches $ 0.50 for every $ 1.00 contributed to the plan by participants, up to 6 % of base compensation.

2 unchanged sentences

Expenses under the defined contribution plans were $ 1.8 million, $ 2.7 million and $ 3.6 million for the years ended December 31, 2025, 2024 and 2023, respectively.

The Company maintains a defined benefit plan for its Swiss employees, including retirement benefit plans required by applicable local law.

The Company accounts for pension assets and liabilities in accordance with ASC 715, Compensation - Retirement Benefits , which requires the recognition of the funded status of pension plans in the Company’s consolidated balance sheet.

The liability in respect to defined benefit pension plan is the projected benefit obligation calculated annually by independent actuaries using the projected unit credit method.

The projected benefit obligations as of December 31, 2024 and December 31, 2023 represents the actuarial present value of the estimated future payments required to settle the obligation that is attributable to employee services rendered before that date.

The Company maintains a defined benefit plan for its Switzerland-based employees, including retirement benefit plans required by applicable local law.

The liability in respect to the defined benefit pension plan is the projected benefit obligation calculated annually by independent actuaries using the projected unit credit method.

The projected benefit obligations as of December 31, 2025 and December 31, 2024 represent the actuarial present value of the estimated future payments required to settle the obligation that is attributable to employee services rendered before that date.

Service cost is reported in research and development and general and administrative expenses.

All other components of net period costs are reported in interest expense in the consolidated statement of operations and comprehensive loss.

All other components of net period costs are reported in interest expense within the Consolidated Statement of Operations and Comprehensive Loss.

Plan assets are recorded at their fair value.

Gains or losses arising from plan curtailments or settlements are accounted for at the time they occur.

Actuarial gains and losses arising from differences between the actual and the expected return on plan assets are recognized in accumulated other comprehensive income (loss).

Actuarial gains and losses arising from differences between the actual and the expected return on plan assets are recognized in Accumulated other comprehensive loss.

2.3.22 Share-based compensation

The Company accounts for its share-based compensation awards in accordance with ASC 718 , Compensation-Stock Compensation.

All the Company’s share-based compensation plans for employees are equity-classified.

ASC 718 requires all share-based compensation to employees, including grants of employee options, restricted share units, performance share units and modifications to existing instruments, to be recognized in the consolidated statements of operations and comprehensive loss based on their grant-date fair values, net of an estimated forfeiture rate, over the requisite service period.

All of the Company’s share-based compensation plans for employees are equity-classified.

ASC 718 requires all share-based compensation to employees, including grants of employee options, restricted share units, performance share units and modifications to existing instruments, to be recognized within the Consolidated Statements of Operations and Comprehensive Loss, based on their grant-date fair values, net of an estimated forfeiture rate, over the requisite service period.

Forfeitures of employee options are recognized as they occur.

Compensation expense related to Performance Share Units is recognized when the Company considers achievement of the milestones to be probable.

The requirements of ASC 718 are also applied to nonemployee share-based payment transactions except for specific guidance on certain inputs to an option-pricing model and the attribution of cost.

Compensation expense related to Performance Share Units is recognized when the Company considers achievement of the associated milestones to be probable.

The requirements of ASC 718 are also applied to non-employee share-based payment transactions except for specific guidance on certain inputs to an option-pricing model and the attribution of cost.

The Company uses a Hull & White option model to determine the fair value of option awards.

2 unchanged sentences

2.3.23 Revenue recognition

The Company primarily generates revenue from its commercialization and license agreement with CSL Behring.

The Company generated revenue from services provided to Bristol-Myers Squibb (“BMS”) until February 21, 2023.

The Company primarily generates revenue from its commercialization and license agreement with CSL Behring (the “CSL Behring Agreement”).

License revenue

In June 2020 the Company entered into a commercialization and license agreement pursuant to which CSL Behring received exclusive global rights to HEMGENIX® which became fully effective in May 2021.

In June 2020 the Company entered into the CSL Behring Agreement pursuant to which CSL Behring received the exclusive global rights to HEMGENIX, which became fully effective in May 2021.

The Company concluded that CSL Behring is a customer in accordance with ASC 606 , Revenue from Contracts with Customers.

3 unchanged sentences

ii) Sales milestone payments and royalties

The Company recognizes license revenue in relation to the regulatory and sales milestone payments when it becomes probable that these be achieved as well as when royalties on sales of HEMGENIX® have been earned.

Refer to Note 18 “ Collaboration arrangements and concentration of credit risk ” for further detail.

The Company recognizes license revenue in relation to the regulatory and sales milestone payments when it becomes probable that these will be achieved, and when royalties on sales of HEMGENIX have been earned.

Refer to Note 17 “ Collaboration arrangements and concentration of credit risk ” for further information.

Contract manufacturing revenue

The Company between April 2022 and July 2024 contract manufactured HEMGENIX® for CSL Behring in accordance with a June 2020 Development and Commercial Supply Agreement between the Company and CSL Behring.

In the period between April 2022 and July 2024, the Company manufactured HEMGENIX for CSL Behring in accordance with a June 2020 Development and Commercial Supply Agreement between the Company and CSL Behring.

Following the Closing of the Lexington Transaction in July 2024, title to HEMGENIX drug product supply directly passes from the contract manufacturer, Genezen, to CSL Behring.

1 unchanged sentence

The Company arranges for HEMGENIX to be provided by Genezen to CSL Behring.

The Company determined that it is an agent in the sale of HEMGENIX® to CSL Behring with related accounts receivable presented in other receivables in the consolidated balance sheets.

The Company recognized contract manufacturing revenue when ownership transferred to CSL Behring.

The Company determined that it is an agent in the sale of HEMGENIX to CSL Behring with related accounts receivable presented in Other current assets and receivables in the Consolidated Balance Sheets.

The Company recognizes contract manufacturing revenue when ownership transferred to CSL Behring.

Corresponding costs related to the purchase of HEMGENIX from Genezen, net of income from the sales of HEMGENIX to CSL Behring, as well as income related to the release of liabilities associated with expected net losses, in Other expense within the Company’s Consolidated Statements of Operations and Comprehensive Loss.

Collaboration revenue

2 unchanged sentences

The Company receives certain government and regional grants, which support its research efforts in defined projects, and include contributions towards the cost of research and development.

These grants generally provide for reimbursement of approved costs incurred as defined in the respective grants and are deferred and recognized in the statements of operations and comprehensive loss over the period necessary to match them with the costs they are intended to compensate, when it is probable that the Company has complied with any conditions attached to the grant and will receive the reimbursement.

These grants generally provide for reimbursement of approved costs incurred as defined in the respective grants and are deferred and recognized within the Consolidated Statements of Operations and Comprehensive Loss over the period necessary to match them with the costs they are intended to compensate, when it is probable that the Company has complied with any conditions attached to the grant and will receive the reimbursement.

2.3.25 Research and development expenses

Research and development costs are expensed as incurred.

Research and development expenses generally consist of laboratory research, clinical trials, statistical analysis, and report writing, regulatory compliance costs incurred with clinical research organizations and other third-party vendors (including post-approval commitments to conduct consistency and comparability studies).

In addition, research and development expenses consisted of start-up and validation costs related to the Company’s Lexington facility and the development and improvement of the Company’s manufacturing processes and methods.

Furthermore, research and development costs include costs of materials and costs of intangible assets purchased from others for use in research and development activities.

The costs of intangibles that are purchased from others for a particular research and development project and that have no alternative future uses (in other research and development projects or otherwise) are expensed as research and development costs at the time the costs are incurred or at the time when no alternative future use is identified.

Research and development expenses generally consist of laboratory research, clinical trials, statistical analysis, report writing, and regulatory compliance costs incurred with clinical research organizations and other third-party vendors (including post-approval commitments to conduct consistency and comparability studies).

In addition, research and development costs include costs of materials and costs of intangible assets purchased from others for use in research and development activities.

The costs of intangibles that are purchased from others for a particular research and development project and that have no alternative future use (in other research and development projects, or otherwise) are expensed as research and development costs at the time the costs are incurred or when it is identified that they have no alternative future use.

2.3.26 Income taxes

Income taxes are recorded in accordance with ASC 740 , Income Taxes , which provides for deferred taxes using an asset and liability approach.

The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns.

Deferred tax assets and liabilities are determined based on the difference between the financial statement carrying amount and the tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.

Valuation allowances are provided, if based upon the weight of available evidence, it is more-likely-than-not that some or all the deferred tax assets will not be realized.

The benefits of tax positions are recognized only if those positions are more likely than not, based on the technical merits, to be sustained upon examination.

The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns.

Deferred tax assets and liabilities are determined based on the difference between the consolidated financial statement carrying amount and the tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.

Valuation allowances are provided, if based upon the weight of available evidence, it is more-likely-than-not that some or all of the deferred tax assets will not be realized.

The benefits of tax positions are recognized only if those positions are more likely than not, based on their technical merits, to be sustained upon examination.

Recognized tax positions are measured at the largest amount of tax benefit that is greater than 50 percent likely of being realized upon settlement.

1 unchanged sentence

As of December 31, 2025, and 2024, the Company did not have any significant unrecognized tax benefits.

In accordance with ASC 740, Income Taxes , the Company has made an election to classify interest associated with income tax payments to tax authorities as interest expense.

2.3.27 Royalty Financing Agreement

In May 2023, uniQure biopharma B.V.

(“uniQure biopharma”), a wholly-owned subsidiary of the Company entered into an agreement (the “Royalty Financing Agreement”) with the HemB SPV, L.P.

(“uniQure biopharma”), a wholly-owned subsidiary of the Company, entered into an agreement (the “Royalty Financing Agreement”) with HemB SPV, L.P.

(the “Purchaser”) to sell certain current and future royalties due to uniQure biopharma from CSL Behring under the CSL Behring Agreement by and between uniQure biopharma and CSL Behring from the net sales of HEMGENIX.

3 unchanged sentences

The Company subsequently records the debt at amortized cost and determines the effective interest rate based on its projection of contractual cash flows.

Interest expense (presented as “Interest Expense” in the consolidated statements of operations and comprehensive (loss) / income) is recorded over the projected repayment period using the effective interest method.

Interest expenses are presented as Interest expense within the Consolidated Statements of Operations and Comprehensive Loss, and are recorded over the projected repayment period using the effective interest method.

The Company periodically assesses and adjusts the effective interest rate to reflect changes in projected cash flows.

The Company prospectively applies the adjusted effective interest rate following the date of change.

In accordance with topic ASC 835, Interest , debt issuance costs incurred in relation to the Royalty Financing Agreement are presented as a reduction of carrying amount of the debt.

In accordance with topic ASC 835, Interest , debt issuance costs incurred in relation to the Royalty Financing Agreement are presented as a reduction of the carrying amount of the debt.

Debt issuance cost is amortized together with the interest expense recorded.

Interest expense, net of interest paid is presented as an adjustment to reconcile net loss to net cash used in operating activities in the consolidated statement of cash flows.

Interest expense, net of interest paid is presented as an adjustment to reconcile net loss to net cash used in operating activities within the Consolidated Statement of Cash Flows.

2.3.28 Restructuring expenses

1 unchanged sentence

The Company records one-time termination benefits in accordance with ASC 420, Exit or Disposal Cost Obligations .

One-time termination benefits are expensed at the date the Company notifies the employee, unless the employee must provide future service, in which case the benefits are expensed ratably over the future service period.

One-time termination benefits are expensed as of the date the Company notifies the employee, unless the employee must provide future service, in which case the benefits are expensed ratably over the future service period.

The Company recorded restructuring charges in accordance with ASC 712, Compensation—Nonretirement Postemployment Benefits when the terms offered were substantially similar to the terms recently offered.

2 unchanged sentences

The liability is adjusted periodically to reflect changes in estimates, and related costs are recognized in the period incurred.

Other costs relate to the impairment of the Company’s research and development laboratory in Lexington that was closed as a result of an October 2023 reorganization.

Other costs relate to the impairment of the Company’s research and development laboratory in Lexington which closed as a result of an October 2023 reorganization.

The Company recognized an impairment loss of the right-of-use asset and corresponding leasehold improvements in accordance with ASC 360 , Property, Plant and Equipment .

2.3.29 Recently Adopted Accounting Pronouncements

In the year ended December 31, 2024, the Company adopted Accounting Standards Update (ASU) 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures (“ASU 2023-07”).

This update requires the Company to disclose segment expenses that are significant and regularly provided to the Company’s chief operating decision maker (“CODM”).

In addition, ASU 2023-07 requires the Company to disclose the title and position of its CODM and how the CODM uses segment profit or loss information in assessing segment performance and deciding how to allocate resources.

The adoption of this update did not have a material impact on the Company’s financial position or results of operations but resulted in expanded disclosures in the segment reporting section of the consolidated financial statements.

The Company adopted ASU 2023-07 using a retrospective transition method.

In the year ended December 31, 2025, the Company adopted ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures .

This update requires enhanced disaggregation and transparency of income tax disclosures, including expanded rate reconciliation and cash tax information.

The adoption of ASU 2023-09 resulted in additional income tax disclosures included in this Annual Report on Form 10-K and did not have a material impact on the Company’s consolidated financial statements

In November 2024, the SEC adopted final rules under Release No.

33-11275, Disaggregation of Income Statement Expenses (ASU 2024-03) .

The rules require registrants to provide enhanced disclosures regarding the disaggregation of certain operating expense categories.

The new disclosures are required on an annual basis for fiscal years beginning after December 15, 2026 for large accelerated filers, and interim period disclosures are required beginning in the first quarterly report for the year after adoption.

Early adoption is permitted.

The Company is currently evaluating the impact of the final rules.

There are no other recently issued accounting pronouncements pending adoption that are applicable or expected to have a material impact on the Company.

Divestiture of commercial manufacturing activities

Description of transaction

On June 29, 2024, affiliates of the Company agreed with Genezen to sell the Company’s commercial manufacturing activities located in Lexington, MA.

1 unchanged sentence

Genezen extended offers of employment to a significant majority of the Company’s employees located at the Lexington facility (the “Lexington Facility”), with the remaining employees terminated effective August 30, 2024.

and uniQure B.V., both wholly owned subsidiaries of the Company, entered into an APA with Genezen on June 29, 2024.

and uniQure biopharma, both wholly owned subsidiaries of the Company, entered into an Asset Purchase Agreement (“APA”) with Genezen on June 29, 2024.

Pursuant to the APA, Genezen agreed to acquire the manufacturing facility including equipment and related manufacturing operations with a carrying value of $ 15.2 million, inventory with a carrying value of $ 8.8 million and certain other assets (including allocated goodwill) with a carrying value of $ 2.8 million associated with the Lexington Facility on Closing.

2 unchanged sentences

The Company also included a firm purchase commitment liability for its customer contract with CSL Behring, inherently related to the right to purchase HEMGENIX in the consideration received.

The Company recorded the Series C preferred stock in Genezen Holdings Inc.

issued to the Company at Closing at its fair market value of $ 12.5 million.

The Series C preferred stock had a carrying value of $ 11.8 million as of December 31, 2024.

The convertible promissory note was recognized at its fair value of $ 13.3 million at Closing.

The convertible promissory note had a balance of $ 13.7 million as of December 31, 2024.

During the year ended December 31, 2024, the Company recognized $ 0.4 million of interest income.

As of December 31, 2024, the Company has not recorded an allowance for credit losses related to the convertible promissory note.

uniQure Inc., Genezen and the landlord of the Lexington Facility entered into an agreement for uniQure to assign and Genezen to assume the existing lease agreement between uniQure and the landlord at Closing.

The Company also amended its original July 2013 guarantee to continue guaranteeing rental payments owed by Genezen until the end of the current term on May 31, 2029.

In the event of Genezen’s default related to rental payments owed to the landlord, uniQure is entitled to terminate the assignment agreement and step into the original lease agreement.

On Closing, the Company de-recognized its right of use asset with a carrying amount of $ 11.8 million and related lease liability for the facility of $ 17.7 million.

Refer to Note 2.3.7 “ Divestiture of commercial manufacturing activities ” and Note 4 “ Other investments ”.

uniQure Inc., Genezen and the landlord of the Lexington Facility entered into an agreement for uniQure Inc.

to assign and Genezen to assume the existing lease agreement between uniQure Inc.

and the landlord at Closing.

The Company also amended its original July 2013 guarantee to continue guaranteeing rental payments owed by Genezen through to the end of the current lease term in May 2029, under which, as of December 31, 2025, the Company remained obligated for lease payments of $ 16.3 million.

In the event of Genezen’s default related to rental payments owed to the landlord, uniQure Inc.

is entitled to terminate the assignment agreement and step into the original lease agreement.

On Closing, the Company derecognized its right of use asset with a carrying amount of $ 11.8 million and related lease liability for the facility of $ 17.7 million.

Following the Closing, $ 1.7 million of deposits were released and reclassified from restricted cash into cash.

At Closing, uniQure Inc.

entered into a CSA with Genezen.

entered into the CSA with Genezen.

Pursuant to the terms of the CSA, the parties agreed to subcontract the manufacturing of HEMGENIX to Genezen.

3 unchanged sentences

The intangible asset will be amortized on a straight-line basis over a three-year term, commencing at Closing.

Amortization expense of $ 2.5 million (presented within Other expense in the Consolidated Statement of Operations and Comprehensive Loss) was recorded during the year ended December 31, 2024.

Amortization expense of $ 5.6 million and $ 2.5 million (presented within Other expense within the Consolidated Statement of Operations and Comprehensive Loss) was recorded during the years ended December 31, 2025 and December 31, 2024, respectively.

The Company’s obligations with respect to the supply of HEMGENIX to CSL Behring pursuant to the Development and Commercial Supply Agreement between uniQure biopharma and CSL Behring Inc (the “DCSA”) remain in effect notwithstanding the subcontracting to Genezen.

The Company expects to resell HEMGENIX® material purchased from Genezen via its minimum commitments to CSL Behring at a loss.

The Company expects to resell HEMGENIX material purchased from Genezen through its minimum commitments to CSL Behring at a loss.

In accordance with ASC 330 Inventory , the Company, at Closing, recognized a liability of $ 8.8 million related to the net losses expected from the purchase of these minimum commitments.

The liability was accounted for as a reduction of the consideration received.

As of December 31, 2024, the Company classified $ 1.6 million of the liability as Accrued expenses and other current liabilities and $ 4.8 million within Other non-current liabilities in the Consolidated Balance Sheets.

As of December 31, 2025, the Company classified $ 5.1 million (December 31, 2024:

$ 1.6 million) of the liability as Accrued expenses and other current liabilities and $ 0.9 million (December 31, 2024:

$ 4.8 million) within Other non-current liabilities, net of current portion within the Consolidated Balance Sheets.

The Lexington Transaction was accounted for as a divestment of the Company’s commercial manufacturing activities.

The total net consideration received of $ 25.4 million, less costs associated with the sale of $ 3.3 million, exceeded the $ 20.9 million fair market value of the net assets transferred (including allocated goodwill) by $ 1.2 million.

The excess over the fair market value was recognized as a net gain in Other income in the Consolidated Statement of Operations and Comprehensive Loss.

The excess over the fair market value was recognized as a net gain in Other income within the Consolidated Statement of Operations and Comprehensive Loss.

At Closing, the Company paid a total of $ 8.3 million to Genezen and CSL related to adjustments of working capital and to obtain consent to proceed with the divestiture.

2 unchanged sentences

The DMSA has a minimum term of three years and requires the Company to purchase services for a total minimum of $ 14.0 million.

Restructuring

In 2024, as part of the Lexington Transaction, the Company terminated certain employees that did not transfer to Genezen.

The Company incurred $ 1.4 million of expenses related to termination benefits offered to these employees, which were recorded as Research and Development Expense and Selling, General and Administrative Expense during the year ended December 31, 2024.

On August 1, 2024, the Company announced a global organizational restructuring.

As a result, the Company recorded $ 3.8 million of severance and other personnel-related expenses during the year ended December 31, 2024.

On October 5, 2023, the Company announced a reorganization plan.

As a result, the Company recorded $ 2.5 million of severance and other personnel related expenses for the impacted employees.

A summary of the restructuring charges for the years ended December 31, 2024 and December 31, 2023 are as follows:

Year ended December 31,

Severance and other personnel costs

(in thousands)

Research and development

Selling, general and administrative

A summary of the changes in the severance and other personnel liabilities, included within accrued expenses and other current liabilities on the consolidated balance sheets, related to the workforce reduction is as follows:

(in thousands)

Amount of liability at beginning of period

Severance and other personnel costs

Cash payments during the period

Amount of liability at end of period

As of December 31, 2025, the remaining minimum purchase commitments amount to $ 7.3 million.

Other investments

Convertible promissory note

The Company holds an investment in a convertible promissory note with a nominal amount of $ 12.5 million, bearing interest at 8.0 % per annum, for which Genezen is the counterparty.

Refer to Note 3 “ Divestiture of commercial manufacturing activities” .

The convertible promissory note was issued in July 2024 and matures in October 2029.

The convertible promissory note had a balance of $ 14.6 million as of December 31, 2025 (December 31, 2024:

$ 13.7 million) and is presented within Other investments in the Company’s Consolidated Balance Sheets.

In the years ended December 31, 2025 and 2024, the Company recognized $ 1.0 million and $ 0.4 million of interest income, respectively, compared to nil in 2023.

As of December 31, 2025, the Company has not recorded an allowance for credit losses related to the convertible promissory note.

Investments valued under measurement alternative

The Company holds investments in non-publicly traded equity securities without readily determinable fair values.

These investments are accounted for at cost, less impairment and adjusted to fair value if there are observable price changes in orderly transactions for identical or similar investments using the measurement alternative in accordance with ASC 321, Investments – Equity Securities .

The carrying value of these investments as of December 31, 2025 and December 31, 2024 was $ 15.6 million and $ 13.8 million, respectively, and are presented within Other Investments in the Company’s Consolidated Balance Sheets.

The Company did not recognize any gains, losses, or impairments relating to investments carried under the measurement alternative in the years ended December 31, 2025, 2024 and 2023.

Investment securities

The following table summarizes the Company’s investments into government debt securities as of December 31, 2024 and 2023:

The following table summarizes the Company’s investments in government debt securities as of December 31, 2025 and 2024:

At December 31, 2025

15 unchanged sentences

The Company invests in short-term U.S.

and European government debt securities with the highest investment credit rating.

and European government debt securities with high investment credit ratings.

and European government bonds are U.S.

dollar and euro denominated, respectively.

Expected credit losses on government debt securities are assessed based on their credit quality and historical default experience.

As of December 31, 2025, no expected credit loss was identified with respect to the investment securities.

Investment securities with original maturities of 90 days or less when purchased are presented within cash and cash equivalents and measured at amortized cost (December 31, 2025:

$ 15.3 million, December 31, 2023:

nil , December 31, 2024:

$ 15.3 million).

Inputs to the fair value of the investments are considered Level 2 inputs.

The following table summarizes the inventories, net balances as of December 31, 2024 and December 31, 2023:

(in thousands)

Raw materials

Work in progress

Finished goods

The Company recorded write downs to net realizable value of $ 6.3 million and $ 1.6 million for the years ended December 31, 2024 and December 31, 2023.

The costs were recognized as Cost of Contract Manufacturing Revenues.

At December 31, 2023, the Company recorded an allowance for inventory of $ 1.6 million.

The Company sold its inventories as part of the Lexington Transaction (refer to Note 3 “Divestiture of commercial manufacturing activities” and Note 4 “Restructuring” ).

Fair value measurement

3 unchanged sentences

Cash and cash equivalents and restricted cash are measured at fair value using Level 1 inputs.

Restricted cash is included within “Other non-current assets” within the consolidated balance sheets.

Restricted cash is included in Other non-current assets within the Consolidated Balance Sheets.

Investment securities are measured at amortized cost.

The following table sets forth the balances and changes in fair values of liabilities that are measured at fair value using Level 3 inputs:

Contingent consideration

The Company is required to pay up to EUR 143.1 million ($ 168.1 million at the December 31, 2025 foreign exchange rate) to the former shareholders of uniQure France upon the achievement of the remaining contractually defined milestones in connection with the uniQure France Acquisition.

The fair value of the contingent consideration liability related to the uniQure France Acquisition as of December 31, 2025 was $ 18.7 million (December 31, 2024:

$ 10.9 million) using a discount rate of 11.8 % (December 31, 2024:

15.3 % to 16.2 %).

In December 2024, a milestone payment of EUR 30.0 million ($ 31.5 million) was paid, of which EUR 26.8 million ($ 28.2 million) related to contingent consideration.

No milestones were achieved or paid during the year ended December 31, 2025.

The following table sets forth the balances and changes in fair values of the contingent consideration liability, which is measured at fair value using Level 3 inputs:

consideration

1 unchanged sentence

Balance at December 31, 2022

Net losses / (gains) recognized in profit or loss

Changes in fair value of contingent consideration

Contingent consideration milestone payments

Currency translation effects

Balance at December 31, 2023

Net losses recognized in profit or loss

Contingent consideration milestone payment

Changes in fair value of contingent consideration

Contingent consideration milestone payments

Currency translation effects

Balance at December 31, 2024

Net (gain) recognized in profit or loss

Contingent consideration milestone payment

Changes in fair value of contingent consideration

Currency translation effects

Balance at December 31, 2025

Contingent consideration

The Company is required to pay up to EUR 143.1 million ($ 148.6 million at the December 31, 2024 foreign exchange rate) to the former shareholders of uniQure France SAS (formerly Corlieve Therapeutics SAS) upon the achievement of the remaining contractually defined milestones in connection with the Company’s acquisition of uniQure France in 2021 .

The fair value of the contingent consideration liability related to this acquisition as of December 31, 2024 was $ 10.9 million (December 31, 2023:

$ 43.0 million) using discount rates of approximately 15.3 % to 16.2 % (December 31, 2023:

15.3 % to 15.6 %).

Following the clearance of an Investigational New Drug (“IND”) application for AMT-260 in August 2023, the Company had increased the probability of achieving a EUR 30.0 million ($ 33.1 million) milestone payment following the dosing of the first patient in Phase I/II clinical trial from 66.0 % to 100.0 %.

This also resulted in an increase of the probability that AMT-260 may advance to late-stage development and commercialization.

In December 2024, a milestone payment of EUR 30.0 million ($ 31.5 million) was paid, of which EUR 26.8 million ($ 28.2 million) related to contingent consideration.

In September 2023, a milestone payment of EUR 10.0 million ($ 10.6 million) was paid, of which EUR 8.9 million ($ 9.6 million) related to contingent consideration.

If, as of December 31, 2025, the Company had assumed a 100 % likelihood of AMT-260 advancing into a Phase III clinical study, then the fair value of the contingent consideration would have increased to EUR 51.4 million ($ 60.4 million).

If, as of December 31, 2025 the Company had assumed that it would discontinue development of the AMT-260 program, then the contingent consideration would have been released to income.

As of December 31, 2024, the Company classified no ne of the total contingent consideration of $ 10.9 million as current liabilities.

As of December 31, 2025, the Company classified none of the total contingent consideration of $ 18.7 million as current liabilities.

The balance sheet classification between current and non-current liabilities is based upon the Company’s best estimate of the timing of settlement of the remaining relevant milestones.

Derivative financial instruments

Derivative financial instruments BMS

In December 2020, as part of the amended BMS CLA, the Company and BMS had agreed that upon the consummation of a change of control transaction of uniQure occurring prior to December 2026 or BMS’ delivery of a cessation notice (as contractually defined) the Company (or its third party acquirer) should have paid to BMS a one-time, non-refundable, non-creditable contractually defined payment (“CoC-payment”).

The amended BMS CLA was terminated on February 21, 2023.

The Company had previously determined that the CoC-payment should be recorded as a derivative financial liability upon initial recognition and that subsequent changes in the fair market value of this derivative financial liability should be recorded in profit and loss.

As a result of the derecognition of the derivative financial liability in the year ended December 31, 2022, the Company recorded a $ 2.8 million gain within “Other non-operating (losses) / gains”.

As of December 31, 2024, the Company recorded $ 0.4 million liabilities related to consideration for post-acquisition services, presented within Other non-current liabilities in connection with the Company’s acquisition of uniQure France SAS (December 31, 2023:

$ 0.5 million).

Liability related to pre-funded warrants

In September 2025, the Company completed a follow-on public offering which included the issuance of Pre-Funded Warrants to purchase 526,316 of the Company’s ordinary shares at the public offering price of $ 47.50 per ordinary share, less a $ 0.0001 per ordinary share exercise price for each Pre-Funded Warrant.

The obligation to issue ordinary shares upon the exercise of the Pre-Funded Warrants is classified as a liability related to pre-funded warrants.

The liability related to pre-funded warrants is accounted for at fair value in accordance with ASC 820, Fair Value Measurement , with the total gross proceeds received with respect to the Pre-Funded Warrants determined as reflective of the fair value of the obligation on the date of issuance.

Changes in the fair value of the liability related to pre-funded warrants are recognized within Other non-operating gains, net of issuance costs, within the Company’s Consolidated Statements of Operations and Comprehensive Loss.

The Pre-Funded Warrants are not exchange-quoted and are measured using a valuation technique whose significant inputs are observable;

therefore, the fair value measurement is classified within Level 2 of the fair value hierarchy.

During the year ended December 31, 2025 no warrants were exercised.

Liability related

to pre-funded

(in thousands)

Balance at December 31, 2024

Issuance of pre-funded warrants in connection with follow-on public offering

Unrealized change in fair value

Balance at December 31, 2025

Investment securities

3 unchanged sentences

Property, plant, and equipment, net

The following table presents the Company’s property, plant, and equipment as of December 31:

The following table presents the Company’s property, plant, and equipment as of December 31, 2025 and 2024, respectively:

(in thousands)

2 unchanged sentences

Office equipment

Construction-in-progress

Total property, plant, and equipment

2 unchanged sentences

Total depreciation expense was $ 9.1 million for the year ended December 31, 2025 (December 31, 2024:

$ 10.3 million, December 31, 2022:

$ 10.1 million).

Depreciation expense is allocated to research and development expenses and cost of contract manufacturing to the extent it related to the Company’s commercial manufacturing facility and equipment and laboratory equipment.

Depreciation expense is allocated to Research and development expense and Cost of contract manufacturing within the Consolidated Statement of Operations and Comprehensive Loss, to the extent it related to the Company’s commercial manufacturing facility and equipment and laboratory equipment.

All other depreciation expenses are allocated to Selling, general and administrative expense.

The Company sold property, plant and equipment with a carrying value of $ 15.2 million, including leasehold improvements with a carrying value of $ 6.4 million, laboratory and office equipment with a carrying value of $ 6.0 million as well as assets under construction with a carrying value of $ 2.8 million as part of the Lexington Transaction (refer to Note 3 “ Divestment of commercial manufacturing activities” ).

The following table summarizes property, plant, and equipment by geographic region.

During the year ended December 31, 2024, the Company sold property, plant and equipment with a carrying value of $ 15.2 million, including leasehold improvements with a carrying value of $ 6.4 million, laboratory and office equipment with a carrying value of $ 6.0 million, as well as assets under construction with a carrying value of $ 2.8 million as part of the Lexington Transaction (refer to Note 3 “ Divestment of commercial manufacturing activities” ).

The following table summarizes property, plant, and equipment balances by geographic region as of December 31, 2025 and 2024, respectively:

(in thousands)

Lexington, Massachusetts (United States of America)

Lexington, Massachusetts (U.S.)

Right-of-use asset and lease liabilities

The Company’s most significant leases relate to office and laboratory space under the following operating lease agreements:

Lexington, Massachusetts / United States

In July 2013, the Company entered into a lease for a facility in Lexington, Massachusetts, United States.

In November 2018, the term was expanded by five years to June 2029 and include an additional 30,655 square feet within the same facility and for the same term.

The Company in July 2024 assigned the leases to Genezen as part of its divestment of its commercial manufacturing activities and as a result de-recognized its right of use asset and related lease liability.

Refer to Note 3 “ Divestment of commercial manufacturing activities”.

In December 2021, the Company entered into a lease for an research and development facility in Lexington, Massachusetts, United States of approximately 13,501 square feet of space.

Lexington, Massachusetts / U.S.

In February 2022, the Company entered into a lease for an office facility in Lexington, Massachusetts, U.S.

of 12,716 square feet.

The lease commenced in December 2022 and is set for a non-cancellable period ending March 2030.

The lease is renewable for one five-year term.

In December 2021, the Company entered into a lease for a research and development facility in Lexington, Massachusetts, U.S.

of 13,501 square feet.

The lease commenced in May 2022 and is set for a non-cancellable period ending March 2029.

Following the Company’s announcement of a reorganization in 2023, the Company incurred costs amounting to $ 1.4 million for the year ended December 31, 2023, associated with the impairment of the right-of-use asset and its associated leasehold improvements’ carrying value that was determined not be recoverable as of the cease-use date in late 2023.

Commencing August 2024, the Company subleased this facility for the residual term.

The fixed lease payments to be received during the remaining term under the agreement to sub-lease amount to $ 3.2 million as of December 31, 2024.

In February 2022, the Company entered into a new lease for an additional facility in Lexington, Massachusetts, United States of approximately 12,716 square feet.

The lease commenced in November 2022 and is set for a non-cancellable period ending March 2030.

The lease is renewable for one five-year term.

The fixed lease payments to be received during the remaining term under the agreement to sublease amount to $ 2.5 million as of December 31, 2025.

Amsterdam / The Netherlands

4 unchanged sentences

The lease expires in October 2028.

As of December 31, 2024 the Company is sub-leasing two of the seven floors of its Amsterdam facility for a ten-year term ending on December 31, 2027 with an option for the sub-lessee to extend until December 31, 2031.

The sublessee has informed the Company during 2024 of its intention to terminate the sub-lease.

As of December 31, 2025 the Company is sub-leasing two of the seven floors of its Amsterdam facility for a ten-year term ending on December 31, 2027.

The fixed lease payments to be received during the remaining term under the agreement to sub-lease amount to EUR 1.9 million ($ 2.2 million) as of December 31, 2025.

Operating lease liabilities

The components of lease cost were as follows:

Year ended December 31,

The components of lease cost for the years ended December 31, 2025, 2024 and 2023, respectively, were as follows:

Years ended December 31,

(in thousands)

3 unchanged sentences

Total lease cost

The table below presents the lease-related assets and liabilities recorded on the Consolidated balance sheets.

The table below presents the lease-related assets and liabilities recorded in the Consolidated Balance Sheets, as of December 31, 2025 and 2024, respectively:

(in thousands)

6 unchanged sentences

The Company uses an incremental borrowing rate applicable to the lease asset.

The table below presents supplemental cash flow and non-cash information related to leases.

The table below presents supplemental cash flow and non-cash information related to leases for the years ended December 31, 2025, 2024 and 2023, respectively:

Year ended December 31,

2 unchanged sentences

Operating cash flows for operating leases

Right-of-use asset obtained in exchange for lease obligation

Operating lease

Undiscounted cash flows

The table below reconciles the undiscounted cash flows as of December 31, 2024, for each of the first five following years and the total of the remaining years to the operating lease liabilities recorded on the Consolidated balance sheet as of December 31, 2024.

The table below reconciles the undiscounted cash flows as of December 31, 2025, for each of the five following years and the total of the remaining years, to the operating lease liabilities recorded in the Consolidated Balance Sheet as of December 31, 2025.

Amsterdam (1)

8 unchanged sentences

Intangible assets, net and Goodwill

The following table presents the Company’s acquired licenses, intangible asset related to the favorable supply terms under the CSA and acquired IPR&D as of December 31:

At December 31, 2024

The following table presents the Company’s acquired licenses, intangible asset related to the favorable supply terms under the CSA and Acquired IPR&D Intangible Asset as of December 31, 2025 and 2024, respectively:

December 31, 2025

Gross Carrying Amount

6 unchanged sentences

Total intangible assets

At December 31, 2023

December 31, 2024

Gross Carrying Amount

2 unchanged sentences

Acquired licenses

Favorable supply terms under CSA

Total amortizable intangible assets

4 unchanged sentences

Acquired licenses

All acquired licenses are owned by uniQure biopharma B.V, a subsidiary of the Company.

The remaining weighted average life is 9.5 years as of December 31, 2024 (December 31, 2023 10.5 years).

All acquired licenses are owned by uniQure biopharma.

The remaining weighted average life is 8.5 years as of December 31, 2025 (December 31, 2024:

The amortization expense related to acquired licenses for the year ended December 31, 2025 was $ 0.1 million (December 31, 2024:

$ 0.1 million;

December 31, 2022:

$ 0.1 million and December 31, 2023:

$ 0.1 million).

Favorable supply terms under CSA

Favorable supply terms under the CSA

As part of the Lexington Transaction, the Company recognized an intangible asset related to its rights to purchase HEMGENIX at terms considered favorable to market terms.

1 unchanged sentence

The intangible asset is amortized on a straight line basis over a three-year period that commenced in July 2024.

The amortization expense related to the intangible asset for the year ended December 31, 2024 was $ 2.5 million (December 31, 2023 and 2022:

The amortization expense related to the intangible asset for the year ended December 31, 2025 was $ 5.6 million (December 31, 2024:

$ 2.5 million and December 31, 2023:

Acquired in-process research and development

The IPR&D Intangible Asset was recorded as part of the Company’s July 2021 acquisition of uniQure France SAS.

Refer to Note 2.3.11.

The goodwill was recorded as part of the Company’s July 2021 acquisition of uniQure France SAS.

Refer to Note 2.3.11.

The IPR&D Intangible Asset was recorded as part of the uniQure France Acquisition.

Refer to Note 2.3.12 “ Goodwill and acquired research and development intangible asset ”.

The goodwill was recorded as part of the uniQure France Acquisition.

Refer to Note 2.3.12 “ Goodwill and acquired research and development intangible asset ”.

Accrued expenses and other current liabilities

Accrued expenses and other current liabilities include the following items:

Accrued expenses and other current liabilities include the following items, as of December 31, 2025 and 2024, respectively:

(in thousands)

Personnel related accruals and liabilities

Accruals for goods received from and services provided by vendors-not yet billed

Personnel-related accruals and liabilities

Liability owed to the Purchaser pursuant to the Royalty Financing Agreement (refer to Note 12 " Royalty Financing Agreement ")

Current portion of firm purchase commitment liability (refer to Note 3 " Divestiture of commercial manufacturing activities ")

Liability owed to the Purchaser pursuant to the Royalty Financing Agreement

Other current liabilities

Long-term debt

On June 14, 2013, the Company entered into a venture debt loan facility with Hercules Capital, Inc.

(formerly known as Hercules Technology Growth Capital, Inc.) (“Hercules”).

The facility was amended and restated in 2014, 2016, 2018, January 2021, December 2021 (the “2021 Restated Facility”), and on May 12, 2023 (the “2023 Amended Facility”) and July 22, 2024 (the “2024 Amended Facility”).

On July 19, 2024, in connection with the Closing of the Lexington Transaction and the amendment of the 2023 Amended Facility, the Company prepaid $ 50.0 million of the $ 100.0 million of principal outstanding as well as $ 3.1 million in end-of-term fees.

The 2023 Amended Facility extended the maturity date and interest-only period from December 1, 2025 to January 5, 2027 (the “Maturity Date”).

(“Hercules”).

The facility has been amended at various times, including on July 22, 2024 (the “2024 Amended Facility”) and most recently on September 22, 2025 (the “2025 Amended Facility”), upon which date the amendment closed (the “Amendment Closing Date”).

On the Amendment Closing Date, the Company drew down $ 50.0 million of the 2025 Amended Facility to repay the $ 50.0 million then outstanding under the 2024 Amended Facility.

A facility charge of $ 0.2 million was incurred on the Amendment Closing Date.

The 2024 Amended Facility was due on January 7, 2027 and bore interest at a rate equal to the greater of (i) 7.95 % and (ii) 7.95 % plus the prime rate less 3.25 % per annum, reflecting a floating rate of 11.95 % at the Amendment Closing Date.

Pursuant to the 2025 Amended Facility, additional term loans of $ 125.0 million were made available.

The Company may draw down (i) an additional $ 100.0 million in two increments of at least $ 25.0 million, following the approval of a Biologics License Application (“BLA”) for AMT-130 prior to June 15, 2027, provided that confirmatory trials to the extent and in the manner required to support full approval (if applicable) remain ongoing or are being planned, and (ii) an additional $ 25.0 million in a single advance, subject to approval by Hercules.

Advances under the 2025 Amended Facility bear interest at a rate equal to the greater of (i) 9.45 % and (ii) the sum of the prime rate and 2.45 % , reflecting a floating rate of 9.45 % as per December 31, 2025.

The 2025 Amended Facility matures on October 1, 2030, upon which date the Company is required to repay the principal balance and any unpaid interest on advances received.

The interest-only period of the 2025 Amended Facility is effective through October 1, 2028.

The interest-only period will be extended to October 1, 2029 if the BLA for AMT-130 is approved prior to June 15, 2027.

The 2025 Amended Facility will be interest-only if certain commercial milestones are met prior to December 31, 2028.

The Company may prepay all or part of the outstanding principal together with a prepayment charge of 1.50 % if repayment occurs within the first 30 months following the Amendment Closing Date, and thereafter, with a prepayment charge of 0.75 %.

An end-of-term charge of 2.75 % of the aggregate principal outstanding is due if repaid within 18 months of the Amendment Closing Date, otherwise 5.50 % if repaid thereafter.

The total principal outstanding as of December 31, 2025 under the 2025 Amended Facility was $ 50.0 million.

The Company is required to repay the residual principal balance on the Maturity Date.

The interest rate is adjustable and is the greater of (i) 7.95 % and (ii) 7.95 % plus the prime rate less 3.25 % per annum.

Pursuant to the terms of the 2024 Amended Facility, the Company owes a back-end fee of $ 2.4 million on December 1, 2025 and a back-end fee of $ 0.6 million on the Maturity Date.

The amortized cost (including interest due presented as part of accrued expenses and other current liabilities) of the 2024 Amended Facility was $ 51.9 million as of December 31, 2024, compared to an amortized cost of $ 102.9 million as of December 31, 2023, and is recorded net of discount and debt issuance costs.

The foreign currency loss on the loan was $ 4.1 million in 2024 (2023:

gain of $ 3.0 million;

loss of $ 5.8 million).

The amortized cost, including interest due presented as part of Accrued expenses and other current liabilities, was $ 50.1 million as of December 31, 2025, compared to $ 51.9 million as of December 31, 2024, and is recorded net of discount and debt issuance costs.

The foreign currency gain on the loan facility for the year ended December 31, 2025 was $ 9.3 million, compared to a foreign currency loss of $ 4.1 million for the year ended December 31, 2024.

The fair value of the loan approximates its carrying amount.

2 unchanged sentences

(in millions)

Under the 2024 Amended Facility the Company must remain current in its periodic reporting requirements and is required to keep a minimum cash balance deposited in bank accounts in the United States, equivalent to the lesser of (i) 65 % of the outstanding balance of principal due or (ii) 100 % of worldwide cash and cash equivalents.

This restriction on cash and cash equivalents only relates to the location of the cash and cash equivalents, and such cash and cash equivalents can be used at the discretion of the Company.

Beginning on April 1, 2024, the Company is required to keep a minimum of unrestricted cash of at least 30 % of the loan amount outstanding.

In combination with other covenants, the 2024 Amended Facility restricts the Company’s ability to, among other things, incur future indebtedness and obtain additional debt financing, to make investments in securities or in other companies, to transfer assets, to perform certain corporate changes, to make loans to employees, officers, and directors, and to make dividend payments and other distributions to its shareholders.

The Company secured the facilities by directly or indirectly pledging its total assets of $ 556.5 million, less $ 4.1 million of cash and cash equivalents and other current assets held by the Company and $ 80.5 million of other current assets and investment held by uniQure France SAS as well as receivables sold to the Purchaser.

Under the 2024 Amended Facility, the occurrence of a material adverse effect, as defined therein, would entitle Hercules to declare all principal, interest and other amounts owed by the Company immediately due and payable.

As of December 31, 2024, the Company was in material compliance with all covenants and provisions.

The aggregate maturities of the loans, including $ 16.0 million of coupon interest payments and financing fees, for each of the 25 months after December 31, 2024, are as follows:

Under the 2025 Amended Facility, the Company must remain current in its periodic reporting requirements.

Unless the Company maintains a minimum market capitalization threshold of at least $ 1,200.0 million, the Company, beginning January 1, 2027, is required at all times to keep a minimum cash balance deposited in bank accounts in the U.S.

of at least the lesser of (i) 65 % of the outstanding balance of aggregate principal due, provided that such percentage will be reduced to 50 % upon the occurrence of the approval of a BLA for AMT-130 prior to June 15, 2027, and further reduced to 35 % upon the occurrence of the contractually defined commercial milestones or (ii) 100 % of worldwide cash and cash equivalents.

The 2025 Amended Facility also provides for a certain performance covenant related to AMT-130 net product revenue which would apply nine months past a potential BLA approval of AMT-130, unless the Company maintains a minimum market capitalization threshold of at least $ 1,200.0 million.

The 2025 Amended Facility restricts the Company’s ability, among other things, to incur future indebtedness and obtain additional debt financing, make investments in securities or in other companies, transfer assets, perform certain corporate changes, own or hold certain digital assets, make loans to employees, officers, and directors, and make dividend payments and other distributions to its shareholders.

The 2025 Amended Facility is secured by a direct or indirect pledge of the Company’s total assets of $ 824.9 million, less $ 35.5 million of cash and cash equivalents and other current assets held by the Company, and $ 88.8 million of other current assets and investments held by uniQure France SAS as well as receivables sold to HemB SPV, L.P.

as described in Note 12 “ Royalty Financing Agreement ”.

In accordance with the 2025 Amended Facility, the Company was in compliance with all applicable covenants as of December 31, 2025.

The aggregate maturities of the loan, including $ 21.9 million of coupon interest payments and financing fees, for each of the 58 months after December 31, 2025, are as follows:

(in thousands)

Royalty Financing Agreement

On May 12, 2023, the Company entered into the Royalty Financing Agreement with the Purchaser.

In May 2023, the Company entered into the Royalty Financing Agreement with the Purchaser.

Under the terms of the Royalty Financing Agreement, the Company received an upfront payment of $ 375.0 million in exchange for its rights to the lowest royalty tier on CSL Behring’s worldwide net sales of HEMGENIX for certain current and future royalties due to the Company.

5 unchanged sentences

Net proceeds from the Royalty Financing Agreement, after deducting professional and financial advisory fees related to the transaction of $ 4.9 million, were $ 370.1 million.

The Company initially recorded these net proceeds as “Liability from royalty financing agreement” at their fair market value on its balance sheet as of closing of the transaction on June 5, 2023.

The Company initially recorded these net proceeds as a Liability from royalty financing agreement at their fair market value on its Consolidated Balance Sheet as of closing of the transaction on June 5, 2023.

Following the initial recognition, the Company records the debt at amortized cost.

As of December 31, 2025 the Company expects to satisfy its commitment to the Purchaser prior to the Second Hard Cap Date.

The Company until December 2024 assumed that it would satisfy the commitments to the Purchaser prior to the First Hard Cap Date.

This change in assumption did not have a material impact on the amount of debt or interest expense recorded for the year ended December 31, 2024.

The Company will record the difference of $ 473.7 million between the total expected payments of $ 843.8 million to the Purchaser and the $ 370.1 million net proceeds as interest expense using the effective interest rate method.

The Company records the difference of $ 473.7 million between the total expected payments of $ 843.8 million to the Purchaser and the $ 370.1 million net proceeds as interest expense over the term using the effective interest rate method.

The Company determined the effective interest rate based on the projected cash flows up to the Second Hard Cap Date.

Based on the Company’s projections the effective interest rate is expected to be within a range of 12.0 % to 13.5 % per annum, which is consistent with the range that was used prior to the change in assumption in December 2024.

The Company would have recorded the following amounts:

As of December 31, 2025 the effective interest rate is expected to be within a range of 10.5 % to 12.0 % per annum, compared to a range of 12.0 % to 13.5 % per annum as of December 31, 2024.

The Company would have recorded the following amounts of interest expense if it had used the effective interest rate at the lower and upper end of this range:

Year ended December 31,

(in millions)

Interest expenses at effective interest rate of 12.0 % per annum

Interest recorded in the statement of operations and comprehensive loss and income

Interest expenses at effective interest rate of 13.5 % per annum

The Company prospectively updates the effective interest rate at each reporting date based on updated cash flow projections.

The liability was initially recognized at fair value and inputs were considered Level 3 inputs.

The following table presents the movement in the liability related to the Royalty Financing Agreement between the year ended December 31, 2024 and December 31, 2023:

Interest expense at effective interest rate of 10.5 % per annum for the year ended December 31, 2025, and 12.0 % per annum for the years ended December 31, 2024 and 2023.

Interest recorded in the Consolidated Statements of Operations and Comprehensive Loss

Interest expense at effective interest rate of 12.0 % per annum for the year ended December 31, 2025, and 13.5 % per annum for the years ended December 31, 2024 and 2023.

The Liability from royalty financing agreement was initially recognized at fair value and inputs were considered Level 3 inputs.

The following table presents the movement in the Liability from royalty financing agreement between the years ended December 31, 2023 and December 31, 2025:

Amount of liability

(in thousands)

Gross proceeds from royalty financing agreement on June 5, 2023

Debt issuance costs paid

Royalty payments to Purchaser

Balance as of December 31, 2023 (includes $ 1.4 million presented as "Accrued expenses and other current liabilities")

Royalty payments to the Purchaser

Interest expense for the period

Balance as of December 31, 2024 (includes $ 5.0 million presented as "Accrued expenses and other current liabilities")

Royalty payments to Purchaser

Royalty payments to the Purchaser

Interest expense for the period

1 unchanged sentence

Retirement benefits

Defined benefit pension plan

The Company operates a defined benefit pension plan for its Swiss employees (the “Swiss Plan”) in accordance with local regulations and practices.

The Company operates a defined benefit pension plan for its Switzerland-based employees (the “Swiss Plan”) in accordance with local regulations and practices.

The normal retirement age under the Swiss Plan is 65 years.

4 unchanged sentences

At time of retirement, the accumulated retirement credit can be converted into a life-long annuity or be paid-out as a lump-sum.

Participants are also permitted to withdraw a part of the accumulated termination benefit in special circumstances before reaching retirement age for example for payments related to obtain home ownership.

The Company initially recognized its net projected benefit obligation as of December 31, 2023 at a carrying amount of CHF 2.1 million ($ 2.6 million), presented within other non-current liabilities in the consolidated balance sheets.

A summary of the changes in the projected benefit obligation (“PBO”) and plan assets is presented below:

Participants are also permitted to withdraw a part of the accumulated termination benefit in special circumstances before reaching retirement age, for example for payments related to obtaining home ownership.

A summary of the changes in the projected benefit obligation and plan assets is presented below:

(in thousands)

1 unchanged sentence

Interest cost

Liabilities assumed from participants joining the plan

Contributions by the employees

Actuarial losses

Liabilities extinguished through participants leaving the plan

Liabilities assumed from participants joining and leaving the plan, net

Foreign currency exchange rate changes

5 unchanged sentences

Contributions by the employer

Assets contributed to the plan from participants joining the plan

Assets distributed to participants leaving the plan

Contributions by the employees

Assets contributed to the plan from participants joining and leaving the plan, net

Foreign currency exchange rate changes

Ending fair value of plan assets

Amounts recognized on the consolidated balance sheet, presented within other non-current liabilities, were as follows:

Amounts recognized within the Consolidated Balance Sheets, presented within Other non-current liabilities, were as follows:

(in thousands)

4 unchanged sentences

Accumulated benefit obligation as of December 31

Amounts recorded in accumulated other comprehensive (income) / loss:

Amounts recorded within Accumulated other comprehensive loss:

(in thousands)

7 unchanged sentences

Amortization of net loss

Gain/(loss) due to settlement

Net pension expense

7 unchanged sentences

Pension increase

Future benefits expected to be paid are as follows:

As of December 31, 2025, the expected future cash flows in respect of the Swiss Plan were as follows:

(in thousands)

3 unchanged sentences

The Company does not manage any assets internally.

The plan assets relate to assets being held by the Swiss pension foundations in which the Company's pension plan is set-up.

Plan assets represent assets held by the Swiss pension foundations in which the Company’s pension plan participates.

The allocation of plan assets is presented below:

The fair value of the plan assets is determined based on Level 2 inputs.

Shareholders’ (deficit) / equity

As of December 31, 2024, the Company’s authorized share capital is € 4.0 million (or $ 4.2 million when translated at an exchange rate as of December 31, 2024, of $ 1.04 / €1.00), divided into 80,000,000 ordinary shares, each with a nominal value of € 0.05 .

Shareholders’ equity / (deficit)

As of December 31, 2025, the Company’s authorized share capital is EUR 4.0 million (or $ 4.7 million when translated at an exchange rate as of December 31, 2025, of $ 1.175 / €1.00), divided into 80,000,000 ordinary shares, each with a nominal value of € 0.05 .

All ordinary shares issued by the Company were fully paid.

1 unchanged sentence

Under the Company’s Articles of Association, the Company is required to maintain a minimum amount of share capital in reserve.

In addition, the Company is only permitted to make distributions on its ordinary shares to the extent that its shareholders’ (deficit) / equity exceeds the sum of the paid-up and called-up capital and the reserves it is required to maintain under Dutch law.

There are no other distribution restrictions applicable to the Company’s shares.

As the Company’s equity is negative as of December 31, 2024 the Company cannot distribute any equity.

As of December 31, 2024, and 2023 and 2022 the Company’s other comprehensive result was restricted for payment of dividends for an accumulated other comprehensive loss of $ 52.8 million in 2024, an accumulated other comprehensive loss of $ 53.6 million in 2023, and an accumulated other comprehensive loss of $ 58.3 million in 2022.

The Company recorded a $ 0.8 million increase of additional paid-in capital in the year ended December 31, 2022 resulting from the release of valuation allowance for the tax benefit of share issuance costs incurred in 2018, 2019 and 2021 within the Netherlands.

In addition, the Company is only permitted to make distributions on its ordinary shares to the extent that its Shareholders’ equity / (deficit) exceeds the sum of the paid-up and called-up capital and the reserves it is required to maintain under Dutch law.

There are no other distribution restrictions applicable to the Company’s ordinary shares or Pre-Funded Warrants.

In January 2025, the Company received net proceeds of $ 70.1 million, after deducting underwriting discounts and commissions and other offering expenses payable by the Company, through a follow-on public offering of 4.4 million ordinary shares at a public offering price of $ 17.00 per ordinary share.

In February 2025, the Company received an additional $ 10.4 million in net proceeds after related offering expenses upon the underwriters’ exercise of their option to purchase an additional 0.7 million ordinary shares at the public offering price.

In July 2025, the Company entered into a Sales Agreement with Leerink Partners LLC (“Leerink Partners”) with respect to an at-the-market (“ATM”) offering program, under which the Company may, from time to time and at the Company’s sole discretion, offer and sell through Leerink Partners, acting as agent, the Company’s ordinary shares, up to an aggregate offering of $ 200.0 million.

As of December 31, 2025, no sales have been made under the ATM offering program.

In September 2025, the Company received net proceeds of $ 323.7 million, after deducting underwriting discounts and commissions and other offering expenses payable by the Company, through a follow-on public offering of 6.7 million ordinary shares, at a public offering price of $ 47.50 per ordinary share, and, in lieu of ordinary shares to certain investors, Pre-Funded Warrants to purchase 0.5 million of the Company’s ordinary shares at the public offering price less a $ 0.0001 per ordinary share exercise price.

The Company has authorized and reserved a sufficient number of ordinary shares to permit the full exercise of all outstanding Pre-Funded Warrants.

The Pre-Funded Warrants are classified as a liability.

During 2025, as a result of the Company’s revised Dutch corporate income tax filing positions for 2021 and 2023, the Company released $ 15.7 million of valuation allowance related to net operating loss carryforwards.

The portion of the resulting tax benefit attributable to net operating loss carryforwards arising from 2019 share issuance costs was recorded in additional paid-in capital, increasing additional paid-in capital by $ 0.5 million for the year ended December 31, 2025.

Share-based compensation

Share-based compensation expense recognized by classification included in the consolidated statements of operations and comprehensive loss was as follows:

The Company’s share-based compensation plans include the amended and restated 2014 Share Incentive Plan (as amended, the “2014 Plan”) and inducement grants under Rule 5653(c)(4) of the Nasdaq Global Select Market with terms similar to the 2014 Plan (together the “2014 Plans”).

At the annual general meeting of shareholders in June 2025, the Company’s shareholders authorized an additional 2,400,000 shares for issuance under the 2014 Plan.

As of December 31, 2025, a total of 4,285,461 ordinary shares remain available for issuance under the 2014 Plan.

In June 2018, the Company’s shareholders adopted and approved the uniQure N.V.

Employee Stock Purchase Plan (as amended, the “ESPP”) allowing the Company to issue up to 150,000 ordinary shares.

The ESPP is intended to qualify under Section 423 of the Internal Revenue Code of 1986, as amended.

Under the ESPP, employees are eligible to purchase ordinary shares through payroll deductions, subject to any plan limitations.

The purchase price of the ordinary shares on each purchase date is equal to the lower of:

(i) 85 % of the closing market price on the offering date or (ii) 85 % of the closing market price on the purchase date of each three-month offering period.

During the year ended December 31, 2025, nil ordinary shares have been issued in connection with the ESPP (2024:

10,150 ordinary shares and 2023:

19,198 ordinary shares).

As of December 31, 2025, a total of 86,712 ordinary shares remain available for issuance under the ESPP plan.

2014 Plans and ESPP

Share-based compensation expense recognized by classification included within the Consolidated Statements of Operations and Comprehensive Loss in relation to the 2014 Plans for the periods indicated below was as follows:

Year ended December 31,

(in thousands)

Cost of manufacturing services revenue

Research and development

Selling, general and administrative

Share-based compensation expense recognized by award type was as follows:

Cost of contract manufacturing revenues

Research and development expenses

Selling, general and administrative expenses

Share-based compensation expense recognized by award type for the 2014 Plans and ESPP was as follows:

Year ended December 31,

4 unchanged sentences

Performance share units

Employee share purchase plan

As of December 31, 2024, the unrecognized compensation cost related to unvested awards under the various share-based compensation plans were:

As of December 31, 2025, the unrecognized share-based compensation expense related to unvested awards under the 2014 Plans were:

Weighted average

recognition

(in thousands)

3 unchanged sentences

The Company satisfies the exercise of share options and vesting of Restricted Share Units (“RSUs”) and Performance Share Units (“PSUs”) through newly issued ordinary shares.

The Company’s share-based compensation plans include the 2014 Amended and Restated Share Option Plan as approved by the shareholders in 2014, (the “2014 Plan”) and inducement grants under Rule 5653(c)(4) of The Nasdaq Global Select Market with terms similar to the 2014 Plan (together the “2014 Plans”).

The shareholders have approved amendment to the 2014 Plan from time to time to increase the shares authorized for issuance.

At an extraordinary general meeting of shareholders in November 2023, an additional 1,750,000 shares were authorized for issuance.

At the annual general meeting of shareholders in June 2024, the Company’s shareholders authorized an additional 1,500,000 shares for issuance.

As of December 31, 2024, a total of 3,912,283 ordinary shares remain available for issuance under the 2014 Plan.

Share options

4 unchanged sentences

The following tables summarize option activity under the Company’s 2014 Plans for the year ended December 31, 2025:

Weighted average

Aggregate intrinsic

ordinary shares

exercise price

remaining contractual life

Number of ordinary shares

average exercise price

Weighted average remaining contractual life

Aggregate intrinsic value

(in thousands)

5 unchanged sentences

Total weighted average grant date fair value of options issued during the period (in $ millions)

Granted to directors and officers during the period (options, grant date fair value $ in millions)

Granted to directors and officers during the period

(options, grant date fair value $ in millions)

Proceeds from option sales during the period (in $ millions)

The following table summarizes information about the weighted average grant-date fair value of options during the years ended December 31:

The following table summarizes information about the weighted average grant-date fair value of options for the years ended December 31, 2025, 2024 and 2023:

Weighted average

20 unchanged sentences

This analysis is performed over the full contractual term.

The following table summarizes information about options exercised during the years ended December 31:

The following table summarizes information about options exercised for the years ended December 31, 2025, 2024 and 2023:

Options exercised

during the year

1 unchanged sentence

(in thousands)

Restricted Share Units

The following table summarizes the RSU activity for the year ended December 31, 2025:

6 unchanged sentences

Granted to directors and officers during the period (shares, $ in millions)

The following table summarizes information about the weighted average grant-date fair value of RSUs granted during the years ended December 31:

The following table summarizes information about the weighted average grant-date fair value of RSUs granted for the years ended December 31, 2025, 2024 and 2023:

Weighted average

1 unchanged sentence

grant ‑ date fair value

The following table summarizes information about the total fair value of RSUs that vested during the years ended December 31:

The following table summarizes information about the total fair value of RSUs that vested for the years ended December 31, 2025, 2024 and 2023:

Total fair value

2 unchanged sentences

RSUs granted to non-executive directors will vest one year from the date of grant.

Performance Share Units

The following table summarizes the PSU activity for the year ended December 31, 2025:

4 unchanged sentences

Non-vested at December 31, 2025

PSUs awarded but not yet earned

Total non-vested and discretionary PSUs

Total weighted average grant date fair value of PSUs granted during the period (in $ millions)

The Company granted shares to certain employees in September and December 2021 and various dates during the year ended December 31, 2022 and December 31, 2024 that will be earned upon achievement of defined milestones.

Earned shares vested upon the later of a minimum service period of three years , or the achievement of defined milestones, subject to the grantee’s continued employment.

In addition, portions of the December 2021 granted to executives and other members of senior management were subject to achieving a minimum total shareholder return relative to the Nasdaq biotechnology index.

As of December 31, 2024, four milestones had been achieved and vested in either 2022, 2023 or 2024.

As of December 31, 2024, two milestones were considered probable.

The Company recognizes the compensation cost related to these grants to the extent it considers achievement of the milestones to be probable.

The Company awarded PSUs to certain employees in December 2024 that will be earned upon the Board of Directors’ (the “Board”) assessment of the level of achievement of agreed upon performance targets through December January 2, 2026

The following table summarizes information about the weighted average grant-date fair value of the PSUs determined as of the grant date for the years ended December 31:

The Company granted shares to certain employees in 2021 and 2022 that were earned upon the achievement of defined milestones.

Earned shares vested upon the latter of a minimum service period of three years , or the achievement of defined milestones, subject to the grantee’s continued employment.

In addition, the December 2021 PSUs granted to executives and other members of senior management were subject to the achievement of a minimum total shareholder return relative to the Nasdaq biotechnology index.

As of December 31, 2025, there are no remaining milestones to be achieved in relation to the PSUs granted in 2021 and 2022.

The Company granted PSUs to certain employees in December 2024.

As of December 31, 2025, a percentage of those PSUs were determined probable of being achieved within a defined period in 2026.

These PSUs are earned upon the achievement of a certain development milestone, and will vest shortly after the performance goal is determined to be achieved, subject to the grantee’s continued employment.

The following table summarizes information about the weighted average grant-date fair value of the PSUs determined as of the grant date for the years ended December 31, 2025, 2024 and 2023:

Weighted average

1 unchanged sentence

grant ‑ date fair value

The following table summarizes information about the total fair value of PSUs that vested during the years ended December 31:

The following table summarizes information about the total fair value of PSUs that vested during the years ended December 31, 2025, 2024 and 2023:

Total fair value

(in thousands)

Employee Share Purchase Plan (“ESPP”)

In June 2018, the Company’s shareholders adopted and approved an ESPP allowing the Company to issue up to 150,000 ordinary shares.

The ESPP is intended to qualify under Section 423 of the Internal Revenue Code of 1986.

Under the ESPP, employees are eligible to purchase ordinary shares through payroll deductions, subject to any plan limitations.

The purchase price of the shares on each purchase date is equal to 85 % of the lower of the closing market price on the offering date or the closing market price on the purchase date of each three-month offering period.

During the year ended December 31, 2024, 10,150 ordinary shares have been issued (December 31, 2023:

19,198 and December 31, 2022:

As of December 31, 2024, a total of 86,712 ordinary shares remain available for issuance under the ESPP plan.

Segment reporting

7 unchanged sentences

The accounting policies of the operating segment are the same as those described in the summary of significant accounting policies.

Years ended December 31,

Year ended December 31,

(in thousands)

6 unchanged sentences

Reconciliation

Depreciation, amortization and impairment expense

Depreciation and amortization expense

Share-based compensation expense

Fair value gain / (loss) - contingent consideration and derivative financial instrument

Foreign currency (losses) / gains, net

Fair value (loss) / gain - contingent consideration

Fair value gain - liability related to pre-funded warrants

Foreign currency gains / (losses), net

Interest income

2 unchanged sentences

Other reconciling items (c) (d)

Consolidated loss before income tax (expense) / benefit

(a) Other segments items included in segment operating loss include costs related to intellectual property, information technology and insurance offset by income related to payments received from European authorities to subsidize the Company’s research and development in the Netherlands and France.

Consolidated loss before income tax expense

(a) Other segment items included in segment operating loss include costs related to intellectual property, information technology and insurance offset by income related to payments received from European authorities to subsidize the Company’s research and development in the Netherlands and France.

(b) For the year ended December 31, 2023, other segment items include $ 10.0 million related to the upfront consideration paid to Apic Bio for the global licensing agreement for AMT-162.

2 unchanged sentences

Collaboration arrangements and concentration of credit risk

Revenues recorded for the years ended December 31, are as follows:

On June 29, 2024, as part of the Lexington Transaction, uniQure Inc.

entered into the CSA and the DMSA with Genezen.

As part of the consideration received in relation to the Lexington Transaction, the Company received a convertible promissory note with a nominal amount of $ 12.5 million, bearing interest at 8.0 % per annum and maturing 63 months following the date of issuance.

Refer to Note 3 “ Divestiture of commercial manufacturing activities” for further information.

As of December 31, 2025 and 2024, the balance of the convertible note receivable was $ 14.6 million and $ 13.7 million, respectively.

The Company recorded a balance of prepaid expenses to Genezen in relation to the CSA and DMSA of $ 13.9 million and nil as of December 31, 2025 and 2024, respectively.

These balances represent a concentration of credit risk, and the Company’s maximum exposure to loss is the carrying value of these assets.

No expected credit loss was recognized during the years ended December 31, 2025 or 2024.

CSL Behring collaboration

Revenues recorded for the years ended December 31, 2025, 2024 and 2023 were as follows:

Years ended December 31,

1 unchanged sentence

License revenue (royalty payments) from CSL Behring

License revenue (milestone payments) from CSL Behring

Contract manufacturing revenue from CSL Behring

Collaboration revenue from CSL Behring

Collaboration revenue from BMS

License revenue (milestone payments) from CSL Behring

The Company recorded $ 100.0 million in variable milestone revenue related to a first sale of HEMGENIX ® in the U.S.

during the year ended December 31, 2022 as the Company considered the occurrence of this event to be probable following the November 2022 BLA approval of HEMGENIX ® .

The Company collected the $ 100.0 million payment from CSL Behring in July 2023 following the first sale of the Product in the U.S in June 2023.

Contract manufacturing revenue from CSL Behring

The Company provided contract manufacturing services to CSL Behring from April 2022 until the July 2024 divestment of the commercial manufacturing activities to Genezen.

Following the Closing of the Lexington Transaction, title to HEMGENIX® supply directly passes from the contract manufacturer, Genezen, to CSL Behring.

The Company does not control HEMGENIX® before it is transferred to CSL Behring.

The Company arranges for HEMGENIX® to be provided by Genezen to CSL Behring.

The Company determined that it is an agent in the sale of HEMGENIX® to CSL Behring.

The Company’s development and commercial supply agreement requires the Company to supply HEMGENIX ® to CSL Behring until such time that these capabilities are transferred to CSL Behring or a contract manufacturing organization designated by CSL Behring.

On September 6, 2022, CSL Behring notified the Company of its intent to transfer manufacturing technology related to HEMGENIX ® in the coming years to a third-party contract manufacturer designated by CSL Behring.

The Company generated $ 6.1 million, $ 10.8 million and $ 1.7 million contract manufacturing revenue from sales to CSL Behring during the years ended December 31, 2024, 2023 and 2022.

The Company incurred $ 17.1 million, $ 13.6 million and $ 2.1 million of costs in relation to its contract manufacturing activities during the years ended December 2024, 2023 and 2022.

As a result of the Company being an agent, the Company recognizes corresponding costs related to the purchase of HEMGENIX® from Genezen net of income from the sales of HEMGENIX® to CSL Behring as well as income related to the release of liabilities associated with expected net losses in Other expense within the Company’s Consolidated Statements of Operations and Comprehensive Loss.

Collaboration revenue from CSL Behring

The Company provides on-demand development services and other services to CSL Behring.

These activities are reimbursed at an agreed full-time-employee rate and CSL Behring also reimbursed agreed third-party expenses incurred in relation to performing these activities.

These activities are reimbursed at an agreed full-time employee rate, and CSL Behring also reimburses agreed third-party expenses incurred in connection with the performance of these activities.

The Company recognized $ 0.2 million of collaboration revenue in the year ended December 31, 2025, compared to $ 10.9 million and $ 2.3 million in the same periods in 2024 and 2023.

Accounts r eceivable

As of December 31, 2024, the Company had accounts receivable of $ 5.7 million related to collaboration services and royalty revenue.

As of December 31, 2023, the Company recorded accounts receivable of $ 4.0 million from CSL Behring related to collaboration services, contract manufacturing revenue and royalty revenue.

Other income during the year ended December 31, 2024 was $ 7.9 million compared to $ 6.1 million and $ 7.2 million during the same periods in 2023 and 2022.

Contract manufacturing revenue from CSL Behring

The DCSA requires the Company to supply HEMGENIX to CSL Behring until such time that these capabilities are transferred to CSL Behring or a contract manufacturing organization designated by CSL Behring.

On September 6, 2022, CSL Behring notified the Company of its intent to transfer manufacturing technology related to HEMGENIX in the coming years to a third-party contract manufacturer designated by CSL Behring.

The Company generated nil , $ 6.1 million, and $ 10.8 million of contract manufacturing revenue from sales to CSL Behring during the years ended December 31, 2025, 2024 and 2023.

The Company incurred nil , $ 17.1 million, and $ 13.6 million of costs in relation to its contract manufacturing activities during the years ended December 2025, 2024 and 2023.

Accounts receivable

As of December 31, 2025, accounts receivable totaled $ 5.9 million, and related to royalty revenue due from CSL Behring.

As of December 31, 2024, accounts receivable totaled $ 5.7 million, and related to collaboration services, contract manufacturing revenue and royalty revenue, due from CSL Behring.

Other income during the year ended December 31, 2025 was $ 14.4 million compared to $ 7.9 million and $ 6.1

million during the same periods in 2024 and 2023.

During the year ended December 31, 2025 the Company recognized $ 6.0 million in income related to a one-time sale of critical reagents to Genezen.

There were no sales of critical reagents in the comparative periods in 2024 or 2023.

Years ended December 31,

(in thousands)

Research and development grants from Dutch and French authorities

Gain on sale of commercial manufacturing facility

Sale of critical reagents to Genezen

Research and development grants from Dutch authorities

Sublease income

Gain on sale of commercial manufacturing activities

Other expense

5 unchanged sentences

Fair value loss related to equity stake in VectorY B.V.

In the year ended December 31, 2024, the Company recognized $ 3.2 million net ( nil in periods ended December 31, 2023 and 2022) in other expense related to the purchase of HEMGENIX® from Genezen net of income from the sales of HEMGENIX® to CSL Behring, amortization of the intangible asset for the favorable supply terms under the CSA and credits from the release of liabilities related to expected net losses associated with the minimum purchase commitments under the CSA.

Income tax (benefit) / expense

Due to the uncertainty surrounding the realization of favorable tax attributes in future tax returns, the Company has recorded a valuation allowance against the Company’s net deferred tax assets in the Netherlands and a partial valuation allowance against the Company’s net deferred tax assets in France.

In the years ended December 31, 2025 and 2024, the Company recognized $ 6.3 million and $ 3.2 million, respectively ( nil in the period ended December 31, 2023) in Other expense related to the purchase of HEMGENIX from Genezen, net of income from the sales of HEMGENIX to CSL Behring, amortization of the intangible asset for the favorable supply terms under the CSA and credits from the release of liabilities related to expected net losses associated with the minimum purchase commitments under the CSA.

Income tax expense

Due to the uncertainty surrounding the realization of favorable tax attributes in future tax returns, a valuation allowance is recorded against the Company’s net deferred tax assets in the Netherlands, and a partial valuation allowance against the Company’s net deferred tax assets in France.

There are no significant unrecognized tax benefits as of December 31, 2025 and 2024.

For the years ended December 31, 2024, 2023 and 2022, (loss) / income before income tax benefit / (expense) consists of the following:

For the years ended December 31, 2025, 2024 and 2023, loss before income tax expense consists of the following:

Years ended December 31,

(in thousands)

Dutch operations

The income tax (expense) / benefit for the years ended December 31, 2024, 2023 and 2022, consists of the following:

Domestic - Netherlands

Foreign - U.S.

Foreign - Other

The income tax expense for the years ended December 31, 2025, 2024 and 2023, consists of the following:

Years ended December 31,

1 unchanged sentence

Current tax expense

Domestic - Netherlands

Total current income tax expense

Deferred tax (expense) / benefit

Dutch operations

Total deferred tax (expense) / benefit

Total income tax (expense) / benefit

Tax benefit recognized in other comprehensive income

The reconciliation of the amount of income tax (loss) / benefit recognized in Other comprehensive income / (loss) for the years ended December 31, 2024 and December 31, 2023 is as follows:

Year ended December 31, 2024

Year ended December 31, 2023

Deferred tax expense

Domestic - Netherlands

Total deferred tax expense

Total income tax expense

Income taxes paid

The income taxes paid during the years ended December 31, 2025, 2024 and 2023 were as follows:

Years ended December 31,

(in thousands)

Domestic - Netherlands

Since 2023, the Company has been engaged with the Dutch tax authorities regarding the Dutch corporate income tax treatment of the $ 375.0 million upfront payment received in exchange for the rights to the lowest royalty tier on CSL Behring’s worldwide net sales of HEMGENIX.

In September 2025, the Dutch tax authorities communicated their position that, for Dutch corporate income tax purposes, the upfront payment should be treated as taxable income in 2023.

In response, the Company revised its Dutch corporate income tax filing position to reflect the upfront payment as taxable income in 2023 (net of directly attributable expenses), together with a revision of a previously filed tax position, which resulted in a taxable profit of EUR 12.9 million ($ 14.6 million) for 2023, instead of the previous taxable loss for that year.

During 2025, the Company made a provisional payment of EUR 6.4 million ($ 7.4 million) in respect of the revised 2023 filing position.

Subsequently, in conjunction with finalizing its positions, the Company also amended its 2021 Dutch corporate income tax filing position, which reduced the Company’s estimated Dutch corporate income tax related to 2023 to EUR 3.3 million ($ 3.9 million).

Tax benefit recognized in other comprehensive loss related to defined benefit pension plan liability

The reconciliation of the amount of income tax (loss) / benefit related to the defined benefit pension plan liability recognized in other comprehensive loss for the years ended December 31, 2025, 2024 and 2023, is as follows:

Years ended December 31,

(in thousands)

Unrecognized (loss) / gain related to defined benefit pension plan liability

No income tax benefit or expense has been recognized in Other Comprehensive Loss for the year ended December 31, 2022.

Unrecognized gain / (loss) related to defined benefit pension plan liability

Deferred tax (expense) / benefit

Unrecognized gain / (loss) related to defined benefit pension plan liability, net of tax

Tax rate reconciliation

The reconciliation of the amount of income tax (expense) / benefit that would result from applying the Dutch statutory income tax rate to the Company’s reported amount of loss before income tax (expense) / benefit for the years ended December 31, 2024, 2023 and 2022, is as follows:

The reconciliation of the amount of income tax expense that would result from applying the domestic Dutch statutory income tax rate to the Company’s reported amount of loss before income tax expense for the years ended December 31, 2025, 2024 and 2023, is as follows:

Years ended December 31,

(in thousands)

Loss before income tax (expense) / benefit for the period

Expected income tax benefit at the 25.8 % tax rate enacted in the Netherlands

Difference in tax rates between the Netherlands and other foreign countries

Other net change in valuation allowance

Non-deductible expenses

Income tax (expense) / benefit

Non-deductible expenses predominantly relate to share-based compensation expenses.

These expenses affected the effective tax rate by an amount of $ 5.6 million in 2024 (2023:

$ 9.0 million;

$ 8.5 million).

The fair value gain on contingent consideration affected the effective tax rate by an amount of $ 0.5 million in 2024 ($ 4.1 million and $ 1.9 million in 2023 and 2022, respectively).

(in thousands)

Domestic statutory tax rate - Netherlands

Foreign tax effects (difference in tax rates between the Netherlands and foreign jurisdictions)

Changes in valuation allowance

Non-deductible items

Fair value changes

Changes in valuation allowance

Non-deductible items

Share-based payment awards

Other adjustments

Total tax provision and effective tax rate

Significant components of deferred taxes

The tax effects of temporary differences and carryforwards that give rise to significant portions of deferred tax assets and deferred tax liabilities as of December 31, 2025 and 2024 are as follows:

Years ended December 31,

Year ended December 31,

(in thousands)

12 unchanged sentences

Operating lease right-of-use assets

Property, plant and equipment

Other current assets and receivables

Property, plant and equipment

Deferred tax liability

Net deferred tax asset

Changes in the valuation allowance were as follows:

Changes in the valuation allowance during the years ended December 31, 2025, 2024 and 2023 were as follows:

Years ended December 31,

3 unchanged sentences

Other changes including currency translation adjustments

The valuation allowance of $ 191.9 million as of December 31, 2024 is primarily related to EUR 178.7 million ($ 185.6 million) deferred tax assets in the Netherlands resulting from net operating loss carryforwards of EUR 153.1 million ($ 159.1 million), liability from Royalty Financing Agreement of EUR 18.8 million ( $ 19.5 million), intangible assets of EUR 3.6 million ($ 3.8 million), interest carryforwards of EUR 2.8 million ($ 3.0 million) and property, plant and equipment of EUR 0.4 million ($ 0.4 million).

As of December 31, 2024, the total amount of net operating losses carried forward under the Dutch tax regime was EUR 593.6 million ($ 616.5 million) (December 31, 2023:

EUR 446.4 million ($ 492.7 million)).

The valuation allowance of $ 271.4 million as of December 31,2025 is primarily related to EUR 221.9 million ($ 260.7 million) of deferred tax assets in the Netherlands resulting from net operating loss carryforwards of EUR 118.4 million ($ 139.1 million), and a liability from the Royalty Financing Agreement of EUR 104.7 million ($ 123.0 million).

As of December 31, 2025, the total amount of net operating losses carried forward under the Dutch tax regime was EUR 458.9 million ($ 539.2 million), following the alignment of the Dutch corporate income tax treatment of the Royalty Financing Agreement in 2025, which consumed EUR 13.9 million ($ 15.7 million) of such net operating losses carried forward to 2025, and resulted in the recognition of a deferred tax asset related to the Liability from royalty financing agreement.

As of December 31, 2024, the total amount of net operating losses carried forward was EUR 593.6 million ($ 616.5 million).

The Company has historically recorded a full valuation allowance.

3 unchanged sentences

The Company’s Dutch net operating tax losses carried forward relate to 2019, 2022, 2024 and 2025.

As of December 31, 2024, the tax treatment of the Royalty Agreement has not been agreed with the Dutch tax authorities.

A different tax treatment could result in a different categorization of temporary differences and an offsetting deferred tax asset.

A portion of the valuation allowance for deferred tax assets recorded as of December 31, 2024 continues to relate to follow-on offering costs incurred in 2019.

Any subsequently recognized tax benefits will be credited directly to contributed capital.

A portion of the valuation allowance for deferred tax assets recorded as of December 31, 2025 relates to follow-on offering costs incurred in 2019 and 2025.

During the year ended December 31, 2025, the Company released $ 0.5 million of the valuation allowance related to 2019 and recorded a deferred tax expense as a result of adjusting the 2023 and 2021 Dutch corporate income tax filing positions.

Any subsequently recognized tax benefits will be credited directly to Additional paid-in capital.

As of December 31, 2025, that amount was EUR 8.4 million ($ 9.9 million) and EUR 3.0 million ($ 3.2 million) as of December 31, 2024.

6 unchanged sentences

As of December 31, 2025, an estimated $ 20.1 million of net operating losses remain to be carried forward.

These net operating losses carried forward will expire in 2036 and 2037 except for $ 0.7 million which can be carried forward indefinitely with a deduction limited to 80% of taxable income in a given year.

These net operating losses carried forward will expire in 2036 and 2037 except for $ 0.7 million which may be carried forward indefinitely with a deduction limited to 80% of taxable income in a given year.

The Company’s U.S.

3 unchanged sentences

Under the provision of the Internal Revenue Code, the U.S.

net operating losses carried forward may become subject to an annual limitation in the event of certain cumulative exchange in the ownership interest of significant shareholders over a three-year period in excess of 50 percent, as defined under Section 382 and 383 of the Internal Revenue Code.

net operating losses carried forward may become subject to an annual limitation in the event of certain cumulative exchange in the ownership interest of significant shareholders over a three-year period, in excess of 50%, as defined under Section 382 and 383 of the Internal Revenue Code.

This could limit the amount of tax attributes that can be utilized annually to offset future taxable income or tax liabilities.

1 unchanged sentence

Subsequent ownership changes may further affect the limitation.

The fiscal periods from 2021 are still open for inspection by the Internal Revenue Service (“IRS”).

The fiscal periods from 2022 are still open for inspection by the IRS.

To the extent the Company has tax attribute carryforwards, the tax years in which the attribute was generated may still be adjusted upon examination by the IRS or Massachusetts Department of Revenue to the extent utilized in a future period.

3 unchanged sentences

The Company’s French operations have incurred losses since incorporation and are expected to continue incurring tax losses for the foreseeable future.

The French operations as of December 31, 2024 have an estimated EUR 48.9 million ($ 50.8 million) (December 31, 2023:

EUR 35.9 million ($ 39.6 million)) of net operating losses that are available for carry forward indefinitely.

The French operations as of December 31, 2025 have an estimated EUR 59.8 million ($ 70.3 million) of net operating losses EUR 48.9 million ($ 50.8 million) as of December 31, 2024) that are available for carry forward indefinitely.

The Company recorded a partial valuation allowance during the years ended December 31, 2025, 2024, and 2023.

No such valuation allowance was recorded in the years ended December 31, 2022 or 2021.

The Company evaluates all positive and negative evidence including future income from reversing taxable temporary differences (particularly from reversing the deferred tax liability related to the acquired IPR&D intangible asset), projected future taxable income subject to the loss limitation rules applicable in France and tax-planning strategies in making this assessment.

Basic and diluted earnings per ordinary share

Basic and diluted loss per ordinary share

Basic net loss per ordinary share is computed by dividing net loss for the period by the weighted average number of ordinary shares outstanding during the period.

Diluted earnings per ordinary share are calculated by adjusting the weighted average number of ordinary shares outstanding, assuming conversion of all potentially dilutive ordinary shares.

As the Company has incurred a loss in the years presented, all potentially dilutive ordinary shares for these years would have an antidilutive effect, if converted, and thus have been excluded from the computation of loss per share.

Year ended December 31,

As the Company incurred a loss in all years presented, all potentially dilutive ordinary shares for these years would have an anti-dilutive effect, if converted, and thus have been excluded from the computation of basic and diluted loss per ordinary share.

Years ended December 31,

(in thousands, except

2 unchanged sentences

Weighted-average number of ordinary shares outstanding - basic and diluted

The following table presents ordinary share equivalents that were excluded from the calculation of diluted net loss per ordinary share for the years presented as the effect of their inclusion would have been anti-dilutive:

Year ended December 31,

The following table presents ordinary share equivalents that were excluded from the calculation of diluted loss per ordinary share for all years presented, as the effect of their inclusion would have been anti-dilutive:

Years ended December 31,

Anti-dilutive ordinary share equivalents

Stock options under 2014 Plans and previous plan

Stock options under 2014 Plans

Non-vested RSUs and PSUs

Pre-Funded Warrants

Total anti-dilutive ordinary share equivalents

3 unchanged sentences

Among other payment obligations, the Company is obligated to pay royalties to the licensors based on future sales levels and milestone payments whenever specified development, regulatory and commercial milestones are met.

As both future sales levels and the timing and achievement of milestones are uncertain, the financial effect of these agreements cannot be estimated reliably.

As both future sales levels and the timing and achievement of milestones are uncertain, the financial effect of these agreements cannot be reliably estimated.

The Company also has obligations to make future payments that become due and payable upon the collection of milestone payments from CSL Behring.

The achievement and timing of these milestones is not fixed and determinable.

The achievement and timing of these milestones is not fixed or determinable.

Relevant commitments and contingencies are further discussed in other sections of this form 10-K, such as, Note 3 “ Divestiture of manufacturing facility ” and Note 17 “ Collaboration arrangements and concentration of credit risk ”, amongst others.

Legal Proceedings

On February 10, 2026, a class action complaint captioned Christopher Scocco v.

uniQure N.V., et al.

1:26-cv-01124, was filed against the Company, certain of the Company’s executive officers and another party in the United States District Court for the Southern District of New York.

The complaint purports to assert claims pursuant to Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended, and Rule 10b-5 promulgated thereunder, on behalf of a putative class of investors who purchased or otherwise acquired our ordinary shares between September 24, 2025 and October 31, 2025.

Plaintiff seeks to recover damages allegedly caused by purported false and misleading misstatements and omissions with respect to the Company’s Phase I/II study of AMT-130 and the timing of the potential BLA filing for AMT-130.

The Company intends to vigorously defend against the claims in this action.

At each reporting date, the Company evaluates whether or not a potential loss amount or a potential range of loss is probable and reasonably estimable under the provisions of the authoritative guidance that addresses accounting for contingencies.

At this time, the Company is unable to predict the outcome of the class action litigation or reasonably estimate a range of possible losses.

Related party transaction

Subsequent events

In February 2025, the Company received an additional $ 10.6 million in net proceeds upon the underwriters’ exercise of their option to purchase an additional 0.7 million ordinary shares at the public offering price.

EXHIBIT INDEX

5 unchanged sentences

Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.

Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K (file no.

001-36294) filed with the SEC on September 29, 2025).

2014 Share Incentive Plan (incorporated by reference to Exhibit 4.3 of the Company’s Registration Statement on Form S-8 (file no.

4 unchanged sentences

001-36294) filed with the SEC on June 13, 2025).

Amended and Restated 2014 Share Incentive Plan (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K (file no.

001-36294) filed with the SEC on June 20, 2024).

Form of Share Option Agreement, effective December 8, 2021, under the 2014 Share Incentive Plan (incorporated by reference to Exhibit 10.65 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 (file no.

6 unchanged sentences

333-225629) filed with the SEC on June 14, 2018).

Employment Agreement between uniQure, Inc.

and Matthew Kapusta, dated December 9, 2014 (incorporated by reference to Exhibit 10.6 of the Company's Annual Report on Form 10-K (file no.

001-36294) for the year ended December 31, 2016 filed with the SEC on March 15, 2017).

Amendment to the Employment Agreement between uniQure, Inc.

and Matthew Kapusta, dated March 14, 2017 (incorporated by reference to Exhibit 10.7 of the Company’s Annual Report on Form 10-K (file no.

001-36294) for the year ended December 31, 2016 filed with the SEC on March 15, 2017).

Amendment to the Employment Agreement between uniQure, Inc.

and Matthew Kapusta, dated October 26, 2017 (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q (file no.

001-36294) for the period ended September 30, 2017 filed with the SEC on November 1, 2017).

Amended and Restated Employee Share Purchase Plan (incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q (file no.

001-36294) for the period ended March 31, 2025 filed with the SEC on May 9, 2025).

Amended and Restated Employment Agreement between uniQure, Inc.

and Matthew Kapusta, dated April 15, 2025 (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q (file no.

001-36294) for the period ended March 31, 2025 filed with the SEC on May 9, 2025).

Amended and Restated Employment Agreement, effective June 15, 2021, by and between uniQure biopharma B.V.

1 unchanged sentence

001-36294) for the period ended June 30, 2021 filed with the SEC on July 26, 2021).

Employment Agreement, effective May 17, 2021, by and between uniQure biopharma B.V.

and Pierre Caloz (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q (file no.

001-36294) for the period ended June 30, 2021 filed with the SEC on July 26, 2021).

Equity Side Letter, effective May 17, 2021, by and between uniQure N.V.

and Pierre Caloz (incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q (file no.

001-36294) for the period ended June 30, 2021 filed with the SEC on July 26, 2021).

Termination Agreement, dated July 22, 2024, by and between uniQure biopharma B.V.

and Pierre Caloz (incorporated by reference to Exhibit 10.5 of the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2024 (file no.

001-36294) filed with the SEC on August 1, 2024).

Employment Agreement dated June 13, 2023 between uniQure, Inc.

Employment Agreement dated May 22, 2023 between uniQure, Inc.

and Jeannette Potts (incorporated by reference to Exhibit 10.77 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 (file no.

001-36294) filed with the SEC on February 28, 2024).

Employment Agreement dated June 26, 2023 between Corlieve Therapeutics AG and Walid Abi-Saab.

Employment Agreement dated June 26, 2023 between uniQure Switzerland GmbH (formerly Corlieve Therapeutics AG) and Walid Abi-Saab (incorporated by reference to Exhibit 10.1 6 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 (file no.

001-36294) filed with the SEC on February 27, 2025).

Lease relating to 113 Hartwell Avenue, Lexington, Massachusetts, dated as of July 24, 2013, by and between uniQure Inc.

20 unchanged sentences

001-36294) filed with the SEC on February 25, 2022).

Lease Agreement relating to Peter Merian-Weg 4, 4052 Basel, Switzerland, dated as of November 1, 2023, by and between Corlieve Therapeutics AG and Stiftung Sympany.

Lease Agreement relating to Peter Merian-Weg 4, 4052 Basel, Switzerland, dated as of November 1, 2023, by and between uniQure Switzerland GmbH (formerly Corlieve Therapeutics AG) and Stiftung Sympany (incorporated by reference to Exhibit 10.24 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 (file no.

001-36294) filed with the SEC on February 27, 2025).

1 to the Lease Agreement relating to Peter Merian-Weg 4, 4052 Basel, Switzerland, dated as of January 6, 2026, by and between uniQure Switzerland GmbH and Stiftung Sympany.

Business Acquisition Agreement, dated as of February 16, 2012, by and among Amsterdam Molecular Therapeutics (AMT) Holding N.V., the Company and the other Parties listed therein (incorporated by reference to Exhibit 10.29 of the Company’s Registration Statement on Form F-1 (file no.

17 unchanged sentences

Amendment No.

1 to Third Amended and Restated Loan and Security Agreement, dated of May 12, 2023, by and among uniQure biopharma, B.V., uniQure, Inc., uniQure IP B.V., the Company and Hercules Capital, Inc.

(incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2023 (file no.

001-36294) filed with the SEC on August 1, 2023).

Consent and Amendment No.

2 to Third Amended and Restated Loan and Security Agreement, dated June 28, 2024, by and among uniQure biopharma B.V., uniQure, Inc., uniQure IP B.V., the Company and Hercules Capital, Inc.

(incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2024 (file no.

001-36294) filed with the SEC on August 1, 2024).

3 to Third Amended and Restated Loan and Security Agreement, dated of September 22, 2025, by and among uniQure biopharma, B.V., uniQure, Inc., uniQure IP B.V., the Company and Hercules Capital, Inc.

(incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K (file no.

001-36294) filed with the SEC on September 24, 2025).

Royalty Purchase Agreement, dated May 12, 2023, by and between uniQure biopharma B.V.

6 unchanged sentences

Code of Ethics .

Insider Trading Policy.

Insider Trading Policy (incorporated by reference to Exhibit 19.1 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 (file no.

001-36294) filed with the SEC on February 27, 2025).

Subsidiaries of the Company.

8 unchanged sentences

The following materials from the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, formatted in Inline XBRL (eXtensible Business Reporting Language):

(i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations and Comprehensive Income (Loss), (iii) Consolidated Statements of Shareholders’ (Deficit) / Equity, (iv) Consolidated Statements of Cash Flows and (v) Notes to Consolidated Financial Statements.

(i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations and Comprehensive Income (Loss), (iii) Consolidated Statements of Shareholders’ Equity / (Deficit), (iv) Consolidated Statements of Cash Flows and (v) Notes to Consolidated Financial Statements.

The cover page from the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 has been formatted in Inline XBRL.

Confidential treatment requested as to certain portions, which portions have been omitted and filed separately with the Securities and Exchange Commission

Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K.

Filed herewith.

2 unchanged sentences

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

February 27, 2025

March 2, 2026

/s/ MATTHEW KAPUSTA

1 unchanged sentence

Chief Executive Officer (Principal Executive Officer)

February 27, 2025

March 2, 2026

/s/ CHRISTIAN KLEMT

6 unchanged sentences

Chief Executive Officer and Director (Principal Executive Officer)

February 27, 2025

March 2, 2026

Matthew Kapusta

1 unchanged sentence

Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

February 27, 2025

March 2, 2026

Christian Klemt

/s/ MADHAVAN BALACHANDRAN

February 27, 2025

March 2, 2026

Madhavan Balachandran

/s/ ROBERT GUT

February 27, 2025

March 2, 2026

/s/ RACHELLE JACQUES

February 27, 2025

March 2, 2026

Rachelle Jacques

/s/ JACK KAYE

February 27, 2025

March 2, 2026

/s/ DAVID MEEK

February 27, 2025

March 2, 2026

/s/ LEONARD POST

February 27, 2025

March 2, 2026

/s/ JEREMY P.

February 27, 2025

March 2, 2026

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

What changed 10-K

Item 9A. Controls and Procedures