SIGA TECHNOLOGIES INC 10-K

Item 8. Financial Statements and Supplementary Data Index to the Consolidated Financial Statements Report of Independent Registered Public Accounting Firm (PCAOB ID 238 ) 45 Consolidated Balance Sheets 47 Consolidated Statements of Operations and Comprehensive Income 48 Consolidated Statements of Changes in Stockholders’ Equity 49 Consolidated Statements of Cash Flows 50 Notes to Consolidated Financial Statements 51 44 Table of Contents Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders of SIGA Technologies, Inc. Opinions on the Financial Statements and Internal Control over Financial Reporting We have audited the accompanying consolidated balance sheets of SIGA Technologies, Inc. and its subsidiaries (the "Company") as of December 31, 2025 and 2024, and the related consolidated statements of operations and comprehensive income, of changes in stockholders’ equity and of cash flows for each of the three years in the period ended December 31, 2025, including the related notes (collectively referred to as 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 (COSO). In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO. Basis for Opinions The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. 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 or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters 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. 45 Table of Contents Revenue Recognition As described in Note 2 to the consolidated financial statements, the Company’s revenue was $94.6 million for the year ended December 31, 2025. The Company’s performance obligations are satisfied at a point in time or over time as work progresses. As disclosed by management, revenue connected with performance obligations related to product delivery and supportive services are recognized at a point in time. The Company’s revenue related to current research and development performance obligations as well as certain product supportive services are recognized over time, because the customer simultaneously receives and consumes the benefits provided by the services as the Company performs these services. Management recognizes revenue related to these services based on the progress toward complete satisfaction of the performance obligation and measures this progress under an input method, which is based on the Company’s cost incurred relative to total estimated costs. The principal consideration for our determination that performing procedures relating to revenue recognition is a critical audit matter is a high degree of auditor effort in performing procedures related to the Company’s revenue recognition. Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the revenue recognition process, including controls over the recording of revenue at the transaction price once the performance obligations are satisfied. These procedures also included, among others (i) testing the completeness, accuracy and occurrence of product sales and supportive services revenue recognized for a sample of revenue transactions by obtaining and inspecting source documents, such as contracts, invoices, shipping and delivery documents and subsequent cash receipts; (ii) for research and development revenue and certain product supportive services, testing management’s process for determining the estimated costs to completely satisfy each performance obligation for a sample of contracts by (a) comparing the underlying cost estimates to approved contracts or modifications; (b) comparing the underlying transaction price to original contracts or modifications; and (c) testing actual costs incurred and their eligibility for billing under the respective contracts; and (iii) confirming a sample of outstanding customer invoice balances as of December 31, 2025. /s/ PricewaterhouseCoopers LLP Florham Park, New Jersey March 10, 2026 We have served as the Company’s auditor since 1997. 46 Table of Contents SIGA TECHNOLOGIES, INC. CONSOLIDATED BALANCE SHEETS As of December 31, 2025 December 31, 2024 ASSETS Current assets Cash and cash equivalents $ 154,966,414 $ 155,400,262 Accounts receivable 3,263,736 21,166,129 Inventory 49,054,873 49,563,880 Prepaid expenses and other current assets 5,571,841 4,914,613 Total current assets 212,856,864 231,044,884 Property, plant and equipment, net 1,090,824 1,298,423 Deferred tax asset, net 4,428,519 10,854,702 Goodwill 898,334 898,334 Other assets 192,893 240,683 Total assets $ 219,467,434 $ 244,337,026 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities Accounts payable $ 824,522 $ 1,340,337 Accrued expenses and other current liabilities 6,520,057 5,640,110 Deferred IV TPOXX® revenue 10,240,000 10,330,800 Income tax payable 408,000 8,020,366 Total current liabilities 17,992,579 25,331,613 Other liabilities 2,653,283 3,200,650 Total liabilities 20,645,862 28,532,263 Commitments and contingencies (Note 12) Stockholders' equity Common stock ($ .0001 par value, 600,000,000 shares authorized, 71,611,302 and 71,404,669 issued and outstanding at December 31, 2025 and December 31, 2024, respectively) 7,161 7,140 Additional paid-in capital 241,885,214 238,635,635 Accumulated deficit ( 43,070,803 ) ( 22,838,012 ) Total stockholders' equity 198,821,572 215,804,763 Total liabilities and stockholders' equity $ 219,467,434 $ 244,337,026 The accompanying notes are an integral part of these financial statements. 47 Table of Contents SIGA TECHNOLOGIES, INC. CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME For the Years Ended December 31 2025 2024 2023 Revenues Product sales and supportive services $ 88,048,145 $ 133,330,181 $ 130,668,209 Research and development 6,526,757 5,389,169 9,249,011 Total revenues 94,574,902 138,719,350 139,917,220 Operating expenses Cost of sales and supportive services 29,703,893 31,289,229 17,825,090 Selling, general and administrative 21,212,694 25,136,050 22,043,023 Research and development 19,956,159 12,310,797 16,427,942 Total operating expenses 70,872,746 68,736,076 56,296,055 Operating income 23,702,156 69,983,274 83,621,165 Other income, net 6,679,864 6,087,116 4,155,508 Income before income taxes 30,382,020 76,070,390 87,776,673 Provision for income taxes ( 7,102,877 ) ( 16,856,174 ) ( 19,707,847 ) Net and comprehensive income $ 23,279,143 $ 59,214,216 $ 68,068,826 Basic earnings per share $ 0.33 $ 0.83 $ 0.95 Diluted earnings per share $ 0.32 $ 0.82 $ 0.95 Weighted average shares outstanding: basic 71,528,043 71,253,172 71,362,209 Weighted average shares outstanding: diluted 71,867,627 71,905,712 71,679,270 The accompanying notes are an integral part of these financial statements. 48 Table of Contents SIGA TECHNOLOGIES, INC. CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY For the Years Ended December 31, 2025, 2024 and 2023 Accumulated Additional Other Total Common Stock Paid-In Accumulated Comprehensive Stockholders’ Shares Amount Capital Deficit Income (Loss) Equity Balances, December 31, 2022 72,675,190 $ 7,268 $ 233,957,767 $ ( 63,804,993 ) $ — $ 170,160,042 Net income — — — 68,068,826 — 68,068,826 Issuance of common stock upon exercise of stock options 8,672 — — — — — Repurchase of common stock (including excise tax) ( 1,736,822 ) ( 174 ) — ( 11,072,337 ) — ( 11,072,511 ) Issuance of common stock upon vesting of RSUs 144,576 15 ( 15 ) — — — Payment of common stock tendered for employee stock-based compensation tax obligations — — ( 214,794 ) — — ( 214,794 ) Cash dividend ($ 0.45 per share) — — — ( 32,135,118 ) — ( 32,135,118 ) Stock-based compensation — — 2,052,462 — — 2,052,462 Balances, December 31, 2023 71,091,616 $ 7,109 $ 235,795,420 $ ( 38,943,622 ) $ — $ 196,858,907 Net income — — — 59,214,216 — 59,214,216 Issuance of common stock 49,940 5 ( 5 ) — — — Payment of common stock tendered for employee stock-based compensation tax obligations ( 106,029 ) ( 11 ) ( 799,884 ) — — ( 799,895 ) Issuance of common stock upon vesting of RSUs 369,142 37 ( 37 ) — — — Cash dividend ($ 0.60 per share) — — — ( 43,108,606 ) — ( 43,108,606 ) Stock-based compensation — — 3,640,141 — — 3,640,141 Balances, December 31, 2024 71,404,669 $ 7,140 $ 238,635,635 $ ( 22,838,012 ) $ — $ 215,804,763 Net income — — — 23,279,143 — 23,279,143 Payment of common stock tendered for employee stock-based compensation tax obligations (67,045 ) ( 6 ) ( 433,757 ) — — ( 433,763 ) Issuance of common stock upon vesting of RSUs 273,678 27 ( 27 ) — — — Cash dividend ($ 0.60 per share) — — — ( 43,511,934 ) — ( 43,511,934 ) Stock-based compensation — — 3,683,363 — — 3,683,363 Balances, December 31, 2025 71,611,302 $ 7,161 $ 241,885,214 $ ( 43,070,803 ) $ — $ 198,821,572 The accompanying notes are an integral part of these financial statements. 49 Table of Contents SIGA TECHNOLOGIES, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS For the Years Ended December 31 2025 2024 2023 Cash flows from operating activities: Net income $ 23,279,143 $ 59,214,216 $ 68,068,826 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and other amortization 562,607 538,421 538,293 Stock-based compensation 3,683,363 3,640,141 2,052,462 Write down of inventory, net 1,355,321 327,373 579,239 Deferred income taxes provision (benefit) 6,426,182 193,416 ( 4,797,733 ) Deferred IV TPOXX® revenue ( 90,800 ) ( 10,457,920 ) 10,240,000 Changes in assets and liabilities: Accounts receivable 17,902,393 ( 35,178 ) 24,276,009 Inventory ( 846,312 ) 15,342,653 ( 25,524,485 ) Prepaid expenses and other assets ( 609,437 ) ( 591,303 ) ( 3,011,346 ) Accounts payable, accrued expenses and other liabilities ( 578,641 ) ( 5,739,479 ) 1,996,838 Income tax payable ( 7,612,366 ) ( 13,670,533 ) 20,381,228 Net cash provided by operating activities 43,471,453 48,761,807 94,799,331 Cash flows from investing activities: Capital expenditures ( 355,009 ) ( 42,450 ) ( 21,686 ) Cash used in investing activities ( 355,009 ) ( 42,450 ) ( 21,686 ) Cash flows from financing activities: Payment of employee tax obligations for common stock tendered ( 433,763 ) ( 799,895 ) ( 214,794 ) Repurchase of common stock — — ( 11,072,511 ) Payment of dividend ( 43,116,529 ) ( 42,665,044 ) ( 32,135,118 ) Cash used in financing activities ( 43,550,292 ) ( 43,464,939 ) ( 43,422,423 ) Net (decrease)/increase in cash and cash equivalents ( 433,848 ) 5,254,418 51,355,222 Cash and cash equivalents at the beginning of period 155,400,262 150,145,844 98,790,622 Cash and cash equivalents at end of period $ 154,966,414 $ 155,400,262 $ 150,145,844 Supplemental disclosure of cash flows information: Non-cash lease right-of-use asset and associated liability $ — $ 462,686 $ — Issuance of common stock $ — $ 417,000 $ — Issuance of common stock upon cashless exercise $ — $ — $ 87,540 Cash income taxes paid, net $ 8,200,973 $ 30,357,747 $ 3,500,873 The accompanying notes are an integral part of these financial statements 50 Table of Contents SIGA TECHNOLOGIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. Organization and Basis of Presentation Description of Business SIGA Technologies, Inc. (“SIGA” or the “Company”) is a commercial-stage pharmaceutical company. The Company sells its lead product, TPOXX® (“oral TPOXX®,” also known as "tecovirimat," "Tecovirimat SIGA," or "TEPOXX (tecovirimat)" in certain international markets), to the U.S. Government and international governments (including government affiliated entities). In certain international markets, the Company may sell TPOXX® through a distributor. Additionally, the Company sells the intravenous formulation of TPOXX® ("IV TPOXX®") to the U.S. Government. TPOXX® is an antiviral drug for the treatment of human smallpox disease caused by variola virus. On July 13, 2018, the United States Food & Drug Administration (“FDA”) approved the oral formulation of TPOXX® for the treatment of smallpox. The Company has been delivering oral TPOXX® to the U.S. Strategic National Stockpile ("Strategic Stockpile") since 2013. On May 18, 2022 the FDA approved IV TPOXX® for the treatment of smallpox. In addition to being approved by the FDA, oral TPOXX® (tecovirimat) has received regulatory approval from the European Medicines Agency ("EMA"), Health Canada, the Medicines and Healthcare Products Regulatory Agency ("MHRA") of the United Kingdom, and most recently, in December 2024, the Japanese Pharmaceuticals and Medical Devices Agency ("PMDA"). The EMA, MHRA and PMDA approved oral TPOXX® for the treatment of smallpox, monkeypox ("mpox"), cowpox, and vaccinia complications following vaccination against smallpox. Health Canada approved TPOXX® for the treatment of smallpox. TPOXX® was authorized under “exceptional circumstances” by the EMA and the MHRA, under the brand name Tecovirimat-SIGA. These regulators granted marketing authorizations under “exceptional circumstances” because it was not possible to obtain complete efficacy and safety information about the product due to the rarity of smallpox and other orthopoxviruses and because ethical considerations prevented conducting the necessary clinical studies. The Tecovirimat-SIGA marketing authorizations under “exceptional circumstances” are subject to certain specific obligations to gather additional data post-approval to help confirm the product’s safety and efficacy. All “exceptional circumstances” marketing authorizations are subject to annual reassessments that consider whether data generated pursuant to the specific obligations continue to confirm its positive benefit-risk profile. These annual reassessments determine whether the product’s marketing authorization should be maintained, changed, suspended, or withdrawn based on its benefit-risk profile. On July 24, 2025, the EMA’s Committee for Medicinal Products for Human Use (CHMP) closed its third annual reassessment for Tecovirimat-SIGA and initiated a referral procedure for the product following questions over its effectiveness in the treatment of mpox. These questions were raised following receipt of results from certain non-SIGA sponsored clinical trials evaluating tecovirimat as a potential mpox treatment including the PALM007 and STOMP clinical trials. In the referral procedure, CHMP reviewed all available data on the safety and efficacy of Tecovirimat-SIGA for all its authorized indications in order to make a recommendation to the European Commission whether the marketing authorization should be maintained, modified, suspended or withdrawn. The CHMP is expected to meet in March to issue its recommendation. The Company expects the CHMP will confirm the positive benefit-risk balance of Tecovirimat-SIGA as a treatment for smallpox, cowpox, and vaccinia complications, and maintain those indications in the product label. Regarding mpox, based on the results of the mpox clinical trials, the Company expects the CHMP will recommend withdrawal of the mpox indication. In the UK, Tecovirimat-SIGA is undergoing an annual reassessment by the MHRA. This reassessment, which is ongoing, is substantially similar to the EMA’s annual reassessment process and could result in a similar outcome. With respect to the regulatory approvals by the EMA, PMDA, MHRA and Health Canada, oral tecovirimat represents the same formulation approved by the FDA in July 2018 under the brand name TPOXX®. 2. Summary of Significant Accounting Policies Use of Estimates Management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the periods reported. The most significant estimates are the variables used in the calculation of reported amounts of revenue recognized over time. Estimates and assumptions are reviewed periodically and the effects of revisions are reflected in the financial statements in the period they are determined to be necessary. Actual results could differ from these estimates. Basis of Presentation and Consolidation The accompanying consolidated financial statements include the accounts of SIGA Technologies, Inc. and its wholly owned subsidiaries. All inter-company accounts and transactions have been eliminated in consolidation. The consolidated financial statements and related disclosures are presented in accordance with generally accepted accounting principles in the United States of America (“US GAAP”) and reflect the consolidated financial position, results of operations and cash flows for all periods presented. 51 Table of Contents Reclassifications Certain reclassifications have been made to prior year amounts to conform to the current year's presentation. Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. Concentration of Credit Risk The Company has cash in bank accounts that exceeds the Federal Deposit Insurance Corporation insured limits. The Company has not experienced any losses on its cash accounts and no allowance has been provided for potential credit losses because management believes the potential for losses is remote. For sales in certain international jurisdictions, collection of certain receivables from international government sales would be coordinated through the International Promotion Agreement with Meridian Medical Technologies ("Meridian") (see Note 3 ), under which Meridian invoices and collects payments from international customers and remits such collections, less Meridian's fees, to the Company under a quarterly process specified in the International Promotion Agreement. Accounts Receivable Accounts receivable are recorded net of provisions for doubtful accounts. At December 31, 2025 and 2024 , 75 % and 45 %, respectively, of accounts receivable represent receivables from the U.S. Government. An allowance for doubtful accounts is based on specific analysis of the receivables. At December 31, 2025 and 2024 , the Company had no allowance for doubtful accounts. Inventory Inventory is stated at the lower of cost or net realizable value. The cost is determined using the first -in, first -out (FIFO) method. The Company capitalizes inventory costs associated with the Company’s products when, based on management’s judgment, future commercialization is considered probable and the future economic benefit is expected to be realized; otherwise, such costs are expensed as research and development. Inventory is evaluated for impairment periodically to identify inventory that may expire prior to expected sale or has a cost basis in excess of its net realizable value. If certain batches or units of product do not meet quality specifications or become obsolete due to expiration or inability to meet customer minimum shelf-life requirements, the Company records a charge to write down such unmarketable inventory to its net realizable value. Property, Plant and Equipment Aside from manufacturing equipment noted below, property, plant and equipment are stated at cost, net of accumulated depreciation. Depreciation and amortization are provided on a straight-line method over the estimated useful lives of the various asset classes. The estimated useful lives are as follows: five years for laboratory equipment; three years for computer equipment; and seven years for furniture and fixtures. Leasehold improvements are amortized over the shorter of the estimated useful lives of the assets or the lease term. Maintenance, repairs and minor replacements are charged to expense as incurred. The Company purchased manufacturing equipment during Q3 2025. Depreciation on the manufacturing equipment will be calculated using the units of production method if and when the Company receives FDA approval for the associated manufacturing site. Revenue Recognition The Company accounts for revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers (“ASC 606” ). Performance Obligations . A performance obligation is a promise in a contract to transfer a distinct good or service to the customer, and is the unit of account in ASC 606. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. As of December 31, 2025 , the Company's active performance obligations, for the contracts outlined in Note 3 , consist of the following: three performance obligations relate to research and development services; and one relates to manufacture and delivery of product. Contract modifications may occur during the course of performance of our contracts. Contracts are often modified to account for changes in contract specifications or requirements. In most instances, contract modifications are for services that are not distinct, and, therefore, are accounted for as part of the existing contract. The Company’s performance obligations are satisfied over time as work progresses or at a point in time. A portion of the Company’s revenue is derived from long-term contracts that span multiple years. All of the Company’s revenue related to current research and development performance obligations as well as certain product supportive services are recognized over time, because the customer simultaneously receives and consumes the benefits provided by the services as the Company performs these services. The Company recognizes revenue related to these services based on the progress toward complete satisfaction of the performance obligation and measures this progress under an input method, which is based on the Company’s cost incurred relative to total estimated costs. Under this method, progress is measured based on the cost of resources consumed (i.e., cost of third -party services performed, cost of direct labor hours incurred, and cost of materials consumed) compared to the total estimated costs to completely satisfy the performance obligation. Incurred costs represent work performed, which corresponds with, and thereby best depicts, the transfer of control to the customer. The incurred and estimated costs used in the measure of progress include third -party services performed, direct labor hours, and material consumed. The Company accounts for shipping and handling activities as fulfillment costs rather than as an additional promised service. 52 Table of Contents Contract Estimates . Accounting for long-term contracts and grants involves the use of various techniques to estimate total contract revenue and costs. Contract estimates are based on various assumptions to project the outcome of future events that often span multiple years. These assumptions include: labor productivity; the complexity of the work to be performed; external factors such as customer behavior and potential regulatory outcomes; and the performance of subcontractors, among other variables. The nature of the work required to be performed on many of the Company’s performance obligations and the estimation of total revenue and cost at completion may be complex, subject to many variables and require significant judgment. The consideration associated with research and development services is variable as the total amount of services to be performed has not been finalized. The Company estimates variable consideration as the most likely amount to which it expects to be entitled. The Company includes estimated amounts in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur and when any uncertainty associated with variable consideration is resolved. The Company’s estimates of variable consideration and determination of whether to include estimated amounts in the transaction price are based largely on an assessment of our historical and anticipated performance, external factors, trends and all other information (historical, current and forecasted) that is reasonably available to us. A significant change in one or more of these estimates could affect the profitability of the Company’s contracts. As such, the Company reviews and updates its contract-related estimates regularly. The Company recognizes adjustments in estimated revenues, research and development expenses and cost of sales and supportive services under the cumulative catch-up method. Under this method, the impact of the adjustment on revenues, research and development expenses and cost of sales and supportive services recorded to date on a contract is recognized in the period the adjustment is identified. Contract Balances . The timing of revenue recognition, billings and cash collections may result in billed accounts receivable, unbilled receivables (contract assets) and customer advances and deposits (contract liabilities) in the consolidated balance sheets. Generally, amounts are billed as work progresses in accordance with agreed-upon contractual terms either at periodic intervals (monthly) or upon achievement of contractual milestones. Under typical payment terms of fixed price arrangements, the customer pays the Company either performance-based payments or progress payments. For the Company’s cost-type arrangements, the customer generally pays the Company for its actual costs incurred, as well as its allocated overhead and G&A costs. Such payments occur within a short period of time from billing. When the Company receives consideration, or such consideration is unconditionally due, prior to transferring goods or services to the customer under the terms of a sales contract, the Company records deferred revenue, which represents a contract liability. During the year ended December 31, 2025 , the Company recognized revenue of $ 10.7 million that was included in deferred revenue at the beginning of the period. Remaining Performance Obligations . Remaining performance obligations represent the transaction price for which work has not been performed and excludes unexercised contract options. As of December 31, 2025 , the aggregate amount of transaction price allocated to remaining performance obligations was $ 59.1 million. With respect to current obligations related to the manufacture and delivery of product, the Company expects such obligations to be mostly recognized as revenues within the next 12 months. With respect to the performance obligations related to research and development services, the Company expects such obligations to be recognized as revenue within the next three years as the specific timing for satisfying performance obligations is subjective and at times outside the Company's control. Leases The Company accounts for leases in accordance with ASC 842, Leases (“ASC 842” ). 53 Table of Contents The Company determines if an arrangement is a lease at inception. Leases with an initial term less than one year are not recorded on the balance sheet and the lease costs are recorded as an expense on a straight-line basis over the lease term. Operating leases with terms greater than one year result in a lease liability recorded in other liabilities with a corresponding right-of-use ("ROU") asset recorded in property, plant and equipment. Operating lease liabilities are recognized at the commencement date based on the present value of future minimum lease payments over the lease term. ROU assets are recognized based on the corresponding lease liabilities adjusted for qualifying initial direct costs, prepaid or accrued lease payments and unamortized lease incentives. The Company has lease agreements with lease and non-lease components, which are accounted for as a single lease. Lease terms may include options to extend or terminate the lease which are incorporated into the Company's measurement when it is reasonably certain that the Company will exercise the option. Research and Development Research and development expenses include costs directly and indirectly attributable to the conduct of research and development programs, and performance pursuant to certain customer contracts, including employee related costs, materials, supplies, depreciation and maintenance of equipment, the cost of services provided by outside contractors, including services related to the Company’s clinical trials and facility costs, such as rent, utilities, and general support services. All costs associated with research and development are expensed as incurred. Costs related to the acquisition of technology rights, for which development work is still in process, and that have no alternative future uses, are expensed as incurred. Goodwill The Company evaluates goodwill for impairment at least annually or as circumstances warrant. The impairment review process compares the fair value of the reporting unit in which goodwill resides to its carrying value. The Company operates as one business and one reporting unit. Therefore, the goodwill impairment analysis is performed on the basis of the Company as a whole, using the market capitalization of the Company as an estimate of its fair value. Share-based Compensation The Company measures all stock-based awards granted to employees and directors based on the fair value on the date of the grant and recognizes the corresponding compensation expense of those awards over the requisite service period, which is generally the vesting period of the respective award. Over the past three years, the Company has issued stock options, restricted stock units (“RSU’s”) and performance or market condition share awards ("PSU’s"). Stock options and RSUs only have service-based vesting conditions, and the Company records the expense for these awards using the straight-line method. PSUs may have multiple tranches, each with certain performance conditions or market capitalization or stock price milestones and service-based vesting conditions. In the event a performance condition for a specific tranche is unknown, the Company will not consider the awards associated with that specific tranche granted until the performance condition is known. Once a performance condition is known for a PSU, the Company will record expense for these awards over the remaining service period once it is estimated that at least a portion of the performance condition will be met. The fair value of each stock option grant is determined using the Black-Scholes option-pricing model, which uses as inputs the fair value of our common stock and assumptions we make for the volatility of its common stock, the expected term of the stock options, the risk-free interest rate for a period that approximates the expected term of the stock options and the expected dividend yield. The fair value of RSU awards is determined by the value of our common stock and is recognized based on the portion of the requisite service period satisfied as of each valuation date. The fair valuation of the cash-settled awards changes based on changes in our common stock price. The portion of cash-settled RSUs that is recognized based on service period is reflected in accrued expenses and other current liabilities in our consolidated balance sheet. Increases (or decreases) in accrued expenses result in adjustments to earnings for the associated valuation updates. The fair value of the PSUs is estimated based on the conditions of the award. Market based awards are valued using a Monte-Carlo valuation simulation through a third party. Similar to stock options, the Company makes assumptions for the volatility of its common stock, the expected term of the PSUs, the risk-free interest rate for a period that approximates the expected term of the PSUs and the expected dividend yield. The compensation expense for these types of PSUs is recognized using an accelerated amortization model. Performance based PSU awards, once the performance condition is known, are valued at each reporting period, and the amount of stock-based compensation expense is based on the probability of achievement against the pre-established performance measures and if necessary, a cumulative catch-up adjustment for expense is recorded to reflect any revised estimates regarding the probability of achievement. Income Taxes The Company recognizes income taxes utilizing the asset and liability method of accounting for income taxes. Under this method, deferred income taxes are recorded for temporary differences between financial statement carrying amounts and the tax basis of assets and liabilities at enacted tax rates expected to be in effect for the years in which the differences are expected to reverse. A valuation allowance is established if it is more likely than not that some or the entire deferred tax asset will not be realized. The recognition of a valuation allowance for deferred taxes requires management to make estimates and judgments about the Company’s future profitability which are inherently uncertain. The Company may recognize tax benefits from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. The tax benefits recognized in the financial statements from such position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. The Company re-evaluates uncertain tax positions and considers factors, including, but not limited to, changes in tax law, the measurement of tax positions taken or expected to be taken on tax returns, and changes in circumstances related to a tax position. The Company recognizes interest and penalties related to income tax matters in income tax expense. 54 Table of Contents Repurchase of shares When shares recognized as equity are repurchased, the amount of the consideration paid, which includes directly attributable costs, is recognized as a deduction from equity. The excess of the purchase price above par value of repurchased shares that are retired is presented as an increase to accumulated deficit (or a reduction of retained earnings, if any). Earnings (Loss) per Share Basic earnings per share is computed by dividing net income (loss) by the weighted-average number of common shares outstanding during the period. Diluted earnings per share is computed by dividing net income (loss) by the weighted-average number of common shares outstanding during the period, assuming potentially dilutive common shares from option exercises, RSUs, and other incentives had been issued and any proceeds received in respect thereof were used to repurchase common stock at the average market price during the period. The assumed proceeds used to repurchase common stock is the sum of the amount to be paid to the Company upon exercise of options and the amount of compensation cost attributed to future services not yet recognized. Fair Value of Financial Instruments The carrying value of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses and other current liabilities approximates fair value due to the relatively short maturity of these instruments. The measurement of fair value requires the use of techniques based on observable and unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect our market assumptions. The inputs create the following fair value hierarchy: • Level 1 – Quoted prices for identical instruments in active markets. • Level 2 – Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations where inputs are observable or where significant value drivers are observable. • Level 3 – Instruments where significant value drivers are unobservable to third parties. There were no transfers between levels of the fair value hierarchy during 2025 or 2024 . As of December 31, 2025 and December 31, 2024 , the Company had approximately $ 55.8 million and $ 53.5 million, respectively, of cash equivalents classified as Level 1 financial instruments. There were no Level 2 or Level 3 financial instruments as of December 31, 2025 or December 31, 2024 . For the years ended December 31, 2025, 2024 and 2023 , interest income of $ 6.7 million, $ 6.1 million and $ 4.2 million, respectively, was included in Other income, net on the Consolidated Statements of Operations and Comprehensive Income. Loss Contingencies The Company is subject to certain contingencies arising in the ordinary course of business. The Company records accruals for these contingencies to the extent that a loss is both probable and reasonably estimable. If some amount within a range of loss appears to be a better estimate than any other amount within the range, that amount is accrued. Alternatively, when no amount within a range of loss appears to be a better estimate than any other amount, the lowest amount in the range is accrued. The Company expenses legal costs associated with loss contingencies as incurred. We record anticipated recoveries under existing insurance contracts when recovery is assured. 55 Table of Contents Segment Information The Company is managed and operated as one business. The entire business is managed by a single management team that reports to the Chief Executive Officer, who is the Chief Operating Decision Maker ("CODM"). Refer to Note 11 for further information on the Company's reportable segment. Recent Accounting Pronouncements In December 2023, the FASB issued ASU No. 2023 - 09, “Income Taxes (Topic 740 ): Improvements to Income Tax Disclosures” (“ASU 2023 - 09” ). ASU 2023 - 09 requires more disaggregated income tax disclosures, including (i) the income tax rate reconciliation using both percentages and reporting currency amounts; (ii) specific categories within the income tax rate reconciliation; (iii) additional information for reconciling items that meet a quantitative threshold; (iv) the composition of state and local income taxes by jurisdiction; and (v) the amount of income taxes paid disaggregated by jurisdiction. ASU 2023 - 09 became effective for our fiscal year ending December 31, 2025 and the Company applied the amendments retrospectively to all prior periods presented in our consolidated financial statements. See Note 10 – Income Taxes. In November 2024, the FASB issued ASU 2024 - 03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220 - 40 ): Disaggregation of Income Statement Expenses , requiring public entities to disclose additional information about specific expense categories in the notes to the consolidated financial statements on an interim and annual basis. ASU 2024 - 03 is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2024 - 03. 3. Procurement Contracts and Research Agreements 19C BARDA Contract On September 10, 2018, the Company entered into a contract with the U.S. Biomedical Advanced Research and Development Authority ("BARDA") pursuant to which SIGA agreed to deliver up to 1,488,000 courses of oral TPOXX® to the Strategic Stockpile, and to manufacture and deliver to the Strategic Stockpile, or store as vendor-managed inventory, up to 212,000 courses of IV TPOXX®. In October 2023, the contract was modified so that a course of IV TPOXX® was redefined within the contract from being 14 vials to being 28 vials; as such, the 19C BARDA Contract currently specifies 106,000 courses of IV TPOXX® (for the same payment amount as originally specified). In addition to the delivery of TPOXX® courses, the contract includes funding from BARDA for a range of activities, including: advanced development of IV TPOXX®, post-marketing activities for oral and IV TPOXX®, development of a pediatric formulation, support for manufacturing activities, and procurement activities. On April 8, 2025, total payments contemplated under the contract with BARDA were increased by $ 14.3 million to add funding for activities supporting manufacturing. On June 3, 2025, total payments contemplated under the contract with BARDA were increased by $ 13.2 million in connection with the development of the pediatric formulation of TPOXX®. As of December 31, 2025 , the contract with BARDA (as amended, modified, or supplemented from time to time, the "19C BARDA Contract") contemplates up to approximately $ 630 million of payments, of which approximately $ 79.2 million of payments are included within the base period of performance, approximately $ 545.2 million of payments are related to exercised options, and up to approximately $ 5.6 million of payments are currently specified as unexercised options. BARDA may choose in its sole discretion when, or whether, to exercise any of the unexercised options. The period of performance for options is up to ten years from the date of entry into the 19C BARDA Contract and such options could be exercised at any time during the contract term. The base period of performance specifies potential payments of approximately $ 79.2 million for the following activities: payments of approximately $ 11.1 million for the delivery of approximately 35,700 courses of oral TPOXX® to the Strategic Stockpile; payments of $ 8.0 million for the manufacture of 10,000 courses (as currently defined within the contract as being 28 vials) of final drug product of IV TPOXX® ("IV FDP"), of which $ 3.2 million of payments are related to the manufacture of bulk drug substance ("IV BDS") to be used in the manufacture of IV FDP; payments of approximately $ 59.5 million to fund reimbursed activities; and payments of approximately $ 0.6 million for supportive procurement activities. As of December 31, 2025 , the Company had received $ 11.1 million for the delivery of approximately 35,700 courses of oral TPOXX® to the Strategic Stockpile, $ 3.2 million for the manufacture of IV BDS, $ 4.8 million for the delivery of IV FDP to the Strategic Stockpile and $ 31.2 million for other base period activities. IV BDS has been used for the manufacture of courses of IV FDP. The $ 3.2 million received for the completed manufacture of IV BDS had been recorded as deferred revenue as of December 31, 2021, but with the delivery of IV FDP to the Strategic Stockpile during 2022, $ 2.9 million was recognized as revenue. The remaining $ 0.3 million of deferred revenue was recognized in the second quarter of 2024 as the IV FDP containing such IV BDS was delivered to and accepted by the Strategic Stockpile. The options that have been exercised as of December 31, 2025 , provide for payments up to approximately $ 545.2 million. As of December 31, 2025 , there are exercised options for the following activities: payments up to $ 450.2 million for the manufacture and delivery of up to 1.5 million courses of oral TPOXX®; payments up to $ 76.8 million for the manufacture of courses of IV FDP; payments of up to approximately $ 3.6 million to fund post-marketing activities for IV TPOXX®; and payments of up to $ 14.6 million for funding of post-marketing activities for oral TPOXX®. As of December 31, 2025 , a cumulative total of $ 450.2 million of oral TPOXX® has been delivered to the Strategic Stockpile and accepted; a cumulative total of $ 61.4 million of IV BDS or IV FDP has been either set aside in inventory or delivered to the Strategic Stockpile and accepted (IV BDS that has been set aside has been recorded as deferred revenue and will be recognized as revenue when the IV BDS is manufactured as IV FDP and delivered); and the Company has been cumulatively reimbursed $ 10.9 million in connection with post-marketing activities for oral and IV TPOXX®. Unexercised options specify potential payments up to approximately $ 5.6 million in total (if all such options are exercised), all of which relates to supportive activities that we currently do not expect to be required. 56 Table of Contents The options related to IV TPOXX® were divided into two primary manufacturing steps. There were options related to the manufacture of bulk drug substance (“IV BDS Options”), and there were corresponding options (for the same number of IV courses) for the manufacture of final drug product (“IV FDP Options”). BARDA had the sole discretion to choose to exercise any, all, or none of these options. The 19C BARDA Contract included: three separate IV BDS Options, each providing for the bulk drug substance equivalent of 32,000 courses (as currently defined within the contract) of IV TPOXX®; and three separate IV FDP Options, each providing for 32,000 courses of final drug product of IV TPOXX®. BARDA had the sole discretion as to whether to simultaneously exercise IV BDS Options and IV FDP Options, or whether to exercise options at different points in time (or alternatively, to only exercise the IV BDS Option but not the IV FDP Option). To date, BARDA has exercised all three IV BDS options and all three IV FDP options. Revenues in connection with the 19C BARDA Contract are recognized either over time or at a point in time. Performance obligations related to product delivery generate revenue at a point in time. Revenue from other performance obligations under the 19C BARDA Contract are recognized over time using an input method using costs incurred to date relative to total estimated costs at completion. For the years ended December 31, 2025 and 2024 , the Company recognized revenues of $ 9.6 million and $ 5.4 million, respectively, on an over time basis. In contrast, revenue recognized for product delivery and therefore at a point in time for the years ended December 31, 2025 and 2024 , was $ 79.1 million and $ 100.1 million, respectively. U.S. Department of Defense Procurement Contracts In 2024, the Company had sales of approximately $ 10 million with the U.S. Department of Defense ("DoD") (also known as the Department of War). Sales consisted mostly of delivery of oral TPOXX®, with a minor amount of IV TPOXX® delivered. Over the past four years, the Company has received three procurement contracts from the DoD, totaling $ 28 million in value, mostly in connection with the manufacture and delivery of oral TPOXX®. All deliveries specified under these contracts have been fulfilled. 57 Table of Contents International Sales Activity Revenue in connection with international procurement contracts for the delivery of product are recognized at a point in time on a gross basis, as the Company acts as the principal in the transaction. During the year ended December 31, 2025 , the Company recognized $ 5.8 million of sales in connection with international contracts for which the Company was the counterparty to the contract. During the year ended December 31, 2024 , the Company recognized $ 23.0 million of sales in connection with international contracts. For international sales in the first and second quarters of 2024, Meridian was the counterparty to contracts under which the sales were made. For international sales in the third and fourth quarters of 2024, the Company was the counterparty to the contracts under which the sales were made. International Promotion Agreement Under the terms of the current International Promotion Agreement, which was amended on March 27, 2024, and effective June 1, 2024, and further amended on August 30, 2024, the Company has primary responsibility for the advertising, promotion and sale of oral TPOXX® in all geographic regions. Meridian has limited, non-exclusive rights to advertise, promote, offer for sale and sell oral TPOXX® in the European Economic Area, Australia, Japan, Switzerland, the United Kingdom and the Association of Southeast Asian Nations and its member states (collectively, the “Current Territory”). Meridian also performs non-promotional activities under specified contracts with third parties entered into prior to June 1, 2024, that provide for the sale of oral TPOXX® in the Current Territory. The International Promotion Agreement entitles Meridian to receive a fee equal to a high single digit percentage of collected proceeds (whether collected by Meridian or the Company), net of certain expenses, of sales of oral TPOXX® in the Current Territory in the field of use specified in the International Promotion Agreement. The International Promotion Agreement has a fixed term that expires on May 31, 2026, with no automatic renewal. Under the terms of the original International Promotion Agreement ("Pre-amendment International Promotion Agreement"), which had an initial term that expired on May 31, 2024, Meridian had been granted exclusive rights to market, advertise, promote, offer for sale, or sell oral TPOXX® in a field of use specified in the International Promotion Agreement in all geographic regions except for the United States (the “Territory”), and Meridian agreed not to commercialize any competing product, as defined in the Pre-amendment International Promotion Agreement, in the specified field of use in the Territory. Under the Pre-amendment International Promotion Agreement, as well as the current International Promotion Agreement, SIGA has always retained ownership, intellectual property, distribution and supply rights and regulatory responsibilities in connection with TPOXX®, and, in the United States market, also retained sales and marketing rights with respect to oral TPOXX®. SIGA’s consent is required prior to the entry by Meridian into any sales arrangement pursuant to the International Promotion Agreement. Sales to international customers pursuant to the Pre-amendment International Promotion Agreement were invoiced and collected by Meridian, and such collections were remitted, less Meridian's fees, to the Company under a quarterly process specified in the Pre-amendment International Promotion Agreement; and Meridian was entitled to a specified percentage of the collected proceeds of sales of oral TPOXX®, net of certain expenses, for calendar years in which customer collected amounts net of such expenses were less than or equal to a specified threshold, and to a higher specified percentage of such collected net proceeds for calendar years in which such net collected amounts exceeded the specified threshold. Subsequent to June 1, 2024, only specified procurement contracts for the Current Territory entered into prior to June 1, 2024, continue to involve Meridian invoicing and collecting proceeds, and retaining a fee pursuant to the International Promotion Agreement. 58 Table of Contents 4. Inventory Inventory consisted of the following: As of December 31, 2025 December 31, 2024 Raw materials $ 1,015,805 $ 134,535 Work in-process 41,234,186 40,417,411 Finished goods 6,804,882 9,011,934 Inventory $ 49,054,873 $ 49,563,880 During the years ended December 31, 2025, 2024 and 2023 , the Company wrote down approximately $ 1.8 million, $ 0.5 million, and $ 0.5 million, respectively, of inventory. In addition, during the years ended December 31, 2025 and 2024 , the Company recognized recoveries of approximately $ 0.5 million, and $ 0.2 million, respectively, from a contract manufacturing organization associated with previous losses of inventory. The Company did not recognize any recoveries for previous losses of inventory during the year ended December 31, 2023 . 5. Property, Plant and Equipment Property, plant and equipment consisted of the following: As of December 31, 2025 December 31, 2024 Leasehold improvements $ 2,420,028 $ 2,420,028 Computer equipment 471,298 450,511 Furniture and fixtures 314,434 347,045 Manufacturing Equipment 289,575 — Operating lease right-of-use asset 4,141,333 4,141,333 7,636,668 7,358,917 Less-accumulated depreciation ( 6,545,844 ) ( 6,060,494 ) Property, plant and equipment, net $ 1,090,824 $ 1,298,423 Depreciation and amortization expense on property, plant, and equipment was $ 0.6 million for the year ended December 31, 2025 , and $ 0.5 million for each of the years ended December 31, 2024 and 2023 . 6. Accrued Expenses Accrued expenses and other current liabilities consisted of the following: As of December 31, 2025 December 31, 2024 Compensation $ 3,302,176 $ 637,750 Other 696,110 2,160,177 Accrued dividends on unvested equity property 674,865 269,720 Lease liability , current portion 595,169 546,820 Research and development vendor costs 583,055 446,412 Professional fees 423,803 1,473,956 Inventory 244,879 105,275 Accrued expenses and other current liabilities $ 6,520,057 $ 5,640,110 59 Table of Contents 7. Per Share Data The Company computes, presents and discloses earnings per share in accordance with the authoritative guidance which specifies the computation, presentation and disclosure requirements for earnings per share of entities with publicly held common stock or potential common stock. The objective of basic EPS is to measure the performance of an entity over the reporting period by dividing income (loss) by the weighted average shares outstanding. The objective of diluted EPS is consistent with that of basic EPS, except that it also gives effect to all potentially dilutive common shares outstanding during the period. The following is a reconciliation of the basic and diluted earnings (loss) per share computation: Year Ended December 31, 2025 2024 2023 Net income for basic earnings per share $ 23,279,143 $ 59,214,216 $ 68,068,826 Weighted-average shares 71,528,043 71,253,172 71,362,209 Effect of potential common shares 339,584 652,540 317,061 Weighted-average shares: diluted 71,867,627 71,905,712 71,679,270 Earnings per share: basic $ 0.33 $ 0.83 $ 0.95 Earnings per share: diluted $ 0.32 $ 0.82 $ 0.95 For the years ended December 31, 2025 , December 31, 2024 and December 31, 2023 , weighted-average diluted shares include the dilutive effect of in-the-money options and stock-settled RSUs. The dilutive effect of stock-settled RSUs and options is calculated based on the average share price for each fiscal period using the treasury stock method. Under the treasury stock method, the amount the employee must pay for exercising stock options, the average amount of compensation cost for future service that the Company has not yet recognized, and the amount of tax benefits that would be recorded in additional paid-in capital when the award becomes deductible, are collectively assumed to be used to repurchase shares. Cash-settled RSUs were presumed to be cash-settled and therefore excluded from the diluted earnings per share calculations for the years ended December 31, 2025, 2024 and 2023 because the net effect of their inclusion, including the elimination of the impact in the operating results of the change in fair value of these RSUs, would have been anti-dilutive. Performance-based RSUs were excluded from the diluted earnings per share calculations for the year ended December 31, 2025 , as a result of the associated metrics/contingencies not being achieved. For the years ended December 31, 2025, 2024 and 2023 , the weighted average number of shares under the cash-settled RSUs and performance-based RSUs excluded from the calculation of diluted earnings per share was 284,205 , 48,642 , and 32,660 , respectively. 60 Table of Contents 8. Stockholders’ Equity On December 31, 2025 , the Company’s authorized share capital consisted of 620,000,000 shares, of which 600,000,000 are designated common shares and 20,000,000 are designated preferred shares. The Company’s Board of Directors is authorized to issue preferred shares in series with rights, privileges and qualifications of each series determined by the Board. As of December 31, 2025 and 2024 , no preferred shares were outstanding or issued. On August 2, 2021, the Company's Board of Directors authorized a share repurchase program ("Repurchase Authorization") under which the Company could repurchase up to $ 50 million of the Company's common stock through December 31, 2023. The Company started repurchasing shares under this program in the fourth quarter of 2021. Repurchases under the Repurchase Authorization were made from time to time at the Company's discretion. The timing and actual number of shares repurchased depended on a variety of factors, including: timing of procurement orders under government contracts; alternative opportunities for strategic uses of cash; the stock price of the Company’s common stock; market conditions; alternative capital management uses of cash; and other corporate liquidity requirements and priorities. On December 31, 2023, the Repurchase Authorization expired. During the year ended December 31, 2023 , the Company repurchased approximately 1.7 million shares of common stock under the Repurchase Authorization for approximately $ 11.0 million. In addition, during the year ended December 31, 2023 , the Company recorded approximately $ 0.1 million of excise tax associated with the repurchase of common stock. On April 8, 2025, the Board of Directors declared a special dividend of $ 0.60 per share on the common stock of the Company, which resulted in an overall dividend payment of approximately $ 43 million. The special dividend was paid on May 15, 2025 to shareholders of record at the close of business on April 29, 2025. 61 Table of Contents 9. Stock Compensation Plans The Company’s 2010 Stock Incentive Plan (the “2010 Plan”) was initially adopted in May 2010. The 2010 Plan provided for the issuance of stock options, restricted stock and unrestricted stock with respect to an aggregate of 2,000,000 shares of the Company’s common stock to employees, consultants and outside directors of the Company. On May 17, 2011, the 2010 Plan was amended to provide for the issuance of RSUs and on February 2, 2012, the 2010 Plan was amended to provide for the issuance of stock-settled stock appreciation rights ("SSARs"). Effective April 25, 2012 and May 23, 2017, the 2010 Plan was amended to increase the maximum number of shares of common stock available for issuance to an aggregate of 4,500,000 shares and 8,500,000 shares, respectively. The vesting period for awards granted under the 2010 Plan is determined by the Compensation Committee of the Board of Directors. The Compensation Committee also determines the expiration date of each equity award; however, stock options may not be exercisable more than ten years after the date of grant as the maximum term of equity awards issued under the 2010 Plan is ten years. For the years ended December 31, 2025, 2024 and 2023 , the Company recorded stock-based compensation expense, including stock options, PSUs, and RSUs, of approximately $ 3.7 million, $ 3.6 million and $ 2.1 million, respectively. Stock Options Stock option awards provide holders the right to purchase shares of Common Stock at prices determined by the Compensation Committee, at the time of grant, and must have an exercise price equal to or in excess of the fair market value of the Company’s common stock at the date of grant. The fair value of options granted is estimated at the date of grant. Expected volatility has been estimated using the historical volatility of the Company's common stock using historical periods equivalent to the options’ expected lives. The expected dividend yield assumption reflects that the Company does not have a recurring dividend program. The risk-free interest rate assumption is based upon observed interest rates for securities with maturities approximating the options’ expected lives. The expected life was estimated based on historical experience and expectation of employee exercise behavior in the future giving consideration to the contractual terms of the award. The fair value of stock options issued under our stock plan have been estimated with the following assumptions: Year Ended December 31, 2025 Weighted Average Expected Life (in Years) 10 Risk-free Interest Rate 4.3 % Volatility 74.4 % Dividend Yield 0 % A summary of the Company’s stock option activity is as follows: Weighted Weighted Average Average Aggregate Number of Exercise Remaining Life Intrinsic Options Price (in years) Value Outstanding at January 1, 2025 (1) 694,914 $ 4.99 Granted 34,657 5.50 Exercised — — Canceled/Expired — — Outstanding at December 31, 2025 729,571 $ 5.02 7.51 $ 956,848 Vested and Expected to Vest at December 31, 2025 729,571 $ 5.02 7.51 $ 956,848 Exercisable at December 31, 2025 431,183 $ 5.13 7.09 $ 518,504 ( 1 ) Balances as of January 1, 2025 differ from those as of December 31, 2024 presented in the Company's 2024 Form 10 -K due to the special dividend paid during 2025. In connection with the dividend, the number of options and the weighted average exercise price were adjusted pursuant to the terms of the Company's 2010 Plan. As of December 31, 2025 , the remaining unrecognized stock-based compensation cost related to stock options expected to be recognized is $ 0.6 million. The total fair value of stock options which vested during the years ended December 31, 2025 and 2024 was approximately $ 1,233,092 and $ 24,964 , respectively. There were no stock options exercised during the years ended December 31, 2025 and December 31, 2024. The stock options exercised during the year ended December 31, 2023 had an intrinsic value of less than $ 0.1 million. The intrinsic value represents the amount by which the market price of the underlying stock exceeds the exercise price of an option. 62 Table of Contents Restricted Stock Units RSUs awarded to employees vest on schedules of between one year and three years, and RSUs awarded to directors of the Company vest over a one -year period. A summary of the Company’s RSU activity is as follows: Weighted Average Number of Grant-Date RSUs Fair Value Outstanding at January 1, 2025 (1) 450,162 $ 6.58 Granted (2) 631,560 5.66 Vested and released ( 306,833 ) 6.92 Canceled/Expired ( 1,212 ) 5.58 Outstanding at December 31, 2025 (2) 773,677 $ 5.69 ( 1 ) includes 40,075 awards which were settled in cash. ( 2 ) includes 50,645 awards which were expected to be settled in cash. As of December 31, 2025 , $ 2.8 million of total remaining unrecognized stock-based compensation cost related to RSUs is expected to be recognized over the weighted-average remaining requisite service period of 1.7 years. The weighted average fair value at the date of grant for restricted stock awards granted during the years ended December 31, 2025 , 2024 and 2023 was $ 5.66 , $ 5.51 and $ 6.14 per share, respectively. The total fair value of restricted stock and restricted stock units vested and released during the years ended December 31, 2025, 2024 and 2023 was approximately $ 2.0 million, $ 2.6 million and $ 1.9 million, respectively. Restricted Stock Units with a Performance or Market Condition In the year ended December 31, 2025 , the Company issued PSUs to certain executives, which provided the right to receive shares of common stock, upon achievement of performance milestones to be determined and service over a three -year performance period ending March 2027. A total of 387,762 PSUs were awarded with 1/3 being based on the achievement of a performance condition within the period of one year from issuance. The performance conditions for the remaining 2/3 of the 2025 award will be determined at a future date. The PSUs that are conditionally earned will become vested if the executive remains in service with the Company through the third anniversary of the issuance date. The annual performance conditions are established in March of each year. Therefore, in accordance with ASC 718, Compensation – Stock compensation, the grant date (and fair value measurement date) for each Tranche Year is the date in March of each year when a mutual understanding of the key terms and conditions are reached. At each reporting period, the amount of stock-based compensation is determined based on the probability of achievement against the pre-established performance measures and if necessary, a cumulative catch-up adjustment is recorded to reflect any revised estimates regarding the probability of achievement. The following table summarizes the unvested performance or market condition stock unit activity for the year ended December 31, 2025: Weighted Average Number of Grant-Date RSUs Fair Value Outstanding at January 1, 2025 139,338 $ 3.54 Granted (1) 129,254 5.45 Vested and released ( 6,920 ) 7.20 Canceled/Expired — — Outstanding at December 31, 2025 (1) 261,672 $ 4.39 ( 1 ) excludes 258,508 awards which were not considered granted as the performance condition is not known. As of December 31, 2025 , there is no remaining unrecognized stock-based compensation cost related to PSUs outstanding to be recognized. The weighted average fair value at the date of grant for PSUs granted during the years ended December 31, 2025 and 2024 was $ 5.45 and $ 3.35 per share, respectively. There were no PSUs granted during the year ended December 31, 2023 . The total fair value of PSUs vested and released during the years ended December 31, 2025 and 2024 was approximately $ 0.1 million, and $ 0.4 million, respectively. 63 Table of Contents 10. Income Taxes The components of income before provision for income taxes are as follows: For the year ended December 31, 2025 2024 2023 Domestic $ 30,332,374 $ 76,037,694 $ 87,700,647 Foreign 49,646 32,696 76,026 Income before income taxes $ 30,382,020 $ 76,070,390 $ 87,776,673 The provision for income taxes consists of the following: For the year ended December 31, 2025 2024 2023 Current Tax Expense: U.S. Federal $ 401,196 $ 16,526,685 $ 23,698,658 State and local 264,575 131,813 792,477 Foreign 10,924 4,260 14,445 Total current tax expense $ 676,695 $ 16,662,758 $ 24,505,580 Deferred Tax Expense (Benefit): U.S. Federal $ 6,423,013 $ 294,028 $ ( 4,711,556 ) State and local 3,169 ( 100,612 ) ( 86,177 ) Foreign — — — Total deferred tax expense (benefit) $ 6,426,182 $ 193,416 $ ( 4,797,733 ) Total provision for income taxes $ 7,102,877 $ 16,856,174 $ 19,707,847 The effective income tax rate differs from the federal statutory income tax rate of 21 % as follows: For the year ended December 31, 2025 2024 2023 Amount Percent Amount Percent Amount Percent U.S. Federal Statutory Rate $ 6,380,224 21.0 % $ 15,974,780 21.0 % $ 18,433,101 21.0 % State Income Taxes, net of Federal Effect (1) 129,342 0.4 % 75,573 0.1 % 53,680 0.1 % Nontaxable or nondeductible items: Executive compensation 701,870 2.3 % 1,122,154 1.5 % 389,494 0.4 % Other ( 57,828 ) -0.2 % 203,399 0.3 % 279,437 0.3 % Effect of cross-border tax laws ( 134,354 ) -0.4 % ( 466,620 ) -0.6 % — 0.0 % Changes in unrecognized tax benefits 82,826 0.3 % ( 50,506 ) -0.1 % 504,052 0.6 % Other 299 0.0 % — 0.0 % 49,604 0.1 % Foreign Tax Effects 498 0.0 % ( 2,606 ) 0.0 % ( 1,521 ) 0.0 % Total $ 7,102,877 23.4 % $ 16,856,174 22.2 % $ 19,707,847 22.5 % ( 1 ) State income taxes in Oregon and Texas comprise the majority (greater than 50% ) of the tax effect in this category. 64 Table of Contents Deferred income taxes reflect the net tax effects of loss and credit carryforwards and temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of our deferred tax assets for federal and state income taxes are as follows: For the year ended December 31, 2025 2024 Deferred Tax Assets: State Net operating losses $ 1,163,061 $ 1,166,400 Inventory 403,591 400,783 Reserves and Accruals 687,598 85,716 Shared-based compensation 461,581 539,738 Fixed assets 123,287 28,213 Deferred revenue 2,314,452 2,232,060 Capitalized R&D 7,474 7,028,480 Lease liability 171,597 294,503 Other 522,739 500,726 Deferred tax assets before valuation allowance $ 5,855,380 $ 12,276,619 Less: valuation allowance ( 918,818 ) ( 921,456 ) Total deferred tax assets, net of valuation allowance $ 4,936,562 $ 11,355,163 Deferred Tax Liabilities: Amortization of goodwill ( 203,042 ) ( 194,093 ) Other ( 305,001 ) ( 306,368 ) Total deferred tax liabilities $ ( 508,043 ) $ ( 500,461 ) Net deferred tax assets (liabilities) $ 4,428,519 $ 10,854,702 The Company's valuation allowance decreased by $ 2,638 during the year ended December 31, 2025 . Income taxes paid, net of refunds received consisted of the following: For the year ended December 31, 2025 2024 2023 U.S. Federal $ 8,000,300 $ 30,254,812 $ 3,347,492 State and Local 187,836 94,579 145,032 Foreign 12,837 8,356 8,349 Net cash paid for income taxes $ 8,200,973 $ 30,357,747 $ 3,500,873 65 A reconciliation of the beginning and ending amount of unrecognized tax benefits, excluding interest and penalties, is as follows: For the year ended December 31, 2025 2024 2023 Beginning Balance $ 4,692,629 $ 5,081,610 $ 5,103,548 Additions 4,133 51,227 — Reductions — — ( 17,096 ) Settlements — — — Lapses in statutes of limitations ( 998,649 ) ( 440,208 ) ( 4,842 ) Ending Balance $ 3,698,113 $ 4,692,629 $ 5,081,610 During the years ended December 31, 2025 and 2024 , the Company recorded an income tax expense of $ 431,000 and $ 101,000 , respectively, related to the accrual of interest and penalties. On July 4, 2025, President Trump signed OBBBA into law. The OBBBA makes permanent many of the provisions previously enacted as part of the 2017 Tax Cut and Jobs Act that were set to expire at the end of 2025 and includes other changes to certain U.S. corporate tax provisions including the restoration of immediate expensing for domestic research and development expenditures and the reinstatement of 100% bonus depreciation for qualified property. In accordance with the authoritative guidance under ASC 740, the Company is required to recognize the effects of the enacted tax law changes in its income tax provision in the period enacted. Although the OBBBA had many taxpayer-favorable provisions, the OBBBA did not have a material impact on the Company’s effective tax rate. The Company files income tax returns in the U.S. federal jurisdiction and various state and local tax jurisdictions. The federal tax years open to examination are 2022 to 2025. The Company's state and local tax years that are open to tax examination are generally 2021 to 2025. 66 Table of Contents 11. Segment and Geographic Information The Company operates in one single operating and reportable segment, which includes all activities related to the sale of the Company’s Oral and IV TPOXX® as well as research and development services. The Company derives revenue primarily from sales to the U.S. Government as well as international governments (including government affiliated entities) and manages the business activities on a consolidated basis. The segment derives revenues from customers through the delivery of product and fulfillment of research and development services. The CODM assesses performance for the segment and decides how to allocate resources based on net income that also is reported on the income statement as consolidated net income. Consolidated net income is also a measure that is considered in monitoring budget versus actual results. The CODM does not review assets in evaluating the results of the segment, and therefore, such information is not presented. The following table provides the operating result of the Company's segment: For the years ended December 31, 2025 2024 2023 Revenue Product sales and supportive services $ 88,048,145 $ 133,330,181 $ 130,668,209 Research and development 6,526,757 5,389,169 9,249,011 Total revenues 94,574,902 138,719,350 139,917,220 Less: Cost of sales and supportive services 29,703,893 31,289,229 17,825,090 Employee expenses 16,996,975 16,887,020 13,058,095 R&D vendor expenses 9,062,714 2,684,593 7,320,157 Professional fee expenses 3,128,215 3,837,929 4,820,843 International promotion fees - 3,098,402 3,938,867 Other segment items (1) 12,031,171 10,969,376 9,350,641 Interest income ( 6,730,086 ) ( 6,117,589 ) ( 4,173,146 ) Income tax expense 7,102,877 16,856,174 19,707,847 Net income $ 23,279,143 $ 59,214,216 $ 68,068,826 ( 1 ) Other segment items include insurance, business development costs, regulatory and consultant expenses, as well as various general corporate costs. Revenues by geographic region were as follows: For the year ended December 31, 2025 2024 2023 United States $ 88,753,655 $ 115,743,994 $ 118,650,253 International Asia-Pacific — 13,857,043 966,633 Canada 5,821,247 737,677 — Europe, Middle East and Africa (EMEA) — 8,380,636 20,300,334 Total International 5,821,247 22,975,356 21,266,967 Total revenues $ 94,574,902 $ 138,719,350 $ 139,917,220 67 Table of Contents 12. Commitments and Contingencies Operating lease commitments The Company leases its Corvallis, Oregon, office space under an operating lease which was signed on November 3, 2017 and commenced on January 1, 2018. The initial term of this lease was to expire on December 31, 2019, after which the Company had two successive renewal options; one for two years and the other for three years. In the second quarter of 2019, the Company exercised the first renewal option, which extended the lease expiration date to December 31, 2021. In the second quarter of 2021, the Company exercised the second renewal option, which extended the lease expiration date to December 31, 2024. In the second quarter of 2024, the Company entered into an additional addendum, which extended the lease expiration date to December 31, 2026. In connection with this additional addendum, the Company recorded an increase to operating lease right-of-use assets and operating lease liabilities of approximately $ 0.5 million in the second quarter of 2024. The Company had a lease for the same location prior to this lease. On May 26, 2017 the Company and MacAndrews & Forbes Incorporated ("M&F") entered into a ten -year office lease agreement (the “New HQ Lease”), pursuant to which the Company agreed to lease 3,200 square feet at 31 East 62nd Street, New York, New York. The Company is utilizing premises leased under the New HQ Lease as its corporate headquarters. The Company has no leases that qualify as finance leases. Operating lease costs totaled $ 0.6 million for each of the years ended December 31, 2025 and 2024 . Cash paid for amounts included in the measurement of lease liabilities from operating cash flows was $ 0.7 million for each the years ended December 31, 2025 and 2024 , respectively. As of December 31, 2025 , the weighted-average remaining lease term of the Company’s operating leases was 1.24 years while the weighted-average discount rate was 9.95 %. The following is a maturity analysis of the Company's lease liabilities as of December 31, 2025 : 2026 $ 629,148 2027 165,916 Total undiscounted cash flows under operating leases 795,064 Less: Imputed interest ( 35,857 ) Present value of lease liabilities $ 759,207 As of December 31, 2025 , approximately $ 0.2 million of the lease liability is included in Other liabilities on the consolidated balance sheet with the current portion included in accrued expenses. Legal Proceedings From time to time, we may be involved in a variety of claims, suits, investigations and proceedings arising from the ordinary course of our business, collections claims, breach of contract claims, labor and employment claims, tax and other matters. Although such claims, suits, investigations and proceedings are inherently uncertain and their results cannot be predicted with certainty, we believe that the resolution of such current pending matters, if any, will not have a material adverse effect on our business, consolidated financial position, results of operations or cash flow. Regardless of the outcome, litigation can have an adverse impact on us because of legal costs, diversion of management resources and other factors. Purchase Commitments In the course of our business, the Company regularly enters into agreements with third party organizations to provide contract manufacturing services and research and development services. Under these agreements, the Company issues purchase orders which obligate the Company to pay a specified price when agreed-upon services are performed. Commitments under the purchase orders do not exceed our planned commercial and research and development needs. As of December 31, 2025 , the Company has approximately $ 10.1 million of purchase commitments associated with manufacturing obligations. 68 Table of Contents 13. Related Party Transactions Board of Directors Effective June 13, 2023, an individual was elected to the Company's Board of Directors who was already providing and continued to provide consulting services to the Company. Under a consulting agreement, the director received a monthly fee of $ 20,000 in 2023, 2024 and two months in 2025. In September 2024, the consulting agreement was amended; the amendment specifies that the director would receive a payment of between $ 120,000 and $ 240,000 in the event that the Company receives a request for proposal ("RFP") or request for information ("RFI") from the Administration of Strategic Preparedness and Response within the U.S. Government before July 1, 2025. On March 6, 2025, the director resigned from the Company’s Board. In connection with the September 2024 consulting agreement amendment, the Company did not obtain an RFP or RFI before July 1, 2025, thus no additional payment was required. Real Estate Leases On May 26, 2017, the Company and M&F Incorporated entered into the New HQ Lease, pursuant to which the Company agreed to lease 3,200 square feet at 31 East 62nd Street, New York, New York. The Company is utilizing premises leased under the New HQ Lease as its corporate headquarters. The Company's rental obligations consisted of a fixed rent of $ 25,333 per month in the first sixty-three months of the term, subject to a rent abatement for the first six months of the term. From the first day of the sixty-fourth month of the term through the expiration or earlier termination of the lease, the Company's rental obligations consist of a fixed rent of $ 29,333 per month. In addition to the fixed rent, the Company will pay a facility fee in consideration of the landlord making available certain ancillary services, commencing on the first anniversary of entry into the lease. The facility fee was $ 3,333 per month for the second year of the term and increases by five percent each year thereafter, to $ 4,925 per month in the final year of the term. During the year ended December 31, 2025 , the Company paid $ 0.4 million for rent and ancillary services associated with this lease. The Company had no outstanding payables or accrued expenses related to this lease as of December 31, 2025 and 2024 . 69 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None.