What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-03-02 compared with 2025-03-05 · 304 added, 267 removed, 1105 unchanged (34% of the section changed)

5 unchanged sentences

Consolidated Balance Sheets as at December 31, 202 5 and 202 4

Consolidated Statements of (Loss) Income and Comprehensive (Loss) Income for the years ended December 31, 2024, 2023 and 2022

Consolidated Statements of Loss and Comprehensive Loss for the years ended December 31, 2025, 2024 and 202 3

Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2025, 2024 and 2023

1 unchanged sentence

Notes to the Consolidated Financial Statements

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REPORT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors

To the Stockholders and Board of Directors of

Zymeworks Inc.

1 unchanged sentence

We have audited the accompanying consolidated balance sheets of Zymeworks Inc.

and subsidiaries (the Company) as of December 31, 2024 and 2023, the related consolidated statements of (loss) income and comprehensive (loss) income, changes in stockholders’ 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).

(the Company) as of December 31, 2025 and 2024, the related consolidated statements of loss and comprehensive loss, changes in stockholders’ equity, 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).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the three‑year period ended December 31, 2025, in conformity with U.S.

21 unchanged sentences

As discussed in Note 2, amounts receivable by the Company for the provision of drugs to clinical trials on behalf of the customer are recognized in revenue at a point in time when title to drugs has transferred to the customer, which generally occurs upon shipment or delivery, depending on contractual terms.

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We identified the sufficiency of audit evidence relating to revenue recognition from drug supply for ongoing studies with Jazz as a critical audit matter.

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We evaluated the design and implementation of internal controls over the Company’s revenue recognition process.

We obtained a confirmation from the customer on invoices billed related to goods and services provided for the year ended December 31, 2024 and agreed the quantity of drugs invoiced to the Company’s records.

We assessed the recorded revenue by selecting a sample of revenue transactions and comparing the amounts recognized for consistency with relevant underlying documentation.

We obtained a confirmation from the customer of the total invoices billed by the Company related to goods and services, including drug supply for ongoing studies, for the year ended December 31, 2025 and agreed the amount confirmed for drug supply for ongoing studies to the Company’s records of the quantity and amount of drugs invoiced to the customer.

We assessed the recorded revenue by selecting a sample of revenue transactions and comparing the amounts recognized for consistency with relevant underlying proof of delivery.

We evaluated the sufficiency of audit evidence obtained over revenue by assessing the results of the procedures performed, including the appropriateness of the nature and extent of such evidence.

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March 2, 2026

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ZYMEWORKS INC.

Consolidated Balance Sheets

(Expressed in thousands of U.S.

Consolidated Balance Sheets (Expressed in thousands of U.S.

dollars except share data)

14 unchanged sentences

Intangible assets, net (note 8) 1,350 4,576

Acquired in-process research and development assets (“IPR&D”) (note 6)

Goodwill (note 6) 12,016 12,016

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Total liabilities and stockholders’ equity $ 346,527 $ 463,091

Related party transactions (note 10a and 10d)

Research collaboration and licensing agreements (note 11)

1 unchanged sentence

Subsequent event (note 17)

The accompanying notes are an integral part of these financial statements

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ZYMEWORKS INC.

Consolidated Statements of (Loss) Income and Comprehensive (Loss) Income

Consolidated Statements of Loss and Comprehensive Loss

(Expressed in thousands of U.S.

9 unchanged sentences

Total operating expenses 198,514 213,414 214,065

(Loss) income from operations ( 137,110 ) ( 138,053 ) 130,528

Loss from operations

( 92,549 ) ( 137,110 ) ( 138,053 )

Other income:

Interest income 13,354 19,941 19,705

Other income (expense), net (note 12)

Other (expense) income, net (note 12)

( 559 ) 558 ( 894 )

Total other income, net 12,795 20,499 18,811

(Loss) income before income taxes ( 116,611 ) ( 119,242 ) 135,234

Loss before income taxes

( 79,754 ) ( 116,611 ) ( 119,242 )

Income tax (expense) recovery (note 13) ( 1,376 ) ( 6,084 ) 568

$ ( 81,130 ) $ ( 122,695 ) $ ( 118,674 )

Net (loss) income

Other comprehensive income (loss):

Unrealized income (loss) on available for sale securities, net of tax of nil (note 5)

873 ( 349 ) 56

Other comprehensive income:

Unrealized (loss) income on available for sale securities, net of tax of nil (note 5)

Total other comprehensive (loss) income

Comprehensive (loss) income $ ( 123,044 ) $ ( 118,618 ) $ 124,341

Net (loss) income per common share (note 4):

Total other comprehensive income (loss)

873 ( 349 ) 56

Comprehensive loss

$ ( 80,257 ) $ ( 123,044 ) $ ( 118,618 )

Net loss per common share (note 4):

Basic $ ( 1.08 ) $ ( 1.62 ) $ ( 1.72 )

3 unchanged sentences

Diluted 75,413,396 75,878,738 68,863,010

The accompanying notes are an integral part of these financial statements

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ZYMEWORKS INC.

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Balance at December 31, 2022 1 $ — 1,424,533 $ 20,442 63,059,501 $ 886,322 $ ( 558,763 ) $ ( 6,659 ) $ 151,614 $ 492,956

Issuance of common stock on exercise of stock options (note 10f)

Issuance of common stock on exercise of stock options (note 10e)

— — — — 641,129 6,958 — — ( 1,736 ) 5,222

Issuance of common stock through employee stock purchase plan (note 10g)

Issuance of common stock through employee stock purchase plan (note 10f)

— — — — 111,911 955 — — — 955

Issuance of common stock upon vesting of restricted stock units ("RSUs") (note 10f)

Issuance of common stock upon vesting of restricted stock units ("RSUs") (note 10e)

— — — — 100,949 1,887 — — ( 1,887 ) —

1 unchanged sentence

— — — — 2,079,193 63,775 — — ( 63,775 ) —

The Redomicile Transactions (note 1, note 10b) 1 — 1,424,533 20,442 ( 1,424,533 ) ( 20,442 ) — — — —

Issuance of common stock and pre-funded warrants in connection with public offering, net of offering costs (note 10a and 10d)

— — — — 11,035,000 82,549 — — 24,985 107,534

Issuance of common stock for retracted exchangeable shares — — ( 773,314 ) ( 11,097 ) 773,314 11,097 — — — —

Issuance of common stock in connection with At-The-Market ("ATM") sale (note 10a) — — — — 3,350,000 26,233 — — — 26,233

Private placement (note 10a and 10d) — — — — — — — — 49,862 49,862

Stock-based compensation — — — — — — — — 8,196 8,196

Net loss — — — — — — ( 118,674 ) — — ( 118,674 )

Other comprehensive income — — — — — — — 56 — 56

Balance at December 31, 2023 1 $ — 651,219 $ 9,345 70,115,997 $ 997,227 $ ( 677,437 ) $ ( 6,603 ) $ 142,274 $ 464,806

Issuance of common stock on exercise stock options (note 10f)

— — — — 641,129 6,958 — — ( 1,736 ) 5,222

Issuance of common stock through employee stock purchase plan (note 10g)

Issuance of common stock on exercise stock options (note 10e)

— — — — 959,906 13,952 — — ( 4,770 ) 9,182

Issuance of common stock upon vesting of RSUs (note 10f)

Issuance of common stock through employee stock purchase plan (note 10f)

— — — — 128,232 1,311 — — — 1,311

Issuance of common stock upon exercise of pre-funded warrants (note 10d)

Issuance of common stock upon vesting of RSUs (note 10e)

— — — — 225,004 1,971 — — ( 1,971 ) —

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— — ( 80,582 ) ( 1,157 ) 80,582 1,157 — — — —

Issuance of common stock in connection with At-The-Market ("ATM") sale (note 10a) — — — — 3,350,000 26,233 — — — 26,233

Private placement (note 10a and 10d)

— — — — — — — — 49,862 49,862

Stock-based compensation — — — — — — — — 16,716 16,716

Purchase and retirement of common stock (10c) — — — — ( 2,545,402 ) — ( 30,051 ) — — ( 30,051 )

Excise tax on repurchase of common stock — — — — — — ( 152 ) — — ( 152 )

Net income — — — — — — ( 122,695 ) — — ( 122,695 )

Other comprehensive income

Other comprehensive loss

— — — — — — — ( 349 ) — ( 349 )

Balance at December 31, 2024 1 $ — 570,637 $ 8,188 68,964,319 $ 1,015,618 $ ( 830,335 ) $ ( 6,952 ) $ 152,249 $ 338,768

Issuance of common stock on exercise of stock options (note 10f)

Issuance of common stock on exercise of stock options (note 10e)

— — — — 1,742,689 27,308 — — ( 9,561 ) 17,747

Issuance of common stock through employee share purchase plan (note 10g)

Issuance of common stock through employee share purchase plan (note 10f)

— — — — 139,976 1,881 — — — 1,881

Issuance of common stock upon vesting of RSUs (note 10f)

Issuance of common stock upon vesting of RSUs (note 10e)

— — — — 560,620 5,269 — — ( 5,269 ) —

Issuance of common stock upon exercise of pre-funded warrants (note 10d)

— — — — 5,086,480 49,862 — — ( 49,862 ) —

Issuance of common stock for retracted exchangeable shares

— — ( 17,453 ) ( 250 ) 17,453 250 — — — —

Private placement for issuance of common stock (note 10a)

— — — — 415,000 4,988 — — — 4,988

Stock-based compensation — — — — — — — — 27,069 27,069

1 unchanged sentence

— — — — ( 2,288,124 ) — ( 41,695 ) — — ( 41,695 )

Excise tax on repurchase of common stock — — — — — — ( 152 ) — — ( 152 )

Net loss — — — — — — ( 81,130 ) — — ( 81,130 )

Other comprehensive loss

Other comprehensive income

— — — — — — — 873 — 873

Balance at December 31, 2025 1 $ — 553,184 $ 7,938 74,638,413 $ 1,105,176 $ ( 953,160 ) $ ( 6,079 ) $ 114,626 $ 268,501

The accompanying notes are an integral part of these financial statements

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ZYMEWORKS INC.

4 unchanged sentences

Cash flows from operating activities:

Net (loss) income $ ( 122,695 ) $ ( 118,674 ) $ 124,341

$ ( 81,130 ) $ ( 122,695 ) $ ( 118,674 )

Items not involving cash:

1 unchanged sentence

Amortization of intangible assets (note 8) 4,056 4,496 2,702

Stock-based compensation (note 10f)

Stock-based compensation (note 10e)

28,034 17,792 8,102

2 unchanged sentences

Deferred income tax expense (recovery) (note 13) 945 691 ( 757 )

691 ( 757 ) 1,940

Change in fair value of contingent consideration liability (note 15)

1 unchanged sentence

Change in fair value of investments in equity instruments — — 667

Unrealized foreign exchange gain ( 1,481 ) ( 31 ) ( 1,956 )

Unrealized foreign exchange loss (gain)

532 ( 1,481 ) ( 31 )

Changes in non-cash operating working capital:

5 unchanged sentences

Income taxes payable ( 45 ) ( 1,682 ) 970

Net cash (used in) / provided by operating activities $ ( 110,044 ) $ ( 118,303 ) $ 144,109

Net cash used in operating activities

$ ( 33,005 ) $ ( 110,058 ) $ ( 118,324 )

Cash flows from financing activities:

1 unchanged sentence

Private placement (note 10a) 4,988 — 49,862

Issuance of common stock on exercise of stock options (note 10f)

Issuance of common stock on exercise of stock options (note 10e)

16,904 8,857 5,006

Issuance of common stock through employee stock purchase plan (note 10g)

Issuance of common stock through employee stock purchase plan (note 10f)

1,425 930 820

2 unchanged sentences

Deferred financing fees ( 181 ) ( 174 ) ( 53 )

Finance lease payments ( 14 ) ( 21 ) ( 14 )

Net cash (used in) / provided by financing activities

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Leased assets obtained in exchange for operating lease liabilities $ 2,443 $ 644 $ 1,900

Issuance of common stock upon exercise of pre-funded warrants (note 10d)

Purchases of common stock not settled

Acquisition of property and equipment and intangible assets in accounts payable and accrued liabilities — — 122

The accompanying notes are an integral part of these financial statements

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ZYMEWORKS INC.

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Zymeworks Inc.

together with its subsidiaries (collectively the “Company” or “Zymeworks”) is a clinical-stage biopharmaceutical company dedicated to the development of next-generation multifunctional biotherapeutics.

together with its subsidiaries (collectively the “Company” or “Zymeworks”) is a global biotechnology company managing a portfolio of licensed healthcare assets and developing a diverse pipeline of novel, multifunctional biotherapeutics to improve the standard of care for difficult-to-treat diseases, including cancer, inflammation, and autoimmune disease.

Zymeworks BC Inc.

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(formerly known as Zymeworks Inc.) were publicly listed.

Unless the context otherwise requires or otherwise expressly states, all references in the accompanying consolidated financial statements to “Zymeworks,” the “Company,” “we,” “us” and “our” (i) for periods until completion of the Redomicile Transactions, refer to Zymeworks BC Inc.

and its subsidiaries and (ii) for periods after completion of the Redomicile Transactions, refer to Zymeworks Inc.

(formerly known as Zymeworks Delaware Inc.) and its subsidiaries.

To effect the Redomicile Transactions, the Company conducted a share exchange, pursuant to which holders of the Company’s common shares exchanged their common shares in the Company for shares of common stock of Zymeworks Inc.

19 unchanged sentences

The functional currency of the Company is the U.S.

Transactions denominated in foreign currencies are translated at the approximate exchange rate prevailing on the date of the transaction.

At period end, monetary assets and liabilities denominated

in foreign currencies are translated into U.S.

Transactions denominated in foreign currencies are remeasured at the approximate exchange rate prevailing on the date of the transaction.

At period end, monetary assets and liabilities denominated in foreign currencies are remeasured into U.S.

dollars using exchange rates in effect at the balance sheet date.

Resulting foreign exchange gains and losses are reflected in the Consolidated Statements of (Loss) Income and Comprehensive (Loss) Income.

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Use of Estimates

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For collaboration arrangements within the scope of ASC 808 that contain multiple elements, the Company determines which elements of the arrangement are within the scope of ASC 808 and which elements are within the scope of ASC 606, which may require application of judgment.

In accordance with ASC 606, the Company recognizes revenue when the Company’s customer obtains control of promised goods or services, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services.

In determining the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements, the Company performs the following steps:

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When applying the revenue recognition criteria of ASC 606 to license and collaboration agreements, the Company may be required to apply significant judgment when evaluating whether contractual obligations represent distinct performance obligations including understanding the nature and significance of the contractual obligations and their standalone selling prices, determining when performance obligations have been met, assessing the recognition and future reversal of variable consideration, and determining and applying appropriate methods of measuring progress for performance obligations satisfied over time.

The accounting for the modification to existing contracts with customers arising from licensing and collaboration arrangements requires management to apply significant judgment when evaluating whether the modification to financial terms is related to distinct performance obligations remaining in the amended collaboration agreement.

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is related to distinct performance obligations remaining in the amended collaboration agreement.

These judgments are discussed in more detail in the following paragraphs for each type of payment received by the Company under the terms of the license and collaborations agreements.

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• filing of regulatory applications for marketing approval in the United States, Europe or Japan, including Investigational New Drug (“IND”) applications and Biologics License Application (“BLA”);

• marketing approval in major markets, such as the United States, Europe or Japan.

• marketing approval in major markets, such as the United States, Europe, Japan or China.

Research support, development and other payments

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Royalties and commercial milestone payments

For arrangements that include sales-based royalties, including commercial milestone payments based on pre-specified level of sales, the Company recognizes revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied).

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which some or all of the royalty has been allocated has been satisfied (or partially satisfied).

Achievement of these royalties and commercial milestones may solely depend upon performance of the licensee.

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The Company considers all highly liquid investments purchased with original maturities of 90 days or less at the date of acquisition to be cash equivalents.

Cash equivalents include guaranteed investment certificates (“GICs”) acquired from financial institutions and money market funds which are recorded at cost plus accrued interest.

Cash equivalents include guaranteed investment certificates (“GICs”) acquired from financial institutions and money market funds which are recorded at cost plus accrued interest, which approximates their fair value.

Marketable Securities

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If the credit quality subsequently improves the allowance is reversed up to a maximum of the previously recorded credit losses.

When the Company intends to sell an impaired available-for-sale security, or if it is more likely than not that the Company will be required to sell the security prior to

recovering the amortized cost basis, the entire fair value adjustment will immediately be recognized in the consolidated statement of (loss) income with no corresponding allowance for credit losses.

When the Company intends to sell an impaired available-for-sale security, or if it is more likely than not that the Company will be required to sell the security prior to recovering the amortized cost basis, the entire fair value adjustment will immediately be recognized in the consolidated statement of (loss) income with no corresponding allowance for credit losses.

Realized gains and losses and credit losses, if any, on available-for-sale securities are included in interest income (expense), based on the specific identification method.

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Marketable securities with remaining maturities of less than one year from the balance sheet date are classified as short-term investments and greater than one year from the balance sheet date are classified as long-term investments.

Equity Securities

The Company’s long-term investments include equity securities acquired for strategic purposes or in connection with licensing and collaboration agreements.

As the Company's investments in equity securities do not have readily determinable fair value, they are carried at cost, less any impairment, including any adjustments resulting from observable price changes.

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Accounts Receivable and Expected Credit Losses

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All marketable securities are classified as available-for-sale and are recorded at fair value.

As at December 31, 2024, long-term investments in equity securities of private entities are accounted for as available for sale at their fair values.

Other long-term liabilities for contingent consideration related to business acquisitions are recorded at fair value on the acquisition date and are adjusted quarterly for changes in fair value.

Changes in the fair value of contingent consideration liabilities can result from changes in anticipated milestone payments and

changes in assumed discount periods and rates.

These inputs are unobservable in the market and therefore categorized as level 3 inputs as defined above.

Concentration of Credit Risk

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As at December 31, 2025 and December 31, 2024, the Company has recognized nominal amounts of provision for expected credit losses in relation to accounts receivable.

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Liquidity Risk

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The Company’s short-term cash requirements are primarily to settle its financial liabilities, which consist primarily of accounts payable and accrued liabilities falling due within 45 days and current portion of lease obligations falling due within the next 12 months, with medium term requirements to invest in property and equipment and research and development.

The Company’s principal sources of liquidity to settle its financial liabilities are cash, cash equivalents, short-term and long-term investments, collection of accounts receivable relating to research collaboration and license agreements and additional public equity offerings as required.

The Company believes that these principal sources of liquidity are sufficient to fund its operations for at least the next 12 months.

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The Company does not use derivative instruments to hedge exposure to foreign exchange risk and therefore assumes the risk of future gains or losses in its consolidated statements of (loss) income.

At December 31, 2024, the Company’s net monetary liabilities denominated in Canadian dollars were $ 3,464 (C$ 4,982 ) (December 31, 2023:

$ 1,392 (C$ 1,844 )).

At December 31, 2025, the Company’s net monetary assets denominated in Canadian dollars were $ 4,337 (C$ 5,946 ) (December 31, 2024:

$ 3,464 (C$ 4,982 ) net monetary liabilities).

The operating results and financial position of the Company are reported in U.S.

2 unchanged sentences

dollar relative to the Canadian dollar and other foreign currencies will have an impact on the reported balances for net assets, net loss and stockholders’ equity in the Company’s consolidated financial statements.

Deferred Financing Fees

Deferred financing fees consist of amounts charged by underwriters, attorneys, accountants and printers that are directly attributable to future financing transactions that are probable to occur.

These costs are deferred and subsequently charged against the gross proceeds of the related financing transaction upon closing of such transaction.

Segment Information

The Company operates and manages its business in one segment, which is the discovery, development and commercialization of next-generation multifunctional biotherapeutics.

The Company operates and manages its business in one segment, which is the Management of a portfolio of licensed healthcare assets and development of next-generation multifunctional biotherapeutics.

Operating segments are defined as components of an enterprise about which separate discrete information is available for the chief operating decision maker (“CODM”), in deciding how to allocate resources and assessing performance.

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In the case the implicit rate is not available, the Company uses its incremental borrowing rate based on information available at the lease commencement date, to determine the present value of lease payments.

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Patents and Intellectual Property Costs

2 unchanged sentences

No patent or intellectual property costs have been capitalized to date.

Impairment of Long-Lived Assets

The Company assesses the recoverability of its long-lived assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

Recoverability of the long-lived asset is measured by a comparison of the carrying amount of the asset to future undiscounted net cash flows expected to be generated by the asset or group of assets.

If carrying value exceeds the sum of undiscounted cash flows, the Company then determines the fair value of the underlying asset.

Any impairment to be recognized is measured by the amount by which the carrying amount of the asset group exceeds the estimated fair value of the asset or asset group.

As of December 31, 2024 and 2023, the Company determined that there were no indicators of impairment of long-lived assets.

Government Grants and Credits

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businesses to conduct research and development in Canada and in United States, respectively.

The benefits of investment tax credits for scientific research and development expenditures are recognized in the year the qualifying

expenditure is made provided there is reasonable assurance of recoverability.

The benefits of investment tax credits for scientific research and development expenditures are recognized in the year the qualifying expenditure is made provided there is reasonable assurance of recoverability.

The refundable portion of investment tax credits are recorded as reductions to research and development expenditures.

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When making these estimates, the Company uses operational and contractual information from third party service providers and operational data from internal personnel.

For the year ended December 31, 2025, the Company recorded a change in estimate of $ 6,676 related to historical zanidatamab clinical trial accruals associated with studies that were transferred to Jazz (note 11).

These clinical trial accruals reflected management's estimate of costs incurred prior to the Zymeworks BC collaboration agreement with Jazz.

As the underlying studies were substantially completed by 2025 and clinical research organizations (“CRO”) confirmations were obtained in the fourth quarter of 2025, the Company determined that these accrual amounts are no longer expected to be invoiced.

This adjustment resulted in a reduction of research and development expenses for the year.

The Company accounts for income taxes using an asset and liability method.

1 unchanged sentence

The measurement of deferred tax assets is reduced, if necessary, by the extent of a valuation allowance.

The recognition of uncertain tax positions is evaluated based on whether it is considered more likely than not that the position taken, or expected to be taken, on a tax return will be sustained upon examination through litigation or appeal.

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litigation or appeal.

For those positions that meet the recognition criteria, they are measured as the largest amount that is more than 50% likely to be realized upon ultimate settlement.

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(a) the currency of a market in which a substantial portion of the Company’s equity securities trades, (b) the currency in which the individual’s pay is denominated, or (c) the Company’s functional currency, are required to be classified as liabilities.

For awards accounted for under ASC 815 Derivatives and Hedging (“ASC 815”), any warrant or option that

provides for an exercise price which is not denominated in the Company’s functional currency is required to be classified as a liability.

For awards accounted for under ASC 815 Derivatives and Hedging (“ASC 815”), any warrant or option that provides for an exercise price which is not denominated in the Company’s functional currency is required to be classified as a liability.

The Company has an employee stock purchase plan which is considered compensatory.

1 unchanged sentence

The Company recognizes compensation expense in the consolidated statements of loss and comprehensive loss on a straight-line basis over the requisite service period.

Stock Repurchases

As part of its stock repurchase programs, the Company adopted an accounting policy whereby the par value of each share is deducted from common stock and the remainder of the repurchase price is debited to accumulated deficit.

Business Combinations and Goodwill

7 unchanged sentences

If this qualitative assessment indicates that it is more likely than not that the fair value of the reporting unit that includes the goodwill is less than its carrying value, then a quantitative impairment test would be prepared to compare the fair value to the carrying value and record an impairment charge if the carrying value exceeds the fair value.

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Acquired In-Process Research and Development (IPR&D) and Definite-lived Intangible Assets

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The treasury stock method is used to determine the dilutive effect of the Company’s stock option grants and warrants.

ASC 260 Earnings Per

Share requires an adjustment to the numerator for any income or loss related to liability classified warrants and stock options, if dilutive, if they are presumed to be share settled.

ASC 260 Earnings Per Share requires an adjustment to the numerator for any income or loss related to liability classified warrants and stock options, if dilutive, if they are presumed to be share settled.

Recent Accounting Pronouncements

Recent accounting pronouncements adopted

In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-07, Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures.

The change in the standard improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.

The changes improve financial reporting by requiring disclosure of incremental segment information on an annual and interim basis for all public entities to enable investors to develop more decision-useful financial analyses.

The guidance will be effective for annual reporting periods beginning after December 15, 2023, and for interim periods beginning after December 15, 2024.

Early adoption is permitted and the standard should be applied retrospectively.

The Company has adopted this accounting pronouncement on the accompanying financial statements as of and for the year ended December 31, 2024 (note 16).

Recent accounting pronouncements not yet adopted

In December 2023, the FASB issued ASU No.

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The standard is to be applied on a prospective basis, with the option for retrospective application.

The Company is currently evaluating the impact of adoption of the standard on its consolidated financial statements.

The Company has adopted this accounting pronouncement on the accompanying financial statements prospectively to the current annual period.

Prior period disclosures have not been adjusted to reflect the new disclosure requirements.

See note 13 Income Taxes in the accompanying notes to the consolidated financial statements for further detail.

Recent accounting pronouncements not yet adopted

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.

4 unchanged sentences

The Company is currently evaluating the impact of adoption of the standard update on its consolidated financial statements.

Net (Loss) Income per Share

Net (loss) income per share for the years ended December 31, 2024, 2023 and 2022 was as follows:

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Net Loss per Share

Net loss per share for the years ended December 31, 2025, 2024 and 2023 was as follows:

Year Ended December 31,

2025 2024 2023

Net (loss) income attributable to common stockholders:

Net loss attributable to common stockholders:

Basic $ ( 81,130 ) $ ( 122,695 ) $ ( 118,674 )

3 unchanged sentences

Basic 75,404,897 75,846,681 68,863,010

Adjustment for dilutive effect of equity classified stock options and RSUs — — 53,535

Adjustment for dilutive effect of liability classified stock options 8,499 32,057 —

Diluted 75,413,396 75,878,738 68,863,010

Net (loss) income per common share – basic $ ( 1.62 ) $ ( 1.72 ) $ 1.91

Net (loss) income per common share – diluted $ ( 1.62 ) $ ( 1.72 ) $ 1.90

Weighted average number of shares of common stock used in the basic and diluted earnings per share calculations include Exchangeable Shares and the pre-funded warrants issued in connection with the Company’s June 2019, January 2020 and January 2022 offerings and December 2023 private placement as the warrants were exercisable at any time for nominal cash consideration.

Net loss per common share – basic

$ ( 1.08 ) $ ( 1.62 ) $ ( 1.72 )

Net loss per common share – diluted

$ ( 1.08 ) $ ( 1.62 ) $ ( 1.72 )

Weighted average number of shares of common stock used in the basic and diluted earnings per share calculations include Exchangeable Shares and the pre-funded warrants issued in connection with the Company’s offerings and private placements as the warrants were exercisable at any time for nominal cash consideration.

The Company’s potentially dilutive securities, which include stock options and RSUs, have been excluded from the computation of diluted net loss per share for the years ended December 31, 2025, 2024 and 2023 as the effect would be antidilutive.

2 unchanged sentences

December 31, 2025

Amortized Cost Unrealized Gain (Loss)

Amortized Cost Unrealized Gain (Loss) Fair Value

Short-term marketable securities:

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Contractual maturity of one to three years:

Treasury notes 14,979 2 14,981

Corporate debt securities 41,388 399 41,787

Contractual maturity of three to four years:

Corporate debt securities 18,295 ( 156 ) 18,139

41,388 399 41,787

$ 228,843 $ 584 $ 229,427

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The following table summarizes the Company's marketable securities as of December 31, 2024:

14 unchanged sentences

$ 258,394 $ ( 293 ) $ 258,101

The unrealized losses on the Company’s available-for-sale securities as of December 31, 2025 and 2024 were not material and were caused by fluctuations in market values and interest rates as a result of the economic environment.

The Company concluded that an allowance for credit losses was unnecessary as of December 31, 2025 and 2024 because the decline in the market value was attributable to changes in market conditions and not credit quality, and that it is neither management’s intention to sell nor is it more likely than not that the Company will be required to sell these investments prior to recovery of their cost basis or recovery of fair value.

There was no material realized gain or loss on available-for-sale securities in the periods presented.

The following tables present information about the Company’s assets that are measured at fair value on a recurring basis, and indicate the fair value hierarchy of the valuation techniques used to determine such fair value:

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$ 95,408 $ 166,208 $ — $ 270,584 $ 155,202 $ 134,382 $ — $ 324,204

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IPR&D and Goodwill

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Accordingly, the Company recorded an impairment charge of $ 17,287 .

The impairment was a result of the Company's decision to discontinue the zanidatamab zovodotin clinical

development program which utilized the acquired technology represented by the IPR&D assets.

As of July 1, 2024, the Company classified the remaining assets as definite-lived and commenced amortization.

The impairment was a result of the Company's decision to discontinue the zanidatamab zovodotin clinical development program which utilized the acquired technology represented by the IPR&D assets.

As of July 1, 2024, the Company classified the remaining assets as definite-lived and commenced amortization, which was fully amortized as of December 31, 2024.

The following table summarizes the carrying value of IPR&D, net of impairment:

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Balance at December 31, 2024 $ 20,700 $ ( 20,359 ) $ ( 341 ) $ —

Change during the period — ( 17,287 ) ( 341 ) ( 17,628 )

Balance at December 31, 2024 $ 20,700 $ ( 20,359 ) $ ( 341 ) $ —

The Company performed its annual impairment test of goodwill as of December 31, 2025 and concluded that no impairment existed.

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Depreciation expense on property and equipment for the years ended December 31, 2025, 2024 and 2023 was $ 3,669 , $ 4,188 and $ 7,462 , respectively.

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Intangible Assets

2 unchanged sentences

Computer software 11,501 10,670

Costs for in-progress software implementations

Intangible assets 26,437 25,606

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Accrued legal, professional fees and other

Liability for contingent consideration (note 15)

Total $ 36,346 $ 59,838

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Liability from in-licensing agreements $ 278 $ 447

Liability for contingent consideration (note 15)

Finance lease liability (note 14)

Other 448 554

Total $ 278 $ 923

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Stockholders’ Equity

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2025 Private Placement

On August 10, 2025, the Company entered into a stock purchase agreement (the “Stock Purchase Agreement”) for a private placement with Mr.

Ciongoli following his appointment as a director of the Company.

Pursuant to the Stock Purchase Agreement, Mr.

Ciongoli agreed to purchase 415,000 shares of common stock, $ 0.00001 par value per share, of the Company for an aggregate purchase price of $ 4,988 .

2023 Private Placement

On December 28, 2023, the Company completed a private placement pursuant to which the Company sold 5,086,521 pre-funded warrants to purchase 5,086,521 shares of common stock at $ 9.8299 per pre-funded warrant.

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Net proceeds were $ 26,233 after underwriting commissions and offering expenses.

2022 Public Offering

On January 31, 2022, the Company closed a public offering pursuant to which the Company sold 11,035,000 common shares, including the sale of 1,875,000 common shares to the underwriters upon their full exercise of their over-allotment option, at $ 8.00 per common share and 3,340,000 pre-funded warrants (note 10d) in lieu of common shares at $ 7.9999 per pre-funded warrant.

Net proceeds were $ 107,534 , after underwriting discounts, commissions and offering expenses.

Authorized Share Capital and Preferred Stock

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These Exchangeable Shares and the Special Voting Preferred Stock, when taken together, are simil ar in substance to the Company’s common stock and are treated as such in calculation of basic net (loss) income per share.

Stock Repurchase Program

Stock Repurchase Programs

2024 Repurchase Program

On August 1, 2024, the board of directors of the Company authorized a stock repurchase program (the “2024 Repurchase Program”), whereby the Company may repurchase up to $ 60,000 of the Company’s outstanding common stock, par value $ 0.00001 per share.

As part of the Repurchase Program, the Company adopted an accounting policy whereby the par value of each share is deducted from common stock and the remainder of the repurchase price is debited to accumulated deficit.

During the year ended December 31, 2024, the Company repurchased 2,545,402 shares of its common stock for a cost of $ 30,000 , and incurred commission expense of $ 51 , under the 2024 Repurchase Program, which have been recorded against accumulated deficit.

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These shares were returned to the status of authorized and unissued shares.

During the year ended December 31, 2025, the Company completed the 2024 Repurchase Program by repurchasing 1,856,907 shares of its common stock for a cost of $ 29,997 and incurred commission expense of $ 37 , which have been recorded against

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accumulated deficit.

Excise tax was estimated as nil .

The Company retired all 1,856,907 shares repurchased.

These shares were returned to the status of authorized and unissued shares.

The following table presents the Company’s 2024 Repurchase Program activity:

4 unchanged sentences

2,545,402 $ 11.79 $ 30,000

Year Ended December 31, 2025

1,856,907 $ 16.15 $ 29,997

2025 Repurchase Program

On November 16, 2025, the board of directors of the Company authorized a new stock repurchase program (the “2025 Repurchase Program”), whereby the Company may repurchase up to $ 125,000 of the Company’s outstanding common stock, par value $ 0.00001 per share.

During the year ended December 31, 2025, the Company repurchased 431,217 shares of its common stock for a cost of $ 11,188 , incurred an obligation to purchase common stock for a cost of $ 464 which had not been settled by December 31, 2025, and incurred commission expense of $ 9 , under the 2025 Repurchase Program, which have been recorded against accumulated deficit.

Excise tax was estimated as nil .

The Company retired all 431,217 shares repurchased.

These shares were returned to the status of authorized and unissued shares.

The following table presents the Company’s 2025 Repurchase Program activity:

Total number of shares purchased

Average price paid per share

Approximate value of shares purchased

Year Ended December 31, 2025

431,217 $ 25.94 $ 11,188

Pre-Funded Common Share Warrants

6 unchanged sentences

On August 23, 2022, October 25, 2022, October 27, 2022 and October 19, 2023, a total of 8,581,961 pre-funded warrants were exercised in exchange for issuance of 8,581,868 common shares.

As a result of the December 28, 2023 private placement, as of December 31, 2024, there were 5,086,521 pre-funded warrants outstanding (December 31, 2023:

Adoption of a Shareholder Rights Plan

On June 9, 2022, the board of directors authorized and declared a dividend distribution of one right (each, a “Right”) for each outstanding common share of the Company to shareholders of record as of the close of business on June 21, 2022.

Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series A Participating Preferred Share, of the Company, at an exercise price of $ 74.00 , subject to adjustment.

The complete terms of the Rights are set forth in a Preferred Shares Rights Agreement (the “Rights Plan”), dated as of June 9, 2022, between the Company and Computershare Trust Company, N.A., as rights agent.

In general terms, the Rights Plan works by imposing a significant penalty upon any person or group that acquires 10 percent or more (or 20 percent or more in the case of certain institutional investors who report their holdings on Schedule 13G) of the common shares without the approval of the board of directors.

As a result, the overall effect of the Rights Plan and the issuance of the Rights may be to render more difficult or discourage a merger, amalgamation, arrangement, take-over bid, tender or exchange offer or other business combination involving the Company that is not approved by the board of directors.

However, neither the Rights Plan nor the Rights should interfere with any merger, amalgamation, arrangement, take-over bid, tender or exchange offer or other business combination approved by the board of directors.

The issuance of Rights does not affect reported earnings per share.

On October 12, 2022, Zymeworks Inc.

(a Delaware corporation) and Computershare Trust Company, N.A., as rights agent, entered into a Preferred Stock Rights Agreement (the “New Rights Plan”) and on October 13, 2022, the board of directors of Zymeworks Inc.

(a Delaware corporation) declared a dividend distribution of one right (each, a “Right”) for each share of common stock outstanding at 12:01 a.m.

(Pacific Time) on October 13, 2022 (the “Record Date”) and for each share of common stock that becomes outstanding, including any shares of common stock issued in connection with the Redomicile Transactions and as consideration for the Exchangeable Shares, as applicable, between the Record Date and the earlier of the Distribution Date (as defined in the New Rights Plan) and the expiration of the Rights.

Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series B Participating Preferred Stock, par value $ 0.00001 per share, of the Company (“Series B Preferred Stock”) at an exercise price of $ 74.00 per one one-thousandth of a share of Series B

Preferred Stock, subject to adjustment.

On October 13, 2022, the Rights Plan expired.

The New Rights Plan has substantively similar terms as the Rights Plan.

On June 8, 2023 the New Rights Plan expired by its terms.

Upon effectiveness of the Company's filing of a Certificate of Elimination with the Secretary of State of the State of Delaware on June 12, 2023, the shares that were previously designated as Series B Preferred Stock resumed the status of authorized but unissued shares of preferred stock of the Company.

On June 26, 2025, 5,086,521 pre-funded warrants were exercised in full in exchange for 5,086,480 shares of common stock by EcoR1, which is a related party due to its beneficial ownership of the Company’s outstanding shares of common stock, and as of December 31, 2025 there were no pre-funded warrants outstanding (December 31, 2024:

Stock-Based Compensation

In connection with Redomicile Transactions in 2022, Zymeworks BC.

assigned to the Company, and the Company assumed, all of Zymeworks BC’s rights and obligations under each of the stock-based compensation plans, as described below, and such plans became the Company’s stock-based compensation plans, with each outstanding award assumed by the Company and deemed exchanged for equivalent awards of the Company, except that the security issuable upon exercise or settlement, as applicable, will be shares of common stock of the Company rather than common shares of Zymeworks BC.

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deemed exchanged for equivalent awards of the Company, except that the security issuable upon exercise or settlement, as applicable, will be shares of common stock of the Company rather than common shares of Zymeworks BC.

Original Stock Option Plan

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As of December 31, 2025, there was $ 7,512 of unamortized RSU expense that will be recognized over a weighted average period of 1.52 years.

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Stock Options

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Granted 2,467,225 14.21

Expired ( 63,994 ) 30.59

Exercised ( 1,298,292 ) 9.63

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$ 5,006 ) from stock options exercised.

The stock options outstanding at December 31, 2024 expire at various dates from January 1, 2025 to December 9, 2034.

The stock options outstanding at December 31, 2025 expire at various dates from November 9, 2026 to December 9, 2035.

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A summary of the non-vested stock option activity and related information of the Company’s stock options granted in Canadian dollars is as follows:

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Expected Volatility — Volatility is a measure of the amount by which a financial variable such as a share price has fluctuated (historical volatility) or is expected to fluctuate (expected volatility) during a period.

The Company has calculated the expected volatility using the volatility of its own stock for the years ended December 31, 2024 and 2023 while also using stocks of several public entities of similar complexity and stage of development for the year ended December 31, 2022.

The Company has calculated the expected volatility using the volatility of its own stock.

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Risk-Free Interest Rate — This rate is from the Government of Canada and U.S.

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The ESPP, as amended, allows eligible employees to acquire common shares at a discounted purchase price of the lesser of (i) 85 % of the market price of a common share on the first day of the applicable purchase period and (ii) 85 % of the market price of a common share on the purchase date.

The ESPP qualifies as an “employee stock purchase plan” within the meaning of Section 423 of the Code for employees who are United States taxpayers.

The ESPP qualifies as an “employee stock purchase plan” within the meaning of Section 423 of the Code for employees who are U.S.

As this plan is considered compensatory, the Company recognizes compensation expense on these awards based on their estimated grant date fair value using the Black-Scholes option pricing model.

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As of December 31, 2025, the total amount contributed by ESPP participants and not yet settled is $ 670 (December 31, 2024:

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Research, Collaboration and Licensing Agreements

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Milestone revenue $ — $ 25,000 $ —

Recognition of licensing and technology transfer fee — — 375,000

Development support payments

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2,103 15,464 13,350

Recognition of licensing fee — — 5,000

BeOne Medicines Ltd.

(previously known as BeiGene, Ltd.) (“BeOne”):

Milestone revenue 20,000 8,000 —

Recognition of deferred revenue 18,334 — —

762 3,009 1,080

Development support payments

Royalties 271 — —

Johnson & Johnson Innovative Medicine (previously known as Janssen Biotech, Inc.) (“J&J”):

Milestone revenue

GlaxoSmithKline Intellectual Property Development Ltd.

Milestone revenue

14,000 2,500 —

Bristol-Myers Squibb (“BMS”):

Option exercise fee 7,500 — —

Daiichi Sankyo, Co., Ltd.

(“Daiichi Sankyo”):

Milestone revenue

Merck Sharp & Dohme LLC (“Merck”)

Research period extension fee

Research and development support and other payments — 168 2,864

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As at December 31, 2025, contract assets from research, collaboration and licensing agreements were $ 2.8 million, which is presented within accounts receivable (December 31, 2024:

nil which is presented within accounts receivable) and contract liabilities were $ 40.2 million (December 31, 2023:

$ 0.1 million which is presented within accounts receivable) and contract liabilities were $ 17.0 million (December 31, 2024:

$ 40.2 million).

As at December 31, 2025 and 2024, $ 2.4 million and $ 25.6 million respectively, of the contract liabilities is classified as short term.

Contract liabilities relate to deferred revenue from the BeiGene and Jazz agreements described below.

Contract liabilities relate to deferred revenue from the BeOne and Jazz agreements described below.

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Jazz Collaboration Agreement

Original Jazz Collaboration Agreement:

On October 18, 2022, the Zymeworks BC entered into a License and Collaboration Agreement (the "Jazz Collaboration Agreement") with Jazz Pharmaceuticals Ireland Limited ("Jazz"), under which Jazz will have development and commercialization rights of zanidatamab throughout the world, but excluding the People’s Republic of China, Australia, New Zealand, Kazakhstan, Kyrgyzstan, Tajikistan, Turkmenistan, Uzbekistan, Hong Kong, Taiwan, Macau, Mongolia, South Korea,

Brunei Darussalam, Cambodia, Indonesia, Papua New Guinea, Lao People’s Democratic Republic, Malaysia, Myanmar, Philippines, Singapore, Thailand, Timor-Leste, and Vietnam.

Under the Jazz Collaboration Agreement, the Company received a $ 50.0 million upfront payment upon delivery of licenses and technology transfer to Jazz as well as the receipt of United States Hart-Scott Rodino Antitrust Improvements Act of 1976 (“HSR”) Clearance (“Initial Technology Transfer”).

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Under the Amended Jazz Collaboration Agreement, the financial terms of the Original Jazz Collaboration Agreement, as previously disclosed, was unchanged, except that the costs of the Program (including ongoing costs related to the transferred service providers) incurred following the Closing was directly borne by Jazz instead of being incurred by Zymeworks BC and charged back to Jazz for reimbursement, though Zymeworks BC will remain eligible for reimbursement of certain costs for activities where Zymeworks BC maintains responsibility under the Amended Jazz Collaboration Agreement.

As part of the amendments to the Amended Collaboration Agreement, the Company agreed to provide a credit note to Jazz of $ 20.1 million, which has been recognized as a reduction to revenue for the year ended December 31, 2023.

As part of the amendments to the Amended Collaboration Agreement, the Company agreed to provide a credit note to Jazz of $ 20.1 million, which has been recognized as a reduction to

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revenue for the year ended December 31, 2023.

“Program” refers to (i) ongoing clinical trials in certain sites in South Korea that are the responsibility of Zymeworks BC under the Original Jazz Collaboration Agreement and (ii) clinical trials for zanidatamab, other than the studies referenced in (i), initiated by Zymeworks BC in the Territory (as defined in the Original Jazz Collaboration Agreement) prior to the execution of the Original Jazz Collaboration Agreement.

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In November 2024, the Company recognized milestone revenue of $ 25.0 million from Jazz in relation to the FDA approval of Ziihera (zanidatamab-hrii) for the treatment of HER2+ BTC.

As at December 31, 2024, the Company is eligible to receive up to $ 525.0 million in certain regulatory milestone payments (of which $ 25.0 million of milestone revenue has been recognized but not received as of December 31, 2024) and up to $ 862.5 million in potential commercial milestone payments.

As at December 31, 2025, the Company is eligible to receive up to $ 500.0 million in certain regulatory milestone payments and up to $ 862.5 million in potential commercial milestone payments.

The Company is eligible to receive tiered royalties between 10 % and 20 % on Jazz’s annual net sales, with customary reductions in specified circumstances.

1 unchanged sentence

As at December 31, 2025, contract liabilities under the Amended Jazz Collaboration Agreement include $ 2.4 million received in relation to drug supply provided to Jazz.

Collaboration and License Agreements with BeiGene, Ltd.

On November 26, 2018, the Company entered into three concurrent agreements with BeiGene whereby the Company granted BeiGene royalty-bearing exclusive licenses for the research, development and commercialization of its bispecific therapeutic candidates, zanidatamab (formerly known as “ZW25”) ( as amended on March 29, 2021 and August 10, 2021, collectively “Zanidatamab Agreement”) and zanidatamab zovodotin (formerly known as “ZW49”) ( as amended on May 25, 2020 and June 2, 2021, collectively “Zanidatamab Zovodotin Agreement”) in Asia (excluding Japan but including the People’s Republic of China, South Korea and other countries), Australia and New Zealand.

In addition, the Company also granted BeiGene a worldwide, royalty-bearing, antibody sequence pair-specific license to research, develop and commercialize globally three bispecific antibodies generated through the use of the Company’s Azymetric and EFECT platforms, which agreement expired in November 2023.

Collaboration and License Agreements with BeOne, Ltd.

On November 26, 2018, the Company entered into three concurrent agreements with BeOne whereby the Company granted BeOne royalty-bearing exclusive licenses for the research, development and commercialization of its bispecific therapeutic candidates, zanidatamab (formerly known as “ZW25”) ( as amended on March 29, 2021 and August 10, 2021 and as otherwise modified, collectively “Zanidatamab Agreement”) and zanidatamab zovodotin (formerly known as “ZW49”) ( as amended on May 25, 2020 and June 2, 2021, collectively “Zanidatamab Zovodotin Agreement”) in Asia (excluding Japan but including the People’s Republic of China, South Korea and other countries), Australia and New Zealand.

In addition, the Company also granted BeOne a worldwide, royalty-bearing, antibody sequence pair-specific license to research, develop and commercialize globally three bispecific antibodies generated through the use of the Company’s Azymetric and EFECT platforms, which agreement expired in November 2023.

Pursuant to these agreements, the Company received an upfront payment of $ 60.0 million for the totality of the rights described.

1 unchanged sentence

Original License and Collaboration Agreements for Zanidatamab and Zanidatamab Zovodotin

In relation to the Zanidatamab Agreement, the Company identified the following promised goods and services at the inception of the BeiGene agreement that are material:

In relation to the Zanidatamab Agreement, the Company identified the following promised goods and services at the inception of the BeOne agreement that are material:

development and commercial licenses, initial transfer of the Company’s technologies and relevant know-how, continuing technology transfer, participation in the Joint Steering Committee (“JSC”) and other sub-committees, manufacturing technology transfer, provision of development supply, provision of commercial supply, and transfer of future rights related to the development and commercial license.

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Deliverables of continuing technology transfer and participation in the JSC and other sub-committees together were considered to be a single performance obligation and the consideration allocated to this performance obligation will be recognized as revenue over time as these activities are completed.

Remaining deliverables are considered individually distinct and the revenue will be recognized as delivery or transfer of future rights to BeiGene occurs.

In March 2020, BeiGene dosed the first patient in a two-arm Phase 1b/2 trial evaluating zanidatamab in combination with chemotherapy as a first-line treatment for patients with metastatic HER2+ breast cancer and in combination with chemotherapy and BeiGene’s PD-1-targeted antibody tislelizumab as a first-line treatment for patients with metastatic HER2+ GEA.

Remaining deliverables are considered individually distinct and the revenue will be recognized as delivery or transfer of future rights to BeOne occurs.

In March 2020, BeOne dosed the first patient in a two-arm Phase 1b/2 trial evaluating zanidatamab in combination with chemotherapy as a first-line treatment for patients with metastatic HER2+ breast cancer and in combination with chemotherapy and BeOne’s PD-1-targeted antibody tislelizumab as a first-line treatment for patients with metastatic HER2+ GEA.

The Company recognized revenue of $ 5.0 million in relation to this milestone.

In November 2020, BeiGene dosed the first patient in South Korea in the pivotal HERIZON-BTC-01 study .

In November 2020, BeOne dosed the first patient in

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South Korea in the pivotal HERIZON-BTC-01 study .

The Company recognized revenue of $ 10.0 million in relation to this milestone.

In December 2021, BeiGene dosed the first patient in South Korea in the pivotal HERIZON-GEA-01 study and the Company recognized revenue of $ 8.0 million in relation to this milestone.

In relation to the Zanidatamab Zovodotin Agreement, the Company identified the following promised goods and services at the inception of the BeiGene agreement that are material:

In December 2021, BeOne dosed the first patient in South Korea in the pivotal HERIZON-GEA-01 study and the Company recognized revenue of $ 8.0 million in relation to this milestone.

In relation to the Zanidatamab Zovodotin Agreement, the Company identified the following promised goods and services at the inception of the BeOne agreement that are material:

development and commercial licenses, initial transfer of the Company’s technologies and relevant know-how, continuing technology transfer, participation in the JSC and other sub-committees, manufacturing technology transfer, provision of development supply, provision of commercial supply, and transfer of future rights related to the development and commercial license.

3 unchanged sentences

Remaining deliverables were considered individually distinct.

Termination of BeiGene License and Collaboration Agreement Regarding Zanidatamab Zovodotin and Amendment of BeiGene License and Collaboration Agreement Regarding Zanidatamab:

On September 18, 2023, Zymeworks BC and BeiGene entered into a Termination Agreement (the “Termination Agreement”) relating to the Zanidatamab Zovodotin Agreement .

Termination of BeOne License and Collaboration Agreement Regarding Zanidatamab Zovodotin and Amendment of BeOne License and Collaboration Agreement Regarding Zanidatamab:

On September 18, 2023, Zymeworks BC and BeOne entered into a Termination Agreement (the “Termination Agreement”) relating to the Zanidatamab Zovodotin Agreement .

The Termination Agreement does not terminate the Zanidatamab Agreement (as defined below).

Pursuant to the Termination Agreement, the Zanidatamab Zovodotin Agreement is terminated, effective as of September 18, 2023, and is no longer in effect, except that the termination does not relieve the parties from obligations under the Zanidatamab Zovodotin Agreement that accrued prior to the termination and certain other provisions expressly indicated to survive the termination, including certain licenses to BeiGene intellectual property with respect to zanidatamab zovodotin.

Under the Zanidatamab Zovodotin Agreement, no performance obligations were completed by the Company as of December 31, 2024 as the initial transfer of technologies and relevant know-how was not going to start until the earlier of completion of the Company’s Phase-1 clinical studies for zanidatamab zovodotin or completion of dose escalation studies.

Pursuant to the Termination Agreement, the Zanidatamab Zovodotin Agreement is terminated, effective as of September 18, 2023, and is no longer in effect, except that the termination does not relieve the parties from obligations under the Zanidatamab Zovodotin Agreement that accrued prior to the termination and certain other provisions expressly indicated to survive the termination, including certain licenses to BeOne intellectual property with respect to zanidatamab zovodotin.

Under the Zanidatamab Zovodotin Agreement, no performance obligations were completed by the Company as the initial transfer of technologies and relevant know-how was not going to start until the earlier of completion of the Company’s Phase-1 clinical studies for zanidatamab zovodotin or completion of dose escalation studies.

Accordingly, no revenue was recognized from the Zanidatamab Zovodotin Agreement to date.

In connection with the entry into the Termination Agreement, on September 18, 2023, Zymeworks BC and BeiGene also entered into the Third Amendment to License and Collaboration Agreement (the “Amendment”) relating to the Zanidatamab Agreement.

Pursuant to the Amendment, Zymeworks BC is eligible to receive development and commercial milestone payments of up to $ 164.0 million, together with tiered royalties up to 19.5 % of net sales in BeiGene territories increasing up to 20 % when cumulative amounts forgone as a result of a royalty reduction of 0.5 % reaches a cap in the low double-digit millions of dollars.

In connection with the entry into the Termination Agreement, on September 18, 2023, Zymeworks BC and BeOne also entered into the Third Amendment to License and Collaboration Agreement (the “Amendment”) relating to the Zanidatamab Agreement.

Pursuant to the Amendment, Zymeworks BC is eligible to receive development and commercial milestone payments of up to $ 144.0 million, together with tiered royalties up to 19.5 % of annual net sales in BeOne territories increasing up to 20 % when cumulative amounts forgone as a result of a royalty reduction of 0.5 % reaches a cap in the low double-digit millions of dollars.

Pursuant to the Amendment, the remaining provisions of the Zanidatamab Agreement remain unchanged.

The Termination Agreement and the Amendment did not have any financial impact on the Company's financial statements as of and for the year ended December 31, 2024, other than allocation of consideration and performance obligations under the Zanidatamab Zovodotin Agreement to Zanidatamab Agreement.

As of December 31, 2024, the Company has received $ 32.9 million of the upfront fees from the Zanidatamab Agreement of which, $ 18.3 million is recorded as deferred revenue in current liabilities and $ 14.6 million as long-term deferred revenue on the Company’s consolidated balance sheet (December 31, 2023:

$ 32.9 million from the Zanidatamab Agreement and Zanidatamab Zovodotin Agreement recorded as long-term deferred revenue).

The Termination Agreement and the Amendment did not have any financial impact on the Company's financial statements , other than allocation of consideration and performance obligations under the Zanidatamab Zovodotin Agreement to Zanidatamab Agreement.

As of December 31, 2025, $ 14.6 million of the upfront fees is recorded as long-term deferred revenue on the Company’s consolidated balance sheet (December 31, 2024:

$ 18.3 million as deferred revenue in current liabilities and $ 14.6 million as deferred revenue in long-term deferred revenue).

Amounts not expected to be recognized as revenue within the next twelve months of the consolidated balance sheet date are classified as long-term deferred revenue.

In June 2024, the Company recognized $ 8.0 million of milestone revenue from BeiGene in relation to the acceptance by the CDE of the NMPA in China of the BLA for zanidatamab for second-line treatment of HER2+ BTC.

In June 2024, the Company recognized $ 8.0 million of milestone revenue from BeOne in relation to the acceptance by the CDE of the NMPA in China of the BLA for zanidatamab for second-line treatment of HER2+ BTC.

In May 2025, the Company recognized $ 20.0 million in non-refundable milestone revenue from BeOne upon approval of the BLA for zanidatamab for second-line treatment of HER2+ BTC by the NMPA in China.

The Company also recognized $ 18.3 million of deferred revenue in relation to achievement of this milestone.

2020 Research and License Agreement with Merck

1 unchanged sentence

The Company is eligible to receive up to $ 419.3 million in option exercise fees and clinical development and regulatory approval milestone payments and up to $ 502.5 million in commercial milestone payments, as well as tiered royalties on worldwide sales.

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Licensing and Collaboration Agreement with Celgene Corporation & Celgene Alpine Investment Co.

8 unchanged sentences

Accordingly, the upfront payment was recognized as revenue during the year ended December 31, 2020.

As of December 31, 2024, BMS had exercised one commercial license option and the Company received a $ 7.5 million option payment, but in 2023 BMS stopped development of such program.

As of December 31, 2025, BMS had exercised two commercial license options and the Company received $ 15.0 million of option payments in total, but in 2023 BMS stopped development of one of these programs.

BMS’s right to exercise options on eight programs expired in 2024 after the conclusion of BMS’s research period.

As at December 31, 2024, BMS remains eligible to exercise its one remaining option and the Company remains eligible to receive up to $ 320.5 million for the two remaining programs (or $ 164.0 million not including the one program for which BMS stopped development in 2023), comprised of a commercial license option payment of $ 7.5 million for the one remaining program, development milestone payments of up to $ 101.5 million per program, and commercial milestone payments of up to $ 55.0 million per program.

As at December 31, 2025, the Company remains eligible to receive up to $ 313.0 million for the two remaining programs (or $ 156.5 million not including the one program for which BMS stopped development in 2023), comprised of development milestone payments of up to $ 101.5 million per program, and commercial milestone payments of up to $ 55.0 million per program.

In addition, the Company is eligible to receive tiered royalties calculated upon the global net sales of the resulting products.

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This may include bispecific antibodies incorporating new engineered Fc regions generated under the 2015 GSK agreement.

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The Company is eligible to receive up to $ 1.1 billion in milestone and other payments.

1 unchanged sentence

In July 2024, the Company recognized $ 2.5 million of milestone revenue from GSK in relation to the sequence pair nomination by GSK under the 2016 agreement between the Company and GSK.

The Company is also eligible to receive research milestone payments of up to $ 35.0 million, development milestone payments of up to $ 182.5 million and commercial milestone payments of up to $ 867.0 million.

Furthermore, in January 2025, the Company recognized $ 14.0 million of milestone revenue associated with a clinical milestone.

As of December 31, 2025, the Company is also eligible to receive research milestone payments of up to $ 35.0 million, development milestone payments of up to $ 168.5 million and commercial milestone payments of up to $ 867.0 million.

In addition, the Company is entitled to receive tiered royalties in the low to mid-single digits on product sales.

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Under the terms of the agreement, the Company was eligible to receive up to $ 484.7 million in various milestone and other payments.

From contract inception to December 31, 2024, the Company has received an upfront technology access fee payment of $ 18.0 million.

The Company remains eligible to receive development milestone payments totaling up to $ 63.4 million and commercial milestone payments of up to $ 170.0 million.

At inception, the Company received an upfront technology access fee payment of $ 18.0 million.

In March 2025, the Company recognized $ 3.1 million of milestone revenue from Daiichi Sankyo following the first patient dosed in a clinical trial related to the 2018 license agreement between the Company and Daiichi Sankyo.

As of December 31, 2025, the Company remains eligible to receive development milestone payments totaling up to $ 60.3 million and commercial milestone payments of up to $ 170.0 million.

In addition, the Company is eligible to receive tiered royalties ranging from the low single digits up to 10 % on product sales, with the royalty term being, on a product-by-product and country-by-country basis, either (i) for as long as there is Zymeworks platform patent coverage on products, or (ii) for 10 years beginning from the first commercial sale, whichever period is longer.

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On November 13, 2017, the Company entered into a collaboration and license agreement with Janssen to research, develop and commercialize up to six bispecific antibodies generated through the use of the Company’s Azymetric and EFECT platforms.

Under the terms of the agreement, the Company granted Janssen a worldwide, royalty-bearing, antibody group-specific exclusive license to research, develop and commercialize certain products.

Under the terms of the agreement, the Company granted Janssen a worldwide, royalty-bearing, antibody group-specific

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exclusive license to research, develop and commercialize certain products.

Janssen also has the option to develop two additional bispecific antibodies under this agreement subject to a future option payment.

Under the agreement, Janssen will be solely

responsible for the research, development, manufacturing and commercialization of the products.

Under the agreement, Janssen will be solely responsible for the research, development, manufacturing and commercialization of the products.

The Company was originally eligible to receive up to $ 1.45 billion in various license and milestone payments.

From contract inception to December 31, 2024, the Company has received an upfront payment of $ 50.0 million and development milestones totaling $ 8.0 million with two bispecific antibodies initiating clinical trials.

From contract inception to December 31, 2025, the Company has received an upfront payment of $ 50.0 million and development milestones totaling $ 33.0 million which included $ 8.0 million in connection with the initiation of clinical trials of two bispecific antibodies and $ 25.0 million related to clinical progress of pasritamig entering into a Phase 3 trial in metastatic castration-resistant prostate cancer.

Pasritamig is a first-in-class, bispecific T-cell engager targeting human kallikrein 2 (KLK2), engineered using Zymeworks’ Azymetric platform.

Janssen has deprioritized the development of one of those two bispecific antibodies, and in 2023 the research program term under the agreement ended with respect to the remaining four bispecific antibodies.

As a result, the Company remains eligible to receive development milestone payments of up to $ 61.0 million and commercial milestone payments of up to $ 373.0 million ($ 18.0 million and $ 186.5 million, respectively, not including the bispecific antibody that Janssen has deprioritized).

In addition, the Company is eligible to receive tiered royalties in the mid-single digits on product sales, with the royalty term being, on a product-by-product and country-by-country basis, either (i) for as long as there is Zymeworks platform patent coverage on products, or (ii) for 10 years, beginning from the first commercial sale, whichever period is longer.

In addition, the Company is eligible to receive tiered royalties in the mid-single digits on product sales, with the royalty term bein g, on a product-by-product and country-by-country basis, either (i) for as long as there is Zymeworks platform patent coverage on products, or (ii) for 10 years, beginning from the first commercial sale, whichever period is longer.

If there is no Zymeworks patent coverage on products, royalty rates may be potentially reduced.

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The termination of the LEO Research and License Agreement did not have any financial impact during the year ended December 31, 2023.

License Agreement with Iconic Therapeutics, Inc.

On May 13, 2019, the Company entered into a license agreement with Iconic to develop and commercialize an ADC (ICON-2) targeting tissue factor generated through the use of the Company’s ZymeLink platform.

Under the terms of this agreement, the Company granted Iconic a worldwide, royalty-bearing, antibody sequence-specific, exclusive license to develop and commercialize certain products.

Iconic is responsible for the development, manufacturing, and commercialization of the products.

Pursuant to this agreement, the Company was initially eligible to receive development and commercial milestone payments and tiered royalties on worldwide net sales.

From contract inception to December 31, 2023, the Company has received $ 1.0 million in milestone payments.

In December 2020, Exelixis, Inc.

(“Exelixis”) exercised an option under an existing agreement with Iconic to license ICON-2 (also known as XB002) and under the Company’s agreement with Iconic, the Company received $ 4.0 million accordingly, a share of the $ 20.0 million option fee paid to Iconic by Exelixis.

In December 2021, under an amendment between Iconic and Exelixis, the Company recognized $ 5.0 million as a share of the one-time fee received by Iconic in exchange for all future milestones owing to Iconic from Exelixis.

The Company will continue to be eligible to receive future royalties on the ICON-2 program pursuant to the agreement with Iconic.

Iconic and its partners are responsible for the development, manufacturing, and commercialization of the products.

In April 2022, the Company entered into a licensing agreement with Atreca, Inc.

(“Atreca”), granting Atreca a worldwide, royalty-bearing license to research, develop and commercialize novel ADCs.

The Company is eligible to receive up to $ 210.0 million in option exercise fees and clinical development and regulatory approval milestone payments and up to $ 540.0 million in commercial milestone payments, as well as tiered royalties on worldwide sales.

The Company's performance obligations in relation to the research license fee of $ 5.0 million were met in April 2022.

Accordingly, the research license fee was recognized as revenue during the year ended December 31, 2022.

There are no active programs under development pursuant to this agreement.

Other Income (Expense), net

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2025 2024 2023

Foreign exchange gain (loss)

$ 776 $ ( 1,185 ) $ 1,152

Foreign exchange (loss) gain $ ( 610 ) $ 776 $ ( 1,185 )

Other 51 ( 218 ) 291

$ ( 559 ) $ 558 $ ( 894 )

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Loss before provision for income taxes was as follows:

Year Ended December 31,

United States

Loss before income taxes

Income tax expense is comprised of the following:

Year Ended December 31,

2024 2023 2022

Current tax provision:

Foreign ( 898 )

Total current tax expense ( 431 )

Deferred tax provision:

Federal ( 845 )

Foreign ( 100 )

Total deferred tax expense

Provision for income taxes

Year Ended December 31,

Current income tax expense $ ( 5,393 ) $ ( 189 )

$ ( 5,393 ) $ ( 189 ) $ ( 8,953 )

Deferred income tax (expense) recovery ( 691 ) 757

( 691 ) 757 ( 1,940 )

Income tax (expense) recovery $ ( 6,084 ) $ 568

$ ( 6,084 ) $ 568 $ ( 10,893 )

Current income tax recovery expense for the years ended December 31, 2024, 2023 and 2022 arose from the operations of the Company as well as its wholly owned subsidiaries in Canada, in the United States, in Ireland and in Singapore, as well as withholding taxes paid by the Company abroad in 2024, 2023 and 2022.

Income tax expense varies from the amounts that would be computed by applying the expected U.S.

statutory income tax rate of 21 % (2023:

21 % and 2022:

21 %) to income (loss) before income taxes as shown in the following table:

Current income tax expense for the years ended December 31, 2025, 2024 and 2023 arose from the operations of the Company and its wholly owned subsidiaries in Canada, in the United States, in Ireland and in Singapore, as well as withholding taxes paid by the Company abroad in 2025, 2024 and 2023.

A reconciliation of the provision for income taxes to the amount computed by applying the 21% statutory U.S.

federal income tax rate to income before income taxes after the adoption of ASU 2023-09 is as follows:

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Year Ended December 31,

2024 2023 2022

Federal statutory income tax rate 16,748 21.0 %

State & local income tax, net of federal income tax effect (1)

Foreign tax effects

Tax rate differential ( 3,980 ) ( 5.0 ) %

Provincial tax rate differential

Changes in valuation allowance ( 15,682 ) ( 19.7 ) %

Effect of cross-border laws ( 1,921 ) ( 2.4 ) %

SR&ED Tax Credits 2,971 3.7 %

Stock Based Compensation ( 4,065 ) ( 5.1 ) %

Other 91 0.1 %

United Kingdom

Stock Based Compensation 1,047 1.3 %

Other ( 16 ) — %

Other foreign jurisdictions ( 208 ) ( 0.2 ) %

Enactment of new tax laws — — %

Effect of cross-border laws

Foreign Base Company Income ( 2,006 ) ( 2.5 ) %

Tax Credits 635 0.8 %

Changes in valuation allowance ( 3,237 ) ( 4.1 ) %

Non-taxable or non-deductible items ( 122 ) ( 0.2 ) %

Changes in unrecognized tax benefits ( 97 ) ( 0.1 ) %

Other 839 1.1 %

Effective Income Tax Rate ( 1,376 ) ( 1.7 ) %

(1) State taxes in New York, New Jersey, and Texas made up the majority of the tax effect in this category for the year ended December, 31 2025.

A reconciliation of the provision for income taxes to the amount computed by applying the 21% statutory U.S.

federal income tax rate to income before income taxes for years prior to the adoption of ASU 2023-09 is as follows:

Year Ended December 31,

Computed taxes at United States statutory income tax rate $ 24,466 $ 25,041

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Income tax (expense) recovery $ ( 6,084 ) $ 568

$ ( 6,084 ) $ 568 $ ( 10,893 )

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Deferred income tax assets and liabilities result from the temporary differences between the amounts of assets and liabilities recognized for financial statement and income tax purposes.

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Research and development deductions and credits 57,097 50,415

Contingent consideration 7 111

Stock options 7,724 8,388

Operating lease liability 4,657 4,761

Other 195 465

$ 279,999 $ 258,248

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Property and equipment ( 243 ) ( 174 )

IPR&D — ( 4,760 )

Operating lease right-of-use assets ( 4,024 ) ( 4,294 )

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273,136 248,842

248,842 222,336

valuation allowance ( 274,457 ) ( 249,218 )

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Net deferred tax (liabilities) assets $ ( 1,321 ) $ ( 376 )

The realization of deferred income tax assets is dependent upon the generation of sufficient taxable income during future periods in which the temporary differences are expected to reverse.

The valuation allowance is reviewed on a quarterly basis and if the assessment of the “more likely than not” criterion changes, the valuation allowance is adjusted accordingly.

In evaluating the ability to realize the net deferred tax assets, all available positive and negative evidence was considered, including the Company's past operating results and the forecast of future market growth, forecasted earnings, future taxable income, and prudent and feasible tax planning strategies.

The change in the valuation allowance from December 31, 2024 to December 31, 2025 primarily relates to loss carryforward attributes sustained in the current reporting period that are not more-likely-than-not to be realized.

At December 31, 2025, the Company has net operating losses carried forward for tax purposes in Canada, which are available to reduce taxable income of future years of approximately $ 737.0 million (December 31, 2024:

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federal taxes payable expiring commencing in 2042 through 2045.

The investment tax credits and non-capital losses for income tax purposes expire as follows:

Expiry date Investment tax credits Research tax

credits Non-capital losses

2029 $ 1,169 $ — $ —

2030 1,242 — —

2031 1,424 — —

2032 1,248 — —

2033 1,277 — —

2034 1,701 — —

2035 1,080 — 3,961

2036 867 — 24,578

2037 1,587 — 10,625

2038 1,485 — —

2039 1,818 — 81,253

2040 1,903 — 146,611

2041 2,222 — 192,924

2042 1,777 445 41,793

2043 1,934 — 100,086

2044 2,232 425 56,164

$ 24,966 $ 870 $ 657,995

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A reconciliation of total unrecognized tax benefits for the years ended December 31, 2025, 2024, and 2023 are as follows:

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Balance, beginning of year $ 3,115 $ 3,077 $ 3,063

Increases related to prior year tax positions — — —

Increases related to current year tax positions 38 14 —

Gross increases related to prior year tax positions 2,364 — —

Gross decreases to tax positions in prior periods — — —

Gross increases to current period tax positions 97 38 14

Gross decreases due to settlements with taxing authorities — — —

Gross decreases due to statute of limitations lapse — — —

Balance, end of year $ 5,576 $ 3,115 $ 3,077

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Recognition of these potential benefits would result in a deferred tax asset in the form of net operating loss carry-forward, which would be subject to a valuation allowance based on conditions existing at the reporting date.

The Company recognizes interest expense and penalties related to unrecognized tax benefits within the provision for income tax expense on the consolidated statements of (loss) income and comprehensive (loss) income.

The Company recognizes interest expense and penalties related to unrecognized tax benefits within the provision for income tax expense on the consolidated statements of loss and comprehensive loss.

The Company currently files income tax returns in Canada, the United States, the United Kingdom, Ireland and Singapore, the jurisdictions in which the Company believes that it is subject to tax.

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Tax years 2023 to 2025 remains subject to Ireland and Singapore income tax examinations.

The amounts of cash income taxes paid by the Company were as follows:

Year Ended December 31,

Federal $ 213

United Kingdom 1,030

All other foreign 18

Income taxes, net of amounts refunded $ 1,350

The lease for the Company’s office and laboratory spaces in Vancouver, British Columbia, which was entered into in January 2019, has an initial term expiring in February 2032, with two five-year extension options.

In addition, the Company leases office spaces in Bellevue, Washington and in Redwood City, California with lease terms expiring between December 2024 and August 2027.

In addition, the Company has commitments for future operating lease payments of $ 804 under a lease agreement for office space which will commence on January 1, 2025, with an expiry date of June 30, 2026, that is not included in the table below.

In addition, the Company leases office spaces in Bellevue, Washington and in Redwood City, California with lease terms expiring between August 2027 and July 2029.

None of the optional extension periods have been included in the determination of the right-of-use assets or the lease liabilities for operating leases as the Company did not consider it reasonably certain that the Company would exercise any such options.

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The Company also leases office equipment under capital lease agreements.

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Operating leases in Canadian dollars

Cash paid for amounts included in the measurement of operating lease liabilities for fixed lease payments for the year ended December 31, 2024 was $ 4,152 and was included in net cash used in operating activities in the consolidated statement of cash flows.

Cash paid for amounts included in the measurement of operating lease liabilities for fixed lease payments for the year ended December 31, 2025 was $ 4,270 (2024:

$ 4,152 ) and was included in net cash used in operating activities in the consolidated statement of cash flows.

In addition, on April 4, 2024, the Company terminated its long-term facility lease in Seattle, pursuant to which the Company paid $ 6,075 as a termination fee.

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Operating lease liabilities $ 18,267

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The cost components of the operating leases were as follows:

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$ 5,612 $ 5,449 $ 8,929

During the year ended December 31, 2024, the Company did no t recognize any impairment losses on its right-of-use assets (2023:

During the year ended December 31, 2025, the Company recognized $ 316 of impairment losses on its right-of-use assets (2024:

nil and 2023:

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For out-licensed products and technologies incorporating certain Kairos intellectual property, the Company may also be required to pay CVI a mid-single digit percentage of certain future revenue.

As of December 31, 2024, the contingent consideration had an estimated fair value of nil , which has been recorded within liabilities on the Company’s consolidated balance sheet (December 31, 2023:

$ 1,878 ) (note 9).

The contingent consideration was calculated using a probability weighted assessment of the likelihood of the milestones being met, a probability adjusted discount rate that reflects the stage of the development and time to complete the development.

Contingent consideration is a financial liability and measured at its fair value at each reporting period, with any changes in fair value from the previous reporting period recorded within research and development expenses in the consolidated statement of loss (income).

As of December 31, 2025, the contingent consideration had an estimated fair value of nil , (December 31, 2024:

nil ) (note 9).

The following table presents the changes in fair value of the Company’s liability for contingent consideration:

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Year ended December 31, 2024 $ 1,878 ( 1,878 ) — $ —

The following tables present information about the Company’s liability for contingent consideration measured at fair value on a recurring basis, and indicate the fair value hierarchy of the valuation technique used to determine such fair value:

2024 Level 1 Level 2 Level 3

Liability for contingent consideration

Total $ — $ — $ — $ —

2023 Level 1 Level 2 Level 3

Liability for contingent consideration

$ 1,878 — — $ 1,878

Total $ 1,878 $ — $ — $ 1,878

The Company used the following assumptions to estimate fair value of contingent consideration liability as of December 31, 2024 and 2023:

2024 December 31,

Weighted assessment of the likelihood of the milestones 0.0 % 33.5 %

Weighted average estimated period for achievement of milestones

0 years 0.92 years

Discount rate 17.0 % 17.0 %

Contingencies

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The Company does not believe it is currently subject to any material matters where there is at least a reasonable possibility that a material loss may be incurred.

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Business Segments

The Company operates and manages its business in a single reportable segment, which is the discovery, development and commercialization of next-generation multifunctional biotherapeutics (the “biotherapeutics segment”).

The Company operates and manages its business in a single reportable segment, which is the Management of a portfolio of licensed healthcare assets and development of novel multifunctional biotherapeutics (the “biotherapeutics segment”).

The biotherapeutics segment revenue consists of collaboration revenue, including amounts recognized relating to upfront non-refundable payments for licenses or options to obtain future licenses, research and development funding, milestone payments and royalties earned under collaboration and license agreements and is managed on a consolidated basis.

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The Company’s Chief Operating Decision Maker ("CODM”) is the Chair of the Board of Directors and Chief Executive Officer.

The CODM assesses performance for the biotherapeutics segment and decides how to allocate resources to our

development pipeline based on the results of our strategic planning, with segment (loss) income being used to monitor performance against the budgeted costs of that strategy.

The CODM assesses performance for the biotherapeutics segment and decides how to allocate resources based on the results of our strategic planning, with segment (loss) income being used to monitor performance against the budgeted costs of that strategy.

The measure of segment assets is reported on the balance sheet as total consolidated assets.

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162,755 171,529 195,169

Segment (loss) income

( 56,790 ) ( 95,225 ) ( 119,157 )

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$ ( 81,130 ) $ ( 122,695 ) $ ( 118,674 )

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Subsequent even t

In January 2025, the Company achieved a $ 14.0 million cash research milestone associated with a clinical milestone under the Company ’ s 2016 platform technology transfer and license agreement with GSK.

On March 2, 2026, Zymeworks BC entered into a sale agreement (the “Sale Agreement”) with Zymeworks Royalty Limited Partnership (the “Subsidiary”) a special purpose entity newly formed by Zymeworks BC and by its general partner Zymeworks General Partner ULC (“Zymeworks GP”).

Under the Sale Agreement, Zymeworks BC sold to the Subsidiary a 30 % interest in future royalties from the license agreements with Jazz Pharmaceuticals Ireland Limited (“Jazz”) and BeOne Medicines Ltd.

(“BeOne”) relating to Ziihera (zanidatamab‑hrii), not to exceed 120 % of the maximum amount payable (excluding indemnification and other similar obligations) by the Subsidiary under the Loan Agreement (defined below) (such 30 % interest, the “Transferred Royalty Interest”).

Following the transfer, the Subsidiary entered into a loan agreement (the “Loan Agreement”) with Royalty Pharma Development Funding, LLC (“Royalty Pharma”), acting as administrative agent and lender, pursuant to which the Subsidiary borrowed $ 250.0 million in a non‑recourse, secured term loan (the “Loan”).

The loan bears fixed interest and matures on December 31, 2042.

Under the terms of the Loan Agreement, the amount payable to Royalty Pharma no later than the Maturity Date is approximately $ 481.3 million, provided that if the Loan is repaid in full on or before December 31, 2033, the amount payable to the Lenders is $ 412.5 million, in each case inclusive of all applicable interest, yield protection premiums, early redemption fees, exit fees and other amounts payable under the Loan Agreement (excluding indemnification and similar obligations).

Amounts repaid may not be reborrowed.

The Loan Agreement is fully non‑recourse to Zymeworks BC and Zymeworks Inc.

and is secured solely by the Subsidiary’s assets, including the Transferred Royalty Interest, related rights under the Sale Agreement, and the deposit account used to receive royalty payments.

The Sale Agreement and Loan Agreement contain customary covenants and restrictions, including certain transfers, additional indebtedness, and related matters.

In the event of certain defaults, such as termination of either Covered Agreement, specified breaches, or a change of control of the Company, Royalty Pharma may declare all outstanding principal, accrued interest, and applicable fees immediately due and enforce its rights against the collateral securing the loan.

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Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

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 8. Financial Statements and Supplementary Data