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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to ____________

Commission File Number: 001-39487

     Silence Therapeutics plc

    

     (Exact name of registrant as specified in its charter)

    


England and Wales		Not Applicable
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

12 Hammersmith Grove
London, United Kingdom		W6 7AP
(Address of principal executive offices)		(Zip Code)

     +44 20 3457 6900

    

     (Registrant’s telephone number, including area code)

    

     (Former name, former address and former fiscal year, if changed since last report)

    

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
American Depository Shares, each representing three ordinary shares, nominal value £0.05 per share	SLN	The Nasdaq Stock Market LLC
Ordinary Share, nominal value £0.05 per share*	*	The Nasdaq Stock Market LLC*

*Not for trading, but only in connection with the listing of the American Depositary Shares on The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.


	Large accelerated filer ☒	Accelerated filer ☐
	Non-accelerated filer ☐	Smaller reporting company ☐
		Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No

As of October 30, 2025, the registrant had 141,701,848 ordinary shares (including ordinary shares in the form of American Depositary Shares) outstanding, nominal value £0.05 per share.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q, or Quarterly Report, contains forward-looking statements that involve substantial risks and uncertainties. In some cases, you can identify forward-looking statements by the words “may,” “might,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “objective,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “continue” and “ongoing,” or the negative of these terms, or other comparable terminology intended to identify statements about the future. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, levels of activity, performance or achievements to be materially different from the information expressed or implied by these forward-looking statements. The forward-looking statements and opinions contained in this Quarterly Report are based upon information available to us as of the date of this Quarterly Report and, while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. Forward-looking statements include, but are not limited to, statements about:

•

the development of our product candidates, including statements regarding the timing of initiation, completion and the outcome of preclinical studies or clinical trials and related preparatory work, the period during which the results of the trials will become available and our research and development programs;

•

our ability to obtain and maintain regulatory approval of our product candidates in the indications for which we plan to develop them, and any related restrictions, limitations or warnings in the label of an approved drug or therapy;

•

our plans to collaborate, or statements regarding the ongoing collaborations, with third parties;

•

our plans to research, develop, manufacture and commercialize our product candidates;

•

the timing of our regulatory filings for our product candidates;

•

the size and growth potential of the markets for our product candidates;

•

our ability to raise additional capital;

•

our commercialization, marketing and manufacturing capabilities and strategy;

•

our expectations regarding our ability to obtain and maintain intellectual property protection;

•

our ability to attract and retain qualified employees and key personnel;

•

our ability to contract with third-party suppliers and manufacturers and their ability to perform adequately;

•

our estimates regarding future revenue, expenses and needs for additional financing;

•

our belief that our existing cash, cash equivalents and future anticipated milestone payments from our existing collaborations will be sufficient to fund our operating expenses and capital expenditure requirements into 2028; and

•

regulatory developments in the United States, United Kingdom, European Union, or EU, and other jurisdictions.

Any forward-looking statements in this Quarterly Report reflect our current views with respect to future events or to our future financial performance and involve known and unknown risks, uncertainties and assumptions that could cause our actual results and the timing of certain events to differ materially from future results expressed or implied by the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those identified herein, and those discussed in the section titled “Risk Factors,” set forth in Part II, Item 1A of this Quarterly Report (if any), as well as information provided elsewhere in this Quarterly Report and our Annual Report on Form 10-K filed with the Securities and Exchange Commission, or SEC, on February 27, 2025. As a result of these factors, we cannot assure you that the forward-looking statements in this Quarterly Report will prove to be accurate. Furthermore, if our forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified time frame, or at all. Forward-looking statements speak only as of the date they are made, and we undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. You should, therefore, not rely on these forward-looking statements as representing our views as of any date subsequent to the date of this Quarterly Report.

TABLE OF CONTENTS


	PART I – FINANCIAL INFORMATION	Page

ITEM 1.	Financial Statements (Unaudited)	1
	Condensed Consolidated Balance Sheets as of September 30, 2025, and December 31, 2024	1
	Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2025, and 2024 Condensed Comprehensive Loss for the three and nine months ended September 30, 2025, and 2024	2
	Condensed Consolidated Statements of Shareholders’ Equity for the three and nine months ended September 30, 2025, and 2024	4
	Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2025, and 2024	5
	Notes to the Condensed Consolidated Financial Statements	6

ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
ITEM 3.	Quantitative and Qualitative Disclosures about Market Risk	26
ITEM 4.	Controls and Procedures	27

	PART II – OTHER INFORMATION

ITEM 1.	Legal Proceedings	28
ITEM 1A.	Risk Factors	28
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	32
ITEM 3.	Defaults Upon Senior Securities	32
ITEM 4.	Mine Safety Disclosures	32
ITEM 5.	Other Information	32
ITEM 6.	Exhibits	33
	Signatures	34

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

Silence Therapeutics plc

Condensed Consolidated Balance Sheets

(Unaudited, in thousands, except share and per share data)



	Note		September 30, 2025			December 31, 2024
Current assets
Cash and cash equivalents			$	82,031		$	121,330
Short-term investments				20,161			26,004
R&D benefit receivable		8		22,152			24,396
Other current assets				9,260			14,664
Trade receivables				28			972
Total current assets				133,632			187,366
Property, plant and equipment				1,655			1,818
Operating lease right-of-use assets				192			157
Goodwill		6		10,612			9,392
Other intangible assets				300			312
Other long-term assets				399			3,590
Total assets			$	146,790		$	202,635

Current liabilities
Contract liabilities		7	$	(301	)	$	(306	)
Trade and other payables				(16,993	)		(16,399	)
Operating lease liabilities, current				(85	)		(117	)
Total current liabilities				(17,379	)		(16,822	)
Contract liabilities		7		(55,251	)		(51,790	)
Operating lease liabilities				(97	)		—
Total liabilities			$	(72,727	)	$	(68,612	)
Commitments and contingencies (Note 11)

Shareholders’ equity
Ordinary shares - par value £0.05 per share; 141,701,848 shares issued at September 30, 2025 (December 31, 2024: 141,674,074)		9		(10,290	)		(10,288	)
Additional paid-in capital				(617,648	)		(609,560	)
Accumulated deficit				550,802			474,044
Accumulated other comprehensive loss				3,073			11,781
Total shareholders' equity				(74,063	)		(134,023	)

Total liabilities and shareholders' equity			$	(146,790	)	$	(202,635	)

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

Silence Therapeutics plc

Condensed Consolidated Statements of Operations

(Unaudited, in thousands, except share and per share data)


			Three months ended Sept 30,						Nine months ended Sept 30,
	Note		2025			2024			2025			2024
Revenue		3	$	159		$	1,498		$	525		$	17,953
Cost of sales				(64	)		(3,639	)		(203	)		(9,772	)
Gross profit				95			(2,141	)		322			8,181
Research and development costs				(20,544	)		(20,159	)		(59,004	)		(45,806	)
General and administrative expenses				(5,795	)		(7,697	)		(18,610	)		(21,342	)
Restructuring charges				—			—			(1,324	)		—
Operating loss				(26,244	)		(29,997	)		(78,616	)		(58,967	)
Foreign currency gain/(loss), net				1,934			(11,396	)		(8,448	)		(11,266	)
Other income, net				770			1,412			2,600			3,430
Benefit from R&D credit	8			2,583			4,486			7,633			9,713
Loss before income tax expense				(20,957	)		(35,495	)		(76,831	)		(57,090	)
Income tax expense				(1	)		(49	)		(11	)		(521	)
Net Loss			$	(20,958	)	$	(35,544	)	$	(76,842	)	$	(57,611	)
Loss per share (basic and diluted)	5		$	(0.15	)	$	(0.25	)	$	(0.54	)	$	(0.42	)
Weighted average shares outstanding (basic and diluted)				141,701,848			141,198,163			141,692,294			137,775,274

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

Silence Therapeutics plc

Condensed consolidated statements of comprehensive income (loss)

(Unaudited, in thousands)


	Three months ended Sept 30,						Nine months ended Sept 30,
	2025			2024			2025			2024
Net Loss	$	(20,958	)	$	(35,544	)	$	(76,842	)	$	(57,611	)
Other comprehensive (loss)/income:
Foreign exchange differences arising on consolidation of foreign operations (net of tax)		(1,669	)		7,674			8,707			7,804
Total other comprehensive (loss)/income for the period		(1,669	)		7,674			8,707			7,804
Total comprehensive loss for the period	$	(22,627	)	$	(27,870	)	$	(68,135	)	$	(49,807	)

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

Silence Therapeutics plc

Condensed Consolidated Statements of Shareholders’ Equity

(Unaudited, in thousands, except share data)


			Ordinary Shares
	Note		Shares		Cost		Additional paid- in capital			Accumulated other comprehensive income			Accumulated deficit			Total shareholders' equity
At January 1, 2024				118,846,966	$	8,847	$	455,765		$	(10,725	)	$	(431,894	)	$	21,993
Net loss				-		-		-			-			(2,312	)		(2,312	)
Foreign currency translation adjustments (net of tax)				-		-		-		$	(57	)		-			(57	)
Recognition of share-based payments		10		-		-		4,118			-			-			4,118
Options exercised in the period	9/10			512,322		-		(992	)		-			992			-
Proceeds from shares issued	9			20,368,665		1,316		131,704			-			-			133,020
At March 31, 2024				139,727,953	$	10,163	$	590,595		$	(10,782	)	$	(433,214	)	$	156,762
Net loss				-		-		-			-			(19,755	)		(19,755	)
Foreign currency translation adjustments (net of tax)				-		-		-		$	186			-			186
Recognition of share-based payments		10		-		-		4,141			-			-			4,141
Options exercised in the period	9/10			665,517		-		(1,410	)		-			1,410			-
Proceeds from shares issued	9			-		42		1,151			-			-			1,193
At June 30, 2024				140,393,470	$	10,205	$	594,477		$	(10,596	)	$	(451,559	)	$	142,527
Net loss				-		-		-			-			(35,544	)		(35,544	)
Foreign currency translation adjustments (net of tax)				-		-		-			7,674			-			7,674
Recognition of share-based payments		10		-		-		4,067			-			-			4,067
Options exercised in the period	9/10			201,018		-		(688	)		-			688			-
Proceeds from shares issued	9			1,050,000		81		7,891			-			-			7,972
At September 30, 2024				141,644,488	$	10,286	$	605,747		$	(2,922	)	$	(486,415	)	$	126,696


At January 1, 2025				141,674,074	$	10,288		609,560		$	(11,780	)	$	(474,045	)	$	134,023
Net loss				-		-		-			-			(28,530	)		(28,530	)
Foreign currency translation adjustments (net of tax)				-		-		-			3,696			-			3,696
Recognition of share-based payments		10		-		-		3,540			-			-			3,540
Options exercised in the period	9/10			16,776		-		(39	)		-			39			-
Proceeds from shares issued				-		1		13			-			-			14
At March 31, 2025				141,690,850	$	10,289	$	613,074		$	(8,084	)	$	(502,536	)	$	112,743
Net loss				-		-		-			-			(27,354	)		(27,354	)
Foreign currency translation adjustments (net of tax)				-		-		-			6,680			-			6,680
Recognition of share-based payments		10		-		-		2,085			-			-			2,085
Options exercised in the period	9/10			10,998		-		(46	)		-			46			-
Proceeds from shares issued				-		1		-			-			-			1
At June 30, 2025				141,701,848	$	10,290	$	615,113		$	(1,404	)	$	(529,844	)	$	94,155
Net loss				-		-		-			-			(20,958	)		(20,958	)
Foreign currency translation adjustments (net of tax)				-		-		-			(1,669	)		-			(1,669	)
Recognition of share-based payments		10		-		-		2,535			-			-			2,535
Options exercised in the period	9/10			-		-		-			-			-			-
Proceeds from shares issued				-		-		-			-			-			-
At September 30, 2025				141,701,848	$	10,290	$	617,648		$	(3,073	)	$	(550,802	)	$	74,063

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

Silence Therapeutics plc

Condensed Consolidated Statements of Cash Flows

(Unaudited, in thousands)


	Nine months ended Sept 30,
	2025			2024
Cash flow from operating activities
Net loss	$	(76,842	)	$	(57,611	)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Depreciation expense		235			260
Amortization expense		207			193
Share-based compensation expense		8,160			12,326
Net foreign exchange impacts		10,792			9,965
Other income, net		(2,600	)		(3,520	)
Income tax expense		11			521
Change in operating assets and liabilities:
Decrease/(increase) in trade receivables		994			(293	)
Decrease/(increase) in other current assets		7,757			(1,722	)
Decrease in R&D benefit receivable		3,851			1,744
Decrease in other long-term assets		3,401			558
(Decrease)/increase in trade and other payables		(502	)		2,187
Decrease in contract liabilities		(302	)		(4,626	)
Decrease in operating lease liabilities		(146	)		(141	)
Net cash provided by/(used in) operations		(44,984	)		(40,159	)
Cash flow from investing activities
Redemption of term deposits		98,036			24,856
Purchase of term deposits		(92,635	)		(112,798	)
Purchase of property, plant and equipment		(55	)		(149	)
Net cash provided by/(used in) investing activities		5,346			(88,091	)
Cash flow from financing activities
Proceeds from issue of ordinary shares		15			142,185
Net cash provided by financing activities		15			142,185
(Decrease)/increase in cash and cash equivalents		(39,623	)		13,935
Cash and cash equivalents at start of period		121,330			68,789
Effect of exchange rate fluctuations on cash and cash equivalents held		324			219
Cash and cash equivalents at end of period	$	82,031		$	82,943
Supplemental disclosures of cash flow information:
Tax paid		(630	)		(326	)

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

Silence Therapeutics plc

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

1. General information

1.1. Nature of the business

Silence Therapeutics plc and its subsidiaries, or together, the Group or Company, are primarily involved in the discovery, delivery and development of RNA therapeutics. Silence Therapeutics plc, a public company limited by shares registered in England and Wales, with company number 02992058, is the Group’s ultimate parent company. The Company’s registered office is 27 Eastcastle Street, London, United Kingdom W1W 8DH and the principal place of business is 12 Hammersmith Grove, London, United Kingdom W6 7AP.

2. Summary of significant accounting policies

2.1. Basis of preparation

The accompanying unaudited condensed consolidated interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America, or U.S. GAAP, for interim financial reporting and pursuant to the requirements for reporting on Form 10-Q and Article 10 of Regulation S-X. Accordingly, certain information and disclosures required by U.S. GAAP for complete consolidated financial statements are not included herein. These interim statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 filed with the Securities and Exchange Commission, or the SEC, on February 27, 2025. In the opinion of management, all adjustments considered necessary for a fair statement of these interim statements have been included and are of a normal and recurring nature. The results for the three and nine months ended September 30, 2025 are not necessarily indicative of the results to be expected for the year ending December 31, 2025, any other interim periods, or any future year or period.

The Group previously prepared its consolidated financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board when the Group qualified as a foreign private issuer under the rules and regulations of the SEC. In connection with the loss of the Group’s status as a foreign private issuer, the Group is required to report with the SEC on domestic forms and comply with domestic company rules in the United States, including preparation of its financial statements in accordance with U.S. GAAP. The transition to U.S. GAAP was made retrospectively for all reported periods in this Quarterly Report on Form 10-Q.

2.2. Functional and reporting currency

The reporting currency of the condensed consolidated financial statements is U.S. Dollars, or USD or $. The functional currency of the Group’s subsidiaries reflects the economic environment of their respective operations. All amounts disclosed have been rounded to the nearest thousand, unless otherwise stated.

Due to the loss of the Group’s status as a foreign private issuer, effective January 1, 2025, the Group was required as a domestic filer to change its reporting currency of the condensed consolidated financial statements from British pound sterling, or GBP, to USD. The change in reporting currency was applied retrospectively. Condensed consolidated financial statements for all reported periods have been recast into USD and presented to the nearest thousand dollars.

2.3. Principles of consolidation

The condensed consolidated financial information comprises the financial statements of Silence Therapeutics plc and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated on consolidation.

Silence Therapeutics plc

Notes to the Condensed Consolidated Financial Statements

(Unaudited) - (Continued)

2.4. Use of estimates

The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions reflected in the Group’s condensed consolidated financial statements include, but are not limited to, the recognition of revenue and research and development expenses. The Group bases its estimates on historical experience, known trends and other market-specific or other relevant factors that it believes to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates when there are changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results could differ materially from those estimates.

2.5. Going concern

The Group has incurred recurring losses since inception, including net losses of $76.8 million for the nine months ended September 30, 2025. As of September 30, 2025, the Group had accumulated losses of $550.8 million and cash outflows from operating activities for the nine months ended September 30, 2025 was $45.0 million.

The Group expects to incur operating losses for the foreseeable future as it continues its research and development efforts, seeks to obtain regulatory approval of its product candidates and pursues any future product candidates the Group may develop.

To date, the Group has funded its operations through upfront payments and milestones from collaboration agreements, equity offerings and proceeds from private placements, as well as management of expenses and other financing options to support its continued operations. In 2024, the Group raised additional proceeds of $27.7 million before deducting $0.9 million in placement agent fees and other expenses, from sales of American Depositary Shares or ADSs, under its Open Market Sale Agreement with Jefferies LLC, dated October 15, 2021, or the Sales Agreement. On February 5, 2024, the Group announced a private placement of 5,714,286 of the ADSs, each representing three ordinary shares, at a price of $21.00 per ADS, with new and existing institutional and accredited investors, or the Private Placement. The aggregate gross proceeds of the Private Placement were $120.0 million before deducting approximately $7.7 million in placement agent fees and other expenses. In 2024, the Group received a $10.0 million milestone payment from the AstraZeneca collaboration and received another $2.0 million in milestone payments from the Hansoh collaboration. As of September 30, 2025, the Group had cash and cash equivalents and short-term investments of $102.2 million.

The Group believes that its current cash and cash equivalents are sufficient to fund its operating expenses for at least the next twelve months from the issuance date of these unaudited condensed consolidated financial statements. For this reason, the Group continues to adopt the going concern basis in preparing the financial statements.

The Group will need to raise additional funding to fund its operation expenses and capital expenditure requirements in relation to its clinical development activities. The Group may seek additional funding through public or private financings, debt financing or collaboration agreements. Specifically, the Group may receive future milestone payments from existing collaboration agreements which will extend the ability to fund operations. However, these future milestone payments are dependent on achievement of certain development or regulatory objectives that may not occur. The inability to obtain future funding could impact; the Group’s financial condition and ability to pursue its business strategies, including being required to delay, reduce or eliminate some of its research and development programs, or being unable to continue operations or unable to continue as a going concern.

2.6. Recently Issued Accounting Pronouncements

Recently adopted accounting standards

There were no accounting standards adopted in the current period.

Silence Therapeutics plc

Notes to the Condensed Consolidated Financial Statements

(Unaudited) - (Continued)

Accounting standards issued but not yet adopted

In December 2023, the Financial Accounting Standards Board, or FASB, issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which provides for improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. This guidance is effective for annual periods beginning after December 15, 2024, and should be applied on a prospective basis with the option to apply the standard retrospectively. Early adoption is permitted. This standard will have no impact on the Group’s consolidated financial statements. The Company is currently evaluating the impact to its income tax disclosures.

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40). Additionally, in January 2025, the FASB issued ASU 2025-01 to clarify the effective date of ASU 2024-03. The amendments in this update require disclosure, in the notes to financial statements, of specified information about certain costs and expenses at each interim and annual reporting period. The amendments are effective for annual periods beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. This guidance should be applied either prospectively to financial statements issued for reporting periods after the effective date or retrospectively to any or all prior periods presented in the financial statements. The Group is currently evaluating the impact of this guidance on its related disclosures.

3. Revenue

Revenue from collaboration agreements for the three and nine months ended September 30, 2025 related to the research collaboration agreement the Group entered into with AstraZeneca in March 2020.

Disaggregation of revenue from contracts with customers is as follows:


	Three months ended Sept 30,				Nine months ended Sept 30,
	2025		2024		2025		2024
	$000s		$000s		$000s		$000s
Revenue from Contracts with Customers
Research collaboration - Mallinckrodt plc		-		7		-		585
Research collaboration - AstraZeneca		159		1,197		525		16,256
Research collaboration - Hansoh		-		292		-		967
Research collaboration - total		159		1,496		525		17,808
Royalties		-		2		-		145
Total revenue from contracts with customers		159		1,498		525		17,953

Under its collaboration agreement with AstraZeneca, the Group received an upfront cash payment of $20.0 million in 2020 with a further payment of $40 million received in May 2021. The Group is also eligible to receive specified development and commercial milestone payments as well as tiered royalties on net sales, if any. The Group recognizes the upfront payment and milestone payments over time, in accordance with ASC 606. During the nine months ended September 30, 2025, the Group achieved no milestone payments from the collaboration agreement with AstraZeneca (nine months ended September 30, 2024: $10.0 million). During the nine months ended September 30, 2025, the Group recognized a total of $0.5 million in revenue under its collaboration agreement with AstraZeneca (nine months ended September 30, 2024: $16.3 million).

4. Segment reporting

The chief operating decision maker, or CODM, reviews consolidated net loss for the period when assessing the Group’s performance, allocating resources and establishing management’s compensation. In addition to consolidated net loss, the

Silence Therapeutics plc

Notes to the Condensed Consolidated Financial Statements

(Unaudited) - (Continued)

CODM receives discrete information for revenue by major customer and geographic location. Consolidated net loss is used to monitor budget versus actual results and is reviewed against the Group’s peers and competitors as benchmarking. The Group operates as one reportable segment in the specific technology field of RNA therapeutics.

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

The Group derives revenues from customers through royalty income and research collaboration agreements, each representing a major customer, specifically related to the development of RNAi-based medicines. Refer to Note 3 – "Revenue" for a further description of the types of products from which the Group derives its revenues.

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

The table below provides segment information about the Group:


	Three months ended Sept 30,						Nine months ended Sept 30,
	2025			2024			2025			2024
	$000s			$000s			$000s			$000s
Revenue		159			1,498			525			17,953
Less:
Cost of sales		(64	)		(3,639	)		(203	)		(9,772	)
Contracted development costs (a)		(13,147	)		(13,641	)		(40,052	)		(27,715	)
Personnel research and development costs (b)		(4,725	)		(5,252	)		(14,760	)		(15,307	)
Other R&D costs (c)		(2,672	)		(1,266	)		(4,192	)		(2,784	)
General & administrative expenses		(5,795	)		(7,697	)		(18,610	)		(21,342	)
Restructuring charges		—			—			(1,324	)		—
Tax expense		(1	)		(49	)		(11	)		(521	)
Other segment items (d)		5,287			(5,498	)		1,785			1,877
Consolidated net loss		(20,958	)		(35,544	)		(76,842	)		(57,611	)

(a)

Contracted development costs primarily consist of costs incurred under agreements with contract research
organizations and investigative sites that conduct its preclinical studies and clinical trials; costs related to manufacturing active pharmaceutical ingredients and drug products for its preclinical studies and clinical trials; and costs for materials used for in-house research and development activities.

(b)

Personnel R&D costs primarily consist of salaries and personnel-related costs for personnel performing R&D activities or managing those activities that have been out-sourced; and consultants’ costs associated with target selection, preclinical and clinical research activities, and the progression of programs towards clinical trials.

(c)

Other R&D costs include associated facility costs, equipment and other overheads that are directly attributable to R&D and depreciation of capital assets used for research and development activities.

(d)

The other segment items include foreign currency gain/(loss), net, benefit from R&D credit, and other income, net inclusive of bank interest receivable and accretion on U.S. treasury bills.

Silence Therapeutics plc

Notes to the Condensed Consolidated Financial Statements

(Unaudited) - (Continued)

An analysis of the group’s assets and revenues by location is shown below:


	U.S.A.		U.K.		Germany		Total
	$000s		$000s		$000s		$000s
Non-current assets
As of December 31, 2024		-		4,103		11,166		15,269
As of September 30, 2025		-		911		12,247		13,158

Revenue analysis for the nine months ended Sept 30, 2024
Research collaboration		-		17,808		-		17,808
Royalties		-		-		145		145
		-		17,808		145		17,953
							`
Revenue analysis for the nine months ended Sept 30, 2025
Research collaboration		-		525		-		525
Royalties		-		-		-		-
		-		525		-		525

Basic net loss per share is computed by dividing net loss (the numerator) by the weighted average shares outstanding for the period (the denominator). Diluted net loss per share is computed by dividing net income by the weighted average shares outstanding during the period adjusted for the dilutive effects of the exercise of the stock options. In periods when losses from continuing operations are reported, the weighted-average shares outstanding excludes common share equivalents because their inclusion would be anti-dilutive. The computation of net loss per share for the three and nine months ended September 30, 2025 and 2024, respectively was as follows:


	Three months ended Sept 30,						Nine months ended Sept 30,
	2025			2024			2025			2024
	$000s			$000s			$000s			$000s
Net loss		(20,958	)		(35,544	)		(76,842	)		(57,611	)
Weighted-average shares outstanding (basic and diluted)		141,701,848			141,198,163			141,692,294			137,775,274
Net loss per share (basic and diluted)	$	(0.15	)	$	(0.25	)	$	(0.54	)	$	(0.42	)

The options outstanding at September 30, 2025 and 2024 were considered to be anti-dilutive as the Group is loss-making. These options outstanding are described in Note 10.

6. Goodwill

Goodwill is assessed annually at a reporting unit level, or whenever events and circumstances indicate impairment may have occurred. The Group has one reporting unit and performs a qualitative impairment test (also known as “Step 0"), and when necessary, a quantitative test. After assessing the totality of events and circumstances as part of the Step 0 test, it was determined that it is not more likely than not (a likelihood that is more than 50%) that the fair value of the reporting unit is less than its carrying amount and therefore a quantitative test is unnecessary. No triggering events were identified during the period.

Silence Therapeutics plc

Notes to the Condensed Consolidated Financial Statements

(Unaudited) - (Continued)

The following table presents the changes in the carrying amount of goodwill:



	2025		2024
	$000s		$000s
Balance at January 1		9,392		9,981
Translation adjustment		1,220		(589	)
Balance at period-end		10,612		9,392

7. Contract liabilities

Contract liabilities represent the Group’s obligation to transfer services to a customer for which the Group has received advanced consideration, before the performance obligation has been satisfied. These liabilities are recognized when a customer prepays for services or when the Group has an unconditional right to consideration before the performance obligation is fulfilled.

Contract liabilities comprise entirely of advance consideration received from customers (deferred revenue) in respect of the AstraZeneca collaboration as of September 30, 2025. The current contract liabilities represent the amount of estimated revenue to be reported in the next 12 months related to amounts invoiced to its partners, while the non-current portion represents everything beyond 12 months. Current and non-current contract liabilities include future revenue from collaboration recharged expenses, upfront payments, and milestones achieved to September 30, 2025.



	September 30, 2025			December 31, 2024
	$000s			$000s
Contract liabilities:
Current		301			306
Non-current		55,251			51,790
Total contract liabilities at period end		55,552			52,096

Contract liabilities:
At January 1, 2024		81,572
Foreign exchange impact		(691	)
Additions during period		14,328
Revenue unwound during period		(43,113	)
At December 31, 2024		52,096

Contract liabilities:
At January 1, 2025		52,096
Foreign exchange impact		3,758
Additions during period		223
Revenue unwound during period		(525	)
At September 30, 2025		55,552

8. Benefit from R&D credit

An additional $2.6 million was recognized in respect of research and development tax credits in the three months ended September 30, 2025 (three months ended September 30, 2024: $4.5 million).

An additional $7.6 million was recognized in respect of research and development tax credits in the nine months ended September 30, 2025 (nine months ended September 30, 2024: $9.7 million).

Silence Therapeutics plc

Notes to the Condensed Consolidated Financial Statements

(Unaudited) - (Continued)

The current asset at September 30, 2025 was $22.2 million, comprised of $7.6 million in respect of research and development activities for the nine months ended September 30, 2025 and $24.4 million in respect of the year ended December 31, 2024. In the nine months ended September 30, 2025, the Group received $11.0 million related to the receipt of the 2023 claim for past research and development tax credits.

9. Shareholders’ equity



	September 30, 2025		December 31, 2024
Authorized, allotted, called up and fully paid ordinary shares, par value £0.05		10,290		10,288
	Number		Number
Number of shares in issue		141,701,848		141,674,074
Number of equivalent ADSs in issue		47,233,949		47,224,691

The Group has only one class of shares. All ordinary shares have equal voting rights and rank pari passu for the distribution of dividends.

On February 5, 2024, the Group announced a private placement of 5,714,286 of the Group’s ADSs, each representing three ordinary shares, at a price of $21.00 per ADS, with new and existing institutional and accredited investors. The aggregate gross proceeds of the Private Placement were $120.0 million before deducting $7.7 million in placement agent fees and other expenses.

Silence Therapeutics plc

Notes to the Condensed Consolidated Financial Statements

(Unaudited) - (Continued)

Details of the shares issued during the current nine months and prior year are as follows:


Number of shares in issue at January 1, 2024			118,846,966
Number of ADSs in issue at January 1, 2024			39,615,655
Shares issued during the year			21,418,665
Options exercised at $0.20/ADS or $0.07/ordinary share			252,540
Options exercised at $2.40/ADS or $0.80/ordinary share			268,791
Options exercised at $4.23/ADS or $1.41/ordinary share			12,000
Options exercised at $4.24/ADS or $1.41/ordinary share			9,999
Options exercised at $5.81/ADS or $1.94/ordinary share			375
Options exercised at $7.32/ADS or $2.44/ordinary share			30,000
Options exercised at $7.60/ADS or $2.53/ordinary share			584,316
Options exercised at $8.20/ADS or $2.73/ordinary share			49,998
Options exercised at $9.98/ADS or $3.33/ordinary share			222
Options exercised at $10.68/ADS or $3.56/ordinary share			10,500
Options exercised at $12.81/ADS or $4.27/ordinary share			1,500
Options exercised at $12.94/ADS or $4.31/ordinary share			2,841
Options exercised at $13.80/ADS or $4.60/ordinary share			3,708
Options exercised at $15.38/ADS or $5.13/ordinary share			126,144
Options exercised at $16.64/ADS or $5.55/ordinary share			1,248
Options exercised at $19.50/ADS or $6.50/ordinary share			780
Options exercised at $20.41/ADS or $6.80/ordinary share			10,500
Options exercised at $22.01/ADS or $7.34/ordinary share			37,545
Options exercised at $23.60/ADS or $7.87/ordinary share			5,436
Number of shares in issue at December 31, 2024			141,674,074
Number of equivalent ADSs in issue at December 31, 2024			47,224,691


Number of shares in issue at January 1, 2025			141,674,074
Number of ADSs in issue at January 1, 2025			47,224,691
Options exercised at $0.20/ADS or $0.07/ordinary share			17,775
Options exercised at $4.23/ADS or $1.41/ordinary share			9,999
Number of shares in issue at September 30, 2025			141,701,848
Number of equivalent ADSs in issue at September 30, 2025			47,233,949

The Group has outstanding ADSs and each ADS represents three ordinary shares.

10. Equity-settled share-based compensation

The Group has issued share options under the 2023 Equity Incentive Plan, or 2023 Plan, 2018 Long Term Incentive Plan, or LTIP, 2018 Non-Employee Long Term Inventive Plan, or Non-Employee LTIP, and individual share option contracts, each of which is or was open to all eligible service providers of the Group. Under the 2023 Plan, the LTIP, Non-Employee LTIP, and individual contracts the options typically vest after three years, with the exception of some options granted to certain members of key management personnel which have longer vesting periods. The vesting period for these options ranges from 3 to 48 months. The vested options usually lapse less than one year following the employee or service provider leaving the Group.

Silence Therapeutics plc

Notes to the Condensed Consolidated Financial Statements

(Unaudited) - (Continued)


	Number of ADSs			Weighted Average Exercise price
				$
Options
Outstanding at January 1, 2025		5,818,463
Granted during the period		1,626,485
Lapsed or forfeited during the period		(423,551	)
Exercised during the period		(9,258	)
Outstanding at September 30, 2025		7,012,139		$14.12
Exercisable at the period-end		3,984,427

The table above shows the number of options in relation to ordinary shares and equivalent ADSs outstanding and exercisable at period end, on the conversion ratio of three ordinary shares to one ADS.

11. Capital commitments and contingent liabilities

There were no capital commitments at September 30, 2025 or 2024.

12. Restructuring charges

The Group initiated a non-recurring reduction in workforce which resulted in total restructuring charges of $1.3 million in the three months ended June 30, 2025. The charges consist of severance costs for terminated employees. The remaining accrual at September 30, 2025 was $0.2 million.

13. Related party transactions

None.

14. Subsequent events

None.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

You should read the following discussion and analysis of our financial condition and results of operations together with our condensed consolidated financial statements, the related notes thereto appearing elsewhere in this Quarterly Report. The following discussion is based on our financial information prepared in accordance with accounting principles generally accepted in the U.S., or U.S. GAAP, as found in the Accounting Standards Codification and Accounting Standards Update of the Financial Accounting Standards Board and the rules and regulations of the SEC. Some of the information contained in this discussion and analysis or set forth elsewhere in this Quarterly Report, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. Our actual results, performance or experience could differ materially from what is indicated by any forward-looking statement due to various important factors, risks and uncertainties, including, but not limited to, those set forth under “Risk Factors” included elsewhere in this Quarterly Report on Form 10-Q.

Overview

We are a biotechnology company focused on discovering and developing novel molecules incorporating short interfering ribonucleic acid, or siRNA, to inhibit the expression of specific target genes thought to play a role in the pathology of diseases with significant unmet medical need. Our siRNA molecules are designed to harness the body’s natural mechanism of RNA interference, or RNAi, by specifically binding to and degrading messenger RNA, or mRNA, molecules that encode specific targeted disease-associated proteins in a cell. By degrading the message that encodes the disease-associated protein, the production of that protein is reduced, and its level of activity is lowered. In the field of RNAi therapeutics, this reduction of disease-associated protein production and activity is referred to as “gene silencing.” Our proprietary mRNAi GOLD™ (GalNAc Oligonucleotide Discovery) platform consists of siRNA product candidates designed to precisely target and ‘silence’ specific disease-associated genes in the liver. Using our mRNAi GOLD platform, we have generated siRNA product candidates both for our internal development pipeline as well as for out-licensed programs with third-party collaborators. Our wholly owned pipeline is currently focused on three therapeutic areas of high unmet need: cardiovascular disease, hematology and rare diseases.

Divesiran (SLN124) is our wholly owned siRNA product candidate that works by temporarily silencing TMPRSS6 expression in the liver. TMPRSS6 is a negative regulator of hepcidin, the body's master regulator of iron metabolism, including its absorption, distribution and storage. Divesiran has shown promising pre-clinical potential in several hematological disorders and is a potentially first-in-class siRNA in Phase 2 development for polycythemia vera, or PV. PV is a rare, myeloproliferative neoplasm – a type of blood cancer – characterized by the excessive production of red blood cells, often resulting in elevated hematocrit, or HCT, levels. Elevated HCT, defined as 45% or higher, is associated with a four-times higher rate of death from cardiovascular or thrombotic events. PV is associated with a range of burdensome symptoms, including fatigue, cognitive disturbance and pruritus. Longer term, PV may also progress to myelofibrosis and acute myeloid leukemia. The aim of PV treatment is to maintain HCT less than 45%, a level that is associated with a reduced incidence of thrombosis and cardiovascular-associated death. The current standard of care includes repeated phlebotomies to reduce HCT and/or cytoreductive agents to reduce red blood cell production. There are currently no approved therapies that specifically target red blood cells and HCT. By silencing TMPRSS6 in people living with PV, divesiran aims to increase hepcidin levels and redirect iron delivery away from the bone marrow, lowering red blood cell production and potentially reducing the high red blood cell count. In the SANRECO Phase 1 clinical trial of divesiran in PV patients, divesiran lowered and maintained durable control of HCT and essentially eliminated the need for phlebotomies in phlebotomy-dependent PV patients. Importantly, divesiran was well tolerated with no dose-limiting toxicities. The ongoing SANRECO Phase 2 clinical trial is fully enrolled, and we anticipate the announcement of initial topline results from the trial in the third quarter of 2026. The U.S. Food and Drug Administration, or FDA, has granted divesiran Fast Track and orphan drug designations for PV. In December 2024, the European Commission, or EC, granted divesiran orphan drug designation for PV in Europe.

Zerlasiran (SLN360) is our wholly owned siRNA product candidate that works by temporarily silencing LPA expression in the liver to lower the body's production of apolipoprotein(a), a key component of lipoprotein(a), or Lp(a). High Lp(a), defined as 125nmol/L or higher, is a genetically determined cardiovascular risk factor affecting at least 20% of the world’s population and is associated with a high risk of heart attack, stroke and aortic stenosis. Unlike low-density lipoprotein, or LDL, Lp(a) levels are predominantly genetically determined, typically by age five, and unaffected by diet or lifestyle. There are currently no approved medicines that selectively lower Lp(a). A recent U.S.

based registry study in over 16,000 individuals showed that there is substantial risk of major cardiovascular events in individuals with elevated levels below the current accepted risk threshold of 125 nmol/L. Guidelines from the European Atherosclerosis Society and Canadian Cardiovascular Society suggest at least one test in an adult lifetime. The American College of Cardiology, or ACC, and American Heart Association, or AHA, recommend testing for those with a family history of premature atherosclerotic cardiovascular disease, or ASCVD, or personal history of ASCVD. In Phase 1 and Phase 2 clinical trials, zerlasiran substantially lowered Lp(a) levels in ASCVD patients with persisting effects following infrequent dosing. Importantly, zerlasiran was well tolerated with no major safety concerns. We received positive regulatory feedback from the FDA and European Medicines Agency, or EMA, on the Phase 3 cardiovascular, or CV, outcomes study design for zerlasiran in patients with high Lp(a). We have completed core Phase 3 readiness activities, including manufacturing and supply scale up, and we are seeking a third-party partner for Phase 3 development of zerlasiran as well as potential future commercialization.

In addition to our wholly owned clinical pipeline, we have a third siRNA product candidate from our mRNAi GOLD platform in Phase 1 development in an undisclosed indication through our collaboration with AstraZeneca. We are committed to maximizing our mRNAi GOLD platform by advancing a pipeline of both wholly owned and partnered programs. Beyond the liver, we are focused on progressing our extra-hepatic programs based on initial clinical feedback.

Recent Business Developments

•

In October 2025, we announced the completion of patient enrollment in the SANRECO Phase 2 clinical trial of divesiran for the treatment of PV. The Phase 2 portion of SANRECO is a global, randomized, double-blind, placebo-controlled trial that enrolled 48 phlebotomy-dependent PV patients.

•

Following accelerated completion of Phase 2 enrollment, initial topline results from SANRECO are anticipated in the third quarter of 2026.

Collaborations

AstraZeneca

In March 2020, we entered into a collaboration agreement with AstraZeneca, or the AstraZeneca Collaboration, to discover, develop and commercialize siRNA therapeutics for the treatment of cardiovascular, renal, metabolic and respiratory diseases. Under the AstraZeneca Collaboration, AstraZeneca made an upfront cash payment to us of $20.0 million in May 2020. AstraZeneca made an additional unconditional cash payment to us of $40.0 million, which was received in May 2021. In March 2020, an affiliate of AstraZeneca also subscribed for 4,276,580 new ordinary shares for an aggregate subscription price of $20.0 million.

The AstraZeneca Collaboration covers five targets initially, with AstraZeneca having the option to extend the collaboration to a further five targets. AstraZeneca has agreed to pay us $10.0 million upon the exercise of each option to collaborate on an additional target. In May 2023, AstraZeneca nominated the first product candidate under the AstraZeneca Collaboration, triggering a $10 million option fee to us to advance development on an undisclosed program. In February 2024, AstraZeneca initiated a Phase 1 clinical trial for this undisclosed program which triggered another $10 million milestone payment to us. In March 2024, we completed our obligations for the second product candidate under the AstraZeneca Collaboration. For each target selected, we will be eligible to receive up to $140.0 million in potential milestone payments upon the achievement of milestones relating to the initiation of specified clinical trials, the acceptance of specified regulatory filings and the first commercial sale in specified jurisdictions. For each target selected, we will also be eligible to receive up to $250.0 million in potential commercial milestone payments, upon the achievement of specified annual net sales levels, as well as tiered royalties as a percentage of net sales ranging from the high single digits to the low double digits.

Mallinckrodt

In July 2019, we entered into a collaboration agreement with Mallinckrodt, or the Mallinckrodt Collaboration, to develop and commercialize RNAi drug targets designed to silence the complement cascade in complement-mediated disorders. In connection with the Mallinckrodt Collaboration, Mallinckrodt made an upfront cash payment to us of $20.0 million. Under a separate subscription agreement, Cache Holdings Limited, a wholly owned subsidiary of Mallinckrodt, concurrently subscribed for 5,062,167 new ordinary shares for an aggregate subscription price of $5.0 million. Under the Mallinckrodt Collaboration, we granted Mallinckrodt an exclusive worldwide license to our C3 targeting program, SLN501, with options to license two additional undisclosed complement-mediated disease targets from us. In July 2020, Mallinckrodt exercised options on the two additional complement targets.

In March 2023, we reacquired exclusive worldwide rights from Mallinckrodt to the two undisclosed preclinical complement targets. Under the terms of the modified agreement, we did not make any upfront payment to get the two assets back and will potentially pay future success-based milestones and low single digit royalties on net sales if the projects advance. SLN501, the C3 targeting program, remained under the original collaboration agreement. In March 2024, Mallinckrodt notified us that they will not pursue further development of SLN501 following the completion of the Phase 1 clinical trial. This completion also concludes all required development activities and commitments under the Mallinckrodt Collaboration.

Hansoh

In October 2021, we announced a collaboration agreement with Hansoh, or the Hansoh Collaboration, one of the leading biopharmaceutical companies in China, to develop siRNAs for three undisclosed targets leveraging our proprietary mRNAi GOLD™ platform. Under the terms of the Hansoh Collaboration, Hansoh had the exclusive option to license rights to the first two targets in Greater China, Hong Kong, Macau and Taiwan following the completion of Phase 1 trials. We retained exclusive rights for those two targets in all other territories. We were responsible for all activities up to option exercise and will retain responsibility for development outside the China region post Phase 1 trials. Hansoh also had the exclusive option to license global rights to a third target at the point of Investigational New Drug filing. Hansoh was responsible for all development activities post option exercise for the third target. Hansoh made a $16 million upfront payment to us in December 2021. We achieved our first $2 million research milestone payment in the Hansoh collaboration in April 2022. In 2023, we achieved two additional preclinical milestones and received $4 million from the Hansoh Collaboration. In 2024, we achieved an additional preclinical milestone of $2.0 million from the Hansoh Collaboration. In December 2024, Hansoh notified us that it will not pursue further development under the Hansoh Collaboration. This represented the conclusion of all required development activities and commitments under the terms of the Hansoh Collaboration. We retain exclusive rights globally for all three targets.

Components of Results of Operations

Revenue

We do not have any commercially approved products. Accordingly, we have not generated any revenue from product sales, and we do not expect to generate any revenue from the sale of any products unless and until we obtain regulatory approvals for, and commercialize any of, our product candidates. In the future, we will seek to generate revenue primarily from product sales and, potentially, regional or global strategic collaborations with third parties.

We recognized the upfront payment, milestone payments, payments for personnel costs and other research funding payments over time.

In March 2024, Mallinckrodt notified us that they will not pursue further development of the SLN501 program following the completion of the Phase 1 clinical trial. The completion of the Phase 1 clinical trial also represented the conclusion of all required development activities and commitments under the terms of the Mallinckrodt Collaboration. During the nine months ended September 30, 2025, we did not recognize revenue under the Mallinckrodt Collaboration (nine months ended September 30, 2024: $0.6 million).

Under the AstraZeneca Collaboration, we received an upfront cash payment of $20.0 million and an additional payment of $40.0 million in May 2021. We are also eligible to receive specified development and commercial milestone payments as well as tiered royalties on net sales, if any. We recognize the upfront payment and milestone payments over time. During the nine months ended September 30, 2025, we recognized a total of $0.5 million in revenue under the AstraZeneca Collaboration (nine months ended September 30, 2024: $16.3 million).

Under the Hansoh Collaboration, we received an upfront cash payment of approximately $16.0 million (net of taxes based on the exchange rate at the payment date) in December 2021. In December 2024, Hansoh notified us that it will not pursue further development under the Hansoh Collaboration. This represented the conclusion of all required development activities and commitments under the terms of the Hansoh Collaboration. During the nine months ended September 30, 2025, we did not recognize revenue under the Hansoh Collaboration (nine months ended September 30, 2024: $1.0 million).

In December 2018, we entered into a settlement and license agreement with Alnylam Pharmaceuticals Inc., or Alnylam, pursuant to which we settled outstanding patent litigation with Alnylam related to its RNAi product ONPATTRO. As part of the settlement, we license specified patents to Alnylam, and Alnylam pays us a tiered royalty of up to one percent of net sales of ONPATTRO in the European Union. We were eligible to receive these royalties until December 2023. We invoice Alnylam quarterly in arrears based on sales data for that quarter as reported to us by Alnylam. Royalty revenue is recognized based on the level of sales when the related sales occur. During the nine months ended September 30, 2025, we did not recognize any royalty income from Alnylam (nine months ended September 30, 2024: $0.1 million).

Cost of Sales

Cost of sales consists of research and development expenditure that is directly related to work carried out on revenue generating contracts. This includes salary costs that are apportioned based on time spent by employees working on these contracts as well as costs of materials and costs incurred under agreements with contract research organizations, or CROs.

Operating Expenses

We classify our operating expenses into two categories: research and development costs and general and administrative expenses. Personnel costs, including salaries, benefits, bonuses and share-based payment expenses, comprise a significant component of each of these expense categories. We allocate expenses associated with personnel costs based on the function performed by the respective employees.

Research and Development Costs

The largest component of our total operating expenses since inception has been costs related to our research and development activities, including the preclinical and clinical development of our product candidates. We expense research and development costs as they are incurred and classify them as contracted development, personnel and other.

Our contracted development costs primarily consist of:

•

costs incurred under agreements with CROs and investigative sites that conduct our preclinical studies and clinical trials;

•

costs related to manufacturing active pharmaceutical ingredients and drug products for our preclinical studies and clinical trials; and

•

costs for materials used for in-house research and development activities.

Our research and development personnel expense primarily consists of:

•

salaries and personnel-related costs, including bonuses, benefits, recruitment costs and any share-based payment expenses, for our personnel performing research and development activities or managing those activities that have been out-sourced; and

•

consultants’ costs associated with target selection, preclinical and clinical research activities, and the progression of programs towards clinical trials.

Other research and development costs primarily consists of:

•

costs of related facilities, equipment and other overhead expenses that are considered directly attributable to research and development;

•

costs associated with establishing patent rights for intellectual property; and

•

depreciation of capital assets used for research and development activities.

The successful development of our product candidates is highly uncertain. Product candidates in later stages of clinical development generally have higher development costs than those in earlier stages of clinical development, primarily due to the increased size and duration of later-stage clinical trials. Accordingly, we expect research and development costs to increase significantly for the foreseeable future as programs progress.

The duration, costs and timing of clinical trials and development of our product candidates will depend on a variety of factors, including:

•

the scope, rate of progress, results and expenses of our ongoing and future clinical trials, preclinical studies and research and development activities;

•

the potential need for additional clinical trials or preclinical studies requested by regulatory authorities;

•

potential uncertainties in clinical trial enrollment rates or drop-out or discontinuation rates of patients;

•

competition with other drug development companies in, and the related expense of, identifying and enrolling patients in our clinical trials and contracting with third-party manufacturers for the production of the drug product needed for our clinical trials;

•

the achievement of milestones requiring payments under in-licensing agreements, if any;

•

any significant changes in government regulation;

•

the terms and timing of any regulatory approvals;

•

the expense of filing, prosecuting, defending and enforcing patent claims and other intellectual property rights; and

•

the ability to market, commercialize and achieve market acceptance for any of our product candidates, if they are approved.

We have not historically tracked research and development expenses on a program-by-program basis for our preclinical product candidates.

General and Administrative Expenses

General and administrative expenses consist of personnel costs, allocated expenses and other expenses for outside professional services, including legal, audit, tax and accounting services, public relations and investor relations services. Personnel costs consist of salaries, bonuses, benefits, recruitment costs and share-based payment expenses for personnel in executive, finance, business development and other support functions. Other administrative expenses include office space-related costs not otherwise allocated to research and development costs, insurance expenses, and costs of our information systems and costs for compliance with the day-to-day requirements of being a public company listed in the United States. We will continue to be prudent with administrative expenses required to support our continued research and development and potential commercialization of our product candidates. We also will continue to incur expenses related to being a public company, including expenses related to compliance with the rules and regulations of the SEC and the Nasdaq Stock Market, or Nasdaq, additional insurance expenses, expenses related to investor relations activities and other administrative and professional services.

Restructuring Charges

We have incurred non-recurring restructuring charges associated with a limited reduction in workforce during the nine month period ended September 30, 2025.

Foreign Currency Gain (loss), net

Foreign exchange gains and losses primarily relate to cash and short-term investments held in foreign currencies (primarily USD and Euros).

Other Income, net

Other income (expense) primarily relates to interest earned on our cash, cash equivalents, as well as accretion earned on our U.S. treasury bills.

Taxation and Benefit from R&D credit

We are subject to corporate taxation in the United Kingdom, the United States and Germany. Due to the nature of our business, we have generated losses since inception. Our income tax credit recognized represents the sum of the research and development, or R&D, tax credits recoverable in the United Kingdom.

As a company that carries out extensive research and development, or R&D, activities, we seek to benefit from the U.K. R&D tax credit regime. In respect of accounting periods in which we qualify as a Small and Medium-sized Enterprise, or SME, and in which our qualifying R&D expenditure represents 30% (for periods from April 1, 2024) or more of the total (meaning we also qualify as “R&D-intensive” during such accounting period), we may, under this regime, surrender the trading losses that arise from our R&D activities for a cash rebate of up to 26.97% of qualifying R&D expenditure. Accordingly, if we cease to qualify as an R&D-intensive SME, in future, we will either cease to be able to claim cash rebates in respect of our R&D activities, or only be able to receive cash payments or other tax relief (under other provisions of the U.K. R&D tax credit regime) at a significantly lower rate than at present. Further, the regime’s rules are complex, and if a tax authority were to challenge or seek to disallow our claims (in whole or in part), for example by asserting that we do not (or the relevant expenditure does not) meet the technical conditions to be granted tax credits (or cash rebates), then such challenge or disallowance, if successful, could have a material impact on our cash-flow and financial performance. In addition, future changes to the U.K. R&D tax credit regime may mean that we no longer qualify for it or have a material impact on the extent to which we can make claims (or benefit from them).

Unsurrendered U.K. tax losses may be carried forward indefinitely to be offset against future taxable profits, subject to numerous utilization criteria and restrictions. The amount that can be offset each year is limited to $6.5 million (£5.0 million) plus an incremental 50% of U.K. taxable profits. After accounting for tax credits receivable, we had accumulated tax losses for carry forward in the United Kingdom of $221.0 million as of September 30, 2025 ($236.8 million as of September 30, 2024). However, in the event of a change in ownership of a U.K. company, certain provisions may apply to restrict the utilization of carried forward tax losses in future periods. These provisions apply where there is a major change in the nature or conduct of a trade in connection with the change in ownership. For the avoidance of doubt, we do not recognize a deferred tax asset in respect of the accumulated tax losses. In addition to our accumulated tax losses in the United Kingdom, we also had $52.3 million of accumulated tax losses as of September 30, 2025 ($52.7 million as of September 30, 2024), related to our operations in Germany for corporate income taxes. We also had $50.6 million of accumulated losses related to trade taxes in our German entity ($51.1 million as of September 30, 2024). We had a foreign tax expense in Germany of nil for the nine months ended September 30, 2025 (nine months ended September 30, 2024: $0.03 million). Tax losses in the United States were negligible.

In the event we generate revenues in the future, we may benefit from the U.K. “patent box” regime that allows profits attributable to revenues from patents or patented products to be taxed at an effective rate of 10%.

Value Added Tax, or VAT, is charged on all qualifying goods and services by VAT-registered businesses. Where U.K. VAT applies at a standard rate, an amount of 20% of goods and services is added to all sales invoices and is

payable to the U.K. tax authorities. Similarly, U.K. VAT paid on purchase invoices may be reclaimable from the U.K. tax authorities.

Withholding tax is deductible from dividends, interest, lease of property, royalties, and other China-source passive income since we do not have an establishment or place of business in China.

Comparison of the three months and nine months ended September 30, 2025, and 2024

The following table summarizes the results of our operations for the three months and nine months ended September 30, 2025, and 2024 (in thousands).

      
     Three months ended

     Three months ended

     Nine months ended

     Nine months ended

      
     Sept 30, 2025

     Sept 30, 2024

     Sept 30, 2025

     Sept 30, 2024

      
     $000s

     $000s

     Change

     $000s

     $000s

     Change

Revenue

$

159

1,498

(1,339

)

525

The Group expects to incur operating losses for the foreseeable future as it continues its research and development efforts, seeks to obtain regulatory approval of its product candidates and pursues any future product candidates the Group may develop.

5. Loss per share (basic and diluted)

6. Goodwill

7. Contract liabilities

8. Benefit from R&D credit

9. Shareholders’ equity

11. Capital commitments and contingent liabilities

Silence Therapeutics plc 10-Q