UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K


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

For the fiscal year ended December 31, ~~2024~~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: 001-33137

EMERGENT BIOSOLUTIONS INC.

(Exact Name of Registrant as Specified in Its Charter)


Delaware						14-1902018
(State or Other Jurisdiction of Incorporation or Organization)						(I.R.S. Employer Identification No.)


300 Professional Drive
(Address of Principal Executive Offices)
Gaithersburg,	MD	20879
(City)	(State)	(Zip Code)

Registrant's Telephone Number, Including Area Code: (240) 631-3200

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


Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common stock, $0.001 par value per share	EBS	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of Securities Act. Yes ☐☒ No ☒☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

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 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," "non-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 has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes ☒ No ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

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

The aggregate market value of voting and non-voting common equity held by non-affiliates of the registrant as of June 30, ~~2024~~2025 was approximately $~~360~~342.7 million based on the price at which the registrant's common stock was last sold on that date as reported on the New York Stock Exchange.

As of February 2519, ~~2025~~2026, the registrant had 5451,~~337~~770,~~026~~857 shares of common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant's definitive proxy statement for its ~~2025~~2026 annual meeting of stockholders, which is expected to be filed with the United States Securities and Exchange Commission not later than 120 days after the end of the registrant's fiscal year ended December 31, ~~2024~~2025, are incorporated by reference into Part III of this Annual Report on Form 10-K. With the exception of the portions of the registrant's definitive proxy statement for its ~~2025~~2026 annual meeting of stockholders that are expressly incorporated by reference into this Annual Report on Form 10-K, such proxy statement shall not be deemed filed as part of this Annual Report on Form 10-K.

EMERGENT BIOSOLUTIONS INC. AND SUBSIDIARIES

Annual Report on Form 10-K

Fiscal Year Ended December 31, ~~2024~~2025

TABLE OF CONTENTS

		Page
PART I
Item 1.	Business	3
Item 1A.	Risk Factors	2627
Item 1B.	Unresolved Staff Comments	5558
Item 1C.	Cybersecurity	5558
Item 2.	Properties	5760
Item 3.	Legal Proceedings	5760
Item 4.	Mine Safety Disclosures	5760
PART II
Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	5861
Item 6.	[Reserved]	5962
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	6063
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	8980
Item 8.	Financial Statements and Supplementary Data	9081
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	~~141~~130
Item 9A.	Controls and Procedures	~~141~~130
Item 9B.	Other Information	~~143~~132
Item 9C.	Disclosure Regarding Foreign Jurisdictions That Prevent Inspections	~~143~~132
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	~~143~~132
Item 11.	Executive Compensation	~~143~~132
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	~~143~~132
Item 13.	Certain Relationships and Related Transactions, and Director Independence	~~143~~132
Item 14.	Principal Accountant Fees and Services	~~143~~132
PART IV
Item 15.	Exhibits and Financial Statement Schedules	~~144~~133
Item 16.	Form 10-K Summary	~~150~~139
Exhibit Index		~~145~~134
Signatures		~~151~~140

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K and the documents we incorporate by reference include forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, including statements regarding the future performance of Emergent BioSolutions Inc. or any of our businesses, our business strategy, future operations, future financial position, future revenues and earnings, our ability to achieve the objectives of our restructuring initiatives, acquisitions and divestitures, including our future results, projected costs, prospects, plans and objectives of management, are forward-looking statements. We generally identify forward-looking statements by using words like "“anticipate,"” "“believe,"” "“continue,"” "“could,"” "“estimate,"” "“expect,"” "“forecast,"” "“future,"” "“goal,"” "“intend,"” "“may,"” "“plan,"” "“position,"” "“possible,"” "“potential,"” "“predict,"” "“project,"” "“should,"” "“target,"” "“will,"” "“would,"” and similar expressions or variations thereof, or the negative thereof, but these terms are not the exclusive means of identifying such statements. These forward-looking statements are based on our current intentions, beliefs, assumptions and expectations regarding future events based on information that is currently available. You should realize that if underlying assumptions prove inaccurate or unknown risks or uncertainties materialize, actual results could differ materially from our expectations. You are, therefore, cautioned not to place undue reliance on any forward-looking statement contained herein. Any such forward-looking statement speaks only as of the date on which such statement is made and, except as required by law, we do not undertake any obligation to update any forward-looking statement to reflect new information, events or circumstances.

There are a number of important factors that could cause our actual results to differ materially from those indicated by such forward-looking statements, including, among others:

•the availability of U.S. government (“USG”) funding for contracts related to procurement of our medical countermeasures (“MCM”) products, including CYFENDUS® (Anthrax Vaccine Adsorbed (AVA), Adjuvanted), ~~previously known as AV7909,~~ ACAM2000® (Smallpox (Vaccinia) Vaccine, Live), ~~VIGIV~~ CNJ-016® (Vaccinia Immune Globulin Intravenous, (Human (VIGIV)), BAT® (Botulism Antitoxin Heptavalent (A,B,C,D,E,F,G)-(Equine)), BioThrax® (Anthrax Vaccine Adsorbed), ~~and/or~~ EbangaTM (ansuvimab-zykl) and/or TEMBEXA® among others, as well as contracts related to development of medical countermeasures;

•our ability to meet our commitments to quality and compliance in all of our manufacturing operations;

•our ability to negotiate additional USG procurement or follow-on contracts for our MCM products that have expired or will be expiring;

•the commercial availability and impact of a generic and competitive marketplace on future sales of NARCAN® (naloxone HCL) Nasal Spray and over-the-counter NARCAN® Nasal Spray and KLOXXADO® Nasal Spray;

•our ability to perform under our contracts with the USG, including the timing of and specifications relating to deliveries;

•the ability of our contractors and suppliers to maintain compliance with current good manufacturing practices and other regulatory obligations;

•our ability to negotiate new or further commitments related to the collaboration and deployment of capacity toward future commercial manufacturing related to our bioservices and under existing Bioservices contracts;

•our ability to collect reimbursement for raw materials and payment of service fees from our Bioservices customers;

•the results of pending government investigations and their potential impact on our business;

•our ability to satisfy the conditions of ~~the~~our ~~final~~litigation settlement agreements, and the potential impact of ~~the~~such ~~final settlement agreement~~agreements, including the funds to resolve ~~the~~related litigation, on our business;

•our ability to comply with the operating and financial covenants required by (i) our term loan facility (the “Term Loan Facility”) under a credit agreement, dated August 30, 2024, among the Company, the lenders from time to time party thereto and OHA Agency LLC, as administrative agent, (ii) our revolving credit facility (the “Revolving Credit Facility”, and together with the Term Loan Facility, the “Senior Secured Credit Facilities”) under a credit agreement, dated September 30, 2024, among the Company, certain subsidiary borrowers, the lenders from time to time party thereto and Wells Fargo, National Association, as Agent, and (iii) our 3.875% Senior Unsecured Notes due 2028 (the “Senior Unsecured Notes”);

•our ability to maintain adequate internal control over financial reporting and to prepare accurate financial statements in a timely manner;

•our ability to maintain sufficient cash flow from our operations to pay our substantial debt, both now and in the future;

•our ability to invest in our business operations as a result of our current indebtedness;

•the ~~procurement~~impact of our ~~product~~share ~~candidates by USG entities under regulatory authorities that permit government procurement of certain medical products prior to United States Food~~ and ~~Drug~~debt ~~Administration~~repurchase ~~(“FDA”) marketing authorization, and corresponding procurement by government entities outside the United States~~programs;

•~~our ability to realize~~ the ~~expected~~procurement ~~benefits~~ of ~~the~~our ~~sale~~product ofcandidates ~~our~~by ~~travel~~USG ~~health~~entities ~~business~~under toregulatory ~~Bavarian~~authorities ~~Nordic,~~that ~~the~~permit ~~sale~~government procurement of ~~our~~certain ~~Drug~~medical ~~Product~~products ~~facility~~prior ~~in Baltimore-Camden~~ to ~~Bora~~United ~~Pharmaceuticals~~States ~~Injectables Inc~~("U.,S.") aFood ~~subsidiary~~and ofDrug ~~Bora~~Administration ~~Pharmaceuticals Co., Ltd.~~ (“~~Bora~~FDA”) ~~and~~marketing ~~the~~authorization, ~~sale~~and ofcorresponding ~~RSDL®~~procurement ~~(Reactive~~by ~~Skin~~government ~~Decontamination~~entities ~~Lotion)~~outside tothe ~~BTG~~United ~~International Inc., a subsidiary of SERB Pharmaceuticals (collectively, “SERB”)~~States;

•the impact of the organizational changes we announced in January 2023, August 2023, May 2024 and August 2024;

•the success of our commercialization, marketing and manufacturing capabilities and strategy;

•our ability to identify and acquire companies, businesses, products or product candidates that satisfy our selection criteria;

•our ability to attract and retain qualified personnel;

•our ability to adequately secure and protect our intellectual property rights;

•the impact of cybersecurity incidents, including the risks from the unauthorized access, interruption, failure or compromise of our information systems or those of our business partners, collaborators or other third parties; and

•the accuracy of our estimates regarding future revenues, expenses, capital requirements and need for additional financing.

The foregoing sets forth many, but not all, of the factors that could cause actual results to differ from our expectations in any forward-looking statement. When evaluating our forward-looking statements, you should consider this cautionary statement along with the sections entitled “Risk Factor Summary,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Quantitative and Qualitative Disclosures about Market Risk” in this Annual Report on Form 10-K, as well as the risks identified in our other reports filed with the U.S. Securities and Exchange Commission (the "SEC"). New factors may emerge from time to time, and it is not possible for management to predict all such factors, nor can it assess the impact of any such factor on the business or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statement.

NOTE REGARDING COMPANY REFERENCES

References in this report to “Emergent,” the “Company,” “we,” “us,” and “our” refer to Emergent BioSolutions Inc. and its consolidated subsidiaries.

NOTE REGARDING TRADE NAMES

Emergent®, BioThrax®, BaciThrax®, BAT®, ~~Trobigard~~ANTHRASIL®, ~~Anthrasil®,~~ CNJ-016®, ACAM2000®, NARCAN®, CYFENDUS®, TEMBEXA® and any and all Emergent BioSolutions Inc. brands, products, services and feature names, logos and slogans are trademarks or registered trademarks of Emergent BioSolutions Inc. or its subsidiaries in the United States or other countries. All other brands, products, services and feature names or trademarks are the property of their respective owners, including ~~RSDL~~KLOXXADO® ~~(Reactive Skin Decontamination Lotion)~~, which ~~was~~is ~~acquired~~a byregistered ~~SERB~~trademark onof ~~July~~Hikma ~~31,~~Pharmaceuticals ~~2024~~USA Inc.

PART I

ITEM 1. BUSINESS

OVERVIEW

We are a global life sciences company focused on providing innovative preparedness and response solutions addressing accidental, deliberate and naturally occurring Public Health Threats (“PHTs”). Our solutions include a product portfolio, a product development portfolio, and a contract development and manufacturing (“CDMO”) services portfolio. The types of PHTs we are currently addressing are focused on the following four categories:

•chemical, biological, radiological, nuclear and explosives (“CBRNE”);

•emerging infectious diseases (“EID”);

•emerging health crises; and

•acute, emergency and community care.

Our revenues are derived from a combination of the sale and procurement of our product/product candidate portfolio (described below), the provision of our bioservices to external customers, and non-dilutive contract and grant funding for research and development (“R&D”) projects from various third-party sources.

As of December 31, ~~2024~~2025, the Company has a ~~product~~ portfolio of 1011 products ~~that~~focused iton isaddressing ~~actively~~global ~~developing~~public ~~and/or~~health ~~marketing~~threats ~~(vaccines~~like smallpox, ~~therapeutics~~mpox, anthrax, Ebola and ~~drug-device~~opioid ~~combination~~overdose ~~products)~~emergencies. The revenues generated by the products comprise a substantial portion of our revenue. We structure our business with a focus on markets and customers. As such, the key components of the business structure include the following four product and service categories: Commercial products, consisting of NARCAN® ~~commercial~~Nasal ~~product~~Spray and KLOXXADO®, Anthrax -– Medical Countermeasures (“MCM”) Products, Smallpox - MCM products, and Emergent Bioservices (CDMO) (“Bioservices”).

OUR OPERATING SEGMENTS

Our business is organized in three ~~reportable~~operating segments:

•our Commercial Product Segment consisting of NARCAN® Nasal Spray; and KLOXXADO® (naloxone HCl) Spray;

•our MCM Products Segment consisting of Anthrax—MCM products, Smallpox—MCM products and Other Products (as discussed below); and

•our Services Segment consisting of our Bioservices portfolio.

Additionally, we have a centralized R&D organization and an enterprise-wide governance approach to managing our portfolio of R&D projects.

Commercial Product Segment

In the U.S. and Canadian markets, our Commercial business primarily focuses on sales of naloxone products, NARCAN® (naloxone HCl) Nasal Spray and KLOXXADO® (nalonxone HCI) Nasal Spray. NARCAN® Nasal Spray is sold commercially over-the-counter ("OTC") at retail pharmacies and digital commerce websites as well as through physician-directed or standing order prescriptions at retail pharmacies, health departments, local law enforcement agencies, community-based organizations, substance abuse centers and other federal agencies. KLOXXADO® Nasal Spray is a prescription pharmaceutical product sold at pharmacies as well as public and government entities through physician-directed or standing order prescriptions.

OnIn ~~May 15,~~ 2023, we completed the sale of our Commercial Products Segment's travel health business, including rights to Vivotif®, the licensed typhoid vaccine; Vaxchora®, the licensed cholera vaccine; the development-stage chikungunya vaccine candidate CHIKV VLP; the Company’s manufacturing site in Bern, Switzerland; and certain of its development facilities in San Diego, California to Bavarian Nordic ~~(the "Bavarian Nordic Transaction")~~. ~~Bavarian~~We ~~Nordic~~have ~~may~~achieved beall ~~required~~four todevelopment ~~pay~~milestones ~~milestone~~under ~~payments related to~~ the ~~development~~Purchase ~~of CHIKV VLP~~ and ~~receipt~~Sale ofAgreement ~~marketing~~with ~~approval~~Bavarian ~~and~~Nordic ~~authorization~~for inaggregate ~~the U.S. and Europe, and earn-out~~ payments of ~~up to~~ $3080.0 million: ~~based on aggregate net sales of Vaxchora® and Vivotif® in calendar year 2026~~$10. ~~We have achieved all four development milestones. Specifically, on July~~0 ~~18,~~million ~~2024,~~upon Bavarian Nordic's ~~announced~~announcement that the European Medicines Agency had validated the marketing authorization application for CHIKV VLP, ~~which triggered a development milestone payment receivable under the Purchase and Sale Agreement to the Company~~ in ~~the~~July ~~amount~~2024; of $1020.0 million ~~(the~~upon ~~"First Milestone Payment"). On August 13, 2024,~~ Bavarian Nordic's ~~announced~~announcement that the ~~United States ("U.S.") Food and Drug Administration ("~~FDA") ~~has~~ accepted and granted Priority Review for the Biologics License Application ("BLA") for CHIKV VLP, ~~which triggered a milestone payment receivable under the Purchase and Sale Agreement to the Company~~ in ~~the~~August ~~amount~~2024; of $2030.0 million ~~(the "Second Milestone Payment"). On February 14~~, ~~2025,~~upon the FDA's ~~approved~~approval of CHIKV VLP under the Priority Review for persons 12 years of age and older, ~~which~~in ~~triggered~~February a2025; ~~milestone payment receivable under the Purchase~~ and ~~Sale Agreement to the Company in the amount of~~ $3020.0 million ~~(the~~upon ~~"Third Milestone Payment"). On February 28, 2025,~~ the European Commission's ~~approved~~approval of CHIKV VLP for persons 12 years of age and older, ~~which~~in ~~triggered~~February a2025. ~~development~~As ~~milestone~~a ~~payment~~result, ~~receivable under~~ the ~~Purchase~~entire ~~and Sale Agreement to the Company in the amount of~~ $2080.0 million ~~(the~~of ~~"Fourth~~total ~~Milestone~~milestone ~~Payment").~~payments ~~The~~have ~~Company~~been received ~~the~~as ~~First~~of ~~and~~December ~~Second~~31, ~~Milestone~~2025. ~~Payments~~Pursuant ~~during~~to the ~~year~~Purchase ~~ended~~and ~~December~~Sale 31Agreement, ~~2024,~~the ~~and~~Company asmay areceive ~~result $30.0 million of~~ up to $8030.0 million ~~total~~of ~~milestone~~earn-out payments ~~have~~from ~~been~~Bavarian ~~received~~Nordic asbased ofon ~~December~~aggregate ~~31,~~net ~~2024.~~sales ~~The~~of ~~Company~~Vaxchora® ~~expects to receive the Third~~ and ~~Fourth~~Vivotif® ~~Milestone Payments~~ in ~~the~~calendar ~~first~~year ~~half of 2025~~2026.

In connection with the divestiture, the Company entered into a Transition Services Agreement ~~(the “Bavarian Nordic TSA”)~~ with Bavarian Nordic to help support its ongoing operations. ~~Under~~that ~~the~~was Bavarian Nordic TSA, the Company provided certain transition services to Bavarian Nordic, including information technology, finance and enterprise resource planning, research and development, human resources, employee benefits and other limited services. While the services under the Bavarian Nordic TSA were substantially completed in ~~the third quarter of~~ 2024~~, certain services continue to be provided as of December 31, 2024~~. For additional information, refer to Note 34, "Divestitures" in the Notes to Consolidated Financial Statements in Part II, Item 8. of this Form 10-K.

MCM Products Segment

Our Government - MCM business focuses primarily on procurement of MCM products and procured product candidates by domestic and international government customers, with an emphasis on the ~~U.S. Government (“~~USG”), which is our largest customer. We also sell MCM products and procured product candidates to domestic and international non- and quasi-government organizations and to governments outside of the U.S.

OnIn July ~~31,~~ 2024, we entered into a Stock and Asset Purchase Agreement (the “RSDL® Agreement”) with SERB Pharmaceuticals, through its wholly owned subsidiary BTG International Inc. (collectively, “SERB”), pursuant to which, among other things, we sold our worldwide rights to RSDL® to SERB (the “RSDL® Transaction”). See Note 34, “Divestitures” in the Notes to Consolidated Financial Statements in Part II, Item 8. of this Form 10-K for more information on the RSDL® Transaction.

Services Segment

Our services business consists of distinct but interrelated bioservices based on our manufacturing capabilities: drug substance manufacturing; drug product manufacturing (also referred to as “fill/finish” services) and packaging; development services including technology transfer, process and analytical development services; and, when necessary, suite reservation obligations. Our services utilize diverse technology platforms (mammalian, microbial, viral and plasma) from our development and manufacturing facilities to support internal products and enable us to offer unique capabilities to both clinical-stage and commercial-stage projects for a variety of third-party customers, including government agencies, innovative pharmaceutical companies, and non-government organizations.

InFollowing ~~August~~the ~~2023,~~completion weof ~~initiated~~multiple ~~an organizational~~ restructuring ~~plan~~plans ~~(the~~from ~~“August~~January 2023 ~~Plan”)~~through ~~which~~September ~~included~~2025, ~~actions~~along towith ~~reduce~~the ~~investment~~sale ~~in,~~of ~~and~~the deBaltimore-~~emphasize~~Bayview ~~focus~~drug ~~on,~~substance ~~our~~manufacturing ~~Bioservices~~facility ~~business.~~to InSyngene ~~May~~International ~~2024, we initiated a further organizational restructuring plan~~ (~~the~~ “~~May 2024 Plan~~Syngene”), ~~announcing the~~ closure of ~~our~~the ~~Baltimore-Bayview Drug Substance manufacturing facility and~~ Rockville, Maryland Drug Product facility, ~~which~~and ~~led~~sale toof aDrug ~~reduction~~Product facility in ~~workforce~~Baltimore-Camden byto ~~approximately~~Bora ~~300~~Pharmaceuticals ~~employees~~Injectables ~~across~~Inc., ~~all~~a ~~areas~~subsidiary of ~~the~~Bora, ~~Company~~we ~~and~~successfully ~~the~~reduced ~~elimination~~investment ofin ~~approximately~~and 85de-emphasized ~~positions~~focus ~~that~~on ~~were~~the ~~vacant~~Services business. ~~In August 2024~~Therefore, ~~the~~as ~~Company~~of ~~initiated an organizational restructuring plan (~~the ~~"August~~first ~~2024~~quarter ~~Plan")~~of ~~at the Company’s Lansing facility~~2025, ~~which reduced~~ the Company’s ~~workforce~~Services byoperating ~~approximately~~segment 70no ~~employees,~~longer asmet ~~well~~the asquantitative ~~eliminated~~thresholds ~~several~~of ~~open~~a ~~positions.~~reportable ~~Additionally,~~segment onand ~~August~~did ~~20,~~not ~~2024,~~meet ~~pursuant to~~ the ~~previously~~aggregation ~~announced~~criteria ~~Asset~~set ~~Purchase~~forth ~~Agreement~~in ~~(the~~Accounting ~~“Asset~~Standards ~~Purchase~~Codification ~~Agreement”)~~280, weSegment ~~completed~~Reporting, ~~the~~and ~~sale~~as ofsuch ~~our~~is ~~Drug~~categorized ~~Product~~within ~~facility in Baltimore-Camden (the~~ “~~Camden~~All ~~Transaction~~other revenues”) toalong ~~Bora~~with ~~Pharmaceuticals~~“Contracts ~~Injectables~~and ~~Inc~~Grants”., aSee ~~subsidiary~~Note of19 ~~Bora~~“Segment ~~Pharmaceuticals Co.~~information”, ~~Ltd. (“Bora”). See~~ Note 34, “Divestitures” and Note 45, “Impairment and restructuring charges” in the Notes to Consolidated Financial Statements in Part II, Item 8. of this Form 10-K for more information related to these announcements.

OUR STRATEGY

In ~~2024~~2025, the Company ~~set~~advanced athe ~~new~~turnaround phase of its multi-year ~~strategic~~ plan ~~adopted~~while byremaining ~~management~~focused on our mission to ~~stabilize,~~protect ~~turnaround~~and save lives. We delivered solutions for high-priority public health threats and ~~transform~~opioid ~~the~~overdose ~~Company~~emergencies ~~while~~and ~~maintaining~~executed ~~our~~key ~~commitment~~actions to ~~protect~~improve ~~the~~operating ~~public~~performance, bystrengthen ~~providing~~financial ~~lifesaving~~flexibility, ~~products~~streamline ~~that~~our ~~address~~manufacturing ~~the~~footprint, ~~most~~maintain ~~critical~~leadership ~~conditions.~~in naloxone, and deliver solid performance in our MCM business globally.

Specifically, throughout 2024, the Company took steps in several areas of the business to strengthen our financial position and de-risk the business. In addition to the sale of RSDL®, the implementation of the May 2024 and August 2024 Plans, the Camden Transaction, and milestone payments relating to the Bavarian Nordic Transaction, each discussed above, on July 3, 2024, the Company sold an underutilized warehouse at its Canton, Massachusetts facility for approximately $7.0 million, and on July 31, 2024, the Company’s wholly-owned subsidiary, Emergent Manufacturing Operations Baltimore, LLC (“EMOB”) entered into a settlement agreement with Janssen Pharmaceuticals, Inc., one of the Janssen Pharmaceutical Companies of Johnson & Johnson (“Janssen”) (the "Settlement Agreement"). Pursuant to the Settlement Agreement, the Company received $50.0 million, and all claims among the parties arising from the 2022 termination of the Company's manufacturing services agreement with Janssen (the “Janssen Agreement”) were resolved. Together, these steps led to a reduction of the Company’s debt of approximately $200 million and streamlined the Company's operations, with approximately $130 million in annualized savings.4

ToEarly ~~further~~in ~~strengthen~~ the ~~Company's~~year, ~~financial~~we ~~position,~~took onmeaningful ~~August 30,~~steps ~~2024,~~to position the Company ~~refinanced~~for ~~its~~long-term ~~credit~~organic ~~facility~~and inorganic growth and ~~entered~~to ~~into~~further astrengthen ~~Credit~~our ~~Agreement~~financial ~~(the~~profile. ~~“Term~~In ~~Loan~~March ~~Agreement”)~~2025, ~~with~~we completed the ~~lenders~~sale ~~from~~of ~~time~~the Baltimore-Bayview drug substance manufacturing facility to ~~time~~Syngene ~~party~~for ~~thereto~~approximately $36.5 million at closing, ~~and~~while ~~OHA~~retaining ~~Agency~~the ~~LLC,~~right asto ~~administrative~~secure ~~agent.~~manufacturing ~~The~~services ~~Term~~and ~~Loan~~capacity ~~Agreement~~at ~~provides~~the facility for afuture ~~term~~growth ~~loan~~and ~~(the~~pandemic ~~“Term~~response ~~Loan”)~~production ofin ~~$250~~collaboration with Syngene.~~0 million,~~ ~~which~~The ~~was~~Company ~~drawn~~also inexpanded ~~full~~its onnaloxone portfolio through the ~~date~~acquisition from Hikma of ~~entry~~exclusive ~~into~~commercial rights in the ~~Term~~U.S. ~~Loan~~and ~~Agreement~~Canada ~~(the~~to ~~“Closing~~KLOXXADO® ~~Date”~~(naloxone HCl) Nasal Spray 8 mg. ~~The~~We ~~Term~~also ~~Loan~~progressed ~~was~~a ~~issued~~strategic ~~with~~innovation aninitiative ~~original~~through ~~issue~~investment ~~discount~~in ofSwiss 3Rockets Ltd.~~00%.~~ ~~The~~During the year, the Company ~~used~~also aundertook ~~portion~~several ofactions ~~the~~to ~~proceeds~~support value creation for shareholders. In March 2025, our Board of ~~the~~Directors ~~Term~~authorized ~~Loan~~a stock repurchase program of up to ~~repay~~$50.0 million ~~all~~through ~~amounts~~March ~~outstanding~~27, 2026, and ~~terminate~~authorized ~~commitments~~the ~~under~~Company ~~the~~to ~~senior~~repurchase ~~term~~up ~~loan~~to ~~facility~~$30.0 ~~under~~million ~~the~~in ~~Company’s~~aggregate ~~Amended~~principal ~~and~~amount ~~Restated~~of ~~Credit~~the ~~Agreement,~~3.875% ~~dated~~Senior ~~October~~unsecured ~~15,~~Notes ~~2018,~~due by2028. ~~and~~Taken ~~among~~together with the Company,'s ~~the~~voluntary ~~lenders~~$100.0 ~~party~~million ~~thereto~~prepayment ~~from~~under ~~time~~the toCompany's ~~time,~~Term ~~and~~Loan ~~Wells~~Agreement ~~Fargo~~with ~~Bank,~~OHA ~~National~~Agency ~~Association~~LLC, as administrative agent, and the ~~Administrative~~lenders ~~Agent~~from time to time party thereto (the “~~Prior~~Term ~~Credit~~Loan Agreement”), ~~plus~~in ~~accrued~~late ~~interest~~December ~~and fees~~2025. ~~The~~In ~~Company~~February ~~previously~~2026, ~~repaid~~our ~~all~~Board ~~amounts~~of ~~outstanding~~Directors ~~under~~reauthorized the ~~revolving~~2025 ~~credit~~Share ~~facility~~Repurchase ~~under~~Program for the ~~Prior~~repurchase ~~Credit~~of ~~Agreement~~up to $50.0 million through March 31, 2027. These actions demonstrate our continued focus on a disciplined capital allocation strategy and enhanced financial flexibility.

InOperationally ~~addition, on September 30, 2024,~~ the Company ~~entered~~continued ~~into~~to astreamline ~~credit~~and ~~agreement~~strengthen ~~for~~our ~~asset-based~~manufacturing ~~revolving~~network ~~loans~~and ~~(the~~execution ~~“Revolving~~capabilities, ~~Credit~~driving ~~Agreement”)~~improved ~~with~~utilization ~~certain~~and ~~subsidiary~~profit ~~borrowers~~follow-through. ~~(together~~In ~~with~~December ~~the Company~~2025, the ~~“Borrowers”),~~FDA ~~the~~approved ~~lenders~~a ~~from~~supplemental ~~time~~BLA to ~~time~~add ~~party~~our ~~thereto~~Winnipeg, ~~and~~Canada ~~Wells~~facility ~~Fargo Bank, National Association,~~ as ~~agent (~~the ~~“Agent”).~~drug ~~The~~product ~~Revolving~~manufacturing ~~Credit~~and ~~Agreement~~testing ~~provides~~site for ~~commitments with respect to asset-based revolver loans (the “Revolving Loans”) of up to the lesser of (x) $100.0 million~~raxibacumab, ~~which~~supporting ~~may~~our beobjective ~~increased (but not above $125.0 million, or the “Maximum Revolver Amount”) or decreased (but not below $50.0 million) by the Borrowers in accordance with the terms~~ of ~~the~~a ~~Revolving~~more ~~Credit Agreement and (y) the Borrowing Base (as defined in the Revolving Credit Agreement). Once reduced~~resilient, ~~the~~customer-focused ~~facility~~network ~~may~~capable ~~not be increased. Up to $5.0 million~~ of ~~capacity~~supplying ~~under~~critical ~~the~~products ~~Revolving Loans may be used for swing loans~~ and upsupporting tostrategic ~~$10.0 million~~manufacturing ~~may be used for the issuance of letters of credit~~partnerships.

WeThe ~~also~~Company ~~achieved~~maintained astrong ~~number~~collaboration ofwith ~~positive~~U.S. ~~milestones~~government inpartners ~~our~~and ~~core~~continued ~~products~~to ~~business~~meet ~~during~~expectations ~~fiscal~~for ~~year~~MCM ~~2024~~preparedness, ~~including~~securing ~~the~~multiple ~~receipt~~contract ofactions ~~approximately~~during ~~$223~~2025 ~~million~~that ofsupport ~~new~~near- ~~USG~~and ~~orders~~mid-term ~~across~~deliveries. These included contract actions for ACAM2000® ~~(discussed~~totaling ~~more~~$56 million, ~~fully~~CYFENDUS® ~~below)~~totaling $30 million, ~~VIGIV~~ CNJ-016® ~~and~~(VIGIV) totaling $51.9 million, BAT® totaling $62.4 million, asand ~~well~~TEMBEXA® astotaling ~~securing~~$17 million. The Company also announced the exercise of ana ~~additional~~$20 million option ~~for~~to ~~Ebanga™~~supply ~~and~~BioThrax® (Anthrax Vaccine Adsorbed) to the ~~continued~~U.S. ~~growth~~Department of ~~OTC~~War ~~NARCAN®~~and ~~Nasal~~received ~~Spray~~a Biomedical Advanced Research and Development Authority ("BARDA") contract option valued at approximately $16.7 million to continue post-licensure development collaboration activities for Ebanga™.

~~Looking to 2025~~Internationally, the Company ~~plans~~continued to ~~advance~~pursue ~~its~~opportunities ~~multi-year~~aligned ~~strategic~~with ~~efforts~~our bycapabilities ~~turning~~and ~~the~~partners’ ~~Company's~~preparedness ~~focus~~needs. ~~from~~During ~~stabilization to turnaround~~2025, ~~while~~we ~~holding~~announced ~~firm~~approximately to$27 million ~~its~~in ~~commitment~~incremental sales to ~~protect~~supply ~~the~~international ~~public,~~customers bywith ~~providing~~five ~~lifesaving products that address the most~~ critical ~~conditions.~~MCM ~~The Company has identified several priorities for 2025 that it believes will enable profitable growth and improved operating performance~~products, and ~~create~~we ~~long-term~~secured ~~and~~$29 million ~~sustainable~~in ~~value~~MCM ~~for~~product ~~our~~orders ~~stakeholders.~~from ~~The~~an ~~priorities~~international ~~are:~~government partner.

~~•Reinforcing~~As ~~the~~biological ~~highest~~threats ~~standards~~continue to evolve, we have also engaged stakeholders to reinforce the importance of ~~patient~~sustained ~~safety~~preparedness and public-private partnership, ~~quality~~including communications intended to elevate awareness of biological threats and ~~compliance;~~U.S. and global preparedness needs.

~~•Leveraging~~The ~~bipartisan~~Company continued to hold a leadership position with NARCAN® Nasal Spray, supported by strong demand for OTC NARCAN® Nasal Spray and continued innovation in customer solutions. We expanded NARCANDirect® to offer KLOXXADO® and introduced Convenience Kits to support frontline responders and community programs, while continuing to ~~drive~~invest ~~our~~in ~~business~~overdose ~~forward;~~preparedness and awareness initiatives intended to normalize carrying naloxone and reduce stigma.

~~•Enabling~~Looking ~~growth~~to 2026, the Company plans to continue executing the turnaround phase of ~~existing~~our ~~segments~~multi-year plan with a focus on disciplined execution, improved operating performance, and long-term sustainable growth while maintaining our mission to ~~maintain~~protect ~~revenue~~and ~~diversification;~~save lives. The priorities include:

•~~Seeking~~Reinforcing ~~new~~the ~~opportunities~~highest ~~aligned~~standards toof ~~our~~patient ~~internal~~safety, ~~capabilities;~~quality and compliance,

•~~Strategically~~Leveraging ~~focusing~~strong ongovernment ~~international~~and ~~expansion~~stakeholder ~~efforts;~~relationships ~~and~~to support preparedness priorities,

•~~Elevating~~Maintaining ~~our~~disciplined ~~business~~capital ~~lines~~allocation ~~for~~and ~~today's~~financial ~~competitive landscape.~~flexibility,

•Enabling growth across our business lines and strengthening our competitive positioning,

•Advancing strategic partnerships and targeted innovation aligned to our capabilities, and

•Expanding global engagement to support international opportunities.

PRIMARY PRODUCTS AND PRODUCT CANDIDATES

Government - MCM Products

The current portfolio of our Government - MCM business consists of the following products:

GOVERNMENT - MCM PRODUCTS
Product	Indication(s)*	Regulatory Approvals, Licensures or Clearances
ACAM2000® (Smallpox (Vaccinia) Vaccine, Live)	Vaccine for active immunization against smallpox disease for persons determined to be at high risk for smallpox infection.**	Australia, Canada, Singapore
ACAM2000® (Smallpox and Mpox (Vaccinia) Vaccine, Live)	Vaccine for active immunization for the prevention of smallpox and mpox disease in individuals determined to be at high risk for smallpox or mpox infection.	United States
ANTHRASIL®[Anthrax Immune Globulin Intravenous (Human)]	Treatment of inhalational anthrax in adult and pediatric patients in combination with appropriate antibacterial drugs.	United States, Canada
BAT®[Botulism Antitoxin Heptavalent (A,B,C,D,E,F,G)-(Equine)]	Treatment of symptomatic botulism following documented or suspected exposure to botulinum neurotoxin serotypes A, B, C, D, E, F, or G in adults and pediatric patients.	United States, Canada, Singapore, Ukraine
BioThrax®(Anthrax Vaccine Adsorbed)	Vaccine for active immunization for the prevention of disease caused by Bacillus anthracis in persons 18 through 65 years of age. BioThrax® is approved for:1.Pre-exposure prophylaxis of disease in persons at high risk of exposure.2.Post-exposure prophylaxis of disease following suspected or confirmed Bacillus anthracis exposure, when administered in conjunction with recommended antibacterial drugs.	United States, Canada, France (where it is known as BaciThrax®), Germany, Singapore
CYFENDUS® (Anthrax Vaccine Adsorbed Adjuvanted)	Vaccine for post-exposure prophylaxis of disease following suspected or confirmed exposure to Bacillus anthracis in persons 18 through 65 years of age when administered in conjunction with recommended antibacterial drugs.	United States
Ebanga™ (ansuvimab-zykl), for injection	Treatment of infection caused by ~~Zaire~~Orthoebolavirus ~~ebolavirus~~zairense in adult and pediatric patients, including neonates born to a mother who is RT-PCR positive for ~~Zaire~~Orthoebolavirus ~~ebolavirus~~zairense infection.	United States
Raxibacumab injection	Treatment of adult and pediatric patients with inhalational anthrax due to Bacillus anthracis in combination with appropriate antibacterial drugs and for prophylaxis of inhalational anthrax when alternative therapies are not available or are not appropriate.	United States
TEMBEXA® (brincidofovir), (tablet and oral suspension)	Treatment of human smallpox disease caused by variola virus in adult and pediatric patients, including neonates.	United States, Canada
VIGIVCNJ-016®[Vaccinia Immune Globulin Intravenous (Human)]	Treatment of complications due to vaccinia vaccination, including:•Eczema vaccinatum•Progressive vaccinia;•Severe generalized vaccinia;•Vaccinia infections in individuals who have skin conditions; and•Aberrant infections induced by vaccinia virus (except in cases of isolated keratitis).VIGIV CNJ-016® is not indicated for postvaccinial encephalitis.	United States, Canada
CNJ-016® (VIGIV)[Vaccinia Immune Globulin Intravenous (Human)]	Treatment of complications due to vaccinia vaccination, including:•Eczema vaccinatum•Progressive vaccinia;•Severe generalized vaccinia;•Vaccinia infections in individuals who have skin conditions; and•Aberrant infections induced by vaccinia virus (except in cases of isolated keratitis).CNJ-016® (VIGIV) is not indicated for postvaccinial encephalitis.	United States, Canada
Indication statements are as per the U.S. Prescribing Information unless otherwise denoted.*Indication statement as per the Health Canada Product Monograph.

Description of MCM Products

ACAM2000® (Smallpox and Mpox (Vaccinia) Vaccine, Live). ACAM2000® vaccine is a smallpox and mpox vaccine licensed by the FDA for active immunization for the prevention of smallpox and mpox disease in individuals determined to be at high risk for smallpox or mpox infection. The mpox indication was approved by the FDA following a supplemental Biological License Application ("sBLA") approval issued onin August ~~29,~~ 2024. OnIn December 5, 2023, ACAM2000® vaccine received a Notice of Compliance from Health Canada for its Extraordinary Use New Drug Submission (EUNDS) for the indication of active immunization against smallpox disease for persons determined to be at high risk for smallpox infection. ACAM2000® is also licensed in Australia and Singapore for the smallpox indication. ACAM2000® vaccine is currently stockpiled both in the U.S. and internationally. Smallpox is a highly contagious disease caused by the Variola virus. According to the Centers for Disease Control and Prevention ("CDC"), smallpox is a devastating disease, with a mortality rate as high as 30%. In recent years, there have been global outbreaks of ~~Mpox~~mpox, which is caused by a virus in the same family as smallpox, increasing the need for vaccine access. This is particularly true in endemic regions. The vaccine stimulates a person's immune system to develop antibodies and cell responses that can then help the body fight off infection if exposure occurs.

OnIn ~~September 3,~~ 2019, we announced the award by the USG of a contract valued at up to approximately $2.0 billion over 10 years for the continued supply of ACAM2000® vaccine into the SNS, assuming all contract options are exercised (the "ACAM2000® Contract"). This multiple-year contract is intended to support the replacement of the smallpox vaccine stockpile and included a one-year base period of performance in 2019 valued at approximately $170.0 million, and nine option years. The number of doses under the base period were delivered by year -end 2019. OnThe ~~May 28, 2020, we announced the exercise by the~~ U.S. Department of Health and Human Services ("HHS") ofexercises ~~the~~its first ~~contract~~and ~~option,~~second ~~valued~~contract atoptions ~~$176.0 million,~~ to procure doses of ACAM2000® vaccine. ~~The~~in ~~number of doses under the first contract option were delivered by year end~~ 2020. Onand ~~July 13~~2021, ~~2021~~respectively, wewhich ~~announced~~options ~~the~~were ~~exercise by HHS of the second contract option,~~ valued at $176.0 million and $182.2 million, ~~to procure doses of ACAM2000® vaccine~~respectively. ~~We completed the delivery of all ACAM2000® doses in 2022.~~ The USG chose to not exercise its option year in 2022. OnIn ~~May 26~~2023, ~~2023~~2024 and 2025, the Company, through its wholly-owned subsidiary, Emergent Product Development Gaithersburg Inc., ~~received~~("Emergent aGaithersburg") received contract ~~modification~~modifications from the Office of the Assistant Secretary for Preparedness and Response (“ASPR”), an agency of ~~the U.S. Department of Health and Human Services (“~~HHS”), exercising and funding the third, fifth and sixth, respectively, of nine annual contract term extension options (the “~~Third~~ Option ~~Exercise~~Exercises”) for Emergent to supply ACAM2000® to the SNS. ~~The~~These ~~Third~~option ~~Option~~exercises ~~Exercise~~were is valued at approximately $120.0 million~~. On June 28~~, ~~2024, Emergent Product Development Gaithersburg Inc~~$99.,9 million ~~received a contract modification from the ASPR exercising~~ and ~~funding the fifth contract term extension options (the “Fifth Option Exercise”) for Emergent to supply ACAM2000® to the SNS. The Fifth Option Exercise is valued at approximately~~ $9956.90 million, respectively. The ~~Third and Fifth~~ Option Exercises were made under bilateral modifications of ~~Emergent’s existing 10-year contract awarded by ASPR on August 30, 2019. The period of performance under~~ the ~~Third and Fifth Option Exercise required Emergent to deliver doses of~~ ACAM2000® ~~into~~Contract. ~~the~~All ~~SNS~~delivery byoptions ~~June~~were ~~2023~~satisfied ~~and~~when ~~September 30, 2024, respectively, and the Company achieved delivery in these periods~~met.

ANTHRASIL®. ANTHRASIL® (Anthrax Immune Globulin Intravenous (Human)) is the only polyclonal antibody therapeutic licensed by the FDA for the treatment of inhalational anthrax in adult and pediatric patients in combination with appropriate antibacterial drugs. In 2024, we continued two contracts with HHS for ~~Anthrasil Anthrax IGIV~~ANTHRASIL®: 1) a development and procurement contract which was successfully completed as of September 2024, and 2) an active delivery order issued under a multiple award, indefinite delivery/indefinite quantity contract. WeThe ~~anticipate~~delivery ~~that~~order ~~the~~was ~~direct~~successfully ~~disposition~~completed ofin ~~the~~July ~~plasma~~2025 ~~and~~with formal close out ~~activities~~executed ~~will~~in beSeptember ~~completed before July 31,~~ 2025. In addition to domestic USG revenue, ~~Anthrasil~~ANTHRASIL® ~~solution~~ has been sold to several foreign governments.

BAT® [Botulism Antitoxin Heptavalent (A, B, C, D, E, F, G) – (Equine)]. BAT® antitoxin is the only equine plasma antitoxin licensed by the FDA and Health Canada for the treatment of all seven botulinum neurotoxin serotypes. BAT® antitoxin is licensed by the FDA for the treatment of symptomatic botulism following suspected or documented exposure to botulinum neurotoxin serotypes A, B, C, D, E, F or G in adults and pediatric patients. It is also licensed in Canada pursuant to Health Canada’s Extraordinary Use New Drugs regulations. BAT® antitoxin is the only heptavalent botulism antitoxin available in the U.S. and Canada for treating naturally occurring botulism in adults or pediatric patients. Botulinum toxin is a nerve toxin produced by the bacterium Clostridium botulinum that causes botulism, a serious paralytic illness. OnIn ~~May 8,~~ 2020, we announced the finalization of a previously announced contract with HHS, valued at up to $550.0 million, if all options under the contract are exercised. The contract has two deliverables. The first deliverable, negotiated in September 2019 and valued at up to approximately $90.0 million, is to supply annual doses of BAT® antitoxin into the SNS for 10 years by converting existing bulk drug substance into final drug product. This deliverable also includes options for additional doses valued at up to approximately $94.0 million over 10 years. The second deliverable, valued at up to approximately $366.0 million, is for the production of additional doses of bulk drug substance over 10 years to maintain the plasma collection and production capability for botulism response planning. In addition to domestic government sales, BAT® antitoxin continues to be sold internationally, with deliveries to 2519 foreign countries in ~~2024~~2025.

BioThrax® (Anthrax Vaccine Adsorbed). BioThrax® vaccine is the only vaccine licensed by the FDA for pre-exposure prophylaxis of anthrax disease in persons at high risk of exposure. BioThrax® vaccine is also approved by the FDA for post-exposure prophylaxis ~~administration~~of indisease ~~combination~~following ~~with~~suspected ~~antimicrobial~~or ~~therapy~~confirmed inBacillus ~~the~~anthracis ~~event~~exposure, ofwhen ~~suspected~~administered orin ~~confirmed~~conjunction ~~exposure~~with torecommended ~~Bacillus~~antibacterial ~~anthracis~~drugs. Anthrax is a potentially fatal disease caused by the spore-forming bacterium, Bacillus anthracis. Inhalational anthrax is the most lethal form of anthrax. In the U.S., BioThrax® vaccine is administered in a pre-exposure prophylaxis setting by intramuscular injection as a three-dose primary series over a six-month period. Per the U.S. label, booster doses are administered six and 12 months after completion of the primary series and at 12-month intervals thereafter. BioThrax® vaccine is administered in a post-exposure prophylaxis setting as three subcutaneous injections two weeks apart in conjunction with antibacterial drugs following suspected or confirmed Bacillus anthracis exposure. When we report the revenue associated with “anthrax vaccines,” it reflects the combined revenue from the procurement and sale of BioThrax® vaccine as well as CYFENDUS® vaccine ~~(formerly referred to as AV7909, described below)~~.

OnIn January ~~11,~~ 2024, the Company announced that it has secured an indefinite-delivery, indefinite-quantity ("IDIQ") procurement contract with the U.S. Department of ~~Defense~~War ("~~DoD~~DoW") and led by the Joint Program Executive Office for Chemical, Biological, Radiological and Nuclear Defense, with a maximum value up to $235.8 million, to supply BioThrax® vaccine for use by all branches of the U.S. military as Pre-Exposure Prophylaxis (PrEP) for anthrax disease. The IDIQ contract is comprised of a five-year base agreement ending on September 30, 2028, and an additional five-year option that would extend the contract to September 30, 2033. In 2024, one delivery order was issued, exercising two contract options for $27.9 million. OnIn January 8, 2025, the Company announced the exercise of a third option and modification to the IDIQ contract valued at approximately $20 million to supply BioThrax® vaccine for use by all branches of the U.S. military as Pre-Exposure Prophylaxis (PrEP) for anthrax disease. On January 8, 2026, the Company announced the exercise of an option to the IDIQ contract valued at approximately $21.5 million to supply BioThrax® to the U.S. Department of War in 2026.

CYFENDUS® (Anthrax Vaccine Adsorbed, Adjuvanted) (referred to as investigational product AV7909 prior to FDA approval in July 2023). CYFENDUS® vaccine was approved by the FDA for post-exposure prophylaxis of disease following suspected or confirmed exposure to Bacillus anthracis in persons 18 through 65 years of age when administered in conjunction with recommended antibacterial drugs. In 2021, AV7909 was granted orphan drug designation by the FDA. In ~~July~~ 2023, wethe ~~received~~FDA ~~BLA~~approved ~~approval~~our BLA for CYFENDUS® ~~from the FDA~~. Studies have shown that CYFENDUS® elicits a stronger immune response using fewer doses than BioThrax® vaccine, which is expected to allow patients to reach a protective level of immunity more rapidly. CYFENDUS® is designed to provide protection with a two-dose regimen (versus the BioThrax® three-dose regimen) for post-exposure prophylaxis of anthrax disease, when administered in combination with the recommended antibacterial drugs.

In ~~September~~ 2016, we signed a combination development and procurement contract with Biomedical Advanced Research and Development Authority ("BARDA"), which included a five-year base period of performance to develop CYFENDUS® for post-exposure prophylaxis of anthrax disease and to deliver to the SNS an initial two million doses, subsequently modified to three million doses in March 2017. The contract also includes procurement options for the delivery of an additional 7.5 million to 50.0 million doses of CYFENDUS® into the SNS and options for an additional clinical study and post marketing commitments. In 2019, we initiated and completed enrollment of a Phase 3 study of 3,850 subjects evaluating safety, immunogenicity and lot consistency. The study was completed in 2020. In collaboration with us, the CDC filed with the FDA a pre-EUA submission package related to CYFENDUS®. Following this submission, BARDA began procuring CYFENDUS®, exercising its first three contract options in July 2019, July 2020 and September 2021, respectively, followed by the execution of two contract modifications in 2023. In 2024, two additional contract modifications (valued at approximately $80.0 million) were executed with BARDA; full delivery under the first modification was completed in 2024, and partial delivery for the second modification occurred in 2024 with the remainder to be delivered in 2025.

EbangaTM (ansuvimab-zykl), for injection. EbangaTM (ansuvimab-zykl) is a monoclonal antibody with antiviral activity provided through a single IV infusion (over 60 minutes) for the treatment of ~~Zaire~~infection ~~ebolavirus~~caused by Orthoebolavirus zairense in adult and pediatric patients, including neonates born to a mother who is RT-PCR positive for ~~Zaire~~Orthoebolavirus ~~ebolavirus~~zairense infection. OnIn ~~July 1,~~ 2022, we entered into an asset purchase agreement and a license agreement with Ridgeback Biotherapeutics (“Ridgeback”) to expand the availability of EbangaTM (ansuvimab-zykl). This included a license to use the Ebanga™ trademark and to certain patent rights related to EbangaTM (ansuvimab-zykl). We ~~will~~are be responsible for manufacturing, selling and distributing EbangaTM (ansuvimab-zykl) in the U.S. and Canada and Ridgeback will serve as the global access partner. In ~~July~~ 2023, we announced we were awarded a 10-year contract by BARDA, valued at up to a maximum of $704 million, for advanced development, manufacturing scale-up, and procurement of Ebanga™. In ~~September~~ 2024, BARDA elected to exercise Option 1 (valued at approximately $41.9 million) under the contract for work related to drug substance engineering, scale-up, stability, process validation and commercial readiness. In January 2025, BARDA elected to exercise Option 2 (valued at approximately $16.7 million) under the contract for work related to drug product process and analytical testing validation and long-term stability for Ebanga™ (ansuvimab-zykl).

Raxibacumab injection. Our raxibacumab product is the first fully human monoclonal antibody therapeutic licensed by the FDA for the treatment and prophylaxis of inhalational anthrax due to Bacillus anthracis. Our raxibacumab product is indicated for the treatment of adult and pediatric patients with inhalational anthrax in combination with appropriate antibacterial drugs and for prophylaxis of inhalational anthrax when alternative therapies are not available or appropriate.

~~TEMBEXA®~~Raxibacumab ~~(brincidofovir)~~injection. ~~tablets~~Our ~~and~~raxibacumab ~~oral~~product ~~suspension. TEMBEXA®~~ is the first ~~oral~~fully ~~antiviral~~human ~~approved~~monoclonal byantibody ~~the~~therapeutic ~~FDA~~licensed ~~for~~by the ~~treatment~~FDA ~~of smallpox disease caused by variola virus in adult and pediatric patients, including neonates. On September 26, 2022, we acquired exclusive worldwide rights to brincidofovir from Chimerix Inc.~~ for the treatment of any human smallpox disease or any other disease caused by any orthopox virus. Following the acquisition, the 10-year contract with BARDA, valued at up to $680.0 million, to supply up to 1.7 million tablet and ~~suspension~~prophylaxis ~~formulations~~ of ~~TEMBEXA®~~inhalational ~~was~~anthrax ~~novated~~due to ~~the~~Bacillus ~~Company, which contract was modified in September 2024 to execute additional procurement options valued at approximately $67~~anthracis.~~4 million.~~ OnOur ~~December~~raxibacumab ~~11,~~product ~~2023,~~is ~~Emergent~~indicated ~~received a Notice of Compliance from Health Canada~~ for ~~its Extraordinary Use New Drug Submission (EUNDS) for indication of~~ the treatment of ~~human~~adult ~~smallpox disease in adults~~ and pediatric patients, ~~including~~with ~~newborn~~inhalational ~~infants.~~anthrax Ondue ~~November~~to 6,Bacillus ~~2024,~~anthracis ~~Emergent announced that TEMBEXA® will be included~~ in acombination ~~clinical~~with ~~trial~~appropriate ~~conducted~~antibacterial drugs and ~~sponsored by PANTHER, under the leadership of the Africa Centers~~ for ~~Disease~~prophylaxis ~~Control and Prevention, as part~~ of ~~the~~inhalational ~~MpOx~~anthrax ~~Study~~when inalternative ~~Africa.~~therapies ~~The~~are ~~Company~~not ~~has~~available ~~two~~or ~~patent~~are ~~families relating to the TEMBEXA® product including but~~ not ~~limited to, those listed in the Orange Book: 8,962,829, 9,303,051, 9,371,344, 10,112,909, and 10,487,061~~appropriate. ~~The latest expiring United States composition of matter patents expires in 2034.~~

~~VIGIV CNJ-016~~TEMBEXA® (~~Vaccinia~~brincidofovir) ~~Immune~~tablets ~~Globulin~~and ~~Intravenous~~oral ~~(Human))~~suspension. ~~VIGIV CNJ-016~~TEMBEXA® is the ~~only~~first ~~polyclonal~~oral ~~antibody~~antiviral ~~therapeutic~~approved ~~licensed~~ by the FDA ~~and~~for ~~Health~~the ~~Canada~~treatment toof ~~address~~smallpox ~~certain~~disease ~~complications~~caused ~~from~~by ~~replicating~~variola virus ~~smallpox~~in ~~vaccination~~adult and pediatric patients, including neonates. ~~The~~In ~~principal~~September ~~customer~~2022, we acquired exclusive worldwide rights to brincidofovir from Chimerix Inc. for ~~VIGIV~~the ~~CNJ-016®~~treatment isof any human smallpox disease or any other disease caused by any orthopox virus. Following the ~~USG~~acquisition, ~~specifically~~the ~~HHS.~~10-year Incontract ~~June~~with ~~2019~~BARDA, wevalued ~~announced~~at aup to $680.0 million, to supply up to 1.7 million tablet and suspension formulations of TEMBEXA® was novated to the Company, which contract ~~award~~was bymodified ~~HHS~~in 2024 to execute additional procurement options valued at approximately $~~535~~67.04 million. In September 2025, an option was exercised for additional procurement of TEMBEXA® valued approximately at $17.1 million. ~~over~~In 102023, ~~years~~Emergent received a Notice of Compliance from Health Canada for ~~the~~its ~~continued~~Extraordinary ~~supply~~Use New Drug Submission (EUNDS) for indication of ~~VIGIV~~the ~~CNJ-016~~treatment of human smallpox disease in adults and pediatric patients, including newborn infants. In 2024, Emergent announced that TEMBEXA® ~~into~~would be included in a clinical trial conducted and sponsored by PANTHER, under the ~~SNS~~leadership of the Africa Centers for ~~smallpox~~Disease ~~preparedness~~Control and Prevention, as part of the Mpox Study in Africa (MOSA). ~~VIGIV~~The ~~CNJ-016®~~Company has ~~also~~two ~~been~~patent ~~procured~~families byrelating ato the TEMBEXA® product including but not limited ~~number~~to, ofthose ~~foreign~~listed ~~governments~~in the Orange Book: 8,962,829, 9,303,051, 9,371,344, 10,112,909, and 10,487,061. The latest expiring United States composition of matter patents expires in 2034.

~~Commercial~~CNJ-016® ~~Product~~(VIGIV) (Vaccinia Immune Globulin Intravenous (Human)). CNJ-016® (VIGIV) is the only polyclonal antibody therapeutic licensed by the FDA and Health Canada to address certain complications from replicating virus smallpox vaccination. The principal customer for CNJ-016® (VIGIV) is the USG, specifically HHS. In 2019, we announced a contract award by HHS valued at approximately $535.0 million over 10 years for the continued supply of CNJ-016® (VIGIV) into the SNS for smallpox preparedness. CNJ-016® (VIGIV) has also been procured by a limited number of foreign governments.

~~Our current~~ Commercial ~~portfolio consists of the following product:~~Products

~~COMMERCIAL~~Our ~~PRODUCTS~~current ~~Product~~commercial ~~Indication(s)~~portfolio ~~Regulatory~~consists ~~Approvals NARCAN® (naloxone HCI) Nasal Spray Emergency treatment~~ of ~~known~~the orfollowing ~~suspected opioid overdose as manifested by respiratory and/or central nervous system depression. United States, Canada~~product:

~~Description~~COMMERCIAL PRODUCTS Product Indication(s)* Regulatory Approvals NARCAN® (naloxone HCI) Nasal Spray Emergency use to reverse known or suspected opioid overdose as manifested by respiratory and/or severe central nervous system depression. United States, Canada KLOXXADO® (naloxone HCI) Nasal Spray Emergency treatment of ~~Commercial~~known or suspected opioid overdose as manifested by respiratory and/or central nervous system depression, for adult and pediatric patients.** United States, Canada *Indication statement as per the Health Canada Product Monograph**Indication statement is as per the U.S. Prescribing Information

~~NARCAN®~~Description ~~Nasal Spray. NARCAN® Nasal Spray, a product we obtained in connection with our acquisition~~ of ~~Adapt~~Commercial Pharma Inc. in 2018, is an intranasal formulation of naloxone approved by the FDA and Health Canada for the emergency treatment of known or suspected opioid overdose as demonstrated by respiratory and/or central nervous system depression. We have rights to formulations of naloxone used in NARCAN® Nasal Spray from Indivior PLC (f/k/a Opiant Pharmaceuticals Inc.). The primary customers for NARCAN® Nasal Spray are state health departments, local law enforcement agencies, community-based organizations, substance abuse centers, federal agencies, and consumers. We launched the Generation II NARCAN® Nasal Spray device, which has a claim for enhanced temperature excursions and storage below 25°C. On January 18, 2024, the Company announced that the FDA has acknowledged the shelf-life extension of NARCAN® Nasal Spray from 36 months to 48 months based on the Company’s four-year stability data. Products

OnNARCAN® ~~February~~Nasal 15Spray. NARCAN® Nasal Spray, ~~2023~~a product we obtained in connection with our acquisition of Adapt Pharma Inc. in 2018, ~~the~~is ~~FDA~~an ~~Nonprescription~~intranasal ~~Drugs~~formulation ~~Advisory~~of ~~Committee~~naloxone ~~and~~approved by the ~~Anesthetic~~FDA and ~~Analgesic~~Health ~~Drug~~Canada ~~Products~~for ~~Advisory~~the ~~Committee~~emergency ~~unanimously~~treatment ~~voted~~of inknown ~~favor~~or (asuspected ~~total~~opioid ofoverdose 19as ~~votes)~~demonstrated ~~that~~by ~~the~~respiratory ~~benefit-risk~~and/or ~~profile~~central nervous system depression. We have rights to formulations of naloxone used in NARCAN® Nasal Spray ~~was~~from ~~supportive~~Indivior ofPLC ~~its~~(f/k/a ~~use~~Opiant asPharmaceuticals aInc.). ~~nonprescription~~The ~~opioid~~primary ~~overdose~~customers ~~reversal~~for ~~agent.~~ NARCAN® Nasal Spray ~~was~~are ~~approved~~state ashealth andepartments, ~~OTC~~local ~~medication~~law onenforcement ~~March~~agencies, 29community-based organizations, ~~2023~~substance abuse centers, federal agencies, and consumers. ItWe ~~was~~launched the ~~first~~Generation 4II mgNARCAN® ~~naloxone~~Nasal ~~nasal~~Spray ~~spray~~device, ~~available~~which ~~OTC~~has ina ~~the~~claim ~~U.S.~~for ~~The~~enhanced ~~OTC~~temperature ~~product~~excursions ~~was~~and ~~shipped~~storage ~~out~~below to25°C. ~~retailers~~In ~~and~~January ~~e-commerce~~2024, ~~providers~~the ~~nationwide~~Company ~~beginning~~announced inthat ~~August~~the FDA has acknowledged the shelf-life extension of ~~2023~~NARCAN® ~~and~~Nasal ~~continues~~Spray tofrom be36 ~~available~~months ~~nationwide~~to ~~across~~48 ~~grocery,~~months ~~drug~~based ~~stores~~on ~~and~~the ~~mass~~Company’s ~~merchant~~four-year stability data.

OnIn ~~January~~February 142023, ~~2025,~~the FDA Nonprescription Drugs Advisory Committee and the ~~Company~~Anesthetic ~~announced~~and anAnalgesic ~~agreement~~Drug ~~with~~Products ~~Hikma~~Advisory ~~Pharmaceuticals~~Committee ~~Inc.~~unanimously voted in favor (~~“Hikma”~~a total of 19 votes) that the benefit-risk profile of NARCAN® Nasal Spray was supportive of its use as a nonprescription opioid overdose reversal agent. NARCAN® Nasal Spray was approved as an OTC medication in ~~which~~March 2023. It was the ~~Company~~first ~~obtained~~4 ~~exclusive~~mg ~~commercial~~naloxone ~~rights~~nasal ~~for~~spray available OTC in the U.S. The OTC product ~~sales~~was shipped out to retailers and ~~marketing~~e-commerce inproviders ~~the~~nationwide ~~United~~beginning ~~States~~in August 2023 and ~~Canada~~continues to ~~Hikma’s~~be ~~KLOXXADO®~~available ~~(Naloxone~~nationwide ~~HCl)~~across ~~Nasal Spray~~grocery, andrug 8stores mgand ~~naloxone~~mass ~~agent~~merchant.

In January 2025, the Company announced an agreement with Hikma Pharmaceuticals Inc. (“Hikma”) in which the Company obtained exclusive commercial rights for product sales and marketing in the United States and Canada to Hikma’s KLOXXADO® (Naloxone HCl) Nasal Spray, for the emergency treatment of known or suspected opioid overdose as demonstrated by respiratory and/or central nervous system depression. KLOXXADO® is a prescription product initially approved with 8mg dose in the U.S. and Canada, and a 4mg dose additionally approved in the United States in 2025. Emergent took over sales and marketing of KLOXXADO® in 2025. The primary customers for KLOXXADO® are state health departments, local law enforcement agencies, community-based organizations, substance abuse centers, federal agencies, and patients with prescriptions accessing the product via pharmacies.

Product Candidates

The table below highlights our ~~current portfolio of~~ product candidates in 2025:

PRODUCT CANDIDATES
Product Candidate	Target Indication	Stage of Development
EBS-LASV (rVSV-vectored vaccine for Lassa fever)	Active immunization to prevent Lassa fever.	Phase 1 - Completed
EBS-MARV (rVSV-vectored vaccine for Marburg virus disease)	Active immunization to prevent Marburg virus disease.	Pre-Clinical
EBS-SUDV (rVSV-vectored vaccine for Sudan virus disease)	Active immunization to prevent Sudan virus disease.	Pre-Clinical
Pan-Ebola mAbs	Treatment of ~~ebola~~Ebola virus disease caused by infection in patients with confirmed Sudan virus.	Pre-Clinical
WEVEE-VLP	To prevent disease caused by Western, Eastern, and Venezuelan equine encephalitis virus infections.	Phase 1 - Completed

Description of Product Candidates

EBS-LASV. This vaccine candidate is a recombinant, vesicular stomatitis virus vectored, monovalent vaccine encoding the surface glycoprotein precursor gene of Lassa virus. The development program is partnered with the Coalition for Epidemic Preparedness Innovations ("CEPI"). We have completed our Phase 1 clinical trial and while no safety concerns were observed, the vaccine did not meet the specified immunogenicity endpoint. ~~This~~CEPI funding has been discontinued and this candidate will not progress into Phase 2. This program is discontinued and was closed in 2025.

EBS-MARV. This vaccine candidate is a recombinant, vesicular stomatitis virus vectored, monovalent vaccine encoding the surface glycoprotein precursor gene of Marburg virus. The development program is partnered with Auro Vaccines and is currently in IND-enabling stage. National Institute of Allergy and Infectious Diseases ("NIAID") is funding Auro Vaccines program with contract options through Phase 1 development. Phase 1 GMP Drug Substance material iswas ~~expected~~manufactured in 2025. Discussions are on-going between Auro Vaccines and NIAID around funding for conversion of this material to beGMP ~~manufactured~~Drug inProduct. At the end of 2025, the Company decided to deprioritize this product candidate.

EBS-SUDV. This vaccine candidate is a recombinant, vesicular stomatitis virus vectored, monovalent vaccine encoding the surface glycoprotein precursor gene of Sudan virus. The development program is partnered with Auro Vaccines and is currently in IND-enabling stage. NIAID is funding Auro Vaccines program with contract options through Phase 1 development. Phase 1 GMP material iswas not manufactured as expected in 2025 due to beNIAID ~~manufactured~~funding inchallenges. At the end of 2025, the Company decided to deprioritize this product candidate.

Pan-Ebola mAbs. IBT-T02 is a cocktail comprised of two chimeric mAbs, FVM04 and CA45. The mAb cocktail candidate targets two highly conserved and non-overlapping epitopes on the glycoprotein of Sudan ebolavirus (SUDV) and other ebolaviruses. The preclinical program is in partnership with Integrated Biotherapeutics. ~~with~~The a BARDA funded non-human primate study was completed and the data were reported in ~~progress~~2025. ~~Phase~~At 1the ~~GMP~~end ~~material~~of is2025, ~~expected~~the Company decided to bedeprioritize ~~manufactured~~this inproduct ~~2025~~candidate.

WEVEE-VLP. WEVEE VLP vaccine is a recombinant VLP vaccine. The development program is in partnership with NIAID Vaccine Research Center (VRC), who has already completed a Phase 1 clinical trial of the trivalent vaccine, in addition to a monovalent Phase 1 clinical study of the VEEV VLP component only. At the end of 2025, the Company decided to deprioritize this product candidate.

Description of Services

Bioservices

Our Bioservices ~~are~~offering is based on our established development and manufacturing infrastructure, technology platforms and expertise related to the production of biopharmaceutical products.

Our Bioservices consist of development and analytical services, bulk drug substance manufacturing, ~~fill,~~drug ~~finish~~product formulation and filling, and packaging of final drug product. Collectively, this portfolio of services provides the capability to support “molecule-to-market” solutions to clients engaged in drug development through commercialization of specific product types. These services are provided to ~~innovator~~ biopharmaceutical innovator companies and non-governmental organizations ("NGOs").

We currently have four development and manufacturing sites located in the U.S. and Canada. These sites allow us to meet our internal manufacturing needs as well as perform targeted services for our external customers.

•Our Winnipeg and Gaithersburg sites house our development services expertise;

•Our Canton, Lansing and Winnipeg sites house our commercial drug substance expertise; and

•Our Winnipeg site houses our drug product and packaging expertise.

Marketing and Sales

We have dedicated sales channels for each of our products and service offerings.

Government - MCM Products

Our dedicated team possesses specialized knowledge and experience in both the public and private sectors, focusing on counter terrorism, CBRNE preparedness and public health. We facilitate the entire procurement process for our MCM products and procured product candidates globally through partnerships with the USG, international and domestic NGOs and foreign governments.

The following table lists the registered trademarks for our MCM products:

Trademark			Country of Origin
ACAM2000®			Australia, Brazil, Canada, EU, Hong Kong, Israel, Singapore, United Kingdom, U.S.
Anthrasil®			Australia, Canada, Egypt, EU, Israel, Lebanon, Republic of Korea, Qatar, Saudi Arabia, Singapore, Turkey, United Kingdom, United Arab Emirates, U.S.
ANTHRASIL®			Australia, Canada, Egypt, EU, Israel, Lebanon, Republic of Korea, Qatar, Saudi Arabia, Singapore, Turkey, United Kingdom, United Arab Emirates, U.S.
			U.S.
			EU, UK
BAT®			Canada, ~~China,~~ EU, Japan, Mexico, ~~Republic of Korea,~~ United Kingdom, U.S.
BioThrax®			Australia, Brazil, Canada, EU, India, Malaysia, Saudi Arabia, Singapore, United Kingdom, U.S.
BaciThrax®			France
CYFENDUS®			U.S.
TEMBEXA®			Argentina, Australia, Brazil, Canada, Chile, China, EU, Hong Kong, India, Israel, Japan, Mexico, New Zealand, Norway, Russia, Singapore, South Africa, Switzerland, Taiwan, Turkey, Ukraine, United Kingdom, U.S.
			Australia, EU
CNJ-016®			U.S.

Commercial Product

In the U.S. market, NARCAN® (naloxone HCl) Nasal Spray is sold directly to state and local governments and used by first responders, including: police, firefighters and emergency medical teams. In addition, NARCAN® Nasal Spray is sold to consumers online and through retailers nationwide. NARCAN® Nasal Spray was approved as an OTC medication on March 29, 2023. It was the first 4 mg naloxone nasal spray available OTC in the U.S.

On December 10, 2024, Emergent completed its FDA establishment registration (per Title 21 CFR Part 807) to authorize Emergent to distribute imported convenience kits containing medical devices (gloves and CPR mask) in the U.S. These convenience kits provide devices that support treatment of opioid overdose.

In the Canadian market, NARCAN® (naloxone HCl) Nasal Spray is sold directly to federal, provincial and local governments and agencies for use by first responders, public health and harm reduction agencies, and indigenous communities. In addition, NARCAN® Nasal Spray is sold to businesses online and through pharmacies nationwide. On November 24, 2023, we submitted a Medical Device Establishment License (MDEL) Application to Health Canada that would permit Emergent to distribute naloxone convenience kits containing medical devices (gloves and CPR mask) and Narcan® Nasal Spray (4mg) to comply with provincial legislative requirements. On December 22, 2023, Emergent Canada Inc. received the MDEL, enabling the direct distribution of naloxone convenience kits containing medical devices and NARCAN® Nasal Spray in Canada, which distribution was launched in 2024.

Commercial Products

In the U.S. market, NARCAN® (naloxone HCl) Nasal Spray and KLOXXADO® are sold directly to state and local governments and used by first responders, including: police, firefighters and emergency medical teams. In addition, NARCAN® Nasal Spray is sold to consumers online and through retailers nationwide, as well as to businesses. NARCAN® Nasal Spray was approved as an OTC medication in March 2023. It was the first 4 mg naloxone nasal spray available OTC in the U.S. KLOXXADO®, a prescription product, is also available to patients with prescriptions at pharmacies.

In December 2024, Emergent completed its FDA establishment registration (per Title 21 CFR Part 807) to authorize Emergent to distribute imported convenience kits containing medical devices (gloves and CPR mask) in the U.S. These convenience kits provide devices that support treatment of opioid overdose.

In the Canadian market, NARCAN® (naloxone HCl) Nasal Spray is sold directly to federal, provincial and local governments and agencies for use by first responders, public health and harm reduction agencies, and indigenous communities. In addition, NARCAN® Nasal Spray is sold to businesses online and through pharmacies nationwide. In November 2023, we submitted a Medical Device Establishment License (MDEL) Application to Health Canada that would permit Emergent to distribute naloxone convenience kits containing medical devices (gloves and CPR mask) and Narcan® Nasal Spray (4mg) to comply with provincial legislative requirements. In December 2023, Emergent Canada Inc. received the MDEL, enabling the direct distribution of naloxone convenience kits containing medical devices and NARCAN® Nasal Spray in Canada, which distribution was launched in 2024.

The following table lists the registered trademarks for NARCAN® (naloxone HCl) Nasal Spray:

Trademark Country of Registration NARCAN® Benelux, Canada, Denmark, Estonia, EU, Finland, Germany, Ireland, Italy, Norway, Spain, Sweden, United Kingdom, U.S. Canada, EU, Norway, United Kingdom, U.S. NarcanNasalSpray Benelux, Germany, Denmark, Spain, Estonia, Finland, United Kingdom, Ireland, Italy, Norway, Sweden NARCAN TWINDOSE Canada, EU, Norway, United Kingdom NARCAN DIRECT Canada, EU, United Kingdom, U.S. LAY, SPRAY, STAY EU, United Kingdom, U.S. Canada, U.S. Canada, U.S., EU, United Kingdom Canada Canada Canada EU, United Kingdom, U.S. EU, United Kingdom EU, United Kingdom, U.S. U.S. U.S.

Bioservices

We market our bioservices to the global pharmaceutical and biotechnology industry, governments and NGOs. ~~We also provided bioservices to the USG, which ended in 2021.~~ Our bioservices are supported by a dedicated group of professionals qualified to represent the full breadth of our service offerings.

Competition

Our products and any product or product candidate that we acquire or successfully develop and commercialize are likely to compete with current products and product candidates that are in development for the same indications. The competition for our products and product candidates includes the following:

•ACAM2000®. ACAM2000® vaccine, which is licensed by the FDA for smallpox and mpox, and is licensed in Australia, Canada and Singapore for smallpox, remains the primary smallpox vaccine stockpiled by the USG and offers key features for public health mass vaccination programs that are critical, including a single dose vaccination schedule and multi-dose vial presentation. ACAM2000® vaccine faces competition from JYNNEOSTM vaccine, which is licensed by the FDA for the prevention of smallpox and mpox disease in adults 18 years of age and older determined to be at high risk for smallpox or mpox infection. JYNNEOS® vaccine is also approved in Switzerland, Singapore and Mexico. JYNNEOS® vaccine is approved in Canada and in the EU and United Kingdom under the trade names IMVAMUNE® and IMVANEX®, respectively. ACAM2000® vaccine also faces competition from KM Biologics LC16m8 vaccine, which is approved in Japan for smallpox and mpox.

•CYFENDUS® and BioThrax®. CYFENDUS® and BioThrax® vaccines are currently procured, primarily by the USG, for prevention of anthrax disease. BioThrax® and CYFENDUS® vaccines are currently the only two anthrax vaccines approved by the FDA for prevention of anthrax disease, and CYFENDUS® and BioThrax® are the only anthrax vaccines procured by the USG for the SNS to date. We face potential future competition for the supply of anthrax vaccines if the USG chooses to procure alternative products or product candidates. GC ~~Pharma~~Biopharma, Blue Willow Biologics/Porton Biopharma, and Greffex are each currently developing anthrax vaccine product candidates, which are in various stages of clinical development. Of these product candidates, GC ~~Pharma~~Biopharma and Blue Willow Biologics have completed Phase 1 trials.

•BAT®. Our botulinum antitoxin immune globulin product is the only heptavalent antitoxin licensed by the FDA and Health Canada for the treatment of symptomatic botulism for all seven botulinum neurotoxin serotypes. Direct competition is currently limited.

•CNJ-016®. Our VIGIV product is the only therapeutic licensed by the FDA and Health Canada to address adverse events from smallpox vaccination with replicating virus smallpox vaccines. While direct competition in terms of the treatment of smallpox vaccination side effects is limited, SIGA has obtained EU approval for TPOXX® (tecovirimat), an oral therapy, for the treatment of complications following vaccination against smallpox. TPOXX® is currently procured by the USG for the SNS.

•EbangaTM (ansuvimab-zykl). A monoclonal antibody therapeutic approved by the FDA in December 2020 for the treatment of infection caused by Zaire Ebolavirus in adult and pediatric patients, including neonates born to RT-PCR+ mother for Zaire Ebolavirus infection. Ebanga faces competition from another monoclonal antibody, Inmazeb® (atoltivimab, maftivimab and odesivimab-ebgn), which was approved by the FDA in October 2020 with the same indication. Inmazeb® is currently procured by the USG for the SNS.

•NARCAN®. NARCAN® (naloxone HCl) Nasal Spray is the first FDA-approved intranasal naloxone spray for the emergency reversal of opioid overdoses. Teva Pharmaceuticals Industries Ltd. and its Canadian affiliate (collectively, "Teva") have generic versions of an intranasal naloxone spray based on NARCAN® Nasal Spray approved by the FDA and Health Canada. Teva launched its generic naloxone nasal spray in the U.S. in 2021. Padagis Pharmaceuticals also has a generic version of an intranasal naloxone spray based on NARCAN® Nasal Spray approved by the FDA. Padagis launched its generic naloxone nasal spray in 2022. NARCAN® Nasal Spray also faces branded competition: KloxxadoTM (naloxone HCl) nasal spray 8mg, a branded product developed by Hikma, RextovyTM, (naloxone HCL nasal spray 4 mg), a branded product developed by Amphastar Pharmaceuticals, Inc. and its naloxone injection product, Teleflex Medical Inc.'s Intranasal Mucosal Atomization Device and ZimhiTM (naloxone), a branded injectable product developed by Adamis and RiVive™ a 3mg naloxone nasal spray formulation intended for use in opioid overdose reversal by Harm Reduction Therapeutics. On May 22, 2023, FDA granted approval of OPVEE® (nalmefene) Nasal Spray to Opiant Pharmaceuticals Inc, (now a wholly owned subsidiary of Indivior PLC), which was released in the market during fourth quarter of 2023. Teva Pharmaceutical Industries Ltd. also received a notice of compliance (NOC) from Health Canada on January 2, 2024. In April 2024, the FDA approved Rezenopy® (naloxone HCL nasal spray 10mg), a branded product manufactured by Summit Biosciences Inc. In addition, in April 2024, the FDA 14

13•Naloxone Commercial Products. NARCAN® (naloxone HCl) Nasal Spray is the first FDA-approved intranasal naloxone spray for the emergency reversal of opioid overdoses. KLOXXADO® (naloxone HCI) nasal spray is a prescription product for the same use. These products face generic competition. Teva Pharmaceuticals Industries Ltd. and its Canadian affiliate (collectively, "Teva") have generic versions of an intranasal naloxone spray based on NARCAN® Nasal Spray approved by the FDA and Health Canada. Teva launched its generic naloxone nasal spray in the U.S. in 2021. Padagis Pharmaceuticals also has a generic version of an intranasal naloxone spray based on NARCAN® Nasal Spray approved by the FDA and launched in the U.S. in 2023. In addition, in April 2024, the FDA approved an additional ANDA for nasal naloxone 4mg from Amneal Pharmaceuticals, Inc. Our naloxone products also face branded competition: RextovyTM, (naloxone HCL nasal spray 4 mg), a branded product developed by Amphastar Pharmaceuticals, Inc. which also has a naloxone injection product, ZimhiTM (naloxone), a branded injectable product developed by Adamis, and RiVive™ a 3mg naloxone nasal spray formulation intended for use in opioid overdose reversal by Harm Reduction Therapeutics. In May 2023, FDA granted approval of OPVEE® (nalmefene) Nasal Spray to Opiant Pharmaceuticals Inc, (now a wholly owned subsidiary of Indivior PLC), which was released in the market during fourth quarter of 2023. In April 2024, the FDA approved Rezenopy® (naloxone HCL nasal spray 10mg), a branded product manufactured by Summit Biosciences Inc. Our naloxone products may face additional generic and branded competition in the future.

~~approved~~•Raxibacumab anand ~~additional~~ANTHRASIL® ~~ANDA~~[Anthrax ~~for~~Immune ~~nasal~~Globulin ~~naloxone~~Intravenous ~~4mg~~(Human)]. ~~from~~Our ~~Amneal~~raxibacumab ~~Pharmaceuticals,~~product ~~Inc.,~~is ~~which was~~ the first ~~generic~~FDA-licensed ~~equivalent~~fully tohuman ~~OTC~~anthrax ~~NARCAN~~monoclonal antibody therapeutic and ANTHRASIL® ~~Nasal~~[Anthrax ~~Spray~~Immune toGlobulin beIntravenous ~~launched.~~(Human)] ~~NARCAN®~~is ~~Nasal~~the ~~Spray~~only ~~may~~polyclonal ~~face~~antibody ~~additional~~therapeutic ~~generic~~licensed by the FDA and ~~branded~~Health ~~competition~~Canada for the treatment of inhalational anthrax in adult and pediatric patients in combination with appropriate antibacterial drugs. Elusys Therapeutics, Inc. has obtained FDA licensure for Anthim® (obiltoxaximab) injection, a monoclonal antibody indicated for the ~~future~~treatment and prophylaxis of inhalational anthrax. Obiltoxaximab is also approved in Canada.

•~~Raxibacumab and Anthrasil~~TEMBEXA® ~~[Anthrax Immune Globulin Intravenous~~ (~~Human~~brincidofovir)]. ~~Our~~TEMBEXA® ~~raxibacumab product~~ is the first ~~FDA-licensed~~oral ~~fully~~antiviral ~~human~~approved ~~anthrax~~by ~~monoclonal~~the ~~antibody~~FDA, ~~therapeutic~~in ~~and~~June ~~Anthrasil®~~2021, ~~[Anthrax~~for ~~Immune~~all ~~Globulin~~age ~~Intravenous~~groups ~~(Human)]~~for is the ~~only~~treatment ~~polyclonal~~of ~~antibody~~smallpox. ~~therapeutic~~In ~~licensed~~2023, byTEMBEXA® ~~the~~received ~~FDA~~approval ~~and~~by Health Canada. TEMBEXA® faces competition from TPOXX® (tecovirimat), an oral therapy for the treatment of ~~inhalational~~smallpox ~~anthrax~~disease that was approved by the FDA in ~~adult~~July 2018 and ~~pediatric~~is ~~patients~~currently inprocured ~~combination~~by ~~with~~the ~~appropriate~~USG ~~antibacterial~~for ~~drugs~~the SNS. ~~Elusys~~TPOXX® ~~Therapeutics,~~is ~~Inc.~~also ~~has~~approved ~~obtained~~in ~~FDA~~Canada ~~licensure~~and ~~for~~the ~~Anthim®~~EU. ~~(obiltoxaximab)~~In ~~injection,~~the aEU ~~monoclonal~~and ~~antibody~~Japan, TPOXX® is indicated for the treatment of smallpox, mpox and ~~prophylaxis~~cowpox, ofas ~~inhalational~~well ~~anthrax.~~as ~~Obiltoxaximab~~the istreatment ~~also~~of ~~approved~~complications infollowing ~~Canada~~vaccination against smallpox.

•TEMBEXA® (brincidofovir). TEMBEXA® is the first oral antiviral approved by the FDA, in June 2021, for all age groups for the treatment of smallpox. In December 2023, TEMBEXA® received approval by Health Canada. TEMBEXA® faces competition from TPOXX® (tecovirimat), an oral therapy for the treatment of smallpox disease that was approved by the FDA in July 2018 and is currently procured by the USG for the SNS. TPOXX® is also approved in Canada and the EU. In the EU and Japan, TPOXX® is indicated for the treatment of smallpox, mpox and cowpox, as well as the treatment of complications following vaccination against smallpox.

Bioservices

We also compete for bioservices with several biopharmaceutical product R&D organizations, contract manufacturers of biopharmaceutical products (CDMOs), other bioservices organizations, and university research laboratories.

Companies with which we compete to provide bioservices ~~include,~~fall ~~among~~into ~~others:~~three ~~Lonza~~broad ~~Group Ltd~~categories., ~~Catalent~~First, ~~Inc.,~~contract manufacturers such as Thermo Fisher Scientific, ~~Curia~~Lonza, ~~Global~~and FUJIFILM Biotechnologies, ~~Inc.~~all of which offer end-to-end contract manufacturing services encompassing development, ~~National~~drug ~~Resilience~~substance, and drug product. Second, contract manufactures such as Grand River Aseptic Manufacturing, ~~Berkshire~~Pyramid ~~Sterile~~Bioservices, ~~Manufacturing~~and PCI, ~~Jubilant~~which ~~HollisterSteirVetter~~offer ~~Pharma~~a narrower range of services (e.g., exclusively drug substance or drug product). Lastly, organizations such as Pfizer CentreOne and ~~FUJIFILM~~AbbVie ~~Diosynth~~Contract ~~Biotechnologies~~Manufacturing, which offer a portfolio of manufacturing services to increase utilization of internal manufacturing capabilities. WeIn some instances, we also compete with in-house research, development and ~~support~~manufacturing ~~service~~ departments of other biopharmaceutical companies.

MANUFACTURING OPERATIONS

Manufacturing Network: Emergent relies on an internal and external network of manufacturers and other third parties to produce and test its commercial and clinical supply of products. The following products are manufactured internally: ACAM2000®, ~~Anthrasil~~ANTHRASIL®, BAT® and ~~VIGIV~~ CNJ-016® (VIGIV).

NARCAN® Nasal Spray, EBANGA™, TEMBEXA®, CYFENDUS® and BioThrax® are produced externally in whole or in part by contract manufacturers. However, we perform the majority of the work internally to produce CYFENDUS® and BioThrax®.

For example, materials for production of NARCAN® Nasal Spray, such as the naloxone active pharmaceutical ingredient and other excipients, along with the vial, stopper and device are produced around the world by other third parties and delivered to the primary manufacturer and released to manufacturing following appropriate testing.

Supplies and Raw Materials: We place purchase orders for quantities of raw material and supplies in advance of their use in manufacturing in quantities believed to be sufficient to meet upcoming demand requirements. Once received into our facilities or our contract manufacturer’s facility, these materials are subject to rigorous testing to ensure they are appropriate for use.

We obtain Alhydrogel® adjuvant 2%, which is used in the manufacture of CYFENDUS® and BioThrax® vaccines, from a single-source supplier for which we currently have no alternative source of supply. However, we maintain stored supplies of this adjuvant in quantities we believe to be sufficient to meet our expected manufacturing needs. We also utilize single-source suppliers for other raw materials in our manufacturing processes.

In addition, we utilize single source suppliers for all components of NARCAN® Nasal Spray.

We also rely on single source suppliers for our plasma collection to support the ~~VIGIV~~ CNJ-016® (VIGIV) and BAT® programs. We work closely with our suppliers for these specialty programs and operate under long-term agreements.

INTELLECTUAL PROPERTY

We actively seek to protect intellectual property related to our assets, including patent rights, trademark rights, trade secrets and proprietary confidential information, through defense and enforcement of existing rights and pursuit of protection on new and arising innovations. The duration of and the type of protection for patent rights depends upon many factors including the type of patent, the scope of its coverage, the availability of regulatory-related extensions or administrative term adjustments, the availability of legal remedies in a particular country, and the validity and enforceability of the patents. We are a party to various license agreements, including those under which we license patents, patent applications, trademarks, know-how, and other intellectual property rights. It is our policy to ethically consider the enforcement and defense of our intellectual property rights, and to respect the valid and enforceable intellectual property rights of others.

REGULATION

Regulations in the U.S. and other countries have a significant impact on our product development, manufacturing and marketing activities.

Government Contracting

Our status as a USG contractor means that we are subject to various statutes and regulations, including:

•the Federal Acquisition Regulation ("FAR") and agency-specific regulations supplemental to FAR, which comprehensively regulate the award, formation, administration and performance of government contracts;

•the Defense Federal Acquisition Regulations Supplement ("DFARS") and agency-specific regulations supplemental to DFARS, which comprehensively regulate the award, formation, administration and performance of ~~DoD~~DoW government contracts;

•the Department of State Acquisition Regulation which regulates the relationship between a Department of State organization and a contractor or potential contractor;

•business ethics and public integrity obligations, which govern conflicts of interest and the hiring of former government employees, restrict the granting of gratuities and funding of lobbying activities and incorporate other requirements such as the Anti-Kickback Act, the Procurement Integrity Act, the False Claims Act and the Foreign Corrupt Practices Act;

•export and import control laws and regulations, including but not limited to the Export Administration Regulations and International Traffic in Arms Regulations; and

•laws, regulations and executive orders restricting the use and dissemination of information classified for national security purposes and the exportation of certain products and technical data.

USG agencies routinely audit and investigate government contractors for compliance with applicable laws and standards. Our role and status as a large government supplier to HHS, particularly BARDA increases the likelihood of Congressional review and oversight. The legal framework we are subject to as a government contractor imposes stricter penalties than those normally applicable to commercial contracts, such as criminal and civil liability and suspension and debarment from future government contracting. In addition, pursuant to various laws, our government contracts can be subject to unilateral termination or modification by the government for convenience, detailed auditing and accounting systems requirements, statutorily controlled pricing, sourcing and subcontracting restrictions and statutorily mandated processes for adjudicating contract disputes.

The Project BioShield Act of 2004. The Project BioShield Act of 2004 (Project BioShield) was enacted to augment market incentives for companies pursuing the development of MCMs of which the government is the only significant market. Project BioShield provided $5.6 billion over 10 years to develop, purchase, and stockpile MCMs for use in a public health emergency against CBRNE agents.

The Pandemic and All Hazards Preparedness Act of 2006 and Reauthorization Acts. The Pandemic and All Hazards Preparedness Act of 2006 established the role of ASPR within HHS and provided statutory authorities for a number of programs, including the creation of BARDA to support the development and procurement of MCMs to respond to CBRNE. The Pandemic All Hazards Preparedness Reauthorization Act of 2013 ("PAHPRA") continued BARDA’s role and reauthorized Project BioShield funding through fiscal year 2018 and provided BARDA with additional appropriations to support advanced research and development. The Pandemic and All-Hazards Preparedness and Advancing Innovation Act of 2019 reauthorized Project BioShield’s special reserve fund and authorized 10-year funding for product development. BARDA has used the incentives under Project BioShield and subsequent reauthorizations of it to build a robust pipeline of MCMs for multiple CBRNE agents. It has also procured and stockpiled many of our related products for potential use in the event of a PHT emergency, including BioThrax®, ACAM2000®, ~~Anthrasil~~ANTHRASIL®, BAT®, ~~VIGIV~~ CNJ-016® (VIGIV) and raxibacumab products.

Funding for BARDA is provided by annual appropriations by Congress. Congress appropriates annual funding for procurement of MCMs for the SNS (currently managed by ASPR) and for the NIAID to conduct biodefense research. This appropriation funding supplements amounts available under Project BioShield.

Emergency Use Authorization

Section 564 of the Federal Food, Drug, and Cosmetics Act ("FDCA") authorizes FDA to issue an Emergency Use Authorization ("EUA") to permit the introduction into interstate commerce of unapproved MCMs, or approved MCMs for unapproved uses, in the context of certain potential or actual public health emergencies. Several actions are required to trigger FDA’s authority to issue EUAs. First, there must be a determination by certain federal officials that a particular threat or emergency exists. This can be (1) a determination by the Secretary of HHS that there is a public health emergency, or a significant potential for a public health emergency, that affects, or has a significant potential to affect, national security or the health and security of United States citizens living abroad, and that involves CBRN agents, or a disease or condition that may be attributable to CBRN agents; (2) a determination by the Secretary of Homeland Security (“DHS”) that there is a domestic emergency, or a significant potential for a domestic emergency, involving a heightened risk of attack with a CBRN agent; (3) a determination by the Secretary of ~~Defense~~War that there is a military emergency, or a significant potential for a military emergency, involving a heightened risk to United States military forces from an attack with a CBRN agent or an agent that may cause, or is otherwise associated with, an imminently life-threatening and specific risk to United States military forces; or (4) the identification of a material threat pursuant to section 319F–2 of the Public Health Service Act (“PHSA”) sufficient to affect national security or the health and security of United States citizens living abroad. Based on one of these determinations, the Secretary of HHS may make a declaration (the EUA Declaration) that circumstances exist justifying EUAs for MCMs to respond to the threat or emergency at issue. Once the relevant determination and EUA declaration are issued, FDA has the authority to issue EUAs for the use of specific medical products based on criteria established by statute, including that the product at issue may be effective in diagnosing, treating, or preventing a serious or life-threatening disease or condition related to the threat or emergency and that there are no adequate, approved, and available alternatives to the product for diagnosing, preventing, or treating the disease or condition. EUAs are subject to additional conditions and restrictions, are product-specific, and terminate when the EUA is revoked or the EUA declaration is terminated because the Secretary of HHS has determined that the circumstances that led to the emergency determination have ceased or because the authorized use has been approved.

Under PAHPRA, the USG may purchase certain MCMs for the SNS prior to FDA approval, licensure or authorization, under certain circumstances. BARDA is currently procuring CYFENDUS® (Anthrax Vaccine Adsorbed (AVA), Adjuvanted).

Public Readiness and Emergency Preparedness Act. The Public Readiness and Emergency Preparedness Act ("PREP Act") creates certain liability protections for manufacturers of MCMs when the Secretary of HHS issues a declaration related to a specific disease, condition or public health threat. The PREP Act is intended to provide liability immunity from claims under federal or state law for loss caused by, arising out of, relating to, or resulting from the administration or use of a covered MCM. The scope of protection will be defined by the specific PREP Act declaration. The only statutory exception to the immunity granted by the PREP Act is for actions or failures to act that constitute willful misconduct. The Secretary of HHS has issued PREP Act declarations covering MCMs for smallpox, mpox, and other orthopox; anthrax; and botulinum toxin, among other pathogens. These declarations could apply to ACAM2000®, ~~Anthrasil~~ANTHRASIL®, BAT®, BioThrax®, CYFENDUS®, raxibacumab and ~~VIGIV~~ CNJ-016® (VIGIV) products, as covered MCMs. The declarations for anthrax and botulism expire on December 31, 2027. The declaration for smallpox, mpox, and other orthopox expires on December 31, 2032.

Support Anti-Terrorism by Fostering Effective Technology Act of 2002. The Support Anti-terrorism by Fostering Effective Technologies Act of 2002 (“SAFETY Act”) was enacted to create certain liability limitations for Qualified Anti-Terrorism Technologies (“QATTs”) for claims arising out of, related to, or resulting from an act of terrorism. DHS administers the SAFETY Act program, which provides two potential categories of liability protections – designation and certification. If DHS deems an MCM a “Designated Technology,” then the company’s liability is limited to the amount of liability insurance that DHS determines the company must maintain. To receive “certification,” a QATT must first be “designated” and also be shown to perform as intended, conform to the manufacturer’s specifications, and be safe for use as intended. Certification allows the company to assert the Government Contractor defense for claims arising from acts of terrorism.

DHS granted SAFETY Act designation and certification for BioThrax® in 2006 and has continued to renew those determinations. Any future renewals of the SAFETY Act designation and certification for BioThrax® products may not provide adequate protection from all claims made against us.

Product Development for Therapeutics and Vaccines

Pre-Clinical Testing. We generally perform pre-clinical safety and efficacy testing on our product candidates before we initiate clinical trials.

Animal Rule. Conducting controlled human clinical trials to determine efficacy of MCMs against dangerous pathogens may sometimes be unethical or unfeasible. In such circumstances, products may be approved under the FDA’s “Animal Rule.” According to the FDA, this regulatory pathway can only be pursued if conducting human efficacy studies would be unethical and field trials to study the product’s effectiveness, after an accidental or deliberate exposure, are not feasible. Under the “Animal Rule,” under some circumstances, approval of product candidates can be based on efficacy data from animal studies. In assessing the sufficiency of animal data, the FDA may take into account other available data, including human data. These approvals generally are associated with a requirement for post-approval trials that would be conducted in the event of an act of bioterrorism, a pandemic, or other natural exposure to the pathogen at issue.

Investigational New Drug Application. Before clinical testing may begin, the results of pre-clinical testing and other available clinical data and manufacturing information must be submitted to the FDA as part of an Investigational New Drug application ("IND"). The data must provide an adequate basis for evaluating both the safety and the scientific rationale for the initial clinical studies. The FDA may impose a full or partial clinical hold on the effectiveness of an IND pending receipt of additional information.

Clinical Trials. Clinical trials involve administration of a product candidate to healthy human volunteers or patients under the supervision of a qualified physician under a regulatory agency approved protocol for the country in which the human trial is to be conducted. Human clinical trials typically are conducted in the following three sequential phases.

▪Phase 1 studies involve introduction of the drug into human subjects (usually healthy, but in some circumstances may include patients) to assess safety, metabolism, pharmacokinetics, pharmacological actions, side effects and early evidence of effectiveness.

▪Phase 2 involves studies to assess the efficacy of the drug in specific, targeted indications to explore preliminary efficacy, tolerance, optimal dosage, and safety.

▪Phase 3 involves pivotal trials to assess clinical efficacy and safety in a larger number of healthy subjects or patients. These trials are intended to permit the FDA to evaluate the overall benefit-risk relationship of the product, and provide adequate information for approval and drug labeling.

In addition, in certain circumstances Phase 4 studies may be conducted following marketing approval in order to provide additional data related to drug use. The FDA may impose a temporary or permanent clinical hold, or other sanctions, if it believes that a clinical trial is not being conducted in accordance with the FDA requirements or presents an unacceptable risk to the clinical trial subjects.

Good Clinical Practice and International Conference on Harmonization ("ICH") Guidelines. All phases of clinical studies must be conducted in conformance with the FDA’s bioresearch monitoring regulations and Good Clinical Practices ("GCP"), which include applicable ICH Guidelines and are collectively ethical and scientific quality standards for the conduct and reporting of clinical trials in human subjects.

Marketing Approval – Biologics, Drugs and Vaccines

Biologics License Application ("BLA")/New Drug Application ("NDA"). For large molecule products, such as vaccines, products derived from blood and blood components, and antibodies, all data obtained from a development program, including research and product development, manufacturing, pre-clinical and clinical trials, labeling and related information are submitted in a BLA to the FDA and in similar regulatory filings with the corresponding agencies in other countries for review and approval. For small molecule drugs, this information is submitted in an NDA filing. The submission of an application, either a BLA or an NDA, is not a guarantee that the FDA will find the application complete and accept it for filing. The FDA may issue a refuse to file, or RTF, letter to the applicant and request additional information, in which case the application must be resubmitted. Most applications are subject to a substantial application fee and each approved product will be assessed an annual fee. Under the FDCA, the FDA has the authority to grant waivers of certain user fees.

In reviewing a BLA or NDA, the FDA may grant approval, request more information or data, or decline to approve the application if, among other potential deficiencies, the FDA determines that the application does not provide substantial evidence of effectiveness, the drug is not safe for use under the conditions of use in the proposed labeling, or there are deficiencies in manufacturing quality. If the FDA decides not to approve an application, it will issue a complete response letter, or CRL. During the FDA's review of the application, the FDA will also typically inspect one or more clinical sites to ensure compliance with GCPs as well as the facility or facilities at which the candidate is manufactured to ensure compliance with current good manufacturing practices ("CGMPs").

as the facility or facilities at which the candidate is manufactured to ensure compliance with current good manufacturing practices ("CGMPs").

The receipt of regulatory approval may take many years, and typically involves the expenditure of substantial financial resources. The FDA may also impose conditions upon approval or significantly limit the indications approved for a given product and/or require, as a condition of approval, enhanced labeling, packaging, post-approval clinical trials, expedited reporting of certain adverse events, pre-approval of promotional materials or restrictions on consumer advertising, which could negatively impact the commercial success of a product.

Abbreviated New Drug Applications Under Section 505(j) and Section 505(b)(2) New Drug Applications. Most drug products obtain FDA marketing approval under a full NDA for innovator products, or an abbreviated new drug application ("ANDA") for generic products. The Hatch-Waxman amendments to the FDCA established a statutory procedure for submission and FDA review and approval of ANDAs for generic versions of branded drugs previously approved by the FDA (reference listed drugs, or RLDs). Because the safety and efficacy of RLDs have already been established by the brand company (sometimes referred to as the innovator), the FDA does not generally require ANDA applicants to provide preclinical and full clinical data to establish safety and effectiveness. However, a generic manufacturer is required to demonstrate bioequivalence (i.e., it provides the equivalent rate and extent of absorption as the innovator product) and meet other requirements (including that the generic product provides the same active ingredient in the same dose and dosage form via the same route of administration).

A third alternative for approval of a drug product is commonly referred to as a Section 505(b)(2) NDA, which enables the applicant to rely, in part, on the FDA’s findings of safety and efficacy of an existing product in support of its application. Section 505(b)(2) NDAs often provide an alternate path to FDA approval for new or improved formulations, new strengths, new routes of administration or new uses of previously approved products. Section 505(b)(2) permits the filing of an NDA where at least some of the information required for approval comes from studies not conducted by or for the applicant and for which the applicant has not obtained a right of reference. The applicant might rely upon the FDA’s findings with respect to certain pre-clinical or clinical studies conducted for an approved product. The FDA may also require companies to perform additional studies or submit other information to support the change from the approved product. The FDA may then approve the new product candidate for certain indications for which the referenced product has been approved, as well as for any new indication sought by the applicant.

In seeking approval for a drug through an NDA, including a 505(b)(2) NDA, applicants are required to submit to the FDA information about certain patents of the applicant or that are held by third parties whose claims cover the applicant’s product. Upon approval of an NDA, each of the patents for which the applicant has submitted information in connection with the NDA is then published in the Orange Book. Any subsequent applicant who files an ANDA or a 505(b)(2) NDA must make one of the following certifications to the FDA concerning each patent for which the RLD sponsor was required to submit information in connection with the RLD: (1) the patent information has not been submitted to the FDA; (2) the patent has expired; (3) the date on which the patent will expire; or (4) the patent is invalid, unenforceable, or will not be infringed by the manufacture, use or sale of the drug product for which the application is submitted. This last certification is known as a paragraph IV certification. Alternatively, the ANDA or 505(b)(2) NDA applicant may submit a statement that there are no relevant patents or that a method-of-use patent does not claim a proposed indication or other condition of use for which the applicant is seeking approval.

If the RLD’s NDA holder or patent owner initiates patent litigation to enforce an Orange Book-listed patent within 45 days after receiving notice of a paragraph IV certification, the FDA generally is prohibited from approving the application until 30 months from the date of receipt of the paragraph IV notice, although this stay may terminate earlier depending upon the resolution of the litigation, if the court issues an order terminating the stay, or if the patent owner or exclusive patent licensee consents to approval of the application before the expiration of the stay. The ANDA or 505(b)(2) application also will not be approved until any applicable non-patent exclusivity listed in the Orange Book for the RLD has expired.

Biosimilar Products. When a biological product is licensed for marketing by FDA through the approval of a BLA under section 351(a) of the PHSA, the product may be entitled to exclusivity barring FDA from accepting or approving an application under section 351(k) of the PHSA for a competing product for certain periods of time. The Biologics Price Competition and Innovation Act of 2009 (the "BPCIA") added Section 351(k) of the PHSA, which provides an abbreviated approval pathway for biological products that are biosimilar to or interchangeable with an FDA-licensed reference product. The FDA may approve a biosimilar product if it finds that the product is highly similar to the reference product notwithstanding minor differences in clinically inactive components and there are no clinically meaningful differences between the proposed biosimilar product and the reference product in terms of safety, purity, and potency. For the FDA to approve an interchangeable biosimilar product, it must conclude that the product is biosimilar to the reference product, can be expected to produce the same clinical result as the reference product in any given patient, and—for a product that is administered more than once to an individual—alternating or switching between the proposed interchangeable product and the reference product would not create an increased risk in terms of safety or diminished efficacy compared to using the reference product only.

18FDA will not accept a biosimilar application until four years after the date of first licensure of a biological product licensed under section 351(a) of the PHSA, and FDA will not approve a biosimilar application until 12 years after such date of first licensure. This type of exclusivity is known as reference product exclusivity. The approval of a supplemental BLA or certain subsequent BLAs does not give rise to a new date of first licensure, and, consequently, does not yield an additional period of reference product exclusivity. Moreover, reference product exclusivity does not affect the timing of FDA’s acceptance or approval of a competing sponsor’s section 351(a) BLA containing the sponsor’s own pre-clinical data and data from adequate and well‑controlled clinical trials to demonstrate the safety, purity, and potency of its product. There have been legislative proposals to reduce the duration of the exclusivity periods, but none has been enacted to date. Moreover, many states have enacted laws that address pharmacy substitution practices involving biosimilar products.

~~FDA~~Post-Approval ~~will~~Requirements. ~~not~~Any ~~accept~~drug, abiologic ~~biosimilar~~or ~~application~~medical ~~until~~device ~~four~~product ~~years~~for ~~after~~which ~~the~~we ~~date~~receive ofFDA ~~first~~marketing ~~licensure~~authorization ofwill abe ~~biological~~subject ~~product~~to ~~licensed~~continuing ~~under~~regulation ~~section~~by ~~351(a) of~~ the ~~PHSA~~FDA, ~~and~~including, ~~FDA~~among ~~will~~other ~~not~~things, ~~approve~~record akeeping ~~biosimilar~~requirements, ~~application~~reporting ~~until 12 years after such date~~ of ~~first~~adverse ~~licensure.~~events, ~~This~~providing ~~type~~FDA ofwith ~~exclusivity~~updated issafety ~~known~~and asefficacy ~~reference~~information, ~~product~~filing ~~exclusivity.~~changes ~~The~~to ~~approval~~manufacturing ofprocess aand ~~supplemental~~analytical ~~BLA~~testing, orproduct ~~certain~~sampling ~~subsequent~~and ~~BLAs~~distribution ~~does~~requirements ~~not~~(for ~~give~~drugs ~~rise~~and tobiologics), arestrictions ~~new~~on ~~date~~advertising ofand ~~first licensure~~promotion, and, ~~consequently,~~FDA ~~does not yield an additional period of reference product exclusivity~~inspections. ~~Moreover,~~Adverse ~~reference~~events ~~product~~that ~~exclusivity~~are ~~does~~reported ~~not~~after ~~affect~~marketing ~~the timing of FDA’s acceptance or~~ approval ofcan aresult ~~competing~~in ~~sponsor’s~~additional ~~section~~limitations ~~351(a)~~being ~~BLA~~placed ~~containing~~on the ~~sponsor~~product’s ~~own~~distribution ~~pre-clinical~~or ~~data~~use and ~~data from adequate and well‑controlled clinical trials to demonstrate the safety~~, ~~purity~~potentially, ~~and~~withdrawal ~~potency~~or ofsuspension ~~its product. There have been recent legislative proposals to reduce the duration~~ of the ~~12-year reference~~ product ~~exclusivity~~from ~~period,~~the ~~but none has been enacted to date~~market. ~~Moreover,~~The ~~many~~FDA ~~states~~may ~~have~~also ~~enacted~~require ~~laws~~post-approval ~~that~~clinical ~~address~~trials ~~pharmacy~~and/or ~~substitution~~labeling ~~practices involving biosimilar products~~changes.

Post-Approval Requirements. Any drug, biologic or medical device product for which we receive FDA marketing authorization will be subject to continuing regulation by the FDA, including, among other things, record keeping requirements, reporting of adverse events, providing FDA with updated safety and efficacy information, product sampling and distribution requirements (for drugs and biologics), restrictions on advertising and promotion, and FDA inspections. Adverse events that are reported after marketing approval can result in additional limitations being placed on the product’s distribution or use and, potentially, withdrawal or suspension of the product from the market. The FDA may also require post-approval clinical trials and/or safety labeling changes.

Facilities involved in the manufacture and distribution of approved products are required to be registered with the FDA and certain state agencies and are subject to periodic unannounced inspections by the FDA for compliance with CGMP and other laws.

A company that is found to have improperly promoted unapproved or off-label uses or otherwise not to have met applicable promotion rules may be subject to significant liability under both the FDCA and other statutes, including the False Claims Act.

Orphan Drugs. Under the Orphan Drug Act, an applicant can request the FDA to designate a product as an “orphan drug" in the U.S. if the drug is intended to treat a rare disease or condition. A disease or condition is considered rare if it affects fewer than 200,000 people in the U.S. or there is no reasonable expectation that the cost of developing the drug and making it available in the United States will be recovered from sales in the United States. A manufacturer must request orphan drug designation prior to submitting a BLA or NDA. Products designated as orphan drugs may be eligible for special grant funding for R&D, FDA assistance with the review of clinical trial protocols, potential tax credits for research, an exemption from the application fee for marketing applications and potentially a seven-year period of orphan drug exclusivity after marketing approval. A grant of an orphan designation is not a guarantee that a product will be approved.

Orphan drug exclusivity (afforded to the first applicant to receive approval for an orphan designated drug for a particular rare disease or condition) generally prevents FDA approval of another sponsor’s application for the same drug for the same indication for seven years after approval of the product that received such exclusivity. Orphan drug exclusivity will not bar approval of the same drug marketed by a different manufacturer under certain circumstances, including if the company with orphan drug exclusivity is not able to meet market demand, grants consent to the FDA’s approval of the subsequent product or the subsequent product is shown to be clinically superior to the approved product on the basis of greater efficacy or safety, or providing a major contribution to patient care.20

Orphan drug exclusivity (afforded to the first applicant to receive approval for an orphan designated drug for a particular rare disease or condition) generally prevents FDA approval of another sponsor’s application for the same drug for the same indication for seven years after approval of the product that received such exclusivity unless the Orphan drug exclusivity will not bar approval of the same drug marketed by a different manufacturer under certain circumstances, including if the company with orphan drug exclusivity is not able to meet market demand, grants consent to the FDA’s approval of the subsequent product or the subsequent product is shown to be clinically superior to the approved product on the basis of greater efficacy or safety, or providing a major contribution to patient care.

After an appellate court decision issued in 2021 called into question the continued validity of FDA's approach to determining the scope of orphan-drug exclusivity, the FDA announced in January 2023 that it would continue to apply the FDA’s regulations limiting the scope of orphan drug exclusivity to a product’s approved uses or indications. As a result of the FDA’s announcement, the scope of orphan drug exclusivity and other issues relating to the FDA’s implementation of the Orphan Drug Act with respect to previously approved and future products may be the subject of litigation or legislation.

Vaccine and Therapeutic Product Lot ~~Protocol~~Release Requirements. ~~Because~~The ~~the~~ manufacturing process for biological products is complex, therefore the FDA requires for many biologics, including most vaccines and immune globulin products, that each product lot undergo ~~thorough~~FDA testing for purity, potency, identity and sterility. FDA may request samples of any lot and, when deemed necessary for the safety, purity, and potency of the product, FDA may prohibit us from distributing a lot until FDA releases the lot. ~~Several~~Some of our vaccines are subject to lot release protocols by the FDA and other regulatory agencies.

Marketing Approval – Devices

Devices may be marketed as stand-alone devices or as constituent parts of a Combination Product, such as a device for delivery of a drug product. Unless an exemption applies, each medical device commercially distributed in the United States requires either FDA clearance of a 510(k) premarket notification, approval of a premarket approval application (“PMA”) or issuance of a de novo classification order.

Medical devices are classified into one of three classes—Class I, Class II or Class III—depending on the degree of risk and the level of control necessary to assure the safety and effectiveness of each medical device. Medical devices deemed to pose lower risks are generally placed in either Class I or II. While most Class I devices are exempt from the 510(k) premarket notification requirement, manufacturers of most Class II devices are required to submit to the FDA a pre-market notification. Devices deemed by the FDA to pose the greatest risk, such as life-sustaining life-supporting or many implantable devices, or devices that have been found not substantially equivalent to a legally marketed Class I or Class II predicate device, are placed in Class III, requiring approval of a PMA.

are generally placed in either Class I or II. While most Class I devices are exempt from the 510(k) premarket notification requirement, manufacturers of most Class II devices are required to submit to the FDA a pre-market notification. Devices deemed by the FDA to pose the greatest risk, such as life-sustaining life-supporting or many implantable devices, or devices that have been found not substantially equivalent to a legally marketed Class I or Class II predicate device, are placed in Class III, requiring approval of a PMA.

All clinical investigations of devices to determine safety and effectiveness must be conducted in accordance with the FDA’s investigational device exemption (“IDE”) regulations that govern investigational device labeling, prohibit promotion of the investigational device, and specify an array of study review and approval, informed consent, recordkeeping, reporting and monitoring responsibilities of study sponsors and study investigators. If the device presents a “significant risk” to human health, as defined by the FDA, the FDA requires the device sponsor to submit an IDE application to the FDA, which must become effective prior to commencing human clinical trials. All clinical device studies, including non-significant risk studies, must be approved by, and conducted under the oversight of, an Institutional Review Board (“IRB”). The IRB is responsible for the initial and continuing review of the study and may pose additional requirements for the conduct of the study.

Both before and after a medical device is commercially distributed, manufacturers and marketers of the device have ongoing responsibilities under FDA regulations, including, for example, establishment registration and device listing; compliance with the requirements of the Quality Management System Regulation (“~~QSR~~QMSR”); compliance with requirements regarding the labeling and marketing of devices; medical device reporting regulations; correction and removal reporting regulations; compliance with requirements for Unique Device Identification (“UDI”); and post-market surveillance activities and requirements. In January 2024, the FDA issued a final rule amending the QSR to align more closely with the international consensus standard for Quality Management Systems for medical devices used by many other regulatory authorities around the world, ISO 13485:2016. The revised regulation is referred to as the Quality Management System Regulation ("QMSR") and becomes effective on January 2, 2026.

Device manufacturers are subject to periodic and unannounced inspection by the FDA. The FDA reviews design and manufacturing practices, record keeping, reports of adverse events, labeling and other information to ensure compliance with the ~~QSR~~QMSR and other applicable requirements, and to identify potential problems with manufacturing processes and marketed medical devices.

A combination product is a product comprised of two or more regulated components (e.g., a drug and device) that are combined into a single product, co-packaged, or sold separately but intended for co-administration, as evidenced by the labeling for the products (cross-labeling). Like their constituent parts—e.g., drugs and devices—combination products are highly regulated and subject to a broad range of pre- and post-market requirements including premarket review, CGMPs and/or QSRs, adverse event reporting, periodic reports, labeling and advertising and promotion requirements and restrictions, market withdrawal and recall. When issuing the QMSR, the FDA made conforming edits to the combination product regulation to clarify the device Quality Management System ("QMS") requirements for combination products. Combination products are typically reviewed through a marketing submission that corresponds to the constituent part which provides the primary mode of action (“PMOA”) for the combination product. For example, if the PMOA of a device-biologic combination product is attributable to the biologic, the agency center that reviews biologics would have the primary jurisdiction for the review.21

A combination product is a product comprised of two or more regulated components (e.g., a drug and device) that are combined into a single product, co-packaged, or sold separately but intended for co-administration, as evidenced by the labeling for the products (cross-labeling). Like their constituent parts—e.g., drugs and devices—combination products are highly regulated and subject to a broad range of pre- and post-market requirements including premarket review, CGMPs and/or QMSRs, adverse event reporting, periodic reports, labeling and advertising and promotion requirements and restrictions, market withdrawal and recall. When issuing the QMSR, the FDA made conforming edits to the combination product regulation to clarify the device Quality Management System ("QMS") requirements for combination products. Combination products are typically reviewed through a marketing submission that corresponds to the constituent part which provides the primary mode of action (“PMOA”) for the combination product. For example, if the PMOA of a device-biologic combination product is attributable to the biologic, the agency center that reviews biologics would have the primary jurisdiction for the review.

The FDA also regulates the export of medical devices from the U.S., and medical devices that are not authorized to be legally marketed in the U.S. are subject to FDA export requirements.

Manufacturing Requirements

The FDA's statutory provisions and regulations require that drugs be manufactured in FDA-registered facilities and in accordance with CGMPs. The CGMP regulations include requirements relating to organization and personnel, buildings and facilities, equipment, control of components and product containers and closures, production and process controls, packaging and labeling controls, holding and distribution, laboratory controls, records and reports, and returned and salvaged products. These processes must be performed in compliance with the applicable portions of the ~~QSR~~QMSR, which covers the methods and the facilities and controls for the manufacture, testing, production, quality assurance, labeling, packaging, distribution, installation and servicing of finished devices intended for human use. Manufacturers and other entities involved in the manufacture and distribution of cleared, approved, or otherwise authorized products are required to register their establishments with the FDA, and in some instances state agencies, and they are subject to periodic unannounced or announced inspections by the FDA for compliance with CGMPs and/or ~~QSRs~~QMSRs and other requirements.

The FDA uses a "risk-based approach" to inspections, whereby the agency prioritizes medical product surveillance inspections deemed high risk based on a variety of specific criteria, such as facility type, compliance history, and inherent risks of product manufactured at the facility. Manufacturers may also have to provide, on request, electronic or physical records regarding their establishments. Delaying, denying, limiting, or refusing inspection by the FDA may lead to a product being deemed to be adulterated. Changes to the manufacturing process, specifications or container closure system for an approved drug product are strictly regulated and often require prior FDA approval before being implemented. The FDA's regulations also require, among other things, the investigation and correction of any deviations from CGMP or failures to follow the QMSR and the maintenance of applicable documentation by the sponsor and any third-party manufacturers involved in producing the approved, cleared, or otherwise authorized product.

investigation and correction of any deviations from CGMP or failures to follow the QSR and the maintenance of applicable documentation by the sponsor and any third-party manufacturers involved in producing the approved, cleared, or otherwise authorized product.

Regulation Outside of the U.S.

Currently, we maintain a commercial presence in the U.S. and Canada as well as certain other countries. Each foreign country has its own regulatory requirements for medicines and medical devices. In the EU, medicinal products are authorized following a process that is similarly demanding as the process required in the U.S. Drug products may be authorized in one of two ways, either through the mutual recognition/decentralized procedure, which provides for the mutual recognition procedure of national approval decisions by the competent authorities of the EU Member States or through the centralized procedure, which provides for the grant of a single marketing authorization that is valid for all EU member states. Before a new medical device can be placed on the market in the EU, compliance with the requirements of the Medical Devices Regulation (EU) 2017/745 must be demonstrated in order to affix the CE Mark to the product. The method of assessing conformity varies depending on the class of the product, but normally involves a combination of self-assessment by the manufacturer and a third-party assessment by a notified body. We are also subject to many of the same continuing post-approval requirements in the EU as we are in the U.S. (e.g., good manufacturing practices).

AsThe ofMedicines ~~January~~and 1,Healthcare ~~2021,~~Products ~~the~~Regulatory UKAgency ~~is no longer part of~~ (the ~~EU, following its withdrawal in~~ “~~Brexit.~~MHRA”) Atserves ~~the time of withdrawal, all existing EU law in force~~ as ofthe ~~December~~regulatory ~~31,~~authority ~~2020,~~overseeing ~~was~~medicines ~~incorporated into UK domestic law, subject to modifications necessary due to Brexit. As a result, UK~~ and EUmedical ~~regulatory~~devices ~~requirements~~in ~~initially~~the ~~remained~~United ~~aligned; however, subsequent regulatory divergence has occurred and is expected to continue~~Kingdom.

~~Until recently~~Additionally, ~~the~~an ~~Medicines~~International ~~and~~Recognition ~~Healthcare~~Procedure ~~Products Regulatory Agency~~ (the “~~MHRA~~IRP”) ~~served~~took aseffect ~~the regulatory authority overseeing medicines and medical devices~~ in ~~Great~~January ~~Britain (England~~2024, ~~Scotland,~~designed ~~and Wales), while Northern Ireland remained subject~~ to EUfacilitate ~~regulations~~marketing ~~under~~authorizations in the ~~Windsor~~UK ~~Framework,~~for ~~which~~products ~~replaced~~already ~~the~~approved ~~previous~~by ~~Northern~~a ~~Ireland~~recognized ~~Protocol~~regulatory inauthority. ~~February~~The ~~2023.~~IRP Asapplies ofto ~~January~~products 1,authorized ~~2025,~~by the ~~MHRA~~European ~~assumed~~Medicines ~~full~~Agency ~~regulatory oversight~~ (for ~~all~~EU ~~medicinal~~centralized ~~products in the UK~~approvals), ~~including~~national ~~Northern~~regulators ~~Ireland,~~in ~~and~~ the European ~~Medicines~~Economic ~~Agency~~Area (the “~~EMA~~EEA”), noand ~~longer~~the ~~has~~FDA, aamong ~~role~~others. inHowever, ~~approving~~reliance-based ~~products~~or ~~for~~recognition-based ~~the~~regulatory ~~Northern~~decisions ~~Ireland~~are ~~market.~~not eligible under this procedure.

Additionally, an International Recognition Procedure (the “IRP”) took effect on January 1, 2024, designed to facilitate marketing authorizations in the UK for products already approved by a recognized regulatory authority. The IRP applies to products authorized by the EMA (for EU centralized approvals), national regulators in the European Economic Area (the “EEA”), and the FDA, among others. However, reliance-based or recognition-based regulatory decisions are not eligible under this procedure.22

Potential Sanctions

For all FDA-regulated products, if the FDA finds that a manufacturer has failed to comply with applicable laws and regulations, or that a product is ineffective or poses an unreasonable health risk, it can institute or seek a wide variety of enforcement actions and remedies, including but not limited to:

•restrictions on products, manufacturers or manufacturing processes;

•restrictions on the labeling or marketing of a product;

•restrictions on distribution or use of a product;

•requirements to conduct post-marketing studies or clinical trials;

•warning letters or untitled letters;

•withdrawal of the products from the market;

•refusal to approve pending applications or supplements to approved applications that are submitted;

•recall of products;

•fines, restitution or disgorgement of profits or revenues;

•suspension or withdrawal of marketing approvals;

•refusal to permit the import or export of our products;

•product seizure; and

•injunctions or the imposition of civil or criminal penalties.

Health regulatory authorities in other countries have similar rules and regulations although the specifics vary from jurisdiction to jurisdiction.

Fraud, Abuse and Anti-Corruption Laws

The U.S. and most other jurisdictions have detailed requirements that apply to government and private health care programs, and a broad range of fraud and abuse laws, transparency laws, and other laws. Relevant U.S. federal and state healthcare laws and regulations include:

•The federal Anti-Kickback Statute;

•The False Claims Act;

•The federal Health Insurance Portability and Accountability Act of 1996 ("HIPAA"), as amended by the Health Information Technology for Economic and Clinical Health ("HITECH") Act;

•The price reporting requirements under the Medicaid Drug Rebate Program and the Veterans Health Care Act of 1992;

•The federal Physician Payment Sunshine Act, being implemented as the Open Payments Program; and

•Analogous and similar state laws and regulations.

Our operations are also subject to compliance with the Foreign Corrupt Practices Act ("FCPA") which prohibits corporations and individuals from corruptly paying, offering to pay, or authorizing the payment of anything of value to any foreign government official, government staff member, political party or party official, or political candidate, directly or indirectly, in an attempt to influence a person working in an official capacity or otherwise obtain an improper advantage. We also may be impacted under the FCPA by the activities of our distributors, collaborators, contract research organizations, vendors, consultants, agents, or other business partners. As a public company, the FCPA also requires us to make and keep books and records that accurately and fairly reflect all of our transactions and to devise and maintain an adequate system of internal accounting controls. Our operations are also subject to compliance with the U.K. Bribery Act, which applies to bribery activities both in the public and private sector, Canada’s Corruption of Foreign Public Officials Act and similar laws in other countries.

We have a global corporate compliance program designed to identify, prevent, and mitigate healthcare fraud and abuse risk through, among other things, policies, systems and promoting a culture of compliance. Our failure to comply with these laws and regulations could subject us to criminal or civil penalties.

Regulations Governing Reimbursement

The marketing practices of U.S. pharmaceutical manufacturers are also subject to federal and state healthcare laws related to government funded healthcare programs.

In the U.S., certain of our products are reimbursed under federal and state health care programs such as Medicaid, Medicare, Tricare, and/or state pharmaceutical assistance programs. Many foreign countries have similar laws.

Various U.S. federal health care laws apply when we or customers submit claims for items or services that are reimbursed under federally funded health care programs, including federal and state anti-kickback laws, false claims laws, and anti-self-referral laws, which may apply to federal and state-funded health care programs and private third-party payers.

Failure to comply with these laws and regulations could subject us to criminal or civil penalties.

Additionally, drug pricing is an active area for regulatory reform at the federal and state levels, and significant changes to current drug pricing and reimbursement structures in the U.S. continue to be considered and enacted. For example, the Inflation Reduction Act of 2022 (the “IRA”), among other provisions, gives HHS the ability and authority to directly negotiate with manufacturers the price that Medicare will pay for certain single-source drugs that account for high Medicare spending. The IRA will also require manufacturers of certain Part B and Part D drugs to pay to HHS rebates based on certain calculations and triggers (i.e., when drug prices increase and outpace the rate of inflation). The Medicare Drug Price Negotiation Program may affect future Medicare reimbursement for certain of our products.

Data Privacy Laws

A number of ~~states in the~~ U.S. states have passed or introduced ~~bills,~~comprehensive ~~which,~~privacy iflaws ~~passed,~~that impose operational ~~privacy~~ requirements on ~~U.S.~~ companies ~~similar~~processing topersonal ~~the~~data, ~~requirements~~similar ~~reflected~~ in many respects to the General Data Protection Regulation ("“GDPR"”) in the EUEuropean Union ("“State Consumer Privacy Laws"”). Canada’s Personal Information Protection and Electronic Documents Act (“PIPEDA”) also establishes a federal privacy framework requiring organizations to obtain meaningful consent, limit data use to identified purposes, and implement safeguards for personal information. While PIPEDA differs from U.S. state laws in scope and enforcement, it reflects similar principles of transparency, accountability, and consumer rights. As of December 31, ~~2024~~2025, comprehensive State Consumer Privacy Laws were effective inacross ~~eight~~a growing number of U.S. states.—including ~~For~~California, ~~example~~Colorado, Virginia, Connecticut, Utah, Florida, Texas, Oregon, and Montana—with additional enacted laws in Iowa, Delaware, Nebraska, New Hampshire, New Jersey, Tennessee, Minnesota, and Maryland, and further laws in Rhode Island, Kentucky, and Indiana becoming effective in 2025 and 2026. These state laws generally apply based on the ~~California~~processing ~~Consumer~~of ~~Privacy~~personal ~~Act~~data of ~~2018~~state ~~("CCPA")~~residents, ~~which~~provided ~~came~~that ~~into~~certain ~~effect~~other onconditions ~~January~~are 1met and the Company does business in the relevant state. As a result, ~~2020~~these laws may, ~~requires~~in ~~covered~~some cases, apply to companies that do not maintain physical operations in the state.

22As an example of these State Consumer Privacy Laws, the California Consumer Privacy Act of 2018 (“CCPA”), which came into effect in January 2020, requires covered companies processing personal information of California residents to make disclosures regarding their data collection, use, and sharing practices, provides consumers with the ability to opt out of certain data sharing with third parties, places restrictions on the use of dark patterns in certain circumstances, and establishes a private right of action for certain data breaches. As states continue to introduce and expand comprehensive privacy frameworks, several have also begun addressing emerging issues associated with automated decision‑making and AI‑enabled processing. While our use of AI remains limited and in early stages, some state privacy laws include requirements governing profiling, risk assessments, and transparency related to automated data decision making. These developments underscore the evolving regulatory expectations around responsible AI use and the corresponding privacy obligations for companies handling consumer data.

process personal information on California residents to make new disclosures to consumers about their data collection, use and sharing practices, allows consumers to opt out of certain data sharing with third parties and provides a new private right of action for data breaches. Certain states, such as Nevada and Washington, have recently enacted consumer health data laws for the protection of consumers' personal health data by outlining broad definitions of consumer health data, a range of consumer rights and valid consent and other compliance requirements. Although similar to ~~state~~State ~~consumer~~Consumer ~~privacy~~Privacy ~~laws~~Laws, these consumer health data laws impose restrictions and obligations beyond ~~state~~State ~~consumer~~Consumer ~~privacy~~Privacy ~~laws~~Laws. Additionally, the Federal Trade Commission and many state attorneys general are interpreting federal and state consumer protection laws to impose standards for the online collection, use, dissemination and security of data. The compliance and other burdens imposed by the EU's GDPR, CCPA and similar privacy laws and regulations may be substantial as they are subject to differing interpretations and implementation among jurisdictions. The restrictions imposed by such laws may require us to modify our data handling practices and impose additional compliance costs and burdens.

Additionally, there are a number of other federal, state, and international legal frameworks that bear on the collection use, dissemination and security of data. Among them, the Federal Trade Commission and many state attorneys general are interpreting federal and state consumer protection laws to impose standards for the online collection, use, dissemination and security of data and there are federal and state wiretap laws that may be relevant to data collection and sharing. In addition, the U.S. Department of Justice (“DOJ”) final rule implementing Executive Order 14117 (“Preventing Access to American’s Bulk Sensitive Personal Data and United States Government-Related Data by Countries of Concern”) has taken effect, and it prohibits or restricts certain transactions involving access by “countries of concern” or “covered persons” to “government-related data” or “bulk U.S. sensitive personal data.” The final rule imposes certain diligence, security, and audit record-keeping obligations, among other requirements.

Several states have recently emphasized requirements related to consumer consent flows, including guidelines regarding cookie banner options, restrictions on dark patterns, and obligations to honor browser‑based opt‑out signals. We have continued to take steps to reflect these requirements across our consumer‑facing sites.

The compliance and other burdens imposed by the EU's GDPR, CCPA and other privacy laws and regulations may be substantial as they are subject to differing interpretations and implementation among jurisdictions. The restrictions imposed by such laws may require us to modify our data handling practices and impose additional compliance costs and burdens.

Other Industry Regulation

Our present and future business has been and will continue to be subject to various other laws and regulations. Various laws, regulations and recommendations relating to safe working conditions, laboratory practices, the experimental use of animals, and the purchase, storage, movement, import, export, use and disposal of hazardous or potentially hazardous substances, including radioactive compounds and infectious disease agents used in connection with our product development, are or may be applicable to our activities.

HUMAN CAPITAL

We value our employees and the contributions each of them makes to achieving our mission to protect and save lives. We strive to create an environment that is professionally and personally rewarding by offering challenging work and projects for individual and team contribution, and opportunities for professional and personal development. Our commitment to attracting, developing, and retaining talented employees helps us to fuel our business growth, drive innovation in the products and services we develop, and inform the way we solve problems and how we serve the needs of a global and diverse patient, customer and partner base. We believe that our investments in employee engagement and leadership development are essential to building the capabilities needed to realize our business strategy.

As of December 31, ~~2024~~2025, we had approximately 900 employees globally. During ~~2024~~2025, our number of employees ~~declined~~globally bystayed approximately 700 due to the organizational restructurings announced in May and August 2024, the sale of our Hattiesburg facility in July 2024, and the sale of our Camden Manufacturing facility to Bora in August 2024consistent. ~~For employees who were impacted by organizational restructuring, the Company provided transition services, severance and employee benefits.~~

We focus on building leaders at every level with the requisite scientific, technical and professional skills to develop and deliver products and services that protect life. We have consistent talent processes and systems across the company including performance management, training and development and succession planning. We recognize the need for ongoing skill enhancement and support continued learning through on-the-job assignments, leadership and technical training programs, tuition assistance professional memberships and professional conference attendance. We continue to use the Gallup Q12 employee engagement survey and administer “pulse surveys” throughout the year to gather feedback on matters of interest and importance to our employees and our business.

Our total rewards plan consists of comprehensive benefits and salaries, bonuses, and for employees in eligible roles, equity awards. In addition, in 2025 we introduced an "equity for all" award that included an equity grant for employees not typically eligible for equity. We continue to provide employees access to country-specific salary range information so that they may have greater visibility to their current compensation levels and more context as they explore developing their careers within our company.

In addition, we are deeply committed to the health and well-being of our employees. We provide a comprehensive range of benefits and resources to support their physical, mental, and financial wellness. Additionally, our safety programs comply with regional requirements and are designed to ensure a safe and comfortable work environment, including a strong culture of safety in our day-to-day operations.

SUSTAINABILITY AND CORPORATE RESPONSIBILITY

Our mission to protect and save lives ~~has~~motivates ~~motivated~~ us to explore our impact at a broader scale. Our approach to these issues is the foundation of good governance and strengthens accountability in all aspects of our business activities and relationships. In ~~2024~~2025, ~~our~~we ~~EVP,~~completed ~~Chief~~a ~~Quality~~sustainability ~~and~~compliance ~~Compliance~~roadmap ~~Officer~~to ~~joined~~help ~~the~~us ~~Chief~~navigate ~~Financial~~and ~~Officer~~anticipate asreporting ~~co-executive~~expectations ~~sponsor~~and ofrequirements ~~our~~within ~~sustainability~~the countries we operate and ~~corporate~~to ~~responsibility~~establish ~~initiatives,~~sustainability ~~further~~and ~~weaving~~reporting ~~corporate~~priorities. ~~responsibility~~In ~~efforts~~addition, ~~into~~for ~~business~~the ~~operations.~~first Wetime, ~~also~~we ~~updated~~completed ~~several~~the ~~policies,~~limited ~~including~~assurance ~~our~~process ~~Combating~~for ~~Trafficking~~our in2024 ~~Persons~~Scope ~~Standard~~1 and ~~U.S.~~2 ~~Government~~GHG ~~Contracting~~emissions ~~Policy~~and asreceived ~~well~~an as“Independent ~~implemented~~Verification aOpinion ~~Supplier~~Declaration” ~~Code~~from ofour ~~Conduct~~auditors. In 2026, ~~and~~we will continue ~~making~~to ~~similar~~monitor ~~improvements~~and toprepare ~~support~~for ~~our~~emerging ~~responsible~~sustainability ~~growth~~regulations ~~and~~globally, towhich ~~align~~includes ~~with~~completing ~~stakeholder~~a ~~expectations~~Double Materiality Assessment (DMA).

Along with continued work on a multi-year strategy that supports company objectives, we invested additional resources in assessing and preparing for emerging sustainability regulations in the U.S. and globally. We will continue to monitor and prepare for disclosure requirements. Our approach is influenced by the framework developed by the Task Force on Climate-Related Disclosures as well as the Sustainability Accounting Standards Board’s standards focused on the healthcare, biotechnology, and pharmaceutical industries. The SASB standards provide guidelines on key sustainability issues that directly impact the operational performance and financial condition of our company.

Priority Issues

WeOur ~~updated our~~ priority issues ~~in 2023, with small adjustments in 2024. They~~ are as follows:

•Top Priorities

◦Talent Attraction, Engagement & Development

◦Ethics & Compliance

◦Product Quality & Patient Safety

◦Sustainable Innovation

◦Product Affordability & Accessibility

◦Responsible Supply Chain

•Relative Priorities

◦Supplier Product Quality, Reliability and Compliance

◦Clinical Trial Practices

◦Employee Health and Safety

◦Climate Impact

◦Sustainability and Corporate Responsibility Oversight

Corporate Responsibility for Environmental Management

We recognize that our operations have an impact on both local and global communities from the energy we source, the waste we generate, and the water we discharge. When improving and innovating our operational infrastructure across our enterprise, we give due consideration to the extent to which they may adversely threaten the environment and human health.

WeIn ~~gather~~accordance ~~data associated~~ with our ~~material~~sustainability ~~operations~~roadmap, aswe conducted a ~~critical~~Climate-Related ~~step~~Risk toAssessment ~~prioritize future footprint reductions and~~ to bebetter ~~prepared~~understand ~~for~~ potential ~~reporting~~climate-related ~~requirements.~~impacts ~~This~~on ~~data is used to calculate~~ our ~~Scope~~business 1under ~~and~~different ~~Scope~~conditions. 2While ~~greenhouse~~it ~~gas~~did ~~(GHG)~~highlight ~~emissions,~~additional ~~and~~opportunities ~~we are continually expanding our data collection efforts~~ to ~~garner~~improve the ~~most~~climate ~~comprehensive~~resilience ~~view~~ of our ~~environmental~~operations ~~impacts.~~long-term, ~~This~~we ~~allows~~believe usthe toassessment ~~make~~confirmed ~~informed~~that ~~decisions~~our ~~regarding~~current ~~potential~~resilience ~~goals,~~measures ~~which~~are ~~could~~effective ~~include~~under ~~setting~~a ~~science-based~~range ~~targets~~of ~~and~~climate-related ~~creating an accompanying roadmap for enterprise environmental goals~~scenarios. We will continue to monitor to determine the relevant future disclosures, if any, necessary to provide transparency surrounding possible financial impacts to our company through sound governance, strategy, risk management, and performance monitoring.

AVAILABLE INFORMATION

Our common stock is traded on the New York Stock Exchange under the ticker symbol “EBS.” Our principal executive offices are located at 300 Professional Drive, Gaithersburg, Maryland 20879. Our telephone number is (240) 631-3200, and our website address is www.emergentbiosolutions.com. We make available, free of charge on our website, our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and all amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") as soon as reasonably practicable after we electronically file those reports with, or furnish them to, the SEC.

Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") as soon as reasonably practicable after we electronically file those reports with, or furnish them to, the SEC.

We also make available, free of charge on our website, the reports filed with the SEC by our executive officers, directors and 10% stockholders pursuant to Section 16 under the Exchange Act as soon as reasonably practicable after copies of those filings are provided to us by those persons. In addition, we intend to make available on our website all disclosures that are required to be posted by applicable law, the rules of the SEC or the New York Stock Exchange listing standards regarding any amendment to, or waiver of, our code of business conduct and ethics. We have included our website address as an inactive textual reference only. The information contained on, or that can be accessed through, our website is not a part of, or incorporated by reference into, this Annual Report on Form 10-K.

2526

ITEM 1A. RISK FACTORS

The following risk factors and other information included in this Annual Report on Form 10-K should be carefully considered. The occurrence of any of the following risks or of unknown risks and uncertainties may adversely affect our business, operating results and financial condition.

RISK FACTOR SUMMARY

This risk factor summary contains a high-level summary of risks associated with our business. It does not contain all of the information that may be important to you, and you should read this risk factor summary together with the more detailed discussion of risks and uncertainties set forth following this summary. A summary of our risks includes, but is not limited to, the following:

•Reduced demand for and/or funding for procurement of CYFENDUS®, ACAM2000® , ~~VIGIV~~ CNJ-016® (VIGIV), BAT® and/or BioThrax®, discontinuation of funding of our USG procurement and development contracts.

•Inability to secure follow-on product procurement contracts with the USG upon the expiration of any of our existing procurement contracts.

•Our inability to maintain quality and compliance in all of our manufacturing operations.

•Damage to, destruction of, or any unplanned disruption at our development and/or manufacturing facilities may impede our ability to manufacture our products, as well as deliver our bioservices.

•Our operations, including our use of hazardous materials, chemicals, bacteria and viruses expose us to significant potential liabilities.

•Clinical trials of product candidates are expensive and time-consuming, and their outcome is uncertain.

•We may fail to capitalize on the most scientifically, clinically or commercially promising or profitable product candidates.

•Failure to comply with complex laws and regulations pertaining to government contracts and resources required for responding to related government inquiries.

•Conditions associated with approvals and ongoing regulation of products may limit how and the extent to which we manufacture and market them.

•Failure to comply with various health care laws could result in substantial penalties.

•Failure to comply with obligations under USG pricing programs may require reimbursement for underpayments and the payment of substantial penalties, sanctions and fines.

•The extent to which we may be able to lawfully offer to sell and sell unapproved products in many jurisdictions may be unclear or ambiguous and such activities may subject us to regulatory enforcement actions.

•Development and commercialization of pharmaceutical products and our biologic products are subject to evolving competition from private and public sector competition, or biosimiliar manufacturers.

•NARCAN® (naloxone HCl) Nasal Spray isand KLOXXADO® (naloxone HCI) Nasal Spray are currently subject to generic and branded competition and may be subject to additional branded and generic competition in the future.

•Biologic products may be affected by the approval and entry of follow-on biologics, or biosimilars in the United States and other jurisdictions.

•Challenges in obtaining or maintaining intellectual property rights and defense or enforcement of such rights.

•Potential discrepancies or challenges with respect to licenses, including our failure to comply with obligations under such licenses.

•Potential loss or misappropriation of proprietary information, know-how, and trade secrets which carries the risk of reducing the value of our technology and products.

•Entry of competing generic drugs upon expiration of patents and/or regulatory exclusivity or with patents no longer in force.

•The loss of sole-source suppliers or an increase in the price of inventory.

•If other parties do not perform as contractually required or as expected, we may not be able to obtain regulatory approval for or commercialize our product candidates.

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•Unfavorable results of legal proceedings and government investigations could adversely impact our business, financial condition and results of operations.

•Our work on PHTs has exposed us to criticism and may expose us to further criticism, from the media, government personnel and others, which could further harm our reputation, negatively affect our share price, operations and our ability to attract and retain talent.

•Cybersecurity incidents involving us, our business partners, collaborators or other third parties could harm our ability to operate our business effectively in light of our heightened risk profile.

•We could face product liability exposure associated with the use of our medical products. There can be no assurance that the SAFETY Act, Public Readiness and Emergency Preparedness Act (the "PREP Act"), or other liability protections will be sufficient to limit or avoid product liability, and defending such cases requires significant resources.

•Our ability to maintain sufficient cash flow from our operations to pay our substantial debt, both now and in the future.

•Restrictions on the operation of our business and limitations on cash available for investment in our business operations as a result of our current indebtedness.

•Our ability to comply with the covenants under our Revolving Credit Facility, Term Loan Facility, Senior Unsecured Notes and any other debt agreements to which we may be a party.

•We may not be successful in identifying, structuring or acquiring businesses and products to drive our growth.

•Our failure to successfully integrate acquired businesses and/or assets into our operations and our ability to realize the benefits of such acquisitions.

•Our failure to realize the full benefits from our divestitures.

•Our business or our share price could be negatively affected as a result of the actions of stockholders.

•The price of our common stock has been and remains subject to extreme volatility.

The risk factors below contain more detailed descriptions of the risks identified above, as well as additional risks that may materially harm our business, financial condition or results of cash flows.

GOVERNMENT CONTRACTING RISKS

We currently derive, and historically derived a substantial portion of our revenue from USG procurement of CYFENDUS® , ACAM2000® , ~~VIGIV~~ CNJ-016® (VIGIV), TEMBEXA®, BAT® and/or BioThrax®. If the USG’s demand for and/or funding for procurement of these products are substantially reduced, our business, financial condition, operating results and cash flows would be materially harmed.

We derive a substantial portion of our current and expected future revenues from USG procurement of CYFENDUS®. The success of our business and our future operating results are significantly dependent on anticipated funding for the procurement of our anthrax vaccines and the terms of such procurement by the USG, including the price per dose, the number of doses and the timing of deliveries. We have no certainty that funding will be made available for the procurement of our anthrax vaccines. If priorities for the Strategic National Stockpile (“SNS”) change generally, or as a result of the conclusion of the USG’s audit of the SNS, or with respect to the level of procurement of our anthrax vaccines, funding to procure future doses of CYFENDUS® or BioThrax® vaccines may be delayed, limited or not available, BARDA may never complete the anticipated full transition to stockpiling CYFENDUS® in support of anthrax preparedness, and our future business, financial condition, operating results and cash flows could be materially harmed.

In addition, we derive a substantial portion of our revenues from sales of ACAM2000® vaccine to the USG. In the past, the priorities of the SNS have changed with respect to ACAM2000® vaccine and if the priorities of the SNS change for ACAM® vaccine in the future or the USG decides not to exercise additional options under our ACAM2000® contract, our future business, financial condition, operating results and cash flows could be materially harmed.

As with any approved product, there is a risk that we may encounter challenges causing delays or an inability to deliver CYFENDUS®, ACAM2000®, ~~VIGIV~~ CNJ-016® (VIGIV), TEMBEXA®, BAT® and/or BioThrax®, which may have a material effect on our ability to generate and recognize revenue.

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Our USG procurement and development contracts require ongoing funding decisions by the USG. Any reduction or discontinuation of funding of any of these contracts could cause our business, financial condition, operating results and cash flows to suffer materially.

The USG is the principal customer for our MCMs and the primary source of funds for the development of most of our product candidates in our development pipeline. We anticipate that the USG will also be a principal customer for any MCMs that we successfully develop from within our existing product development pipeline, as well as those we acquire in the future. Additionally, a significant portion of our revenue comes from USG development contracts and grants. Over its lifetime, a USG procurement or development program, such as for CYFENDUS® under our development and procurement contract with BARDA, may be implemented through the award of many different individual contracts and subcontracts. The funding for such government programs is subject to Congressional appropriations, generally made on a fiscal year basis, even for programs designed to continue for several years. These appropriations can be subject to a number of uncertainties, including political considerations, changes in priorities due to global pandemics, the results of elections and stringent budgetary constraints.

Additionally, our government-funded development contracts typically give the USG the right, exercisable in its sole discretion, to extend these contracts for successive option periods following a base period of performance. The value of the services to be performed during these option periods may constitute the majority of the total value of the underlying contract. OnFor ~~July 31~~example, in July 2023, we were awarded a 10-year contract by BARDA for the advanced development, manufacturing scale-up, and procurement of EbangaTM (ansuvimab-zykl) treatment for Ebola. The contract consists of a base period of performance with two option periods valued at approximately $121 million, which were exercised onin September 5, 2024 and January ~~10,~~ 2025, respectively, and option periods for procurement of EbangaTM over five years valued at up to $583 million, one of which was awarded in September 2024 (valued at $41.9 million). If all option periods are exercised, the total contract value will be valued at up to approximately $704 million. If levels of government expenditures and authorizations for public health countermeasure preparedness decrease or shift to programs in areas where we do not offer products or are not developing product candidates, or if the USG otherwise declines to exercise its options under this contract or our other existing contracts, our revenues would suffer, as well as our business, financial condition, operating results and cash flows.

There can be no assurance that we will be able to secure follow-on product procurement contracts with the USG upon the expiration of any of our existing procurement contracts.

A significant portion of our revenue is substantially dependent upon product procurement contracts with the USG and foreign governments for our MCMs and other commercialized products. Upon the expiration of a procurement contract, we may not be able to negotiate a follow-on procurement contract for the particular product on similar terms. We intend to negotiate follow-on procurement contracts for most of our MCMs and other commercialized products upon the expiration of a related procurement contract, but there can be no assurance that we will be successful obtaining any follow-on contracts. Even if we are successful in negotiating a follow-on procurement contract, it may be for a lower product volume, over a shorter period of performance or be on less favorable pricing or other terms. An inability to secure follow-on procurement contracts for our approved products or product candidates could materially and adversely affect our revenues, and our business, financial condition, operating results and cash flows could be harmed.

The government contracting process is typically a competitive bidding process and involves unique risks and requirements.

Our business involves government contracts and grants, which may be awarded through competitive bidding. Competitive bidding for government contracts presents many risks and requirements, including:

•the possibility that we may be ineligible to respond to a request for proposal;

•the commitment of substantial time and attention of management and key employees to the preparation of bids and proposals;

•the need to accurately estimate the resources and cost structure that will be required to perform any contract that we might be awarded;

•the submission by third parties of protests to ~~our~~contracts ~~responses~~that towe ~~requests~~are ~~for~~awarded ~~proposal~~ that could result in delays or withdrawals of ~~those~~the respective requests for proposal; and

•in the event our competitors protest or challenge contract or grant awards made to us through competitive bidding, the potential that we may incur expenses or delays, and that any such protest or challenge could result in the resubmission of bids based on modified specifications, or in the termination, reduction or modification of the awarded contract.

The USG may choose not to award us future contracts for either the development of our new product candidates or for the procurement of our existing MCM and other commercialized products and may instead award such contracts to our competitors. For example, ACAM2000® vaccine faces competition from JYNNEOSTM vaccine, which product has been procured by the USG in recent years. If we are unable to secure particular contracts, we may not be able to operate in the market for products that are provided under 29

28The USG may choose not to award us future contracts for either the development of our new product candidates or for the procurement of our existing MCM and other commercialized products and may instead award such contracts to our competitors. For example, ACAM2000® vaccine faces competition from JYNNEOSTM vaccine, which has been procured by the USG in recent years. If we are unable to secure particular contracts, we may not be able to operate in the market for products that are provided under those contracts. Additionally, if we are unable to consistently win new contract awards over an extended period, or if we fail to anticipate all of the costs or resources that we will be required to secure and, if applicable, perform under such contract awards, our growth strategy and our business, financial condition and operating results and cash flows could be materially and adversely affected.

those contracts. Additionally, if we are unable to consistently win new contract awards over an extended period, or if we fail to anticipate all of the costs or resources that we will be required to secure and, if applicable, perform under such contract awards, our growth strategy and our business, financial condition and operating results and cash flows could be materially and adversely affected.

The amounts we are paid under our fixed price government procurement contracts are based on estimates we have made of the time, resources and expenses required for us to perform under those contracts. If our actual costs exceed our estimates, we may not be able to earn an adequate return or may incur a loss under these contracts, which could harm our operating results and materially reduce our net income.

Our current procurement contracts with the ~~U.S. Department of Health & Human Services (“~~HHS”) and the ~~U.S.~~DoW ~~Department of Defense (“DoD”)~~ are generally fixed price contracts. We expect that any future procurement contracts we successfully secure with the USG would likely also be fixed price contracts. Under a fixed price contract, we are required to deliver our products at a fixed price regardless of the actual costs we incur. Estimating costs that are related to performance in accordance with contract specifications is difficult, particularly where the period of performance is over several years, and when factoring in higher levels of inflation. Our failure to anticipate technical problems, estimate costs accurately or control costs during performance of a fixed price contract could reduce the profitability of such a contract or cause a loss, which could harm our operating results and materially reduce our net income.

Unfavorable provisions in government contracts, some of which may be customary, may subject our business to material limitations, restrictions and uncertainties and may have a material adverse impact on our business, financial condition, operating results and cash flows.

Government contracts customarily contain provisions that give the USG substantial rights and remedies, many of which are not typically found in commercial contracts, including provisions that allow the USG to:

•terminate existing contracts, in whole or in part, for any reason;

•unilaterally reduce or modify contracts or subcontracts;

•decline, in whole or in part, to exercise an option to purchase product under a procurement contract or to fund additional development under a development contract;

•decline to renew a procurement contract;

•claim certain rights to facilities or to products, including intellectual property, developed under the contract;

•require repayment of contract funds spent on construction of facilities in the event of contract default;

•take actions that result in a longer development timeline than expected;

•direct the course of a development program in a manner not chosen by the government contractor;

•suspend or debar the contractor from doing business with the government or a specific government agency;

•pursue civil or criminal remedies under acts such as the False Claims Act and False Statements Act; and

•control or prohibit the export of products.

Generally, government contracts contain provisions permitting unilateral termination or modification, in whole or in part, at the USG’s convenience. Under general principles of government contracting law, if the USG terminates a contract for convenience, the government contractor may recover only its incurred or committed costs, settlement expenses and profit on work completed prior to the termination. If the USG terminates a contract for default, the government contractor is entitled to recover costs incurred and associated profits on accepted items only and may be liable for excess costs incurred by the government in procuring undelivered items from another source. All of our development and procurement contracts with the USG are terminable at their convenience with these potential consequences.

In addition, our contracts with the USG grant the USG the right to use technologies developed by us under the government contract or the right to share data related to our technologies, for or on behalf of the USG. Under our contracts with the USG, we may not be able to limit third parties, including our competitors, from accessing certain of these technology or data rights, including intellectual property, in providing products and services to the USG.

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MANUFACTURING RISKS

An inability to maintain manufacturing compliance at our manufacturing facilities, which could damage our reputation and adversely affect our business, financial condition, operating results and cash flows.

The FDA conducts periodic inspections of our manufacturing facilities for compliance with CGMP requirements. The Company's failure to maintain compliance with CGMP requirements at our manufacturing facilities has hindered and could continue to hinder our ability to continue manufacturing for our own products and for Bioservices customers, which could adversely affect our business, financial condition, operating results and cash flows. For example, in August 2023, the FDA inspected Emergent's Canton, Massachusetts facility and in December 2023, the FDA inspected Emergent's Lansing, Michigan facility, and in each case the FDA issued a Form FDA 483 and both facilities were classified as “voluntary action indicated” or VAI. A VAI classification indicates that, although investigators found and documented objectionable conditions during the inspection, the FDA would not take or recommend any administrative or regulatory action. In February 2024, the FDA inspected Emergent's Bayview facility in Baltimore, Maryland. The Bayview facility inspection was classified as "no action indicated" or NAI.

The failure to remedy any objectionable conditions at Emergent's manufacturing facilities, any additional failures to maintain compliance with CGMP requirements at any of our manufacturing facilities, or any administrative or regulatory action or recommendation to take any such action by the FDA could damage our reputation and adversely affect our business, financial condition, operating results and cash flows.

Damage to, destruction of, or any disruption at our manufacturing facilities could impede our ability to manufacture our products or product candidates, as well as impact the delivery of bioservices to third parties, which would harm our business, financial condition, operating results and cash flows.

Any interruptions in our manufacturing operations could result in our inability to produce products and product candidates for delivery to satisfy the demands of our customers in a timely manner, which would reduce our revenues and materially harm our business, financial condition, operating results and cash flows. A number of factors could cause interruptions, including:

•equipment malfunctions or failures;

•technology malfunctions;

•cyber-attacks;

•work stoppages or slowdowns;

•civil unrest and protests, including by animal rights activists;

•~~injunctions~~litigation, investigations or government enforcement actions;

•damage to or destruction of our manufacturing equipment, or of one or more of our facilities;

•findings and recommendations of health authorities or qualified persons in connection with facility inspections;

•ongoing supply chain interruptions; and

•product contamination or tampering.

The factors listed above could cause disruptions at any of our manufacturing facilities. We do not have any redundant manufacturing facilities for any of our products. Accordingly, any damage to, or destruction of, or disruption at one or more of our facilities could impede our ability to manufacture our products, and our product candidates and our ability to provide manufacturing and development services for external customers, result in losses and delays, including delays in the performance of our contractual obligations or delays in our clinical trials, any of which could be costly to us and materially harm our business, financial condition, operating results and cash flows.

Providers of MCMs could be subject to an increased risk of terrorist activities. The USG has designated our Lansing, Michigan facility as requiring additional security. Although we continually evaluate and update security measures, there can be no assurance that any additional security measures would protect these facilities from terrorist efforts determined to disrupt our manufacturing activities.

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Problems may arise during the production of our products and product candidates, as well as those we produce for our Bioservices customers, due to the complexity of the processes involved in product development, manufacturing and shipment or other factors. Significant delays in product development or manufacturing and our ability to ramp up production to meet the needs of our customers could cause delays in recognizing revenues, which would harm our business, financial condition, operating results and cash flows.

The majority of our products and product candidates are biologics. Manufacturing biologics, especially in large quantities, is complex. The products must be made consistently and in compliance with a clearly-defined manufacturing process. Problems during manufacturing may arise for a variety of reasons, including problems with raw materials, equipment malfunction and failure to follow specific protocols and procedures. Slight deviations anywhere in the manufacturing process, including obtaining materials, maintaining master seed or cell banks and preventing genetic drift, seed or cell growth, fermentation, contamination including from particulates among other things, filtration, filling, labeling, packaging, storage and shipping, potency and stability issues and other quality control testing, may result in lot failures or manufacturing shut-downs, delays in the release of lots, product recalls, spoilage or regulatory action. Such deviations may require us to ~~revise~~alter manufacturing processes or change manufacturers. Additionally, as our equipment ages, it will need to be replaced, which has the potential to result in similar consequences. Success rates can also vary dramatically at different stages of the manufacturing process, which can reduce yields and increase costs. From time to time, we may experience deviations in the manufacturing process, including as a result of regulatory action, that may take significant time and resources to resolve and, if unresolved, may affect manufacturing output and could cause us to fail to satisfy customer orders or contractual commitments, lead to a termination of one or more of our contracts, lead to delays in our clinical trials, result in litigation, or result in other restrictions on the marketing or manufacturing of a product, any of which could be costly to us, damage our reputation and negatively impact our business.

Additionally, if changes are made to the manufacturing process, we may be required to provide the FDA with pre-clinical and clinical data showing the comparable identity, strength, quality, purity or potency of any impacted products before and after the changes.

We are contractually required to ship our biologic products at a prescribed temperature range and variations from that temperature range could result in loss of product and could significantly and adversely impact our revenues, which would harm our business, financial condition, operating results and cash flows.

In addition, we may not be able to ramp up our manufacturing processes to meet the rapidly changing demand or specifications of our customers on the desired timeframe, if at all. Our inability to ramp up manufacturing to meet the demand or specifications of our customers or the inability to timely obtain regulatory authorization to produce the products or product candidates of our customers could also harm our business, financial condition, operating results and cash flows.

Our products and product candidates procured by the USG and other customers require us to perform tests for and meet certain product release standards prescribed by the FDA and other agencies, which may not be met on a timely basis or at all.

We are unable to sell any products and product candidates that fail to satisfy certain testing specifications. For example, we must provide the FDA with the results of certain tests, including potency tests, before certain lots are released for sale. Potency testing of each applicable lot is performed against qualified control lots that we maintain. We continually monitor the status of such reference lots for FDA compliance and periodically produce and qualify a new reference lot to replace the existing reference lot. If we are unable to satisfy regulatory authority and/or USG requirements for the release of our products or product candidates, our ability to supply such products and product candidates to authorized buyers would be impaired until such time as we become able to meet such requirements, which could materially harm our future business, financial condition, operating results and cash flows.

Our operations, including our use of hazardous materials, chemicals, bacteria and viruses, require us to comply with regulatory requirements and expose us to significant potential liabilities.

Our operations involve the use of hazardous materials, including chemicals, bacteria and viruses, and may produce dangerous waste products. Accordingly, we, along with the third parties that conduct clinical trials and manufacture our products and product candidates on our behalf, are subject to federal, state, local and foreign laws and regulations that govern the use, manufacture, distribution, storage, handling, exposure, disposal and recordkeeping with respect to these materials. Under the Federal Select Agent Program, pursuant to the Public Health Security and Bioterrorism Preparedness and Response Act, we are required to register with and be inspected by the Centers for Disease Control and Prevention (the "CDC") and the Animal and Plant Health Inspection Service if we have in our possession, or if we use or transfer, select biological agents or toxins that could pose a threat to public health and safety, to animal or plant health or to animal or plant products. This legislation requires stringent safeguards and security measures for these select agents and toxins, including controlled access and the screening of entities and personnel and establishes a comprehensive national database of registered entities. We are also subject to a variety of environmental and occupational health and safety laws. Compliance with current or future laws and regulations in this area can require significant costs and we could be subject to substantial fines and penalties in the event of noncompliance. In addition, the risk of contamination or injury from these materials cannot be completely eliminated. In such event, we could be held liable for substantial civil damages or costs associated with the cleanup of hazardous materials. From time to time, we have been involved in remediation activities and may be so involved in the future. Any related cost or liability might not be fully covered by insurance, could exceed our resources and could have a material adverse effect on our business, financial condition, operating results and cash flows. In addition to complying with environmental and occupational health and safety laws, we must comply with special regulations relating to biosafety administered by the CDC, HHS, U.S. Department of Agriculture and the DoW, as well as regulatory authorities in Canada.

fines and penalties in the event of noncompliance. In addition, the risk of contamination or injury from these materials cannot be completely eliminated. In such event, we could be held liable for substantial civil damages or costs associated with the cleanup of hazardous materials. From time to time, we have been involved in remediation activities and may be so involved in the future. Any related cost or liability might not be fully covered by insurance, could exceed our resources and could have a material adverse effect on our business, financial condition, operating results and cash flows. In addition to complying with environmental and occupational health and safety laws, we must comply with special regulations relating to biosafety administered by the CDC, HHS, U.S. Department of Agriculture and the DoD, as well as regulatory authorities in Canada.

PRODUCT DEVELOPMENT AND COMMERCIALIZATION RISKS

The product candidates that we work on internally or for third-party customers may not be safe or effective and even if they are, we may be unable to manufacture sufficient quantities to meet demand.

We provide bioservices for the development and/or manufacture of various product candidates. There can be no assurance that these product candidates will be safe or effective or that they will be authorized for emergency use or approved by the FDA or any other health regulatory authority. Even if product candidates are found to be safe and/or effective and receive authorization or approval by a health regulatory authority or we receive authorization to produce drug substance or drug product at our facilities, the manufacturing processes for our Bioservices programs are complex. There can be no assurance that we will be able to produce sufficient clinical or commercial quantities of any product candidate in a timely basis or at all. Difficulties manufacturing COVID-19 product candidates for certain Bioservices customers and the November 2021 termination of the Center for Innovation in Advanced Development and Manufacturing agreement with BARDA for COVID-19 vaccine development and manufacturing caused us to suffer considerable reputational and financial damage and resulted in the initiation of stockholder litigation and government investigations described elsewhere in this Annual Report. In June 2022, we became involved in a contractual dispute with Janssen regarding the manufacture of its COVID-19 vaccine, which resulted in arbitration proceedings. See Note 19, “Litigation” in the Notes to Consolidated Financial Statements in Part II, Item 8 of this Form 10-K for more detail. While the dispute initially created additional financial and operational uncertainty, the matter was resolved in July 2024. Pursuant to the Settlement Agreement, the Company received $50.0 million from Janssen, and all claims among the parties arising from the Janssen Agreement were resolved; however, the dispute, litigation, the associated cost and reputational harm have had a material adverse effect on our business. Further, as we have reduced the emphasis on our Bioservices business, concerns may exist regarding our ability to fulfill manufacturing commitments to our Bioservices customers. Any future failure to satisfy manufacturing commitments could adversely affect our reputation, subject us to potential legal liability and harm our business, financial condition, operating results and cash flows.

Our growth depends on our success in developing and commercializing our product candidates. If we are unable to commercialize these product candidates or experience significant delays or unanticipated costs in doing so, our business would be materially and adversely affected.

We have invested significant efforts and financial resources in the development of our vaccines, therapeutics and medical device product candidates and the acquisition of additional product candidates. In addition to our product sales, our ability to generate revenue is dependent on a number of factors, including the success of our development programs, the USG's interest in providing development funding for or procuring certain of our product candidates, and the commercial viability of our acquired or developed product candidates. The commercial success of our product candidates can depend on many factors, including accomplishing the following in an economical manner:

•successful development, formulation and CGMP or Quality Management System Regulation ("~~QSR~~QMSR") scale-up of manufacturing that meets FDA and/or foreign regulatory requirements;

•successful program partnering;

•successful completion of clinical or non-clinical development;

•receipt of marketing approvals, clearances, or other authorizations from the FDA and equivalent foreign regulatory authorities;

•establishment of commercial manufacturing processes and product supply arrangements;

•training of a commercial sales force for the product;

•successful registration and maintenance of relevant patent and/or other proprietary protection;

•competitive pricing and market access; and

•acceptance of the product by potential government and other customers.

In particular, the success of NARCAN® (naloxone HCl) Nasal Spray, including in over-the-counter form, is subject to commercial availability of the product and our ability to gain sufficient market acceptance by physicians, patients, third-party payors and others in the medical community.

Clinical trials of product candidates are expensive and time-consuming, and their outcome is uncertain. We must invest substantial amounts of time and financial resources in these trials, which may not yield viable products. Failure to obtain regulatory approval for product candidates, particularly in the United States, could materially and adversely affect our financial resources, which would adversely affect our business, financial condition, operating results and cash flows.

Before obtaining regulatory approval or other authorization of our product candidates, we and our collaborative partners, where applicable, must conduct pre-clinical studies and clinical trials to establish proof of concept and demonstrate the safety and efficacy of our product candidates. Pre-clinical and clinical testing is expensive, difficult to design and implement, can take many years to complete and is uncertain as to outcome. Success in pre-clinical testing and early clinical trials does not ensure that later clinical trials will be successful, and interim results of such trials do not necessarily predict final results. An unexpected result in one or more of our clinical trials can occur at any stage of testing.

We may experience unforeseen events or issues during, or as a result of, pre-clinical testing, clinical trials or animal efficacy studies. These issues and events, which could delay or prevent our ability to receive regulatory approval for a product candidate, include, among others:

•our inability to manufacture sufficient quantities for use in trials;

•the unavailability or variability in the number and types of subjects for each study;

•safety issues or inconclusive or incomplete testing, trial or study results;

•drug immunogenicity;

•lack of efficacy of product candidates during trials;

•government or regulatory restrictions or delays; and

•greater than anticipated costs of trials.

Pre-clinical and clinical testing for certain of our MCM product candidates may face additional difficulties and uncertainties because they cannot ethically or feasibly be tested in human subjects. In the U.S. we expect to rely on the Animal Rule to obtain regulatory approval for some of our MCM product candidates. The Animal Rule permits, for certain limited diseases and circumstances, the use of animal efficacy studies, together with human clinical safety and immunogenicity trials, to support an application for marketing approval. For a product approved under the Animal Rule, certain additional post-marketing requirements apply. For example, to the extent feasible and ethical, applicants must conduct post-marketing clinical studies, such as field studies in the event of an outbreak or act of bioterrorism, to assess the drug's safety and effectiveness. It is possible that results from the animal efficacy studies used to support approval under the Animal Rule may not be predictive of the actual efficacy of our product candidates in humans.

Under the Public Health Service Act (the "PHSA") and the Federal Food, Drug, and Cosmetic Act (the "FDCA"), the Secretary of HHS can contract to purchase MCMs for the SNS prior to FDA approval, clearance, or other authorization of certain MCM product candidates. If the USG does not provide funding for and procure our MCM product candidates, they generally will have to be approved by the FDA through traditional regulatory mechanisms prior to sale and distribution in the United States.

We may fail to select or capitalize on the most scientifically, clinically or commercially promising or profitable product candidates.

We continue to evaluate our product development strategy and, as a result, may modify our strategy in the future. In this regard, we may, from time to time, focus our product development efforts on different product candidates or may delay or halt the development of various product candidates. As part of our stabilization efforts in 2024 related to our multi-year strategic plan, we changed and refocused several areas of our business, and may continue to change or refocus our business activities, including product development, commercialization and manufacturing activities based on government funding decisions and other factors. This required changes, and may require changes in the future, in our facilities and our personnel.

Any product development changes that we implement may not be successful. In particular, we may fail to select or capitalize on the most scientifically, clinically or commercially promising or profitable product candidates or choose candidates for which government development funds are not available. Our decisions to allocate our R&D, management and financial resources toward particular product candidates or therapeutic areas may not lead to the development of viable commercial products and may divert 34

33Any product development changes that we implement may not be successful. In particular, we may fail to select or capitalize on the most scientifically, clinically or commercially promising or profitable product candidates or we may choose candidates for which government development funds are not available. Our decisions to allocate our R&D, management and financial resources toward particular product candidates or therapeutic areas may not lead to the development of viable commercial products and may divert resources from better business opportunities. Similarly, our decisions to delay or terminate product development programs could also cause us to miss valuable opportunities.

resources from better business opportunities. Similarly, our decisions to delay or terminate product development programs could also cause us to miss valuable opportunities.

REGULATORY AND COMPLIANCE RISKS

There are a number of complex laws and regulations that pertain to government contracts and compliance with those laws and regulations require significant time and cost, which could have a material adverse effect on our business, financial condition, operating results and cash flows.

As a manufacturer and supplier of MCMs and other approved products to the USG addressing PHTs, we must comply with numerous laws and regulations relating to the procurement, formation, administration and performance of government contracts. These laws and regulations govern how we operate our business and transact business with our government clients and impose compliance costs on our operations. In addition, these laws and regulations may be subject to sudden change, which may impose additional costs and related obligations on our operations or require us to make changes to the way we operate our business or transact business with our government clients. For a detailed description of the most significant regulations that affect our government contracting business, see the ~~prior~~ discussion under “Regulation - Government Contracting.” elsewhere in this Annual Report.

We may be subject to government investigations ofinto compliance with government acquisition regulations. USG agencies routinely audit and investigate government contractors for compliance with applicable laws and standards. Even though we take significant precautions to identify, prevent and deter fraud, misconduct and non-compliance, we face the risk that our personnel or outside partners may engage in misconduct, fraud or improper activities. If we are audited or investigated and such audit or investigation were to uncover improper or illegal activities, we could be subject to civil and criminal fines and penalties, and administrative sanctions, including suspension or debarment from government contracting, and we could suffer significant reputational harm. The loss of our status as an eligible government contractor or significant fines or penalties associated with contract non-compliance or resulting from investigations could have a material adverse effect on our business.

Our long-term success depends, in part, upon our ability to develop, receive regulatory approval for and commercialize product candidates we develop or acquire and, if we are not successful, our business, financial condition, operating results and cash flows may suffer.

Our product candidates and the activities associated with them in the U.S. are subject to extensive FDA regulation and oversight. This includes, but is not limited to, laws and regulations governing product development, product labeling, product testing, manufacturing, storage, product distribution, record keeping, and advertising and promotion. In limited circumstances, governments may have the authority to procure products that have not obtained regulatory approval to stockpile for emergency preparedness and to respond to public health emergencies. In other circumstances, failure to obtain regulatory approval for a product candidate will prevent us from selling and commercializing the product candidate.

In the United States, to obtain authorization from the FDA to market and sell any of our future drug, biologic, or vaccine products, we will be required to submit a New Drug Application (an “NDA”) or Biologics License Application (a “BLA”) to the FDA. Under the FDCA, the PHSA, and the FDA’s implementation of those statutes, a company must support an NDA or BLA with substantial evidence that the product candidate is effective and evidence that the product is safe. Ordinarily, the FDA requires data from adequate and well-controlled clinical trials, including Phase 3 trials conducted in patients with the disease or condition being targeted, to demonstrate that a drug meets the statutory standards for approval. Once an NDA or BLA is submitted, the FDA has substantial discretion and may refuse to accept our application or may decide that our data are insufficient to support approval and require additional pre-clinical, clinical or other studies. Even if marketing approval of a product candidate is granted, the approval may be subject to limitations on the indicated uses for which the product may be marketed, or to conditions of approval, or contain requirements for costly post-marketing testing and surveillance to monitor the safety or efficacy of the product. Likewise, the data in our device submissions may be insufficient to support approval, de novo classification or clearance where required, and we may not be able to demonstrate to the satisfaction of the FDA that our devices are safe or effective for their intended uses or, for a 510(k) device, that they are substantially equivalent to the predicate. Even if we are granted 510(k) clearances, de novo authorizations, or premarket approval application ("PMA") approvals, they may include significant limitations on the indications for use for the device. Likewise, changes to our combination products, including changes to the device constituent part, may also require a new submission to, and approval from, the FDA. The ability of the FDA to review and approve new products can be affected by a variety of factors, including government budget and funding levels, ability to hire and retain key personnel and accept the payment of user fees, and statutory, regulatory and policy changes. Average review times at the FDA have fluctuated in recent years as a result. Disruptions at the FDA and other agencies may also slow the time necessary for new product candidates to be reviewed and approved by necessary government agencies, which could adversely affect our business. In addition, government funding of other government agencies on which our operations may rely, including those that fund research and development activities, is subject to the political process, which is inherently fluid and unpredictable.35

34In the United States, to obtain authorization from the FDA to market and sell any of our future drug, biologic, or vaccine products, we will be required to submit an NDA or BLA to the FDA. Under the FDCA, the PHSA, and the FDA’s implementation of those statutes, a company must support an NDA or BLA with substantial evidence that the product candidate is effective and evidence that the product is safe. Ordinarily, the FDA requires data from adequate and well-controlled clinical trials, including Phase 3 trials conducted in patients with the disease or condition being targeted, to demonstrate that a drug meets the statutory standards for approval. Once an NDA or BLA is submitted, the FDA has substantial discretion and may refuse to accept our application or may decide that our data are insufficient to support approval and require additional pre-clinical, clinical or other studies. Even if marketing approval of a product candidate is granted, the approval may be subject to limitations on the indicated uses for which the product may be marketed, or to conditions of approval, or contain requirements for costly post-marketing testing and surveillance to monitor the safety or efficacy of the product. Likewise, changes to our combination products, including changes to the device constituent part, may also require a new submission to, and approval from, the FDA. The ability of the FDA to review and approve new products can be affected by a variety of factors, including government budget and funding levels, ability to hire and retain key personnel and accept the payment of user fees, and statutory, regulatory and policy changes. Average review times at the FDA have fluctuated in recent years as a result. Disruptions at the FDA and other agencies may also slow the time necessary for new product candidates to be reviewed and approved by necessary government agencies, which could adversely affect our business. In addition, government funding of other government agencies on which our operations may rely, including those that fund research and development activities, is subject to the political process, which is inherently fluid and unpredictable. Additional delays may result if an FDA Advisory Committee or other regulatory authority recommends non-approval or restrictions on approval. In addition, we may experience delays or rejections based on additional government regulation from future legislation or administrative action or based on changes in regulatory authority policy during the period of product development, clinical trials and the review process.

Our MCM product candidates may be eligible for approval under the FDA's “Animal Rule,” under which findings from adequate and well controlled animal efficacy studies may serve as the basis of an approval when it is not feasible or ethical to conduct efficacy trials in humans. We cannot guarantee that the FDA will permit us to proceed with approval or licensure of any of our MCM product candidates under the Animal Rule. Even if we are able to proceed under the Animal Rule, product development can take a considerable amount of time, and the FDA may decide that our data are insufficient to support approval and require additional pre-clinical, clinical or other studies, refuse to approve our products, or place restrictions on our ability to commercialize those products. Furthermore, products approved under the Animal Rule are subject to certain additional post-marketing requirements. We cannot guarantee that we will be able to meet this regulatory requirement even if one or more of our product candidates are approved under the Animal Rule.

The process of obtaining these regulatory approvals is expensive, often takes many years if approval is obtained at all, and can vary substantially based upon the type, complexity and novelty of the product candidate involved. Changes in the regulatory approval process may cause delays in the approval or other marketing authorization, or rejection of an application. There is a high rate of failure inherent in the medical product development process, and product candidates that appear promising at early stages of development may fail for a number of reasons. Moreover, ~~and~~ positive results from pre-clinical studies may not be predictive of similar results in human clinical trials. ~~Similarly,~~and promising results from earlier clinical trials of a product candidate may not be replicated in later clinical trials.

Failure to successfully develop future product candidates may materially adversely affect our business, financial condition, operating results and cash flows.

Unapproved and investigational stage products are also subject to the FDA's laws and regulations governing advertising and promotion, which prohibit the promotion of both unapproved products and unapproved uses of approved products. There is some risk that the FDA could conclude that our communications relating to unapproved products or unapproved uses of approved products constitute the promotion of an unapproved product or product use in violation of FDA laws and regulations. There is also a risk that a regulatory authority in another country could take a similar position under that country's laws and regulations and conclude that we have violated the laws and regulations related to product development, approval, or promotion in that country. If the FDA or any foreign regulatory authority determines that any of our communications constitute pre-approval promotion or promotion of an off-label use, the FDA could request that we modify our promotional materials, issue an untitled letter or warning letter, or subject us to regulatory or enforcement actions, including injunction, seizure, civil fine or criminal penalties.

Even if we or our collaborators obtain marketing approvals for our product candidates, the conditions of approvals and ongoing regulation of our products may limit how we manufacture, market and sell our products, which could materially impair our ability to generate revenue.

Once marketing authorization has been granted, we and our business partners will remain subject to ongoing regulatory oversight of our medical products, including with respect to labeling; safety surveillance and reporting; registration and listing requirements; CGMP and ~~QSR~~QMSR requirements relating to manufacturing, quality control, quality assurance, and corresponding maintenance of records and documents; advertising and promotional activities; requirements regarding the distribution of samples to physicians and related recordkeeping; and medical device design, development and manufacturing. In February 2024, FDA issued the Quality Management System Regulation (QMSR) Final Rule to amend the QSR, incorporating by reference ISO 13485:2016. The QMSR became effective on February 2, 2026.

The FDA and other agencies, including the U.S. Department of Justice (“DOJ”) and the HHS Office of Inspector General (“OIG”), closely regulate and monitor the marketing and promotion of medical products to ensure that they are marketed in a manner consistent with the FDA-approved label and regulatory authorities in other countries may have similar policies. For drug products, we must promote the product in a manner consistent with the full prescribing information or, for ~~510(k) cleared~~ devices, consistent with the approved or cleared ~~indication~~indications for use. The FDA, DOJ, and OIG impose stringent restrictions on manufacturers’ communications regarding unapproved/uncleared products and unapproved/uncleared uses of approved/cleared products. If we market unapproved/uncleared products or market our approved/cleared products for unapproved/uncleared indications, we may be subject to enforcement action.in ~~Violations of~~ the ~~FDCA~~U.S. ~~and~~or ~~other~~foreign ~~statutes~~countries, including ~~the~~civil ~~False~~and ~~Claims~~administrative ~~Act,~~remedies ~~relating~~(such toas entering into corporate integrity agreements with the ~~promotion~~USG), ~~and~~as ~~advertising~~well as criminal sanctions. If our employees or agents engage in marketing of ~~prescription~~an ~~products~~unapproved/uncleared ~~may~~product ~~lead~~or the unapproved/uncleared use of an approved/cleared product, we could be subject to civil or criminal investigations and ~~enforcement~~monetary ~~actions~~and ~~alleging~~injunctive ~~violations~~penalties, ofwhich ~~federal~~could ~~and~~adversely ~~state~~impact ~~health~~our ~~care~~ability ~~fraud~~to ~~and~~conduct ~~abuse~~business ~~laws~~in certain markets, asnegatively ~~well~~affect asour ~~state~~business, ~~consumer~~financial ~~protection~~condition, ~~laws~~operating results and cash flows, and damage our reputation.

Violations of the FDCA and other statutes, including the False Claims Act, relating to the promotion and advertising of prescription products may lead to investigations and enforcement actions alleging violations of federal and state health care fraud and abuse laws, as well as state consumer protection laws. Moreover, if the FDA or any foreign regulatory authority determines that any of our communications constitute pre-approval promotion or promotion of an off-label use, the FDA or foreign regulatory authority could request that we modify our promotional materials, issue an untitled letter or warning letter or the foreign equivalent, or subject us to regulatory or enforcement actions, including injunction, seizure, civil fine or criminal penalties.

Certain of our products are subject to post-marketing requirements (“PMRs”), which we are required to conduct, and post marketing commitments, which we have agreed to conduct. The FDA has the authority to take action against sponsors who fail to meet the obligations of a PMR, including civil monetary penalties and/or misbranding charges.

In addition, discovery of previously unknown adverse events or other problems with our products, manufacturing partners or manufacturing processes, or failure to comply with regulatory requirements, may result in various penalties and sanctions. For all FDA-regulated products, if the FDA finds that a manufacturer has failed to comply with applicable laws and regulations, or that a product is ineffective or poses an unreasonable health risk, it can institute or seek a wide variety of enforcement actions and other remedies, including but not limited to:

•restrictions on such products, manufacturers or manufacturing processes;

•restrictions on the labeling or marketing of a product;

•restrictions on distribution or use of a product;

•requirements to conduct post-marketing studies or clinical trials;

•warning letters or untitled letters;

•refusal to approve pending applications or supplements to approved applications that are submitted;

•delay in or refusal to approve, clear or authorize pending PMA applications, 510(k) premarket submissions, or de novo ~~authorization~~classification requests;

•fines, restitution or disgorgement of profits or revenues;

•suspension or withdrawal of marketing approvals;

•refusal to permit the import or export of our products;

•product seizure; and

•injunctions or the imposition of civil or criminal penalties.

If we and our collaborators are not able to comply with post-approval regulatory requirements, we could have the marketing approvals for our products withdrawn by regulatory authorities and our ability to market and sell any products could be limited, which could adversely affect our ability to achieve or sustain profitability. Further, the cost of compliance with post-approval regulations may have a negative effect on our operating results and financial condition.

Any product candidate for which we or our collaborators obtain marketing approval could be subject to restrictions or withdrawal from the market and we may be subject to substantial penalties if we fail to comply with regulatory requirements or if we experience unanticipated problems with our product candidates, when and if any of them are approved.

Likewise, non-compliance with EU, any EU Member State, or UK requirements regarding safety monitoring or pharmacovigilance, and with requirements related to the development of products for the pediatric population, can also result in significant financial penalties. Similarly, failure to comply with the European and other legal and regulatory requirements regarding the protection of personal information can also lead to significant penalties and sanctions. Non-compliance with similar requirements in other foreign jurisdictions can also result in enforcement actions and significant penalties.

Current and future policy or legislation may increase the difficulty and cost for us and our collaborators to obtain marketing approval of and commercialize our product candidates, which may affect the prices we, or our collaborators, may obtain.

In the United States and foreign jurisdictions, there have been a number of policy, legislative and regulatory changes and proposed changes regarding the health care system that could prevent or delay marketing approval of our product candidates, restrict or regulate post-approval activities and affect our ability to profitably sell any approved products. We expect that current laws, as well as other health care reform measures that may be adopted in the future, may result in more rigorous coverage criteria and additional downward pressure on the price that we, or any collaborators, may receive for any approved products.

There has been continued heightened federal governmental scrutiny over the manner in which manufacturers set prices for their marketed products. This includes Congressional inquiries and proposed and enacted federal and state legislation designed to, among other things, bring more transparency to drug pricing, review the relationship between pricing and manufacturer patient programs, and reform government program reimbursement methodologies for drug products.

Further, the Inflation Reduction Act of 2022 (the “IRA”), was signed into law on August 16, 2022. While the IRA is still subject to rulemaking (and currently is being implemented through guidance documents from the responsible federal agencies), the IRA, as written, among other changes, gives HHS the ability and authority to directly negotiate with manufacturers the price that Medicare will pay for certain high-priced drugs. The IRA also requires manufacturers of certain Part B and Part D drugs to issue to HHS rebates based on certain calculations and triggers (i.e., when drug prices increase and outpace the rate of inflation). While we are not directly affected by the IRA at this time, these types of laws may have a significant impact on our ability to set a product price we believe is fair and may adversely affect our ability to generate revenue and achieve or maintain profitability.

A number of states have passed legislation and implemented regulations designed to control pharmaceutical and biological product pricing, including price or patient reimbursement constraints, discounts, restrictions on certain product access and marketing cost disclosure and transparency measures, and, in some cases, designed to encourage importation from other countries and bulk purchasing. A number of states, for example, require drug manufacturers and other entities in the drug supply chain, including health carriers, pharmacy benefit managers, and wholesale distributors, to disclose information about pricing of pharmaceuticals. These measures could reduce the ultimate demand for approved products, or put pressure on our product pricing. We expect that additional state and federal health care reform measures will be adopted in the future, any of which could limit the amounts that federal and state governments will pay for health care products and services, which could result in reduced demand for our products or additional pricing pressures.

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cost disclosure and transparency measures, and, in some cases, designed to encourage importation from other countries and bulk purchasing. A number of states, for example, require drug manufacturers and other entities in the drug supply chain, including health carriers, pharmacy benefit managers, and wholesale distributors, to disclose information about pricing of pharmaceuticals. These measures could reduce the ultimate demand for approved products, or put pressure on our product pricing. We expect that additional state and federal health care reform measures will be adopted in the future, any of which could limit the amounts that federal and state governments will pay for health care products and services, which could result in reduced demand for our products or additional pricing pressures.

If we fail to comply with foreign, federal, state and local health care laws, including fraud and abuse laws, health information privacy and security laws, and antitrust laws, we could face substantial penalties and our business, results of operations, financial condition and prospects could be adversely affected.

In the United States, certain of our products are reimbursed under federal and state health care programs such as Medicaid, Medicare, Tricare, and/or state pharmaceutical assistance programs. Many foreign countries have similar laws. Federal and state laws designed to prevent fraud and abuse under these programs prohibit pharmaceutical companies from offering valuable items or services to customers or potential customers to induce them to buy, prescribe, or recommend our product (the so-called “anti-kickback” laws). Exceptions are provided for discounts and certain other arrangements if specified requirements are met. Other federal and state laws, and similar foreign laws, not only prohibit us from submitting any false information to government reimbursement programs but also prohibit us, our employees, or any third party acting on our behalf from doing anything to cause, assist, or encourage our customers to submit false claims for payment to these programs. We are also subject to various federal, state and foreign antitrust and competition laws that prohibit certain activities that may have an impact against potential competitors. Violations of the various fraud and abuse and antitrust laws may result in severe penalties against the responsible employees and us, including jail sentences, large fines, and the exclusion of our products from reimbursement under federal and state programs. Some of the laws that may affect our ability to operate include:

•the federal Anti-Kickback Statute makes it illegal for any person or entity, including a prescription drug manufacturer (or a party acting on its behalf) to knowingly and willfully solicit, receive, offer or pay remuneration, directly or indirectly, overtly or covertly, to induce, or in return for, either the referral of an individual, or the purchase, lease, prescribing or recommendation of an item, good, facility or service reimbursable by a federally funded health care program, such as the Medicare or Medicaid program. The term “remuneration” has been interpreted broadly and may constrain our marketing practices, educational programs, pricing policies and relationships with health care providers or other entities, among other activities;

•the federal False Claims Act imposes criminal and civil penalties, including through civil whistleblower or qui tam actions, against individuals or entities for, among other things, knowingly presenting, or causing to be presented, false or fraudulent claims for payment by a federal health care program or making a false statement or record material to payment of a false claim or avoiding, decreasing or concealing an obligation to pay money to the federal government, with potential liability, including mandatory treble damages and significant per-claim penalties.

•the U.S. federal Health Insurance Portability and Accountability Act of 1996 ("HIPAA"), which imposes criminal and civil liability for, among other things, knowingly and willfully executing, or attempting to execute, a scheme to defraud any health care benefit program or obtain, by means of false or fraudulent pretenses, representations, or promises, any of the money or property owned by, or under the custody or control of, any health care benefit program, regardless of the payor (e.g., public or private) and knowingly and willfully falsifying, concealing or covering up by any trick or device a material fact or making any materially false statement, in connection with the delivery of, or payment for, health care benefits, items or services. A person or entity does not need to have actual knowledge of the statute or specific intent to violate it in order to have committed a violation;

•HIPAA, as amended by HITECH, and their respective implementing regulations mandates, among other things, the adoption of uniform standards for the electronic exchange of information in common health care transactions, as well as standards relating to the privacy, security and transmission of individually identifiable health information, which require the adoption of administrative, physical and technical safeguards to protect such information. Among other things, HITECH makes HIPAA's security standards directly applicable to “business associates,” or independent contractors or agents of covered entities that create, receive or obtain protected health information in connection with providing a service for or on behalf of a covered entity;

•the Physician Payments Sunshine Act and its implementing regulations require certain manufacturers of drugs, biologics, medical devices and medical supplies for which payment is available under Medicare, Medicaid or the Children’s Health Insurance Program to report certain payments and transfers of value made to U.S. physicians, other prescribers and teaching hospitals, as well as ownership or investment interests held by physicians, and their immediate family members; and

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•state law equivalents of each of the above federal laws, such as anti-kickback and false claims laws, which may apply to items or services reimbursed by any third-party payor, including commercial insurers; state and foreign laws governing the privacy and security of health information in certain circumstances, many of which differ from each other in significant ways and may not have the same effect, thus complicating compliance efforts; state, local and foreign laws that require pharmaceutical companies to comply with the pharmaceutical industry’s otherwise voluntary compliance guidelines and the relevant compliance guidance promulgated by the federal government, obtain pharmaceutical agent licensure, and/or otherwise restrict payments that may be made to health care providers and entities; and state, local and foreign laws that require drug manufacturers to report information related to payments and other transfers of value to health care providers or entities, or marketing expenditures.

Because of the breadth of these laws and the narrowness of the statutory exceptions and safe harbors available under the federal Anti-Kickback Statute, it is possible that some of our business activities could be subject to challenges under one or more of such laws.

If our operations are found to be in violation of any of the laws described above or otherwise, we may be subject to penalties, including civil and criminal penalties, damages, fines, individual imprisonment, integrity obligations, exclusion from federal health care programs and the curtailment or restructuring of our operations. Any such penalties could adversely affect our financial results. We continue to improve our corporate compliance program designed to ensure that our development, marketing, and sales of existing and future products and product candidates are in compliance with all applicable laws and regulations, but we cannot guarantee that this program will protect us from governmental investigations or other actions or lawsuits stemming from a failure to comply with such laws or regulations. If any such actions are instituted against us and we are not successful in defending ourselves or asserting our rights, those actions could have a significant impact on our business, including the imposition of significant fines or other sanctions.

Efforts to ensure that our business arrangements with third parties comply with ~~health~~healthcare ~~care~~ laws and regulations will involve substantial costs. It is possible that governmental authorities will conclude that our business practices may not comply with current or future statutes, regulations or case law involving fraud and abuse or other health care laws and regulations. If our operations are found to be in violation of any of these laws, we may be subject to significant civil, criminal and administrative penalties, damages, fines, individual imprisonment, integrity obligations, exclusion from government funded health care programs, such as Medicare and Medicaid, and the curtailment or restructuring of our operations. If a third party fails to comply with applicable laws and regulations while acting on our behalf, we may also be subject to criminal, civil, and administrative penalties, including those listed above.

The United States government, state governments and private payors regularly investigate the pricing and competitive practices of pharmaceutical companies and biotechnology companies, and many file actions alleging that inaccurate reporting of prices has improperly inflated reimbursement rates. We may also be subject to investigations related to our pricing practices. Regardless of merit or eventual outcome, these types of investigations and related litigation can result in:

•diversion of management time and attention;

•significant legal fees and payment of damages or penalties;

•limitations on our ability to continue certain operations;

•decreased product demand; and

•injury to our reputation.

Moreover, an adverse outcome, or the imposition of penalties or sanctions for failing to comply with applicable fraud and abuse and antitrust laws, could adversely affect us and may have a material adverse effect on our business, results of operations, financial condition and cash flows.

If we fail to comply with our obligations under U.S. governmental pricing programs, we could be required to reimburse government programs for underpayments and could pay penalties, sanctions and fines.

The issuance of regulations and coverage expansion by various governmental agencies relating to the Medicaid rebate program will continue to increase our costs and the complexity of compliance and will be time-consuming. Because we participate in the Medicaid rebate program, we are also required to report average sales price ("ASP"), information to CMS for certain categories of drugs that are paid for under Part B of the Medicare program. Future statutory or regulatory changes or CMS binding guidance could affect the ASP calculations for our products and the resulting Medicare payment rate and could negatively impact our results of operations.

Pricing and rebate calculations vary among products and programs, involve complex calculations and are often subject to interpretation by us, governmental or regulatory agencies and the courts. The Medicaid rebate amount is computed each quarter based on our submission to CMS of our current AMP and “best price” for the quarter. If we become aware that our reporting for a prior 40

38Pricing and rebate calculations vary among products and programs, involve complex calculations and are often subject to interpretation by us, governmental or regulatory agencies and the courts. The Medicaid rebate amount is computed each quarter based on our submission to CMS of our current average manufacturer price (“AMP”) and “best price” for the quarter. If we become aware that our reporting for a prior quarter was incorrect, or has changed as a result of recalculation of the pricing data, we are obligated to resubmit the corrected data for a period not to exceed twelve quarters from the quarter in which the data originally were due. Any such revisions could have the impact of increasing or decreasing our rebate liability for prior quarters, depending on the direction of the revision. Such restatements and recalculations would increase our costs for complying with the laws and regulations governing the Medicaid rebate program. Price recalculations also may affect the “ceiling price” at which we are required to offer our products to certain covered entities, such as safety-net providers, under the 340B/Public Health Service ("PHS") drug pricing program.

~~quarter~~In ~~was incorrect~~addition, orif ~~has~~we ~~changed~~are asfound ato ~~result~~have ofmade ~~recalculation~~a ofmisrepresentation in the ~~pricing~~reporting ~~data~~of ASP, we are ~~obligated~~subject to ~~resubmit~~civil ~~the~~monetary ~~corrected~~penalties ~~data~~for each such price misrepresentation and for aeach ~~period~~day ~~not~~in which such price misrepresentation was applied. If we are found to ~~exceed~~have ~~twelve~~knowingly ~~quarters~~submitted ~~from~~false ~~the~~AMP ~~quarter~~or in“best ~~which~~price” information to the ~~data~~government, ~~originally~~we ~~were~~may ~~due~~be liable for civil monetary penalties per item of false information. Any ~~such~~refusal ~~revisions~~of ~~could~~a ~~have~~request ~~the~~for ~~impact~~information or knowing provision of ~~increasing~~false orinformation ~~decreasing~~in ~~our~~connection ~~rebate~~with ~~liability~~an ~~for~~AMP ~~prior~~survey ~~quarters~~verification would also subject us to civil monetary penalties. In addition, ~~depending~~our failure to submit monthly/quarterly AMP or “best price” information on a timely basis could result in a civil monetary penalty per day for each day the ~~direction~~information ofis late beyond the ~~revision~~due date. Such ~~restatements~~failure ~~and~~could ~~recalculations~~also ~~would~~be ~~increase~~grounds for CMS to terminate our ~~costs~~Medicaid ~~for~~drug ~~complying~~rebate ~~with~~agreement, ~~the~~under ~~laws~~which ~~and~~we ~~regulations~~participate ~~governing~~in the Medicaid ~~rebate~~ program. ~~Price~~In ~~recalculations~~the ~~also~~event ~~may~~that ~~affect~~CMS ~~the~~terminates ~~“ceiling~~our ~~price”~~rebate atagreement, ~~which~~no wefederal ~~are~~payments ~~required~~would tobe ~~offer~~available ~~our~~under ~~products~~Medicaid toor ~~certain~~Medicare Part B for our covered ~~entities~~outpatient drugs. Governmental agencies may also make changes in program interpretations, ~~such~~requirements asor ~~safety-net~~conditions ~~providers~~of participation, ~~under~~some ~~the~~of ~~340B/Public~~which ~~Health~~may ~~Service~~have ~~("PHS")~~implications ~~drug~~for ~~pricing~~amounts ~~program~~previously estimated or paid. We cannot ensure that CMS will not find our submissions to be incomplete or incorrect.

In addition, if we are found to have made a misrepresentation in the reporting of ASP, we are subject to civil monetary penalties for each such price misrepresentation and for each day in which such price misrepresentation was applied. If we are found to have knowingly submitted false AMP or “best price” information to the government, we may be liable for civil monetary penalties per item of false information. Any refusal of a request for information or knowing provision of false information in connection with an AMP survey verification would also subject us to civil monetary penalties. In addition, our failure to submit monthly/quarterly AMP or “best price” information on a timely basis could result in a civil monetary penalty per day for each day the information is late beyond the due date. Such failure could also be grounds for CMS to terminate our Medicaid drug rebate agreement, under which we participate in the Medicaid program. In the event that CMS terminates our rebate agreement, no federal payments would be available under Medicaid or Medicare Part B for our covered outpatient drugs. Governmental agencies may also make changes in program interpretations, requirements or conditions of participation, some of which may have implications for amounts previously estimated or paid. We cannot ensure that our submissions will not be found by CMS to be incomplete or incorrect.

In order for our products to be reimbursed by the primary federal governmental programs, we must report certain pricing data to the USG. Compliance with reporting and other requirements of these federal programs is a pre-condition to: (i) the availability of federal funds to pay for our products under Medicaid and Medicare Part B; and (ii) procurement of our products by the Department of Veterans Affairs ("DVA"), and by covered entities under the 340B/PHS program. The pricing data reported are used as the basis for establishing Federal Supply Schedule ("FSS"), and 340B/PHS program contract pricing and payment and rebate rates under the Medicare Part B and Medicaid programs, respectively. Pharmaceutical companies have been prosecuted under federal and state false claims laws for submitting inaccurate and/or incomplete pricing information to the government that resulted in increased payments made by these programs. Although we maintain and follow strict procedures to ensure the maximum possible integrity for our federal pricing calculations, the process for making the required calculations is complex, involves some subjective judgments and the risk of errors always exists, which creates the potential for exposure under the false claims laws. If we become subject to investigations or other inquiries concerning our compliance with price reporting laws and regulations, and our methodologies for calculating federal prices are found to include flaws or to have been incorrectly applied, we could be required to pay or be subject to additional reimbursements, penalties, sanctions or fines, which could have a material adverse effect on our business, financial condition and results of operations.

To be eligible to have our products paid for or reimbursed with federal funds under the Medicaid and Medicare Part B programs and purchased by certain federal agencies and grantees, we also must participate in the DVA FSS pricing program. To participate, we are required to enter into an FSS contract with the DVA, under which we must make our innovator “covered drugs” available to all federal purchasers. In addition, for the “Big Four” federal agencies—the DVA, the ~~DoD~~DoW, the PHS (including the Indian Health Service), and the Coast Guard—we must make covered drugs available at pricing that is capped at the statutory federal ceiling price ("FCP"). The FCP is calculated using the formula set forth in Section 603 of the Veterans Health Care Act of 1992 (the "VHCA") and based on a weighted average wholesale price known as the Non-Federal Average Manufacturer Price ("Non-FAMP"), which manufacturers are required to report on a quarterly and annual basis to the DVA. Under the VHCA, knowingly providing false information in connection with a Non-FAMP filing can subject us to significant penalties for each item of false information. If we overcharge the government in connection with our FSS contract or Tricare program agreements, whether due to a misstated FCP or otherwise, we are required to disclose the error and refund the difference to the government. The failure to make necessary disclosures and/or to identify contract overcharges can result in allegations against us under the False Claims Act and other laws and regulations. Unexpected refunds to the government, and responding to a government investigation or enforcement action, can be expensive and time-consuming, and could have a material adverse effect on our business, financial condition, results of operations and growth prospects.

From time to time, we sell unapproved MCMs to government entities under certain circumstances. While this is permissible in some cases, the extent to which we may be able to lawfully offer to sell and sell unapproved products in many jurisdictions may be unclear or ambiguous. Such sales could subject us to regulatory enforcement action, product liability and reputational risk.

Under certain and narrow circumstances, MCMs may be procured by government entities prior to approval by the FDA or other U.S. regulatory authorities, a practice which we followed in connection with CYFENDUS® prior to its approval by the FDA. In the United States, the Secretary of HHS has the authority to contract to purchase MCMs for the SNS prior to FDA approval of the relevant MCM in specified circumstances. The FDA also has the authority to permit the emergency use of medical products that have not yet been approved by the FDA under an EUA. An EUA terminates when the EUA is revoked or the emergency declaration underlying the EUA terminates. However, an EUA is not a long-term alternative to obtaining FDA approval, licensure, clearance, or other marketing authorization for a product. Absent an applicable exception, our MCM product candidates generally will have to be approved, licensed, or cleared by the FDA or other regulatory authorities in the relevant country through traditional pathways before we can sell those products to governments. Additionally, the laws in certain jurisdictions regarding the ability of government entities to purchase unapproved product candidates can be ambiguous, and the permissibility of exporting unapproved products from the United States and importing them to foreign countries may be unclear in some instances. Nevertheless, government bodies, such as U.S. federal entities other than HHS, state and local governments within the United States, and foreign governments have sought and may further seek to procure our MCM product candidates that are not yet approved. In this situation, we would expect to assess the permissibility and liability implications of supplying our product candidates to such entities on a case-by-case basis, which presents certain challenges, both in the case of U.S. and foreign governments, and particularly under emergency conditions. In addition, agencies or branches of one country’s government may take different positions regarding the permissibility of such sales than another country’s government or even other agencies or branches of the same government. If local enforcement authorities disagree with our conclusion that such activities are permissible, they may take enforcement action against us.

EUA terminates. An EUA is not a long-term alternative to obtaining FDA approval, licensure, clearance, or other marketing authorization for a product. Absent an applicable exception, our MCM product candidates generally will have to be approved, licensed, or cleared by the FDA or other regulatory authorities in the relevant country through traditional pathways before we can sell those products to governments. Additionally, the laws in certain jurisdictions regarding the ability of government entities to purchase unapproved product candidates can be ambiguous, and the permissibility of exporting unapproved products from the United States and importing them to foreign countries may be unclear in some instances. Nevertheless, government bodies, such as U.S. federal entities other than HHS, state and local governments within the United States, and foreign governments have sought and may further seek to procure our MCM product candidates that are not yet approved. In this situation, we would expect to assess the permissibility and liability implications of supplying our product candidates to such entities on a case-by-case basis, which presents certain challenges, both in the case of U.S. and foreign governments, and particularly under emergency conditions. In addition, agencies or branches of one country’s government may take different positions regarding the permissibility of such sales than another country’s government or even other agencies or branches of the same government. If local enforcement authorities disagree with our conclusion that such activities are permissible, they may take enforcement action against us.

In addition, the sale of unapproved products also could give rise to product liability claims for which we may not be able to obtain adequate indemnification or insurance coverage. For example, despite liability protections applicable to claims arising under U.S. law and resulting from the use of certain unlicensed or unauthorized MCMs, such as a declaration issued under the PREP Act, plaintiffs still may bring lawsuits alleging, among other things, that their claims are not barred under the PREP Act.

In the event that a user of one or more of our products experiences an adverse event, we may be subject to additional reputational risk if the product has not been approved by the FDA or the corresponding regulatory authority of another country, particularly because we will not have approved labeling regarding the safety or efficacy of those products. In addition, legislatures and other governmental bodies that have oversight responsibility for procuring agencies may raise concerns after the fact, even if procurement was permissible at the time, which could result in negative publicity, reputational risk and harm to our business prospects.

There is also a risk that our communications with governments about our unapproved/uncleared products, such as in the procurement context, could be considered promotion of an unapproved/uncleared product or unapproved/uncleared use of an approved product. Therefore, there is a risk that we could be subject to enforcement actions if found to be in violation of such laws or regulations.

Even after regulatory approval is received, if we fail to comply with regulatory requirements, or if we experience unanticipated problems with our approved products, they could be subject to restrictions, penalties or withdrawal from the market.

Any vaccine, therapeutic product or medical device for which we obtain marketing approval, along with the manufacturing processes, post-approval clinical data, labeling, advertising and promotional activities for such product, will be subject to the continual requirements of and review by the FDA and other regulatory bodies. Our approved products are subject to these requirements and ongoing review. For drugs and vaccines, these requirements include submissions of safety and other post-marketing information and reports, plasma donor testing, registration requirements, CGMP, requirements relating to potency and stability, quality control, quality assurance, restrictions on advertising and promotion, import and export restrictions and recordkeeping requirements. Requirements for medical devices are similar and include ~~QSR~~QMSR compliance, establishment registration and device listing; record keeping; restrictions on advertising and promotion; post-market surveillance and reporting of adverse events and certain malfunctions, and restrictions on import and export. In addition, various state laws require that companies that manufacture and/or distribute drug products within the state obtain and maintain a manufacturer or distributor license, as appropriate. Some states have similar requirements for devices. Because of the breadth of these laws, it is possible that some of our business activities could be subject to challenge under one or more of such laws.

Government regulators enforce CGMP, QSR, and other requirements through periodic unannounced inspections of manufacturing facilities. The FDA is authorized to inspect domestic and foreign manufacturing facilities without prior notice at reasonable times and in a reasonable manner. Health Canada may conduct similar inspections of our domestic and foreign facilities where products offered and sold in Canada are produced, or related formulation and filling operations are conducted. The FDA, Health Canada, and other foreign regulatory agencies conduct periodic inspections of our facilities. Following several of these inspections, regulatory authorities have issued inspectional observations, some of which were significant, but all of which are being, or have been, addressed through corrective actions. If, in connection with any future inspection, regulatory authorities find that we are not in substantial compliance with all applicable requirements, or if they are not satisfied with the corrective actions we take, our regulators may undertake enforcement action against us, which may include:42

Government regulators enforce CGMP, QMSR, and other requirements through periodic unannounced inspections of manufacturing facilities. The FDA is authorized to inspect domestic and foreign manufacturing facilities without prior notice at reasonable times and in a reasonable manner. Health Canada may conduct similar inspections of our domestic and foreign facilities where products offered and sold in Canada are produced, or related formulation and filling operations are conducted. The FDA, Health Canada, and other foreign regulatory agencies conduct periodic inspections of our facilities. Following several of these inspections, regulatory authorities have issued inspectional observations, some of which were significant, but all of which are being, or have been, addressed through corrective actions. If, in connection with any future inspection, regulatory authorities find that we are not in substantial compliance with all applicable requirements, or if they are not satisfied with the corrective actions we take, our regulators may undertake enforcement action against us, which may include:

•warning letters, untitled letters, and other communications;

•product seizure or withdrawal of the product from the market;

•restrictions on the marketing or manufacturing of a product;

•suspension or withdrawal of regulatory approvals or refusal to approve pending applications or other marketing submissions, or supplements to approved applications;

•fines or disgorgement of profits or revenue; and

•injunctions or the imposition of civil or criminal penalties.

Similar action may be taken against us should we fail to comply with regulatory requirements, or later discover previously unknown problems with our products or manufacturing processes. For instance, our products are tested regularly to determine if they satisfy potency and stability requirements for their required shelf lives. Failure to meet potency, stability or other specification requirements could result in delays in distributions, recalls or other consequences. In November 2022, three lots of RSDL® kits were recalled due to leakage (the "November 2022 Recall"), which could cause the product not to perform as effectively as intended. We identified and remediated the cause leading to the November 2022 Recall, as well as completed all required actions, notices and report submissions related to the recalled batch. The FDA terminated the November 2022 Recall in October 2024.

Even if regulatory approval, clearance, or other marketing authorization of a product is granted, the approval, clearance, or marketing authorization may be subject to limitations on the indicated uses for which the product may be marketed or sold or to the conditions of approval. Regulatory approval or other authorization may also contain requirements for costly post-marketing testing and surveillance to monitor the safety or efficacy of the product. If we experience any of these post-approval events, our business, financial condition, operating results and cash flows could be materially and adversely affected.

Additionally, companies may not promote unapproved products or unapproved uses of approved products (i.e., “off-label” uses or uses that are not described in the product’s approved labeling and/or that differ from the uses approved or cleared by the applicable regulatory agencies). A company that is found to have improperly promoted an unapproved/uncleared product or an unapproved/uncleared use of an approved/cleared product may be subject to significant liability, including civil and administrative remedies (such as entering into corporate integrity agreements with the USG), as well as criminal sanctions. If our employees or agents engage in marketing of an unapproved/uncleared product or the unapproved/uncleared use of an approved/cleared product, we could be subject to civil or criminal investigations and monetary and injunctive penalties, which could adversely impact our ability to conduct business in certain markets, negatively affect our business, financial condition, operating results and cash flows, and damage our reputation.

Failure to obtain or maintain regulatory approval in international jurisdictions could prevent us from marketing our products abroad and could limit the growth of our business.

We currently sell certain of our products outside the United States and intend to expand the countries in which we sell our products. We currently have market authorization under the mutual recognition procedure to sell BioThrax® in France and Germany. To market or sell our products in foreign jurisdictions under normal circumstances, we generally need to obtain separate regulatory approvals and comply with numerous and varying requirements or use alternative “emergency use” or other exemptions from general approval and import requirements. Approval by the FDA in the United States, in Canada by Health Canada, or ~~the~~by ~~mutual~~any ~~recognition~~individual ~~procedure~~EU ~~in the European~~ member ~~states~~state does not ensure approval by all foreign regulatory authorities. The approval procedures in foreign jurisdictions can vary widely and can involve additional clinical trials and data review beyond that required by the FDA or ~~under~~any ~~the~~other ~~mutual~~global ~~recognition~~health ~~procedure~~authority. There is also a risk that a regulatory authority in another country could conclude that we have violated the rules and regulations related to product development, approval or promotion in that country. Therefore, there is a risk that we could be subject to a foreign enforcement action if found to be in violation of such laws and regulations. We and our collaborators may not be able to obtain foreign regulatory approvals on a timely basis, if at all, and we may be unable to successfully commercialize our products in desired jurisdictions internationally if no alternate procurement pathway is identified for authorized government customers in a particular jurisdiction. We have limited experience in preparing, filing and ~~prosecuting~~procuring the applications necessary to gain foreign regulatory approvals in all global jurisdiction and expect to rely on third-party contract research organizations and consultants to assist us in this process. Our reliance on third parties can introduce additional uncertainty into the process.

As of January 1, 2021, the Medicines and Healthcare products Regulatory Agency (the "MHRA") serves as the regulatory authority overseeing medicines and medical devices in Great Britain (England, Scotland, and Wales), while Northern Ireland is subject to EU regulations under the Windsor Framework (replacing the Northern Ireland Protocol in February 2023). As of January 1, 2025, the MHRA will assume full regulatory oversight for all medicinal products in the UK, including Northern Ireland, and the European Medicines Agency ("EMA") will no longer have a role in approving products for the Northern Ireland market.43

Additionally, a new International Recognition Procedure ("IRP") took effect on January 1, 2024, designed to facilitate marketing authorizations in the UK for products already approved by a recognized regulatory authority. The IRP applies to products authorized by the EMA (for EU centralized approvals), national regulators in the European Economic Area ("EEA"), and the U.S. Food and Drug Administration ("FDA"), among others. However, reliance-based or recognition-based regulatory decisions are not eligible under this procedure.

Any delay in obtaining, or an inability to obtain, any marketing approvals, as a result of Brexit or otherwise, may force us to restrict or delay efforts to seek regulatory approval in the United Kingdom or elsewhere for our product candidates, which could significantly and materially harm our business. In addition, due the evolving nature of UK regulations, further divergence from EU requirements may impact the development, approval, and commercialization of our products in these markets.

Laws and regulations governing international operations may preclude us from developing, manufacturing and selling certain products outside of the United States, require us to develop and implement costly compliance programs, and if violated, can lead to financial and other impacts.

As we continue to expand our activities outside of the United States, we are subject to an increased risk of violating, and must dedicate additional resources towards avoiding inadvertently conducting activities in a manner that violates, the U.S. Foreign Corrupt Practices Act (the "FCPA"), the U.K. Bribery Act, Canada's Corruption of Foreign Public Officials Act, and other similar foreign anti-bribery laws that prohibit corporations and individuals from corruptly paying, offering to pay, or authorizing the payment of anything of value, directly or indirectly, to any foreign government official, government staff member, political party or party official, or political candidate in an attempt to influence a person working in an official capacity or otherwise obtain an improper advantage. We may be held responsible for conduct of the third parties with which we interact. The FCPA also obligates companies whose securities are listed in the United States to comply with certain accounting provisions requiring the Company to maintain books and records that accurately and fairly reflect all transactions of the corporation, including international subsidiaries, and to devise and maintain an adequate system of internal accounting controls for international operations. Some anti-bribery laws also apply to private sector bribery. Compliance with the FCPA and other anti-bribery laws is expensive and difficult, particularly in countries in which corruption is a recognized problem. In addition, the FCPA presents particular challenges in the pharmaceutical industry, because, in many countries, hospitals and other parts of the health system are operated by the government, and doctors, hospital employees, and other health care providers are considered foreign officials. Certain payments to hospital employees and other health care professionals in connection with clinical trials and other work have been deemed to be improper payments to government officials and have led to FCPA enforcement actions.

Many countries, including the United States, also have various lobbying laws and regulations governing the conduct of individuals and companies who interact with government officials. These laws and regulations typically include certain restrictions and disclosure obligations. If we, our employees, or third parties acting on our behalf do not comply with these laws and regulations, we may be subject to civil and criminal penalties.

Many countries, including the United States, restrict the export or import of products to or from certain countries through, for example, bans, sanction programs, and boycotts. Such restrictions may preclude us from supplying products in certain countries, which could limit our growth potential. Furthermore, if we, or third parties acting on our behalf, do not comply with these restrictions, we may be subject to civil and criminal penalties.

Various laws, regulations and executive orders also restrict the use and dissemination outside of the United States, or the sharing with certain non-U.S. nationals, of information classified for national security purposes, as well as certain products and technical data relating to those products. If we continue to expand our presence outside of the United States, it will require us to dedicate additional resources to comply with these laws, and these laws may preclude us from developing, manufacturing, or selling certain products and product candidates outside of the United States, which could limit our growth potential and increase our development costs. In addition, actions that the U.S. government and other governments have taken or threatened to take regarding tariffs and trade, and the associated uncertainty of how such actions may be implemented, may have adverse effects on the global economic environment and could also amplify these risks.

The failure to comply with laws governing international business practices may result in substantial civil and criminal penalties, suspension or debarment from government contracting, and other sanctions, and can cause reputational harm. The SEC also may bring enforcement actions against issuers for violations of the FCPA’s accounting provisions.

Changes to tax legislation may adversely affect our business.

In July 2025, the One Big Beautiful Bill Act (“OBBBA”) was signed into law, introducing significant tax changes. The OBBBA extends or makes permanent various tax provisions that were originally enacted in the 2017 Tax Cuts and Jobs Act and were set to expire at the end of 2025. The OBBBA features modified versions of individual and business tax relief proposals, and other new tax relief measures. In addition, it includes various revenue-raising measures, including changes to certain Inflation Reduction Act clean energy tax credits and various limits on business and individual tax deductions, that are intended to offset part of the cost of the legislation. These impacts did not have a material effect on our effective tax rate for the year ended December 31, 2025.

COMPETITIVE AND POLITICAL RISKS

Development and commercialization of pharmaceutical products, including for PHT preparedness, are routinely subject to evolving private and public sector competition.

The development and commercialization of new biopharmaceutical and medical technology products is highly competitive and subject to rapid technological advances. We will continue to face future competition from other companies and governments, universities and other non-profit research organizations in respect toof our products, any products that we acquire, our current product candidates and any products we may seek to develop or commercialize in the future. The market for products can be subject to development of safer, more effective, more convenient or less costly products. The market for current products can also depend on what resources can be devoted to marketing or selling products, or how companies are positioned to adapt more quickly to new technologies, respond to scientific advances or patient preferences and needs, initiate or withstand substantial price competition and/or procure third-party licensing and collaborative arrangements.

technologies, respond to scientific advances or patient preferences and needs, initiate or withstand substantial price competition and/or procure third-party licensing and collaborative arrangements.

There are a number of companies with products or product candidates addressing PHT preparedness that are competing with us for both USG procurement and development resources. Factors to consider include competitors' financial, technical, marketing and selling resources as well as potential leverage that their intellectual property estates may offer.

Any reduction in demand for our products or reduction or loss of development funding for our products or product candidates in favor of a competing product could lead to a loss of market share for our products and cause reduced revenues, margins and levels of profitability for us, which could adversely affect our business, financial condition, operating results and cash flows.

Our biologic products may face risks of competition from biosimilar manufacturers.

Biological products and product candidates, which we refer to as “Biologic Products,” can be affected by the approval and entry of “biosimilars” in the United States and other jurisdictions. Biosimilar products are licensed through an abbreviated pathway based on a showing that they are “highly similar” to a previously licensed product (known as the reference product) notwithstanding minor differences in clinically inactive components, and there are no clinically meaningful differences from the reference product in terms of safety, purity, and potency. Biologic Products in our current pipeline include CYFENDUS®, BioThrax® and ACAM2000®. If a biosimilar version of one of our Biologic Products were approved, it could have a material adverse effect on the sales and gross profits of the affected Biologic Product and could adversely affect our business, financial condition, operating results and cash flows.

NARCAN® (naloxone HCl) Nasal Spray is currently subject to generic and branded competition and may be subject to additional generic and branded competition in the future. If demand for over-the-counter NARCAN® Nasal Spray outpaces current estimations, there could be supply challenges to meet demand.

NARCAN® Nasal Spray was approved as an over-the-counter (“OTC”) medication in the U.S. onin March ~~29,~~ 2023 and became available to retailers and e-commerce providers nationwide in August 2023. If demand for NARCAN® Nasal Spray increases beyond our current estimates, there could be supply interruptions. Although we have contingency plans to continue to provide product to those at the highest need and increase production to meet the anticipated increase in demand, such contingency plans may be unsuccessful or the implementation of such plans delayed, which could cause supply interruptions and adversely affect our business, financial condition, operating results and cash flows,

NARCAN® Nasal Spray currently faces generic competition. In 2016, Teva Pharmaceuticals Industries Limited and Teva Pharmaceuticals USA (collectively, “Teva”) filed an Abbreviated New Drug Application (an “ANDA”) seeking regulatory approval to market a generic version of NARCAN® Nasal Spray. In patent litigation related to Teva’s ANDA filing, a trial court decided in favor of Teva, and this decision was subsequently affirmed by the Court of Appeals for the Federal Circuit. The FDA approved Teva's ANDA onin April ~~19,~~ 2019. Onand in December ~~22,~~ 2021, Teva commenced the launch of its generic naloxone nasal spray. As part of state settlements, including in Florida, Texas, Rhode Island, and West Virginia, Teva has agreed to supply Medication- Assisted Treatment (“MAT”) and generic opioid overdose reversal agents, like naloxone, to states at no cost in lieu of additional monetary compensation. The terms of these product donation agreements stretch 10 to 15 years. NARCAN® Nasal Spray also faces generic competition from Padagis LLC (“Padagis”). Prior to Padagis' separation from Perrigo UK FINCO Limited Partnership (“Perrigo”) in 2021, Perrigo filed its own ANDA for generic naloxone nasal spray in 2018. Emergent settled with Perrigo on February 12, 2020 providing for a license effective upon the Teva litigation decision. In June 2022, the FDA approved the ANDA and ~~Padagis launched its prescription generic naloxone nasal spray. On July 18, 2023, the FDA approved an Rx-to-OTC switch of Padagis' product. In April 2024, the FDA approved an ANDA filed by~~ Amneal Pharmaceuticals, Inc. (“Amneal”) ~~for generic naloxone nasal spray~~.

Sales of generic versions of NARCAN® Nasal Spray at prices lower than our branded product or provided at no cost by Teva, Padagis and Amneal have the potential to erode our sales and could impact our product revenue related to NARCAN® Nasal Spray.

NARCAN® Nasal Spray also faces branded competition from prescription products, such as ~~Kloxxado™ (naloxone HCl nasal spray 8mg), a branded product developed by Hikma,~~ Zimhi™ (naloxone), a branded injectable product developed by Adamis Pharmaceuticals Corporation, RextovyTM, (naloxone HCL nasal spray 4 mg), a branded product ~~developed~~marketed by ~~Amphastar~~ZMI ~~Pharmaceuticals~~Pharma, Inc. ~~and its naloxone injection product~~, Teleflex Medical Inc.'s Intranasal Mucosal Atomization Device, ~~OPVEE® (nalmefene nasal spray 2.7mg), a branded product developed by Opiant Pharmaceuticals Inc, (now a wholly owned subsidiary of Indivior PLC),~~ and Rezenopy® (naloxone HCL nasal spray 10mg), a branded product manufactured by Summit Biosciences Inc., as well as OTC products, such as RiViveTM (naloxene HCl nasal spray 3mg), a branded product developed by Harm Reduction Therapeutics.

NARCAN® (naloxone HCl) Nasal Spray may also face additional generic and branded competition in the future.

Political or social factors may delay or impair our ability to market and sell our products and may require us to spend significant management time and financial resources to address these issues.

Products developed to counter the potential impact of PHTs are subject to changing political and social environments. The political responses and social awareness of the risks of these threats on military personnel or civilians and the level of emphasis placed on such risks by the USG may vary over time. If the threat of terrorism were to decline, then the public perception of the risk on public health and safety may be reduced. This perception, as well as political or social pressures (including as a result of negative publicity we have received based on our longstanding ties to the USG), could delay or cause resistance to bringing our products in development to market or limit pricing or purchases of our products, any of which could negatively affect our revenues and our business, financial condition, operating results and cash flows.

In addition, substantial delays or cancellations of purchases could result from protests or challenges from third parties. Lawsuits brought against us by third parties or activists, even if not successful, could require us to spend significant management time and financial resources defending the related litigation and could potentially damage the public's perception of us and our products. Any publicity campaigns or other negative publicity may adversely affect the degree of market acceptance of our MCMs and thereby limit the demand for our products, which would adversely affect our business, financial condition, operating results and cash flows.

We may not be able to obtain orphan drug exclusivity for product candidates we may develop, and even if we do, that exclusivity may not prevent the FDA or foreign regulatory authorities from approving other competing products.

Under the Orphan Drug Act, the FDA may designate a product as an orphan drug if it is a drug or biologic intended to treat a rare disease or condition. Generally, if a product candidate with an orphan drug designation subsequently receives the first marketing approval for the indication for which it has such designation, the product is entitled to a period of marketing exclusivity, which precludes the FDA from approving another marketing application for the same drug for the same indication for that time period. The applicable period is seven years in the United States.

In order for the FDA to grant orphan drug designation to one of our products, the agency must find, among other requirements, that the product is being or will be investigated for a condition or disease with a patient population of fewer than 200,000 individuals in the United States, or, for a vaccine, diagnostic drug, or preventive drug, it will be administered to fewer than 200,000 persons per year in the United States. Alternatively, the FDA may determine that there is no reasonable expectation that the costs of research and development of the drug can be recovered from sales of the drug in the United States. The FDA may conclude that the condition or disease for which we seek orphan drug designation does not meet this standard. Even if we obtain orphan drug exclusivity for a product, that exclusivity may not effectively protect the product from competition because different products can be approved for the same indication. In addition, even after a product receives orphan drug exclusivity, the FDA can subsequently approve the same product for the same indication if the FDA or such authorities conclude that the later product is clinically superior in that it is shown to be safer, more effective or makes a major contribution to patient care; if the FDA determines that the holder of orphan drug exclusivity cannot ensure the availability of sufficient quantities of the product to meet the needs of patients with the rare disease or condition; or if the holder of orphan drug exclusivity consents to the approval of such subsequent product. Additionally, the FDA may revoke orphan drug designation if the FDA determines that the request for designation contained an untrue statement of material fact, omitted material information, or the FDA subsequently finds that the drug in fact had not been eligible for orphan drug designation at the time of submission of the request for designation.

We face similar risks in the EU and other foreign jurisdictions that have comparable regulations concerning orphan drug exclusivity.

INTELLECTUAL PROPERTY RISKS

Protection of our intellectual property rights is an important tool for sustaining our business and the failure to do so could impact our financial condition, operating results, and cash flows.

We actively seek to protect intellectual property rights related to our Company's assets, including patent rights, trademark rights, trade secrets, know-how and proprietary confidential information, through defense and enforcement of existing rights and pursuit of protection on new and arising innovations.

Obtaining, maintaining and enforcing our intellectual property rights in the United States and other countries remains a critical component of the development and commercialization of our Company's assets.

Some of the risks associated with procurement, maintenance and enforcement of intellectual property rights include changes in patent laws or administrative patent office rules, evolving criteria and eligibility of obtaining patent protection on particular subject matter, the validity and enforceability of our intellectual property rights, the potential scope of coverage of our intellectual property rights, and/or the availability or strength of legal remedies in a particular country to defend and enforce intellectual property rights.

Other risks include associated costs, such as costs of patent prosecution and maintenance and costs associated with post-grant challenges. For example, such costs include inter partes review proceedings in the United States and oppositions in Europe, as well as costs associated with litigating and enforcing patent and trademark rights.

Additional risks include limitations on our extent or ability to procure, maintain or defend intellectual property rights associated with in-licensed or acquired intellectual property, where, for example, other parties (e.g., licensors) may have the first right to maintain or defend intellectual property rights in which we have an interest, or may pursue strategies that are divergent to the interest of our Company.

Third-party claims of alleged patent infringement could delay, stop or otherwise affect the development and commercialization of our products and product candidates. Such challenges, while ongoing, could be costly, requiring and utilizing company resources. Such challenges, if successful, may impact marketing or launch of products, or require ongoing license and/or royalty fees associated with potential settlement agreements. These challenges may have the potential to materially harm our business, financial condition, operating results, and cash flows.

We are a party to a number of license agreements and expect to enter into additional license agreements in the future. Such license agreements or collaboration arrangements can be subject to challenges if interests or expectations under such license agreements diverge. Such challenges may be costly, risk time and resources, and could delay or impact development, commercialization or launch of our products.

Potential loss of proprietary information and know-how generally carries the risk of reducing the value of our technology and products.

We also rely upon unpatented proprietary technology, processes, and know-how, particularly as to our proprietary manufacturing processes. These types of proprietary confidential information, know-how, and trade secrets can be difficult to protect, and potential loss or misappropriation of this information generally carries the risk of reducing the value of our technology and products. We seek to protect this confidential information, in part, through agreements with our employees, consultants, and third parties, as well as through internal policies and audits, although these may not always be successful in protecting our proprietary confidential information, know-how, and trade secrets.

Certain of our products are approved as drug products under the provisions of the FDCA, which may render them susceptible to potential competition from generic manufacturers via the Hatch-Waxman Act and ANDA process. Other of our products may be susceptible to challenges by entry of biosimilars through the route established under the Biologics Price Competition and Innovation Act of 2009.

Although we intend to vigorously enforce our intellectual property rights, there can be no assurance that we will prevail in our enforcement or defense of our intellectual property rights. Our existing patents could be invalidated, found unenforceable, or narrowed in scope. Our trademark and trade name rights and related registrations may be challenged, opposed, infringed, diluted, canceled, circumvented, declared generic or determined to be infringing on other marks.

RISKS RELATED TO RELIANCE ON OTHER PARTIES

The loss of any of our non-exclusive, sole-source or single source suppliers, a shortage of related supplies or an increase in the price of materials supplied to us could have an adverse effect on our business, financial condition and results of operations.

We purchase certain supplies used in our manufacturing processes from non-exclusive, or single sources due to quality considerations, costs or constraints resulting from regulatory requirements. We depend on certain single-source suppliers for key materials, API, excipients, components, devices, manufacturing and other services necessary to produce and release the majority of our products and certain product candidates. For example, we rely on a single-source supplier to provide us with Alhydrogel® in sufficient quantities to meet our needs to manufacture CYFENDUS® and BioThrax® vaccines and the specialty plasma in our hyperimmune specialty plasma products and certain ingredients for the ACAM2000® vaccine. We also rely on single-source suppliers for the materials necessary to produce NARCAN® (naloxone HCl) Nasal Spray, such as the naloxone active pharmaceutical ingredient and other excipients, along with the vial, stopper and device.

Where a particular single-source supply relationship is terminated, we may not be able to establish additional or replacement suppliers for certain components or materials quickly. This is largely due to the FDA approval system, which mandates validation of materials prior to use in our products and product candidates, and the complex nature of manufacturing processes. In addition, we may lose a sole-source supplier due to, among other things, the acquisition of a supplier by a competitor (which may cause the supplier to stop selling its products to us) or the bankruptcy of such a supplier, which may cause the supplier to cease operations. Any reduction or interruption by a sole-source supplier of the supply of materials or key components used in the manufacturing of our products or product candidates, a reduction in quality or an increase in the price of those materials or components could adversely affect us. If we 47

45Where a particular single-source supply relationship is terminated, we may not be able to establish additional or replacement suppliers for certain components or materials quickly. This is largely due to the FDA approval system, which mandates validation of materials prior to use in our products and product candidates, and the complex nature of manufacturing processes. In addition, we may lose a sole-source supplier due to, among other things, the acquisition of a supplier by a competitor (which may cause the supplier to stop selling its products to us) or the bankruptcy of such a supplier, which may cause the supplier to cease operations. Any reduction or interruption by a sole-source supplier of the supply of materials or key components used in the manufacturing of our products or product candidates, a reduction in quality or an increase in the price of those materials or components could adversely affect us. If we are unable to locate or establish alternative suppliers, our ability to manufacture our products and product candidates could be adversely affected and could harm our revenues, cause us to fail to satisfy contractual commitments, lead to a termination of one or more of our contracts or lead to delays in our clinical trials, any of which could be costly to us and otherwise materially harm our business, financial condition, operating results and cash flows.

are unable to locate or establish alternative suppliers, our ability to manufacture our products and product candidates could be adversely affected and could harm our revenues, cause us to fail to satisfy contractual commitments, lead to a termination of one or more of our contracts or lead to delays in our clinical trials, any of which could be costly to us and otherwise materially harm our business, financial condition, operating results and cash flows.

We depend on third parties to conduct many of our clinical and non-clinical trials. If these third parties do not perform as contractually required or as we expect, we may not be able to obtain regulatory approval for or commercialize our product candidates and, as a result, our business, financial condition, operating results and cash flows may suffer.

We depend on third parties, such as independent clinical investigators, contract research organizations and other third-party service providers, to conduct the clinical and non-clinical trials of our product candidates and expect to continue to do so. We rely heavily on these third parties for successful execution of our clinical and non-clinical trials, but do not exercise day-to-day control over their activities. Our reliance on these service providers does not relieve us of our regulatory responsibilities, including ensuring that our trials are conducted in accordance with good clinical practice regulations and the plan and protocols contained in the relevant regulatory application. In addition, these organizations may not complete these activities on our anticipated or desired timeframe. We also may experience unexpected cost increases that are beyond our control. Problems with the timeliness or quality of the work of a contract research organization or other third party may lead us to seek to terminate the relationship and use an alternative service provider, which may prove difficult, costly and result in a delay of our trials. Any delay in or inability to complete our trials could delay or prevent the development, approval and commercialization of our product candidates.

In certain cases, government entities and non-governmental organizations ("NGOs") conduct studies of our product candidates, and we may seek to rely on these studies in applying for marketing approval for certain of our product candidates. These government entities and NGOs have no obligation or commitment to us to conduct or complete any of these studies or clinical trials and may choose to discontinue these development efforts at any time. Furthermore, government entities depend on annual Congressional appropriations to fund their development efforts, which may not be approved.

If we are unable to obtain any necessary third-party services on acceptable terms or if these service providers do not successfully carry out their contractual duties or meet expected deadlines, our efforts to obtain regulatory approvals for our product candidates may be delayed or prevented.

LEGAL AND REPUTATIONAL RISKS

Our financial condition and operating results could be adversely impacted by unfavorable results of legal proceedings or government investigations.

We are subject to various claims, legal proceedings and government investigations that have not yet been fully resolved, including stockholder derivative and putative class action lawsuits, and new matters may arise in the future. In addition, agreements entered into by us sometimes include indemnification provisions which can subject us to costs and damages in the event of a claim against an indemnified third party. The number of claims, legal proceedings and government investigations involving us, and the alleged magnitude of such claims, proceedings and government investigations, has generally increased over time and may continue to increase. Certain of these actions include, and future actual or threatened legal actions may include, claims for substantial and indeterminate amounts of damages, or may result in other actions adverse to us.

For example, in 2021, multiple purported class action lawsuits were filed against us and certain of our current and former senior officers in the United States District Court for the District of Maryland seeking unspecified damages on behalf of a putative class of persons who purchased or otherwise acquired shares of our common stock during various date ranges. The complaints alleged, among other things, that we made materially false and misleading statements regarding our procedures and quality controls relating to vaccine production, in violation of federal securities laws. In September 2024, we and the lead plaintiffs entered into an agreement in principle to settle these claims, and on October 4, 2024, the Court granted preliminary approval of the proposed settlement, ordered notice to the settlement class and scheduled a fairness hearing to consider whether to grant final approval of the settlement. At the scheduled fairness hearing on February 27, 2025, the Court granted final approval of the settlement. As another example, multiple stockholder derivative lawsuits were filed in The Court of Chancery of the State of Delaware and the United States District Court for the District of Maryland on behalf of the Company against certain current and former officers and directors for breach of fiduciary duties, waste of corporate assets, unjust enrichment and insider trading, each allegation related to the Company’s capabilities to manufacture COVID-19 vaccine bulk drug substance. In addition to monetary damages, the complaints seek the implementation of multiple corporate governance and internal policy changes.48

~~Regardless~~For ofexample, ~~merit~~in 2021, ~~litigation~~multiple ~~can~~purported beclass ~~both~~action ~~time-consuming~~lawsuits were filed against us and ~~disruptive~~certain toof our ~~operations~~current and ~~cause~~former ~~significant~~senior ~~expense~~officers ~~and~~in ~~diversion~~the United States District Court for the District of ~~management’s~~Maryland ~~attention.~~seeking ~~The~~unspecified ~~outcome~~damages on behalf of ~~litigation~~a putative class of persons who purchased or ~~government~~otherwise ~~investigations~~acquired isshares ~~also~~of ~~inherently~~our ~~uncertain~~common stock during various date ranges. IfThe ~~one~~complaints oralleged, ~~more~~among ~~legal~~other ~~matters~~things, ~~were~~that ~~resolved~~we ~~against~~made usmaterially orfalse anand ~~indemnified~~misleading ~~third~~statements ~~party~~regarding our procedures and quality controls relating to vaccine production, in violation of federal securities laws. In February 2025, the Court granted final approval of a ~~reporting~~settlement ~~period~~between us and the lead plaintiffs. As another example, multiple stockholder derivative lawsuits were filed in The Court of Chancery of the State of Delaware and the United States District Court for ~~amounts~~the ~~above~~District ~~management~~of Maryland on behalf of the Company against certain current and former officers and directors for breach of fiduciary duties, waste of corporate assets, unjust enrichment and insider trading, each allegation related to the Company’s capabilities to manufacture COVID-19 vaccine bulk drug substance. In addition to monetary damages, the complaints sought the implementation of multiple corporate governance and internal policy changes. In August 2025, the United States District Court for the District of Maryland granted final approval of a settlement with regard to the derivative matters.

46Regardless of merit, litigation can be both time-consuming and disruptive to our operations and cause significant expense and diversion of management’s attention. The outcome of litigation or government investigations is also inherently uncertain. If one or more legal matters were resolved against us or an indemnified third party in a reporting period for amounts above management’s expectations, our financial condition and operating results for that reporting period could be materially adversely affected. Further, such an outcome could result in significant compensatory, punitive or trebled monetary damages, disgorgement of revenue or profits, remedial corporate measures or injunctive relief against us and could require us to change our business practices or limit our ability to offer certain products and services, all of which could materially adversely affect our financial condition and operating results. While we maintain insurance coverage for certain types of claims, such insurance coverage may be insufficient to cover all losses or all types of claims that may arise.

expectations, our financial condition and operating results for that reporting period could be materially adversely affected. Further, such an outcome could result in significant compensatory, punitive or trebled monetary damages, disgorgement of revenue or profits, remedial corporate measures or injunctive relief against us and could require us to change our business practices or limit our ability to offer certain products and services, all of which could materially adversely affect our financial condition and operating results. While we maintain insurance coverage for certain types of claims, such insurance coverage may be insufficient to cover all losses or all types of claims that may arise.

We rely significantly on information technology systems and any cyber-security incidents, unauthorized access or other failure, inadequacy, interruption or security lapse of that technology could harm our ability to operate our business effectively or result in data leakage of proprietary or confidential business or employee information.

Our business is increasingly dependent on critical, complex and interdependent information technology systems, including Internet-based systems, to support business processes as well as internal and external communications. We previously contracted with the USG and pharmaceutical companies for the development and manufacture of a significant quantity of COVID-19 vaccines, which raised our security profile and heightened potential risks that malicious actors may seek to disrupt our systems or misappropriate our information. The size and complexity of our computer systems and those of many of our business partners, collaborators and other third parties make them potentially vulnerable to interruption, invasion, computer viruses, destruction, unauthorized or malicious intrusion and additional related disruptions, which may result in the impairment of production and key business processes. Our systems and information are also potentially vulnerable to cybersecurity incidents through user error, phishing scams, or malfeasance, as well as cyber-security incidents involving our employees, business partners, collaborators or other third parties, any of which may expose sensitive data to unauthorized persons. Our systems and those of our business partners and collaborators have in the past been, and in the future likely will be subject to computer viruses, malicious codes, unauthorized access and other cybersecurity incidents. We are not aware of any significant impact on our operations or financial results from such incidents.

No system of protection is adequate to protect against all such threats, even if they are deemed to be industry standard, and there can be no assurance that we will be able to repel any such attacks. Cybersecurity incidents could lead to the loss of trade secrets or other intellectual property or the public exposure of personal information, including sensitive personal information, of our employees, clinical trial patients, customers and others. ~~Responding~~Evaluating and responding to any such threats may also be expensive and time-consuming. Any such unauthorized access to our information, whether through an incident involving our information technology systems or those of our business partners, collaborators or other third parties, could disrupt our business operations, result in the loss of assets, and have a material adverse effect on our reputation, business, financial condition, or results of operations. While the Company has experienced non-material cyber incidents involving third-party vendors, the Company’s continued use of third parties in its business yields the potential for material cybersecurity incidents that may harm business operations.

A significant business disruption or a breach in security resulting in misappropriation, theft or sabotage with respect to proprietary or confidential business or employee information could result in significant financial losses, legal, business or reputational harm to us, compromise our business prospects and our commitments to the USG or other customers, any of which could materially and adversely affect our business, financial condition and operating results.

We face product liability exposure, which could cause us to incur substantial liabilities and negatively affect our business, financial condition and results of operations.

We face an inherent risk of product liability exposure related to the sale of our products, any other products that we successfully acquire or develop and the testing of our product candidates in clinical trials.

One measure of protection against such lawsuits is coverage under the PREP Act, which was signed into law in December 2005. The PREP Act creates liability protection for manufacturers of biodefense countermeasures when the Secretary of HHS issues a declaration for their manufacture, administration or use. A PREP Act declaration is meant to provide liability protection from all claims under federal or state law for loss arising out of the administration or use of a covered countermeasure under a government contract. The Secretary of HHS has issued PREP Act declarations covering countermeasures for smallpox, mpox, and other orthopox; anthrax; and botulinum toxin. These declarations apply to certain of our products, namely BioThrax®, ACAM2000®, CYFENDUS®, raxibacumab, Anthrasil®, BAT® and VIGIV CNJ-016® products, as covered countermeasures. Manufacturers are not entitled to protection under the PREP Act in cases of willful misconduct or for cases brought in non-U.S. tribunals or under non-U.S. law. We cannot predict whether the Secretary of HHS will renew the declarations when they expire, whether Congress will fund the relevant PREP Act compensation programs, or whether the necessary prerequisites for immunity would be triggered with respect to our products or product candidates.49

One measure of protection against such lawsuits is coverage under the PREP Act which creates liability protection for manufacturers of biodefense countermeasures when the Secretary of HHS issues a declaration for their manufacture, administration or use. A PREP Act declaration is meant to provide liability protection from all claims under federal or state law for loss arising out of the administration or use of a covered countermeasure under a government contract. The Secretary of HHS has issued PREP Act declarations covering countermeasures for smallpox, mpox, and other orthopox; anthrax; and botulinum toxin. These declarations apply to certain of our products, namely BioThrax®, ACAM2000®, CYFENDUS®, raxibacumab, ANTHRASIL®, BAT® and CNJ-016® (VIGIV) products, as covered countermeasures. Manufacturers are not entitled to protection under the PREP Act in cases of willful misconduct or for cases brought in non-U.S. tribunals or under non-U.S. law. We cannot predict whether the Secretary of HHS will renew the declarations when they expire, whether Congress will fund the relevant PREP Act compensation programs, or whether the necessary prerequisites for immunity would be triggered with respect to our products or product candidates.

Additionally, certain of our products, namely BioThrax®, are under the SAFETY Act, which provides certain product liability limitations for qualifying anti-terrorism technologies for claims arising from or related to an act of terrorism. Although BioThrax® is designated and certified under the SAFETY Act, the law may not provide adequate protection from claims made against us.

If we cannot successfully defend ourselves against future claims that our products or product candidates caused injuries and if we are not entitled to indemnity by the USG, or the USG does not honor its obligations to us under the PREP Act or SAFETY Act, or if the liability protections under the PREP Act and SAFETY Act are not adequate to cover all claims, we may incur substantial liabilities. Regardless of merit or eventual outcome, product liability claims may result in:

•decreased demand or withdrawal of a product;

•injury to our reputation;

•withdrawal of clinical trial participants;

•costs to defend the related litigation;

•substantial monetary awards to trial participants or patients;

•loss of revenue; and

•an inability to commercialize products that we may develop.

The amount of insurance that we currently hold may not be adequate to cover all liabilities that we may incur. Further product liability insurance may be difficult and expensive to obtain. We may not be able to maintain insurance coverage at a reasonable cost and we may not be able to obtain insurance coverage that will be adequate to satisfy all potential liabilities. For example, we may not have sufficient insurance against potential liabilities associated with a possible large-scale deployment of BioThrax® vaccine as a countermeasure to a bioterrorism threat. We rely on PREP Act protection for BioThrax®, raxibacumab, ACAM2000®, CYFENDUS®, ~~Anthrasil~~ANTHRASIL®, BAT® and ~~VIGIV~~ CNJ-016® (VIGIV) products, and SAFETY Act protection for BioThrax® in addition to our insurance coverage to help mitigate our product liability exposure for these products. Additionally, potential product liability claims related to our commercial products, ~~including NARCAN® (naloxone HCl) Nasal Spray,~~ may be made by patients, health care providers or others who sell or consume these products. Such claims may be made even with respect to those products that possess regulatory approval for commercial sale. Claims or losses in excess of our product liability insurance coverage could have a material adverse effect on our business, financial condition, operating results and cash flows.

FINANCIAL RISKS

Our level of indebtedness and the terms of our indebtedness could adversely affect our business and liquidity position. We may not have sufficient cash flow from our operations to pay our substantial debt.

As described in Note 1011, “Debt” in the Notes to Consolidated Financial Statements in Part II, Item 8. of this Annual Report on Form 10-K, as of December 31, ~~2024~~2025, we have approximately $~~700~~589.07 million of total indebtedness, which includes our outstanding Senior Unsecured Notes.

Our level of indebtedness could have important consequences for us, including:

•limiting our ability to obtain additional financing, if needed, for working capital, capital expenditures, acquisitions, debt service requirements or other purposes;

•increasing our vulnerability to adverse economic, industry or competitive developments;

•limiting our flexibility in planning for, or reacting to, changes in our business and industry; and

•placing us at a competitive disadvantage compared to our competitors with less debt.

Our indebtedness may increase from time to time for various reasons, including fluctuations in operating results, working capital needs, capital expenditures, acquisitions and/or joint ventures. The cost and level of our debt could negatively impact our liquidity, future financing costs and financial results, while potential credit rating downgrades or adverse market conditions could increase borrowing costs or limit access to capital. Our cash flow and capital resources may not be sufficient to meet our debt obligations, and alternative financing measures may not be available on terms that are acceptable to us, or at all.

Our ability to service or refinance our debt depends on our future performance, which is subject to economic, financial, competitive and other factors beyond our control. We may also seek additional debt financing to support our ongoing activities or to provide additional financial flexibility. Debt financing can have significant adverse consequences for our business, including:

•requiring us to dedicate a substantial portion of cash flows from operations to payment on our debt, which would reduce available funds for other corporate initiatives;

•increasing the amount of interest that we have to pay on debt with variable interest rates, if market rates of interest increase, to the extent we are unable to offset such risk through our hedging instruments;

•subjecting us, as under our Senior Secured Credit Facilities and the indenture governing the Senior Unsecured Notes, to restrictive covenants that reduce our ability to take certain corporate actions, acquire companies, products or technology, or obtain further debt financing;

•requiring us to pledge our assets as collateral, which could reduce financial flexibility; and

•increasing our exposure to adverse economic and industry conditions, furthering disadvantaging us against our competitors that have less debt, better debt servicing options or stronger debt servicing capacity.

In addition, failure to comply with the covenants under our Senior Secured Credit Facilities and other debt agreements, including the maintenance of a specified gross leverage ratio, fixed charge coverage ratio and minimum liquidity level, could result in an event of default. An event of default could result in the acceleration of amounts due under a particular debt agreement and a cross-default and acceleration under other debt agreements. If such events occur, we may not have sufficient funds to pay or financing options to meet these obligations.

Our current indebtedness restricts and any additional debt financing may restrict the operation of our business and limit the cash available for investment in our business operations.

The Senior Secured Credit Facilities include the Term Loan Facility, which had an outstanding principal balance of $~~250~~150.0 million as of December 31, ~~2024~~2025, and the ability to borrow up to $100.0 million under the Revolving Credit Agreement (subject to certain adjustments described therein). In addition, we have outstanding an aggregate principal amount of $~~450~~439.07 million of our Senior Unsecured Notes. We may also seek additional debt financing to support our ongoing activities or to provide additional financial flexibility. Debt financing can have significant adverse consequences for our business, including:

•the level, timing and cost of product sales and Bioservices;

•the extent to which we acquire or invest in and integrate companies, businesses, products or technologies;

•the acquisition of new facilities and capital improvements to new or existing facilities;

•the payment obligations under our indebtedness;

•the scope, progress, results and costs of our development activities;

•our ability to obtain funding from collaborative partners, government entities and non-governmental organizations for our development programs;

•limiting the extent to which we may repurchase ~~common~~shares ~~stock~~of ~~under~~our ~~any~~common ~~future share repurchase program~~stock; and

•the costs of commercialization activities, including product marketing, sales and distribution.

In addition, our Senior Secured Credit Facilities and our Senior Unsecured Notes each contain cross-default provisions whereby a default under one agreement would likely result in cross defaults under agreements covering other indebtedness. For example, if we default under the Senior Secured Credit Facilities, the lenders would have the right to accelerate the repayment of borrowings under the Senior Secured Credit Facilities, which would result in a cross-default and acceleration of the Company’s obligations under the Senior Unsecured Notes. The occurrence of a default under any of these arrangements would permit the holders of the notes or the lenders under our Senior Secured Credit Facilities to declare all amounts outstanding under those borrowing arrangements to be immediately due and payable, and there is no assurance that we would have sufficient funds to satisfy any such accelerated obligations.

Our hedging programs have been, and any hedging program we initiate in the future will be, subject to counterparty default risk.

From time to time, we manage our interest rate risk in part by entering into interest rate swaps with a number of counterparties to swap a portion of our indebtedness that is based on variable interest rates to a fixed rate. As a result, when we are party to such interest rate swaps, we are subject to the risk that the counterparty to one or more of these contracts defaults on its performance under the contract. During an economic downturn, the counterparty's financial condition may deteriorate rapidly and with little notice and we may be unable to take action to protect our exposure. In the event of a counterparty default, we could incur losses, which may harm our business and financial condition. In the event that one or more of our counterparties becomes insolvent or files for bankruptcy, our ability to eventually recover any losses suffered as a result of that counterparty's default may be limited by the liquidity of the counterparty.

We may be unable to continue to progress on or implement our strategic plans and sustain our current operating performance, in which case our business, results of operations, financial condition and prospects could be adversely affected, and which may give rise to substantial doubt regarding our ability to continue as a going concern.

As of December 31, ~~2024~~2025, we had unrestricted cash and cash equivalents of $99205.54 million and remaining capacity under the Revolving Credit Agreement of $100.0 million. Also as of December 31, ~~2024~~2025, we had borrowings of $~~250~~150.0 million on our Term Loan Facility and $~~450~~439.07 million of Senior Unsecured Notes outstanding. The Company may be unable to comply with debt covenants in future periods without additional sources of liquidity.

If our capital resources are insufficient to meet our future capital requirements, we will need to finance our cash needs through public or private equity or debt offerings, bank loans or collaboration and licensing arrangements. ~~Our~~In ~~Registration~~August ~~Statement~~2025, we filed a shelf registration statement on Form S-3, ~~that~~which ~~related~~was todeclared ~~our~~effective ~~ATM Program expired~~ on August 915, ~~2024.~~2025 ~~We cannot sell any shares under~~ (the ~~ATM~~"Shelf ~~Program~~Registration ~~until~~Statement"). aThe ~~new~~Shelf Registration Statement onallows ~~Form~~us ~~S-3~~to issell ~~filed~~from ~~and~~time ~~becomes~~to ~~effective.~~time ~~There~~up ~~can~~to be$250 nomillion ~~assurance~~of ~~that~~common westock, ~~will~~preferred ~~have~~stock, ~~such~~warrants, adebt ~~shelf~~securities, ~~registration~~depositary ~~statement become effective in the future~~shares, ~~which~~rights ~~may~~to ~~inhibit~~purchase ~~our~~common ~~ability~~stock toand ~~access~~units ~~the~~that ~~capital~~include ~~markets~~any toof ~~raise~~these ~~funds~~securities.

If we raise funds by issuing equity securities, including through a ~~new shelf~~ registrations statement, our stockholders may experience dilution. Debt financing, if available, may involve agreements that include covenants, like those contained in our Senior Secured Credit Facilities and the indenture governing the Senior Unsecured Notes, limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures, pursuing acquisition opportunities or declaring dividends. If we raise funds through collaboration and licensing arrangements with third parties, it may be necessary to relinquish valuable rights to our technologies or product candidates or grant licenses on terms that may not be favorable to us. Our Senior Secured Credit Facilities as well as the indenture governing the Senior Unsecured Notes may restrict our ability to incur additional indebtedness.

Economic conditions may make it difficult to obtain financing on attractive terms, or at all. If financing is unavailable or lost, our business, operating results, financial condition and cash flows would be adversely affected, and we could be forced to delay, reduce the scope of or eliminate many of our planned activities.

We may not maintain profitability in future periods or on a consistent basis.

Our profitability has been substantially dependent on product sales, which historically have fluctuated significantly from quarter to quarter, and we expect that they will continue to fluctuate significantly based primarily on the timing of our fulfillment of orders from the USG. We may not be able to achieve consistent profitability on a quarterly basis or sustain or increase profitability on an annual basis.

Impairment charges to our intangible assets or property, plant and equipment could have a material adverse effect on our business, results of operations and financial condition.

In accordance with GAAP, we are required to assess the value of our intangible assets and goodwill annually, or more frequently whenever events or changes in circumstances indicate potential impairment, such as changing market conditions or any changes in key assumptions. If the testing performed indicates that an asset may not be recoverable, we are required to record a non-cash impairment charge for the difference between the carrying value of the asset and its implied fair value in the period the determination is made.

We also periodically monitor the remaining net book values of our property, plant and equipment, or whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. For example, we performed recoverability tests on the Bayview and Rockville asset groups within the Bioservices reporting unit during the three months ended June 30, 2024, and recognized a non-cash impairment charge of $27.2 million during the three months ended June 30, 2024 related to certain Bioservices long-lived assets.

We have a significant amount of intangible assets and property, plant and equipment on our balance sheet. The impairment tests require us to make an estimate of the fair value of our reporting units. An impairment could be recorded as a result of changes in assumptions, estimates or circumstances, some of which are beyond our control. Since a number of factors may influence determinations of fair value, we are unable to predict whether impairments of intangible assets and property, plant and equipment will occur in the future, and we can provide no assurance that continued conditions will not result in future impairments of these assets. The future occurrence of a potential indicator of impairment could include matters such as (i) a decrease in expected net earnings, (ii) adverse equity market conditions, (iii) a decline in current market multiples, (iv) a decline in our common stock price, (v) a significant adverse change in legal factors or the general business climate, and (vi) an adverse action or assessment by a regulator. Any such impairment would result in us recognizing a non-cash charge in our Consolidated Balance Sheets, which could adversely affect our business, results of operations and financial condition.52

~~The~~We ~~accuracy~~have a significant amount of ~~our~~intangible ~~financial~~assets ~~reporting~~and ~~depends~~property, plant and equipment on our balance sheet and in the ~~effectiveness~~past have been required to recognize non-cash impairment charges. The impairment tests require us to make an estimate of ~~our~~the ~~internal~~fair ~~control~~value ~~over~~of ~~financial~~our reporting units. ~~Any~~An ~~material~~impairment ~~weakness~~could be recorded as a result of changes in ~~our~~assumptions, ~~internal~~estimates or circumstances, some of which are beyond our control. ~~over~~Since ~~financial~~a ~~reporting~~number of factors may influence determinations of fair value, we are unable to predict whether impairments of intangible assets and property, plant and equipment will occur in the future, and we can provide no assurance that continued conditions will not result in future impairments of these assets. The future occurrence of a potential indicator of impairment could ~~have~~include anmatters such as (i) a decrease in expected net earnings, (ii) adverse ~~effect~~equity onmarket conditions, (iii) a decline in current market multiples, (iv) a decline in our common stock price, (v) a significant adverse change in legal factors or the general business climate, and ~~financial~~(vi) an adverse action or assessment by a regulator. Any such impairment would result in us recognizing a non-cash charge in our Consolidated Balance Sheets, which could adversely affect our business, results of operations and ~~our~~financial condition.

50The accuracy of our financial reporting depends on the effectiveness of our internal control over financial reporting. Any material weakness in our internal control over financial reporting could have an adverse effect on our business and financial results and our ability to meet our reporting obligations could be negatively affected, each of which could negatively affect the trading price of our common stock.

ability to meet our reporting obligations could be negatively affected, each of which could negatively affect the trading price of our common stock.

Internal control over financial reporting can provide only reasonable assurance with respect to the preparation and fair presentation of financial statements and may not prevent or detect misstatements. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. Failure to maintain effective internal control over financial reporting, or lapses in disclosure controls and procedures, could impact our financial information and disclosures, require significant resources to remediate, and expose us to legal or regulatory proceedings.

We regularly review and update our internal controls and disclosure controls and procedures. In addition, we are required under the Sarbanes-Oxley Act of 2002 to report annually on our internal control over financial reporting.

The expansion of our international operations increases our risk of exposure to credit losses.

As we continue to expand our business activities with foreign governments in certain countries that have experienced deterioration in credit and economic conditions or otherwise, our exposure to uncollectible accounts will rise. Global economic conditions and liquidity issues in certain countries have resulted and may continue to result in delays in the collection of accounts receivable and may result in credit losses. Future governmental actions and customer specific actions may require us to re-evaluate the collectability of our accounts receivable and we may potentially incur credit losses that materially impact our operating results.

RISKS RELATED TO STRATEGIC ACQUISITIONS, DIVESTITURES AND COLLABORATIONS

We may not be successful in identifying, structuring or acquiring businesses and products to drive our growth.

We may not be successful in identifying, effectively evaluating, structuring, acquiring or in-licensing, and developing and commercializing additional products on favorable terms, or at all. Competition for attractive product opportunities is intense and may require us to devote substantial resources, both managerial and financial, to an acquisition opportunity. A number of more established companies are also pursuing strategies to acquire or in-license products in the biopharmaceutical field. These companies may have a competitive advantage over us due to their size, cash resources, cost of capital, effective tax rate ~~and~~or greater clinical development and commercialization capabilities.

Acquisition efforts can consume significant management attention and require substantial expenditures, which could detract from our other programs. In addition, we may devote significant resources to potential acquisitions that are never completed. Even if we are successful in acquiring a company or product, it may not result in a successfully developed or commercialized product or, even if an acquired product is commercialized, competing products or technologies could render a product noncompetitive, uneconomical or obsolete. Moreover, the cost of acquiring other companies or in-licensing products could be substantial, and in order to acquire companies or new products, we may need to incur substantial debt or issue dilutive securities.

If we are unsuccessful in our efforts to identify and acquire other companies, products, or in-license and develop additional products, or if we acquire or in-license unproductive assets, it could have a material adverse effect on the growth of our business, and we could be compelled to record significant impairment charges to write-down the carrying value of our acquired intangible assets, which could materially harm our business, financial condition, operating results and cash flows.

Our failure to successfully integrate acquired businesses and/or assets into our operations could adversely affect our ability to realize the benefits of such acquisitions and, therefore, to grow our business.

We may not be able to integrate any acquired business successfully or operate any acquired business profitably. In addition, cost synergies, if achieved at all, may be less than we expect, or may take greater time to achieve than we anticipate.

Issues that could delay or prevent successful integration or cost synergies of an acquired business or products include, among others:

•retaining existing customers and attracting new customers;

•retaining key employees;

•diversion of management attention and resources;

•conforming internal controls, policies and procedures, business cultures and compensation programs;

•consolidating corporate and administrative infrastructures;

•successfully executing technology transfers and obtaining required regulatory approvals;

•consolidating sales and marketing operations;

•identifying and eliminating redundant and underperforming operations and assets;

•assumption of known and unknown liabilities;

•coordinating geographically dispersed organizations;

•managing tax costs or inefficiencies associated with integrating operations; and

•risks associated with intellectual property rights related to an acquisition or collaboration, including but not limited to, license rights, freedom-to-operate, litigation, and loss of proprietary confidential information, know-how, and trade secrets.

If we are unable to successfully integrate pending and future acquisitions with our existing businesses, or operate any acquired business profitably, we may not obtain the advantages that the acquisitions were intended to create, which may materially adversely affect the growth of our business, financial condition, operating results and cash flows.

WeDivestitures ~~may~~and ~~not~~sales ~~realize the expected benefits~~ of ~~the~~assets ~~sale~~could ofnegatively impact our ~~travel health~~ business ~~to Bavarian Nordic~~, ~~the~~and ~~sale~~retained ofliabilities ~~RSDL®~~from tobusinesses ~~SERB,~~or ~~and~~assets ~~the~~that ~~sale~~we ofhave ~~our~~sold ~~drug~~could ~~product~~adversely ~~facility~~affect inour ~~Baltimore-Camden~~financial ~~to Bora~~results.

OnIn ~~May~~connection ~~15,~~with ~~2023, pursuant to~~ the ~~Purchase~~execution ~~and Sale Agreement, we completed the previously announced sale to Bavarian Nordic~~ of our ~~travel~~multi-year ~~health~~strategic ~~business,~~plan ~~including rights~~ to ~~Vaxchora® and Vivotif®~~stabilize, asturnaround ~~well~~and astransform ~~our~~the ~~development-stage chikungunya vaccine candidate CHIKV VLP~~Company, ~~our~~we ~~manufacturing~~have ~~site~~completed inseveral ~~Bern,~~divestitures ~~Switzerland~~ and ~~certain~~sales of ~~our~~assets. ~~development~~These ~~facilities~~divestitures inand ~~San~~asset ~~Diego,~~sales ~~California~~pose ~~for~~risks aand ~~cash~~challenges ~~purchase~~that ~~price~~could ofnegatively ~~$270.2 million,~~impact ~~subject~~our ~~to certain customary adjustments. In addition~~business, weincluding ~~may~~retained ~~receive~~liabilities ~~milestone payments of up to $80.0 million~~ related to ~~the~~divested ~~development~~businesses ~~of CHIKV VLP~~ and ~~receipt~~sold ~~of marketing approval and authorization in the U.S. and Europe~~assets, ~~and~~obligations ~~sales-based milestone payments of up~~ to ~~$30.0 million~~indemnify ~~based~~buyers onagainst ~~aggregate~~contingent ~~net~~liabilities ~~sales of Vaxchora®~~ and ~~Vivotif®~~potential indisputes ~~calendar~~with ~~year 2026~~buyers.

OnIf ~~June~~post-completion 20liabilities and obligations related to divestitures and asset sales are substantial and exceed our expectations, ~~2024~~our financial position, ~~Cangene~~results ~~bioPharma~~of ~~LLC~~operations ~~(“Cangene”),~~and cash flows could be negatively impacted. Any divestiture or asset sale may result in a ~~subsidiary~~dilutive ofimpact ~~the~~to ~~Company~~our ~~(together~~future ~~with~~earnings ~~Cangene,~~if we are unable to offset the ~~“Seller”),~~dilutive ~~entered~~impact ~~into~~from anthe ~~Asset~~loss ~~Purchase~~of ~~Agreement~~revenue ~~with~~and ~~Bora,~~profits ~~under~~associated ~~which~~with the ~~Seller~~divestiture or sold ~~its~~asset, ~~drug~~as ~~product~~well ~~facility~~as insignificant ~~Baltimore~~write-~~Camden~~offs, ~~for~~including athose ~~cash~~related ~~purchase~~to ~~price~~goodwill ofand ~~approximately~~other ~~$35.0 million.~~intangible ~~The~~assets, ~~transaction~~which ~~closed~~could have a material adverse effect on ~~August~~our ~~20,~~results ~~2024.~~of operations and financial condition.

On July 31, 2024, we entered into the Stock and Asset Purchase Agreement with SERB Pharmaceuticals, through its wholly owned subsidiary BTG International Inc. (collectively, “SERB”), pursuant to which, among other things, we sold our worldwide rights to RSDL®, to SERB (the “RSDL® Transaction”) for a cash purchase price of $75.0 million, exclusive of customary closing adjustments related to inventory. In addition, SERB will pay us a $5.0 million payment upon achievement of a milestone relating to sourcing of a certain component of RSDL® decontamination lotion. The Transaction also included the sale to SERB of all the outstanding capital stock of Emergent Protective Products USA Inc. (“EPPU”), a wholly owned subsidiary of the Company, which leases a manufacturing facility in Hattiesburg, Mississippi, as well as certain assets related to RSDL®, including intellectual property rights, contract rights, inventory and marketing authorizations. In addition, the employees of EPPU joined SERB in connection with the RSDL® Transaction.54

There can be no assurance that we will be able to realize in full the expected benefits of these transactions, including as to whether any milestone payments will be received. If we are unable to or do not realize the expected strategic, economic, or other benefits of these transactions, it could adversely affect our business and financial position.

RISKS RELATED TO OWNERSHIP OF OUR COMMON STOCK

Our business or our share price could be negatively affected as a result of the actions of stockholders.

In recent years, some stockholders have placed increasing pressure on publicly traded companies in our industry and others to effect changes to corporate governance practices, executive compensation practices, social and environmental practices, disclosures related to certain matters and to undertake certain corporate actions. ~~This~~Stockholders may beadvocate ~~true~~for ~~even~~companies ifto ~~they~~take ~~only~~varied, ~~hold~~and aat ~~minority~~times ~~of shares. In addition~~conflicting, ~~certain~~approaches ~~institutional~~toward ~~investors~~these ~~may continue to focus on sustainability and corporate responsibility factors~~issues. ~~These~~In ~~investors~~this ~~may~~dynamic belandscape, ~~seeking~~we ~~enhanced ESG disclosures or to implement policies adverse to our business. There~~ can beprovide no ~~assurances~~assurance that stockholders will not publicly advocate for us to make ~~corporate~~changes ~~governance~~to ~~changes~~one or more of these areas or to engage, or not to engage, in certain corporate actions. Responding to challenges from stockholders, such as ~~proxy~~stockholder ~~contests~~proposals, media campaigns, proxy contests or other public or private means, could be costly and time consuming and could have an adverse effect on our reputation and divert the attention and resources of management and our board of directors, which could have an adverse effect on our business and operational results. Any such stockholder actions or requests, or the mere public presence of stockholders with a reputation for taking such actions among our investor base, could also cause the market price of our common stock to experience periods of ~~significant~~increased volatility.

Provisions in our certificate of incorporation and by-laws and under Delaware law may discourage acquisition proposals, delay a change in control or prevent transactions that stockholders may consider favorable.

Provisions in our certificate of incorporation and by-laws may discourage, delay or prevent a merger, acquisition or other changes in control that stockholders may consider favorable, including transactions in which stockholders might otherwise receive a premium for their shares. These provisions may also prevent or frustrate attempts by our stockholders to replace or remove our management.

These provisions include:

•the classification of our directors;

•limitations on changing the size of our board of directors;

•limitations on the removal of directors;

•limitations on filling vacancies on the board of directors;

•advance notice requirements for stockholder nominations of candidates for election to the board of directors and other proposals to be voted on at meetings of stockholders;

•the inability of stockholders to act by written consent;

•the inability of stockholders to call special meetings; and

•the ability of our board of directors to designate the terms of and issue a new series of preferred stock without stockholder approval.

The affirmative vote of a majority of our board of directors or the holders of our capital stock representing at least 75% of the voting power of all outstanding stock entitled to vote is required to amend or repeal the above provisions of our certificate of incorporation or by-laws. The affirmative vote of either a majority of the directors present at a meeting of our board of directors or holders of our capital stock representing at least 75% of the voting power of all outstanding stock entitled to vote is required to amend or repeal our by-laws.

In addition, we are subject to Section 203 of the Delaware General Corporation Law ("Section 203"). In general and subject to certain exceptions, Section 203 prohibits a publicly-held corporation from engaging in a business combination with an interested stockholder, generally a person which, together with its affiliates, owns or within the last three years has owned 15% or more of the corporation's voting stock, for a period of three years after the date of the transaction in which the person became an interested stockholder, unless the business combination is approved in a prescribed manner. Accordingly, Section 203 may discourage, delay or prevent a change in control of us.

Our board of directors may adopt a new stockholder rights plan without stockholder approval, which could prevent a change in control of us in instances in which some stockholders may believe a change in control is in their best interests.

Our board of directors may adopt a stockholder rights plan without stockholder approval, which may have anti-takeover effects, potentially preventing a change in control of us in instances in which some stockholders may believe a change in control is in their best interests. This could cause substantial dilution to a person or group that attempts to acquire us on terms that our board of directors does not believe are in our best interests or those of our stockholders and may discourage, delay or prevent a merger or acquisition that stockholders may consider favorable, including transactions in which stockholders might otherwise receive a premium for their shares.

Our stock price is volatile, and purchasers of our common stock could incur substantial losses.

~~Our~~The ~~stock~~ price of our common stock has been, and is likely to continue to be, volatile. The market price of our common stock could fluctuate significantly for many reasons, including in response to the risks described in this “Risk Factors” section, or for reasons unrelated to our operations, such as reports by industry analysts, investor perceptions or negative announcements by our customers, competitors or suppliers regarding their own performance, as well as industry conditions and general financial, economic and political instability. ~~For~~From ~~the five-year period beginning~~ January 1, ~~2020~~2023 ~~and~~through ~~ending~~ December 31, ~~2024~~2025, our common stock traded as high as $~~134~~16.9466 per share and as low as $1.5042 per share. The market price of our common stock may be influenced by many factors, including, among others:

•contracts, decisions and procurement policies by the USG, and the addition or loss of any other customer affecting our anthrax vaccines and our other products and product candidates;

•CDMO contracts with collaboration partners;

•the success of competitive products or technologies;

•results of clinical and non-clinical trials of our product candidates;

•announcements of acquisitions, financings or other transactions by us;

•~~litigation~~current or future litigation, legal proceedings, or governmental investigations;

•regulatory or public concern as to the safety of our products;

•termination or delay of a development program;

•the recruitment or departure of key personnel;

•variations in our product revenue and profitability; and

•the other factors described in this “Risk Factors” section.

Because we currently do not pay dividends, investors will benefit from an investment in our common stock only if it appreciates in value.

We currently do not pay dividends on our common stock. Our Senior Secured Credit Facilities and the indenture governing our Senior Unsecured Notes limit and any future debt agreements that we enter into may limit our ability to pay dividends. As a result, capital appreciation, if any, of our common stock will be the sole source of gain for our stockholders based on current expectations.

Future sales of our common stock or other securities convertible into common stock, or the perception that such sales or issuances could occur, could result in dilution of our stockholders and could cause our share price to decline.

Our board of directors is authorized, without stockholder approval, to cause us to issue additional shares of our common stock or to raise capital through the issuance of preferred shares or the sale of debt securities that are convertible into common stock, options, warrants and other rights, on terms and for consideration as our board of directors in its sole discretion may determine. We may require or desire additional funding in the future and we may seek to achieve such funding through future sales of our common stock or other securities convertible into our common stock. Sales of substantial amounts of our common stock or the issuance of preferred shares, convertible debt, options, restricted stock units, performance stock units, warrants and other rights, or the perception that such sales or issuances could occur could cause the market price of our common stock to decrease significantly. As of December 31, ~~2024~~2025, we had 5452,~~329~~132,~~542~~099 shares of common stock issued and outstanding. We cannot predict the effect, if any, of future sales of our common stock or any preferred shares, convertible debt securities, options, restricted stock units, performance stock units, warrants or other rights or the availability of our common stock for future sales on the value of our common stock.

We cannot guarantee that our 2025 Share Repurchase Program will be utilized in full, or at all, or that our 2025 Share Repurchase Program will enhance long-term stockholder value.

Our Board of Directors authorized the 2025 Share Repurchase Program for up to $50.0 million of the Company’s common stock through March 27, 2026, and through December 31, 2025 we repurchased approximately $25.1 million under the Share Repurchase Program. In February 2026, the Company reauthorized the 2025 Share Repurchase Program for the repurchase of up to $50.0 million of the Company's common stock through March 31, 2027. Any share repurchases will depend upon, among other factors, market conditions, the market price of the Company’s common shares, macroeconomic environment and other investment opportunities. The existence of the 2025 Share Repurchase Program could cause our stock price, in certain cases, to be higher or lower than it otherwise would be and could potentially reduce the market liquidity or have other unintended consequences for our stock. We can provide no assurance that we will repurchase shares of our common stock at favorable prices, if at all. Although the 2025 Share Repurchase Program is intended to enhance long-term stockholder value, we can provide no assurance it will do so. The 2025 Share Repurchase Program does not obligate the Company to acquire any particular amount of common stock and it may be suspended or discontinued, or the amount to be spent by the Company to repurchase shares could be reduced, at any time at the Company’s discretion. Any decision to reduce or discontinue repurchasing shares of our common stock pursuant to our 2025 Share Repurchase Program could cause the market price for our common stock to decline and may negatively impact our reputation and investor confidence in us.

GENERAL RISK FACTORS

Our success is dependent on our continued ability to attract, motivate and retain key personnel, and any failure to attract or retain key personnel may negatively affect our business.

Because of the specialized scientific nature of our business, our ability to develop products and to compete with our current and future competitors largely depends upon our ability to attract, retain and motivate highly qualified managerial and key scientific and technical personnel (including quality and manufacturing personnel). If we are unable to retain the services of one or more of the principal members of senior management or other key employees, our ability to implement our business strategy could be materially harmed. From time to time, there may be changes in our senior management team resulting from the hiring or departure of executives. ~~For example, we hired a new Chief Executive Officer in February 2024. Our Chief Executive Officer is critical to executing on and achieving our vision, strategic direction, and business objectives.~~ In addition, we face intense competition for qualified employees from biopharmaceutical companies, research organizations and academic institutions. Attracting, retaining or replacing these personnel on acceptable terms may be difficult and time-consuming given the high demand in our industry for similar personnel. We believe part of being able to attract, motivate and retain personnel is our ability to offer a competitive compensation package, including equity incentive awards. If we cannot offer a competitive compensation package to attract and retain the qualified personnel necessary for the continued development of our business, we may not be able to maintain our operations or grow our business.

5457

ITEM 1B. UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 1C. CYBERSECURITY

CYBERSECURITY

The Company’s cybersecurity program is aligned and integrated into the overall company risk management process through its Enterprise Risk Management ~~Program~~ ("ERM") Program . At Emergent, ERM is a centralized process that prioritizes, and groups the top risks to our organization into 12 categories, one of which is Cybersecurity. We conduct an Enterprise Risk Assessment ("ERA") annually to proactively identify, assess, respond, monitor, and report risks to our enterprise. Identified risks are assessed and we accordingly will either accept the risk or take action to reduce or avoid the risk. Mitigations against risks are developed, as necessary, and all risks are monitored, reviewed quarterly, and reported to executive leadership and the Board of Directors.

The ERM program and ERA process is described in the Company’s Enterprise Risk Management Policy ~~which was released this year~~. The program includes enterprise level risks grouped in 12 risk categories. Cybersecurity is included as a standing risk category. The ERM program does not itself independently review cybersecurity policies and practices. ~~In first quarter 2024,~~ ERM, in collaboration with Emergent’s Policy and Training Center of Excellence, ~~provided~~provides training on Emergent’s Enterprise Risk Management Policy to all employees who are at the vice president level and above. As part of our ongoing ~~Enterprise Risk Management ("~~ERM") enhancements, our ERM intranet page was launched in 2024 to centralize risk-related resources and policies. ~~During~~The ~~the~~Company ~~third~~periodically ~~quarter~~performs ~~of 2024,~~ a comprehensive reassessment of the Company's enterprise risks ~~was conducted~~, with results thoroughly reviewed and communicated to executive leadership (VP and above) to align on key risks and strategic priorities. Annually, we provide an ERM training to all participants in advance of the Company's annual ERA. Full retraining on the ERM policy will occur every three years. The Company leverages the Committee of Sponsoring Organizations’("COSO") guidelines as the foundation for our ERM program and leverage external expertise.

The Company proactively reviews ~~threats~~the threat landscape, impacts to the company, and ~~address~~addresses any gaps where necessary. Also, we maintain security operations metrics and incident response plan and conduct tabletop exercises. The Company engages outside consultants to review both its Cybersecurity posture, and maturity, and to perform ~~for a~~ cyber assessments offor the Company’s manufacturing/operational technology environments. The Company ~~has~~utilizes aits ~~process~~Third-Party inRisk ~~place~~Management Assessment Process to oversee and identify material risks from cybersecurity threats associated with its use of any third-party service provider~~, namely its Third-Party Risk Management Assessment Process~~. We utilize the NIST framework, ~~when~~which ~~assessing third parties. The framework~~ covers 23 categories. When applicable, we may ~~request~~inquire if the third -party vendor is SOC1/2, GDPR, certified. Additionally, the Company maintains a cybersecurity insurance ~~policy~~ to help mitigate the impacts of potential cybersecurity incidents.

The Company’s Senior Vice President and Chief Information Officer, who is currently acting as the Company's interim Chief Information Security Officer (“CISO”), is responsible for assessing and managing the Cybersecurity risks with comprehensive oversight of information security functions with an emphasis on strategic leadership, governance, risk management and technical proficiency. The Company is actively in the process of identifying a permanent CISO. Moreover, the Company’s CISO provides cybersecurity updates to the entire board of directors and the board's Quality, Compliance, ~~Management~~Manufacturing and Risk Management Committee (the "Committee"). The purpose of the Committee is to assist the Board in fulfilling its oversight responsibilities relating to the Company’s compliance with laws, regulations, and industry standards that, if breached, may cause significant business, regulatory, or reputational damage to the Company, including oversight of the Company's:

•Compliance with good (“x” = manufacturing, clinical, laboratory, pharmacovigilance, storage, distribution etc.) (GxP) and medical device Quality Management Systems Regulations (~~QSR~~QMSR);

•Healthcare compliance, anti-corruption, privacy and data security landscape, medical product safety, supply chain, employee health and safety, political expenditures and lobbying activities, and government contracting;

•~~Enterprise~~ERM ~~Risk Management~~ program; and

•Cyber and information security risks.

The Committee is the primary oversight body to monitor the Company’s cybersecurity and related information technology risks and receives periodic updates from Company management (including, the Chief Information Officer and the interim CISO) on the Company’s policies, processes, procedures, and any significant developments related to the identification, mitigation, and remediation of cybersecurity risks. The Chair or Vice-Chair of the Committee ~~meet~~meets as necessary with the Chief Information Officer and the interim CISO to engage in a more detailed review of the Company’s cybersecurity and information security activities. The Committee charter also requires that the Committee ensure that Company management provides an annual cyber and information security update to the Board of Directors. Current Committee members are: Zsolt Harsanyi, Ph.D., Sujata Dayal, Don DeGolyer and Kathryn C. Zoon, Ph.D., all of whom are independent directors. The interim CISO reports to the Committee twice per year and also reports to the Board twice per year.

5558

The Company's ~~CISO~~has not incurred a material cybersecurity incident over the past three years. The Company is ~~certified~~not inaware ~~Risk~~that ~~and~~any ~~Information~~risks ~~Systems~~from ~~Control®~~cybersecurity ~~(CRISC)~~threats, ~~and~~including ~~Certified~~because ~~Information~~of ~~Privacy~~any ~~Professional/United~~previous ~~States~~cybersecurity ~~(CIPP/US)~~incidents, have materially affected or are reasonably likely to materially affect the company. For additional information related to cybersecurity related risks, refer to Part 1 Item 1A. Risk Factors. The ~~CISO~~Company ~~reports~~proactively reviews threats landscape, impacts to the ~~Quality~~company, ~~Compliance~~and ~~Management~~address ~~Risk~~any ~~Committee~~gaps ~~twice~~where ~~per~~necessary. ~~year~~Also, we maintain security operations metrics, incident response plan, conduct tabletop exercises and ~~also~~perform ~~reports~~an tointernal phishing campaign and awareness program. In addition, the ~~Board~~Company ~~twice~~has managed Security Service Provider (MSSP) that maintains 24 hours per ~~year.~~day, 7 days per week, monitoring of the Company's environment.

The Company has not incurred material cybersecurity incidents over the past three years. The Company is not aware that any risks from cybersecurity threats, including because of any previous cybersecurity incidents, have materially affected or are reasonably likely to materially affect the company. The Company proactively reviews threats landscape, impacts to the company, and address any gaps where necessary. Also, we maintain security operations metrics, incident response plan and conduct tabletop exercises. In addition, the Company has: 59

•Managed Security Service Provider (MSSP) that maintains 24 hours per day, 7 days per week, monitoring of the Company's environment; and

•Performed an internal phishing campaign and awareness program.

ITEM 2. PROPERTIES

We own and lease approximately 1.20 million square feet of building space for development and manufacturing, laboratories, fill/finish facility services, offices and warehouse space for the conduct of our businesses at 1211 locations in North America and Europe. Properties that have been leased expire on various dates between ~~2025~~2026 and 2034. Principal locations include:

Location

Use

Approximate square feet

Owned/leased

Operating Segment

Lansing, Michigan

Manufacturing operations, office and laboratory space.

336,000

Owned

Products & Services

Winnipeg, Manitoba, Canada

Manufacturing operations, office and laboratory space.

160,000 (Owned); 15,800 (Leased)

Owned/Leased

Products & Services

Gaithersburg, Maryland

Laboratory space, office space and rental real estate.

173,000 (Owned);11,547 (Leased)

Owned/Leased

Products & Services

Canton, Massachusetts

Manufacturing operations and warehouse space.

47,000 (Owned); 27,000 (Leased)

Owned/Leased

Products & Services

Baltimore, Maryland (Bayview)

Manufacturing facilities, office and laboratory space.

112,000

Owned

Products & Services

Elkridge, Maryland

Warehouse space.

103,182

Leased

Products & Services

Rockville, Maryland

Manufacturing facilities, office and warehouse space.

84,295

Owned

Products & Services

Each property is considered to be in good condition, adequate for its purpose, and suitably utilized according to the individual nature and requirements of the relevant operations. Our policy is to improve and replace property as considered appropriate to meet the needs of the individual operations.

ITEM 3. LEGAL PROCEEDINGS

See Item 8 of Part II, “Financial Statements and Supplemental Data — Notes to Consolidated Financial Statements" — Note 1920, "Litigation."

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable

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PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information and Holders

Our common stock trades on the New York Stock Exchange under the symbol "EBS".

As of February 2519, ~~2025~~2026, the closing price per share of our common stock on the New York Stock Exchange was $710.2199 and we had 4146 holders of record of our common stock. This number does not include beneficial owners whose shares are held by nominees in street name.

Purchases of Equity

In March 2025, the Company announced that its Board of Directors authorized the repurchase of up to $50.0 million of the Company’s common stock (the “2025 Share Repurchase Program”) on or before March 27, 2026. In February 2026, the Company reauthorized the 2025 Share Repurchase Program for the repurchase of up to $50.0 million of the Company's common stock through March 31, 2027. Repurchases under the 2025 Share Repurchase Program may be made from time to time on the open market or in privately negotiated transactions. The timing and amount of any shares repurchased will be determined by the Company’s management based on its evaluation of market conditions and other factors, including the market price of the Company’s common stock, macroeconomic environment and other investment opportunities, consistent with applicable law. The 2025 Share Repurchase Program may be suspended or discontinued at any time.

The table below presents information regarding shares of our common stock that we repurchased during the three months ended December 31, 2025 under the 2025 Share Repurchase Program:


Issuer Purchases of Equity Securities
Periods	Total Number of Shares Purchased	Average Price Paid Per Share (1)		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs (2)
October 1, 2025 - October 31, 2025	336,872	$	9.45	336,872	$	30,804,402
November 1, 2025 - November 30, 2025	272,921	$	10.35	272,921	$	27,945,048
December 1, 2025 - December 31, 2025	253,261	$	11.93	253,261	$	24,887,579
Total	863,054			863,054


(1) Exclusive of commissions and nondeductible 1% excise tax, which excise was imposed pursuant to the Inflation Reduction Act of 2022.
(2) Dollar amounts presented are inclusive of commissions and nondeductible 1% excise tax.

Dividend Policy

We have not declared or paid any cash dividends on our common stock since becoming a publicly traded company in November 2006. We currently have no plans to pay dividends.

The remaining information required by Item 5 is hereby incorporated by reference from our Definitive Proxy Statement relating to our ~~2025~~2026 Annual Meeting of the Stockholders, to be filed with the SEC within 120 days following the end of our fiscal year.

Stock Performance Graph

The following graph provides a comparison of five year cumulative total stockholder returns of Emergent BioSolutions Inc.'s common stock, the Standard & Poor’s ("S&P") 500 Stock Index, the Russell 2000 Index, the S&P SmallCap 600 Index, the S&P Pharmaceuticals Index and the S&P Biotechnology Index. The annual changes for the five-year period shown on the graph are based on the assumptions that $100 had been invested in Emergent BioSolutions Inc.'s common stock and each index on December 31, ~~2019~~2020, all fiscal years end December 31st and all dividends were reinvested.

	Market Performance
Company / Index	~~2019~~2020		~~2020~~2021		~~2021~~2022		~~2022~~2023		~~2023~~2024		~~2024~~2025
Emergent BioSolutions Inc.	$	100.00	$	~~166~~48.0852	$	8013.5718	$	212.8968	$	410.4567	$	1713.7279
S&P 500	$	100.00	$	~~118~~128.4071	$	~~152~~105.3940	$	~~124~~133.7910	$	~~157~~166.5940	$	~~197~~196.0216
Russell 2000	$	100.00	$	~~119~~114.9682	$	~~137~~91.7435	$	~~109~~106.5982	$	~~128~~119.14	$	~~142~~134.9340
S&P SmallCap 600	$	100.00	$	~~111~~126.2982	$	~~141~~106.1340	$	~~118~~123.4148	$	~~137~~134.4222	$	~~149~~142.3730
S&P 500 Pharmaceuticals	$	100.00	$	~~107~~125.5375	$	~~135~~136.2138	$	~~146~~136.6584	$	~~147~~148.1306	$	~~159~~188.2127
S&P 500 Biotechnology	$	100.00	$	~~108~~112.6313	$	~~121~~129.8067	$	~~140~~134.8565	$	~~146~~135.2754	$	~~147~~171.2444

ITEM 6. [RESERVED]

5962

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations for each of the two years in the period ended December 31,2025 should be read in conjunction with our consolidated financial statements and accompanying notes and other financial information included elsewhere in this Annual Report on Form 10-K (this “Annual Report”). For a similar discussion and analysis of our results for the year ended December 31, 2024 compared to our results for the year ended December 31, 2023, refer to Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report for the year ended December 31, 2024, filed with the United States (“U.S.”) Securities and Exchange Commission (“SEC”) on March 3, 2025. Some of the information contained in this discussion and analysis or set forth elsewhere in this Annual Report includes information with respect to our plans and strategy for our business and financing, as well as forward-looking statements that involve risks and uncertainties. You should carefully review the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in this Annual Report for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

BUSINESS OVERVIEW

Emergent BioSolutions Inc. (“Emergent,” the “Company,” “we,” “us,” and “our”) is a global life sciences company focused on providing innovative preparedness and response solutions addressing accidental, deliberate, and naturally occurring Public Health Threats (“PHTs”). The Company's solutions include a product portfolio, a product development portfolio, and a contract development and manufacturing services (“CDMO”) portfolio.

We are currently focused on the following four PHT categories: chemical, biological, radiological, nuclear and explosives (“CBRNE”); emerging infectious diseases (“EID”); emerging health crises; and acute, emergency and community care. We have a product portfolio of 1011 products, 10 of which are owned by the Company, that contribute a substantial portion of our revenue and are sold to government and commercial customers. Additionally, we have a development pipeline consisting of a diversified mix of both pre-clinical and clinical stage product candidates. Finally, we have a fully integrated portfolio of CDMO services which cover development services, drug substance manufacturing and drug product manufacturing and packaging.

The Company structures the business with a focus on markets and customers. As such, the key components of the business structure include the following four product and service categories: Anthrax - Medical Countermeasures (“MCM”) ~~Products~~products, ~~NARCAN®~~Naloxone Commercial products, Smallpox - MCM products and Emergent Bioservices (CDMO) services (“Bioservices”). In the fourth quarter of 2023, we realigned our reportable operating segments to reflect recent changes in our internal operating and reporting process. The revised reporting structure reflects the internal reporting and review process used by our Chief Operating Decision Maker, for making decisions and assessing performance, and is consistent with how we currently manage the business. We now manage our business with a focus on three reportable segments: (1) a Commercial Product segment consisting of our NARCAN®; (2) a MCM Products segment consisting of the Anthrax - MCM, Smallpox - MCM and Other Products and (3) a Services segment consisting of our Bioservices portfolio.

The Company manages the business with a focus on three operating segments: (1) a Commercial Products segment consisting of NARCAN® Nasal Spray and KLOXXADO® Nasal Spray, (2) a MCM Products segment consisting of Anthrax - MCM, Smallpox - MCM and Other Products and (3) a Services segment consisting of our Bioservices offerings. Commercial Products and MCM Products are our two reportable segments (see Note 19, “Segment information” in the Notes to Consolidated Financial Statements in Part II, Item 8, of this Form 10-K for more information on our reportable segments).

Commercial Product Segment:

The majority of our Commercial product revenue comes from the following product:

~~NARCAN®~~Naloxone Products

•NARCAN® (naloxone HCl) Nasal Spray, an intranasal formulation of naloxone approved by the United States Food and Drug Administration (“FDA”) (including in over-the-counter ("“OTC"”) form) and Health Canada for the emergency treatment of known or suspected opioid overdose as manifested by respiratory and/or central nervous system depression.

~~Sale~~•KLOXXADO® of(naloxone ~~Travel~~HCl) ~~Health~~Nasal ~~Business~~Spray. In January 2025, the Company announced an agreement with Hikma Pharmaceuticals Inc. (“Hikma”) in which the Company obtained exclusive commercial rights for product sales and marketing in the United States and Canada to Hikma’s KLOXXADO® (naloxone HCl) Nasal Spray, an 8 mg naloxone agent.

On May 15, 2023, the Company completed the sale of its Commercial Products segment's travel health business, including rights to Vivotif®, the licensed typhoid vaccine; Vaxchora®, the licensed cholera vaccine; the development-stage chikungunya vaccine candidate CHIKV VLP; the Company’s manufacturing site in Bern, Switzerland; and certain of its development facilities in San Diego, California. For additional information, refer to Note 3, “Divestitures” in the Notes to Consolidated Financial Statements in Part II, Item 8. of this Form 10-K.

MCM Products Segment:

The majority of our MCM product revenue comes from the following products and procured product candidates:

Anthrax - MCM Products

•~~Anthrasil~~ANTHRASIL® (Anthrax Immune Globulin Intravenous (human)), the only polyclonal antibody therapeutic licensed by the FDA and Health Canada for the treatment of inhalational anthrax in combination with appropriate antibacterial drugs;

•BioThrax® (Anthrax Vaccine Adsorbed), the only vaccine licensed by the United States Food and Drug Administration (“FDA”) for the general use prophylaxis and post-exposure prophylaxis of anthrax disease;63

•~~CYFENDUS~~BioThrax® (Anthrax ~~vaccine~~Vaccine ~~adsorbed (AVA~~Adsorbed), ~~adjuvanted),~~the ~~previously~~only ~~known~~vaccine aslicensed ~~AV7909, which was recently approved~~ by the FDA for ~~post-exposure~~the ~~prophylaxis~~general ofuse ~~disease~~prophylaxis ~~following~~and ~~suspected or confirmed~~ post-exposure toprophylaxis ~~Bacillus anthracis in persons 18 through 65 years~~ of ~~age~~anthrax ~~when administered in conjunction with recommended antibacterial drugs. CYFENDUS® is procured by certain authorized government buyers for their use~~disease; ~~and~~

•CYFENDUS® (Anthrax vaccine adsorbed (AVA), adjuvanted), which was approved by the FDA in July 2023 for post-exposure prophylaxis of disease following suspected or confirmed exposure to Bacillus anthracis in persons 18 through 65 years of age when administered in conjunction with recommended antibacterial drugs. CYFENDUS® is procured by certain authorized government buyers for their use; and

•Raxibacumab injection, the first fully human monoclonal antibody therapeutic licensed by the FDA for the treatment and prophylaxis of inhalational anthrax.

Smallpox - MCM Products

•ACAM2000®, (Smallpox (Vaccinia) Vaccine, Live), the only single-dose smallpox vaccine licensed by the FDA for active immunization against smallpox disease for persons determined to be at high risk for smallpox infection;

•CNJ-016® (Vaccinia Immune Globulin Intravenous (Human) (VIGIV)), the only polyclonal antibody therapeutic licensed by the FDA and Health Canada to address certain complications from smallpox vaccination; and

•TEMBEXA®, an oral antiviral formulated as 100 mg tablets and 10 mg/mL oral suspension dosed once weekly for two weeks which has been approved by the FDA for the treatment of smallpox disease caused by variola virus in adult and pediatric patients, including neonates.

Other Products

•BAT® (Botulism Antitoxin Heptavalent (A,B,C,D,E,F,G)-(Equine)), the only heptavalent antitoxin licensed by the FDA and Health Canada for the treatment of symptomatic botulism;

•Ebanga™ (ansuvimab-zykl), a monoclonal antibody with antiviral activity provided through a single IV infusion for the treatment of Ebola. Under the terms of a collaboration with Ridgeback Biotherapeutics (“Ridgeback”), Emergent will be responsible for the manufacturing, sale, and distribution of Ebanga™ in the U.S. and Canada, and Ridgeback will serve as the global access partner for Ebanga™~~; and~~.

~~•Trobigard®~~Sale ~~atropine~~of sulfate, obidoxime chloride auto-injector, a combination drug-device auto-injector procured product candidate that contains atropine sulfate and obidoxime chloride. On April 2, 2024, the Belgium Federal Agency for Medicines and Health Products (“FAMHP”) acknowledged and confirmed Emergent’s request to revoke the Market Authorization for the Trobigard Auto-Injector.RSDL®

61In July 2024, the Company entered into the Stock and Asset Purchase Agreement (the “RSDL® Agreement”) with SERB Pharmaceuticals, through its wholly owned subsidiary BTG International Inc. (collectively, “SERB”), pursuant to which, among other things, the Company sold its worldwide rights to RSDL®, to SERB (the “RSDL® Transaction”). See Note 4, “Divestitures” in the Notes to Consolidated Financial Statements in Part II, Item 8, of this Form 10-K for more information on the sale of RSDL®.

Services Segment:

~~Bioservices~~As -of ~~contract~~the ~~development~~first quarter of 2025, the Company’s Services operating segment no longer met the quantitative thresholds of a reportable segment and ~~manufacturing~~did not meet the aggregation criteria set forth in Accounting Standards Codification 280, Segment Reporting, and as such is categorized within “All other revenues” along with “Contracts and Grants”. See Note 19, “Segment information” in the Notes to Consolidated Financial Statements in Part II, Item 8, of this Form 10-K for more information about the Company’s reportable segments.

The Company’s services revenue consists of distinct but interrelated bioservices: drug substance manufacturing; drug product manufacturing (also referred to as “fill/finish” services) and packaging; development services including technology transfer, process and analytical development services; and, when necessary, suite reservation obligations. These services, which the Company refers to as “molecule-to-market” offerings, employ diverse technology platforms (mammalian, microbial, viral and plasma) across a network of development and manufacturing sites operated by the Company for its internal products and pipeline candidates and third-party bioservices. The Company offers services for both clinical-stage and commercial-stage projects for a variety of third-party customers, including government agencies, innovative pharmaceutical companies, and non-government organizations. In August 2023, the Company initiated an organizational restructuring plan (the “August 2023 Plan”) which included actions to reduce investment in and de-emphasize focus on its Bioservices business. In May 2024, the Company initiated a further organizational restructuring plan (the “May 2024 Plan”) announcing the closure of the Company’s Baltimore-Bayview Drug Substance manufacturing facility and Rockville, Maryland Drug Product facility. Additionally, on August 20, 2024, pursuant to the previously announced Asset Purchase Agreement (the “Asset Purchase Agreement”), the Company completed the sale of its Drug Product facility in Baltimore-Camden (the “Camden Transaction”) to Bora Pharmaceuticals Injectables Inc., a subsidiary of Bora Pharmaceuticals Co., Ltd. (“Bora”). See Note 3, “Divestitures” and Note 4, “Impairment and restructuring charges” in the Notes to Consolidated Financial Statements in Part II, Item 8. of this Form 10-K for more information related to these announcements.64

Other Strategic Activities

January 2023 Organizational Restructuring Plan

In January 2023, the Company initiated an organizational restructuring plan (the “January 2023 Plan”) intended to reduce operating costs, improve operating margins, and continue advancing the Company’s ongoing commitment to profitable growth. As part of the January 2023 Plan, the Company reduced its workforce by approximately 125 employees. The charges related to the January 2023 Plan consisted primarily of employee transition, severance payment and employee benefit charges. The cumulative amount of restructuring charge related to the January 2023 Plan since inception is $9.3 million. All activities related to the January 2023 Plan were substantially completed during the first quarter of 2023. Restructuring costs are recognized as an operating expense within the Consolidated Statement of Operations and are classified based on the Company's classification policy for each category of operating expense.

August 2023 Organizational Restructuring Plan

In August 2023, the Company initiated the August 2023 Plan intended to strengthen its core business and financial position by reducing investment in and de-emphasizing focus on its Bioservices business for future growth. As part of the August 2023 Plan, the Company reduced its workforce by approximately 400 employees. The charges related to the August 2023 Plan consisted primarily of employee transition, severance payment and employee benefit charges. The cumulative amount of restructuring charge related to the August 2023 Plan since inception is $19.4 million. All activities related to the August 2023 Plan were substantially completed during the third quarter of 2023. Restructuring costs are recognized as an operating expense within the Consolidated Statement of Operations and are classified based on the Company's classification policy for each category of operating expense.

Trobigard Revocation

On April 2, 2024, Emergent submitted its revocation of the Market Authorization for the Trobigard Auto-Injector to the Belgium FAMHP. The FAMHP subsequently acknowledged and confirmed the revocation date as being April 2, 2024.

May 2024 Organizational Restructuring Plan

In May 2024, the Company initiated an organizational restructuring plan (the “May 2024 Plan”). These strategic actions led to a reduction of the Company’s workforce by approximately 300 employees across all areas of the Company and the elimination of approximately 85 positions that were vacant, as well as the closure of the Company’s Baltimore-Bayview Drug Substance manufacturing facility and Rockville, Maryland Drug Product facility. Decisions regarding the elimination of positions and the closure of manufacturing facilities were subject to local law and consultation requirements in certain countries, as well as the Company’s business needs. The cumulative amount of restructuring charge related to the May 2024 Plan since inception is $1918.85 million. All activities related to the May 2024 Plan were substantially completed during the third quarter of 2024. Restructuring costs (benefits) are recognized as an operating expense within the Consolidated Statement of Operations and are classified based on the Company's classification policy for each category of operating expense.

Confidential arbitration settlement with Janssen

On July 3, 2024, the Company and its wholly owned subsidiary, Emergent Manufacturing Operations Baltimore, LLC (“EMOB”), entered into a settlement agreement with Janssen Pharmaceuticals, Inc., one of the Janssen Pharmaceutical Companies of Johnson & Johnson (“Janssen”) (the "Settlement Agreement") to resolve all claims among the Parties arising from the 2022 termination of the manufacturing services agreement with Janssen (the “Janssen Agreement”). The Settlement Agreement also resolves the Parties’ related and previously disclosed arbitration.

Pursuant to the terms of the Settlement Agreement, Janssen paid the Company $50.0 million on July 31, 2024. In addition, the Settlement Agreement contains broad releases of the parties, their affiliates and subsidiaries, representatives, officers, directors and shareholders, including releases of all claims related to the manufacture of the Product by EMOB, the Janssen Agreement, or any agreement or understanding between the parties concerning the investigational SARS-CoV-2 vaccine, Ad26.COV2-S, recombinant based on the AdVac technology, and the matters at issue in the arbitration.

Development milestone payments for CHIKV VLP

OnIn July ~~18,~~ 2024, Bavarian Nordic announced that the European Medicines Agency had validated the marketing authorization application for CHIKV VLP, which was submitted in June 2024. This approval triggered a milestone payment receivable under the Purchase and Sale Agreement to the Company in the amount of $10.0 million.

OnIn August ~~13,~~ 2024, Bavarian Nordic announced that the FDA ~~had~~has accepted and granted priority review for the Biologics License Application for CHIKV VLP, which triggered a milestone payment receivable under the Purchase and Sale Agreement to the Company in the amount of $20.0 million.

On In February ~~14,~~ 2025, Bavarian Nordic announced that the FDA approved CHIKV VLP under the Priority Review, which triggered a $30.0 million development milestone payment ~~receivable~~to ~~under~~ the ~~Purchase~~Company. ~~and~~In ~~Sale~~addition, ~~Agreement~~in toFebruary ~~the~~2025 ~~Company~~Bavarian inNordic also announced that the ~~amount~~European ofCommission approved CHIKV VLP, which triggered a $3020.0 million, ~~which~~development ismilestone ~~expected~~payment to ~~be received in~~ the ~~first half of 2025~~Company.

On February 28, 2025, Bavarian Nordic announced that the European Commission approved CHIKV VLP, which triggered a development milestone payment receivable under the Purchase and Sale Agreement to the Company in the amount of $20.0 million, which is expected to be received in the first half of 2025.

Sale of RSDL®

On July 31, 2024, the Company, through its wholly owned subsidiary Emergent BioSolutions Canada Inc., entered into the RSDL® Agreement with SERB pursuant to which, among other things, the Company sold its worldwide rights to RSDL® to SERB. The RSDL® Transaction also included the sale to SERB of all the outstanding capital stock of Emergent Protective Products USA Inc. (“EPPU”), a wholly owned subsidiary of the Company, which leases a manufacturing facility in Hattiesburg, Mississippi, as well as certain assets related to RSDL®, including intellectual property rights, contract rights, inventory and marketing authorizations. In addition, the employees of EPPU joined SERB in connection with the RSDL® Transaction.

Pursuant to the RSDL® Transaction, SERB assumed certain government contracts related to RSDL® decontamination lotion, including the Company’s existing contract to supply RSDL® to the U.S. Department of Defense, through a new contract award to the Canadian Commercial Corporation.

At the closing, SERB paid a cash purchase price of $75.0 million, exclusive of customary closing adjustments related to inventory. In addition, SERB will owe the Company a $5.0 million payment upon achievement of a milestone relating to sourcing of a certain component of RSDL® decontamination lotion. The Company recognized a gain on sale of business of $60.8 million, net of transaction costs of $4.1 million, during the year ended December 31, 2024.

The Company and SERB entered into a transition services agreement (the “SERB TSA”) to ensure the orderly transition of RSDL® decontamination lotion and the related assets to SERB, and a supply agreement (the “SERB Supply Agreement”) pursuant to which SERB has a suite reservation at the Company’s Winnipeg facility where the Company will perform Bioservices activities to manufacture and supply bulk lotion to SERB. The Company and SERB also entered into a reverse supply agreement (together with the SERB TSA and the SERB Supply Agreement, the “SERB Agreements”) pursuant to which SERB supplies finished RSDL® to the Company for the Company’s performance of certain transitional distribution services under customer contracts that have not yet transferred to SERB. Under the SERB Agreements, the Company will retain a portion of net sales received upon delivery of RSDL® to the delayed transfer customers.

Sale of Baltimore-Camden Facility

On August 20, 2024, pursuant to the Asset Purchase Agreement, the Company completed the sale of its Drug Product facility in Baltimore-Camden to an affiliate of Bora. The Camden site, which was part of the Company’s Bioservices segment, has clinical and commercial non-viral aseptic fill/finish services on four fill lines, including lyophilization, formulation development, and support services. Alongside the facility, approximately 350 Emergent employees joined Bora as part of the transaction.

At closing, Bora paid a cash purchase price of approximately $35.0 million, which included customary closing adjustments for working capital and transaction expenses of the business. As a result of the divestiture, the Company recognized a loss on sale of business of $36.5 million, net of transaction costs of $3.8 million, during the year ended December 31, 2024.

August 2024 Organizational Restructuring Plan

In August 2024, the Company initiated an organizational restructuring plan (the “August 2024 Plan”) at the Company’s Lansing facility, which reduced the Company’s workforce by approximately 70 employees, as well as eliminated several open positions. The Company also implemented non-labor optimization efforts, such as reducing the Company’s external and vendor spend. The cumulative amount of restructuring charges related to the August 2024 Plan since inception is $32.35 million. All activities related to the August 2024 Plan were substantially completed during the fourth quarter of 2024. Restructuring costs (benefits) are recognized as an operating expense within the Consolidated Statement of Operations and are classified based on the Company’'s classification policy for each category of operating expense.

~~Term~~Exclusive ~~Loan~~commercial ~~Agreement~~rights to KLOXXADO® distribution in U.S. and Canada

OnIn ~~August~~January 302025, ~~2024,~~ the Company ~~entered~~announced ~~into~~an aagreement ~~Credit~~with ~~Agreement~~Hikma ~~(the~~in ~~“Term~~which ~~Loan Agreement”) with~~ the ~~lenders~~Company ~~from~~obtained ~~time~~exclusive tocommercial ~~time~~rights ~~party thereto, and OHA Agency LLC, as administrative agent. The Term Loan Agreement provides~~ for aproduct ~~term~~sales ~~loan~~and ~~(the~~marketing ~~“Term Loan”) of $250.0 million, which was drawn~~ in ~~full on~~ the ~~date~~U.S. ofand ~~entry~~Canada ~~into~~to ~~the~~Hikma’s ~~Term~~KLOXXADO® ~~Loan Agreement~~ (~~the~~naloxone ~~“Closing Date”~~HCl). ~~The~~Nasal ~~Term~~Spray, ~~Loan was issued with~~ an ~~original~~8 ~~issue~~mg ~~discount~~naloxone ~~of 3~~agent.~~00%.~~

On the Closing Date, the Company used a portion of the proceeds of the Term Loan to repay all amounts outstanding and terminate commitments under the senior term loan facility under the Company’s Amended and Restated Credit Agreement, dated October 15, 2018, by and among the Company, the lenders party thereto from time to time, and Wells Fargo Bank, National Association, as the Administrative Agent (the “Prior Credit Agreement”), plus accrued interest and fees. The Company previously repaid all amounts outstanding under the revolving credit facility under the Prior Credit Agreement.

Securities and shareholder litigation

OnIn September ~~12,~~ 2024, the Company and the lead plaintiffs in stockholder litigation against the Company entered into an agreement in principle to settle the claims against the Company and each of the Company’s current and former officers and directors. OnIn October 4, 2024, the Court granted preliminary approval of the proposed settlement, ordered notice to the settlement class and ~~scheduled a fairness hearing for February 27, 2025. On February 6, 2025,~~ the ~~lead~~court ~~plaintiffs~~granted ~~filed~~final aapproval ~~Motion for Final Approval~~ of ~~Class Action Settlement, Certification of~~ the ~~Settlement~~settlement ~~Class~~in ~~and~~February ~~Approval of Plan of Allocation and Motion for Award of Attorneys' Fees, Reimbursement of Expenses and Compensatory Awards for lead plaintiffs~~2025. Under the ~~proposed~~ settlement, the claims against the Company and its officers and directors ~~will~~were be dismissed with prejudice and released in exchange for a payment from the Company of $40.0 million, $30.0 million of which was paid from insurance proceeds, and was funded in the fourth quarter of 2024. ~~At the scheduled fairness hearing on February 27, 2025, the Court granted final approval of the settlement.~~ The Company recorded the settlement and insurance recoverable amounts as pre-tax operating expense and income, respectively, within “Selling, general and administrative” expenses on the Consolidated Statement of Operations for the year ended December 31, 2024.

~~Asset-Based Revolving Loan~~65

OnSale ~~September~~of ~~30, 2024, the Company entered into a credit agreement for asset~~Baltimore-~~based~~Bayview revolving loans (the “Revolving Credit Agreement”) with certain subsidiary borrowers (together with the Company, the “Borrowers”), the lenders from time to time party thereto, and Wells Fargo Bank, National Association, as agent (the “Agent”). The Revolving Credit Agreement provides for commitments with respect to asset-based revolver loans (the “Revolving Loans”) of up to the lesser of (x) $100.0 million, which may be increased (but not above $125.0 million, or the “Maximum Revolver Amount”) or decreased (but not below $50.0 million) by the Borrowers in accordance with the terms of the Revolving Credit Agreement and (y) the Borrowing Base (as defined in the Revolving Credit Agreement). Once reduced, the facility may not be increased. Up to $5.0 million of capacity under the Revolving Loans may be used for swing loans and up to $10.0 million may be used for the issuance of letters of credit.Facility

64In March 2025, the Company completed the sale of its Baltimore-Bayview drug substance manufacturing facility to Syngene International (“Syngene”). At closing, Syngene paid a cash purchase price of approximately $36.5 million. Pursuant to the sale, Syngene acquired the assets and equipment associated with the Baltimore-Bayview facility. Emergent retains the rights to secure manufacturing services and capacity at the facility for future growth and pandemic response production in collaboration with Syngene. See Note 4, “Divestitures” in the Notes to Consolidated Financial Statements in Part II, Item 8, of this Form 10-K for further discussion.

~~2024~~August ~~Triggering~~2025 ~~Events~~Settlement

~~2024~~On ~~Impairment~~March 7, 2025, plaintiffs Lincolnshire and Pooja Sayal filed a motion in the United States District Court for the District of ~~long~~Maryland seeking preliminary approval of a stipulation of settlement with regard to the putative shareholder derivative lawsuits filed in 2021 and 2022 (the “Proposed Settlement”). The Proposed Settlement provided that Defendants must cause their insurers to pay to the Company a settlement amount of $15.0 million, less a court-~~lived~~approved ~~assets~~fee and expense amount (the “Settlement Amount”). On August 6, 2025, the United States District Court for the District of Maryland granted approval of the Proposed Settlement without modification. The Company received the Settlement Amount in September 2025. Accordingly, during the year ended December 31, 2025, the Company recorded $10.5 million with respect to the Settlement Amount as a reduction of “Selling, general and administrative” expenses on the Consolidated Statement of Operations.

~~During~~2025 ~~the~~Share ~~preparation~~Repurchase of our financial statements for the quarter ended June 30, 2024, due to the decision to close the Company’s Baltimore-Bayview Drug Substance manufacturing facility and Rockville, Maryland Drug Product facility, the Company determined there were indicators of impairment for the Bayview and Rockville asset groups within the Bioservices reporting unit. As a result, the Company performed recoverability tests on those asset groups and concluded that the Bayview and Rockville asset groups were not recoverable as the undiscounted expected cash flows did not exceed their carrying values.Program

~~Asset~~In ~~groups~~March ~~are~~2025, ~~written~~the ~~down~~Company ~~only~~announced tothat ~~the~~its ~~extent~~Board ~~that~~of ~~their~~Directors ~~carrying~~had ~~value~~authorized isthe ~~higher~~repurchase ~~than~~of ~~their~~up ~~respective~~to ~~fair value~~$50.0 million ~~The~~of the Company,’s ~~with~~common stock (the ~~assistance~~“2025 ofShare aRepurchase ~~third-party~~Program”) ~~valuation~~on ~~firm,~~or ~~applied~~before ~~valuation~~March 27, ~~methods~~2026. toDuring ~~estimate~~ the ~~fair~~year ~~values~~ended ~~for~~December ~~each~~31, of2025, the ~~assets~~Company ~~within~~utilized ~~the~~$25.1 million ~~different~~to ~~asset~~repurchase ~~classes~~3.1 million Anshares ~~orderly~~at ~~liquidation~~an ~~value~~average ~~was~~price ~~applied to estimate the fair value~~ of ~~the~~$8.15 ~~personal~~per ~~property~~share, ~~assets~~excluding ~~and~~commissions ~~market~~ and ~~cost~~excise ~~based~~taxes. ~~approaches~~As ~~were~~of ~~applied~~December 31, to2025, ~~estimate~~ the ~~fair~~Company ~~value~~had of$24.9 million ~~the~~available ~~real~~to ~~property~~repurchase ~~assets,~~shares ~~each~~under ~~representing~~the ~~Level~~2025 3Share ~~non-recurring~~Repurchase ~~fair value measurements~~Program. ~~Based~~In onFebruary ~~these analyses~~2026, the Company ~~allocated~~reauthorized ~~and~~the ~~recognized~~2025 aShare ~~non-cash~~Repurchase ~~impairment~~Program ~~charge~~for the repurchase of up to $2750.20 million ~~during~~of the ~~second~~Company's ~~quarter~~common ofstock ~~2024~~through March 31, 2027.

Senior Unsecured Note Repurchases

In May 2025, the Board authorized the Company to use up to $30.0 million to repurchase Senior Unsecured Notes in open market purchases, privately negotiated transactions or otherwise. During the year ended December 31, 2025, the Company used approximately $8.7 million to repurchase an aggregate principal amount of $10.3 million of the Company’s Senior Unsecured Notes, and the Company recognized a gain on extinguishment of approximately $1.6 million, as recorded in “Gain (loss) on debt extinguishment” on the Consolidated Statement of Operations. As of December 31, 2025, the Company had $19.7 million available to repurchase additional Senior Unsecured Notes.

Term Loan Early Paydown

In the fourth quarter of 2025, the Company executed a partial, early extinguishment of $100.0 million in principal of its $250.0 million term loan with OHA Agency, LLC (the "Term Loan"). The Company recognized a loss on extinguishment of $13.8 million, primarily attributable to the acceleration of unamortized debt issuance costs and prepayment premium, as recorded in “Gain (loss) on debt extinguishment” on the Consolidated Statement of Operations. As of December 31, 2025, the Company had $150.0 million in Term Loan principal remaining. See Note 11, “Debt” in the Notes to Consolidated Financial Statements in Part II, Item 8, of this Form 10-K for more information on the Company's Term Loan Agreement.

FINANCIAL OPERATIONS OVERVIEW

Revenues

We generate Commercial Product revenues through the sale of Naloxone products, primarily NARCAN® Nasal Spray, which is sold commercially over-the-counter at retail pharmacies and digital commerce websites as well as through physician-directed or standing order prescriptions at retail pharmacies, health departments, local law enforcement agencies, community-based organizations, substance abuse centers and other federal agencies~~. In addition~~, weas ~~previously~~well ~~generated~~as ~~Commercial~~KLOXXADO® ~~product~~Nasal ~~revenues through sale of the Company's travel health products~~Spray, which weis ~~sold~~currently tobeing ~~Bavarian~~integrated ~~Nordic~~into inour ~~May~~distribution ~~2023~~network, NARCANDirect®. We generate MCM Product revenues from the sale of our marketed products and procured product candidates. The U.S. government (“USG”) is the largest purchaser of our Government - MCM products and primarily purchases our products for the Strategic National Stockpile, a national repository of medical countermeasures including critical antibiotics, vaccines, chemical antidotes, antitoxins, and other critical medical supplies. The USG primarily purchases our products under long-term, firm fixed-price procurement contracts, generally with annual options.

We also generate revenue from our Services segment through our Bioservices portfolio, which is based on our established development and manufacturing infrastructure, technology platforms and expertise. Our services include a fully integrated molecule-to-market Bioservices business offering across development services, drug substance and drug product for small to large pharmaceutical and biotechnology industry and government agencies/non-governmental organizations. From time to time, clients require suite reservations at our various manufacturing sites, which may be considered leases depending on the facts and circumstances.

We have received contracts and grant funding from the USG and other non-governmental organizations to perform R&D activities, particularly related to programs addressing certain CBRNE threats and EIDs.

Our revenue, operating results and profitability vary quarterly based on the timing of production and deliveries, the timing of manufacturing services performed and the nature of our business, which involves providing large scale bundles of products and services as needs arise. We expect continued variability in our quarterly financial results.

Cost of Product Sales and Services

Commercial and MCM Products - The primary expenses that we incur to deliver our ~~NARCAN®~~Naloxone and MCM products consist of fixed and variable costs. We determine the cost of product sales for products sold during a reporting period based on the average manufacturing cost per unit in the period those units were manufactured. Fixed manufacturing costs include facilities, utilities and amortization of intangible assets. Variable manufacturing costs primarily consist of costs for materials and personnel-related expenses for direct and indirect manufacturing support staff, contract manufacturing operations, sales-based royalties, shipping and logistics. In addition to the fixed and variable manufacturing costs described above, the cost of product sales depends on utilization of available manufacturing capacity. For our commercial sales, other associated expenses include sales-based royalties, shipping, and logistics.

Services - The primary expenses that we incur to deliver our Bioservices offerings consist of fixed and variable costs, including personnel, equipment, and facilities costs. Our manufacturing process includes the production of bulk material and performing drug product work for containment and distribution of biological products. For drug product customers, we receive work in process inventory to be prepared for distribution.

Research and Development (“R&D”) Expenses

We expense R&D costs as incurred. Our R&D expenses consist primarily of:

▪personnel-related expenses;

▪fees to professional service providers for, among other things, analytical testing, independent monitoring or other administration of our clinical trials and obtaining and evaluating data from our clinical trials and non-clinical studies;

▪costs associated with technology transfer and scale up activities throughout the development stage, including internally and through third-party contract manufacturers;

▪costs of Bioservices for our clinical trial material; and

▪costs of materials intended for use and used in clinical trials and R&D.

In many cases, we seek funding for development activities from external sources and third parties, such as governments and non-governmental organizations, or through collaborative partnerships. We expect our R&D spending will be dependent upon such factors as the results from our clinical trials, the availability of reimbursement of R&D spending, the number of product candidates under development, the size, structure and duration of any clinical programs that we may initiate, the costs associated with manufacturing and development of our product candidates on a large-scale basis for later stage clinical trials, and our ability to use or rely on data generated by government agencies.

Selling, General and Administrative Expenses

Selling, general and administrative (“SG&A”) expenses consist primarily of personnel-related costs and professional fees in support of our executives, sales and marketing, business development, government affairs, finance, accounting, information technology, legal, human resource functions and other corporate functions. Other costs include facility costs not otherwise included in ~~Cost~~cost of product sales and Bioservices or R&D expense.

Income taxes

Uncertainty in income taxes is accounted for using a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. We recognize in our financial statements the impact of a tax position if that position is more likely than not of being sustained on audit, based on the technical merits of the position.

Changes in tax laws, rulings, policies, or related legal and regulatory interpretations occur frequently and may have significant favorable or adverse impacts on our effective tax rate. In 2021, the Organization for Economic Cooperation and Development released model rules for a 15% global minimum tax applied to cross-border profits of certain large multinational corporations, known as Pillar Two. Pillar Two has now been enacted by approximately 3660 countries, including Ireland. This minimum tax is treated as a period cost beginning in 2024 and its impact is included onin the Company's financial results of operations for the current period. The Company is monitoring legislative developments, as well as additional guidance from countries that have enacted legislation. ~~We anticipate further legislative activity and administrative guidance in 2025.~~

~~Management~~In ~~believes~~July ~~that~~2025, the ~~assumptions~~One Big Beautiful Bill Act (“OBBBA”) was enacted into law in the United States. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and ~~estimates~~Jobs ~~related~~Act, modifications to the ~~provision~~international tax framework and the restoration of favorable tax treatment for ~~income~~certain ~~taxes~~business ~~are~~provisions. ~~critical~~The tolegislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. These impacts did not have a material effect on our tax rate for the ~~Company’s~~year ~~results~~ended ofDecember ~~operations~~31, 2025.

66Management believes that the assumptions and estimates related to the provision for income taxes are material to the Company’s results of operations.

RESULTS OF OPERATIONS

Consolidated and Segment Operating Results:

	Year Ended December 31,
(in millions, except %)	~~2024~~2025		~~2023~~2024		$ Change		% Change
Revenues:
Commercial Product sales, net:
NARCAN®	$	398.9	$	487.5	$	(88.6)	(18)	%
Naloxone	$	226.1	$	398.9	$	(172.8)	(43)	%
Other Commercial Products	—		9.8		(9.8)		(100)	%
Total Commercial Product sales, net	226.1		398.9		(172.8)		(43)	%
Total Commercial Product sales, net	398.9		497.3		(98.4)		(20)	%
MCM Product sales, net:
Anthrax MCM	~~138~~114.53		~~187~~138.65		(4924.12)		(2617)	%
Smallpox MCM	~~277~~266.31		~~167~~277.43		~~109~~(11.92)		66(4)	%
Other Products	9476.03		9294.20		1(17.87)		2(19)	%
Total MCM Product sales, net	~~509~~456.87		~~447~~509.28		62(53.61)		14(10)	%
Services:
All other revenues (1)	60.1		134.9		(74.8)		(55)	%
Bioservices - Services	103.5		72.8		30.7		42	%
Total revenues	$	742.9	$	1,043.6	$	(300.7)	(29)	%
Bioservices - Leases	1.4		5.7		(4.3)		(75)	%
Total Services revenues	104.9		78.5		26.4		34	%
Contracts and grants	30.0		26.3		3.7		14	%
Total revenues	$	1,043.6	$	1,049.3	$	(5.7)	(1)	%
Operating expenses:
Cost of Commercial Product sales (1)	185.9		210.3		(24.4)		(12)	%
Cost of product and services sales, net (2)	326.2		681.3		(355.1)		(52)	%
Cost of MCM Product sales (1)	219.4		305.6		(86.2)		(28)	%
Research and development	53.2		70.7		(17.5)		(25)	%
Cost of Bioservices (1)	276.0		189.5		86.5		46	%
Selling, general and administrative	186.1		308.0		(121.9)		(40)	%
Research and development	70.7		111.4		(40.7)		(37)	%
Amortization of intangible assets	65.1		65.1		—		—	%
Selling, general and administrative	308.0		368.4		(60.4)		(16)	%
Impairment of long-lived assets	12.2		27.2		(15.0)		(55)	%
Amortization of intangible assets	65.1		65.6		(0.5)		(1)	%
Total operating expenses	642.8		1,152.3		(509.5)		(44)	%
Goodwill impairment	—		218.2		(218.2)		(100)	%
Income (loss) from operations	100.1		(108.7)		208.8		192	%
Impairment of long-lived assets	27.2		306.7		(279.5)		(91)	%
Total operating expenses	1,152.3		1,775.7		(623.4)		(35)	%
Loss from operations	(108.7)		(726.4)		617.7		85	%
Other income (expense):
Interest expense	(7159.03)		(8771.90)		16(11.97)		19(16)	%
Gain on sale of business	~~24.3~~—		7424.23		(4924.93)		(67100)	%
Other, net	12.5		8.9		3.6		40	%
Gain (loss) on debt extinguishment	(12.2)		0.6		(12.8)		NM
Total other income (expense), net	(34.2)		(4.8)		(29.4)		NM
Other, net	54.2		11.9		42.3		NM
Loss before income taxes	(142.9)		(731.2)		588.3		80	%
Total other expense, net	(17.3)		(34.2)		(16.9)		(49)	%
Income tax provision	47.7		29.3		18.4		63	%
Income (loss) before income taxes	82.8		(142.9)		225.7		158	%
Net loss	$	(190.6)	$	(760.5)	$	569.9	75	%
Income tax provision	30.2		47.7		(17.5)		(37)	%
(1) Exclusive of intangible assets amortization
Net income (loss)	$	52.6	$	(190.6)	$	243.2	128	%
(1) "All other revenues" includes Services and Contracts and grants revenue
(2) Exclusive of intangible assets amortization
NM - Not meaningful

Year Ended December 31, 2024 Compared with Year Ended December 31, 2023

Revenues and gross margin

	Year Ended December 31,
(dollars in millions)	2024			2023			% Change
Total revenues	$	1,043.6		$	1,049.3		(1)	%
Contracts and grants	30.0			26.3			14	%
Total segment revenues (1)	$	1,013.6		$	1,023.0		(1)	%
Cost of sales or services
Cost of Commercial Product sales	$	185.9		$	210.3		(12)	%
Cost of MCM Product sales	219.4			305.6			(28)	%
Cost of Bioservices	276.0			189.5			46	%
Total cost of sales or services	$	681.3		$	705.4		(3)	%
Intangible asset amortization:
Commercial Products	$	37.8		$	38.6		(2)	%
MCM Products	27.3			27.0			1	%
Total intangible asset amortization	$	65.1		$	65.6		(1)	%
Total segment gross margin (1)	$	267.2		$	252.0		6	%
Total segment gross margin % (1)	26		%	25		%
(1) We define total segment revenues, which is a non-GAAP financial measure, as our total revenues, less contracts and grants revenue. We define total segment gross margin, which is a non-GAAP financial measure, as total segment revenues less our aggregate cost of sales or services and intangible asset amortization. We define total segment gross margin percentage, which is a non-GAAP financial measure, as total segment gross margin as a percentage of total segment revenues. We believe that these non-GAAP operating measures, when reviewed collectively with our GAAP financial information, provide useful supplemental information to investors in assessing our operating performance.

Total revenues decreased $5.7 million, or 1%, to $1.0 billion in 2024. The decrease was due to a decrease in Commercial Products revenue of $98.4 million, partially offset by increases in MCM Products revenue of $62.6 million, Bioservices revenue of $26.4 million and Contracts and grants revenue of $3.7 million.

Total segment gross margin increased $15.2 million, or 6%, to $267.2 million in 2024. Total segment gross margin percentage increased 2 percentage points to 26%. The increase was primarily due to an increase in the MCM Products segment gross margin of $148.5 million, partially offset by decreases in the Commercial Products segment gross margin and Bioservices segment gross margin of $73.2 million and $60.1 million, respectively. Total segment gross margin and gross margin percentage excludes contracts and grants revenues because the related costs are R&D expenses.

See “Segment Results” for an expanded discussion of revenues and gross profit.

Unallocated corporate operating expenses

R&D Expenses

R&D expenses decreased $40.7 million, or 37%, to $70.7 million in 2024. The decrease was primarily due to the sale of our development program for CHIKV VLP to Bavarian Nordic during the second quarter of 2023 and reduction in related overhead costs driven by the headcount reductions, which were significant contributors to prior period R&D expense. The decrease was also driven by the wind-down of funded projects, excluding EbangaTM. The decrease was partially offset by increases in the allocation of R&D overhead costs and funded R&D related to EbangaTM.

SG&A Expenses

Selling, general and administrative expenses decreased $60.4 million, or 16%, to $308.0 million in 2024. The decrease was primarily due to lower employee related expenses and compensation as a result of restructuring initiatives during 2023 and 2024, lower professional services fees related to corporate initiatives, including organizational transformation consulting fees, lower legal fees due to the wind-down of various legal matters and lower marketing costs. This decrease was partially offset by the settlement charge related to the stockholder litigation matter, net of expected insurance proceeds. Selling, general and administrative costs as a percentage of total revenue decreased 6 percentage points to 30% for the year ended December 31, 2024. The decrease was due to a decrease in selling, general and administrative expenses, partially offset by a decrease in revenues during the period.

Goodwill Impairment

Goodwill impairment decreased $218.2 million, or 100%, in 2024. The decrease was due to the $218.2 million impairment charge to goodwill in the MCM Products segment in the third quarter of 2023, which reduced the goodwill balance of the reporting unit and segment to zero as of December 31, 2024 and 2023.

Impairment of Long-lived Assets

Impairment of long-lived assets decreased $279.5 million, or 91%, to $27.2 million in 2024. The decrease was due to a $27.2 million non-cash impairment charge in the second quarter of 2024 related to our Bayview and Rockville asset groups within the Bioservices reporting unit, compared with a $306.7 million non-cash impairment charge recorded in the second quarter of 2023 related to our Camden, Bayview and Rockville asset groups within the Bioservices reporting unit.

Interest expense

Interest expense decreased $16.9 million, or 19%, to $71.0 million in 2024. The decrease was primarily due to a decrease in interest expense related to our syndicated borrowings and a decrease in amortization of debt service costs, partially offset by higher interest expense related to our Term Loan Agreement and the termination of our interest rate swap hedging agreements in 2023.

Gain on sale of business

Gain on sale of business decreased $49.9 million, or 67%, to $24.3 million in 2024. The gain on sale of business in the current year is related to the sale of RSDL® to SERB, partially offset by a loss the sale of the Company’s drug product facility in Baltimore-Camden to Bora. The gain on sale of business in the prior year is attributable to the sale of our travel health business to Bavarian Nordic during the second quarter of 2023.

Other, net

Other, net was $12.5 million in income in 2024 compared to $8.9 million in income in 2023. The change of $3.6 million was primarily due to income associated with development milestone achievements related to CHIK VLP, partially offset by a loss on the sale of a building at our Canton facility, unfavorable foreign exchange revaluations, lower interest income, due to lower balances in our money market accounts, and a write-off of an equity method investment.

Income tax provision (benefit)

Income tax provision of $29.3 million for the year ended December 31, 2023 increased $18.4 million to a provision of $47.7 million for the year ended December 31, 2024. The effective tax rate was (33)% for the year ended December 31, 2024 as compared to (4)% in 2023. The effective annual tax rate decreased largely due to jurisdictional mix of income and losses, GILTI, and other permanent items.

~~SEGMENT~~Year ~~RESULTS~~Ended December 31, 2025 Compared with Year Ended December 31, 2024

COMMERCIAL PRODUCT SEGMENT

	Year Ended December 31,
(dollars in millions)	2024			2023			% Change
Revenues	$	398.9		$	497.3		(20)	%
Cost of sales	185.9			210.3			(12)	%
Intangible asset amortization	37.8			$	38.6		(2)	%
Gross margin (1)	$	175.2		$	248.4		(29)	%
Gross margin % (1)	44		%	50		%
Add back:
Intangible asset amortization	37.8			38.6			(2)	%
Segment adjusted gross margin (2)	$	213.0		$	287.0		(26)	%
Segment adjusted gross margin % (2)	53		%	58		%
(1) Gross margin is calculated as revenues less cost of sales and intangible asset amortization. Gross margin percentage is calculated as gross margin divided by revenues.
(2) Segment adjusted gross margin, which is a non-GAAP financial measure, for our Commercial Products segment is calculated as gross margin plus intangible asset amortization. Segment adjusted gross margin percentage, which is a non-GAAP financial measure, is calculated as segment adjusted gross margin divided by revenues. The Company’s management utilizes segment adjusted gross margin and segment adjusted gross margin percentage for purposes of evaluating our ongoing operations and for internal planning and forecasting purposes. We believe that these non-GAAP operating measures, when reviewed collectively with our GAAP financial information, provide useful supplemental information to investors in assessing our operating performance.

Year Ended December 31, 2024 Compared with Year Ended December 31, 2023

NARCAN®

NARCAN® sales decreased $88.6 million, or 18%, to $398.9 million in 2024. The decrease was primarily driven by the discontinuation of prescription NARCAN® due to the launch of OTC NARCAN® in the third quarter of 2023 and lower Canadian retail sales, partially offset by higher sales of OTC NARCAN®.

Other Commercial Products

Other Commercial Products sales decreased $9.8 million, or 100%, to no sales in 2024. During the second quarter of 2023, we sold Vivotif® and Vaxchora® to Bavarian Nordic as part of our travel health business.

Cost of Sales, Intangible Asset Amortization and Gross Margin

Cost of Commercial Product sales decreased $24.4 million, or 12%, to $185.9 million in 2024. The decrease was primarily due to lower prescription NARCAN® unit volume and no current period costs related to Vivotif® and Vaxchora®, which were sold to Bavarian Nordic as part of our travel health business in 2023, partially offset by the higher OTC NARCAN® unit volume.

Intangible asset amortization allocated to Commercial Product segment decreased $0.8 million, or 2%, to $37.8 million in 2024. The decrease was due to lower amortization expense resulting from the intangibles sold as part of our travel health business to Bavarian Nordic during the second quarter of 2023.

Commercial Product segment gross margin decreased $73.2 million, or 29%, to $175.2 million in 2024. Commercial Product segment gross margin percentage decreased 6 percentage points to 44% in 2024. The decrease was largely due to an unfavorable price and volume mix in 2024 for NARCAN® products, partially offset by the sale of the products associated with our travel health business to Bavarian Nordic. Commercial Product segment adjusted gross margin excludes the impact of intangible asset amortization of $37.8 million.

MCM PRODUCTS SEGMENT

	Year Ended December 31,
(dollars in millions)	2024			2023			% Change
Revenues	$	509.8		$	447.2		14	%
Cost of sales	219.4			305.6			(28)	%
Intangible asset amortization	27.3			27.0			1	%
Gross margin (1)	$	263.1		$	114.6		130	%
Gross margin % (1)	52		%	26		%
Add back:
Intangible asset amortization	27.3			27.0			1	%
Changes in fair value of financial instruments	0.6			0.2			200	%
Restructuring costs	7.2			5.6			29	%
Inventory step-up provision	6.2			3.9			59	%
Segment adjusted gross margin (2)	$	304.4		$	151.3		101	%
Segment adjusted gross margin % (2)	60		%	34		%
(1) Gross margin is calculated as revenues less cost of sales and intangible asset amortization. Gross margin percentage is calculated as gross margin divided by revenues.
(2) Segment adjusted gross margin, which is a non-GAAP financial measure, for our MCM Products segment is calculated as gross margin plus intangible asset amortization, restructuring costs and non-cash items related to changes in fair value of financial instruments and inventory step-up provision. Segment adjusted gross margin percentage, which is a non-GAAP financial measure, is calculated as segment adjusted gross margin divided by revenues. The Company’s management utilizes segment adjusted gross margin and segment adjusted gross margin percentage for purposes of evaluating our ongoing operations and for internal planning and forecasting purposes. We believe that these non-GAAP operating measures, when reviewed collectively with our GAAP financial information, provide useful supplemental information to investors in assessing our operating performance.

Year Ended December 31, 2024 Compared with Year Ended December 31, 2023

Anthrax MCM

Anthrax MCM sales decreased $49.1 million, or 26%, to $138.5 million in 2024. The decrease was due to the impact of timing of sales related to CYFENDUS® and lower sales of Anthrasil®, coupled with a decrease in BioThrax® sales, due to timing. Anthrax vaccine product sales are primarily made under annual purchase options exercised by the USG. Fluctuations in revenues result from the timing of the exercise of annual purchase options, the timing of USG purchases, the availability of governmental funding and the Company’s delivery of orders that follow.

Smallpox MCM

Smallpox MCM sales increased $109.9 million, or 66%, to $277.3 million in 2024. The increase was due to higher ACAM2000® sales to non-U.S. customers and higher VIGIV CNJ-016® sales, primarily related to USG, partially offset by lower USG purchases of ACAM2000®, due to timing. Fluctuations in revenues result from the timing of the exercise of annual purchase options in existing procurement contracts, the timing of USG purchases, the availability of governmental funding and Company delivery of orders that follow.

Other Product Sales

Other Product sales increased $1.8 million, or 2%, to $94.0 million in 2024. The increase was primarily due to higher BAT® product sales to USG and non-U.S. customers, partially offset by lower sales of RSDL®, which was sold to SERB during the third quarter of 2024.

Cost of Sales, Intangible Asset Amortization and Gross Margin

Cost of MCM Product sales decreased $86.2 million, or 28%, to $219.4 million in 2024. The decrease was primarily due to lower allocations to Cost of MCM Product sales at our Bayview facility, lower shutdown costs, and a reduction in Trobigard®-related costs due to the Belgium FAMHP’s approval of the Trobigard® revocation, partially offset by higher BioThrax® and VIGIV CNJ-016® sales as well as higher allocations to Cost of MCM Product sales at our Winnipeg and Gaithersburg facilities.

Intangible asset amortization allocated to MCM Products increased $0.3 million, or 1%, to $27.3 million in 2024. The increase was due to an increase in amortization expense for intangible assets related to EbangaTM, which were acquired during the second half of 2023.

MCM Products segment gross margin increased $148.5 million, or 130%, to $263.1 million in 2024. MCM Products segment gross margin percentage increased 26 percentage points to 52% in 2024. In addition to the MCM Product sales and Cost of MCM Product sales items as discussed above, the increase was largely due to overall higher sales volumes with a favorable product mix weighted more heavily to higher margin products, coupled with a realization of previously adjusted inventory values. MCM Product segment adjusted gross margin excludes the impacts of intangible asset amortization of $27.3 million, restructuring costs of $7.2 million, inventory step-up provision of $6.2 million and the changes in the fair value of financial instruments of $0.6 million.

SERVICES SEGMENT

	Year Ended December 31,
(dollars in millions)	2024			2023			% Change
Revenues	$	104.9		$	78.5		34	%
Cost of services	276.0			189.5			46	%
Gross margin (1)	$	(171.1)		$	(111.0)		(54)	%
Gross margin % (1)	(163)		%	(141)		%
Add back:
Settlement charges, net	110.2			—			NM
Restructuring costs	0.2			8.4			(98)	%
Segment adjusted gross margin (2)	$	(60.7)		$	(102.6)		41	%
Segment adjusted gross margin % (2)	(58)		%	(131)		%
(1) Gross margin is calculated as revenues less cost of sales and intangible asset amortization. Gross margin percentage is calculated as gross margin divided by revenues.
(2) Segment adjusted gross margin, which is a non-GAAP financial measure, for our Services segment is calculated as gross margin plus restructuring costs and settlement charges, net. Segment adjusted gross margin percentage, which is a non-GAAP financial measure, is calculated as segment adjusted gross margin divided by revenues. The Company’s management utilizes segment adjusted gross margin and segment adjusted gross margin percentage for purposes of evaluating our ongoing operations and for internal planning and forecasting purposes. We believe that these non-GAAP operating measures, when reviewed collectively with our GAAP financial information, provide useful supplemental information to investors in assessing our operating performance.
NM - Not meaningful

Year Ended December 31, 2024 Compared with Year Ended December 31, 2023

Services Revenues

Bioservices revenue increased $30.7 million, or 42%, to $103.5 million in 2024. The increase was primarily attributable to the $50.0 million arbitration settlement with Janssen related to the Settlement Agreement, coupled with an increase in production at the Camden facility prior to the sale of the facility to Bora. The increase was partially offset by reduced production activities at the Company’s Canton and Winnipeg facilities.

Bioservices lease revenue decreased $4.3 million, or 75%, to $1.4 million in 2024. The decrease was related to the completion of a lease for a Bioservices customer at our Canton facility, partially offset by new lease revenue for SERB at our Winnipeg facility.

Cost of Services and Gross Margin

Cost of Services increased $86.5 million, or 46%, to $276.0 million in 2024. The increase was primarily due to the Settlement Agreement with Janssen and resulting write-down of related assets to net realizable value of $110.2 million, coupled with higher costs at the Company’s Winnipeg facility due to a bad debt charge. These increases were partially offset by lower costs as a result of the sale of the Camden facility to Bora, lower costs associated with production activities at the Company’s Canton facility and higher allocations to R&D at the Company's Gaithersburg facility.

Services segment gross margin decreased $60.1 million, or 54%, to $(171.1) million in 2024. Services segment gross margin percentage decreased 22 percentage points to (163)% in 2024. The decrease was primarily due to the Settlement Agreement with Janssen and resulting revenue and write-down of related assets mentioned above, coupled with lower production at the Company's Canton facility. This decrease was partially offset by an increase in production at the Camden facility prior to the sale of the facility to Bora and a decrease in overhead costs at our other Maryland facilities. Services segment adjusted gross margin excludes the impact of the settlement charge, net of $110.2 million and restructuring costs of $0.2 million.

OTHER REVENUE

Year Ended December 31, 2024 Compared with Year Ended December 31, 2023

Contracts and Grants

Contract and grants revenue increased $3.7 million, or 14%, to $30.0 million in 2024. The increase was related to work under the EbangaTM program, partially offset by the wind-down of our other funded development initiatives.

Year Ended December 31, 2023 Compared with Year Ended December 31, 2022

Consolidated and Segment Operating Results:

	Year Ended December 31,
(in millions, except %)	2023		2022		$ Change		% Change
Revenues:
Commercial Product sales, net:
NARCAN®	$	487.5	$	373.7	$	113.8	30	%
Other Commercial Products	9.8		12.9		(3.1)		(24)	%
Total Commercial Product sales, net	497.3		386.6		110.7		29	%
MCM Product sales, net:
Anthrax MCM	187.6		290.1		(102.5)		(35)	%
Smallpox MCM	167.4		234.4		(67.0)		(29)	%
Other Products	92.2		55.1		37.1		67	%
Total MCM Product sales, net	447.2		579.6		(132.4)		(23)	%
Services:
Bioservices - Services	72.8		105.0		(32.2)		(31)	%
Bioservices - Leases	5.7		4.9		0.8		16	%
Total Services revenues	78.5		109.9		(31.4)		(29)	%
Contracts and grants	26.3		41.4		(15.1)		(36)	%
Total revenues	$	1,049.3	$	1,117.5	$	(68.2)	(6)	%
Operating expenses:
Cost of Commercial Product sales	210.3		160.3		50.0		31	%
Cost of MCM Product sales	305.6		264.3		41.3		16	%
Cost of Bioservices	189.5		268.5		(79.0)		(29)	%
Research and development	111.4		188.3		(76.9)		(41)	%
Selling, general and administrative	368.4		339.5		28.9		9	%
Amortization of intangible assets	65.6		59.9		5.7		10	%
Goodwill impairment	218.2		6.7		211.5		NM
Impairment of long-lived assets	306.7		—		306.7		NM
Total operating expenses	1,775.7		1,287.5		488.2		38	%
Loss from operations	(726.4)		(170.0)		(556.4)		NM
Other income (expense):
Interest expense	(87.9)		(37.3)		(50.6)		136	%
Gain on sale of business	74.2		—		74.2		NM
Other, net	8.9		(11.7)		20.6		(176)	%
Total other income (expense), net	(4.8)		(49.0)		44.2		(90)	%
Loss before income taxes	(731.2)		(219.0)		(512.2)		NM
Income tax provision (benefit)	29.3		(7.4)		36.7		NM
Net loss	$	(760.5)	$	(211.6)	$	(548.9)	NM
NM - Not meaningful

Revenues and gross margin

	Year Ended December 31,
(dollars in millions)	~~2023~~2025			~~2022~~2024			% Change
Total revenues	$	~~1,049~~742.39		$	1,~~117~~043.56		(629)	%
Contracts and grants	2637.37			4130.40			~~(36)~~26	%
Total segment revenues (1)	$	1,023.0		$	1,076.1		(5)	%
Product and services sales, net	$	705.2		$	1,013.6		(30)	%
Cost of sales or services
Cost of product and services sales, net	$	326.2		$	681.3		(52)	%
Cost of Commercial Product sales	$	210.3		$	160.3		31	%
Intangible asset amortization	65.1			65.1			—	%
Cost of MCM Product sales	305.6			264.3			16	%
Gross margin (1)	$	313.9		$	267.2		17	%
Cost of Bioservices	189.5			268.5			(29)	%
Gross margin % (1)	45		%	26		%
Total cost of sales or services	$	705.4		$	693.1		2	%
(1) Gross margin is calculated as product and services sales, net less cost of product and services sales, net and intangible asset amortization. Gross margin percentage is calculated as gross margin divided by product and services sales, net.
Intangible asset amortization allocated to:
Cost of Commercial Products	$	38.6		$	42.9		(10)	%
Cost of MCM Products	27.0			16.9			60	%
Cost of Services	—			0.1			(100)	%
Total intangible asset amortization	$	65.6		$	59.9		10	%
Total segment gross margin (1)	$	252.0		$	323.1		(22)	%
Total segment gross margin % (1)	25		%	30		%
(1) We define total segment revenues, which is a non-GAAP financial measure, as our total revenues, less contracts and grants revenue. We define total segment gross margin, which is a non-GAAP financial measure, as total segment revenues less our aggregate cost of sales or services and intangible asset amortization. We define total segment gross margin percentage, which is a non-GAAP financial measure, as total segment gross margin as a percentage of total segment revenues. We believe that these non-GAAP operating measures, when reviewed collectively with our GAAP financial information, provide useful supplemental information to investors in assessing our operating performance.

Total revenues decreased $68300.27 million, or 629%, to $1742.09 ~~billion~~million in ~~2023~~2025. The decrease was due to alower ~~decrease~~Commercial inProducts ~~MCM~~revenue ~~Product sales~~ of $~~132~~172.48 million, ~~Bioservices~~Services ~~sales~~revenue of $3182.45 million, and ~~Contracts~~MCM ~~and~~Products ~~grants~~ revenue of $1553.1 million, partially offset by an increase in ~~Commercial~~Contracts ~~Product~~and ~~sales~~grants revenue of $~~110~~7.7 million.

~~Total~~Intangible ~~segment~~asset ~~gross~~amortization ~~margin~~remained ~~decreased~~unchanged at $7165.1 million, orfor ~~22%, to $252.0 million in 2023. Total segment gross margin percentage decreased 5 percentage points to 25%. The decrease was primarily due to a decrease in~~ the ~~MCM~~years ~~Products~~ended ~~segment~~December ~~gross margin of $183.8 million~~31, ~~partially~~2025 ~~offset by increases in the Commercial Products segment gross margin~~ and ~~Bioservices segment gross margin of $65~~2024.~~0 million and $47.7 million, respectively. Total segment gross margin and gross margin percentage excludes contracts and grants revenues because the related costs are R&D expenses.~~

~~See~~Gross ~~“Segment~~margin ~~Results”~~increased ~~for~~$46.7 anmillion, ~~expanded~~or ~~discussion~~17%, to $313.9 million in 2025. Gross margin percentage increased 19 percentage points to 45%. The increase was primarily due to improvements in Services gross margin of ~~revenues~~$160.5 million and in MCM Products gross ~~profit~~margin of $3.2 million, partially offset by a decrease in Commercial Products gross margin of $117.0 million. Gross margin and gross margin percentage excludes Contracts and grants revenues because the related costs are R&D expenses.

See “Reportable Segment Results” for an expanded discussion of revenues and gross profit.

Unallocated corporate operating expenses

R&D Expenses

R&D expenses decreased $7617.9 5 million, or 4125%, to $~~111~~53.4 2 million in ~~2023~~2025. The decrease was primarily due to ~~the~~write-offs ~~sale~~related ofto ~~our~~program ~~development~~terminations ~~program~~in ~~for~~the ~~CHIKV~~second ~~VLP~~quarter toof ~~Bavarian~~2024, ~~Nordic~~coupled ~~and~~with ~~reduction~~decreases in ~~related~~ overhead ~~costs~~and ~~driven~~severance byrelated ~~the~~costs ~~headcount~~in ~~reductions,~~the ~~which~~current ~~were~~year. ~~significant~~This ~~contributors~~decrease towas ~~prior period R&D expense,~~ partially offset by ~~write-offs~~an ~~related~~increase toin ~~program~~costs ~~terminations~~associated ~~during~~with the ~~period~~Ebanga™ program.

SG&A Expenses

~~Selling,~~SG&A ~~general and administrative~~ expenses ~~increased~~decreased $28121.9 million, or 940%, to $~~368~~186.4 1 million in ~~2023~~2025. The ~~increase~~decrease was primarily due to ~~higher~~a ~~professional~~reduction ~~services~~in ~~fees~~compensation ~~related~~and toother ~~general~~employee ~~corporate~~related ~~initiatives,~~costs ~~including~~as ~~organizational~~a ~~transformation~~result ~~consulting~~of ~~fees~~the ~~and~~restructuring ~~legal~~initiatives ~~remediation~~during ~~services~~2023 ~~fees~~and 2024, as well as ana ~~increase~~decrease in ~~marketing~~professional ~~expenses~~services and legal fees related to ~~the~~general ~~launch~~corporate ofinitiatives ~~OTC~~in ~~NARCAN®~~the prior year. The ~~increase~~decline ~~was~~in ~~partially~~SG&A ~~offset~~was byalso ~~decreases~~due into ~~compensation~~the ~~and~~absence ~~other~~of ~~employee~~a ~~costs~~one-time ~~related~~expense toof ~~the~~$10.0 million ~~restructuring~~recognized ~~initiatives~~in ~~during~~the ~~2023.~~prior ~~Selling,~~year ~~general~~period and ~~administrative~~the ~~costs~~receipt asof a ~~percentage~~one-time reimbursement of ~~total~~$10.5 million ~~revenue~~in ~~increased~~the 5current ~~percentage~~year ~~points~~period related to ~~35%~~settlements ~~for~~of ~~the~~our ~~year~~securities ~~ended~~and ~~December~~shareholder ~~31,~~litigation ~~2023.~~matters ~~The~~as ~~increase~~well ~~was~~as ~~due~~decreases toin anmarketing ~~increase~~spend. inSG&A ~~selling,~~expenses ~~general~~as ~~and~~a ~~administrative~~percentage ~~expenses~~of ~~coupled~~total ~~with~~revenue adecreased ~~decrease~~4 inpercentage ~~revenues~~points ~~during~~to 25% for the ~~period~~year ended December 31, 2025.

Goodwill Impairment

Goodwill impairment increased $211.5 million to $218.2 million in 2023. During the third quarter of 2023, the Company recognized a $218.2 million impairment charge to goodwill in the MCM reporting unit, reducing the goodwill balance of the reporting unit and segment to zero as of December 31, 2023.

Impairment of Long-lived Assets

~~During~~Impairment ~~the~~of ~~year~~long-lived ~~ended~~assets ~~December~~decreased 31$15.0 million, ~~2023~~or 55%, ~~the~~to ~~Company recorded a non-cash impairment charge of~~ $~~306~~12.7 2 million ~~related~~in ~~to certain asset groups within our Bioservices reporting unit~~2025. The ~~asset~~decrease ~~groups~~was ~~were~~due ~~written down only~~ to the ~~extent~~one ~~their~~time ~~carrying~~$27.2 million ~~value~~non-cash ~~was~~impairment ~~higher~~charge ~~than~~in ~~their~~the ~~respective~~second ~~fair~~quarter ~~values.~~of ~~The~~2024 ~~Company,~~related ~~with~~to ~~the~~our ~~assistance~~Bayview ofand aRockville ~~third-party~~asset ~~valuation~~groups ~~firm,~~within ~~applied~~the ~~valuation~~Bioservices ~~methods~~reporting tounit, ~~estimate~~partially ~~the~~offset ~~fair~~by ~~values~~a ~~for~~$12.2 ~~each~~million ofimpairment ~~the~~charge ~~assets~~associated ~~within~~with the ~~different~~Maryland ~~asset~~warehouse ~~classes~~disposal togroup ~~determine~~write-down ~~the~~during ~~amount of the impairment~~2025.

Interest expense

Interest expense ~~increased~~decreased $5011.6 7 million, or ~~136~~16%, to $8759.9 3 million in ~~2023~~2025. The ~~increase~~decrease was primarily due to ~~higher~~lower interest costs related to our prior syndicated borrowings, ~~and~~partially ~~debt~~offset ~~service~~by ~~costs~~higher ~~attributable~~interest toexpense ~~the~~related ~~negotiation of the Fourth Amendment~~ to ~~Amended~~our ~~and~~Term ~~Restated~~Loan ~~Credit~~ Agreement, ~~Waiver~~ and ~~First~~an ~~Amendment~~increase toin ~~Amended~~amortization ~~and Restated Collateral Agreement, partially offset by reduced interest expense related to the termination~~ of ~~our~~debt ~~interest~~service ~~rate swap hedging agreements~~costs.

Gain on sale of business

Gain on sale of business ~~was~~decreased $7424.2 3 million, ~~for~~or 100%, due to no sale of business occurring during the year ended December 31, ~~2023,~~2025. ~~which~~The gain on sale of business in the prior year was ~~attributable~~related to the sale of ~~our~~RSDL® ~~travel~~to ~~health~~SERB, ~~business~~partially tooffset ~~Bavarian~~by ~~Nordic~~a loss on ~~May~~the ~~15,~~sale ~~2023~~of the Company’s drug product facility in Baltimore-Camden to Bora.

Gain (loss) on debt extinguishment

Gain (loss) on debt extinguishment decreased $12.8 million to a $12.2 million loss in 2025. The decrease was due to a loss on early extinguishment of $13.8 million for the prepayment of $100.0 million of the Term Loan, primarily attributable to the acceleration of unamortized debt issuance costs and prepayment premium. This was partially offset by a gain on extinguishment of approximately $1.6 million for the principal repurchases of the Company’s Senior Unsecured Notes.

Other, net

Other, net was $854.9 2 million in income in ~~2023~~2025 compared towith $11.7 9 million in ~~expense~~income in ~~2022~~2024. The change of $2042.6 3 million, ~~or 176%,~~ was primarily attributable to a ~~write~~favorable shift from prior-~~off~~year ofasset asale ~~tax~~losses ~~indemnity~~to ~~receivable~~asset sale gains in the ~~prior~~current ~~period~~year ~~that~~related ~~did~~to ~~not~~our ~~reoccur~~Bayview infacility. ~~the~~In ~~current period~~addition, ~~favorable~~the ~~foreign~~Company ~~exchange~~recognized ~~revaluations,~~$20.0 million ~~higher~~of ~~interest~~incremental income from ~~rising~~milestone ~~interest~~payments ~~rates~~received ~~during~~in ~~the~~2025 ~~year,~~related ~~income~~to ~~from~~ the ~~Transition~~sale ~~Services~~of ~~Agreement~~our ~~with~~travel health business to Bavarian Nordic, as well as favorable impacts from interest income increase and aforeign ~~gain~~currency, onpartially ~~extinguishment~~offset ofby ~~debt~~a loss from warrant valuation.

Income tax provision ~~(benefit)~~

Income tax ~~benefit~~provision of $747.4 7 million for the year ended December 31, ~~2022~~2024 decreased $3617.7 5 million to a provision of $2930.3 2 million for the year ended December 31, ~~2023~~2025. The effective tax rate was ~~(4)~~36% for the year ended December 31, ~~2023~~2025 as compared to 3(33)% in ~~2022~~2024. The effective annual tax rate ~~decreased~~differs ~~largely~~from ~~due~~the toprior anyear ~~increase~~largely indue ~~nondeductible~~to ~~expenses,~~jurisdictional ~~specifically~~mix ~~the impact~~ of aincome ~~valuation allowance charge in the U.S., state~~ and ~~foreign jurisdictions~~losses, ~~goodwill impairment charge,~~ GILTI, and other permanent items. ~~This is partially offset by tax credits and favorable rates in foreign jurisdictions.~~

7771

SEGMENT RESULTS

COMMERCIAL PRODUCTS SEGMENT

	Year Ended December 31,
(dollars in millions)	~~2023~~2025			~~2022~~2024			% Change
Revenues	$	~~497~~226.31		$	~~386~~398.69		29(43)	%
Cost of sales	~~210~~130.31			~~160~~185.39			31(30)	%
Intangible asset amortization	3837.68			4237.98			~~(10)~~—	%
Gross margin (1)	$	~~248~~58.42		$	~~183~~175.42		35(67)	%
Gross margin % (1)	5026		%	4744		%
Add back:
Intangible asset amortization	3837.68			4237.98			~~(10)~~—	%
Segment adjusted gross margin (2)	$	287.0		$	226.3		27	%
Restructuring costs	0.2			—			NM
Segment adjusted gross margin % (2)	58		%	59		%
Segment adjusted gross margin (2)	$	96.2		$	213.0		(55)	%
Segment adjusted gross margin % (2)	43		%	53		%
(1) Gross margin is calculated as revenues less cost of sales and intangible asset amortization. Gross margin percentage is calculated as gross margin divided by revenues.
(2) Segment adjusted gross margin, which is a non-GAAP financial measure, for our Commercial Products segment, is calculated as gross margin plus intangible asset amortization. Segment adjusted gross margin percentage, which is a non-GAAP financial measure, is calculated as segment adjusted gross margin divided by revenues. The Company’s management utilizes segment adjusted gross margin and segment adjusted gross margin percentage for purposes of evaluating our ongoing operations and for internal planning and forecasting purposes. We believe that these non-GAAP operating measures, when reviewed collectively with our GAAP financial information, provide useful supplemental information to investors in assessing our operating performance.
(2) Segment adjusted gross margin, which is a non-GAAP financial measure, for our Commercial Products segment is calculated as gross margin plus intangible asset amortization and restructuring costs. Segment adjusted gross margin percentage, which is a non-GAAP financial measure, is calculated as segment adjusted gross margin divided by segment revenues. The Company’s management utilizes segment adjusted gross margin and segment adjusted gross margin percentage for purposes of evaluating our ongoing operations and for internal planning and forecasting purposes. We believe that these non-GAAP operating measures, when reviewed collectively with our GAAP financial information, provide useful supplemental information to investors in assessing our operating performance.
NM - Not meaningful

Year Ended December 31, ~~2023~~2025 Compared with Year Ended December 31, ~~2022~~2024

~~NARCAN®~~Naloxone

~~NARCAN®~~Naloxone sales ~~increased~~decreased $~~113~~172.8 million, or 3043%, to $~~487~~226.51 million in ~~2023~~2025. The ~~increase~~decrease was primarily driven by ~~higher~~lower sales of OTC NARCAN® and ~~branded NARCAN® to U.S. public interest channels and~~ Canadian ~~retail,~~sales ~~partially offset by the cessation~~ of ~~authorized~~branded ~~generic~~ NARCAN®, ~~sales~~driven ~~related~~primarily toby ~~the~~increased ~~termination~~competition ofdue ~~the~~to ~~Company's~~generics ~~relationship~~impacting ~~with~~price ~~Sandoz~~ and aunit ~~reduction~~sales, inpartially ~~commercial~~offset ~~retail~~by ~~sales~~an increase in ~~the~~KLOXXADO® Usales.S.

~~Other~~Cost ~~Commercial~~of ~~Products~~Sales and Gross Margin

~~Other~~Cost of Commercial Products sales decreased $355.18 million, or 2430%, to $9130.81 million in 2025. The decrease was ~~driven~~primarily bydue to lower sales of ~~Vivotif~~OTC NARCAN®, ~~partially~~and ~~offset~~lower byCanadian ~~higher~~ sales of ~~Vaxchora~~branded NARCAN®., ~~During~~partially ~~the~~offset ~~second~~by ~~quarter~~an ofincrease ~~2023,~~in ~~we sold Vivotif~~KLOXXADO® ~~and Vaxchora® to Bavarian Nordic as part of our travel health business~~sales.

78Commercial Products gross margin decreased $117.0 million, or 67%, to $58.2 million in 2025. Commercial Products gross margin percentage decreased 18 percentage points to 26% in 2025. The decrease was primarily due to an unfavorable price and volume mix of OTC NARCAN® and lower Canadian sales of branded NARCAN®, partially offset by an increase in KLOXXADO® sales. Commercial Products segment adjusted gross margin in the current year excludes the impact of intangible asset amortization of $37.8 million and restructuring costs of $0.2 million.

~~Cost of Sales, Intangible Asset Amortization and Gross Margin~~72

Cost of Commercial Product sales increased $50.0 million, or 31%, to $210.3 million in 2023. The increase was primarily driven by higher sales of OTC NARCAN® and higher branded NARCAN® sales.

Intangible asset amortization allocated to Commercial Products decreased $4.3 million, or 10%, to $38.6 million in 2023. The decrease was due to lower amortization expense resulting from the intangibles sold as part of our travel health business to Bavarian Nordic.

Commercial Products segment gross margin increased $65.0 million, or 35%, to $248.4 million in 2023. Commercial Products segment gross margin percentage increased 3 percentage points to 50% in 2023. The increase was largely due to a decrease in royalty expense, partially offset by a decrease in the per unit selling price in response to increased competition for generic NARCAN®. Commercial Products segment adjusted gross margin excludes the impact of intangible asset amortization of $38.6 million.

MCM PRODUCTS SEGMENT

	Year Ended December 31,
(dollars in millions)	~~2023~~2025			~~2022~~2024			% Change
Revenues	$	~~447~~456.27		$	~~579~~509.68		(2310)	%
Cost of sales	~~305~~163.61			~~264~~219.34			16(26)	%
Intangible asset amortization	27.03			1627.93			60—	%
Gross margin (1)	$	~~114~~266.63		$	~~298~~263.41		~~(62)~~1	%
Gross margin % (1)	2658		%	5152		%
Add back:
Intangible asset amortization	27.03			1627.93			60—	%
Changes in fair value of financial instruments	~~0.2~~—			20.6			(92100)	%
Restructuring costs	5.6			—			NM
Restructuring costs (benefits)	(1.0)			7.2			(114)	%
Inventory step-up provision	35.94			516.42			(9213)	%
Segment adjusted gross margin (2)	$	~~151~~298.30		$	~~369~~304.34		(592)	%
Segment adjusted gross margin % (2)	3465		%	6460		%
(1) Gross margin is calculated as revenues less cost of sales and intangible asset amortization. Gross margin percentage is calculated as gross margin divided by revenues.
(2) Segment adjusted gross margin, which is a non-GAAP financial measure, for our MCM Products segment, is calculated as gross margin plus intangible asset amortization, restructuring costs and non-cash items related to changes in fair value of financial instruments and inventory step-up provision. Segment adjusted gross margin percentage, which is a non-GAAP financial measure, is calculated as segment adjusted gross margin divided by revenues. The Company’s management utilizes segment adjusted gross margin and segment adjusted gross margin percentage for purposes of evaluating our ongoing operations and for internal planning and forecasting purposes. We believe that these non-GAAP operating measures, when reviewed collectively with our GAAP financial information, provide useful supplemental information to investors in assessing our operating performance.
(2) Segment adjusted gross margin, which is a non-GAAP financial measure, for our MCM Products segment is calculated as gross margin plus intangible asset amortization, restructuring costs (benefits) and non-cash items related to changes in fair value of financial instruments and inventory step-up provision. Segment adjusted gross margin percentage, which is a non-GAAP financial measure, is calculated as segment adjusted gross margin divided by segment revenues. The Company’s management utilizes segment adjusted gross margin and segment adjusted gross margin percentage for purposes of evaluating our ongoing operations and for internal planning and forecasting purposes. We believe that these non-GAAP operating measures, when reviewed collectively with our GAAP financial information, provide useful supplemental information to investors in assessing our operating performance.
NM - Not meaningful

Year Ended December 31, ~~2023~~2025 Compared with Year Ended December 31, ~~2022~~2024

Anthrax MCM

Anthrax MCM sales decreased $~~102~~24.52 million, or 3517%, to $~~187~~114.63 million in ~~2023~~2025. The decrease ~~reflects~~was ~~the~~due ~~impact~~to oflower ~~timing~~volumes of CYFENDUS® sales ~~related~~ to ~~CYFENDUS®~~the USG and ~~BioThrax®~~international customers, primarily due to the impact of timing, partially offset by anincreases ~~increase~~ in ~~Anthrasil~~ANTHRASIL® sales to the Canadian government and BioThrax® sales to foreign governments. Anthrax ~~vaccine~~MCM product sales are primarily made under annual purchase options exercised by the USG. Fluctuations in revenues result from the timing of the exercise of annual purchase options, the timing ~~and amount~~ of USG purchases, the availability of governmental funding and ~~timing of~~ Company delivery of orders that follow.

Smallpox MCM

Smallpox MCM sales decreased $6711.02 million, or 294%, to $~~167~~266.41 million in ~~2023~~2025. The decrease was primarily due to lower ~~sales of TEMBEXA~~ACAM2000®, ~~partially~~sales ~~offset~~volumes byto anboth ~~increase~~U.S. ~~related~~and ~~the~~non-U.S. ~~exercise~~customers, ~~and~~partially ~~full~~offset ~~delivery~~by increases in ~~the~~sales ~~current~~of ~~period~~TEMBEXA® ofthat adid ~~$120 million~~not ~~option~~occur byin the ~~USG~~prior toyear, ~~purchase~~and ~~ACAM2000~~CNJ-016® (VIGIV). Fluctuations in revenues from Smallpox MCM products result from the timing of the exercise of annual purchase options in existing procurement contracts, the timing of USG purchases, the availability of governmental funding and ~~timing of~~ Company delivery of orders that follow.

Other Product Sales

Other Product sales ~~increased~~decreased $3717.17 million, or 6719%, to $9276.23 million in ~~2023~~2025. The ~~increase~~decrease was primarily due to ~~higher~~the sale of RSDL® to SERB during the third quarter of 2024 and a decrease in BAT® ~~product~~foreign sales, partially offset by ~~lower~~higher ~~RSDL®~~USG ~~and Trobigard~~BAT® ~~product~~ sales due to timing.

~~Cost of Sales, Intangible Asset Amortization and Gross Margin~~73

Cost of ~~MCM~~Sales ~~Product sales increased $41.3 million, or 16%, to $305.6 million in 2023. The increase was primarily due to higher sales of ACAM2000®, BAT®~~ and ~~Anthrasil®,~~Gross ~~partially offset by lower sales of CYFENDUS®, coupled with higher allocations to MCM Product COGS at our Bayview facility, shutdown costs and inventory write-offs.~~Margin

~~Intangible~~Cost ~~asset~~of ~~amortization allocated to~~ MCM Product ~~segment~~sales ~~increased~~decreased $1056.13 million, or 6026%, to $27163.01 million in ~~2023~~2025. The ~~increase~~decrease was primarily due to ~~higher~~favorable ~~amortization~~manufacturing ~~expense~~variances ~~for~~mostly ~~intangible~~due ~~assets~~to ~~related~~lower toshut-down ~~TEMBEXA®~~and severance costs and lower inventory reserves, ~~NARCAN~~as well as lower production costs reflecting reduced volumes of ACAM2000® and CYFENDUS®, and ~~EbangaTM~~no ~~which~~RSDL® ~~were~~related ~~acquired~~costs ~~during~~in 2025 due to the ~~second~~sale ~~half~~of RSDL® to SERB in the third quarter of ~~2022~~2024. These decreases were partially offset by higher costs for ANTHRASIL® and TEMBEXA® due to higher unit volume.

MCM Products ~~segment~~ gross margin ~~decreased~~increased $~~183~~3.82 million, or 621%, to $~~114~~266.63 million in ~~2023~~2025. MCM Products ~~segment~~ gross margin percentage ~~decreased~~increased 256 percentage points to 2658% in ~~2023~~2025. The ~~decrease~~increase in gross margin percentage was ~~largely~~primarily due to ~~lower~~a ~~sales~~favorable ~~volumes~~product ~~and~~sales ~~higher~~mix ~~shutdown~~which ~~related~~was ~~costs~~weighted ~~and~~more ~~inventory~~heavily ~~write-offs,~~towards ~~coupled~~higher ~~with~~margin anproducts ~~unfavorable~~and ~~product~~a ~~revenue~~decrease ~~mix~~in ~~which~~shut-down ~~was~~and ~~weighted~~severance ~~more~~costs ~~heavily~~and toinventory ~~lower~~reserves ~~margin products~~ compared with the prior year period. ~~The 2023~~ MCM ~~Products~~Product segment adjusted gross margin in the current year excludes the ~~impact~~impacts of intangible asset amortization of $27.0 3 million, ~~restructuring~~inventory ~~costs~~step-up provision of $5.6 4 million, ~~non-cash items related to the changes in the fair value of contingent consideration of $0.2 million~~ and ~~the~~restructuring ~~inventory~~benefits ~~step-up provision~~ of $31.9 0 million.

80ALL OTHER REVENUES

~~SERVICES~~Year ~~SEGMENT~~Ended December 31, 2025 Compared with Year Ended December 31, 2024

	Year Ended December 31,
(dollars in millions)	2023			2022			% Change
Revenues	$	78.5		$	109.9		(29)	%
Cost of services	189.5			268.5			(29)	%
Intangible asset amortization	—			0.1			(100)	%
Gross margin (1)	$	(111.0)		$	(158.7)		30	%
Gross margin % (1)	(141)		%	(144)		%
Add back:
Intangible asset amortization	—			0.1			(100)	%
Restructuring costs	8.4			—			NM
Segment adjusted gross margin (2)	$	(102.6)		$	(158.6)		35	%
Segment adjusted gross margin % (2)	(131)		%	(144)		%
(1) Gross margin is calculated as revenues less cost of sales and intangible asset amortization. Gross margin percentage is calculated as gross margin divided by revenues.
(2) Segment adjusted gross margin, which is a non-GAAP financial measure, for our Services segment, is calculated as gross margin plus intangible asset amortization and restructuring costs. Segment adjusted gross margin percentage, which is a non-GAAP financial measure, is calculated as segment adjusted gross margin divided by revenues. The Company’s management utilizes segment adjusted gross margin and segment adjusted gross margin percentage for purposes of evaluating our ongoing operations and for internal planning and forecasting purposes. We believe that these non-GAAP operating measures, when reviewed collectively with our GAAP financial information, provide useful supplemental information to investors in assessing our operating performance.
NM - Not meaningful

Year Ended December 31, 2023 Compared with Year Ended December 31, 2022

Services Revenues

~~Bioservices~~Services ~~revenue~~revenues decreased $3282.25 million, or 3179%, to $7222.84 million in ~~2023~~2025. The decrease was ~~driven~~primarily byattributable ~~reduced~~to ~~production~~the ~~activities~~one attime $50.0 million arbitration settlement with Janssen related to the 2022 termination of the Janssen Agreement (the “Settlement Agreement”), which was paid in 2024, coupled with lower revenue from the Company'’s ~~Winnipeg~~Camden ~~and~~facility ~~Camden~~in ~~facilities.~~the ~~The~~current ~~decreases~~year, ~~were~~which was sold to Bora in the third quarter of 2024, partially offset by an increase in production at ~~our~~the ~~Canton~~Company's ~~facility~~Winnipeg ~~for a Bioservices customer~~facility.

Bioservices lease revenue increased $0.8 million, or 16%, to $5.7 million in 2023. The increase was related to a Bioservices customer at our Canton facility.

Cost of Services, Intangible Asset Amortization and Gross Margin

Cost of Services decreased $79.0 million, or 29%, to $189.5 million in 2023. The decrease was primarily due to reduced production activities related to the halt in manufacturing under the Janssen Agreement coupled with higher allocations to MCM Product cost of sales at our Bayview facility and lower production activities at our Winnipeg facility, partially offset by increased costs at our Camden facility for additional investments in quality enhancement and improvement initiatives and increased costs associated with production activities at our Canton facility for a Bioservices customer.

Intangible asset amortization allocated to Services decreased $0.1 million, or 100%, to no amortization in 2023. The decrease was due to the completion of the amortization of intangible assets acquired from Cangene.

Services segment gross margin increased $47.7 million, or 30%, to $(111.0) million in 2023. Services segment gross margin percentage increased 3 percentage points to (141)% in 2023. The increase was primarily driven by one-time costs and reserves related to the Janssen Agreement in the prior year. The 2023 Services segment adjusted gross margin excludes the impact of restructuring costs of $8.4 million.

OTHER REVENUE

Year Ended December 31, 2023 Compared with Year Ended December 31, 2022

Contracts and Grants

Contract and grants revenue ~~decreased~~increased $157.1 7 million, or 3626%, to $2637.3 7 million in ~~2023~~2025 compared with 2024. The ~~decrease~~increase was primarily ~~attributable~~related to ~~one-time~~work ~~indirect~~under ~~rate adjustments in~~ the ~~prior~~EbangaTM ~~period~~program, the conclusion of COVID-19 related studies in the fourth quarter of 2022, and decreases in development activities associated with various externally funded research and development projects. These decreases were partially offset by ~~increases in revenue on~~ the ~~BARDA~~wind-down ~~contract for the procurement~~ of ~~EbangaTM,~~our ~~which~~other ~~was~~funded ~~awarded~~development ~~in the current period, and TEMBEXA®~~initiatives.

8274

Financial Condition, Liquidity and Capital Resources

Our financial condition is summarized as follows:

	December 31,
(dollars in millions)	~~2024~~2025		~~2023~~2024		Change %
Financial assets:
Cash and cash equivalents	$	99205.54	$	~~111~~99.75	~~(11)~~106	%
Restricted cash	63.17		—6.1		NM(39)	%
Total cash, cash equivalents and restricted cash	$	~~105~~209.61	$	~~111~~105.76	~~(5)~~98	%
Borrowings:
Debt, current portion	$	—	$	413.7	(100)	%
Debt	572.1		663.7		(14)	%
Debt, net of current portion	663.7		446.5		49	%
Total borrowings	$	572.1	$	663.7	(14)	%
Total borrowings	$	663.7	$	860.2	(23)	%
Working capital:
Current assets	$	~~598~~662.75	$	~~679~~598.57	~~(12)~~11	%
Current liabilities	~~162~~132.42		~~651~~162.34		(7519)	%
Total working capital	$	~~436~~530.3	$	28436.23	NM22	%
NM - Not Meaningful

Principal Sources of Capital Resources

We have historically financed our operating and capital expenditures through existing cash and cash equivalents, cash from operations, development contracts and grant funding and borrowings under various credit agreements, including our Term Loan Agreement and other lines of credit we have established from time to time. We also occasionally obtain financing from the sale of our common stock upon exercise of stock options. As of December 31, ~~2024~~2025, we had unrestricted cash and cash equivalents of $99205.54 million and available borrowing capacity of up to $100.0 million under the Revolving Credit Agreement. As of December 31, 2025, the Company believes that its sources of liquidity, including debt and cash flows from operating activities, are adequate to fund its operations for at least the next twelve months from the issuance of these consolidated financial statements.

~~Going~~2025 ~~Concern~~Share ~~Considerations~~Repurchase Program

~~During~~In March 2025, the ~~second~~Company ~~quarter~~announced that its Board of ~~2024,~~Directors inhad ~~evaluating~~authorized the repurchase of up to $50.0 million of the Company’s ~~ability~~common tostock ~~continue~~(the as“2025 aShare ~~going~~Repurchase ~~concern~~Program”) on or before March 27, 2026. In February 2026, the Company ~~took~~reauthorized ~~into~~the ~~account~~2025 Share Repurchase Program for the ~~potential~~repurchase ~~mitigating~~of ~~effects~~up to $50.0 million of ~~management’~~the Company's ~~previously~~common ~~disclosed~~stock ~~plans~~through toMarch ~~mitigate~~31, 2027. Repurchases under the ~~substantial~~2025 ~~doubt~~Share ~~about~~Repurchase ~~the~~Program ~~Company’s~~may ~~ability~~be tomade ~~continue~~from astime ato ~~going~~time ~~concern,~~on ~~which~~the ~~plans~~open ~~had~~market ~~not~~or ~~yet~~in ~~been~~privately ~~fully~~negotiated ~~implemented~~transactions. ~~During~~The timing and amount of any shares repurchased will be determined by the ~~third~~Company’s ~~quarter~~management based on its evaluation of ~~2024~~market conditions and other factors, including the ~~Company~~market ~~made~~price ~~significant~~of ~~progress~~the ~~implementing~~Company’s ~~these~~common ~~plans~~stock, ~~which~~macroeconomic ~~progress~~environment isand ~~described~~other ~~below~~investment opportunities consistent with applicable law. AsThe a2025 ~~result,~~Share ~~the~~Repurchase ~~Company~~Program ~~concluded~~may ~~that~~be assuspended ofor ~~September~~discontinued ~~30,~~at ~~2024~~any time. The Inflation Reduction Act of 2022, itimposed ~~alleviated~~a ~~substantial~~nondeductible ~~doubt~~1% ~~about~~excise tax on the ~~Company’s~~net ~~ability~~value toof ~~continue~~certain asstock arepurchases ~~going~~made ~~concern~~after ~~within~~December ~~one~~31, ~~year~~2022. ~~after~~Excise ~~the~~tax ~~date~~accrued ~~that~~during the ~~third~~year ~~quarter~~ended ~~financial~~December ~~statements~~31, ~~were~~2025 ~~issued~~was $0.3 million.

During the ~~third~~year ~~quarter~~ended ofDecember ~~2024~~31, 2025, the Company ~~entered~~utilized ~~into the Term Loan Agreement, which provides for a Term Loan of~~ $~~250~~25.0 1 million, ~~and~~to ~~the~~repurchase ~~Revolving~~3.1 ~~Credit~~million ~~Agreement,~~shares ~~which~~at ~~provides~~an ~~for~~average ~~Revolving~~price ~~Loans~~ of ~~up to~~ $~~100~~8.~~0 million,~~15 ~~which~~per ~~have maturity dates that can extend through the second quarter of 2029. Also during the third quarter of 2024~~share, ~~the~~excluding ~~Company~~commissions ~~repaid~~and ~~all~~excise ~~amounts outstanding under its Prior Credit Agreement~~taxes. As of December 31, ~~2024~~2025, ~~there~~the ~~was~~Company had $~~250~~24.09 million ~~outstanding~~available ~~under~~to ~~the~~repurchase ~~Term~~shares ~~Loan~~under ~~Agreement and no outstanding Revolving Loans. For more information about~~ the ~~new~~2025 ~~Senior~~Share ~~Secured~~Repurchase ~~Credit Facilities, see Note 10, “Debt” in the Notes to Consolidated Financial Statements in Part II, Item 8~~Program. ~~of this Form 10-K.~~

~~During~~Senior ~~the~~Unsecured year ended December 31, 2024, the Company generated cash through the sale of certain assets, including the RSDL® Transaction, which provided for a cash purchase price of approximately $75.0 million; and the Camden Transaction, which provided for a cash purchase price of approximately $35.0 million. Additionally, the Company received funds of $50.0 million in connection with the Settlement Agreement with Janssen related to the 2022 termination of the Janssen Agreement. See Note 3, “Divestitures” in the Notes to Consolidated Financial Statements in Part II, Item 8. of this Form 10-K for additional information related to RSDL® Transaction and Camden Transaction and Note 19, “Litigation” in the Notes to Consolidated Financial Statements in Part II, Item 8, of this Form 10-K for additional information related to the accounting treatment and settlement of the arbitration with Janssen. Repurchase

83In May 2025, the Board of Directors authorized the Company to repurchase up to $30.0 million aggregate principal amount of the Company’s Senior Unsecured Notes. The Company may seek to opportunistically use this authority to repurchase its Senior Unsecured Notes in open market purchases, privately negotiated transactions or otherwise. Any such repurchases will depend upon prevailing market conditions, our liquidity requirements, contractual restrictions, applicable securities law and other factors. During the year ended December 31, 2025, we repurchased $10.3 million aggregate principal amount of the Company’s Senior Unsecured Notes for $8.7 million in cash, including fees, and recognized a gain on extinguishment of approximately $1.6 million. As of December 31, 2025, we had $19.7 million available to repurchase additional Senior Unsecured Notes.

~~Additionally, the Company has realized positive operational impacts of its restructuring and cost savings initiatives, including the closure of certain Bioservices facilities and reductions in force.~~ 75

As of December 31, 2024, the Company had unrestricted cash and cash equivalents of $99.5 million and available borrowing capacity of up to $100.0 million under the Revolving Credit Agreement. The Company believes that its sources of liquidity, including debt and cash flows from operating activities, are adequate to fund its operations for at least the next twelve months from the issuance of these consolidated financial statements.

At-the-Market Equity Offering Facility

In May 2023, the Company established an at-the-market equity offering program (the "ATM Program") pursuant to which the Company may, from time to time, sell up to $150.0 million aggregate gross sales price of shares of its common stock through Evercore Group L.L.C. and RBC Capital Markets, LLC, as sales agents. There were no sales of the Company’s common stock under the ATM Program during the year ended December 31, 2024. Our Registration Statement on Form S-3 related to the ATM Program expired on August 9, 2024. The Company cannot sell any shares under the ATM Program until a new Registration Statement on Form S-3 is filed and becomes effective. During the second quarter of 2023, we sold 1.1 million shares of our common stock under the ATM Program for gross proceeds of $9.1 million, representing an average price of $8.22 per share. As of December 31, 2024, $140.9 million aggregate gross sales price of shares of the Company’s common stock remains available for issuance under the ATM Program.

Cash Flows

The following table provides information regarding our cash flows for the years ended December 31, ~~2024~~2025 and ~~2023~~2024.

	Year Ended December 31,
(dollars in millions)	~~2024~~2025		~~2023~~2024
Net cash provided by (used in):
Operating activities	$	58170.76	$	~~(206~~58.3)7
Investing activities	~~125~~69.24		~~212~~125.32
Financing activities	(~~190~~136.06)		(~~535~~190.70)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	—0.1		~~(1.2)~~—
Net change in cash, cash equivalents and restricted cash	$	(6103.1)5	$	(~~530~~6.91)

Operating Activities:

Net cash provided by operating activities increased $~~265~~111.09 million in 2025 compared with 2024. The increase in net cash provided by operating activities was primarily due to ~~positive~~higher ~~changes~~net inincome ~~operating~~excluding ~~assets~~non-cash ~~and~~items ~~liabilities~~due ~~of $159.0 million, driven largely by a decrease~~ to ~~Prepaid~~improved ~~and~~operating ~~other~~performance ~~assets~~in ~~related~~2025, topartially ~~the~~offset ~~write-down~~by tounfavorable ~~net~~changes ~~realizable~~in ~~values~~working ofcapital, ~~the~~including ~~assets~~a ~~classified~~significant ~~within~~non-cash ~~“Other~~write-off ~~long~~in ~~term~~2024 ~~assets”~~ related to the Janssen Agreement ~~and~~termination ~~Settlement~~included ~~Agreement.~~in ~~Additionally,~~prepaid ~~net~~expenses ~~loss~~and ~~decreased~~other ~~by $569.9 million~~assets, ~~offset by a positive change in Goodwill impairment~~ and ~~Impairment~~higher ofcash ~~long~~payments ~~lived~~related ~~assets~~to ofaccrued ~~$218.2 million~~expenses and ~~$279.5 million,~~income ~~respectively~~taxes.

Investing Activities:

Net cash provided by investing activities decreased $8755.18 million in 2025 compared with 2024. The decrease in net cash provided by investing activities was primarily ~~due~~attributable to the ~~proceeds~~significant ~~received~~cash ~~from~~inflows ~~the~~in ~~sale~~2024 ofrelated to the ~~travel~~sale ~~health~~of ~~business~~RSDL® ~~during~~and the ~~second~~sale ~~quarter~~ of ~~2023~~the ofBaltimore-Camden ~~$270~~facility.~~2 million,~~ The decrease was partially offset by ~~proceeds~~greater ~~received~~aggregate inmilestone ~~2024~~payments ~~related~~received toin ~~the~~connection ~~RSDL®~~with ~~Transaction and~~ the sale of the ~~Baltimore-Camden~~Company’s ~~facility~~travel ofhealth ~~$110.2 million,~~business ~~milestone~~to ~~payments~~Bavarian ~~received~~Nordic in ~~2024~~2025, ~~related~~proceeds tofrom anthe ~~asset~~sale ~~divestiture~~of property, plant and equipment, including the sale of ~~$30.0~~our ~~million~~Baltimore-Bayview facility to Syngene, and a ~~lower~~reduction in capital expenditures ofcompared ~~$28.7~~with ~~million~~the prior year.

Financing Activities:

Net cash used in financing activities decreased $~~345~~53.74 million in 2025 compared with 2024. The decrease in cash used in financing activities was ~~primarily~~driven ~~due~~by tosignificant ~~proceeds~~net ~~from~~financing ~~the~~outflows ~~Company's~~in ~~new~~2024 ~~Term~~related ~~Loan~~to ~~Agreement~~the ~~and~~debt arefinancing, ~~reduction~~primarily indue ~~principal~~to ~~payments~~the ~~and~~principal ~~proceeds~~repayments on the Company’s former revolving ~~credit~~and ~~facility~~term ~~under~~loan ~~the~~facilities ~~Prior~~and ~~Credit~~associated ~~Agreement,~~debt ~~partially~~issuance ~~offset~~costs. byThe an2025 ~~increase~~financing inoutflows ~~payments~~included ~~related~~the torecent principal repayment on the ~~prior~~Company's ~~Term~~term ~~Loan~~loan ~~Facility~~facility and anrepurchases ~~increase~~under inthe ~~debt~~Company’s ~~issuance~~2025 ~~costs~~Share ~~associated~~Repurchase ~~with~~Program ~~entry~~and ~~into~~Senior ~~the~~Unsecured ~~Term~~Note ~~Loan~~repurchases, ~~Agreement~~which ~~and~~partially ~~Revolving~~offset ~~Credit~~the ~~Agreement~~year-over-year decrease.

Debt

As of December 31, ~~2024~~2025, the Company has $~~700~~589.07 million of fixed and variable rate debt with varying maturities, with no payable amounts within 12 months (see Note 1011, “Debt” in the Notes to Consolidated Financial Statements in Part II, Item 8. of this Form 10-K).

Uncertainties and Trends Affecting Funding Requirements

We expect to continue to fund our short-term and long-term anticipated operating expenses, capital expenditures and debt service requirements, any future debt repurchases and any future repurchases of our common stock from the following sources:

•existing cash and cash equivalents;

•net proceeds from the sale of our products and Bioservices;

•development contracts and grant funding;

•proceeds from potential asset sales; and

•our Term Loan Agreement and Revolving Loans.

There are numerous risks and uncertainties associated with product sales and with the development and commercialization of our product candidates. We may seek additional external financing to provide additional financial flexibility. Our future capital requirements will depend on many factors, including (but not limited to):

•the level, timing and cost of product sales and ~~Bioservices~~services sales;

•the extent to which we acquire or invest in and integrate companies, businesses, products or technologies;

•the acquisition of new facilities and capital improvements to new or existing facilities;

•the payment obligations under our indebtedness;

•the scope, progress, results and costs of our development activities;

•our ability to obtain funding from collaborative partners, government entities and non-governmental organizations for our development programs; and

•the costs of commercialization activities, including product marketing, sales and distribution.

If we raise funds by issuing equity securities, our stockholders may experience dilution. Public or bank debt financing, if available, may involve agreements that include covenants, like those contained in our Senior Unsecured Notes, our Term Loan Agreement and our ~~Senior~~Revolving ~~Secured~~ Credit ~~Facilities~~Agreement, which could limit or restrict our ability to take specific actions, such as incurring additional debt, making capital expenditures, pursuing acquisition opportunities, buying back shares or declaring dividends. If we raise funds through collaboration and licensing arrangements with third parties, it may be necessary to relinquish valuable rights to our technologies or product candidates or grant licenses on terms that may not be favorable to us.

Economic conditions, including market volatility and adverse impacts on financial markets, may make it more difficult to obtain financing on attractive terms, or at all. Any new debt funding, if available, may be on terms less favorable to us than our Senior Unsecured Notes, our Term Loan Agreement or our ~~Senior~~Revolving ~~Secured~~ Credit ~~Facilities~~Agreement. If financing is unavailable or lost, our business, operating results, financial condition and cash flows would be adversely affected, and we could be forced to delay, reduce the scope of or eliminate many of our planned activities.

Unused Credit Capacity

Available room under the ~~Revolving~~commitments ~~Loans~~with asrespect ofto ~~December 31, 2024 and~~ the ~~revolver~~Revolving ~~under~~Credit Agreement (the ~~Prior~~“Revolving ~~Credit~~Loans") ~~Agreement~~ as of December 31, ~~2023~~2025 and 2024 was:

	December 31,
(in millions)	~~2024~~2025		~~2023~~2024
Total Capacity	$	100.0	$	~~300~~100.0
Less:
Unused Capacity	$	100.0	$	100.0
Outstanding Letters of Credit(1)	—		0.5
Outstanding Indebtedness	—		219.2
Unused Capacity	$	100.0	$	80.3
(1) As a result of entering into the Revolving Credit Agreement during the third quarter of 2024, our outstanding letters of credit were moved to cash collateral. The full amount of these letters of credit is reflected in “Restricted Cash” on the Consolidated Balance Sheets as of December 31, 2024.

Contractual Obligations

As of December 31, ~~2024~~2025, the Company has contractual obligations related to lease arrangements and purchase commitments. The lease arrangements are for certain equipment and facilities. As of December 31, ~~2024~~2025, the Company had fixed lease payment obligations of $1516.39 million, with $3.64 million due within 12 months. The Company has non-cancelable purchase commitments of $~~632~~474.48 million, with an estimated $~~195~~142.69 million being due within 12 months.

Critical Accounting Policies and Estimates

Our consolidated financial statements and related disclosures are prepared in accordance with U.S. GAAP, which requires management to make estimates, judgments and assumptions that affect the amounts reported. Note 2, “Summary of significant accounting policies” of the Notes to Consolidated Financial Statements in Part II, Item 8. of this Form 10-K describes the accounting policies and methods used in the preparation of the Company’s consolidated financial statements. Management considers an accounting policy to be critical if it is important to reporting our financial condition and results of operations, and if it requires significant judgment and estimates on the part of management in its application. Management bases its estimates on historical experience and on various other assumptions it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the reported amounts of revenues and expenses that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Management believes the Company’s critical accounting policies and estimates are those related to revenue recognition, ~~contingent~~long-lived ~~consideration,~~assets and ~~income~~inventories, ~~taxes~~net.

Revenue Recognition

The Company's product sales are recognized at a point-in-time generally upon delivery to the customer, depending on the performance obligation which the Company is delivering. ~~The~~Certain of the Company's development contracts and grants arrangements which are cost-plus-fee contracts, and Bioservices arrangements, are generally recognized on a percentage of completion basis utilizing a cost-to-cost method or input method, respectively. Revenues are recognized as a percentage of the work completed during the period in an amount that reflects the percentage of the consideration which the Company expects to receive in exchange for the product or services. Estimating costs is subjective and requires assumptions about future activity and cost drivers.

For contracts with multiple performance obligations, the Company allocates the contract price to each performance obligation on a relative standalone selling price basis using the Company’s best estimate of the standalone selling price of each distinct product or service in the contract. Certain contracts may include lease components which are recognized under Accounting Standards Codification ("ASC") 842. The primary method used to estimate standalone selling price is the price observed in standalone sales to customers, however when prices in standalone sales are not available the Company may use third-party pricing for similar products or services or estimate the standalone selling price based on the best available information.

~~MCM~~Revenues ~~product~~for ~~revenues~~Naloxone products are recorded at the net ofsales ~~reserves~~price ~~established~~(transaction ~~for~~price), ~~applicable~~which ~~discounts~~includes ~~and~~estimates ~~allowances~~of ~~that~~variable ~~are~~consideration ~~offered~~for ~~within~~which ~~contracts~~reserves ~~with~~are ~~customers~~established. ~~The~~Estimates ~~Company's~~of ~~contracts~~variable ~~for~~consideration ~~the~~include ~~sale~~allowance offor ~~MCM~~returns, ~~products~~specialty ~~include~~distributor ~~certain~~fees, ~~acceptance~~wholesaler ~~criteria~~fees ~~before~~and ~~title~~prompt ~~passes~~payment ~~to the customer~~discounts. ~~MCM~~Revenues ~~product~~from ~~revenue~~OTC isNARCAN® are recognized to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with such variable consideration is subsequently resolved. The Company considers several factors in the estimation process for the allowance for returns of OTC NARCAN®, including inventory levels within the distribution channel, product shelf life and historical return activity, including activity for product sold for which the return period has passed, as well as other relevant factors. Because returned product cannot be resold, there is no corresponding asset for product returns.

86Revenue recognition is material to our business most notably because the nature of our product sales and development contracts requires us to apply significant judgment in estimating costs, allocating transaction prices to multiple performance obligations, and assessing variable consideration. Because these judgments are inherently subjective, changes in underlying assumptions could materially affect the amount and timing of revenue recognized. For additional information on our revenues, refer to Note 14, "Revenue recognition" in the Notes to Consolidated Financial Statements in Part II, Item 8. of this Form 10-K.

The Company's NARCAN® customer contracts, including OTC NARCAN® customer contracts, are fixed price contracts. For the majority of the Company's OTC NARCAN® contracts, the Company invoices and records revenue when the customers receive product from the third-party logistics warehouse used by the Company, which is the point at which control is transferred to the customer. Revenues for these OTC NARCAN® arrangements are recorded at the net sales price (transaction price), which includes estimates of variable consideration for which reserves are established. Estimates of variable consideration includes allowance for returns under direct retailer contracts, specialty distributor fees, wholesaler fees, prompt payment discounts and government rebates. OTC NARCAN® may also be sold on consignment through third-party online retailers where revenues are recognized point in time when sold to the end customer. The Company pays these third-party online retailers selling commissions and fulfillment fees which are recorded as "Selling general and administrative expenses" and "Cost of Commercial Product Sales", respectively, in the Consolidated Statement of Operations. Revenues from OTC NARCAN® are recognized to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with such variable consideration is subsequently resolved. For contracts with direct retailers, the Company considers several factors in the estimation process for the allowance for returns of OTC NARCAN®, including inventory levels within the distribution channel and historical return activity, including activity for product sold for which the return period has passed, as well as other relevant factors. As returned product cannot be resold, there is no corresponding asset for product returns. 78

For additional information on our revenues, refer to Note 13, "Revenue recognition" in the Notes to Consolidated Financial Statements in Part II, Item 8. of this Form 10-K.

Contingent Consideration

The Company's acquisitions accounted for as asset acquisitions may include contingent consideration payments to be made for sales-based royalties, sales-based milestones and development and regulatory milestones. We assess whether such contingent consideration meets the definition of a derivative. Contingent consideration payments in an asset acquisition not required to be accounted for as derivatives are recognized when the contingency is resolved, and the consideration is paid or becomes payable. Contingent consideration payments required to be accounted for as derivatives are recorded at fair value on the date of the acquisition and are subsequently remeasured to fair value at each reporting date. For additional information on the Company's contingent consideration, refer to Note 8, "Fair value measurements" in the Notes to Consolidated Financial Statements in Part II, Item 8. of this Form 10-K.

Income Taxes

The Company recognizes deferred tax assets and liabilities for future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases and net operating loss and R&D tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which those temporary differences are expected to be recovered or settled. Valuation allowances are recorded as appropriate to reduce deferred tax assets to the amount considered likely to be realized.

The Company’s income tax expense, deferred tax assets and liabilities and liabilities for unrecognized tax benefits reflect management’s best assessment of estimated current and future taxes to be paid. As tax laws are complex and subject to different interpretations, significant management judgement is required in (1) calculating the Company's income tax expense, deferred tax assets and deferred tax liabilities, (2) determining any valuation allowance recorded against deferred tax assets and (3) evaluating the amount of unrecognized tax benefits, as well as the interest and penalties related to such uncertain tax positions. The Company's estimates and assumptions may differ from tax benefits ultimately realized. For additional information on the Company's income taxes, refer to Note 15, "Income taxes" in the Notes to Consolidated Financial Statements in Part II, Item 8. of this Form 10-K.

Long-lived assets

Long-lived assets such as finite lived intangible assets and property, plant and equipment are not required to be tested for impairment annually, instead they are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. These events or changes in circumstances may include a significant deterioration of operating results, changes in business plans or changes in anticipated future cash flows. If an impairment indicator is present, we evaluate recoverability of assets to be held -and -used by a comparison of the carrying value of the assets with future undiscounted net cash flows expected to be generated by the assets. We group assets at the lowest level for which there are identifiable cash flows that are largely independent of the cash flows generated by other asset groups. If the total of the expected undiscounted future cash flows is less than the carrying amount of the asset group, we estimate the fair value of the asset group to determine whether an impairment loss should be recognized. Impairment would then be measured as the excess of the asset’s carrying value over its fair value. Fair value is typically determined by discounting the future cash flows associated with that asset. Significant judgments used for long-lived asset impairment assessments include identifying the appropriate asset groupings and primary assets within those groupings, determining whether events or circumstances indicate that the carrying amount of the asset may not be recoverable, determining the future cash flows for the assets involved and assumptions applied in determining fair value, which include, reasonable discount rates, growth rates, market risk premiums and other assumptions about the economic environment.

flows for the assets involved and assumptions applied in determining fair value, which include, reasonable discount rates, growth rates, market risk premiums and other assumptions about the economic environment.

During the second quarter of 2024, due to the decision to close the Company’s Baltimore-Bayview Drug Substance manufacturing facility and Rockville, Maryland Drug Product facility, the Company determined there were sufficient indicators of impairment for the Bayview and Rockville asset groups within the Bioservices reporting unit to require an impairment analysis. As a result, the Company performed recoverability tests on those asset groups and concluded that the Bayview and Rockville asset groups were not recoverable as the undiscounted expected cash flows did not exceed their carrying values. Based on these analyses, the Company allocated and recognized a non-cash impairment charge of $27.2 million during 2024.

Inventories, net

Inventories are stated at the lower of cost or net realizable value with cost being determined using a standard cost method, which approximates actual cost. Actual cost consists primarily of material, labor and manufacturing overhead expenses (including fixed production-overhead costs) and includes the services and products of third-party suppliers. For internally manufactured inventory, the Company determines normal capacity for each production facility and allocates fixed production-overhead costs on that basis. The Company records inventory acquired in business combinations utilizing the comparative sales method, which estimates the expected sales price reduced for all costs expected to be incurred to complete/dispose of the inventory with a profit on those costs. The Company analyzes its inventory each reporting period and records a reserve to reduce the cost basis to net realizable value for inventory that has become obsolete, expired, slow-moving or short-dated based on customer requirements. Reserves for excess and obsolete inventory are relieved when the related inventory is disposed of through scrap or sale.

Significant New Accounting Pronouncements

See Note 2, “Summary of significant accounting policies” in the Notes to Consolidated Financial Statements in Part II, Item 8. of this Form 10-K.

8879

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

For a discussion of additional risks arising from our operations, see “Item 1A—Business—Risk Factors” in this ~~2024~~2025 Annual Report.

Market Risks

We have interest rate and foreign currency market risk. Because of the short-term maturities of our cash and cash equivalents, we believe that an increase in market rates would likely not have a significant impact on the realized value of our investments.

Interest Rate Risk

We have debt with a mix of fixed and variable rates of interest. ~~We terminated our interest rate swaps in June 2023,~~ and we are satisfied with the current fix-float mix of the Company's debt portfolio. Floating rate debt carries interest based generally on the secured overnight financing ~~rate~~ ("“SOFR"”), as defined in our Term Loan Agreement, plus an applicable margin. Increases in interest rates could result in an increase in interest payments for our floating rate debt. We maintain an undrawn Revolver Loan that, if utilized, would bear interest and therefore could expose us to interest rate risk. See Note 1011, "Debt" in the Notes to Consolidated Financial Statements in Part II, Item 8. of this Form 10-K.

From time to time, we may use derivative instruments to manage our interest rate risk and market risk exposure.

We have assessed our exposure to changes in interest rates by analyzing the sensitivity to our operating results assuming various changes in market interest rates. A hypothetical increase of one percentage point in the SOFR rate as of December 31, ~~2024~~2025 would increase our interest expense by approximately $21.5 million annually.

Foreign Currency Exchange Rate Risk

We have exposure to foreign currency exchange rate fluctuations worldwide and primarily with respect to the Euro, Canadian dollar, Singapore dollar, Swiss franc, and British pound. We manage our foreign currency exchange rate risk primarily by either entering into foreign currency hedging transactions or incurring operating expenses in the local currency in the countries in which we operate, to the extent practicable. We currently do not hedge all of our foreign currency exchange exposure and the movement of foreign currency exchange rates could have an adverse or positive impact on our results of operations.

8980

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Emergent BioSolutions Inc. and Subsidiaries

Index to Consolidated Financial Statements			Page
Report of Independent Registered Public Accounting Firm			9182
Consolidated Balance Sheets for the years ended December 31, 2024 and December 31, 2023			93
Consolidated Balance Sheets for the years ended December 31, 2025 and December 31, 2024			84
Consolidated Statements of Operations for the years ended December 31, 2024, December 31, 2023 and December 31, 2022			94
Consolidated Statements of Operations for the years ended December 31, 2025, December 31, 2024 and December 31, 2023			85
Consolidated Statements of Comprehensive Loss for the years ended December 31, 2024, December 31, 2023 and December 31, 2022			95
Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2025, December 31, 2024 and December 31, 2023			86
Consolidated Statements of Cash Flows for the years ended December 31, 2024, December 31, 2023 and December 31, 2022			96
Consolidated Statements of Cash Flows for the years ended December 31, 2025, December 31, 2024 and December 31, 2023			87
Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2024, December 31, 2023 and December 31, 2022			97
Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2025, December 31, 2024 and December 31, 2023			88
Notes to Consolidated Financial Statements			9889

9081

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of Emergent BioSolutions Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Emergent BioSolutions Inc. and subsidiaries (the Company) as of December 31, ~~2024~~2025 and ~~2023~~2024, the related consolidated statements of operations, comprehensive income (loss), changes in stockholders’ equity and cash flows for each of the three years in the period ended December 31, ~~2024~~2025, and the related notes and financial statement schedule listed in the Index at Item 15 (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, ~~2024~~2025 and ~~2023~~2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, ~~2024~~2025, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, ~~2024~~2025, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated ~~March~~February 326, ~~2025~~2026 expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account or disclosure to which it relates.

9182

						Reserve for Excess and Obsolete Inventories
						Reserve for Excess and Obsolete Finished Goods Inventories
Description of the Matter						The Company had total inventories, net of $~~311~~343.74 million as of December 31, ~~2024~~2025. As discussed in Note 2 of the consolidated financial statements, inventories are stated at the lower of cost or net realizable value. The ~~company~~Company evaluates its inventories each reporting period and records a reserve to account for inventory that has become obsolete, expired, slow-moving, or short-dated based on customer requirements.Auditing the Company’s assessment for ~~excess~~finished ~~and~~goods ~~obsolete~~inventory ~~inventories~~reserves was subjective and involved auditor judgment as the estimate relies on factors that are outside of the Company’s control. In particular, the analysis is dependent on assumptions such as the expected timing of delivery for customer orders and the shelf-life requirements of customers.
How We Addressed the Matter in Our Audit						We obtained an understanding, evaluated the design, and tested the operating effectiveness of the Company's control over the finished goods inventory reserve process, which included management’s review of the assumptions, and the completeness and accuracy of the data underlying the finished goods inventory reserve analysis.Our audit procedures included, among others, assessing the appropriateness of the Company’s methodology and the significant assumptions used in the analysis for ~~reserve~~finished ofgoods ~~excess and obsolete~~ inventory reserves. We tested the mathematical accuracy of the calculations and audited the completeness and accuracy of the underlying inputs used, such as expiration dates, and customer shelf-life requirements. In addition, we performed inquiries of management and inspected documentation, such as customer contracts, to evaluate the reasonableness of the Company’s estimate.

/s/ Ernst & Young LLP

We have served as the Company’s auditor since 2004.

Tysons, Virginia

~~March~~February 326, ~~2025~~2026

9283

Emergent BioSolutions Inc. and Subsidiaries

Consolidated Balance Sheets

(in millions, except per share data)

	December 31,
	2024		2023
	2025		2024
ASSETS
Current assets:
Cash and cash equivalents	$	99205.54	$	~~111~~99.75
Restricted cash	63.17		—6.1
Accounts receivable, net	~~154~~84.52		~~191~~154.05
Inventories, net	~~311~~343.74		~~328~~311.97
Prepaid expenses and other current assets	2625.98		4726.9
Total current assets	~~598~~662.75		~~679~~598.57
Property, plant and equipment, net	~~270~~205.64		~~382~~270.86
Intangible assets, net	~~501~~436.5		~~566~~501.65
Other assets	1814.92		~~194~~18.39
Total assets	$	1,~~389~~318.76	$	1,~~823~~389.27
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	6055.96	$	~~112~~60.29
Accrued expenses	1712.72		1817.67
Accrued compensation	5641.18		7456.1
Debt, current portion	—		413.7
Current tax liability	6.8		5.8
Other current liabilities	2715.78		3221.79
Total current liabilities	~~162~~132.42		~~651~~162.34
Debt, net of current portion	663.7		446.5
Debt	572.1		663.7
Deferred tax liability	4137.78		4741.27
Other liabilities	3953.19		2839.91
Total liabilities	~~906~~796.90		~~1,173~~906.9
Stockholders’ equity:
Preferred stock, $0.001 par value per share; 15.0 shares authorized, no shares issued and outstanding	—		—
Common stock, $0.001 par value per share; 200.0 shares authorized, 59.9 and 57.8 shares issued; 54.3 and 52.2 shares outstanding, respectively.	0.1		0.1
Common stock, $0.001 par value per share; 200.0 shares authorized, 60.9 and 59.9 shares issued; 52.1 and 54.3 shares outstanding, respectively.	0.1		0.1
Treasury stock, at cost, 5.6 and 5.6 common shares, respectively	(227.7)		(227.7)
Treasury stock, at cost, 8.7 and 5.6 common shares, respectively	(252.6)		(227.7)
Additional paid-in capital	~~928~~942.04		~~904~~928.40
Accumulated other comprehensive loss, net	(57.25)		(5.72)
Accumulated deficit	(~~212~~159.48)		(21212.84)
Total stockholders’ equity	~~482~~522.86		~~649~~482.38
Total liabilities and stockholders’ equity	$	1,~~389~~318.76	$	1,~~823~~389.27

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

9384

Emergent BioSolutions Inc. and Subsidiaries

Consolidated Statements of Operations

(in millions, except per share data)

	Year Ended December 31,
	2024		2023		2022
	2025		2024		2023
Revenues:
Commercial Product sales	$	398.9	$	497.3	$	386.6
Product and services sales, net	$	705.2	$	1,013.6	$	1,023.0
MCM Product sales	509.8		447.2		579.6
Contracts and grants	37.7		30.0		26.3
Total Product sales, net	908.7		944.5		966.2
Total revenues	742.9		1,043.6		1,049.3
Bioservices:
Services	103.5		72.8		105.0
Leases	1.4		5.7		4.9
Total Bioservices revenues	104.9		78.5		109.9
Contracts and grants	30.0		26.3		41.4
Total revenues	1,043.6		1,049.3		1,117.5
Operating expenses:
Cost of Commercial Product sales (1)	185.9		210.3		160.3
Cost of product and services sales, net (1)	326.2		681.3		705.4
Cost of MCM Product sales (1)	219.4		305.6		264.3
Research and development	53.2		70.7		111.4
Cost of Bioservices (1)	276.0		189.5		268.5
Selling, general and administrative	186.1		308.0		368.4
Research and development	70.7		111.4		188.3
Amortization of intangible assets	65.1		65.1		65.6
Selling, general and administrative	308.0		368.4		339.5
Goodwill impairment	—		—		218.2
Amortization of intangible assets	65.1		65.6		59.9
Impairment of long-lived assets	12.2		27.2		306.7
Goodwill impairment	—		218.2		6.7
Total operating expenses	642.8		1,152.3		1,775.7
Impairment of long-lived assets	27.2		306.7		—
Income (loss) from operations	100.1		(108.7)		(726.4)
Total operating expenses	1,152.3		1,775.7		1,287.5
Loss from operations	(108.7)		(726.4)		(170.0)
Other income (expense):
Interest expense	(7159.03)		(8771.90)		(3787.39)
Gain on sale of business	~~24.3~~—		7424.23		—74.2
Other, net	12.5		8.9		(11.7)
Gain (loss) on debt extinguishment	(12.2)		0.6		2.5
Total other income (expense), net	(34.2)		(4.8)		(49.0)
Other, net	54.2		11.9		6.4
Loss before income taxes	(142.9)		(731.2)		(219.0)
Total other income (expense), net	(17.3)		(34.2)		(4.8)
Income tax provision (benefit)	47.7		29.3		(7.4)
Income (loss) before income taxes	82.8		(142.9)		(731.2)
Net loss	$	(190.6)	$	(760.5)	$	(211.6)
Income tax provision	30.2		47.7		29.3
Loss per common share
Net income (loss)	$	52.6	$	(190.6)	$	(760.5)
Basic	$	(3.60)	$	(14.85)	$	(4.22)
Earnings (loss) per common share
Diluted	$	(3.60)	$	(14.85)	$	(4.22)
Basic	$	0.98	$	(3.60)	$	(14.85)
Diluted	$	0.93	$	(3.60)	$	(14.85)
Weighted average shares outstanding
Basic	53.05		5153.20		5051.12
Diluted	5356.07		5153.20		5051.12
(1) Exclusive of intangible assets amortization

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

9485

Emergent BioSolutions Inc. and Subsidiaries

Consolidated Statements of Comprehensive Income (Loss)

(in millions)

	Year Ended December 31,
	2024		2023		2022
	2025		2024		2023
Net loss	$	(190.6)	$	(760.5)	$	(211.6)
Net income (loss)	$	52.6	$	(190.6)	$	(760.5)
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments, net	0(2.53)		0.95		1.0.9
Unrealized gains on hedging activities	—		~~2.7~~—		102.87
Reclassification adjustment for gains on hedging activities	—		~~(8.9)~~—		(08.19)
Reclassification adjustment for (gains) losses on pension benefit obligation	—		(3.5)		7.5
Reclassification adjustment for gains on pension benefit obligation	—		—		(3.5)
Total other comprehensive income (loss), net of tax	0(2.53)		(80.8)5		19(8.28)
Comprehensive loss, net of tax	$	(190.1)	$	(769.3)	$	(192.4)
Comprehensive income (loss), net of tax	$	50.3	$	(190.1)	$	(769.3)

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

9586

Emergent BioSolutions Inc. and Subsidiaries

Consolidated Statements of Cash Flows

(in millions)

	Year Ended December 31,
	2024		2023		2022
	2025		2024		2023
Operating Activities
Net loss	$	(190.6)	$	(760.5)	$	(211.6)
Net income (loss)	$	52.6	$	(190.6)	$	(760.5)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Share-based compensation expense	1816.02		2318.10		4523.1
Depreciation and amortization	~~108~~95.8		~~125~~108.18		~~143~~125.31
Change in fair value of contingent obligations, net	~~0.6~~—		0.26		20.62
Amortization of deferred financing costs	79.48		217.34		421.13
Deferred income taxes	(54.50)		(85.95)		(288.69)
Noncash gain on sale of business	~~(32.2)~~—		(7432.2)		—(74.2)
Change in fair value of warrant and forward liabilities	1.1		—		—
Change in fair value of warrant liability	5.5		1.1		—
Goodwill impairment	—		~~218.2~~—		6218.72
Impairment of long-lived assets	2712.2		~~306~~27.72		—306.7
Loss on disposal of assets	284.75		2128.17		321.61
Other	60.54		(86.1)5		2.(8.1)
Changes in operating assets and liabilities:
Accounts receivable	~~(24~~25.4)5		(2124.64)		~~118~~(21.16)
Inventories	(2430.53)		0(24.65)		~~(57~~0.1)6
Prepaid expenses and other assets	~~169~~11.97		11169.79		~~(19~~11.9)7
Accounts payable	(338.04)		10(33.60)		~~(14~~10.0)6
Accrued expenses and other liabilities	12(10.32)		~~(55~~12.7)3		(6655.7)
Long-term incentive plan accrual	3.61		43.86		—4.8
Accrued compensation	(1817.23)		(1018.42)		(010.84)
Income taxes receivable and payable, net	23(1.37)		~~(16~~23.2)3		28(16.72)
Contract liabilities	~~(20~~5.3)2		5(20.93)		95.69
Net cash provided by (used in) operating activities	58170.76		~~(206~~58.3)7		(34206.13)
Investing Activities
Purchases of property, plant and equipment	(2213.98)		(5122.69)		(~~115~~51.86)
Proceeds from sale of property, plant and equipment	738.92		—7.9		—
Royalty settlement payment	—		—		(21.8)
Milestone payments from prior asset divestiture	50.0		30.0		(6.3)
Milestone payments from prior asset divestiture (acquisition)	30.0		(6.3)		—
Purchase of convertible note receivable	(5.0)		—		—
Asset acquisitions	—		—		(243.7)
Proceeds from sale of business	—		110.2		270.2
Proceeds from sale of business	110.2		270.2		—
Net cash provided by investing activities	69.4		125.2		212.3
Net cash provided by (used in) investing activities	125.2		212.3		(381.3)
Financing Activities
Proceeds from the issuance of debt, net of lender fees	~~219.0~~—		—219.0		—
Proceeds allocated to warrants issued in conjunction with debt	~~13.4~~—		—13.4		—
Proceeds allocated to common stock issued in conjunction with debt	~~9.3~~—		—9.3		—
Purchases of treasury stock	—		—		(82.1)
Principal payments on term loan facility	(100.0)		(198.2)		(164.6)
Proceeds from revolving credit facility	~~65.0~~—		2065.0		~~598~~20.0
Principal payments on revolving credit facility	~~(284.2)~~—		(~~398~~284.82)		—(398.8)
Principal payments on term loan facility	(198.2)		(164.6)		(33.8)
Debt issuance costs	—		(14.6)		—
Debt issuance costs	(14.6)		—		—
Proceeds from issuance of common stock upon exercise of stock options	2.2		—		—
Proceeds from share-based compensation activity	1.5		1.8		5.0
Repurchase of debt	(8.7)		—		—
Taxes paid for share-based compensation activity	(1.2)		(2.5)		(5.9)
Prepayment premium on debt principal payment	(3.8)		—		—
Proceeds from at-the-market sale of stock, net of commissions and expenses	—		8.4		—
Purchases of treasury stock	(24.9)		—		—
Net cash provided by (used in) financing activities:	(190.0)		(535.7)		481.2
Proceeds from share-based compensation activity	—		1.5		1.8
Effect of exchange rate changes on cash, cash equivalents and restricted cash	—		(1.2)		0.5
Proceeds from at-the-market sale of stock, net of commissions and expenses	—		—		8.4
Net change in cash, cash equivalents and restricted cash	(6.1)		(530.9)		66.3
Taxes paid for share-based compensation activity	(1.4)		(1.2)		(2.5)
Cash, cash equivalents and restricted cash, beginning of period	111.7		642.6		576.3
Net cash used in financing activities:	(136.6)		(190.0)		(535.7)
Cash, cash equivalents and restricted cash, end of period	$	105.6	$	111.7	$	642.6
Effect of exchange rate changes on cash, cash equivalents and restricted cash	0.1		—		(1.2)
Net change in cash, cash equivalents and restricted cash	103.5		(6.1)		(530.9)
Cash, cash equivalents and restricted cash, beginning of period	105.6		111.7		642.6
Cash, cash equivalents and restricted cash, end of period	$	209.1	$	105.6	$	111.7
Supplemental cash flow disclosures:
Cash paid for interest	$	6449.07	$	6864.30	$	3368.03
Cash paid for income taxes, net of refunds	$	2640.50	$	5226.85	$	652.28
Non-cash investing and financing activities:
Purchases of property, plant and equipment unpaid at period end	$	1.96	$	51.79	$	95.47
Gain on extinguishments of debt	$	0.6	$	2.5	$	—
Gain (loss) on extinguishments of debt	$	(12.2)	$	0.6	$	2.5
Issuance of common stock in conjunction with debt	$	~~7.7~~—	$	—7.7	$	—
Excise tax liability accrued for common stock repurchases	$	0.3	$	—	$	—
Reconciliation of cash and cash equivalents and restricted cash:
Cash and cash equivalents	$	99205.54	$	~~111~~99.75	$	~~642~~111.67
Restricted cash	63.17		—6.1		—
Total	$	~~105~~209.61	$	~~111~~105.76	$	~~642~~111.67

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

9687

Emergent BioSolutions Inc. and Subsidiaries

Consolidated Statement of Changes in Stockholders' Equity

(in millions, except per share data)

	$0.001 Par Value Common Stock			Additional Paid-In Capital		Treasury Stock			Accumulated Other Comprehensive Income (Loss)		Retained Earnings (Accumulated Deficit)		Total Stockholders' Equity
	Shares	Amount				Shares	Amount
Balance at December 31, 2021	55.1	$	0.1	$	829.4	(3.8)	$	(152.2)	$	(16.1)	$	950.3	$	1,611.5
Net loss	—	—		—		—	—		—		(211.6)		(211.6)
Other comprehensive income, net of tax	—	—		—		—	—		19.2		—		19.2
Share-based compensation activity	0.6	—		44.1		—	—		—		—		44.1
Repurchases of common stock	—	—		—		(1.8)	(75.5)		—		—		(75.5)
Balance at December 31, 2022	55.7	$	0.1	$	873.5	(5.6)	$	(227.7)	$	3.1	$	738.7	$	1,387.7
Net loss	—	—		—		—	—		—		(760.5)		(760.5)
Other comprehensive loss, net of tax	—	—		—		—	—		(8.8)		—		(8.8)
Share-based compensation activity	1.0	—		22.5		—	—		—		—		22.5
At-the-market sale of stock, net of commissions and expenses	1.1	—		8.4		—	—		—		—		8.4
Other comprehensive loss, net of tax	—	—		—		—	—		(8.8)		—		(8.8)
Balance at December 31, 2023	57.8	$	0.1	$	904.4	(5.6)	$	(227.7)	$	(5.7)	$	(21.8)	$	649.3
Net loss	—	—		—		—	—		—		(190.6)		(190.6)
Other comprehensive loss, net of tax	—	—		—		—	—		0.5		—		0.5
Share-based compensation activity	1.0	—		15.9		—	—		—		—		15.9
Issuance of common stock	1.1	—		7.7		—	—		—		—		7.7
Other comprehensive income, net of tax	—	—		—		—	—		0.5		—		0.5
Balance at December 31, 2024	59.9	$	0.1	$	928.0	(5.6)	$	(227.7)	$	(5.2)	$	(212.4)	$	482.8
Net income	—	—		—		—	—		—		52.6		52.6
Share-based compensation activity	1.0	—		14.4		—	—		—		—		14.4
Repurchase of common stock	—	—		—		(3.1)	(24.9)		—		—		(24.9)
Other comprehensive loss, net of tax	—	—		—		—	—		(2.3)		—		(2.3)
Balance at December 31, 2025	60.9	$	0.1	$	942.4	(8.7)	$	(252.6)	$	(7.5)	$	(159.8)	$	522.6

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

9788

Emergent BioSolutions Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(dollar and share amounts in tables expressed in millions, except per share data)

1. Nature of the business and organization

Organization and business

The Company is focused on the following four PHT categories: chemical, biological, radiological, nuclear and explosives (“CBRNE”); emerging infectious diseases (“EID”); emerging health crises; and acute, emergency and community care. ~~The~~As of December 31, 2025, the Company has a product portfolio of 1011 products (consisting of vaccines, therapeutics, and drug-device combination products), including KLOXXADO® Nasal Spray for which the Company obtained certain exclusive commercial rights for product sales and marketing in the United States and Canada. The revenue generated by the products comprises a substantial portion of the Company's revenue. The Company structures the business with a focus on markets and customers. As such, the key components of the business structure include the following four product and service categories: Anthrax - Medical Countermeasures (“MCM”) ~~Products~~products, ~~NARCAN®~~Naloxone ~~commercial~~Commercial ~~product~~products, Smallpox - MCM products and Emergent Bioservices (CDMO) (“Bioservices”).

The Company manages the business with a focus on three operating segments: (1) a Commercial Products segment consisting of NARCAN® Nasal Spray and ~~other~~KLOXXADO® ~~commercial~~Nasal ~~products~~Spray, ~~that were sold~~ as ~~part~~described ~~of our travel health business in the second quarter of 2023 (see Note 3, “Divestitures” for more information on the sale of the travel health business)~~below; (2) a MCM Products segment consisting of our Anthrax - MCM, Smallpox - MCM and Other Products, described below and (3) a Services segment consisting of our Bioservices offerings. Commercial Products and MCM Products are our two reportable segments (~~See~~see Note 1819, “Segment information” for more information on our reportable segments).

The Company's products and services include:

Commercial Products Segment:

~~NARCAN®~~Naloxone Products

•NARCAN® (naloxone HCl) Nasal Spray is an intranasal formulation of naloxone approved by the United States Food and Drug Administration (“FDA”) (including in over-the-counter (“OTC”) form) and Health Canada for the emergency treatment of known or suspected opioid overdose as manifested by respiratory and/or central nervous system depression.

MCM Products Segment:

Anthrax - MCM Products

•BioThrax® (Anthrax Vaccine Adsorbed), the only vaccine licensed by the FDA for the general use prophylaxis and post-exposure prophylaxis of anthrax disease;

•CYFENDUS® (Anthrax vaccine adsorbed (AVA), adjuvanted), ~~previously known as AV7909,~~ which was ~~recently~~ approved by the FDA in July 2023 for post-exposure prophylaxis of disease following suspected or confirmed exposure to Bacillus anthracis in persons 18 through 65 years of age when administered in conjunction with recommended antibacterial drugs. CYFENDUS® is procured by certain authorized government buyers for their use; and

•Raxibacumab injection, the first fully human monoclonal antibody therapeutic licensed by the FDA for the treatment and prophylaxis of inhalational anthrax.

9889

Smallpox - MCM Products

Other Products

•BAT® (Botulism Antitoxin Heptavalent (A,B,C,D,E,F,G)-(Equine)), the only heptavalent antitoxin licensed by the FDA and Health Canada for the treatment of symptomatic botulism; and

Trobigard Revocation

On April 2, 2024, the Belgium Federal Agency for Medicines and Health Products acknowledged and confirmed Emergent’s request to revoke the Market Authorization for the Trobigard Auto-Injector.

Sale of RSDL®

OnIn July ~~31,~~ 2024, the Company entered into the Stock and Asset Purchase Agreement (the “RSDL® Agreement”) with SERB Pharmaceuticals, through its wholly owned subsidiary BTG International Inc. (collectively, “SERB”), pursuant to which, among other things, the Company sold its worldwide rights to RSDL® to SERB (the “RSDL® Transaction”). See Note 34, “Divestitures” for more information on the RSDL® Transaction.

Services Segment:

~~Bioservices~~As -of ~~CDMO~~the first quarter of 2025, the Company’s Services operating segment no longer met the quantitative thresholds of a reportable segment and did not meet the aggregation criteria set forth in Accounting Standards Codification (“ASC”) 280, Segment Reporting, and as such is categorized within “All other revenues” along with “Contracts and Grants” within Note 19, “Segment information”. See Note 19, “Segment information” for more information about the Company’s reportable segments.

The Company’s services revenue consists of distinct but interrelated bioservices: drug substance manufacturing; drug product manufacturing (also referred to as “fill/finish” services) and packaging; development services including technology transfer, process and analytical development services; and, when necessary, suite reservation obligations. These services, which the Company refers to as “molecule-to-market” offerings, employ diverse technology platforms (mammalian, microbial, viral and plasma) across a network of development and manufacturing sites operated by the Company for its internal products and pipeline candidates and third-party bioservices. The Company services both clinical-stage and commercial-stage projects for a variety of third-party customers, including government agencies, innovative pharmaceutical companies, and non-government organizations. In August 2023, the Company initiated an organizational restructuring plan (the “August 2023 Plan”) which included actions to reduce investment in and de-emphasize focus on its Bioservices business. In May 2024, the Company initiated a further organizational restructuring plan (the “May 2024 Plan”) announcing the closure of the Company’s Baltimore-Bayview Drug Substance manufacturing facility and Rockville, Maryland Drug Product facility. Additionally, on August 20, 2024, pursuant to the previously announced Asset Purchase Agreement (the “Asset Purchase Agreement”), the Company completed the sale of its Drug Product facility in Baltimore-Camden (the “Camden Transaction”) to Bora Pharmaceuticals Injectables Inc., a subsidiary of Bora Pharmaceuticals Co., Ltd. (“Bora”). See Note 3, “Divestitures” and Note 4, “Impairment and restructuring charges” for more information related to these announcements.90

2. Summary of significant accounting policies

Basis of presentation and consolidation

Our financial statements are prepared in conformity with U.S. generally accepted accounting principles (“GAAP”). The accompanying consolidated financial statements include the accounts of Emergent and its wholly owned subsidiaries. All significant inter-company accounts and transactions have been eliminated in consolidation. For presentation purposes, reclassifications of certain items have been made for comparability.

Liquidity and capital resources

The Company has historically financed its operating and capital expenditures through existing cash and cash equivalents, cash from operations, development contracts and grant funding and borrowings under various credit agreements, including the Term Loan Agreement (as defined below) and other lines of credit it has established from time to time.

In evaluating the Company’s ability to continue as a going concern in prior periods including through the second quarter of 2024, the Company took into account the potential mitigating effects of management’s previously disclosed plans to mitigate the substantial doubt about the Company’s ability to continue as a going concern, which plans had not yet been fully implemented. During the third quarter of 2024, the Company made significant progress implementing these plans, which progress is described below. As a result, the Company concluded that as of September 30, 2024, it alleviated substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the 2024 third quarter financial statements were issued.

During the third quarter of 2024, the Company entered into a credit agreement which provides for a term loan (the “Term Loan”) of $250.0 million (the “Term Loan Agreement”) and a credit agreement for asset-based revolving loans (the “Revolving Credit Agreement” and together with the Term Loan Agreement, the “Senior Secured Credit Facilities”) with maturity dates that can extend through the second quarter of 2029. Also during the third quarter, the Company repaid all amounts outstanding under its Amended and Restated Credit Agreement, dated October 15, 2018, by and among the Company, the lenders party thereto from time to time, and Wells Fargo Bank, National Association, as the Administrative Agent (the “Prior Credit Agreement”). As of December 31, 2024, there was $250.0 million outstanding under the Term Loan Agreement. The Revolving Credit Agreement provides for commitments with respect to asset-based revolver loans (the “Revolving Loans”) of up to the lesser of (x) $100.0 million, which may be increased (but not above $125.0 million, or the “Maximum Revolver Amount”) or decreased (but not below $50.0 million) by the Borrowers in accordance with the terms of the Revolving Credit Agreement and (y) the Borrowing Base (as defined in the Revolving Credit Agreement). Once reduced, the facility may not be increased. As of December 31, 2024, there were no outstanding Revolving Loans. For more information about the Senior Secured Credit Facilities, see Note 10, “Debt” for a discussion of the material terms and financial covenants. As of December 31, 2024, the Company was in compliance with all the covenants under the Senior Secured Credit Facilities.

During the year ended December 31, 2024, the Company generated cash through the sale of certain assets, including the RSDL® Transaction, which provided for a cash purchase price of approximately $75.0 million; and the Camden Transaction, which provided for a cash purchase price of approximately $35.0 million, which includes customary closing adjustments for working capital and transaction expenses of the business at closing. Additionally, the Company received funds of $50.0 million in connection with the confidential arbitration settlement (the “Settlement Agreement”) with Janssen Pharmaceuticals, Inc. (“Janssen”), one of the Janssen Pharmaceutical Companies of Johnson & Johnson, related to the 2022 termination of the Company's manufacturing services agreement with Janssen (the “Janssen Agreement”). See Note 3, “Divestitures” for additional information related to RSDL® Transaction and Camden Transaction, and Note 19, “Litigation” for additional information related to the accounting treatment and settlement of the arbitration with Janssen. Additionally, the Company has realized positive operational impacts of its restructuring and cost savings initiatives, including the closure of certain Bioservices facilities and reductions in force.

100

Use of estimates

The preparation of financial statements requires management to make estimates, judgments and assumptions that affect reported amounts and disclosures in the consolidated financial statements and accompanying notes. Due to the inherent uncertainty involved in making those estimates, ~~judgements~~judgments and assumptions, actual results could differ from those estimates. Our most significant estimates relate to revenue recognitions and the assessment of the recoverability of definite lived intangible assets and other long-lived assets. Other estimates include allowances for expected credit losses, inventory, depreciation and amortization, contingent consideration, share-based compensation, warrants, income taxes, and other contingencies. Management continually re-evaluates its estimates, judgments and assumptions and basis its estimates on historical trends, projections, current experience and other assumptions that it believes are reasonable. These estimates are sometimes complex, sensitive to changes in assumptions and require fair value determinations using Level 3 fair value measurements.

Cash and cash equivalents and restricted cash

Cash equivalents are highly liquid investments with a maturity of 90 days or less at the date of purchase and consist of time deposits and investments in money market funds with commercial banks and financial institutions. Also, the Company maintains cash balances with financial institutions in excess of insured limits. Restricted cash includes cash that is not readily available for use in the Company's operating activities. Restricted cash is primarily comprised of cash pledged under letters of credit.

Warrants

The Company accounts for Warrants as either equity instruments, liabilities or derivative liabilities in accordance with ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and/or ASC 815, Derivatives and Hedging (“ASC 815”), depending on the specific terms of the applicable warrant agreement.

Fair value measurements

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability, an exit price, in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value, includes:


Level 1 —			Observable inputs for identical assets or liabilities such as quoted prices in active markets;
Level 2 —			Inputs other than quoted prices in active markets that are either directly or indirectly observable; and
Level 3 —			Unobservable inputs in which little or no market data exists, which are therefore developed by the Company using estimates and assumptions that reflect those that a market participant would use.

On a recurring basis, the Company currently measures and records money market funds (Level 1), ~~contingent purchase consideration (Level 3)~~ and value of Warrants (Level 3) using fair value measurements in the accompanying financial statements. The carrying amounts of the Company's short-term financial instruments, which include cash and cash equivalents, accounts receivable and accounts payable approximate their fair values due to their short maturities.

Significant customers and accounts receivable

Billed accounts receivable are stated at invoice amounts and consist of amounts due from the United States Government ("USG"), commercial and Bioservices customers, as well as amounts due under reimbursement contracts with other government entities and non-government organizations. The Company's branded and generic opioid overdose reversal product, NARCAN® Nasal Spray, is sold commercially over-the-counter at retail pharmacies and digital commerce websites. asAll ~~well~~branded asNaloxone products, including KLOXXADO® Nasal Spray, are sold through physician-directed or standing order prescriptions at retail pharmacies, health departments, local law enforcement agencies, community-based organizations, substance abuse centers and other federal agencies.

~~101~~91

We maintain an allowance for expected credit losses, which represents the estimated aggregate amount of credit risk arising from the inability or unwillingness of specific customers to pay our fees or disputes that may affect our ability to fully collect our billed accounts receivable. We estimate the current-period provision for expected credit losses on a specific identification basis and we consider factors such as the age of the receivables balance, knowledge of the specific customers' circumstances and historical collection experience for similar customers. Amounts determined to be uncollectible are charged or written-off against the reserve. Accounts receivable, net of the allowance for expected credit losses, represents the amount we expect to collect. Our actual experience may vary from our estimates. At each reporting date, we adjust the allowance for expected credit losses to reflect our current estimate. Unbilled accounts receivable relates to various service contracts for which work has been performed and the Company has a right to bill but invoicing has not yet occurred. Contract assets include revenues recognized in advance of billings and the Company does not have a right to invoice the customer under the terms of the contract. The Company has receivables from contracts containing lease components. At each reporting period, the Company assesses whether it is probable that the Company will collect all future lease payments. The Company considers payment history and current credit status when assessing collectability. The Company does not adjust our receivables for the effects of a significant financing component at contract inception if we expect to collect the receivables in one year or less from the time of sale.

Concentration Risk

Customers

The Company has long-term contracts with the USG that expire at various times from ~~2025~~2026 through 2036. The Company has derived a significant portion of its revenue from sales of our Government - MCM products under contracts with the USG. The Company's current USG contracts do not necessarily increase the likelihood that it will secure future comparable contracts with the USG. The Company expects that a significant portion of the business will continue to be under government contracts that present a number of risks that are not typically present in the commercial contracting process. USG contracts for ACAM2000® and Anthrax Vaccines and other medical countermeasures products are subject to unilateral termination or modification by the government. The Company may fail to achieve significant sales of its medical countermeasures products, including ACAM2000® and Anthrax Vaccines to customers in addition to the USG, which would harm their growth opportunities. The Company's commercial product sales, largely NARCAN® Nasal Spray, are sold commercially over-the-counter at retail pharmacies and digital commerce websites as well as through physician-directed or standing order prescriptions at retail pharmacies, health departments, local law enforcement agencies, community-based organizations, substance abuse centers and other federal agencies. Refer to Note 1314, "Revenue recognition" for more information regarding significant customers.

Although the Company seeks to expand its customer base and to renew its agreements with its customers prior to expiration of a contract, a delay in securing a renewal or a failure to secure a renewal or securing a renewal on less favorable terms may have a material adverse effect on the Company’s financial condition and results of operations.

The Company’s accounts receivable do not represent a significant concentration of credit risk. The USG accounted for approximately 3946%, 3839% and 4338% of total revenues for ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023, respectively. The Company’s accounts receivable as of December 31, ~~2024~~2025 and ~~2023~~2024, consist primarily of amounts due from the USG or other large multi-national highly reputable customers for product sales, Bioservices or from government agencies under government grants.

Financial Institutions

Cash and cash equivalents are maintained with several financial institutions. The Company has deposits held with banks that exceed the amount of insurance provided on such deposits. Generally, these deposits may be redeemed upon demand and are maintained with financial institutions of reputable credit and, therefore, bear minimal credit risk.

Lender Counterparties

There is lender counterparty risk associated with the Company's credit agreement for asset-based revolving loans (the "Revolving Credit Agreement") and any derivative instruments that the Company may utilize from time to time. There is risk that the Company’s Revolving Credit Agreement investors and derivative counterparties will not be available to fund as obligated. If funding under the Revolving Credit Agreement is unavailable, the Company may have to acquire a replacement credit facility from different counterparties at a higher cost or may be unable to find a suitable replacement. The Company seeks to manage risks from its Revolving Credit Agreement and any derivative instruments that the Company may utilize from time to time by contracting with experienced large financial institutions and monitoring the credit quality of its lenders. As of December 31, ~~2024~~2025, the Company does not anticipate nonperformance by any of its counterparties.

~~102~~92

Inventories, net

Pre-launch inventory

Within the Company's Commercial Product and MCM Products segments costs relating to raw materials and production of inventory in preparation for product launch prior to regulatory approval are capitalized when the review process has progressed to a point where objective and persuasive evidence exists that regulatory approval is probable, the future economic benefit is expected to be realized, and the Company believes that material uncertainties related to the ultimate regulatory approval have been significantly reduced. Pre-launch inventory is recorded to research and development expense unless these criteria are met. For pre-launch inventory that is capitalized, the Company considers a number of specific facts and circumstances, including the product candidate’s current status in the drug development and regulatory approval process, results from related clinical trials, results from meetings with relevant regulatory agencies prior to the filing of regulatory applications, potential obstacles to the approval process, historical experience, viability of commercialization and market trends. This policy is not applicable to pre-launch inventory purchased to satisfy a performance obligation related to a Bioservices contract as Bioservices pre-launch inventory may be capitalized if it has future economic benefit based on the terms of the contract.

Property, plant and equipment, net

Property, plant and equipment are stated at cost, less accumulated depreciation and impairments. subject to reviews for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. The cost of normal, recurring or periodic repairs and maintenance activities related to property, plant and equipment are expensed as incurred. The cost for planned major maintenance activities, including the related acquisition or construction of assets, is capitalized if the repair will result in future economic benefits.

Interest costs incurred during the construction of major capital projects are capitalized until the underlying asset is ready for its intended use, at which point the interest costs are amortized as depreciation expense over the life of the underlying asset.

The Company capitalizes internal-use software when both (a) the software is internally developed, acquired, or modified solely to meet the entity’s internal needs and (b) during the software’s development or modification, no substantive plan either exists or is being developed to market the software externally. Capitalization of qualifying internal-use software costs begins when the preliminary project stage is completed, management with the relevant authority, implicitly or explicitly, authorizes and commits to the funding of the software project, and it is probable that the project will be completed and the software will be used to perform the function intended.

The Company generally depreciates or amortizes the cost of its property, plant and equipment using the straight-line method over the estimated useful lives of the respective assets, which are summarized as follows:


Land			Not depreciated
Buildings			31-39 years
Building improvements			10-39 years
Furniture and equipment			3-15 years
Software			3-7 years
Leasehold improvements			Lesser of the asset life or lease term

Upon retirement or sale, the cost of assets disposed of and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is credited or charged to operations. Repairs and maintenance costs are expensed as incurred.

~~103~~93

The Company determines the fair value of the property, plant and equipment acquired in a business combination utilizing either the cost approach or the sales comparison approach. The cost approach is determined by establishing replacement cost of the asset and then subtracting any value that has been lost due to economic obsolescence, functional obsolescence, or physical deterioration. The sales comparison approach determines an asset is equal to the market price of an asset of comparable features such as design, location, size, construction, materials, use, capacity, specification, operational characteristics and other features or descriptions.

Income taxes

Income taxes include federal, state, local and international taxes. Income taxes are accounted for using the asset and liability method. Deferred tax assets/liabilities are recognized for future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax basis and net operating loss and research and development ("R&D") tax credit carryforwards. Deferred tax assets/liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which those temporary differences are expected to be recovered or settled. Valuation allowances are recorded as appropriate to reduce deferred tax assets to the amount considered not more likely than not to be realized.

Deferred income tax effects of transactions reported in different periods for financial reporting and income tax return purposes are recognized under the asset/liability method of accounting for income taxes. This method gives consideration to the future tax consequences of the deferred income tax items and immediately recognizes changes in income tax laws in the year of enactment.

The Company's ability to realize deferred tax assets depends upon future taxable income as well as the limitations discussed below. For financial reporting purposes, a deferred tax asset must be reduced by a valuation allowance if it is not more likely than not that some portion or all of the deferred tax assets will be realized. In general, if the Company determines that it is more likely than not to realize more than the recorded amounts of net deferred tax assets in the future, the Company will reverse all or a portion of the valuation allowance established against its deferred tax assets, resulting in a decrease to income taxes in the period in which the determination is made. Likewise, if the Company determines that it is not more likely than not to realize all or part of the net deferred tax asset in the future, the Company will establish a valuation allowance against deferred tax assets, with an offsetting increase to income taxes, in the period in which the determination is made.

Under sections 382 and 383 of the Internal Revenue Code, if an ownership change occurs with respect to a "loss corporation", as defined therein, there are annual limitations on the amount of net operating losses and credits that are available. Historically, the Company has recognized the portion of net operating losses and R&D tax credits acquired that will not be limited and are more likely than not to be realized.

Because tax laws are complex and subject to different interpretations, significant judgment is required. As a result, the Company makes certain estimates and assumptions, in (1) calculating the Company's income tax expense, deferred tax assets/liabilities, (2) determining any valuation allowance recorded against deferred tax assets and (3) evaluating the amount of unrecognized tax benefits, as well as the interest and penalties related to such uncertain tax positions. The Company's estimates and assumptions may differ from tax benefits ultimately realized.

Asset Impairment Analysis

Goodwill and Indefinite-lived Intangible Assets

Goodwill represents the difference between the purchase price and the fair value of the identifiable tangible and intangible net assets when accounted for using the purchase method of accounting. Goodwill is not amortized but is reviewed for impairment. Goodwill is allocated to the Company's reporting units, which are components of our business for which discrete cash flow information is available one level below its operating segment. The Company evaluates goodwill and other indefinite-lived intangible assets for impairment annually as of October 1 and at interim times if an event or other circumstance indicates that we may not recover the carrying value of the asset. If the Company believes that as a result of its qualitative assessment it is more likely than not that the fair value of a reporting unit or other indefinite-lived intangible asset is greater than its carrying amount, the quantitative impairment test is not required. If however it is determined that it is not more likely than not that the fair value of a reporting unit or other indefinite-lived intangible asset is greater than its carrying amount, a quantitative test is required.

The quantitative goodwill impairment test is performed using a one-step process. The process is to compare the fair value of a reporting unit with its carrying amount. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is not impaired. If the carrying amount of a reporting unit exceeds its fair value, goodwill of the reporting unit is impaired and an impairment loss is recognized in an amount equal to that excess up to the total amount of goodwill included in the reporting unit.

~~104~~94

When the Company has material indefinite lived intangible assets associated with in-process research and development ("IPR&D"), a qualitative assessment is performed. If the qualitative assessment indicates that it is not more likely than not that the fair value of the indefinite lived intangible asset exceeds its carrying amount, the Company compares the estimated fair value of the intangible with its carrying value. If the carrying value of the intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. Determining fair value requires the exercise of judgment about appropriate discount rates, perpetual growth rates and the amount and timing of expected future cash flows (see Note 7, "Intangible assets and goodwill"). Upon successful completion of each project, the asset is classified as a definite-lived intangible and the Company will decide as to the then-useful life of the intangible asset, generally determined by the period in which the substantial majority of the cash flows are expected to be generated and begin amortization.

Long-lived Assets

Long-lived assets such as intangible assets and property, plant and equipment are not required to be tested for impairment annually. Instead, they are tested for impairment whenever circumstances indicate that the carrying amount of the asset may not be recoverable, such as when the disposal of such assets is likely or there is an adverse change in the market involving the business employing the related assets. If an impairment analysis is required, the impairment test employed is based on whether the Company’s intent is to hold the asset for continued use or to hold the asset for sale. If the intent is to hold the asset for continued use, the impairment test first requires a comparison of undiscounted future cash flows to the carrying value of the asset. If the carrying value of the asset exceeds the undiscounted cash flows, the asset would not be deemed to be recoverable. Impairment would then be measured as the excess of the asset’s carrying value over its fair value. Fair value is typically determined by discounting the future cash flows associated with that asset. If the intent is to hold the asset for sale and certain other criteria are met, the impairment test involves comparing the asset’s carrying value to its fair value less costs to sell. To the extent the carrying value is greater than the asset’s fair value less costs to sell, an impairment loss is recognized in an amount equal to the difference. Significant judgments used for long-lived asset impairment assessments include identifying the appropriate asset groupings and primary assets within those groupings, determining whether events or circumstances indicate that the carrying amount of the asset may not be recoverable, determining the future cash flows for the assets involved and assumptions applied in determining fair value, which include, reasonable discount rates, growth rates, market risk premiums and other assumptions about the economic environment.

Contingent Consideration

The Company's acquisitions accounted for as asset acquisitions may include contingent consideration payments to be made for sales-based royalties, sales-based milestones and development and regulatory milestones. The Company assesses whether such contingent consideration meets the definition of a derivative. Contingent consideration payments in an asset acquisition not required to be accounted for as derivatives are recognized when the contingency is resolved, and the consideration is paid or becomes payable. Contingent consideration payments required to be accounted for as derivatives are recorded at fair value on the date of the acquisition and are subsequently remeasured to fair value at each reporting date.

Leases

The Company has operating leases for corporate offices, R&D facilities and manufacturing facilities. The Company determines if an arrangement is a lease at inception. Operating leases with future minimum lease payments in excess of 12 months are included in right-of-use ("ROU") assets and liabilities. The Company has elected to record expense as incurred for leases with minimum lease payments of 12 months or less.

ROU assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent the Company's obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the Company's leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company uses an implicit rate when readily determinable. At the beginning of a lease, the operating lease ROU asset also includes any concentrated lease payments expected to be paid and excludes lease incentives. The Company's lease ROU asset may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise those options.

Lease expense for lease payments is recognized on a straight-line basis over the lease term. The Company has lease agreements with lease and non-lease components, which are accounted for separately.

~~105~~95

Revenue recognition

The Company recognizes revenue when the Company's customers obtain control of promised goods or services, in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services by analyzing the following five steps: (1) identify the contract with a customer(s); (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when (or as) the entity satisfies a performance obligation.

Multiple performance obligations

At contract inception, the Company assesses the products or services promised in a contract and identifies a performance obligation for each promise to transfer to the customer a product or service that is distinct, including evaluating whether the contract includes a customer option for additional goods or services which could represent a material right. A performance obligation is a promise in a contract to transfer a distinct product or service to a customer and is the unit of account under ASC 606. Contracts sometimes include more than one product, a lease, or options for customers to purchase additional products or services in the future for free or at a discount, which gives rise to separate performance obligations. For contracts with multiple performance obligations, the Company allocates the contract price to each performance obligation on a relative standalone selling price basis using the Company’s best estimate of the standalone selling price of each distinct product or service in the contract. The primary method used to estimate standalone selling price is the price observed in standalone sales to customers, however when prices in standalone sales are not available the Company may use third-party pricing for similar products or services or estimate the standalone selling price. Allocation of the transaction price is determined at the contracts’ inception.

Transaction price and variable consideration

Once the performance obligations in the contract have been identified, the Company estimates the transaction price of the contract. The estimate includes amounts that are fixed as well as those that can vary based on expected outcomes of the activities or contractual terms. The Company's variable consideration includes net profit received from sales of the Company's ~~NARCAN®~~Naloxone ~~Nasal Spray~~products, certain MCM products sold on a net basis, cost-plus-fee contract terms and consideration transferred under its development contracts as consideration received can vary based on developmental progression of the product candidate. When a contract's transaction price includes variable consideration, the Company evaluates the variable consideration to determine whether the estimate needs to be constrained; therefore, the Company includes the variable consideration in the transaction price only to the extent that it is probable that a significant reversal of the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. Variable consideration estimates are updated at each reporting date. There were no significant constraints or material changes to the Company's variable consideration estimates as of or during the year ended December 31, ~~2024~~2025.

Product sales

For our product sales, we recognize revenue at a point in time when the Company’s performance obligations have been satisfied and control of the products transfer to the customer. To indicate the transfer of control the Company will have a present right to payment, legal title must have passed to the customer, and the customer must have the significant risks and rewards of ownership. This point in time depends on several factors, including delivery, transfer of legal title, transition of risk and rewards of the product to the customer and the Company's right to payment.

The Company's contracts for the sale of the Company's Government - MCM products include certain acceptance criteria before title passes to the customer. The primary customer for the Company's Government - MCM products and the primary source of funding for the development of its MCM product candidate portfolio is the USG. The USG contracts for the sale of the Company's Government - MCM products are normally multi-year contracts with annual options. MCM product revenue is recognized to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur.

~~106~~96

The Company's ~~NARCAN®~~Nasal ~~customer~~Naloxone ~~contracts,~~Products ~~including OTC NARCAN® customer contracts,~~ are ~~fixed~~sold ~~price~~commercially ~~contracts. For~~ over-the-counter ~~majority~~at ofretail ~~the~~pharmacies ~~Company's OTC NARCAN® contracts, the Company invoices~~ and ~~records~~digital ~~revenue~~commerce ~~when~~websites ~~the~~as ~~customers~~well ~~receive~~as ~~product~~through ~~from the third~~physician-~~party~~directed ~~logistics~~or ~~warehouse~~standing ~~used~~order byprescriptions ~~the Company, which is the point~~ at ~~which~~retail ~~control is transferred to the customer. Revenues for these NARCAN® arrangements are recorded at the net sales price (transaction price)~~pharmacies, ~~which~~health ~~includes estimates of variable consideration for which reserves are established. Estimates of variable consideration includes allowance for returns under our direct retailer contracts~~departments, ~~specialty~~local ~~distributor~~law ~~fees,~~enforcement ~~wholesaler fees~~agencies, ~~prompt payment discounts and government rebates. OTC NARCAN® may also be sold on consignment through third~~community-~~party~~based online retailers where revenues are recognized point in time when sold to the end customer. The Company pays these third-party online retailers selling commissions and fulfillment fees which are recorded as "Selling general and administrative expenses" and Cost of commercial product sale"organizations, ~~respectively,~~substance inabuse ~~the~~centers Consolidated Statement of Operations. Revenues from OTC NARCAN® are recognized to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with such variable consideration is subsequently resolved. For contracts with direct retailers, the Company considers several factors in the estimation process for the allowance for returns of OTC NARCAN® including inventory levels within the distribution channel and ~~historical return activity, including activity for product sold for which the return period has passed, as well as~~ other ~~relevant~~federal ~~factors~~agencies. ~~As returned product cannot be resold, there is no corresponding asset for product returns.~~

The Company's OTC NARCAN® customer contracts are fixed price contracts. The Company invoices and records revenue when the pharmacies and wholesalers receive product from the third-party logistics warehouse used by the Company, which is the point at which control is transferred to the customer. Revenues for OTC NARCAN® are recorded at the net sales price (transaction price), which includes estimates of variable consideration for which reserves are established. Estimates of variable consideration include allowance for returns, specialty distributor fees, wholesaler fees and prompt payment discounts. OTC NARCAN® may also be sold on consignment through third-party online retailers where revenues are recognized at the point in time when sold to the end customer. The Company pays these third-party online retailers selling commissions and fulfillment fees which are recorded as SG&A expenses and Cost of Commercial Product sales, respectively, in the Consolidated Statement of Operations. Revenues from OTC NARCAN® are recognized to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with such variable consideration is subsequently resolved. The Company considers several factors in the estimation process for the allowance for returns of OTC NARCAN®, including inventory levels within the distribution channel, product shelf life and historical return activity, including activity for product sold for which the return period has passed, as well as other relevant factors. Because returned product cannot be resold, there is no corresponding asset for product returns.

Bioservices

The Company performs it's Bioservices offerings for third parties. Under these contracts, activities can include drug substance and drug product manufacturing services for injectable and other sterile products, and development services such as pharmaceutical product process development, process design, technology transfer, manufacturing validations, laboratory analytical development support, aseptic filling, lyophilization, final packaging, stability studies, and suite-reservations. These contracts vary in duration, activities, and number of performance obligations. Performance obligations identified under these arrangements may include drug substance and/or drug product manufacturing, technology transfer activities, and suite-reservations.

Drug substance, drug product manufacturing, development services and technology transfer performance obligations are recognized as revenue over-time because the Company’s performance does not create an asset with an alternative use and the Company has an enforceable right to payment for performance completed as work is performed. In drug product arrangements, the customer typically owns and supplies the active pharmaceutical ingredient (API), that is used in the manufacturing process; in drug substance arrangements, the customer provides certain seed material that is used in the manufacturing process. The transaction price generally contains both a fixed and variable component. The fixed component is stated in the agreement as a fixed price per unit with no contractual provision for a refund or price concession and the variable component generally results from pass-through costs that are billed at cost-plus over the life of the contract. The Company uses an input method to measure progress toward the satisfaction of the related performance obligations based on costs incurred as a percentage of total costs to complete which the Company believes best depicts the transfer of control of goods or services promised to its customers.

Suite reservations are classified as leases when the customer directs the use of the identified suite and obtains substantially all the economic benefits from the manufacturing capacity. If a customer reserves more than one suite, the allocation of contract value is based on relative selling price which varies due to size, location, capacity, production capability for drug product or drug substance, and the time of planned use. The associated revenue is recognized on a straight-line basis over the period of performance. For arrangements that contain both lease and non-lease components, consideration in the contract is allocated on a relative standalone selling price basis.

The Company’s Bioservices customer contracts generally include provisions entitling the Company to a termination penalty when the contract is terminated prior to the contract’s nominal end date. The termination penalties in the customer contracts vary but are generally considered substantive for accounting purposes and create enforceable rights and obligations throughout the stated duration of the contract. The Company accounts for a contract cancellation as a contract modification. The determination of the contract termination penalty is based on the terms stated in the related customer agreement. As of the modification date, the Company updates its estimate of the transaction price, subject to constraints, and recognizes the amount over the remaining performance period or measure of progress under the arrangement.

For contracts that contain lease components, the Company assesses the collectability of the lease payments. If the collectability of the lease payments is probable, the Company recognizes lease income over the term of the lease on a straight-line basis. If collectability is not deemed probable at any time during the term of the lease, the Company’s lease income is limited to the lesser of (i) the lease payments that have been collected from the lessee, or the straight-line recognition of the contract value. If the collectability assessment changes to probable after the Company has determined collectability is not deemed probable, any difference between the lease income that would have been recognized if collectability had always been assessed as probable and the lease income recognized to date is recognized as a current-period adjustment to lease income. Changes to the collectability of operating leases are recorded as adjustments to lease income in the Consolidated Statements of Operations in the period that they occur.

~~107~~97

Contracts and grants

The Company generates contract and grant revenue primarily from cost-plus-fee contracts associated with development of certain product candidates. Revenues from reimbursable contracts are recognized as costs are incurred, generally based on allowable costs incurred during the period, plus any recognizable earned fee. The Company uses this input method to measure progress as the customer has access to the development research under these projects and benefits incrementally as R&D activities occur. When applicable, the Company considers fixed fees under cost-plus-fee contracts to be earned in proportion to the allowable costs incurred in performance of the contract, the cost-to-cost measure of progress. The Company analyzes costs for contracts and reimbursable grants to ensure reporting of revenues gross versus net is appropriate. The USG contracts for the development of the Company's MCM product candidates are normally multi-year contracts.

Research and development

The Company expenses R&D costs as incurred. The Company's R&D expenses consist primarily of:

▪personnel-related expenses;

▪fees to professional service providers for, among other things, analytical testing, independent monitoring or other administration of the Company's clinical trials and obtaining and evaluating data from the Company's clinical trials and non-clinical studies;

▪costs associated with technology transfer and scale up activities throughout the development stage, including internally and through third party contract manufacturers;

▪costs of Bioservices for clinical trial material; and

▪costs of materials intended for use and used in clinical trials and R&D.

Comprehensive income (loss)

Comprehensive income (loss) is comprised of net income (loss) and other changes in equity that are excluded from net income (loss). The Company includes translation gains and losses incurred when converting its subsidiaries' financial statements from their functional currency to the U.S. dollar in accumulated other comprehensive income (loss) as well as gains and losses on its pension benefit obligation and derivative instruments.

Translation and remeasurement of foreign currencies

For our non-U.S. subsidiaries that transact in a functional currency other than the U.S. dollar, assets and liabilities are translated at current rates of exchange at the balance sheet date. Income and expense items are translated at the average foreign currency exchange rates for the period. Adjustments resulting from the translation of the financial statements of our foreign operations into U.S. dollars are excluded from the determination of net income (loss) and are recorded in accumulated other comprehensive income (loss), a separate component of equity. For subsidiaries where the functional currency of the assets and liabilities differ from the local currency, non-monetary assets and liabilities are remeasured at the rate of exchange in effect on the date assets were acquired while monetary assets and liabilities are remeasured at current rates of exchange as of the balance sheet date. Income and expense items are remeasured at the average foreign currency rates for the period. Remeasurement adjustments of these subsidiaries are included in "Other income (expense), net" in our Consolidated Statements of Operations.

Earnings (loss) per common share

Basic earnings (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed using the treasury method by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period, adjusted for the potential dilutive effect of other securities if such securities were converted or exercised and are not anti-dilutive.

Treasury stock

When stock is acquired for purposes other than formal or constructive retirement, the purchase price of the acquired stock is recorded in a separate treasury stock account, which is separately reported as a reduction of equity.

When stock is retired or purchased for formal or constructive retirement, the purchase price is initially recorded as a reduction to the par value of the shares repurchased, with any excess purchase price over par value recorded as a reduction to additional paid-in capital related to the series of shares repurchased and any remainder excess purchase price recorded as a reduction to retained earnings. If the purchase price exceeds the amounts allocated to par value and additional paid-in capital related to the series of shares repurchased and retained earnings, the remainder is allocated to additional paid-in capital related to other series of shares.

~~108~~98

To determine the cost of treasury stock that is either sold or reissued, the Company uses the last in, first out method. If the proceeds from the re-issuance of treasury stock are greater than the cost, the excess is recorded as additional paid-in capital. If the proceeds from re-issuance of treasury stock are less than the cost, the excess cost first reduces any additional paid-in capital arising from previous treasury stock transactions for that class of stock, and any additional excess is recorded as a reduction of retained earnings.

Advertising Costs

Advertising costs are expensed as incurred and are included as an element of "Selling, general and administrative" ("SG&A") expense in the Consolidated Statement of Operations. Advertising costs were $236.06 million, $2623.90 million and $826.69 million for the years ended December 31, ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023, respectively.

Accounting for share-based compensation

The Company ~~has~~maintains ~~two share-based employee compensation plans,~~ the Fourth Amended and Restated Emergent BioSolutions Inc. 2006 Stock Incentive Plan (the "“Emergent Plan"”) ~~and~~which ~~the~~provides ~~Emergent~~for ~~BioSolutions~~grants of equity awards, ~~Inc~~including stock options, performance stock options, restricted stock units and performance stock units. ~~Inducement~~The ~~Plan~~Emergent ~~(the~~BioSolutions "Inducement Plan") ~~under~~was ~~which~~maintained by the Company ~~may~~until ~~grant~~its ~~various~~termination ~~types~~on ofDecember ~~equity~~30, ~~awards~~2025. ~~including~~Following ~~stock~~its ~~options~~termination, ~~performance~~no ~~stock~~new ~~options~~awards will be granted under the Inducement Plan; however, ~~restricted~~outstanding ~~stock~~awards ~~units~~remain subject to its original terms. The terms and ~~performance~~conditions ~~stock~~of ~~units~~the Inducement Plan are substantially similar to the Company's stockholder-approved Emergent Plan as discussed below. For all of our share-based awards, the Company recognizes forfeitures and compensation costs when they occur.

On September 28, 2023, the Company's Board of Directors adopted and approved the Emergent BioSolutions, Inc. Inducement Plan, pursuant to which the Company may from time to time make equity grants to individuals not previously an employee or director of the Company or any of its subsidiaries (or following a bona fide period of interruption of employment) as a material inducement to their employment by the Company. The Inducement Plan was adopted by the board of directors without stockholder approval pursuant to New York Stock Exchange Listing Rule 303A.08. The board of directors reserved 5.0 million shares of the Company's common stock for issuance under the Inducement Plan. The terms and conditions of the Inducement Plan are substantially similar to the Company's stockholder-approved Emergent Plan as discussed below.

The terms and conditions of equity awards (such as price, vesting schedule, term and number of shares) under the Emergent Plan is determined by the compensation committee of the Company's board of directors, which administers the Emergent Plan. Each equity award granted under the Emergent Plan vests as specified in the relevant agreement with the award recipient and no option can be exercised after seven years from the date of grant. The Company records the estimated fair value of awards in expense on a straight-line basis over the requisite service period, which is generally the vesting period. Where awards are made with non-substantive vesting periods (for instance, where a portion of the award vests upon retirement eligibility), the Company estimates and recognizes expense based on the period from the grant date to the date the employee becomes retirement eligible.

The Company determines the fair value of restricted stock units using the closing market price of the Company's common stock on the day prior to the date of grant. The Company's performance stock units settle in the Company's stock. The fair value is determined on the date of the grant using the number of shares expected to be earned and the ending market value of the stock on the day prior to the grant date. The number of shares expected to vest is adjusted each reporting period by assessing the probability that the performance criteria will be met and the associated targeted payout level that is forecasted will be achieved.

The Company utilizes the Black-Scholes valuation model for estimating the fair value of stock options granted. Set forth below is a discussion of the Company's methodology for developing each of the assumptions used:

▪Expected dividend yield — the Company does not pay regular dividends on its common stock and does not anticipate paying any dividends in the foreseeable future.

▪Expected volatility — a measure of the amount by which a financial variable, such as share price, has fluctuated (historical volatility) or is expected to fluctuate (implied volatility) during a period. The Company analyzed its own historical volatility to estimate expected volatility over the same period as the expected average life of the options.

▪Risk-free interest rate — the range of U.S. Treasury rates with a term that most closely resembles the expected life of the option as of the date on which the option is granted.

▪Expected average life of options — the period of time that options granted are expected to remain outstanding, based primarily on the Company's expectation of option exercise behavior subsequent to vesting of options.

109

The Company uses a Monte Carlo valuation model for estimating performance stock options and liability classified awards granted that vest based on market conditions. The Monte Carlo model incorporates more complex variables than closed-form models such as the Black-Scholes valuation model used for stock option grants. The Monte Carlo valuation model simulates a distribution of stock prices to yield an expected distribution of stock prices over the performance period. The stock-paths are simulated using volatilities calculated with historical information using data from a look-back period that is equal to the term of the award. The model assumes a risk-free interest rate with a term equal to the expected term of the award. The simulations are repeated multiple times and the mean of the discounted values is calculated as the grant date fair value for the award. The final payout of the award as calculated by the model is then discounted back to the grant date using the risk-free interest rate.

New Accounting Standards

Recently Adopted Accounting Standards

In ~~November~~December 2023, the Financial Accounting Standards Board ("“FASB"”) issued Accounting Standards Update (“"ASU”") ~~2023-07~~No. ~~(“ASU~~ 2023-~~07”)~~09, ~~Segment~~Income ~~Reporting~~Taxes (Topic ~~280~~740): Improvements to ~~Reportable~~Income ~~Segment~~Tax Disclosures,. ~~which~~The ~~improves~~amendment ~~reportable~~enhances ~~segment~~income tax disclosure requirements, onby anrequiring ~~annual~~public ~~and~~entities ~~interim~~to ~~basis,~~provide ~~primarily~~additional ~~through~~disaggregation ~~enhanced~~in ~~disclosures~~the ~~about~~income ~~significant~~tax ~~segment~~rate ~~expenses.~~reconciliation ~~Additionally,~~and itto ~~requires~~disclose aincome ~~public~~taxes ~~entity~~paid toby ~~disclose~~jurisdiction. ~~the~~The ~~title~~guidance ~~and~~is ~~position~~effective offor ~~the~~annual ~~Chief~~reporting ~~Operating~~periods ~~Decision~~in ~~Maker~~fiscal ~~(“CODM”)~~years beginning after December 15, 2024. The ~~ASU~~Company ~~does~~elected ~~not~~to ~~change~~adopt ~~how~~ASU a2023-09 ~~public~~in ~~entity~~accordance ~~identifies~~with its ~~operating~~effective ~~segments,~~date ~~aggregates~~and ~~them,~~will orapply ~~applies~~ the ~~quantitative~~guidance ~~thresholds~~prospectively. toBeginning ~~determine~~with ~~its~~the ~~reportable~~current ~~segments.~~reporting ~~The~~period, the Company ~~adopted~~has ~~ASU~~enhanced ~~2023-07~~its ~~during~~income ~~the~~tax ~~year~~disclosures ~~ended~~included ~~December~~in 31Note 16, ~~2024~~"Income ~~with~~taxes", noto ~~material~~comply ~~impact~~with to the ~~Company's~~new ~~consolidated financial statements~~requirements.

Accounting Standards Not Yet Adopted

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires a public business entity to disclose, on an annual basis, a tabular rate reconciliation using both percentages and currency amounts, broken out into specified categories with certain reconciling items further broken out by nature and jurisdiction to the extent those items exceed a specified threshold. In addition, all entities are required to disclose income taxes paid, net of refunds received disaggregated by federal, state/local, and foreign and by jurisdiction if the amount is at least 5% of total income tax payments, net of refunds received. The amendments in the ASU are effective for public business entities for annual periods beginning after December 15, 2024, although early adoption is permitted. The Company is in the process of evaluating the impact of this new guidance on its consolidated financial statements.

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, which requires a public business entity to disclose additional information about specific expense categories in the notes to financial statements on an annual and interim basis. The amendments are effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with early adoption permitted. A public entity should apply the amendments either prospectively to financial statements issued for reporting periods after the effective date of this ASU or retrospectively to any or all prior periods presented in the financial statements. The Company is in the process of evaluating the impact of this new guidance on its consolidated financial statements.

3In December 2025, the FASB issued ASU 2025-10, Government Assistance (Topic 832): Accounting for Government Grants Received by Business Entities. ~~Divestitures~~ This guidance establishes authoritative requirements for recognition, measurement, presentation, and disclosure of government grants received by business entities. The ASU aligns U.S. GAAP with certain aspects of IAS 20 and requires entities to disclose the nature and terms of government grants, significant conditions, accounting policies applied, amounts recognized in the financial statements, and any repayment obligations. ASU 2025-10 is effective for public business entities for annual periods beginning after December 15, 2028, including interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact of this guidance on its consolidated financial statements and related disclosures. Adoption is expected to require enhanced disclosures regarding government grants received and may affect the timing of income recognition for certain arrangements. The Company does not expect the adoption of ASU 2025-10 to have a material impact on its financial position or results of operations.

3. Assets and liabilities held-for-sale

In March 2025, the Company classified the assets and related liabilities associated with warehouse space in Maryland as held-for-sale. At that time, the Company recognized a non-cash loss on assets held-for-sale of $12.2 million which adjusted the disposal group to their fair values less costs to sell. During the fourth quarter of 2025, the Company concluded that its Maryland warehouse no longer met the criteria to be classified as held-for-sale due to changes in management's plan regarding the use of the warehouse space and determined it was no longer probable that it would be sold within 12 months. The net assets were reclassified to held-and-used at the lower of (i) their carrying amount, adjusted for depreciation that would have been recognized had they remained classified as held-and-used, or (ii) their fair value as of the date the decision not to sell was made. This reclassification as of December 31, 2025 did not result in any incremental adjustments to the recorded value of the assets and liabilities and is reported within “Impairment of long-lived assets” on the Consolidated Statements of Operations for the year ended December 31, 2025.

4. Divestitures

Sale of Travel Health Business

OnIn May ~~15,~~ 2023, pursuant to the Purchase and Sale Agreement (the “Purchase and Sale Agreement”), by and between the Company, through its wholly owned subsidiaries Emergent International Inc. and Emergent Travel Health Inc., and Bavarian Nordic (“Bavarian Nordic”), the Company completed the previously announced sale of the Company’s travel health business, including rights to Vivotif®, the licensed typhoid vaccine; Vaxchora®, the licensed cholera vaccine; the development-stage chikungunya vaccine candidate CHIKV VLP; the Company’s manufacturing site in Bern, Switzerland; and certain of its development facilities in San Diego, California.

At the closing, Bavarian Nordic paid a cash purchase price of $270.2 million, exclusive of customary closing adjustments for cash, indebtedness, working capital and transaction expenses of the business at closing. Bavarian Nordic ~~may~~was ~~also be~~ required to pay milestone payments oftotaling ~~up to~~ $80.0 million, ~~related~~which to the ~~development~~Company ofrecorded ~~CHIKV~~within ~~VLP and receipt of marketing approval and authorization in the U.S. and Europe~~“Other, ~~and earn-out payments of up to $30.0 million based on aggregate~~ net” ~~sales of Vaxchora® and Vivotif®~~ in ~~calendar year 2026. On July 18, 2024, Bavarian Nordic announced that~~ the ~~European~~Consolidated ~~Medicines~~Statement Agency had validated the marketing authorization application for CHIKV VLP, which triggered a development milestone payment receivable under the Purchase and Sale Agreement to the Company in the amount of ~~$10.0 million. On August 13~~Operations, ~~2024,~~upon ~~Bavarian~~satisfaction Nordic announced that the FDA has accepted and granted Priority Review for the Biologics License Application for CHIKV VLP, which triggered a milestone payment receivable under the Purchase and Sale Agreement to the Company in the amount of ~~$20.0 million. The Company received both development milestone payments during~~ the ~~year~~following ~~ended December 31, 2024. On February 14, 2025, Bavarian Nordic~~ milestones:

~~110~~100

~~announced~~•In ~~that~~July ~~the FDA approved CHIKV VLP under the Priority Review~~2024, ~~which~~Bavarian ~~triggered~~Nordic aannounced ~~development~~that ~~milestone payment receivable under~~ the ~~Purchase~~European ~~and~~Medicines ~~Sale~~Agency ~~Agreement~~had tovalidated the ~~Company~~marketing inauthorization ~~the~~application ~~amount~~for ~~of $30.0 million. On February 28, 2025, Bavarian Nordic announced that the European Commission approved~~ CHIKV VLP, which triggered a development milestone payment receivable ~~under the Purchase and Sale Agreement to the Company~~ in the amount of $2010.0 million. ~~Both~~The ~~payments~~Company ~~are~~received ~~expected~~this tomilestone bepayment ~~received~~ in the ~~first~~fourth ~~half~~quarter of ~~2025~~2024.

As•In aAugust ~~result~~2024, ofBavarian ~~the~~Nordic ~~divestiture,~~announced that the ~~Company~~FDA ~~recognized~~has aaccepted ~~pre-tax~~and ~~gain~~granted ofPriority ~~$74.2 million,~~Review ~~net~~for ofthe ~~transaction~~Biologics ~~costs~~License ofApplication ~~$4.0 million~~for CHIKV VLP, ~~recorded~~which ~~within~~triggered ~~“Gain~~a onmilestone ~~sale~~payment receivable in the amount of ~~business”~~$20.0 million. onThe ~~the~~Company ~~Consolidated~~received ~~Statements~~this ofmilestone ~~Operations~~payment ~~for~~in the ~~year~~fourth ~~ended~~quarter ~~December~~of ~~31, 2023~~2024.

•In ~~connection~~February ~~with the divestiture~~2025, ~~the Company entered into a Transition Services Agreement (the “~~Bavarian Nordic ~~TSA”)~~announced ~~with~~that ~~Bavarian~~the ~~Nordic~~FDA toapproved ~~help~~CHIKV ~~support~~VLP ~~its~~under ~~ongoing operations. Under~~ the ~~Bavarian~~Priority ~~Nordic TSA~~Review, ~~the~~which ~~Company~~triggered ~~provided~~a ~~certain~~milestone ~~transition~~payment ~~services~~in tothe ~~Bavarian~~amount ~~Nordic,~~of ~~including information technology, finance and enterprise resource planning, research and development, human resources, employee benefits and other limited services~~$30.0 million ~~Income~~which ~~from performing services under the Bavarian Nordic TSA~~ was recorded ~~within~~in “Other, net” onduring the Consolidated Statements of Operations. While the services under the Bavarian Nordic TSA were substantially completed in the third quarter of 2024, certain services continue to be provided as of December 31, 2024. The Bavarian Nordic TSA services income was $0.5 million and $3.2 million for the year ended December 31, ~~2024 and 2023, respectively~~2025. The Company ~~determined~~received ~~that~~this ~~the~~milestone ~~disposal~~payment ofduring the ~~Company’s~~first ~~travel~~quarter ~~health~~of business did not qualify for reporting as a discontinued operation since it does not represent a strategic shift that had or will have a major effect on the Company’s operations and financial results2025.

•In February 2025, Bavarian Nordic announced that the European Commission approved CHIKV VLP, which triggered a milestone payment receivable in the amount of $20.0 million which was recorded in “Other, net” during the year ended December 31, 2025. The Company received this milestone payment during the second quarter of 2025.

Pursuant to the Purchase and Sale Agreement, the Company may receive up to $30.0 million of earn-out payments from Bavarian Nordic based on aggregate net sales of Vaxchora® and Vivotif® in calendar year 2026.

Sale of RSDL®

OnIn July ~~31,~~ 2024, the Company, through its wholly owned subsidiary Emergent BioSolutions Canada Inc., entered into the RSDL® Agreement with SERB pursuant to which, among other things, the Company sold its worldwide rights to RSDL® to SERB. The RSDL® Transaction also included the sale to SERB of all the outstanding capital stock of Emergent Protective Products USA Inc. (“EPPU”), a wholly owned subsidiary of the Company, which leases a manufacturing facility in Hattiesburg, Mississippi, as well as certain assets related to RSDL®, including intellectual property rights, contract rights, inventory and marketing authorizations. In addition, the employees of EPPU joined SERB in connection with the RSDL® Transaction.

~~Pursuant~~At to the ~~RSDL® Transaction~~closing, SERB ~~assumed~~paid ~~certain~~a ~~government~~cash

Filing Compare · Emergent BioSolutions Inc.