UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________________________________

FORM 10-Q

___________________________________________________________

(Mark One)


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

For the quarterly period ended ~~September~~March 3031, ~~2025~~2026


☐			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: 001-37686

BEONE MEDICINES LTD.

(Exact name of registrant as specified in its charter)


Switzerland			98-1209416
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

c/o BeOne Medicines I GmbH
Aeschengraben 27
Basel, Switzerland			4051
(Address of principal executive offices)			(Zip Code)

+41 61 685 19 00

(Registrant’s telephone number, including area code)

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

American Depositary Shares, each representing 13 Ordinary Shares, par value $0.0001 per share

ONC

The Nasdaq Global Select Market

Ordinary Shares, par value $0.0001 per share*

06160

The Stock Exchange of Hong Kong Limited

*Included in connection with the registration of the American Depositary Shares with the Securities and Exchange Commission. The ordinary shares are not listed for trading in the United States but are listed for trading on The Stock Exchange of Hong Kong Limited.

As of ~~November~~April 130, ~~2025~~2026, 1,~~438~~445,~~553~~262,~~263~~342 ordinary shares, par value $0.0001 per share, were outstanding, of which ~~703~~713,~~452~~513,~~724~~697 ordinary shares were held in the form of 54,~~111~~885,~~748~~669 American Depositary Shares, each representing 13 ordinary shares, and 115,055,260 were RMB shares which are ordinary shares issued to permitted investors in China and listed on the Science and Technology Innovation Board of the Shanghai Stock Exchange in Renminbi.

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

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

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

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

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

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

Table of Contents

BeOne Medicines Ltd.

Quarterly Report on Form 10-Q

TABLE OF CONTENTS

		Page
PART I.	FINANCIAL INFORMATION	3
Item 1.	Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2726
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	4139
Item 4.	Controls and Procedures	4240
PART II.	OTHER INFORMATION	4341
Item 1.	Legal Proceedings	4341
Item 1A.	Risk Factors	4341
Item 2.	Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities	100
Item 3.	Defaults Upon Senior Securities	100
Item 4.	Mine Safety Disclosures	100
Item 5.	Other Information	100
Item 6.	Exhibits	~~100~~101
SIGNATURES		~~102~~103

From time to time, we may use our website, our X ~~(formerly known as Twitter)~~ account at x.com/BeOneMedicines, our LinkedIn account at linkedin.com/company/BeOneMedicines, our Facebook account at facebook.com/BeOneMedicines, and our Instagram account at instagram.com/BeOneMedicines to disclose material information and to comply with our disclosure obligations under Regulation FD. Our financial and other material information is routinely posted to and accessible on the Investors section of our website, available at www.beonemedicines.com. Investors are encouraged to review the Investors section of our website because we may post material information on that site that is not otherwise disseminated by us. Information that is contained in and can be accessed through our website, our X ~~(formerly known as Twitter)~~ posts, our LinkedIn posts and our Instagram posts are not incorporated into, and does not form a part of, this Quarterly Report.

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

BEONE MEDICINES LTD.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Amounts in thousands of U.S. Dollars (“$”), except for number of shares and per share data)

(Unaudited)

		Three Months Ended		~~Nine Months Ended~~
		September 30,		September 30,
		March 31,
	Note	~~2025~~2026	~~2024~~2025	~~2025~~	~~2024~~
		$	$	$	$
Revenues
Product revenue, net	1211	1,~~395~~487,~~013~~329	~~993~~1,~~447~~108,530	~~3,805,619~~	~~2,661,511~~
Other revenue	3	1726,~~271~~109	8,~~152~~749	~~39,244~~	~~20,906~~
Total revenues		1,~~412~~513,~~284~~438	1,~~001~~117,~~599~~279	~~3,844,863~~	~~2,682,417~~
Cost of sales - product		~~196~~167,~~510~~215	~~170~~165,~~462~~002	~~526,118~~	~~433,529~~
Gross profit		1,~~215~~346,~~774~~223	~~831~~952,~~137~~277	~~3,318,745~~	~~2,248,888~~
Operating expenses
Research and development		~~523~~541,~~662~~224	~~496~~481,~~179~~887	~~1,530,445~~	~~1,411,283~~
Selling, general and administrative		~~528~~555,~~998~~097	~~455~~459,~~223~~288	~~1,526,199~~	~~1,326,379~~
Total operating expenses		1,~~052~~096,~~660~~321	~~951~~941,~~402~~175	~~3,056,644~~	~~2,737,662~~
Income (loss) from operations		163,114	(120,265)	262,101	(488,774)
Income from operations		249,902	11,102
Interest income, net		3,029	10,643	12,374	40,028
Interest income		27,664	12,850
Other (expense) income, net		(18,979)	11,318	(6,862)	1,096
Interest expense		(32,887)	(7,002)
Income (loss) before income taxes		147,164	(98,304)	267,613	(447,650)
Other income, net		14,536	3,950
Income tax expense	9	22,323	23,046	47,182	45,255
Income before income taxes		259,215	20,900
Net income (loss)		124,841	(121,350)	220,431	(492,905)
Income tax expense	8	31,858	19,630
Earnings (loss) per share
Net income		227,357	1,270
Basic	13	0.09	(0.09)	0.16	(0.36)
Earnings per share
Diluted	13	0.08	(0.09)	0.15	(0.36)
Basic	12	0.16	0.00
Weighted-average shares outstanding—basic		1,432,801,699	1,376,751,873	1,410,497,062	1,361,216,763
Diluted	12	0.15	0.00
Weighted-average shares outstanding—diluted		1,488,750,354	1,376,751,873	1,465,535,004	1,361,216,763
Weighted-average shares outstanding—basic		1,442,451,870	1,390,052,966
Earnings (loss) per American Depositary Share (“ADS”)
Weighted-average shares outstanding—diluted		1,505,027,338	1,445,253,219
Basic	13	1.13	(1.15)	2.03	(4.71)
Earnings per American Depositary Share (“ADS”)
Diluted	13	1.09	(1.15)	1.96	(4.71)
Basic	12	2.05	0.01
Weighted-average ADSs outstanding—basic		110,215,515	105,903,990	108,499,774	104,708,982
Diluted	12	1.96	0.01
Weighted-average ADSs outstanding—diluted		114,519,258	105,903,990	112,733,462	104,708,982
Weighted-average ADSs outstanding—basic		110,957,836	106,927,151
Weighted-average ADSs outstanding—diluted		115,771,334	111,173,325

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

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BEONE MEDICINES LTD.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME ~~(LOSS)~~

(Amounts in thousands of U.S. Dollars (“$”))

(Unaudited)

	Three Months Ended		~~Nine Months Ended~~
	September 30,		September 30,
	March 31,
	2025	2024	2025	2024
	2026	2025
	$	$	$	$
Net income (loss)	124,841	(121,350)	220,431	(492,905)
Net income	227,357	1,270
Other comprehensive income (loss), net of tax of nil:
Other comprehensive income, net of tax of nil:
Foreign currency translation adjustments	1224,~~058~~470	566,~~747~~441	~~47,046~~	~~15,348~~
Other adjustments	~~383~~232	~~202~~226	~~685~~	~~573~~
Comprehensive income (loss)	137,282	(64,401)	268,162	(476,984)
Comprehensive income	252,059	7,937

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

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BEONE MEDICINES LTD.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Amounts in thousands of U.S. Dollars (“$”), except for number of shares and per share data)

As of

September 30,

December 31,

March 31,

December 31,

Note

~~2025~~2026

~~2024~~2025

(unaudited)

(audited)

Assets

Current assets:

Cash and cash equivalents

4,~~036~~791,~~868~~676

24,~~627~~547,~~410~~530

Accounts receivable, net

~~863~~938,~~281~~019

~~676~~865,~~278~~080

Inventories, net

~~531~~681,~~687~~590

~~494~~608,~~986~~227

Prepaid expenses and other current assets

109

~~232~~189,~~641~~995

~~192~~212,~~919~~752

Total current assets

56,~~664~~601,~~477~~280

36,~~991~~233,~~593~~589

Property, plant and equipment, net

1,~~628~~640,~~114~~918

1,~~578~~641,~~423~~678

Operating lease right-of-use assets

~~140~~145,~~217~~497

~~139~~148,~~309~~184

Intangible assets, net

6361,~~581~~681

5162,~~095~~704

Other non-current assets

109

~~136~~104,~~197~~243

~~160~~102,~~490~~418

Total non-current assets

1,~~968~~952,~~109~~339

1,~~929~~954,~~317~~984

Total assets

78,~~632~~553,~~586~~619

58,~~920~~188,~~910~~573

Liabilities and shareholders’ equity

Current liabilities:

Accounts payable

~~383~~423,~~676~~546

~~404~~479,~~997~~035

Accrued expenses and other payables

109

1,~~001~~079,~~661~~283

~~803~~1,~~713~~109,120

Tax payable

1163,~~219~~522

2541,~~930~~625

Operating lease liabilities, current portion

1520,~~732~~584

1720,~~576~~698

Research and development cost share liability, current portion

9035,~~596~~700

~~111~~64,~~154~~345

Sale of future royalty liability, current portion

5272,~~245~~735

—56,714

Short-term debt

1110

~~813~~116,~~296~~140

~~851~~57,~~529~~293

Total current liabilities

21,~~368~~811,~~425~~510

21,~~214~~828,~~899~~830

Non-current liabilities:

Long-term debt

1110

~~139~~962,~~571~~515

~~166~~961,~~484~~913

Sale of future royalty liability, non-current portion

~~832~~831,~~755~~664

—850,242

Operating lease liabilities, non-current portion

5149,~~387~~670

4452,~~277~~940

Deferred tax liabilities

4755,~~066~~866

4253,~~007~~209

Research and development cost share liability, non-current portion

—

54,286

Other long-term liabilities

81,952

80,245

Other long-term liabilities

64,056

66,735

Total non-current liabilities

1,981,667

1,998,549

Total non-current liabilities

1,134,835

373,789

Total liabilities

3,793,177

3,827,379

Total liabilities

3,503,260

2,588,688

Commitments and contingencies

Shareholders’ equity:

Ordinary shares, $0.0001 par value per share; 1,540,975,898 and 1,387,367,704 shares issued and 1,438,083,590 and 1,387,367,704 shares outstanding as of September 30, 2025 and December 31, 2024, respectively

144

138

Ordinary shares, $0.0001 par value per share; 1,540,975,898 and 1,540,975,898 shares issued and 1,444,479,378 and 1,441,075,618 shares outstanding as of March 31, 2026 and December 31, 2025, respectively

144

Additional paid-in capital

12,~~616~~906,~~844~~326

12,~~087~~759,~~908~~137

Accumulated other comprehensive loss

1514

(~~101~~53,~~257~~482)

(~~148~~78,~~988~~184)

Accumulated deficit

(8,~~386~~092,~~405~~546)

(8,~~606~~319,~~836~~903)

Total shareholders’ equity

4,~~129~~760,~~326~~442

34,~~332~~361,~~222~~194

Total liabilities and shareholders’ equity

78,~~632~~553,~~586~~619

58,~~920~~188,~~910~~573

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

Table of Contents

BEONE MEDICINES LTD.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in thousands of U.S. Dollars (“$”))

(Unaudited)

		Nine Months Ended September 30,
		Three Months Ended March 31,
	Note	~~2025~~2026	~~2024~~2025
		$	$
Operating activities:
Net income (loss)		220,431	(492,905)
Net income		227,357	1,270
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization expense		~~105~~41,~~702~~144	~~121~~32,~~516~~804
Share-based compensation expenses	1413	~~387~~123,~~096~~355	~~334~~95,~~001~~478
Acquired in-process research and development		691	—
Amortization of research and development cost share liability	3	(28,645)	(19,812)
Amortization of research and development cost share liability	3	(74,844)	(51,614)
Non-cash interest expense		21,096	—
Impairment of equity investments		34,216	—
Other items, net		6,172	12,369
Other items, net		9,595	11,516
Changes in operating assets and liabilities:
Accounts receivable		(~~167~~75,~~294~~300)	(~~203~~31,~~744~~866)
Inventories		(2271,~~662~~838)	~~(12~~3,~~112)~~987
Other assets		5515,~~247~~270	929,~~505~~737
Accounts payable		(742,~~381~~187)	13(31,~~536~~568)
Accrued expenses and other payables		~~165~~(16,~~886~~819)	54(52,~~638~~360)
Other liabilities		31,~~550~~731	~~(128)~~4,043
Net cash provided by (used in) operating activities		710,233	(215,791)
Net cash provided by operating activities		201,336	44,082
Investing activities:
Purchases of property, plant and equipment		(~~148~~40,~~317~~789)	(~~400~~56,~~183~~407)
Purchase of intangible asset		(20,000)	(4,674)
Proceeds from sale or maturity of investments		27	1,800
Proceeds from sale or maturity of investments		1,800	2,655
Purchase of in-process research and development		—	(60,000)
Purchase of in-process research and development		(60,691)	(31,800)
Other investing activities		(4,748)	(7,334)
Other investing activities		(10,612)	(20,743)
Net cash used in investing activities		(45,510)	(121,941)
Net cash used in investing activities		(237,820)	(454,745)
Financing activities:
Proceeds from sale of future royalties	4	885,000	—
Repayment of long-term loan	10	(7,641)	(4,215)
Proceeds from long-term loan	11	—	9,053
Proceeds from short-term loans	10	58,204	80,000
Repayment of long-term loan	11	(21,062)	(17,581)
Repayment of short-term loans	10	—	(172,921)
Proceeds from short-term loans	11	221,521	324,412
Repayment of sale of future royalties liability	4	(2,557)	—
Repayment of short-term loans	11	(275,782)	(157,490)
Proceeds from option exercises and employee share purchase plan		23,875	63,359
Payments of withholding taxes from share-based awards		(24,195)	—
Other financing activities		(3,249)	—
Proceeds from option exercises and employee share purchase plan		177,038	36,578
Net cash provided by (used in) financing activities		68,632	(33,777)
Other financing activities		—	3,000
Effect of foreign exchange rate changes, net		19,320	3,480
Net cash provided by financing activities		962,520	197,972
Net increase (decrease) in cash, cash equivalents, and restricted cash		243,778	(108,156)
Effect of foreign exchange rate changes, net		36,862	8
Cash, cash equivalents, and restricted cash at beginning of period		4,609,647	2,638,747
Net increase (decrease) in cash, cash equivalents, and restricted cash		1,471,795	(472,556)
Cash, cash equivalents, and restricted cash at end of period		4,853,425	2,530,591
Cash, cash equivalents, and restricted cash at beginning of period		2,638,747	3,185,984
Cash, cash equivalents, and restricted cash at end of period		4,110,542	2,713,428
Supplemental cash flow information:
Cash and cash equivalents		4,~~036~~791,~~868~~676	2,~~701~~516,~~933~~411
Short-term restricted cash		5240,~~987~~839	911,~~284~~333
Long-term restricted cash		20,~~687~~910	2,~~211~~847
Income taxes paid		79,962	54,778
Income taxes (refunded)/paid		(2,737)	9,321
Interest expense paid		3612,~~148~~834	386,~~162~~247
Supplemental non-cash information:
Capital expenditures included in accounts payable and accrued expenses		5243,~~057~~249	7560,~~317~~010
ROU assets obtained in exchange for new operating lease liabilities		199,~~127~~261	2915,~~421~~659
Increase in equity investment from deconsolidation of a subsidiary		—	40,798

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

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BEONE MEDICINES LTD.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(Amounts in thousands of U.S. Dollars (“$”), except for number of shares)

(Unaudited)

	Ordinary Shares Issued	Effect of Redomiciliation1	Total Outstanding Shares	Ordinary Shares Issued	AdditionalPaid-InCapital	AccumulatedOther Comprehensive Loss	AccumulatedDeficit	Total
	Shares			$	$	$	$	$
Balance at December 31, 2025	1,540,975,898	(99,900,280)	1,441,075,618	144	12,759,137	(78,184)	(8,319,903)	4,361,194
Exercise of options, ESPP and release of RSUs	—	3,403,760	3,403,760	—	23,834	—	—	23,834
Share-based compensation	—	—	—	—	123,355	—	—	123,355
Other comprehensive income	—	—	—	—	—	24,702	—	24,702
Net income	—	—	—	—	—	—	227,357	227,357
Balance at March 31, 2026	1,540,975,898	(96,496,520)	1,444,479,378	144	12,906,326	(53,482)	(8,092,546)	4,760,442
Balance at December 31, 2024	1,387,367,704	—	1,387,367,704	138	12,087,908	(148,988)	(8,606,836)	3,332,222
Issuance of shares reserved for share option exercises	402,532	—	402,532	—	—	—	—	—
Exercise of options, ESPP and release of RSUs	15,511,587	—	15,511,587	2	63,874	—	—	63,876
Share-based compensation	—	—	—	—	95,478	—	—	95,478
Other comprehensive income	—	—	—	—	—	6,667	—	6,667
Net income	—	—	—	—	—	—	1,270	1,270
Balance at March 31, 2025	1,403,281,823	—	1,403,281,823	140	12,247,260	(142,321)	(8,605,566)	3,499,513
Issuance of shares reserved for share option exercises1	109,306,902	(112,772,594)	(3,465,692)	—	—	—	—	—
Exercise of options, ESPP and release of RSUs	28,387,173	—	28,387,173	3	32,730	—	—	32,733
Share-based compensation	—	—	—	—	150,809		—	150,809
Withholding taxes from share-based awards	—	—	—	—	(35,523)	—	—	(35,523)
Other comprehensive income	—	—	—	—	—	28,623	—	28,623
Net income	—	—	—	—	—	—	94,320	94,320
Balance at June 30, 2025	1,540,975,898	(112,772,594)	1,428,203,304	143	12,395,276	(113,698)	(8,511,246)	3,770,475
Exercise of options, ESPP and release of RSUs	—	9,880,286	9,880,286	1	80,759	—	—	80,760
Share-based compensation	—	—	—	—	140,809	—	—	140,809
Other comprehensive income	—	—	—	—	—	12,441	—	12,441
Net income	—	—	—	—	—	—	124,841	124,841
Balance at September 30, 2025	1,540,975,898	(102,892,308)	1,438,083,590	144	12,616,844	(101,257)	(8,386,405)	4,129,326
Balance at December 31, 2023	1,359,513,224	—	1,359,513,224	135	11,598,688	(99,446)	(7,962,050)	3,537,327
Use of shares reserved for share option exercises	(3,634,952)	—	(3,634,952)	—	—	—	—	—
Exercise of options, ESPP and release of RSUs	3,646,097	—	3,646,097	1	15,662	—	—	15,663
Share-based compensation	—	—	—	—	88,667	—	—	88,667
Deconsolidation of a subsidiary	—		—	—	2,052	—	—	2,052
Other comprehensive loss	—	—	—	—	—	(32,198)	—	(32,198)
Net loss	—	—	—	—	—	—	(251,150)	(251,150)
Balance at March 31, 2024	1,359,524,369	—	1,359,524,369	136	11,705,069	(131,644)	(8,213,200)	3,360,361
Issuance of shares reserved for share option exercises	2,418,936	—	2,418,936	—	—	—	—	—
Exercise of options, ESPP and release of RSUs	17,158,596	—	17,158,596	1	4,491	—	—	4,492
Share-based compensation	—	—	—	—	130,637	—	—	130,637
Other comprehensive loss	—	—	—	—	—	(8,830)	—	(8,830)
Net loss	—	—	—	—	—	—	(120,405)	(120,405)
Balance at June 30, 2024	1,379,101,901	—	1,379,101,901	137	11,840,197	(140,474)	(8,333,605)	3,366,255
Issuance of shares reserved for share option exercises	1,944,995	—	1,944,995	—	—	—	—	—
Exercise of options, ESPP and release of RSUs	4,987,424	—	4,987,424	1	19,521	—	—	19,522
Share-based compensation	—	—	—	—	114,697	—	—	114,697
Other comprehensive income	—	—	—	—	—	56,949	—	56,949
Net loss	—	—	—	—	—	—	(121,350)	(121,350)
Balance at September 30, 2024	1,386,034,320	—	1,386,034,320	138	11,974,415	(83,525)	(8,454,955)	3,436,073

1.Upon effectiveness of the Continuation, ordinary shares (including in the form of ADS) held by the Company or one of its controlled subsidiaries immediately prior to the effective date of the Continuation became part of the Company’s issued but not outstanding share capital and are considered ordinary shares of the Company, or “treasury shares” under Swiss law. The Company expects to use these treasury shares in the future to satisfy obligations to deliver shares in connection with awards granted under the Company’s equity incentive plans and agreements.

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

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1.Upon effectiveness of the redomiciliation to Switzerland, ordinary shares (including in the form of ADS) held by the Company or one of its controlled subsidiaries immediately prior to the effective date of the redomiciliation became part of the Company’s issued but not outstanding share capital and are considered ordinary shares of the Company, or “treasury shares” under Swiss law. The Company expects to use these treasury shares in the future to satisfy obligations to deliver shares in connection with awards granted under the Company’s equity incentive plans and agreements.

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

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BEONE MEDICINES LTD.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands of U.S. Dollar (“$”) and Renminbi (“RMB”), except for number of shares and per share data)

(Unaudited)

1. Description of Business, Basis of Presentation and Consolidation and Significant Accounting Policies

Description of business

Formerly known as BeiGene, Ltd., BeOne Medicines Ltd. (the “Company” or “BeOne”) is a global oncology company ~~that is~~ discovering and developing innovative treatments that are more ~~affordable and~~ accessible to cancer patients worldwide.

~~The~~Effective May 27, 2025, the Company ~~redomiciled~~changed its jurisdiction of incorporation from the Cayman Islands to Switzerland ~~during~~through a transaction known as a continuation under Section 206 of the ~~second~~Companies ~~quarter~~Act (as amended) of ~~2025.~~the ~~The~~Cayman ~~redomiciliation~~Islands toand ~~Switzerland~~Article 161 of the Swiss Federal Act on Private International Law (such transaction, the “Continuation”), The Continuation did not change the accounting basis under U.S. generally accepted accounting principles (“GAAP”) of any of the Company’s consolidated assets, liabilities, equity, or any previous results of operations or cash flows.

In connection with the ~~redomiciliation~~Continuation, ordinary shares held by the Company or one of its controlled subsidiaries immediately prior to the effective date of the ~~redomiciliation~~Continuation became part of the Company’s issued share capital and are considered ordinary shares of the Company, or “treasury shares” under Swiss law. See the Company’s final prospectus filed with the U.S. Securities and Exchange Commission pursuant to Rule 424(b)(3) on March 10, 2025 for a full description of the changes related to the Company’s ordinary shares ~~resulting~~following ~~from~~ the ~~redomiciliation to Switzerland~~Continuation.

Since its inception in 2010, the Company has become a fully integrated global organization with ~~nearly~~over 12,000 employees worldwide.

Basis of presentation and consolidation

The accompanying condensed consolidated balance sheet as of ~~September~~March 3031, ~~2025~~2026, the condensed consolidated statements of operations and comprehensive ~~loss~~income for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2025~~2026 and ~~2024~~2025, the condensed consolidated statements of cash flows for the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026 and ~~2024~~2025, and the condensed consolidated statements of shareholders’ equity for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2025~~2026 and ~~2024~~2025, and the related footnote disclosures are unaudited. The accompanying unaudited interim condensed consolidated financial statements were prepared in accordance with U.S. GAAP, including guidance with respect to interim financial information and in conformity with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for annual financial statements. These financial statements should be read in conjunction with the consolidated financial statements and related footnotes included in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2024~~2025 (the “Annual Report”).

The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual financial statements and, in the opinion of management, reflect all normal recurring adjustments, necessary to present a fair statement of the results for the interim periods presented. Results of operations for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2025~~2026 are not necessarily indicative of the results expected for the full fiscal year or for any future annual or interim period.

The unaudited interim condensed consolidated financial statements include the financial statements of the Company and its subsidiaries. All significant intercompany transactions and balances between the Company and its subsidiaries are eliminated upon consolidation.

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Use of estimates

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Areas where management uses subjective judgment include, but are not limited to, estimating the useful lives of long-lived assets, estimating variable consideration in product sales and collaboration revenue arrangements, ~~identifying separate performance obligations and the standalone selling price of each performance obligation in the Company’s revenue arrangements,~~ assessing the impairment of long-lived assets, valuation and recognition of share-based compensation expenses, realizability of deferred tax assets, estimating uncertain tax positions, valuation of inventory, estimating the allowance for credit losses, determining defined benefit pension plan obligations, measurement of right-of-use assets and lease liabilities, estimates related to research and development accruals, estimates related to the sale of future royalty liability and the fair value of financial instruments. Management bases the estimates on historical experience, known trends and various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities and reported amounts of revenues and expenses. Actual results could differ from these estimates.

Recent accounting pronouncements

New accounting standards which have not yet been adopted

In ~~September~~December 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-0610, ~~Intangibles~~Government -Grants ~~Goodwill and Other - Internal-Use Software~~ (~~Subtopic~~Topic ~~350-40~~832): ~~Targeted Improvements to the~~ Accounting for ~~Internal-Use~~Government ~~Software.~~Grants ~~This~~Received ~~update~~by ~~removes~~Business ~~all~~Entities ~~references~~(ASU ~~to prescriptive and sequential software development stages throughout Subtopic 350~~2025-~~40.~~10), ~~The~~which ~~update~~establishes ~~requires~~authoritative anguidance ~~entity~~on tothe ~~start~~recognition, ~~capitalizing~~measurement, ~~software~~presentation, ~~costs~~and ~~when~~disclosure ~~management~~of ~~has~~government ~~authorized~~grants. ~~and~~Under ~~committed~~ASU to2025-10, ~~funding~~government ~~the~~grants ~~software~~are ~~project,~~recognized ~~and~~when it is probable that the ~~project~~entity will beboth ~~completed~~comply ~~and~~with the ~~software~~conditions ~~will~~of bethe ~~used~~grant toand ~~perform~~ the ~~function~~grant ~~intended~~will be received. The ~~update~~ASU ~~further~~provides ~~specifies~~specific ~~that~~accounting ~~the~~models ~~disclosures~~for ingrants ~~Subtopic~~related ~~360-10~~to ~~are~~assets ~~required~~and ~~for~~grants ~~all~~related ~~capitalized~~to ~~internal-use~~income, ~~software~~including ~~costs.~~options ~~This~~to ~~update~~recognize isgovernment ~~effective~~grants ~~for~~as ~~annual~~deferred ~~reporting~~income ~~periods~~or ~~beginning~~as ~~after~~a ~~December~~reduction ~~15,~~of ~~2027,~~the ~~and~~asset’s ~~interim~~cost ~~reporting~~basis. ~~periods~~The ~~within~~ASU ~~those~~also ~~annual~~requires ~~reporting~~enhanced ~~periods.~~disclosures ~~Early~~regarding ~~adoption~~the isnature ~~permitted.~~of ~~The~~government ~~guidance~~grants, ~~can~~significant beterms ~~applied~~and ~~using~~conditions, aaccounting ~~prospective~~policies ~~transition approach~~applied, aand ~~modified~~amounts ~~transition~~recognized ~~approach~~in ~~that~~the isfinancial ~~based~~statements. onASU ~~the~~2025-10 ~~status~~is ofeffective ~~the~~for ~~project~~fiscal ~~and~~years ~~whether~~beginning ~~software~~after ~~costs~~December ~~were~~15, ~~capitalized~~2028, ~~before~~including ~~the~~interim ~~date~~periods ofwithin ~~adoption,~~those orfiscal ayears, ~~retrospective~~with ~~transition~~early ~~approach~~adoption permitted. The Company is currently evaluating the impact of adopting ASU 2025-10 on its consolidated financial statements ofand ~~adopting~~related ~~this guidance~~disclosures.

In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. This update removes all references to prescriptive and sequential software development stages throughout Subtopic 350-40. The update requires an entity to start capitalizing software costs when management has authorized and committed to funding 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 update further specifies that the disclosures in Subtopic 360-10 are required for all capitalized internal-use software costs. This update is effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. Early adoption is permitted. The guidance can be applied using a prospective transition approach, a modified transition approach that is based on the status of the project and whether software costs were capitalized before the date of adoption, or a retrospective transition approach. The Company is currently evaluating the impact on its financial statements of adopting this guidance.

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. This update requires that at each interim and annual reporting period public entities disclose (1) the amounts of purchases of inventory, employee compensation, depreciation, amortization, and depletion in commonly presented expense captions; (2) certain amounts that are already required to be disclosed under current GAAP in the same disclosure as the other disaggregation requirements; (3) a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively; and (4) the total amount of selling expenses and, in annual reporting periods, the definition of selling expenses. In January 2025, the FASB issued ASU 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date. This update clarifies that ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact on its financial statements of adopting this guidance.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This update requires that public entities on an annual basis, (1) in the rate reconciliation, disclose specific categories and provide additional information for reconciling items that meet a quantitative threshold; (2) about income taxes paid, disclose the amount of income taxes paid (net of refunds received) disaggregated by federal, state, and foreign taxes and by individual jurisdiction in which income taxes paid (net of refunds received) is equal to or greater than 5 percent of total income taxes paid (net of refunds received); and (3) disclose income (or loss) from continuing operations before income tax expense (or benefit) disaggregated between domestic and foreign and income tax expense (or benefit) disaggregated by federal, state, and foreign. This update is effective for annual periods beginning after December 15, 2024. Early adoption is permitted. This guidance should be applied on a prospective basis. Retrospective application is permitted. The Company does not expect that the adoption of ASU 2023-09 will have a significant impact on the Company’s consolidated financial statements as the standard does not change the recognition or measurement of current and deferred income taxes and is currently evaluating the impact on the income tax disclosures.

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Significant accounting policies

For a more complete discussion of the Company’s significant accounting policies and other information, the unaudited interim condensed consolidated financial statements and notes thereto should be read in conjunction with the consolidated financial statements included in the Company’s Annual Report.

There have been no material changes to the Company’s significant accounting policies as of and for the nine months ended September 30, 2025, as compared to the significant accounting policies described in the Annual Report, other than the accounting for the sale of future royalty liability disclosed in Note 4.9

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There have been no material changes to the Company’s significant accounting policies as of and for the three months ended March 31, 2026, as compared to the significant accounting policies described in the Annual Report.

2. Fair Value Measurements

The Company measures certain financial assets and liabilities at fair value. Fair value is determined based upon the exit price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants, as determined by either the principal market or the most advantageous market. Inputs used in the valuation techniques to derive fair values are classified based on a three-level hierarchy, as follows:

Level 1 – Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2 – Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the asset or liability.

The Company considers an active market to be one in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis, and considers an inactive market to be one in which there are infrequent or few transactions for the asset or liability, the prices are not current, or price quotations vary substantially either over time or among market makers.

The following tables present the Company’s financial assets and liabilities measured and recorded at fair value on a recurring basis using the above input categories as of ~~September~~March 3031, ~~2025~~2026 and December 31, ~~2024~~2025:

Quoted Price in Active Market for Identical Assets

Significant Other Observable Inputs

Significant Unobservable Inputs

As of September 30, 2025

(Level 1)

(Level 2)

(Level 3)

As of March 31, 2026

(Level 1)

(Level 2)

(Level 3)

Cash equivalents

Money market funds

2,~~131~~264,~~235~~810

—

Other non-current assets (Note 5):

Equity securities with readily determinable fair values

~~334~~—

—2

—

Convertible debt instrument

—

5,~~810~~998

Other

~~585~~2,337

—

Total

2,~~132~~267,~~154~~147

—2

5,~~810~~998


	Quoted Price in Active Market for Identical Assets	Significant Other Observable Inputs	Significant Unobservable Inputs
As of December 31, 2025	(Level 1)	(Level 2)	(Level 3)
	$	$	$
Cash equivalents

Money market funds	2,384,656	—	—



Other non-current assets (Note 5):
Equity securities with readily determinable fair values	—	2	—
Convertible debt instrument	—	—	6,135
Other	1,271	—	—
Total	2,385,927	2	6,135

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	Quoted Price in Active Market for Identical Assets	Significant Other Observable Inputs	Significant Unobservable Inputs
As of December 31, 2024	(Level 1)	(Level 2)	(Level 3)
	$	$	$
Cash equivalents
Money market funds	950,704	—	—
Prepaid expenses and other current assets:
Convertible debt instrument	—	—	618
Other non-current assets (Note 5):
Equity securities with readily determinable fair values	2,113	168	—
Convertible debt instrument	—	—	4,616
Total	952,817	168	5,234

The Company’s cash equivalents are highly liquid investments with original maturities of 3 months or less. The Company determines the fair value of cash equivalents using a market approach based on quoted prices in active markets.

The Company’s equity securities carried at fair value consist of holdings in common stock and warrants to purchase additional shares of common stock of Leap Therapeutics, Inc. (“Leap”), a publicly-traded biotechnology company. The common stock investment is measured and carried at fair value and classified as a Level 1 investment. The warrants to purchase additional shares of common stock are measured using the Black-Scholes option-pricing valuation model and classified as a Level 2 investment. Refer to Note 5, Restricted Cash and Investments for details of the determination of the carrying amount of private equity investments without readily determinable fair values and equity method investments.10

~~The~~Table ~~Company holds convertible notes issued by private biotech companies. The Company elected the fair value option method~~ of accounting for the convertible notes. Accordingly, the convertible notes are remeasured at fair value on a recurring basis using Level 3 inputs, with any changes in the fair value option recorded in other (expense) income, net. The Company recorded net losses on fair value adjustment of $3,093 and $1,882 for the three and nine months ended September 30, 2025, respectively, and $1,802 and $1,664 for the three and nine months ended September 30, 2024, respectively.Contents

AsThe ofCompany ~~September~~holds ~~30,~~convertible ~~2025~~notes ~~and~~issued ~~December~~by ~~31,~~private ~~2024,~~biotech companies. The Company elected the fair ~~values~~value option method of ~~cash~~accounting ~~and~~for ~~cash~~the ~~equivalents,~~convertible ~~restricted~~notes. ~~cash~~Accordingly, ~~accounts~~the ~~receivable,~~convertible ~~accounts~~notes ~~payable~~are remeasured at fair value on a recurring basis using Level 3 inputs, ~~and~~with ~~short-term~~any ~~debt~~changes ~~approximated~~in ~~their~~the ~~carrying~~fair ~~values~~value ~~due~~option torecorded ~~their~~in ~~short-term~~other ~~nature~~income, net. ~~Long-term~~The ~~debt~~Company ~~approximate~~recorded ~~their~~net gains on fair value ~~due~~adjustment toof ~~the~~$79 ~~fact~~and ~~that~~$1,136 for the ~~related~~three ~~interest~~months ~~rates~~ended ~~approximate~~March ~~the~~31, ~~rates~~2026 ~~currently~~and ~~offered~~2025, byrespectively. ~~financial~~Refer ~~institutions~~to Note 5, Restricted Cash and Investments for ~~similar~~details ~~debt~~of ~~instrument~~the determination of ~~comparable~~the ~~maturities~~carrying amount of private equity investments without readily determinable fair values and equity method investments.

As of March 31, 2026 and December 31, 2025, the Company held time deposits of $39,296 and nil, respectively, that were classified as cash equivalents. As of March 31, 2026 and December 31, 2025, the fair values of cash and cash equivalents, restricted cash, accounts receivable, accounts payable, and short-term debt approximated their carrying values due to their short-term nature. Long-term debt approximate their fair value due to the fact that the related interest rates approximate the rates currently offered by financial institutions for similar debt instrument of comparable maturities.

3. Collaborative, Licensing and Other Arrangements

The Company enters into collaborative arrangements for the research and development, manufacture and/or commercialization of drug products and drug candidates. To date, these collaborative arrangements have included out-licenses of and options to out-license internally developed products and drug candidates to other parties, in-licenses of products and drug candidates from other parties, and profit- and cost-sharing arrangements. These arrangements may include non-refundable upfront payments, contingent obligations for potential development, regulatory and commercial performance milestone payments, cost-sharing and reimbursement arrangements, royalty payments, and profit sharing. For detailed descriptions of each arrangement, see the Company’s Annual Report.

For the three ~~and nine~~ months ended ~~September~~March 3031, 2026 and 2025, the Company’s other revenue consisted primarily of royalty revenue from IMDELLTRA® sales outside of China under the Amgen collaboration agreement and revenue generated under the Novartis broad markets agreement. For the three and nine months ended September 30, 2024, other revenue consisted primarily of revenue generated under the Novartis broad markets agreement. See Note 4 for further discussions of the accounting for the sale of future royalties associated with IMDELLTRA® to Royalty Pharma in the third quarter of 2025. The Company will continue to recognize royalty revenue when such royalties are required to be paid by Amgen.

12The following table summarizes total other revenue recognized for the three months ended March 31, 2026 and 2025:

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	Three Months Ended
	March 31,
	2026	2025
Other Revenue	$	$
Amgen royalty revenue	18,297	5,519
Novartis broad markets revenue	5,263	3,522
Other	2,549	(292)
Other Revenue	26,109	8,749

The following table summarizes total other revenue recognized for the three and nine months ended September 30, 2025 and 2024:

	Three Months Ended		Nine Months Ended
	September 30,		September 30,
	2025	2024	2025	2024
Other Revenue	$	$	$	$
Amgen royalty revenue	12,169	2,454	26,721	3,290
Novartis broad markets revenue	4,115	5,168	10,957	13,669
Other	987	530	1,566	3,947
Other Revenue	17,271	8,152	39,244	20,906

In-Licensing Arrangements - Commercial

Amgen

During the three ~~and nine~~ months ended ~~September~~March 3031, ~~2025~~2026 and ~~2024~~2025, the Company recorded the following amounts related to its collaboration arrangement with Amgen. For a detailed description of the arrangement and related rights and obligations, see the Company’s Annual Report ~~for the year ended December 31, 2024 filed on February 27, 2025~~. The Company is still in the commercialization period for XGEVA®, KYPROLIS® and BLINCYTO® in China.

~~Amounts recorded related to the Company’s portion of the co-development funding on the pipeline assets for the three and nine months ended September 30, 2025 and 2024 were as follows:~~11

	Three Months Ended		Nine Months Ended
	September 30,		September 30,
	2025	2024	2025	2024
	$	$	$	$
BeOne’s portion of the development funding	59,325	33,590	152,040	104,595
Less: Amortization of research and development cost share liability	29,275	16,575	74,844	51,614
Research and development expense	30,050	17,015	77,196	52,981
				As of
				September 30, 2025
				$
Remaining portion of development funding cap				183,592

As of September 30, 2025 and December 31, 2024, the research and development cost share liability recorded in the Company’s balance sheet was as follows:

	As of
	September 30,	December 31,
	2025	2024
	$	$
Research and development cost share liability, current portion	90,596	111,154
Research and development cost share liability, non-current portion	—	54,286
Total research and development cost share liability	90,596	165,440

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~~The~~Amounts ~~total~~recorded ~~reimbursement~~related ~~paid~~to ~~under~~ the ~~commercial~~Company’s ~~profit-sharing~~portion ~~agreement~~of ~~for~~the ~~product~~co-development ~~sales~~funding ison ~~classified in~~ the ~~income~~pipeline ~~statement~~assets for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2025~~2026 and ~~2024~~2025 were as follows:

	Three Months Ended		~~Nine Months Ended~~
	September 30,		September 30,
	March 31,
	2025	2024	2025	2024
	2026	2025
	$	$	$	$
Cost of sales - product	9,962	10,278	26,989	28,437
BeOne’s portion of the development funding	58,048	40,519
Research and development	(371)	(269)	(2,480)	(1,413)
Less: Amortization of research and development cost share liability	28,645	19,812
Selling, general and administrative	(24,546)	(21,641)	(73,531)	(60,894)
Research and development expense	29,403	20,707
Total	(14,955)	(11,632)	(49,022)	(33,870)
		As of
		March 31, 2026
		$
Remaining portion of development funding cap		72,346

~~The~~As ~~Company~~of ~~purchases~~March ~~commercial inventory from Amgen to distribute in China. Inventory purchases amounted to $84~~31,~~243~~ ~~and~~2026 ~~$220,275 during the three~~ and ~~nine~~December ~~months ended September 30~~31, 2025, ~~respectively, and $43,061 and $152,940 during~~ the ~~three~~research and ~~nine~~development ~~months~~cost ~~ended~~share ~~September~~liability ~~30,~~recorded ~~2024,~~in ~~respectively.~~the ~~Net~~Company’s ~~amounts~~balance ~~payable~~sheet ~~to Amgen~~ was ~~$116,413 and $116,563~~ as ~~of September 30, 2025 and December 31, 2024, respectively.~~follows:


	As of
	March 31,	December 31,
	2026	2025
	$	$
Research and development cost share liability, current portion	35,700	64,345

Total research and development cost share liability	35,700	64,345

The total reimbursement paid under the commercial profit-sharing agreement for product sales is classified in the income statement for the three months ended March 31, 2026 and 2025 as follows:


	Three Months Ended
	March 31,
	2026	2025
	$	$
Cost of sales - product	11,253	7,494
Research and development	(193)	(512)
Selling, general and administrative	(26,442)	(23,948)
Total	(15,382)	(16,966)

The Company purchases commercial inventory from Amgen to distribute in China. Inventory purchases amounted to $123,691 and $62,744 during the three months ended March 31, 2026 and 2025, respectively. Net amounts payable to Amgen was $135,273 and $79,097 as of March 31, 2026 and December 31, 2025, respectively.

In-Licensing Arrangements - Development

The Company has in-licensed the rights to develop, manufacture and, if approved, commercialize multiple development stage drug candidates globally or in specific territories. These arrangements typically include non-refundable upfront payments, contingent obligations for potential development, regulatory and commercial performance milestone payments, cost-sharing arrangements, royalty payments, and profit sharing.

Upfront and milestone payments incurred under these arrangements for the three and nine months ended September 30, 2025 and 2024 are set forth below. All upfront and development milestones were expensed to research and development expense. All regulatory and commercial milestones were capitalized as intangible assets and are being amortized over the remainder of the respective product patent or term of the commercialization agreements.12

		Three Months Ended		Nine Months Ended
		September 30,		September 30,
		2025	2024	2025	2024
Payments due to collaboration partners	Classification	$	$	$	$
Upfront payments	Research and development expense	191	—	691	27
Development milestones incurred	Research and development expense	—	5,000	—	51,500
Regulatory and commercial milestone payments	Intangible asset	—	—	20,000	—
Total		191	5,000	20,691	51,527

4. Sale of Future IMDELLTRA® Royalties

On August 25, 2025, the Company entered into an agreement ("Royalty Agreement") to sell its royalty rights on the worldwide sales, excluding China, of Amgen’s IMDELLTRA® (tarlatamab-dlle) for up to $950,000 to Royalty Pharma Investments 2023 ICAV (“Royalty Pharma”). Under the terms of the Royalty Agreement, the Company received a non-refundable upfront payment of $885,000, with the option to sell remaining royalties within one year for up to $65,000. The Company will share in a portion of the royalty on annual sales above $1.5 billion, and will maintain royalty and all other rights to other assets under the terms of its collaboration agreement with Amgen.

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~~The~~Upfront ~~Company~~and ~~evaluated~~milestone ~~the~~payments ~~arrangement~~incurred ~~and~~under ~~determined~~these ~~that~~arrangements ~~the~~for ~~proceeds from~~ the ~~sale~~three ofmonths ~~future~~ended ~~IMDELLTRA®~~March ~~royalties~~31, as2026 ~~well as the option to sell remaining royalties when~~ and if2025 ~~exercised,~~are ~~should~~set beforth ~~treated as a financing liability according to ASC 470, Debt due to the Company’s continuing involvement with the Amgen collaboration~~below. AtAll ~~the transaction date, the Company recognized the~~ upfront ~~proceeds~~and ~~received~~development ~~from~~milestones ~~Royalty~~were ~~Pharma~~expensed ofto ~~$885,000~~research ~~as a liability~~ and isdevelopment ~~amortizing it using the effective interest method over the life of the arrangement. The Company imputes interest~~ expense ~~associated with the liability using the effective interest rate method~~. ~~The~~All ~~effective~~regulatory ~~interest~~and ~~rate~~commercial ismilestones ~~the~~were ~~rate~~capitalized ~~that~~as ~~equates~~intangible ~~the~~assets present value of the estimate of remaining royalty revenues payable to Royalty Pharma with the carrying amount of the liability. The interest rate on the sale of future royalty liability may vary during the term of the agreement depending on a number of factors, including the royalty revenues forecast. The Company evaluates the interest rate quarterly based on its expectations of future royalty revenues, historical experience and ~~current~~are ~~market~~being ~~conditions~~amortized ~~using~~over the ~~prospective~~remainder ~~method. A significant increase or decrease in future royalty revenues will materially impact the timing~~ of ~~royalty sale liability amortization, interest expense and~~ the ~~time~~respective ~~period~~product ~~for~~patent ~~repayment. The Company will assess the expected payments to Royalty Pharma quarterly, and, to the extent the amount~~ or ~~timing~~term of ~~such payments is materially different than its initial estimates,~~ the ~~Company~~commercialization ~~will prospectively adjust the amortization of the liability and the related interest expense~~agreements.


		Three Months Ended
		March 31,
		2026	2025
Payments due to collaboration partners	Classification	$	$
Upfront payments	Research and development expense	544	—


Total		544	—

4. Sale of Future IMDELLTRA® Royalties

On August 25, 2025, the Company entered into an agreement (the “Royalty Agreement”) to sell its royalty rights on the worldwide sales, excluding China, of Amgen’s IMDELLTRA® (tarlatamab-dlle) for up to $950,000 to Royalty Pharma Investments 2023 ICAV (“Royalty Pharma”). Under the terms of the Royalty Agreement, the Company received a non-refundable upfront payment of $885,000 upon closing of the Royalty Agreement. Subsequently, the Company exercised its option to sell additional royalties to Royalty Pharma and received $26,000 in the fourth quarter of 2025. The Company will share in a portion of the royalty on annual sales above $1.5 billion, and will maintain royalty and all other rights to other assets under the terms of its collaboration agreement with Amgen.

The Company evaluated the arrangement and determined that the proceeds from the sale of future IMDELLTRA® royalties, as well as the option to sell remaining royalties when and if exercised, should be treated as a financing liability according to ASC 470, Debt due to the Company’s continuing involvement with the Amgen collaboration. At the transaction date, the Company recognized the upfront proceeds received from Royalty Pharma of $885,000 and, subsequently, the option proceeds of $26,000, as liabilities and is amortizing them using the effective interest method over the life of the arrangement. The Company imputes interest expense associated with the liability using the effective interest rate method. The effective interest rate is the rate that equates the present value of the estimate of remaining royalty revenues payable to Royalty Pharma with the carrying amount of the liability. The interest rate on the sale of future royalty liability may vary during the term of the agreement depending on a number of factors, including the royalty revenues forecast. The Company evaluates the interest rate quarterly based on its expectations of future royalty revenues, historical experience and current market conditions using the prospective method. A significant increase or decrease in future royalty revenues will materially impact the timing of royalty sale liability amortization, interest expense and the time period for repayment. The Company will assess the expected payments to Royalty Pharma quarterly, and, to the extent the amount or timing of such payments is materially different than its initial estimates, the Company will prospectively adjust the amortization of the liability and the related interest expense.

The repayment of this obligation to Royalty Pharma will be made upon the receipt of royalties from Amgen throughout the royalty period. The repayment does not follow a fixed repayment schedule and will be recognized over the life of the royalty stream, which is expected to occur through at least 2041. The Royalty Agreement also contains customary representations, warranties, covenants, and indemnification provisions.

As of ~~September~~March 3031, 2026 and December 31, 2025, the royalty financing obligation recorded in the Company’s balance sheet was as follows:

	~~As of~~	As of
	September 30, 2025
		March 31,	December 31,
	$
		2026	2025
Sale of future royalty liability, current portion	52,245
		$	$
Sale of future royalty liability, non-current portion	832,755
Sale of future royalty liability, current portion		72,735	56,714
Total sale of future royalty liability	885,000
Sale of future royalty liability, non-current portion		831,664	850,242
Total sale of future royalty liability		904,399	906,956

The carrying value of the sale of future royalty liability approximates fair value as of September 30, 2025 and is based on the Company’s current estimates of future royalties expected to be paid to Royalty Pharma over the life of the royalty stream, which are considered Level 3 inputs. The Company accrued $5,580 in interest expense related to this arrangement for the three and nine months ended September 30, 2025, respectively. The effective annual imputed interest rate was 6.4% as of September 30, 2025. The Company accrued $11,303 in royalty revenue for the three months ended September 30, 2025, which will be paid to Royalty Pharma in the fourth quarter of 2025. As of September 30, 2025, no payments have been made to Royalty Pharma. 13

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The following table summarizes the royalty sale liability activity during the three months ended March 31, 2026:


						Royalty Sale Liability
						$
Balance at December 31, 2025						906,956
Debt portion of royalties recognized and settled to Royalty Pharma						(2,557)
Balance at March 31, 2026						904,399

The carrying value of the sale of future royalty liability approximates fair value as of March 31, 2026 and is based on the Company’s current estimates of future royalties expected to be paid to Royalty Pharma over the life of the royalty stream, which are considered Level 3 inputs.

Interest expense related to this arrangement was as follows:


	Three Months Ended
	March 31,
	2026	2025
	$	$
Interest expense	18,496	—

As of March 31, 2026, $18,496 of interest expense was accrued. The effective annual imputed interest rate was 8.2% as of March 31, 2026.

5. Restricted Cash and Investments

Restricted Cash

The Company’s restricted cash primarily consists of RMB-denominated cash deposits held in designated bank accounts as collateral for letters of credit and cash used to settle employee benefit obligations and related taxes. The Company classifies restricted cash as current or non-current based on the term of the restriction. Restricted cash as of ~~September~~March 3031, ~~2025~~2026 and December 31, ~~2024~~2025 was as follows:

As of

September 30,

December 31,

March 31,

December 31,

2025

2024

2026

2025

Short-term restricted cash

5240,~~987~~839

941,~~312~~284

Long-term restricted cash

20,~~687~~910

220,~~025~~833

Total

7361,~~674~~749

1162,~~337~~117

In addition to the restricted cash balances above, the Company is required by the PRC securities law to use the proceeds from its offering on the STAR Market of the Shanghai Stock Exchange (the “STAR Offering”) in strict compliance with the planned uses as disclosed in the PRC offering prospectus as well as those disclosed in the Company’s proceeds management policy approved by the board of directors. As of ~~September~~March 3031, ~~2025~~2026, the Company had cash remaining related to the STAR Offering proceeds of $~~248~~6,~~992~~735.

1514

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Investments in Equity Securities

The following table summarizes the Company’s investments in equity securities:

	As of
	September 30,	December 31,
	March 31,	December 31,
	2025	2024
	2026	2025
	$	$
Equity securities with readily determinable fair values 1
Equity securities with readily determinable fair values	2	2
Fair value of Leap common stock	334	2,113
Equity securities without readily determinable fair values	37,232	33,154
Fair value of Leap warrants	—	168
Equity-method investments 1	22,753	22,387
Equity securities without readily determinable fair values
Total	59,987	55,543
Pi Health, Inc. 2	40,798	40,798
Other 3	34,057	48,157
Equity-method investments 4	20,273	33,081
Total	95,462	124,317

1 ~~Represents~~In ~~common~~the ~~stock~~first ~~and~~quarter ~~warrants~~of to2025, ~~purchase~~in ~~additional~~connection ~~shares~~with the wind-down of ~~common~~the ~~stock~~operations and related financial obligations of ~~Leap.~~one ~~The~~of the Company’s ~~measures~~equity-method investments, the investment’s infair ~~the~~value ~~common~~was ~~stock~~assessed ~~and~~to ~~warrants~~be atzero. ~~fair~~The ~~value,~~Company ~~with~~recognized ~~changes~~an inother-than-temporary ~~fair~~impairment ~~value~~loss ~~recorded~~of to$12,376 ~~other~~during ~~(expense)~~the ~~income~~three months ended March 31, ~~net~~2025, within unrealized losses from equity-method investments.

~~2 In the first quarter of 2024, the Company divested the net assets comprising substantially all of its Pi Health business with a carrying value of $38,063.~~ The ~~consideration~~following ~~received~~table ~~for~~summarizes ~~the~~unrealized ~~divestiture~~gains ~~consisted of preferred stock in a newly formed entity, Pi Health, Inc., with a fair value of $40,798~~ and ~~cash~~losses ~~consideration~~related ofto ~~$1,000.~~investments ~~The transaction resulted~~ in aequity ~~pre-tax~~securities ~~gain of $3,735~~ recorded ~~within~~in other ~~(expense)~~ income, net ~~during~~for the ~~nine~~three months ended ~~September~~March 3031, ~~2024.~~2026 ~~The Company accounts for its investment as a private equity security without a readily determinable fair value,~~ and the divestiture was not treated as a discontinued operation in the Statement of Operations and therefore the historical results of operations of the Pi Health business will remain in the Company’s continuing operations.2025:

3 In the three and nine months ended September 30, 2025, the Company recognized an impairment loss of $15,552 within other (expense) income, net, resulting from a decline in the enterprise value related to a business acquisition of one of its investees.


	Three Months Ended
	March 31,
	2026	2025
	$	$

Equity securities with readily determinable fair values	—	(2,056)
Equity securities without readily determinable fair values	54	—
Equity-method investments	(5)	(13,375)

46. ~~In the first quarter of 2025~~Property, inPlant ~~connection with the wind-down of the operations~~ and ~~related financial obligations of one of the Company’s equity-method investments~~Equipment, the investment’s fair value was assessed to be zero. The Company recognized an other-than-temporary impairment loss of $12,376 during the nine months ended September 30, 2025, within unrealized losses from equity-method investments.Net

The following table summarizes unrealized losses related to investments in equity securities recorded in other (expense) income, net for the three and nine months ended September 30, 2025 and 2024:

	Three Months Ended		Nine Months Ended
	September 30,		September 30,
	2025	2024	2025	2024
	$	$	$	$
Equity securities with readily determinable fair values	116	494	(1,947)	(1,539)
Equity securities without readily determinable fair values	(13,754)	—	(16,872)	(797)
Equity-method investments	(576)	(2,936)	(15,850)	(7,809)

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6. Inventories, Net

The Company’s inventories, net consisted of the following:

	As of
	September 30,	December 31,
	2025	2024
	$	$
Raw materials	178,639	170,584
Work in process	100,808	60,118
Finished goods	252,240	264,284
Total inventories, net	531,687	494,986

7. Property, Plant and Equipment, Net

Property, plant and equipment, net are recorded at cost and consisted of the following:

As of

September 30,

December 31,

March 31,

December 31,

2025

2024

2026

2025

Land

71,434

6571,~~485~~434

Building

1,~~167~~196,~~466~~791

~~607~~1,~~857~~187,836

Manufacturing equipment

~~266~~283,~~778~~416

~~244~~273,~~255~~769

Laboratory equipment

~~290~~318,~~122~~589

~~240~~309,~~885~~471

Leasehold improvement

7377,~~745~~178

6476,~~680~~568

Software, electronics and office equipment

~~114~~129,~~950~~824

~~100~~124,~~348~~136

Property, plant and equipment, at cost

12,~~984~~077,~~495~~232

12,~~323~~043,~~510~~214

Less: accumulated depreciation

(~~485~~573,~~499~~760)

(~~399~~528,~~105~~695)

Construction in progress

~~129~~137,~~118~~446

~~654~~127,~~018~~159

Property, plant and equipment, net

1,~~628~~640,~~114~~918

1,~~578~~641,~~423~~678

The Company has made a significant investment in its recently opened manufacturing and clinical R&D facility in Hopewell, New Jersey. ~~In the nine months ended September 30, 2025, $460,383 of assets were placed into service.~~ As of ~~September~~March 3031, ~~2025~~2026, the Company had construction in progress of $9289,~~890~~148 related to the Hopewell facility, the majority of which will be put into service in 2026.

Depreciation expense was $35,730 and $97,198 for the three and nine months ended September 30, 2025, respectively, and $70,028 and $117,892 for the three and nine months ended September 30, 2024, respectively. Included within depreciation expense for the three and nine months ended September 30, 2024 was $41,808 of accelerated depreciation expense resulting from shifting production to more efficient, larger scale equipment for TEVIMBRA.15

8. Intangible Assets

Intangible assets as of September 30, 2025 and December 31, 2024 are summarized as follows:

	As of
	September 30, 2025			December 31, 2024
	Gross			Gross
	carrying	Accumulated	Intangible	carrying	Accumulated	Intangible
	amount	amortization	assets, net	amount	amortization	assets, net
	$	$	$	$	$	$
Finite-lived intangible assets:
Developed products	76,602	(13,553)	63,049	62,889	(12,370)	50,519
Other	8,987	(8,455)	532	8,987	(8,411)	576
Total finite-lived intangible assets	85,589	(22,008)	63,581	71,876	(20,781)	51,095

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Depreciation expense for the three months ended March 31, 2026 and 2025 was as follows:


	Three Months Ended
	March 31,
	2026	2025
	$	$
Depreciation expense	39,385	31,614

7. Intangible Assets

Intangible assets as of March 31, 2026 and December 31, 2025 are summarized as follows:


	As of
	March 31, 2026			December 31, 2025
	Gross			Gross
	carrying	Accumulated	Intangible	carrying	Accumulated	Intangible
	amount	amortization	assets, net	amount	amortization	assets, net
	$	$	$	$	$	$
Finite-lived intangible assets:
Developed products	78,396	(17,207)	61,189	77,486	(15,291)	62,195
Other	8,987	(8,495)	492	8,987	(8,478)	509
Total finite-lived intangible assets	87,383	(25,702)	61,681	86,473	(23,769)	62,704

Developed products represent post-approval milestone payments under license and commercialization agreements. The Company is amortizing the developed products over the remainder of the respective product patent or the term of the commercialization agreements.

Amortization expense for developed products is included in cost of sales - product in the accompanying consolidated statements of operations. Amortization expense for other intangible assets is included in selling, general and administrative expense in the accompanying consolidated statements of operations.

The weighted-average life for each finite-lived intangible assets is approximately 1110 years. Amortization expense was as follows:

	Three Months Ended		~~Nine Months Ended~~
	September 30,		September 30,
	March 31,
	2025	2024	2025	2024
	2026	2025
	$	$	$	$
Amortization expense - Cost of sales - product	1,~~537~~742	1,~~186~~173	~~8,459~~	~~3,546~~
Amortization expense - Selling, general and administrative	17	7817	45	78
Total	1,~~554~~759	1,~~264~~190	~~8,504~~	~~3,624~~

As of ~~September~~March 3031, ~~2025~~2026, estimated amortization expense for each of the five succeeding years and thereafter was as follows:

Year Ending December 31,	Cost of Sales - Product	Selling, General and Administrative	Total
	$	$	$
2025 (remainder of year)	2,068	22	2,090
2026 (remainder of year)	5,995	50	6,045
2026	8,272	67	8,339
2027	7,994	67	8,061
2027	8,272	67	8,339
2028	7,994	67	8,061
2028	8,272	67	8,339
2029	7,994	67	8,061
2029	8,272	67	8,339
2030	7,994	67	8,061
2030 and thereafter	27,893	242	28,135
2031 and thereafter	23,218	174	23,392
Total	6361,~~049~~189	~~532~~492	6361,~~581~~681

~~9. Income Taxes~~16

~~Income~~Table tax expense was $22,323 and $47,182 for the three and nine months ended September 30, 2025 and $23,046 and $45,255 for the three and nine months ended September 30, 2024, respectively. The income tax expense for the three and nine months ended September 30, 2025 was primarily attributable to current Switzerland tax expense based on year to date earnings and current China tax expense due to certain non-deductible expenses, offset with a net U.S. tax benefit mainly driven by changes to the Company’s estimate of U.S. R&D credits to be taken for prior periods reflected as discrete items through Q3 2025. The income tax expense for the three and nine months ended September 30, 2024 was primarily attributable to current U.S. tax expense determined after other special tax deductions and research and development tax credits, current Switzerland tax expense based on year to date earnings, and current China tax expense due to certain non-deductible expenses.Contents

~~On a quarterly basis, the Company evaluates the realizability of deferred tax assets by jurisdiction and assesses the need for a valuation allowance~~8. InIncome assessing the realizability of deferred tax assets, the Company considers historical profitability, evaluation of scheduled reversals of deferred tax liabilities, projected future taxable income and tax-planning strategies. Valuation allowances have been provided on deferred tax assets where, based on all available evidence, it was considered more likely than not that some portion or all of the recorded deferred tax assets will not be realized in future periods. After consideration of all positive and negative evidence, as of September 30, 2025, the Company will maintain a full valuation allowance against its net deferred tax assets.Taxes

AsIncome oftax ~~September~~expense 30was $31,858 ~~2025~~and $19,630 for the ~~Company~~three ~~had~~months ~~gross~~ended ~~unrecognized~~March ~~tax~~31, ~~benefits~~2026 ofand ~~$22~~2025,~~003~~ respectively. The ~~Company~~income ~~does~~tax ~~not~~expense ~~anticipate~~for ~~that~~ the ~~amount~~three ofmonths ~~existing~~ended ~~unrecognized~~March ~~tax~~31, ~~benefits~~2026 ~~will~~and ~~significantly~~2025 ~~change~~was ~~within~~primarily ~~the~~attributable ~~next~~to 12current ~~months~~U.S. ~~The~~tax ~~Company’s~~expense ~~reserve~~determined ~~for~~after ~~uncertain~~other special tax ~~positions~~deductions ~~increased~~and byresearch ~~$515~~ and $4development credits,~~764~~ incurrent ~~the~~Switzerland ~~three~~tax ~~and~~expense ~~nine~~based ~~months~~on ~~ended~~year ~~September~~to ~~30,~~date ~~2025,~~earnings ~~primarily~~and ~~due~~current toChina ~~U.S.~~tax ~~federal~~expense ~~and~~due ~~state~~to ~~tax~~certain ~~credits~~non-deductible ~~and incentives~~expenses.

On a quarterly basis, the Company evaluates the realizability of deferred tax assets by jurisdiction and assesses the need for a valuation allowance. In assessing the realizability of deferred tax assets, the Company considers historical profitability, evaluation of scheduled reversals of deferred tax liabilities, projected future taxable income and tax-planning strategies. Valuation allowances have been provided on deferred tax assets where, based on all available evidence, it was considered more likely than not that some portion or all of the recorded deferred tax assets will not be realized in future periods. After consideration of all positive and negative evidence, as of March 31, 2026, the Company will maintain a full valuation allowance against its net deferred tax assets.

As of March 31, 2026, the Company had gross unrecognized tax benefits of $28,495. Due to the uncertain and complex application of income tax regulations by certain tax authorities outside of the U.S., it is possible that the ultimate resolution of ongoing audits may result in liabilities that could be materially different from current estimates. The ongoing audit resolutions, including Italy, China and Spain, for the tax years 2020 through 2024, could impact future tax expenses if tax authorities in their administration of tax laws during open audits may lead us to change our assessment of whether or not it is more likely than not that certain tax benefit positions will be sustained. Accordingly, potential future settlements could be material, principally in China. The Company’s reserve for uncertain tax positions increased by $660 in the three months ended March 31, 2026, primarily due to U.S. federal and state tax credits and incentives.

9. Supplemental Balance Sheet Information

Inventories, net consisted of the following:


	As of
	March 31,	December 31,
	2026	2025
	$	$
Raw materials	274,228	236,190
Work in process	109,209	122,681
Finished goods	298,153	249,356
Total	681,590	608,227

Prepaid expenses and other current assets consisted of the following:


	As of
	March 31,	December 31,
	2026	2025
	$	$
Short-term restricted cash	40,839	41,284
Prepaid research and development costs	36,126	52,594

Prepaid taxes	34,475	42,232
Prepaid general and administrative expenses	22,984	22,209
Other current assets	45,226	32,652
Other receivables	10,345	21,781
Total	189,995	212,752

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Other non-current assets consisted of the following:


	As of
	March 31,	December 31,
	2026	2025
	$	$

Long-term investments	65,985	61,678
Long-term restricted cash	20,910	20,833
Rental deposits and other	10,578	10,470
Prepayment of property and equipment	2,289	4,964
Prepaid VAT	3,584	3,504
Prepaid supply cost	897	969
Total	104,243	102,418

Accrued expenses and other payables consisted of the following:


	As of
	March 31,	December 31,
	2026	2025
	$	$
Revenue rebates and returns related	440,437	398,533
External research and development activities related	199,380	156,525
Compensation related	156,930	305,055
Commercial activities	123,249	118,449
Individual income tax and other taxes	80,910	60,359
Accrued general and administrative expenses	34,121	36,635
Other	44,256	33,564
Total	1,079,283	1,109,120

Other long-term liabilities consisted of the following:


	As of
	March 31,	December 31,
	2026	2025
	$	$
Deferred government grant income	28,724	28,979
Pension liability	18,263	18,170
Asset retirement obligation	3,614	3,565
Other	31,351	29,531
Total	81,952	80,245

10. Debt

Facilities Agreement

In November 2025, BeOne Medicines Ltd. entered into the Facilities Agreement (the “Facilities Agreement”), by and among certain subsidiaries of the Company, as guarantors, the Hongkong and Shanghai Banking Corporation Limited (“HSBC”), as global coordinator, original mandated lead arranger and bookrunner, agent and security agent, and certain financial institutions listed in the Facilities Agreement, as lenders. The Facilities Agreement provides for a $140,000 U.S. dollar-denominated, 2-year B1 revolving credit facility (the “B1 Revolving Loan Facility”), a $560,000 U.S. dollar-denominated, 2-year , B2 term loan facility (the “B2 Term Loan Facility” and, together with the B1 Revolving Loan Facility, the “B Loan Facilities”), and a RMB 2,150,000 Renminbi-denominated, 3-year, A term loan facility (the “A Loan Facility”) (collectively, the “Loan Facilities”).

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~~10.~~The ~~Supplemental~~following ~~Balance~~table ~~Sheet~~presents ~~Information~~outstanding borrowings under the Facilities Agreement:

Prepaid expenses and other current assets consist of the following:


	As of
	March 31,	December 31,
	2026	2025
	$	$
A Loan Facility	12,467	12,298
Less: unamortized debt issuance costs	(3,211)	(3,235)
Total short-term debt	9,256	9,063

A Loan Facility	299,218	295,152
B2 Term Loan Facility	560,000	560,000
Less: unamortized debt issuance costs	(16,298)	(18,783)
Total long-term debt	842,920	836,369

	As of
	September 30,	December 31,
	2025	2024
	$	$
Prepaid research and development costs	70,025	64,277
Other receivables	39,098	32,828
Prepaid taxes	26,658	23,792
Prepaid general and administrative expenses	15,619	21,253
Short-term restricted cash	52,987	9,312
Prepaid manufacturing cost	2,675	19,333
Other current assets	25,579	22,124
Total	232,641	192,919

The A Loan Facility requires repayment of 4% of the aggregate amount outstanding every six months beginning on November 24, 2026, with all remaining principal outstanding due on November 24, 2028. The B2 Term Loan Facility requires repayment of 10% of the aggregate amount outstanding every three months beginning on June 15, 2027, with all remaining principal outstanding due on December 15, 2027, unless the final repayment date is extended. The Company may voluntarily prepay borrowings, in whole or in part, under the Facilities Agreement without premium or penalty. The Facilities Agreement also contains certain customary mandatory prepayment provisions in the event that the Company undergoes a change of control and in relation to disposal and insurance proceeds.

	As of
	September 30,	December 31,
	2025	2024
	$	$
Long-term investments	100,652	128,933
Long-term restricted cash	20,687	2,025
Rental deposits and other	7,978	8,481
Prepayment of property and equipment	2,556	5,927
Prepaid VAT	3,290	2,875
Prepaid supply cost	1,034	12,249
Total	136,197	160,490

The A Loan Facility is subject to an interest rate equal to the Reference Rate (RMB) (as defined in the Facilities Agreement) plus a margin of 0.65% per annum. The B Loan Facilities are subject to an interest rate equal to the Reference Rate (USD) (as defined in the Facilities Agreement) plus a margin of 2.40% per annum. In addition to paying interest on the outstanding principal, the Company is also required to pay a commitment fee of 0.85% on the undrawn and uncancelled amounts under the Loan Facilities. Excluding commitment fees, the interest rate for the A Loan Facility and B2 Term Loan Facility was 3.7% and 6.1%, respectively, as of March 31, 2026.

~~Accrued~~As ~~expenses~~of ~~and~~March ~~other~~31, ~~payables~~2026, ~~consist~~the B1 Revolving Loan Facility was available for borrowing. Subject to certain limitations, the Loan Facilities are secured on a first priority basis granted in favor of HSBC (as security agent on behalf of the ~~following~~secured parties) by: (a) a security interest in the equity interests of a member of the Company and its subsidiaries and (b) security interests in, and mortgage on, the Company’s manufacturing and clinical R&D facility in New Jersey.

	As of
	September 30,	December 31,
	2025	2024
	$	$
Revenue rebates and returns related	382,777	235,600
Compensation related	234,298	248,348
Commercial activities	124,520	77,530
External research and development activities related	125,087	154,269
Individual income tax and other taxes	79,791	34,904
Accrued general and administrative expenses	33,806	31,106
Other	21,382	21,956
Total	1,001,661	803,713

The Company is required to satisfy certain financial and non-financial covenants under the Facilities Agreement. The Company was compliant with the required covenants as of March 31, 2026.

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Other ~~long-term~~Bank ~~liabilities consist of the following:~~Loans

	As of
	September 30,	December 31,
	2025	2024
	$	$
Deferred government grant income	29,100	30,324
Pension liability	17,044	16,405
Asset retirement obligation	3,595	3,794
Other	14,317	16,212
Total	64,056	66,735

The following table summarizes the Company’s working capital and project loans as of March 31, 2026 and December 31, 2025:


Lender	Borrower	Term	Maturity Date	Note	As of
					March 31, 2026	December 31, 2025
					$	$
China Construction Bank	BeOne Guangzhou Biologics Manufacturing Co., Ltd.	9-year	June 11, 2027	1	21,746	21,450
China Merchants Bank	BeOne Guangzhou Biologics Manufacturing Co., Ltd.	9-year	January 20, 2029	2	9,112	8,989
China Merchants Bank	BeOne Guangzhou Biologics Manufacturing Co., Ltd.	9-year	November 8, 2029	3	8,614	8,497
China CITIC Bank	BeOne Pharmaceutical (Suzhou) Co., Ltd.	10-year	July 28, 2032	4	9,423	9,294
China Merchants Bank	BeOne Guangzhou Biologics Manufacturing Co., Ltd.	1-year	March 18, 2027	5	57,989	—
Total short-term debt					106,884	48,230

China Construction Bank	BeOne Guangzhou Biologics Manufacturing Co., Ltd.	9-year	June 11, 2027	1	21,746	21,450
China Merchants Bank	BeOne Guangzhou Biologics Manufacturing Co., Ltd.	9-year	January 20, 2029	2	18,225	20,224
China Merchants Bank	BeOne Guangzhou Biologics Manufacturing Co., Ltd.	9-year	November 8, 2029	3	24,174	25,970
China CITIC Bank	BeOne Pharmaceutical (Suzhou) Co., Ltd.	10-year	July 28, 2032	4	55,450	57,900
Total long-term debt					119,595	125,544

1The credit facility offers a borrowing capacity of RMB 580,000, denominated in RMB, and bears floating interest rates benchmarking RMB loan interest rates of financial institutions in the PRC. The loan interest rate was 3.8% as of March 31, 2026. The outstanding principal balance is payable in semi-annual installments. The loan is secured by BeOne Guangzhou Biologics Manufacturing Co., Ltd.’s property ownership certificate and fixed assets.

2The credit facility offers a borrowing capacity of RMB 350,000, denominated in RMB, and bears floating interest rates benchmarking against prevailing interest rates of financial institutions in the PRC. The loan interest rate was 3.4% as of March 31, 2026. The outstanding principal balance is payable in quarterly installments. The Company repaid $2,262 (RMB15,715) during the three months ended March 31, 2026. The loan is secured by Guangzhou Factory’s south district land use right and certain fixed assets.

3The credit facility offers a borrowing capacity of RMB 378,000, denominated in RMB, and bears floating interest rates benchmarking RMB loan interest rates of financial institutions in the PRC. The loan interest rate was 3.2% as of March 31, 2026. The outstanding principal balance is payable in quarterly installments. The Company repaid $2,155 (RMB14,855) during the three months ended March 31, 2026. The loan is secured by fixed assets placed into service in the third phase of the Guangzhou manufacturing facility’s buildout.

4The credit facility offers a borrowing capacity of RMB 480,000, denominated in RMB, and bears floating interest rates benchmarking RMB loan interest rates of financial institutions in the PRC. The loan interest rate was 3.3% as of March 31, 2026. The outstanding principal balance is payable in semi-annual installments. The Company repaid $3,224 (RMB22,400) during the three months ended March 31, 2026. The loan is secured by BeOne Pharmaceutical (Suzhou) Co., Ltd.’s property ownership certificate of the small molecule manufacturing campus in Suzhou, China.

5In March 2026, the Company entered into a credit facility agreement with China Merchants Bank for an aggregate facility of RMB 950,000, denominated in RMB, available for a period of 30 months for drawdown as revolving and/or one-time borrowings. The Company drew down $58,204 (RMB 400,000) during the three months ended March 31, 2026. The borrowing bears floating interest rates benchmarking RMB loan interest rates of financial institutions in the PRC. The loan interest was 2.6% as of March 31, 2026.

The Company has numerous financial and non-financial covenants on its debt obligations with the lenders above. Some of these covenants include default and/or cross-default provisions that could require acceleration of repayment of loans in the event of default. As of March 31, 2026, the Company was in compliance with all covenants of its material debt agreements.

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11. Debt

The following table summarizes the Company’s short-term and long-term debt obligations as of September 30, 2025 and December 31, 2024:

Lender	Borrower		Term	Maturity Date	Note	As of
		September 30, 2025				December 31, 2024
						$		$
China Construction Bank	BeOne Guangzhou Biologics Manufacturing Co., Ltd.		9-year	June 11, 2027	1	18,963		16,440
China Merchants Bank	BeOne Guangzhou Biologics Manufacturing Co., Ltd.		9-year	January 20, 2029	2	8,830		8,611
China Merchants Bank	BeOne Guangzhou Biologics Manufacturing Co., Ltd.		9-year	November 8, 2029	3	8,347		8,148
China CITIC Bank	BeOne Pharmaceutical (Suzhou) Co., Ltd.		10-year	July 28, 2032	4	9,131		1,384
China Merchants Bank	BeOne Medicines Ltd.		1-year	January 21, 2026	5	380,000		380,000
China Minsheng Bank	BeOne Medicines Ltd.		1-year	December 16, 2025	6	150,000		150,000
China Industrial Bank	BeOne Medicines USA, Inc.		364-day	June 28, 2026	7	94,817		—
China Industrial Bank	BeOne Medicines Ltd.		364-day	March 27, 2025	8	—		92,475
China Merchants Bank	BeOne Guangzhou Biologics Manufacturing Co., Ltd.		1-year	June 5, 2025	9	—		54,800
HSBC Bank	BeOne Medicines Ltd.		1-year	June 17, 2026	10	47,760		46,580
Shanghai Pudong Development Bank	BeOne Medicines Ltd.		1-year	November 24, 2025	11	95,448		93,091
Total short-term debt					813,296		851,529
China Construction Bank	BeOne Guangzhou Biologics Manufacturing Co., Ltd.		9-year	June 11, 2027	1	31,606		41,100
China Merchants Bank	BeOne Guangzhou Biologics Manufacturing Co., Ltd.		9-year	January 20, 2029	2	22,074		27,987
China Merchants Bank	BeOne Guangzhou Biologics Manufacturing Co., Ltd.		9-year	November 8, 2029	3	27,597		33,020
China CITIC Bank	BeOne Pharmaceutical (Suzhou) Co., Ltd.		10-year	July 28, 2032	4	58,294		64,377
Total long-term debt					139,571		166,484

1The credit facility offers a borrowing capacity of RMB 580,000, denominated in RMB, and bears floating interest rates benchmarking RMB loan interest rates of financial institutions in the PRC. The loan interest rate was 3.8% as of September 30, 2025. The outstanding principal balance is payable in semi-annual installments. The Company repaid $8,358 (RMB60,000) during the nine months ended September 30, 2025. The loan is secured by BeOne Guangzhou Biologics Manufacturing Co., Ltd.’s property ownership certificate and fixed assets.

2The credit facility offers a borrowing capacity of RMB 350,000, denominated in RMB, and bears floating interest rates benchmarking against prevailing interest rates of financial institutions in the PRC. The loan interest rate was 3.4% as of September 30, 2025. The outstanding principal balance is payable in quarterly installments. The Company repaid $6,512 (RMB47,143) during the nine months ended September 30, 2025. The loan is secured by Guangzhou Factory’s south district land use right and certain fixed assets.

3The credit facility offers a borrowing capacity of RMB 378,000, denominated in RMB, and bears floating interest rates benchmarking RMB loan interest rates of financial institutions in the PRC. The loan interest rate was 3.2% as of September 30, 2025. The outstanding principal balance is payable in quarterly installments. The Company repaid $6,192 (RMB44,620) during the nine months ended September 30, 2025. The loan is secured by fixed assets placed into service in the third phase of the Guangzhou manufacturing facility’s buildout.

4The credit facility offers a borrowing capacity of RMB 480,000, denominated in RMB, and bears floating interest rate benchmarking RMB loan interest rates of financial institutions in the PRC. The loan interest rate was 3.3% as of September 30, 2025. The outstanding principal balance is payable in semi-annual installments. The loan is secured by BeOne Pharmaceutical (Suzhou) Co., Ltd.’s property ownership certificate of the small molecule manufacturing campus in Suzhou, China.

5The working capital loan facility offers a borrowing capacity of up to $380,000, denominated in USD, and bears floating interest rates benchmarking the secured overnight financing rate. The loan interest rate was 6.2% as of September 30, 2025. $300,000 of the borrowings matures on December 17, 2025, and $80,000 matures on January 21, 2026.

6The working capital loan facility offers a borrowing capacity of up to $150,000, denominated in USD. The loan interest rate was 6.8% as of September 30, 2025.

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7The working capital loan facility offers a borrowing capacity of up to RMB 675,000, denominated in RMB. The loan interest rate was 3.0% as of September 30, 2025.

8The working capital loan facility offered a borrowing capacity of up to RMB 675,000, denominated in RMB. The Company repaid the principal during the nine months ended September 30, 2025.

9The working capital loan facility offers a borrowing capacity of up to of RMB 400,000, denominated in RMB. The Company repaid the principal during the nine months ended September 30, 2025.

10The working capital loan facility offers a borrowing capacity of up to RMB 340,000, denominated in RMB, and bears floating interest rates benchmarking Hong Kong interbank market rate for RMB. The loan interest rate was 3.6% as of September 30, 2025.

11The working capital loan facility offers a borrowing capacity of up to RMB 700,000, denominated in RMB. The loan interest rate was 2.9% as of September 30, 2025.

The Company has numerous financial and non-financial covenants on its debt obligations with various banks and other lenders. Some of these covenants include default and/or cross-default provisions that could require acceleration of repayment of loans in the event of default. However, the Company’s debt is primarily short-term in nature. Any acceleration would be a matter of months but may impact the Company’s ability to refinance debt obligations if an event of default occurs. As of September 30, 2025, the Company was in compliance with all covenants of its material debt agreements.

Interest Expense

Interest expense ~~recognized~~related ~~for~~to ~~the~~bank ~~three~~loans ~~and nine months ended September 30, 2025~~ was ~~$12,650~~as and $37,659, respectively, among which, $1,886 and $11,899 was capitalized, respectively. Interest expense recognized for the three and nine months ended September 30, 2024 was $14,312 and $39,949, respectively, among which, $8,176 and $25,697 was capitalized, respectively. Interest paid for the nine months ended September 30, 2025 and 2024, net of amounts capitalized, amounted to $24,249 and $12,466, respectively.follows:

12. Product Revenue


	Three Months Ended
	March 31,
	2026	2025
	$	$
Interest expense, excluding amortization of debt issuance costs	15,567	12,961
Amortization of debt issuance costs	2,600	—
Capitalized interest expense	1,075	5,959

11. Product Revenue

The Company’s product revenue is primarily derived from the sale of its internally developed products BRUKINSA® and TEVIMBRA® in the U.S., China, EU, and other regions; XGEVA®, BLINCYTO® and KYPROLIS® in China under a license from Amgen; and POBEVCY® in China under a license from Bio-Thera.

The table below presents the Company’s net product revenue for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2025~~2026 and ~~2024.~~2025:

	Three Months Ended		~~Nine Months Ended~~
	September 30,		September 30,
	March 31,
	2025	2024	2025	2024
	2026	2025
	$	$	$	$
Product revenue – gross	1,~~770~~893,~~689~~489	1,~~245~~400,~~589~~066	~~4,828,593~~	~~3,357,208~~
Less: Rebates and sales returns	(375,676)	(252,142)	(1,022,974)	(695,697)
Less: rebates and sales returns	(406,160)	(291,536)
Product revenue – net	1,~~395~~487,~~013~~329	~~993~~1,~~447~~108,530	~~3,805,619~~	~~2,661,511~~

The following table disaggregates net product revenue by product for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2025~~2026 and ~~2024~~2025:

Three Months Ended

~~Nine Months Ended~~

September 30,

March 31,

2025

2024

2025

2024

2026

2025

BRUKINSA®

1,~~040~~094,~~691~~843

~~690~~791,~~278~~664

~~2,782,195~~

~~1,816,192~~

TEVIMBRA®

~~190~~206,~~623~~241

~~163~~171,~~351~~164

~~555,311~~

~~467,038~~

XGEVA®

8489,~~243~~920

6370,~~445~~423

~~235,984~~

~~161,880~~

BLINCYTO®

3034,~~476~~035

2023,~~215~~906

~~79,969~~

~~53,712~~

KYPROLIS®

1816,~~369~~971

1719,~~972~~728

~~57,513~~

~~48,019~~

POBEVCY®

1012,~~499~~127

1213,~~193~~745

~~35,486~~

~~40,398~~

Other

2033,~~112~~192

2517,~~993~~900

~~59,161~~

~~74,272~~

Total product revenue – net

1,~~395~~487,~~013~~329

~~993~~1,~~447~~108,530

~~3,805,619~~

~~2,661,511~~

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The following table presents the roll-forward of accrued revenue rebates and returns for the three months ended March 31, 2026 and 2025:


	Rebates, Returns and Other Deductions	Contra AR Accruals	Total
	$	$
Balance at December 31, 2025	398,533	79,126	477,659
Accrual	198,270	207,890	406,160
Payments	(156,366)	(225,344)	(381,710)
Balance at March 31, 2026	440,437	61,672	502,109

Balance at December 31, 2024	235,600	50,699	286,299
Accrual	130,027	161,509	291,536
Payments	(105,683)	(177,050)	(282,733)
Balance at March 31, 2025	259,944	35,158	295,102

12. Earnings Per Share/ADS

The following table reconciles the numerator and denominator in the computations of earnings per share/ADS:


	Three Months Ended
	March 31,
	2026	2025
	$	$
Numerator:
Net income	227,357	1,270

Denominator:
Weighted-average shares outstanding—basic	1,442,451,870	1,390,052,966
Dilutive common share equivalents	62,575,468	55,200,253
Weighted-average shares outstanding—diluted	1,505,027,338	1,445,253,219
Antidilutive common share equivalents excluded from above	511,433	1,408,376

Earnings per share:
Basic	0.16	0.00
Diluted	0.15	0.00

Earnings per ADS:
Basic	2.05	0.01
Diluted	1.96	0.01

For the three months ended March 31, 2026 and 2025, diluted earnings per share was computed using the weighted-average number of ordinary shares and the effect of potentially dilutive shares outstanding during the periods. Potentially dilutive shares consist of stock options, restricted stock units, performance stock units and ESPP shares. The dilutive effect of outstanding stock options, restricted stock units, performance stock units and ESPP shares is reflected in diluted net earnings per share using the treasury stock method.

Each ADS represents 13 ordinary shares. Basic and diluted earnings per ADS was derived from the basic and diluted earnings per share, respectively.

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~~The~~13. ~~following table presents the roll~~Share-~~forward~~Based ofCompensation ~~accrued revenue rebates and returns for the nine months ended September 30, 2025 and 2024:~~Expense

	Rebates, Returns and Other Deductions	Contra AR Accruals	Total
	$	$
Balance at December 31, 2024	235,600	50,699	286,299
Accrual	457,909	565,065	1,022,974
Payments	(310,732)	(564,676)	(875,408)
Balance at September 30, 2025	382,777	51,088	433,865
Balance at December 31, 2023	139,936	30,435	170,371
Accrual	340,845	354,852	695,697
Payments	(267,034)	(350,055)	(617,089)
Balance at September 30, 2024	213,747	35,232	248,979

13. Earnings (Loss) Per Share/ADS

The following table reconciles the numerator and denominator in the computations of earnings (loss) per share/ADS:

	Three Months Ended		Nine Months Ended
	September 30,		September 30,
	2025	2024	2025	2024
	$	$	$	$
Numerator:
Net income (loss)	124,841	(121,350)	220,431	(492,905)
Denominator:
Weighted-average shares outstanding—basic	1,432,801,699	1,376,751,873	1,410,497,062	1,361,216,763
Dilutive common share equivalents	55,948,655	—	55,037,942	—
Weighted-average shares outstanding—diluted	1,488,750,354	1,376,751,873	1,465,535,004	1,361,216,763
Antidilutive common share equivalents excluded from above	1,665,727	—	1,415,410	—
Earnings (loss) per share:
Basic	0.09	(0.09)	0.16	(0.36)
Diluted	0.08	(0.09)	0.15	(0.36)
Earnings (loss) per ADS:
Basic	1.13	(1.15)	2.03	(4.71)
Diluted	1.09	(1.15)	1.96	(4.71)

For the three and nine months ended September 30, 2025, diluted earnings per share was computed using the weighted-average number of ordinary shares and the effect of potentially dilutive shares outstanding during the periods. Potentially dilutive shares consist of stock options, restricted stock units and ESPP shares. The dilutive effect of outstanding stock options, restricted stock units and ESPP shares is reflected in diluted net earnings per share using the treasury stock method.

For the three and nine months ended September 30, 2024, the Company was in a net loss position and the effects of all share options, restricted share units and ESPP shares were excluded from the calculation of diluted loss per share, as their effect would have been anti-dilutive.

Each ADS represents 13 ordinary shares. Basic and diluted earnings (loss) per ADS was derived from the basic and diluted earnings (loss) per share, respectively.

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14. Share-Based Compensation Expense

Share Option, Restricted Share Units and Performance Share Units

During the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026, the Company granted ~~options for 2,527,499 ordinary shares,~~ restricted share units for 27778,~~902,628~~817 ordinary shares~~, and performance share units for 1,876,056 ordinary shares~~ under the Company’s share option and incentive plan. As of ~~September~~March 3031, ~~2025~~2026, options, restricted share units, and performance share units for ordinary shares outstanding totaled 5047,~~032~~017,~~205~~959, 7874,~~985~~129,~~556~~393, and 34,~~934~~551,~~632~~157, respectively. As of ~~September~~March 3031, ~~2025~~2026, share-based awards to acquire 5961,~~929~~363,~~336~~925 ordinary shares were available for future grant under the Company’s share option and incentive plan.

Employee Share Purchase Plan

The Company’s employee share purchase plan (the “ESPP”) allows eligible employees to purchase the Company’s ordinary shares (including in the form of ADSs) at the end of each offering period, which will generally be six months, at a 15% discount to the market price of the Company’s ADSs at the beginning or the end of each offering period, whichever is lower, using funds deducted from their payroll during the offering period. Eligible employees are able to authorize payroll deductions of up to 10% of their eligible earnings, subject to applicable limitations.

As of ~~September~~March 3031, ~~2025~~2026, 32,~~179~~438,~~780~~481 ordinary shares were available for future issuance under the ESPP.

The following table summarizes the shares issued under the ESPP:

	Number of Ordinary Shares Issued	Market Price1				Purchase Price2
Issuance Date		ADS		Ordinary		ADS		Ordinary		Proceeds
February 28, 2026	741,299	$	316.99	$	24.38	$	269.44	$	20.73	$	15,364
August 31, 2025	818,506	$	245.53	$	18.89	$	208.70	$	16.05	$	13,140
February 28, 2025	955,396	$	188.26	$	14.48	$	160.02	$	12.31	$	11,760
August 31, 2024	1,035,996	$	165.02	$	12.69	$	140.27	$	10.78	$	11,178
February 29, 2024	1,021,397	$	165.65	$	12.74	$	140.80	$	10.83	$	11,063

1 The market price is the lower of the closing price on the Nasdaq Stock Market on the issuance date or the offering date, in accordance with the terms of the ESPP.

2 The purchase price is the price which was discounted from the applicable market price, in accordance with the terms of the ESPP.

Share-Based Compensation Expense

The following table summarizes total share-based compensation expense recognized for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2025~~2026 and ~~2024~~2025:

Three Months Ended

~~Nine Months Ended~~

September 30,

March 31,

2025

2024

2025

2024

2026

2025

Research and development

5853,~~839~~856

4741,~~670~~767

~~164,998~~

~~141,121~~

Selling, general and administrative

8169,~~947~~492

6653,~~933~~684

~~221,792~~

~~192,890~~

Total

~~140~~123,~~786~~348

~~114~~95,~~603~~451

~~386,790~~

~~334,011~~

2414. Accumulated Other Comprehensive Loss

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15. Accumulated Other Comprehensive Loss

The movement of accumulated other comprehensive loss was as follows:

	Foreign Currency	~~Pension~~
	Translation	~~Liability~~Other
	Adjustments	Adjustments	Total
	$	$	$
Balance as of December 31, 2024	(135,552)	(13,436)	(148,988)
Balance as of December 31, 2025	(66,252)	(11,932)	(78,184)
Other comprehensive income before reclassifications	4724,~~046~~470	—58	4724,~~046~~528
Amounts reclassified from accumulated other comprehensive loss	—	~~685~~174	~~685~~174
Net-current period other comprehensive income	4724,~~046~~470	~~685~~232	4724,~~731~~702
Balance as of September 30, 2025	(88,506)	(12,751)	(101,257)
Balance as of March 31, 2026	(41,782)	(11,700)	(53,482)

~~16. Restricted Net Assets~~23

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15. Restricted Net Assets

The Company’s ability to pay dividends may depend on the Company receiving distributions of funds from its PRC subsidiaries. Relevant PRC statutory laws and regulations permit payments of dividends by the Company’s PRC subsidiaries only out of the subsidiary’s retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. The results of operations reflected in the condensed consolidated financial statements prepared in accordance with GAAP differ from those reflected in the statutory financial statements of the Company’s PRC subsidiaries.

In accordance with the company law of the PRC, a domestic enterprise is required to provide statutory reserves of at least 10% of its annual after-tax profit until such reserve has reached 50% of its respective registered capital based on the enterprise’s PRC statutory accounts. A domestic enterprise is also required to provide discretionary surplus reserve, at the discretion of the board of directors, from the profits determined in accordance with the enterprise’s PRC statutory accounts. The aforementioned reserves can only be used for specific purposes and are not distributable as cash dividends. The Company’s PRC subsidiaries were established as domestic enterprises and therefore are subject to the above-mentioned restrictions on distributable profits.

As a result of these PRC laws and regulations, including the requirement to make annual appropriations of at least 10% of after-tax income and set aside as general reserve fund prior to payment of dividends, the Company’s PRC subsidiaries are restricted in their ability to transfer a portion of their net assets to the Company.

Foreign exchange and other regulations in the PRC may further restrict the Company’s PRC subsidiaries from transferring funds to the Company in the form of dividends, loans and advances. As of ~~September~~March 3031, ~~2025~~2026 and December 31, ~~2024~~2025, amounts restricted were the net assets of the Company’s PRC subsidiaries, which, after intercompany eliminations, amounted to $12,~~915~~149,~~887~~922 and $12,~~709~~012,~~961~~019, respectively.

1716. Commitments and Contingencies

Purchase Commitments

As of ~~September~~March 3031, ~~2025~~2026, the Company had non-cancellable purchase commitments amounting to $~~175~~186,~~115~~437, of which $2422,~~921~~579 related to non-utilization fees and minimum purchase requirements for supply purchased from contract manufacturers and $~~150~~163,~~194~~858 related to binding purchase obligations of inventory from Amgen. The Company does not have any minimum purchase requirements for inventory from Amgen.

Capital Commitments

The Company had capital commitments amounting to $5222,~~061~~925 for the acquisition of property, plant and equipment as of ~~September~~March 3031, ~~2025~~2026, related to various facilities across the globe~~, including the manufacturing and clinical R&D facility in Hopewell, New Jersey~~.

Co-Development Funding Commitment

Under the Amgen Collaboration Agreement, the Company is responsible for co-funding global development costs for the Amgen oncology pipeline assets up to a total cap of $1.25 billion. The Company is funding its portion of the co-development costs by contributing cash and/or development services. As of ~~September~~March 3031, ~~2025~~2026, the Company’s remaining co-development funding commitment was $~~183~~72,~~592~~346.

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Funding Commitment

The Company had committed capital related to equity investments in the amount of $15,~~891~~056. As of ~~September~~March 3031, ~~2025~~2026, the remaining capital commitment was $54,~~991~~406 and is expected to be paid from time to time over the investment period.

1817. Segment and Geographic Information

The Company operates in one segment: pharmaceutical products. Its chief operating decision maker is the Chief Executive Officer, who makes operating decisions, assesses performance and allocates resources on a consolidated basis.

The primary measure of segment profitability for the Company’s operating segment is considered to be consolidated net income ~~(loss)~~. Significant segment expenses reviewed by the CODM on a regular basis included within net income ~~(loss)~~ include cost of product sales, research and development expenses and selling, general and administrative expenses which are separately presented on the Company’s consolidated statements of operations. Other segment items within net income ~~(loss)~~ include interest income, ~~net~~interest expense, other ~~(expense)~~ income, net and income tax expense.

The Company’s long-lived assets are primarily located in the U.S. and China.

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Net product revenues by geographic area are based upon the location of the customer, and other revenue is recorded in the jurisdiction in which the related income is expected to be sourced from. Total revenues by geographic area are presented as follows:

Three Months Ended

~~Nine Months Ended~~

September 30,

March 31,

2025

2024

2025

2024

2026

2025

U.S. - total revenue

~~754~~782,~~856~~255

~~505~~567,~~462~~211

~~2,016,494~~

~~1,338,348~~

Product revenue

~~742~~765,~~687~~613

~~503~~563,~~745~~348

~~1,991,430~~

~~1,334,566~~

Other revenue

1216,~~169~~642

13,~~717~~863

~~25,064~~

~~3,782~~

China - total revenue

~~439~~471,~~885~~974

~~375~~399,~~993~~592

~~1,272,401~~

~~1,048,439~~

Product revenue

~~434~~465,~~783~~182

~~370~~396,~~295~~362

~~1,259,947~~

~~1,033,069~~

Other revenue

56,~~102~~792

53,~~698~~230

~~12,454~~

~~15,370~~

Europe - total revenue

~~166~~193,~~576~~996

98118,~~265~~554

~~437,514~~

~~247,514~~

Product revenue

~~166~~191,~~576~~321

97116,~~528~~898

~~435,788~~

~~245,760~~

Other revenue

—2,675

~~737~~1,656

~~1,726~~

~~1,754~~

Rest of world - total revenue

5065,~~967~~213

2131,~~879~~922

~~118,454~~

~~48,116~~

Product revenue

5065,~~967~~213

2131,~~879~~922

~~118,454~~

~~48,116~~

Total Revenue

1,~~412~~513,~~284~~438

1,~~001~~117,~~599~~279

~~3,844,863~~

~~2,682,417~~

2625

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

Cautionary Note Regarding Forward-Looking Statements

You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our condensed consolidated financial statements (unaudited) and related notes included in the section of this Quarterly Report on Form 10-Q (this “Quarterly Report”), titled “Part I – Item 1 – Financial Statements.” This Quarterly Report contains forward-looking statements that involve substantial risks and uncertainties. These forward-looking statements are based on management’s current expectations and projections about future events and trends that may affect the business, financial condition, and operating results. All statements other than statements of historical facts contained in this Quarterly Report are forward-looking statements. Forward-looking statements often include words such as “aim,” “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,” “goal,” “intend,” “may,” “ongoing,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will,” “would,” or the negative of these terms or other similar expressions. These forward-looking statements include, among other things, statements about: our ability to successfully commercialize our approved medicines and to obtain approvals in additional indications and territories for our medicines; the timing, progress and results of our research and development (“R&D”) programs, preclinical studies and clinical trials of our drug candidates, including statements regarding the timing of initiation and completion of studies or trials and related preparatory work, the period during which the results of the trials will become available ~~and our research and development programs~~; our ability to successfully develop and commercialize our in-licensed medicines and drug candidates and any other medicines and drug candidates we may in-license; our ability to further develop sales and marketing capabilities and launch and commercialize new medicines, if approved; our ability to maintain and expand regulatory approvals for our medicines and drug candidates, if approved; the pricing and reimbursement of our medicines and drug candidates, if approved; ~~the initiation, timing, progress and results of~~ our ~~preclinical studies and clinical trials and our research and development programs; our~~ ability to advance our drug candidates into, and successfully complete, clinical trials and obtain regulatory approvals; our reliance on the success of our clinical stage drug candidates; our plans, expected milestones and the timing or likelihood of regulatory filings and approvals; the implementation of our business model, strategic plans for our business, medicines, drug candidates and technology; the scope of protection we (or our licensors) are able to establish and maintain for intellectual property rights covering our medicines, drug candidates and technology; our ability to operate our business without infringing, misappropriating or otherwise violating the intellectual property rights and proprietary technology of third parties; costs associated with enforcing or defending against intellectual property infringement, misappropriation or violation, product liability and other claims; the regulatory environment and regulatory developments in the United States (“U.S.”), China, the United Kingdom (“UK”), Switzerland, the European Union (“EU”) and other jurisdictions in which we operate; the accuracy of our estimates regarding expenses, revenues, including collaboration revenue, capital requirements and our need for additional financing; the potential benefits of strategic collaboration and licensing agreements and our ability to enter into and maintain strategic arrangements; our construction and operation of independent production facilities for small molecule medicines and large molecule biologics, as well as clinical R&D facilities, to support the global demand for both commercial and clinical supply; our reliance on third parties to conduct drug development, manufacturing and other services; our ability to manufacture and supply, or have manufactured and supplied, drug candidates for clinical development and medicines for commercial sale; the rate and degree of market access and acceptance of our medicines and drug candidates, if approved; developments relating to our competitors and our industry, including competing therapies; the size of the potential markets for our medicines and drug candidates and our ability to serve those markets; our ability to effectively manage our growth; our ability to attract and retain qualified employees and key personnel; our ability to comply with the covenants and other requirements under our facilities agreements and to borrow available amounts under such agreements; the impact of macroeconomic conditions, including uncertainties associated with geopolitical conflicts, tariff and trade policies, and inflation and capital market disruptions; statements regarding future revenue, key milestones, expenses, capital expenditures, capital requirements and share performance; ~~and~~ the future trading price of our American Depositary Shares (“ADSs”) listed on Nasdaq, our ordinary shares listed on HKEx, and our ordinary shares issued to permitted investors in China and listed and traded on the STAR in Renminbi (“RMB Shares”), ~~and~~as well as the impact of securities analysts’ reports on these prices; and the effects of the redomiciliation to Switzerland, including its tax treatment and our name change in 2025. These statements involve risks and uncertainties, including those that are described in “Part II—Item 1A—Risk Factors” of this Quarterly Report, that may cause actual future events or results to differ materially from those expected. Given these uncertainties, you should not place undue reliance on these forward-looking statements. We do not assume any obligation to update any forward-looking statements ~~where~~whether as a result of new information or otherwise, except as required by law. This Quarterly Report includes statistical and other industry and market data that we obtained from industry publications and research, surveys and studies conducted by third parties. Industry publications and third-party research, surveys and studies generally indicate that their information has been obtained from sources believed to be reliable, although they do not guarantee the accuracy or completeness of such information. While we believe these industry publications and third-party research, surveys and studies are reliable, you are cautioned not to give undue weight to this information.

Effective May 27, 2025, we changed our jurisdiction of incorporation from the Cayman Islands to Switzerland through a transaction known as a continuation under Section 206 of the Companies Act (as amended) of the Cayman Islands and Article 161 of the Swiss Federal Act on Private International Law (the “Continuation”) and changed our legal English name from BeiGene, Ltd. to BeOne Medicines Ltd. This Quarterly Report includes the results of BeiGene, Ltd. prior to the Continuation and BeOne Medicines Ltd. following the Continuation.26

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Unless the context requires otherwise, in this Quarterly Report, the terms “BeOne,” the “Company,” “we,” “us” and “our” refer to (i) BeOne Medicines Ltd., a Switzerland holding company with operations conducted by its subsidiaries, and its subsidiaries, on a consolidated basis, following the Continuation and (ii) BeiGene, Ltd., a Cayman Islands holding company with operations conducted by its subsidiaries, and its subsidiaries, on a consolidated basis, prior to the Continuation.

Non-GAAP Financial Measures

We provide certain financial measures that are not defined under accounting principles generally accepted in the United States of America (“GAAP”), commonly referred to as non-GAAP financial measures, including Adjusted Operating Expenses, Adjusted Income (Loss) from Operations, Adjusted Net Income (Loss), Adjusted Earnings Per Share, Free Cash Flow and certain other non-GAAP measures, each of which include adjustments to GAAP figures. These non-GAAP measures are intended to provide additional information on our operating performance. Adjustments to our GAAP figures exclude, as applicable, non-cash items such as share-based compensation, depreciation and amortization. Certain other special items or substantive events may also be included in the non-GAAP adjustments periodically when their magnitude is significant within the periods incurred. Non-GAAP adjustments are tax effected to the extent there is US GAAP current tax ~~expense~~effect. The Company currently records a valuation allowance on its net deferred tax assets, so there is no net impact recorded for deferred tax effects in our tax expense. We maintain an established non-GAAP policy that guides the determination of what items may be excluded in non-GAAP financial measures. We believe that these non-GAAP measures, when considered together with the GAAP figures, can enhance an overall understanding of our operating performance. The non-GAAP financial measures are included with the intent of providing investors with a more complete understanding of our historical and expected financial results and trends and to facilitate comparisons between periods and with respect to projected information. In addition, these non-GAAP financial measures are among the indicators BeOne’s management uses for planning and forecasting purposes and measuring our performance. These non-GAAP financial measures should be considered in addition to, and not as a substitute for, or superior to, GAAP financial measures. The non-GAAP financial measures used by BeOne may be calculated differently from, and therefore may not be comparable to, non-GAAP financial measures used by other companies.

Overview

~~Our~~BeOne ~~third~~Medicines ~~quarter~~is ~~financial results show topline growth and~~ a ~~strong~~global ~~liquidity~~oncology ~~position~~company tothat ~~support~~is ~~ongoing~~discovering ~~operations~~ and ~~strategic~~developing ~~priorities.~~innovative ~~BRUKINSA~~treatments isfor ~~now~~cancer ~~the~~patients ~~global revenue leader in the BTK inhibitor class~~worldwide. ~~Our~~With ~~late-stage~~a ~~hematology~~ portfolio ~~continues~~spanning tohematology ~~advance with sonrotoclax~~ and ~~the~~solid ~~BTK~~tumors, ~~CDAC~~BeOne ~~BGB-16673.~~is ~~With~~expediting adevelopment ~~promising~~of ~~oncology~~its diverse pipeline, weof ~~are~~novel ~~positioned~~therapeutics tothrough ~~deliver~~its ~~multiple~~internal ~~data~~capabilities and ~~regulatory milestones~~collaborations.

Key highlights for the ~~third~~first quarter of ~~2025~~2026 are as follows:

•~~Third~~First quarter ~~2025~~2026 total global revenues increased 4135% to $1.45 billion versus ~~third~~first quarter ~~2024~~ 2025

•Global BRUKINSA® (zanubrutinib) revenues increased 5138% to $1.01 billion versus ~~third~~first quarter ~~2024~~2025

•Diluted GAAP Earnings per American Depositary Share (“ADS”) of $1.0996, non-GAAP diluted Earnings per ADS of $23.6524

•Nearly 50 abstracts accepted at American Society of Hematology (ASH) Annual Meeting, highlighting late-stage hematology portfolio

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Recent Developments

Recent Business Developments

OnCore ~~October~~Marketed 13, 2025, we announced that the U.S. Food and Drug Administration (“FDA”) has granted Breakthrough Therapy Designation for sonrotoclax, a next-generation and potentially best-in-class investigational BCL2 inhibitor, for the treatment of adult patients with relapsed or refractory (R/R) mantle cell lymphoma (MCL). Additionally, the FDA has accepted BeOne’s request for participation in Project Orbis, an initiative that provides a framework for concurrent submission and review of oncology products among participating global health authorities.Products

OnBRUKINSA ~~August 29, 2025, we announced positive topline results from a Phase 1/2 study~~ (~~BGB-11417-201~~zanubrutinib) of sonrotoclax, a next-generation and potentially best-in-class investigational BCL2 inhibitor, in adult patients with relapsed/refractory mantle cell lymphoma, following treatment with a Bruton’s tyrosine kinase inhibitor (“BTKi”) and anti-CD20 therapy.

On•Received ~~August~~Orphan ~~27,~~Drug ~~2025,~~Designation wein ~~announced~~Japan ~~that~~for the ~~European Commission (“EC”) has approved TEVIMBRA (tislelizumab), in combination with platinum-containing chemotherapy as neoadjuvant~~ treatment ~~followed~~of ~~by TEVIMBRA monotherapy as adjuvant treatment, for~~ adult patients with ~~resectable~~relapsed ~~non-small~~or ~~cell~~refractory ~~lung cancer~~ (~~NSCLC~~“R/R”) atmarginal ~~high~~zone ~~risk~~lymphoma ~~of recurrence~~(“MZL”).

On•Submitted ~~August~~New ~~25,~~Drug ~~2025,~~Application we entered into a Royalty Purchase Agreement (the “Royalty Purchase Agreement”) with Royalty Pharma plc (“Royalty Pharma”), pursuant to which we agreed to sell a significant portion of our rights to royalty payments from Amgen Inc. (“Amgen”) based on annual net revenue from sales outside of China of any and all products that consist of Amgen’s IMDELLTRA® (tarlatamab-dlle). Under the terms of the Royalty Purchase Agreement, we received a non-refundable upfront payment of $885 million, and also have the option, in ~~our~~Japan ~~sole discretion, to sell to Royalty Pharma an additional portion of our rights to royalty payments within 12 months of the date of the Royalty Purchase Agreement~~ for upR/R toMZL ~~$65 million, subject to proportional adjustments. We will share in a portion of the royalties on annual ex-China net revenue from IMDELLTRA® above $1.5 billion,~~ and ~~will~~tablet maintain royalty and all other rights to other assets under the terms of the existing collaboration with Amgen, including xaluritamig, a first-in-class STEAP1 x CD3 XmAb currently being studied in patients with metastatic castration-resistant prostate cancer (mCRPC)formulation. The upfront payment received from Royalty Pharma is classified as a financing liability according to ASC 470. The repayment of this obligation to Royalty Pharma will be made upon the receipt of royalties from Amgen throughout the royalty period, which is anticipated to extend at least through 2041.

OnSonrotoclax ~~August 21, 2025, we announced that the EC has approved a new film-coated tablet formulation of BRUKINSA®~~ (~~zanubrutinib)~~BCL2 ~~for all approved indications.~~inhibitor)

29•Launched and commercially available in China for the treatment of adult patients with R/R mantle cell lymphoma (“MCL”) and R/R chronic lymphocytic leukemia (“CLL”)/small lymphocytic lymphoma (“SLL”).

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•Included in the European Society of Medical Oncology (“ESMO”) guidelines as a recommended third-line treatment for R/R MCL patients.

TEVIMBRA (tislelizumab)

•Received acceptance of a Supplemental Biologics License Application (“sBLA”) by the U.S. Food and Drug Administration (“FDA”) with Priority Review for the treatment of adult patients with first-line HER2-positive gastroesophageal adenocarcinoma (“GEA”) in combination with ZIIHERA (zanidatamab) and chemotherapy, based on results of the HERIZON-GEA-01 trial which demonstrated statistically significant and clinically meaningful improvement in overall survival versus trastuzumab plus chemotherapy.

•Received acceptance of sBLA by the Center for Drug Evaluation (“CDE”) in China for the treatment of adult patients with first-line HER2-positive GEA in combination with ZIIHERA and chemotherapy.

ZIIHERA (zanidatamab)

•Received acceptance of sBLA by the CDE in China for the treatment of adult patients with first-line HER2-positive GEA in combination with chemotherapy, with or without TEVIMBRA.

Select Clinical-Stage Programs

Hematology

•BGB-16673 (BTK chimeric degradation activation compound (“CDAC”)): Initiated Phase 2 cohorts in R/R MZL and Richter’s Transformation.

Breast and Gynecological Cancers

•BGB-43395 (cyclin-dependent kinase 4 (“CDK4”) inhibitor): Received acceptance of Phase 1 study data as a poster presentation at ASCO.

•BG-C9074 (B7-H4 ADC): Received acceptance of Phase 1 study data as a rapid oral presentation at ASCO.

Gastrointestinal Cancers

•BGB-B2033 (GPC3x41BB bispecific antibody):

◦Received FDA Orphan Drug Designation for hepatocellular carcinoma (“HCC”).

◦Initiated potentially registrational study in patients with HCC.

◦Received acceptance of Phase 1 study data as a rapid oral presentation at ASCO.

Lung Cancer

•BG-C0979 (ADAM9-targeting ADC): Initiated first-in-human study.

Inflammation and Immunology

•BG-A3004 (KLRG1 mAb): Initiated first-in-human study.

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Results of Operations

The following table summarizes our results of operations for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2025~~2026 and ~~2024~~2025:

	Three Months Ended								~~Nine Months Ended~~
	September 30,				Change				September 30,				Change
	March 31,				Change
	2025		2024		$		%		2025		2024		$		%
	2026		2025		$		%
	(dollars in thousands)
Revenues
Product revenue, net	$	1,~~395~~487,~~013~~329	$	~~993~~1,~~447~~108,530	$	~~401~~378,~~566~~799	4034.42	%	$	~~3,805,619~~	$	~~2,661,511~~	$	~~1,144,108~~	~~43.0~~	%
Other revenue	1726,~~271~~109		8,~~152~~749		917,~~119~~360		~~111~~198.94	%	~~39,244~~		~~20,906~~		~~18,338~~		~~87.7~~	%
Total revenues	1,~~412~~513,~~284~~438		1,~~001~~117,~~599~~279		~~410~~396,~~685~~159		4135.05	%	~~3,844,863~~		~~2,682,417~~		~~1,162,446~~		~~43.3~~	%
Cost of sales - product	~~196~~167,~~510~~215		~~170~~165,~~462~~002		262,~~048~~213		151.3	%	~~526,118~~		~~433,529~~		~~92,589~~		~~21.4~~	%
Gross profit	1,~~215~~346,~~774~~223		~~831~~952,~~137~~277		~~384~~393,~~637~~946		4641.34	%	~~3,318,745~~		~~2,248,888~~		~~1,069,857~~		~~47.6~~	%
Operating expenses
Research and development	~~523~~541,~~662~~224		~~496~~481,~~179~~887		2759,~~483~~337		512.53	%	~~1,530,445~~		~~1,411,283~~		~~119,162~~		~~8.4~~	%
Selling, general and administrative	~~528~~555,~~998~~097		~~455~~459,~~223~~288		7395,~~775~~809		1620.29	%	~~1,526,199~~		~~1,326,379~~		~~199,820~~		~~15.1~~	%
Total operating expenses	1,~~052~~096,~~660~~321		~~951~~941,~~402~~175		~~101~~155,~~258~~146		1016.65	%	~~3,056,644~~		~~2,737,662~~		~~318,982~~		~~11.7~~	%
Income (loss) from operations	163,114		(120,265)		283,379		(235.6)	%	262,101		(488,774)		750,875		(153.6)	%
Income from operations	249,902		11,102		238,800		2,151.0	%
Interest income, net	3,029		10,643		(7,614)		(71.5)	%	12,374		40,028		(27,654)		(69.1)	%
Interest income	27,664		12,850		14,814		115.3	%
Other (expense) income, net	(18,979)		11,318		(30,297)		(267.7)	%	(6,862)		1,096		(7,958)		(726.1)	%
Interest expense	(32,887)		(7,002)		(25,885)		369.7	%
Income (loss) before income taxes	147,164		(98,304)		245,468		(249.7)	%	267,613		(447,650)		715,263		(159.8)	%
Other income, net	14,536		3,950		10,586		268.0	%
Income tax expense	22,323		23,046		(723)		(3.1)	%	47,182		45,255		1,927		4.3	%
Income before income taxes	259,215		20,900		238,315		1,140.3	%
Net income (loss)	$	124,841	$	(121,350)	$	246,191	(202.9)	%	$	220,431	$	(492,905)	$	713,336	(144.7)	%
Income tax expense	31,858		19,630		12,228		62.3	%
Net income	$	227,357	$	1,270	$	226,087	17,802.1	%

Comparison of the Three Months Ended ~~September~~March 3031, ~~2025~~2026 and ~~2024~~2025

Revenue

Total revenue increased to $1,~~412~~513.34 million for the three months ended ~~September~~March 3031, ~~2025~~2026, from $1,~~001~~117.63 million for the three months ended ~~September~~March 3031, ~~2024~~2025, due to increased sales of BRUKINSA, TEVIMBRA, ~~and~~as ~~our~~well as increased sales of in-licensed products from Amgen.

Net product revenue consisted of the following:

	Three Months Ended
	September 30,				Changes
	March 31,				Changes
	2025		2024		$		%
	2026		2025		$		%
	(dollars in thousands)
BRUKINSA®	$	1,~~040~~094,~~691~~843	$	~~690~~791,~~278~~664	$	~~350~~303,~~413~~179	5038.83	%
TEVIMBRA®	~~190~~206,~~623~~241		~~163~~171,~~351~~164		2735,~~272~~077		1620.75	%
XGEVA®	8489,~~243~~920		6370,~~445~~423		2019,~~798~~497		3227.87	%
BLINCYTO®	3034,~~476~~035		2023,~~215~~906		10,~~261~~129		5042.84	%
KYPROLIS®	1816,~~369~~971		1719,~~972~~728		~~397~~(2,757)		2(14.20)	%
POBEVCY®	1012,~~499~~127		1213,~~193~~745		(1,~~694~~618)		(1311.98)	%
Other	2033,~~112~~192		2517,~~993~~900		(515,~~881)~~292		~~(22~~85.6)4	%
Total product revenue	$	1,~~395~~487,~~013~~329	$	~~993~~1,~~447~~108,530	$	~~401~~378,~~566~~799	4034.42	%

Net product revenue increased 4034.42% to $1,~~395~~487.03 million for the three months ended ~~September~~March 3031, ~~2025~~2026, compared to $~~993~~1,108.45 million in the prior-year period, primarily due to increased sales of BRUKINSA globally, driven by significant growth in the U.S. and Europe. In addition, product revenues in the ~~third~~first quarter of ~~2025~~2026 were positively impacted by ~~sales~~growth offrom ~~TEVIMBRA and~~ in-licensed products from Amgen, ~~primarily~~and ~~XGEVA®~~TEVIMBRA.

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Global ~~revenue~~sales ~~for~~of BRUKINSA totaled $1,094.08 ~~billion~~million in the ~~third~~first quarter, representing a 5038.83% increase compared to the prior-year period; U.S. ~~revenue~~sales ~~for~~of BRUKINSA totaled $~~738~~761.71 million in the ~~third~~first quarter, compared to $~~503~~563.72 million in the prior-year period, representing growth of 4635.61%, driven primarily by robust demand growth ~~across~~as ~~all~~well ~~indications~~as ~~and~~favorable ~~modest~~net ~~benefit~~pricing, ~~due~~of which approximately $20.0 million relates to non-recurring gross to net ~~pricing~~adjustments realized in the first quarter of 2026. BRUKINSA continues to maintain its leading new patient share across the BTKi class due to its differentiated, best-in-class clinical profile. BRUKINSA ~~revenue~~sales in ~~Europe~~the EU totaled $~~163~~182.24 million in the ~~third~~first quarter, compared to $97115.39 million in the prior-year period, representing growth of 6757.84%, driven by ~~increased~~continued gains in market share across all major ~~European~~ markets, including Germany, Italy, Spain, France and the UK. Foreign exchange contributed approximately 11% of the European growth given the Euro strengthening on a year-over-year basis. BRUKINSA ~~revenue~~sales in China totaled $9294.40 million, representing growth of 3615.29%. BRUKINSA rest of world revenue totaled $4657.43 million in the ~~third~~first quarter, representing growth of ~~116~~82.63% compared to the prior-year period.

~~Revenue~~Sales ~~for~~of TEVIMBRA totaled $~~190~~206.62 million in the ~~third~~first quarter, compared to $~~163~~171.42 million in the prior-year period, representing a 1620.75% increase.

Revenue for Amgen products in China totaled $~~133~~142.1 2 million in the ~~third~~first quarter, compared to $~~101~~114.6 1 million in the prior-year period, representing a 3124.06% increase, driven primarily by increased XGEVA® sales volume.

Other revenue totaled $1726.31 million and $8.27 million for the three months ended ~~September~~March 3031, ~~2025~~2026 and ~~2024~~2025, respectively, primarily related to royalty revenue under the Amgen collaboration and revenue generated under the Novartis broad markets marketing and promotion agreement.

Gross Margin

Gross margin on global product sales increased to $1,198.5 million for the three months ended September 30, 2025, compared to $823.0 million in the prior-year period, primarily due to increased product sales in the current year period. Gross margin as a percentage of product sales increased to 8588.98% for the three months ended ~~September~~March 3031, ~~2025~~2026, from 8285.81% in the comparable period of the prior year. The gross margin percentage increased due to a proportionally higher sales mix of global BRUKINSA compared to other products in our portfolio. Gross margin also benefited from production productivity improvements resulting in lower costs for both BRUKINSA and TEVIMBRA. ~~These increases were offset by period costs of $33.9 million related to the re-positioning of our manufacturing capacity.~~ On an adjusted basis, which does not include depreciation and amortization, gross margin as a percentage of product sales increased to 8689.32%, from 8485.95% in the comparable period of the prior year.

Research and Development Expense

Research and development expense increased by $2759.53 million, or 512.53%, to $~~523~~541.72 million for the three months ended ~~September~~March 3031, ~~2025~~2026 from $~~496~~481.29 million for the three months ended ~~September~~March 3031, ~~2024~~2025. The following table summarizes the external ~~clinical~~cost of development programs, ~~external~~upfront ~~non-clinical~~license and development milestone fees, and internal research and development expense for the three months ended ~~September~~March 3031, ~~2025~~2026 and ~~2024~~2025, respectively:

	Three Months Ended
	September 30,				Changes
	March 31,				Changes
	2025		2024		$		%
	2026		2025		$		%
	(dollars in thousands)
External research and development expense:
Cost of development programs	$	~~173~~157,~~626~~557	$	~~149~~170,~~026~~046	$	24(12,~~600~~489)	16(7.53)	%
Upfront license and development milestone fees	~~191~~544		~~5,000~~—		~~(4,809)~~544		~~(96.2)~~NM	%
Amgen co-development expense1	3029,~~050~~403		1720,~~015~~707		138,~~035~~696		7642.60	%
Total external research and development expenses	~~203~~187,~~867~~504		~~171~~190,~~041~~753		32(3,~~826~~249)		19(1.27)	%
Internal research and development expenses	~~319~~353,~~795~~720		~~325~~291,~~138~~134		(562,~~343)~~586		(121.6)5	%
Total research and development expenses	$	~~523~~541,~~662~~224	$	~~496~~481,~~179~~887	$	2759,~~483~~337	512.53	%
Adjusted research and development expenses2	$	~~445~~465,904	$	~~405~~421,~~545~~195	$	4044,~~359~~709	10.06	%

1. Our co-funding obligation for the development of the pipeline assets under the Amgen collaboration for the three months ended ~~September~~March 3031, ~~2025~~2026 totaled $5958.40 million, of which $3029.14 million was recorded as R&D expense. The remaining $2928.36 million was recorded as a reduction offor the R&D cost share liability.

2. Adjusted research and development expense is intended to provide investors and others with information about our performance without the effect of items that, by their nature, tend to obscure core operating results due to potential variability across periods based on the timing, frequency and magnitude of such items. Refer to Non-GAAP Financial Measures and Non-GAAP Reconciliation in this MD&A for more information about, and a detailed reconciliation of, these items.

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~~The~~External ~~increase in external~~ research and development expenses decreased slightly in the ~~third~~first quarter ~~was~~of ~~primarily~~2026 ~~attributable~~compared to anthe ~~increase~~same period in ~~external~~2025. ~~costs~~This was primarily driven by the timing of ~~development~~comparator ~~programs~~drug ~~primarily~~purchases, ~~due~~lower tospend ~~advancing~~for ~~preclinical~~maturing ~~programs~~BRUKINSA ~~into~~studies, and the ~~clinic~~wind-down ~~and~~of ~~early~~the ~~clinical~~ociperlimab program. These decreases were partially offset by increased investment in the continued advancement of several programs ~~into~~across ~~late~~the ~~stage~~pipeline, including ~~sonrotoclax~~BTK ~~(BCL2i)~~CDAC, ~~offset~~CDK4, byand ~~lower~~PRMT5, higher Amgen co-development expenses, and higher development upfront and milestone fees.

Internal research and development expense ~~decreased~~increased by $562.36 million, or 121.65%, to $~~319~~353.87 million for the three months ended ~~September~~March 3031, ~~2025~~2026, from $~~325~~291.1 million for the three months ended ~~September~~March 3031, ~~2024. Included within internal research and development expense for the three months ended September 30~~2025, ~~2024~~as iswe ~~$24.9~~continue ~~million of accelerated depreciation expense related~~ to ~~the~~invest ~~move~~in ofcapabilities ~~clinical production~~ to ~~larger,~~support ~~more~~a ~~efficient~~growing ~~production lines~~portfolio. ~~Excluding~~This ~~the~~increase ~~impact of the prior period accelerated depreciation, internal research and development expenses increased by $19.6 million and~~ was primarily attributable to the expansion of ~~our~~resources within the global development organization, ~~and~~alongside ~~our~~higher ~~clinical~~spending ~~and~~for ~~preclinical~~toxicology ~~drug~~studies, ~~candidates~~reagents, asand ~~well~~consumables asnecessary ~~our continued efforts~~ to ~~internalize~~advance ~~research~~our ~~and~~ clinical ~~trial activities~~ and ~~control~~preclinical ~~spend~~candidates.

Selling, General and Administrative Expense

	Three Months Ended
	September 30,				Changes
	March 31,				Changes
	2025		2024		$		%
	2026		2025		$		%
	(dollars in thousands)
Selling, general and administrative expenses	$	~~528~~555,~~998~~097	$	~~455~~459,~~223~~288	$	7395,~~775~~809	1620.29	%
Adjusted selling, general and administrative expenses1	$	~~434~~471,~~484~~993	$	~~380~~395,~~737~~511	$	5376,~~747~~482	1419.13	%

1. Adjusted selling, general and administrative expense is intended to provide investors and others with information about our performance without the effect of items that, by their nature, tend to obscure core operating results due to potential variability across periods based on the timing, frequency and magnitude of such items. Refer to Non-GAAP Financial Measures and Non-GAAP Reconciliation in this MD&A for more information about, and a detailed reconciliation of, these items.

Selling, general and administrative expense increased by $7395.8 million, or 1620.29%, to $~~529~~555.01 million for the three months ended ~~September~~March 3031, ~~2025~~2026, from $~~455~~459.23 million for the three months ended ~~September~~March 3031, ~~2024~~2025. The increase was primarily attributable to continued investment in global commercial expansion primarily in the U.S. and Europe. Selling, general and administrative expenses as a percentage of product sales were 37.93% in the ~~third~~first quarter of ~~2025~~2026 compared to 4541.84% in the prior-year period. ~~We expect continued investment in selling and marketing activities as our product sales increase.~~

Interest Income~~, Net~~

Interest income, ~~net~~increased ~~decreased~~ by $714.68 million, or 71115.53%, to $327.07 million for the three months ended ~~September~~March 3031, ~~2025~~2026, from $1012.69 million for three months ended ~~September~~March 3031, ~~2024~~2025. The ~~decrease~~increase in interest income, ~~net,~~ was primarily attributable ~~an increase in interest expense resulting from interest expense recorded under the effective interest method related~~ to the sale of future royalty liability, higher interest rates on debt balances and lower interest capitalized related to completion of certain phases of our manufacturing and clinical R&D facility in Hopewell, New Jersey, slightly offset by an increase in interest income resulting from a higher cash and cash equivalents balance.

~~Other~~Interest (Expense~~) Income, Net~~

~~Other~~Interest expense increased by $25.9 million, ~~net was~~or 369.7%, to $1932.09 million for the three months ended ~~September~~March 3031, ~~2025~~2026, ~~primarily~~from ~~due~~$7.0 tomillion ~~impairment~~for ~~losses~~three months ~~recognized~~ended onMarch ~~our~~31, ~~equity~~2025. ~~investments~~The ~~and~~increase ~~foreign~~in ~~exchange~~interest ~~losses.~~expense ~~For~~was primarily attributable to interest expense recorded under the ~~three~~effective ~~months~~interest ~~ended~~method ~~September~~related ~~30,~~to ~~2024,~~the ~~other~~sale ~~income~~of future royalty liability, ~~net~~higher ~~was~~interest ~~$11.3~~rates ~~million~~on debt balances, ~~primarily~~and ~~due~~lower interest capitalized related to ~~foreign~~the ~~exchange~~completion ~~gains~~of certain phases of our Hopewell facility.

Other Income, Net

Other income, net was $14.5 million for the three months ended March 31, 2026, primarily due to government subsidy income. For the three months ended March 31, 2025, other income, net was $4.0 million, primarily due to foreign exchange gains and government subsidy income, partially offset by unrealized losses on our equity investments.

Income Tax Expense

Income tax expense was $2231.39 million for the three months ended ~~September~~March 3031, ~~2025~~2026 as compared to $2319.06 million for the three months ended ~~September~~March 3031, ~~2024~~2025. The income tax expense for the three months ended ~~September~~March 3031, ~~2025~~2026 ~~was primarily attributable to current Switzerland tax expense based on year to date earnings~~ and ~~current~~2025 ~~China tax expense due to certain non-deductible expenses. The income tax expense for the three months ended September 30, 2024~~ was primarily attributable to current U.S. tax expense determined after other special tax deductions and research and development ~~tax~~ credits, current Switzerland tax expense based on year to date earnings, and current China tax expense due to certain non-deductible expenses.

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Given the Company’s recent history of earnings, management believes that there is a reasonable possibility that, within the next twelve months, sufficient positive evidence may become available to allow management to reach a conclusion that a significant portion of the valuation allowance recorded against the deferred tax assets held will be reversed. The reversal would result in an income tax benefit for the quarterly and annual fiscal period in which the Company releases the valuation allowance. However, the exact timing and amount of the valuation allowance release are subject to change on the basis of the level of profitability that the Company actually achieves. Prior to reversal, income tax expense should trend with earnings per historical relationship.

As of March 31, 2026, the Company had gross unrecognized tax benefits of $28.5 million. Due to the uncertain and complex application of income tax regulations by certain tax authorities outside of the U.S., it is possible that the ultimate resolution of ongoing audits may result in liabilities that could be different from current estimates. The ongoing audit resolutions, including Italy, China and Spain, for the tax years 2020 through 2024, could impact future tax expense if tax authorities in their administration of tax laws during open audits may lead us to change our assessment of whether or not it is more likely than not that certain tax benefit positions will be sustained. Accordingly, potential future settlements could be material, principally in China. The Company’s reserve for uncertain tax positions increased by $0.7 million in the three months ended March 31, 2026, primarily due to U.S. federal and state tax credits and incentives.

Net Income and Earnings Per Share

GAAP net income improved for the first quarter of 2026, as compared to the prior-year period, primarily attributable to revenue growth and improved operating leverage.

For the first quarter of 2026, basic and diluted earnings per share was $0.16 and $0.15 per share and $2.05 and $1.96 per American Depositary Share (“ADS”), respectively, compared to $0.00 per share and $0.01 per ADS in the prior-year period.

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On July 4, 2025, the reconciliation bill (H.R. 1), commonly referred to as the One Big Beautiful Bill Act (“OBBBA”), was signed into law and includes a broad range of tax reform provisions that may affect our financial results. The OBBBA allows an elective deduction for domestic research and development expenses, a reinstatement of elective 100% firstNon-~~year~~GAAP bonus depreciation, and a more favorable tax rate on foreign-derived deduction eligible income. While we have estimated the impact of certain elective provisions of the OBBBA, we do not expect the legislation to have a material impact on our consolidated financial statements. Reconciliation

Net Income (Loss) and Earnings Per Share


	Three Months Ended
	March 31,
	2026		2025
	( Amounts in thousands of U.S. dollars, except for per share and per ADS data)
Reconciliation of GAAP to adjusted cost of sales - products:
GAAP cost of sales - products	$	167,215	$	165,002
Less: Depreciation	4,326		2,613
Less: Amortization of intangibles	1,742		1,173

Adjusted cost of sales - products	$	161,147	$	161,216

Reconciliation of GAAP to adjusted research and development:
GAAP research and development	$	541,224	$	481,887
Less: Share-based compensation expenses	53,856		41,767
Less: Depreciation	21,464		18,925
Adjusted research and development	$	465,904	$	421,195

Reconciliation of GAAP to adjusted selling, general and administrative:
GAAP selling, general and administrative	$	555,097	$	459,288
Less: Share-based compensation expenses	69,492		53,684
Less: Depreciation	13,595		10,076
Less: Amortization of intangibles	17		17
Adjusted selling, general and administrative	$	471,993	$	395,511

Reconciliation of GAAP to adjusted operating expenses
GAAP operating expenses	$	1,096,321	$	941,175
Less: Share-based compensation expenses	123,348		95,451
Less: Depreciation	35,059		29,001
Less: Amortization of intangibles	17		17
Adjusted operating expenses	$	937,897	$	816,706

Reconciliation of GAAP to adjusted income from operations:
GAAP income from operations	$	249,902	$	11,102
Plus: Share-based compensation expenses	123,348		95,451
Plus: Depreciation	39,385		31,614
Plus: Amortization of intangibles	1,759		1,190

Adjusted income from operations	$	414,394	$	139,357

Reconciliation of GAAP to adjusted net income:
GAAP net income	$	227,357	$	1,270
Plus: Share-based compensation expenses	123,348		95,451
Plus: Depreciation	39,385		31,614
Plus: Amortization of intangibles	1,759		1,190

Plus: Impairment of equity investments	—		12,376
Plus: Discrete tax items	3,535		5,473
Plus: Income tax effect of non-GAAP adjustments	(20,342)		(11,237)
Adjusted net income	$	375,042	$	136,137

GAAP net income improved for the third quarter of 2025, as compared to the prior-year period loss, primarily attributable to revenue growth and improved operating leverage.

For the third quarter of 2025, basic and diluted earnings per share was $0.09 and $0.08 per share and $1.13 and $1.09 per American Depositary Share (“ADS”), respectively, compared to basic loss of $0.09 per share and $1.15 per ADS in the prior-year period.

Comparison of the Nine Months Ended September 30, 2025 and 2024

Revenue

Total revenue increased to $3,844.9 million, or 43.3%, for the nine months ended September 30, 2025, from $2,682.4 million for the nine months ended September 30, 2024, primarily due to increased sales of our internally developed products, BRUKINSA and TEVIMBRA, as well as increased sales of in-licensed products, most notably from the Amgen products.

Net product revenues consisted of the following:

	Nine Months Ended
	September 30,		Changes
	2025	2024	$		%
	(dollars in thousands)
BRUKINSA®	2,782,195	1,816,192	$	966,003	53.2	%
TEVIMBRA®	555,311	467,038	88,273		18.9	%
XGEVA®	235,984	161,880	74,104		45.8	%
BLINCYTO®	79,969	53,712	26,257		48.9	%
KYPROLIS®	57,513	48,019	9,494		19.8	%
POBEVCY®	35,486	40,398	(4,912)		(12.2)	%
Other	59,161	74,272	(15,111)		(20.3)	%
Total product revenue	3,805,619	2,661,511	1,144,108		43.0	%

Net product revenue increased 43.0% to $3,805.6 million for the nine months ended September 30, 2025, compared to $2,661.5 million in the prior-year period, primarily due to increased sales of BRUKINSA globally, driven by continued growth in the U.S. and Europe. In addition, product revenues in the nine months ended September 30, 2025 were positively impacted by sales of TEVIMBRA and in-licensed products from Amgen, primarily XGEVA®.

Global sales of BRUKINSA totaled $2,782.2 million in the nine months ended September 30, 2025, representing a 53.2% increase compared to the prior-year period. U.S. sales of BRUKINSA totaled $1,985.6 million in the nine months ended September 30, 2025, compared to $1,334.6 million in the prior-year period, representing growth of 48.8%, driven primarily by robust demand growth across all indications and modest benefit due to net pricing. BRUKINSA continues to maintain its leading new patient share across the BTKi class due to its differentiated, best-in-class clinical profile. BRUKINSA sales in Europe totaled $429.6 million in the nine months ended September 30, 2025, representing growth of 75.0% driven by increased market share across all major European markets, including Germany, Italy, Spain, France and the UK. BRUKINSA revenue in China totaled $256.7 million, representing growth of 35.9%. BRUKINSA rest of world revenue totaled $110.3 million in the nine months ended September 30, 2025, representing growth of 133.3% compared to the prior-year period.

Revenue for TEVIMBRA totaled $555.3 million in the nine months ended September 30, 2025, compared to $467.0 million in the prior-year period, representing a 18.9% increase.

Revenue for Amgen products in China totaled $373.5 million in the nine months ended September 30, 2025, compared to $263.6 million in the prior-year period, driven primarily by increased XGEVA® sales volume.

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Other revenue totaled $39.2 million and $20.9 million for the nine months ended September 30, 2025 and 2024, respectively, primarily related to revenue generated under the Novartis broad markets marketing and promotion agreement and royalty revenue under the Amgen collaboration.


	Three Months Ended
	March 31,
	2026		2025
	( Amounts in thousands of U.S. dollars, except for per share and per ADS data)
Reconciliation of GAAP to adjusted EPS - basic
GAAP earnings per share - basic	$	0.16	$	0.00
Plus: Share-based compensation expenses	0.09		0.07
Plus: Depreciation	0.03		0.02
Plus: Amortization of intangibles	0.00		0.00

Plus: Impairment of equity investments	0.00		0.01
Plus: Discrete tax items	0.00		0.00
Plus: Income tax effect of non-GAAP adjustments1	(0.01)		(0.01)
Adjusted earnings per share - basic	$	0.26	$	0.10

Reconciliation of GAAP to adjusted EPS - diluted
GAAP earnings per share - diluted	$	0.15	$	0.00
Plus: Share-based compensation expenses	0.08		0.07
Plus: Depreciation	0.03		0.02
Plus: Amortization of intangibles	0.00		0.00

Plus: Impairment of equity investments	0.00		0.01
Plus: Discrete tax items	0.00		0.00
Plus: Income tax effect of non-GAAP adjustments1	(0.01)		(0.01)
Adjusted earnings per share - diluted	$	0.25	$	0.09

Reconciliation of GAAP to adjusted earnings per ADS - basic
GAAP earnings per ADS - basic	$	2.05	$	0.01
Plus: Share-based compensation expenses	1.11		0.89
Plus: Depreciation	0.35		0.30
Plus: Amortization of intangibles	0.02		0.01

Plus: Impairment of equity investments	0.00		0.12
Plus: Discrete tax items	0.03		0.05
Plus: Income tax effect of non-GAAP adjustments1	(0.18)		(0.11)
Adjusted earnings per ADS - basic	$	3.38	$	1.27

Reconciliation of GAAP to adjusted earnings per ADS - diluted
GAAP earnings per ADS - diluted	$	1.96	$	0.01
Plus: Share-based compensation expenses	1.07		0.86
Plus: Depreciation	0.34		0.28
Plus: Amortization of intangibles	0.02		0.01

Plus: Impairment of equity investments	0.00		0.11
Plus: Discrete tax items	0.03		0.05
Plus: Income tax effect of non-GAAP adjustments1	(0.18)		(0.10)
Adjusted earnings per ADS - diluted	$	3.24	$	1.22

~~Gross~~1 ~~Margin~~Tax effect of non-GAAP adjustments is based on the statutory tax rate in the relevant tax jurisdiction. Please note that the Company currently records a valuation allowance on its net deferred tax assets, so there is no net impact recorded for deferred tax effects.

Gross margin on product sales increased to $3,279.5 million for the nine months ended September 30, 2025, compared to $2,228.0 million in the prior-year period, primarily due to increased product revenue in the current year period. Gross margin as a percentage of product sales increased to 86.2% for the nine months ended September 30, 2025, from 83.7% in the comparable period of the prior year. The gross margin percentage increased due to a proportionally higher sales mix of global BRUKINSA compared to other products in our portfolio. Gross margin also benefited from production productivity improvements for both BRUKINSA and TEVIMBRA. These increases were offset by period costs of $33.9 million related to the re-positioning of our manufacturing capacity. On an adjusted basis, which does not include depreciation and amortization, gross margin as a percentage of product sales increased to 86.7%, from 84.8% in the comparable period of the prior year.

Research and Development Expense

Research and development expense increased by $119.2 million, or 8.4%, to $1,530.4 million for the nine months ended September 30, 2025 from $1,411.3 million for the nine months ended September 30, 2024. The following table summarizes external clinical, external non-clinical and internal research and development expense for the nine months ended September 30, 2025 and 2024, respectively:

	Nine Months Ended
	September 30,				Changes
	2025		2024		$		%
	(dollars in thousands)
External research and development expense:
Cost of development programs	$	526,239	$	396,659	$	129,580	32.7	%
Upfront license and development milestone fees	691		51,528		(50,837)		(98.7)	%
Amgen co-development expense1	77,196		52,981		24,215		45.7	%
Total external research and development expenses	604,126		501,168		102,958		20.5	%
Internal research and development expenses	926,319		910,115		16,204		1.8	%
Total research and development expenses	$	1,530,445	$	1,411,283	$	119,162	8.4	%
Adjusted research and development expenses2	$	1,311,156	$	1,193,494	$	117,662	9.9	%

1. Our co-funding obligation for the development of the pipeline assets under the Amgen collaboration for the nine months ended September 30, 2025 totaled $152.0 million, of which $77.2 million was recorded as R&D expense. The remaining $74.8 million was recorded as a reduction of the R&D cost share liability.

The increase in external research and development expenses in the nine months ended September 30, 2025 was primarily attributable to an increase in external costs of development programs primarily due to advancing preclinical programs into the clinic and early clinical programs into late stage, including sonrotoclax (BCL2i), offset by lower development upfront and milestone fees.

Internal research and development expense increased $16.2 million, or 1.8%, to $926.3 million and was primarily attributable to the expansion of our global development organization and our clinical and preclinical drug candidates, as well as our continued efforts to internalize research and clinical trial activities and control spend. Included within internal research and development expenses for the nine months ended September 30, 2024 is $24.9 million of accelerated depreciation expense related to the move of clinical production to larger, more efficient production lines.

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Selling, General and Administrative Expense


	Three Months Ended
	March 31,
	2026		2025

Free Cash Flow (Non-GAAP):
Net cash provided by operating activities (GAAP)	$	201,336	$	44,082
Less: Purchases of property, plant and equipment	(40,789)		(56,407)
Free Cash Flow (Non-GAAP)	$	160,547	$	(12,325)

	Nine Months Ended
	September 30,				Changes
	2025		2024		$		%
	(dollars in thousands)
Selling, general and administrative expenses	$	1,526,199	$	1,326,379	$	199,820	15.1	%
Adjusted selling, general and administrative expenses1	$	1,271,650	$	1,116,805	$	154,845	13.9	%

Liquidity and Capital Resources

1.The ~~Adjusted~~following ~~selling,~~table ~~general~~represents ~~and~~our ~~administrative~~cash ~~expense is intended to provide investors~~ and ~~others~~debt ~~with~~balances ~~information~~as ~~about our performance without the effect~~ of ~~items~~March ~~that~~31, by2026 ~~their nature, tend to obscure core operating results due to potential variability across periods based on the timing, frequency~~ and ~~magnitude~~December ~~of such items. Refer to Non-GAAP Financial Measures and Non-GAAP Reconciliation in this MD&A for more information about~~31, ~~and a detailed reconciliation of, these items.~~2025:

Selling, general and administrative expense increased by $199.8 million, or 15.1%, to $1,526.2 million, for the nine months ended September 30, 2025, from $1,326.4 million for the nine months ended September 30, 2024. The increase was primarily attributable to continued investment in global commercial expansion primarily in the U.S. and Europe. Selling, general and administrative expenses as a percentage of product sales were 40.1% for the nine months ended September 30, 2025 compared to 49.8% in the prior-year period. We expect continued investment in selling and marketing activities as our product sales increase.


	As of
	March 31,		December 31,
	2026		2025

	(in thousands)
Cash, cash equivalents and restricted cash	$	4,853,425	$	4,609,647
Total debt	$	1,078,655	$	1,019,206

~~Interest Income,~~We ~~Net~~have generated positive cash flow from operations since the third quarter of 2024.

~~Interest~~Based ~~income~~on our current operating plan, ~~net~~we ~~decreased~~expect bythat ~~$27.7~~our ~~million,~~operating orcash ~~69.1%~~flows and existing cash and cash equivalents as of March 31, 2026 will enable us to ~~$12.4~~fund ~~million~~our operating expenses and planned long-term investments for at least the ~~nine~~ next 12 months ~~ended~~after ~~September~~the ~~30,~~date that the financial statements included in this report are issued. In 2025, we generated proceeds from long-term debt of $40855.0 million ~~for~~which ~~the~~was ~~nine months~~used ~~ended~~to ~~September~~pay ~~30,~~off ~~2024.~~all ~~The~~existing ~~decrease~~short-term inworking ~~interest~~capital ~~income~~loans, ~~was~~and ~~primarily~~is ~~attributable~~associated towith ~~lower~~certain ~~market~~restrictive ~~interest~~covenants ~~rates~~as ~~earned~~laid on our ~~cash~~further ~~and~~below ~~cash~~with ~~equivalents.~~respect ~~Interest~~to ~~expense~~certain ~~increased~~coverage ~~resulting~~ratios ~~from~~and ~~interest~~maximum ~~expense~~investment ~~recorded~~amounts. ~~under~~We ~~the~~believe ~~effective~~we ~~interest~~will ~~method~~have ~~related~~sufficient tocash ~~the~~and ~~sale~~cash ofequivalents ~~future~~and ~~royalty~~other ~~liability,~~sources ~~higher~~of ~~interest~~capital ~~rates~~to onbe ~~debt~~able ~~balances~~to repay and/or ~~lower~~refinance ~~interest~~those ~~capitalized~~debt ~~related~~obligations toon ~~completion~~a ofconsolidated ~~certain~~basis ~~phases~~as ofthey ~~our~~become ~~Hopewell~~due ~~facility~~principally in 2027 and 2028.

~~Other~~Facilities ~~(Expense) Income, Net~~Agreement

~~Other~~In ~~expense~~November 2025, ~~net was~~we $6entered into a Facilities Agreement (the “Facilities Agreement”) with a syndicate of banks.9 ~~million~~The Facilities Agreement provides for a $140 million U.S. dollar-denominated, 2-year B1 revolving credit facility (the ~~nine months~~“B1 ~~ended~~Revolving ~~September~~Loan 30Facility”), ~~2025~~a $560 million U.S. dollar-denominated, ~~primarily~~2-year ~~due~~, toB2 toterm ~~impairment~~loan ~~losses~~facility ~~recognized~~(the on“B2 ~~our~~Term ~~equity~~Loan ~~investments~~Facility” ~~partially~~and, ~~offset~~together bywith ~~government~~the ~~subsidy~~B1 ~~income~~Revolving Loan Facility, the “B Loan Facilities”), and ~~foreign~~a ~~exchange~~RMB ~~gains~~$2.15 ~~For~~billion ~~the~~Renminbi-denominated, ~~nine months~~or ~~ended~~approximately ~~September~~$300 30million, ~~2024~~3-year, ~~other~~A ~~income~~term loan facility (the “A Loan Facility”) (collectively, ~~net~~the ~~was~~“Loan $1Facilities”). Subsequently, we consummated the refinancing of our short-term (1 year tenor) working capital loans of approximately $768 million, ~~primarily~~in ~~due~~aggregate tothrough ~~foreign~~the ~~exchanges~~proceeds ~~gains~~from the B2 Term Loan Facility and A Loan Facility. We paid $23 million in debt issuance costs for the Facilities Agreement from available cash and cash equivalents.

~~Income~~The ~~Tax~~refinancing ~~Expense~~extended the maturity of our working capital loans. The A Loan Facility requires repayment of 4% of the aggregate amount outstanding every six months beginning on November 24, 2026, with all remaining principal outstanding due on November 24, 2028. The B2 Term Loan Facility requires repayment of 10% of the aggregate amount outstanding every three months beginning on June 15, 2027, with all remaining principal outstanding due on December 15, 2027, unless the final repayment date is extended.

~~Income~~As ~~tax~~of ~~expense~~March ~~increased~~31, to2026, we had $~~47.2~~312 million ~~for~~A ~~the~~Loan ~~nine months~~Facility ~~ended~~and ~~September 30, 2025, from~~ $~~45.3~~560 million ~~for~~B2 ~~the~~Term ~~nine~~Loan ~~months~~Facility ~~ended~~outstanding ~~September~~under ~~30,~~our ~~2024~~Facilities Agreement. The ~~income~~A ~~tax~~Loan ~~expense~~Facility ~~for~~is ~~the~~subject ~~nine months ended September 30, 2025 was primarily attributable~~ to ~~current~~an ~~Switzerland~~interest ~~tax~~rate ~~expense~~equal ~~based on year~~ to ~~date~~the ~~earnings,~~Reference ~~current~~Rate ~~China~~(RMB) ~~tax~~(as ~~expense~~defined ~~due~~in tothe ~~certain~~Facilities ~~non-deductible~~Agreement) ~~expenses,~~plus ~~offset~~a bymargin ~~net discrete adjustments~~ of ~~approximately $9~~0.765% ~~million,~~per ~~primarily~~annum. ~~related~~The toB ~~updated~~Loan ~~provision~~Facilities ~~estimates~~are ~~for~~subject ~~R&D~~to ~~tax~~an ~~credits.~~interest ~~The~~rate ~~income~~equal ~~tax~~to ~~expense~~the ~~for~~Reference ~~the~~Rate ~~nine~~(USD) ~~months~~(as ~~ended~~defined ~~September~~in ~~30,~~the ~~2024~~Facilities ~~was~~Agreement) ~~primarily~~plus ~~attributable~~a tomargin ~~current~~of U2.S.40% ~~tax~~per ~~expense~~annum. ~~determined~~In ~~after~~addition ~~other~~to ~~special~~paying ~~tax~~interest ~~deductions~~on ~~and~~the ~~research~~outstanding ~~and development tax credits~~principal, ~~current~~we ~~Switzerland~~are ~~tax~~also ~~expense~~required ~~based~~to onpay ~~year~~a tocommitment ~~date~~fee ~~earnings,~~of ~~and~~0.85% ~~current~~on ~~China~~the ~~tax~~undrawn ~~expense~~and ~~due~~uncancelled toamounts ~~certain~~under ~~non-deductible~~the ~~expenses~~Loan Facilities.

On July 4, 2025, the reconciliation bill (H.R. 1), commonly referred to as the One Big Beautiful Bill Act (“OBBBA”), was signed into law and includes a broad range of tax reform provisions that may affect our financial results. The OBBBA allows an elective deduction for domestic research and development expenses, a reinstatement of elective 100% first-year bonus depreciation, and a more favorable tax rate on foreign-derived deduction eligible income. While we have estimated the impact of certain elective provisions of the OBBBA, we do not expect the legislation to have a material impact on our consolidated financial statements.

Net Income (Loss) and Earnings Per Share

GAAP net income improved for the nine months ended September 30, 2025, as compared to the prior-year period loss, primarily attributable to revenue growth and improved operating leverage.

For the nine months ended September 30, 2025, basic and diluted earnings per share was $0.16 and $0.15 per share and $2.03 and $1.96 per ADS, respectively, compared to basic loss of $0.36 per share and $4.71 per ADS in the prior-year period.

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~~Non-GAAP~~The ~~Reconciliation~~Facilities Agreement contains certain affirmative and negative covenants customary for financings of this type. In addition, the Facilities Agreement contains financial covenants applicable to the Loan Facilities, including covenants requiring the maintenance of: (i) a minimum cash interest coverage ratio of not less than 5.00 to 1.00; (ii) a net leverage ratio of not greater than 2.50 to 1.00; (iii) a minimum total consolidated shareholders’ equity of the Group of not less than $2.7 billion; (iv) a minimum cash balance held outside the PRC by the Company and the Guarantors of $500.0 million; (v) a maximum financial indebtedness of the Company and its subsidiaries not to exceed $2.0 billion; and (vi) a maximum financial indebtedness of the Company’s subsidiaries that are incorporated or registered in the PRC not to exceed $500.0 million. We were compliant with the required covenants as of March 31, 2026.

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2025		2024		2025		2024
	( in thousands)
Reconciliation of GAAP to adjusted cost of sales - products:
GAAP cost of sales - products	$	196,510	$	170,462	$	526,118	$	433,529
Less: Depreciation	4,261		19,589		10,195		24,618
Less: Amortization of intangibles	1,537		1,186		8,459		3,546
Less: Other	—		—		893		—
Adjusted cost of sales - products	$	190,712	$	149,687	$	506,571	$	405,365
Reconciliation of GAAP to adjusted research and development:
GAAP research and development	$	523,662	$	496,179	$	1,530,445	$	1,411,283
Less: Share-based compensation expenses	58,839		47,670		164,998		141,121
Less: Depreciation	18,919		42,964		54,291		76,668
Adjusted research and development	$	445,904	$	405,545	$	1,311,156	$	1,193,494
Reconciliation of GAAP to adjusted selling, general and administrative:
GAAP selling, general and administrative	$	528,998	$	455,223	$	1,526,199	$	1,326,379
Less: Share-based compensation expenses	81,947		66,933		221,792		192,890
Less: Depreciation	12,550		7,475		32,712		16,606
Less: Amortization of intangibles	17		78		45		78
Adjusted selling, general and administrative	$	434,484	$	380,737	$	1,271,650	$	1,116,805
Reconciliation of GAAP to adjusted operating expenses
GAAP operating expenses	$	1,052,660	$	951,402	$	3,056,644	$	2,737,662
Less: Share-based compensation expenses	140,786		114,603		386,790		334,011
Less: Depreciation	31,469		50,439		87,003		93,274
Less: Amortization of intangibles	17		78		45		78
Adjusted operating expenses	$	880,388	$	786,282	$	2,582,806	$	2,310,299
Reconciliation of GAAP to adjusted income (loss) from operations:
GAAP income (loss) from operations	$	163,114	$	(120,265)	$	262,101	$	(488,774)
Plus: Share-based compensation expenses	140,786		114,603		386,790		334,011
Plus: Depreciation	35,730		70,028		97,198		117,892
Plus: Amortization of intangibles	1,554		1,264		8,504		3,624
Plus: Other	—		—		893		—
Adjusted income (loss) from operations	$	341,184	$	65,630	$	755,486	$	(33,247)
Reconciliation of GAAP to adjusted net income (loss):
GAAP net income (loss)	$	124,841	$	(121,350)	$	220,431	$	(492,905)
Plus: Share-based compensation expenses	140,786		114,603		386,790		334,011
Plus: Depreciation	35,730		70,028		97,198		117,892
Plus: Amortization of intangibles	1,554		1,264		8,504		3,624
Plus: Other	—		—		893		—
Plus: Impairment of equity investments	18,722		—		34,216		—
Plus: Discrete tax items	(926)		962		(9,663)		3,365
Plus: Income tax effect of non-GAAP adjustments	(17,044)		(13,925)		(45,747)		(37,007)
Adjusted net income (loss)	$	303,663	$	51,582	$	692,622	$	(71,020)

Sale of Future Royalties

36The proceeds from sale of future royalties of $911 million in 2025 increased our cash and cash equivalents through financing cash inflows. However, the repayment of this obligation to Royalty Pharma will be made upon the receipt of royalties from Amgen throughout the royalty period; therefore, it has not been included in the total debt balance above, as there is no claim on unrestricted cash. Our classification of the liability between current and non-current is based on our expectations of royalty revenue from Amgen over the next 12 months, which will be paid to Royalty Pharma in accordance with the terms of the Royalty Agreement. Cash inflows from Amgen are classified as operating cash inflows, while the corresponding payments to Royalty Pharma are allocated between interest cash outflows within operating cash flows and a portion to reduce the liability, classified as a financing cash outflow. Pursuant to the Royalty Agreement, in the three months ended March 31, 2026, we paid to Royalty Pharma an aggregate of $17 million, of which $14 million was allocated as interest expense and recognized within operating cash flows, and $3 million was recorded as reduction to the liability and recognized within financing activities. An additional $18 million of interest expense was accrued as of March 31, 2026. Any cash received from Amgen but not yet remitted to Royalty Pharma as of the balance sheet date will be reflected as restricted cash in the Consolidated Balance Sheet. There was no such restricted cash as of March 31, 2026.

~~Table~~The offollowing ~~Contents~~table provides information regarding our cash and cash equivalents, cash flows and unused borrowing capacity available for the three months ended March 31, 2026 and 2025:

Reconciliation of GAAP to adjusted EPS - basic
			Three Months EndedMarch 31,
GAAP earnings (loss) per share - basic	$	0.09			$	(0.09)			$	0.16	$	(0.36)
			2026				2025
Plus: Share-based compensation expenses	0.10				0.08				0.27		0.25
			(dollars in thousands)
Plus: Depreciation	0.02				0.05				0.07		0.09
Cash, cash equivalents and restricted cash at beginning of period			$	4,609,647			$	2,638,747
Plus: Amortization of intangibles	0.00				0.00				0.01		0.00
Net cash provided by operating activities			201,336				44,082
Plus: Other	0.00				0.00				0.00		0.00
Net cash used in investing activities			(45,510)				(121,941)
Plus: Impairment of equity investments	0.01				0.00				0.02		0.00
Net cash provided by (used in) financing activities			68,632				(33,777)
Plus: Discrete tax items	(0.00)				0.00				(0.01)		0.00
Net effect of foreign exchange rate changes			19,320				3,480
Plus: Income tax effect of non-GAAP adjustments	(0.01)				(0.01)				(0.03)		(0.03)
Net increase (decrease) in cash, cash equivalents, and restricted cash			243,778				(108,156)
Adjusted earnings (loss) per share - basic	$	0.21			$	0.04			$	0.49	$	(0.05)
Cash, cash equivalents and restricted cash at end of period			$	4,853,425			$	2,530,591
Reconciliation of GAAP to adjusted EPS - diluted
Unused borrowing capacity available, at end of period			$	219,734			$	—
GAAP earnings (loss) per share - diluted	$	0.08			$	(0.09)			$	0.15	$	(0.36)
Plus: Share-based compensation expenses	0.09				0.08				0.26		0.25
Plus: Depreciation	0.02				0.05				0.07		0.09
Plus: Amortization of intangibles	0.00				0.00				0.01		0.00
Plus: Other	0.00				0.00				0.00

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