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Emergent BioSolutions Inc. (EBS)

CIK: 0001367644. SIC: 2834 Pharmaceutical Preparations. Latest 10-K as of: 2026-02-27.

SIC breadcrumb: Manufacturing > Chemicals And Allied Products > SIC 2834 Pharmaceutical Preparations

SEC company page: https://www.sec.gov/edgar/browse/?CIK=1367644. Latest filing source: 0001367644-26-000015.

Selected Fundamentals

MetricValueUnitFYFiled
Revenue742,900,000USD20252026-02-27
Net income52,600,000USD20252026-02-27
Assets1,318,600,000USD20252026-02-27

Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-27. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001367644.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts.

Flow metrics use full-year FY periods from 10-K/10-K/A filings; balance-sheet metrics use FY-end instants. Free cash flow = operating cash flow - capital expenditures. Missing metrics are omitted rather than fabricated.

Metric2013201420152016201720182019202020212022202320242025
Revenue312,745,000450,138,000522,789,0001,106,000,0001,577,300,0001,773,600,0001,117,500,0001,049,300,0001,043,600,000742,900,000
Net income51,800,00082,600,00062,700,00054,500,000305,800,000219,500,000-211,600,000-760,500,000-190,600,00052,600,000
Operating income105,500,000124,300,00089,800,000114,100,000438,500,000341,400,000-170,000,000-726,400,000-108,700,000100,100,000
Diluted EPS1.131.711.221.045.684.06-4.22-14.85-3.600.93
Operating cash flow54,600,000208,100,00041,800,000188,000,000536,900,000320,200,000-34,100,000-206,300,00058,700,000170,600,000
Capital expenditures76,200,00054,800,00072,100,00086,900,000141,900,000224,100,000115,800,00051,600,00022,900,00013,800,000
Share buybacks0.0033,100,000100,0000.000.00106,000,00082,100,0000.000.0024,900,000
Assets970,111,0001,070,200,0002,229,400,0002,327,300,0002,883,200,0002,957,700,0003,166,300,0001,823,200,0001,389,700,0001,318,600,000
Liabilities373,906,000157,900,0001,218,500,0001,238,800,0001,436,200,0001,346,200,0001,778,600,0001,173,900,000906,900,000796,000,000
Stockholders' equity596,200,000912,300,0001,010,900,0001,091,300,0001,450,900,0001,611,500,0001,387,700,000649,300,000482,800,000522,600,000
Cash and cash equivalents271,500,000178,300,000112,200,000167,800,000621,300,000576,100,000642,600,000111,700,00099,500,000205,400,000
Free cash flow-21,600,000153,300,000-30,300,000101,100,000395,000,00096,100,000-149,900,000-257,900,00035,800,000156,800,000

Ratios

ROE and ROA use period-end equity/assets. Liabilities / equity uses total liabilities divided by stockholders' equity. Current ratio uses current assets divided by current liabilities when both are reported.

Metric2013201420152016201720182019202020212022202320242025
Net margin4.93%19.39%12.38%-18.94%-72.48%-18.26%7.08%
Operating margin10.32%27.80%19.25%-15.21%-69.23%-10.42%13.47%
Return on equity8.69%9.05%6.20%4.99%21.08%13.62%-15.25%-117.13%-39.48%10.07%
Return on assets5.34%7.72%2.81%2.34%10.61%7.42%-6.68%-41.71%-13.72%3.99%
Liabilities / equity0.630.171.211.140.990.841.281.811.881.52
Current ratio4.824.853.103.173.113.400.981.043.695.01

Financial Charts

Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-01. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001367644.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

QuarterEnd DateRevenueNet IncomeDiluted EPSMethod
2019-Q42019-12-31360,300,000derived Q4 = FY annual - nine-month YTD
2020-Q12020-03-31192,500,000reported discrete quarter
2020-Q22020-06-30394,700,000reported discrete quarter
2020-Q32020-09-30385,200,000reported discrete quarter
2020-Q42020-12-31583,000,000derived Q4 = FY annual - nine-month YTD
2021-Q12021-03-31343,000,000reported discrete quarter
2021-Q22021-06-30397,500,000reported discrete quarter
2022-Q22022-06-30-1.13reported discrete quarter
2022-Q32022-09-30-1.52reported discrete quarter
2023-Q12023-03-31-3.65reported discrete quarter
2023-Q22023-03-31-183,000,000reported discrete quarter
2023-Q22023-06-30-5.15reported discrete quarter
2023-Q32023-06-30-261,400,000-5.16reported discrete quarter
2023-Q42023-12-31-49,500,000derived Q4 = FY annual - nine-month YTD
2024-Q12024-03-319,000,0000.17reported discrete quarter
2024-Q22024-03-319,000,000reported discrete quarter
2024-Q22024-06-30-5.38reported discrete quarter
2024-Q32024-06-30-283,100,000reported discrete quarter
2024-Q32024-09-302.06reported discrete quarter
2024-Q42024-12-31-31,300,000derived Q4 = FY annual - nine-month YTD
2025-Q12025-03-31222,200,00068,000,0001.19reported discrete quarter
2025-Q22025-03-3168,000,000reported discrete quarter
2025-Q22025-06-30140,900,000-0.22reported discrete quarter
2025-Q32025-06-30-12,000,000reported discrete quarter
2025-Q32025-09-30231,100,0000.91reported discrete quarter
2025-Q42025-12-31148,700,000-54,600,000derived Q4 = FY annual - nine-month YTD
2026-Q12026-03-31156,100,0006,800,0000.07reported discrete quarter

Quarterly Charts

Macro Cross-References

Latest quarter (10-Q)

Latest 10-Q source: 0001367644-26-000065.

Extracted structurally from real Item 2 body heading to real Item 3/4 boundary. Confidence: high. Filing date: 2026-05-01. Report date: 2026-03-31.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and accompanying notes and other financial information included elsewhere in this Quarterly Report on Form 10-Q and our audited consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Form 10-K”). For a similar discussion and analysis of our results for the quarter ended March 31, 2025 compared to our results for the quarter ended March 31, 2024, refer to Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Quarterly Report for the quarter ended March 31, 2025, filed with the United States (“U.S.”) Securities and Exchange Commission (“SEC”) on May 8, 2025. Some of the information contained in this discussion and analysis or set forth elsewhere in this Quarterly Report on Form 10-Q includes information with respect to our plans and strategy for our business and financing, as well as forward-looking statements that involve risks and uncertainties. You should carefully review the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in this Quarterly Report on Form 10-Q for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

BUSINESS OVERVIEW

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

We have a portfolio of 11 products, 10 of which are owned by the Company, that contribute a substantial portion of our revenue and are sold to government and commercial customers. Additionally, we have a development pipeline consisting of a diversified mix of both pre-clinical and clinical stage product candidates. Finally, we have a fully integrated portfolio of CDMO services which cover development services, drug substance manufacturing and drug product manufacturing and packaging.

The Company structures the business with a focus on markets and customers. As such, the key components of the business structure include the following four product and service categories: Anthrax - Medical Countermeasures (“MCM”) products, Naloxone commercial products, Smallpox - MCM products and Emergent Bioservices (CDMO) (“Bioservices”).

The Company manages the business with a focus on three operating segments: (1) a Commercial Products segment consisting of NARCAN® Nasal Spray 4 mg and KLOXXADO® Nasal Spray 8 mg, (2) a MCM Products segment consisting of Anthrax - MCM, Smallpox - MCM and Other Products and (3) a Services segment consisting of our Bioservices offerings. Commercial Products and MCM Products are our two reportable segments (see Note 15, “Segment information” in the Notes to Condensed Consolidated Financial Statements in Part I, Item 1, of this Form 10-Q for more information on our reportable segments).

Commercial Products Segment:

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

Naloxone Products

•NARCAN® (naloxone HCl) Nasal Spray 4 mg is an intranasal formulation of naloxone approved as an over-the-counter (“OTC”) medicine by the United States Food and Drug Administration (“FDA”) and Health Canada for the emergency treatment of known or suspected opioid overdose as manifested by respiratory and/or central nervous system depression; and

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

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MCM Products Segment:

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

Anthrax - MCM Products

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

•BioThrax® (Anthrax Vaccine Adsorbed), the only vaccine licensed by the for the general use prophylaxis and post-exposure prophylaxis of anthrax disease;

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

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

Smallpox - MCM Products

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

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

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

Other Products

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

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

Services Segment:

As of the first quarter of 2025, the Company’s Services operating segment no longer met the quantitative threshold of a reportable segment and did not meet the aggregation criteria set forth in Accounting Standards Codification (“ASC”) 280, Segment Reporting, and as such is categorized within “All other revenues” along with “Contracts and Grants”. See Note 15, “Segment information” in the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Form 10-Q for more information about the Company’s reportable segments.

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Other Strategic Activities

Share Repurchase Program

In March 2025, the Company announced that its Board of Directors had authorized the repurchase of up to $50.0 million of the Company’s common stock (the “2025 Share Repurchase Program”) on or before March 27, 2026. In February 2026, the Company reauthorized the 2025 Share Repurchase Program for the repurchase of up to $50.0 million of the Company's common stock (the “Reauthorized Share Repurchase Program”) through March 31, 2027. During the three months ended March 31, 2026, the Company utilized $9.1 million to repurchase 0.9 million shares at an average price of $10.21 per share, excluding commissions and excise taxes. As of March 31, 2026, the Company had $46.5 million available to repurchase shares under the Reauthorized Share Repurchase Program.

Senior Unsecured Note Repurchases

In May 2025, the Board authorized the Company to use up to $30.0 million to repurchase Senior Unsecured Notes in open market purchases, privately negotiated transactions or otherwise. During the year ended December 31, 2025, there were $10.3 million in principal repurchases of the Company’s Senior Unsecured Notes for $8.7 million in cash, including fees, and the Company recognized a gain on extinguishment of approximately $1.6 million. The Company did not have any principal repurchases during the three months ended March 31, 2026 and 2025. As of March 31, 2026, the Company had $19.7 million available to repurchase additional Senior Unsecured Notes.

Term Loan Agreement and ABL Amendment

On April 16, 2026, subsequent to the three months ended March 31, 2026, the Company entered into a new term loan credit agreement (the “Term Loan Agreement”) by and among the Company, the lenders from time to time party thereto, and OrbiMed Royalty & Credit Opportunities V, LP, as administrative agent. The Term Loan Agreement provides for a term loan of $150.0 million that matures in April 2031, subject to certain earlier maturity provisions. The agreement also provides for up to $75.0 million of additional delayed draw availability, subject to the satisfaction of specified conditions. The Company used the net proceeds from the initial term loan, together with cash on hand, to repay and terminate its Term Loan Agreement with OHA Agency LLC, as administrative agent, and the lenders from time to time party thereto (the “Prior Term Loan Agreement”), including accrued interest and fees.

Also on April 16, 2026, the Company amended its existing Revolving Credit Agreement (the “ABL Amendment”). The ABL Amendment, among other things, reduced the total revolving loan commitment to $50.0 million and extended the maturity date to April 2031, subject to customary conditions.

FINANCIAL OPERATIONS OVERVIEW

Revenues

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

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

We have received contracts and grant funding from the USG and other non-governmental organizations to

[Excerpt truncated for page length; source filing is linked above.]

Latest 10-K MD&A

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2026-02-27. Report date: 2025-12-31.

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

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

BUSINESS OVERVIEW

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

We are currently focused on the following four PHT categories: chemical, biological, radiological, nuclear and explosives (“CBRNE”); emerging infectious diseases (“EID”); emerging health crises; and acute, emergency and community care. We have a product portfolio of 11 products, 10 of which are owned by the Company, that contribute a substantial portion of our revenue and are sold to government and commercial customers. Additionally, we have a development pipeline consisting of a diversified mix of both pre-clinical and clinical stage product candidates. Finally, we have a fully integrated portfolio of CDMO services which cover development services, drug substance manufacturing and drug product manufacturing and packaging.

The Company structures the business with a focus on markets and customers. As such, the key components of the business structure include the following four product and service categories: Anthrax - Medical Countermeasures (“MCM”) products, Naloxone Commercial products, Smallpox - MCM products and Emergent Bioservices (CDMO) services (“Bioservices”).

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

Commercial Product Segment:

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

Naloxone Products

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

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

MCM Products Segment:

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

Anthrax - MCM Products

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

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•BioThrax® (Anthrax Vaccine Adsorbed), the only vaccine licensed by the FDA for the general use prophylaxis and post-exposure prophylaxis of anthrax disease;

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

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

Smallpox - MCM Products

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

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

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

Other Products

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

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

Sale of RSDL®

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

Services Segment:

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

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Other Strategic Activities

May 2024 Organizational Restructuring Plan

In May 2024, the Company initiated an organizational restructuring plan (the “May 2024 Plan”). These strategic actions led to a reduction of the Company’s workforce by approximately 300 employees across all areas of the Company and the elimination of approximately 85 positions that were vacant, as well as the closure of the Company’s Baltimore-Bayview Drug Substance manufacturing facility and Rockville, Maryland Drug Product facility. Decisions regarding the elimination of positions and the closure of manufacturing facilities were subject to local law and consultation requirements in certain countries, as well as the Company’s business needs. The cumulative amount of restructuring charge related to the May 2024 Plan since inception is $18.5 million. All activities related to the May 2024 Plan were substantially completed during the third quarter of 2024. Restructuring costs (benefits) are recognized as an operating expense within the Consolidated Statement of Operations and are classified based on the Company's classification policy for each category of operating expense.

Development milestone payments for CHIKV VLP

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

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

In February 2025, Bavarian Nordic announced that the FDA approved CHIKV VLP under the Priority Review, which triggered a $30.0 million development milestone payment to the Company. In addition, in February 2025 Bavarian Nordic also announced that the European Commission approved CHIKV VLP, which triggered a $20.0 million development milestone payment to the Company.

August 2024 Organizational Restructuring Plan

In August 2024, the Company initiated an organizational restructuring plan (the “August 2024 Plan”) at the Company’s Lansing facility, which reduced the Company’s workforce by approximately 70 employees, as well as eliminated several open positions. The Company also implemented non-labor optimization efforts, such as reducing the Company’s external and vendor spend. The cumulative amount of restructuring charges related to the August 2024 Plan since inception is $2.5 million. All activities related to the August 2024 Plan were substantially completed during the fourth quarter of 2024. Restructuring costs (benefits) are recognized as an operating expense within the Consolidated Statement of Operations and are classified based on the Company's classification policy for each category of operating expense.

Exclusive commercial rights to KLOXXADO® distribution in U.S. and Canada

In January 2025, the Company announced an agreement with Hikma in which the Company obtained exclusive commercial rights for product sales and marketing in the U.S. and Canada to Hikma’s KLOXXADO® (naloxone HCl) Nasal Spray, an 8 mg naloxone agent.

Securities and shareholder litigation

In September 2024, the Company and the lead plaintiffs in stockholder litigation against the Company entered into an agreement in principle to settle the claims against the Company and each of the Company’s current and former officers and directors. In October 2024, the Court granted preliminary approval of the proposed settlement, ordered notice to the settlement class and the court granted final approval of the settlement in February 2025. Under the settlement, the claims against the Company and its officers and directors were dismissed with prejudice and released in exchange for a payment from the Company of $40.0 million, $30.0 million of which was paid from insurance proceeds, and was funded in the fourth quarter of 2024. The Company recorded the settlement and insurance recoverable amounts as pre-tax operating expense and income, respectively, within “Selling, general and administrative” expenses on the Consolidated Statement of Operations for the year ended December 31, 2024.

65

Sale of Baltimore-Bayview Facility

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

August 2025 Settlement

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

2025 Share Repurchase Program

In March 2025, the Company announced that its Board of Directors had authorized the repurchase of up to $50.0 million of the Company’s common stock (the “2025 Share Repurchase Program”) on or before March 27, 2026. During the year ended December 31, 2025, the Company utilized $25.1 million to repurchase 3.1 million shares at an average price of $8.15 per share, excluding commissions and excise taxes. As of December 31, 2025, the Company had $24.9 million available to repurchase shares under the 2025 Share Repurchase Program. In February 2026, the Company reauthorized the 2025 Share Repurchase Program for the repurchase of up to $50.0 million of the Company's common stock through March 31, 2027.

Senior Unsecured Note Repurchases

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

Term Loan Early Paydown

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

66

FINANCIAL OPERATIONS OVERVIEW

Revenues

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

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

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

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

Cost of Product Sales and Services

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

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

Research and Development (“R&D”) Expenses

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

▪personnel-related expenses;

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

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

▪costs of Bioservices for our clinical trial material; and

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

67

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

Selling, General and Administrative Expenses

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

Income taxes

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

Changes in tax laws, rulings, policies, or related legal and regulatory interpretations occur frequently and may have significant favorable or adverse impacts on our effective tax rate. In 2021, the Organization for Economic Cooperation and Development released model rules for a 15% global minimum tax applied to cross-border profits of certain large multinational corporations, known as Pillar Two. Pillar Two has now been enacted by approximately 60 countries, including Ireland. This minimum tax is treated as a period cost beginning in 2024 and its impact is included in the Company's financial results of operations for the current period. The Company is monitoring legislative developments, as well as additional guidance from countries that have enacted legislation.

In July 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted into law in the United States. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. These impacts did not have a material effect on our tax rate for the year ended December 31, 2025.

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

68

RESULTS OF OPERATIONS

Consolidated and Segment Operating Results:

Year Ended December 31,

(in millions, except %)

2025

2024

$ Change

% Change

Revenues:

Commercial Product sales, net:

Naloxone

$

226.1 

$

398.9 

$

(172.8)

(43)

%

Total Commercial Product sales, net

226.1 

398.9 

(172.8)

(43)

%

MCM Product sales, net:

Anthrax MCM

114.3 

138.5 

(24.2)

(17)

%

Smallpox MCM

266.1 

277.3 

(11.2)

(4)

%

Other Products

76.3 

94.0 

(17.7)

(19)

%

Total MCM Product sales, net

456.7 

509.8 

(53.1)

(10)

%

All other revenues (1)

60.1 

134.9 

(74.8)

(55)

%

Total revenues

$

742.9 

$

1,043.6 

$

(300.7)

(29)

%

Operating expenses:

Cost of product and services sales, net (2)

326.2 

681.3 

(355.1)

(52)

%

Research and development

53.2 

70.7 

(17.5)

(25)

%

Selling, general and administrative

186.1 

308.0 

(121.9)

(40)

%

Amortization of intangible assets

65.1 

65.1 

— 

— 

%

Impairment of long-lived assets

12.2 

27.2 

(15.0)

(55)

%

Total operating expenses

642.8 

1,152.3 

(509.5)

(44)

%

Income (loss) from operations

100.1 

(108.7)

208.8 

192 

%

Other income (expense):

Interest expense

(59.3)

(71.0)

(11.7)

(16)

%

Gain on sale of business

— 

24.3 

(24.3)

(100)

%

Gain (loss) on debt extinguishment

(12.2)

0.6 

(12.8)

NM

Other, net

54.2 

11.9 

42.3 

NM

Total other expense, net

(17.3)

(34.2)

(16.9)

(49)

%

Income (loss) before income taxes

82.8 

(142.9)

225.7 

158 

%

Income tax provision

30.2 

47.7 

(17.5)

(37)

%

Net income (loss)

$

52.6 

$

(190.6)

$

243.2 

128 

%

(1) "All other revenues" includes Services and Contracts and grants revenue

(2) Exclusive of intangible assets amortization

NM - Not meaningful

69

Year Ended December 31, 2025 Compared with Year Ended December 31, 2024

Revenues and gross margin

Year Ended December 31,

(dollars in millions)

2025

2024

% Change

Total revenues

$

742.9 

$

1,043.6 

(29)

%

Contracts and grants

37.7 

30.0 

26 

%

Product and services sales, net

$

705.2 

$

1,013.6 

(30)

%

Cost of product and services sales, net

$

326.2 

$

681.3 

(52)

%

Intangible asset amortization

65.1 

65.1 

— 

%

Gross margin (1)

$

313.9 

$

267.2 

17 

%

Gross margin % (1)

45 

%

26 

%

(1) Gross margin is calculated as product and services sales, net less cost of product and services sales, net and intangible asset amortization. Gross margin percentage is calculated as gross margin divided by product and services sales, net.

Total revenues decreased $300.7 million, or 29%, to $742.9 million in 2025. The decrease was due to lower Commercial Products revenue of $172.8 million, Services revenue of $82.5 million, and MCM Products revenue of $53.1 million, partially offset by an increase in Contracts and grants revenue of $7.7 million.

Intangible asset amortization remained unchanged at $65.1 million for the years ended December 31, 2025 and 2024.

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

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

Unallocated corporate operating expenses

R&D Expenses

R&D expenses decreased $17.5 million, or 25%, to $53.2 million in 2025. The decrease was primarily due to write-offs related to program terminations in the second quarter of 2024, coupled with decreases in overhead and severance related costs in the current year. This decrease was partially offset by an increase in costs associated with the Ebanga™ program.

SG&A Expenses

SG&A expenses decreased $121.9 million, or 40%, to $186.1 million in 2025. The decrease was primarily due to a reduction in compensation and other employee related costs as a result of the restructuring initiatives during 2023 and 2024, as well as a decrease in professional services and legal fees related to general corporate initiatives in the prior year. The decline in SG&A was also due to the absence of a one-time expense of $10.0 million recognized in the prior year period and the receipt of a one-time reimbursement of $10.5 million in the current year period related to settlements of our securities and shareholder litigation matters as well as decreases in marketing spend. SG&A expenses as a percentage of total revenue decreased 4 percentage points to 25% for the year ended December 31, 2025.

Impairment of Long-lived Assets

Impairment of long-lived assets decreased $15.0 million, or 55%, to $12.2 million in 2025. The decrease was due to the one time $27.2 million non-cash impairment charge in the second quarter of 2024 related to our Bayview and Rockville asset groups within the Bioservices reporting unit, partially offset by a $12.2 million impairment charge associated with the Maryland warehouse disposal group write-down during 2025.

70

Interest expense

Interest expense decreased $11.7 million, or 16%, to $59.3 million in 2025. The decrease was primarily due to lower interest costs related to our prior syndicated borrowings, partially offset by higher interest expense related to our Term Loan Agreement, and an increase in amortization of debt service costs.

Gain on sale of business

Gain on sale of business decreased $24.3 million, or 100%, due to no sale of business occurring during the year ended December 31, 2025. The gain on sale of business in the prior year was related to the sale of RSDL® to SERB, partially offset by a loss on the sale of the Company’s drug product facility in Baltimore-Camden to Bora.

Gain (loss) on debt extinguishment

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

Other, net

Other, net was $54.2 million in income in 2025 compared with $11.9 million in income in 2024. The change of $42.3 million was primarily attributable to a favorable shift from prior-year asset sale losses to asset sale gains in the current year related to our Bayview facility. In addition, the Company recognized $20.0 million of incremental income from milestone payments received in 2025 related to the sale of our travel health business to Bavarian Nordic, as well as favorable impacts from interest income increase and foreign currency, partially offset by a loss from warrant valuation.

Income tax provision

Income tax provision of $47.7 million for the year ended December 31, 2024 decreased $17.5 million to a provision of $30.2 million for the year ended December 31, 2025. The effective tax rate was 36% for the year ended December 31, 2025 as compared to (33)% in 2024. The effective annual tax rate differs from the prior year largely due to jurisdictional mix of income and losses, GILTI, and other permanent items.

71

SEGMENT RESULTS

COMMERCIAL PRODUCTS SEGMENT

Year Ended December 31,

(dollars in millions)

2025

2024

% Change

Revenues

$

226.1 

$

398.9 

(43)

%

Cost of sales

130.1 

185.9 

(30)

%

Intangible asset amortization

37.8 

37.8 

— 

%

Gross margin (1)

$

58.2 

$

175.2 

(67)

%

Gross margin % (1)

26 

%

44 

%

Add back:

Intangible asset amortization

37.8 

37.8 

— 

%

Restructuring costs

0.2 

— 

NM

Segment adjusted gross margin (2)

$

96.2 

$

213.0 

(55)

%

Segment adjusted gross margin % (2)

43 

%

53 

%

(1) Gross margin is calculated as revenues less cost of sales and intangible asset amortization. Gross margin percentage is calculated as gross margin divided by revenues.

(2) Segment adjusted gross margin, which is a non-GAAP financial measure, for our Commercial Products segment is calculated as gross margin plus intangible asset amortization and restructuring costs. Segment adjusted gross margin percentage, which is a non-GAAP financial measure, is calculated as segment adjusted gross margin divided by segment revenues. The Company’s management utilizes segment adjusted gross margin and segment adjusted gross margin percentage for purposes of evaluating our ongoing operations and for internal planning and forecasting purposes. We believe that these non-GAAP operating measures, when reviewed collectively with our GAAP financial information, provide useful supplemental information to investors in assessing our operating performance.

NM - Not meaningful

Year Ended December 31, 2025 Compared with Year Ended December 31, 2024

Naloxone

Naloxone sales decreased $172.8 million, or 43%, to $226.1 million in 2025. The decrease was primarily driven by lower sales of OTC NARCAN® and Canadian sales of branded NARCAN®, driven primarily by increased competition due to generics impacting price and unit sales, partially offset by an increase in KLOXXADO® sales.

Cost of Sales and Gross Margin

Cost of Commercial Products sales decreased $55.8 million, or 30%, to $130.1 million in 2025. The decrease was primarily due to lower sales of OTC NARCAN® and lower Canadian sales of branded NARCAN®, partially offset by an increase in KLOXXADO® sales.

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

72

MCM PRODUCTS SEGMENT

Year Ended December 31,

(dollars in millions)

2025

2024

% Change

Revenues

$

456.7 

$

509.8 

(10)

%

Cost of sales

163.1 

219.4 

(26)

%

Intangible asset amortization

27.3 

27.3 

— 

%

Gross margin (1)

$

266.3 

$

263.1 

1 

%

Gross margin % (1)

58 

%

52 

%

Add back:

Intangible asset amortization

27.3 

27.3 

— 

%

Changes in fair value of financial instruments

— 

0.6 

(100)

%

Restructuring costs (benefits)

(1.0)

7.2 

(114)

%

Inventory step-up provision

5.4 

6.2 

(13)

%

Segment adjusted gross margin (2)

$

298.0 

$

304.4 

(2)

%

Segment adjusted gross margin % (2)

65 

%

60 

%

(1) Gross margin is calculated as revenues less cost of sales and intangible asset amortization. Gross margin percentage is calculated as gross margin divided by revenues.

(2) Segment adjusted gross margin, which is a non-GAAP financial measure, for our MCM Products segment is calculated as gross margin plus intangible asset amortization, restructuring costs (benefits) and non-cash items related to changes in fair value of financial instruments and inventory step-up provision. Segment adjusted gross margin percentage, which is a non-GAAP financial measure, is calculated as segment adjusted gross margin divided by segment revenues. The Company’s management utilizes segment adjusted gross margin and segment adjusted gross margin percentage for purposes of evaluating our ongoing operations and for internal planning and forecasting purposes. We believe that these non-GAAP operating measures, when reviewed collectively with our GAAP financial information, provide useful supplemental information to investors in assessing our operating performance.

Year Ended December 31, 2025 Compared with Year Ended December 31, 2024

Anthrax MCM

Anthrax MCM sales decreased $24.2 million, or 17%, to $114.3 million in 2025. The decrease was due to lower volumes of CYFENDUS® sales to the USG and international customers, primarily due to the impact of timing, partially offset by increases in ANTHRASIL® sales to the Canadian government and BioThrax® sales to foreign governments. Anthrax MCM product sales are primarily made under annual purchase options exercised by the USG. Fluctuations in revenues result from the timing of the exercise of annual purchase options, the timing of USG purchases, the availability of governmental funding and Company delivery of orders that follow.

Smallpox MCM

Smallpox MCM sales decreased $11.2 million, or 4%, to $266.1 million in 2025. The decrease was primarily due to lower ACAM2000® sales volumes to both U.S. and non-U.S. customers, partially offset by increases in sales of TEMBEXA® that did not occur in the prior year, and CNJ-016® (VIGIV). Fluctuations in revenues from Smallpox MCM products result from the timing of the exercise of annual purchase options in existing procurement contracts, the timing of USG purchases, the availability of governmental funding and Company delivery of orders that follow.

Other Product Sales

Other Product sales decreased $17.7 million, or 19%, to $76.3 million in 2025. The decrease was primarily due to the sale of RSDL® to SERB during the third quarter of 2024 and a decrease in BAT® foreign sales, partially offset by higher USG BAT® sales due to timing.

73

Cost of Sales and Gross Margin

Cost of MCM Product sales decreased $56.3 million, or 26%, to $163.1 million in 2025. The decrease was primarily due to favorable manufacturing variances mostly due to lower shut-down and severance costs and lower inventory reserves, as well as lower production costs reflecting reduced volumes of ACAM2000® and CYFENDUS®, and no RSDL® related costs in 2025 due to the sale of RSDL® to SERB in the third quarter of 2024. These decreases were partially offset by higher costs for ANTHRASIL® and TEMBEXA® due to higher unit volume.

MCM Products gross margin increased $3.2 million, or 1%, to $266.3 million in 2025. MCM Products gross margin percentage increased 6 percentage points to 58% in 2025. The increase in gross margin percentage was primarily due to a favorable product sales mix which was weighted more heavily towards higher margin products and a decrease in shut-down and severance costs and inventory reserves compared with the prior year period. MCM Product segment adjusted gross margin in the current year excludes the impacts of intangible asset amortization of $27.3 million, inventory step-up provision of $5.4 million, and restructuring benefits of $1.0 million.

ALL OTHER REVENUES

Year Ended December 31, 2025 Compared with Year Ended December 31, 2024

Services Revenues

Services revenues decreased $82.5 million, or 79%, to $22.4 million in 2025. The decrease was primarily attributable to the one time $50.0 million arbitration settlement with Janssen related to the 2022 termination of the Janssen Agreement (the “Settlement Agreement”), which was paid in 2024, coupled with lower revenue from the Company’s Camden facility in the current year, which was sold to Bora in the third quarter of 2024, partially offset by an increase in production at the Company's Winnipeg facility.

Contracts and Grants

Contract and grants revenue increased $7.7 million, or 26%, to $37.7 million in 2025 compared with 2024. The increase was primarily related to work under the EbangaTM program, partially offset by the wind-down of our other funded development initiatives.

74

Financial Condition, Liquidity and Capital Resources

Our financial condition is summarized as follows:

December 31,

(dollars in millions)

2025

2024

Change %

Financial assets:

Cash and cash equivalents

$

205.4 

$

99.5 

106 

%

Restricted cash

3.7 

6.1 

(39)

%

Total cash, cash equivalents and restricted cash

$

209.1 

$

105.6 

98 

%

Borrowings:

Debt

572.1 

663.7 

(14)

%

Total borrowings

$

572.1 

$

663.7 

(14)

%

Working capital:

Current assets

$

662.5 

$

598.7 

11 

%

Current liabilities

132.2 

162.4 

(19)

%

Total working capital

$

530.3 

$

436.3 

22 

%

NM - Not Meaningful

Principal Sources of Capital Resources

We have historically financed our operating and capital expenditures through existing cash and cash equivalents, cash from operations, development contracts and grant funding and borrowings under various credit agreements, including our Term Loan Agreement and other lines of credit we have established from time to time. We also occasionally obtain financing from the sale of our common stock upon exercise of stock options. As of December 31, 2025, we had unrestricted cash and cash equivalents of $205.4 million and available borrowing capacity of up to $100.0 million under the Revolving Credit Agreement. As of December 31, 2025, the Company believes that its sources of liquidity, including debt and cash flows from operating activities, are adequate to fund its operations for at least the next twelve months from the issuance of these consolidated financial statements.

2025 Share Repurchase Program

In March 2025, the Company announced that its Board of Directors had authorized the repurchase of up to $50.0 million of the Company’s common stock (the “2025 Share Repurchase Program”) on or before March 27, 2026. In February 2026, the Company reauthorized the 2025 Share Repurchase Program for the repurchase of up to $50.0 million of the Company's common stock through March 31, 2027. Repurchases under the 2025 Share Repurchase Program may be made from time to time on the open market or in privately negotiated transactions. The timing and amount of any shares repurchased will be determined by the Company’s management based on its evaluation of market conditions and other factors, including the market price of the Company’s common stock, macroeconomic environment and other investment opportunities consistent with applicable law. The 2025 Share Repurchase Program may be suspended or discontinued at any time. The Inflation Reduction Act of 2022, imposed a nondeductible 1% excise tax on the net value of certain stock repurchases made after December 31, 2022. Excise tax accrued during the year ended December 31, 2025 was $0.3 million.

During the year ended December 31, 2025, the Company utilized $25.1 million to repurchase 3.1 million shares at an average price of $8.15 per share, excluding commissions and excise taxes. As of December 31, 2025, the Company had $24.9 million available to repurchase shares under the 2025 Share Repurchase Program.

Senior Unsecured Note Repurchase

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

75

Cash Flows

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

Year Ended December 31,

(dollars in millions)

2025

2024

Net cash provided by (used in):

Operating activities

$

170.6 

$

58.7 

Investing activities

69.4 

125.2 

Financing activities

(136.6)

(190.0)

Effect of exchange rate changes on cash, cash equivalents and restricted cash

0.1 

— 

Net change in cash, cash equivalents and restricted cash

$

103.5 

$

(6.1)

Operating Activities:

Net cash provided by operating activities increased $111.9 million in 2025 compared with 2024. The increase in net cash provided by operating activities was primarily due to higher net income excluding non-cash items due to improved operating performance in 2025, partially offset by unfavorable changes in working capital, including a significant non-cash write-off in 2024 related to the Janssen Agreement termination included in prepaid expenses and other assets, and higher cash payments related to accrued expenses and income taxes.

Investing Activities:

Net cash provided by investing activities decreased $55.8 million in 2025 compared with 2024. The decrease in net cash provided by investing activities was primarily attributable to the significant cash inflows in 2024 related to the sale of RSDL® and the sale of the Baltimore-Camden facility. The decrease was partially offset by greater aggregate milestone payments received in connection with the sale of the Company’s travel health business to Bavarian Nordic in 2025, proceeds from the sale of property, plant and equipment, including the sale of our Baltimore-Bayview facility to Syngene, and a reduction in capital expenditures compared with the prior year.

Financing Activities:

Net cash used in financing activities decreased $53.4 million in 2025 compared with 2024. The decrease in cash used in financing activities was driven by significant net financing outflows in 2024 related to the debt refinancing, primarily due to the principal repayments on the Company’s former revolving and term loan facilities and associated debt issuance costs. The 2025 financing outflows included the recent principal repayment on the Company's term loan facility and repurchases under the Company’s 2025 Share Repurchase Program and Senior Unsecured Note repurchases, which partially offset the year-over-year decrease.

Debt

As of December 31, 2025, the Company has $589.7 million of fixed and variable rate debt with varying maturities, with no payable amounts within 12 months (see Note 11, “Debt” in the Notes to Consolidated Financial Statements in Part II, Item 8. of this Form 10-K).

Uncertainties and Trends Affecting Funding Requirements

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

•existing cash and cash equivalents;

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

•development contracts and grant funding;

•proceeds from potential asset sales; and

•our Term Loan Agreement and Revolving Loans.

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

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

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

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

•the payment obligations under our indebtedness;

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

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

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

If our capital resources are insufficient to meet our future capital requirements, we will need to finance our cash needs through public or private equity or debt offerings, bank loans, collaboration and licensing arrangements, cost reductions, assets sales or a combination of these options.

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

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

Unused Credit Capacity

Available room under the commitments with respect to the Revolving Credit Agreement (the “Revolving Loans") as of December 31, 2025 and 2024 was:

December 31,

(in millions)

2025

2024

Total Capacity

$

100.0 

$

100.0 

Unused Capacity

$

100.0 

$

100.0 

Contractual Obligations

As of December 31, 2025, the Company has contractual obligations related to lease arrangements and purchase commitments. The lease arrangements are for certain equipment and facilities. As of December 31, 2025, the Company had fixed lease payment obligations of $16.9 million, with $3.4 million due within 12 months. The Company has non-cancelable purchase commitments of $474.8 million, with an estimated $142.9 million being due within 12 months.

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Critical Accounting Policies and Estimates

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

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

Revenue Recognition

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

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

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

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

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Long-lived assets

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

Inventories, net

Inventories are stated at the lower of cost or net realizable value with cost being determined using a standard cost method, which approximates actual cost. Actual cost consists primarily of material, labor and manufacturing overhead expenses (including fixed production-overhead costs) and includes the services and products of third-party suppliers. For internally manufactured inventory, the Company determines normal capacity for each production facility and allocates fixed production-overhead costs on that basis. The Company records inventory acquired in business combinations utilizing the comparative sales method, which estimates the expected sales price reduced for all costs expected to be incurred to complete/dispose of the inventory with a profit on those costs. The Company analyzes its inventory each reporting period and records a reserve to reduce the cost basis to net realizable value for inventory that has become obsolete, expired, slow-moving or short-dated based on customer requirements. Reserves for excess and obsolete inventory are relieved when the related inventory is disposed of through scrap or sale.

Significant New Accounting Pronouncements

See Note 2, “Summary of significant accounting policies” in the Notes to Consolidated Financial Statements in Part II, Item 8. of this Form 10-K.

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