abcl-20251231

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________________

FORM 10-K

_____________________________

(Mark One)

For the fiscal year ended December 31, 2025

Commission File Number 001-39781

_____________________________

AbCellera Biologics Inc.

(Exact name of Registrant as specified in its Charter)

_____________________________

British Columbia Not Applicable

150 W 4th AvenueVancouver, BC V5Y 1G6

(Address of principal executive offices)

Registrant’s telephone number, including area code: (604) 559-9005

_____________________________

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

Title of each class TradingSymbol(s) Name of each exchange on which registered

Common shares, no par value per share ABCL The Nasdaq Stock Market

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

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yesx No o

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes oNox

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. Yesx No o

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). Yesx No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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 x Accelerated filer o

Non-accelerated filer o Smaller reporting company o

Emerging growth company o

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. o

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. x

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

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

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

The aggregate market value of the Registrant’s Common Stock held by non-affiliates of the Registrant based on the closing price of the Registrant’s Common Stock as reported on the Nasdaq Stock Market on June 30, 2025, the last business day of the Registrant’s most recently completed second quarter, was approximately $789,227,743.

The number of shares of Registrant’s Common Stock outstanding as of February 19, 2026 was 303,160,487.

DOCUMENTS INCORPORATED BY REFERENCE

The registrant’s definitive proxy statement relating to the annual meeting of shareholders will be filed with the Securities and Exchange Commission within 120 days after the close of the registrant’s fiscal year ended December 31, 2025 and is incorporated by reference in Part III to the extent described herein.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K includes “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, as amended, and “forward-looking information” within the meaning of Canadian securities laws, or collectively, forward-looking statements. Forward-looking statements include statements that may relate to our plans, objectives, goals, strategies, future events, future revenue or performance, capital expenditures, financial position, financing needs and other information that is not historical information. Many of these statements appear, in particular, under the headings “Business,” “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”. Forward-looking statements can often be identified by the use of terminology such as “subject to”, “believe,” “anticipate,” “plan,” “expect,” “intend,” “estimate,” “project,” “may,” “will,” “should,” “would,” “could,” “can,” the negatives thereof, variations thereon and similar expressions, or by discussions of strategy. In addition, any statements or information that refer to expectations, beliefs, plans, projections, objectives, performance or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking. In particular, these forward-looking statements include, but are not limited to:

•our expectations regarding the success, clinical advancement, and market acceptance of our internal pipeline of drug candidates, as well as our antibody discovery and development capabilities;

•companies and technologies in our industry that compete with our business and our internal drug candidates;

•our ability to manage and grow our business by advancing our internal pipeline of drug candidates through clinical development and introducing our antibody discovery and development capabilities to new partners and expanding our relationships with existing partners;

•our estimates of market opportunity and forecasts of market growth may prove to be inaccurate, and even if these markets achieve the forecasted growth, our drug candidates may fail to achieve sufficient market acceptance or adoption;

•our ability to achieve projected discovery, preclinical development, and clinical milestones for our internal programs, as well as our partners’ ability to achieve projected discovery and development milestones and other anticipated key events, including commercial sales resulting in royalties owed to us, in the expected timelines or at all;

•our ability to leverage our full platform capabilities - from target identification to investigational new drug, or Investigational New Drug (“IND”), application submission and to clinical development - to advance our internal pipeline of drug candidates, as well as to support our partners;

•our ability to develop and commercialize the drugs we discover, both internally and with our partners, on a timely basis or at all;

•our operating results, financial performance, and financial position;

•our expectations regarding our good manufacturing practices, or GMP, facility and our manufacturing capabilities to support our clinical trials;

•our ability to establish and maintain intellectual property protection for our internal drug candidates, technologies and workflows and avoid or defend against claims of patent infringement;

•our ability to attract, hire and retain key personnel and to manage our personnel growth effectively;

•our ability to obtain additional financing in future offerings;

•the volatility of the trading price of our common shares;

•business disruptions affecting our operations, the advancement of our internal pipeline, and the development of our antibody discovery, preclinical development and clinical development capabilities;

•our ability to avoid material weaknesses or significant deficiencies in our internal control over financial reporting in the future;

•our expectations regarding our Passive Foreign Investment Company, or PFIC, status for our taxable year ended December 31, 2025, or any future taxable year;

•our expectations regarding the use of our cash resources;

•our expectations about market trends; and

•our ability to predict and adapt to government regulation.

We may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements, and you should not place undue reliance on the forward-looking statements. Actual results or events could differ materially from the plans, intentions, and expectations disclosed in our forward-looking statements. We have included important factors in the cautionary statements included in this Annual Report, particularly in “Summary of the Material and Other Risks Associated with Our Business” below and “Risk Factors”, that we believe could cause actual results or events to differ materially from our forward-looking statements. We operate in a competitive and rapidly changing environment and new risks and uncertainties emerge from time to time, and we cannot predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Annual Report. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, collaborations, joint ventures, or investments we may make or enter into.

Additionally, inflation generally affects our business by increasing our employee-related costs and certain other expenses. Our financial condition and results of operations may also be impacted by other factors that we may not be able to control, such as global supply chain disruptions, uncertain global economic conditions, global trade disputes or political instability as further discussed in the section “Risk Factors” in this Annual Report.

This Annual Report should be read with the documents that we file with the Securities and Exchange Commission, or the SEC, with the understanding that our actual future results may differ materially from what we expect. The forward-looking statements contained in this Annual Report are made as of the date of this Annual Report, and we are not obligated to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law or regulation.

In addition, statements that “we believe” and similar statements reflect our current beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Annual Report, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

This Annual Report includes statistical and other industry and market data that we obtained from industry publications and research, surveys, and studies conducted by third parties as well as our own estimates of potential market opportunities. All market data used in this Annual Report involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such data. 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. Our estimates of the potential market opportunities for our drug candidates include several key assumptions based on our industry knowledge, industry publications, third-party research, and other surveys, which may be based on a small sample size and may fail to accurately reflect market opportunities. While we believe that our internal assumptions are reasonable, no independent source has verified such assumptions.

We express all amounts in this Annual Report on Form 10-K in U.S. dollars, except where otherwise indicated. References to “$” and “US$” are to U.S. dollars and references to “C$” and “CAD$” are to Canadian dollars.

Except as otherwise indicated, references in this Annual Report on Form 10-K to “AbCellera,” the “Company,” “we,” “us” and “our” refer to AbCellera Biologics Inc. and its consolidated subsidiaries.

Table of Contents

Page

PART I

Item 1. Business 1

Item 1A. Risk Factors 27

Item 1B. Unresolved Staff Comments 79

Item 1C. Cybersecurity 79

Item 2. Properties 79

Item 3. Legal Proceedings 80

Item 4. Mine Safety Disclosures 80

PART II

Item 6. Reserved 82

Item 7A. Quantitative and Qualitative Disclosures About Market Risk 98

Item 8. Financial Statements and Supplementary Data 98

Item 9A. Controls and Procedures 99

Item 9B. Other Information 99

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 99

PART III

Item 10. Directors, Executive Officers and Corporate Governance 100

Item 11. Executive Compensation 101

Item 14. Principal Accounting Fees and Services 102

PART IV

Item 15. Exhibits, Financial Statement Schedules 103

Summary of the Material and Other Risks Associated with Our Business

Our business is subject to numerous material and other risks and uncertainties. You should carefully consider the following information together with the other information appearing elsewhere in this Annual Report, including our financial statements and related notes hereto. The occurrence of any of the following risks could have a material adverse effect on our business, financial condition, results of operations, and future growth prospects. The risks and uncertainties described below may change over time and other risks and uncertainties, including those that we do not currently consider material, may impair our business. These risks include, but are not limited to, the following:

•We have incurred losses in certain years since inception, including in 2025, and we may not be able to generate sufficient revenue to achieve profitability.

•Our quarterly and annual operating results have fluctuated significantly in the past and may fluctuate significantly in the future, making it difficult to predict our future operating results and could cause our operating results to fall below expectations.

•Our commercial success depends on the quality of our antibody discovery and development capabilities, technological capabilities, the advancement of internal programs, and their acceptance by new and existing partners in our industry.

•Failure to execute our business strategy could adversely impact our growth and profitability.

•Successful development of our current and future drug candidates is uncertain and we may discontinue or reprioritize the development of any of our drug candidates at any time, at our discretion.

•Development of a biological molecule or other drug is inherently uncertain, and it is possible that none of the drug candidates discovered using our discovery and development capabilities that are further developed by us or our partners will receive marketing approval or become viable commercial drugs, on a timely basis, or at all.

•Interim, preliminary or top-line data from our clinical trials that we may announce or publish may change as more patient data become available and are subject to audit and verification procedures that could result in material changes in the final data.

•We may not be able to file applications or amendments to commence additional clinical trials on the timelines we expect, and even if we are able to file as expected, the regulatory body may not permit us to proceed.

•We have no marketed proprietary drugs and have not yet independently started late-stage clinical development, which makes it difficult to assess our ability to independently develop future drug candidates and monetize any resulting drugs.

•Our long-term prospects depend in part upon discovering, developing and commercializing additional drug candidates, which may fail in development or suffer delays that adversely affect their commercial viability.

•Our partners have significant discretion in determining when and whether to make announcements, if any, about the status of our partnerships, including about clinical developments and timelines for advancing collaborative programs, and the price of our common shares may decline as a result of announcements of unexpected results or developments.

•We face significant competition, and if our competitors develop and market therapies that are more effective, safer or less expensive than our drug candidates, our commercial opportunities will be negatively impacted.

•Upgrading and integrating our business systems could result in implementation issues and business disruptions.

•If we are unable to obtain and maintain sufficient intellectual property protection for our technology, including our discovery and development capabilities and the resulting drug candidates, or if the scope of the intellectual property protection obtained is not sufficiently broad, our competitors could develop and commercialize technologies or a platform similar or identical to ours, and our ability to successfully sell our drug candidates, drugs or services may be impaired.

•We may become involved in lawsuits to protect or enforce our intellectual property, which could be expensive, time consuming and unsuccessful and have a material adverse effect on the success of our business.

•If we fail to maintain proper and effective internal control over financial reporting, our operating results and our ability to operate our business could be harmed.

•Sales of a substantial number of our common shares in the public market could cause our share price to fall significantly, even if our business is doing well.

•Impairment charges pertaining to goodwill, identifiable intangible assets or other long-lived assets could have an adverse non-cash accounting impact on our results of operations.

•The market price of our common shares may be volatile, and you could lose all or part of your investment.

Investing in our common shares involves a high degree of risk. You should carefully consider the risks and uncertainties contained in Part I, Item 1A, Risk Factors, together with all other information in this Annual Report on Form 10-K, including our consolidated financial statements and related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as well as our other filings with the Securities and Exchange Commission, or the SEC, before investing in our common shares. Any of the risk factors we describe below under Part I, Item 1A, Risk Factors, could adversely affect our business, financial condition or results of operations. The market price of our common shares could decline if one or more of these risks or uncertainties were to occur, which may cause you to lose all or part of the money you paid to buy our common shares. Additional risks that are currently unknown to us or that we currently believe to be immaterial may also impair our business. Certain statements below are forward-looking statements. See “Forward-Looking Information” in this Annual Report on Form 10-K.

PART I

Item 1. Business.

OVERVIEW

AbCellera is a clinical-stage biotechnology company focused on discovering and developing first-in-class antibody medicines for indications with high unmet medical need. We have built a platform for advancing antibody drug programs that we believe provides us with a competitive advantage in addressing challenging, high-value targets such as complex transmembrane proteins and novel modalities including multispecifics and antibody-drug conjugates. While we historically used our platform for our partners’ programs, we have evolved our strategy to build our own internal pipeline of AbCellera-owned drug assets.

In 2025, we achieved a number of important milestones:

•Initiated clinical trials for our first two internal drug candidates, ABCL635 and ABCL575. Our lead candidate, ABCL635, is a potential first-in-class non-hormonal medicine for moderate-to-severe vasomotor symptoms (VMS), also known as hot flashes. It is currently being evaluated in a Phase 2 clinical trial in Canada for the treatment of moderate-to-severe VMS associated with menopause, and we anticipate the topline data readout for the Phase 1/2 study in Q3 2026. Our second clinical candidate, ABCL575, is being evaluated in a Phase 1 clinical trial in Canada as a potential best-in-class medicine for the treatment of atopic dermatitis and other inflammation and immunology (I&I) conditions. We anticipate the topline data readout for the Phase 1 study of ABCL575 in Q4 2026.

•Nominated two additional development candidates (DCs), ABCL688 and ABCL386. We anticipate initiating Phase 1/2 clinical trials for ABCL688 and ABCL386 in 2027.

•Opened our clinical manufacturing facility, which completes a multi-year investment to build our integrated platform for creating antibody medicines.

As of December 31, 2025, we have approximately $700 million in available liquidity to continue executing on our strategy. We believe we have the capital to fund our operations beyond the next three years. We expect to generate losses and negative operating cash flow in the near-to-medium term ahead of revenues generated from out-licensing programs and milestone payments and royalties in the longer term.

Our Strategy

Our strategy is to use our competitive advantage to create innovative and impactful medicines for patients. Our strategy is indication-agnostic. We evaluate and seek to advance programs where we have confidence in the science; can pursue a significant commercial opportunity resulting from addressing an unmet medical need; possess potential for differentiation; and see a clear development path with early opportunity to retire risk. By applying these criteria, we have built a pipeline of programs in high-value areas such as endocrinology, women’s health, immunology, autoimmunity, and oncology.

Our Pipeline

Our pipeline includes two drug candidates in clinical development, two development candidates in Investigational New Drug (IND/Clinical Trial Application (CTA)-enabling activities, and more than 20 active discovery programs across multiple modalities and indications.

ABCL635: A potential first-in-class antibody medicine for the non-hormonal treatment of VMS

•Target: Neurokinin-3 Receptor (NK3R), a G protein-coupled receptor (GPCR).

•Lead Indication: Moderate-to-severe VMS, commonly known as hot flashes, associated with menopause.

•Status: Phase 1/2.

•Next Milestone: Topline data from the Phase 1/2 trial is anticipated in Q3 2026.

ABCL575: A potential best-in-class medicine for the treatment of atopic dermatitis and other immunology and inflammation (I&I) conditions

•Target: OX40 Ligand (OX40L).

•Lead Indication: Atopic dermatitis (AD).

•Status: Phase 1.

•Next Milestone: Topline data from the Phase 1 trial anticipated in Q4 2026.

ABCL688: A potential first-in-class antibody medicine for autoimmune conditions

•Target: Undisclosed GPCR or Ion Channel.

•Indication: Autoimmunity.

•Status: IND-enabling studies.

•Next Milestone: Anticipate submission of an IND/CTA for a Phase 1/2 clinical trial in 2027.

ABCL386: A potential first-in-class antibody medicine for oncology

•Target: Undisclosed.

•Indication: Oncology.

•Status: IND-enabling activities.

•Next Milestone: Anticipate submission of an IND/CTA for a Phase 1/2 clinical trial in 2027.

Our Platform

We have invested approximately $1 billion over nearly 15 years to build a differentiated and vertically-integrated antibody drug platform. We believe we have a competitive advantage in pursuing challenging, high-value targets, including:

•GPCRs and Ion Channels: We have developed specialized capabilities to target complex transmembrane proteins. This is a large and high-value target class that has been difficult to drug with antibodies using traditional methods. ABCL635 and ABCL688 are the first internal programs from this capability to have advanced into development, and approximately half of our internal programs target these proteins.

•Multispecifics: We have developed capabilities for multispecific antibodies. Our T-cell engager (TCE) capabilities comprise a large proprietary panel of CD3-binding antibodies, established high-throughput functional assays, multiformat protein engineering, co-stimulatory modules, and in vivo models. Over the past four years, we established these capabilities and advanced our understanding of TCE biology. Our TCE capabilities are being used for internal programs and partnerships.

In 2025, we completed construction of our 130,000-square-foot clinical manufacturing facility in Vancouver and initiated activities at the site. As compared to outsourcing manufacturing, this facility allows us to control our supply chain, improve flexibility, accelerate timelines, and better protect our intellectual property. With the opening of our manufacturing facility, we have substantially completed our platform investments, and we have now shifted our focus from building capabilities to building our pipeline.

Our Portfolio & Partnerships

Since 2014 we have used partner-initiated programs to develop and validate our platform, fund the build-out of our infrastructure, and create a diversified portfolio of royalties and other downstream stakes in future antibody medicines being developed by our partners.

As part of our historical business, partners seeking a competitive advantage would approach us with ideas for new antibody drugs and specific problems that needed to be solved. We would deliver optimized antibodies for further development. Our partnership agreements to date have commonly included: (i) near-term payments for access, research, and intellectual property rights; (ii) downstream payments in the form of clinical and commercial milestones; and (iii) royalties on net sales of drugs. The majority of the value of every deal is associated with downstream participation in the success of a program that accrue in our portfolio. This is complemented by upfront payments, research fees, and milestone payments that contribute nearer-term cash to AbCellera and reflect the conviction of our partner to advance the program.

Since 2023 we have reduced the volume of our discovery partnerships in order to focus resources on our internal pipeline. While the amount of partnership work has decreased significantly, we continue to execute on programs that were part of multi-year agreements for which we have ongoing obligations. In addition, we remain open to high-value collaborations.

We believe the portfolio of downstream stakes from our historical partnerships is a substantial financial asset. We believe the value of this portfolio will increase and be realized as it matures.

As of December 31, 2025, we have started 104 partner-initiated programs with downstream participation. Our capabilities and technology (including our Trianni humanized rodent platform) have produced 19 molecules that have reached the clinic.

OUR STRATEGY

We have several core beliefs that underpin our business strategy:

•Investments in technology will improve the quality, speed, and success of antibody drug development.

•Maximizing long-term value-creation in biotechnology begins with building a company that can create multiple drugs, repeatedly and successfully.

•Outstanding people are the foundation of success.

•We allocate resources to optimize long-term value, recognizing that building a great company takes time.

Since our founding, we have focused on building a competitive advantage in our platform for antibody drug discovery and development. We initially advanced this objective by operating as a technology partner, building and testing our capabilities on over 100 programs with the world's leading biopharmaceutical and biotechnology companies. During that time, we focused on:

•Building integrated and differentiated antibody discovery and development capabilities that bring next generation antibody drug candidates to the clinic;

•Using those capabilities to bring potential first-in-class drug candidates in areas of high unmet medical need to the clinic for ourselves and for our partners; and

•Capturing value through our ownership of a portfolio of downstream stakes in potential future antibody medicines.

In late 2023, with our platform near complete, we committed to transitioning from a partnership model to a clinical-stage biotechnology company developing our own pipeline of drug candidates. In mid 2025, we completed that transition, and brought our first two programs into clinical development.

Our strategy is to use the competitive advantage we have built in antibody drug discovery and development to bring innovative and impactful medicines to patients. Our pipeline strategy is indication-agnostic. We evaluate programs with respect to four central questions:

1.How much confidence do we have in the science?

2.What is the potential to address a significant unmet need?

3.How strong is the thesis for differentiation?

4.To what degree is there a clear and efficient development path with early opportunity to derisk programs?

By applying these criteria, we have built a pipeline of programs in high-value areas such as endocrinology, women’s health, immunology, autoimmunity, and oncology.

OUR PIPELINE

We are primarily focused on using our platform to advance an internal pipeline of programs with first-in-class potential. In 2025, we advanced two drug candidates, ABCL635 and ABCL575, into clinical trials and two development candidates, ABCL688 and ABCL386, into IND-enabling activities (Table 1).

Table 1: Our Clinical and Preclinical Pipeline

ABCL688 IND-enabling Undisclosed Undisclosed Undisclosed Autoimmunity

ABCL386 IND-enabling Undisclosed Undisclosed Undisclosed Oncology

ABCL635: A potential first-in-class antibody medicine for the non-hormonal treatment of VMS

ABCL635 is an investigational antibody drug candidate being developed for the non-hormonal treatment of moderate-to-severe VMS associated with menopause as lead indication. ABCL635 is a potential first-in-class antibody medicine, and we believe it has the potential to provide several benefits over current non-hormonal treatments, with a path to differentiation in safety, dosing schedule, and efficacy. ABCL635 is being studied in a Phase 1/2 clinical trial to evaluate safety, tolerability, pharmacokinetics, pharmacodynamics, and the frequency and severity of VMS with subcutaneous doses of ABCL635. Topline data readout for the Phase 1/2 study of ABCL635 is anticipated in Q3 2026. ABCL635 is the first internal asset derived from our GPCR and ion channel capabilities.

ABCL635 Mechanism of Action

ABCL635 targets a complex membrane protein on neurons that helps regulate body temperature. ABCL635 specifically targets NK3R, a clinically validated GPCR expressed on kisspeptin, neurokinin B, and dynorphin (KNDy) neurons in the infundibular nucleus of the hypothalamus (Figures 1, 2, and 3).

Figure 1: The Role of KNDy Neurons in Regulating Body Temperature.

KNDy neurons help maintain body temperature by activating heat dissipation neurons, found in a specialized region of the hypothalamus. Two signals help balance KNDy neuron activity: (1) neurokinin B (NKB) activates KNDy neurons by binding to a protein on the cell surface called NK3R, (2) estrogen, produced by the ovaries, inhibits KNDy neurons. In a reproductive state, these two signals are balanced to maintain normal body temperature.

Figure 2: KNDy Neuron Activity in VMS.

During menopause, the ovaries produce less estrogen, resulting in unbalanced KNDy neuron activity. NKB continues to activate KNDy neurons, leading to over-activation of heat dissipation neurons and VMS.

Figure 3: Proposed Mechanism of Action for ABCL635.

ABCL635 is an antibody that binds NK3R to prevent activation of KNDy neurons by NKB. Blocking NKB signaling has been shown to rebalance KNDy neuron activity, helping to reduce VMS associated with menopause. The proposed mechanism of action for ABCL635 isbased on AbCellera non-clinical data and published literature.

Beyond our lead indication in menopausal VMS, we believe the mechanism of ABCL635 has applicability in other conditions. Specifically, we are exploring the development of ABCL635 for oncology-related VMS. We currently foresee the initiation of Phase 2 studies in this patient population in 2027, following the completion of our ongoing Phase 1/2 trial.

ABCL575: A potential best-in-class antibody medicine for the treatment of atopic dermatitis and other I&I conditions

ABCL575 is a fully human, half-life extended monoclonal antibody targeting OX40 ligand that is being developed as a potential best-in-class medicine for treating T-cell-mediated autoimmune conditions, with a lead indication in atopic dermatitis. Antibody-mediated blockade of OX40L is a clinically validated, non-T-cell-depleting mechanism to modulate inflammation. OX40L blocking is under investigation for a number of conditions, including atopic dermatitis and asthma.

ABCL575 is being studied in a Phase 1 clinical trial in Canada to evaluate safety, tolerability, pharmacokinetics, and pharmacodynamics with subcutaneous doses of ABCL575. Topline data readout for the Phase 1 study of ABCL575 is anticipated in Q4 2026.

ABCL575 Mechanism of Action

ABCL575 targets multiple immune pathways (Figures 4 and 5).

Figure 4: OX40/OX40L Signaling in Atopic Dermatitis.

Immune cells found in the middle layer of the skin (dermis) function to combat invading pathogens. In people with atopic dermatitis, these cells become over-stimulated, leading to persistent skin inflammation, dryness, and itch.

OX40 and OX40L are proteins found on the surface of immune cells that help regulate the immune response. As demonstrated in published literature, in atopic dermatitis, increased OX40/OX40L expression leads to the over-activation of inflammatory pathways, inducing production of inflammatory signals and formation of memory T cells.

Figure 5: Proposed Mechanism of Action for ABCL575.

ABCL575 is an antibody that binds to OX40L to prevent interaction with OX40. Blocking the OX40/OX40L interaction has been shown to reduce the inflammatory response and help to address symptoms associated with AD. The proposed mechanism of action for ABCL575 isbased on AbCellera non-clinical data and published literature.

We discovered ABCL575 during our collaboration with EQRx Inc. (“EQRx”) as part of a co-development program that began in 2021. We took control of the program in September 2023 when EQRx was acquired by Revolution Medicines Inc. and have since advanced ABCL575 into a Phase 1 clinical trial. In alignment with our focus on developing potential first-in-class medicines, we presently do not anticipate developing ABCL575 past Phase 1 as a monotherapy.

ABCL688: A potential first-in-class antibody medicine for autoimmune conditions

ABCL688 is an investigational antibody drug candidate targeting an undisclosed multi-pass complex membrane protein for the treatment of an undisclosed indication in autoimmunity. ABCL688 is the second AbCellera-led program generated using our GPCR and ion channel capabilities, and the program entered IND/CTA-enabling activities in Q2 of 2025. We anticipate initiating Phase 1/2 clinical trials for ABCL688 in patients in 2027.

ABCL386: A potential first-in-class antibody medicine for oncology

ABCL386 is an investigational antibody drug candidate against an undisclosed target in oncology. ABCL386 is in IND/CTA-enabling activities, and we anticipate initiating Phase 1/2 clinical trials in patients in 2027.

While our current development plan anticipates milestones for each program, these timelines are subject to inherent clinical development risks, regulatory requirements, and the successful completion of IND/CTA-enabling studies.

OUR PLATFORM

The development of antibody-based drugs comes with unique challenges

Antibodies are specialized proteins, adept at binding biological and non-biological targets with high specificity and potency. This gives antibodies potential tolerability advantages relative to small molecule drugs and makes therapeutic antibodies central to the precision medicine toolkit. In addition, the success rates of antibodies in the clinic are driving drug developers to invest in antibody drug development. Together, these factors contribute to the rapid growth of the therapeutic antibody market.

As proteins, antibodies are larger and more complex than small molecule drugs. This creates unique challenges for drug developers. For example, antibodies and other protein-based drugs are more costly and time consuming to manufacture compared to small molecules. Similarly, obtaining the right antibody for a particular program requires highly specialized capabilities relating to immunization, screening, high-throughput analytics, functional and biophysical characterization, protein engineering, and optimization. Efficient development of antibody drugs involves the integration of highly specialized skills, technology, and infrastructure – something that few firms can do successfully.

As the biotechnology industry matures and becomes more competitive, we believe it is increasingly important to continue to emphasize innovation in our pipeline, leveraging the technological capabilities of our platform that give us a competitive advantage.

Our founding idea and insight

There are three essential steps of drug development:

1.Ideation. This step includes basic science and biomedical research to identify disease targets and define the properties of an optimal antibody drug.

2.Creation. Once ideation is complete, the next step is to create the drug candidate. This step is arguably one of the most complex, regulated, and technologically intensive in any sector, yet this is also the step that is most critical to get right.

3.Testing. Once the drug developer has committed to a drug candidate, it must be thoroughly tested in patients to demonstrate safety and efficacy. This is the step that incurs most of the development spend. It is also the step that represents a frequent, and the most expensive, point of failure.

We believe there has been chronic underinvestment in developing drug-creation capabilities for antibody medicines. We also believe this step presents significant opportunities for learning and increasing efficiency in drug development projects. Finally, we believe this is where our platform investments can most effectively drive value.

Our integrated platform for antibody drug discovery and development

We discover antibodies from natural immune responses, which are pre-enriched for antibodies with higher target-binding specificity and developability than those generated by synthetic methods.

Our competitive advantage consists not of a single proprietary technology, but of the integration of proprietary know-how, specialized multidisciplinary teams, and the physical infrastructure necessary to advance programs from target to the clinic.

Our platform integrates data collection, standardization, and storage with a suite of computational tools to drive program decisions and improve productivity. Data from every experiment is securely stored in a central database designed to

maintain the relationships that exist between different measurement types, samples, protocols, metadata, and antibodies. We are continually refining our data systems to ensure high data quality and standardization, improve access and flexibility, and integrate artificial intelligence (“AI”) and other computational tools with our experimental workflows.

We have and continue to integrate state-of-the-art AI tools directly into our platform. We believe that the integration of computational tools is essential for solving the most challenging problems in drug development, particularly in complex target classes. AI and machine learning methods are used in nearly all of our programs, and we believe these methods have been critical to success in many of our programs. However, while we view the application of these tools as often necessary, they are never sufficient to produce novel, differentiated drugs. We recognize AI is not a standalone solution, but rather a powerful tool that must be appropriately coupled with experimental methods.

Since 2012, we have invested approximately $1 billion to build our platform. This investment has recently culminated in the completion of our 130,000-square-foot clinical manufacturing facility. This facility enables us to advance antibody drug programs from target selection through to clinical trials, including manufacturing drug substance for early phase trials. Compared to outsourcing manufacturing, this facility allows us to control our supply chain, improve flexibility, accelerate timelines, and better protect our intellectual property. We believe that integrating an optimized manufacturing process with our discovery and protein engineering capabilities creates synergies in speed and efficiency and will allow us to more rapidly test and validate new antibody therapeutic formats, including multispecific antibodies and antibody-drug conjugates.

Since 2020, we have received CAD $475.6 million ($347.9 million) in non-dilutive government financing to build our platform and internal pipeline:

•May 2020 - CAD $175.6 million ($125.6 million) from the Government of Canada to expand efforts related to the discovery of antibodies for use in drugs to treat COVID-19, and to build technology and manufacturing infrastructure for antibody drugs.

•May 2023 - CAD $300 million ($222.3 million) from the Governments of Canada and British Columbia toward an eight-year project to build new capabilities in Canada to develop, manufacture, and deliver antibody drug candidates to patients through Phase 1 clinical trials, and build expertise in translational science, technical operations, clinical operations, and research. We have used, and expect to use, the proceeds from the financing to build our facilities; establish and validate fully integrated capabilities to take programs from concept to the clinic; and support the development of up to 17 internal programs up to and through Phase 1 clinical trials.

We have built a competitive advantage in advancing antibody drug programs from target to the clinic

We have successfully used our capabilities to overcome some of the hardest antibody discovery problems in the biotechnology industry.

In some cases, our platform has allowed for increased speed and boosted the probability of success. As an example, we discovered two antibody medicines for patients with COVID-19 (which received emergency use authorization in 2020 and 2022), which we believe was one of the most competitive and time-sensitive drug development efforts in history.

More often, our platform has allowed us to succeed in programs where traditional methods have proven inadequate. For example, we believe our platform is unparalleled in addressing difficult target classes such as GPCRs and ion channels. This capability has been used in two programs that have been disclosed in our internal pipeline, ABCL635 and ABCL688, providing early evidence that our platform is effective in advancing these types of programs.

OUR PEOPLE

Our people are critical to our success

We believe success in our business is built on strong teams of exceptional people. For this reason, team-building is a top priority, and we invest accordingly.

We build systems to support our people

We believe a strong corporate culture is essential for the recruitment, development, and retention of exceptional employees and teams. Although leaders must model corporate values and desired behaviors, we do not believe culture can be invented or enforced only from the top of an organization. Instead, we see the responsibility for building and stewarding our culture as shared across our entire organization. We believe culture starts from individuals with shared core values and a common

sense of purpose, and that culture emerges and is strengthened through a network of interactions and relationships built on mutual trust and appreciation.

Building a winning culture requires investment and continuous diligent effort. Our Company and our Talent Development team work to create and deliver the necessary processes, training programs, and events that we believe are essential for our culture to thrive. These are designed to:

•Establish expectations of high performance;

•Share information broadly, promote mutual appreciation, and ensure our employees see how their work and the work of others connects to our overall strategy;

•Craft mentorship networks and leadership-training systems that help our employees develop strong leadership skills;

•Promote our corporate values and engage in conversations with our teams to understand how our values apply across the organization;

•Develop and deliver a curriculum of learning and development programs to accelerate career progression; and

•Offer events that help build strong relationships and a shared sense of purpose and community.

Through these and related activities, we believe our Talent Development team plays a critical role in creating an effective organization that our teams are proud to be a part of.

Our philosophy for hiring and recruitment

Our philosophy for hiring is based on insights gained over a decade of building and managing interdisciplinary teams. First, we recognize that the success of a large and complex organization depends on the contributions of people with broad and complementary sets of technical expertise and aptitudes. Second, we prioritize the long-term potential of candidates and invest in our team’s continued development. We believe this framework has allowed us to build an exceptional team at all levels and develop strong leaders to drive our continued long-term success.

How we structure our pay and compensation packages

We believe our long-term success depends on our ability to compete for top talent. To attract and retain top talent, we aim to offer competitive compensation for any given role, as determined by market data on local, regional, or global conditions, as appropriate. In addition to competitive salaries, equity awards, and performance bonuses, our compensation includes comprehensive healthcare benefits, fitness and active-lifestyle benefits, and retirement-savings contributions.

We grant equity awards, comprising share options and restricted share units, to all employees. We do this because we believe that shared ownership promotes employee retention, creates alignment, and promotes a sense of shared ownership in the long-term success of our Company.

As discussed above, we recognize that our ability to compete effectively for talent also depends on us maintaining a strong corporate culture, that our programs for training and development remain strong, and that we can continue to offer attractive working conditions. We further stress the importance of guidelines and cultural norms that encourage each team-member to find their optimal work-life synergy, aiming for productivity and constant improvement that is sustained over time. Finally, we believe that our strategy of using our platform and capabilities to impact the lives of patients positively is attractive to top talent who want to spend their days well and who value challenging work with a clear sense of purpose.

Our discovery and development capabilities require interdisciplinary talent

Interdisciplinarity is a core feature of our business. The nature of our work in drug development requires an exceptionally interdisciplinary workforce in its scientific, clinical, manufacturing, engineering, and professional skills. After more than a decade of building our platform, we believe we effectively assemble and integrate strong cross-functional teams. This includes teams for drug discovery, drug development, clinical operations, and clinical manufacturing. As of December 31, 2025, our team comprised approximately 65% scientists, 13% engineers and data scientists, and 22% business professionals. Over 55% of our team members have either a Master’s degree and/or a Ph.D.

Our geographic locations give us an advantage in recruitment

Attracting and retaining large teams of highly trained specialists in drug discovery, development, and manufacturing is one of the most critical challenges in executing on our strategy. We believe that we have a significant recruitment advantage by virtue of our largest facilities being in Vancouver, Canada, and Sydney, Australia. Both the Vancouver and Sydney regions

are consistently ranked amongst the most livable cities in the world. Both cities also have world-class universities that train large pools of talent in fields relevant to our work, including computer science, biochemistry, genomics, engineering, cell biology, and immunology. We believe the combination of these regions providing access to large talent pools and less-developed biotechnology sectors and our willingness to hire for potential and invest in employee training and development is contributing to our success in discovering, attracting, and retaining top talent.

We foster and enjoy high levels of employee engagement

We see employee engagement and retention as two important measures of the health of a company. We measure our employee engagement and ability to retain professional talent regularly. In 2025, we had a voluntary turnover rate of 6.7%.

As of December 31, 2025, we had 562 full-time employees in Canada, Australia, and the United States, representing over 42 nationalities.

OUR MARKET OPPORTUNITY

Antibodies are one of the largest and fastest growing classes of drugs. Antibodies are used across multiple therapeutic areas, such as oncology, inflammation, infectious disease, ophthalmology, cardiovascular disease, autoimmunity, and neurodegeneration.

In 2025, global therapeutic antibody sales amounted to approximately $300 billion. This market is expected to grow to over $500 billion by 2030, representing a five-year compound annual growth rate, or CAGR, of over 10%. In 2025, around 50 antibody drugs achieved blockbuster status, defined as achieving annual sales in excess of $1 billion. In 2025, antibody medicines also represented 5 out of the world’s 10 top-selling pharmaceutical products.

The mean peak-year sales for currently marketed monoclonal antibody drugs and monoclonal antibody-drug conjugates are estimated at well over $1 billion. In 2025, there were over 200 approved antibody-based drugs, with more than 180 in Phase 3 clinical trials worldwide.

Historically, the time for antibody discovery projects to reach Phase 1 clinical trials from target selection has been estimated at approximately 5.5 years. On average, antibody drugs have taken between seven and ten years to reach market-authorization from the start of Phase 1 clinical trials. Each year, over 300 antibody drug candidates enter Phase 1 clinical trials.

OUR PORTFOLIO & PARTNERSHIPS

We have extensive experience partnering with leading pharmaceutical companies, emerging biotechnology companies, and non-profit and government organizations.

Our partnership agreements to date have commonly included: (i) near-term payments for access, research, and intellectual property rights; (ii) downstream payments in the form of clinical and commercial milestones; and (iii) royalties on net sales of drugs. We have also structured agreements with additional approaches to capture value, including through equity in our business partners and various options for deeper investment in moving drug candidates forward. We believe the long-term value of this portfolio will be driven by downstream milestone payments and royalties on the net sales of a resulting drug.

We are strategic in the selection of our partners

We take a deliberate and strategic approach to selecting partners. We believe successful antibody drugs are developed in collaboration with partners who have insights, technology, skills, or experience complementary to our own. We look for partners with innovative and impactful ideas, strong leadership teams, and the continued ability to raise the capital needed to fund the development of a drug candidate.

We have also worked with companies that have the potential to be optimal partners for the final development and commercialization of our pipeline assets. Supporting such partners on their discovery challenges allows us to demonstrate our capabilities and earn trust for future partnerships.

Our agreements emphasize participation in the success of antibody medicines

Our agreements emphasize participation in the success and upside of the future antibody medicines we help to discover and develop. Typical partnership agreements for partner-initiated discovery programs include (i) near-term payments for access, research, and intellectual property rights; (ii) downstream payments in the form of clinical and commercial milestones; and (iii) royalties on net sales of drugs. Agreements may include alternative approaches to capture value, including equity in our business partner and various options for deeper investment in moving drug candidates forward.

As of December 31, 2025, we have started 104 partner-initiated programs that have the potential for milestone and royalty payments. Our partnership agreements are typically terminable at will with 90 days’ notice prior to identification of a target, after which point they may only be terminated for cause. A summary of publicly disclosed partnerships is included in the table below.

Table 2: Summary Partnership Agreements with Pharmaceutical & Biotechnology Companies that Include Downstream Participation from 2016 to December 31, 2025

Partner # of Targets & Duration Therapeutic Area Date Announced

AbbVie Inc. Multi-target, multi-year Oncology January 13, 2025

Biogen Inc. Single target Neuroscience March 11, 2024

Undisclosed Multi-target, multi-year Undisclosed December 28, 2023

Prelude Therapeutics Up to 5 targets, multi-year Oncology November 1, 2023

Incyte Corporation Undisclosed Oncology September 13, 2023

AbbVie Inc. Up to 5 targets, multi-year Undisclosed December 15, 2022

Empirico Inc. 2 additional targets Undisclosed May 3, 2022

Tachyon Inc. Single target Oncology August 3, 2021

Angios Multi-target, multi-year Ophthalmology May 6, 2021

Empirico Inc. 5 targets, multi-year Undisclosed April 14, 2021

Gilead Sciences, Inc. 8 targets, multi-year Undisclosed April 1, 2021

Abdera Therapeutics Inc. 9 targets, multi-year Oncology January 14, 2021

Invetx, Inc. Multi-target, multi-year Animal Health November 19, 2020

Kodiak Sciences Inc. Multi-target, multi-year Ophthalmology October 29, 2020

Undisclosed Single target Bispecific June 3, 2020 *

Invetx, Inc. Multi-target, multi-year Animal health February 23, 2020

Undisclosed Multi-target, multi-year Cell therapy September 25, 2019 *

Gilead Sciences, Inc. Single target Infectious disease June 13, 2019

Novartis AG Up to 10 targets, multi-year Undisclosed February 14, 2019

Autolus Therapeutics plc Single target Cell therapy (CAR-T) November 29, 2018

Denali Therapeutics, Inc. Single target Neurological diseases June 12, 2018

Teva Pharmaceutical Industries Ltd. Single target Membrane protein June 13, 2017

Pfizer Inc. Multi-target, multi-year Membrane protein January 5, 2017

Kodiak Sciences Inc. Single target Ophthalmology August 24, 2016

Teva Pharmaceutical Industries Ltd. Undisclosed Undisclosed February 2, 2016

* Effective date of agreement

Most of the programs with our partners will generate milestone payments to us if our partners reach certain preclinical, clinical, regulatory, and commercial milestones. In addition, programs that create drug candidates that become marketed medicines may generate royalty payments to us on the net sales of those drugs. We also have other forms of downstream economic participation, including equity and equity-like positions, and options to co-invest. The following table represents the range of royalty (and equivalent) rates included in our partnership agreements as of December 31, 2025:

Table 3: Downstream Participation

Royalty on net sales, 5th to 95th percentile range1

Other downstream participation

Equity/equity-like positions

Options to co-invest

1 Includes range of royalty (and equivalent) rates of each contract, considering step-downs, if any

COMPETITION

The biopharmaceutical industry is characterized by rapidly advancing technologies, intense competition, and a strong emphasis on proprietary products. While we believe we have built a competitive advantage in the discovery of antibody-based drug, we face potential competition from many different sources, including large and specialty pharmaceutical and biotechnology companies, academic research institutions, governmental agencies, and public and private research institutions.

There are several companies developing and marketing treatments that may be approved for the same indications or diseases as our programs. For example, with respect to our two clinical programs:

•ABCL635 for VMS associated with menopause: The market for VMS treatments is highly competitive and includes both established therapies and novel drugs in development. The current standard of care for the treatment of VMS is menopause hormone therapy (MHT), with well-established treatments that are widely available as low-cost generics. There are two non-hormonal medicines currently approved in some geographies for VMS due to menopause from Astellas Pharma Inc. and Bayer AG. There are also other non-hormonal pharmaceutical treatments that are frequently prescribed for VMS relief. We believe our non-hormonal antibody-based approach may differentiate ABCL635 from other non-hormonal treatment options through potential benefits in safety profile, dosing schedule, and efficacy, though we have not yet established these benefits in a pivotal trial.

•ABCL575 for atopic dermatitis: The market for atopic dermatitis treatments is highly competitive and includes both established therapies and novel drugs in development. Antibody medicines currently approved in some geographies for atopic dermatitis from, amongst others, Regeneron Pharmaceuticals/Sanofi, Lilly, AbbVie Inc., and Pfizer Inc. Additionally, antibody drug candidates for atopic dermatitis currently in clinical testing are being developed by large pharmaceutical and biotechnology companies, including Kyowa Kirin Co., Ltd., Apogee Therapeutics, Inc. and Bristol-Myers Squibb Company.

We do not yet have final clinical data for any of our programs and there can be no assurance that our programs will have similar or comparable results.

OUR APPROACH TO CAPITAL ALLOCATION

We think like owners when making investments

Our founders, leadership team, and employees own a significant portion of the equity in our Company. Our teams think like owners when deciding to allocate time and capital across our business activities. Cognizant of the specific challenges that characterize biotechnology as a sector, we specialize in addressing hard but tractable antibody discovery and development problems and avoid high-risk science projects. We believe this is the best way for us to create value, and to do so reliably. We quickly grew our business and completed the build of our infrastructure and capabilities in a capital-efficient way. We are now anticipating a period of continued investments in our pipeline with corresponding losses and negative operating cash flow in the near-to-medium term, ahead of revenues generated from out-licensing, milestone payments, and royalties in the longer term.

We invest with a long-term perspective

We allocate capital with a long-term perspective and our largest investments have been in the intellectual capital, infrastructure, and capabilities that we have built over the years. Using these assets, we make capital-efficient investments

in the discovery and development of new antibody drug candidates, with the largest value tied to their long-term success. In many cases, this results in cash flows that are further in the future. We do this because we believe that the real value from drug development is realized when drugs deliver value to patients. This drives our emphasis on sharing in the economics of successful drugs, developed both internally and with our partners. In the long run, we believe this approach has the potential to yield exceptional rates of return.

Our platform helps us build a valuable pipeline and portfolio with capital efficiency

Building our integrated capabilities and infrastructure has been a focal point of our capital-allocation strategy. These capabilities now generate our growing pipeline of internal programs and portfolio of valuable stakes in drug candidates in a capital-efficient manner.

We are using our platform to develop a pipeline of assets, at low marginal cost, against high-value targets such as GPCRs, and ion channels and with novel modalities such as T-cell engagers. We believe that our differentiated capabilities in these areas uniquely position us to create first-in-class medicines against these challenging targets.

We select opportunities and partners to maximize the value of our pipeline and portfolio

We engage in active portfolio management using a framework that considers science, differentiation, unmet need, and the development path for each program. We focus our efforts on developing internal programs where we can leverage our competitive advantage in technology.

When launching internal programs, we look for opportunities we believe have the highest potential to generate attractive returns, without adding a constraint of a specific therapeutic area. In general, we seek to develop medicines where we have confidence in the science; can pursue a significant commercial opportunity, resulting from addressing an unmet medical need; possess potential for differentiation; and see a clear development path with early opportunity to retire risk.

We evaluate our internal programs individually to determine the advisability of pursuing and continuing clinical development ourselves, entering into collaborations with partners, or out-licensing programs to optimize their development and clinical and commercial potential. When partnering, we look for companies with innovative, impactful ideas, strong leadership teams, experience and expertise in certain therapeutic areas, and the ability to raise the capital needed to support a drug candidate through to commercialization. We believe this strategy allows us to enrich our portfolio for programs with potential to deliver commercially successful medicines.

Our partnership business was built to maximize the net present value of our pipeline and portfolio

We hold financial interests in the commercial success of the drug candidates we help develop through contractual rights to royalties, profit-sharing, and commercial milestones. We have negotiated these stakes as part of our agreements with partners at the outset for partner-initiated programs.

We believe the near-term and clinical milestone payments we earn from programs represent only a small share of the expected total value we ascribe to each program. Instead, for a given program that undergoes clinical development, obtains marketing approval, and is successfully commercialized, we expect the bulk of the revenues to result from our downstream royalty or profit-share rights and commercial milestone payments. Our approach to partnering has been to maximize the expected net present value of our stakes in future antibody drugs. We believe this approach will maximize free cash flow over the long term and the overall value of our business.

Our programs broadly fall into two categories:

AbCellera-led Programs

Our growing internal pipeline consists of programs for which AbCellera leads the discovery and development of drug candidates. AbCellera-led programs account for an increasingly large share of AbCellera’s research and development investments and value.

We anticipate topline data readouts for our two most advanced AbCellera-led programs, ABCL635 and ABCL575, in Q3 and Q4 2026, respectively. We anticipate submitting INDs/CTAs for the next two AbCellera-led programs, ABCL688 and ABCL386, in 2027 and commencing their clinical development thereafter. We also anticipate progressing additional internal programs into selection of development candidates for IND-enabling activities within the near-to-medium term. Decisions on the selection, prioritization, continuation, partnering, or out-licensing of internal programs in our pipeline are supported by: an ongoing evaluation of the program's expected net present value, taking into account its risks, commercial prospects, development costs, and timelines, while accounting for the opportunity cost relative to other programs, and the constraints of our available capabilities, capital, and resources.

Partner-led Programs

Nearly all partner-led programs as of today started as partner-initiated programs where partners have come to us with a target in mind and have worked with us to turn their idea into an antibody drug candidate. This is our first program type, dating back to 2014.

The volume of programs of this type was historically high. As of December 31, 2025, we had started 104 partner-initiated programs that included downstream milestones, royalty stakes, or co-ownership. Through selectively entering into new and expanded partnerships, we continue to add programs to this portfolio.

We have worked closely with our partners on these programs, leveraging their insights and expertise in target and disease biology and modality, while using our discovery and development capabilities to create value. Depending on the terms of the program, we may perform work from target specification as far as the delivery of a final drug candidate. For some large or well-enabled partners, we hand our work off at an earlier stage, allowing our partner to work with our panel of characterized antibodies, while leveraging their proprietary data.

Figure 6: Progress of partner-initiated program starts with downstream participation*.

* Excludes AbCellera-initiated and Trianni-license program. As of December 31, 2025. Historical results are not necessarily indicative of future results.

Of the 104 partner-initiated programs with downstream participation that we had started as of December 31, 2025, we were still actively leading or co-leading the work on 14 of them. For 84 programs, we have successfully completed the agreed scope of work and transferred the resulting antibody sequences and data to our partners for evaluation and further development under their leadership. For a historical total of six programs – less than 10% – we did not succeed in finding antibodies that met the partner’s target specifications.

To the best of our knowledge, our partners are actively progressing 34 of the 84 programs and have decided not to progress the remaining 50.

Of the 48 programs that are actively progressing, we believe that 37 are in late-stage discovery, five in preclinical development, and six have reached clinical development. Overall, we view the progress of the molecules we have discovered, in our hands and those of our partners, positively. Approximately one half of all programs with downstream participation that we have started are currently still progressing.

Our portfolio and pipeline are well-diversified

We believe an optimal portfolio is diversified, long-term, and robust. Diversification reduces the risk associated with individual drug development programs. Because our capabilities are broadly applicable to antibody-based drug development, we can access the full depth and breadth of different therapeutic indications and programs in the biotechnology industry. Our resulting portfolio of stakes in partner-led programs and our internal pipeline are well-diversified across therapeutic areas, modalities, and partner types.

Drivers of value in our portfolio and pipeline

The value of our portfolio and pipeline is driven by several factors, which we believe include:

•Our number of downstream stakes in drug discovery programs (our “program starts”);

•The probability of success of a drug discovery program;

•The expected timeline for a program to proceed through development and to commercial sales;

•The potential for upfront payments from out-licensing or partnering pipeline assets;

•The expected resulting commercial sales if a program is successful;

•Our economic stake in a program’s commercial success (with most of the value being defined by the royalty rates associated with each program); and

•The value of other downstream stakes which we may obtain as part of our agreements.

We invest in and operate our business with the belief that we can favorably impact each driver of value in our portfolio:

Program starts. Each program that we start has the potential to turn an idea into a new marketed drug. The investments we have made in our capabilities and capacity for business development enable us to connect with, and credibly pursue, an increasing number of therapeutic ideas in our industry. We believe our ability to connect with and pursue such ideas is reflected in the large number of programs we have launched internally and with partners.

We believe our ability to unlock new types of targets puts us in a position to continue driving growth. In pursuing the growth of our pipeline and portfolio, we are mindful of the strong connection between commercial success of our programs and our largest payouts, as well as of opportunity costs. We do not aim to maximize our number of program starts. Instead, we choose to pursue ideas internally and engage with partners for programs that we believe have the potential to deliver first-in-class antibody drugs with strong commercial prospects, be they initiated by a partner or by us.

Probability of success. For a drug development program to ultimately achieve commercial success, several conditions generally need to be met: the therapeutic hypothesis must be valid; the drug candidate must be optimal-for-purpose (e.g., effective, safe, manufacturable); the clinical trials must be designed and run appropriately; a significant medical need must be met; regulatory, logistical, and commercial matters must be handled well; and good organizational and financial support must be established and maintained throughout. Failure on any one factor often leads to program failure overall. Historically, such failures have led to success rates for drug development programs estimated at mid-single digit percentages.

Through our investments and capabilities, we aim to raise the probability of success of the programs in our pipeline and portfolio. The investments we have made are primarily driven by our goal of finding and developing optimal drug candidates and enhancing the likelihood that a program will succeed on this critical factor. Our investments include the technology development efforts we have made to repeatedly deliver successful drug candidates in areas where particularly high technical challenges and high unmet medical needs exist, such as those associated with GPCRs, ion channels, and multispecifics.

Information on the other success factors may be uncertain and limited (or unavailable to us) at the time of program inception. However, our approach to program and partner selection includes evaluating all available information to steer our work toward programs that do not raise concerns on these factors. As a result, we believe that we are enriching our pipeline and portfolio for programs with an above-industry-average probability of success.

Timelines. Development of a commercialized drug from program start is estimated to commonly take from eight to fourteen years, followed by approximately over a decade of patent-protected potential sales. Within this overall time frame, drug discovery and preclinical development is estimated to typically take three to five years with the remainder taken up largely by clinical development.

With our investments in our integrated target-to-clinic capabilities, we are aiming to reduce the time required for discovery and development.

Accelerating drug development – beyond the obvious benefit for patients – positively impacts the value of an ultimately successful drug in two ways. First, it increases the drug’s chance of being first (or next) to market with a large and lasting impact on market share. Second, it brings forward all positive cash flows from a program with a corresponding impact on their net present value.

Notably, some programs in our pipeline and portfolio may progress faster than average for reasons beyond the speed of our discovery and development capabilities. This can be the case for therapeutics against rare diseases; those with breakthrough designation; drugs that are best-in-class and following a well-understood development path; in a pandemic response situation (as demonstrated by bamlanivimab and bebtelovimab, two therapeutic antibodies against COVID-19 discovered by AbCellera); and in animal therapeutics.

Upfront payments from out-licensing or partnering pipeline assets. When a drug developer licenses or partners a drug or drug candidate with another party for further clinical or commercial development, the original owner commonly negotiates an upfront payment. Such payments reflect a portion of the expected value of the molecule. As such, the size of such payments related to a drug or drug candidate typically scales with the drivers of its value: expected peak sales if approved; remaining risk to achieve marketed status; and expected additional development and commercialization costs. Upfront payments are typically negotiated in combination with milestone payments and royalties in an out-licensing or partnering agreement.

AbCellera has the potential to earn significant upfront payments from out-licensing or partnering pipeline assets from internal programs. Market transactions between other drug developers have been reported with upfront payment amounts, e.g., for T-cell engagers in the double-digit million-dollar range, while those for potentially more valuable GPCR-targeting drug candidates have shown triple-digit million-dollar amounts, depending on the stage of their preclinical or clinical development.

Commercial sales. Today’s antibody drugs generate average peak sales of well over $1 billion, following several years of ramping sales after commercialization. Substantial annual sales typically continue until the drug patents expire. The average sales of drugs fall into a long-tailed distribution of peak sales. This distribution includes some drugs with sustained annual sales of tens of billions of dollars, many with annual sales over $1 billion (so-called “blockbusters”), and many with more limited commercial success.

We aim to position our portfolio with particular exposure to drug candidates with high and very high commercial potential. We believe that we can achieve this in three ways:

1.By achieving the technical breakthroughs that allow us to develop first-in-class drug candidates in high-value therapeutic applications where others have struggled or failed (e.g., based on GPCRs, ion channels, multispecifics);

2.By accelerating antibody discovery and preclinical development to increase chances of the resulting drug being first- or next-to-market, with correspondingly large market share (as discussed above); and

3.By following an approach to program and partner selection that avoids programs with apparently low commercial potential and clinical development risk.

Royalty rates. Royalties are the economic expression of our win-win approach to partnering, linking our financial success in a program to our partner’s success and to the commercialized drug’s benefit to patients. Royalties on net sales are nearly 100%-margin revenue to the recipient, less volatile than a share of profits, and inherently protected against inflation.

The level of royalties to us which our partners agree to directionally, depends on:

•The value we add to the program;

•Our partner’s appreciation of the value we add to the program;

•Our investment in the program; and

•The degree to which we emphasize near-term and milestone payments in the agreement structure.

We add more value to a program when we overcome challenging obstacles, accelerate the program, avoid costs for our partner, and improve the program’s chances of success, e.g., by providing superior drug candidates. The investments in our technology and capabilities – including forward integration along the value chain – have all enhanced the opportunity and ability to add more value to programs.

A partner’s recognition of the value we add to their program grows with each successful demonstration of our capabilities, either when we can show results from our work, particularly from internal programs, or during the inaugural programs we complete with them. Our investments in programs depend on the program type. Investments are minimal in the case of partner-initiated discovery programs, where we typically cover the marginal cost of our work with near-term payments. For internal programs, our investments in the form of our initial technology development (and the subsequent advancement of development work for a particular program) are more substantial. When we enter into a partner-initiated co-development program, our initial investment during discovery and development is limited. However, the option to keep investing at cost in consecutive stages of development allows us to achieve a deeper royalty (or equivalent) position. All else equal, a greater investment by us generally translates into a higher royalty rate or equivalent for a program.

For commercial reasons, we do not disclose the specific economic terms of each partnership agreement, which are generally bespoke. Instead, we report on the average and distribution of royalty rates in our portfolio.

Our average royalty rates reflect the increasing value we create

The range and progression of our royalty (and equivalent) positions reflect the value that we create and our ability to capture that value.

As of December 31, 2025, we have started 104 partner-initiated programs with downstream participation. These 104 programs have a mean royalty rate of 3.3%. The average negotiated rate for such programs has increased over time, reflecting the dynamics discussed above. Between 2015 and 2019, we agreed to a mean royalty rate of 2.4% across 37 partner-initiated programs with downstream participation contracted in the period; we note that contracts often include multiple program slots that represent potential future program starts. Between 2020 and 2025, we negotiated an increased mean royalty rate of 4.2% across our programs with downstream participation signed in the period and our agreement to partner our COVID-19 antibody asset to Eli Lilly and Company. A quarter of these programs signed in the 2020 to 2025 period can achieve royalty rates above 5.0%.

Our position in a co-development program generally reflects our proportionate contribution to the program. The royalty (or equivalent) rates that apply at each point where we can continue our co-investments depend on our cumulative contribution to the program's funding. Even at an early point, the rates we stand to earn from such a program generally exceed the agreed-to royalty rates of our partner-initiated discovery programs.

Other downstream economic stakes. In addition to royalty positions, we have included and expect to continue to include other downstream stakes in our agreements for programs.

On a case-by-case basis, we may negotiate additional means of capturing value in addition to a reasonable royalty or equivalent position, including equity or equity-like positions, options for deeper investment, or larger near-term payments.

OTHER MATTERS

Intellectual Property

We strive to protect the proprietary technologies that we believe are important to our business, including seeking and maintaining patent protection for the compositions of matter of our drug candidates, their methods of use, related technology, and other inventions that are important to our business.

Our success depends in part on our ability to obtain and maintain intellectual property protection for the components of our discovery and development capabilities and drug candidates arising from the same; to defend and enforce our patents, to preserve the confidentiality of our trade secrets, and to operate without infringing valid and enforceable patents and other proprietary rights of third parties; and to identify new opportunities for intellectual property protection.

As of December 31, 2025, we owned or exclusively licensed more than 110 issued or allowed patents and more than 50 pending patent applications worldwide. We own registered trademarks and trademark applications for AbCellera, Celium, Orthomab, TetraGenetics, TetraExpress, Trianni, and the Trianni Mouse in the U.S., Canada, Australia, and/or Europe.

Obtaining patent protection is not the only way we protect our proprietary rights. We also utilize other forms of intellectual property protection, including trademark, copyright, internal know-how, and trade secrets, when those other forms are better suited to protect a particular aspect of our intellectual property. We believe that our comprehensive approach to intellectual property protection strengthens our proprietary rights. It is our policy to require our employees, consultants, outside scientific collaborators, sponsored researchers and other advisors to execute confidentiality and invention assignment agreements upon accepting employment or consulting relationships with us. These agreements provide that all confidential information concerning our business or financial affairs developed or made known to the individual during the

individual’s relationship with us is to be kept confidential and not disclosed to third parties, except in specific circumstances. In the case of employees, the agreements provide that all inventions conceived by the individual, related to our current or planned business or research and development or made during normal working hours, on our premises or using our equipment or proprietary information, are our exclusive property. We are diligent in taking precautions that our proprietary information is not released to third parties through the use of security measures. Our trade secrets encompass certain reagent compositions and concentrations, nucleic acid vector sequences, and immunization protocols.

Data Rights

Our product to partners is data on the composition of matter of antibodies and their properties. We enter into contracts that grant us the right to use the data we generate to improve our discovery and development capabilities and fuel machine-learning algorithms. We maintain strict firewall protocols so target-specific data derived from a partner cannot be used to inform the discovery on another project by a different partner.

Patent Portfolio

We have developed an expansive patent portfolio with claims related to multiple aspects of our discovery and development capabilities, beginning with our first patent applications exclusively licensed from UBC in 2013. We continuously assess new ways to improve our technology platform through license or acquisition of third-party patent portfolios, as was the case with our acquisitions of Lineage in 2017 and the OrthoMab platform from Dualogics, LLC, or Dualogics, in 2020; our acquisition of Trianni, Inc., or Trianni, in 2020; our acquisition of TetraGenetics, Inc. in 2021; and our license agreements with Alloy Therapeutics, Inc., or Alloy Therapeutics.

Our patent prosecution strategy encompasses protecting our discovery and development capabilities and related methods.

UBC License

In December 2013, we executed a license agreement with UBC, or the UBC License, to gain a worldwide, exclusive license to certain patents, or the UBC Patents, patented at UBC by Dr. Hansen and his team for the later of 20 years from the start date of the UBC License, or the expiry date of the last patent licensed under the UBC License. Under the terms of the UBC License, we have the right to sublicense a subset of the UBC Patents and a worldwide, exclusive license to UBC Improvements and/or Joint Improvements on these Patents solely in the antibody field of use. In addition, for a second subset of the UBC Patents, we have a worldwide, exclusive license to use and sublicense solely within the antibody field of use.

Under the terms of the UBC License, we paid a CAD $0.1 million initial license fee and pay annual license fees to UBC during the term of the UBC License. We also pay UBC a low double digit royalty of our sublicensing revenue during the term of the UBC License, and, per an amendment to the UBC License, a small one-time payment for each partner program for the use of the technology during antibody screening. UBC was also granted a low double-digit percent equity position in our company as further consideration for the exclusive license in 2013.

Under the terms of the UBC License, in consultation with UBC we manage the filing, maintenance and prosecution of the licensed patents and we pay all costs associated with the same while we control all litigation associated with the licensed patents.

UBC may terminate the license under certain circumstances, including in the case of our insolvency, winding up or liquidation, if a court or similar process is levied on the rights under the agreement or on money due to UBC that is not released, if the subject technology becomes subject to a security interest that is not released, if we or any of our directors or officers have materially breached or failed to comply with securities laws, or in the event of certain breaches of, or failure to perform, our obligations under the license or other agreements between us and UBC. Either party may terminate the license for any breach not remedied within specific time periods.

The UBC Core Patents

The UBC Core Patent license includes a patent family directed toward certain systems, devices and methods for microfluidic cell culture. This patent family includes five issued U.S. patents. Issued patents from this family are expected to expire as early as July 2031, absent any disclaimers or extensions available.

The UBC Core Patent license also includes a patent family directed toward systems and methods for assaying binding interactions between a protein produced by a single cell, e.g., an antibody produced by a single B cell, and a second biomolecule (e.g., antigen) in microfluidic chambers and devices. This patent family includes thirteen issued U.S. patents and one pending U.S. non-provisional patent application. Issued patents from this family are expected to expire in July 2031, absent any disclaimers or extensions available.

A patent family directed toward methods for assaying functional properties exhibited by a protein produced by a single cell, e.g., an antibody produced by a single B cell, and a second biomolecule (e.g., antigen) in microfluidic chambers and devices is also included in the UBC Core Patent license. This patent family includes patents issued in the U.S. and Australia and granted in Europe, Japan, and Korea, as well as three pending foreign counterpart patent applications. Issued patents from this patent family are expected to expire in March 2034, absent any disclaimers or extensions available.

Lastly, the UBC Core Patent license includes a patent family directed toward methods for determining lymphocyte receptor chain pairs, for example, antibody heavy and light chain pairs. This patent family includes three issued U.S. patents, three granted patents in Europe, and one granted patent in Canada. Issued patents from this patent family are expected to expire in May 2035, absent any disclaimers or extensions available.

Lineage

The Lineage patent portfolio complements our single-cell microfluidic intellectual property with downstream methods of sequencing reaction preparation, immune RepSeq and analysis. The immune repertoire patents and applications that we obtained from Lineage form the basis for the sequencing technologies that we currently use in our discovery and development capabilities.

The acquisition of Lineage included a patent portfolio comprising four patent families. One patent family is directed toward methods of determining the immune repertoire of a subject. This patent family includes three granted patents in Europe, one issued patent in China, one issued patent in Canada, and one issued patent in Hong Kong. This patent family also includes one pending foreign counterpart patent application. Issued patents from this patent family are expected to expire in March 2034, absent any disclaimers or extensions available.

Another patent family is directed toward tagging target oligonucleotides. This patent family includes three issued U.S. patents, one issued patent in China, and two granted patents in Europe. This patent family also includes one pending U.S. non-provisional patent application and one pending foreign counterpart patent application. Issued patents from this patent family are expected to expire in March 2034, absent any disclaimers or extensions available.

An additional patent family is directed toward methods for detection of isotype profiles as signatures for disease. This patent family includes one patent issued in each of Japan, China, Europe, and Canada. This patent family also includes one pending foreign counterpart patent application. Issued patents from this patent family are expected to expire in September 2032, absent any disclaimers or extensions available.

Lastly, the Lineage patent portfolio includes a patent family directed toward compositions and methods for analyzing heterogeneous samples. This patent family includes a granted patent in Europe and an issued patent in Hong Kong. Issued patents from this patent family are expected to expire in September 2032, absent any disclaimers or extensions available.

OrthoMab

As part of our agreement to purchase certain assets from Dualogics related to its OrthoMab bispecific antibody platform, we were assigned Dualogics’ interests and rights to that certain Exclusive License Agreement between Dualogics and the University of North Carolina at Chapel Hill, effective February 22, 2019, or the UNC Agreement. Under the UNC Agreement, we have a non-exclusive license to UNC’s rights under three patent families.

One patent family is directed toward methods of producing an antigen-binding fragment, or Fab. This patent family includes three issued U.S. patents, and one patent granted in Europe. Issued patents from this patent family are expected to expire in March 2034, absent any disclaimers or extensions available.

Another patent family is directed toward IgG bispecific antibodies and processes for preparation. This patent family includes two issued U.S. patents and one foreign counterpart patent application. Any patents that issue from this patent family are expected to expire in January 2036, absent any disclaimers or extensions available.

The last patent family is directed toward methods for producing Fabs and IgG bispecific antibodies. This patent family includes one granted U.S. patent, one pending U.S. non-provisional patent application, and one pending foreign counterpart patent application. Any patents that issue from this patent family are expected to expire in December 2037, absent any disclaimers or extensions available.

Under the terms of the OrthoMab asset purchase, we granted Dualogics a sublicense under the three patent families to develop, market, sell, and otherwise commercialize its existing programs related to the OrthoMab technology.

Under the terms of the UNC Agreement, we are required to pay UNC low single-digit royalties on net sales of clinically approved and other drugs as well as sublicense fees. The term of the license and our obligation to pay royalties continue for the life of the agreement or until the last expiring patent, whichever comes first. UNC may terminate the agreement

governing the license if we have not practiced the technology for a period of two years, or if there is a material breach by us of the agreement and we fail to cure such breach, which breaches include but are not limited to our failure to deliver payment to UNC when due, to provide progress reports, to meet or achieve performance milestones or to possess and maintain insurance, or the execution of a sublicense that complies with the terms of the agreement. We may terminate the agreement at any time upon at least 60 days’ notice to UNC.

Trianni

Through our acquisition of Trianni, we acquired all existing intellectual property including issued patents and pending applications worldwide relating to the flagship Trianni mouse and new platforms in development. We also acquired Trianni’s trademarks including the terms “Trianni” and “Trianni Mouse”, that have been issued in the United States and various other jurisdictions worldwide.

The Trianni intellectual property portfolio includes issued patents and pending applications in the U.S. and certain jurisdictions around the world.

In one patent family, the patents are directed to transgenic animals and methods of use. This patent family includes thirteen issued patents including in the U.S., Australia, the Russian Federation, Europe, India, Israel, Canada, China, and Japan. Patents issuing from this family are expected to expire in July 2031, absent any disclaimers or extensions available.

Another patent family is directed to enhanced production of immunoglobulins. This patent family includes seven issued patents including in the U.S., Israel, Australia, Europe, Canada, and Japan. There are three pending applications including one in the U.S. and two in pending foreign counterparts, including Europe and Australia. Any patents that issue from this family are expected to expire in February 2037, absent any disclaimers or extensions available.

Another patent family is also directed to enhanced production of immunoglobulins. This patent family includes three issued patents in Australia, Europe, and Israel and two pending applications in Canada and China. Any patents that issue from this family are expected to expire in August 2036, absent any disclaimers or extensions available.

Another patent family is directed to enhanced immunoglobulin diversity. This patent family includes two issued patents in the U.S. and two pending applications, including one in the U.S. and one in Europe. Issued patents from this family are expected to expire in November 2036, absent any disclaimers or extensions available.

Another patent family is directed to transgenic mammals that express canine-based immunoglobulins. This patent family contains two issued U.S. patents. Issued patents from this family are expected to expire in July 2031, absent any disclaimers or extensions available.

Another patent family is directed to transgenic mammals that express bovine-based immunoglobulins. This patent family contains one issued U.S. patent. Issued patents from this family are expected to expire in July 2031, absent any disclaimers or extensions available.

Another patent family is directed to transgenic mammals that express canine-based immunoglobulins. This patent family contains five pending applications in Australia, Canada, Europe, Israel, and Korea. This patent family contains two issued patents in China and Japan. Issued patents from this family are expected to expire in July 2039, absent any disclaimers or extensions available.

Another patent family is directed to single chain VH and heavy chain antibodies. This patent family includes six issued patents including in the U.S., Canada, Australia, Europe, Israel, and Japan. There is one pending application in the U.S. Issued patents from this family are expected to expire in July 2038, absent any disclaimers or extensions available.

Another patent family is directed to long germline DH gene and long HCDR3 antibodies. This patent family contains one issued patent in the U.S., and one pending application in the U.S. Issued patents from this family are expected to expire in October 2037, absent any disclaimers or extensions available.

Another patent family is directed to transgenic rodents expressing chimeric equine-rodent antibodies. This patent family contains eight pending applications including in the U.S., China, Australia, Korea, Japan, Israel, Canada, and Europe. Issued patents from this family are expected to expire in May 2042, absent any disclaimers or extensions available.

Another patent family is directed to Adam6 knock-in mice. This patent family contains one issued patent in Europe. The issued patent is expected to expire in August 2039, absent any disclaimers or extensions available.

Another patent family is directed to heavy chain-only antibodies. This patent family contains six pending applications, including in Australia, Canada, Korea, Israel, and Japan. This patent family contains two issued patents in China and Europe. Issued patents from this family are expected to expire in September 2040, absent any disclaimers or extensions available.

CD3 T-Cell Engagers

Our discovery and development capabilities have directly led to our discovery of novel CD3 T-cell engagers. Our CD3 T-cell engager portfolio consists of a patent family that is directed to novel CD3-binding antibodies (including bispecific antibodies capable of binding both CD3 and a tumor antigen), and methods of using the CD3-binding antibodies in treating hyperproliferative disorders or autoimmune disorders. This patent family has one pending application in the U.S. Issued patents from this family are expected to expire in March 2043, absent any disclaimers or extensions available.

Anti-OX40L Antibodies

Our discovery and development capabilities have also directly led to our discovery of novel anti-OX40L antibodies. Our OX40L portfolio consists of a patent family that is directed to novel anti-OX40L antibodies, and methods of using the anti-OX40L antibodies to treat atopic dermatitis. This patent family has one pending International (PCT) patent application. Patents issued to this family are expected to expire in October 2044, absent any disclaimers or extensions.

Anti-NK3R Antibodies

Our discovery and development capabilities have also directly led to our discovery of novel anti-NK3R antibodies. This portfolio consists of a patent family that is directed to novel anti-NK3R antibodies, and methods of using the anti-NK3R antibodies to treat vasomotor symptoms. This patent family has one pending International (PCT) patent application. Patents issued to this family are expected to expire in October 2044, absent any disclaimers or extensions.

AbCellera

We also aim to continue developing our intellectual property portfolio. We currently own several recently filed pending U.S. non-provisional patent applications directed toward methods for high-throughput screening of multispecific antibody libraries and anti-coronavirus antibodies and methods of use.

The term of individual patents depends upon the legal term of the patents in the countries in which they are obtained. In the countries in which we file, the patent term is 20 years from the earliest non-provisional filing date, subject to any disclaimers or extensions. The term of a patent in the United States can be adjusted due to any failure of the United States Patent and Trademark Office following certain statutory and regulation deadlines for issuing a patent.

In the United States, the patent term of a patent that covers an FDA-approved drug may also be eligible for patent term extension, which permits patent term restoration as compensation for a portion of the patent term lost during the FDA regulatory review process. The Hatch-Waxman Act permits a patent term extension of up to five years beyond the original expiration of the patent. The protection provided by a patent varies from country to country, and is dependent on the type of patent granted, the scope of the patent claims, and the legal remedies available in a given country.

For a discussion of the risks we face relating to intellectual property, see “Risk Factors” herein.

Government Regulation

Our focus is on the discovery and development of antibodies for ourselves and for our partners to improve patients’ lives. We are involved in the discovery, development, manufacturing, and clinical trials activities of these prospective future medicines. As such, we are subject to many regulations, including those governing our laboratory facilities, drug manufacturing, clinical trials, and businesses in the private sector more generally. In 2025, we started our own clinical trials and are subject to many of the regulations that ordinarily apply to companies in the life sciences, biotechnology, and pharmaceutical sectors and industries.

Government authorities in the United States, at the federal, state, and local level, Canada, and in the European Union, or E.U., and other countries and jurisdictions, extensively regulate, among other things, the research, development, testing, manufacturing, quality control, approval, labeling, packaging, storage, record-keeping, promotion, advertising, distribution, post-approval monitoring and reporting, marketing and export and import of pharmaceutical products, including biological drugs such as those that our partners develop. The processes for obtaining marketing approvals in the United States, Canada and in foreign countries and jurisdictions, along with subsequent compliance with applicable statutes and regulations and other regulatory authorities, require the expenditure of substantial time and financial resources.

We and our partners will be subject to various regulations in applicable jurisdictions governing, among other things, clinical studies and any commercial sales and distribution of their drugs. Whether or not we and our partners obtain approval from the U.S. Food and Drug Administration, or FDA, Health Canada, or the European Commission for the E.U. for a drug, we and they must obtain the requisite approvals from regulatory authorities in foreign countries before the commencement of clinical studies or marketing of the drug candidate in those countries. The requirements and process

governing the conduct of clinical studies, drug licensing, coverage, pricing and reimbursement vary from country to country.

U.S. Review and Approval Process

Biological medicines are subject to regulation under the Federal Food, Drug, and Cosmetic Act, the Public Health Service Act, and other federal, state, local, and foreign statutes and regulations. Our drug candidates must be approved by the FDA before they may be legally marketed in the United States and by the appropriate foreign regulatory agency before they may be legally marketed in foreign countries.

The process required by the FDA before a biologic may be marketed in the United States generally involves the following:

•Completion of extensive non-clinical (sometimes referred to as preclinical) laboratory tests and preclinical animal trials, and applicable requirements for the humane use of laboratory animals and formulation studies in accordance with applicable regulations, including GLP (Good Laboratory Practices).

•Submission to the FDA of an IND (Investigational New Drug) application, which must become effective before human clinical trials may begin.

•Performance of adequate and well-controlled human clinical trials according to the FDA's regulations commonly referred to as cGCP (current Good Clinical Practice) regulations and any additional requirements for the protection of human research subjects and their health information, to establish the safety and efficacy of the proposed biological drug for its intended use.

•Submission to the FDA of a BLA (Biologics License Application) for marketing approval that includes substantive evidence of safety, purity, and potency from results of non-clinical testing and clinical trials.

•Satisfactory completion of an FDA inspection of the manufacturing facility or facilities where the biological drug is produced to assess compliance with cGMP (current Good Manufacturing Practice) requirements to assure that the facilities, methods, and controls are adequate to preserve the biological drug identity, strength, quality, and purity.

•Potential FDA audit of the non-clinical and clinical study sites that generated the data in support of the BLA.

•FDA review and approval, or licensure, of the BLA.

Clinical Trial Phases

Human clinical trials are typically conducted in sequential phases that may overlap or be combined:

•Phase 1: The biological drug candidate is initially introduced into healthy human volunteers and tested for safety. In the case of some drugs for severe or life-threatening diseases, especially when the drug may be too inherently toxic to ethically administer to healthy volunteers, the initial human testing is often conducted in patients.

•Phase 2: The biological drug candidate is evaluated in a limited patient population to identify possible adverse effects and safety risks, to preliminarily evaluate the efficacy of the drug for specific targeted diseases, and to determine dosage tolerance, optimal dosage, and dosing schedule.

•Phase 3: Clinical trials are undertaken to further evaluate dosage, clinical efficacy, potency, and safety in an expanded patient population at geographically dispersed clinical study sites. These clinical trials are intended to establish the overall risk/benefit ratio of the drug and provide an adequate basis for drug labeling.

Ongoing Regulatory Oversight

During all phases of clinical development, regulatory agencies require extensive reporting, monitoring, and auditing of all clinical activities, clinical data, and clinical study investigators.

A sponsor, an institutional review board (“IRB”) or independent ethics committee, the FDA, or other regulatory or monitoring authorities may suspend a clinical study at any time on various grounds, including a finding that the research subjects or patients are being exposed to an unacceptable health risk, or failure to conduct the clinical trial in accordance with regulatory requirements.

Canadian Review and Approval Process

In Canada, biologic drug candidates and research and development activities are primarily regulated by the Food and Drugs Act and its associated rules and regulations, which are enforced by Health Canada. Health Canada regulates the research, development, testing, manufacture, packaging, storage, recordkeeping, labeling, advertising, promotion, distribution, post-approval monitoring, marketing, and import/export of pharmaceutical products, including biologic drugs.

Regulatory Standards

Regulators require adherence to rigorous standards throughout the development process:

•GLP (Good Laboratory Practices): Required during preclinical toxicology studies.

•cGCP (current Good Clinical Practice): Required during clinical development.

•cGMP (current Good Manufacturing Practice): Required during the manufacture and testing of drug products.

Principal Steps for Drug Approval in Canada

1. Preclinical Toxicology Studies

Non-clinical studies are conducted in vitro and in animals to evaluate pharmacokinetics, metabolism, and possible toxic effects. These studies provide evidence of safety before the drug candidate is administered to humans.

2. Clinical Trial Application (CTA)

Before human clinical trials can begin, a Clinical Trial Application (CTA) must be submitted to Health Canada. The trial may only proceed after the required number of days has lapsed without objection from Health Canada.

•Biologics Note: Because biological drugs carry additional risks related to manufacturing complexity and potential adventitious agents, the quality information requirements are more stringent than those for standard small-molecule drugs.

3. Clinical Trials and Oversight

•Phases: Human clinical trials are typically conducted in three sequential phases (Phase 1, 2, and 3), similar to the U.S. process.

•Ethics Review: In Canada, Research Ethics Boards (REBs) are used instead of Institutional Review Boards (IRBs) to review and approve clinical trial plans.

•Reporting: Progress reports must be submitted at least annually to Health Canada and the applicable REBs, with more frequent reporting required for serious adverse events.

4. New Drug Submission (NDS)

Upon successful completion of Phase 3 trials, the sponsor assembles all preclinical and clinical data, as well as information regarding chemistry, manufacture, and controls, and submits it to Health Canada as a New Drug Submission (NDS).

•Health Canada reviews the NDS to grant approval to market the drug.

•The review process can take several years and requires substantial financial resources.

Post-Approval Requirements and Monitoring

Even after approval, Health Canada maintains significant oversight:

•Approval Limitations: Health Canada may limit the approved indications, require specific warnings/contraindications on labels, or mandate post-approval studies and surveillance programs.

•Lot Release: Biologic drugs are monitored via a lot-release schedule. High-risk biologics may require every lot to be tested by Health Canada before being released for sale.

•Market Restrictions: Health Canada may prevent or limit further marketing based on results from post-marketing studies or surveillance.

Additional Regulation

In addition to the foregoing, provincial, state, and federal U.S. and Canadian laws regarding environmental protection and hazardous substances affect our business. These and other laws govern our use, handling, and disposal of various biological, chemical, and radioactive substances used in, and wastes generated by, our operations. If our operations contaminate the environment or expose individuals to hazardous substances, we could be liable for damages and

governmental fines. We believe that we are in material compliance with applicable environmental laws and that continued compliance therewith will not adversely affect our business. We cannot predict, however, how changes in these laws may affect our future operations.

Anti-Corruption Laws

We are subject to the U.S. Foreign Corrupt Practices Act of 1977, as amended, or the FCPA, the U.S. domestic bribery statute contained in 18 U.S.C. § 201, the U.S. Travel Act, the USA PATRIOT Act, the Canadian Corruption of Foreign Public Officials Act, and possibly other state and national anti-bribery and anti-money laundering laws in countries in which we conduct activities, such as the UK Bribery Act 2010 and the UK Proceeds of Crime Act 2002, or collectively, Anti-Corruption Laws. Among other matters, such Anti-Corruption Laws prohibit corporations and individuals from directly or indirectly paying, offering to pay or authorizing the payment of money or anything of value to any foreign government official, government staff member, political party or political candidate, or certain other persons, to obtain, retain or direct business, regulatory approvals or some other advantage in an improper manner. We can also be held liable for the acts of our third-party agents under the FCPA, the Canadian Corruption of Foreign Public Officials Act, the UK Bribery Act 2010 and possibly other Anti-Corruption Laws. In the healthcare sector, anti-corruption risk can also arise in the context of improper interactions with doctors, key opinion leaders, and other healthcare professionals who work for state-affiliated hospitals, research institutions, or other organizations.

Available Information

Our website address is www.abcellera.com. Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, including exhibits, proxy and information statements and amendments to those reports filed or furnished according to Sections 13(a), 14, and 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, are available through the “Investors” portion of our website free of charge as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. Information on our website is not part of this Annual Report on Form 10-K or any of our other filings with the SEC unless specifically incorporated herein by reference. In addition, our filings with the SEC are available on the SEC’s website at www.sec.gov. All statements made in any of our filings with the SEC or documents available on our website, including all forward-looking statements or information, are made as of the date of the document in which the statement is included, and we do not assume or undertake any obligation to update any of those statements or documents unless we are required to do so by law.

Our code of conduct, corporate governance guidelines and the charters of our Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee are available through the “Investors” portion of our website.

Item 1A. Risk Factors.

Risks Related to Our Financial Position and Need for Additional Capital

We have incurred losses in certain years since inception, including in 2025, and we may not be able to generate sufficient revenue to achieve profitability.

We expect to continue to incur expenditures as we operate our business. We expect to incur losses for the foreseeable future. We cannot accurately predict the timing or amount of our increased expenses, or when, if at all, we may achieve profitability. Our net loss for the years ended December 31, 2025 and 2024 was $146.4 million and $162.9 million, respectively. Our accumulated losses at December 31, 2025 and accumulated earnings at 2024 was $29.5 million and $116.9 million, respectively.

Our success depends on our ability to develop and monetize a drug, either independently or through significant economic participation. Unless and until either of those events occur, we do not anticipate being able to generate sufficient revenue to achieve profitability.

Developing a drug on our own will require us to succeed in a range of challenging activities that are still in the preliminary stages, including developing drug candidates, obtaining regulatory approval, manufacturing, and commercializing approved drugs. We may never succeed in these activities and generate revenue from drug sales from our internal pipeline that are significant enough to achieve profitability.

Even if we achieve profitability, it may not be sustained. Our failure to become or remain profitable would depress our market value and impair our ability to raise capital, expand our pipeline, develop drug candidates, or continue our operations. A decline in the value of our company could also cause our stockholders to lose all or part of their investment.

Our revenue has fluctuated from period to period, and our revenue for any historical period may not be indicative of results that may be expected for any future period.

We have, and continue to receive, revenue from our partnership contracts and are eligible to receive future milestones and royalties related to potential future success of antibodies that we have discovered under past and existing agreements. We are unable to predict whether and the extent to which the minimum annual payments under our partnership agreements will be exceeded, or the timing of the achievement of any milestones under these agreements, if they are achieved at all. In some cases, the timing and likelihood of payments to us under these agreements is dependent on our partners’ successful utilization of the antibodies discovered using our discovery and development capabilities, which is outside of our control. Because of these factors, our revenue could vary materially from period to period.

Our quarterly and annual operating results have fluctuated significantly in the past and may fluctuate significantly in the future, making it difficult to predict our future operating results and could cause our operating results to fall below expectations.

Our quarterly and annual operating results have fluctuated in the past and may fluctuate in the future, making it difficult to predict our future operating results. These fluctuations may occur due to a variety of factors, many of which are outside of our control, including, but not limited to:

•interest income from our cash management strategy, which is subject to variability due to cash, cash equivalents and marketable securities balances and market interest yields available to the Company;

•the timing and cost of, and level of investment in, research, clinical development and commercialization activities relating to our discovery and development capabilities and initiation and advancement of internal programs, which may change from time to time;

•the cost of maintaining and running our GMP facility, activities which are new to us;

•our ability to generate viable development candidates;

•the relative reliability and robustness of our discovery and development capabilities, including our data generation and computational tools;

•the introduction of new technologies, platform features or software, by us or others in our industry;

•costs that we may incur to acquire, develop or commercialize additional technologies;

•costs and fees occurring in litigation that we may be involved in;

•the degree of competition in our industry and any change in the competitive landscape of our industry, including consolidation among our competitors or future partners;

•natural disasters, pandemics, outbreaks of disease or public health crises;

•the timing and nature of any future acquisitions or partnerships;

•future accounting pronouncements or changes in our accounting policies; and

•general social, political and economic conditions and other factors, including inflationary pressures and factors unrelated to our operating performance or the operating performance of our competitors.

The effect of one of the factors discussed above, or the cumulative effects of a combination of factors discussed above, could result in large fluctuations and unpredictability in our quarterly and annual operating results. As a result, comparing our operating results on a period-to-period basis may not be meaningful. Investors should not rely on our past results to indicate our future performance.

We may need to raise additional capital to fund our existing operations, improve our discovery and development capabilities, advance internal programs through the clinic, or expand our operations. If we are unable to raise additional capital on terms acceptable to us or at all or generate cash flows necessary to maintain or expand our operations and pipeline investments, we may not be able to compete successfully, which would harm our business, operations, and financial condition.

Based on our current business plan, we believe our available liquidity from existing cash and cash equivalents, marketable securities, and anticipated cash flows from operations and government contributions, will be sufficient to meet our working capital and capital expenditure needs. Although it is difficult to predict our funding requirements, we do not anticipate the need for additional external funding over at least the next thirty-six (36) months following the date of this report. If our available cash resources together with our anticipated cash flow from operations are insufficient to satisfy our liquidity requirements including because of the realization of other risks described in this report, we may be required to raise additional capital prior to such time through issuances of equity or convertible debt securities, entrance into a credit facility or another form of third-party funding or seek other debt financing, including real estate and asset backed financing on the significant investments we have funded towards our corporate headquarters and GMP facility. Such additional future financing may not be available on terms acceptable to us or at all.

We may consider raising additional capital in the future to expand our business, to pursue strategic investments, to take advantage of financing opportunities or for other reasons. For example, this may include reasons such as to:

•fund development and marketing efforts of our current and future internal and partner programs;

•expand our discovery, development, clinical and regulatory capabilities;

•advance our current and future drug candidates through clinical trials;

•acquire, license or invest in technologies;

•acquire or invest in complementary businesses or assets; and

•finance capital expenditures and general and administrative expenses.

Our present and future funding requirements will depend on many factors, including:

•our ability to achieve revenue growth;

•the cost of expanding our operations, including our GMP activities;

•the initiation and advancement of internal programs and marketing activities associated therewith;

•our rate of progress in, and cost of research and development activities associated with, antibody discovery and development for our internal pipeline;

•the receipt of potential future payments from partners related to milestones, royalties, and licensing;

•the effect of competing technological and market developments;

•costs and fees occurring in litigation that we may be involved in; and

•costs related to any business and operations expansion.

The various ways we could raise additional capital carry potential risks. If we raise funds by issuing equity securities, dilution to our shareholders would result. Any preferred equity securities issued also would likely provide for rights,

preferences or privileges senior to those of holders of our common shares. If we raise funds by issuing debt securities, those debt securities would have rights, preferences and privileges senior to those of holders of our common shares. Debt financing and preferred equity financing, if available, may also involve agreements that include covenants restricting our ability to take specific actions, such as incurring additional debt, selling or licensing our assets, making acquisitions, making capital expenditures, or declaring dividends. For example, in December 2025, we obtained financing secured against our office building held in our Dayhu joint venture. This financing, along with our agreement with the Strategic Response Fund (SRF), previously Strategic Innovation Fund (SIF), subjects us to certain restrictive covenants. Our agreement with the SRF requires that we obtain prior consent for specific corporate actions, such as when an entity acquires 20% or more of our voting securities. Similarly, our December 2025 financing includes covenants that restrict our ability to sell or transfer the secured property without lender consent and change of control provisions when any person or group acquires beneficial ownership of more than 25% of our voting shares. If we fail to comply with these covenants or obtain necessary consents, we could be obligated to repay all or a portion of the contribution amounts from SRF and the outstanding principal under our financing, which would have a material adverse effect on our business, financial condition, and results of operations.

If we are unable to obtain adequate financing or financing on terms satisfactory to us, if we require it, our ability to continue to pursue our business objectives and to respond to business opportunities, challenges, or unforeseen circumstances could be significantly limited, and could have a material adverse effect on our business, financial condition, results of operations, and prospects.

Unstable market and economic conditions may have serious adverse consequences on our business, financial condition, and share price.

From time to time, the global credit and financial markets have experienced extreme volatility and disruptions, including severely diminished liquidity and credit availability, declines in consumer confidence, declines in economic growth, increases in unemployment rates and uncertainty about economic stability. There can be no assurance that future deterioration in credit and financial markets and confidence in economic conditions will not occur. Our general business strategy may be adversely affected by any such economic downturn, volatile business environment or continued unpredictable and unstable market conditions. The financial markets and the global economy may also be adversely affected by the current or anticipated impact of military conflict, including conflicts in Europe and the Middle East and elsewhere, and the related impact on our business and the markets generally. Sanctions imposed by the United States and other countries in response to such conflicts, may also adversely impact the financial markets and the global economy, and any economic countermeasures by the affected countries or others could exacerbate market and economic instability. Continued disruptions in the banking system, both in the U.S. or abroad, may impact our or our customers’ liquidity and, as a result, negatively impact our business and operating results. If the current equity and credit markets deteriorate, the value and liquidity of our cash, cash equivalents and marketable securities may fluctuate substantially and it may make any necessary debt or equity financing more difficult, more costly, and more dilutive. Although we have not realized any significant losses on our cash, cash equivalents, and our diversified portfolio of high credit quality marketable securities, future fluctuations in their value could result in significant losses and could have a material adverse impact on our results of operations and financial condition. In addition, failure to secure any necessary financing in a timely manner and on favorable terms could have a material adverse effect on our strategy, financial performance, and share price. There is also a risk that one or more of our current service providers, manufacturers and other partners may not survive an economic downturn, which could directly affect our ability to attain our operating goals on schedule and on budget.

Risks Related to our Business and the Development and Commercialization of Our Drug Candidates

Our commercial success depends on the quality of our antibody discovery and development capabilities, technological capabilities, the advancement of internal programs, and their acceptance by new and existing partners in our industry.

We utilize our antibody discovery and development capabilities to identify antibodies for further development and potential commercialization by us and our partners. As a result, the quality and sophistication of our discovery and development capabilities is critical to our ability to conduct our research discovery activities and to deliver promising drug candidates. In particular, our business depends, among other things, on:

•our discovery and development capabilities to successfully identify drug candidates on the desired timeframes that can ultimately be used as medicines to prevent and treat diseases;

•our capabilities to successfully advance our current and future drug candidates through clinical trials;

•our ability to successful employ our newly constructed GMP facility to advance our pipeline;

•our ability to utilize our discovery and development capabilities to build a robust pipeline of potential development candidates;

•our ability to partner drug candidates from our internally developed pipeline;

•the rate at which partners continue to develop molecules in which we hold an economic stake;

•the timing and scope of any approval that may be required by regulatory bodies for drugs that are developed based on antibodies discovered by us;

•the impact of our investments in innovation and commercial growth.

There can be no assurance that we will successfully address any of these or other factors that may affect the ability of our discovery and development capabilities to create viable molecules that ultimately lead to commercially viable drugs. If we cannot create commercially viable drugs, our business, financial condition, results of operations, and prospects could be adversely affected.

Failure to execute our business strategy could adversely impact our growth and profitability.

ABCL US Equity

ABCL · 10-K · period ended 2025-12-31

Item 1. Business.

Item 1A. Risk Factors.

ABCL US Equity☆

ABCL · 10-K · period ended 2025-12-31

Item 1. Business.

Item 1A. Risk Factors.

ABCL US Equity