Barinthus Biotherapeutics plc ADR 2025年度报告

For the fiscal year ended December 31, 2025or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 * American Depositary Shares may be evidenced by American Depositary Receipts. Each American Depositary Share represents one (1) ordinary share.** Not for trading, but only in connection with the listing of American Depositary Shares on The Nasdaq Global 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. YesNo Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. YesNo Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or forsuch shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YesNo Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See thedefinitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting underSection 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. 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 topreviously issued financial statements. Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executiveofficers during the relevant recovery period pursuant to §240.10D-1(b). Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YesNo As of the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the registrant’s ordinary shares, nominal value £0.000025 per share, inthe form of American Depositary Shares, held by non-affiliates was approximately $13.7 million. The number of shares outstanding of the registrant’s ordinary shares, nominal value £0.000025 per share, as of March6, 2026: 40,848,893 shares. DOCUMENTS INCORPORATED BY REFERENCE None. Table of Contents BARINTHUS BIOTHERAPEUTICS PLC ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31,2025 TABLE OF CONTENTS PART I Item 1.BusinessItem 1A.Risk FactorsItem 1B.Unresolved Staff CommentsItem 1C.CybersecurityItem 2.PropertiesItem 3.Legal ProceedingsItem 4.Mine Safety Disclosures PART II Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities98Item 6.[Reserved]101Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations101Item 7A.Quantitative and Qualitative Disclosures About Market Risk114Item 8.Financial Statements and Supplementary Data114Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure114Item 9A.Controls and Procedures114Item 9B.Other Information115Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections115 PART III Item 10.Directors, Executive Officers and Corporate Governance116Item 11.Executive Compensation123Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters130Item 13.Certain Relationships and Related Transactions, and Director Independence131Item 14.Principal Accounting Fees and Services132 PART IV Item 15.Exhibits, Financial Statement Schedules133Item 16.Form 10-K Summary135 SIGNATURES136 Table of Contents We own the registered trademark BARINTHUS in the United Kingdom ("U.K."), and we have filed applications at the U.K.Intellectual Property Office and other intellectual properties to register trademarks for BARINTHUS, SNAP-TI, SNAP-CI and adesign logo globally. We also own various trademark registrations and applications, and unregistered trademarks, including theregistered trademark VACCITECH, and trademarks relating to the technologies acquired as part of our acquisition of AvideaTechnologies, Inc. in December 2021 including the registered trademarks SNAPVAX and SYNTHOLYTIC. All other trade names,trademarks and service marks of other companies appearing in this Annual Report on Form 10-K ("Annual Report") are the propertyof their respective holde