Autolus Therapeutics plc ADR 2025年度报告

FORM10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934 For the fiscal year ended December31, 2025 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934 for the transition period fromtoCommission file number: 001-38547 Autolus Therapeutics plc(Exact name of Registrant as specified in its charter) England and WalesNot applicable (44) 20 3829 6230 (Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: *Not for trading, but only in connection with the listing of the American Depositary Shares on The Nasdaq Stock Market LLC. Securities registered or to be registered pursuant to Section12(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 Section13 or 15(d) of the Securities Exchange Act of 1934.YesNo Table of contents Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the Securities Exchange Actof 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)has beensubject to such filing requirements for the past 90 days.YesNo Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required tosubmit such files).YesNo Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany, 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. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of itsinternal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered publicaccounting 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 registrantincluded in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).YesNo As of June 30, 2025, the aggregate market value of voting and non-voting common equity held by non-affiliates of the registrant wasapproximately $548,891,288 based on the closing sale price on that date of $2.28 per ADS. Shares held by each executive officer and directorand by each other person who may be deemed to be an affiliate of the Registrant have been excluded from this computation. The determinationof affiliate status for this purpose is not necessarily a conclusive determination for other purposes. As of March 26, 2026, there were 266,143,286 of the registrant’s ordinary shares (including in the form of ADSs), with a nominal value of$0.000042 per share, outstanding. Table of contents EXPLANATORY NOTE Autolus Therapeutics plc (the “Company”), a corporation organized under the laws of England and Wales, qualifies as a “foreignprivate issuer,” as defined in Rule 3b-4 under the Securities Exchange Act of 1934 (the “Exchange Act”) in the United States (“US”). TheCompany has voluntarily elected to file annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K with theUnited States Securities and Exchange Commission (the “SEC”) instead of filing on the reporting forms available to foreign private issuers. Although the Company has voluntarily chosen to file periodic reports, current reports and registration statements on U.S. domesticissuer forms, the Company intends to maintain its status as a foreign private issuer. Accordingly, as a foreign private issuer, the Companyremains exempt from the U.S. federal proxy rules pursuant to Section 14 of the Exchange Act and Regulations 14A and 14C thereunder,Regulation FD, and its officers, directors, and principal shareh