Pharming Group NV ADR 2026年年度报告和过渡报告

SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM 20-F (Mark One) ☐REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2025OR☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR☐SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934Date of event requiring this shell company report__________ Pharming Group N.V.(Exact name of registrant as specified in its charter) (Translation of Registrant’sname into English) Pharming Group N.V.Darwinweg 242333 CR LeidenThe Netherlands(Address of principal executive offices) Mr. Fabrice Chouraqui, CEO+31 71 5247 400E: investor@pharming.comPharming Group N.V.Darwinweg 242333 CR LeidenThe Netherlands (Name, telephone, e-mail and/or facsimile number, and address of company contact person) Securities registered or to be registered pursuant to Section 12(b) of the Act.Title of each classTrading Symbol(s)Name of each exchange on which registeredAmerican Depositary Shares, each representing ten ordinary shares, nominal value EUR 0.01per shareOrdinary shares, nominal value EUR 0.01 per share*PHARThe Nasdaq Stock Market LLCThe Nasdaq Stock Market LLC* 701,680,440 ordinary shares, nominal value €0.01 per share, as of December31, 2025. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.☒Yes☐No If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of1934.☐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 12months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.☒Yes☐No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).☒Yes☐No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “largeaccelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.Large accelerated filer☐Accelerated filer☒Non-accelerated filer☐Emerging growth company☐ If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extendedtransition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.☐ † The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification afterApril 5, 2012. 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 reportingunder 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.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included 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-based compensation received by any of the registrant’sexecutive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ U.S. GAAP☐International Financial Reporting Standards as issued by the International AccountingStandards Board☒Other☐ If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.☐Item 17☐Item 18 If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).☐Yes☒No TABLE OF CONTENTS B. PLAN OF DISTRIBUTIONC. MARKETSD. SELLING SHAREHOLDERSE. DILUTIONF. EXPENSE OF THE ISSUEItem 10.ADDITIONAL INFORMATIONA. SHARE CAPITALB. MEMORANDUM AND ARTICLES OF ASSOCIATIONC. MATERIAL CONTRACTSD. EXCHANGE CONTROLSE. TAXATIONF. DIVIDENDS AND PAYING AGENTSG. STATEMENT BY EXPERTSH. DOCUMENTS ON DISPLAYI. SUBSIDIARY INFORMATIONJ. ANNUAL REPORT ON SECURITY H