BioNTech 2026年年度报告和过渡报告

SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM 20-F/A(Amendment No. 2) ☐REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACTOF 1934 OR☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December31, 2025OR☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934OR☐SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934Commission file number: 001-39081BioNTech SE (Exact name of Registrant as specified in its charter) Federal Republic of Germany(Jurisdiction of incorporation or organization) Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growthcompany. See the definitions of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the ExchangeAct. 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 registranthas elected not to use the extended transition period for complying with any new or revised financial accounting standards † providedpursuant 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 which basis of accounting the registrant has used to prepare the financial statements included in this filing: U.S.GAAP☐ International Financial Reporting Standards as issued by the InternationalAccounting Standards Board☒ If “Other” has been checked in response to the previous question indicate by check mark which financial statement item the registrant haselected to follow.Item17☐Item18☐ 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☒ * Listed not for trading or quotation purposes, but only in connection with the registration of American Depositary Shares representing such ordinary sharespursuant to the requirements of the Securities and Exchange Commission. The American Depositary Shares are registered under the Securities Act of 1933, asamended, pursuant to a separate registration statement on Form F-6 (File No. 333-233898). EXPLANATORY NOTE This Amendment No. 2 on Form 20-F/A (“Amendment No. 2”) amends the Annual Report on Form 20-F for theyear ended December 31, 2025 of BioNTech SE (the “Company”), as originally filed with the U.S. Securities andExchange Commission (the “SEC”) on March 10, 2026 (the “Original Filing”), and as amended by AmendmentNo. 1 on Form 20-F/A filed with the SEC on April 1, 2026 (“Amendment No. 1”). Amendment No. 1 was filedsolely to correct a typographical error in the Original Filing in which an incorrect date of the opinions of EY GmbH& Co. KG Wirtschaftsprüfungsgesellschaft (PCAOBID: 1251) (“EY”) was inadvertently included on pages F-7and F-9. In accordance with Rule 12b-15 (“Rule 12b-15”) under the Securities Exchange Act of 1934, as amended, whichrequires an amendment to set forth the complete text of each item being amended, this Amendment No. 2 isbeing filed solely to include the complete text of Item 17 of Form 20-F, including the audit opinions of EY with thecorrected date and the financial statements required to be filed by Item 17. No changes have been made to the financial statements or to the audit opinions of EY other than the correction of the typographical error describedabove. Pursuant to Rule 12b-15, this Amendment No. 2 also includes, as Exhibits 12.1 and 12.2, the certifications of thePrincipal Executive Officer and Principal Financial Officer of the Company pursuant to Section 302 of theSarbanes-Oxley Act of 2002, and, as Exhibits 13.1 and 13.2, the certifications of the Chief Executive Officer andChief Financial Officer of the Company pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Except as described above, and to file an updated consent of EY as Exhibit 15.1 and to update the most recentpracticable share count on the cover page of this