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The following discussion should be read in conjunction with our unaudited condensed consolidated financial statements (condensed consolidated financial statements) and the accompanying notes beginning on page 8 of this quarterly report on Form 10-Q and our audited consolidated financial statements and the accompanying notes included in our 2025 Form 10-K.
The results and operations of Apellis, along with the estimated fair values of the assets acquired and liabilities assumed in the Apellis acquisition, have been included in our condensed consolidated financial statements since the closing of the Apellis acquisition on May 14, 2026.
EXECUTIVE SUMMARY
INTRODUCTION
Biogen is a global biopharmaceutical company focused on discovering, developing and delivering innovative therapies for people living with serious and complex diseases. We are focused on advancing our pipeline, including significant late stage programs, in neurology, specialized immunology and rare diseases across multiple modalities. Our drug discovery and development efforts are supported by internal research and development programs, external collaborations and acquisitions of businesses and assets.
Our marketed products include VUMERITY, TYSABRI, TECFIDERA, AVONEX and PLEGRIDY for the treatment of MS; SPINRAZA for the treatment of SMA; SKYCLARYS for the treatment of FA; QALSODY for the treatment of ALS; SYFOVRE for the treatment of GA; and EMPAVELI for the treatment of PNH, C3G and primary IC-MPGN.
We also have collaborations with Eisai on the commercialization of LEQEMBI for the treatment of Alzheimer's disease and Supernus on the commercialization of ZURZUVAE for the treatment of PPD. We have certain business and financial rights with current and other potential anti-CD20 therapies, pursuant to our collaboration arrangements with Genentech, a wholly owned member of the Roche Group. Under the collaboration arrangements, we currently recognize revenue from the following products: OCREVUS, GAZYVA, RITUXAN, RITUXAN HYCELA, LUNSUMIO and COLUMVI.
On May 14, 2026, we completed the acquisition of Apellis. As a result of this acquisition we acquired SYFOVRE for the treatment of geographic atrophy, or GA, an immune-mediated retinal disease; and EMPAVELI for the treatment of paroxysmal nocturnal hemoglobinuria, or PNH, a rare blood disorder, and C3 glomerulopathy, or C3G, and primary immune complex membranoproliferative glomerulonephritis, or primary IC-MPGN, in rare immune-mediated kidney diseases. For additional information on the acquisition of Apellis, please read Note 2, Acquisitions, to these condensed consolidated financial statements.
We commercialize a portfolio of biosimilars of advanced biologics including: BENEPALI, an etanercept biosimilar referencing ENBREL; IMRALDI, an adalimumab biosimilar referencing HUMIRA; and FLIXABI, an infliximab biosimilar referencing REMICADE.
For additional information on our collaboration arrangements, please read Note 18, Collaborative and Other Relationships, to our condensed consolidated financial statements included in this report.
BUSINESS ENVIRONMENT
The biopharmaceutical industry and the markets in which we operate are intensely competitive. Many of our competitors are working to develop or have commercialized products similar to those we market. In addition, the commercialization of certain of our own approved products, products of our collaborators and pipeline product candidates may negatively impact future sales of our existing products.
Our products and revenue streams continue to face increasing competition in many markets from the introduction of new originator therapies, generics, biosimilars of existing products and products approved under abbreviated regulatory pathways. Some of these products are likely to be sold at substantially lower prices than branded products. Accordingly, the introduction of such products as well as other lower-priced competing products has significantly reduced, and in the future may significantly reduce, both the price that we are able to charge for our products and the volume of products we sell, which can negatively impact our revenue. In addition, in some markets, when a generic or biosimilar version of one of our products is commercialized, it may be automatically substituted for our product and significantly reduce our revenue in a short period of time.
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Sales of our products depend, to a significant extent, on the availability and extent of adequate coverage, pricing and reimbursement from government health administration authorities, private health insurers and other organizations. When a new pharmaceutical product is approved, the availability of government and private reimbursement for that product may be uncertain, as is the pricing and the amount for which that product will be reimbursed.
Our future revenue growth will depend upon the successful clinical development, regulatory approval and launch of new commercial products as well as additional indications for our existing products, our ability to obtain and maintain patents and other rights related to our marketed products, assets originating from our research and development efforts and/or successful execution of external business development opportunities.
We seek to ensure an uninterrupted supply of medicines to patients around the world. To that end, we regularly review our manufacturing capacity, capabilities, processes and facilities. In order to support our future growth and drug development pipeline, we expanded our large molecule production capacity and built a large-scale biologics manufacturing facility in Solothurn, Switzerland. The Solothurn facility is operational and has been approved for the manufacture of LEQEMBI and TYSABRI. We believe that the Solothurn facility will support our anticipated near to mid-term needs for the manufacturing of biologic assets. The plant represents a significant increase in our overall manufacturing capacity. Additionally, we continue to invest to modernize, automate and support the capacity requirements for our pipeline and existing products at our existing manufacturing facilities in RTP, North Carolina. If we are unable to fully utilize our manufacturing facilities, we will incur additional excess capacity charges which would have a negative effect on our financial condition and results of operations.
For a detailed discussion on our business environment, please read Item 1. Business, in our 2025 Form 10-K. For additional information on our competition and pricing risks that could negatively impact our product sales, please read Item 1A. Risk Factors included in this report.
TYSABRI
A biosimilar entrant of TYSABRI was approved in the U.S. and the E.U. in 2023. We expect the future sales of TYSABRI will continue to be adversely affected by the entrance of this biosimilar.
TECFIDERA
In November 2025 the Technical Boards of Appeal of the European Patent Office revoked our EP 2 653 873 patent related to TECFIDERA, after which we stopped enforcing this patent and its national counterparts. Multiple TECFIDERA generic entrants are now in North America, Brazil and the E.U. and have deeply discounted prices compared to TECFIDERA. The generic competition for TECFIDERA has significantly reduced our TECFIDERA revenue compared to prior periods, and we expect that TECFIDERA revenue will continue to decline.
For additional information, please read Note 20, Litigation, to our condensed consolidated financial statements included in this report.
BUSINESS UPDATE REGARDING MACROECONOMIC CONDITIONS AND OTHER POTENTIAL DISRUPTIONS
Significant portions of our business are conducted in Europe, Asia and other international geographies. Factors such as global health outbreaks, adverse weather events, geopolitical events or conflicts, tariffs, inflation, labor or raw material shortages and other supply chain disruptions could result in product shortages or other difficulties and delays or increased costs in manufacturing or distributing our products.
Economic conditions remain uncertain as markets continue to be impacted in part by continued inflationary pressures, higher interest rates, extreme weather events, global supply chain uncertainties and risks associated with geopolitical conflicts. Global supply chain disruptions, such as strikes, work stoppages, port congestion, port closures, trade restrictions, capacity constraints and other logistical problems, may affect our ability to do business.
INTERNATIONAL TRADE
Global conflicts or disputes and interruptions in international relationships, including tariffs, trade protection measures, economic embargoes, import or export licensing requirements and the imposition of trade sanctions or similar restrictions, may affect our ability to do business and the costs that we incur in providing products to our patients.
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In 2025 the U.S. imposed a series of tariffs on imports from nearly all countries, including tariffs pursuant to the IEEPA subject to certain exemptions. Trade-related tensions between the U.S. and China have also led to a series of tariffs and sanctions being imposed by the U.S. on imports from China and retaliatory tariffs imposed by China on U.S. imports, subject as well to exemptions.
Furthermore, in 2025, the U.S. reached a series of Framework Agreements with some countries and trading blocs including the E.U., Switzerland, the U.K., Japan and South Korea, carving U.S. tariff rates for certain import categories between 10.0% and 15.0%.
In February 2026 the U.S. Supreme Court issued a ruling striking down tariffs previously imposed under the IEEPA. The ultimate availability, timing and amount of any potential refunds of such tariffs remain highly uncertain and could be subject to further legal, regulatory and administrative developments. The amount of IEEPA tariff refunds, if any, that we ultimately recover may differ from the full amount we previously paid. Furthermore, any potential refunds or recoveries may be offset by refunds due to customers for payments made in connection with the IEEPA tariffs. As of this filing date, we have not recorded a receivable for any refund of IEEPA tariffs.
Following the Supreme Court's decision, the U.S. Administration imposed a 10% baseline tariff on imports from nearly all countries, in addition to any existing non-IEEPA tariffs. The baseline tariff expired on July 24, 2026. Effective July 24, 2026, the U.S. Administration imposed new tariffs of 10.0% to 12.5% on goods from approximately 60 economies under Section 301 of the Trade Act of 1974, subject to certain exemptions, and reduced rates for goods from certain economies where we have significant operations or commercial presence, such as the E.U. and Switzerland. There remains substantial uncertainty regarding the duration of existing and newly announced tariffs, potential changes or pauses to such tariffs, tariff levels and whether further additional tariffs or other retaliatory actions may be imposed, modified or suspended and the impacts of such actions on our business.
The U.S. Secretary of Commerce previously initiated an investigation to determine the effects on the national security of imports of pharmaceuticals and pharmaceutical ingredients, including finished drug products, medical countermeasures, critical inputs such as active pharmaceutical ingredients, key starting materials and derivative products of those items, under Section 232 of the Trade Expansion Act of 1962. In April 2026 after the investigation concluded, the U.S. Administration issued a Proclamation imposing a 100% tariff on imports of patented pharmaceuticals, biologics and associated ingredients, subject to certain exemptions and reduced rates. The Proclamation tariffs are effective for certain categories on July 31, 2026, and others on September 29, 2026.
In June 2026, the EU Parliament published a list of tariffs’ exemptions for U.S. originating goods (including some pharmaceuticals) with an effective date of July 1, 2026, until December 31, 2029.
There is a high degree of uncertainty concerning what future steps countries and economic blocs will take in response to changes in global trade rules and economics.
We have a significant manufacturing presence in the U.S. While our portfolio is evolving, approximately three quarters of our 2025 U.S. product revenue was attributable to products that were largely manufactured in the U.S. However, we, and the biopharmaceutical industry, do utilize partners and production facilities located outside the U.S. for certain raw materials, ingredients, processes and components for our products and their delivery technologies. Engaging alternative suppliers may involve seeking additional regulatory approvals and incurring additional costs and risks associated with new suppliers. This may be costly in terms of time and resources needed or result in delays.
Key products that are currently manufactured primarily outside the U.S. are EMPAVELI, LEQEMBI, TECFIDERA and VUMERITY. In 2024 we initiated a technology transfer process to enable us to manufacture LEQEMBI in the U.S., which was approved in January 2026.
Although certain starting materials for SKYCLARYS rely on a single supplier based in China, the manufacturing process, including active pharmaceutical ingredients and drug substance, is primarily conducted in the U.S.
We are working to mitigate potential exposure from tariffs across our network, and as of the date of this filing, we do not expect the tariffs currently applicable to our business to result in a material adverse effect on our operations in 2026. This is based on existing tariffs in place or potential tariffs as previously announced by the U.S. Administration, our manufacturing footprint and our inventory levels and market positioning. Should additional tariffs be enacted, our business could be impacted in the future and our results and operations could differ materially from our current expectations. We will continue to monitor the current and future global tariff landscape as it evolves.
GEOPOLITICAL TENSIONS
The ongoing geopolitical tensions related to Russia's invasion of Ukraine and the military conflict in the Middle East and other global geopolitical developments have resulted in global business disruptions and economic volatility. For example, sanctions and other restrictions have been levied on the government and businesses in Russia. Although
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we do not have affiliates or employees in either Russia or Ukraine, we do provide various therapies to patients in Russia through a distributor. Government sanctions on the export of certain manufacturing materials to Russia may delay or limit our ability to get new products approved. The impact of the conflict on our operations and financial performance remains uncertain and will depend on future developments, including the severity and duration of the conflict between Russia and Ukraine, its impact on regional and global economic conditions and whether the conflict spreads or has effects on countries outside Ukraine and Russia.
We are closely monitoring ongoing geopolitical tensions in the Middle East, including the recent conflict involving the U.S., Israel and Iran, and the related regional instability. The ongoing geopolitical conflicts in the region could lead to significant disruption of fuel and energy supplies and increases in global fuel prices, which could heighten inflationary pressures, disrupt global supply chains and adversely impact the availability and pricing of raw materials. For example, our primary shipping method for resources and finished goods is through air freight. We will continue to evaluate and take actions to mitigate any potential impacts on our business, results of operations and financial condition. Although the long-term effects remain uncertain, this geopolitical conflict did not have any material effects on our results of operations for the three and six months ended June 30, 2026.
We will continue to monitor the ongoing conflict between Russia and Ukraine as well as the military conflict in the Middle East and other global geopolitical developments and assess any potential impacts on our business, supply chain, partners or customers, as well as any factors that could have an adverse effect on our results of operations. Revenue generated from sales in Russia and Ukraine represent less than 2.0% of total revenue for the three and six months ended June 30, 2026 and 2025. Additionally, revenue generated from sales in the broader Middle East region represents less than 3.0% of total revenue for the three and six months ended June 30, 2026 and 2025.
FACTORS AFFECTING PHARMACEUTICAL PRICING AND OTHER DEVELOPMENTS
Drug prices are under significant scrutiny in the markets in which our products are prescribed; for example the IRA has certain provisions related to drug pricing, including the ability for the U.S. government to set prices for certain drugs in Medicare. We expect drug pricing and other healthcare costs will continue to be subject to political and societal pressures on a global basis. As the policy environment remains dynamic, we will continue to monitor how uncertainty with respect to how the U.S. and foreign tariffs and the U.S. and international pricing may impact our business in the future.
Additionally, our ability to set the price for our products varies significantly from country to country and, as a result, so can the price or reimbursement of our products. Governments may use a variety of cost-containment measures to control the cost of medicines, including price cuts, mandatory rebates, value-based pricing and reference pricing (i.e., referencing prices in other countries and using those reference prices to set a price).
Our failure to obtain or maintain adequate coverage, pricing or reimbursement for our products could have an adverse effect on our business, reputation, revenue and results of operations, could curtail or eliminate our ability to adequately fund research and development programs for the discovery and commercialization of new products and/or could cause a decline or volatility in our stock price.
In addition to the impact of competition, pricing actions and other measures being taken worldwide designed to reduce healthcare costs and limit the overall level of government expenditures, our sales and operations could also be affected by other risks of doing business internationally, including the impact of public health epidemics on employees, the global economy and the delivery of healthcare treatments, geopolitical events, tariffs, supply chain disruptions, foreign currency exchange fluctuations, changes in intellectual property legal protections and changes in trade regulations and procedures.
In August 2022 the IRA was signed into law in the U.S. The IRA introduced new tax provisions, including a 15.0% corporate alternative minimum tax and a 1.0% excise tax on stock repurchases. The provisions of the IRA are effective for periods after December 31, 2022. The IRA did not result in any material adjustments to our income tax provision or other income tax balances as of June 30, 2026 and December 31, 2025. Preliminary guidance has been issued by the IRS and we expect additional guidance and regulations to be issued in future periods. We continue to assess its potential impact on our business and results of operations as further information becomes available.
The IRA also contains substantial drug pricing reforms that may have a significant impact on the pharmaceutical industry in the U.S. This includes the following:
(i) allowing CMS to negotiate prices for select high-cost Medicare Part D drugs (beginning in 2026) and Part B drugs (beginning in 2028) to reduce out-of-pocket prescription drug costs for beneficiaries, potentially resulting in higher contributions from plans and manufacturers;
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(ii) drug inflationary rebate requirements to penalize manufacturers from raising the prices of Medicare covered single-source drugs and biologics beyond the inflation-adjusted rate, beginning in 2022 for Part D drugs and 2023 for Part B drugs;
(iii) to incentivize biosimilar development, the IRA provides an 8.0% Medicare Part B add-on payment for qualifying biosimilar products for a five-year period; and
(iv) Medicare Part D redesign which replaces the current coverage gap provisions and establishes a $2,000 cap for out-of-pocket costs for Medicare beneficiaries beginning in 2025, with manufacturers being responsible for up to 10.0% of costs up to the $2,000 cap and up to 20.0% after that cap is reached.
The IRA's drug pricing controls and Medicare Part D redesign had an adverse impact on our sales, particularly for our products that are more substantially reliant on Medicare reimbursement. The IRA Medicare Part D redesign had a modest net unfavorable impact to our full-year 2025 revenue of approximately $90.0 million, concentrated in our SKYCLARYS and MS portfolio product revenue, approximately a quarter of which was associated with SKYCLARYS.
The degree of impact from this legislation on our business depends on a number of forthcoming implementation actions by regulatory authorities, which may be further impacted by other legislative acts that may modify or replace the IRA, such as the OBBBA, as discussed below. The full extent of the IRA's impact on our sales and, in turn, our business, remains uncertain.
Additionally, in May 2025 the U.S. government issued an executive order aiming to establish an MFN drug pricing policy that would tie U.S. drug prices to the prices paid for drugs in other developed countries. If HHS sets MFN pricing targets for prescription drugs, including the use of international reference pricing to set drug prices in the U.S., it could result in reduced prices and reimbursement for certain of our products in the U.S. We continue to evaluate the potential impact of this executive order. This executive order and any additional legislation, regulations or initiatives related to drug pricing, such as the CMS-proposed MFN initiatives, the Global Benchmark for Efficient Drug Pricing for certain Medicare Part B drugs and the Guarding U.S. Medicare Against Rising Drug Costs for certain Medicare Part D drugs, could create additional uncertainty around the timing and prioritization around worldwide commercial efforts and adversely impact our business and results of operations.
2025 LEGISLATION AND TAX REFORM
On July 4, 2025, the U.S. signed into law the H.R.1 legislation formally titled "An Act to Provide for Reconciliation Pursuant to Title II of H. Con. Res. 14", commonly referred to as the OBBBA.
The OBBBA contains tax provisions, such as the permanent extension or revision of certain expiring provisions of the Tax Cuts and Jobs Act enacted in 2017, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. The provisions of the OBBBA have multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027.
Given the complexity of tax laws, related regulations and interpretations, our current estimates may require revision as additional information becomes available regarding the application of the OBBBA provisions.
The OBBBA also enacts significant potential changes to Medicaid funding and rescinds or does not continue elements of the PPACA. The OBBBA implements additional eligibility rules on government health plans, expands administrative procedures around enrollment, modifies how states can obtain federal funding for Medicaid and no longer extends ACA premium subsidies. Additional federal and state guidance is expected to be issued in order to implement these OBBBA provisions, most of which have effective dates in 2027 and 2028.
At this time, we are unable to determine the overall impact that the OBBBA will have on our business, results of operations and financial condition, or the impact the OBBBA will have on the pharmaceutical industry as a whole because any such impact will depend upon developing interpretations of the OBBBA provisions and implementing regulations, which may be material.
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FINANCIAL HIGHLIGHTS
As described below under Results of Operations, our net income and diluted earnings per share attributable to Biogen Inc. for the three months ended June 30, 2026, compared to the three months ended June 30, 2025, reflects the following:
TOTAL REVENUE
Increased
$90.5 million or 3.4%
DILUTED EARNINGS PER SHARE
Decreased
$3.67 or 84.8%
PRODUCT REVENUE, NET
Increased
$37.7 million or 2.0%
•Rare disease revenue increased $58.7 million, or 10.8%
•Specialized immunology revenue of $127.8 million
•MS revenue decreased $143.9 million, or 13.0%
•The increase in rare disease product revenue was primarily due to revenue growth from our launch products, including SKYCLARYS and QALSODY as well as the launch of the high dose regimen of SPINRAZA, partially offset by unfavorable inventory dynamics resulting from timing of shipments of SPINRAZA in certain international markets.
•U.S. revenue for SYFOVRE and EMPAVELI was $127.8 million, which we began recognizing during the quarter, subsequent to our acquisition of Apellis on May 14, 2026.
•The decrease in MS product revenue was primarily due to a decrease in global demand of TECFIDERA, particularly in Europe, resulting from generic competition as well as decrease in global demand of our Interferon products as patients continue the long-term trend of transitioning to oral and higher efficacy therapies.
•ZURZUVAE revenue of $70.8 million in the second quarter of 2026 was driven by the continued launch in the U.S.
TOTAL COST AND EXPENSE
Increased
$702.1 million or 36.9%
•Cost of sales increased $171.9 million, or 28.4%
•R&D expense increased $130.6 million, or 32.7%
•SG&A expense increased $125.9 million, or 21.6%
•Acquired IPR&D, upfront and milestone expense increased $117.4 million, or 251.9%
•The increase in cost of sales was primarily due to higher amortization costs associated with the acquired inventory fair value step-up adjustment, which increased by $112.8 million, as well as higher revenues.
•The increase in R&D expense was primarily due to approximately $37.5 million of step-up amortization related to SKYCLARYS inventory, higher spend on clinical trials, including felzartamab, salanersen and litifilimab as well as operating expense from Apellis.
•The increase in SG&A expense was primarily due to the inclusion of the commercial and management operations of Apellis subsequent to our acquisition of the company and an increase in operational spending on sales and marketing activities in support of our U.S. and international product launches.
•The increase in acquired IPR&D, upfront and milestone expense was due to $164.0 million in upfront and milestone payments in the second quarter of 2026, primarily driven by our agreement with TJ Bio.
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
•Cash, cash equivalents and marketable securities totaled approximately $1.3 billion as of June 30, 2026, compared to approximately $4.2 billion as of December 31, 2025. The decrease was primarily due to total consideration paid of $5.1 billion for our acquisition of Apellis, net of cash acquired, partially offset by net borrowings of $1.8 billion.
•We generated approximately $1.1 billion of net cash flow from operations for the six months ended June 30, 2026, compared to approximately $420.2 million in the prior year comparative period. The increase was primarily due to higher worldwide tax payments in 2025.
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RECENT DEVELOPMENTS
ACQUISITIONS
APELLIS PHARMACEUTICALS, INC.
On May 14, 2026, we completed the acquisition of all of the issued and outstanding shares of Apellis, a commercial-stage biopharmaceutical company focused on the discovery, development and commercialization of novel therapeutic compounds to treat diseases with high unmet needs. As a result of this acquisition we acquired two FDA-approved products from Apellis: SYFOVRE (pegcetacoplan injection) for the treatment of GA, an immune-mediated retinal disease; and EMPAVELI (pegcetacoplan) for the treatment of PNH, a rare blood disorder, and C3G and primary IC-MPGN, rare immune-mediated kidney diseases. The addition of Apellis is expected to enhance our short- and long-term revenue growth profile by adding two commercialized, differentiated, specialized immunology products to our growth portfolio.
Under the terms of this acquisition, Apellis shareholders were entitled to $41.00 in cash for each issued and outstanding Apellis share, which totaled approximately $5.3 billion, and one contractual, non-transferable contingent value right per share representing the right to receive contingent cash payments of up to an aggregate of $4.00 per share in cash, subject to the achievement of specified annual global net sales thresholds for SYFOVRE. In addition, the total purchase price included approximately $70.7 million of future consideration attributable to pre-acquisition services.
We funded this acquisition of Apellis with available cash and marketable securities on hand, supplemented by the issuance of a $2.0 billion term loan under our 2026 Term Loan and a $400.0 million drawdown from our revolving credit facility.
We accounted for this acquisition as a business combination using the acquisition method of accounting in accordance with ASC Topic 805, Business Combinations, and recorded assets acquired and liabilities assumed at their respective fair values as of the acquisition date.
For additional information on our acquisition of Apellis, please read Note 2, Acquisitions, to our condensed consolidated financial statements included in this report.
RAYTHERA INC.
In June 2026 we entered into a definitive agreement to acquire all of the issued and outstanding shares of RayThera Inc., a private biotechnology company focused on discovering and developing small molecule therapies in immunology. RayThera's portfolio includes a lead program which entered Phase 1 development during the third quarter of 2026 and other anti-inflammatory assets that could potentially treat immune-mediated conditions across a range of indications.
We have agreed to pay an upfront cash payment of $225.0 million upon closing, plus additional potential amounts payable upon the achievement of future clinical and regulatory milestones totaling $775.0 million.
We plan to account for this proposed acquisition as an asset acquisition as the value being acquired primarily relates to the lead program and will record the upfront payment in acquired in-process research and development, upfront and milestone expense within our condensed consolidated statements of income upon the completion of this proposed acquisition. We anticipate the proposed acquisition to close during the third quarter of 2026, subject to the satisfaction of customary closing conditions. Under the terms of this proposed acquisition, we will lead future development, manufacturing and global commercialization efforts.
The proposed acquisition excludes certain preclinical assets, which will be divested from RayThera into a newly formed independent company prior to the expected closing of this acquisition.
For additional information on our proposed acquisition of RayThera, please read Note 2, Acquisitions, to our condensed consolidated financial statements included in this report.
TJ BIOPHARMA (HANGZHOU) CO., LTD.
In April 2026 we entered into an asset purchase agreement with TJ Biopharma (Hangzhou) Co., Ltd. to acquire TJ Bio's exclusive rights to felzartamab in the greater China region. With this agreement, we own exclusive worldwide rights to felzartamab.
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Under the terms of this agreement we made an upfront payment of $100.0 million to TJ Bio, which was recorded in acquired in-process research and development, upfront and milestone expense within our condensed consolidated statements of income for the three and six months ended June 30, 2026.
TJ Bio will also be eligible to receive potential commercial and sales milestone payments of up to $20.0 million and $730.0 million, respectively, if all specified milestones set forth in this collaboration are achieved. In addition, we may pay TJ Bio tiered royalties on potential net sales of felzartamab in the greater China region in the mid-single digit to low-double digit percentages.
Additionally, we assumed regulatory and sales milestone obligations under a pre-existing agreement between TJ Bio and MorphoSys and may pay MorphoSys tiered royalties on potential net sales of felzartamab in the greater China region.
COLLABORATIVE AND OTHER RELATIONSHIPS
ALTEOGEN INC.
In March 2026 we entered into an exclusive license agreement with Alteogen Inc. to enable the development of a subcutaneous formulation of two biologics using Alteogen's ALT-B4 hyaluronidase technology.
In connection with the closing of this transaction we accrued an upfront payment of $20.0 million to Alteogen, which was recognized in acquired in-process research and development, upfront and milestone expense within our condensed consolidated statements of income for the six months ended June 30, 2026, and was paid during the second quarter of 2026.
Alteogen will also be eligible to receive a $10.0 million option payment if a second program is selected for development, as well as potential development, regulatory and commercial milestone payments and tiered royalties in the mid-single digit percentages on net sales of any combination products resulting from the collaboration.
ALLOY THERAPEUTICS, INC.
In March 2026 we entered into a collaboration and license agreement with Alloy Therapeutics Inc. for the use of Alloy’s novel and proprietary AntiClastic ASO Platform. Through this collaboration, we plan to apply the platform to advance antisense therapeutics against multiple targets.
In connection with the closing of this transaction we accrued an upfront payment of $12.0 million to Alloy, which was recognized in acquired in-process research and development, upfront and milestone expense within our condensed consolidated statements of income for the six months ended June 30, 2026, and was paid during the second quarter of 2026.
Alloy will also be eligible to receive potential milestone payments and tiered royalties on any products resulting from the collaboration.
DEVELOPMENTS IN KEY COLLABORATIVE RELATIONSHIPS
LEQEMBI (lecanemab)
United States
Key developments related to LEQEMBI in the U.S. during 2026 consisted of the following:
•In May 2026 the FDA extended the review period by three months for the supplemental BLA for LEQEMBI subcutaneous autoinjector, LEQEMBI IQLIK, for a weekly initiation dose, with a new PDUFA action date of August 24, 2026; in July 2026 the FDA approved the supplemental BLA.
•In March 2026 we and our collaboration partner Eisai announced new real-world findings from an analysis of long-term treatment persistence and baseline characteristics among people receiving IV lecanemab. The findings showed that most patients continue with ongoing maintenance therapy after the initial 18 months of treatment.
Rest of World
Key developments related to LEQEMBI (lecanemab) in rest of world markets during 2026 consisted of the following:
•In February 2026 the BLA for LEQEMBI subcutaneous autoinjector was designated for Priority Review by the NMPA in China.
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OTHER KEY DEVELOPMENTS
BIIB091
•In July 2026 we announced that the Phase 2 data in relapsing-remitting multiple sclerosis has achieved proof-of-concept and that we will be exploring next steps for the asset.
ZURZUVAE (zuranalone)
•In September 2025 the EC approved ZURZUVAE in the E.U. for the treatment of PPD in adults following childbirth, offering the first and only treatment indicated for PPD in the E.U. In July 2026 ZURZUVAE launched in Germany.
DIRANERSEN (BIIB080)
•In May 2026, we announced topline results from the Phase 2 CELIA study evaluating diranersen, an investigational ASO therapy targeting tau, in individuals with early Alzheimer's disease. CELIA did not meet its primary endpoint assessing dose response; based upon what we believe to be an unprecedented combination of reduction in tau pathology and clinical benefit, including cognition, we plan to advance diranersen to registrational development.
LITIFILIMAB
•In March 2026 we announced positive results from the Phase 2 part of the AMETHYST Phase 2/3 study (Part A) of litifilimab in people living with CLE. The Phase 2 part of the AMETHYST study met its primary endpoint of reduction of disease activity in people living with CLE at Week 16, with more litifilimab participants achieving clear/almost clear skin. If approved, litifilimab could be the first targeted therapy for this disease.
•In January 2026 the FDA granted Breakthrough Therapy designation for litifilimab for the treatment of CLE.
SALANERSEN (BIIB115)
•In March 2026 we presented additional results from the Phase 1b study of salanersen, an ASO given once a year for the treatment of SMA. The data showed support for the safety and effectiveness of salanersen over one year of treatment in children with SMA who had the potential for improvement due to suboptimal clinical status with prior gene therapy.
•In June 2026 the FDA granted Breakthrough Therapy designation for salanersen for the treatment of SMA.
SPINRAZA (nusinersen)
•In March 2026 the FDA approved the high dose regimen of SPINRAZA, which is comprised of 50 mg/5 mL and 28mg/5 mL doses for the treatment of SMA.
•In January 2026 the EC granted marketing authorization for a high dose regimen of SPINRAZA in the E.U. for the treatment of 5q SMA, which is the most common form of the disease and represents approximately 95% of all SMA cases. The high dose regimen is comprised of 50 mg/5 mL and 28 mg/5 mL doses and individuals transitioning from the 12 mg dose will receive one 50 mg dose in place of their next 12 mg dose, followed by 28 mg maintenance doses every four months thereafter.
DISCONTINUED PROGRAMS AND STUDIES
BIIB122
•In May 2026 we and our collaboration partner Denali, announced topline results from the Phase 2b LUMA study evaluating BIIB122, an investigational small molecule inhibitor of LRRK2 in individuals with early-stage Parkinson's disease. Results from the study show that BIIB122 did not meet its primary and secondary endpoints. Based on these results we and Denali will discontinue development of BIIB122 in idiopathic Parkinson's disease.
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RESULTS OF OPERATIONS
REVENUE
The following revenue discussion should be read in conjunction with Note 5, Revenue, to our condensed consolidated financial statements included in this report.
Revenue is summarized as follows:
For the Three Months Ended June 30,
(In millions, except percentages) 2026 2025 $ Change % Change
Product revenue, net:
United States $ 1,114.5 40.7 % $ 941.1 35.6 % $ 173.4 18.4 %
Rest of world 801.9 29.3 937.6 35.4 (135.7) (14.5)
Total product revenue, net 1,916.4 70.0 1,878.7 71.0 37.7 2.0
Revenue from anti-CD20 therapeutic programs 513.5 18.8 467.3 17.7 46.2 9.9
Alzheimer's collaboration revenue(1) 63.7 2.3 54.9 2.1 8.8 16.0
Contract manufacturing, royalty and other revenue 242.4 8.9 244.6 9.2 (2.2) (0.9)
Total revenue $ 2,736.0 100.0 % $ 2,645.5 100.0 % $ 90.5 3.4 %
For the Six Months Ended June 30,
(In millions, except percentages) 2026 2025 $ Change % Change
Product revenue, net:
United States $ 1,953.7 37.5 % $ 1,694.9 33.4 % $ 258.8 15.3 %
Rest of world 1,715.0 32.9 1,910.3 37.6 (195.3) (10.2)
Total product revenue, net 3,668.7 70.4 3,605.2 71.0 63.5 1.8
Revenue from anti-CD20 therapeutic programs 932.6 17.9 845.5 16.7 87.1 10.3
Alzheimer's collaboration revenue(1) 123.2 2.3 87.9 1.7 35.3 40.2
Contract manufacturing, royalty and other revenue 489.3 9.4 537.9 10.6 (48.6) (9.0)
Total revenue $ 5,213.8 100.0 % $ 5,076.5 100.0 % $ 137.3 2.7 %
(1) Alzheimer's collaboration revenue consists of our 50.0% share of LEQEMBI product revenue, net and cost of sales, including royalties.
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PRODUCT REVENUE
Product revenue is summarized as follows:
For the Three Months Ended June 30,
2026 2025
(In millions, except percentages) United States Rest of World Total % Total United States Rest of World Total % Total $ Change % Change
Multiple Sclerosis $ 621.0 $ 342.3 $ 963.3 50.2 % $ 657.4 $ 449.8 $ 1,107.2 58.9 % $ (143.9) (13.0) %
Rare Disease 294.9 306.8 601.7 31.4 234.8 308.2 543.0 28.9 58.7 10.8
Specialized Immunology(1) 127.8 — 127.8 6.7 — — — — 127.8 —
Biosimilars 0.1 152.7 152.8 8.0 2.5 179.2 181.7 9.7 (28.9) (15.9)
Other(2) 70.7 0.1 70.8 3.7 46.4 0.4 46.8 2.5 24.0 51.3
Total product revenue, net $ 1,114.5 $ 801.9 $ 1,916.4 100.0 % $ 941.1 $ 937.6 $ 1,878.7 100.0 % $ 37.7 2.0 %
For the Six Months Ended June 30,
2026 2025
(In millions, except percentages) United States Rest of World Total % Total United States Rest of World Total % Total $ Change % Change
Multiple Sclerosis $ 1,180.4 $ 740.4 $ 1,920.8 52.4 % $ 1,147.8 $ 912.4 $ 2,060.2 57.1 % $ (139.4) (6.8) %
Rare Disease 519.4 639.5 1,158.9 31.6 465.8 640.5 1,106.3 30.7 52.6 4.8
Specialized Immunology(1) 127.8 — 127.8 3.5 — — — — 127.8 —
Biosimilars 0.1 334.9 335.0 9.1 6.8 355.7 362.5 10.1 (27.5) (7.6)
Other(2) 126.0 0.2 126.2 3.4 74.5 1.7 76.2 2.1 50.0 65.6
Total product revenue, net $ 1,953.7 $ 1,715.0 $ 3,668.7 100.0 % $ 1,694.9 $ 1,910.3 $ 3,605.2 100.0 % $ 63.5 1.8 %
(1) Specialized Immunology includes EMPAVELI and SYFOVRE, which were obtained as part of our acquisition of Apellis in May 2026.
(2) Other includes ZURZUVAE, FUMADERM and ADUHELM.
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MULTIPLE SCLEROSIS
•Global TYSABRI revenue decreased $3.8 million, from $454.6 million in 2025 to $450.8 million in 2026, or 0.8%, primarily due to a decrease in U.S. demand resulting from increased competition and timing of shipments in certain international markets. The decrease was partially offset by a favorable pricing change in the U.S. and the favorable impact of foreign currency exchange.
•Global VUMERITY revenue decreased $15.8 million, from $212.3 million in 2025 to $196.5 million in 2026, or 7.4%, primarily due to inventory dynamics.
•Global TECFIDERA revenue decreased $102.7 million, from $193.6 million in 2025 to $90.9 million in 2026, or 53.0%, driven by a decrease in global demand, particularly in Europe, as a result of multiple TECFIDERA generic entrants.
•Global Interferon revenue decreased $21.6 million, from $246.7 million in 2025 to $225.1 million in 2026, or 8.8%, driven by a decrease in global demand as patients continue the long-term trend of transitioning to oral and higher efficacy therapies, partially offset by an increase in pricing in the U.S.
•Global TYSABRI revenue increased $56.2 million, from $836.1 million in 2025 to $892.3 million in 2026, or 6.7%, primarily due to a favorable pricing change in the U.S. and the favorable impact of foreign currency exchange.
•Global VUMERITY revenue increased $24.4 million, from $351.1 million in 2025 to $375.5 million in 2026, or 6.9%, primarily due to favorable pricing in the U.S., partially offset by inventory dynamics.
•Global TECFIDERA revenue decreased $199.3 million, from $399.7 million in 2025 to $200.4 million in 2026, or 49.9%, driven by a decrease in global demand, particularly in Europe, as a result of multiple TECFIDERA generic entrants.
•Global Interferon revenue decreased $20.4 million, from $473.0 million in 2025 to $452.6 million in 2026, or 4.3%, driven by a decrease in global demand as patients continue the long-term trend of transitioning to oral and higher efficacy therapies, partially offset by an increase in pricing in the U.S. and the favorable impact of foreign currency exchange.
MS revenue includes sales from TECFIDERA, VUMERITY, AVONEX, PLEGRIDY and TYSABRI.
In 2026 we expect total MS revenue will decline as a result of high levels of competition for many of our MS products in both the U.S. and rest of world markets. We expect TECFIDERA revenue will be adversely impacted by accelerating generic competition in certain markets in the E.U., and we expect TYSABRI revenue to continue to be adversely affected by the entrance of a biosimilar.
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RARE DISEASE
•U.S. SPINRAZA revenue increased $55.0 million, from $149.3 million in 2025 to $204.3 million in 2026, or 36.8%, primarily driven by demand and stocking for the high-dose regimen.
•Rest of world SPINRAZA revenue decreased $45.8 million, from $243.4 million in 2025 to $197.6 million in 2026, or 18.8%, primarily due to unfavorable inventory dynamics resulting from timing of shipments of SPINRAZA in certain international markets, partially offset by higher pricing of the high dose regimen and the favorable impact of foreign currency exchange.
•Global SKYCLARYS revenue increased $37.6 million, from $130.3 million in 2025 to $167.9 million in 2026, or 28.9%, primarily related to an increase in global demand mostly driven by the continued launch in Europe and certain other international markets.
•Global QALSODY revenue increased $11.9 million, from $20.0 million in 2025 to $31.9 million in 2026, or 59.5%, primarily related to an increase in rest of world sales volumes driven by the continued launch in international markets.
•U.S. SPINRAZA revenue increased $42.8 million, from $303.7 million in 2025 to $346.5 million in 2026, or 14.1% primarily driven by demand and stocking for the high-dose regimen.
•Rest of world SPINRAZA revenue decreased $83.5 million, from $512.9 million in 2025 to $429.4 million in 2026, or 16.3%, primarily due to unfavorable inventory dynamics resulting from timing of shipments of SPINRAZA in certain international markets, partially offset by the favorable impact of foreign currency exchange.
•Global SKYCLARYS revenue increased $64.4 million, from $254.2 million in 2025 to $318.6 million in 2026, or 25.3%, primarily related to an increase in global demand mostly driven by the continued launch in Europe and certain other international markets.
•Global QALSODY revenue increased $28.9 million, from $35.5 million in 2025 to $64.4 million in 2026, or 81.4%, primarily related to an increase in rest of world sales volumes driven by the continued launch in Europe.
Rare disease revenue includes sales from SPINRAZA, QALSODY and SKYCLARYS.
In 2026 we expect growth in rare disease revenue due to the continued launch of SKYCLARYS in Europe and other international markets as well as the continued launch of QALSODY in Europe. We anticipate global SPINRAZA revenue growth to be relatively flat in 2026.
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SPECIALIZED IMMUNOLOGY
•In connection with our acquisition of Apellis on May 14, 2026, we acquired SYFOVRE (pegcetacoplan injection) for the treatment of GA, an immune-mediated retinal disease and EMPAVELI (pegcetacoplan) for the treatment of PNH, a rare blood disorder, and C3G and IC-MPGN, rare immune-mediated kidney diseases. U.S. revenue for SYFOVRE and EMPAVELI were $97.4 million and $30.4 million, respectively for the three and six months ended June 30, 2026.
For additional information on our acquisition of Apellis, please read Note 2, Acquisitions, to our condensed consolidated financial statements included in this report.
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BIOSIMILARS
•For the three and six months ended June 30, 2026, compared to the same periods in 2025, the decreases in biosimilar revenue were primarily due to a decrease in sales volume and unfavorable pricing resulting from competition, partially offset by the favorable impact of foreign currency exchange.
Biosimilars revenue includes sales from BENEPALI, IMRALDI, FLIXABI, BYOOVIZ and TOFIDENCE. In 2025 we completed the sale of our rights to TOFIDENCE and BYOOVIZ.
OTHER PRODUCT REVENUE
ZURZUVAE
For three months ended June 30, 2026, global ZURZUVAE revenue increased $24.4 million, from $46.4 million in 2025 to $70.8 million in 2026, or 52.6%. For six months ended June 30, 2026, global ZURZUVAE revenue increased $52.1 million, from $74.1 million in 2025 to $126.2 million in 2026 or 70.3%. The increases were primarily due to higher demand resulting from an increase in total patients in the U.S. We anticipate growth in U.S. ZURZUVAE revenue as we expect total patients to continue to increase in 2026.
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REVENUE FROM ANTI-CD20 THERAPEUTIC PROGRAMS
Our share of RITUXAN, including RITUXAN HYCELA, GAZYVA and LUNSUMIO collaboration operating profits in the U.S., royalty revenue on sales of OCREVUS and other revenue from anti-CD20 therapeutic programs are summarized in the table below. For purposes of this discussion, we refer to RITUXAN and RITUXAN HYCELA collectively as RITUXAN.
For the Three Months Ended June 30, For the Six Months Ended June 30,
(In millions) 2026 2025 2026 2025
Royalty revenue on sales of OCREVUS $ 381.4 $ 353.8 $ 698.6 $ 642.6
Biogen’s share of pre-tax profits in the U.S. for RITUXAN, GAZYVA and LUNSUMIO 125.7 107.7 220.4 191.4
Other revenue from anti-CD20 therapeutic programs 6.4 5.8 13.6 11.5
Total revenue from anti-CD20 therapeutic programs $ 513.5 $ 467.3 $ 932.6 $ 845.5
ROYALTY REVENUE ON SALES OF OCREVUS
For the three and six months ended June 30, 2026, compared to the same periods in 2025, the increases in royalty revenue on sales of OCREVUS were primarily due to sales growth of OCREVUS in the U.S.
OCREVUS royalty revenue is based on our estimates from third party and market research data of OCREVUS sales occurring during the corresponding period. Differences between actual and estimated royalty revenue will be adjusted for in the period in which they become known, which is generally expected to be the following quarter.
BIOGEN'S SHARE OF PRE-TAX PROFITS IN THE U.S. FOR RITUXAN, GAZYVA AND LUNSUMIO
For the three and six months ended June 30, 2026, compared to the same periods in 2025, the increases in our share of pre-tax profits in the U.S. for RITUXAN, GAZYVA and LUNSUMIO were primarily due to increases in sales volumes.
OTHER REVENUE FROM ANTI-CD20 THERAPEUTIC PROGRAMS
Other revenue from anti-CD20 therapeutic programs consists of our share of pre-tax co-promotion profits from RITUXAN in Canada, royalty revenue on sales of LUNSUMIO outside the U.S. and royalty revenue on net sales of COLUMVI in the U.S.
For additional information on our collaboration arrangements with Genentech, including information regarding the pre-tax profit-sharing formula and its impact on future revenue from anti-CD20 therapeutic programs, please read Note 18, Collaborative and Other Relationships, to our condensed consolidated financial statements included in this report.
ALZHEIMER'S COLLABORATION REVENUE
Alzheimer's collaboration revenue consists of our 50.0% share of LEQEMBI product revenue, net and cost of sales, including royalties, as we are not the principal. We began recognizing Alzheimer's collaboration revenue upon the accelerated approval of LEQEMBI in the U.S. during the first quarter of 2023.
For the three and six months ended June 30, 2026, we recognized Alzheimer's collaboration revenue of approximately $63.7 million and $123.2 million, respectively, compared to $54.9 million and $87.9 million, respectively, in the prior year comparative periods. The increases were primarily due to higher sales volumes driven by the continued launch of LEQEMBI in the U.S. and international markets. Additionally, the second quarter of 2025 reflects the favorable impact from the timing of shipments to China as we optimized our global inventory positions.
For additional information on our collaboration arrangements with Eisai, please read Note 18, Collaborative and Other Relationships, to our condensed consolidated financial statements included in this report.
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CONTRACT MANUFACTURING, ROYALTY AND OTHER REVENUE
Contract manufacturing, royalty and other revenue is summarized as follows:
For the Three Months Ended June 30, For the Six Months Ended June 30,
(In millions) 2026 2025 2026 2025
Contract manufacturing revenue $ 232.4 $ 225.0 $ 469.6 $ 507.3
Royalty and other revenue 10.0 19.6 19.7 30.6
Total contract manufacturing, royalty and other revenue $ 242.4 $ 244.6 $ 489.3 $ 537.9
CONTRACT MANUFACTURING REVENUE
Contract manufacturing revenue primarily reflects amounts earned under contract manufacturing agreements with our strategic customers and batches of LEQEMBI related to our collaboration with Eisai.
For the three months ended June 30, 2026, compared to the same periods in 2025, the increase in contract manufacturing revenue was primarily driven by the contract manufacturing business acquired as part of our acquisition of Apellis.
For the six months ended June 30, 2026, compared to the same periods in 2025, the decrease in contract manufacturing revenue were primarily driven by lower volumes due to timing of batch production.
ROYALTY AND OTHER REVENUE
Royalty and other revenue primarily reflects royalty revenue on biosimilar products from our license arrangements with Samsung Bioepis and royalties we receive from net sales on products related to patents that we have out-licensed, including arrangements with Sobi that we inherited through our acquisition of Apellis.
For additional information on our license arrangements with Samsung Bioepis and our collaboration arrangements with Eisai, please read Note 18, Collaborative and Other Relationships, to our condensed consolidated financial statements included in this report.
RESERVES FOR DISCOUNTS AND ALLOWANCES
Revenue from product sales is recorded net of reserves established for applicable discounts and allowances, including those associated with the implementation of pricing actions in certain international markets where we operate.
The IRA's drug pricing controls and Medicare Part D redesign had an adverse impact on our sales, particularly for our products that are more substantially reliant on Medicare reimbursement. The IRA Medicare Part D redesign had a modest net unfavorable impact to our full-year 2025 revenue of approximately $90.0 million, concentrated in our SKYCLARYS and MS portfolio product revenue, approximately a quarter of which was associated with SKYCLARYS.
The degree of impact from this legislation on our business depends on a number of forthcoming implementation actions by regulatory authorities, which may be further impacted by other legislative acts that may modify or replace the IRA, such as the OBBBA. The full extent of the IRA's impact on our sales and, in turn, our business, remains uncertain.
Reserves for discounts, contractual adjustments and returns that reduced gross product revenue are summarized as follows:
For the Three Months Ended June 30, For the Six Months Ended June 30,
(In millions) 2026 2025 2026 2025
Contractual adjustments $ 627.6 $ 680.1 $ 1,282.9 $ 1,338.4
Discounts 223.0 208.4 437.8 395.5
Returns 9.4 8.7 27.1 18.2
Total discounts and allowances $ 860.0 $ 897.2 $ 1,747.8 $ 1,752.1
For the three and six months ended June 30, 2026, reserves for discounts and allowances as a percentage of gross product revenue were approximately 30.7% and 32.0%, respectively, compared to 31.9% and 32.5%, respectively, in the prior year comparative periods.
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CONTRACTUAL ADJUSTMENTS
Contractual adjustments primarily relate to Medicaid and managed care rebates in the U.S., pharmacy rebates, co-payment (copay) assistance, VA, 340B discounts, GPO rebates, specialty pharmacy program fees and other government rebates or applicable allowances.
For the three months ended June 30, 2026, compared to the same period in 2025, the decrease in contractual adjustments was primarily driven by favorable changes in estimates primarily due to lower Medicaid rebates in the U.S., as well as lower Medicare manufacturer reserve in the U.S. and lower rebates in rest of world markets. The decreases were partially offset by GPO rebates and other rebates resulting from the sale of SYFOVRE and EMPAVELI subsequent to our acquisition of Apellis.
For the six months ended June 30, 2026, compared to the same period in 2025, the decrease in contractual adjustments was primarily driven by favorable changes in estimates primarily due to lower Medicaid rebates in the U.S., as well as lower managed care rebates in the U.S. and lower rebates in rest of world markets. The decreases were partially offset by GPO rebates and other rebates resulting from the sale of SYFOVRE and EMPAVELI subsequent to our acquisition of Apellis.
DISCOUNTS
Discounts include trade term discounts, wholesaler incentives and volume related discounts.
For the three months ended June 30, 2026, compared to the same period in 2025, the increase in discounts was primarily driven by higher volume discounts in the U.S. and rest of world as well as discounts recorded resulting from the sale of SYFOVRE and EMPAVELI subsequent to our acquisition of Apellis.
For the six months ended June 30, 2026, compared to the same period in 2025, the increase in discounts was primarily driven by higher purchase discounts in rest of world, higher volume discounts in the U.S. and discounts recorded resulting from the sale of SYFOVRE and EMPAVELI subsequent to our acquisition of Apellis.
RETURNS
Product return reserves are established for returns made by wholesalers. In accordance with contractual terms, wholesalers are permitted to return product for reasons such as damaged or expired product. The majority of wholesaler returns are due to product expiration. Provisions for estimated product returns are recognized in the period the related revenue is recognized, resulting in a reduction to product sales.
For the six months ended June 30, 2026, compared to the same period in 2025, the increase in returns were primarily driven by higher returns in the U.S.
For additional information on our revenue reserves, please read Note 5, Revenue, to our condensed consolidated financial statements included in this report.
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COST AND EXPENSE
A summary of total cost and expense is as follows:
For the Three Months Ended June 30,
(In millions, except percentages) 2026 2025 $ Change % Change
Cost of sales, excluding amortization and impairment of acquired intangible assets $ 776.9 $ 605.0 $ 171.9 28.4 %
Research and development 529.6 399.0 130.6 32.7
Acquired in-process research and development, upfront and milestone expense 164.0 46.6 117.4 251.9
Selling, general and administrative 709.7 583.8 125.9 21.6
Amortization and impairment of acquired intangible assets 168.2 130.9 37.3 28.5
Collaboration profit sharing/(loss reimbursement) 68.8 75.0 (6.2) (8.3)
(Gain) loss on fair value remeasurement of contingent consideration 2.5 13.2 (10.7) (81.1)
Restructuring charges 165.4 (0.7) 166.1 nm
Other (income) expense, net 18.5 48.7 (30.2) (62.0)
Total cost and expense $ 2,603.6 $ 1,901.5 $ 702.1 36.9 %
For the Six Months Ended June 30,
(In millions, except percentages) 2026 2025 $ Change % Change
Cost of sales, excluding amortization and impairment of acquired intangible assets $ 1,437.9 $ 1,234.3 $ 203.6 16.5 %
Research and development 1,068.6 833.1 235.5 28.3
Acquired in-process research and development, upfront and milestone expense 198.0 247.3 (49.3) (19.9)
Selling, general and administrative 1,317.0 1,156.3 160.7 13.9
Amortization and impairment of acquired intangible assets 304.7 242.7 62.0 25.5
Collaboration profit sharing/(loss reimbursement) 143.0 133.1 9.9 7.4
(Gain) loss on fair value remeasurement of contingent consideration 23.0 22.8 0.2 0.9
Restructuring charges 173.3 34.6 138.7 400.9
Other (income) expense, net 38.2 117.1 (78.9) (67.4)
Total cost and expense $ 4,703.7 $ 4,021.3 $ 682.4 17.0 %
nm Not meaningful
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COST OF SALES, EXCLUDING AMORTIZATION AND IMPAIRMENT OF ACQUIRED INTANGIBLE ASSETS
For the Three Months Ended June 30, For the Six Months Ended June 30,
(In millions) 2026 2025 2026 2025
Product $ 582.3 $ 415.0 $ 1,061.0 $ 877.2
Royalty 194.6 190.0 376.9 357.1
Total cost of sales $ 776.9 $ 605.0 $ 1,437.9 $ 1,234.3
PRODUCT COST OF SALES
For the three and six months ended June 30, 2026, compared to the same periods in 2025, the increases in product cost of sales were primarily due to higher period costs, higher cost of contract manufacturing revenue driven by the timing of batch releases, and higher amortization costs associated with the acquired inventory fair value step-up adjustment for SKYCLARYS, SYFOVRE and EMPAVELI.
Contract manufacturing revenue includes LEQEMBI inventory produced for Eisai. Cost of sales as a percentage of revenue was adversely affected by LEQEMBI batches due to lower margins associated with this business. For additional information on our collaboration arrangements with Eisai, please read Note 18, Collaborative and Other Relationships, to our condensed consolidated financial statements included in this report.
As a result of our acquisition of Apellis in May 2026, we recorded approximately $712.0 million of acquired inventory related to SYFOVRE and EMPAVELI, inclusive of fair value step-up adjustments related to the acquired inventory of SYFOVRE and EMPAVELI totaling approximately $567.5 million. We expect these amounts to be fully amortized by the end of 2029. For the three and six months ended June 30, 2026, amortization from the fair value step-up adjustments was approximately $69.7 million. For additional information on our acquisition of Apellis, please read Note 2, Acquisitions, to these condensed consolidated financial statements.
As a result of our acquisition of Reata in September 2023 we recorded a fair value step-up adjustment related to the acquired inventory of SKYCLARYS. We expect this amount to be fully amortized by the end of 2028. For the three and six months ended June 30, 2026, amortization from the fair value step-up adjustment recorded in cost of sales was approximately $95.6 million and $146.4 million, respectively, compared to $52.5 million and $103.9 million, respectively, in the prior year comparative periods. For additional information on our acquisition of Reata, please read Note 2, Acquisitions, to our consolidated financial statements included in our 2025 Form 10-K.
ROYALTY COST OF SALES
For the three months ended June 30, 2026, compared to the same period in 2025, the increase in royalty cost of sales was primarily due to royalties of $4.9 million associated with agreements acquired from Apellis.
For the six months ended June 30, 2026, compared to the same period in 2025, the increase in royalty cost of sales was primarily due to higher royalties payable associated with higher sales of TYSABRI.
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RESEARCH AND DEVELOPMENT
Research and development expense, as a percentage of total revenue, was 19.4% and 15.1% for the three months ended June 30, 2026 and 2025, respectively.
For the three months ended June 30, 2026, compared to the same period in 2025, the increase in research and development was primarily driven by approximately $37.5 million of step-up amortization related to SKYCLARYS inventory, higher spend on clinical trials, including felzartamab, salanersen and litifilimab as well as operating expense from Apellis. Clinical trial spend related to litifilimab during the second quarter of 2026 and 2025 was offset by $25.0 million and $50.0 million, respectively, in research and development funding received from Royalty Pharma.
EARLY STAGE PROGRAMS
Q2 2026 vs. Q2 2025
The decrease in early stage program expense was driven by a decrease in costs associated with:
•the advancement of salanersen for the treatment of SMA to late stage.
LATE STAGE PROGRAMS
Q2 2026 vs. Q2 2025
The increase in late stage program expense was driven by an increase in costs associated with:
•the advancement of salanersen for the treatment of SMA;
•the development of felzartamab for AMR, IgAN and PMN; and
•the development of litifilimab for the treatment of CLE and SLE, offset by Royalty Pharma funding received during the second quarter of 2026 and 2025 of $25.0 million and $50.0 million, respectively.
MARKETED PROGRAMS
Q2 2026 vs. Q2 2025
The increase in marketed program expense was driven by an increase in costs associated with:
•$37.5 million of step-up amortization related to SKYCLARYS inventory; and
•operating expenses incurred subsequent to our acquisition of Apellis.
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Research and development expense, as a percentage of total revenue, was 20.5% and 16.4% for the six months ended June 30, 2026 and 2025, respectively.
For the six months ended June 30, 2026, compared to the same period in 2025, the increase in research and development was primarily driven by approximately $94.3 million of step-up amortization related to SKYCLARYS inventory, higher spend on clinical trials, including felzartamab, salanersen and litifilimab as well as operating expense from Apellis. Clinical trial spend related to litifilimab during 2026 and 2025 was offset by $50.0 million and $100.0 million, respectively, in research and development funding received from Royalty Pharma.
EARLY STAGE PROGRAMS
YTD 2026 vs. YTD 2025
The decrease in early stage programs was driven by a decrease in costs associated with:
•the advancement of felzartamab for IgAN and PMN to late stage.
LATE STAGE PROGRAMS
YTD 2026 vs. YTD 2025
The increase in late stage programs was driven by an increase in costs associated with:
•the development of felzartamab for AMR, IgAN and PMN;
•the development of litifilimab for the treatment of CLE and SLE, offset by Royalty Pharma funding received during 2026 and 2025 of $50.0 million and $100.0 million, respectively;
•the advancement of salanersen for the treatment of SMA; and
•the development of zorevunersen for the treatment of Dravet syndrome.
MARKETED PROGRAMS
YTD 2026 vs. YTD 2025
The increase in marketed programs was driven by an increase in costs associated with:
•$94.3 million of step-up amortization related to SKYCLARYS inventory;
•expenses incurred resulting from our acquisition of Apellis; and
•increased spend on LEQEMBI for the treatment of Alzheimer's disease.
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Research and development expense is reported above based on the following classifications. The development stage reported is based upon the program status when incurred. Therefore, the same program could be reflected in different development stages in the same year. For several of our programs, the research and development activities are part of our collaborative and other relationships. Our costs reflect our share of the total costs incurred.
•Research and discovery: represents costs incurred to support our discovery research and translational science efforts.
•Early stage programs: are programs in Phase 1 or Phase 2 development.
•Late stage programs: are programs in Phase 3 development or in registration stage.
•Marketed products: includes costs associated with product lifecycle management activities including, if applicable, costs associated with the development of new indications for existing products.
•Other research and development costs: A significant amount of our research and development costs consist of indirect costs incurred in support of overall research and development activities and non-specific programs, including activities that benefit multiple programs, such as management costs, as well as depreciation, information technology and facility-based expenses. These costs are considered other research and development costs in the table above and are not allocated to a specific program or stage.
We expect our core research and development expense to increase in 2026, primarily due to investments in our late-stage programs and the reduction of research and development funding received from Royalty Pharma, which concluded during the second quarter of 2026. We intend to continue committing significant resources to targeted research and development opportunities while continuing to invest in our pipeline, where there is a significant unmet need and where a drug candidate has the potential to be highly differentiated.
ACQUIRED IN-PROCESS RESEARCH AND DEVELOPMENT, UPFRONT AND MILESTONE EXPENSE
Acquired in-process research and development, upfront and milestone expense includes costs incurred in connection with collaboration and license agreements such as upfront and milestone payments and, when applicable, premiums on equity securities and asset acquisitions of acquired in-process research and development.
For the three and six months ended June 30, 2026, acquired in-process research and development, upfront and milestone expense totaled approximately $164.0 million and $198.0 million, respectively, compared to $46.6 million and $247.3 million, respectively, in the prior year comparative periods. The decrease was driven by higher upfront and milestone payments in 2025 compared to 2026.
For the three months ended June 30, 2026, acquired in-process research and development, upfront and milestone expense primarily consists of the following activity:
•Upfront payment of $100.0 million to TJ Bio to acquire exclusive rights to felzartamab in the greater China region;
•Milestone payment of $45.0 million to Ionis in connection with the initiation of a Phase 3 trial in salanersen; and
•Upfront payment of $15.0 million to Ionis in connection with an option to obtain a worldwide, exclusive, royalty-bearing license to develop and commercialize a pre-clinical therapy.
For the three months ended June 30, 2025, acquired in-process research and development, upfront and milestone expense primarily consists of the following activity:
•Milestone payment of $30.0 million to MorphoSys accrued in connection with the first patient dosed in a Phase 3 clinical trial of felzartamab for the treatment of IgAN; and
•Upfront payment of $16.0 million to City Therapeutics in connection with the closing of our strategic research arrangement in May 2025.
For the six months ended June 30, 2026, acquired in-process research and development, upfront and milestone expense also included the following activity:
•Upfront payment of $20.0 million to Alteogen in connection with the closing of our collaboration and license agreement; and
•Upfront payment of $12.0 million to Alloy in connection with the closing of our collaboration and license agreement.
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For the six months ended June 30, 2025, acquired in-process research and development, upfront and milestone expense also included the following activity:
•Upfront payment of $165.0 million to Stoke in connection with the closing of our collaboration and license agreement; and
•Milestone payment of $35.0 million to MorphoSys in connection with the first patient dosed in a Phase 3 clinical trial of felzartamab for the treatment of AMR.
For additional information on our collaboration arrangements, please read Note 18, Collaborative and Other Relationships, to our condensed consolidated financial statements included in this report.
SELLING, GENERAL AND ADMINISTRATIVE
For the three and six months ended June 30, 2026, compared to the same periods in 2025, selling, general and administrative expense increased by approximately 21.6% and 13.9%, respectively, primarily due to the inclusion of the commercial and management operations of Apellis subsequent to our acquisition of the company and an increase in operational spending on sales and marketing activities in support of our U.S. and international product launches.
We expect selling, general and administrative expense for 2026 to increase when compared to 2025. We anticipate increased spend related to our integration efforts around our acquisition of Apellis and continued investment in product launches and pre-launch activities, partially offset by reduced spending for our mature products.
AMORTIZATION AND IMPAIRMENT OF ACQUIRED INTANGIBLE ASSETS
Our amortization expense is based on the economic consumption and impairment of intangible assets. Our most significant amortizable intangible assets are related to TYSABRI, AVONEX, SPINRAZA, VUMERITY, SKYCLARYS, and upon the May 2026 acquisition of Apellis, SYFOVRE and EMPAVELI.
For the three and six months ended June 30, 2026, amortization of acquired intangible assets, excluding impairment charges, totaled $168.2 million and $304.7 million, respectively, compared to $127.4 million and $239.2 million, respectively in the prior year comparative periods. The increases were primarily due to higher rates of amortization for the acquired intangible assets associated with SKYCLARYS. Additionally, we recorded $22.6 million of amortization for the acquired intangible assets as part of our acquisition of Apellis for the three and six months ended June 30, 2026. For additional information on our acquisition of Apellis, please read Note 2, Acquisitions, to these condensed consolidated financial statements.
For the three and six months ended June 30, 2026, we had no impairment charges. For the three and six months ended June 30, 2025, amortization and impairment of acquired intangible assets reflect the impact of a $3.5 million impairment charge related to a compound acquired from HI-Bio.
For additional information on the amortization and impairment of our acquired intangible assets, please read Note 7, Intangible Assets and Goodwill, to our condensed consolidated financial statements included in this report.
COLLABORATION PROFIT SHARING/(LOSS REIMBURSEMENT)
Collaboration profit sharing/(loss reimbursement) includes Samsung Bioepis' 50.0% share of the profit or loss related to our biosimilars 2013 commercial agreement with Samsung Bioepis and collaboration profit sharing/(loss reimbursement) related to Supernus' 50.0% share of the profit or loss related to ZURZUVAE for PPD.
For the three and six months ended June 30, 2026, we recognized net profit-sharing expense of approximately $44.9 million and $102.1 million, respectively, to reflect Samsung Bioepis' 50.0% sharing of the net collaboration profits, compared to net profit-sharing expense of approximately $57.2 million and $105.2 million, respectively, in the prior year comparative periods.
For the three and six months ended June 30, 2026, we recognized net profit-sharing expense of approximately $23.9 million and $40.9 million, respectively, to reflect Supernus' 50.0% share of the net collaboration results, compared to net profit-sharing expense of approximately $17.8 million and $27.9 million, respectively, in the prior year comparative periods.
For additional information on our collaboration and license arrangements with Samsung Bioepis and Supernus, please read Note 18, Collaborative and Other Relationships, to our condensed consolidated financial statements included in this report.
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(GAIN) LOSS ON FAIR VALUE REMEASUREMENT OF CONTINGENT CONSIDERATION
Consideration payable for certain of our business combinations include future payments that are contingent upon the occurrence of a particular event or events. We record an obligation for such contingent consideration payments at fair value on the acquisition date. We then revalue our contingent consideration obligations each reporting period. Changes in the fair value of our contingent consideration obligations, other than changes due to payments, are recognized as a (gain) loss on fair value remeasurement of contingent consideration in our condensed consolidated statements of income. In connection with our acquisitions of HI-Bio and Apellis we recorded contingent consideration obligations related to potential milestone payments.
For the three and six months ended June 30, 2026, changes in the fair value of our contingent consideration obligations were primarily due to changes in the probabilities of success and expected timing of the achievement of certain remaining developmental milestones related to our acquisition of HI-Bio, and the recognition of a $4.1 million obligation related to the acquisition of Apellis.
During the second quarter of 2025 the first milestone related to the fourth patient dosed in a phase 3 clinical trial of felzartamab for AMR was achieved, resulting in a $150.0 million milestone payment made to the former shareholders of HI-Bio, which was paid during the third quarter of 2025.
For additional information on our acquisition of Apellis, please read Note 2, Acquisitions, to these condensed consolidated financial statements. For additional information on our acquisition of HI-Bio, please read Note 2, Acquisitions, to our consolidated financial statements included in our 2025 Form 10-K.
RESTRUCTURING CHARGES
APELLIS INTEGRATION
Following the closing of the Apellis acquisition, we implemented an integration plan designed to realize operating synergies through cost savings and avoidance. For the three and six months ended June 30, 2026, we recognized approximately $153.2 million of net pre-tax restructuring charges, primarily consisting of employee severance costs and the acceleration of bonus payments that were subject to a double-trigger provision.
For additional information on our cost saving initiatives, please read Note 4, Restructuring, to our consolidated financial statements included in our 2025 Form 10-K.
2023 FIT FOR GROWTH RESTRUCTURING PROGRAM
In 2023 we initiated cost saving measures as part of our Fit for Growth program to reduce operating costs, while improving operating efficiency and effectiveness. The Fit for Growth program generated approximately $1.0 billion in gross operating expense savings by the end of 2025, some of which has been reinvested in various initiatives. The Fit for Growth program included net headcount reductions of approximately 1,400 employees and we incurred total restructuring charges of approximately $320.0 million, by the end of 2025.
For the six months ended June 30, 2025, we recorded approximately $34.2 million in restructuring charges related to severance costs from our Fit for Growth program within restructuring charges in our condensed consolidated statements of income.
OTHER (INCOME) EXPENSE, NET
For the three and six months ended June 30, 2026, compared to the same periods in 2025, the changes in other (income) expense, net primarily reflects higher gains on our equity investments in 2026.
INTEREST INCOME AND EXPENSE
For the three and six months ended June 30, 2026, net interest expense were approximately $57.0 million and $86.7 million, respectively, compared to $40.3 million and $76.4 million, respectively, in the prior year comparative periods. The changes were primarily due to lower interest income and higher interest expense resulting from our acquisition of Apellis. We anticipate higher net interest expense to continue in 2026 compared to 2025.
NET (GAINS) LOSSES IN EQUITY SECURITIES
For the three months ended June 30, 2026, net unrealized and realized gains on our holdings in equity securities were approximately $42.8 million and zero, respectively, compared to net unrealized and realized gains of approximately $5.3 million and zero, respectively, in the prior year comparative periods.
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•The net unrealized gains recognized during the three months ended June 30, 2026, primarily reflect an increase in the aggregate fair value of our investment in Denali common stock of approximately $46.7 million.
•The net unrealized gains recognized during the three months ended June 30, 2025, primarily reflect an increase in the aggregate fair value of our investments in Sage and Denali common stock of approximately $10.1 million. Sage was later disposed of during the third quarter of 2025.
For the six months ended June 30, 2026, net unrealized and realized gains on our holdings in equity securities were approximately $61.9 million and $3.2 million, respectively, compared to net unrealized losses and realized gains of approximately $35.7 million and $5.4 million, respectively, in the prior year comparative periods.
•The net unrealized gains recognized during the six months ended June 30, 2026, primarily reflect an increase in the aggregate fair value of our investment in Denali common stock of approximately $65.9 million.
•The net unrealized losses recognized during the six months ended June 30, 2025, primarily reflect a decrease in the aggregate fair value of our investments in Denali common stock of approximately $45.7 million, partially offset by an increase in the fair value of Sage common stock of approximately $23.0 million. Sage was later disposed of during the third quarter of 2025.
INCOME TAX PROVISION
For the Three Months Ended June 30, For the Six Months Ended June 30,
(In millions, except percentages) 2026 2025 2026 2025
Income before income tax (benefit) expense $ 132.4 $ 744.0 $ 510.1 $ 1,055.2
Income tax (benefit) expense 34.9 109.2 93.1 179.9
Effective tax rate 26.4 % 14.7 % 18.3 % 17.0 %
Our effective tax rate fluctuates from year to year due to the global nature of our operations. The factors that most significantly impact our effective tax rate include changes in tax laws, variability in the allocation of our taxable earnings among multiple jurisdictions, the amount and characterization of our research and development expense, the levels of certain deductions and credits, acquisitions and licensing transactions.
For the three and six months ended June 30, 2026, our effective tax rate was 26.4% and 18.3%, respectively, compared to 14.7% and 17.0%, respectively, in the prior year comparative periods. The increase in our effective tax rate for the three months ended June 30, 2026 was primarily driven by non-deductible expenses related to our Apellis acquisition and, to a lesser extent, the favorable deferred tax impacts of decreases in foreign withholding taxes recorded in the second quarter of 2025. The six months ended June 30, 2026, compared to the same period in 2025, also reflects favorable impacts of a current year settlement of a foreign tax audit and the vesting of certain share-based awards.
PILLAR TWO
The OECD has issued model rules, which generally provide for a jurisdictional minimum effective tax rate of 15.0% as defined in those rules. Various countries have or are in the process of enacting legislation intended to implement the principles. Our income tax provision for the three and six months ended June 30, 2026 and 2025, reflects currently enacted legislation and guidance related to the OECD model rules, including the Pillar Two side-by-side package announced by the OECD in January 2026. This enacted legislation and guidance related to the OECD model rules did not result in any material adjustments to our income tax provision or income tax balances as of June 30, 2026 and December 31, 2025. At this stage, we do not believe the side-by-side package impacts our financial results as of June 30, 2026 and December 31, 2025.
For additional information on our income taxes, please read Note 17, Income Taxes, to our consolidated financial statements included in our 2025 Form 10-K.
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FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
Our financial condition is summarized as follows:
(In millions, except percentages) As of June 30, 2026 As of December 31, 2025 $ Change % Change
Financial assets:
Cash and cash equivalents $ 1,285.0 $ 3,008.5 $ (1,723.5) (57.3) %
Marketable securities — current — 807.2 (807.2) (100.0)
Marketable securities — non-current — 431.9 (431.9) (100.0)
Total cash, cash equivalents and marketable securities $ 1,285.0 $ 4,247.6 $ (2,962.6) (69.7) %
Borrowings:
Current portion notes payable $ 800.0 $ — $ 800.0 nm
Notes payable $ 7,290.3 $ 6,286.8 $ 1,003.5 16.0 %
Total borrowings $ 8,090.3 $ 6,286.8 $ 1,803.5 28.7 %
Working capital:
Current assets $ 7,305.7 $ 8,974.1 $ (1,668.4) (18.6) %
Current liabilities (3,917.1) (3,349.4) (567.7) 16.9
Total working capital $ 3,388.6 $ 5,624.7 $ (2,236.1) (39.8) %
OVERVIEW
We have historically financed and expect to continue to fund our operating and capital expenditures primarily through cash flow earned through our operations and borrowings, as well as our existing cash resources. We believe that the continued overall decline in our MS business from generic and biosimilar competition, our investments in the launch of key new products, the cost of developing of our pipeline and the completion of research funding arrangement with Royalty Pharma will have a significant adverse impact on our future cash flow from operations. We expect that these factors will be partially offset in the long term by the increased sales of new products and cash flows from the Apellis business.
We believe that our existing funds, when combined with cash generated from operations and our access to additional financing resources, if needed, are sufficient to satisfy our operating, working capital, strategic alliance, milestone payment, capital expenditure and debt service requirements for the foreseeable future. In addition, we may choose to opportunistically return cash to shareholders and pursue other business initiatives, including acquisition and licensing activities. We may also seek additional funding through a combination of new collaborative agreements, strategic alliances and additional equity and debt financings or from other sources should we identify a significant new opportunity.
On May 14, 2026, we completed the acquisition of all of the issued and outstanding shares of Apellis for $5.3 billion. This transaction was funded with available cash and marketable securities on hand, supplemented by the issuance of a $2.0 billion term loan under our 2026 Term Loan and a $400.0 million drawdown from our revolving credit facility. In connection with the acquisition we assumed responsibility for its outstanding debt obligations totaling approximately $496.7 million, which we subsequently repaid as of June 30, 2026. Additionally, we converted Apellis's outstanding unvested equity awards into cash awards totaling $416.3 million. These awards vest over the remaining requisite service periods of the original awards and are payable only if the applicable service conditions are satisfied, unless accelerated under specified termination provisions.
For additional information on our acquisition of Apellis, please read Note 2, Acquisitions, to our condensed consolidated financial statements included in this report.
For additional information on certain risks that could negatively impact our financial position or future results of operations, please read Item 1A. Risk Factors and Item 3. Quantitative and Qualitative Disclosures About Market Risk included in this report.
LIQUIDITY
WORKING CAPITAL
Working capital is defined as current assets less current liabilities. Our working capital was $3.4 billion and $5.6 billion as of June 30, 2026 and December 31, 2025, respectively. The change in working capital reflects a decrease
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in total current assets of approximately $1.7 billion and an increase in total current liabilities of approximately $567.7 million. The changes in total current assets and total current liabilities were primarily driven by the following:
CURRENT ASSETS
•$2.5 billion decrease in cash, cash equivalents and current marketable securities primarily due to consideration paid for our acquisition of Apellis as well as the repayment of $496.7 million in outstanding debt obligations assumed as part our Apellis acquisition;
•$543.2 million increase in accounts receivable primarily due to acquired receivables resulting for our acquisition of Apellis; and
•$216.2 million increase in inventory primarily due to the fair value step up adjustment for acquired inventory resulting from our acquisition of Apellis.
CURRENT LIABILITIES
•$800.0 million increase in current portion of debt due to the short-term portion of the outstanding term loan related to our acquisition of Apellis; and
•$176.3 million decrease in accrued expense and other primarily due to the timing of our annual incentive compensation payment.
For additional information on our acquisition of Apellis, please read Note 2, Acquisitions, to our condensed consolidated financial statements included in this report.
CASH, CASH EQUIVALENTS AND MARKETABLE SECURITIES
As of June 30, 2026, we had cash, cash equivalents and marketable securities totaling approximately $1.3 billion compared to approximately $4.2 billion as of December 31, 2025. The decrease in the balance was primarily due to the use of cash, cash equivalents and marketable securities to fund our acquisition of Apellis and subsequent settlement of its outstanding debt obligations, partially offset by the issuance of term loans and cash generated from operations.
Until required for another use in our business, we typically invest our cash reserves in bank deposits, certificates of deposit, commercial paper, corporate notes, U.S. and foreign government instruments, overnight reverse repurchase agreements and other interest-bearing marketable debt instruments in accordance with our investment policy. It is our policy to mitigate credit risk in our cash reserves and marketable securities by maintaining a well-diversified portfolio that limits the amount of exposure as to institution, maturity and investment type. We have experienced no significant limitations in our liquidity resulting from uncertainties in the banking sector.
For additional information on our collaboration arrangements, please read Note 18, Collaborative and Other Relationships, to our condensed consolidated financial statements included in this report.
CASH FLOW
The following table summarizes our cash flow activity:
For the Six Months Ended June 30,
(In millions, except percentages) 2026 2025 % Change
Net cash flow provided by (used in) operating activities $ 1,094.4 $ 420.2 160.4 %
Net cash flow provided by (used in) investing activities (4,048.7) (104.3) nm
Net cash flow provided by (used in) financing activities 1,252.2 (34.7) nm
nm Not meaningful
OPERATING ACTIVITIES
Operating cash flow is derived by adjusting our net income for:
•non-cash operating items such as depreciation and amortization, impairment charges, unrealized (gain) loss on strategic investments and share-based compensation;
•changes in operating assets and liabilities, which reflect timing differences between the receipt and payment of cash associated with transactions and when they are recognized in results of operations; and
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•(gains) losses on the disposal of assets, deferred income taxes, changes in the fair value of contingent payments associated with our acquisitions of businesses and acquired in-process research and development.
For the six months ended June 30, 2026, compared to the same period in 2025, the increase in net cash flow provided by operating activities was primarily due to higher worldwide tax payments in 2025, compared to the same period in 2026. Net income in 2025 also included the $165.0 million upfront payment made to Stoke in connection with the closing of our collaboration and license agreement.
INVESTING ACTIVITIES
For the six months ended June 30, 2026, compared to the same period in 2025, the change in net cash flow in investing activities was primarily due to a $5.1 billion payment made in 2026 for our acquisition of Apellis, net of cash acquired. Additionally, in April 2026 we entered into a definitive agreement with TJ Bio to acquire TJ Bio's exclusive rights to felzartamab in the greater China region and made an upfront payment of $100.0 million during the second quarter of 2026.
FINANCING ACTIVITIES
For the six months ended June 30, 2026, compared to the same period in 2025, the change in net cash flow in financing activities was primarily due to the issuance of term loans totaling $2.0 billion under 2026 Term Loan which were used to partially fund our acquisition of Apellis, partially offset by a $200.0 million payment to settle a portion of the 2026 Term Loan and payments to settle debt obligations assumed from our Apellis acquisition totaling $496.7 million. Additionally, we borrowed $400.0 million under our revolving credit facility during the second quarter of 2026 and was repaid in full in June 2026.
CAPITAL RESOURCES
DEBT AND CREDIT FACILITIES
LONG-TERM DEBT AND TERM LOAN CREDIT AGREEMENTS
Our long-term obligations consist of our 2026 Term Loan and long-term debt related to our Senior Notes with final maturity dates ranging between 2030 and 2055. As of June 30, 2026, our outstanding balance related to long-term debt was $7.3 billion, net of discounts and debt offering costs.
In connection with our acquisition of Apellis we entered into a $2.0 billion term loan credit agreement. On the closing date of the Apellis acquisition we drew $2.0 billion from the 2026 Term Loan, comprised of a $1.0 billion floating rate 364-day tranche and a $1.0 billion floating rate two-year tranche. As of June 30, 2026, we had $1.8 billion outstanding under the term loan credit agreement, of which $800.0 million was outstanding under the 364-day tranche and $1.0 billion outstanding under the two-year tranche.
2024 REVOLVING CREDIT FACILITY
In August 2024 we entered into a $1.5 billion, five-year senior unsecured revolving credit facility under which we are permitted to draw funds for working capital and general corporate purposes. The terms of the revolving credit facility include a financial covenant that requires us not to exceed a maximum consolidated leverage ratio. We borrowed $400.0 million under our revolving credit facility during the second quarter of 2026 and this borrowing was repaid in full in June 2026. As of June 30, 2026 and December 31, 2025, we had no outstanding borrowings and were in compliance with all covenants under this facility.
For a summary of the fair and carrying values of our outstanding borrowings as of June 30, 2026 and December 31, 2025, please read Note 8, Fair Value Measurements, to our condensed consolidated financial statements included in this report.
For additional information on our credit facility please read Note 12, Indebtedness, to these condensed consolidated financial statements.
SHARE REPURCHASE PROGRAMS
In October 2020 our Board of Directors authorized our 2020 Share Repurchase Program, which is a program to repurchase up to $5.0 billion of our common stock. Our 2020 Share Repurchase Program does not have an expiration date. All shares repurchased under our 2020 Share Repurchase Program were retired. There were no share repurchases of our common stock during the three and six months ended June 30, 2026 and 2025. Approximately $2.1 billion remained available under our 2020 Share Repurchase Program as of June 30, 2026.
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CONTRACTUAL OBLIGATIONS AND OFF-BALANCE SHEET ARRANGEMENTS
CONTRACTUAL OBLIGATIONS
Our contractual obligations primarily consist of our obligations under non-cancellable operating leases, long-term debt obligations and defined benefit and other purchase obligations, excluding amounts related to uncertain tax positions, funding commitments, research and development funding arrangements with third parties, contingent development, regulatory and commercial milestone payments and contingent payments, as described below.
In addition, certain of our collaboration and licensing arrangements include royalty payment obligations. For additional information on our royalty payments please read, Note 22, Commitments and Contingencies, to our consolidated financial statements included in our 2025 Form 10-K.
In connection with our acquisition of Apellis in May 2026 we assumed additional contractual obligations related to operating lease commitments and royalty payments. Apellis entered into agreements to pay royalties on future sales which will cumulatively range in the low to mid single digits.
Aside from our new commitments related to Apellis, there have been no material changes in our contractual obligations since December 31, 2025.
CONTINGENT CONSIDERATION RELATED TO ACQUISITION OF BUSINESSES
In connection with our acquisition of Apellis in May 2026, each shareholder is entitled to one contractual, non-transferable contingent value right per share representing the right to receive contingent cash payments of up to an aggregate of $4.00 per share in cash, subject to the achievement of specified annual global net sales thresholds for SYFOVRE. For additional information on our acquisition of Apellis, please read Note 2, Acquisitions, to these condensed consolidated financial statements.
In connection with our acquisition of Alcyone in November 2025, we may pay additional development and regulatory milestone payments to the former shareholders of Alcyone of up to a total of $75.0 million if approval is received for ThecaFlex DRx administration of SPINRAZA or other additional pipeline products.
In connection with our acquisition of HI-Bio in July 2024, we may make additional payments based upon the achievement of certain milestone events. We recognized the contingent consideration obligations associated with this acquisition at its fair value on the acquisition date and we revalue this obligation each reporting period. We may pay up to approximately $350.0 million in remaining milestones related to this acquisition. For additional information on our acquisition of HI-Bio, please read Note 2, Acquisitions, to our consolidated financial statements included in our 2025 Form 10-K.
CONTINGENT DEVELOPMENT, REGULATORY AND COMMERCIAL MILESTONE PAYMENTS
Based on our development plans as of June 30, 2026, we could make potential future milestone payments to third parties of up to approximately $7.9 billion, including approximately $1.0 billion in development milestones, approximately $0.9 billion in regulatory milestones and approximately $6.0 billion in commercial milestones, as part of our various collaborations, including licensing and development programs. Payments under these agreements generally become due and payable upon achievement of certain development, regulatory or commercial milestones. Because the achievement of these milestones was not considered probable as of June 30, 2026, such contingencies have not been recorded in our financial statements. Amounts related to contingent milestone payments are not considered contractual obligations as they are contingent on the successful achievement of certain development, regulatory or commercial milestones.
If certain research milestones are met, we may pay up to approximately $25.3 million in additional milestones in 2026 under our current agreements, excluding opt-in payments.
OTHER FUNDING COMMITMENTS
As of June 30, 2026, we have several ongoing clinical studies in various clinical trial stages. Our most significant clinical trial expenditures are to CROs. The contracts with CROs are generally cancellable, with notice, at our option. We recorded accrued expense of approximately $38.5 million in our condensed consolidated balance sheets for expenditures incurred by CROs as of June 30, 2026. We have approximately $627.6 million in cancellable future commitments based on existing CRO contracts as of June 30, 2026.
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TAX RELATED OBLIGATIONS
We exclude liabilities pertaining to uncertain tax positions from our summary of contractual obligations as we cannot make a reliable estimate of the period of cash settlement with the respective taxing authorities. As of June 30, 2026, we have approximately $145.2 million of liabilities associated with uncertain tax positions.
NEW ACCOUNTING STANDARDS
For a discussion of new accounting standards please read Note 1, Summary of Significant Accounting Policies, to our condensed consolidated financial statements included in this report.
CRITICAL ACCOUNTING ESTIMATES
The preparation of our condensed consolidated financial statements, which have been prepared in accordance with U.S. GAAP, requires us to make estimates, judgments and assumptions that may affect the reported amounts of assets, liabilities, equity, revenue and expense and related disclosure of contingent assets and liabilities. On an ongoing basis we evaluate our estimates, judgments and assumptions. We base our estimates on historical experience and on various other assumptions that we believe are reasonable, the results of which form the basis for making judgments about the carrying values of assets, liabilities and equity and the amount of revenue and expense. Actual results may differ from these estimates.
There have been no material changes to our critical accounting estimates since our 2025 Form 10-K. For a discussion of our other critical accounting estimates, please read Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in our 2025 Form 10-K.