The following Operating and Financial Review and Prospects should be read in conjunction with our audited consolidated financial statements and related notes included elsewhere in this Annual Report. In addition to historical consolidated financial information, this discussion also contains forward-looking statements, based on current expectations and related to future events and our future financial performance, that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors, including but not limited to those set forth under “Risk Factors” and elsewhere in this Annual Report. This Annual Report contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act and as defined in the Private Securities Litigation Reform Act of 1995. See “Special Note Regarding Forward-Looking Statements”. Financial Overview The following selected statements of consolidated operations data for the years ended December 31, 2023, 2024 and 2025 and the selected statement of consolidated financial position data as of December 31, 2024 and 2025 have been derived from our audited consolidated financial statements included elsewhere in this Annual Report. Our audited consolidated financial statements have been prepared in accordance with IFRS Accounting standards, as issued by the International Accounting Standards Board, or IASB. The audited consolidated financial statements as of December 31, 2024 and 2025 and for the years ended December 31, 2023, 2024 and 2025 are presented in US dollars, which differs from the functional currency of Cellectis S.A., which is the Euro. The following selected consolidated financial data for the periods and as of the dates indicated are qualified by reference to and should be read in conjunction with our consolidated financial statements and related notes beginning on page F-1 of this Annual Report. Our historical results for any prior period do not necessarily indicate our results to be expected for any future period. For the year ended December 31, 2023 2024 2025 $ in thousands Revenues and other income 9,193 49,217 79,592 Operating expenses Cost of revenue (737 ) - - Research and development expenses (87,646 ) (90,536 ) (93,517 ) Selling, general and administrative expenses (16,812 ) (19,085 ) (19,790 ) Other operating income and expenses (1,300 ) 849 638 Operating income (loss) (97,302 ) (59,554 ) (33,076 ) Financial gain (loss) (19,163 ) - 22,793 - (34,940 ) Income tax (371 ) (0 ) 423 Income (loss) from continuing operations (116,835 ) (36,761 ) (67,593 ) Income (loss) from discontinued operations 8,392 - - Net income (loss) (108,443 ) (36,761 ) (67,593 ) Attributable to shareholders of Cellectis (101,059 ) (36,761 ) (67,593 ) Attributable to non-controlling interests (7,384 ) - - Earnings per share attributable to shareholders of Cellectis (1) Basic and diluted (2) (1.77 ) (0.41 ) (0.67 ) Number of shares used for computing Basic and diluted (1) 57,012,815 90,566,346 100,279,276 Other operating data Adjusted Net Income (Loss) attributable to shareholders of Cellectis (3) (93,973 ) (33,594 ) (61,483 ) (1)See Note 19 to our consolidated financial statements for further details on the calculation of basic and diluted loss per ordinary share. (2)Potential ordinary shares resulting from the exercise of share warrants and employee warrants are antidilutive. (3)Adjusted Net Income (Loss) attributable to shareholders of Cellectis is not a measure calculated in accordance with IFRS® Accounting Standards. We define Adjusted Net Income (Loss) attributable to shareholders of Cellectis as our Net Income (Loss) attributable to shareholders of Cellectis, adjusted to eliminate the impact of Non-cash stock-based compensation expense. See “Note Regarding Use of Non-IFRS Financial Measures” for important information. Please refer below for a reconciliation of Adjusted Net Income (Loss) attributable to shareholders of Cellectis to Net Income (Loss) attributable to shareholders of Cellectis, which is the most directly comparable financial measure calculated in accordance with IFRS Accounting Standards. See “Note Regarding Use of Non-IFRS Financial Measures. 74 Statement of Consolidated Financial Position Data As of December 31, 2023 2024 2025 $ in thousands Current financial assets and Cash and cash equivalents 203,815 260,306 208,663 Other assets 130,456 123,238 116,057 Total assets 334,270 383,544 324,720 Shareholders' equity 84,695 131,033 75,901 Non current liabilities 94,431 86,241 103,067 Current liabilities 155,144 166,269 145,752 Total shareholders' equity and liabilities 334,270 383,545 324,720 Reconciliation of Adjusted Net Income (Loss) attributable to shareholders of Cellectis to Net Income (Loss) attributable to shareholders of Cellectis For the year ended December 31, 2023 2024 2025 $ in thousands Net Income (Loss) attributable to shareholders of Cellectis (101,059 ) (36,761 ) (67,593 ) Adjustment of non-cash stock-based compensation expense from continued operations: Research and development expenses 3,952 2,028 4,142 Selling, general and administrative expenses 1,281 1,139 1,968 Total non-cash stock-based compensation expense from continued operations 5,233 3,167 6,110 Adjustment of non-cash stock-based compensation expense from discontinued operations 3,859 0 0 Non-cash stock-based compensation expense attributable to non controlling interests (2,006 ) 0 0 Adjusted Net Income (Loss) attributable to shareholders of Cellectis * (93,973 ) (33,594 ) (61,483 ) ** Non-IFRS financial measure. See "Note Regarding Use of Non-IFRS Financial Measures" for important information. Overview We are a clinical stage biotechnological company, employing our core proprietary technologies to develop products based on gene-editing with a portfolio of allogeneic UCART product candidates in the field of immuno-oncology and gene therapy product candidates in other therapeutic indications. Our UCART product candidates, based on gene-edited T-cells that express chimeric antigen receptors, or CARs, seek to harness the power of the immune system to target and eradicate cancers. We believe that CAR-based immunotherapy is one of the most promising areas of cancer research, representing a new paradigm for cancer treatment. We are designing next-generation immunotherapies that are based on gene-edited CAR T-cells. Our gene-editing technologies allow us to create allogeneic CAR T-cells, meaning they are derived from healthy donors rather than the patients themselves. We believe that the allogeneic production of CAR T-cells will allow us to develop cost-effective, “off-the-shelf” products that are capable of being stored and distributed worldwide. Our gene-editing expertise also enables us to develop product candidates that feature additional safety and efficacy attributes, including control properties designed to prevent them from attacking healthy tissues, to enable them to tolerate standard oncology treatments, and to equip them to resist mechanisms that inhibit immune-system activity. Together with our focus on immuno-oncology, we are developing gene therapy product candidates in other therapeutic indications. As from June 1, 2023 and the deconsolidation of Calyxt, we view our operations and manage our business in a single operating and reportable segment corresponding to the Therapeutics segment. Our Therapeutics segment is focused on the development of products in the field of immuno-oncology and monogenic diseases. Our former Plants segment is presented as discontinued operations for the year-end period ended December 31, 2023. All tables referring to the year-end period ended December 31, 2023 present Calyxt’s results over a five-month period from January 1, 2023 to May 31, 2023. Since our inception in early 2000, we have devoted substantially all of our financial resources to research and development efforts. Our current research and development focuses primarily on our CAR T-cell immunotherapy and gene therapy product candidates, including conducting the pre-clinical activities, and preparing to conduct clinical studies of our UCART product candidates, providing general and administrative support for these operations and protecting our intellectual property. We do not have any therapeutics products approved for sale and have not generated any revenues from therapeutic product sales. As of December 31, 2025, we were eligible to receive potential development and commercial milestone payments pursuant to (i) the License, Development and Commercialization Agreement dated March 6, 2019 between Servier and Cellectis, as amended on March 4, 2020 (the “Servier License Agreement”), estimated of up to $340 million and (ii) the License Agreement dated March 8, 2019 between Allogene and Cellectis (the “Allogene License Agreement”) in a per target aggregate amount of up to $185.0 million, with aggregate 75 milestone payments received as of the date of this Annual Report of $15.0 million. Under the Allogene License Agreement, we are eligible to receive tiered royalties on annual worldwide net sales of any products that are commercialized by Allogene that contain or incorporate, are made using or are claimed or covered by, our intellectual property licensed to Allogene under the Allogene License Agreement at rates in the high single-digit percentages. Under the Servier License Agreement, we are eligible to receive flat low double-digit royalties based on annual net sales of commercialized products as well as a low double-digit royalty on certain development milestone payments received by Servier under sublicenses. As of December 31, 2025, we were eligible to receive payments pursuant to the AZ JRCA of an option exercise fee and development, regulatory and sales-related milestone payments, ranging from $80 million up to $253 million, per each of the 10 candidate products covered by the AZ JRCA, plus tiered royalties, which may range from mid-single to low-double digits, based on the sale of Licensed Products. For the twelve-month period ended December 31, 2025, we mainly derived our Therapeutics revenues from the JRCA with AstraZeneca, and from other license agreements for the use of our gene editing technology. On September 15, 2022, Servier sent to us and Allogene a notice of discontinuation of its involvement in the development of the CD19 Products (including notably UCART19 V1 and cema-cel) and in May 2024, Allogene announced the signature of an amendment and settlement agreement which amended the license agreement between Servier and Allogene. Pursuant to this amendment, the licensed territory has been extended to the European Union and the United Kingdom and Allogene has been granted an option to extend its licensed territory to China and Japan subject to certain conditions. See “Risk Factors— Risks Related to Our Reliance on Third Parties—Servier’s discontinuation of its involvement in the development of CD19 Products may have adverse consequences.” As of the date of this Annual Report, we are sponsoring clinical studies with respect to two proprietary Cellectis UCART product candidates: the BALLI-01 Study and the NATHALI-01 Study. For more information, see “Item 4. Information on the Company-B.Business Overview-Our Strategy.” For a discussion of our operating capital requirements and funding sources, please see “Liquidity and Capital Resources” below. Financial Operations Overview We have incurred net losses in nearly each year since our inception. Substantially all of our net losses resulted from costs incurred in connection with our development programs and from selling, general and administrative expenses associated with our operations. As we continue our intensive research and development programs, we expect to continue to incur significant expenses and expect to incur losses for near-term future periods. We anticipate that such expenses will increase substantially if and as we: •progress our clinical studies BALLI-01 and NATHALI-01; •continue to advance the research and development of our current and future immuno-oncology product candidates; •advance research and development efforts for our gene therapy product candidates; •further develop and refine the manufacturing process for our immuno-oncology product candidates; •maintain our manufacturing facilities in Paris (France) and Raleigh (North Carolina, USA), continue production at our in-house manufacturing facilities and change or add additional manufacturers or suppliers of biological materials to support our in-house manufacturing capabilities; •seek regulatory and marketing approvals for our product candidates, if any, that successfully complete development; •establish a sales, marketing and distribution infrastructure to commercialize any products for which we may obtain marketing approval; •seek to identify and validate additional product candidates; •acquire or in-license other product candidates, technologies or biological material; •make milestone or other payments under any in-license agreements; •maintain, protect and expand our intellectual property portfolio; •seek to attract and retain new and existing skilled personnel; •experience any delays or encounter issues with any of the above. We do not expect to generate material revenues from sales of our product candidates unless and until we successfully complete development of, and obtain marketing approval for, one or more of our product candidates, which we expect will take a number of years and is subject to significant uncertainty. Accordingly, we anticipate that we will need to raise additional capital prior to completing clinical development of any of our therapeutic product candidates. Until such time that we can generate substantial revenues from sales of our product candidates, if ever, we expect to finance our operating activities through a combination of milestone payments received pursuant to our collaboration and license agreements, equity offerings, debt financings, government or other third-party funding and collaborations, and licensing arrangements. However, we may be unable to raise additional funds or enter into such arrangements when needed on favorable terms, or at all, which would have a negative impact on our financial condition and could force us to delay, limit, reduce or terminate our development programs or commercialization efforts or grant to other rights to develop or market product candidates that we would otherwise prefer to develop and market ourselves. Failure to receive additional funding could cause us to cease operations, in part or in full. Our consolidated financial statements for 2023, 2024 and 2025 have been prepared in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board, or IASB. 76 Financial Operations Overview Revenues and Other Income Collaboration agreements and licenses We derive substantially all of our therapeutics revenues from milestone payments, services and royalties on licensed technologies and collaboration agreements. For the year ended December 31, 2025, substantially all of our revenues were derived from the AZ JRCA and from other license agreements for the use of our gene editing technology. All consideration payments for research and development programs are deferred as a contract liability and recognized when the performance obligation is satisfied, as the partner receives the benefits of the services. When a specific research and development program is put on hold, as agreed by our partner as part of a joint executive committee decision, the revenue recognition continues to be deferred until research and development efforts resume. If the joint decision is to abandon the project, deferred revenue is fully recognized. The triggering event for a milestone payment may be scientific results achieved by us or another party to the arrangement, regulatory approvals, or the marketing of products developed under the arrangement. Research and development costs reimbursements are recognized on a time and material basis over the length of the specific research and development project. Royalties are based on sales of licensed products or technologies. They are recognized in accordance with the terms of the licensing agreement at the later when (i) the subsequent sale or usage occurs; and (ii) the performance obligation to which the sales-based or usage-based royalties relates has been satisfied. Our ability to generate product revenues and become profitable depends upon our and our collaborators’ ability to successfully develop and commercialize products. If we fail to become profitable or are unable to sustain profitability on a continuing basis, then we may be unable to continue our operations at planned levels and be forced to reduce our operations. Sales of products and services Revenues on sales of products are recognized once the control over the delivered products is transferred to the customer. Sales include shipping and handling charges if billed to the customer and are reported net of trade promotion and other costs, including estimated allowances for returns, unsalable products and prompt pay discounts. Sales, use, value-added and other excise taxes are not recognized in revenue. Trade promotions are recorded based on estimated participation and performance levels for offered programs at the time of sale. We generally do not allow a right of return. We also offer research services, which revenue is recognized over time, as the customer receives the benefits of the services. Other Income Research Tax Credit The main research tax credit that we benefit from is the Crédit d’Impôt Recherche, or CIR, which is granted to companies by the French tax authorities in order to encourage them to conduct technical and scientific research. Companies demonstrating that they have research expenditures that meet the required CIR criteria receive a tax credit that may be used for the payment of their income tax due for the fiscal year in which the expenditures were incurred and during the next three fiscal years. Any unused portion of the tax credit is then refunded by the French treasury. If a company meets certain criteria in terms of sales, headcount or assets to be considered a small/middle size company, such company can request immediate refund of the remaining tax credit, without application of the three-year period. As from January 2021, Cellectis S.A. no longer meets such criteria. The expenditures taken into account for the calculation of the CIR only involve research expenses. The main characteristics of the CIR are the following: •the CIR results in a cash inflow to us from the tax authorities; •a company’s corporate income tax liability does not limit the amount of the CIR; and •the CIR is not included in the determination of the corporate income tax. We have concluded that the CIR meets the definition of a government grant as defined in IAS 20, Accounting for Government Grants and Disclosure of Government Assistance, and that the classification as other income within operating loss in our statement of operations is appropriate. Operating Expenses Our operating expenses consist primarily of research and development expenses and selling, general and administrative expenses. Research and Development Expenses We engage in substantial research and development efforts to develop innovative CAR T-cell immunotherapy. Research and development expenses consist primarily of: •personnel costs, including salaries, related benefits and share-based compensation, for our employees engaged in scientific research and development functions; •cost of third-party contractors such as contract research organizations, or CROs, and academic institutions involved in pre-clinical or clinical trials that we may conduct, or third-party contractors involved in field trials; 77 •purchases and manufacturing of biological materials, real-estate leasing costs as well as conferences and travel costs; •costs to write and support the research for filing patents; •expenses related to several license agreements we have entered into to obtain access to technology that we use in our product development efforts; and •certain other expenses, such as expenses for use of laboratories and facilities for our research and development activities. We classify personnel and other costs related to information technology, human resources, business development, legal, intellectual property and general management in research and development expense based on the contribution of each of these departments to research and development activities versus general and administrative activities. Our research and development efforts are focused as of the date of this report on our product candidates: (i) lasme-cel (previously known as UCART22), currently evaluated in the BALLI-01 Study, (ii) eti-cel (previously known as UCART20x22), currently evaluated in the NATHALI-01 Study and (iii) other product candidates which are in the pre-clinical development phases. We use our employee and infrastructure resources across multiple research and development programs directed toward developing our cell-based platform and for identifying and developing product candidates. We manage certain activities such as pre-clinical and clinical research and manufacture of product candidates through our partner institutions or other third-party vendors. Due to the number of ongoing projects and our ability to use resources across several projects, we do not record or maintain information regarding the costs incurred for our research and development programs on a program-specific basis. Our research and development efforts are central to our business and account for a significant portion of our operating expenses. We expect that our research and development costs will increase in the foreseeable future as we continue to implement our new clinical trials, manufacture pre-commercial clinical trial and pre-clinical study materials, expand our research and development and process development efforts, seek regulatory approvals for our product candidates that successfully complete clinical trials, as well as access and develop additional technologies, and hire additional personnel to support our research and development efforts. This is because product candidates in later stages of clinical development generally have higher development costs than those in earlier stages of development, primarily due to the increased size and duration of later-stage clinical trials. We cannot determine with certainty the duration and completion costs of our future clinical trials of our therapeutic product candidates or if, when, or to what extent we will generate revenues from the commercialization and sale of any of such product candidates, or those of our collaborators, that might obtain regulatory approval. We may never succeed in achieving regulatory approval for any therapeutic product candidates. The duration, costs and timing of clinical trials and development of our product candidates will depend on a variety of factors, including: •the scope, rate of progress and expense of our ongoing as well as any additional pre-clinical studies, clinical trials and other research and development activities; •clinical trial and early-stage results; •the terms and timing of regulatory approvals; •the expense of filing, prosecuting, defending and enforcing patent claims and other intellectual property rights; •the ability to market, commercialize and achieve market acceptance for any product candidate that we may develop in the future. Selling, General and Administrative Expenses Selling, general and administrative expenses consist primarily of employee-related expenses for executive, business development, finance, legal and human resources functions. Administrative expenses also include facility-related costs and service fees, other professional services and recruiting fees. We classify personnel and other costs related to information technology, human resources, business development, legal and general management in general and administrative expenses based on the contribution of each of these departments to general and administrative activities versus research and development activities. We anticipate that our selling, general and administrative expenses will increase in the future as we increase our headcount to support the expected growth in our research and development activities and the potential commercialization of our product candidates. We also expect to continue to incur significant expenses associated with Cellectis S.A. being a public company in the United States, including costs related to audit, legal, regulatory and tax-related services associated with maintaining compliance with U.S. exchange listing and SEC requirements, director and officer insurance premiums, and investor relations costs. Financial Gain (Loss) Financial gain (loss) mainly consists of (i) interest income related to our savings accounts and bank deposits, (ii) exchange gains and losses associated with transactions in foreign currencies, (iii) changes in the fair value of our financial assets and derivative instruments, and (iv) interests associated with lease debts and financial liabilities. Transactions in foreign currencies are initially recorded by the Group’s entities at their respective functional currency spot rate at the date the transaction first qualifies for recognition. Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency using the exchange rate effective at the period end date. Differences arising on settlement or translation of monetary items are recognized as financial income or expenses in profit or loss. Critical Accounting Policies and Estimates Some of the accounting methods and policies used in preparing our financial statements under IFRS Accounting Standards are based on complex and subjective assessments by our management or on estimates based on past experience and assumptions deemed realistic and reasonable based on the circumstances concerned. The actual value of our assets, liabilities and shareholders’ equity and of 78 our losses could differ from the value derived from these estimates if conditions changed and these changes had an impact on the assumptions adopted. We believe that the most significant management judgments and assumptions in the preparation of our financial statements are named below. For further details, see Notes to our consolidated financial statements. •Revenue Recognition: Collaboration Agreements (Notes 2.6 and 4.1 of the Consolidated Financial Statements) A significant portion of our revenue relates to collaboration agreements and is recognized over time based on the progress made to complete our performance obligation. We estimate such progress based on research costs incurred in relation to the total budgeted costs for that Research Plan. We use judgment to determine remaining costs to be incurred included in total budgeted costs. We also used judgment to identify performance obligations in accordance with IFRS 15 in those collaboration agreements. •Research Tax Credit The amount of the research tax credit for which we are eligible depends on internal and external research and development expenditures. The calculation of eligible expenditures requires management to make judgments and estimates as to whether expenditures qualify as eligible research and development expenditures according to the French tax code (code général des impôts) and the relevant official guidelines, as the amount of tax credit granted is based on our claimed amounts of eligible expenditures. We do not expect the impact of a potential discrepancy between the management calculation and the actual amount collected to have a material impact on our Consolidated Financial Statements. •Share-Based Compensation (Note 18 of the Consolidated Financial Statements) We account for share-based compensation in accordance with IFRS 2 Share-based payment. We use judgment to determine the fair value of share-based awards at the grant date. Fair value is estimated using the Black-Scholes valuation model for stock options valuation. The determination of the fair value using an option-pricing model is affected by assumptions and variables including the expected term, expected volatility, risk-free interest rates and expected dividends. If any of the assumptions change significantly, share-based compensation for future awards may differ materially compared with the awards granted previously. We use judgment to determine the expected outcome and timing of realization of non-market performance obligations related to free shares awards. A potential discrepancy between the Company’s estimate and the actual realization of the non-market performance conditions could have a material impact on our Consolidated Financial Statements. •Provisions (Note 20 of the Consolidated Financial Statements) A provision is recognized if, as a result of a past event, we have a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. The amount recognized as a provision is the best estimate of the expenditure required to settle the present obligation at the reporting date. A potential discrepancy between the management estimate and the actual settlement of a litigation or commitment could have a material impact on our Consolidated Financial Statements. •Valuation of our EIB Warrants (Note 14.1 of the Consolidated Financial Statements) On December 28, 2022, we entered into a finance contract (the “Finance Contract”) with the EIB for up to €40.0 million in loans to support our research and development activities to advance our pipeline of gene-edited allogeneic cell therapy candidate products for oncology indications (the “R&D Activities”). The Finance Contract provided for funding in three tranches, each associated with the issuance of share subscription warrants to the benefit of the EIB. At issuance date and at the end of each reporting period, the warrants (including related put and call options) are measured at fair value, with changes in fair value recorded as gains or losses in our consolidated statement of operations in accordance with IFRS 9 and IFRS 13. We use a Longstaff Schwartz model to estimate the fair value of the EIB warrants which is affected by assumptions and variables including the expected term, the expected volatility, the Company's stock price, risk-free rates, put option cap and expected dividends. Considering the complexity of the valuation model applicable to this instrument, we decided to engage an independent valuation expert to assist us on its valuation. If any of the assumptions changes significantly, subsequent valuations may differ materially compared with previous valuations. A.Operating Results Preliminary Note Regarding Calyxt Since June 1, 2023 and the deconsolidation of Calyxt, we view our operations and manage our business in a single operating and reportable segment corresponding to the Therapeutics segment. As of May 31, 2023, immediately prior the consummation of the Merger, we owned a 48.0% equity interest in Calyxt. This former segment was only related to assets held for sale until May 31, 2023. This segment is presented as discontinued operations for the year ended December 31, 2023. For more information on our reportable segments, see Note 4.3 to our consolidated financial statements. All tables referring to the years ended December 31, 2023 present Calyxt’s results over a five-month period from January 1, 2023 to May 31, 2023. 79 Operating Results The following table sets forth our selected consolidated statement of income data: For the year ended December 31, 2023 2024 2025 $ in thousands Revenues and other income Revenues 755 41,505 72,949 Other income 8,438 7,712 6,644 Total revenues and other income 9,193 49,217 79,592 Operating expenses Cost of revenue (737 ) - - Research and development expenses (87,646 ) (90,536 ) (93,517 ) Selling, general and administrative expenses (16,812 ) (19,085 ) (19,790 ) Other operating income (expenses) (1,300 ) 849 638 Total operating expenses and other operating income (106,495 ) (108,771 ) (112,669 ) Operating income (loss) (97,302 ) (59,554 ) (33,076 ) Financial income 21,479 44,407 16,124 Financial expenses (40,642 ) (21,614 ) (51,064 ) Net Financial gain (loss) (19,163 ) 22,793 (34,940 ) Income tax (371 ) (0 ) 423 Income (loss) from continuing operations (116,835 ) (36,761 ) (67,593 ) Income (loss) from discontinued operations 8,392 - - Net income (loss) (108,443 ) (36,761 ) (67,593 ) Attributable to shareholders of Cellectis (101,059 ) (36,761 ) (67,593 ) Attributable to non-controlling interests (7,384 ) - - Revenues For the year ended December 31, % change 2023 2024 2025 2025 vs 2024 Collaboration agreements 0 40,898 72,074 43.3 % Other revenues 755 608 875 43.90 % Revenues 755 41,505 72,949 75.8 % The increase in revenues of $31.4 million between the years ended December 31, 2024 and 2025 is mainly driven by the evolution of activities performed in connection with the Research Plans and the fulfillment of our performance obligations under the AstraZeneca Joint Research and Collaboration Agreement. Revenues as recorded in the year ended December 31, 2024 included a $5.4 million development milestone under the License Agreement with Servier. The increase in revenues of $40.8 million between the years ended December 31, 2023 and 2024 mainly reflects (i) the recognition of $35.5 million recognized in 2024 in connection with our performance obligation rendered pursuant to three Research Plans adopted under the AZ JRCA, and (ii) the recognition of a $5.4 million milestone paid by Servier pursuant to the Servier License Agreement. Other income For the year ended December 31, % change 2023 2024 2025 2025 vs 2024 Research tax credit 6,582 6,447 6,644 3.1 % Other income 1,856 1,265 - -100.0 % Other income 8,438 7,712 6,644 -13.9 % The decrease in other income of $1.1 million between the years ended December 31, 2024 and 2025 is mainly due to a decrease in a government grant received from Bpifrance ("BPI"). The decrease in other income of $0.7 million between the years ended December 31, 2023 and 2024 is mainly due to a decrease in a government grant received from Bpifrance ("BPI") under the grant and refundable advance agreement signed with BPI (the "BPI Grant and Advance Agreement") to partially support a R&D program related to Cellectis' UCART20x22 signed in March 2023. Cost of revenue For the year ended December 31, % change 2023 2024 2025 2025 vs 2024 Royalty expenses (737 ) - - - Cost of revenue (737 ) 0 0 - The decrease in cost of revenues between the years ended December 31, 2024 and 2023 is the consequence of the reclassification in R&D expenses of our license-related expenses as a result of a change in business model. Research and development expenses 80 For the year ended December 31, % change 2023 2024 2025 2025 vs 2024 Personnel expenses (37,158 ) (34,253 ) (38,466 ) 12.3 % Purchases, external expenses (32,996 ) (36,611 ) (35,083 ) -4.2 % Depreciation and amortization expenses (incl. right of use amortization) (16,511 ) (18,391 ) (18,665 ) 1.5 % Other (981 ) (1,281 ) (1,301 ) 1.6 % Research and development expenses (87,646 ) (90,536 ) (93,517 ) 3.3 % Starting the year ended December 31, 2024, the license-in costs were presented in research and development expenses. Between the years ended December 31, 2024 and 2025, research and development expenses increased by $3.0 million mainly due to (i) a $4.2 million increase in personnel expenses driven by an evolution of our R&D headcount consistent with our roadmap, higher fair market value of stock-based compensation instruments due to underlying stock dynamics, and foreign exchange effects; (ii) a $0.3 million increase in depreciation and amortization; compensated by (iii) a $1.5 million decrease in purchases and external expenses (from $36.6 million in 2024 to $35.1 million in 2025). Between the years ended December 31, 2023 and 2024, research and development expenses increased by $2.9 million mainly due to (i) a $3.6 million increase in purchases and external expenses (from $33.0 million in 2023 to $36.6 million in 2024) primarily related to additional manufacturing activities to support our R&D pipeline and (ii) an increase in depreciation and amortization of $1.9 million mostly related to a license of patents accounted for as intangible asset for $1.2 million. The increase in purchases and external expenses and depreciation and amortization is partly offset by (iii) a decrease in personnel expenses of $2.9 million mainly related to a $1.9 million decrease in stock-based compensation expense. The decrease in stock-based compensation expense is primarily due to the lower fair value of the instruments under vesting in 2024 compared to 2023, as well as higher than expected forfeitures in 2024 due to employee terminations. Selling, general and administrative expenses For the year ended December 31, % change 2023 2024 2025 2025 vs 2024 Personnel expenses (7,381 ) (7,493 ) (7,681 ) 2.5 % Purchases, external expenses (6,682 ) (9,182 ) (9,797 ) 6.7 % Depreciation and amortization expenses (incl. right of use amortization) (2,012 ) (1,483 ) (1,397 ) -5.8 % Other (738 ) (927 ) (915 ) -1.3 % Selling, general and administrative expenses (16,812 ) (19,085 ) (19,790 ) 3.7 % Selling, general and administrative expenses increased by $0.7 million between the years ended December 31, 2024 and 2025 mainly due to a $0.6 million increase in purchases and external expenses (from $9.2 million in 2024 to $9.8 million in 2025). Between the years ended December 31, 2023 and 2024, selling, general and administrative expenses increased by $2.3 million mainly due to a $2.5 million increase in purchases and external expenses (from $6.7 million in 2023 to $9.2 million in 2024) primarily related to legal and finance external support. Other operating income and expenses For the year ended December 31, % change 2023 2024 2025 2025 vs 2024 Other operating income (expenses) (1,300 ) 849 638 -24.9 % The other operating income (expenses) decreased slightly by $0.2 million between the years ended December 31, 2024 and 2025. The decrease in other operating income (expenses) between the years ended December 31, 2023 and 2024 amounted to $2.0 million and is primarily related to non-recurring expenses recorded in 2023 in connection with (i) a research tax credit litigation for which $0.7 million were paid in 2023 and $0.5 million were accrued in 2023 and settled in 2024, and (ii) a commercial litigation accrued in 2023 for $0.5 million and not yet settled as of December 31, 2024. Financial income and expenses For the year ended December 31, % change 2023 2024 2025 2025 vs 2024 Financial income 21,479 44,407 16,124 -63.7 % Financial expenses (40,642 ) (21,614 ) (51,064 ) 136.3 % Net Financial gain (loss) (19,163 ) 22,793 (34,940 ) -253.3 % The decrease in financial income of $28.3 million between the year ended December 31, 2024 and 2025 was mainly attributable to (i) a $14.3 million gain in change in fair value of the derivative instrument component of the SIA, which was recorded last year before derecognition of the derivative in May 2024, (ii) a $7.2 million decrease in foreign exchange gains, (iii) a $1.8 million decrease in income from cash, cash equivalents and financial assets in line with the interest rate curve evolution in FY2025, (iv) a $ 5.7 million gain recognized in the year ended December 31, 2024 on the fair value measurement of the Tranches A, B and C warrants issued to the 81 European Investment Bank ("EIB"), partially offset by (v) a $0.8 million increase in FX derivatives fair value gains in the year ended December 31, 2025. The increase in financial expenses of $29.5 million between the year ended December 31, 2024 and 2025 is mainly attributable to a (i) $22.2 million increase in foreign exchange loss over the period due to the devaluation of the USD against the EUR which resulted in foreign exchange losses on our cash, cash equivalents and financial assets, (ii) a $6.7 million increase in loss on fair value measurement mainly explained by a $14.7 million loss on the fair value measurement of the Tranches A, B and C warrants issued to the EIB partly offset by a $7.8 million decrease in the loss on fair value measurement of our investment in shares of Cibus which was entirely sold in the first quarter of 2025, and (iii) a $0.7 million increase in interest on our financial and lease liabilities. The increase in financial income of $22.9 million between the year ended December 31, 2023 and 2024 was mainly attributable to (i) an increase in income from cash, cash equivalents and financial assets of $7.7 million, (ii) a $14.3 million gain in change in fair value of SIA derivative instrument (compared to a loss in 2023, see below), (iii) a $5.7 million gain in change in fair value of European Investment Bank ("EIB") Tranches A and B warrants (compared to a loss in 2023, see below) partially offset by (iv) a decrease in the foreign exchange gain of $4.5 million (from a $17.6 million gain in 2023 to a $13.1 million gain in 2024). The decrease in financial expenses of $19.0 million between the year period ended December 31, 2023 and 2024 is mainly attributable to (i) a $7.8 million non-recurring financial loss before derecognition of a convertible note issued to us by Cytovia in 2023, (ii) a $7.6 million decrease in foreign exchange loss (from a $13.4 million loss in 2023 to a $5.8 million loss in 2024), (iii) a $5.7 million loss in 2023 related to the change in the fair value of the derivative instrument on the SIA with AstraZeneca (see Note 2.6 of the Consolidated Financial Statements) compared to a gain in 2024, (iv) a $2.4 million loss in 2023 related to the change in the fair value of the EIB Tranche A and Tranche B warrants (see Note 14.1 of the Consolidated Financial Statements) compared to a gain in 2024, (v) a $0.4 million decrease in interest on lease liabilities, partially offset by (vi) an increase in interest on the EIB loan of $2.0 million, and (vii) an $2.3 million increase in the loss related to the change in fair value of our investment in Cibus (Calyxt). Income (loss) from discontinued operations For the year ended December 31, % change 2023 2024 2025 2025 vs 2024 Income (loss) from discontinued operations 8,392 0 0 - Income (loss) from discontinued operations includes Calyxt loss until deconsolidation. All tables referring to the year-end period ended December 31, 2023 present Calyxt’s results over a five-month period from January 1, 2023 to May 31, 2023. Income tax For the year ended December 31, % change 2023 2024 2025 2025 vs 2024 Income tax (371 ) (0 ) 423 100.0 % The income tax benefit of the year ended December 31, 2025 corresponds to a true-up following the filing of Cellectis Inc. and Cellectis Biologics Inc.'s tax return for 2024 (both entities filing a consolidated tax return). The income tax expense of the year ended December 31, 2024 is nil and corresponds to the income tax expense of Cellectis Inc. and Cellectis Biologics Inc. for $0.5 million, both entities filing a consolidated tax return, offset by the partial capitalization of deferred tax assets. The income tax expense of the year ended December 31, 2023 amounting to $0.4 million corresponds to the income tax expense of Cellectis Inc. and Cellectis Biologics Inc. Net Income / loss For the year ended December 31, % change 2023 2024 2025 2025 vs 2024 Net income (loss) (108,443 ) (36,761 ) (67,593 ) 83.9 % Net income includes net income from discontinued operations. The increase in net loss of $30.8 million between the years ended December 31, 2024 and 2025 was mainly due to (i) a $30.4 million increase in revenues and other income, offset by (ii) a $3.0 million increase in research and development expenses and (iii) a net financial loss of $34.9 million in the year ended December 31, 2025, compared to a net financial gain of 22.8 million in the year ended December 31, 2024. The decrease in net loss of $71.7 million between the years ended December 31, 2023 and 2024 was mainly due to (i) a $40.0 million increase in revenues and other income, (ii) an increase of net financial gain of $42.0 million, partly offset by (iii) a $6.1 million increase in purchases and other external expenses and (iv) a non-recurring income from discontinued operations of $8.4 million in 2023 related to Calyxt, Inc. our former subsidiary. Gain/Loss attributable to non-controlling interests For the year ended December 31, % change 2023 2024 2025 2025 vs 2024 Gain (loss) attributable to non-controlling interests (7,384 ) 0 0 - 82 During the year ended December 31, 2024 and 2025, no gain or loss attributable to non-controlling interests has been recorded. The decrease in net loss attributable to non-controlling interests of $7.4 million as of December 31, 2024 compared to the year ended December 31, 2023 is due to the deconsolidation of Calyxt. B.Liquidity and Capital Resources We have incurred losses and cumulative negative cash flows from operations since our inception in 2000, and we anticipate that we will continue to incur losses for at least the next several years. We expect that our research and development and selling, general and administrative expenses will continue to increase and, as a result, we will need additional capital to fund our operations, which we may raise through a combination of equity offerings, debt financings, other third-party funding, marketing and distribution arrangements and other collaborations, alliances and licensing arrangements. We have funded our operations since inception primarily through private and public offerings of our equity securities, grant revenues (including payments of research tax credits), and payments received under collaboration and licensing agreements with Allogene, Servier and AstraZeneca. Our ordinary shares have been traded on the Euronext Growth market of Euronext in Paris since February 7, 2007 and our ADSs have traded on the Nasdaq Global Market in New York since March 30, 2015. Liquidity management As of December 31, 2025, we had cash and cash equivalents of $61.5 million and fix-term deposits (classified as current financial assets) of $144.8 million. Restricted cash amounts to $4.4 million and is classified in current and non-current financial assets. Cash in excess of immediate requirements is invested in accordance with our investment policy, primarily with a view to liquidity and capital preservation. Currently, our cash and cash equivalents are held in bank accounts, money market funds, and fixed bank deposits, in each case primarily in France. The portion of cash and cash equivalents denominated in U.S. dollars is $31.2 million as of December 31, 2025. Current financial assets, excluding restricted cash, denominated in U.S. dollars amounted to $138.9 million as of December 31, 2025. Historical Changes in Cash Flows The table below summarizes our sources and uses of cash for the years ended December 31, 2023, 2024 and 2025. Cash flows from Calyxt, which is classified as discontinued operations in the financial statements as of December 31, 2023, are included in the figures presented below for the year 2023. For the year ended December 31, 2023 2024 2025 $ in thousands Net cash flows provided by (used in) operating activities (24,746 ) 22,989 (39,401 ) Net cash flows provided by (used in) investing activities (15,510 ) (102,808 ) (29,484 ) Net cash flows provided by (used in) financing activities 82,865 89,113 (16,761 ) Total 42,608 9,295 (85,647 ) Effect of exchange rate changes on cash 884 (2,752 ) 3,928 With respect to Calyxt, see Note 3 to our consolidated financial statements for more information on our scope of consolidation and non-consolidated entities, and Note 5 to our consolidated financial statements for more information on discontinued operations. Year Ended December 31, 2025 Our net cash flows used in operating activities of $39.4 million are mainly due to cash payments from Cellectis to suppliers of $50.5 million, Cellectis’ wages, bonuses social expenses paid of $40.0 million, partially offset by $36.9 million cash-in from our license and collaboration agreements, $8.4 million of interest received on financial investments, $2.2 million cash in from R&D tax credit and $3.2 million cash-in from credit VAT payments. Our net cash flows used in investing activities of $29.5 million mainly reflect the net cash invested in bank fixed term deposits (classified as current financial assets in the consolidated statement of financial position) for $26.1 million and the payments of capital expenditures for $3.5 million. Our net cash flows used in financing activities of $16.8 million reflect mainly repayment for $5.4 million of financial borrowings (related to the PGE loan), the payments of lease debts for $10.8 million and the payments of interest on financial debts for $0.6 million. Year Ended December 31, 2024 Our net cash flows provided by operating activities of $23.0 million mainly come from $42.8 million of cash received from our license and collaboration agreements, $57.0 million of cash proceeds upon closing of the Subsequent Investment with AstraZeneca allocated to 83 operating activities (out of a total of $139.8 million net cash proceeds - see Note 2.6 of our Consolidated Financial Statements), $6.4 million of interest received on our financial investments, $1.0 million of government grants received pursuant to the BPI Grant and Advance Agreement, $1.8 million of cash-in from value-added tax reimbursement, and $0.7 million of sublease revenue related to our premises in New York, partially offset by payments to suppliers for $47.0 million, wages, bonuses and social expenses paid for $39.6 million, and a reimbursement of the fiscal years 2017 and 2018 French research tax credit for $0.7 million pursuant to Paris Administrative Court's decision. Our net cash flows used in investing activities of $102.8 million were primarily driven by $99.0 million used for purchases of current financial assets (net of maturities), $1.2 million related to the acquisition of a right to license certain patents accounted as an intangible asset, $1.7 million of investments in R&D equipment and building fittings under construction in France and $1.0 million in the United States. Our net cash flows provided by financing activities of $89.2 million were mainly driven by the closing of the SIA with AstraZeneca which resulted in net cash proceeds of $139.8 million cash, of which $57.0 million were recorded as cash-flows from operating activities and $82.8 million as financing activities (see Note 2.6 of the Consolidated Financial Statements), $21.6 million cash received from EIB pursuant to the disbursement of the Tranche B and C, $1.7 million refundable advance and grant received from BPI, partially offset by the payments of lease debts for $11.1 million, the repayment of the PGE loan for $5.0 million, and $0.8 million of interest paid on our borrowings. Year Ended December 31, 2023 Our net cash flows used in operating activities of $24.7 million are mainly due to cash payments from Cellectis to suppliers of $47.7 million, Cellectis’ wages and social expenses paid of $39.7 million and Calyxt’s operating payments of $3.6 million, offset mainly by the $35.7 million of the proceeds from the IIA with AstraZeneca reallocated to the AZ JRCA and therefore classified within operating activities, $25.0 million of upfront payment from the AZ JRCA, $2.0 million of cash-in from licensing revenue of Cellectis, $1.0 million of cash-in on from tax refund related to stock-options and $3.6 million of cash-in from income on financial investments. Our net cash flows used in investing activities of $15.5 million primarily reflect the contracting of a $15.0 million term deposit classified as a current financial asset, the cash and cash equivalents disposed of following the loss of control over Calyxt of $1.6 million and $1.1 million of investments in R&D equipment and building fittings under construction in France, partially offset by the reimbursement of a security deposit from a supplier in the United States of $0.4 million and the $1.3 million change to our current financial assets denominated in a currency other than the functional currency due to foreign exchange impact. Our net cash flows provided by financing activities of $82.9 million reflect mainly a $44.9 million inflow from AZ Holdings' $80.0 million initial investment after reallocation of $35.7 million to operating activities, the $25.0 million gross proceeds from Cellectis' follow-on offering in February 2023, the $21.2 million cash received from EIB pursuant to the disbursement of the Tranche A net of transaction costs, the $5.7 million received in respect of the 2022 research tax credit pre-financing, the $2.8 million refundable advance received from BPI, $2.5 million of Interim Funding received by Calyxt from Cibus, partially offset by transaction costs related to AZ Holdings' initial investment of $0.6 million and to Cellectis' follow-on offering of $1.5 million, the payments of lease debts of $11.8 million and the repayment of the PGE loan of $5.0 million. Operating capital requirements—Cellectis S.A. Our cash consumption is driven by our internal operational activities, including manufacturing activity conducted at our in-house manufacturing facilities, as well as our outsourced activities, including the pre-clinical research and development activities, manufacturing and technology transfer expenses payable to CMO providers, costs and expenses associated with our clinical trials, including payments to clinical research centers, CROs involved in the clinical trials, and third-parties providing logistics and testing services. In addition, we incur significant annual payment and royalty expenses related to our in-licensing agreements with different parties including LifeTechnologies and University of Minnesota. We also incur substantial expenses related to audit, legal, regulatory and tax related services associated with our public company obligations in the United States and our continued compliance with applicable U.S. exchange listing and SEC requirements. To date, we have not generated any revenues from therapeutic product sales. In addition to our cash generated by operations (including payments under our collaboration agreements), we have funded our operations primarily through private and public offerings of our equity securities, grant revenues, payments received under intellectual property licenses, and reimbursements of research tax credits. We do not know when, or if, we will generate any revenues from therapeutic product sales. We do not expect to generate significant revenues from product sales unless and until we obtain regulatory approval of and commercialize one of our current or future therapeutic product candidates. We are subject to all risks incident in the development of new gene therapy products, and we may encounter unforeseen expenses, difficulties, complications, delays and other unknown factors that may adversely affect our business. We anticipate that we will need additional funding in connection with our continuing operations, including for the further development of our existing product candidates and to pursue other development activities related to additional product candidates. With cash and cash equivalents of $61.5 million and fixed-term deposits of $144.8 million as of December 31, 2025, the Company believes such amounts will be sufficient to fund its operations into the second half of 2027 and therefore for at least twelve months following the consolidated financial statements’ publication. Our assessment of the period of time through which our financial resources will be adequate to support our operations is a forward-looking statement and involves risks and uncertainties, and actual results could vary as a result of a number of factors. We have based this estimate on assumptions that may prove to be wrong, and we could use our available capital resources sooner than we currently expect. Our future funding requirements, both near and long-term, will depend on many factors, including, but not limited to: •the initiation, progress, timing, costs and results of pre-clinical and clinic studies for our product candidates; 84 •the capacity of manufacturing our products in France and in the United States; •the outcome, timing and cost of regulatory approvals by U.S. and non-U.S. regulatory authorities, including the possibility that regulatory authorities will require that we perform more studies than those that we currently expect; •the ability of our product candidates to progress through clinical development successfully; •the cost of filing, prosecuting, defending and enforcing any patent claims and other intellectual property rights; •our need to expand our research and development activities; •our need and ability to hire additional personnel; •our need to implement additional infrastructure and internal systems, including manufacturing processes for our product candidates; •the effect of competing technological and market developments; and •the cost of establishing sales, marketing and distribution capabilities for any products for which we may receive regulatory approval. If we cannot expand our operations or otherwise capitalize on our business opportunities because we lack sufficient capital, our business, financial condition and results of operations could be materially adversely affected. Sources of capital Until we can generate a sufficient amount of revenues from our products, if ever, we expect to finance a portion of future cash needs through public or private equity or debt offerings. Additional capital may not be available on reasonable terms, if at all. If we are unable to raise additional capital in sufficient amounts or on terms acceptable to us, we may have to significantly delay, scale back or discontinue the development or commercialization of one or more of our product candidates. If we raise additional funds through the issuance of additional debt or equity securities, it could result in dilution to our existing shareholders, increased fixed payment obligations and these securities may have rights senior to those of our ordinary shares. If we incur indebtedness, we could become subject to covenants that would restrict our operations and potentially impair our competitiveness, such as limitations on our ability to incur additional debt, limitations on our ability to acquire, sell or license intellectual property rights and other operating restrictions that could adversely impact our ability to conduct our business. Any of these events could significantly harm our business, financial condition and prospects. EIB Finance Contract On December 28, 2022, we entered into a Finance Contract with the EIB for up to €40.0 million in loans to support research and development activities to advance our pipeline of gene-edited allogeneic cell therapy candidate products for oncology indications (the “R&D Activities”). The Finance Contract provided for funding in three tranches as follows: (i) an initial tranche of €20.0 million (“Tranche A”); (ii) a second tranche of €15.0 million (“Tranche B”); and (iii) a third tranche of €5.0 million (“Tranche C,” and each of Tranche A, Tranche B, and Tranche C, a “Tranche”), each issuable only in full. Each of our material subsidiaries guarantees our obligations under the Finance Contract. References to our subsidiaries in this discussion of the EIB Finance Contract exclude Calyxt, Inc. The disbursement of each Tranche is conditioned upon certain documentary conditions, including the execution of a warrant agreement with respect to the EIB Warrants (as defined below). On March 3, 2023, the Company and the EIB entered into a Subscription Agreement for Warrants to be issued by Cellectis S.A. (the "Warrant Agreement") in satisfaction of the foregoing condition. Borrowings under the Finance Contract mature with respect to each Tranche six years from the respective disbursement date for such Tranche. Interest on each Tranche shall be paid in kind, shall be capitalized annually by increasing the principal amount of the respective Tranche, and shall accrue at a rate equal to (i) 8.0% per annum with respect to Tranche A, (ii) 7.0% per annum with respect to Tranche B, and (iii) 6.0% per annum with respect to Tranche C. Interest on any overdue amounts related to a Tranche shall be payable in cash and shall accrue from the due date through the actual payment of such overdue amount at an annual rate equal to the higher of the rate applicable to a relevant Tranche as noted above plus 2.0% and the one-month EURIBOR rate plus 2.0%. Mandatory prepayment events include: (i) any reduction in the total cost of our R&D Activities such that the €40.0 million amount of the Finance Contract, together with certain other funds from the European Union, exceeds specified percentages of the aggregate cost of our R&D Activities, in which case the prepayment amount shall be the amount by which such limits are exceeded, together with accrued interest and all other accrued and outstanding amounts, (ii) any voluntary prepayment, in whole or in part, by us or its subsidiaries has occurred or is likely to occur of any indebtedness or other repayment obligation granted by a party other than EIB, in which case the prepayment amount shall be proportionate to the prepaid amount of such non-EIB indebtedness, together with accrued interest, (iii) any change of control of us or any change in law or regulation that would materially impair our or the guarantors’ ability to perform under the Finance Contract, in which case the prepayment amount shall be the full outstanding amount, together with accrued interest and all other accrued and outstanding amounts, and (iv) any event that renders performance under the Finance Contract unlawful, in which case the prepayment amount shall be the full outstanding amount, together with accrued interest and all other accrued and outstanding amounts, and the remaining undisbursed portion shall be cancelled. In addition, any Tranche may be voluntarily prepaid by us, in whole or in part, upon 30 days’ notice. Except in connection with a prepayment pursuant to clause (iii) or (iv), all prepayments prior to the expiration of a period of three years after disbursement of a relevant Tranche are subject to a prepayment fee representing a low single-digit percentage of the prepayment amount, which steps down at each anniversary of the applicable disbursement date. The Finance Contract also includes customary events of default, including: payment defaults; defaults arising from the provision of incorrect, incomplete or misleading representations to the EIB; cross defaults resulting in acceleration or cancellation of any other loan or obligation; cross defaults with respect to any other obligation granted by EIB or the European Union; the occurrence of any material adverse change; any EIB Warrants ceasing to be in full force and effect (other than as a result of exercise), and certain bankruptcy and insolvency events of default. Upon the occurrence of an event of default, EIB may demand immediate repayment by us of all or part of the outstanding funds, together with accrued interest, and all other accrued or outstanding amounts under the Finance Contract. 85 In connection with the Finance Contract, we agreed to certain customary affirmative and negative undertakings. The negative undertakings include: restrictions on dispositions of assets by us and our subsidiaries, restrictions on changes to the general nature of our business, restrictions on us and our subsidiaries engaging in mergers and other restructuring transactions, restrictions on certain ownership changes with respect to subsidiaries, restrictions on us and our subsidiaries engaging in acquisitions or making investments, restrictions on us and our subsidiaries incurring additional indebtedness or guarantees, restrictions on the making of intercompany loans, restrictions on us and our subsidiaries engaging in certain hedging or derivative transactions, restrictions on us and our subsidiaries making specified restricted payments including dividends and share repurchases, restrictions on us and our subsidiaries becoming creditors in respect of certain indebtedness, and restrictions on the incurrence of security over any of our or our subsidiaries’ assets. In addition, we granted EIB most favored nation rights with respect to any obligation, clause or undertaking, whether positive or negative (including, without limitation, events of default, mandatory prepayment events, a loss-of-rating clause or financial covenants) included in any other financing agreement (excluding underwriting agreements in connection with securities offerings). We also granted certain information and inspection rights to the EIB in connection with the Finance Contract. The Finance Contract contains certain customary representations and warranties by us and is governed by French law. The EIB Warrants On March 30, 2023, the Company and EIB entered into the Warrant Agreement, the execution of which was a condition precedent to the Company’s ability to draw amounts under the Finance Contract. The Warrant Agreement establishes the terms and conditions of the EIB Warrants. Each EIB Warrant will entitle its holder to one ordinary share of the Company in exchange for the exercise price, subject to all applicable adjustments. The EIB Warrants expire on the twentieth anniversary of their issuance date at which time they will be automatically deemed null and void. Any outstanding EIB Warrants will become exercisable upon the earliest to occur of (i) a change of control event, (ii) the maturity date of Tranche A, (iii) a public take-over bid approved by the Company’s board of directors, (iv) a sale of all or substantially all of the assets of Cellectis and its subsidiaries, (v) a debt repayment event—i.e., any mandatory repayment pursuant to the Finance Contract or any voluntary payment of more than 75% of any Tranche—in respect of one or more Tranches, or (vi) the receipt of a written demand for repayment from EIB in connection with an event of default under the Finance Contract (each an “Exercise Event”). Following any Exercise Event and until expiration of the applicable EIB Warrants, the EIB may exercise a put option by which the EIB may request the Company to repurchase all or part of such then-exercisable EIB Warrants. The exercise of such put options would be at the fair market value of the EIB Warrants, subject to a cap equal to the aggregate principal amount disbursed by EIB pursuant to the Finance Contract, reduced by certain repaid amounts, at the time of exercise of the put option. Furthermore, in the case of any public take-over bid from a third party or a sale of all outstanding shares of the Company to any person or group of persons acting in concert, in the context of a group of specified Company shareholders acting in concert, the Company shall be entitled to repurchase all, but not less than all, of the EIB Warrants at a price equal to the greater of (a) 0.3 times the amount disbursed under the Finance Contract divided by the aggregate number of EIB Warrants issued (reduced by the number of exercised EIB Warrants) and (b) the fair market value of the EIB Warrants. The Company has also a right of first refusal to repurchase the EIB Warrants that are offered for sale to a third party under the same terms and conditions of such third party’s offer, provided that such right of first refusal do not apply if the contemplated sale occurs within the scope of a public take-over bid by a third-party. Subject to the right of first refusal and compliance with applicable securities laws, the EIB Warrants may be transferred following an Exercise Event, to certain affiliates of EIB, or otherwise with the prior written approval of the Company. The Warrant Agreement provides for customary anti-dilution adjustments in connection with changes to the structure of the Company’s share capital. In connection with the Warrant Agreement, the Company agreed to certain customary affirmative and negative undertakings. The negative undertakings include: restrictions on certain dispositions of assets by the Company and its subsidiaries and restrictions on the Company and its subsidiaries making specified restricted payments, including loan repayments, dividends and share repurchases. The Warrant Agreement contains certain customary representations and warranties by the Company and is governed by French law. Drawdowns under the Finance Contract – Tranches A, B and C On March 30, 2023, the Company announced the drawdown of the first tranche under the Finance Contract in the amount of €20 million (“Tranche A”), disbursed by the EIB in April 2023. In connection with the drawdown of Tranche A on March 28, 2023, the Company issued 2,799,188 Tranche A Warrants to the EIB, representing approximately 5.0% of the Company’s outstanding share capital at their issuance date, with an exercise price of €1.92 (corresponding to 99% of the volume-weighted average price of the Company's ordinary shares over the 3 trading days preceding the decision of the board of directors of the Company to issue the Tranche A Warrants). Tranche A matures six years from the disbursement date and interest on Tranche A shall be paid in kind, shall be capitalized annually by increasing the principal amount of Tranche A, and shall accrue at a rate equal to 8.0% per annum. The EIB may cancel any undisbursed amount of Tranche A upon the occurrence of, or any event or circumstance that would, with notice or the passage of time constitute, any event of default or mandatory prepayment event. In the event of such a cancellation by the EIB prior to the expiration of a period of three years after disbursement of Tranche A. 86 On January 16, 2024, Cellectis drew down on the second tranche of €15 million under the Finance Contract. In connection with the drawdown of Tranche B, the Company issued 1,460,053 Tranche B Warrants to the EIB, representing approximately 2.0% of the Company's outstanding share capital at their issuance date, with an exercise price of €2.53 (corresponding to 99% of the volume-weighted average price of the Company’s ordinary shares over the last 3 trading days preceding the decision of the board of directors of the Company to issue the Tranche B Warrants). Tranche B matures six years from its disbursement date and will accrue interest at a rate of 7% per annum capitalized annually and payable at maturity. On December 10, 2024, Cellectis drew down the third tranche of €5 million under the Finance Contract. In connection with the drawdown of Tranche C, the Company issued 66,426 Tranche C Warrants to the EIB, representing approximately 0.6% of the Company's outstanding share capital at their issuance date, with an exercise price of €1.70 (corresponding to 99% of the volume-weighted average price of the Company’s ordinary shares over the last 3 trading days preceding the decision of the board of directors of the Company to issue the Tranche C Warrants). Tranche C matures six years from its disbursement date and will accrue interest at a rate of 6% per annum capitalized annually and payable at maturity. With the drawdown of Tranche C, the Company has drawn the full €40 million available under the Finance Contract. Follow-on offering On February 7, 2023, Cellectis launched of a follow-on offering of $22 million of its ADS for which Jefferies LLC and Barclays Capital Inc. acted as joint book-running managers for the Global Offering. Pricing occurred on February 2, 2023, at $2.50 per ADS. Bpifrance Participations, Baillie Gifford & Co. and Long Focus Capital Management LLC, existing shareholders of the Company, were allocated in the aggregate more than half of the ADS sold in the global offering. On February 7, 2023, Cellectis announced the exercise by the underwriters, Jefferies LLC and Barclays Capital Inc., of their option (the “Option”) to purchase an additional 1,107,800 ordinary shares (the “Additional Ordinary Shares”) of the Company to be delivered in the form of an aggregate of 1,107,800 ADSs. The total number of ordinary shares issued in the form of ADSs amounted to 9,907,800 with gross proceeds of $24.8 million and the aggregate net proceeds to the Company, after deducting underwriting commissions and estimated offering expenses, of approximately $22.8 million. ATM Program On January 4, 2023, we entered into an amendment to the Sales Agreement, dated as of March 29, 2021, with Jefferies LLC with respect to an equity offering program (the "ATM") under which we may offer and sell ADS having an aggregate offering price of up to $60.0 million from time to time following January 4, 2023, through Jefferies as our sales agent. In 2024, Cellectis discontinued the ATM. Joint Research Collaboration Agreement and Investment Agreements with AstraZeneca In addition to an upfront payment of $25 million made by AZ Ireland to Cellectis, under the AZ JRCA, AZ Ireland will reimburse Cellectis for its budgeted research costs associated with targets identified under the AZ JRCA. Cellectis is also eligible to receive an option exercise fee and development, regulatory and sales-related milestone payments, ranging from $80 million up to $253 million, per each of the 10 candidate products, plus tiered royalties based on the sale of Licensed Products. Pursuant to investment agreements with AstraZeneca and on November 1, 2023, AstraZeneca made an initial equity investment of $80 million in Cellectis by subscribing for 16,000,000 ordinary shares, at a price of $5.00 per share, and on May 3, 2024, AstraZeneca made an additional equity investment of $140 million by subscribing for two newly created classes of convertible preferred shares of Cellectis: 10,000,000 Class A Preferred Shares and 18,000,000 Class B Preferred Shares, in each case at a price of $5.00 per share (the “Additional Investment”). State Guaranteed Loan (“PGE”) We received the PGE loan on July 2020 of €18.5 million (or $19.2 million using exchange rate as of December 31, 2024) of which €8.1 million remains outstanding, from a bank syndicate formed with HSBC, Société Générale, Banque Palatine and BPI. Initiated by the French Government to support companies during the COVID-19 crisis, the PGE is a bank loan with a fixed interest rate ranging from 0.31% to 3.35%. After an initial interest-only term of two years, the loan is amortized over up to four years at the option of the Company. The French government guarantees 90% of the borrowed amount. See Note 14 to our consolidated financial statements for more information about the amounts outstanding under the PGE loan. Cellectis’ Contractual Obligations and Commitments As of December 31, 2025, Cellectis had the following contractual obligations: As of December 31, 2025 Total Less than 1 year 1 - 3 years 3 - 5 years More than 5 years $ in thousands Lease agreements 43,438 10,151 15,739 9,667 7,881 IT licensing agreements 2,812 1,081 1,731 - - State Guaranteed loan « PGE » 4,129 4,129 - - EIB loan 72,076 - - 72,076 - Conditional advances 6,316 - 1,612 4,703 - Research Tax Credit financing and others 7,443 6,593 408 408 34 Total contractual obligations 136,212 21,954 19,489 86,854 7,915 87 Cellectis’ short-term and long-term material requirements are reflected in the table above and mainly relate to: •lease agreements regarding Cellectis’ corporate headquarters in Paris, France, its administrative and research and development facility in New York, New York, and its manufacturing facilities in Paris, France, and Raleigh, North Carolina, as well as leased equipment for a total of $43.4 million, of which $10.2 million are payable in 2026; •IT licensing agreements for $2.8 million, of which $1.1 million is payable in 2026; •a State Guaranteed loan “PGE” of $4.1 million, payable in 2026; •Research Tax Credit financing of $6.4 million, payable in 2026; •a long-term loan with the EIB of $72.1 million; •long-term conditional advances with Bpifrance of $6.3 million. An analysis as to Cellectis’ ability to meet these requirements is provided under the caption “Operating capital requirements – Cellectis S.A.”, discussed above. Calyxt Lease Guaranty In September 2017, Calyxt entered into a lease agreement with a third party for its corporate headquarters and laboratory facilities in Roseville, Minnesota, which encompasses approximately 44,000 square feet including office and research and development space. The lease has a term of twenty years with four options to extend its term for five years each subject to there being no default under the lease terms beyond any cure period and Calyxt occupying the property at the time of extension. The lease commenced in May 2018. Under the lease, Calyxt pays an annual base rent of eight percent of the total project cost with scheduled increases in rent of 7.5 percent on the sixth, eleventh, and sixteenth anniversaries of the start of the lease commencement as well as on the first day of each renewal term. Concurrent with entering the lease, Cellectis guaranteed the lease agreement for Calyxt’s headquarters. However, Calyxt previously agreed to indemnify Cellectis for any obligations under this guaranty, effective upon Cellectis’ ownership falling to 50 percent or less of Calyxt’s outstanding common stock. Accordingly, Calyxt’s indemnification obligation was triggered in October 2022. In connection with the Merger Agreement, we executed a voting agreement with Cibus to vote in favor of and approve all the transactions contemplated by the Merger Agreement, subject to the terms and conditions thereof. Pursuant to the voting agreement, at such time that the annual revenues of Calyxt Inc. equals $25.0 million or more for two consecutive 12-month periods after the closing of the Merger, Cibus will use commercially reasonable efforts to terminate our guaranty of Calyxt’s lease agreement with respect to its headquarters, which we provided in favor of the landlord of that property. As of December 31, 2025, our lease guaranty represents a potential obligation in the amount of $19.9 million over the remaining 12 years lease period. Cibus, however, will not be required to replace us as guarantor or pay any fees in connection with termination of the guaranty. Until the parties are able to terminate our lease guaranty, Cibus. may not renew or extend Cibus’s lease or enter into any amendment that would increase our liability under the lease guaranty. Further, Cibus, from and after the closing of the Merger, agrees to indemnify us and our affiliates in connection with the Cibus lease and our guaranty thereof. Cibus' most recent financial statements included in its quarterly report on Form 10-Q for the quarter ended September 31, 2025 note that there is substantial doubt about Cibus' ability to continue as a going concern for at least one year from the date of issuance of those financial statements. C.Research and Development, Patents and Licenses, etc. Our research and development teams utilize our deep expertise to contribute to the growth of our business. As of December 31, 2025, we had 186 employees engaged in research and development activities. In the years ended December 31, 2023, 2024 and 2025 we spent $87.6 million, $90.5 million and $93.5 million respectively, on research and development. For a discussion of our research and development activities, see “Item 4.B—Business Overview” and “Item 5.A—Operating Results.” D.Trend Information For a discussion of trends, see “Item 4.B—Business Overview,” “Item 5.A—Operating Results” and “Item 5.B—Liquidity and Capital Resources.” Other than as disclosed in these sections, we are not aware of any trends, uncertainties, demands, commitments or events since December 31, 2025 that are reasonably likely to have a material adverse effect on our revenues, income, profitability, liquidity or capital resources, or that would cause the disclosed financial information to be not necessarily indicative of future operating results or financial condition. 88