INFORMATION OF THE COMPANY A. History and Development of the Company Our History We develop a pioneering computational chemistry platform specializing in the generative design of small molecules for the pharmaceutical and agricultural industries. Our Company was founded on October 10, 1999 as Agro Leads Ltd., a subsidiary of Compugen Ltd. In 2002, our Company spun-off as an independent corporation under the laws of the State of Israel, and changed its name to Evogene Ltd. In 2018 and 2019, we reorganized certain parts of our divisions into wholly owned subsidiaries of the Company, as described in this Annual Report. Our shares have been listed for trading on the TASE since 2007 and were listed for trading on the NYSE commencing with our U.S. initial public offering in November 2013, until December 2016, when we transferred the listing to Nasdaq. We are registered with the Israeli Registrar of Companies in Jerusalem. Our registration number is 51-283872-3. Our purpose as set forth in our articles of association is to engage in any lawful business. Our principal executive offices are located at 13 Gad Feinstein Street, Park Rehovot, Rehovot 7638517, Israel, and our telephone number is +972-8-931-1900. Our authorized representative in the United States and agent for service of process in the United States, Puglisi & Associates, is located at 850 Library Avenue, Suite 204, Newark, Delaware 19711. Information contained on, or that can be accessed through, our website does not constitute a part of this Annual Report and is not incorporated by reference herein. The SEC maintains an internet site, http://www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. Our internet address is www.evogene.com. The information on that website is not part of this Annual Report and is not incorporated by reference herein. Principal Capital Expenditures Our capital expenditures in continuing activities for 2025, 2024 and 2023 amounted to approximately $0.1 million, $0.6 million and $0.6 million, respectively. Our capital expenditures during those years consisted of investments in property, plant and equipment. We anticipate our capital expenditures in 2026 to include payments for maintenance and improvements of our facilities in Israel in order to support our activities, which we anticipate we will finance with our currently available cash. For a description of our principal capital expenditures and divestitures for the three years ended December 31, 2025 and for those currently in progress, see “Item 5. Operating and Financial Review and Prospects—Liquidity and Capital Resources.” B. Business Overview Overview We design novel, highly potent, small molecules, optimized across multiple-parameters, for drug development and ag-chemicals, by utilizing ChemPass AI, our computational generative AI engine. 36 Products based on small molecules development in the life sciences industries entails the identification of successful candidates from among a large number of potential prospects. A major barrier in small molecule discovery is the limited exploration of chemical space. Most candidates come from a narrow, well-charted domain, restricting diversity, limiting innovation and reducing the chances of breakthrough discoveries. At the same time, commercialization requires the simultaneous optimization of multiple, often conflicting, parameters - such as potency, selectivity, safety and synthesizability. These challenges are interconnected and create a significant development bottleneck. The computational tech-engine that we have developed, ChemPass AI, is intended to address this challenge by prioritizing promising candidates, generating entirely novel molecular candidates, with the objective of increasing probability of success and reducing time and cost. As of the beginning of 2025, the Company operated three tech-engines based on big data analytics and artificial intelligence, supported by multidisciplinary expertise in life sciences: • ChemPass AI, for discovery and optimization of small molecules; • MicroBoost AI, for discovery and optimization of microbial-based products; and • GeneRator AI, for discovery and optimization of genetic elements. During 2025, we commenced the implementation of a strategic shift, to focus our efforts on developing products only based on small molecules. This new strategy resulted in two important changes: (i) we have focused our activities only on ChemPass AI, and stopped investing and developing the other two tech-engines and (ii) we have deployed ChemPass AI across two principal industries – pharmaceutical and agricultural. In addition, we discontinued non-core activities, divested mis-aligned assets, resized the organization and established a business development team aligned with our refined strategy. Following this strategic shift, we operate through three main organizational structure units: (i) Computational unit - which develops and operates the core technological platform, ChemPass AI; (ii) Pharmaceutical unit – which advances the development of novel small-molecule candidates with potential for commercial development; and (iii) Agricultural unit - which focuses on ongoing development programs and collaborations with leading global agricultural-chemical companies through our subsidiary, AgPlenus. During late 2025 and early 2026 we entered into the following collaborations, which demonstrate our new strategy: A scientific collaboration with the research group of Professor Ehud Gazit from Tel Aviv University. This collaboration agreement was facilitated by Ramot, Tel Aviv University’s tech transfer company. This partnership aims to accelerate the discovery and optimization of novel small molecules as potential drug candidates for a range of diseases caused by the ordered self-assembly of small metabolites. Collaboration with Unravel Biosciences, Inc., a clinical-stage therapeutics company established to advance drugs for complex diseases through its Predictable Medicine™ platform. This partnership aims to accelerate the discovery and optimization of a first-in-class small-molecule therapeutic capable of restoring myelin and reversing neurological damage in demyelinating diseases. Collaboration with Systasy Bioscience GmbH, a biotechnology company leveraging proprietary DNA barcoding technology for hyper-multiplexed pathway profiling in patient-derived iPSC models to accelerate drug discovery for complex disorders, and LMU University Hospital Munich, aiming to accelerate the development of novel therapies for hyper-inflammatory diseases driven by dysregulated neutrophil activity, including inflammatory bowel disease (IBD). The collaboration brings together Evogene, Systasy, and Prof. Christoph Klein (LMU University Hospital in collaboration with the German Center for Child and Adolescent Health), with additional participation from the Weizmann Institute of Science in Rehovot, Israel. The program is supported by a prestigious pan-European EUREKA grant, which was awarded to advance this international drug discovery effort. 37 Collaboration with the research group of Dr. Mark Adams, a leading cancer genomics expert in the School of Biomedical Sciences and Faculty of Health at the Queensland University of Technology (QUT), Australia. This partnership aims to accelerate the discovery and optimization of novel small molecules as potential drug candidates for the treatment of chemotherapy and targeted therapy-resistant non-small cell lung cancer (NSCLC), as well as other cancers. Business Model We capitalize on the value of our platform through collaborations with industry partners, pooling resources to drive joint product development. Typically, our collaborators take the lead in experimental development, leveraging ChemPass AI to identify the product candidate and optimize it towards a commercial product. Typically, the potential revenue stream from this business model contemplates: • Upfront payments; • R&D fees; and • Royalties from sales of end-products. Fields of Activity The ChemPass AI engine is used for the discovery and optimization of small molecules for two types of products: (i) drugs based on small molecules, in the field of human health and (ii) ag-chemicals, such as herbicides, insecticides and fungicides, in the field of agriculture. Technology highlights ChemPass AI ChemPass AI is the Company’s proprietary computational engine for small-molecule discovery pipeline, supporting hit screening, hit-to-lead optimization and de novo molecule generation. It operates on ultra-large, curated chemical spaces of approximately 38 billion compounds and enables multi-parameter, constraint-based molecular design. ChemPass AI combines proprietary algorithms with advanced artificial intelligence models to accelerate the identification and refinement of chemical leads. The platform incorporates a suite of internally developed tools, including: • PointHit, a virtual screening module designed to identify promising hit compounds from large chemical spaces; • ActiveSearch, an advanced analogue-searching engine intended to expand and refine chemical series; and • LeadOp GPT- a generative small molecule design engine that simultaneously optimizes multiple project specific parameters using generative AI. These integrated capabilities are designed to streamline decision-making, reduce experimental iteration cycles and improve overall research outcomes. The Company believes that ChemPass AI provides a differentiated approach to small-molecule discovery by enabling the design of compounds that simultaneously address three principal criteria: • Novelty – leveraging an approximate 38 billion-molecule training library, the platform is designed to generate novel, synthetically accessible and biologically active compounds, including candidates that explore previously underexploited regions of chemical space and may create new intellectual property opportunities. 38 • Multi-Parameter Optimization – the platform is designed to optimize multiple chemical, biological and physicochemical parameters simultaneously, tailored to defined project constraints, with the objective of increasing the probability of technical and commercial success. • High Potency – AI-designed molecules are prioritized and refined through targeted experimental validation workflows to enhance potency and overall performance characteristics. Our technological differentiation is supported by proprietary advancements developed by our internal research team, guided by scientific advisors, and strengthened through significant collaborations with leading technology providers, including Google Cloud. We completed our first collaboration with Google Cloud in mid-2025 and focused on the development of a “first-in-class” foundation model for the generation of novel molecular product candidates optimized across multiple parameters. Utilizing a training dataset of approximately 38 billion molecular structures, the collaboration resulted in reported design precision levels of approximately 90%, which we believe exceeded prevailing industry benchmarks at the time. In February 2026, we initiated a second collaboration with Google Cloud. This collaboration is focused on the integration of advanced AI agents into ChemPass AI using Vertex AI to automate complex scientific workflows, reduce manual errors, and enhance operational scalability. The objective of this collaboration is to improve the probability of technical and commercial success of novel small-molecule candidates generated by the platform. We believe that this transition toward increasingly autonomous discovery capabilities is expected to support the expansion and scalability of ChemPass AI and to enhance its value proposition in future strategic partnerships within the pharmaceutical and agricultural industries. Validation and screening systems Our validation and screening systems are now focused on only supporting the ChemPass AI engine. These capabilities include a comprehensive set of bioassays integrated into structured validation pipelines. The capabilities encompass diverse scientific disciplines, including biochemistry, molecular biology, microbiology and plant pathology, conducted primarily in laboratories and controlled greenhouse environments. All processes are accompanied by precise data gathering and are coordinated by pipeline management. This infrastructure supports three core functions of our discovery platform: first, generating high-quality experimental datasets to enable the proof-of-concept and iterative refinement of our computational models; second, translating computational designs into synthesized compounds; and third, screening these novel molecules to confirm their biological activity. Subsidiaries Since 2015 and until the beginning of 2025, Evogene has utilized its technology to develop various product types through dedicated divisions and subsidiaries. In human health, we formed Biomica for microbiome-based therapeutics. In agriculture, we established Lavie Bio for ag-biologicals and AgPlenus for ag-chemicals. In other industries, we established Casterra to develop agricultural solutions for castor oil production. In alternative food, we established Finally, together with TKH. During 2025, as a result of the Company’s strategic realignment, the following actions were taken with respect to some of our subsidiaries: 1. Lavie Bio’s activity (including the MircoBoost AI for ag tech-engine) was sold to ICL. No further activities are planned for 2026. 2. Biomica’s activity is expected to cease by the end of the second quarter of 2026, following the execution of its license agreement with Lishan Biotech. 3. Casterra’s activity has been streamlined due to a reduction in the level of activity of Casterra’s principal customer in Africa, and it is currently focused on the Brazilian market. We expect to continue Casterra’s operation during 2026. Effective as of April 1st, 2026, Mr. Yoash Zohar will cease serving as Casterra’s Chief Executive Officer and will be replaced with Mr. Ofer Haviv, Evogene’s President and Chief Executive Officer. Mr. Zohar will continue to serve as Casterra Chief Operating Officer. 4. AgPlenus’s agricultural activities include ongoing development programs and collaborations with leading global agricultural-chemical companies. This subsidiary has also reduced its workforce. We expect to continue AgPlenus’s operation during 2026. 39 As part of our legacy activities, we are engaged in the following projects: Finally Foods In April 2024, we jointly established Finally Foods Ltd., or Finally, with The Kitchen FoodTech Hub, or TKH, a foodtech incubator and investment arm of Israeli food giant’s Strauss Group. Finally is an AI-driven company specializing in molecular farming for the food sector, committed to providing sustainable alternative sources to animal-based proteins using our GeneRator AI technology. We hold an approximately 32% of Finally’s issued and outstanding share capital, with the remaining ownership held by TKH, other investors and the founding team, consisting of Finally’s Chief Executive Officer and Chief Technology Officer. TMG In December 2018, we entered into a multi-year collaboration and license agreement with Tropical Melhoramento & Genética S/A, or TMG, a major Brazilian developer and marketer of soybean varieties, for the development of nematode-resistant soybean varieties using genome editing technologies. Under the collaboration and license agreement, we agreed to identify genomic elements for editing to attribute nematode resistance in soybean and then perform such edits on TMG’s commercial soybean germplasm. In turn, TMG has agreed to validate the efficacy of the edited soybean varieties in greenhouse assays and field trials in Brazil and for incorporation in its breeding pipeline. Throughout 2025, the TMG team performed several phenotyping cycles on seeds engineered by Evogene to test for Nematode resistance. The data presented to be positive. The results are currently under analysis. Under the collaboration and license agreement, TMG obtained a worldwide, royalty-bearing license to incorporate genome edits originating from the collaboration in its soybean varieties. Evogene, on the other hand, obtained a non-exclusive, royalty-bearing license to commercialize such genome edits and soybean lines, subject to certain exclusivity restrictions. According to the collaboration and license agreement, each party is entitled to receive royalty payments from the other party when the products of the collaboration are commercialized, in accordance with the terms set forth therein. In addition, Evogene is entitled to success-based payments upon achievement of pre-defined development milestones. Crop4Clima In May 2023, we were awarded a grant as part of the Crop4Clima consortium funded by the EU Horizon’s EIC Transition program. The project’s goal was to develop crops, focusing first on canola and rapeseed seeds, with the ability to increase assimilation of CO2 from the air while requiring less water intake when compared to crops grown under standard agricultural practices, in order to support sustainability goals. Such outcome would support efforts to reduce global warming by using plants with a higher uptake of carbon dioxide accumulation from the atmosphere while enabling the saving of scarce water resources and improved plant tolerance against drought conditions. Furthermore, it is expected that biomass yield per hectare would improve while the plants maintain a high oil content, as demanded by canola-derived products and the biofuel industry. Other collaborators in this project included the Max Planck Society, Germany’s leading basic research institution, IN Society, an Italian not-for-profit that supports small and medium-sized enterprises, or SMEs, that and analyzes the impact of emerging technologies on society, and AgroBioInstitute, a Bulgarian Agricultural Academy institution. Evogene is functioning as the coordinator of the consortium. The first proof of concept of the program took place in April 2025, followed by complex validation trials on two different rapeseed varieties. During these trials, genetically modified plants were confirmed to significantly increase the ability of CO2 fixation while improving response to drought stress and maintaining their yield as well as nutritional values. The Crop4Clima project was completed on December 31, 2025, with an overall budget of €2.5 million, of which Evogene was awarded approximately €1.52 million to cover our estimated costs in this project. 40 Revenues During 2025, except for sales of castor seeds by Casterra, our revenues consisted primarily of revenues generated under a licensing and collaboration agreement between AgPlenus and Bayer AG for the development of a new sustainable weed control solution and our on-farm cultivation services. A breakdown of our revenues by business activity and geographic markets for each of the last three financial years is provided in “Item 5. Operating and Financial Review and Prospects—Key Performance Indicators—Revenues.” In 2026, we expect to continue to develop our product pipelines and initiate new collaborations with an increased focus on strategic relationships for joint product development. We also hope to continue to evolve our organization and to continue to examine new areas in which ChemPass AI can serve as a competitive advantage and additional value can be created in a relatively short period of time. Major Occurrences and Developments The following are major occurrences and developments in the Company throughout 2025 and through the date of this Annual Report, reflecting advancement in all areas of activity: Evogene • Change in the Composition of the Board of Directors (March 2025) – Mr. Nir Nimrodi was appointed as our chairman of the board of directors. In addition, the Company's President and CEO, Mr. Ofer Haviv, joined as a member of the board of directors. • Completion Foundation Model (June 2025) - Evogene completed a first-in-class foundation model for generative molecule design, developed in collaboration with Google Cloud. • Collaboration (August 2025) - Evogene and Professor Ehud Gazit of Tel Aviv University announced a collaboration to develop new therapeutics for metabolic diseases. This collaboration aims to accelerate the discovery and optimization of novel small molecules as potential drug candidates for a range of diseases caused by the ordered self-assembly of small metabolites. • Change in Management (December 2025) – Evogene appointed Ms. Olga Nissan to serve as Vice President of Business Development of Evogene, effective as of January 1, 2026. Collaboration (January 2026) - Evogene and Unravel Biosciences, Inc. announced a collaboration to develop a first-in-class therapy to reverse neurological damage in demyelinating disorders. Lavie Bio • Acquisition (April 2025) – Lavie Bio signed a definitive agreement under which Dead Sea Works Ltd. (an affiliate of ICL Group Ltd.), or ICL, acquired the majority of its activity. As part of the definitive agreement, ICL also acquired Evogene’s MicroBoost AI for AG platform. In July 2025, Lavie Bio completed the transaction for the sale of its activity to ICL. Biomica • Change in management and reduction of scope (June 2025) – Biomica’s chief executive officer, Dr. Elran Haber, stepped down as Biomica’s Chief Executive Officer due to a medical condition and Mr. Ofer Haviv, Evogene’s President and Chief Executive Officer, replaced him. In addition, Biomica announced a significant reduction of its internal R&D activity, including a reduction of its headcount. Biomica maintained the trials of its clinical phase I product BMC128, and in February 2026, Evogene and Shanghai Lishan Biopharmaceuticals Co., or Lishan, entered into an exclusive licensing agreement related to the development, manufacturing and commercialization of BMC128. Casterra • Collaboration (November 2025) - Casterra and Fantini Italia S.R.L. announced a strategic collaboration to advance agricultural mechanization for scalable commercial castor farming. AgPlenus • New Mode of Action (February 2025) - AgPlenus announced discovery of a new mode of action for fungicides against wheat disease - Zymoseptoria tritici, the fungal pathogen responsible for Septoria tritici blotch, or STB, one of the most devastating diseases affecting wheat crops globally. 41 Market Segments Agriculture Lavie Bio Ltd. Overview In 2015, we initiated our activity for developing ag-biological products as a division within Evogene and early in 2019, it was organized under Lavie Bio Ltd., an independent company that upon establishment was wholly-owned by Evogene. Lavie Bio’s aim was to improve food quality, sustainability and agricultural productivity through the introduction of microbiome-based AI-driven ag-biologicals. Ag-biologicals are externally-applied products from biological sources, such as microbial (micro-organisms) and naturally derived biochemistries, designed to improve crop productivity. A sub-segment within the microbial biologicals is the “microbiome”, the microbial population living close or within the plant or other organisms, such as pests. In April 2025, Lavie Bio entered into a definitive agreement pursuant to which Dead Sea Works Ltd. (an affiliate of ICL Group Ltd., or ICL) agreed to acquire the majority of its activity for $15.25 million. As part of the definitive agreement, ICL also agreed to acquire Evogene’s MicroBoost AI tech engine for Agriculture platform for approximately $3.5 million. Pursuant to the definitive agreement, ICL also acquired Lavie Bio’s proprietary Biology Driven Design, or BDD, technology platform, microbial bank, pipeline of advanced development programs and current commercial product offerings. In addition, Lavie Bio’s core personnel transferred to ICL. In July 2025, Lavie Bio completed the disposition to ICL. As of the date of this Annual Report, no additional activity is expected for Lavie Bio in the future. Lavie Bio has distributed and anticipates distributing the majority of its remaining cash to its shareholders, including Evogene, during 2026 and 2027. AgPlenus Ltd. Overview In 2015, we initiated our activity for developing ag-chemical products as a division within Evogene, and in 2018, it was organized under AgPlenus Ltd., an independent company that upon establishment, was wholly-owned by Evogene. AgPlenus aims to design effective and sustainable crop protection products by leveraging computational predictive biology and chemistry. Crop protection refers to the science and practice of managing risks of weeds, plant diseases, and insects that damage agricultural crops and forestry. AgPlenus’ activities focus on discovery and development of new mode of action, or MoA, for crop protection products. Market According to an August 2024 article published by Global Market Insight, the global crop protection chemicals market was estimated at approximately $91.4 billion in 2023 and is expected to grow to over $132 billion by 2032.1 Lack of available solutions for pest control and increasing resistance to existing crop protection solutions lead to a pressing need for novel crop protection products. However, due to current technological limitations and increasing regulatory requirements, the development of crop protection products is lengthy, complicated and expensive. Competition The ag-chemical R&D market, as described above, can be classified into four key groups of companies: (i) major seed and ag-chemical companies, such as BASF, Bayer, Syngenta Group, FMC and Corteva, with internal research and development units dedicated to development of ag-chemical products, (ii) mid-size ag-chemical companies, mainly Japanese companies focused on the Japanese market, that develop crop protection products, (iii) small to mid-size biotech companies that undertake new approaches to research and develop novel crop protection products, and (iv) academic and agricultural research institutions, which focus on early stage activities. 1 https://www.gminsights.com/industry-analysis/crop-protection-chemicals-market#:~:text=Crop%20Protection%20Chemicals%20Market%20was,impact%20crop%20yields%20and%20quality 42 Business Model AgPlenus’ business model is based on two commercialization avenues: Licensing of product candidates – when product candidates advance towards what is referred to in the industry as a Lead, at the end of the discovery stage, or further along the development pipeline, these product candidates gain increased value and can be candidates for licensing to ag-chemical companies. A typical licensing agreement can include upfront payments, payments upon achievement of pre-defined development milestones, and royalties from product sales. R&D collaborations – by providing a tailored product offering per partner and product type, we seek to build long-term research and development relationships, mitigating the risk associated with building an independent pipeline. A typical collaboration agreement may include upfront payments, R&D payments, payments upon achievement of pre-defined development milestones, and royalties from product sales, which would typically be lower than the royalties under licensing agreements. AgPlenus may use collaboration partners for certain aspects along the development pathway. Currently, AgPlenus’ revenues are derived from research and development payments under early-stage collaborations with Bayer. In the long term, we expect that: (i) as AgPlenus’ product candidates advance through development in our partners’ pipelines, and to the extent that they are commercialized by AgPlenus’ collaboration partners, revenues are expected to include milestone payments and royalty payments; and (ii) as AgPlenus’ internal pipeline product candidates further advance, AgPlenus will license its product candidates. Product Development Programs Scientific Approach AgPlenus’ approach is based on the disruption of the traditional methods of ag-chemical discovery and optimization by implementing a target-based approach for identifying and developing new MoA crop protection products to address the growing resistance of pests (such as weeds, insects, and fungi) to existing commercial products. AgPlenus utilizes mainly Evogene’s ChemPass AI tech engine, as well as other advanced computational technologies and know-how, to drive its ag-chemical discovery. AgPlenus’ approach typically begins with the computational and research-driven identification of protein ‘targets’, which are proteins that are essential to the performance of the relevant weed, insect or fungi. Following the identification and validation of such targets, AgPlenus identifies candidate Hits, which are chemical compounds (small molecules) that potentially inhibit these targets. AgPlenus screens candidate Hits to identify those that demonstrate an effect on the pest of focus. Hits displaying confirmed activity in the initial validation screens, enter the Hit-to-Lead process, which includes computational optimization and additional, more advanced, validation experiments. In addition, these capabilities can also be used independently of each other to discover new Hits for known targets, to optimize an existing Hit to Lead and to optimize a commercial molecule. Product Development Cycle The product development cycle for ag-chemical products is generally comprised of several stages, described as follows: Discovery stage ▪ Identification of Targets – identification and validation of vital targets or proteins that when inhibited (for instance, by a chemical), lead to weed, insect or fungi death. ▪ Identification of Hits – screening of chemical compounds for the identification of candidate Hits that potentially inhibit identified vital targets and are capable of achieving the desired impact on the weeds, insects or fungi of interest. The discovery process includes in-silico as well as biological screening and validation activities. ▪ Hit-to-Lead process – Hits displaying confirmed activity in the initial validation screens will enter the Hit-to-Lead process, including several optimization cycles, each constructed of compound design (in our case, focusing on computational optimization), synthesis of compounds and validation experiments. This stage ends with a ‘Lead’ compound, which is a validated Hit that has confirmed activity in advanced validation screens proving field translation in initial trials. 43 Lead optimization stage ▪ In this stage, multiple field trials are conducted in diverse geographies, as well as greenhouse experiments on resistant weed biotypes and on commercial crops, and the compound structure and formulation are finalized. Lead optimization also entails initial toxicology tests, process engineering on the molecule and a significantly detailed cost of goods analysis. Pre-development stage ▪ In this stage, field trials to validate all commercial cases are conducted, including testing product mixtures, as well as additional safety trials. This stage ends with a ‘Pre-Development’ compound. Development, regulation and registration stage ▪ In the final development phases, new chemical products are registered with the proper regulatory authorities in relevant territories and then launched for commercialization. We expect that these last stages of development will be conducted by our collaboration partners or licensees of our product candidates. Product Development Pipeline The following table sets forth AgPlenus’ main internal product development programs: In 2024, AgPlenus partnered APTH1 with Bayer and continued to develop fungicides for the fungus, Zymoseptoria tritici, responsible for Septoria Blotch in wheat. In 2025, AgPlenus focused on developing its Zymoseptoria Tritici program, and despite a reduction in the number of employees, AgPlenus advanced its development candidates through the development process. 44 Key Collaborations Corteva – Herbicides In March 2020, AgPlenus entered into a multi-year collaboration with Corteva for the discovery and development of novel herbicides. Under the terms of the collaboration agreement, AgPlenus and Corteva work together to optimize herbicide product candidates originating from AgPlenus’ pipeline. The joint research period under this agreement has been concluded. Successful candidates from this collaboration are expected to be further developed by Corteva. Pursuant to the collaboration agreement, Corteva obtained a worldwide, royalty-bearing, exclusive license to use and modify chemical compounds identified under the collaboration to develop and commercialize weed control products containing such compounds. Moreover, AgPlenus was entitled to research and development payments and is entitled to milestone payments upon achievement of certain development milestones as well as royalty payments from future sales of products developed under the collaboration. Bayer AG – Herbicides In February 2024, AgPlenus entered into licensing and collaboration agreements with Bayer AG, or Bayer, for the development of a new sustainable weed control solution. This agreement grants Bayer an exclusive license for the development and commercialization of products developed within the collaboration. AgPlenus will be entitled to receive an upfront payment, ongoing research funding, milestone payments, and royalties based on future product sales, subject to certain conditions set forth therein. Intellectual Property AgPlenus is seeking patent protection for intellectual property rights covering its leading product candidates in main target markets. Currently, AgPlenus has three granted patents in Israel and one granted patent in Europe, and 37 patent applications for these three product candidates pending across various jurisdictions. Government Regulation of our Operations AgPlenus’ research & development activities in Israel (such as laboratory work, greenhouse and field experiments) and are regulated by the provisions of several Israeli governmental agencies. Violation of these regulations may expose us to criminal or civil actions and may impose liability on us. For more information please see “Item 3.D. Risk Factors—Our business (including each of the businesses of our respective subsidiaries) and that of our collaborators’ are subject to various government regulations and, if we or our collaborators are unable to comply with the relevant respective law and regulations and/or obtain the necessary regulatory approvals, we may not be able to continue our operations.” Government Regulation of Product Candidates Regulatory approvals are required prior to the commercialization and importation of ag-chemical products in most countries. While we work toward the development of each of the particular products, the regulatory approval is typically effectuated through our collaborators, per the terms of our collaboration agreements. AgPlenus believes that its collaborators would likely sell products containing its compounds in the U.S., the EU, Brazil and Argentina, and would therefore require such regulatory approvals prior to the commercialization and sale of such products in those jurisdictions. Raw Materials AgPlenus does not significantly rely upon any sources of raw materials for its operations. However, a large supplier of research molecules is Enamine, which is based in Ukraine and has had some limitations in access to molecules since the war in Ukraine. We actively identify multiple contract research organization to minimize this risk. Seasonality The field testing of AgPlenus’ leading product candidates, which have reached advanced stages of product development, are highly dependent on crop seasonality. Currently, AgPlenus does not have any commercialized products and therefore, its revenues are not subject to variations based on seasonality. However, our expectation is that, in the future, sales cycle of the products AgPlenus develops will be dependent on crop seasonality. 45 Human Health Biomica Ltd. Overview In 2017, we established Biomica, a subsidiary focused on the discovery and development of innovative human microbiome-based therapeutics. The human microbiome is an array of more than 100 trillion microorganisms that live on and in our bodies, creating a community of symbiotic, commensal and pathogenic bacteria, all of which call the human body home. These microbes have numerous beneficial functions relevant to supporting life, such as digesting food, preventing disease-causing pathogens from invading the body, and synthesizing essential nutrients and vitamins. Numerous studies have shown the connection between the human microbiome and various medical disorders, and the search for microbiome therapies and treatments is a rapidly growing focus for biotherapeutics research and development. In June 2025, Biomica’s Chief Executive Officer Dr. Elran Haber, stepped down from his role due to a medical condition and was replaced by Mr. Ofer Haviv, Evogene’s President and Chief Executive Officer. In addition, Biomica announced it would significantly reduce its internal R&D activity, including a reduction in its headcount. During 2025, as a result of a reduction in its activities, Biomica ceased development of its Inflammatory Bowel Diseases and Irritable Bowel Syndrome programs, which were both previously in the pre-clinical development phase. As of the date of this Annual Report, Biomica employs 1.5 full-time employees. Biomica will maintain its clinical phase I trial with its product, BMC128, which is designed primarily to evaluate the safety and tolerability of BMC128, in combination with nivolumab, an anti-PD1 immune checkpoint inhibitor, in patients with non-small cell lung cancer (NSCLC), melanoma, or renal cell carcinoma (RCC), and is expected to be completed by June 2026. On February 4, 2026, Biomica, entered into an exclusive worldwide licensing agreement with Shanghai Lishan Biopharmaceuticals Co., Ltd., or Lishan Biotech, for BMC128 (designated as LS-LBP-002 by Lishan Biotech), a microbiome-based therapeutic designed to enhance anti-tumor immune activity. This agreement grants Lishan Biotech exclusive rights (subject to reaching certain commercial milestones) to further develop, manufacture and commercialize the BMC128, which was developed by Biomica. Pursuant to the terms of the licensing agreement, Biomica is eligible to receive development milestones payments upon progress of Lishan Biotech’s clinical trials and receipt of regulatory approvals, sales milestones payments, and royalties from Lishan Biotech’s sales of future products, subject to certain conditions set forth therein. Following the execution of the agreement with Lishan Biotech and the completion of phase-I of the clinical trial for BMC 128, no further activity is expected for Biomica. Biomica anticipates distributing the majority of its remaining cash to its shareholders, including Evogene. Industrial Applications Casterra Ag Ltd. Overview Our activities related to castor seeds were initiated in 2007 and in 2012 were organized under a wholly owned subsidiary, currently named Casterra Ag Ltd. Casterra focuses on the development of an integrated solution for castor cultivation, including advanced non-GMO high-yielding castor seed varieties, compatible agricultural machinery, and agronomic protocols. Casterra’s main target markets are Africa and Brazil, where large scale castor agriculture and industry are well established. During 2025, Casterra’s sales of seeds reached $2,168 thousand, and it increased its production capabilities by signing agreements with seed producers in Kenya and Brazil. Due to a reduction in the level of activity of Casterra’s principal customer in Africa in the field of castor oil production, Casterra is currently focusing most of its efforts on the Brazilian market. Brazil is an established market for castor cultivation on a significant commercial scale, characterized by multiple players and an emerging sector of mechanized castor farming, for which Casterra’s varieties are well suited. In commercial fields and field trials conducted in Brazil during 2025, the results obtained for Casterra’s three commercial castor seed varieties – 701, 712 and 716 – demonstrated high commercial potential and attractive economic viability. As a result of the change in operational focus, Casterra has reduced its workforce that was designated for activities in Africa and plans to sell its seed inventory in Africa as grains rather than as seeds. 46 Market Castor beans are grown for their high-quality oil, which is used for the production of bio-based products for various industrial applications such as cosmetics, pharmaceuticals, paints, lubricants, plastics, coats, films and others. The global castor oil market is projected to grow from an estimated value of $1.36 billion in 2025 to reach $1.83 billion by 2035, at a CAGR of 3.2%.2 Castor is primarily cultivated as a “low-tech” crop in its primary production regions globally, employing traditional methods such as manual sowing and harvesting. Castor oil possesses a distinct chemical composition among plant oils, exhibits a smaller market share, and is priced substantially higher compared to other plant-based oils (e.g., palm oil, soybean oil, rapeseed oil, and sunflower oil).34 Due to its unique chemical properties, castor oil is suitable as a substitute for fossil fuels in numerous significant industrial applications and holds the potential to transform into a crucial lower carbon, biodegradable feedstock for industrial markets.5 For this transformation to occur on a largescale, production volumes must increase, and prices must decrease, transforming castor oil into a commodity rather than a specialized premium market.6 Casterra estimates that employing its proprietary castor seeds, coupled with tailored mechanized solutions and agronomic expertise, can significantly reduce these costs and support scalable, dependable, and cost-effective castor farming. Competition Casterra’s competition in its target markets mainly includes a few companies that supply castor seeds to growers worldwide, such as Kaiima Seeds (Brazil, Africa) and Terasol (Brazil). Business Model Casterra’s business model is to sell its proprietary castor seed varieties to castor growers, together with targeted agro-technical support. Casterra’s offering includes high yielding varieties with plant structure suitable for mechanized harvest, best practices for large-scale castor growing, and advanced compatible mechanical harvesting and dehulling solutions. Key agreements Casterra Agreements with ENI and its Affiliate On June 21, 2023, Casterra announced that it entered into a framework agreement to sell seeds of its proprietary castor varieties to ENI Kenya B.V., or ENI, for cultivation in specific African territories at a commercial scale for biofuel production. During the first quarter of 2025, Casterra delivered orders (which were backlog from the prior year) valued at approximately $2,168 thousand. As of the date of this Annual Report, the Company has not received any additional seed orders from ENI. Intellectual Property Casterra’s policy is to register 'breeders rights' over its commercial castor varieties, in target territories. As of the date of this Annual Report, Casterra is in the process of filing breeders rights in Europe and Africa. To date, Casterra has registered its commercial varieties in Brazil. 2 https://www.futuremarketinsights.com/reports/castor-oil-market 3 https://www.researchgate.net/publication/345766202_Castor_oil_Ricinus_communis_a_review_on_the_chemical_composition_and_physicochemical_properties 4 Commodity Prices - Price Charts, Data, and News - IndexMundi 5 https://link.springer.com/article/10.1186/s40508-016-0055-8#Fig2 6 https://www.24chemicalresearch.com/reports/293992/castor-oil-its-derivatives-forecast-market?utm_source=chatgpt.com 47 Government Regulation of our R&D Operations Casterra’s activities in Israel in the field of seeds are regulated by the Israeli Ministry of Environmental Protection. Pursuant to these regulations, Casterra is required, among other things, to obtain toxins permits, which allow it to conduct experiments using “hazardous materials,” as such term is defined in the applicable regulations, and to follow specific rules regarding waste disposal. Violation of these regulations may expose Casterra to criminal penalties, administrative sanctions and responsibility to compensate those injured for any environmental damages. Government Regulation of Seed Import Seed import is subject to field and warehouse inspection by the regulator in the country of destination for compliance with the local regulations. These regulations typically include, among others, phytosanitary inspection for pests and diseases. Raw Materials Casterra does not significantly rely upon any sources of raw materials for its operations. Seasonality Casterra’s castor seed business in general, and revenues in particular, generated from sales of castor seeds and related agro-technical services to local castor growers, are subject to variations based on crop seasonality. The timing of Casterra’s seed production, as well as the delivery of castor seeds to its partners and revenue recognition with respect to such seed sales, derive substantially from the seasonality of castor growing in the seed production locations and in the target markets. C. Organizational Structure The legal name of our company is Evogene Ltd. and we are organized under the laws of the State of Israel. As of the date of this Annual Report, we hold directly and indirectly the percentage indicated of the issued and outstanding capital stock of the following significant subsidiaries: Name of Subsidiary Jurisdiction Ownership Interest AgPlenus Ltd. Israel 98.3% (1) Biomica Ltd. Israel 75.8% (2) Casterra Ag Ltd. (formerly known as Evofuel Ltd.). Israel 99.5% (3) Lavie Bio Ltd. Israel 68.9% (4) (1) The remaining 1.7% of AgPlenus Ltd.’s issued and outstanding share capital is held by AgPlenus’ former Chief Executive Officer and current director as a result of exercise of options. (2) The remaining 24.2% of Biomica Ltd.’s issued and outstanding share capital is held by: (i) SHC, who holds 22.7%, and (ii) Biomica's Chief Technology Officer, who holds 1.5%. For more information see “Item 4.B. Information on the Company—Business Overview—Market Segments—Human Health—Biomica Ltd.—Overview”. (3) The remaining 0.5% of Casterra Ag Ltd.’s issued and outstanding share capital is held by Casterra’s former employee as a result of exercise of options. (4) The remaining 31.1% of Lavie Bio Ltd.’s issued and outstanding share capital is held by (i) Pioneer Hi-Bred International, Inc. (also known by the name Corteva), who holds 26.6%, and (ii) Lavie Bio’s former employees, who hold 4.5% as a result of exercise of options. D. Property, Plants and Equipment Our principal facility is located in Rehovot, Israel and consists of 1,870 square meters (approximately 20,129 square feet) of leased office space accommodating our corporate offices and our molecular, microbial and crop protection labs. The lease for this facility will expire December 31, 2027; however, we have an option to extend it until December 31, 2030. 48 We perform most of our testing in plants, or in-planta testing, at our “Greenhouse Research Center”, located on two adjacent lots that we lease outside Rehovot. The first lease covers approximately 13,500 square meters (approximately 145,000 square feet) of land, and expires on July 21, 2028. The second lease covers approximately 10,000 square meters (approximately 108,000 square feet) of land and expires on May 10, 2028, and we hold an option to renew such lease for an additional 24-month period. The Greenhouse Research Center contains greenhouses, which are used for various in-planta experiments of the company, its subsidiaries and other third parties. In addition, the Greenhouse Research Center contains warehouses, office facilities and seed banks. Our office space facilities are 80% utilized, while our lab space and farm facilities are 50% utilized. We have no material tangible fixed assets apart from the leased properties described above. We believe that our currently leased facilities meet our needs for the short and mid-terms.