A. [Reserved] B. Capitalization and indebtedness. Not applicable. C. Reasons for the offer and use of proceeds. Not applicable. D. Risk factors. Risk Management Our business faces significant risks and uncertainties. You should carefully consider all of the information set forth in this annual report and in other documents we file with, or furnish to, the U.S. Securities and Exchange Commission (“SEC”), including the following risk factors, before deciding to invest in or to maintain an investment in our securities. Our business, as well as our reputation, financial condition, results of operations, and share price, could be materially adversely affected by any of these risks, as well as other risks and uncertainties not currently known to us or not currently considered material. 4 Table of Contents Strategic risks Risks from strategic review We have completed a strategic review, defined a new vision and purpose for the Group with a clear roadmap. A new strategy also bears the risk of execution. Failure to execute the strategy effectively could result in a misalignment with the company’s established and re-confirmed strengths, such as R&D expertise, scientific excellence and technology leadership potentially diminishing our competitive advantage. Additionally, rapid shifts in the biotech landscape or advancements by competitors during the transformation period could render the new strategy less effective. While the strategy and vision is defined, it is also clear, that we have a transformation journey ahead. With Project Horizon (announced in March 2026), we are strengthening the way we operate. Structures, process and ways of working need to support reliable and efficient delivery as basis for sustainable growth. Operational excellence is one of the key levers expressed in the implementation of the strategy. The plans to improve the performance, reduce complexity and cost have not yet been confirmed as they are subject to regulatory and work council procedures. During this transitional period, there is a risk of uncertainty both within and outside the organization. This uncertainty could lead to potential delays in work, late decision-making, and unclear priorities. Further, delayed decision making, poor planning, insufficient resources, or ineffective project management could also lead to delays, cost overruns, or incomplete implementation. The transformation may also require substantial investment. If anticipated returns are not achieved, it could strain financial resources and impact long-term sustainability. Furthermore, unsuccessful execution or visible missteps could harm the company’s reputation among investors, partners, and the broader industry. Our discovery and preclinical development (D&PD) business faces potential risks arising from new or changing conditions, developments and events that could significantly impact our business model and, consequently, our ability to achieve our strategic objectives. Our strategy aims to cover the entire value chain of early research and pre-clinical development to improve patients’ lives by addressing a broad range of disease areas in collaboration with partners, using a modality-agnostic approach. Failure to successfully execute this strategy could negatively affect our future business performance and market capitalization. The risk of failure to achieve strategic targets depends thereby on internal and external factors. Macroeconomic risks We operate in a global environment, making us susceptible to macroeconomic risks that could significantly impact operations, financial performance, and strategic objectives. The ongoing Ukraine-Russia conflict the instability in the Middle East, together with the political climate in the United States pose significant risks to global economic stability. These factors can disrupt supply chains, increase costs for raw materials, and create uncertainty in key markets. For example, heightened geopolitical instability may lead to interruptions in the availability of critical resources or hinder global transportation networks, delaying delivery timelines and escalating operational expenses. The Ukraine-Russia conflict has already resulted in volatility in energy markets during the last years, with Europe being particularly impacted by volatile energy prices due to its reliance on natural gas imports. Rising energy costs directly affect our operations, especially our higher energy-intensive manufacturing facilities. Changes in global trade policies and trade agreements continue to pose significant risks to our company. The pharmaceutical and biotech sector is characterized by particularly complex supply chains and a high proportion of imported intermediate products, Active Pharmaceutical Ingredients (“APIs”), and specialty chemicals. Trade policy measures such as new tariffs, trade barriers, non-tariff barriers (e.g., regulatory requirements), or export control restrictions may increase the cost of or delay the procurement of essential materials, thereby adversely affecting operational processes and R&D projects. Uncertainty in trade relationships — for example, as a result of geopolitical tensions between major economic and trading partners (e.g., the EU, the USA, China, and the UK) or changing regional sanctions regimes — may lead to higher import and export costs, longer processing times at customs, and increased administrative burdens. Such delays can be particularly critical for pharmaceutical intermediate products with short shelf lives as well as for clinical trial materials. Both geopolitical conflicts and evolving trade agreements exacerbate vulnerabilities in global supply chains. Delays or disruptions in sourcing key components, such as reagents, lab equipment, or specialized materials, could significantly impede research timelines or product development efforts. 5 Table of Contents Competitors and disruptive market participants The biotechnology and pharmaceutical industries have experienced rapid growth in recent years but remain intensely competitive. We face the risk that competitors or disruptive market participants may replicate our business model or introduce innovative offerings that could render our services less competitive or even obsolete. Our mission is to discover and develop best- and first-in-class medicines for a broad range of difficult-to-treat diseases in collaboration with our partners. To achieve this, we have developed a comprehensive suite of fully integrated, next-generation technology platforms designed to transform drug discovery and development. These platforms enable significant improvements in drug quality, accelerate the discovery process, and reduce the high attrition costs often associated with traditional methodologies. To remain competitive, we must continuously innovate and provide cutting-edge solutions to its partners. Failure to do so could materially and adversely affect our business. Additionally, industry pressures such as intensified cost-containment measures, particularly on prescription drugs, impact our partners and may indirectly affect us. A contraction in the pharmaceutical and biotechnology industries due to pricing pressures could also materially impact our operations. We consistently invest in the development of cutting-edge technology platforms, services, and products to enhance our competitiveness and differentiation. Risks to keep pace with technological developments, such as the integration of Artificial Intelligence (“AI”) & In Silico technologies, could result in missed opportunities for automation, predictive analytics, and improved decision-making. For example, a lack of AI-driven systems for compound selection during drug screening could lead to inefficiencies and delays relative to competitors. Shortcomings in these areas could significantly disrupt operations, impair cash flows, and negatively impact our overall business strategy and performance. Competition poses further risks. Superior offerings from competitors could harm our market positioning, revenue, financial conditions, and overall strategy. In 2025, 43% of the Company’s revenue came from three customers, and 74 customer alliances each generated over €1 million. Losing key customers to competitors could significantly impact us, especially as competition intensifies from cost-conscious Contract Research Organization (“CROs”) in Asia and Eastern Europe, which offer compelling alternatives for price-sensitive customers. The expansion of pharmaceutical companies into biotech services further increases outsourcing options, while emerging AI-driven biotech’s present growing competitive threats. These AI-focused companies are competing for deals and partnerships with major pharmaceutical firms and may enhance their wet lab capabilities, increasing competition in drug discovery. Our drug discovery and development efforts also face challenges from market players with greater resources or superior manufacturing capabilities. The success of our R&D efforts depends on the competitiveness of our pipeline products against existing or future therapies. If our products fail to stand out, this could increase uncertainty around future cash flows, adversely impacting its financial position and business strategy. ​ 6 Table of Contents Partnership risks in Drug development and manufacturing We face risks to successfully maintain strategic partnerships in drug development and manufacturing due to failure whereas some of the factors of success are beyond our control. For instance, if our customers change their strategic focus, unexpected or unfavorable study results arise, or customers are dissatisfied with our performance under existing agreements, contracts — including those foundational to our strategic relationships with key clients — could be terminated or scaled back with little or no notice. The termination of a major contract or simultaneous delays, cancellations, or conclusions of several agreements could significantly impact our strategic objectives and adversely affect our operating results. Additionally, we could be significantly affected by a decline in research spending by existing or potential customers or a reduction in outsourcing within the biopharma industry. While current market assessments suggest continued recovery, any disruptions could hinder our ability to meet growth expectations. We aim to serve as a source of innovative drug candidates for potential partners. While the strategy clearly focuses on the development of platforms, we are also advancing multiple active drug discovery and early development projects that we intend to license to partners for clinical development and commercialization - mainly as proof of concept for the innovative platforms and technologies. If we fail to secure suitable partners or agree on acceptable terms, the company may be unable to generate returns from these projects. Moreover, changes in the commercial priorities of our partners could lead to strategic re-prioritizations or the discontinuation of certain projects or partnerships. In such cases we would assume the risks associated with further development and re-partnering efforts. A failure to secure new partners could result in additional costs and the loss of potential revenue streams, undermining the ability to achieve our strategic objectives. Pharmaceutical and biotech companies are increasingly outsourcing drug development and manufacturing to Contract Development and Manufacturing Organization (“CDMOs”) to reduce costs, access specialized expertise, and accelerate time-to-market. With Just – Evotec Biologics (“JEB”), we strategically focus on providing development and manufacturing services for antibodies, next-generation biologics, and biosimilars. Our innovative, integrated end-to-end continuous manufacturing platform is highly intensified, enabling significantly higher productivity within a smaller footprint compared to traditional batch manufacturing. With our strategic shift in 2025 to focus not only on late stage/commercial CDMO, but also on our core strength of technology and scientific leadership, Evotec is able to pivot more into a partner than a pure CDMO. This also reduces the dependency for growth on building and owning extensive JPOD infrastructure. Our commercial approach will pivot toward an asset lighter, higher margin business model. One that leverages best our proprietary technology, scales through partnerships, avoids the need for large upfront capacity investments, and delivers sustainable returns. However, risks remain. Inspection and approval of United States (“US”) sites by the U.S. Food and Drug Administration (“FDA”) is dependent upon our client base and their progression through drug development inclusive of late-stage clinical trials. Internally, failing to meet client timelines, insufficient resources like raw material delays, technical batch failures, or the loss of key personnel could hinder progress in our business, potentially increasing costs. Externally, clients may adjust portfolios or terminate partnerships for financial or market reasons, posing immediate financial risks. These challenges could impact our strategic objectives, reputation, and long-term financial targets. Commercial risk from out licensing and licensed products We depend in part on out-licensing arrangements for late-stage development, marketing, and commercialization of our pipeline assets. Dependence on out-licensing arrangements subjects us to several risks, including the risk that we have limited control over the amount and timing of resources that our licensees devote to pipeline assets, that our licensees may experience financial difficulties or that our licensees may fail to secure adequate commercial supplies of pipeline assets upon marketing approval. Moreover, we face the risk that our future revenues depend on the efforts of our licensees and that business combinations or significant changes in a licensee’s business strategy may adversely affect the licensee’s willingness or ability to complete the development, marketing and/or commercialization of the relevant pipeline assets. Finally, a licensee could move forward with a competing product candidate developed either independently or in partnership with others, including our competitors. If we or any of our licensees’ breach or terminate their agreements with us if any of our licensees otherwise fail to conduct their development and commercialization activities in a timely manner or if there is a dispute about their obligations, we may need to seek other licensees, or we may have to develop our own internal sales and marketing capability for our pipeline assets. Our dependence on our licensees’ experience and the rights of our licensees could limit our flexibility in considering alternative out-licensing arrangements for our pipeline assets. Any failure to successfully develop these arrangements or failure by our licensees to successfully develop or commercialize any of our pipeline assets in a competitive and timely manner will have a material adverse effect on the commercialization of our pipeline assets. ​ 7 Table of Contents Financial risks Liquidity risk Revenue fluctuations, external events, expenditures including initial costs of transformation and timing of benefits (Project Horizon), and changes in the business environment might negatively impact our short-to-medium term profitability and liquidity. We participate in scientific projects with milestone character in order to benefit financially from high success or specific results. However, these are usually linked to the successful achievement of an important scientific result, time restriction, or regulatory event, so that the outcome is uncertain due to the nature of scientific research and development (“R&D”). Therefore, despite our best efforts, there is a risk that these milestones will not be reached or will be reached later than planned, which may have a negative effect on the planned liquidity and margin. We may also be exposed to liquidity risks from long-term fixed-price contracts if the planned cash inflows in connection with these contracts are lower than expected and if cost increases (e.g. inflation) were not sufficiently factored in and negotiated when the contracts were concluded. As of December 31, 2025, we had € 476.4 m in cash, cash equivalents and investments. We may adjust the timing of our funding activities as our operating plan evolves, including the possibility of seeking additional resources earlier than previously anticipated through various available options. Even though we believe our current liquidity is adequate for our operating plans, we may still pursue incremental funding to enhance financial flexibility or to support strategic initiatives. In the first quarter of 2025, we utilized the final tranche of €44m under the European Investment Bank (“EIB”) loan facility. In June 2025, we terminated our €250 million senior secured revolving credit facility. Following changes in our financial profile, the facility was no longer aligned with our evolving funding strategy, At the end of 2025, we completed a share purchase agreement with Sandoz for the sale of 100% of the shares in Just - Evotec Biologics EU SAS together with several related agreements, which strengthened our liquidity position in 2025, particularly in light of the expected debt repayment in 2026. To actively address any related risk and safeguard our cash position, we have defined minimum liquidity levels and regularly monitor liquidity developments & risks. In full compliance with our investment and risk policy, the general risk of losing a significant amount of cash in cash investments is mitigated by diversifying the liquidity across high‑quality instruments, over multiple financial institutions and continuously monitoring counterparties and exposures. Overall, we believe to have sufficient liquidity to meet liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to its reputation. Our business and reported profitability are affected by fluctuations in foreign exchange rates mainly between the US dollar, pound sterling and the euro. Currency risks Our business and reported profitability are affected by fluctuations in foreign exchange rates mainly between the US dollar, Pound Sterling and the Euro. We manage the currency risks via close market monitoring, forward rate agreements, natural hedges and other selective hedging instruments. Hedging transactions are entered into for future transactions that can be reliably anticipated based on our order book. Despite active currency management, exchange rate risks cannot be fully eliminated due to unpredictable market movements and volatility. As a result, our business may be affected by fluctuations in foreign exchange rates, which may have a significant impact on the results of operations and cash flows from period to period. Currency exchange movements also impact our reported liquidity in respect of translating liquid assets held in US dollars (approximately 21% of our liquid assets) or pound sterling into Euros. In the course of 2025 we have slightly reduced our currency exposure. On December 31, 2025, 73% of the Liquidity is held in EUR. Interest rate risks Interest rate risks may arise from unfavorable developments in market interest rates. The increase in interest rates affects the interest charges on our variable interest-bearing loans and leads to additional interest expenses. At the end of 2025, 5% of our loans had variable interest conditions. Therefore, the interest rate risks on loans can be considered immaterial. Default risks Default risks can arise as a result of a customer defaulting on payment. Our customers are mostly financially stable pharmaceutical companies, research institutions and larger biotechnology companies, meaning that the risk can be classified as fairly low. We regularly maintain cash balances at third-party financial institutions in excess of applicable insurance limits and are therefore reliant on banks and other financial institutions to safeguard and allow ready access to the assets. If banks or financial institutions enter receivership or become insolvent in the future in response to financial conditions affecting the banking system and financial markets, our ability to access its existing cash, cash equivalents and investments may be at risk. We therefore monitor the creditworthiness of our financial institutions on a regular basis. The risk associated with financial counterparties can be considered low. 8 Table of Contents M&A risks In relation to M&A activities, we are frequently subject to certain post-closing obligations as well as representations/warranties/indemnities frameworks defined within Share Purchase Agreements (SPAs). To mitigate financial exposure, we typically utilize Warranty & Indemnity (W&I) insurance to cover the majority of general representations and warranties. For specific known exposures, we manage our risk through a combination of financial accruals and contractual liability caps. While we have established provisions for highly probable liabilities as of 31 December 2025, certain contingent liabilities remain based on future events. Despite these protections, residual M&A risks cannot be entirely eliminated, and any successful claims exceeding insurance limits or existing provisions could impact the our results or operations. Legal/compliance risks Litigation and contractual risks We are exposed to risks from litigation and cannot completely rule out violations of legislation or regulations. As a result, we are exposed to the potential risk that legal action, court rulings or out-of-court settlements may have adverse financial consequences. We are bound by numerous contracts with a high degree of standardization, in particular customer contracts under which we are providing services. Some of the contracts, in particular collaboration agreements with other partners, are more complex and have a lower degree of standardization. Contractual clauses which, after final negotiation with the partner, are fairly unfavorable for us may entail contractual risks like legal liability risks and financial risks. Risks may also arise if the parties interpret a contractual clause differently than we intended. We have not recorded any judicial or material out-of-court settlements with customers in the past 10 years, so we consider the risk to be low. Regulatory risks We and our pharmaceutical and biotechnology customers and partners are subject to extensive regulations by the FDA and similar regulatory authorities in other countries for development, manufacturing and commercializing products for therapeutic or diagnostic use. Such regulations include but are not limited to, restrictions on testing on animals and humans, manufacturing, safety, efficacy, labelling, sale, advertising promotion and distribution of our or our partners’ products. In addition, new laws and regulations to which we and our customers and partners are subject may change in the future affecting the viability of market entry for new products developed by us or the ability to continue certain projects for our customers and partners that may consequently be terminated at an early stage. 9 Table of Contents Regulations related to sustainability and ESG topics have become increasingly important for companies in the recent years and are subject to ongoing development. Due to the growing report requirements with the EU Taxonomy, the Supply Chain Act and currently applicable Corporate Social Responsibility Directive Implementation Act (“CSR-RUG” - German: CSR-Richtlinie-Umsetzungsgesetz) the scope of reporting is increasingly large. Moreover, the Corporate Sustainability Reporting Directive (“CSRD”) was expected to be adopted to replace the CSR-RUG in Germany as of financial year 2024 onwards. Due to changes on the European Level with the Omnibus legislation it has not been passed by the German Parliament yet. As the CSRD had not yet been transposed into German law in 2025, this implementation is now expected in 2026, at which point the currently applicable CSR-RUG will be replaced. The legal insecurities resulting from this also cause challenges in reporting and reporting compliance. The CSRD will increase the relevance of the information but is also associated with increased additional work due to more complex auditing requirements. This requires enhancing cooperation between internal functions and with that preparation and further provision of capacities within the company. The CSRD marks a shift from a compilation of sustainability data toward a requirements-driven approach grounded in strategy and a double materiality assessment. The assessment of impacts and risks now forms the basis for determining material topics that companies must report on. This may lead to increased regulatory, social or other scrutiny on our part. We have performed the double materiality analysis in preparation for the introduction of the European Sustainability Reporting Standards (“ESRS”). We have analyzed its business activities, business relationships, products and services to determine whether it has a positive and/or negative impacts on the environment and people and other relevant stakeholders. In that process the severity, likelihood and irremediably of effects we have or could have on the environment and people, including effects on their human rights are analyzed (inside-out perspective). Furthermore, the sustainability-related financial risks and opportunities, including those deriving from dependencies on natural, human and social resources, on the course of business, the results or the situation of the company (outside-in perspective) are analyzed. Moreover, the EU Taxonomy regulation poses a challenge with the requirements through requiring companies to check their eligibility and alignment with the environmental objectives and disclosing financial KPIs. In addition to our disclosure obligations, compliance with sustainability aspects is assessed by a large number of rating agencies as well as customers. Moreover, sustainability compliance is an increasingly legal obligation for institutional and professional investors, whose investment decision may be impacted negatively by an inadequate ESG rating. If negative assessments by either of all of the relevant parties were to occur, they could have material adverse effects on our business, financial condition, cash flows and results of operations, and the market value of its common stock could decline. Any failure in this regard could also have a material adverse effect on our reputation and the achievement of our strategic objectives. We mitigate the risks by implementing a large number of countermeasures, such as growing cooperation and joint preparation between the Finance, Risk and ESG departments, expansion of capacities, introduction of new tools for reporting work, double materiality analysis, climate risk analysis, introduction of a tool for complaints for human rights violations and introduction of a supplier management program. The German Supply Chain Due Diligence Act (SCDDA/Lieferkettensorgfaltspflichtengesetz “LkSG”) was passed by the German Parliament in 2021 and is mandatory for us since 2024 onwards. This law obliges us to respect human rights and the environment requiring us to implement legally defined due diligence obligations. One of the key elements of these due diligence obligations is the establishment of a risk management system. Such a risk management system is intended to identify, prevent or minimize risks of human rights violations and environmental damage. The due diligence obligations apply both to our own business area and supply chain. If we fail to comply with the German Supply Chain Due Diligence Act or if supervisory authorities are of the opinion that we have not complied with our due diligence obligations in accordance with this law, this may lead to official enforcement measures or other administrative penalties and fines. This may interrupt or delay our development activities and could have a material adverse effect on our business, financial condition, reputation and results of operations. Product liability risks It is possible that we will be responsible for potential product liability stemming from product research, development or manufacturing and may face an even greater risk if any drug candidate that we develop is commercialized. If we cannot successfully defend ourselves against claims that drug products we develop with our partners caused injuries, we could incur substantial liabilities. Regardless of the merit or eventual outcome of such claims, any liability claims may result in e.g., decreased demand for any drug product that we may develop with our partner, loss of revenues, significant time and costs to defend the related litigation, initiation of investigations by regulators and injury to our reputation and significant negative media attention. We are covered by liability insurance, but notwithstanding such coverage our financial position or results could be negatively affected by product liability claims. On occasion, large judgments have been awarded in class action lawsuits based on drugs or medical treatments that had unanticipated adverse effects. 10 Table of Contents Quality risks in manufacturing and R&D Our business success hinges upon the fulfillment of both our own and legal quality standards. Parts of our operations are subject to current Good Manufacturing Practice (“cGMP”), Good Laboratory Practice (“cGLP”) and Good Clinical Practice (“cGCP”) requirements. Regulatory authorities and our customers may conduct scheduled or unscheduled (for cause) inspections of our facilities to monitor its Quality System and verify that it complies with regulatory requirements and with the terms of our quality agreements with our customers. Audit findings that can impact on patient’s safety, are classified as “critical” and may lead to a loss of certification with regulatory agencies or a loss of approved supplier status with our customers and a subsequent loss in revenues and in reputation. Our manufacturing facilities also require certification and validation activities to demonstrate that they operate as designed. In addition, our manufacturing and testing facilities are subject to regulatory inspections by the national competent authorities in EU member states (including Italian Medicines Agency (“AIFA”) and Minister of Health in Italy), the Medicines and Healthcare products Regulatory Agency (“MHRA”) in the United Kingdom (“UK”), the FDA, and other comparable regulatory authorities of other countries. If we are unable to reliably conduct the preclinical and clinical study and manufacture products in accordance with the regulatory requirements, we may not obtain or maintain the necessary authorizations. Further, our facilities may fail to pass regulatory inspections, which would cause significant delays and additional costs required to remediate any deficiencies identified by the regulatory authorities. In addition, any failure of quality in the product could cause significant delays and additional costs required to remediate any deficiencies. Any failure in quality which can cause damage to the patient may be subject to civil and criminal penalties. Any of these challenges could delay completion of clinical trials, require bridging clinical trials or the repetition of one or more clinical trials, increase clinical trial costs, delay regulatory approval, impair commercialization efforts, increase our cost of goods, and have an adverse effect on our business, financial condition, results of operations and growth prospects. With reference to all activities performed in research (in accordance with Good Regulatory Practice “GRP”) or non-Good x Practice (“GxP”) development phases, a lack of quality can bring to generation of unreliable data, with consequent loss of time to repeat the experiments, increase of cost, loss of revenues and loss of reputation. General Governance and compliance risks (fraud, corporate governance) In terms of governance and compliance risks, we are exposed to a variety of potential challenges, including bribery and corruption, antitrust violations, internal and external fraud, data protection breaches, unlawful public disclosure of insider information, non-compliance with the Supply Chain Due Diligence Act (“SCDDA”), product liability, conflicts of interest, and emerging regulations such as the AI Act. The risks vary in their level of significance and potential impact on the company and have the potential to harm our reputation and result in financial penalties. Our employees are obliged to adhere to our Code of Ethics and Business Conduct, which is applicable across the entire Group. Compliance with internal company policies is paramount to our success and ensures a safe work environment for our employees and early detection of potential risks. It is essential for us to ensure that we in general and our employees individually conduct business in a legal, ethical and responsible manner. Employees are expected to report any incidents they suspect of having breached the ethical guidelines laid out in our Code of Conduct to their supervisor or to our Compliance Officer. We have also established appropriate guidelines and processes with regard to insider regulations. Our corporate Legal & Compliance department is in charge of compliance monitoring. Risks of failing to maintain effective internal control over financial reporting as a U.S.-listed company. We have identified material weaknesses in our internal control over financial reporting as of December 31, 2025. We are subject to requirements under the Sarbanes-Oxley Act of 2002, as amended (“Sarbanes-Oxley”), to perform system and process evaluation and testing of our internal control over financial reporting to allow management to assess the effectiveness of our internal controls. Management has identified material weaknesses in our internal control over financial reporting. As a result, management has concluded that, as of December 31, 2025, our internal control over financial reporting was not effective, as more fully described in Item 15. E of this annual report. Management has also accordingly concluded that our disclosure controls and procedures were not effective. 11 Table of Contents Notwithstanding the material weaknesses, we confirm that our consolidated financial statements, as included in this annual report, fairly present, in all material respects, our consolidated financial condition as of December 31, 2025 and our consolidated results of operations and cash flows for the year ended December 31, 2025, in conformity with IFRS. Management has developed a remediation plan to address the material weaknesses, including enhancing the risk and control frameworks, which will build on the significant attention that management has devoted to controls to date. While we are taking steps to address these material weaknesses, which could require us to expend significant resources to correct the material weaknesses or deficiencies, any gaps or deficiencies in our internal control over financing reporting may result in us being unable to provide required financial information in a timely and reliable manner and/or incorrectly reporting financial information, which could reduce confidence in our published information, impact access to capital markets, impact the trading price of our securities or subject us to potential regulatory investigations and sanctions. In addition, there can be no assurance that these measures will remediate the material weaknesses in our internal control over financial reporting or that additional material weaknesses in our internal control over financial reporting will not be identified in the future. Any of the foregoing could materially and adversely affect our business, results of operations and financial condition. Risks of changes in tax laws and interpretations by authorities We operate in many different jurisdictions and are exposed to various tax risks. Key factors contributing to this risk include legislative changes, where amendments to tax laws and regulations in countries where we operate can impact our tax obligations. These changes may include adjustments to corporate tax rates, introduction of new taxes, or modifications to existing tax incentives. Interpretation by authorities is another factor, as tax authorities may interpret laws and regulations differently, leading to disputes and potential adjustments to our tax filings, resulting in additional tax payments and legal costs. Audit risks are also significant, as increased scrutiny and audits by tax authorities can uncover discrepancies or differing interpretations, leading to reassessments and additional tax liabilities. Transfer pricing adjustments can affect the allocation of income and expenses among subsidiaries, impacting our overall tax burden. Additionally, inconsistent application of double tax treaties can lead to double taxation, where the same income is taxed in multiple jurisdictions. Loss of R&D tax credits We rely significantly on Research & Development (“R&D”) tax credits to support our innovation and development activities (as of December 31, 2025, we had received € 41.6 m in R&D tax credits for that year). These credits can be subject to change based on government policies and economic conditions in the countries where we operate. The potential reduction or elimination of R&D tax credits could result in increased tax liabilities and reduced cash flow, adversely affecting our financial performance and ability to invest in future R&D projects. Factors contributing to this risk include: Changes in legislation (amendments to tax laws or regulations that reduce or eliminate R&D tax incentives), economic downturns (governments may alter tax policies in response to economic challenges, impacting the availability of R&D credits), compliance and audit risks (increased scrutiny and audits by tax authorities could lead to disallowance of claimed credits), global operations (variations in tax policies across different jurisdictions where we operate can create uncertainty and complexity in claiming R&D credits). Ownership and patent risks If our business activities conflict with patents or other IP rights of third parties, activities may be suspended or there may be a legal dispute. Also, if we believe that our patents or other IP rights have been infringed upon by a third party, we might file lawsuits. These actions could have an influence on our financial position or results. 12 Table of Contents Uncertain protection for Evotec´s IP Our success depends in part on our ability to develop, use and protect its proprietary methodologies, software, compositions, processes, procedures, systems, technologies and other IP. To protect our IP position, we primarily rely upon trade secrets, confidentiality agreements and policies, invention assignments and other contractual arrangements, trademark registrations and copyrights. Although our patent portfolio is not material to certain aspects of our business as a whole, we have filed patent applications in the US, Europe and abroad related to the Company’s pipeline assets, processes or other technologies (including manufacturing methods). Our collaboration partners also file patent applications on their development assets on which we may earn milestones and royalties. We may not be able to apply for patents on certain aspects of our current or future pipeline assets, processes or other technologies and their uses in a timely fashion or at a reasonable cost. Even issued patents may later be found invalid or unenforceable or may be modified or revoked in proceedings before various patent offices or in courts in the US, Europe or other jurisdictions. The degree of future protection for our IP and other proprietary rights is uncertain. Only limited protection may be available and may not adequately protect our rights or permit us to gain or keep any competitive advantage. Additionally, our IP may not provide the us with sufficient rights to exclude others from copying our processes and technologies or commercializing pipeline assets. If we do not adequately obtain, maintain, protect, defend and/or enforce our IP and proprietary technology, competitors may be able to use our proprietary technologies and erode or negate any competitive advantage we may have, which could have a material adverse effect on our financial condition and results of operations. Risks in a patent prosecution process The patent application process is subject to numerous risks and uncertainties, and there can be no assurance that we or any of our current or future licensors or partners will be successful in prosecuting, obtaining, protecting, maintaining, enforcing and/or defending patents and patent applications necessary or useful to protect our proprietary technologies (including pipeline assets and methods of manufacture) and their uses. Furthermore, the patent prosecution process is also expensive and time-consuming, and we may not be able to file, prosecute, maintain, protect, defend, enforce or license all necessary or desirable patents or patent applications, as applicable, at a reasonable cost or in a timely manner or in all potentially relevant jurisdictions. Risks in case of changing patent laws The patent position of pharmaceutical and biotechnology companies generally is highly uncertain, involves complex legal and factual questions, and has been the subject of much litigation in recent years. Moreover, there are periodic changes in patent law, as well as discussions in the Congress of the United States and in international jurisdictions about modifying various aspects of patent law and such changes in patent laws or in interpretations of patent laws may diminish the value of our IP. There is no uniform, worldwide policy regarding the subject matter and scope of claims granted or allowable in pharmaceutical or biotechnology patents. As a result, the issuance, scope, validity, enforceability, and commercial value of our patent rights are highly uncertain. Risks in detecting infringement, misappropriation and other violation. Our ability to enforce our owned (solely or jointly), and in-licensed patent and other IP rights depends on our ability to detect infringement, misappropriation and other violation of such patents and other IP. It may be difficult to detect infringers, misappropriators and other violators who do not advertise the components or methods that are used in connection with their products and services. Moreover, it may be difficult or impossible to obtain evidence of infringement, misappropriation or other violation in a competitor’s or potential competitor’s product or service, and in some cases, we may not be able to introduce obtained evidence into a proceeding or otherwise utilize it to successfully demonstrate infringement. We may not prevail in any lawsuits that we initiate, and the damages or other remedies awarded if we were to prevail may not be commercially meaningful. If any of our owned (solely or jointly) or in-licensed patents covering our pipeline assets, processes or other technologies are narrowed, invalidated or found unenforceable, or if a court found that valid, enforceable patents held by third parties covered one or more of our pipeline assets, processes or other technologies, our competitive position could be harmed or we could be required to incur significant expenses to protect, enforce or defend our rights. 13 Table of Contents Risks in securing licenses. We currently have rights to certain IP, through our owned (solely or jointly) and in-licensed patents and other IP rights, relating to identification and development of our pipeline assets, processes or other technologies. Our pipeline assets, processes or other technologies could require the use of IP and other proprietary rights held by third parties and their success could depend in part on our ability to acquire, in-license or use such IP and proprietary rights. In addition, our pipeline assets may require specific formulations to work effectively and efficiently, and these IP and other proprietary rights may be held by others. We may be unable to secure such licenses or otherwise acquire or in-license from third parties any compositions, methods of use, processes or other third-party IP rights that we identify as necessary or consider attractive, on reasonable terms, or at all, for pipeline assets, processes and other technologies that we may develop. The licensing and acquisition of third-party IP rights is a competitive area, and a number of more established companies are also pursuing strategies to license or acquire third-party IP rights that we, or our partners, may consider attractive or necessary. These established companies may have a competitive advantage over us due to their size, cash resources, and greater clinical development and commercialization capabilities. Any of the foregoing could have a material adverse effect on our competitive position, business, financial conditions, results of operations and prospects. Third-party challenge to Evotec’s or Evotec’s licensors’ patents Our owned (solely or jointly) and licensed patents and patent applications may be subject to validity, enforceability, and priority disputes. The issuance of a patent is not conclusive as to its inventorship, scope, validity, or enforceability. Some of our patents or patent applications (including licensed patents and patent applications) may be challenged at a future point in time in opposition, derivation, re-examination, inter partes review, post-grant review or interference or other similar proceedings. Any successful third-party challenge to our or our licensors’ patents in this or any other proceeding could result in the unenforceability or invalidity of such patents, which may lead to increased competition to our business, which could have a material adverse effect on our business, financial condition, results of operations and prospects. Risks from unknowing all third-party IP rights We may not be aware of all third-party IP rights potentially relating to our assets. Publications of discoveries in the scientific literature often lag behind the actual discoveries, and patent applications in the US and other jurisdictions are typically not published until approximately 18 months after filing or, in some cases, not until such patent applications issue as patents. We might not have been the first to make the inventions covered by each of our pending patent applications and we might not have been the first to file patent applications for these inventions. To determine the priority of these inventions, we may have to participate in interference proceedings, derivation proceedings or other post-grant proceedings declared by the US Patent and Trademark Office (“USPTO”), or other similar proceedings in non-US jurisdictions (e.g., within the jurisdiction of the Deutsches Patent und Markenamt (“DPMA”) or European Patent Office (“EPO”)), that could result in substantial cost to us and the loss of valuable patent protection. The outcome of such proceedings is uncertain. No assurance can be given that other patent applications will not have priority over our patent applications. In addition, changes to the patent laws of the United States allow for various post-grant opposition proceedings that have not been extensively tested, and their outcome is therefore uncertain. Furthermore, if third parties bring these proceedings against our patents, regardless of the merit of such proceedings and regardless of whether we are successful, we could experience significant costs and our management may be distracted. Any of the foregoing events could have a material adverse effect on the our business, financial condition, results of operations and prospects. Future litigation by third parties Our commercial success depends in part on our ability and the ability of future partners to develop, manufacture, market and sell our assets and use our assets and technologies without infringing, misappropriating or otherwise violating the IP rights of third parties. There is a substantial amount of litigation involving patents and other IP rights in the biotechnology industry, as well as administrative proceedings for challenging patents, including interference, derivation, inter partes review, post-grant review, and re-examination proceedings before the USPTO, or oppositions and other comparable proceedings in foreign jurisdictions. We may be exposed to, or threatened with, future litigation by third parties having patent or other IP rights alleging that our assets, manufacturing methods, software and/or technologies infringe, misappropriate, or otherwise violate their IP rights. 14 Table of Contents Limited lifespan of patents Patents have a limited lifespan. Most international jurisdictions provide a 20-year nominal patent term, though many require payment of regular, often annual, annuities to maintain pendency of an application or viability of an issued patent. In some jurisdictions, one or more options for extension of a patent term may be available, but even with such extensions, the lifespan of a patent, and the protection it affords, is limited. Even if patents covering our or our partners’ assets, processes and other technologies and their uses are obtained, once the patent term has expired, we may be subject to competition from third parties that can then use the inventions included in such patents to create competing products and technologies. Any of the foregoing could have a material adverse effect on our competitive position, business, financial conditions, results of operations and prospects. HR risks Loss of highly qualified staff (key employees) In 2025, we continued to operate in a dynamic environment amid organizational transformation, financial discipline, and the ongoing execution of the company’s strategic review. These developments required further alignment of the organizational structure, operating model, and leadership approach to ensure long-term competitiveness and scalability. The transformation and cost-discipline measures, combined with changes in leadership and organizational priorities, continue to present an elevated risk of attrition, particularly among critical talent segments. The potential loss of key employees could impact the company’s ability to execute its strategic priorities, maintain operational continuity, and deliver on innovation and growth objectives. To mitigate this risk, we have strengthened our global HR operating model, with dedicated Centers of Excellence for Talent Management and Organizational Development, Global Workforce Solutions and Digitalization, and Total Rewards. In parallel, we continue to enhance global employee relations and workers council management to ensure alignment and stability across locations. Risk related to talent acquisition and employee retention Competitive labor markets, limited availability of specialized scientific and technical skills, and evolving candidate expectations remain key factors affecting recruitment timelines, particularly for leadership and highly specialized roles. Through our Global Talent Acquisition function, we continuously monitor labor market dynamics and turnover trends. By refining sourcing strategies, expanding global talent pipelines, and strengthening our employer brand, we aim to secure critical capabilities and support the successful execution of our strategy. Information technology risks Cyber risks, data integrity and protection and loss of data We collect and maintain information in digital form that is necessary to conduct our business, particularly for purposes of our PanOmics, PanHunter, J.DESIGN and induced Pluripotent Stem Cell (“iPSC”)-based drug discovery platforms, and we are highly dependent on our information technology systems. In the ordinary course of our business, we collect, store, and transmit large amounts of confidential information, including IP, proprietary business information, human samples and personal information. We have also outsourced elements of our information technology infrastructure, and as a result several third- party vendors may or could have access to confidential information. Our information technology systems, including internal computer systems, and data may continue to be vulnerable. As previously disclosed, we were the victim of a ransomware incident in 2023, which may continue to impact our operations. The incident has caused delays in our operations in previous years and indirect long-term effects may yet continue to cause delays or loss of revenue and additional costs, which may adversely affect our results of operations, cash flows and financial condition. As a result of the ransomware incident and any future cyber security incidents, information stored on our networks may be manipulated, publicly disclosed, and permanently lost. Any such breach or other loss of information could result in legal claims or proceedings and liability under laws that protect the privacy of personal information, as well as regulatory penalties. We cannot guarantee that third parties will not be able to access or otherwise breach our systems without authorization in the future. Such unauthorized access or breach could adversely affect our business, results of operations and financial condition. While we are committed to prevent cyber security incidents, there can be no complete assurance that there will not be future cyber security incidents or vulnerabilities. 15 Table of Contents Furthermore, because the techniques used to obtain unauthorized access to, or to sabotage, systems change frequently and often are not recognized until launched against a target, we may be unable to anticipate these techniques completely or implement fully effective preventative measures in the future as well. Like many organizations, we may also experience security breaches that remain undetected for an extended period. If any such material system failure, accident or security breach were to occur and cause interruptions in our operations also in the future, it could result in a material disruption of our development programs and our business operations, whether due to a loss of our trade secrets or other proprietary information or other similar disruptions. Any such breach, loss or compromise of clinical trial participant personal data, including in connection with PanHunter, may also subject us to civil fines and penalties. To the extent that any disruption or security breach were to result in a loss of, or damage to, data or applications, or inappropriate disclosure of confidential or proprietary information, we could incur internal costs or liability, our competitive position could be harmed and the further development and commercialization of our partners’ product candidates could be delayed. General Data Protection Regulation (“GDPR”) and other similar jurisdictions Considering the significantly expanded regulations under GDPR and other similar regulations, we are permanently reviewing the handling of relevant internal and external data and its respective flow, storage and access. If we fail to comply with the GDPR and the applicable national data protection laws of the EU member states, or if regulators assert, we have failed to comply with these laws, it may lead to regulatory enforcement actions or other administrative penalties. This may be onerous and may interrupt or delay our development activities, and adversely affect our business, financial condition and results of operations. We must comply with GDPR and UK GDPR as well as with national data protection deviations from GDPR., potentially increasing costs and overall risk exposure. New or enhanced privacy and data security laws in jurisdictions outside the EU, including the US, could increase our compliance costs and risks. The EU-US Data Privacy Framework (“DPF”), effective July 2023, establishes safeguards ensuring data protection equivalent to EU standards for companies that join the DPF. While certification under the DPF may lead to additional costs, the penalty risk due to the adequacy decision is considered low, though future challenges to the framework remain a high possibility. Privacy and data security laws, including the GDPR, are rapidly evolving, with significant uncertainty surrounding their enforcement and interpretation. The adoption of the EU AI Act in 2024 introduces new obligations for organizations using AI systems, such as risk classification and safeguards, potentially impacting data protection compliance. Ensuring adherence to these laws and regulations may impose significant costs and operational, compliance and reputational risks for us. Operational risks Procurement risks Our business depends on a reliable supply of various materials for our laboratories and production. Due to our business model, orders placed with short lead-times are unavoidable, so that delivery bottlenecks can lead to delays in projects and production and thus have a negative impact on our capacity planning and financial performance. Price increases for laboratory and production materials, but also for electricity and gas, represent an ongoing financial risk. In 2025, increasing geopolitical fragmentation, trade restrictions, and the introduction or expansion of tariffs in certain regions have further contributed to higher costs and increased complexity in global supply chains, particularly for internationally sourced equipment and materials. We mitigate this risk though close collaboration with suppliers, multi sourcing where possible, market monitoring and close coordination with operational functions. However, regulatory and qualification requirements limit the ability to switch suppliers in the short term, particularly for regulated of single source materials. In the context of the Russia/Ukraine conflict and the instability in the Middle East with impacts such as disruptions to transit via the Strait of Hormuz, we face a procurement risk due to short-to-medium-term increasing energy prices since about one third of the gas and oil is transported via that route and would have to be re-routed with impact on increased transportation time, costs and availability of materials and goods. Nevertheless, the risk has decreased compared to 2024, due to an easing of the situation on individual procurement markets, particularly the energy market. Nevertheless, procurement markets remain sensitive to political and regulatory developments, and supply disruptions of further costs cannot be excluded. 16 Table of Contents Process risks For the operation of our complex global business, we have opted for a best-of-breed approach, i.e. we use the best system solution for different business processes and connect the various systems using middleware. In this way, we achieve comprehensive coverage of the various business processes and a high degree of accuracy of it. In the past, acquisitions and in-house developments have resulted in a heterogeneous system landscape that does not always support this approach. A heterogeneous process landscape carries the risk that many (financial) processes can involve a high degree of labor-intensive, manual work, which increases the process risk of errors in our day-to-day business. To mitigate this risk, we strive for sustainable automation and digitalization of business processes. The implementation and operation of new processes and IT projects are associated with certain risks. Failure to integrate properly with other systems we use, possible loss of data or information, cost overruns and delays could have a negative impact on our business activities and the effectiveness of our internal controls. Major disasters on sites In the event of breakdowns in operations and disruptive major disaster that results in stoppages of our activities on one or multiple sites, or in damages and/or interruptions to the operations of key suppliers, we may be forced to suspend or incur significant delays in parts or all of our activities. In each case, there is a potential risk that our financial position and operating results may be substantially affected. In addition, the timely and proper execution of R&D activities may be impacted by damages to our research facilities or breakdown of production equipment. In case of major unforeseeable disasters such as extreme weather events or earthquakes (especially in risk areas like Seattle, US), we may suffer loss of business due to inability to execute contracts and fulfil client deliverables. To minimize the risk from these potential events, we have created business continuity plans as well as disaster recovery plans and have insurance policies in place for these rare events. Environmental, health and occupational safety risks The nature of our operating activities exposes us to a wide range of environmental, health and safety (“EHS”) risks. Our EHS teams and management systems help identify these risks and drive performance improvements by setting and advising of industry standards, compliance requirements and through minimizing complexity. We continuously enhance governance and competence in EHS across our organization, along with opportunities to focus on proactive risk management, aligned with the global trends, ongoing compliance developments and client expectations in this space.