Evotec SE
A drug discovery and development partner headquartered in Hamburg, Germany, Evotec helps pharmaceutical and biotechnology companies turn early ideas into clinical-ready drug candidates through its research platforms. It was founded in 1993 as Evotec BioSystems by a team that included Nobel Prize-winning chemist Manfred Eigen, and its name blends "evolutionary biology" and "technology" — a nod to Eigen's belief that evolution's principles could guide drug discovery.
American Depositary Shares, each representing one-half of one ordinary share
20-F · Fiscal year ended Dec 31, 2025 · SEC filing ↗
The original filing sections are available below.
We are exposed to several financial risks concerning specific areas including but not limited to foreign exchange risk, interest risk, liquidity risk and credit risk. Market risk is the risk that changes in market conditions will affect our results of operations or the value of…
We are exposed to several financial risks concerning specific areas including but not limited to foreign exchange risk, interest risk, liquidity risk and credit risk. Market risk is the risk that changes in market conditions will affect our results of operations or the value of the financial instruments held. Our business is also subject to other risks and uncertainties that we describe from time to time in our public filings. See Item 3.D, “Key information — Risk factors.” Developments in any of these areas could cause our results to differ materially from the results that we or others have projected or may project. Foreign Exchange Risk We operate via our Euro zone companies, mainly in Germany, Italy and France, but we also conduct business in the UK and the United States. Our consolidated financial statements are reported in Euros. Our exposure to the risk of changes in foreign exchange rates relates primarily to our operating activities and we carry both translational and transactional foreign exchange risk. We generate a significant portion of our revenue and incur a significant portion of our expenses in certain non-Euro currencies, mainly U.S. dollars and pound sterling. We hold our deposits primarily in three major operating currencies (Euro, U.S. dollars and pound sterling). For the year ended December 31, 2025, 65% and 7% of our revenue and 33% and 18% our cost of revenue was in U.S. dollars and pound sterling, respectively compared to 62% and 10% our revenue and 31% and 18% our cost of revenue was in U.S. dollars and pound sterling, respectively for the year ended December 31, 2024. We currently engage in hedging activities and use forward contracts and spot transactions to convert U.S. dollars to Euros and pound sterling by means of mitigating our exposure to exchange rate fluctuations. Translational risk: Exchange rate fluctuations between the applicable foreign currency and the Euro will affect the translation of foreign subsidiaries’ financial results into Euro for the purpose of reporting our consolidated statements of comprehensive income. The process by which we translate each foreign subsidiary’s financial results to Euro is as follows: ● assets and liabilities including goodwill of foreign subsidiaries with functional currencies other than the Euro are translated into Euro using the respective exchange rates at the end of the reporting period. ● income statements of subsidiaries are translated using monthly average exchange rates during the respective period. Gains or losses resulting from translating foreign functional currency financial statements are recognized in other comprehensive income and realized through P&L on termination of the respective position. Transactional risk: We record all foreign currency transaction and remeasurement gains and losses as other finance income (expense), net on the consolidated income statement. We do not have significant operations in countries considered highly inflationary. Interest Rate Risk We are exposed to interest rate risk through variable interest-bearing loans as well as current investments, in Germany, but also at our foreign entities. The fair value of debt varies from the carrying amount if there is a difference between the underlying interest rate to the market interest rate. The Group is exposed to interest rate risk through variable interest - bearing loans. These interest rate risks are considered immaterial. 108 Table of Contents Liquidity Risk Liquidity risk is the risk that we will not be able to meet our financial obligations as they fall due. Our approach to managing liquidity is to ensure, as far as possible, that we will always have sufficient liquidity to meet liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to our reputation. Credit Risk Credit risk is the risk of financial loss if a customer or counterparty to a financial instrument fails to meet their contractual obligations. Our credit risk arises primarily from cash and cash equivalents and other financial assets, including deposits with banks and financial institutions, as well as credit exposures to customers, including outstanding receivables and contract assets. We attempt to limit our exposure to credit risk by maintaining our bank accounts and short-term deposits with well-established financial institutions. For our credit exposure to customers, we perform ongoing credit evaluations of our customers’ financial condition and maintain an appropriate specific allowance for uncollectible accounts receivable based upon the expected collectability of all accounts receivable. Our accounts receivables are generally unsecured and are not backed by collateral from our customers. As of December 31, 2025, and December 31, 2024, one customer accounted for 33% and 9% of our trade receivables, respectively. Concentrations of credit risk with respect to trade accounts receivables are generally limited by geographically diverse customers as well as industry -group wise differentiated customers (pharma, biotech, foundations),and our monitoring procedures.
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…
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.
A. History and development of the company. We were incorporated on December 8, 1993, as a company with limited liability (Gesellschaft mit beschränkter Haftung) under the laws of Germany under the name EVOTEC BioSystems GmbH, formerly registered with the commercial register (Han…
A. History and development of the company. We were incorporated on December 8, 1993, as a company with limited liability (Gesellschaft mit beschränkter Haftung) under the laws of Germany under the name EVOTEC BioSystems GmbH, formerly registered with the commercial register (Handelsregister) of the local court (Amtsgericht) of Hamburg, Germany, under the number HRB 54731. On August 7, 1998, we were converted into a German stock corporation (Aktiengesellschaft) under the laws of Germany under the name EVOTEC BioSystems Aktiengesellschaft, formerly registered with the commercial register (Handelsregister) of the local court (Amtsgericht) of Hamburg, Germany, under the number HRB 68223. On February 28, 2002, we changed our name to Evotec OAI AG, and on June 8, 2005, we changed our name to Evotec AG. On March 29, 2019, we converted into a European stock corporation (Societas Europaea, or SE) under the laws of Germany and the EU called Evotec SE, registered with the commercial register (Handelsregister) of the local court (Amtsgericht) of Hamburg, Germany, under the number HRB 156381. Since November 10, 1999, we have been listed on the regulated market of the Frankfurt Stock Exchange under the trading symbol “EVT” and under the ISIN DE0005664809. Our shares are listed under the Segment Prime Standard. On November 3, 2021, our registration statement on Form F-1 (File No. 333-260143), as amended, was declared effective by the SEC for our initial public offering of our ADSs, each representing one-half of one ordinary share, no par value per share, pursuant to which we offered and sold a total of 22,995,000 of our ADSs, at a public offering price of $21.75 per share. Our principal executive offices are located at Essener Bogen 7, Hamburg, Germany. Our telephone number is +49 40 560 81-0. Our website address is http://www.evotec.com. The information contained on, or that can be accessed through, our website is not incorporated by reference into this annual report. We have included our website address as an inactive textual reference only. 17 Table of Contents Our agent for service of process in the United States is Evotec (US) Inc., 303B College Road East Princeton, NJ 08540 Tel: (732) 329-2355. B. Business overview. At Evotec, we envision drug discovery, preclinical development, and manufacturing as a seamless continuum. Our ambition is to lead the way by combining comprehensive disease understanding at the molecular level with cutting-edge technologies, transforming this knowledge into precise, life-changing medicines through collaborative partnerships. We aim to reshape the future of healthcare by providing flexible access for our partners in the pharmaceutical and biotechnology industry to our platform across the continuum of discovery, development and manufacturing. As of December 31, 2025, our workforce included 3,682 scientific experts across a broad range of disciplines along the R&D value chain in a wide area of disease areas, in which we have developed substantial expertise in underlying biology, molecular mechanisms, and therapeutic targets over the years. Our broad range of disease area expertise covers oncology, central nervous system (“CNS”) disorders, cardiovascular-renal (“CVRM”) disorders, immune & inflammatory (“I&I”) and infectious diseases, other areas of expertise cover fibrotic and respiratory diseases, women’s health, rare diseases, and animal health. Our new strategy tightens the focus on technology and science leadership, specifically in AI-driven innovation, molecular glue degraders, and targeted protein degradation, aiming to maximize impact in high-value segments. Our proprietary technologies and platforms, such as proprietary molecular patient databases, induced pluripotent stem-cell based disease modelling, high performance Omics technologies and comprehensive fully integrated platforms for drug screening, profiling and development as well as manufacturing, set Evotec apart from competitors. We believe that we differentiate ourselves from our competition because we combine industry-leading technology, fully integrated drug discovery and development platforms with these cutting-edge next generation platforms across a spectrum of modalities. By sharing access to these platforms, we build customized, results-focused partnerships which can be based on standalone and/or integrated fee-for-service relationships with the goal of advancing our partners’ projects in the most cost-effective and timely manner to deliver drug candidates with the highest probability of success during clinical development and in the market. Furthermore, we also build strategic partnerships where we co-create pipelines with our partners based proprietary assets, targets or technology platforms. The ultimate goal is to align patients’ needs with the industry’s demand for efficient R&D. Our network of partners ranges from leading pharmaceutical companies, small and large biotechnology companies, academic institutions, patient advocacy groups and venture capitalists as well as mission-driven foundations and not-for-profit organizations. Our offering covers all areas of preclinical R&D from Discovery Services to Development & Manufacturing Services as well as Absorption, Distribution, Metabolism, Excretion (“ADME”)-Tox Solutions. Moreover, we cover the entire value chain of discovery, process development and manufacturing expertise in the field of biologics, operated by JEB. By sharing access to these platforms, we form results-driven partnerships to co-create potential drugs and IP by leveraging our assets, targets, and propriety technology platforms together with our partners for co-development or new co-creation of therapeutics. AI and Machine Learning (“ML”) expertise and capabilities such as deep learning and computational knowledge integration is put into use where needed and effective along the entire value chain. Our platforms are specifically designed to deliver differentiated results by integrating into established R&D capabilities and ultimately enabling the discovery of next generation, highly differentiated precision medicines. For the near future, a substantial majority of revenues (2025: 79%, 2024: 94%) generated from the offerings to our partners will be based on “fee-for-service” agreements or Full-time equivalent (“FTE”) -based arrangements. Subject to the degree of integration of partnerships and multi-step research campaigns, we may also benefit from success-based payments, so-called milestone payments. If alliances are built based on co-development of therapeutics with Evotec IP involved, we may also benefit in future from substantial milestone and royalty payments in addition to the compensation of research work via FTE rates. In the years ended December 31, 2024, and 2025, 0.4% and 1.2%, respectively, of our total group revenues from third parties were derived from milestone payments. There was no mentionable contribution of royalties at this stage. Revenues generated from commercial manufacturing biologics should become a relevant contributor to overall growth of group revenues by 2030. 18 Table of Contents The chart below provides an overview on active projects/therapeutics, which we co-develop with partners (“Partnered Pipeline”) or which could be subject to co-development alliances in the future (“Unpartnered Pipeline”). As of December 31, 2025, the portfolio of projects in clinical trials composed of two projects in Phase II and five projects in Phase I. The majority of drug candidates in the pipeline were discovered in collaborations between Evotec and their partners. Dependent on the partnership contract, Evotec is eligible to receive royalty or milestone payments for those candidates. As of December 2025, 62 active projects were partnered, excluding 21 projects with royalties only. An additional 31 projects are eligible for partnering in the future. To improve our risk / return profile in the future, we will focus on co-developed projects and will only selectively pursue independent in-house discovery and development of proprietary assets as proof-of-concept of our platforms, The chart above does not contain candidates that are being discovered and developed by partners in whom we have solely an equity stake. For these projects we have no right to benefit from milestone or royalty payments and there is no direct impact on our P&L. However, we could benefit from value accretion related to the progress of these assets. At the start of 2025, we operated 15 sites, including a network of five manufacturing facilities, with capacities for continuous manufacturing of biologics in the United States, in Redmond (Washington), the “J.POD” facility. Our second Toulouse site, which was customized and dedicated entirely to Sandoz, was sold to Sandoz AG with the final closing on December 5, 2025. Our API manufacturing capabilities are in Europe in Abingdon, UK, and Verona, Italy. We also have a GMP manufacturing site for ATMP (“Advanced Therapy Medicinal Product”) in Medolla, Italy. In the first half of 2024, we announced a reset of priorities resulting in a stronger focus on profitable growth. At the end of February 2025, as part of our footprint optimization plan announced in 2024, we closed the Cologne site. At the end of 2025 our local footprint represents 14 sites. Certain of our operations are carried out under GMP and GLP regulations, which are certified and periodically audited by regulatory agencies, such as the FDA, MHRA, AIFA, and our partners. Reporting segments Evotec reports the results of its work and collaborations with third parties through two reporting segments: Just – Evotec Biologics Just – Evotec Biologics is our advanced approach to discovering, optimizing, developing and manufacturing bio-therapeutics. JEB provides services in the areas of antibody molecular optimization, product and process design, single-use disposable, perfusion-based continuous bioprocessing platforms, covering both early stage as well as commercial biomanufacturing. This differentiated offering is available to our partners on a fee-for-service and/or full-time equivalent (“FTE”)-rates-based model as well as through arrangements that involve milestones and royalties. Revenue generated by the Just – Evotec Biologics brand is included within the Just – Evotec Biologics segment. 19 Table of Contents The transaction with Sandoz, closed in early December 2025, marks a strategic milestone for Evotec in transitioning to an asset-lighter business model that requires less capital expenditure. With the sale of the JEB Toulouse site Evotec steps back from owning large‑scale biologics manufacturing and moving toward a lighter, partnership‑focused model. The deal strengthens Evotec’s liquidity (upfront cash payment of USD 350 m) while keeping access to long‑term revenue through technology licenses, milestones, and royalties (Evotec is eligible for over USD 300 m in future developments as well as royalties on a biosimilar portfolio targeting >USD 90 billion in originator sales). This shift in strategy allows Evotec to focus more on its core R&D platforms and continuous manufacturing expertise, without carrying the heavy investment burden of building out further biologics production facilities. With the closing of the transaction, JEB will continue to serve its customers in the USA and Europe with capacity for molecular design, upstream, downstream, analytical and formulation development as well as first-in-human to commercial biologics GMP manufacturing. JEB accounted for 33% of our revenues from third parties in the twelve months ended December 31, 2025, and 23% and 14% for the years ended December 31, 2024, and 2023, respectively Discovery & Preclinical Development As a result of the strategic review process, the segment formerly known as Shared R&D was renamed Discovery & Preclinical Development (“D&PD”) in April 2025, to illustrate a shift in strategic focus from the earlier expansion‑driven approach towards a more focused and profitability‑oriented model. The Company now concentrates on high‑growth, high‑value segments, simplifies its business structure, and emphasizes operational excellence towards higher-margin activities, complexity reduction, operational streamlining, and a “asset-lighter” operational model. D&PD primarily includes drug discovery and preclinical development services and solutions, starting with sourcing novel treatment ideas derived from patient data and continues with target validation and lead optimization. In the subsequent development phase, selected candidates can seamlessly transition to IND application. Revenue generated through the Evotec or Cyprotex brands is included within the Discovery & Preclinical Development segment, including standard fee-for-service arrangements, larger collaboration arrangements as well as all pipeline assets. Evotec believes its Discovery & Preclinical Development partnership model is unique and allows the Company to balance and diversify the risks associated with drug discovery. D&PD accounted for 67% of our revenues from third parties in the year ended December 31, 2025, and 77% and 86% for the years ended December 31, 2024, and 2023, respectively. D&PD business model As an external innovation partner to the life science industry, we provide stand-alone services or integrated offerings, characterized by multi-year, multi-stage drug discovery and development campaigns using our industrialized and comprehensive infrastructure. Strategic pipeline building, leading to co-ownership in drug products, is achieved if proprietary technologies and intellectual property are leveraged. The “fee-for-service model” is the main source of revenues today. It usually applies where no IP of Evotec is involved. We grant partners access to our own IP and technology platforms only in return for milestone payments or license payments and future royalties in case of commercial success of jointly developed pipeline assets. These payments are added to FTE-rate based payments for the work required to achieve scientific progress. In the years ended December 31, 2025, and 2024, 1.2% and 0.4%, respectively, of our total group revenues from third parties were derived from milestone payments. There was no significant contribution of license payments or royalties at this stage. 20 Table of Contents The Evotec’s Group Collective Competitive Strengths Based on many technological advances and new biological insights, the opportunity to change the odds and improve the success rates in drug discovery has been made more achievable. In our view, our set-up as a fully integrated drug discovery and development innovation hub makes us well-positioned to achieve superior results. We believe we have built the most agile platform in the industry, and we distinguish ourselves from our competition through our competitive strengths, as described below: ● Our fully integrated innovation platform has comprehensive breadth and depth: Our platform covers the full discovery, preclinical and early clinical development value chain, delivered in a highly integrated, cross-functional manner. This platform is comprehensive and, in its breadth, and depth provides unique offerings that resonates strongly with our partners because we offer a unique combination of disease area expertise, full-suite technology, and predictive power across most modalities. Our competitors in the market for external drug discovery offer services or solutions with a limited scope focusing on discrete steps within the value chain. In contrast, our platform integrates disruptive, proprietary technologies within a holistic product suite to enable the development of potentially first and best-in-class therapeutics. Based on our industry knowledge and the public disclosure of other industry participants, we believe that we are the only company among our identified competitors that offers chemistry, biology, transcriptomics, proteomics and iPSC-based disease modeling with multi-modality expertise across small molecules, biologics, and cell therapies, as well as related manufacturing capabilities. ● Our platforms are designed to optimally support precision drug discovery: The integration of precision and efficiency is in our view the solution to the industry’s challenge of constantly declining returns on R&D investments. Over the last 25 years, we have built an agile platform, designed to help improve returns from R&D. Our proprietary discovery and development platforms leverage data, operational efficiencies, and technological capabilities to drive rapid progress and successful outcomes in the early stages of the R&D process. We also apply ML and AI to our molecular patient databases as well as in vitro and in vivo models to generate and analyze data with the ambition to increase the likelihood of success in clinical trials and provide solutions to the challenge of constantly declining returns on R&D investments. ● Our patient-centric approach helps us benefit from the paradigm shift of precision medicine: We have built an advanced precision medicine platform that integrates molecular patient databases, our PanOmics platforms as well as our iPSC- based drug screening platform. We believe that the identification of disease-relevant molecular profiles in patients is fundamental for most precision medicine approaches, and we target the development of molecular patient databases in various disease areas. For example, our CKD database is derived from more than 10,000 CKD patient profiles and more than 10,000 controls and other disease areas. Overall, E.MPD consists of more than 20,000 patient profiles from several disease areas including metabolic & kidney diseases as well as inflammatory and immune-mediated diseases. We have also uniquely integrated our iPSC platform with other core technologies, which enables iPSC-based disease modelling and drug screening at an industrialized scale. We believe that patient-derived disease models are the new gold standard in profiling drugs at the preclinical stage of development, eventually leading to lower attrition rates during clinical trials. This helps us drive the paradigm shift toward individualized drug discovery and allows us to address diseases in a more precise manner tailored to molecular patient profiles. ● Our modality-agnostic set of solutions maximizes the potential of our integrated technology platform: Our multi-modality platform ranges across small molecules, biologics, RNA-targeting approaches and cell therapy. Our platforms are applicable to all these modalities and lead to a modality-agnostic pipeline spanning a broad range of disease areas. We leverage our industry-leading iPSC platform for the development of next-generation cell-based therapies as well as disease modeling and drug screening. ● Our wide array of high-quality partnerships results in a deep, diversified pipeline: We are a partner of choice for leading pharmaceutical companies, small and large biotechnology companies, start-ups, academic institutions, venture capitalists as well as foundations and mission-driven not-for-profit organizations. Due to our value proposition for partners, we can retain significant commercial upside with all our assets that are partnered in the form of royalties, milestones, or equity stakes. Our pipeline benefits from our highly productive research collaborations. The value upside created by our pipeline comes at a low capital intensity and at an attractive risk-reward profile as our partners typically carry the clinical development costs of our assets. 21 Table of Contents ● Our people and culture place scientific excellence at the heart of everything we do: We are led by a strong management team with extensive industry knowledge and experience. We foster a culture of scientific excellence and problem solving, demonstrated by the scientific expertise and passion of our 3,682 scientists who work for Evotec as of December 31, 2025. 60% of our employees holds at least one academic qualification, including a significant number with a Ph.D. or equivalent. We stay close to groundbreaking research through our numerous research collaborations with academic institutions such as the University of Oxford, the German Cancer Research Center, Harvard, Yale, Johns Hopkins University, the Ospedale San Raffaele, or A*STAR and the National University of Singapore (“NUS”). Our people strategy focuses on attracting, growing, and retaining talent, developing our leaders to be great leaders, ensuring a fair and competitive reward system, and supporting our ONE Evotec culture. Our three core values that form the basis of our corporate culture are innovation, collaboration, and entrepreneurship. These values are consistently lived internally amongst Evotec employees as well as externally with our partners (two of our critical stakeholder groups) and are essential to our business model. Key Performance Metrics for our Fee-for-Service and FTE-based Business models 1) Share of Annual Repeat Business We have demonstrated solid customer retention rates, as defined by the percentage of revenues from customers with whom we had a relationship within the prior year, above 90% in each of the last three years. We review our repeat business on a yearly basis. Repeat business was 90% in 2025, 94% in 2024 and 93% in 2023 respectively. 2) Customer Evolution and Contribution The number of our customer alliances has expanded significantly in recent years, providing further validation of the services provided. The total number of customers in 2025 was 735, compared to 849 in 2024 and 838 in 2023, respectively. During 2025, we added 225 new customers compared to 292 in 2024 and 298 in 2023. The number of customer alliances that generate revenues of more than €1.0 million per year has decreased to 74 in 2025 or 10%, whereas in 2024, we had 109 customers or 13% and in 2023 102 or 12% of total customers. 3) Increased revenue share from top ten customers Our customer and revenue bases have become more concentrated over the last three years. Our top ten customers’ contribution to total revenues amounted to 61% in 2025 versus 52% in 2024 and 47% in 2023. Bristol Myers Squibb (“BMS”) and Sandoz are the only customers which each individually accounted for more than 10% of group revenues. 22 Table of Contents Our Growth Strategy Evotec’s 2025 growth strategy represents a clear shift from its earlier expansion‑driven approach towards a more focused and profitability‑oriented model, with an emphasis on operational excellence. Our new growth strategy is guided by four mid-term levers of value creation: 1.Growth faster than the market by focusing on high‑value, high‑growth segments with strong margins 2.Our commitment to operational excellence 3. Our new strategy for our Just-Evotec Biologics business, focusing on better monetizing our technology and the strategic transition to an asset-lighter business model 4.Upside from development progress in our asset pipeline partnered with pharma and biotech companies. On March 10, 2026 we announced ‘Horizon’, the next phase in our multi-stage transformation initiative. Horizon is advancing the multi‑stage transformation initiated with the Priority Reset in 2024 by implementing a strengthened operating model built on three strategic pillars: operations, science, and commercial execution. As part of this evolution, the company is streamlining its global footprint to 10 sites, creating a more focused operational structure and improving its long‑term cost position. In parallel, newly established Centers of Excellence consolidate critical expertise and innovation capabilities, reinforcing Horizon’s scientific leadership and sharpening its competitiveness in high‑value market segments. The commercial organization is being upgraded to drive faster execution, clearer accountability, and stronger customer engagement. Together, these measures establish an operating model designed for greater agility, resilience, and sustainable growth, positioning Horizon to deliver enhanced value creation. The structural initiatives are expected to generate approximately € 75 m in run‑rate savings by the end of 2027. With regard to the Just – Evotec Biologics (“JEB”) segment, the sale of the JEB Toulouse site to Sandoz, closed in December 2025, marks a strategic milestone for Evotec in transitioning to a business model that requires less capital expenditure. With the sale of the JEB Toulouse site steps back from owning large‑scale biologics manufacturing and moving toward a lighter, partnership‑focused model. The deal strengthens Evotec’s liquidity (upfront cash payment of USD 350 m) while keeping access to long‑term revenue through technology licenses, milestones, and royalties (Evotec is eligible for over USD 300 m in future developments as well as royalties on a biosimilar portfolio targeting >USD 90 billion in originator sales). This shift in strategy allows Evotec to focus more on its core R&D platforms and continuous manufacturing expertise, without carrying the heavy investment burden of building out further biologics production facilities. Our growth strategy for the D&PD segment focuses on building growth momentum through a tailored commercial model that strengthens our position in long‑term strategic collaborations while maximizing our platform’s full potential for targeted projects. Industrialization and automation ensure consistent, high‑quality results, whether for a single experiment or a multi‑year collaboration. Our standardized offerings prioritize speed, ease of business and industry‑leading quality standards. Integrated projects include additional services to accelerate results, offering access to our expert teams and consulting support. The “gold standard” of our services becomes the basis for strategic partnerships, providing clients with exclusive access to next‑generation technologies and therapeutic area expertise. As complexity and access to proprietary technologies increase, the share of value‑added revenue — such as milestones, licensing, and royalties — also rises in the event of a drug’s commercial success. In contrast, Evotec’s former strategy prioritized broad expansion, heavy investment in new technologies and infrastructure, and a wide network of R&D partnerships. Growth was driven by scaling capabilities across multiple platforms, including significant capacity building in biologics manufacturing. Profitability played a secondary role, as the Company focused on long‑term pipeline participation and diversified scientific initiatives. 23 Table of Contents Developments in the pharmaceutical and biotechnology markets - Increasing demand for CROs and CDMOs The exceptional funding and development activity witnessed during the pandemic years has normalized, and early‑stage biotech financing has tightened considerably. The discovery and preclinical development market, in particular, has faced several challenging years in the aftermath of the pandemic. Overall, while global R&D growth has moderated compared to the extraordinary levels seen during COVID‑19, we expect the environment to be characterized by greater selectivity and capital discipline rather than a diminished appetite for innovation. Large pharmaceutical companies are maintaining disciplined portfolio reviews and cost‑optimization measures, limiting near‑term spending on external R&D and transactional research services. At the same time, strategic, long‑term collaborations — particularly in advanced modalities and platform technologies—remain a priority, though deal structures are increasingly milestone‑weighted. The global preclinical Contract Research Organizations (“CRO”) market is poised for strong expansion, rising from an estimated USD 6.8 bn in 2025 to USD 12.2 bn by 2032, reflecting a CAGR of 8.8%, driven by the growing tendency of pharmaceutical and biotechnology companies to outsource preclinical research. This growth is supported by increasing investment in drug discovery and development, as well as the need for more specialized expertise during early‑stage research. Several trends are shaping the market’s development. Companies are increasingly adopting advanced technologies such as artificial intelligence, machine learning, and robotics to accelerate and optimize the drug discovery process. At the same time, the rise of personalized medicine and targeted therapies is boosting demand for highly specialized preclinical services. Growing collaboration between pharmaceutical firms and CROs is further enhancing innovation and improving the efficiency of drug development. Expert assessments highlight strong momentum in the market, driven by outsourcing, technological innovation, and rising preclinical activity in fields such as oncology, metabolic disorders, and rare diseases. At the same time, the market faces challenges, including rising operational costs, talent shortages, and regulatory complexity across regions. According to Precedence Research, the global pharmaceutical Contract Development and manufacturing organization (“CDMO”) market size is valued at USD 197.4 bn in 2025 and is predicted to increase from USD 211.0 bn in 2026 to approximately USD 392.7 bn by 2035, expanding at a CAGR of 7.1% from 2026 to 2035. Partnerships between pharmaceutical companies and CDMOs have become increasingly important, as outsourcing manufacturing allows companies to focus on their core strengths while lowering production costs. The high expenses involved in drug development further encourage firms to seek cost‑efficient external support, and CDMOs provide the specialized capabilities needed to reduce these financial pressures. The CDMO market is expanding as chronic diseases such as cancer increase the need for advanced and effective treatments. Growing demand for generics, personalized medicine, and greater R&D activity further strengthens the role of CDMOs in supporting drug development and manufacturing. 24 Table of Contents D&PD Business model As an external innovation partner to the life science industry, we provide stand-alone services or integrated offerings, characterized by multi-year, multi-stage drug discovery and development campaigns using our industrialized and comprehensive infrastructure. Strategic pipeline building, leading to co-ownership in drug products, is achieved if proprietary technologies and intellectual property are leveraged. The “fee-for-service model” is the main source of revenues today. It usually applies where no IP of Evotec is involved. We grant partners access to our own IP and technology platforms only in return for milestone payments or license payments and future royalties in case of commercial success of jointly developed pipeline assets. These payments are added to FTE-rate based payments for the work required to achieve scientific progress. In the years ended December 31, 2025, and 2024, 1.2% and 0.4%, respectively, of our total group revenues from third parties were derived from milestone payments. There was no significant contribution of license payments or royalties at this stage. Benefits from our strategy to co-create pipelines include: ● Milestones and royalties-based revenue to secure and accelerate profitability. ● A risk-reduced development pathway for drugs given the ability to combine Evotec and partner R&D capabilities and expertise. ● Deepen our knowledge base of high-quality R&D capabilities. 25 Table of Contents Striving for differentiation through technological and scientific leadership Our new strategy tightens the focus on technology and science leadership, specifically in AI-driven innovation, molecular glue degraders, and targeted protein degradation, aiming to maximize impact in high-value segments. Our proprietary technologies and platforms, such as proprietary molecular patient databases, induced pluripotent stem-cell based disease modelling, high performance Omics technologies and comprehensive fully integrated platforms for drug screening, profiling and development as well as manufacturing, set Evotec apart from competitors. We believe that we differentiate ourselves from our competition because we combine industry-leading technology, fully integrated drug discovery and development platforms with these cutting-edge next generation platforms across a spectrum of modalities. By sharing access to these platforms, we build customized, results-focused partnerships which can be based on standalone and/or integrated fee-for-service relationships with the goal of advancing our partners’ projects in the most cost-effective and timely manner to deliver drug candidates with the highest probability of success during clinical development and in the market. Furthermore, we also build strategic partnerships where we co-create pipelines with our partners based proprietary assets, targets or technology platforms. The ultimate goal is to align patients’ needs with the industry’s demand for efficient R&D. Our network of partners ranges from leading pharmaceutical companies, small and large biotechnology companies, academic institutions, patient advocacy groups and venture capitalists as well as mission-driven foundations and not-for-profit organizations. Evotec’s offering covers all areas of preclinical R&D from Discovery Services to Development & Manufacturing Services as well as Absorption, Distribution, Metabolism, Excretion (“ADME”)-Tox Solutions. Moreover, we cover the entire value chain of discovery, process development and manufacturing expertise in the field of biologics, operated by JEB. By sharing access to these platforms, we form results-driven partnerships to co-create potential drugs and intellectual property by leveraging our assets, targets and propriety technology platforms together with our partners for co-development or new co-creation of therapeutics. Artificial Intelligence (“AI”) and Machine Learning (“ML”) expertise and capabilities such as deep learning and computational knowledge integration are used, where effective, along the entire value chain to complement the expertise of our scientists. Our platforms are specifically designed to deliver differentiated results by integrating into established R&D capabilities and ultimately enabling the discovery of next generation, highly differentiated precision medicines. Our services across the continuum can be clustered in the four areas: Discovery Services, Development & Manufacturing Services, Cyprotex ADME-Tox Solutions and Just – Evotec Biologics, where the latter represents a separate reporting segment besides D&PD, which covers the first three areas. Within our service clusters, we have developed specific areas of expertise and proprietary platforms that are combined with established R&D capabilities designed to offer holistic drug discovery and development solutions. The composition of revenues and profitability depends on the composition of services provided, the nature of the contract with our partners, the ownership of the intellectual property (i.e. the degree of integration of proprietary technologies and platforms), the stage of the project and our right to generate revenue from development success. We believe our partnership model is unique and allows us to balance and diversify the risks associated with drug discovery. Our services across the continuum can be clustered in the four areas: Discovery Services, Development & Manufacturing Services, Cyprotex ADME-Tox Solutions, and JEB, where the latter represents a separate reporting segment besides D&PD, which covers the first three areas. Within our service clusters, we have developed specific areas of expertise and proprietary platforms that are combined with established R&D capabilities designed to offer holistic drug discovery and development solutions. The composition of revenues and profitability depends on the composition of services provided, the nature of the contract with our partners, the ownership of the IP (i.e. the degree of integration of proprietary technologies and platforms), the stage of the project and our right to generate revenue from development success. We believe our partnership model is unique and allows us to balance and diversify the risks associated with drug discovery. Discovery Services Our comprehensive toolbox combines established R&D capabilities and our industrialized PanOmics approach towards molecular disease understanding and iPSC disease modeling platform. 26 Table of Contents Our integrated Drug Discovery toolbox includes (selection): ● Target ID & Validation ● Hit Identification ● Structural Biology ● Molecular Design & MedChem ● In-vitro Biology ● In-vivo Pharmacology ● Biomarkers ● Bioreagents & Cellular Sciences ● Early Formulation ● Sample Management ● In silico and AI/ML platforms ● Proprietary Technology platforms: PanOmics, Evotec’s Molecular Patient Databases (“E.MPD”), iPSC disease modelling and therapies - PanOmics - PanOmics, our multi-omics supported drug discovery platform, combines industrialized Omics data generation and AI/ML supported Omics data analysis. Built on the foundation of proprietary molecular patient data, the platform fundamentally improves the understanding of disease processes, disease modeling in vitro and in vivo, the identification of novel high value targets as well as biomarker discovery and patient selection. The technologies in use cover the whole range of biomolecules from genes to protein to metabolites. While we are using standard commercially available processes for genomics, we have invested massively in high-throughput and high-resolution transcriptomics, proteomics, and metabolomics methods. These methods allow us to study diseases processes on all molecular levels and yield a deeper understanding of the disease mechanisms and discovery of novel predictive biomarkers. We believe our proprietary multi-omics data generation platform, PanOmics, is industry-leading in terms of throughput sensitivity, robustness, and cost efficiency, in the fields of transcriptomic and proteomic analysis. The results often lead to the stratification of sub-populations within a broader group of patients and eventually may lead to the development of personalized therapies. This change in paradigm has increased the need for new AI/ML-based platforms, tools, and methods to better understand, interpret, and translate the vast amounts of information and data that is being generated to broaden knowledge of the molecular biology, cell regulation and the pathogenesis of individual diseases. PanHunter, our integrated data analytics platform, makes the Company’s -omics data available in a user-friendly manner at the enterprise level. Users can freely interact with and combine data in a modular, app-based system where results are available immediately and can be interpreted or used as input for subsequent steps. This rapid feedback is a crucial feature distinguishing PanHunter from other similar tools. 27 Table of Contents - E.MPD ● The drug discovery process starts with a fundamental understanding of molecular disease processes. We believe that gaining a better insight into the molecular level of disease processes is the only way to develop disease modifying or even curative therapies. Evotec has established unique and proprietary molecular patient databases in number of disease areas including cardiac diseases, acute & chronic kidney disease (“AKI” & “CKD”), metabolic diseases, immunology and inflammation (“I&I”), and neuronal diseases. Our most comprehensive molecular patient database has been built in CKD. Utilizing the PanOmics data generation platforms, we conducted molecular profiling of patient tissues and samples in the database and thereby generated crucial molecular patient data required to drive precision medicine approaches in CKD. We have continuously expanded this database, which is based on data from almost 12,000 CKD patients. To our knowledge, this constitutes by far the largest CKD patient molecular database worldwide and now constitutes more than six hundred billion data points. Based on the strength of our molecular CKD patient database, we have built four partnerships in kidney diseases in the last almost ten years with prominent pharmaceutical companies such as Bayer, Vifor (now “CSL Vifor”), Novo Nordisk, Eli Lilly, and Chinook (now a Novartis company). Our collaborations are structured as multi-target agreements pursuant to which an undefined number of targets may be pursued. While our molecular patient database in CKD is the most comprehensive set of data at this stage, we are growing several additional proprietary molecular patient databases in other disease areas (e.g., Metabolic and Cardiac diseases etc.) by adding samples from more patients. The opportunity to derive new targets and therapies in these disease areas is tremendous, and we aim to capitalize on these databases via additional strategic alliances. - iPSC based disease modeling - The improved molecular understanding of disease processes and therefore of sub-populations of larger patient populations enables us to establish more disease relevant in vitro models especially using patient-derived disease models through iPSC technology. Combining our improved understanding of molecular disease processes in patients with iPSC-based patient derived disease models as well as high performance Omics profiling and AI/ML supported data analytics is a unique set up to seamlessly prosecute novel insights in disease biology into next-generation drug discovery programs. ● iPSC cell assays enable a more accurate modelling of diseases and therefore represent an alternative to animal models in profiling drug candidates at preclinical stages. Patient-derived iPSCs offer unprecedented opportunities for in vitro disease modelling and have unlocked new possibilities for the development of more efficacious and safer drugs. Since 2013, we have built an iPSC infrastructure that forms an integral part of our PanOmics-driven drug discovery platform and can be applied to a broad range of therapeutic areas. It was created with the key goal of developing more accurate and scalable models to investigate disease aetiology and to industrialize iPSC-based drug screening in terms of throughput, reproducibility and robustness in miniaturized 384-well format. While iPSC disease models are traditionally utilized in two-dimensional monocultures, we are also investigating next generation multi lineage technologies, such as co-cultures and organoids, to attain greater physiological relevance. Our ’clinical-trial-in-a-dish’ approach allows testing of novel drug candidates on iPSC-derived models from a representative sample of human patients in a multiplexed fashion and has vast potential for multiple areas of drug discovery – from early stages of lead optimization to regulatory safety assessment. Development & Manufacturing Services We provide a one-stop solution for drug development and manufacturing, designed to work closely together with our partners to design and execute the best strategy for rapid entry into first-in-human (“FIH”) studies and further advancement into clinical supply for Phase II and Phase III studies. 28 Table of Contents Integrated Development & Manufacturing Services include: ● INDiGO - Investigational New Drug (“IND”) Enabling Program - INDiGO is a fully integrated development program in which clinical-enabling drug substance, safety assessment, clinical drug product and regulatory activities are conducted at a single site and within a single contract, providing a fully integrated and optimally efficient plan for IND/clinical trial application (“CTA”) submission. All these activities are governed by a project team with decades of pharmaceutical experience and harmonized with our fully equipped regulatory support team providing a robust, streamlined development engine with multi-disciplinary coordination to accelerate drug candidates into the clinic. Instead of single services, we offer a solution designed to materially shorten the process of bringing a new drug candidate into the clinic. ● Fully integrated API capabilities - Our API capabilities encompass process chemistry, analytical, and manufacturing operations. In addition to offering integrated process R&D and analytical development services using state-of-the-art laboratory facilities and equipment, we also supply APIs for preclinical development, non-clinical use, clinical trials, and small-scale commercial supply. To ensure compliance with cGMP standards and to provide support for customer audits and regulatory inspections, we have an independent Quality Assurance unit that oversees all API activities. Our chemistry, analytical and manufacturing operations are co-located at facilities in Abingdon, UK, and Verona, Italy. ● iPSC based Cell Therapy - We have built a fully integrated end-to-end platform to discover, develop and manufacture off-the-shelf iPSC-based cell therapeutics. In addition, we conduct R&D to develop innovative proprietary product candidates to accelerate pipeline building with our partners. Our proprietary internal iPSC-based preclinical product candidate pipeline encompasses immunotherapies for cancer and autoimmune diseases, as well as regenerative therapies targeting diabetes and retinal degeneration. Our platform integrates cutting-edge gene editing and targeting technologies, along with a GMP facility for manufacturing clinical development candidates located near Modena. Cyprotex ADME-Tox Solutions Cyprotex enables and enhances the prediction of human exposure, clinical efficacy and toxicological outcome of a drug or chemical. We can combine quality data from a comprehensive portfolio of in vitro assays with leading in silico technology and harness our extensive experience in the ADME-Tox field to add value, context and relevance to the data supplied to our partners. Cyprotex serves several different industries, including the pharmaceutical and biotech, personal care and cosmetics, household products, and the chemical and agrochemical industries. The range of Cyprotex ADME-Tox Solutions encompasses: ● In vitro ADME and pharmacokinetic (“PK”) - Studying ADME of a compound can be used to estimate the plasma and tissue concentrations in the body (pharmacokinetics). There is a clear link between pharmacokinetics/tissue exposure and clinical efficacy and safety due to either on-target or off-target effects. ● Integrated and standalone bioanalysis – Evotec and its subsidiaries have a breadth of experience in bioanalysis for small molecules and bio-therapeutics of any size for non-clinical and clinical sample analysis. The scientific experience, capacity and application of the bioanalytical equipment provide a fast turnaround that will help to arrive at “go/no-go” decisions faster. Our bioanalysis service is part of both standalone services as well as fully integrated packages. We can offer both non-GLP and GLP bioanalytical services with validated methods appropriate for regulatory submissions. ● Toxicology - Significant expertise in the latest techniques such as high content imaging, microelectrode array, 3D cells and iPSC-derived models and transcriptomics to identify potential toxicity and understanding mechanisms of toxicity at an early stage in drug discovery. More human relevant cell-based models are being introduced in drug discovery to address this need. Evotec and its wholly owned subsidiary Cyprotex are among the leaders in this field. ● Physicochemical Profiling - Determining key physicochemical properties of compounds plays a pivotal role in supporting rational compound design by providing insight into the relationship between a molecule’s structure and its physical behavior within many areas in an organism, e.g. dissolution, absorption, distribution, metabolism, elimination, protein affinity, and toxicity. 29 Table of Contents ● Modelling & Simulation - Properly developed systems models can generate valuable additional information from data, enabling improved decision making, cost reduction and reduction in animal usage. Cyprotex performs innovative mathematical modeling and offers multiple modeling solutions, such as Pharmacokinetic Prediction using physiologically based pharmacokinetic (“PBPK”) models, ML & Quantitative Structure-Activity Relationship (“QSAR”) /Quantitative structure–property relationships (“QSPR”) modeling primarily performed by a proprietary system developed in-house, PK/pharmacodynamic (“PD”) modeling, as well as a suite of methods for integrating data from multiple in vitro, ex vivo and in vivo sources – whether ADME/PK, toxicity and/or efficacy. JEB JEB is our advanced approach to designing, discovering, optimizing, developing and manufacturing bio-therapeutics. The sale of the JEB Toulouse site to Sandoz closed in December 2025 marks a strategic milestone for Evotec in transitioning to a business model that requires less capital expenditure. With the sale of the JEB Toulouse site steps back from owning large‑scale biologics manufacturing and moving toward a lighter, partnership‑focused model. The deal strengthens Evotec’s liquidity while keeping access to long‑term revenue through technology licenses, milestones, and royalties. This shift in strategy allows Evotec to focus more on its core R&D platforms and continuous manufacturing expertise, without carrying the heavy investment burden of running a full biologics production facility. JEB will continue to offer all of its previous biologics CDMO services in the Seattle and Redmond sites, as well as licensing out its proprietary IP, including cell lines, media, expression vector system, as well as its full suite of end to end continuous manufacturing IP. Evotec acquired Just Biotherapeutics (subsequently renamed Just – Evotec Biologics) in 2019, which represented our entry into the large and growing market for commercial biologics and expanded our multi-modality capabilities. The founding and original concept of JEB was to create an agile, flexible, and cost-effective method of biologics discovery, development, and manufacture to enable affordable global access to modern biologics therapies. This powerful, horizontally integrated end-to-end system is called J.DESIGN. Our full suite of capabilities from Discovery to Commercial Supply of biologics includes: ● Antibody Discovery (J.HAL) ● Antibody Molecular Optimization and candidate selection services utilizing state-of-the-art in silico-based AI tools combined with biophysical and biochemical characterization (J.MD). ● Process and product design for highly efficient, high titer, flexible manufacturing (J.P3) ● Cell line and media development services ● Continuous and Semi-continuous biomanufacturing under GMP for clinical and commercial use ● Technology Partnerships ● Licensing of our proprietary J.CHO cell line, proprietary J.Media for perfusion cell culture and J.Train services (building of flexible biomanufacturing lines and facilities) Because we utilize J.DESIGN, or select elements as noted above, throughout the entire drug discovery and development process of biology, by the time it reaches the manufacturing stage in any given program, we have thoughtfully assessed the risk of most scaling problems that may occur. As a result, we can deliver flexible, right-sized manufacturing with faster turnaround times and without sacrificing the quality of the products. In addition to being suitable for providing clinical materials for most indications, this paradigm can broaden the scope of disease areas for biologic drug candidates driven by significantly higher yields and lower costs. It will also accelerate the growth of biosimilars given cost advantages, and it makes orphan diseases more amenable to biologics despite small addressable populations. For the same reasons, smaller patient populations resulting from precision medicine-based patient stratification will also benefit. 30 Table of Contents The J.POD is a late-stage clinical and commercial manufacturing facility. A J.POD stands for “Production on Demand” and can accelerate the development of highly productive processes that can be executed in relatively small unit operations and still make enough products to meet almost all commercial market needs in a single facility. These highly intensified processes reduce the size of unit operations to fit into relatively small, flexible “POD’s” or clean rooms, and become the core manufacturing space in a J.POD facility. Since the entire process train uses single-use technology, central and CapEx intense utilities like “clean in place” or “sterilize in place” systems are eliminated, as well as the large amount of stainless-steel piping and large stainless-steel vessels that must be precisely built and validated. In addition, POD’s, and the equipment they contain can be built and assembled while the plant is being constructed so that the time and complexity of validation are dramatically reduced. Finally, instead of increasing the size of bioreactors and processing steps to expand capacity (as in traditional large-scale manufacturing facilities), additional bioreactors of the same size are essentially “cloned.” In essence, we “scale-out” in time (i.e. we are able to extend the culture duration in days) rather than “scale-up” and effectively reduce scale-up risks by manufacturing at the same scale from early clinical development through commercial manufacturing. Our processes are highly “intensified,” using continuous perfusion and connected downstream processing to make large amounts of high-quality drug substance with a relatively small bio processing footprint. To enhance our manufacturing capabilities, in August 2021, we opened our first J.POD, a late-stage clinical and commercial manufacturing facility in Redmond, Washington, United States, in addition to our existing early stage facility also using J.POD technology in Seattle, Washington, United States. Because our J.POD Redmond facility contains clinical and commercial processes, both can be operated at the same scale to facilitate seamless transfer and eliminate scale-up risk. The site, which will be able to produce on a large enough scale to meet most of our commercial needs in a single facility and will mainly supply markets in North America. As global demand for flexible biologics capacity and for more affordable access to medicines increases, we opened a second J.POD facility in Toulouse, France in September 2024. Since July 2024, the site has been dedicated entirely to Evotec’s customer Sandoz, following a series of agreements for the development, manufacturing and launch of select biosimilars. On July 30, 2025, Evotec SE and Sandoz AG signed a non-binding term sheet on a planned sale of Just – Evotec Biologics EU in Toulouse to Sandoz, followed by the signing of the contract in November 2025 and the final closing on December 5, 2025. The agreement includes approximately USD 350 m in cash for the JEB manufacturing site in Toulouse and upfront technology license fees for JEB’s complete technology stack. In addition, Evotec is eligible for license fees, and development revenues including success-based milestones adding up to more than USD 300 m over the coming years, replacing existing contractual commitments. The transaction with Sandoz is covering royalties on a portfolio of up to ten biosimilars in technical and early development and is accelerating the implementation of Evotec’s strategy through better monetization of its technology and transitioning to an asset-lighter business model. With the closing of the transaction, JEB will continue to serve its customers in the USA and Europe with capacity for molecular design, upstream, downstream, analytical and formulation development as well as FIH to commercial biologics GMP manufacturing. This transaction provides validation and underscores the strength of Evotec’s technology and capabilities in the rapidly expanding biologics segment, which could drive customer demand and support further future licensing opportunities for its proprietary end-to-end continuous manufacturing platform. Further, the transaction evidenced the strategic shift of the JEB business away from a pure CDMO services provider towards a more asset-light business model, which combines existing CDMO services at the Redmond facility with further revenue streams based on monetizing IP within the end-to-end continuous manufacturing process, including cell lines, media, and vectors. Evotec ventures: Equity Investments Evotec’s equity strategy started with the creation of Evotec’s spinout of Topas Therapeutics in 2016. Since then, we have made equity investments in products, technology platforms, companies and investment funds with the goal of obtaining early access to innovation and generating upside through our role as an operational partner and potential preclinical and clinical successes, or even positive commercial developments that could drive the valuation of individual portfolio companies. This could lead to returns on investments in case of successful exits from our portfolio companies, e.g. we sold Carrick Therapeutics in October 2025 and in December 2025 Dark Blue Therapeutics, which is advancing first-in-class, small molecule-targeted protein degraders for oncology, was acquired by Amgen. Evotec was invested in Dark Blue Therapeutics since 2020 when the company was founded out of the Academic Partnership BRIDGE LAB282. With the divestment of Recursion at the end of 2024, we had already significantly reduced our equity investment exposure and continued to do so throughout 2025.As of December 31, 2025, we still have 29 equity engagements in our equity pipeline. Assets from Aurobac Therapeutics, Aeovian Pharmaceuticals, EIR Biotherapies, IMIDomics Immunitas Therapeutics, Sernova, Topas Therapeutics and Tubulis are the most advanced, with 10 active ongoing clinical trials (Phase I and II). Our ownership ranges from 0.1% to 39% in equity per company. Investments with a share greater than 20% or significant influence are recognized in our accounts “at equity”. 31 Table of Contents Academic BRIDGEs We are convinced that academic settings serve as a major source and point of origination and discovery of new pharmacological targets and drugs. For example, approximately 25% of drugs ultimately approved by the FDA originate from academia, according to a study published by CTS Clinical and Translational Sciences investigating the contribution of different types of organizations to drug innovation. We seek to address the lack of funding and access to expertise for translational projects from academia, which is one of the main hindrances to capital efficient drug discovery. Often, there is a lack of commercial understanding on how to advance assets to the next stage by university researchers. At the same time, there is a need for validation of academic findings on industry-grade platforms to increase data quality and reproducibility, which we address with our Biomedical Research, Innovation & Development Generation Efficiency (“BRIDGE”) model. Operationally, BRIDGEs fall into three categories: (i) Contractual partnerships with academic institution(s) and investors or pharma companies with the aim of co-creating biotech companies; (ii) equity investments in start-up studios which focus on accelerating academic projects: and (iii) contractual partnerships with universities and a pharma company to co-create licensing opportunities for pharma. To date, we have created seven company-creating BRIDGE partnerships (LAB282, LAB150, beLAB2122, beLAB1407, Danube Labs, a BRIDGE with VC Amplitude Ventures, and 65LAB), three investments into start-up studios (Autobahn Labs, ArgoBio and Extend) and one licensing-engine BRIDGE (LAB eN2). In 2024, Evotec and Novo Nordisk announced that its translational drug discovery accelerator, LAB eN², which aims to nurture early research from academic institutions into novel therapeutics, has selected its first three projects to move forward in the program from Boston University, Harvard University in collaboration with Mass General Brigham, and Joslin Diabetes Center. LAB eN² is also expanding to include five additional academic institutions: Boston Children’s Hospital, Boston University, Johns Hopkins University, Joslin Diabetes Center, and the Icahn School of Medicine at Mount Sinai. In January 2025, we started a novel collaboration - together with Yonsei University in Seoul, South Korea, and the Korean biotech company Zymedi - to develop first-in-class therapeutic antibodies to treat asthma and idiopathic pulmonary fibrosis. The project will focus on the preclinical development of novel anti-inflammatory and anti-fibrotic antibodies directed against tRNA synthetases, an emerging therapeutic target class to treat diseases with a high unmet medical need. In November 2025, a University of Bristol project aiming to develop next-generation therapeutics for autoimmune diseases received over £850,000 in new funding through the beLAB1407 BRIDGE partnership, supported by Evotec and its global pharmaceutical collaborators. Their current work focuses on the structure-guided design of peptides – short chains of amino acids – to produce cyclic peptides capable of targeted activation of the human complement system. By the end of 2025, BRIDGEs had built a portfolio of around 130 projects, engaged with 65 academic collaborators and 18 industry partners. These accomplishments position BRIDGEs as a notable and impactful pre-seed initiative within its field. 32 Table of Contents Summary of Equity Holdings, including start-up studios as of December 31, 2025 Company Focus Equity stake %1 Aeovian Pharmaceuticals Inc. Inflammatory diseases 2.32 ArgoBio SAS Multiple 8.17 Aurobac Therapeutics SAS Antimicrobial Resistance (AMR) 12.50 Autobahn Labs, LLC Multiple 10.53 Blacksmith Medicines Inc. Human metalloenzymes 17.97 Breakpoint Therapeutics GmbH Oncology (DDR) 34.03 Cajal Neuroscience Inc. Neurodegenerative disease 1.18 Carma Fund I Life Science VC 10.00 Celmatix Inc. Women's health 7.47 Centauri Therapeutics Ltd. Antimicrobial Resistance 22.18 Curie Bio LLC Life Science VC 0.10 Curie Bio Seed Fund I LP Life Science VC 2.83 EIR Biotherapies Srl Oncology 24.66 Eternygen GmbH* NASH 24.97 Extend Srl Multiple 9.10 Fibrocor LLP Fibrotic diseases 16.26 Fibrocor Therapeutics Inc. Fibrotic diseases 7.65 IMIDomics Inc. Inflammatory diseases 6.64 Immunitas Therapeutics Inc. Oncology 5.54 Leon Nanodrugs GmbH Nano-technology 3.99 Mission BioCapital V LP Life Science VC 3.64 Pluristyx Inc. Cell therapy 3.79 Quantro Therapeutics GmbH Functional genetic and transcriptomic technologies 38.79 Sernova Corp. Diabetes 4.73 TAG Therapeutics GmbH Oncology 20.16 Thelior Bio Ltd. Inflammation 1.18 Topas Therapeutics GmbH Nanoparticle-based therapeutics 23.86 Tubulis GmbH Antibody Drug Conjugates 3.33 Verto Therapeutics Inc. Oncology 4.16 * in liquidation 1) Share of investments based on issued shares, before full dilution (virtual shares or options not considered) IP We seek to protect and enhance the value of our proprietary drug discovery programs as well as our technology platforms, including proprietary processes, technologies, inventions, and methods, and their application to the R&D of treatments for serious diseases and methods of manufacture through the filling of IP. We pursue a multi-layered IP strategy to protect our technology platforms and their application to R&D of treatments for serious diseases. One focus of our IP strategy is to provide protection for our platforms and pipeline assets currently in development. We also pursue IP protection for assets that may be used in future development programs and/or that may be of interest to our partners or otherwise may prove valuable in the field. Patent filings protect various aspects of our technology platforms and our pipeline assets, while other aspects remain trade secrets. We also pursue other methods of protection, including seeking trademark registrations, as appropriate. Many of our IP assets were developed and are owned solely by us, some have been acquired and are solely owned by us, some have been developed via collaboration and are jointly owned, and some have been licensed from third parties. We will continue to make additional patent application filings and pursue opportunities to acquire and license additional IP assets, technologies, platforms, or pipeline assets, as developments arise or are identified. As of December 31, 2025, our owned patent portfolio included more than 50 patent families, each of which includes at least one filing in the United States or Europe, and several of which are pending or granted in multiple jurisdictions. Below, we provide a summary of the contours of our current IP portfolio as it relates to different aspects of our business. 33 Table of Contents Government Regulation Government authorities in the EU, the United States and other countries and jurisdictions extensively regulate, among other things, the research, development, testing, manufacture, quality control, approval, packaging, storage, record-keeping, labeling, advertising, promotion, distribution, marketing, post- approval monitoring and reporting and import and export of pharmaceutical products. Compliance with applicable statutes and regulations and other requirements of regulatory authorities requires the expenditure of substantial time and financial resources. Regulation of Drugs and Biologics Like all companies in our industry, we need to follow a large set of international regulations. In the EU, pharmaceutical products are subject to a comprehensive scheme of regulatory requirements mainly set out at EU level, but country-specific regulations at EU member state level remain essential in many respects. These regulations exercise over all aspects of our operations including, but not limited to, research, development, testing, manufacturing, and quality control. They also govern all aspects of the operations of our customers and the partners with whom we co-own pipeline assets, including assessing safety and efficacy for purposes of marketing approval, labeling, storage, record keeping, commercialization, distribution, post-approval monitoring, advertising, pricing, and more. In the United States, the FDA regulates pharmaceutical products. The Federal Food, Drug, and Cosmetic Act, the Public Health Service Act and other federal and state statutes and regulations apply to us, our customers, and our partners who develop our pipeline assets. Failure to comply with applicable U.S. requirements may subject a company to a variety of administrative or judicial sanctions, such as FDA refusal to approve pending new drug applications (“NDAs”) or biologics license applications (“BLAs”), warning or untitled letters, product recalls, product seizures, total or partial suspension of production or distribution, injunctions, fines, civil penalties, and criminal prosecution. Preclinical Research A robust package of preclinical data is required before clinical trials can begin. In the EU, if preclinical results warrant continuing development of the product candidate, before a clinical trial may commence, applicants are required to submit a clinical CTA to each country’s national health authority and an independent ethics committee. The CTA must include, among other things, a copy of the trial protocol and an investigational medicinal product dossier with supporting information, in particular preclinical data and information about the manufacture and quality of the medicinal product under investigation. In the United States, if preclinical results warrant continuing development of the product candidate the results of the studies are submitted to the FDA as part of an IND application. An IND includes, among other things, items such as preclinical data, manufacturing information, a proposed clinical protocol and an investigational plan and must be reviewed by the FDA and become effective before proposed clinical testing can begin. Regulation of Testing Facilities Our facilities are audited by regulatory agencies such as the FDA, MHRA, and similar foreign regulatory authorities as well as our customers to ensure compliance with requirements designed to ensure the quality and integrity of the testing process and data such as GLP and GMP and other requirements adopted by the EMA, the FDA, the Ministry of Health in the UK and by similar regulatory authorities in other countries, as applicable. GLPs and GMP require standardized procedures for all equipment, processes, and analytical tests, for recording and reporting data, and for retaining appropriate records. Clinical Trials, Marketing Authorization Application (“MAA”), NDA or BLA Preparation and Submission In the EU, all phases of clinical development are monitored and audited extensively by regulatory authorities of the relevant member states. Authorities scrutinize all clinical activities and data, and our partners must submit annual reports to the controlling authorities of the relevant member states detailing the progress of the trial. Our partners must also submit any information that suggests a significant risk to human patients or any clinically important increase in the rate of seriously suspected adverse reactions to regulatory authorities as and when they discover such information. The United States has adopted a similar regulatory scheme to the EU. Our partners typically carry out clinical development of our pipeline, including the conduct of human trials and interaction with regulatory authorities. 34 Table of Contents Data Privacy and Security Laws and Regulations As a primarily business-to-business focused organization, we do not market, sell, or distribute products or services directly to patients or consumers. Accordingly, the personal information that we collect and process, including human tissues and patient samples, is generally limited to what is necessary to conduct business with other businesses within our industry. Nevertheless, we hold confidential personal information relating to people who have been and/or still are employed by the company. The possession, retention, use and disclosure of such information are highly regulated, particularly in the European Economic Area (“EEA”). The GDPR controls how personal data must be handled and places significant restrictions on the export of personal data from within the EEA to other third countries that have not been found to provide adequate protection for such personal data, including the United States, and the efficacy and longevity of current transfer mechanisms between the EEA and the United States remain uncertain. In the United States, numerous federal and state laws and regulations, including data breach notification laws, health information privacy and security laws, including Health Insurance Portability and Accountability Act (“HIPAA”), and federal and state consumer protection laws and regulations (e.g., Section 5 of the Federal Trade Commission Act), that govern the collection, use, disclosure, and protection of health-related and other personal information could apply to our operations or the operations of our partners. Failure to comply with these laws, where applicable, can result in the imposition of significant civil and/or criminal penalties and private litigation. Privacy and security laws, regulations, and other obligations are constantly evolving, may conflict with each other to complicate compliance efforts, and can result in investigations, proceedings, or actions that lead to significant civil and/or criminal penalties and restrictions on data processing. Other EHS Laws and Regulations We may be subject to numerous EHS laws and regulations, including those governing laboratory procedures and the handling, use, storage, treatment and disposal of hazardous materials and wastes. From time to time and in the future, our operations may involve the use of hazardous and flammable materials, including chemicals and biological materials, and may produce hazardous waste products. Even if we contract with third parties for the disposal of these materials and waste products, we cannot eliminate the risk of contamination or injury resulting from these materials. In the event of contamination or injury resulting from the use or disposal of our hazardous materials, we could be held liable for any resulting damage, and any liability could exceed our resources. We also could incur significant costs associated with civil or criminal fines and penalties for failure to comply with such laws and regulations. We maintain liability insurance (including, where applicable, workers’ compensation) to cover us for costs and expenses we may incur due to injuries to our employees, but this insurance may not provide adequate coverage against potential liabilities. We also tailored several continuities plans for different locations to mitigate serious environmental issues. In addition, we may incur substantial costs to comply with current or future environmental, health and safety laws and regulations. Current or future environmental laws and regulations may impair our research, development, or production efforts. In addition, failure to comply with these laws and regulations may result in substantial fines, penalties, or other sanctions. Competition The market for biotech/pharmaceutical R&D partnering, and services is competitive, based on modality-by-modality or technology-by-technology comparison. However, we believe we are well-positioned to offer our partners an integrated solution that cannot be replicated by combining selected elements made available by other service providers. We believe our services are differentiated based on the degree of integration, the number of modalities, precision, relevance, agility, and capacity to generate new data and the ability to exploit it with advance computing. We believe that Evotec is one of very few companies that has assembled such a seamlessly integrated precision medicine platform. 35 Table of Contents We compete in an industry characterized by rapidly advancing technologies, intense competition, and a complex IP landscape. With respect to other players in specific fields in the industry, we consider our competition to be as described below: ● External drug discovery and development: Several large CROs including Wuxi Apptec and Charles River Laboratories. Large pharma’s incumbent R&D organizations. ● PanOmics and patient-relevant disease modeling: Recursion and Adaptive Biotechnologies, Sequantrix, Owkin and Isomorphic, and, in the field of data-driven precision medicine in oncology, Schrödinger, Tempus. ● Tech enabled business models: Abcellera, Certara, Recursion and Schrödinger. ● iPSC-based regenerative therapy of Type I diabetes: Vertex Pharmaceuticals, Century Therapeutics, and Sana Biotechnology, all of whom are developing iPSC-based treatments for Type I diabetes. ● iPSC-based treatments of cancer and immune disorders: Fate Therapeutics and Century Therapeutics. ● Treatment of Parkinson’s disease and heart failure: BlueRock Therapeutics (acquired by Bayer in August 2019); ● iPSC-based assay developments: Fate Therapeutics, Allele Biotechnology, Takeda, and Fujifilm, along with Contract Manufacturing Organizations (“CMOs”) such as Lonza, SCM Lifescience, Reporcell and Charles River Laboratories. ● Biologics development and manufacturing: CDMOs such as Lonza, Samsung Biologics, Boehringer Ingelheim, Wuxi Biologics or Avid Bioservices. ● Co-developed assets: (a)Our agent for the treatment of Chikungunya virus infections faces competition from an Albumedix product with the same application. (b)Our assets partnered with BMS treating neurodegenerative diseases may face competition from similar assets developed by Denali Therapeutics. (c)SKY Covione (COVID-19) marketed by SK bioscience in South Korea is competing with several Covid-19 vaccines and therapeutic agents. C. Organizational structure. Evotec SE is a publicly listed European stock corporation operating under German law. Our headquarters are in Hamburg, Germany. We have operating sites in Germany, Italy, France, UK and US. The group has been successful in creating both operational and technological synergies between the sites and geographical regions by way of organic growth and strategic acquisitions. A listing of our significant subsidiaries and their jurisdiction of incorporation is included in Exhibit 8.1 to this 20-F filing. D. Property, plants and equipment. Our headquarters are in Hamburg, Germany, where we occupy office and laboratory space. We manage further laboratories and office facilities in Göttingen and Munich in Germany, Toulouse and Lyon in France, Abingdon and Manchester in the UK, Princeton, Framingham, Branford, Seattle, and Redmond in the United States, Verona, and Medolla in Italy. Manufacturing areas are available in Verona, Abingdon, Seattle, Medolla and Redmond sites. Some key steps to build this facilities setup were: ● In July 2019, we acquired Just Biotherapeutics Ltd., located in Seattle, United Stated (JEB), including 3,580 square meters of laboratory and office space. ● In July 2020, we acquired the Biopark by Sanofi SAS in Toulouse from Sanofi, including all land and buildings of the former Sanofi site. We also took over a second site of Sanofi in Lyon. 36 Table of Contents ● In the second quarter of 2021 we acquired the Verona site from GlaxoSmithKline SpA (“GSK”), consisting of 41,057 square meters of laboratory, production and office space. ● The acquisition of a dedicated site for R&D of gene therapy-based projects in Orth/Donau, Austria as part of its plan for profitable growth. The decision to close the site was announced in May 2024. ● In 2022, we added Proteomics capacity enlarging our footprint in Munich (new campus) and we expanded our laboratories in Princeton (U.S.), in Abingdon (UK) and in Verona (Italy). ● In the second half of 2022, we acquired Rigenerand in Medolla (now called Evotec (Modena) Srl) and an API production site in Halle (now called Evotec Drug Substance (“DS”)). In the first half of 2024 the group decided to discontinue the operation of Halle/Westphalia, Germany. On November 5, 2024, we have announced the sale of our chemical API manufacturing site, Evotec Drug Substance (“DS”) GmbH, located in Halle/Westphalia, to Monacum Partners GmbH - a Munich based Private Equity firm. ● In 2022, we completed the preparation activities to transfer our operations from the previous U.S. Watertown site to a new site located in Framingham (2,392 sqm). We moved into the new site at the beginning of 2023. ● In April 2024 we further consolidated our footprint through the closure of Marcy l’Étoile site in France ● In 2024 we optimized our footprint in Hamburg and in Göttingen through the consolidation of offices spaces and buildings. ● In 2024 we opened the new JPOD2 building in Toulouse adding 14.900sqm to our Biotherapeutics footprint. ● At the end of 2024 we entered in a new labs building in Alderley Park with the activation of building B22 ● As part of our consolidation program at the end of February 2025 the Cologne site was closed. ● In September 2025 the new MEC4 building in Hamburg was handed over to Evotec. ● Already since July 2024, the JPOD2 site has been customized and dedicated entirely to our customer Sandoz. On July 30, 2025, Evotec SE and Sandoz AG signed a non-binding term sheet on a planned sale of Just – Evotec Biologics EU in Toulouse to Sandoz, followed by the signing of the contract in November 2025 and the final closing on December 5, 2025. 37 Table of Contents The following table summarizes information with respect to the principal facilities leased and owned1) by us at the end of 2025: Area Location SQM total (gross) France Total: 67,338 Lyon 2,270 Toulouse1) 65,068 Germany Total: 43,737 Göttingen 9,919 Hamburg 31,402 Munich 2,416 Italy Total: 43,138 Verona1) 41,128 Medolla1) 2,010 UK Total: 30,867 Abingdon 24,081 Nether Alderley 6,786 US Total: 24,794 Branford 2,192 Princeton 3,945 Redmond 12,887 Seattle 3,578 Framingham 2,192 Evotec total 210,065 We lease an aggregate of approximately 101,000 square meters, in Europe and the United States. Our leases expire on various dates from 2026 to 2043 (indicatively). To facilitate the continued growth of our company, we regularly invest in upgrading and expanding our technology and infrastructure. For example, we have made major enhancements to our technology platform regarding the areas of translational biology, high-content imaging and proteomics. Additionally, we have made our scientific operations more efficient by adding additional state-of-the-art sample management technology. We also continue to further upgrade and digitize our administrative tools and systems. We will continue to make CapEx to secure the further growth and scalability of our company. Environmental Issues To the best of our knowledge, currently there are no foreign, federal, state or local environmental laws, rules or regulations that will materially affect our results of operations or our position with respect to our competitors. However, we can provide no assurance of the effect that any possible future environmental laws will have on our operating results.
A. Operating results. You should read the following discussion and analysis of our financial condition and results of operations together with our audited financial statements and related notes included elsewhere in this annual report. The following discussion is based on our fi…
A. Operating results. You should read the following discussion and analysis of our financial condition and results of operations together with our audited financial statements and related notes included elsewhere in this annual report. The following discussion is based on our financial information prepared in accordance with the IFRS, as issued by the IASB, and endorsed in the EU, which may differ in material respects from generally accepted accounting principles (“GAAP”) in other jurisdictions, including U.S. Generally accepted accounting principles. The following discussion includes forward-looking statements that involve risks, uncertainties, and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements because of many factors, including but not limited to those described in “Risk Factors” and elsewhere in this prospectus. Please also see “Cautionary Note Regarding Forward-Looking Statements.” For information regarding our consolidated results, segment results and liquidity and capital resources for the year ended December 31, 2025 as compared to the year ended December 31, 2024, refer to “Operating and Financial Review and Prospects” in our annual report for the year ended December 31, 2025, which information is incorporated by reference herein. Overview We generate revenue primarily through three core collaboration routes: (1) by providing our drug discovery and development capabilities on a fee-for-service and FTE-rate basis; (2) by receiving milestones and royalties on partnered assets; and (3) by creating value through equity ownership in emerging, highly innovative biotechnology companies and translational academic institutional projects. Contracts with our partners can include elements of one or more of our three core collaboration routes. Until December 31, 2023, we reported the results of our operations in two operating segments: EVT Execute and EVT Innovate. EVT Execute included mainly fee-for-service and FTE-rate arrangements where our customers own the IP, whereas EVT Innovate comprised of internal R&D activities as well as services and partnerships that originated from the R&D activities where we typically owned or co-owned IP with our strategic partners or participated on the jointly developed IP. As of January 1, 2024, a new segment reporting was introduced and moved from the segments EVT Execute and EVT Innovate towards Shared R&D and Just – Evotec Biologics to better steer our business and to reflect the underlying trends, evolutions and activities of the various business areas we are involved in. We believe that the two new reportable segments Shared R&D and Just – Evotec Biologics represent fairly and provide a better information to external stakeholders on how resources are allocated and how we manage our overall performance. The evaluation of each reportable segment by the management is performed based on revenues and adjusted earnings before interest, taxes, depreciation, and amortization (“EBITDA”). In 2025, the Management Board made the decision to rename the segment previously known as “Shared R&D” to Discovery & Preclinical Development (“D&PD”) to better reflect Evotec’s strategic focus. For the year ended December 31, 2025, we reported €788.4 million in revenue, representing a variance of (1.1)% from the year ended December 31, 2024, and €103.5 million in net losses, representing a decrease in net loss of €92.6 million compared to the year ended December 31, 2024. We also reported Adjusted EBITDA of €41.1 million for the year ended December 31, 2025, representing a increase of €18.6 million compared to the year ended December 31, 2024. Adjusted EBITDA is a measure that is not defined under IFRS. For further information about how we calculate Adjusted EBITDA, the limitations of its use and its reconciliations to comparable IFRS measures, see “–Key Performance Metrics and Non-IFRS Measures.” Key Factors Affecting Our Results Factors affecting our results of operations and financial condition include the factors described below. Market Demand for External Innovation Our financial results are impacted by our partners and customers’ needs for external innovation through collaborating or outsourcing their R&D initiatives and/or highly innovative manufacturing activities and our ability to meet those needs. We will sustain growth only if our existing partners and customers continue to rely on our expertise and capacity and if additional companies select us as their partner of choice for drug discovery and development. 39 Table of Contents For the past few decades, the global pharmaceutical industry has been struggling with declining R&D efficiency in introducing new products to the market. As a result, pharmaceutical companies of all sizes have been and continue to be under pressure to re-evaluate and adjust their business strategies, in particular by accessing innovative technologies, such as AI and ML, and pursuing innovative treatment modalities, such as personalized medicine, cell therapy and gene therapy. New companies have been formed to specifically develop these technologies and modalities. Moreover, there is an increased focus on early prediction parameters to determine the success or failure of new drugs. To access innovation in a capital-efficient manner, industry players increasingly rely on external sources, such as our innovation hub, for innovative R&D and manufacturing expertise and capacity. We believe that market demand for external innovation will continue to drive demand for our assets and services, facilitate additional collaboration opportunities and potentially improve the volume and terms of partnerships that we are able to secure. We believe this trend will increase the likelihood of strategic, integrated, long-term collaborations and drive our continued growth. Efficiency and Scientific Excellence of our own R&D Activities Our performance is dependent not only on the market’s need for external innovation, but also on our own ability to provide innovative solutions. For this reason, investing in technologies and platforms is a core part of our strategy. In 2025, we spent €37.5 million (2024: €50.9 million) in R&D, and we intend to continue to dedicate a significant number of financial resources to ensuring that our offerings continue to meet the industry’s needs. However, the investments will represent a balance between strong investments in Evotec’s capabilities to improve efficiency and precision medicine platforms, and financial stewardship in a challenging macroeconomic environment. For example, we are allocating a significant number of resources to improving our PanOmics and PanHunter platform, our capabilities for AI-driven development of biologics and our iPSC platform. Investments in maintaining and expanding our technological leadership increases our short-term expenses while opening possibilities for future revenue growth and sustainability. Scientific Results and Third-Party Decisions An important pillar of our growth strategy is the generation of milestones and royalties. Our pipeline currently includes more than 80 partnered assets. We define our pipeline to include candidates that we wholly own and those for which we have the right to receive royalty or milestone payments. Pipeline assets with respect to which we have the right to receive royalty or milestone payments include those that we will have initially developed and subsequently licensed or assigned to partners for continued preclinical and clinical development as well as those that have been initially developed by our partners and that have become the subject of a joint research project. We do not count in our pipeline candidates being developed by partners in whom we have solely an equity stake and no right to milestone or royalty payments with respect to their candidates in development. Our financial results depend, currently to a limited extent, on the success of our partners’ clinical development of the co-owned pipeline assets, receipt of regulatory approval and commercialization. A partner may choose to end the development of a specific program for scientific or commercial reasons, and we typically have no ability to influence such decisions, which may be driven by factors such as pipeline prioritization and the ability to obtain additional required capital. Our future financial results therefore depend, in part, on the judgment and financial health of our partners. We mitigate this risk through diversification in our portfolio. Revenue Mix and Gross Margin We generate revenue either from fee-for-service and/or FTE-rates-based contracts, from technology licenses, by receiving milestones and royalties on assets or partnerships, or any combination thereof. Revenues can be further differentiated based on our technologies and platforms. Changes in the allocation of revenues between contract types and technologies mainly affect our cost of sales, gross profit, and gross margin. Acquisitions and Disposals Strategic acquisitions are part of our strategy for growth and strengthening our competitive position. We continually evaluate the market for attractive opportunities that are accretive to our business. We typically acquire companies that expand our value chain through access to new technologies and/or additional capacity, extend our offering and value chain, provide access to new customers, or allow for the extension of our geographical reach. 40 Table of Contents Via a share purchase agreement (SPA) signed on November 4, 2025 and with closing effective as of December 5, 2025, we disposed of 100% of the shares in our subsidiary Just - Evotec Biologics EU SAS, Toulouse, France to Sandoz AG, Basel, Switzerland. This transaction was a pivotal step and a transformative milestone in Evotec’s transition to a scalable technology provider for next-generation integrated biologics development and advanced continuous manufacturing. In addition, we have acquired minority stakes in early-stage development companies through our EVOequity program, which is described in further detail under Item 4 of this annual report. These companies can either be entities with no prior relationship, or spin-offs from our other programs, such as our BRIDGEs program. The related transactions may result in significant influence over the acquired entity in line with the IFRS definition presented in International Accounting Standards (“IAS”) 28 (generally 20% or more of voting rights) and therefore require us to account for these investments using the equity method. In this case, in addition to the balance sheet impact, our share of the investee’s profit or loss will affect our results of non-operating result under “share of the result of associates accounted for using the equity method,” but will have no effect on our Adjusted EBITDA. Foreign Currency Exchange Rates Due to our international business operations, we are subject to both foreign exchange transaction and translation risks. Our reporting currency is Euro; however, we also incur revenues and expenses in U.S. dollar and pound sterling. Other currencies are of less relevance. Transactional risk arises when we and our subsidiaries execute transactions in a currency other than our respective functional currency. Our principal exposure to foreign exchange effects relates to the U.S. dollar and pound sterling. In 2025, 65% and 7% of our revenue and 33% and 18% of our cost of revenue was in U.S. dollars and pound sterling, respectively. In 2024, 62% and 10% of our revenue and 31% and 18% of our cost of revenue was in U.S. dollars and pound sterling, respectively Where we are unable to reconcile sales generated in a foreign currency with expenses incurred in the same currency, our operating results will be adversely affected by exchange rate fluctuations. We also use derivatives such as currency futures and swaps to minimize exchange risk. R&D Tax Credits We receive R&D tax credits for qualifying research related expenses mainly in France for the Toulouse and Lyon sites, UK and Italy. The credits are recognized under other operating income. These credits amounted to €41.6 million in 2025 as compared to €46.9 million in 2024. Description of components of Results of Operations Revenues We generate revenue either from fee-for-service and/or FTE-rates-based contracts, by receiving milestones and license fees, or any combination thereof. Revenues can be further differentiated based on our technologies and platforms. Changes in the allocation of revenues between contract types and technologies mainly affect our cost of sales, gross profit, and gross margin. Costs of Revenue Costs of revenue include the cost of personnel directly associated with revenue-generating projects, facilities and overhead used to directly support those projects, and outsourced services used as well as materials consumed in the provision of the products or services as well as amortization and depreciation. R&D Expenses Our R&D expenses comprise expenses incurred in connection with our in-house discovery platforms and developing new pipeline assets as well as overhead expenses for both our R&D projects. Partnered R&D expenses ended in 2023 with the completion of the previous Sanofi agreement, thus R&D Expense is synonymous with ‘Unpartnered R&D Expense’ since 2024. 41 Table of Contents We expense our pharmaceutical research activities as incurred. Due to the high uncertainty associated with early-stage development activities in the pharmaceutical sector, the precondition for the capitalization of development expenses related to work on pharmaceutical products as outlined in IAS 38 is generally not satisfied. Therefore, we have not capitalized internally generated pharmaceutical development costs to date. However, a significant portion of our R&D expenditure is focused on our platforms and technology, in which the preconditions of IAS 38 can be satisfied. Evotec capitalized € 4.7 million of R&D expenses in 2025 related to development activities of our platforms and underlying technology in comparison to € 3.4 m in 2024. R&D projects that are acquired in a business combination are capitalized at fair value when those R&D projects are expected to generate probable future economic benefits to our business. R&D costs acquired in a business combination are not amortized until they are sustainably generating benefits. We expect to invest a significant amount into R&D expenses in the coming years, however, the investments will represent a balance between strong investments in Evotec’s capabilities to improve efficiency and precision medicine platforms, and financial stewardship in a challenging macroeconomic environment. Selling, General and Administrative Expenses Our selling expenses mainly consist of personnel costs (including share-based compensation), social security, travel costs and consultancy expenses of our business development team. General and administrative expenses primarily consist of personnel-related costs (including share-based compensation) for procurement and logistics, finance, legal, human resources, information technology, investor relations, risk management and other administrative functions, professional fees, accounting and legal services, insurance and facility costs related to space used by the support functions. These costs relate to the day-to-day administrative operation of the business and are unrelated to the R&D of any individual asset. Impairment of Intangible Assets and Goodwill Impairment of intangible assets and impairment of goodwill consists of the losses resulting from the differences between the carrying amount of related assets and their recoverable amount, which is the higher of the asset’s fair value less cost to sell or value in use. An impairment of goodwill may occur in case the expected performance of the underlying cash-generating unit falls below the expectation at the time of the acquisition of the relevant business. Impairments of intangible assets typically occur when scientific programs do not meet expectations in terms of scientific results or timelines for partnering, thereby impacting expectations for future cash flows. Other Operating Income Other operating income mainly consists of tax credits received from tax incentive programs in the context of qualifying R&D expenses in different jurisdictions and refunds from third parties for cost charges. Tax credits can regularly be offset partially or fully from tax payments to fiscal authorities. We account for income from such R&D tax credit programs as other operating income instead of offsetting them from income tax expenses. Furthermore, in 2025, other operating income equally included income from the sale of one of our associated investments, Dark Blue, finalized on December 30, 2025, as well as an insurance reimbursement for cyber-attack related expenses. In addition, in prior periods we recharged current costs incurred at the ID Lyon sites to Sanofi in connection to our agreements signed in 2018, which ended in 2023. Sanofi agreed to license to us most of its infectious disease research and early-stage development portfolio and transfer its operational infectious disease research unit to us, in addition to providing significant mid-term funding to ensure support and progression of the portfolio for which it retained certain option rights on the development, manufacturing, and commercialization of anti-infective products. We recognized these amounts in other operating income when they were a direct reimbursement of costs. There is no underlying direct exchange of these services for this income and therefore a recognition as revenue is not suitable. The related expenses were recognized under R&D expenses until the agreement ended. 42 Table of Contents Other Operating Expenses In 2025, main components consisted of expenses related to the disposal of Just-EU Biologics SAS in December as well as one-off arbitration costs, including a lease contract of a building. In previous years, the largest contributor to other operating expenses were the internal and external costs associated with recovery from the cyber-attack which occurred in the second quarter of 2023. In addition, other operating expenses mainly included expenses that we recharge to our partners for specific projects, for example related to expenses for the ID Lyon agreement, which ended in 2023. These expenses include facility costs, consultancy expenses, personnel costs, and incidental wage costs; outsourced services, materials consumed and depreciation. The related income was recognized under other operating income. The external cyber-attack costs, the one-off arbitration costs as well as the Sandoz transaction are considered to be items that in magnitude, nature or occurrence would distort the presentation of the financial performance of the Group, as these are not deemed to be recurring costs. These costs are not expected to recur after 2025. Reorganization Costs Reorganization costs consists of all direct and incremental costs arising from a formal restructuring program, in accordance with IAS 37. Types of costs included are employee termination benefits, contract termination costs, consulting and legal fees directly associated with the program, as well as onerous contract obligations that arise from the program. Interest Income and Expenses Interest income consists of interest accrued or paid on cash deposits and short-term investments as well as other financial instruments. Interest expenses consist primarily of interest from our Euro denominated short-term and long-terms loans and promissory notes. A portion of our interest expenses is related to financing cost of our revolving credit facility, which was available until mid of the year. Interest expenses also arise from our lease obligations according to IFRS 16 and for the unwind of discounts of our earn-out liabilities. Measurement result from Investments Our measurement result from investments includes fair value adjustments for investments measured in accordance with IFRS 9. Share of the Result of Associates Accounted for Using the Equity Method Share of the result of associates accounted for using the equity method consists of our participation in the profits or losses generated as well as fair value differences, where applicable. Foreign Currency Exchange Gain (Loss), Net Our business and reported profitability are affected by fluctuations in foreign exchange rates mainly between the U.S. dollar, pound sterling and the Euro. A strengthening/weakening of these currencies as compared to each other and against other currencies, leads to foreign currency exchange gains or losses in our consolidated income statement. Tax Income (Expense) Tax income (expense) represents the tax charge or credit on our profit or loss for the year and includes both current and deferred taxation. Tax income (expense) is recognized in the income statement unless it relates to items recognized directly in equity when it is recognized through the statement of comprehensive income. Deferred tax income (expense) consists of the tax impact of tax loss carryforwards and temporary differences. In the future, we expect to continue to benefit from certain tax loss carryforwards as we have incurred negative income in certain group entities in the past, which is discussed in more detail under “Result of Operations—Income and deferred taxes” below. 43 Table of Contents Result of Operations The following table summarizes our consolidated statements of operations for each period presented: Years Ended December 31, 2025 2024 2023 (In € thousands) Revenues 788,373 796,967 781,426 Costs of revenue (674,152) (682,086) (606,375) Gross profit 114,221 114,881 175,051 R&D expenses (37,509) (50,857) (68,529) Selling, general and administrative expenses (175,970) (188,201) (169,610) Other operating income 65,599 52,700 64,793 Other operating expenses (21,924) (16,116) (44,202) Impairments — — (5,011) Reorganization costs (633) (54,930) — Operating income (loss) (56,217) (142,522) (47,507) Gain (loss) on investment in equity instruments reevaluation (677) (38,513) (9,143) Share of profit (loss) of associates and Joint ventures (1,085) (4,312) (20,752) Financial income 4,424 2,435 9,263 Financial expense (14,442) (11,699) (11,739) Other non-operating income (expense) (18,769) 636 (714) Net Income (loss) before taxes (86,766) (193,977) (80,593) Income taxes (16,751) (2,102) (3,320) Net income (loss) (103,517) (196,078) (83,913) Revenues Group revenues decreased by €8.6 million, or 1.1%, to €788.4 million in 2025 from €797.0 million in 2024. Revenues from milestones increased to €9.6 million in 2025 from €2.9 million in 2024. The decrease against the prior-year period was driven by lower revenue in the D&PD segment and unfavorable FX rates, mostly offset by the performance of the Just — Evotec Biologics segment, including the landmark transaction with Sandoz in Q4. While the overall CRO market in general showed some signs of recovering in 2025, the market for early-stage drug discovery companies, notably driven by continued low biotech funding, remained challenging. At constant FX rates, Group revenues grew by 1.7% to € 810.4 m. Revenues from fee-for-service and FTE-rate-based research services decreased by €124.5 million or 17%, to €612.9 million in 2025 from €737.4 million in 2024. Total revenues in the D&PD segment decreased by €82.5 million, or 13%, to €528.9 million in 2025 from €611.4 million in 2024. Revenues within JEB increased by €73.9 million, or 40%, to €259.4 million in 2025 (2024: €185.6 million). This growth was driven by further progression of the Sandoz partnership, including the licensing agreement in Q4, as well as strong growth in non-Sandoz and non-Department of War business. Notably, JEB saw a shift in revenue mix, with €115.0 million of total license revenues in 2025 (2024: €0 million) Costs of Revenue Costs of revenue decreased by €7.9 million, or -1.2%, to €674.2 million in 2025 from €682.1 million in 2024, which led to a group gross margin of 14.5% in 2025, compared with 14.4% in 2024. Within D&PD, costs of revenues decreased by €26.9 million year over year. While a portion of the cost reduction is driven by reduced revenue, further structural savings were realized via lower personnel expense and external spend. Gross margin decreased to 8.9% in 2025 from 16.7% in 2024. 44 Table of Contents The decrease in D&PD was partially offset by increase in cost of revenue in JEB, which increased by €19.1 million year over year to €192.2 million in 2025 compared to €173.1 million in 2024. This was primarily driven by the increased headcount and ramp-up of our J.POD facility in Toulouse, and headwinds from build up of the US operations in line with the previous CDMO business model. Throughout the year, incremental steps were taken to adjust the cost base for the new strategic asset-lighter business model, culminating in the sale of the Toulouse site and the subsequent removal of all associated costs. As a result, full year gross margin increased to 26.0% in 2025 from 7.3% in 2024. R&D Expenses In 2025, Evotec focused its research and development activities on platforms covering strategic opportunities, therapeutic area investments and segment innovation to strengthen underlying platforms. The strategic opportunities are in particular investments in platforms such as E.MPD, PanOmics, PanHunter, iPSC drug development, iPSC cell therapy and targeted protein degradation. These efforts support Evotec’s development of a long-term pipeline of assets and/or unique proprietary platforms. R&D expenses decreased by €13.3 million, or 26.2%, to €37.5 million in 2025 from €50.9 million in 2024, The decrease in R&D expenses represents a balance between strong investments in Evotec’s capabilities to improve efficiency and precision medicine platforms, and financial stewardship in a challenging macroeconomic environment. Partnered R&D expenses ended in 2023 with the completion of the previous Sanofi agreement, thus R&D Expense is synonymous with ‘Unpartnered R&D Expense’ starting 2024. Selling, General and Administrative Expenses The Group’s selling, general and administrative expenses (SG&A) decreased by €12.2 million, or -6.5%, to €176.0 million in 2025 from €188.2 million in 2024, mainly driven by lower consultancy, insurance and audit cost. Personnel-related expenses increased by €1.1 million, to €106.4 million in 2025 compared to €105.3 million in 2024. This development was primarily driven by higher headcount levels, particularly within the IT and Logistics functions. In contrast, recruitment expenses declined year-on-year from €2.0 million in 2024 to €1.0 million in 2025 - largely linked to the 2024 opening of JUST EU. Travel and training expenses also decreased by €0.6 million, from €2.9 million in 2024 to €2.3 million in 2025, supported by strengthened cost‑management measures. Consultancy, including outsourced service costs, decreased by €6.2 million to €20.6 million in 2025 vs. €26.8 million 2024, mainly driven by the IT organization. However, this reduction is partially mitigated by the increase in IT license costs, which rose by €1.7 million from €15.0 million in 2024 to €16.7 million in 2025. Insurance costs declined from €8.1 million in the previous year to €6.4 million in 2025. Audit and Tax expenses decreased by €1.6 million to €7.3 million in 2025 from €8.9 million in 2024. Impairment of Intangible Assets and Goodwill In 2025 as well as 2024, there were no impairment of intangible assets recognized. Furthermore, there were no impairment losses from goodwill in either 2025 or 2024. Other Operating Income Other operating income amounted to €65.6 million in 2025 compared to income of €52.7 million for 2024. R&D tax credits were mainly recognized in France for the Toulouse and Lyon sites, the UK and Italy, resulting in overall R&D tax credit-related other operating income of €41.6 million (2024: €46.9 million). Furthermore, as of December 30, 2025, the sale of one of our associated investments, Dark Blue, has been finalized, producing other operating income totaling €12.1 million. In 2025, Evotec received an insurance reimbursement for cyber-attack related expenses of €7.5 million. Other Operating Expenses Other operating expense amounted to €21.9 million in 2025, which represents an increase from €16.1 million in 2024. 45 Table of Contents This increase was predominantly driven by €10.2 million expenses related to the Sandoz transaction as well as €5.0 million in one-off arbitration costs, including for a lease contract of a building. At the same time, Evotec incurred lower cyber-attack related costs, with expenses decreasing from €8.6 million in 2024 to €1.7 million in 2025. The external cyber-attack costs, the one-off arbitration costs as well as the Sandoz (SPA) transaction are considered to be items that in magnitude, nature or occurrence would distort the presentation of the financial performance of the Group, as these are not deemed to be recurring costs. These costs are not expected to recur after 2025. Reorganization Costs In 2024, Evotec faced significant organizational changes and a challenging market environment. During the year the management announced a priority reset, a restructuring program with significant impacts ranging from headcounts reduction to the optimization of the Group’s overall real estate footprint (either leased or owned) and to the sale and discontinuation of certain business lines. The direct expenditures arising from the program (necessarily entailed by the restructuring and not associated with the ongoing activities) totalled €54.9 million and included, employee costs, footprint optimization initiatives, cost to sell Evotec DS GmbH, and other direct costs. In 2025, this program was completed, resulting in the release of the remaining accrual that was partly offset by consultancy expenses amounting to €(0.6) million in total. Interest Income Interest income increased by €2.0 million, or 81.7%, to €4.4 million in 2025 from €2.4 million in 2024 primarily driven by targeted initiatives to optimize interest returns on the company’s liquidity position, which more than offset the impact of short‑term interest rate reductions by central banks. Interest Expense Interest expense amounted to €14.4 million in 2025 versus €11.7 million in 2024. Measurement result from Investments Measurement result from investments increased by €37.8 million, to € (0.7) million in 2025 from € (38.5) million in 2024. The 2025 result was affected by revaluation of our holdings in Aeovian Pharmaceuticals of € 3,500k and Tubulis GmbH of € 1,597k, offset by a valuation decrease in € (1,140)k Curie Bio Seed Fund I LP. Prior year result was affected by a revaluation of our Recursion Pharmaceuticals, Inc (formerly Exscientia Ltd.) shares of €(12.0) million prior to disposal, and further fair value adjustments to our holdings in Blacksmith Medicines Inc. €(9.9) million, and Immunitas Therapeutics Inc. €(5.5) million. Share of the Result of Associates Accounted for using the Equity Method and Impairment of Financial Assets Share of the loss and impairment in connection with associates accounted for using the equity method decreased by €3.2 million, or 75%, to € (1.1) million in 2025 from € (4.3) million in 2024. Other non-operating income (expense) Other non-operating income (expense) relates substantially to foreign exchange gains and losses. Foreign exchange losses amounted to €17.6 million (2024: € 4.4 million), mostly due to the strengthening of EUR vs USD from 1.0389 as per December 31, 2024 to 1.175 as per December 31, 2025 which resulted in a revaluation in particular of the USD denominated cash and receivables after conversion in EUR. 46 Table of Contents Current tax expense and Deferred Taxes Total tax income (expense) amounted to € (16.8) million for 2025, versus € (2.1) million in 2024. Thereof, Evotec recorded current income taxes of € (2.1) million (2024: € (7.4) million). The decrease in current income tax expense compared to the prior year is primarily attributable to lower CIT provisions recognized in 2025, especially in Evotec UK, as well as a reduced impact from adjustments related to uncertain tax positions, which had a more significant effect on the 2024 current tax expense (2025: € 0.0 million, 2024:.€ (3.2) million). Deferred tax income (expense) amounted to € (14.7) million for 2025 versus € 5.3 million in 2024, mainly driven by the deconsolidation of JUST EU, the impairment of deferred tax assets on tax loss carry forwards in UK and France, the consumption of tax loss carry forwards in UK and the change in various other temporary differences. Operating Results by Segments The following tables detail our segment Revenues and Operating income for the years ended December 31, 2025, 2024 and 2023 for each segment: Year ended December 31, 2025 Discovery & Preclinical Just-Evotec Intersegment (In € thousands) Development Biologics elimination Evotec Group Revenues 528,930 259,443 0 788,373 Operating income (loss) (74,482) 18,265 — (56,217) Year ended December 31, 2024 Discovery & Preclinical Just-Evotec Intersegment (In € thousands) Development Biologics elimination Evotec Group Revenues 611,394 185,573 — 796,967 Operating income (loss) (126,170) (16,353) — (142,522) Year ended December 31, 2023 Discovery & Preclinical Just-Evotec Intersegment (In € thousands) Development Biologics elimination Evotec Group Revenues 672,977 108,449 — 781,426 Operating income (loss) (8,122) (39,385) — (47,507) For a segment revenue analysis see “—Revenues.” Segment operating loss within D&PD decreased by €51.7 million, to €(74.5) million for the year ended December 31, 2025, from €(126.2) million for the year ended December 31, 2024 primarily driven by the nonrecurrence of the reorganization expense in 2025. Gross profit amounted to €46.8 million in 2025 (2024 €102.2 million). Selling, and general administrative expenses amounted to €133.2 million and decreased by €25.7 million. R&D expenses decreased to €37.5 million in 2025 from €51.1 million in 2024. In addition, other operating income increased by €11.6 million due the sale of one of our At-Equities Investments, Dark Blue and receipt of cyber insurance reimbursement, and other operating expenses decreased by €2.6 million. Segment operating income within JEB amounted to €18.3 million for the year ended December 31, 2025. This equals an increase of €34.6 million versus prior year and was primarily driven by higher revenue of €73.9 million. Gross profit amounted to €67.4 million, an increase of €53.9 million versus 2024. Selling, general and administrative expenses increased by €13.4 million driven by higher headcount and corporate cost allocations. Other operating income and expenses (net) decreased by €7.1 million driven by costs related to the Sandoz transaction. 47 Table of Contents The following table provides the reconciliation of segment Operating income (loss) to Segment Adjusted EBITDA for the periods presented below: Year ended December 31, 2025 Year ended December 31, 2024 Year ended December 31, 2023 Discovery & Discovery & Discovery & Preclinical Just-Evotec Preclinical Just-Evotec Preclinical Just-Evotec (In € thousands) Development Biologics Development Biologics Development Biologics Operating income (loss) (74,482) 18,265 (126,170) (16,353) (8,122) (39,385) Depreciation of tangible assets 65,291 24,707 70,753 24,404 64,349 21,685 Amortization of intangible assets 9,478 — 6,484 — 6,946 — EBITDA 287 42,972 (48,933) 8,051 63,173 (17,700) Impairment of intangible assets — — — — (108) 5,119 Impairment of goodwill — — — — — — Change in contingent consideration (earn-out) — — (158) — — — Reorganization costs 633 — 54,179 751 — — External cyber-related costs, net of reimbursements (5,820) — 7,608 1,067 15,379 489 One-off arbitration costs 4,985 — — — — — (Income) / Expenses related to the disposal of Just - Evotec Biologics EU SAS — 10,211 — — — — (Income) / Expenses related to the disposal of associate companies (12,125) — — — — — Segment Adjusted EBITDA (1) (12,039) 53,183 12,696 9,869 78,444 (12,092) The following tables detail our Segment Adjusted EBITDA for the years ended December 31, 2025, 2024, and 2023 for each segment: Year ended December 31, 2025 Discovery & Preclinical (In € thousands) Development Just-Evotec Biologics Evotec Group Segment Adjusted EBITDA (1) (12,039) 53,183 41,145 Year ended December 31, 2024 Discovery & Preclinical (In € thousands) Development Just-Evotec Biologics Evotec Group Segment Adjusted EBITDA (1) 12,695 9,868 22,564 Year ended December 31, 2023 Discovery & Preclinical (In € thousands) Development Just-Evotec Biologics Evotec Group Segment Adjusted EBITDA (1) 78,444 (12,092) 66,353 (1) Segment Adjusted EBITDA is a non-GAAP measure and is defined as segment operating income adjusted for depreciation and amortization of intangibles, impairments on goodwill and other intangible and tangible assets and change in contingent consideration (earn-out), as well as other items that in magnitude, nature or occurrence would distort the presentation of the financial performance of Evotec. For a reconciliation of Adjusted EBITDA to net income (loss) on a group level see “—Key Performance Metrics and Non-IFRS Measures—Adjusted EBITDA. Segment Adjusted EBITDA is reconciled to segment operating income because certain items, including taxes and interest, are only accounted for on a group-wide basis and cannot be tracked on a segment basis. Segment operating income/(loss) is the most directly comparable financial measure calculated and presented in accordance with IFRS-IASB. Segment Adjusted EBITDA in the D&PD segment decreased by €24.7 million, or 195%, to €(12.0) million in 2025 from €12.7 million in 2024, primarily driven by lower revenues on a rather stable cost base. 48 Table of Contents Segment Adjusted EBITDA in JEB increased by €43.3 million, or 439% to €53.2 million in 2025 compared to €9.9 million in 2024 driven by increased revenues, change in revenue mix towards more licensing deals, and a comparably lower increase of costs. Key Performance Metrics and Non-IFRS Measures We review several key performance metrics and non-IFRS measures to assess the progress of our business, make decisions about where to allocate time and investments and assess the near-term and longer-term performance of our business. The measures set forth below should be considered in addition to, not as a substitute for or in isolation from, our financial results prepared in accordance with IFRS. The following table sets forth these metrics as of and for the periods presented: Years Ended December 31, 2025 2024 2023 (In thousands, except number of customers, number of customers > €1 million revenue, repeat business) Revenues 788,373 796,967 781,426 Unpartnered R&D expenses (37,509) (50,857) (64,818) Net income (loss) (103,517) (196,078) (83,913) Adjusted EBITDA 41,145 22,564 66,352 Number of customers 735 849 838 Number of customers > €1 million revenue 74 109 102 Annual repeat business 90 % 94 % 93 % Revenues Revenue is generated through each of Evotec’s collaboration arrangements dependable on the nature of contract with Evotec’s customers, the (co-)ownership of the IP and the stage of the project. Revenues are recognized from partners owning the IP and includes mainly fee-for-service and FTE-rate based arrangements. In addition to FTE-based revenues other revenues are generated from milestones, royalties, licenses and material recharges. Our revenues were €788.4 million and €797.0 million in 2025 and 2024, respectively. Thereof, €11.3 million and €14.4 million in 2025 and 2024 are related to private grants. Unpartnered R&D Expenses Evotec’s unpartnered R&D expenses comprise expenses incurred in connection with its in-house discovery platforms and developing new pipeline assets as well as overhead expenses. From 2024 onwards, all R&D expenses are considered “unpartnered”. Our R&D expenses were €37.5 million and €50.9 million in 2025 and 2024, respectively. Net Income (Loss) Our net result increased by €92.6 million, or 47.2%, to €(103.5) million in 2025 from €(196.1) million in 2024. The improvement was primarily driven by the one-off reorganization costs of € (54.9) m in 2024 that did not re-occur in 2025 as well as by structural cost savings offset by lower revenues in the D&PD segment, and lower impairments on our EvoEquity portfolio versus 2024 (2025: € 0.7 m; 2024: € 38.5 m). Adjusted EBITDA Adjusted Group EBITDA is defined as net income (loss) adjusted for interest, taxes, depreciation and amortization of intangibles, impairments on goodwill and other intangible and tangible assets, total non-operating results, change in contingent consideration (earn-out) and items that in magnitude, nature or occurrence would distort the presentation of the financial performance of the Group. Adjusted EBITDA is a non-IFRS measure presented as a supplemental measure of our performance. Adjusted EBITDA should not be considered as an alternative to net income as a measure of financial performance. Adjusted EBITDA is presented because it is a key metric used by our Management Board to assess our financial performance. Management believes Adjusted EBITDA is an appropriate measure of operating performance because it eliminates the impact of expenses that do not relate directly to the performance of the underlying business. Our definition of this non-IFRS financial measure may not be comparable to similarly titled measures of other companies, thereby, reducing the usefulness of our Adjusted EBITDA as a tool for comparison. 49 Table of Contents Adjusted EBITDA increased by €18.6 million, or 82%, to €41.1 million in 2025 from €22.6 million in 2024. The following table provides the reconciliation of net income (loss) to Adjusted EBITDA for the periods presented below: Years Ended December 31, (In € thousands) 2025 2024 2023 Net income (loss) (103,517) (196,078) (83,913) Interest expense (net) 10,018 9,264 2,476 Tax expense 16,751 2,102 3,320 Depreciation of tangible assets 89,998 95,157 86,034 Amortization of intangible assets 9,478 6,484 6,946 EBITDA 22,729 (83,072) 14,863 Impairment of intangible assets 0 0 5,011 Loss on investment in financial instruments revaluation 677 38,513 9,143 Share of loss and revaluation of at-equity investments 1,085 4,312 20,752 Foreign currency exchange loss (gain), net 17,564 (4,369) 2,523 Other non-operating loss (income), net 1,205 3,733 (1,809) External cyber-related costs, net of reimbursements (5,820) 8,674 15,869 Reorganization costs 633 54,930 0 Change in contingent consideration (earn-out) 0 (158) 0 One-off arbitration costs 4,985 0 0 (Income) / Expenses related to the disposal of Just - Evotec Biologics EU SAS 10,211 0 0 (Income) / Expenses related to the disposal of associate companies (12,125) 0 0 Adjusted EBITDA 41,145 22,564 66,352 Number of Customers Evotec worked with 735 customers in 2025 (2024: 849; 2023: 838) This number confirms the broad range of our drug discovery services and is in line with our strategy to focus on higher value segments and integrated deals. During 2025, 225 new customers were added compared to 292 in 2024 (2023: 298) An entity with multiple subsidiaries, segments, or divisions is defined and counted as one single customer, even if Evotec has separate agreements with multiple subsidiaries, segments, or divisions that are part of the same entity. Number of Customers Who Contributed More Than €1 million to Our Revenue The number of customers who contributed more than €1 million to our revenue was 74 and 109 in 2025 and 2024, respectively (2023:102). Evotec’s largest three customers by revenue collectively accounted for 43% of revenues from contracts with customers in 2025. In 2024 and 2023, Evotec’s three largest customers by revenue contributed 38% and 35% to our revenues, respectively. Bristol Meyers Squibb (BMS) and Sandoz account for more than 10% of group revenues, individually (as in 2024). There is no other single customer that accounts for more than 10% of the group revenue. In 2023 only BMS accounted for more than 10%. Repeat Business We define annual repeat business as the percentage of revenues with customers who have purchased products and services from us at least once in both the current year and the previous year. We review repeat business on a yearly basis. Repeat business was 90% and 94% in 2025 and 2024, respectively (2023: 93%). We believe our significant amount of repeat business is primarily due to our ability to achieve success and high satisfaction of our partners and customers. The extent to which we generate repeat business from our customers will be an important factor in our continued revenue growth. 50 Table of Contents B. Liquidity and capital resources. We have historically funded our operations primarily through cash received in the ongoing operation of our business, from equity financing through private placements, and from the issuance of promissory notes or of bank debt. As of December 31, 2025, the company had no outstanding undrawn credit lines. Cash and cash equivalents are invested in accordance with our investment and risk policy, primarily with a view to maintaining flexibility, liquidity, and capital preservation, and consist primarily of cash in banks and on hand, fixed deposits, money market funds, and short-term deposits with an original maturity of three months or less. As of December 31, 2025, we had cash and cash equivalents of €418.5 million and short-term investments (corporate bonds and long term deposits) of €57.9 million. As of December 31, 2025, 71% of our cash, cash equivalents and investments were held in Germany, of which 93% and 6% were in Euros and U.S. dollars, respectively. 29% of our cash, cash equivalents and investments were held outside of Germany, of which 32% was held in France and Italy, mainly in Euros and U.S. dollars, 29% was held in the UK mainly in pound sterling and U.S. dollars, 48% in the United States, mainly in U.S. dollars. The promissory notes issued in June 2019 aggregated to a principal amount of €250.0 million. The promissory notes have fixed and variable interest rates and have three, five, seven, and 10-year maturities. The three-year tranches of €35.0 million was repaid as scheduled in June 2022 and the five-year tranches of €108.5 million have been repaid upon maturity in June 2024. The outstanding amount of promissory notes as per December 31, 2025 amounts to €106.5 million. Based on the Company’s strategy to better monetize its technology and transitioning to an asset-lighter business model, we announced in November 2025 the sale of 100% of the shares in Just - Evotec Biologics EU SAS together with several related agreements to Sandoz, which increased our liquidity position upon closing of the transaction in December 2025. Direct external financing facilities or those directly allocated to Just - Evotec Biologics EU SAS by Banque publique d’investissement (“Bpifrance”) of €6.2 million, Occitane of €0.3 million and EIB of €40.6 million were included, repaid or canceled as a component of this transaction. In July 2025, the Company terminated its €250 million senior secured revolving credit facility. The facility was no longer aligned with the Company’s evolving funding strategy. Evotec may adjust the timing of its funding activities as its operating plan evolves, including the possibility of seeking additional resources earlier than previously anticipated through various available options. Even though the Company believes its current liquidity is adequate for its operating plans, it may still pursue incremental funding to enhance financial flexibility or to support strategic initiatives. EIB Loans In 2017, we signed a financing agreement with a line of credit amounting up to €75 million with the EIB. Under the agreement, the total amount was provided in various tranches from 2017 until 2020. The final tranche was drawn in September 2020. Each tranche carries a fixed interest rate of 1.6%. Such interest is due and payable semi-annual or where a tranche is canceled or prepaid. The maturity date for each tranche is seven years from the respective disbursement date of the relevant tranche. The financing agreement includes a success share, which is paid as a percentage of future proceeds from the R&D projects for the years 2025 to 2030 and equity investments if these succeed for the period until 2030. As of December 31, 2025, total outstanding amount under this loan facility is € 42.2 million. In December 2022, we signed a second financing agreement with the EIB. This line of credit amounts up to €150 million. Under this agreement, the total amount was provided in various tranches from 2023 until 2025. Each tranche carries a fixed interest rate of 0.8%. Such interest is due and payable semi-annually or where a tranche is prepaid. The maturity date for each tranche is seven years from the respective disbursement date of the relevant tranche. As of December 31, 2025, we have drawn a total amount of € 137.3 million in three tranches. Parts of the Sandoz proceeds have been used to deleverage € 27.9 million under this facility. Moreover, as a result of a mutual agreement between Evotec and EIB, an amount of € 12.7 million under this facility has been cancelled. As of December 31, 2025, total outstanding amount under this loan facility is € 109.4 million. The financing agreement also includes a success share, which is paid as a percentage of future proceeds from the R&D projects for the years 2028 to 2037 and equity investments if these succeed until 2037. 51 Table of Contents R&D Innovation Financing Our R&D innovation financing loans entered into in 2019 and 2021 with a nominal amount of €29.0 million bear interests at a weighted average fixed interest rate of 1.36%. Final maturity of all four tranches is ranging from 2025 to 2031. The R&D innovation financing relates to individual R&D projects that were financed by IKB Deutsche Industriebank AG through Kreditanstalt für Wiederaufbau (“KfW”). All four tranches are amortizing with quarterly installments. As of December 31, 2025, the outstanding amount was € 16.9 million. Evotec maintains the following two unsecured research loans with total commitment of €1.0 million at the end of 2025. ● €0.5 million loan from Sanfelice 1893 Banco Popolare with a variable interest rate of 4.50% and final maturity in May 2027. Amount outstanding as per December 31, 2025 is €0.2 million. ● €0.5 million loan from Banco BPM S.p.A., with a fixed interest rate of 1.30% and final maturity in November 2026. Amount outstanding as per December 31, 2025 is €0.1 million. Loan Maturities Years Ended December 31, (In € thousands) 2025 2024 2023 Less than one year 81,280 21,081 128,513 Between one and five years 150,526 170,003 152,464 More than five years 44,597 96,472 155,092 Total 276,403 287,556 436,070 Other Contractual Obligations and Commitments Our contractual obligations, other than the financing agreements and related interest rate swaps detailed in the “Liquidity and CapEx” section, consist mainly of lease obligations capitalized under IFRS 16. Lease obligations are our future minimum commitments under lease agreements within the scope of IFRS 16 and are reflected on the balance sheet in our audited consolidated financial statements included elsewhere in this annual report. Lease agreements, which were not recognized in accordance with the exemptions in IFRS 16, are not material and therefore not presented here. In addition, we regularly enter several smaller contractual obligations related to our operations or facilities, such as the supply of inventories, power supply and insurance. Our other contractual obligations as of December 31, 2025 are approximately €112.3 million. For a full overview of other contractual obligations and commitments, please refer to Note 19 to the Financial Statements. We license or acquire certain third-party IP to utilize in our business. Under these agreements, we are required to pay milestones, dependent on development progress and/or royalties and milestones dependent on present and future net income or on sublicensing fees received from third parties. However, it is not possible to predict the maximum potential number of future payments under these agreements due to the conditional nature of our obligations and the unique facts and circumstances involved in each agreement. There are no off-balance sheet obligations other than those disclosed above. CapEx Capital expenditure decreased significantly as planned to €(72.5) million in 2025 (2024: €(117.5) million). This reduction is mainly attributable to lower investments in JEB, which declined to €(48.0) million compared to €(92.6) million in 2024, largely due to the completion of the J.POD2 facility in Toulouse. The D&PD segment recorded investments of €(16.0) million in 2025 (2024: €(24.9) million), focusing on strategic investments, facility improvements and replacement initiatives to ensure the highest standards of technology and infrastructure for scientific operations. Depreciation of property, plant and equipment amounted to €90.0 million compared to €95.1 million in 2024, mainly driven by the above-mentioned lower investments. Of this amount, €19.7 million can be attributed to right-of-use assets (2024: €21.5 million). 52 Table of Contents Comparative Cash Flows The following table summarizes the primary sources and uses of cash for each period presented: Year Ended December 31, (In € thousands) 2025 2024 2023 Net cash flows provided by (used in): Operating activities (9,179) 18,220 36,439 Investing activities 171,591 (71,187) (13,291) Financing activities (37,630) (161,421) 71,963 Total cash inflow / (outflow) 124,782 (214,388) 95,111 Cash Flow from Operating Activities Net cash flows from operating activities are primarily derived from partnered projects and the sale of products and services rendered, including sale of intellectual property. Our cash flows from operating activities are significantly influenced by our use of cash for operating expenses and working capital to support the business. For the fiscal year ended December 31, 2025, operating activities used €(9.2) million in cash and cash equivalents. The main components of cash flow from operating activities include the net loss of €(103.5) million, offset by non-cash charges of €140.4 million, which included depreciation and amortization of €99.5 million, income tax expenses of € €16.8 million and Gain on investment in financial instruments reevaluation of €(2.1) million. Further, the changes in net working capital amounted to €(60.8) million. For the fiscal year ended December 31, 2024, operating activities generated €18.2 million in cash and cash equivalents. Net Loss amounted to €(196.1) million, after consideration of non-cash charges of €206.4 million. The non-cash charges included depreciation and amortization of €101.6 million, loss on investment in financial instruments reevaluation of €39.5 million and Share of loss (profit) and reevaluation of at-equity investments of €4.3 million. Further, the changes in net working capital amounted to €(68.2) million Cash Flow from Investing Activities During the year ended December 31, 2025, cash generated from investing activities amounted to €171.6 million which consisted of purchases of investments in associated companies and other long-term investments of €(14.0) million, divestment of affiliated companies of €222.3 million, sale of investment in Dark Blue Therapeutics Ltd. of €11.3 million, purchases of property, plant and equipment in the amount of €72.5 million, €32.0 million of proceeds from the sale of current investments and purchase of intangible assets and capitalization of development expenditures of €(10.1) million. During the year ended December 31, 2024, cash used in investing activities amounted to €71.2 million which consisted of purchases of short-term investments in the amount of €29.4 million, purchases of investments in associated companies and other long-term investments of €(15.1) million, divestment of affiliated companies of €(11.5) million, sale of investment in Recursion Pharmaceuticals, Inc. of €69.4 million, purchases of property, plant and equipment in the amount of €117.5 million (including in respect of €92.6 million invested in Just – Evotec Biologics) and €35.7 million of proceeds from the sale of current investments, purchase of intangible assets and capitalization of development expenditures of €(14.8) million, as well as proceeds from the sale of property, plant and equipment of €2.0 million. Cash Flow from Financing Activities Our primary financing activities consist of issuances of share capital, proceeds from/payments of bank loans and payments of finance lease liabilities. Net cash used in 2025 in financing activities for the year ended December 31, 2025 was €(37.6) million which consisted of €(49.7) million in bank loan repayments and €(23.6) million in lease obligation repayments. The repayment of loans included mainly the repayment of revolving credit lines. Proceeds from loans amounted to €44.0 million. 53 Table of Contents Net cash provided in 2024 in financing activities for the year ended December 31, 2024 was €(161.4) million which consisted of R&D and investment financing of €(128.8) million, and €(24.1) million lease obligation repayments. The repayment of loans included mainly the repayment of revolving credit lines. Proceeds from loans amounted to €0.9 million, while proceeds from option exercise totaled to €0.4 million. C. R&D, patents and licenses, etc. [See Item 4 “Business Overview” and “Operating and Financial Review and Prospects—A. Operating Results” in this Item 5.] D. Trend information. See the description of “Operating Results” in this Item 5 within this annual report. E. Critical Accounting Estimates. The consolidated financial statements have been prepared in accordance with IFRS and its interpretations as issued by the IASB. For a discussion of our significant accounting policies and other estimates, please see “Summary of significant accounting policies” in note 2 in the notes to our consolidated financial statements included in this annual report.