Annual Report as of December 2025 (Courtesy English Translation)

2025

ANNUAL REPORT

AS OF 31 DECEMBER 2025

Table of Contents (COURTESY ENGLISH TRANSLATION)

Group Data and Information for Shareholders 1

Corporate Bodies 2

Philogen: Introduction to the Group 3

1. History 3

2. The Group's Strategy 5

3. Intellectual Property 6

Macroeconomic Context 8

Philogen Stock Performance 9

Management Report 13

Introduction 14

1. Information on the Group 14

2. Research and Development Activities 15

3. Scientific developments during the fiscal year 15

   1. Summary of development and GMP activities carried out during the fiscal year 15

4. Significant events during the fiscal year 19

   1. License Agreement Between Subsidiary Philochem AG and RayzeBio 19

   2. Update on the marketing authorization application for Nidlegy™ 19

   3. Internal Dealing Transactions 19

   4. Purchase of treasury shares 20

   5. Compensation policy 21

   6. Appointment of the Board of Directors and Board Committees 22

   7. Relations with the Internal Revenue Service 23

   8. 2025 Sustainability Report 23

5. Financial and Balance Sheet Results of the Group and the Parent Company 24

   1. Income Statement 24

   2. Balance Sheet 26

   3. Alternative Performance Measures 27

   4. Performance of the Parent Company 29

   5. Reconciliation of the Parent Company's Equity and Net Income with the Group 32

6. Procedures and Relationships with Related Parties 32

7. Organization, Management, and Control Model pursuant to Legislative Decree 231/2001 and Whistleblowing Procedure 32

8. Information on Corporate Governance and Ownership Structure 32

9. Risk Assessment 33

10. Management and Coordination Activities 34

11. Branch offices 34

12. Key Risks and Uncertainties 34

    1. Strategic and operational risks 34

13. Environmental and Occupational Safety Disclosure 36

14. Environmental Responsibility and Climate Change 36

15. Disclosures regarding personnel 38

16. Protection of Information and Personal Data 40

17. Significant events following the end of the fiscal year 41

18. Outlook 41

Proposed appropriation of net income as of December 31, 2025 46

Consolidated Financial Statements 48

Consolidated Statement of Comprehensive Income 49

Consolidated Statement of Comprehensive Income 50

Consolidated Statement of Financial Position 51

Statement of Changes in Consolidated Equity 52

Consolidated Statement of Cash Flows 53

Notes to the Consolidated Financial Statements 54

Basis of Preparation 54

1. Introduction 54

2. Entity Preparing the Consolidated Financial Statements 54

3. Basis of preparation 54

4. Segment reporting 55

   Income Statement 56

5. Revenues and income 56

6. Operating expenses 58

7. Financial income and expenses 60

8. Taxes 61

9. Earnings/(Loss) per Share 63

   Assets 63

10. Property, plant, and equipment 63

11. Intangible assets 64

12. Right-of-use assets and lease liabilities 65

13. Inventories 66

14. Contract assets and liabilities 67

15. Trade receivables 67

16. Tax receivables and payables 68

17. Other current financial assets 69

18. Other current assets 70

19. Cash and cash equivalents 70

    Equity and liabilities 71

20. Equity 71

21. Employee benefits 73

22. Current and non-current financial liabilities 75

23. Trade payables 75

24. Other current and non-current liabilities 76

    Other information 76

25. Commitments 76

26. Information pursuant to Article 1, paragraph 125 of Law No. 124/2017 77

27. Share-based payment incentive plan 78

28. Disclosure on financial risks 81

29. Disclosure on financial instruments 84

30. Related Parties 85

    Accounting principles 87

31. Valuation Criteria 87

32. Key Accounting Principles 88

Disclosure pursuant to Article 149-duodecies of the Issuers' Regulations 104

Certification of the consolidated financial statements pursuant to Article 81-ter of Consob Regulation No. 11971 of May 14, 1999, as amended and supplemented by Legislative Decree No. 58 of February 24, 1998 105

Financial Statements 106

Statement of Comprehensive Income 107

Statement of Comprehensive Income 108

Statement of Financial Position 109

Statement of Changes in Equity 110

Statement of Cash Flows 111

Notes to the Financial Statements as of December 31, 2025 112

Basis of Preparation 112

1. Introduction 112

2. Entity Preparing the Financial Statements 112

3. Basis of preparation 112

4. Segment reporting 113

   Income Statement 114

5. Revenues and income 114

6. Operating expenses 115

7. Financial income and expenses 118

8. Income from equity investments 118

9. Taxes 119

10. Earnings/(loss) per share 120

    Assets 121

11. Property, plant, and equipment 121

12. Intangible assets 122

13. Right-of-use assets and lease liabilities 123

14. Equity investments 124

15. Inventories 125

16. Contract assets and liabilities 125

17. Trade receivables 126

18. Tax receivables and payables 127

19. Other current financial assets 128

20. Other current assets 129

21. Cash and cash equivalents 129

    Equity and liabilities 129

22. Equity 129

23. Employee benefits 132

24. Current and non-current financial liabilities 133

25. Trade payables 134

26. Other current and non-current liabilities 135

    Other information 135

27. Commitments 135

28. Information pursuant to Article 1, paragraph 125, of Law No. 124/2017 135

29. Share-based incentive plan 137

30. Financial Risk Disclosure 140

31. Disclosure on financial instruments 142

32. Related Parties 144

33. Significant events after the end of the fiscal year 146

    Proposed appropriation of net income as of December 31, 2025 147

    Accounting Principles 148

34. Valuation Criteria 148

35. Principal accounting principles 148

Disclosure pursuant to Article 149-duodecies of the Issuers' Regulations 165

Certification of the financial statements pursuant to Article 154-bis of Legislative Decree 58/98 166

Philogen S.p.A.

Registered office: Piazza La Lizza No. 7, 53100 Siena Branch offices:

Local Unit No. SI/2 11 Via Montarioso, Monteriggioni, 53035 Siena

Local Unit No. SI/5 35 Bellaria, Sovicille, 53018 Siena Arezzo-Siena Business Registry:

VAT No./Tax ID 00893990523

REA SI-98772

Share Capital: €5,731,226.64 fully paid-in

Borsa Italiana ticker symbol: PHIL

ISIN for common shares: IT0005373789

ISIN for multiple voting rights: IT0005373821

LEI code: 81560009EA1577917768

Shares: 40,611,111

Philochem AG

Registered Office: Libernstrasse 3, 8112 Otelfingen, Switzerland

Commercial Register: No. CH-020.3.030.226-7

VAT ID: VAT No.: CHE-113181.443

Share Capital: CHF 5,051,000

Investor Relations

Email: IR@philogen.com - Dr. Emanuele Puca, PhD

Website

https://www.philogen.com

Board of Directors

The Board of Directors, appointed by the Shareholders' Meeting of April 29, 2025, will remain in office for the three-year period 2025-2027, until the approval of the financial statements as of December 31, 2027.

• Executive Chairman(*) Dr. Duccio Neri

• Chief Executive Officer(*) Prof. Dario Neri

• Managing Director(*) Dr. Giovanni Neri

• Director Dr. Sergio Gianfranco Dompé

• Director Dr. Nathalie Dompé

• Director Dr. Leopoldo Zambeletti

• Director Dr. Chiara Falciani

• Director Avv. Patrizia Sacchi

• Director Avv. Flavia Scarpellini

• Director(**)/(***)Avv. Marta Bavasso

  (*)Executive Director.

  (**)Independent director pursuant to Article 147-ter, paragraph 4 of the Consolidated Law on Finance (TUF) and Article 2 of the Corporate Governance Code

  (***)Lead Independent Director.

  Board of Statutory Auditors

• Chairman Dr. Maurizio Di Marcotullio

• Standing Auditor: Dr. Pierluigi Matteoni

• Standing Auditor: Dr. Alessandra Pinzuti

• Alternate Auditor: Dr. Roberto Bonini

• Alternate Auditor: Dr. Nadia Fontana

  Auditing Firm

  KPMG S.p.A.

  Manager Responsible for the Preparation of Corporate Financial Statements

  Ms. Laura Baldi, Chief Financial Officer, Certified Public Accountant and Statutory Auditor.

  Supervisory Body

  The single-member Supervisory Body (SB), appointed by resolution of the Board of Directors on April 29, 2025, for the three-year period 2025-2027, consists of Marco Tanini. The SB will remain in office until the end of the current Board of Directors' term and will be appointed by the incoming Board.

  Control, Risk, and Sustainability Committee(*)

• Marta Bavasso (Chair) (**)/(***)

• Chiara Falciani (**)

• Patrizia Sacchi

  (*)This Committee also serves as the Related Party Transactions Committee.

  (**)Independent director pursuant to Article 147-ter, paragraph 4 of the Consolidated Law on Finance (TUF) and Article 2 of the Corporate Governance Code.

  (***)Lead Independent Director.

  Nomination and Compensation Committee

• Marta Bavasso (Chair) (*)/(**)

• Chiara Falciani (*)

• Patrizia Sacchi

(*)This Committee also serves as the Related-Party Transactions Committee.

(**)Independent director pursuant to Article 147-ter, paragraph 4 of the Consolidated Law on Finance (TUF) and Article 2 of the Corporate Governance Code.

(***)Lead Independent Director.

1. ‌History

   Philogen ("the Group" or "the Company"), listed on the Mercato Telematico Azionario ("EXM") managed by Borsa Italiana (Reuters: PHIL) as of March 3, 2021, is an Italian-Swiss company founded in 1996, operating in the biotechnology sector and specializing in the research and development of drugs for the treatment of highly lethal diseases. In particular, the Group is a leader in the identification of high-affinity ligands (human monoclonal antibodies and small organic molecules) for tumor antigens (i.e., proteins expressed in tumors but not in healthy tissues). These ligands are primarily used to selectively deliver an active agent (e.g., cytokines, radionuclides, cytotoxic agents) to the diseased area. The Group's focus is primarily on the development of oncology drugs, although the company has also advanced products for the treatment of chronic inflammatory diseases into clinical trials.

   In recent years, Philogen has consolidated and expanded its pipeline, both by bringing new drugs into clinical trials and by initiating experimental studies in new indications with products already in development. As of the date of this Report, the Group maintains a diversified pipeline thanks to the conduct of numerous Phase II and III registration studies. In particular, Nidlegy™ and Fibromun are the subject of international Phase III clinical trials.

   The Group has access to a research and development facility in Zurich, through its subsidiary, where new experimental drugs are discovered. The most promising candidates (in terms of biochemical characteristics, safety, and efficacy based on preclinical tumor models) are subsequently transferred to Siena, where they are manufactured at the Company's GMP (Good Manufacturing Practice) facilities.

   As of today, the Philogen Group has two GMP manufacturing facilities located in the province of Siena, both authorized by the Italian Medicines Agency (AIFA).

   The Montarioso site is authorized to manufacture investigational medicinal products and also holds GMP compliance certification and authorization for the production/import of active pharmaceutical ingredients. The Rosia site is authorized to manufacture sterile products for clinical and commercial use and also holds authorization for the production/import of active pharmaceutical ingredients for the same purposes.

   This structure enables the Group to operate through a manufacturing infrastructure capable of supporting both clinical and commercial activities.

   Specifically:

   • Montarioso: AIFA authorization (GMP MED) dated February 13, 2024, for the production of investigational medicinal products (IMP), No. aM-29/2024.

   • Montarioso: GMP certificate of compliance issued by AIFA (GMP MED) on February 13, 2024, No. IT/38/H/2024.

   • Montarioso: AIFA authorization (GMP API) dated January 15, 2025, regarding the production/importation of active pharmaceutical ingredients, No. API-7/2025.

   • Rosia: AIFA authorization (MED) dated 11/09/2023 for the aseptic production of sterile drug products for clinical and commercial use, No. aM-149/2023.

   • Rosia: AIFA authorization (API) dated September 10, 2025, for the production/importation of active substances for clinical and commercial use, No. GMP API - API/175/2025.

   The figure below illustrates the three phases of Philogen's history from 1996 to December 31, 2025, with their respective industrial milestones.

   
   
   

   Note: 3L third-line treatment (i.e., patients who have failed two lines of therapy); NMSC: non-melanoma skin cancer; EMA: European Medicines Agency; BMS: Bristol Myers Squibb

2. ‌The Group's Strategy

   Philogen is a biotechnology company with strong vertical integration, covering all phases of drug development, including research, GMP manufacturing, and clinical development.

   The Group's pipeline is presented below:

   
   
   

   In particular,

   Nidlegy™: The Company, together with Sun Pharma, with whom it signed a licensing agreement in May 2023, for the commercialization, licensing, and supply of Nidlegy™ in Europe, Australia, and New Zealand for the treatment of skin cancers, while Philogen retains the rights to all other territories and therapeutic indications.

   The Company is working toward resubmitting the Marketing Authorization Application to the European Medicines Agency (EMA) for melanoma. The U.S. Phase III study aimed at obtaining approval in the United States is ongoing. In addition, activities in non-melanoma skin cancers have been expanded with the launch of new registration studies in locally advanced basal cell carcinoma (BCC) and squamous cell carcinoma (cSCC).

   Fibromun: On October 1, 2024, the Philogen Group announced a further licensing agreement with Sun Pharma, this time for the commercialization of Fibromun (L19TNF), an innovative anti-tumor immunotherapy currently being tested in clinical trials by Philogen for the treatment of soft tissue sarcoma and glioblastoma. Sun Pharma will have exclusive worldwide marketing rights for Fibromun. Philogen will complete the clinical trials, pursue marketing authorization with regulatory authorities, and manufacture the commercial batches. Sun Pharma will be responsible for marketing activities.

   Progress is also being made in the field of small organic molecules, which characterize the pipeline of the subsidiary Philochem.

   The team at Philochem AG, a subsidiary, has isolated high-affinity small-molecule organic ligands from DNA-encoded chemical libraries targeting various tumor-associated antigens. By conjugating these ligands to potent payloads such as cytotoxic drugs or radionuclides, it has developed a series of promising small-molecule diagnostic and therapeutic compounds.

   OncoFAP: The OncoFAP ligand is the subject of several clinical trials, both as a radioactive and non-radioactive derivative. 68Ga-OncoFAP is the subject of an industrial collaboration with Blue Earth Diagnostic for imaging applications. 177Lu-OncoFAP-23 is a proprietary drug being studied in Phase I for therapeutic applications. OncoFAP-GlyPro-MMAE will enter clinical development in patients in the near future.

   68Ga-OncoCAIX: The Group is developing this investigational drug for imaging applications. Phase I has been completed, and preparations are underway for the launch of Phase III.

   OncoACP3: On June 10, 2025, a licensing agreement was announced with RayzeBio worth up to $1.35 billion plus royalties.

   The Group also engages in collaboration, licensing, and service provision (including GMP activities) for pharmaceutical and biotechnology companies, as well as organizations and institutions operating in the biotechnology research sector. It has established partnerships with numerous renowned entities.

   
   
   
3. ‌Intellectual Property

The Group protects the results of its research and development activities through a broad international portfolio of patents for industrial inventions and pending patent applications, thereby consolidating its patent position in the field of vascular targeting.

Patents and patent applications serve to protect market exclusivity for candidate products, the technical processes necessary for their production, or the related protocols for medical treatment.

The term of individual patents depends on the statutory term of patents in the countries where they were granted. In most countries, including Italy, the patent term is 20 years from the earliest claimed filing date of a non-provisional patent application or its foreign equivalent in the country in question.

The Group holds more than one hundred national patents filed in various countries.

The patents mainly include: (i) patents on "vascular targets," relating to certain ligands with affinity for angiogenesis markers in specific indications; (ii) "technology" patents relating to the fundamental enabling technologies used in the Group's activities; (iii) "product" patents, i.e., patents relating to product candidates in preclinical and clinical development and their constituent elements; and (iv) "combination" patents relating to the combination of patented product candidates with therapeutic agents not covered by patents.

Patent Portfolio

To provide a better understanding of the intellectual property held by the Company, the following table lists patents or patent applications registered in the name of the Parent Company or for which the Parent Company holds an exclusive license as of December 31, 2025.

Philogen S.p.A.:

(*)PCT (Patent Cooperation Treaty): a treaty on patent cooperation-158 member states to date. The owner of a PCT international patent application may pursue the application in the specific countries where they wish to obtain a patent, by completing the actual filing of the international application in each of these countries within 30 months of the filing date (or priority date) of the application.

Philochem AG:

(*)PCT (Patent Cooperation Treaty): a treaty on patent cooperation-158 member states to date. The owner of a PCT international patent application may pursue the application in the specific countries where they wish to obtain a patent, by completing the actual filing of the international application in each of these countries within 30 months of the filing date (or priority date) of the application.

2025 proved to be a year of unexpected resilience for the global economy, and 2026 is inheriting a complex dynamic: on the one hand, growth exceeding expectations in the major advanced economies; on the other, a more fragile environment, marked by new geopolitical pressures and greater volatility in energy markets. Although many economies have faced recurring shocks-from rising oil prices to tensions in the Middle East-global growth has remained stronger than expected, driven largely by the private sector and resilient labor markets, as in previous years. The ability to absorb tight financial conditions-albeit less extreme than in 2022-2023-prevented major economic regions from falling into recession.

The most evident resilience was observed in the United States, which continues to be the main driver of global growth. Strong consumer spending, fueled by a still-solid labor market and growing investment in the artificial intelligence sector, offset the effects of interest rates remaining at high levels. In 2026, the Federal Reserve chose to suspend further rate cuts, adopting a wait-and-see approach to assess the impact of rising energy prices and the uncertainties generated by the conflict in Iran. Although gradually slowing, the U.S. economy is demonstrating a greater capacity to adapt than initially forecast, even as the labor market begins to show early signs of cooling.

In contrast, Europe is going through a weaker phase. The impact of the energy crisis, the industrial slowdown-particularly in Germany-and the region's greater sensitivity to shocks in gas and oil prices have led to a worsening outlook for 2026. In the third and fourth quarters of 2025, growth in the Eurozone was driven primarily by private consumption, thanks to inflation falling to levels close to the target and the gradual recovery of consumer confidence. However, the rise in energy prices linked to the conflict in the Middle East has once again increased short-term inflationary pressures. In this context, the ECB kept rates unchanged and adopted a cautious stance, signaling a more uncertain macroeconomic outlook and the need to closely monitor the transmission of monetary policy, especially in peripheral countries.

In China, the second half of 2025 and early 2026 revealed an economy in transition. Positive signs of stabilization-in both economic activity and prices-were offset by the persistent fragility of the real estate sector, which continues to slow the pace of growth. Although a growth target of between 4.5% and 5% has been set for 2026, weak domestic demand and the uncertain outlook for the real estate sector are weighing on the medium-term outlook. Authorities have stepped up measures to support demand and the quality of existing assets, but the sector's normalization remains elusive.

On the price front, the disinflationary process that continued in 2024-2025 is proving more uneven than expected. Price dynamics in 2026 have once again been affected by the surge in oil prices, driven by geopolitical tensions in the Persian Gulf and temporary disruptions to production and energy flows. While acknowledging the slowdown in core inflation, central banks have become more cautious in outlining easing paths. To preserve its credibility and avert a second wave of inflation, the Federal Reserve continues to keep rates at restrictive levels, while the ECB signals that energy pressures could keep inflation above target for a longer period than expected.

Risks to global growth remain tilted to the downside. The main source of uncertainty is geopolitical tensions: the war in the Middle East, which began between late 2025 and early 2026, has already caused oil prices to rise and could lead to new shocks to global inflation, particularly in Europe and Asia. At the same time, China's fragility and the possibility of monetary policy errors amplify the vulnerability of the global economy. An excessively prolonged tightening could further slow growth and reignite risks to financial stability, while too rapid an easing could weaken central banks' credibility regarding price stability.

Uncertainty surrounding energy prices continues to drive significant volatility. Should oil or gas prices fluctuate further, they could affect both investment values and global capital flows. Overall, 2026 is shaping up to be a year in which the resilience of the economic cycle coexists with growing risks: geopolitical tensions, energy shocks, China's transition, and Europe's sensitivity are the key variables that will determine the global macro-financial trajectory in the coming months.

Philogen stock (Ticker: PHIL) posted a positive performance (+19.49%) in 2025, closing the year at a share price of 23.30 euros.

By comparison, the stock underperformed the Italian market and its sector. The FTSE MIB index, which represents the leading domestic companies, posted a better performance of 31.47%; the FTSE Italia Mid Cap index, which represents companies with a market capitalization similar to Philogen's, also posted a positive performance of 23.23%. At the sector level, the benchmark index, the SPDR S&P Biotech, rose by 35.39%.

As noted, 2025 was characterized by an overall positive market trend, although this was heavily concentrated on companies with higher market capitalization and liquidity. In this scenario, company-specific news served as the primary differentiating factor in a still-complex environment, where macroeconomic variables such as geopolitical conflicts, inflation, and interest rate levels significantly influenced investment decisions globally. In this context, Philogen managed to attract considerable attention, supported by a pipeline of results well distributed throughout the year.

As of December 31, 2025, market capitalization stood at €946.24 million. This figure includes both common shares, listed on the MTA, and special Class B shares, which are excluded from the Borsa Italiana's market capitalization calculation, which considers only common shares. In particular, it should be noted that the average market capitalization, net of Class B shares, amounted to €638 million during 2025.

* The price refers to December 30, 2025, the last trading day of 2025, and December 30, 2024, the last trading day of 2024

Comparison of Philogen's performance against the main benchmark indices

€ 30,00

€ 28,00

€ 26,00

€ 24,00

€ 22,00

€ 20,00

€ 18,00

€ 16,00

€ 14,00

250

200

150

100

50

0

Volumes

Philogen

FTSE MIB Index

SPDR S&P Biotech

1,000 shares

(December 31, 2024 - December 31, 2025)

During 2025, the lowest closing price, recorded on January 31, was €17.50, while the highest closing price during the reporting period, recorded on June 12, was €27.40. During 2025, trading in Philogen shares on the market operated by Borsa Italiana S.p.A. reached an average daily value of €419,000, equivalent to an average daily volume of 18,273 shares.

In 2025, the Company did not distribute dividends, but on May 6, 2025, it authorized a share buyback program for up to 250,000 ordinary shares, with a total expenditure not exceeding 5,750,000.00 euros.

As of December 31, 2025, Philogen held a total of 329,897 ordinary shares (equivalent to 0.8123% of the share capital). For further details regarding the share buyback program, please refer to paragraph 4.1 of the management report.

The table below shows the monthly volumes and values from the listing date through December 31, 2025.

Throughout 2025, the Group's Investor Relations (IR) team carried out a series of communication activities aimed at updating the financial community.

As in the previous year, Philogen organized periodic webinars to provide updates on the Group's operational activities. In addition, management and the Investor Relations officer participated in healthcare conferences with the aim of increasing the Company's international visibility. One-on-one meetings were also held with analysts and investors (both current and non-current shareholders) and banks, both in person and remotely.

Comparison of Philogen's performance against the main benchmark indices

(December 31, 2025 - March 20, 2026)

In the first quarter of 2026, Philogen stock performed roughly flat (-1.29%), in line with the biotechnology sector benchmark index (SPDR S&P Biotech -1.33%). The stock, however, outperformed the Italian market (FTSE MIB -4.68%).

On March 20, 2026, Philogen stock closed at a price of €23.00 per share, showing a decrease compared to the 2025 closing price (-1.29%).

20

SPDR S&P Biotech

FTSE MIB Index

Philogen

Volumes

8-gen-26 16-gen-26 26-gen-26 3-feb-26 11-feb-26 19-feb-26 27-feb-26 9-mar-26 17-mar-26

0

€ 20,00

31-dic-25

10

€ 21,00

€ 22,00

30

€ 23,00

40

€ 24,00

60

50

€ 25,00

70

€ 26,00

1,000 shares

Comparison of Philogen's performance against key benchmarks

(from IPO March 3, 2021 - December 31, 2025)

€ 15,00

SPDR S&P Biotech

FTSE MIB Index

Philogen

Volumes

0

€ 5,00

100

€ 10,00

300

200

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€ 20,00

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700

€ 30,00

900

800

€ 35,00

1,000 shares

From its IPO through the end of 2025, Philogen stock posted positive performance (+37.06% as of December 31, 2025), underperforming the Italian market (FTSE MIB +94.70%), but remaining solidly above the biotechnology sector benchmark index, which only partially recovered in 2025 from the decline in 2021 (SPDR S&P Biotech -16.97%). During 2025, Philogen's stock showed greater volatility compared to previous years, primarily driven by company-specific news flow.

‌Introduction

Dear Shareholders,

The Management Report of Philogen S.p.A. (hereinafter also referred to as the "Company" or the "Parent Company" and, together with its Swiss subsidiary Philochem, the "Group") is presented in conjunction with the financial statements of Philogen S.p.A. and the Group's consolidated financial statements for the year 2025.

This Management Report is intended to provide information on the Company's and the Group's income, assets, financial position, and operations, supplemented, where possible, by historical data and/or alternative performance metrics, and has been prepared in accordance with the provisions of Article 2428 of the Italian Civil Code and Legislative Decree No. 58 of February 24, 1998 ("Consolidated Law on Finance" or "TUF").

Please refer to the notes to the financial statements for all information pertaining to the presentation of the separate financial statements and the consolidated financial statements as of December 31, 2025.

1. ‌Information on the Group

   The Group focuses its activities on the development of drugs based primarily on antibody conjugates, capable of achieving selective accumulation at sites where the disease is present.

   This is made possible by a scientific approach known as tumor targeting, in which the Group is a recognized global scientific leader. In this context, the Group carries out all phases of its production cycle internally, which includes the discovery and production of new drugs and the coordination of preclinical and clinical studies, at its facilities in Siena (Italy) and at the research center in Zurich (Switzerland), where its subsidiary Philochem AG is headquartered.

   Since 2019, the Group has focused its development activities primarily on the two most advanced products in its pipeline-Fibromun and Nidlegy(TM)-embarking on a regulatory testing pathway for the two drugs. At the same time, it has redesigned a competitive and diversified pipeline to opportunistically evaluate licensing agreements for its products or platforms under development. In parallel, the Group has invested in the field of high-affinity small molecules for cancer targets, leading to the discovery of OncoFAP and OncoACP3, which are currently in the clinical trial phase.

   The Group has access to a research and development facility in Zurich (through its subsidiary "Philochem"), where new experimental drugs are discovered. The most promising candidates (in terms of biochemical characteristics, safety, and efficacy based on preclinical tumor models) are subsequently transferred to Siena, where they are produced at the Company's GMP (Good Manufacturing Practice) facilities. Philogen operates a GMP facility in Montarioso (Siena) approved by the Italian Medicines Agency (AIFA) for the production of experimental antibody-based drugs in mammalian cells. A second GMP production facility has also been built at the Rosia (Siena) site for the production of both commercial drugs and those intended for clinical trials. For details regarding the certifications obtained, please refer to paragraph 1, "History."

   It should be noted that the Parent Company is considered an "SME" pursuant to Article 1, paragraph 1, letter w)-quater 1 of the Consolidated Law on Finance (TUF), which defines small and medium-sized enterprises as issuers of listed shares with a market capitalization of less than 1,000 million euros; issuers of listed shares that have exceeded this limit for three consecutive fiscal years are not considered SMEs, (CONSOB publishes the list of companies on its website). Please note that Class B shares (shares with multiple voting rights) are excluded from the Borsa Italiana market capitalization. Philogen's average market capitalization, net of Class B shares, from the start of trading (March 3, 2021) through December 31, 2025, amounts to €504.17 million.

2. ‌Research and Development Activities

   The Group's activities encompass all phases of the drug development process, including discovery, basic research, preclinical and clinical development, and manufacturing.

   The Group operates through:

   • Philogen S.p.A., headquartered in Siena, which operates GLP-certified laboratories, GMP-certified production facilities (at its Montarioso and Rosia sites), and numerous international clinical trial centers through its in-house Contract Research Organization (CRO) and collaborations with several external CROs;

   • Philochem AG, headquartered in Switzerland and 99.998% owned by Philogen S.p.A., conducts research and development at its Zurich laboratories in the fields of selective discovery and therapeutic antibodies, as well as in the development of technologies such as antibody libraries and DNA-encoded chemical libraries.

   Research and development currently represents the Group's primary activity.

   The following table shows the research and development costs recognized in the income statement for the fiscal years ended December 31, 2025, and December 31, 2024, and their respective percentages of total revenue from customer contracts and total operating costs of the Group.

   Figures in thousands of euros and as a percentage	Fiscal year ended December 31
   	2025	2024
   Research and development costs	27,964	22,910
   Percentage of total contract revenue	8.9%	31.0%
   Percentage of total operating costs	47.8%	63.6%

   It should be noted that research and development costs include all direct costs related to discovery, basic research, preclinical and clinical development, and manufacturing activities, including the cost of personnel employed in these activities.

   For further details on the Group's research and development activities, please refer to the introductory section "History" and Note 6 of the consolidated financial statements regarding operating costs.

3. ‌Scientific developments during the fiscal year

   The following are the main scientific developments for the fiscal year ended December 31, 2025.

   1. ‌Summary of development and GMP activities carried out during the fiscal year

      The Group reports the following major industrial milestones achieved during the period:

      Proprietary products

      1. Antibody-based products:

         • Nidlegy™ (owned by Philogen)

           • Composed of two active ingredients: L19-IL2 and L19-TNF.

           • The L19 antibody is specific for the B domain of fibronectin, a protein expressed in tumors and absent in most healthy tissues.

           • The cytokines IL-2 and TNF have antitumor activity.

           • Currently in clinical development (Phase II and III).

           • Product agreements:

             • Sun Pharma (June 2023): licensing and commercialization in Europe, Australia, and New Zealand;

             • Merck Sharp & Dohme (June 2023): clinical collaboration (Phase II in unresectable melanoma).

               Summary Table - Clinical Studies on Nidlegy™

               Study / Area	Phase	Indication	Status / Key Notes
               EU locally advanced melanoma	III	Melanoma	Primary endpoint achieved (October 2023). EMA application submitted (June 2024) and withdrawn (June 2025) due to need for additional data. Preparation for a new EMA application underway.
               US locally advanced melanoma	III	Melanoma	142/186 patients enrolled. Ongoing in the US, Spain, and Switzerland; expansion to other countries. A meeting with the FDA has been scheduled for late March 2026 to present European data and align on the regulatory strategy to obtain authorization in the United States
               Duncan (NMSC: BCC, cSCC)	II	Non-melanoma skin cancers	Study completed in Switzerland, Germany, Poland.
               Intrinsic (various NMSC)	II II II	Kaposi's sarcoma, cutaneous T-cell lymphoma, Merkel cell carcinoma, BCC, cSCC, etc.	Ongoing in Italy and France, target 70 patients
               New registration studies (USA)		BCC and cSCC	Application approved in the United States and Europe to initiate three new studies, including two registration studies (i.e., third-line BCC and second-line cSCC)
               Collaboration with Merck (USA)		Unresectable stage III/IV melanoma	Ongoing study in patients refractory to checkpoint inhibitors.

         • Fibromun (owned by Philogen)

           • L19 antibody fused with TNF.

           • Active clinical trials in STS (soft tissue sarcomas), leiomyosarcoma, and glioblastoma (Phases I-III).

           • Agreement with Sun Pharma (October 2024) for global commercialization.

             Summary table - Clinical trials on Fibromun

             Study / Area	Phase	Indication	Status / Key Notes
             EU soft tissue sarcoma (STS), 1st line	III IIb	STS in combination with doxorubicin	Study completed. Evidence of activity in terms of overall survival observed in the "Liposarcoma + others" subgroup. A new registration study in this subpopulation is being planned.
             US leiomyosarcoma, 1st line		Leiomyosarcoma in combination with doxorubicin	Ongoing at 7 centers in the US; expansion with new centers opening.
             EU soft tissue sarcoma (STS), 3rd line	II	STS in combination with dacarbazine	Enrollment completed. Final results expected in Q1 2026.
             Glioblastoma, 1st line (EU)	I / II / IIb	In combination with radiotherapy + temozolomide	Phase I completed. Phase II to begin in 2026.
             Glioblastoma, 2nd line (EU)	I / II	In combination with lomustine	Enrollment completed. Results expected in Q1 2026.
             Pre-treated glioblastoma (US)	II	In combination with lomustine	Enrollment completed. Study completion in September 2026.

      2. Small-molecule products

         • OncoFAP (owned by Philochem)

           • Molecule with high affinity for FAP (fibroblast activation protein), expressed in over 90% of epithelial tumors.

           • Diagnostic applications (imaging with 68Ga-OncoFAP, Phase I completed) and therapeutic applications (OncoFAP-23 in Phase I).

           • Licensing agreement with Blue Earth Diagnostics (Bracco) for imaging.

           • The product OncoFAP-GlyPro-MMAE showed strong signs of antitumor activity in a clinical study in dogs with spontaneous tumors. A reduction in disease was observed in six out of seven treated patients. GMP production of the drug is underway, and the start of the Phase I clinical trial is scheduled for 2027.

         • OncoACP3 (owned by Philochem)

      • Molecule with affinity for prostatic acid phosphatase (PAP).

      • Diagnostic and therapeutic applications for prostate cancer.

      • Phase I imaging study completed.

      • Licensing agreement with RayzeBio (BMS) (June 2025).

      • OncoCAIX (owned by Philochem)

        • Molecule with affinity for carbonic anhydrase IX (CAIX).

        • Diagnostic applications for kidney cancer (clear cell renal cell carcinoma).

        • Phase I imaging study completed.

        • Development of a GMP kit and GMP production of the precursor are currently underway.

        • Phase III registration study to begin in 2027

          Summary table - OncoFAP and OncoACP3 clinical trials

          Study / Area	Phase	Indication	Status / Key notes
          OncoFAP (diagnostic, 68Ga-OncoFAP)	I	Imaging of solid tumors (breast, colorectal, lung, prostate, pancreas, sarcomas, etc.)	Phase I clinical trial completed in Germany. Product development in accordance with the licensing agreement signed with Blue Earth Diagnostics (Bracco).
          OncoFAP-23 (therapeutic)	I	Solid tumors	Phase I clinical trial approved by AIFA; the first patients have been treated.

          Study / Area	Phase	Indication	Status / Key notes
          OncoFAP-GlyPro-MMAE (therapeutic)	Preclinical (in vivo in dogs)	Solid tumors	Preclinical study completed with objective responses. GMP production underway and human clinical trials scheduled to begin in early 2027.
          OncoACP3 (diagnostic, 68Ga-OncoACP3)	I	Prostate cancer	Phase I clinical trial completed.
          OncoACP3 (therapeutic)	Phase I preparation	Prostate cancer	Preparatory activities underway. Compassionate use in Germany demonstrated excellent tumor targeting (persistence in the tumor ≥ 7 days).
          OncoACP3 (licensed by RayzeBio)	-	Prostate Cancer	Global licensing agreement signed with RayzeBio (BMS) on June 10, 2025.

          Products in partnerships

      • OncoACP3 → RayzeBio (BMS).

      • Nidlegy™ → Sun Pharma (EU, AU, NZ);

      • Fibromun → Sun Pharma

      • Dekavil → Pfizer.

      • Small molecules → Janssen.

      • OncoFAP (Imaging) → Bracco.

        GMP (manufacturing)

      • Rosia Plant (Siena): fully operational since 2023, AIFA GMP certifications (clinical and commercial manufacturing).

      • Montarioso Plant (Siena): production of investigational drugs and contract manufacturing since 2004. The Montarioso plant underwent a revamp in 2025.

      • Both sites are GMP-certified and undergo periodic inspections by the relevant authorities.

4. ‌Significant events during the fiscal year
   1. ‌License agreement between the subsidiary Philochem AG and RayzeBio

      On June 10, 2025, Philogen S.p.A. announced to the market, via a press release published on the company's website (https://www.philogen.com/investors/press-releases/), that its subsidiary Philochem AG and RayzeBio Inc. (a wholly-owned subsidiary of Bristol-Myers Squibb) had entered into a licensing agreement under which Philochem granted RayzeBio exclusive worldwide rights to develop, manufacture, and commercialize OncoACP3 (a therapeutic and diagnostic agent in clinical development for the treatment of prostate cancer).

      Under the agreement, Philochem received an upfront payment of $350 million, and RayzeBio will be responsible for the development and subsequent commercialization of OncoACP3.

      The license agreement also provides for milestone payments of up to $1 billion based on development, regulatory, and commercialization milestones, as well as royalties ranging from the mid-single to low double digits, payable on global net sales.

      The effective date of the agreement was subject to antitrust review (waiting period under the Hart-Scott-Rodino Antitrust Improvements Act), which postponed the effective date of the agreement from June 10, the date of signing, to August 18, the effective closing date.

      In fact, on August 18, Philochem AG and RayzeBio, Inc. announced the successful completion of the antitrust review in the United States and the entry into force of the global licensing agreement for OncoACP3.

      The upfront payment was invoiced in August 2025 and received in September 2025.

   2. ‌Update on the Marketing Authorization Application for Nidlegy™

      On June 24, 2025, Philogen S.p.A. announced to the market, via a press release published on the Company's website (https://www.philogen.com/investors/press-releases/), its decision to voluntarily withdraw the marketing authorization application submitted to the European Medicines Agency (EMA) for the product Nidlegy™, an application that had been filed in June 2024.

      The decision to withdraw the application, the Company explained, is due to the time required to collect additional data related to Chemistry, Manufacturing, and Controls (CMC) aspects and clinical data.

      The Company plans to resubmit an updated Marketing Authorization Application (MAA) as soon as possible, subject to the time required to gather the aforementioned data.

   3. ‌Internal Dealing Transactions

      Starting in July 2021, Director Dr. Sergio Dompé, through the company Dompè Holding S.r.l., by virtue of his confidence in the Group's potential and capabilities, purchased 622,284 ordinary shares of Philogen S.p.A. on the market, of which 19,994 were purchased in 2025.

      Starting in November 2024, Director Dr. Maria Giovanna Calloni, based on her confidence in the Group's potential and capabilities, purchased 18,000 ordinary shares of Philogen S.p.A. on the market, of which 13,100 were purchased during the first half of 2025.

      Disclosures pursuant to the regulations on insider trading are available on the Company's website (https://www.philogen.com/).

   4. ‌Share Buyback

      On April 29, 2025, following the revocation of the authorization to purchase and dispose of treasury shares adopted on April 29, 2024, the Ordinary Shareholders' Meeting authorized the Company to repurchase its own shares, granting the Board of Directors the authority-with the power to delegate to the Chairman of the Board of Directors and/or the Chief Executive Officer-to proceed, including through specially appointed specialized intermediaries, with the repurchase of Philogen S.p.A. shares, establishing the relevant terms and the price per share, in compliance with applicable laws and regulations

      This resolution provides the Company with a strategic flexibility tool to be used for the purpose of:

      1. fulfill obligations arising from incentive plans, whether for consideration or free of charge, in favor of corporate officers, employees, or collaborators of the Group;

      2. establish a share reserve to make use of treasury shares in the context of agreements with strategic partners and/or extraordinary corporate/financial transactions, including, by way of example and without limitation, acquisitions, mergers, capital transactions, swaps, contributions, exchanges, financing transactions, or other transactions in connection with which the allocation or other disposition of treasury shares is necessary or appropriate

      3. to support the liquidity of Philogen S.p.A. shares in order to facilitate the smooth conduct of trading and avoid price movements inconsistent with market trends, as well as to normalize trading and price trends in the face of temporary distortions linked to excessive volatility or low trading liquidity, including pursuant to and for the purposes of the market practice permitted by Consob in accordance with the provisions of Article 13 of EU Regulation No. 596/2014;

      4. to operate with a medium- and long-term investment perspective, intervening in the market-whether in so-called over-the-counter markets or even outside the market-through Accelerated Book Building or block trades, at any time, in whole or in part, on one or more occasions, provided that such transactions are conducted on market terms.

      The Company may purchase (i) up to a maximum of 250,000 ordinary shares (ii) for a period of eighteen months from the date of the shareholders' meeting resolution authorizing such purchases, subject to the limits set forth in Article 2357, paragraph 2, of the Italian Civil Code, and without any time limits with respect to dispositions; (iii) at a purchase or disposal price, as applicable, to be determined on a case-by-case basis by the Board of Directors, taking into account the method chosen for carrying out the transaction and in compliance with any applicable regulatory requirements; and (iv) for a total expenditure on purchase transactions not exceeding €5,750,000 in any case.

      On May 6, 2025, the Board of Directors approved the launch of the share buyback program, in accordance with the authorization granted by the Shareholders' Meeting on April 29, 2025, and appointed Mediobanca (Banca di Credito Finanziario S.p.A.) to carry out the purchases.

      As of December 31, 2025, the Company held 329,897 treasury shares in its portfolio, representing 0.8123% of the share capital.

      All communications regarding treasury share purchases are available and can be viewed on the Company's website at (http://www.philogen.com/).

      As of December 31, 2025, the Company's shareholder structure is as follows:

      Shareholder Shareholder Structure as of December 31, 2025

      	Type of Shares	Shares	% of share capital	% of voting rights
      	Class B Shares	8,565,018	21.09%	40.56%
      Nerbio S.r.l.	Ordinary Shares	8,098,251	19.94%	12.78%
      	Subtotal	16,663,269	41.03%	53.35%
      	Class B Shares	2,803,232	6.90%	13.28%
      Dompé Holdings S.r.l.	Ordinary Shares	10,076,538	24.81%	15.91%
      	Subtotal	12,879,770	31.71%	29.18%
      Philogen S.p.A	Ordinary shares	329,897	0.81%	0.52%
      	Subtotal	329,897	0.81%	0.52%
      Market	Ordinary Stock	10,738,175	26.44%	16.95%
      	Subtotal	10,738,175	26.44%	16.95%
      Total		40,611,111	100%	100%

   5. ‌Compensation Policy

      In accordance with the regulations applicable to listed companies, the Group adopted a remuneration policy effective as of 2021, the year of its listing.

      On April 29, 2025, pursuant to Article 123-ter of the Consolidated Law on Finance (TUF), the Shareholders' Meeting, having taken note of the Report on Remuneration Policy and Compensation Paid for the 2024 fiscal year, approved by the Board of Directors on March 27, 2025, approved Section I of the Report on Remuneration Policy and Remuneration Paid, and voted in favor of Section II of the Report on Remuneration Policy and Remuneration Paid.

      The Report on Remuneration Policy and Remuneration Paid is available and can be consulted on the Company's website at (http://www.philogen.com/) in the Governance/Shareholders' Meetings section.

      Cash Incentive Plan ("MBO")

      From June 1, 2025, through May 31, 2026, the Executive Directors (Dario Neri, Duccio Neri, and Giovanni Neri) and the Company's executives are beneficiaries of an incentive plan, known as "management by objectives" ("MBO"), under which they may be entitled to receive an annual incentive, the amount of which is commensurate with the achievement of corporate performance objectives.

      The maximum impact of the MBO on the annual compensation of the Executive Directors is 75%, while for Executives it ranges from 10% to 22% of annual compensation.

      Subject to the maximum MBO percentage described above, on May 27, 2025, the Company's Board of Directors, upon the proposal of the Nominating and Compensation Committee, assigned performance objectives and defined the targets associated with the maximum monetary compensation for the aforementioned Executive Directors and Company Executives for the period from June 1, 2025, to May 31, 2026.

      It should be noted that, in line with the provisions of the Remuneration Policy for the year 2024, the MBO for the period April 1, 2024 - March 31, 2025 was paid to the Executive Directors in May 2025.

      With regard to the 2024-2025 MBO awarded to an executive, it should be noted that one of the objectives assigned to said executive included a performance period ending on September 30, 2025; therefore, at the Board of Directors meeting held on November 11, 2025, the Company determined that the objective in question had not been met.

      Medium-to-Long-Term Incentive Plan

      At the Company's Ordinary Shareholders' Meeting on April 29, 2025, amendments were made to the Information Documents of the following incentive plans: the "2027-2029 Stock Grant Plan" (reserved for employees and consultants of the Philogen Group) and the "2024-2027 Share Ownership Plan for Directors" (originally named the "2024-2026 Share Ownership Plan for Directors," reserved for executive directors of the Philogen Group).

      The Board of Directors, meeting on May 27, 2025, following a favorable opinion from the Nominating and Compensation Committee, approved the updated regulations for both Plans, identified the beneficiaries of the "2024-2027 Share Ownership Plan for Directors," and defined the performance objectives and related targets for the second cycle of the aforementioned Share Ownership Plan. The characteristics of the 2027-2029 Stock Grant Plan and the 2024-2027 Shareholding Plan for Directors, as amended by the Shareholders' Meeting, are set forth in the respective Information Documents and related Regulations, which are available and may be consulted on the Company's website at (http://www.philogen.com/).

   6. ‌Appointment of the Board of Directors and Board Committees

      Board of Directors

      On April 29, 2025, the Shareholders' Meeting, in accordance with applicable laws and regulations, the provisions of the Articles of Association (Article 16 of the Articles of Association), and the Corporate Governance Code, for the purpose of submitting lists for the appointment of the Board of Directors and the guidelines contained in the "Explanatory Report of the Board of Directors" regarding the appointment of the Board of Directors, prepared pursuant to Article 125-ter of Legislative Decree No. 58 of February 24, 1998 ("TUF"), appointed the Board of Directors, which, in the composition set forth below, will remain in office until the approval of the financial statements as of December 31, 2027.

      • Executive Chairman (*) Dr. Duccio Neri

      • Chief Executive Officer(*) Prof. Dario Neri

      • Managing Director(*) Dr. Giovanni Neri

      • Director Dr. Sergio Gianfranco Dompé

      • Director Dr. Nathalie Dompé

      • Director Dr. Leopoldo Zambeletti

      • Director (**)/(***)Avv. Marta Bavasso

      • Director (**) Dr. Chiara Falciani

      • Director Avv. Patrizia Sacchi

      • Director (**) Avv. Flavia Scarpellini

        (*)Executive Director.

        (**)Independent director pursuant to Article 147-ter, paragraph 4 of the Consolidated Law on Finance (TUF) and Article 2 of the Corporate Governance Code.

        (***)Lead Independent Director.

        Board Committees

        On May 6, 2025, the Company's Board of Directors, in compliance with the recommendations of the Corporate Governance Code, established and appointed the following subcommittees: the "Control, Risks, and Sustainability," with the functions set forth in Recommendations 33 and 35 of the Corporate Governance Code, and the "Nominating and Compensation Committee," with the functions set forth in Recommendations 19 (regarding nominations) and 25 (regarding compensation). In particular, the Control, Risk, and Sustainability Committee has also been assigned the functions regarding transactions with Related Parties provided for by the Consob Regulation adopted by Resolution No. 17221 of March 12, 2010.

        Control, Risk, and Sustainability Committee (*)

      • Marta Bavasso (Chair) (**)/(***)

      • Chiara Falciani (**)

      • Patrizia Sacchi

        (*)This Committee also serves as the Related-Party Transactions Committee.

        (**)Independent director pursuant to Article 147-ter, paragraph 4 of the Consolidated Law on Finance (TUF) and Article 2 of the Corporate Governance Code.

        (***)Lead Independent Director.

        Nomination and Compensation Committee

      • Marta Bavasso (Chair) (*)/(**)

      • Chiara Falciani (*)

      • Patrizia Sacchi

        (*)Independent director pursuant to Article 147-ter, paragraph 4 of the Consolidated Law on Finance and Article 2 of the Corporate Governance Code.

        (**)Lead Independent Director.

   7. ‌Relations with the Italian fiscal authority (Agenzia delle Entrate)

      In March 2025, the Siena Revenue Agency initiated a tax audit regarding direct taxes for the tax years 2019 through 2023. The audit primarily concerned operating grants and capital grants received by the Company during the relevant periods, totaling €10,243 thousand, and their exclusion from the taxable base for IRES and IRAP direct taxes, which was negative in any case since the Company recorded operating losses in the relevant years.

      In May 2025, the Company received notice of the initiation of the assessment report, followed by draft assessment notices issued by the Siena Revenue Agency.

      The Company immediately entered into discussions with the Agency, contesting the content of the draft assessment notices in their entirety. On December 22, 2025, the Ministry of Economy and Finance (MEF) issued a guidance document clarifying the tax treatment of such credits, thereby supporting the taxpayer's interpretation and conduct.

      At present, the Company is awaiting operational guidance from the Italian Revenue Agency following the directive challenging its actions.

      It should be noted that, in the event of an adverse ruling, the prior-year tax losses for the relevant years would be reduced by the amount indicated above, resulting in a reduction of deferred tax assets recognized in the financial statements by approximately €3 million, from approximately €10 million to approximately €7 million, without involving any cash outflow.

      Please refer to Note 8 of the consolidated financial statements

   8. ‌2025 Sustainability Report

      The Company has voluntarily prepared its fourth Sustainability Report, which highlights the progress made and reaffirms its sustainability philosophy based on concrete choices, actions, and projects aimed at guiding the Group toward a sustainable, solid, and long-term future, while continuing to generate value for investors, patients, and all key stakeholders.

      The document has been prepared in accordance with the GRI Sustainability Reporting Standards (GRI) and includes, in the introductory section, the "Letter to Stakeholders," signed by the Chief Executive Officer and the Chairman of the Board of Directors, which outlines the Company's commitment to sustainable reporting and references the strategic principles that guide the Group's decisions.

      It should be noted that the Company does not currently fall within the scope of the sustainability reporting obligations set forth by the CSRD.

      The 2025 Sustainability Report was approved by the Board of Directors at its meeting on March 27, 2026. Following approval, the document was published in the "Sustainability" section of the Company's website, under Governance / Sustainability - ESG (https://www.philogen.com).

5. ‌Financial and Balance Sheet Results of the Group and the Parent Company
   1. ‌Income Statement

      The table below presents the Group's consolidated financial data for the fiscal years ended December 31, 2025, and December 31, 2024:

      Figures in thousands of euros and as a percentage Fiscal year ended December 31 Changes

      	2025	%	2024	%		2025 vs. 2024	%
      Revenue from contracts with customers	314,325	100.0%	73,996	100.0%		240,329	324.8%
      Other income	5,796	1.8%	3,657	4.9%		2,138	58.5%
      Total Revenue	320,121	101.8%	77,653	104.9%		242,468	312.2%
      Operating costs (*)	(58,488)	(18.6) %	(36,034)	(48.7) %		(22,453)	62.3%
      EBITDA (**)	261,633	83.2%	41,618	56.2%		220,014	528.6%
      Depreciation and amortization	(4,256)	(1.4)%	(3,887)	(5.3) %		(369)	9.5%
      EBIT	257,377	81.9%	37,731	(38.2)%		219,645	582.1%
      Financial income	10,901	3.5%	5,930	22.2%		4,971	83.8%
      Financial expenses	(8,164)	(2.6)%	(3,286)	(10.7)%		(4,878)	148.4%
      Income before taxes	260,113	82.8%	40,375	(26.7)%		219,738	544.2%
      Taxes	(30,432)	(9.7)%	4,916	0.1%		(35,348)	(719.1)%
      Profit (Loss) for the period	229,681	73.1%	45,292	61.2%		184,390	407.1%
      Minority interest in net income	5	0.0%	0	0%		5	4647.2%
      Group profit (loss) for the period	229,676	73.1%	45,291	61.2%		184,385	407.1

      (*) Operating costs consist of the sum of the following balance sheet items: purchases of raw materials and supplies, costs for services, costs for use of third-party assets, personnel costs, and other operating costs

      (**) EBITDA represents operating profit before depreciation and amortization. EBITDA is a measure defined and used by the Group to monitor and evaluate

      the Group's operating performance, but it is not defined under IFRS; therefore, it should not be considered an alternative measure for assessing the Group's operating performance. The Company believes that EBITDA is an important metric for measuring the Group's performance as it allows for an analysis of the Group's profitability by eliminating the effects of non-recurring economic items. Since EBITDA is not a measure whose calculation is regulated by the accounting standards applicable to the preparation of the Group's consolidated financial statements, the method used to calculate EBITDA may not be consistent with that adopted by other groups, and therefore may not be comparable.

      Revenues from contracts with customers amounted to €314,325 thousand for the year ended December 31, 2025, showing an increase of approximately 325% (€73,996 thousand as of December 31, 2024), thanks to contracts entered into during 2025 and the continuation of those previously signed.

      In this regard, it should be noted that on June 10, 2025, a licensing agreement was signed between the subsidiary Philochem AG and RayzeBio, Inc. ("RayzeBio"), a wholly-owned subsidiary of Bristol-Myers Squibb, regarding the new therapeutic and diagnostic agent OncoACP3. The signing of this contract generated revenues for the year 2025 amounting to approximately €300,000 thousand.

      Furthermore, the increase in revenue is also attributable to the progress of research and development projects related to the agreement entered into with Sun Pharma, as well as to the progress of contract manufacturing orders that the Group companies are developing.

      The Group does not yet have products on the market; therefore, revenues are not yet tied to stable sales. In accordance with the Group's business model, which operates in the biotech sector, the income statement reflects upfront payments, milestones, and the progress of collaboration agreements with third parties.

      Other income amounted to €5,796 thousand for the year ended December 31, 2025, showing an increase of approximately 58.5% compared to the previous year. This change is primarily attributable to the contribution to operating income related to the research and development tax credit for pharmaceuticals, determined based on costs incurred in 2025 for this purpose.

      Operating costs primarily include costs for production materials, costs for clinical and preclinical services, personnel costs, and oth d operating costs, and show an increase of approximately 62.3% compared to the previous fiscal year. This increase is primarily attributable to the rise in:

      1. costs for services ranging from €16,483,000 in 2024 to €34,262,000 in 2025. In particular, there are significant increases in cost items related to the clinical trial phase of drugs, particularly in the U.S., legal and negotiation

         consulting fees related to the RayzeBio contract, and the pro forma accounting treatment of the "stock grant" incentive plan for executive directors.

      2. Personnel costs, which range from €15,623 thousand to €17,885 thousand in 2025 due to new hires of qualified personnel and the valuation of incentive plans for employees.

      For further details, please refer to Note 6 of the consolidated financial statements and Note 6 of the separate financial statements.

      EBITDA increased from €41,618 thousand to €261,633 thousand, representing an increase of €220,014 thousand.

      Depreciation and amortization increased by approximately 9.5% due to the full utilization of machinery and equipment acquired in the previous fiscal year, capital expenditures made during 2025, and the amortization of improvements to third-party property related to the building housing the new offices, which was completed in 2024.

      EBIT, calculated as the difference between EBITDA and depreciation and amortization, shows a positive balance of

      €257,377 thousand for the fiscal year ended December 31, 2025.

      Net financial results for the fiscal year ended December 31, 2025, show a net gain of €2,736 thousand, resulting from the difference between financial income of €10,901 thousand and financial expenses of €8,164 thousand. The net result is primarily attributable to the following items of financial income and expenses: (i) net gains from the fair value measurement of financial assets amounting to €1,060 thousand, (ii) proceeds from the disposal of financial assets amounting to €3,474 thousand, (iii) foreign exchange gains of €4,979 thousand, (iv) interest income of €1,388 thousand, (v) realized capital losses of €17 thousand and valuation losses of €453 thousand, (vi) foreign exchange losses of €7,322 thousand, and (vii) interest expense on leases of €330 thousand. Currency management, aimed at limiting foreign exchange risk, characterized the second half of 2025 and the first months of 2026. The collection of the $350 million upfront payment from the RayzeBio contract was progressively converted into euros by taking advantage of favorable currency fluctuations.

      For further details regarding financial management, please refer to Note 7 of the consolidated financial statements and Note 7 of the separate financial statements.

      It should be noted that the Group invests excess liquidity, relative to ordinary needs, in readily marketable financial instruments, in accordance with the "Policy for the Management of Financial Investments" approved and periodically updated by the Board of Directors. The total value of the financial investment portfolio as of December 31, 2025, is

      €252,023 thousand, and the total operating result for the 2025 fiscal year is positive by €4,224 thousand, consisting of realized gains and losses and fair value changes (recognized in accordance with IFRS, partly in the income statement under financial income and expenses for a total of €4,063 thousand and partly in the FVOCI equity reserve for €161 thousand).

      For further details regarding current financial assets, please refer to Note 17 of the consolidated financial statements and Note 19 of the separate financial statements.

      Taxes, amounting to €30,432 thousand, represent the net balance between current taxes and deferred tax assets. Current taxes, amounting to €30,988 thousand, relate to the net income for the year recorded by the subsidiary Philochem AG.

      As a result of the above, the Group closed the fiscal year ended December 31, 2025, with a net profit of €229,676 thousand.

   2. ‌Balance Sheet

      The following table presents the reclassified "Sources and Uses" statement of the Group's financial position for the fiscal years ended December 31, 2025, and December 31, 2024:

      Figures in thousands of euros and as a percentage	Year ended Decemb	er 31		Changes
      	2025	2024		2025 vs. 2024	%
      Loans
      Property, plant, and equipment	16,029	15,473		556	3.6%
      Intangible assets	1,107	1,159		(52)	(4.5)%
      Right-of-use assets	8,820	9,401		(581)	(6.2) %
      Other non-current assets	4,442	1,626		2,816	173.2%
      Deferred tax assets	9,052	8,468		585	6.9%
      Employee benefits	(1,330)	(1,293)		(36)	2.8%
      Deferred tax liabilities	(407)	(283)		(124)	43.9%
      Other non-current liabilities	(717)	(1,107)		391	(35.3)%
      Net fixed assets (*)	36,998	33,444		3,554	10.6%
      Inventory	2,961	3,260		(299)	(9.2) %
      Contract assets	2,937	3,261		(325)	(10.0) %
      Trade receivables	1,269	760		509	66.9%
      Tax receivables	10,395	10,253		142	1.4%
      Other current assets	1,093	1,062		30	2.8%
      Trade payables	(13,031)	(9,550)		(3,481)	36.4%
      Contract liabilities	(1,834)	(643)		(1,191)	185.1%
      Tax liabilities	(31,295)	(2,135)		(29,160)	1,365.5%
      Other current liabilities	(3,921)	(3,239)		(682)	21.1%
      Net working capital (*)	(31,427)	3,029		(34,456)	(1,137.6) %
      Net invested capital (*)	5,571	36,473		(30,902)	(84.7) %
      Sources
      Shareholders' Equity	373,867	138,657		235,209	169.6%
      Net financial debt(*)	(368,295)	(102,184)		(266,111)	260.4%
      Total sources	5,571	36,473		(30,902)	(84.7) %

      (*) Net fixed assets, net working capital, net invested capital, and net financial debt are alternative performance indicators not identified as accounting measures under IFRS and, therefore, should not be considered alternatives to the measures provided in the Group's financial statements for assessing the Group's financial position and performance.

      An analysis of the Group's financial position and results of operations shows that the Group has a positive net financial position of €368,295 thousand, the change in which is detailed in the following section through the Net Financial Debt statement, and shareholders' equity of €373,862 thousand.

      Net Financial Debt

      The breakdown of Net Financial Debt as of December 31, 2025, and December 31, 2024, is prepared in accordance with the format set forth in ESMA Guideline 32-382-1138 of March 4, 2021, and by Consob through Notice No. 5/21:

      Figures in thousands of euros Net financial debt	December 31, 2025	December 31, 2024
      (A) Cash and cash equivalents	54,784	25,574
      (B) Cash equivalents	72,416	5,000
      (C) Other current financial assets	252,023	83,154
      (D) Cash and cash equivalents (A+B+C)	379,223	113,728
      (E) Current financial debt	44	37
      (F) Current portion of non-current financial debt	1,164	1,034
      (G) Net current financial debt (E+F)	1,208	1,070
      (H) NET CURRENT FINANCIAL DEBT (G-D)	(378,015)	(112,658)
      (I) Non-current financial debt	9,719	10,473
      (J) Debt instruments	-	-
      (K) Trade payables and other current liabilities	-	-
      (L) Non-current financial debt (I+J+K)	9,719	10,473
      (M) NET FINANCIAL DEBT (H+L)	(368,295)	(102,184)

      For clarity, the reconciliation between the items shown in the Net Financial Debt table and the Balance Sheet is provided below:

      • "Cash and cash equivalents" (A) are classified under the item "Cash and cash equivalents";

      • "Cash equivalents" (B) are classified under the item "Cash and cash equivalents";

      • "Other current financial assets" (C) are classified under the item "Other current financial assets";

      • "Current financial debt" (E) is classified under "Current financial liabilities";

      • "Current portion of non-current financial debt" (F) is classified under the items "Current financial liabilities" and "Current lease liabilities";

      • "Non-current financial debt" (I) is classified under the items "Non-current financial liabilities" and "Non-current lease liabilities."

      Net Financial Debt as of December 31, 2025 shows a financial surplus of €368,295 thousand, composed as follows:

      • Cash and cash equivalents (D) amounted to €379,223 thousand, an increase of approximately 233% compared to the fiscal year ended December 31, 2024. This significant change in liquidity is primarily attributable to the positive balance between inflows and outflows of some of the most significant items, which relate to: (i) cash receipts from revenue from contracts with customers of approximately €313,505, (ii) cash receipts from net financial income of €5,314 thousand, (iii) expenditures for CAPEX investments amounting to €2,790 thousand,

        (iv) expenditures for procurement and operating costs of €48,691 thousand.

      • Current and non-current financial debt (G+L) of €10,927 thousand is entirely represented by debt related to the right-of-use of properties (IFRS 16). It should be noted that during 2025, ISTAT adjustments were made to property lease payments, which were affected by the inflation rate for the period. The decrease in this item compared to December 31, 2024, is related to the depreciation of leased assets.

      For further information, please refer to Note 12 of the consolidated financial statements and Note 13 of the separate financial statements.

   3. ‌Alternative Performance Indicators

      In order to assess the Group's performance, management monitors, among other things, Alternative Performance Indicators (APIs) relating to equity and financial performance.

      For a proper interpretation of these APIs, please note the following:

      • APIs are derived from historical data and are not indicative of the Group's future performance;

      • APIs are not measures whose determination is regulated by International Financial Reporting Standards (IFRS);

      • APIs should not be considered a substitute for the indicators required by the applicable accounting standards (IFRS);

      • these APIs should be read in conjunction with the Group's financial information taken from the consolidated financial statements as of December 31, 2025;

      • the definitions of the APIs used by the Group, as they do not derive from the applicable accounting standards, may not be consistent with those adopted by other groups and therefore may not be comparable to them.

      The following are the Alternative Economic Performance Indicators identified by the Group:

      Data in thousands of euros and as a percentage	Fiscal year ended December 31
      	2025	2024
      Revenue from contracts with customers	314,325	73,996
      EBITDA(*)	261,633	41,618
      EBITDA Margin	83.2%	56.2%
      EBIT	257,377	37,731

      (*) EBITDA represents operating profit before depreciation and amortization. EBITDA is a measure defined and used by the Group to monitor and evaluate the Group's operating performance, but it is not defined under IFRS; therefore, it should not be considered an alternative measure for the evaluation of the Group's operating performance. Since EBITDA is not a measure whose calculation is regulated by the accounting standards applicable to the preparation of the Group's consolidated financial statements, the method used to calculate EBITDA may not be consistent with that adopted by other groups, and therefore may not be comparable.

      The table below shows the reconciliation of EBIT and EBITDA with profit (loss) for the period.

      Figures in thousands of euros		Year ended December 31
      		2025	2024
      Profit (loss) for the period		229,681	45,292
      Income taxes		(30,432)	4,916
      Financial income and expenses		2,736	2,644
      EBIT		257,377	37,731
      Depreciation and amortization		(4,256)	(3,887)
      EBITDA		261,633	41,618
      The EBITDA Margin is calculated as shown in the table below:
      Figures in thousands of euros and as a percentage		Year ended December 31
      		2025	2024
      Revenue from contracts with customers (A)		314,325	73,996
      EBITDA (B)		261,633	41,618
      EBITDA Margin (B/A)		83.2%	56.2%

      The following are the Alternative Financial Performance Indicators identified by the Group:

      Figures in thousands of euros and as a percentage	Fiscal year ended December 31
      	2025	2024
      Net fixed assets	36,998	33,444
      Net working capital	(31,427)	3,029
      Net invested capital	5,571	36,473
      Net financial debt	(368,295)	(102,184)
      Financial independence ratio	85.5%	82.3%
      Structure margin	947.7%	383.8%
      Liquidity ratio	775.7%	784.1%
      Debt ratio	2.9%	8.3%
      The following table provides details of the financial independence ratio:
      Figures in thousands of euros and as a percentage	Fiscal year ended December 31
      	2025	2024
      Shareholders' equity (A)	373,862	138,657
      Total assets (B)	437,328	168,452
      Financial independence ratio (A/B)	85.5%	82.3%
      The following table provides a breakdown of the operating margin:
      Figures in thousands of euros and as a percentage	Fiscal year ended December 31
      	2025	2024
      Shareholders' equity (A)	373,862	138,657
      Non-current assets (B)	39,451	36,127
      Structure margin (A/B)	947.7%	383.8%
      The following table provides details of the liquidity ratio:
      Figures in thousands of euros and as a percentage	Fiscal year ended December 31
      	2025	2024
      Current assets (A)	397,877	132,325
      Current liabilities (B)	51,289	16,639
      Liquidity ratio (A/B)	775.7%	795.3%

      The following table provides details of the Debt Ratio:

      Figures in thousands of euros and as a percentage	Fiscal year ended December 31
      	2025	2024
      Financial debt(*)(A)	10,927	11,544
      Shareholders' equity (B)	373,862	138,657
      Debt ratio (A/B)	2.9%	8.3%

      (*) Financial debt was calculated as the sum of the following balance sheet items: "Current financial liabilities," "Non-current financial liabilities," "Current lease liabilities," and "Non-current lease liabilities."

      The indicators shown in the tables above highlight the Group's solid and highly liquid financial position.

   4. ‌Performance of the Parent Company

      The following table presents the Parent Company's financial results for the fiscal years ended December 31, 2025, and December 31, 2024:

      Figures in thousands of euros and as a

      Fiscal year ended December 31 Changes

      percentage

      	2025	%	2024	%		2025 vs. 2024	%
      Revenue from customer contracts	15,692	100.0%	74,749	100.0%		(59,057)	(79.0)%
      Other income	5,747	36.6%	3,660	4.9%		2,087	57.0%
      Total Revenue	21,439	136.6%	78,409	104.9%		(56,970)	(72.7)%
      Operating expenses (*)	(42,798)	(272.7)%	(32,078)	(42.9)%		(10,720)	33.4%
      EBITDA(**)	(21,359)	(136.1) %	46,331	62.0%		(67,690)	(146.1)%
      Depreciation and amortization	(3,723)	(23.7)%	(3,372)	(4.5)%		(351)	10.4%
      EBIT	(25,082)	(159.8) %	42,959	57.5%		(68,042)	(158.4)%
      Financial income	4,883	31.1%	4,022	5.4%		861	21.4%
      Financial expenses	(2,301)	(14.7) %	(1,350)	(1.8) %		(951)	70.4%
      Income from investments	251,622	1,603.5%	(5,280)	(7.1)%		256,903	(4,865.4) %
      Income before taxes	229,123	1,460.1%	40,351	54.0%		188,771	467.8%
      Taxes	558	3.6%	4,939	6.6%		(4,381)	(88.7)%
      Net Income (Loss) for the Year	229,681	1,463.7%	45,291	60.6%	184,390 407.1%

      (*) Operating costs consist of the sum of the following balance sheet items: purchases of raw materials and consumables, costs for services, costs for use of third-party assets, personnel costs, and other operating costs

      (**) EBITDA represents operating profit before depreciation and amortization. EBITDA is a measure defined and used by the Group to monitor and evaluate the Group's operating performance, but it is not defined under IFRS; therefore, it should not be considered an alternative measure for evaluating the Group's operating performance. The Company believes that EBITDA is an important metric for measuring the Group's performance as it allows for an analysis of the Group's profitability by eliminating the effects of non-recurring economic items. Since EBITDA is not a measure whose calculation is regulated by the accounting standards applicable to the preparation of the Group's consolidated financial statements, the method used to calculate EBITDA may not be consistent with that adopted by other groups, and therefore may not be comparable.

      The following table presents the reclassified balance sheet data by Sources and Uses for the Parent Company:

      Figures in thousands of euros and as a percentage	As of December 31			Changes
      	2025	2024		2025 vs. 2024	%
      Loans Property, plant, and equipment	14,455	14,191		264	1.9%
      Intangible assets	724	799		(75)	(9.4)%
      Right-of-use assets	5,788	6,146		(358)	(5.8) %
      Equity investments	254,165	841		253,323	30,105.0%
      Other non-current assets	4,442	1,626		2,816	173.2%
      Deferred tax assets	8,961	8,468		493	5.8%
      Employee benefits	(1,330)	(1,293)		(36)	2.8%
      Other non-current liabilities	(717)	(1,107)		391	(35.3)%
      Deferred tax liabilities	(356)	(237)		(119)	50.4%
      Net fixed assets(*)	286,133	29,435		256,698	872%
      Inventories	2,882	3,149		(267)	(8.5) %
      Contract assets	2,937	3,261		(325)	(10.0) %
      Trade receivables	2,975	1,595		1,379	86.5%
      Tax receivables	10,308	10,206		102	1.0%
      Other current assets	943	897		47	5.2%

      Trade payables	(13,993)	(10,649)		(3,344)	31.4%
      Contract liabilities	(1,834)	(377)		(1,456)	385.8%
      Tax liabilities	(240)	(2,135)		1,895	(88.8)%
      Other current liabilities	(3,208)	(2,569)		(639)	25%
      Net working capital	770	3,377		(2,607)	-77%
      Net invested capital(*)	286,903	32,812		254,091	774%
      Sources				-	-
      Net Equity	373,867	138,657		235,209	169.6%
      Net financial debt(*)	(86,964)	(105,845)		19,119	(18.0) %
      Total sources	286,903	32,812		254,328	781 %

      (*) Net fixed assets, net working capital, net invested capital, and net financial debt are alternative performance indicators, not identified as accounting measures under IFRS, and therefore should not be considered alternatives to those provided by the Group's financial statements for assessing the Group's financial position and performance.

      The following table provides a breakdown of the Parent Company's Net Financial Debt as of December 31, 2025, and December 31, 2024, prepared in accordance with ESMA Guidance 32-382-1138 of March 4, 2021, and by Consob through the Notice No. 5/21 :

      Figures in thousands of euros Net financial debt	December 31, 2025	December 31, 2024
      (A) Cash and cash equivalents	7,699	24,314
      (B) Cash equivalents	-	5,000
      (C) Other current financial assets	135,542	83,154
      (D) Cash and cash equivalents (A+B+C)	143,240	112,471
      (E) Current financial debt	50,044	37
      (F) Current portion of non-current financial debt	831	715
      (G) Net current financial debt (E+F)	50,876	752
      (H) NET CURRENT FINANCIAL DEBT (G-D)	(92,365)	(111,716)
      (I) Non-current financial debt	5,401	5,871
      (J) Debt instruments	-	-
      (K) Trade payables and other current liabilities	-	-
      (L) Non-current financial debt (I+J+K)	5,401	5,871
      (M) NET FINANCIAL DEBT (H+L)	(86,964)	(105,845)

      The following are the Alternative Economic Performance Indicators for the Parent Company:

      Figures in thousands of euros and as a percentage	Fiscal year ended December 31
      	2025	2024
      Revenue from contracts with customers	15,692	74,749
      EBITDA	(21,359)	46,331
      EBITDA Margin	(136.1)%	62.0%
      EBIT	(25,082)	42,959

      The following table shows the reconciliation of the Company's EBIT and EBITDA with net income (loss) for the year.

      Figures in thousands of euros	Year ended December 31
      	2025	2024
      Profit (loss) for the period	229,681	45,291
      Income taxes	558	4,939
      Financial income and expenses	2,582	2,672
      Income from equity investments	(251,662)	(5,280)
      EBIT	(25,082)	42,959
      Depreciation and Amortization	(3,723)	(3,372)
      EBITDA	(21,359)	46,331
      The EBITDA Margin is calculated as shown in the table below:

      Figures in thousands of euros and as a percentage	Year ended December 31
      	2025	2024
      Revenue from contracts with customers (A)	15,692	74,749
      EBITDA (B)	(21,359)	46,331
      EBITDA Margin (B/A)	(136.1) %	62.0%

      The following are the Alternative Financial Performance Indicators for the Parent Company:

      Figures in thousands of euros and as a percentage	Fiscal year ended December 31
      	2025	2024
      Net fixed assets	286,133	29,435
      Net working capital	770	3,377
      Net invested capital	286,903	32,812
      Net financial debt	(86,964)	(105,845)
      Financial independence ratio	82.7%	84.7%
      Structure margin	129.6%	432.3%
      Liquidity ratio	232.8%	786.9%
      Debt ratio	15.1%	4.8%

      It should be noted that net fixed assets, net working capital, net invested capital, and net financial debt are alternative performance indicators, not identified as accounting measures under IFRS, and therefore should not be considered an alternative to those provided by the Parent Company's financial statements for assessing the Company's financial position and results of operations.

      The table below provides details of the Financial Independence Ratio:
      Data in thousands of euros and as a percentage	Year ended December 31
      	2025	2024
      Shareholders' equity (A)	373,867	138,657
      Total assets (B)	451,821	163,649
      Financial independence ratio (A/B)	82.7%	84.7%
      The following table provides a breakdown of the operating margin:
      Figures in thousands of euros and as a percentage	Fiscal year ended December 31
      	2025	2024
      Shareholders' equity (A)	373,867	138,657
      Non-current assets (B)	288,535	32,072
      Structural margin (A/B)	129.6%	432.3%
      The following table provides details of the liquidity ratio:
      Figures in thousands of euros and as a percentage	Fiscal year ended December 31
      	2025	2024
      Current assets (A)	131,577	131,577
      Current liabilities (B)	16,483	16,483
      Liquidity ratio (A/B)	786.9%	798.3%
      The following table provides details of the Debt Ratio:
      Figures in thousands of euros and as a percentage	Fiscal year ended December 31
      	2025	2024
      Financial debt(*)(A)	56,277	6,623
      Equity (B)	373,867	138,657
      Debt ratio (A/B)	15.1%	4.8%

      (*) Financial debt was calculated as the sum of the following balance sheet items: "Current financial liabilities," "Non-current financial liabilities," "Current lease liabilities," "Non-current lease liabilities."

   5. ‌Reconciliation of the Parent Company's equity and net income with those of the Group

      The following table shows the reconciliation of the Parent Company's equity and net income with those of the consolidated financial statements as of December 31, 2024, and December 31, 2025:

      Figures in thousands of euros	Equity as of	2025 Net Other movements Equity as of
      	12/31/2024	Income		12/31/2025
      Parent Company equity	138,657	229,681	5,529	373,867
      Income and equity of subsidiaries	(1,427)	251,622	(254,165)	(3,969)
      Write-off of carrying amount of investment	1,427	(251,622)	254,165	3,969
      Group equity	138,657	229,681	5,529	373,867

6. ‌Procedures and Related Party Transactions

   In accordance with the current "Procedure for Related-Party Transactions," the OPC Oversight Committee (comprising the Chief Financial Officer and the Head of Legal Affairs) submitted the necessary reports to the OPC Committee regarding the transactions carried out by the Company, which were subsequently recorded in the relevant Related-Party Transactions Register.

   During the 2025 fiscal year, transactions were carried out with related parties under normal market conditions, generating profitability in line with the Company's earnings parameters.

   Transactions with related parties are disclosed in the financial statements and described in detail in Note 30 of the consolidated financial statements and Note 32 of the separate financial statements, to which reference is made, and are not classified as atypical or unusual.

7. ‌Organization, Management, and Control Model pursuant to Legislative Decree 231/2001 and Whistleblowing Procedure

   Philogen S.p.A., in order to clearly and transparently define the set of values that guide it in achieving its institutional objectives, has adopted, effective 2020, an Organization, Management, and Control Model pursuant to Legislative Decree 231/2001, which has been updated over time to reflect changes in applicable legislation ("Model").

   In particular, during 2025, the Company continued to monitor any legislative changes as well as modifications to the corporate governance structure adopted by the Company following its listing, in order to promptly incorporate them into the Model.

   The current versions of the Organizational Model ("General Section") and the Code of Ethics are available on the Company's website (http://www.philogen.com/) in the Governance section (codice-etico-e-modello-231).

   The Company has implemented a review process of its Organizational Model, with the support and under the supervision of the Supervisory Body, to verify its adequacy following recent regulatory updates.

8. ‌Information on corporate governance and ownership structure

   Philogen S.p.A. adheres to the Corporate Governance Code for listed Italian companies, adapting it to its specific characteristics.

   In order to meet the transparency obligations set forth by sector regulations, the "Report on Corporate Governance and Ownership Structure" required by Article 123-bis of the Consolidated Law on Finance has been prepared, containing a general description of the governance system adopted by Philogen S.p.A. In addition to information on ownership structures, the organizational model adopted pursuant to Legislative Decree No. 231 of 2001, and the degree of compliance

   with the Corporate Governance Code-including the main governance practices applied and the characteristics of the risk management and internal control system in relation to the financial reporting process-are also provided.

   In particular, the aforementioned "Report on Corporate Governance and Ownership Structure" details the most significant events that characterized corporate management during 2025, including the renewal of the Board of Directors and its committees (see the section "Appointment of the Board of Directors and Board Committees"), the subsequent appointment of Mr. Duccio Neri, Prof. Dario Neri, and Mr. Giovanni Neri as Chairman of the Board of Directors, Chief Executive Officer, and Managing Director, respectively, and the subsequent revision of the powers delegated to the aforementioned executive directors, as well as the assessments made by the Board of Directors regarding the "Committee Recommendations for 2025" contained in the letter sent to the Company by the Chairman of the Corporate Governance Committee on the occasion of the Board of Directors' meeting of January 29, 2026.

   This document is available on the Company's website at https://www.philogen.com.

9. ‌Risk Assessment

   In accordance with industry regulations, applicable laws, and the Corporate Governance Code established by Borsa Italiana, the Group has implemented an Internal Control and Risk Management System (SCIGR), a set of "tools" (guidelines, procedures, etc.) designed to provide reasonable assurance regarding the achievement of operational efficiency and effectiveness objectives, the reliability of financial and management information, compliance with laws and regulations, and the safeguarding of corporate assets.

   The Group has adopted a Corporate Governance model whose main functions and the bodies involved in audit activities or recipients of the results thereof are:

   • The Board of Directors, which is responsible for setting policy and assessing the adequacy of the system, has designated an Executive Director from among its members to oversee the functioning of the SCIGR. Specifically, at its meeting on November 11, 2025, the Board of Directors gave a positive assessment of the adequacy of the organizational, administrative, and accounting structure;

   • Board of Statutory Auditors, which monitors the effectiveness of the SCIGR;

   • Risk Control Committee, tasked with supporting, through appropriate preliminary investigations, the Board of Directors' assessments and decisions regarding the internal control and risk management system, as well as those related to the approval of periodic financial reports;

   • The Manager Responsible for the Preparation of Corporate Accounting Documents, who oversees the adequacy and effective application of proper accounting procedures;

   • Internal Audit, a function responsible for verifying that the SCIGR is operational and adequate;

   • Single-member Supervisory Body, tasked with verifying the efficiency and effectiveness of the Organizational and Control Model (and, where necessary, modifying and supplementing said Model) with respect to the prevention and commission of the offenses provided for by Legislative Decree 231/2001;

   • Department Heads, responsible for overseeing the proper application of company procedures.

   Toward the end of 2024, the process of defining the new three-year audit plan for the period 2025-2027 was initiated. The update of the Risk Assessment process aims to renew the tools in use, aligning them with business evolution and integrating key ESG factors. The Audit Plan for the 2025-2027 period was submitted for approval to the Board of Directors on March 27, 2025.

   The adequacy of the risk mapping and, consequently, of the related Audit Plan is constantly monitored by the Company, which is supported in this activity by the Internal Audit function. During 2025, the Internal Audit function undertook the verification activities provided for in the 2025-2027 Audit Plan, in accordance with the procedures, methodologies, and audit techniques specified therein.

   Specifically, the following risks were audited as provided for in the audit plan: "Human Resources Management" and "Procurement and Supplier Management." Upon completion of the audit for each area, the Internal Audit function submitted a specific Audit Report to the Company containing a summary of the activities performed and any observations and/or recommendations addressed to the Company.

10. ‌Management and Coordination Activities

    Pursuant to paragraph 5 of Article 2497-bis of the Italian Civil Code, it is hereby disclosed that the Group is not subject to management and coordination by other companies.

11. ‌Branch Offices

    The company has the following branch offices:

    • Monteriggioni (SI) Local Unit - Via Montarioso No. 11, ZIP Code 53035;

    • Sovicille (SI) branch - Località Bellaria No. 35; ZIP Code 53018.

    It is also noted that a local unit was opened at Via Privata Maria Teresa 7, Milan (MI), 20123 on December 17, 2025.

12. ‌Key Risks and Uncertainties

    The information specifically required by Article 2428 of the Italian Civil Code is analyzed in greater detail below.

    The mapping and management of business risks is an activity carried out continuously by the Group to assess, in terms of probability and impact, all aspects that, in any way, may hinder the achievement of corporate objectives. Business risks are categorized as operational, if related to business processes and activities, and financial, if related to the financial area.

    1. ‌Strategic and Operational Risks

Risks related to dependence on senior executives, key personnel, and specialized staff

Given the specialized nature of its activities, the Group relies significantly on qualified management and other key scientific personnel, for whom it faces intense competition and whom it must recruit to grow, such as, in particular, the Chairman of the Scientific Committee and CEO, who has extensive scientific research experience at some of Europe's leading research centers, including the Medical Research Council and ETH Zurich. The potential loss of key personnel or the inability to attract and retain additional qualified personnel could have negative effects on the development and commercialization of candidate products. The occurrence of such risks could have serious negative effects on the Group's economic, financial, and financial position.

Risks related to the conduct of research, clinical and preclinical studies, and production

The Group's strategy is focused on the commercialization of pharmaceutical products that are still in the experimental phase, only two of which are in a more advanced stage of development. There are significant uncertainties regarding the success of the experimental phase and the Group's ability to obtain marketing authorizations from the relevant regulatory authorities. Furthermore, the products may fail to meet market expectations in terms of efficacy and safety, and therefore no revenue may be generated from their marketing. Should the Group be unable to market the products and license its product candidates, or should other competing products be preferred by the market over those of the Group, this would result in serious adverse effects on the Group's economic, financial, and equity position.

Risks related to the protection of intellectual property rights and reliance on trade secrets

The Group's commercial success will also depend on its ability to protect its intellectual or industrial property rights, including potential ones (such as processes and the use of the products themselves), in the European Union, the United States of America, Japan, and other countries. If the Group's efforts to protect its exclusive rights and intellectual property were insufficient, competitors could exploit the Group's technologies to create competing products, erode its competitive advantage, and capture all or part of its market share. The occurrence of such risks could have significant negative effects on the Group's economic, financial, and financial position.

Risks related to changes in and non-compliance with industry regulations

In conducting clinical trials of compounds, the Group must comply with applicable national and international regulations, including, in particular, the guidelines for Good Manufacturing Practice (GMP) and Good Clinical Practice (GCP). Any changes to the current regulatory framework could result in delays in the production of the compounds and/or their clinical trials and an increase in costs, with consequent negative effects on the Group's economic, financial, and equity position.

Risks Related to Information Systems

IT systems are exposed to the risk of failures and/or malfunctions of the IT network, data security breaches, the risk of viruses, unauthorized access, as well as natural events that could result in data loss or the dissemination/disclosure of confidential and/or proprietary information, with potential negative effects on the Group's operations and its growth and development prospects. Philogen ensures the security of data, sensitive information, and intellectual property by managing the entire cycle, which includes threat detection and the definition of countermeasures in response to attacks. The Group's cybersecurity system includes specific organizational controls-in compliance with regulations and relevant standards-which entail the adoption of specific requirements and timelines regarding the reporting of incidents and/or data breaches, as well as the ongoing training of personnel and operational tools. For the sake of completeness, it should be noted that on April 13, 2025, the Company was classified as a "significant entity" by the National Cybersecurity Agency (ACN).

Financial risks and risks related to changes in the fair value of the securities portfolio

Financial risks refer to risks arising from the holding or trading of financial instruments. The Company invests by diligently following a financial investment policy approved by the Board of Directors, which is constantly monitored and updated. The policy is based on selecting financial investments that are easily liquidated and predominantly have a low-risk profile. The Group is subject to the risk of changes in the fair value of financial instruments held in its portfolio, whose value as of December 31, 2025, amounts to €252,023 thousand. The occurrence of such risk could have significant negative effects on the Group's economic, financial, and equity position. Detailed tables of financial risks are presented in Note 28 of the consolidated financial statements and in Note 30 of the separate financial statements.

Foreign exchange risk

The Group is exposed to foreign exchange risk in connection with sales, purchases, receivables, and loans denominated in a currency other than the Group's functional currency. The Group's production activities are limited to Italy and Switzerland; therefore, the Group is exposed to fluctuations between the euro and the Swiss franc. The reference currency for the purposes of the Group's consolidation is the euro. Philogen is subject to foreign exchange risk arising from the translation of the financial statements of its Swiss subsidiary Philochem AG, which affects consolidated net income and consolidated equity (translation risk). Finally, starting in 2025, following the signing of the agreement with RayzeBio, the Group is exposed to exchange rate risk between the Euro and the U.S. dollar ( ) arising from the receipt of the upfront payment and subsequent contractually agreed milestones in U.S. dollars. For further details on financial risks, please refer to Note 28 of the consolidated financial statements and Note 30 of the annual financial statements.

Risks related to existing lease agreements

As part of the management of leased properties, the Company constantly monitors rental risk, namely the risk arising from the possibility that leased properties may undergo changes in rent or in the duration of leases as originally agreed upon contractually (renewal could occur under less favorable terms than in previous years) or in the costs associated with managing the leased spaces, or difficulties, in the event of non-renewal of lease agreements, in finding additional spaces and/or properties in which to conduct its business.