Half-year financial report as of June 30, 2026
Philogen Group
Table of Contents (Courtesy English translation) Group Data and Information for Shareholders .................................................................................................................... 1 Corporate Bodies ................................................................................................................................................................ 2 Philogen: Introduction to the Group ..................................................................................................................................... 3 1. Group’s History .................................................................................................................................................. 3 2. The Group’s Strategy ......................................................................................................................................... 4 3. The Group’s Pipeline ......................................................................................................................................... 4 4. Intellectual Property ........................................................................................................................................... 6 Macroeconomic Context...................................................................................................................................................... 8 Philogen Stock Performance ............................................................................................................................................... 9 Interim Management Report as of June 30, 2026 ............................................................................................................. 13 Introduction ....................................................................................................................................................................... 14 1. Information on the Group ................................................................................................................................. 14 2. Research and Development Activities ............................................................................................................. 15 3. Scientific Developments During the First Half of 2026 ..................................................................................... 15 3.1 Summary of development and GMP activities carried out during the period ended June 30, 2026 ............. 15 4. Significant events that occurred during the first half of 2026 ........................................................................... 18 4.1 Dividend Distribution ................................................................................................................................... 18 4.2 Internal Dealing Transactions ...................................................................................................................... 18 4.3 Purchase of Treasury Stock ........................................................................................................................ 18 4.4 Remuneration Policy ................................................................................................................................... 20 4.5 Relations with the Tax Authority .................................................................................................................. 20 4.6 Compliance with Directive (EU) 2022/2555 (NIS2) and Legislative Decree No. 138 of September 4, 2024 – Appointment of the Data Protection Officer ....................................................................................................................... 21 4.7 Other Significant Events Occurring During the First Half of 2026 ................................................................ 21 5. Group Financial Results .................................................................................................................................. 21 5.1 Income Statement ....................................................................................................................................... 21 5.2 Balance Sheet ............................................................................................................................................. 23 5.3 Alternative Performance Measures ............................................................................................................. 24 6. Procedure and Transactions with Related Parties ........................................................................................... 26 7. Organizational, Management, and Control Model pursuant to Legislative Decree No. 231/2001 “Organizational Decree” ( ) and Whistleblowing Procedure. ....................................................................................................................... 27 8. Information on Corporate Governance and Ownership Structure .................................................................... 27 9. Key Risks and Uncertainties ............................................................................................................................ 27 9.1 Strategic and Operational Risks .................................................................................................................. 27 10. Environmental and Occupational Safety Disclosure ........................................................................................ 29 11. Environmental Responsibility and Climate Change ......................................................................................... 30 12. Personnel Information ...................................................................................................................................... 31 13. Significant Events Subsequent to the End of the Period .................................................................................. 33
Half-year financial report as of June 30, 2026
Philogen Group
13.1 Purchase of Treasury Stock ........................................................................................................................ 33 13.2 Update on the Marketing Authorization Application for Nidlegy™ ............................................................... 34 14. Business Outlook ............................................................................................................................................. 34 Condensed Consolidated Half-Year Financial Statements as of June 30, 2026 ............................................................... 39 Consolidated Income Statement ....................................................................................................................................... 40 Consolidated Statement of Comprehensive Income ......................................................................................................... 41 Consolidated Statement of Financial Position ................................................................................................................... 42 Statement of Changes in Consolidated Shareholders’ Equity ........................................................................................... 43 Consolidated Cash Flow Statement .................................................................................................................................. 44 Notes to the condensed consolidated interim financial statements ................................................................................... 45 Basis of Preparation .......................................................................................................................................................... 45 1. Introduction ...................................................................................................................................................... 45 2. Entity Preparing the condensed consolidated semiannual financial statements .............................................. 45 3. Preparation Criteria .......................................................................................................................................... 45 4. Segment Reporting .......................................................................................................................................... 46 Income Statement ............................................................................................................................................................. 47 5. Revenues and Income ..................................................................................................................................... 47 6. Operating Expenses ........................................................................................................................................ 48 7. Financial Income and Expenses ...................................................................................................................... 51 8. Taxes ............................................................................................................................................................... 51 9. Earnings/(Loss) per Share ............................................................................................................................... 53
Assets 53
10. Property, Plant, and Equipment ....................................................................................................................... 53 11. Intangible Assets ............................................................................................................................................. 54 12. Right-of-use assets and lease liabilities ........................................................................................................... 55 13. Inventories ....................................................................................................................................................... 56 14. Contract Assets and Liabilities ......................................................................................................................... 57 15. Trade receivables ............................................................................................................................................ 57 16. Tax receivables and payables ......................................................................................................................... 58 17. Other Current Financial Assets ........................................................................................................................ 59 18. Other current assets ........................................................................................................................................ 60 19. Cash and Cash Equivalents ............................................................................................................................ 60 Net Equity and Liabilities ................................................................................................................................................... 60 20. Shareholders’ Equity ........................................................................................................................................ 60 21. Employee Benefits ........................................................................................................................................... 63 22. Current and Non-Current Financial Liabilities .................................................................................................. 64 23. Trade payables ................................................................................................................................................ 65 24. Other current and non-current liabilities ........................................................................................................... 65 Other Information .............................................................................................................................................................. 66
Half-year financial report as of June 30, 2026
Philogen Group
25. Stock-Based Compensation Plan .................................................................................................................... 66 26. Financial Risk Disclosure ................................................................................................................................. 69 27. Disclosures on Financial Instruments .............................................................................................................. 72 28. Related Parties ................................................................................................................................................ 73 Accounting Principles ........................................................................................................................................................ 75 29. Valuation Criteria ............................................................................................................................................. 75 30. Principal Accounting Principles ........................................................................................................................ 75 Certification of the condensed consolidated semiannual 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 91
Half-year financial report as of June 30, 2026 1
Philogen Group
Group Data and Information for Shareholders Philogen S.p.A.
Registered office: Piazza L a Lizza No. 7, 53100 Siena
Branch offices:
Local Unit No. SI/2 Via Montarioso No. 11, Loc. Monteriggioni, 53035 Siena Local Unit No. SI/5 35 Bellaria, Sovicille, 53018 Siena Local Unit No. MI/1 7 Via Privata Maria Teresa, Milan, 20123 Milan Arezzo-Siena Business Registry:
VAT ID/Tax ID 00893990523
REA SI-98772
Share Capital: 5,731,226.64 euros, fully paid-in Borsa Italiana Ticker Symbol: PHIL ISIN for common shares: IT0005373789 ISIN for multiple-voting shares: 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
Half-year financial report as of June 30, 2026 2
Philogen Group
Corporate Bodies
Board of Directors The Board of Directors, appointed by the Shareholders’ Meeting on April 29, 2025, will remain in office for the three-year term 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: Roberto Bonini, Ph.D.
Alternate Auditor: Dr. Nadia Fontana
Audit Firm
KPMG S.p.A.
Officer Responsible for Preparing the Company’s Financial Statements Dr. Laura Baldi, Chief Financial Officer , Certified Public Accountant, and Statutory Auditor.
Supervisory Body
The single-member Supervisory Body (OdV), appointed by resolution of the Board of Directors on April 29, 2025, for the three-year period 2025–2027, consists of Dr. Marco Tanini. The OdV will remain in office until the end of the current Board of Directors’ term.
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.
Nominating 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 (TUF) and Article 2 of the Corporate Governance Code.
Half-year financial report as of June 30, 2026
3
Philogen Group
Philogen: Introduction to the Group 1. Group’s History Philogen (“the Group” or “the Company”), listed on the Mercato Telematico Azionario (“EXM”) operated by Borsa Italiana (Reuters: PHIL) as of March 3, 2021, is an Italian-Swiss company founded in 1996 that operates in the biotechnology sector and specializes 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 ingredient (e.g., cytokines, radionuclides, cytotoxic agents) to the affected 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 advancing 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.
The Group operates 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 two GMP (Good Manufacturing Practice ) facilities.
As of today, the Philogen Group operates 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 to manufacture and import active pharmaceutical ingredients. The Rosia site is authorized to manufacture sterile products for clinical and commercial use and holds authorization to manufacture and import active pharmaceutical ingredients for the same purposes. Additionally, the Rosia site was recently authorized by AIFA to manufacture small-volume injectable drugs under aseptic conditions, not limited to biotechnology products.
This structure enables the Group to operate through a manufacturing infrastructure capable of supporting both clinical and commercial activities.
Specifically:
Montarioso: AIFA (MED) authorization dated April 21, 2026, No. aM-52/2026, and GMP certificate No.
IT/68/H/2026, for the production of monoclonal antibodies in small-volume liquids prepared under aseptic conditions for clinical use Montarioso: AIFA (API) authorization dated August 31, 2026, No. GMP-API/208/2026, and GMP certificate No.
IT-API/115/H/2026, for the production of biotechnological active substances (monoclonal antibodies) for clinical use.
Rosia: AIFA (MED) authorization dated July 3, 2026, No. aM 99/2026, and GMP certificate No. IT/132/H/2026, for the aseptic production of small-volume medicinal products, both investigational and commercial, including biotechnological drugs.
Rosia: AIFA (API) authorization dated September 1, 2025, No. GMP.API/175/2025, and GMP certificate IT-
API/84/H/2025, for the production of biotechnological active substances (monoclonal antibodies) for clinical and commercial use.
The figure below illustrates the three phases of Philogen’s history from 1996 to June 30, 2026, along with the respective industrial milestones.
Half-year financial report as of June 30, 2026
4
Philogen Group
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, as it covers all phases of drug development, including research, GMP manufacturing, and clinical development. In addition to its research facility in Zurich, Switzerland, the Company has two GMP-certified manufacturing sites: one in Montarioso (Siena), where the Company produces drugs for clinical trials, and one in Rosia (Siena), dedicated to the production of drugs for both clinical trials and commercial use.
Furthermore, the Rosia site was recently authorized by AIFA to produce small-volume injectable drugs under aseptic conditions, not limited to biotechnology products.
3. The Group’s Pipeline The Group’s product portfolio consists of (i) antibody-based products and small organic molecules at various stages of clinical development, and (ii) various preclinical programs that are fundamental to the Group’s continued innovation in the future.
The Group’s Pipeline is outlined below:
Half-year financial report as of June 30, 2026
5
Philogen Group
In particular,
Nidlegy™: In May 2023, the Company entered into a licensing agreement with Sun Pharma for the commercialization, licensing, and supply of Nidlegy ™ in Europe, Australia, and New Zealand for the treatment of skin cancers. Philogen retains the rights to all other territories and therapeutic indications.
The Company has resubmitted its Marketing Authorization Application to the European Medicines Agency (EMA) for the treatment of melanoma. The U.S. Phase III trial aimed at obtaining approval in the United States is ongoing. In addition, Phase 2 clinical trials for non-melanoma skin cancers have been completed, and new registration studies have begun for locally advanced basal cell carcinoma (BCC) and squamous cell carcinoma (cSCC) in the last-line setting. These new studies are currently underway in Europe and the United States.
Fibromun : On October 1, 2024, the Philogen Group announced an additional 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 commercialization 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 commercialization activities.
Philochem AG, a subsidiary of the Philogen Group, 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.
It is also worth noting the progress in the field of small organic molecules that characterize the pipeline of the subsidiary Philochem.
OncoFAP : The OncoFAP ligand is the subject of several clinical trials, both as a radioactive and non-radioactive derivative.
68 Ga-OncoFAP is the subject of an industrial collaboration with Blue Earth Diagnostic for imaging applications, for which Phase 2 has begun. 177 Lu-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.
Half-year financial report as of June 30, 2026
6
Philogen Group
OncoACP3 : On June 10, 2025, a licensing agreement was announced with RayzeBio for a total value of up to 1.35 billion USD 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.
4. 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 owns or holds exclusive licenses to more than one hundred national patents filed in various countries.
The Group’s patents primarily include: (i) “technology” patents relating to the fundamental enabling technologies used in the Group’s activities; (ii) “product” patents, i.e., patents relating to product candidates in preclinical and clinical development and their constituent elements; and (iii) “combination” patents relating to the combination of patented product candidates with other therapeutic agents not covered by patents.
Patent Portfolio
To provide a better understanding of the intellectual property held by the Group, the following table lists the patents and patent applications held by the Parent Company and its subsidiary as of June 30, 2026.
Philogen S.p.A .:
Country Granted Patents / Accepted Applications Patent Applications Australia 13 4 Brazil 1 1 Canada 12 3 China 3 6 Europe 15 7 Hong Kong 3 1 India 3 2 Indonesia 1 -
Israel 1 -
Japan 11 2 Malaysia 1 -
Mexico 6 2 New Zealand 5 2 Singapore 1 -
South Africa 3 -
South Korea 7 2 Taiwan 1 -
Half-year financial report as of June 30, 2026
7
Philogen Group
United States of America 22 7 Vietnam 1 -
Patent Cooperation Treaty (PCT) (*) - 4 (*) PCT (Patent Cooperation Treaty ): a treaty on patent cooperation—158 member states to date. The owner of a PCT international patent application may pursue that application in the specific countries where they wish to obtain a patent by completing the actual filing of the international application in each of those countries within 30 months of the filing date (or priority date) of the application.
Philochem AG :
Country Granted Patents / Accepted Applications Patent Applications Algeria - 1 Saudi Arabia - 1 Australia 1 4 Brazil 1 4 Canada 1 6 China 1 6 Colombia - 1 United Arab Emirates - 1 Eurasia - 1 Europe 3 9 Germany 1 -
Hong Kong 1 2 India - 4 Israel 1 3 Japan 2 5 Macau 1 -
Malaysia - 1 Mexico 1 4 New Zealand - 1 Singapore 2 2 South Africa 1 1 South Korea - 4 United States of America 4 8 Thailand - 1 Patent Cooperation Treaty (PCT)(*) - 2 (*) PCT (Patent Cooperation Treaty): a treaty on patent cooperation—158 member states to date. The owner of a PCT international patent application may pursue that application in the specific countries where they wish to obtain a patent, by completing the actual filing of the international application in each of those countries within 30 months of the filing date (or priority date) of the application.
Half-year financial report as of June 30, 2026
8
Philogen Group
Macroeconomic Context
The first half of 2026 was marked by a complex macroeconomic environment, influenced by escalating geopolitical tensions in the Middle East and the ongoing conflict between Russia and Ukraine. These factors fueled volatility in energy markets, driving upward pressure on oil and natural gas prices and contributing to a deterioration in global growth prospects and greater uncertainty regarding inflation trends.
In Europe, rising energy costs and the worsening geopolitical landscape led to a downward revision of the Eurozone’s growth outlook, despite support from investment programs in infrastructure, defense, and energy security. In this context, the European Central Bank adopted a more cautious and restrictive stance, halting its rate-cutting cycle and taking action during the half-year to counter the resurgence of inflationary pressures.
In the United States, the economy showed greater resilience than Europe’s, supported by strong consumer spending, investment, and a robust labor market. Faced with persistent price pressures, the Federal Reserve kept interest rates unchanged, reaffirming a cautious approach focused on containing inflation. In Asia, China continued to benefit from global demand in the technology sectors, though it was weighed down by weakness in the real estate sector and moderate domestic consumption growth.
Artificial intelligence remained one of the key structural factors supporting the markets, driving substantial investment in digital infrastructure, data centers, semiconductors, and computing power. Despite high geopolitical uncertainty, the economic slowdown, and the restrictive stance of monetary policies, the major European and U.S. stock markets closed the half-year with generally positive performance, supported, respectively, by investments in infrastructure, defense, and energy, and by the continued strength of the technology sector.
Half-year financial report as of June 30, 2026
9
Philogen Group
Philogen Stock Performance Philogen stock (Ticker: PHIL) posted a slightly negative performance (-0.43%) during the first half of 206, closing the period at a price of 23.20 euros per share.
By comparison, the stock underperformed both the Italian market and its sector. The FTSE MIB Index, which represents the leading domestic companies, posted a positive return of 14.99%; the FTSE Italia Mid Cap Index, which represents companies with a market capitalization similar to Philogen’s, also managed to close the half-year with a gain of 5.96%. At the sector level, the benchmark index, the SPDR S&P Biotech, rose by 29.79%.
As noted, the first half of 2026 unfolded against a market backdrop characterized by persistent macroeconomic and geopolitical uncertainty, which continued to influence investors’ decisions. Investors’ attention focused in particular on the evolution of monetary policies, inflationary trends, and developments in the international landscape—factors that contributed to fueling volatility in the financial markets. In this scenario, company-specific news and updates continued to be a key factor driving differences in stock performance. As for Philogen, market interest during the half-year was driven by the steady progress of clinical development activities aimed at achieving several significant milestones, which were reached over the summer.
As of June 30, 2026, the market capitalization was 942.18 million euros. This market capitalization includes both the common shares, listed on the MTA, and the Class B preferred shares, which are excluded from the market capitalization calculated by Borsa Italiana, as it includes only common shares in its calculation. Specifically, it should be noted that the market capitalization, net of Class B shares, as of the end of June 2026 amounted to 678.43 million euros.
* The price refers to June 30, 2026, the last trading day of the half-year, and December 30, 2025, the last trading day of the year 2025 The chart below shows the stock’s performance.
Comparison of Philogen’s performance against the main benchmark indices (December 30, 2025 – June 30, 2026) Prezzo 30 giugno 2026 (Eu)* 23.20 N. azioni (n. mn) 40.61 Mkt Cap (Eu mn) 942.18 Prezzo 30 dicembre 2025 (Eu) 23.30 Variazione di prezzo (Eu) 1H 2026 -0.10 Variazione di prezzo (%) 1H 2026 -0.43%Philogen
01020304050607080
€ 18,00€ 20,00€ 22,00€ 24,00€ 26,00€ 28,00€ 30,00€ 32,00 dic-25 gen-26 feb-26 mar-26 apr-26 mag-26 giu-26
1,000 shares
Volumes Philogen FTSE MIB Index SPDR S&P Biotech
Half-year financial report as of June 30, 2026
10
Philogen Group
During the first half of 2026, the lowest closing price, recorded on April 13, was 19.86 euros, while the highest closing price during the reference period, recorded on May 26, 2026, was 23.50 euros. During 2025, trading in Philogen shares on the market operated by Borsa Italiana S.p.A. reached an average daily value of 404,000 euros, equivalent to an average daily volume of 18,487 shares.
In the first half of 2026, the Company distributed dividends totaling 28.1 million euros, and on April 29, 2026, it authorized a share buyback program, which was initially launched on May 12, 2026, up to a maximum of 300,000 common shares with a total expenditure not exceeding 6,900,000.00 euros. As of June 30, 2026, Philogen held 362,799 common shares (equal to 0.8933% 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 trading volumes and values from the listing date through June 30, 2026.
Period Average Volumes Borsa Italiana Average Value Borsa Italiana Days on
Borsa Italiana
Mar-21 84,044 1,365,674 21 Apr-21 19,241 297,186 20 May 21 19,614 290,014 21 Jun-21 15,192 221,401 22 Jul-21 25,044 345,163 22 Aug-21 13,709 200,180 22 Sep-21 19,977 287,286 22 Oct 21 15,817 221,544 21 Nov-21 18,917 270,596 22 Dec-21 10,021 144,890 21 Jan-22 13,895 196,643 21 Feb-22 8,614 125,241 20 Mar-22 9,514 128,921 23 Apr-22 8,011 108,927 19 May 22 9,797 136,871 22 Jun-22 5,546 80,172 22 Jul-22 10,346 144,427 21 Aug-22 1,373 19,549 22 Sep-22 3,145 43,578 22 Oct 22 1,705 23,081 19 Nov-22 2,145 29,441 21 Dec-22 3,942 55,178 20 Jan-23 6,386 91,591 22 Feb-23 14,262 227,525 20 Mar-23 5,537 86,887 23 Apr-23 11,524 177,364 18 May 23 11,463 173,504 22 Jun-23 9,058 143,884 22 Jul-23 3,783 59,473 21 Aug-23 9,191 149,760 22 Sep-23 7,422 121,184 21 Oct-23 17,199 307,438 22 Nov-23 18,843 344,664 22 Dec-23 21,005 380,015 19 Jan. 24 8,096 141,256 22 Feb-24 8,632 148,214 21 Mar-24 10,955 194,043 20 Apr-24 16,583 299,075 21 May 24 13,013 254,749 22 Jun-24 7,699 158,734 20 Jul-24 5,257 108,061 23 Aug-24 4,180 88,990 21 Sep-24 5,811 116,319 21 Oct-24 12,528 254,669 23
Half-year financial report as of June 30, 2026
11
Philogen Group
Nov-24 5,569 109,609 21 Dec-24 5,523 103,833 18 Jan. 25 5,131 93,943 22 Feb-25 6,462 116,401 20 Mar-25 10,434 198,861 21 Apr-25 8,618 174,934 20 May 25 9,394 209,285 21 Jun-25 48,248 1,216,897 21 Jul-25 17,204 369,638 23 Aug. 25 13,490 307,825 20 Sep-25 17,321 399,238 22 Oct-25 31,114 733,705 23 Nov-25 18,531 440,861 20 Dec-25 33,050 764,842 19 Jan-26 24,222 531,709 21 Feb-26 11,165 238,827 20 Mar-26 20,294 450,081 22 Apr-26 24,453 509,661 20 May 26 17,166 385,828 20 Jun-26 13,641 308,133 22 1H 2026 Average 18,487 404,263 125 Average 2025 18,273 419,386 252 Average 2024 8,704 165,952 253 Average 2023 11,187 186,591 254 Average 2022 6,530 91,374 252 Average 2021 24,050 362,383 214 Average since IPO as of June 30, 2026 13,890 256,425 1,350
Closing price
1 month 3 months 6 months 12 months Simple Average (EU) 22.75 22.07 21.95 21.96 Volume-Weighted Average (EU) 22.70 22.02 21.93 21.94 Max (EU) 23.30 23.50 23.50 24.80 Min (EU) 21.75 19.86 19.86 19.86
Comparison of Philogen’s Performance Against Key Benchmarks (June 30, 2026 – September 15, 2026)
020406080100120140
€ 20,00€ 21,00€ 22,00€ 23,00€ 24,00€ 25,00€ 26,00€ 27,00 30-giu-26 14-lug-26 28-lug-26 11-ago-26 25-ago-26 8-set-26
1,000 shares
Volumes Philogen FTSE MIB Index SPDR S&P Biotech
Half-year financial report as of June 30, 2026
12
Philogen Group
In the third quarter of 2026, Philogen’s stock posted a performance slightly above break-even (+0.22%), despite volatility driven by company-specific news: Philogen took a significant step forward in the regulatory process for Nidlegy™ by resubmitting its application to the EMA, supported by updated clinical data from the Phase III PIVOTAL study, which was subsequently published in the Journal of Clinical Oncology.
The market as a whole also remained largely unchanged, with the biotechnology sector benchmark index (SPDR S&P Biotech -2.67%) slightly underperforming the Italian index (FTSE MIB -0.25%). On September 15, 2026, Philogen stock closed at a price of 23.25 euros per share.
Comparison of Philogen’s Performance Against Key Benchmark Indices (from IPO on March 3, 2021 – June 30, 2026)
From its IPO through the end of the first half of 2026, Philogen’s stock performed well (+36.47% as of June 30, 2026), underperforming the Italian market (FTSE MIB +123.89%), but remaining firmly above the biotechnology sector benchmark index, which returned to positive territory in June following the decline that began in 2021 (SPDR S&P Biotech +7.76%).
0100200300400500600700800900
€ 5,00€ 10,00€ 15,00€ 20,00€ 25,00€ 30,00€ 35,00€ 40,00€ 45,00
1,000 shares
Volumes Philogen FTSE MIB Index SPDR S&P Biotech
Half-year financial report as of June 30, 2026
Philogen Group 13 Interim Management Report
Interim Management Report as of June 30, 2026
Half-year financial report as of June 30, 2026
Philogen Group 14 Interim Management Report
Introduction
Dear Shareholders,
This Interim 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 condensed consolidated half-year financial statements as of June 30, 2026.
This Interim Management Report is intended to provide information on the Company’s and the Group’s income, equity, financial position, and operations, supplemented, where possible, by historical data and/or alternative performance metrics, and is 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”).
The condensed consolidated semiannual financial statements as of June 30, 2026, have been prepared in accordance with the international accounting standard regarding interim financial reporting (IAS 34 – Interim Financial Reporting).
Please refer to the notes to the financial statements for all information pertaining to the presentation of the condensed consolidated semiannual financial statements as of June 30, 2026.
1. Information on the Group The Group focuses its activities on the development of drugs based primarily on antibody conjugates, capable of selectively accumulating at sites where the disease is present.
This is made possible by a scientific approach known as tumor targeting, in which the Group is one of the world’s recognized scientific leaders. In this context, the Group carries out all phases of its production cycle in-house, which includes the discovery and production of new drugs as well as 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 continued to invest both in the development of advanced products in its pipeline—with the goal of bringing them to market, such as Nidlegy™—and in the discovery of new therapeutic candidates, such as OncoACP3.
At the same time, it has continued the clinical development of products such as OncoCAIX, whose promising results support the launch of new clinical trials aimed at regulatory approval.
The Group operates 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 manufactured 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 drugs, including antibodies produced in mammalian cells, and a second GMP production facility at its Rosia (Siena) site dedicated to the production of both commercial drugs and those for clinical trials. The Rosia site has also recently been authorized by AIFA to produce small-
volume injectable drugs under aseptic conditions, not limited to biotechnology products.
For details regarding the certifications obtained, please refer to Section 1, “History.” Please note that the Parent Company is considered an “SME” pursuant to Article 1, paragraph 1, letter w)-quater 1 of the 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). It should be noted that Class B shares (shares with multiple voting rights) are excluded from the market capitalization calculated by Borsa Italiana. Philogen’s average market capitalization, net of Class B shares, from the start of trading (March 3, 2021) through June 30, 2026, amounts to 538 million euros.
Half-year financial report as of June 30, 2026
Philogen Group 15 Interim Management Report
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 manages GLP-certified laboratories, GMP-certified manufacturing facilities (at the 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 areas 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 June 30, 2026, and June 30, 2025, and their respective percentage of the Group’s total operating costs.
Figures in thousands of euros and as a percentage Period ended June 30
2026 2025
Research and development expenses 13,139 14,325 Percentage of total operating costs 51.8% 63.4 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 engaged in these activities.
For more details on the Group’s research and development activities, please refer to the introductory section “History,” and for operating costs, please refer to Note 6 of the condensed consolidated semiannual financial statements.
3. Scientific Developments During the First Half of 2026 The following are the main scientific developments for the period ended June 30, 2026.
3.1 Summary of development and GMP activities carried out during the period ended June 30, 2026 The Group reports the following key industrial milestones achieved during the period:
Products developed by Group companies 1) Antibody-based products Nidlegy™ (Philogen) o Composed of two active ingredients: L19-IL2 and L19-TNF.
o The L19 antibody is specific for the B domain of fibronectin, a protein expressed in tumors and absent in most healthy tissues.
o The cytokines IL-2 and TNF have antitumor activity.
Half-year financial report as of June 30, 2026
Philogen Group 16 Interim Management Report
o Currently in clinical development (Phases II and III).
o 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 Trials 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 the need for additional data. EMA application resubmitted ( July 2026 ).
US locally advanced melanoma III Melanoma 178/240 patients enrolled. Ongoing in the U.S., Spain, and Switzerland; expansion to other countries. A regulatory strategy alignment meeting was held with the FDA in late March 2026 to obtain authorization in the United States.
Duncan (NMSC: BCC, cSCC) II Non-melanoma skin cancers Study completed in Switzerland, Germany, and Poland.
Intrinsic (various NMSCs) II Kaposi’s sarcoma, cutaneous T- cell lymphoma, Merkel cell carcinoma, BCC, cSCC, etc. Study completed in Italy and France.
New registration studies (USA) II BCC and cSCC Three new clinical trials have been initiated in the United States and Europe, two of which are registration trials (i.e., third-line BCC and second -line cSCC).
Collaboration with Merck (USA) II Unresectable Stage III/IV Melanoma Ongoing study in patients refractory to checkpoint inhibitors .
Fibromun (Philogen) o L19 antibody fused with TNF.
o Active clinical trials in STS (soft tissue sarcomas), leiomyosarcoma, and glioblastoma (Phases I–III).
o 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 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 IIb Leiomyosarcoma in
combination with
doxorubicin Ongoing at 7 centers in the U.S.; expansion with new centers is underway.
EU soft tissue sarcoma (STS), 3rd-line II STS in combination with dacarbazine Study completed. Primary endpoint not met.
Glioblastoma, 1st-line (EU) I / II / IIb In combination with radiation therapy + temozolomide Phase I completed. Phase II of the study has begun, with results expected in 2027. The results of Phase II will be decisive for the final, registration -seeking phase of the study.
Glioblastoma, 2nd-line (EU) I / II In combination with lomustine Study completed. Primary endpoint not met.
Half-year financial report as of June 30, 2026
Philogen Group 17 Interim Management Report
Study / Area Phase Indication Status / Key Notes Pre-treated glioblastoma (U.S.) II In combination with lomustine Enrollment completed. Study results expected in Q3 2026.
2) Small-molecule products OncoFAP (Philochem) o A molecule with high affinity for FAP (fibroblast activation protein), which is expressed in over 90% of epithelial tumors.
o Diagnostic applications (imaging with 68Ga-OncoFAP; Phase II has begun) and therapeutic applications (OncoFAP-23 in Phase I).
o Licensing agreement with Blue Earth Diagnostics (Bracco) for imaging.
o The OncoFAP-GlyPro-MMAE product 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 Phase I clinical trial is scheduled to begin in 2027.
OncoACP3 (Philochem) o A molecule with affinity for prostatic acid phosphatase (PAP).
o Diagnostic and therapeutic applications for prostate cancer.
o Phase I imaging study completed.
o License agreement with RayzeBio (BMS) (June 2025).
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. Product development in accordance with the licensing agreement signed with Blue Earth Diagnostics (Bracco). Phase II trial initiated.
OncoFAP -23 (therapeutic) I Solid tumors Phase I clinical trial in progress.
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 Trial Prostate cancer Preparatory work is underway.
Compassionate use in Germany has 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.
Half-year financial report as of June 30, 2026
Philogen Group 18 Interim Management Report
OncoCAIX (Philochem) o Molecule with affinity for carbonic anhydrase IX (CAIX).
o Diagnostic applications for kidney cancer (clear cell renal cell carcinoma).
o Phase I imaging study completed.
o Development of a GMP kit and GMP production of the precursor are underway.
o Phase III registration trial to begin in 2027.
Products in partnership OncoACP3 → RayzeBio (BMS).
Nidlegy™ → Sun Pharma (EU, AU, NZ);
Fibromun → Sun Pharma Dekavil → Pfizer.
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.
Both sites are GMP-certified and undergo periodic inspections by the relevant authorities.
4. Significant events that occurred during the first half of 2026 4.1 Dividend Distribution In May 2026, the Company distributed to shareholders a dividend of 0.70 euros per share, gross of statutory withholding taxes, for each Philogen Class B common and special share entitled to dividends as of the ex-dividend date, for a total amount of 28,173,807 euros. The dividend was paid out of the “Retained Earnings/(Losses)” reserve.
4.2 Internal Dealing Transactions Internal dealing transactions are subject to specific monitoring and are managed in accordance with applicable regulations and internal procedures. The related disclosures are made available on the Company’s website, in the section dedicated to Internal Dealing (https://www.philogen.com/ ).
4.3 Purchase of Treasury Stock On April 29, 2026, following the revocation of the authorization to purchase and dispose of treasury shares adopted on April 29, 2025, the Ordinary Shareholders’ Meeting authorized the Company to purchase treasury shares, granting the Board of Directors—with the authority to delegate to the Chairman of the Board of Directors and/or the Chief Executive Officer—the power to proceed, including through specially appointed specialized intermediaries, to purchase shares of Philogen S.p.A., establishing the relevant terms and the price per share, in compliance with applicable laws and regulations.
Half-year financial report as of June 30, 2026
Philogen Group 19 Interim Management Report
This resolution provides the Company with a strategic flexibility tool to be used for the purpose of:
(i) establish a share reserve, to use the treasury shares in connection with agreements with strategic partners and/or extraordinary corporate/financial transactions, including, by way of example and without limitation, acquisitions, mergers, capital transactions, barter, contributions, exchanges, “ ” transactions, financing, or other transactions in connection with which the allocation or other disposition of treasury shares is necessary
or appropriate
(ii) to fulfill obligations arising from incentive plans, whether for consideration or free of charge, in favor of corporate officers, employees, or collaborators of the Group
(iii) 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 stabilize trading and price trends in the face of temporary distortions caused by excessive volatility or low trading liquidity, including in accordance with and for the purposes of the market practice permitted by Consob pursuant to the provisions of Article 13 of EU Regulation No. 596/2014;
(iv) to operate with a medium- and long-term investment perspective, trading on the market—whether on over-
the-counter markets or off-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 300,000 common 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 sale 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 purchases not exceeding €6,900,000 in any case.
On May 12, 2026, 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, 2026, and appointed Mediobanca (Banca di Credito Finanziario S.p.A.) to carry out the share buybacks.
As of June 30, 2026, the Company held 362,799 treasury shares in its portfolio, representing 0.8933% of the share capital.
All disclosures regarding treasury stock purchases are available and can be viewed on the Company’s website at (http://www.philogen.com/ ).
As of June 30, 2026, the Company’s shareholder structure is as follows:
Shareholder Shareholder Structure as of June 30, 2026 Type of Shares Shares % of share capital % of Voting Rights Nerbio S.r.l. Class B Shares 8,565,018 21.09% 40.56% Common Stock 8,098,251 19.94% 12.78% Subtotal 16,663,269 41.03% 53.35% Dompé Holdings S.r.l. Class B Shares 2,803,232 6.90% 13.28% Common Stock 10,076,538 24.81% 15.91% Subtotal 12,879,770 31.71% 29.18% Philogen S.p.A. Common stock 362,799 0.89% 0.57% Subtotal 362,799 0.89% 0.57% Market Class B Shares - - -
Common Stock 10,705,273 26.36% 16.90% Subtotal 10,705,273 26.36% 16.90% Total 40,611,111 100% 100%
Half-year financial report as of June 30, 2026
Philogen Group 20 Interim Management Report
4.4 Remuneration Policy In accordance with the regulations applicable to publicly traded companies, the Group adopted a compensation policy effective in 2021, the year of its listing.
On April 29, 2026, 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 2025 fiscal year, which had been approved by the Board of Directors on March 27, 2026, 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 viewed on the Company’s website at (http://www.philogen.com/ ) in the Governance/Shareholders’ Meetings section.
Cash Incentive Plan (“MBO”) From June 1, 2026, through May 31, 2027, 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 proportion of the MBO relative to the annual compensation of the Executive Directors is 75%, while for executives it ranges from 10% to 20% of annual compensation.
Subject to the maximum impact of the MBO described above, on May 12, 2026, the Company’s Board of Directors, upon the recommendation 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, 2026, to May 31, 2027.
It should be noted that, in accordance with the provisions of the Compensation Policy for the year 2025, the Executive Directors were paid, together with their compensation for the month of July 2026, the MBO incentive for the period June 1, 2025 – May 31, 2026.
Medium- to Long-Term Incentive Plan The incentive plans approved by the Company’s Shareholders’ Meeting are as follows: the “2027–2029 Stock Grant Plan” (reserved for employees and consultants of the Philogen Group), 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), and the “2024–2026 Stock Grant Plan” (reserved for employees of the Philogen Group).
For more information regarding the characteristics of the incentive plans listed above, please refer to the respective Information Documents and related Regulations, which are available and can be consulted on the Company’s website at (http://www.philogen.com/ ).
4.5 Relations with the Tax Authority In March 2025, the Siena Revenue Agency initiated a tax audit regarding direct taxes for the tax years 2019 through 2023.
The audit primarily focused on the operating grants and capital grants received by the Company during the relevant periods, totaling 10,243 thousand euros, and their exclusion from the taxable base for IRES and IRAP direct taxes, as the Company reported operating losses during the relevant years.
In May 2025, the Company received notice of the initiation of the assessment report, which the Company contested in its entirety.
We hereby report that, as of the date of this report, the proceedings have been closed by the Italian Revenue Agency.
Consequently, there are no remaining claims against the Company regarding the matters subject to the audit, and no economic, equity, or financial effects related to this matter have occurred or are expected to occur.
Half-year financial report as of June 30, 2026
Philogen Group 21 Interim Management Report
4.6 Compliance with Directive (EU) 2022/2555 (NIS2) and Legislative Decree No. 138 of September 4, 2024 – Appointment of the Data Protection Officer The National Cybersecurity Authority (ACN) has designated Philogen S.p.A. as a “Significant” entity for the year 2026 as well.
As a result of this designation, the Company has adopted and implemented the organizational, technical, and procedural measures required by current legislation. In particular, during its meetings in the 2025–2026 reporting period, the Board of Directors approved internal procedures designed to regulate the use of IT systems by the Company’s various departments in order to ensure an adequate level of security as required by applicable regulations.
In addition to the above, it should be noted that Flavio Corsinovi, Esq., was appointed as the Company’s Data Protection Officer, with the responsibility of overseeing compliance with applicable regulations regarding the protection of personal data and providing support and advice to the Company regarding related obligations.
4.7 Other Significant Events Occurring During the First Half of 2026 During the first half of 2026, the Company continued to develop and consolidate its operational, organizational, and research activities, with particular focus on the following areas:
During the first few months of 2026, the new Milan office became operational, where project activities—including those in the field of artificial intelligence—were launched. The opening of the new office also aligns with the Group’s objective of strengthening its ability to attract new talent and professional expertise, particularly in the clinical and regulatory areas;
Activities related to third-party GMP contracts continued, as did those pertaining to the services required as part of the collaboration with RayzeBio. At the same time, the Company participated in competitive bidding processes and public tenders aimed at securing resources to support research and development and GMP production
activities;
During the half-year, preparatory activities were also initiated to obtain certain ISO certifications, as part of the process of further structuring and formalizing business processes;
The Group continued to strengthen its organizational structure, with a significant increase in the number of employees compared to the previous fiscal year, in line with the expansion of its operational and development activities.
5. Group Financial Results 5.1 Income Statement The table below presents the Group’s consolidated financial results for the periods ended June 30, 2026, and June 30,
2025:
Figures in thousands of euros and as a percentage As of June 30 Changes 2026 % 2025 % 2026 vs.
2025 %
Revenue from customer contracts 2,052 100.0% 5,502 100.0% (3,451) (62.7)% Other income 2,205 107.5% 3,218 58.5% (1,013) (31.5)% Total Revenue 4,257 207.5% 8,721 158.5% (4,463) (51.2)% Operating expenses (*) (25,368) (1,236.4)% (22,589) (410.5)% (2,779) 12.3%
EBITDA (**) (21,111) (1,028.9)% (13,869) (252.0)% (7,242) 52.2%
Depreciation and Amortization (2,204) (107.4)% (1,963) (35.7)% (241) 12.3%
EBIT (23,315) (1,136.3)% (15,832) (287.7)% (7,483) 47.3%
Half-year financial report as of June 30, 2026
Philogen Group 22 Interim Management Report
Financial income 11,320 551.7% 2,670 48.5% 8,650 323.9% Financial expenses (8,484) (413.5)% (2,194) (39.9)% (6,290) 286.8% Income before taxes (20,479) (998.1)% (15,355) (279.1)% (5,124) 33.4% Taxes 887 43.2% 461 8.4% 426 92.6% Net Income (Loss) for the Period (19,592) (954.9)% (14,894) (270.7)% (4,697) 31.5% (*) Operating expenses consist of the sum of the following items from the condensed consolidated half-year financial statements: purchases of raw materials and supplies, costs for services, costs for use of third-party assets, personnel costs, and other operating expenses.
(**) EBITDA represents operating income 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 the calculation of EBITDA is not 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.
Below is a discussion of the income statement table shown above.
The Group’s total revenue as of June 30, 2026, amounted to 4,257 thousand euros, a decrease of 4,463 thousand euros compared to the period ended June 30, 2025.
The “Total Revenues” line item consists of:
Revenue from contracts with customers totaling 2,052 thousand euros (5,502 thousand euros as of June 30, 2025) relates to the progress of GMP contract manufacturing for third parties, as well as the continuation of certain activities related to partnership agreements. To date, the Group has no recurring revenue, as it has not yet brought any products to market.
Other income totaling 2,205 thousand euros as of June 30, 2026 (3,218 thousand euros as of June 30, 2025) is primarily related to operating grants that the Group receives on an ongoing basis in connection with its research and development activities, including the research and development tax credit and the Group’s share of the Industry 4.0 tax credit.
Operating expenses totaled 25,368 thousand euros (22,589 thousand euros as of June 30, 2025), with more than half attributable to R&D costs. Specifically, they include costs for production materials, costs for clinical and preclinical services, personnel costs, and other operating costs, and show an increase of 2,779 thousand euros compared to the previous period. This variance is primarily attributable to:
(i) an increase in personnel costs, which rose from 8,118 thousand euros as of June 30, 2025, to 9,838 thousand euros as of June 30, 2026, due to the hiring of new qualified staff and the implementation of incentive plans for employees and strategic executives.
(ii) an increase in the cost of raw materials, which rose from 1,765 thousand euros as of June 30, 2025, to 2,423 thousand euros as of June 30, 2026.
For further details, please refer to Note 6 and Note 25 of the condensed consolidated semiannual financial statements.
EBITDA shows a deterioration of approximately 52.2%, falling from a negative figure of 13,869 thousand euros as of June 30, 2025, to a negative figure of 21,111 thousand euros as of June 30, 2026, as a result of higher operating costs and a decline in revenue.
Depreciation and amortization increased slightly compared to the previous period, rising by approximately 12.3% compared to the period ended June 30, 2025.
EBIT, calculated as the difference between EBITDA and depreciation and amortization, showed a net loss of 23,315 thousand euros for the period ended June 30, 2026.
Net cash flow from financing activities for the period ended June 30, 2026, shows a positive result of 2,837 thousand euros, an improvement of approximately 2,360 thousand euros compared to the corresponding period in 2025. This result, determined by the difference between financial income of 11,320 thousand euros and financial expenses of 8,484 thousand euros, also includes realized and valuation effects related to the management of cash and cash equivalents and transactions denominated in foreign currencies. In particular, valuation effects also include the adjustment of the balances of foreign-currency current accounts used by the Company in its operations to the exchange rates at the end of the period.
Half-year financial report as of June 30, 2026
Philogen Group 23 Interim Management Report
Specifically, the result from financial operations is primarily attributable to: i) net income from realizations of 3,207 thousand euros; ii) net income from valuation of 421 thousand euros; iii) net income from realizations related to foreign currency management of 33 thousand euros; and iv) net expenses from valuation related to foreign currency management of 824 thousand euros.
For further details regarding financial management, please refer to Note 7 of the condensed consolidated semiannual financial statements.
Taxes, which were positive in the amount of 887 thousand euros, primarily reflect the reversal of part of the provision set aside in the prior fiscal year by Philochem. Specifically, the taxes estimated as of December 31, 2025, were higher than those subsequently determined on a case-by-case basis during 2026; the resulting difference was therefore recognized in the income statement for the current fiscal year, contributing to the reduction of the loss for the period.
As a result of the above, the Group closed the period ended June 30, 2026, with a net loss of 19,592 thousand euros.
5.2 Balance Sheet The following table presents the reclassified “Sources and Uses” statement of the Group’s financial position for the periods ended June 30, 2026, and December 31, 2025:
Figures in thousands of euros and as a percentage As of June 30 As of December
31 Changes
2026 2025 2026 vs. 2025 %
Loans
Property, plant, and equipment 14,848 16,029 (1,181) (7.4)% Intangible assets 1,076 1,107 (31) (2.8)% Right-of-use assets 9,407 8,820 587 6.7% Other non-current assets 5,719 4,442 1,277 28.7% Deferred tax assets 9,394 9,052 342 3.8% Employee benefits (1,370) (1,330) (41) 3.1% Deferred tax liabilities (814) (407) (408) 100.3% Other non-current liabilities (717) (717) - -
Net fixed assets (*) 37,543 36,998 545 1.5% Inventories 2,922 2,961 (39) (1.3)% Contract assets 4,622 2,937 1,685 57.4% Trade receivables 842 1,269 (427) (33.6)% Tax receivables 8,197 10,395 (2,198) (21.1)% Other current assets 1,337 1,093 244 22.3% Trade payables (11,606) (13,031) 1,425 (10.9)% Contractual liabilities (2,399) (1,834) (565) 30.8% Tax liabilities (30,672) (31,295) 623 (2.0)% Other current liabilities (4,795) (3,921) (874) 22.3% Net working capital (*) (31,552) (31,427) (125) 0.4% Net invested capital (*) 5,991 5,571 420 7.5%
Sources
Shareholders’ Equity 331,691 373,867 (42,175) (11.3)% Net financial debt (*) (325,700) (368,295) 42,595 (11.6)% Total sources 5,991 5,571 420 7.5% (*) Net fixed assets, net working capital, net invested capital, and net financial debt are alternative performance indicators that are not recognized 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 results of operations.
An analysis of the financial position shows that the Group has a positive net financial position of 325,700 thousand euros;
the change in this figure is detailed in the following paragraph through the Net Financial Debt schedule.
Half-year financial report as of June 30, 2026
Philogen Group 24 Interim Management Report
Net Financial Debt The breakdown of Net Financial Debt as of June 30, 2026, and December 31, 2025, is presented in accordance with the format set forth in ESMA Guidance 32-382-1138 dated March 4, 2021, and by Consob through Advisory Notice No. 5/21:
Figures in thousands of euros June 30, 2026 December 31, 2025 Net financial debt (A) Cash and cash equivalents 5,131 54,784 (B) Cash equivalents - 72,416 (C) Other current financial assets 332,013 252,023 (D) Cash and cash equivalents (A+B+C) 337,144 379,223 (E) Current financial debt 16 44 (F) Current portion of non-current financial debt 1,330 1,164 (G) Net current financial debt (E+F) 1,346 1,208
(H) NET CURRENT FINANCIAL DEBT (G-D) (335,798) (378,015)
(I) Non-current financial debt 10,097 9,719 (J) Debt instruments - -
(K) Trade payables and other current liabilities - -
(L) Non-current financial debt (I+J+K) 10,097 9,719
(M) NET FINANCIAL DEBT (H+L) (325,700) (368,295)
For clarity, the following is a reconciliation of the items shown in the Net Financial Debt table with the Statement of Financial Position in the condensed consolidated semiannual financial statements:
- “Cash” (A) is 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 line 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 line items “Current financial liabilities” and “Current lease liabilities”;
- “Non-current financial debt” (I) is classified under “Non-current lease liabilities.” Net financial debt as of June 30, 2026, shows a net cash position of 325,700 thousand euros, composed as follows:
Cash and cash equivalents (D) of 337,144 thousand euros, a decrease of approximately 11.1% compared to the period ended December 31, 2025. This change is attributable to the net balance between: (i) cash inflows from revenue on contracts with customers of approximately 1,698 thousand euros, (ii) cash outflows related to the payment of dividends of 28,167 thousand euros, (iii) cash outflows for operating activities of approximately 19,206 thousand euros, and (iv) cash outflows for investments totaling 541 thousand euros; (v) a net gain from financial operations of 4,833 thousand euros, consisting of 526 thousand euros related to the net increase in the fair value of the securities portfolio held, and 4,307 thousand euros related to coupon payments and interest received upon maturity of restricted checking accounts; (vi) 696 thousand euros related to the purchase of treasury stock.
Current and non-current financial debt (G+L) totaled 11,444 thousand euros, of which approximately 11,428 thousand euros consisted of debt related to the right-of-use of properties (IFRS 16) and 16 thousand euros consisted of the balance on credit cards as of June 30, 2026. For further information on liabilities related to the right-of-use model and financial liabilities, please refer to Note 12 and Note 22 of the condensed consolidated semiannual financial statements.
5.3 Alternative Performance Measures In order to assess the Group’s performance, management monitors, among other things, Alternative Performance Indicators (APIs) related 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 calculation is regulated by International Financial Reporting Standards (IFRS);
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Philogen Group 25 Interim Management Report
- 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 condensed consolidated semiannual financial statements as of June 30, 2026;
- the definitions of the APIs used by the Group, as they are not derived 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:
Figures in thousands of euros and as percentages Period ended June 30
2026 2025
Revenue from contracts with customers 2,052 5,502
EBITDA (*) (21,111) (13,869)
EBITDA Margin (1,028.9)% (252.0)%
EBIT (23,315) (15,832)
(*) EBITDA represents operating income 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. 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 to net income (loss) for the period.
Figures in thousands of euros Period ended June 30
2026 2025
Net Income (Loss) for the Period (19,592) (14,894) Income taxes 887 461 Financial income and expenses 2,837 477
EBIT (23,315) (15,832)
Depreciation and Amortization (2,204) (1,963)
EBITDA (21,111) (13,869)
The EBITDA margin is calculated as shown in the table below:
Figures in thousands of euros and as a percentage Period ended June 30
2026 2025
Revenue from contracts with customers (A) 2,052 5,502
EBITDA (B) (21,111) (13,869)
EBITDA Margin (B/A) (1,028.9)% (252.0)%
The following are the Alternative Financial Performance Measures identified by the Group:
Figures in thousands of euros and as percentages As of June 30 As of December 31
2026 2025
Net fixed assets 37,543 36,998 Net working capital (31,552) (31,427) Net invested capital 5,991 5,571 Net financial debt (325,700) (368,295)
Financial independence ratio 83.9% 85.5% Structural margin 820.1% 947.7% Liquidity ratio 698.7% 775.7% Debt ratio 3.5% 2.9%
The following table provides a breakdown of the financial independence ratio:
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Philogen Group 26 Interim Management Report
Figures in thousands of euros and as percentages As of June 30 As of December 31
2026 2025
Shareholders’ equity (A) 331,691 373,862 Total assets (B) 395,508 437,328 Financial Independence Ratio (A/B) 83.9% 85.5%
The following table provides a breakdown of the operating margin:
Figures in thousands of euros and as percentages As of June 30 As of December 31
2026 2025
Shareholders’ equity (A) 331,691 373,862 Non-current assets (B) 40,444 39,451 Structural Margin (A/B) 820.1% 947.7% The following table provides a breakdown of the liquidity ratio:
Figures in thousands of euros and as percentages As of June 30 As of December 31
2026 2025
Current assets (A) 355,064 397,877 Current liabilities (B) 50,818 51,289 Liquidity ratio (A/B) 698.7% 775.7%
The following table provides a breakdown of the Debt Ratio:
Figures in thousands of euros and as percentages As of June 30 As of December 31
2026 2025
Financial debt (*) (A) 11,444 10,927 Shareholders’ equity (B) 331,691 373,862 Debt-to-equity ratio (A/B) 3.5% 2.9% (*) Financial debt was calculated as the algebraic 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 liquid financial position.
6. Procedure and Transactions with Related Parties 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 disclosures to the OPC Committee regarding transactions carried out by the Company, which were subsequently recorded in the relevant Related-Party Transactions Register.
During the first half of 2026, transactions were carried out with related parties under normal market conditions, generating profitability in line with the Company’s earnings parameters. Related-party transactions are disclosed in the financial statements and described in detail in Note 30 of the condensed consolidated interim financial statements, to which reference is made; they are not classified as either atypical or unusual.
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7. Organizational, Management, and Control Model pursuant to Legislative Decree No.
231/2001 “Organizational Decree” ( ) 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 Organizational, 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 the first half of 2026, the Company continued to monitor any new legislation as well as changes 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).
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-specific regulations, the “Report on Corporate Governance and Ownership Structure” required by Article 123-bis of the Consolidated Law on Finance has been prepared, providing 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” was approved by the Ordinary Shareholders’ Meeting of Philogen S.p.A. on April 29, 2026, and details the most significant events that characterized the company’s management during 2025, including the renewal of the Board of Directors, the establishment of the Board committees (see the section “Appointment of the Board of Directors and Board Committees”), and 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, along with the resulting revision of the powers delegated to the aforementioned executive directors and the assessments made by the Board of Directors regarding the “Committee’s Recommendations for 2026” contained in the letter sent to the Company on December 18, 2025, by the Chair of the Corporate Governance Committee on the occasion of the Board of Directors’ meeting held on January 29, 2026.
This document is available on the Company’s website at www.philogen.com .
9. 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 ongoing activity carried out by the Group to assess, in terms of probability and impact, all aspects that could in any way 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.
9.1 Strategic and Operational Risks Risks Related to Dependence on Senior Executives, Key Personnel, and Specialized Staff
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Given the specialized nature of its operations, the Group relies heavily on qualified management and other key scientific personnel, for whom it faces intense competition and whom it must recruit in order to grow. This includes, in particular, the Chair 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 product candidates. The occurrence of such risks could have serious negative effects on the Group’s economic, financial, and equity position.
In order to expand the pool of potential candidates and strengthen the Group’s ability to attract qualified personnel, a new corporate office was opened in Milan in January 2026, providing access to a broader labor market and enabling the Group to recruit a greater number of specialized professionals.
Risks Related to Research, Clinical and Preclinical Studies, and Production The Group’s strategy is focused on marketing 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 for these pharmaceutical products. Furthermore, the products may fail to meet market expectations in terms of efficacy and safety; consequently, no revenue may be generated from their commercialization. Should the Group be unable to commercialize its products or license its product candidates, or should other competing products be preferred by the market over those of the Group, this would have serious negative 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 rights (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 rights prove 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 adverse effects on the Group’s economic, financial, and equity 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, as well as increased costs, with consequent negative effects on the Group’s economic, financial, and equity position.
Risks Related to Information Technology Systems IT systems are exposed to the risk of failures and/or malfunctions in the IT network, data security breaches, viruses, unauthorized access, as well as natural events that could result in data loss or the 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 implementation of countermeasures in response to attacks. The Group’s cybersecurity system includes specific organizational controls—in compliance with applicable regulations and industry 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 the use of operational tools. For the sake of completeness, it should be noted that on April 14, 2026, the Company received notification from the National Cybersecurity Agency (ACN) regarding its continued inclusion on the list of “important entities” pursuant to Article 7, paragraph 3, letter B) of the NIS Decree (Legislative Decree 138/2024).
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
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Philogen Group 29 Interim Management Report
policy is based on selecting financial investments that are readily marketable and predominantly have a low-risk profile.
The Group is exposed to the risk of changes in the fair value of the financial instruments held in its portfolio, whose value as of June 30, 2026, amounts to 332,013 thousand euros. The occurrence of this risk could have significant adverse effects on the Group’s economic, financial, and equity position. Detailed tables on financial risks are presented in Note 28 of the condensed consolidated semiannual 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. 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 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 shareholders’ 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 stipulated milestone payments in U.S. dollars. For further details on financial risks, please refer to Note 26 of the condensed consolidated semiannual financial statements.
Risks Related to Existing Lease Agreements As part of its management of leased properties, the Company constantly monitors rental risk—that is, the risk arising from the possibility that leased properties may experience changes in rent or in the duration of leases as originally agreed upon in the contracts (renewal could occur under less favorable terms than in previous years) or in the costs associated with managing the leased spaces, or the difficulty—in the event of non-renewal of lease agreements—of securing additional spaces and/or properties in which to conduct its business.
10. Environmental and Occupational Safety Disclosure The locations where the Company operates and its production activities are subject to stringent environmental and workplace safety regulations.
The Company implements safety procedures for managing work activities in accordance with Legislative Decree 81/2008 and Legislative Decree 206/2001 regarding the handling of genetically modified microorganisms (GMMs). Staff undergo specific training on this subject and operate according to procedures designed to minimize the risks of contamination, not only biological.
Special waste is disposed of in accordance with applicable regulations (Legislative Decree 152/06), following dedicated procedures, with the support of a specialized and authorized company.
In accordance with the requirements of Article 37 of Legislative Decree 81/2008 and the procedures defined by the State-
Regions Agreement of December 21, 2011, periodic safety training and refresher courses are provided for all employees, divided into general and specific training courses, which employees attend according to a schedule specified by the applicable industry regulations.
In the course of its operations, the Company uses chemical and biological agents for which specific risk assessments are conducted in accordance with Legislative Decree 81/2008. Personnel also use equipment and personal protective equipment (PPE) in compliance with applicable regulations.
The Company believes it conducts its business in compliance with environmental regulations and the authorizations required by applicable laws, and is constantly committed to operating in an environmentally responsible manner.
The Group’s staff receives ongoing updates and training regarding applicable industry regulations. Specifically, in the first half of 2026, training courses were once again conducted to update and increase the number of employees trained in first aid, in response to the growth in the workforce. This course was enhanced with an optional module providing specific training on the use of a defibrillator, a life-saving device increasingly recommended in companies. In addition, a refresher
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Philogen Group 30 Interim Management Report
course was conducted for the Health and Safety Representative (RSL), a training course for the new RSL at the Milan office, refresher courses for supervisors, and safety training and refresher courses for all Philogen staff.
Furthermore, the Company has further strengthened its occupational health and safety measures by training additional fire safety and evacuation personnel for the new Milan office, in accordance with current regulations and the company’s emergency management plan. This initiative has increased the number of qualified and formally designated personnel, ensuring greater organizational coverage across the various sites and shifts, as well as more effective management of any potential risk situations. The training covered both theoretical aspects (relevant regulations, internal procedures, roles, and responsibilities) and practical exercises, with particular emphasis on how to activate the alarm, coordinate evacuation operations, and use firefighting equipment.
This initiative is part of the Company’s broader program of continuous training and prevention, aimed at strengthening a culture of safety and reducing exposure to operational risks, thereby helping to maintain high standards of compliance and the protection of people.
Finally, it should be noted that the company has never been subject to any definitive sanctions or penalties for environmental crimes or damage.
11. Environmental Responsibility and Climate Change The European Securities and Markets Authority (ESMA) emphasizes the importance for the Company to consider key climate risks and impacts when preparing its financial statements.
In this regard, ESMA notes that investors are increasingly interested in information regarding the impacts that climate-
related issues may have on companies, especially in light of international and European commitments such as the 2015 Paris Agreement and the European Climate Law (Regulation (EEC/EU) No. 1119 of June 30, 2021).
In light of international and European commitments, such as the 2015 Paris Agreement and the European Climate Law, as well as the regulator’s numerous interventions in recent years, the Company recognizes the importance of combating climate change and is committed to contributing positively to environmental protection through the development of strategies and initiatives aimed at minimizing the environmental impacts associated with its business operations.
In this context, the Group’s production facilities operate in compliance with applicable environmental regulations and the authorizations to which they are subject, specifically:
- the Montarioso (Siena) site holds an AUA (Single Environmental Authorization) discharge permit issued by the Municipality of Monteriggioni (Siena), which is set to expire in 2032;
- The Rosia (Siena) site holds an AUA (Single Environmental Authorization) discharge permit issued by the Municipality of Sovicille (Siena), which is set to expire in 2030;
- With regard to its laboratories in Switzerland, Philochem ensures compliance with the “CFSL Directive,” which governs the design, construction, operation, and maintenance of laboratories that use chemicals or flammable and hazardous substances to ensure they are efficient and safe. The company ensures the uniform, appropriate, and technically up-to-date application of relevant legal provisions, including the “Federal Environmental Protection
Act.”
These regulations, applied at both sites (Montarioso and Rosia), govern, among other things, air emissions and the storage and disposal of hazardous waste.
The Group is committed to protecting and preserving the environment through continuous improvement in energy efficiency and by promoting the use of renewable energy sources. The first step toward reducing energy consumption from non-
renewable sources is undoubtedly reducing electricity consumption.
At the GMP plant in Rosia, two new photovoltaic systems have become operational, helping to increase the supply of energy from renewable sources. This initiative is part of a broader commitment to environmental sustainability, which also
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Philogen Group 31 Interim Management Report
includes the adoption of innovative and responsible practices within the supply chain, with the goal of reducing the overall environmental impact and promoting a more efficient production model that respects the local area.
As evidence of this commitment, among the measures aimed at improving the energy efficiency of its processes, the Group has focused on replacing obsolete machinery with more modern equipment at numerous facilities, thereby contributing to a reduction in overall energy consumption. In recent years, Philogen has invested in advanced technologies and innovative practices to optimize energy consumption across its three facilities. Of particular note is the recent project, completed in August at the Montarioso site, which involved replacing the boiler that serves the entire plant, including operations within the GMP production department. This project is part of a broader program for the maintenance and modernization of the company’s facilities, aimed at ensuring operational continuity, efficiency, and alignment with the needs of production activities.
With regard to water resources, the production of injectable solutions requires the use of equipment to treat water drawn from the municipal water supply to make it suitable for medical use. During operations at the Rosia plant, the Group has installed only state-of-the-art treatment systems, which ensure significantly lower energy consumption compared to older systems.
For an organization like the Group, which operates in the biopharmaceutical research sector and produces experimental drugs, attention to and proper management of the waste generated are also of fundamental importance. Philogen produces both ordinary municipal waste, which is disposed of through separate collection, and special waste, which is collected by specialized companies. For the former, the separate collection system at the Montarioso site—operated by a specialized company—ensures the proper disposal of all municipal waste. The Rosia plant is also equipped with a separate collection system for ordinary waste. Special waste generated by the laboratories is stored in a dedicated warehouse, collected in containers approved for medical waste, and disposed of by a specialized company in accordance with legal requirements.
Philogen relies on a company certified under ISO 14001 for the activities of “Collection and Transport of Special Waste, Brokerage, Disposal and Asbestos Remediation, and Environmental Consulting,” and listed among the organizations registered under EC Regulation No. 1221/2009. Liquid waste generated by the production process, on the other hand, is channeled through a wastewater collection system and then collected in a dedicated storage tank. It is subsequently disposed of by a specialized company in accordance with current regulations.
12. Personnel Information As of June 30, 2026, the Group’s workforce consisted of 230 employees, of whom 181 were employed by Philogen S.p.A., at the Siena (Rosia and Montarioso) and Milan locations, and 49 by Philochem AG at the Zurich site, marking an overall increase of approximately 7.98% compared to December 31, 2025.
The increase, shown in the table below, is attributable to: (i) Philochem: 6 new hires and 7 terminations; (ii) Philogen: 33 new hires and 15 terminations.
Group Headcount as of the Reporting Date As of June 30 As of December 31 Changes 2026 2025 2026 vs. 2025 % Employees 230 213 17 7.98% The Group is committed to pursuing a human resources policy aimed at recruiting professionals in the field of research and development of new technologies, products, and processes, while promoting training and the exchange of know-how on an international level.
The Group’s workforce is highly qualified and specialized, a factor that contributes to the company’s competitiveness.
Information on New Hires:
Position Philochem AG Philogen S.p.A. Group
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Philogen Group 32 Interim Management Report
Men Wome
n Total Men Wome n Total Men Wome
n Total
Ph.D. 1 - 1 - 8 8 1 8 9
Bachelor's Degree - 5 5 9 12 21 9 17 26 High School Diploma - - - 2 2 4 2 2 4 No title - - - - - - - - -
Grand Total 1 5 6 11 22 33 12 27 39 In order to keep staff constantly up to date on specific topics and industry regulations, various training and refresher courses were held during the first half of 2026. The most significant courses are listed below:
A 64-hour training course for Quality Assurance and Auditors, organized by SIMeF ETS (RICMA and GIQAR Working Groups) and GIDM, covering quality in clinical research, GCP regulations, risk management, clinical trial monitoring, pharmacovigilance, quality systems, and Quality Assurance/Quality Control, audit methodologies and plans, deviation management, and CAPA, attended by an employee from the Clinical Quality Assurance department.
Course titled “Vendor Qualification in Clinical Research—In-Depth Analysis, Examples, and Practical Aspects ,” organized by Life Science Academy, lasting 4 hours, covering vendor qualification and supervision in clinical research, the outsourcing process, risk analysis, vendor qualification and audit methodologies, performance monitoring, Quality Oversight Agreements, and Quality Key Performance Indicators (KPIs), attended by an employee from the Clinical Quality Assurance department.
Course titled “Advanced Safety Management in Clinical Trials under CTR 536/2014 ,” organized by Life Science Academy, lasting 4 hours, covering safety management in clinical trials pursuant to Regulation (EU) No. 536/2014, product classification, management and reporting of adverse events and SUSARs, Reference Safety Information (RSI), risk mitigation strategies, safety reporting, the Annual Safety Report (ASR), DSUR, and management of related workflows via CTIS, attended by an employee from the Pharmacovigilance department.
Advanced training course “ Authorized Economic Operator (AEO) ,” delivered by KPMG with organizational support from SEAC CeFor and accredited by the Customs Agency, consisting of 200 hours of training, 10 hours of practical exercises, and 4 hours of exam simulations, aimed at obtaining the qualification of customs affairs manager and acquiring the necessary skills to manage the company’s customs obligations, procedures, and risks, in which the Warehouse & Shipping Manager participated.
The 33rd GIQAR National Congress, organized by SIMeF ETS, was held in Cagliari from May 20 to 22, 2026. It was dedicated to the professional development of the Quality & Regulatory community in the GxP field, with in-
depth discussions on key regulatory and technological developments, including Artificial Intelligence, Audit Trail Review, Supplier Management, GVP, GLP, and ICH GCP R3, aimed at fostering discussion and providing updates on issues related to quality, compliance, audits, and inspections in the pharmaceutical and clinical
research sectors
The “Sterility Assurance Principles” course, organized by PQE, consisted of two modules, each lasting 4 hours, for a total of 8 hours of training. The course was designed to provide an in-depth understanding of the principles and requirements for ensuring sterility and contamination control in production processes. Several employees from the Quality Control, Quality Assurance, Production, and Logistics departments participated in the course.
The Group reaffirms its ongoing commitment to the principles of gender equality and inclusion. Currently, approximately 55–60% of employees are women, and the workforce represents over 15 different nationalities, reflecting a multicultural and inclusive work environment.
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The composition of the top management reflects a gender balance that has characterized the Group since before its initial public offering. Some notable examples include:
the appointment of the CFO in 2007, the Head of Human Resources in 2008, the Company Legal Counsel in 2016, the Head of Project Management & Strategy in 2020, the Qualified Person at the Rosia site in 2023 the Head of Clinical Operations in 2025 Starting in 2016, Philogen has progressively increased the representation of women on its Board of Directors, initially with the appointment of Dr. Nathalie Dompé. Following the IPO, the composition of the Board was further enriched by the addition of Attorney Marta Bavasso, consolidating greater diversification in the skills, professional experiences, and perspectives represented within it.
This trend continued during the most recent renewal of the Board of Directors, which took place in April 2025, with the appointment of Flavia Scarpellini, Esq., Prof. Chiara Falciani, and Patrizia Sacchi, Esq. The evolution of the Board’s composition reflects the Company’s growing focus on gender diversity and the promotion of qualified professionals— elements that foster more nuanced discussions, a greater diversity of perspectives, and a balanced and effective decision-
making process.
In the field of research as well, top leadership roles have been and continue to be held by women. Professor Cornelia Halin is a member of the Scientific Advisory Committee, and the antibody research area has been led by a female scientist for years.
In accordance with Italian law, Philogen also employs six individuals from protected categories.
The Group does not identify any specific risks related to diversity and inclusion, but recognizes that careful and mindful management of these aspects presents an opportunity to foster a stimulating, creative, and open work environment.
As of the date of this Report, the Company does not consider it necessary to adopt specific diversity policies, as the composition of its workforce, gender balance, and training and career paths are already consistent with the principles of inclusion and the promotion of diversity.
13. Significant Events Subsequent to the End of the Period 13.1 Purchase of Treasury Stock The Group is continuing the treasury stock repurchase program approved on April 29, 2026, by the Company’s Shareholders’ Meeting and launched on May 12, 2026, by the Board of Directors, with a duration of 18 months from the date of approval (see paragraph 4.4 of the interim management report).
Since the start of the program, Philogen has purchased 7,942 common shares (equal to 0.0196% of the share capital), for a total value of €182,193.20. As of September 23, 2026, Philogen holds a total of 370,741 common shares (equal to 0.9129% of the share capital). Disclosures pursuant to the regulations governing share buybacks are available on the company’s website ( https://www.philogen.com ).
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13.2 Update on the Marketing Authorization Application for Nidlegy™ As announced to the market in a press release published on the company’s website (https://www.philogen.com/investors/press-releases/ ) on July 27, 2026, Philogen submitted an application for marketing authorization for the product Nidlegy™ to the European Medicines Agency (EMA), based on new clinical data published in the Journal of Clinical Oncology (Hauschild et al., J. Clin. Oncol., 44, 23; doi: 10.1200/JCO-26-00852).
14. Business Outlook The Group reports the following major industrial milestones achieved during the period:
Proprietary Products
1) Antibody-based products:
Nidlegy™—a biopharmaceutical product designed for the treatment of skin cancers Following the withdrawal in 2025 of the Marketing Authorization Application (MAA) previously submitted to the EMA for the melanoma indication, in July 2026 the Company submitted a new application in Europe, supported by updated clinical data and a revised Chemistry, Manufacturing, and Controls (CMC) dossier.
In the United States, a Phase III clinical trial for locally advanced melanoma is currently underway in both the U.S. and Europe. In March 2026, a Type C meeting was held with the U.S. Food and Drug Administration (FDA), during which data from the European study were presented and an agreement was reached on the regulatory pathway aimed at obtaining approval for the treatment of melanoma in the United States, subject to the completion and positive outcome of the ongoing study. As of the date of this half-year report, 184 patients had been enrolled (out of the 240 planned in the protocol).
In the non-melanoma skin cancer (NMSC) program, the Phase II “Duncan” and “Intrinsic” studies, conducted in patients with basal cell carcinoma (BCC) and cutaneous squamous cell carcinoma (cSCC), have been completed. The excellent results were recently accepted for publication in the prestigious Journal of Clinical Oncology.
The very positive results observed in the “Duncan” and “Intrinsic” trials provided a solid rationale for launching three new registration studies in these indications in Europe and the United States for BCC and cSCC. These studies have begun, in line with the company’s timeline.
Finally, an additional Scientific Advice session with the FDA was completed to define a fourth registration study in first-line BCC, in which the performance of Nidlegy™ will be compared with that of Hedgehog pathway inhibitors (HHIs); the study has been submitted, and the first patient enrollments are expected in the second half of 2026.
Fibromun - STS and Glioblastoma Following the results of the FIBROSARC study in first-line soft tissue sarcoma, which showed encouraging signs in terms of survival in patients with liposarcoma and other types of sarcoma, discussions are underway with the FDA and EMA to define the design of a potential new Phase III registration study (FIBROSARC-2).
The GLIOSUN clinical trial, conducted in treatment-naïve (i.e., first-line) glioblastoma patients who had not previously been exposed to alkylating agents, has completed the dose-escalation phase and has begun the subsequent dose-expansion phase.
Finally, the GLIOSTELLA study, underway in patients with last-line glioblastoma, has completed patient enrollment in the United States and expects to report survival data in Q3 2026.
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2) Small-molecule products:
OncoFAP – FAP Platform This is a small molecule with extremely high affinity for fibroblast activation protein. The product is suitable for diagnostic and therapeutic applications for various solid tumors.
The diagnostic study 68Ga-OncoFAP has completed Phase I (solid tumors), and Blue Earth Diagnostic has initiated Phase II.
The Phase I therapeutic study 177Lu-OncoFAP-23 (solid tumors) is continuing with encouraging results.
The OncoFAP-GlyPro-MMAE conjugate has demonstrated marked antitumor activity in both preclinical studies and a Phase I veterinary clinical trial conducted at the University of Milan. A substantial reduction in disease was reported in six out of seven treated animal patients. Preparations for the start of clinical trials in 2027 are underway. In addition, a new immunotherapy candidate based on the OncoFAP ligand is showing promising signs of efficacy in a veterinary Phase I study. These results lay the groundwork for the expansion of the future pipeline based on small-molecule drug conjugates .
OncoACP3 – PAP target (prostate) This is a small molecule with extremely high affinity for the Prostatic Acid Phosphatase protein. The product is suitable for diagnostic and therapeutic applications for prostate cancer.
On the diagnostic front, the Phase I trial with 68Ga-OncoACP3 has been completed in Italy.
On the therapeutic front, preparatory activities are underway with RayzeBio for Phase I (the first patient has already been treated in Germany under a compassionate use program [AMG 13.2b], with tumor persistence of ≥7 days).
OncoCAIX – CAIX target (kidney cancer and hypoxic tumors) On the diagnostic front, the Phase I trial with 68Ga-OncoCAIX has been completed in Italy (20 out of 20 patients enrolled) with excellent results that have already been presented at international scientific conferences.
Preparatory work is underway to launch a Phase III registration study directly in 2027. A Scientific Advice meeting with the FDA is planned to align on the product’s regulatory development.
Discovery and Development of New Compounds The Group’s DNA-encoded chemical libraries, containing billions of compounds, are generating highly specific ligands against targets of pharmaceutical interest, with significant biomedical and commercial potential.
Strengthening Artificial Intelligence Activities Following its collaboration with Google—which was the subject of a dedicated scientific publication—the Philogen Group has expanded its artificial intelligence team to support and optimize the activities of its clinical and manufacturing departments. These efforts promise to accelerate the discovery and development of new drugs, helping to improve the Company’s operational efficiency and competitive positioning in the medium to long term.
Half-year financial report as of June 30, 2026
Philogen Group 36 Interim Management Report
Products Developed Through Partnerships Collaborations continue on:
Dekavil (Pfizer), Nidlegy™ (Sun Pharma and MSD), Fibromun (Sun Pharma), OncoFAP (Bracco), OncoACP3 (RayzeBio).
Clinical Pipeline (Ongoing and Planned Studies) Program Indication / Study Phase Status / Enrollment Countries / Sites Next Steps /
Timeline
Nidlegy™ Locally Advanced Melanoma (Phase III, U.S.) III 178/240 enrolled;
study ongoing U.S., EU,
Switzerland
(+ expansion) Geographic
expansion; new
EMA MAA
submitted. FDA
meeting
scheduled for Q1
2026
Nidlegy™ NMSC – Duncan (advanced BCC, cSCC) II Completed Switzerland,
EU —
Nidlegy™ NMSC – Intrinsic (various NMSCs:
Kaposi’s sarcoma, CTCL, adnexal tumors, keratoacanthoma, MCC, cSCC, BCC) II Completed EU Enrollment
ongoing
Nidlegy™ Registration studies (2× BCC, 1× cSCC) — Enrollment has begun U.S. + EU Study results Fibromun First-line STS + doxorubicin (EU) III Study completed. EU Planning for a
confirmatory
registration study
in the liposarcoma + others subgroup Fibromun First-line leiomyosarcoma + doxorubicin (USA) IIb Ongoing study USA — Fibromun STS 3rd-line + dacarbazine (EU) II Primary endpoint not met EU — Fibromun Second-line glioblastoma + lomustine I/II Primary endpoint not met EU — Fibromun First-line glioblastoma + RT + temozolomide I/II/IIb Phase I completed
Dose-expansion
phase initiated EU, Switzerland Dose expansion
completed
OncoFAP 68Ga-OncoFAP (diagnostic) I Phase I completed
(solid tumors)
Phase II initiated — Phase II Readout
Half-year financial report as of June 30, 2026
Philogen Group 37 Interim Management Report
Program Indication / Study Phase Status / Enrollment Countries / Sites Next Steps /
Timeline
OncoFAP ¹⁷⁷Lu-OncoFAP-23 (therapeutic) — Ongoing company-
sponsored study in Italy — Completion of
Phase I
OncoFAP OncoFAP-GlyPro-MMAE (cytotoxic) Preclinical/veterinary Preclinical efficacy;
trial in dogs (University of Milan) — GMP production
underway in
preparation for
the start of the Phase I clinical
trial
OncoACP3 68Ga-OncoACP3 (diagnostic, prostate) I Phase I completed DE, IT Launch of
registration study
OncoACP3 OncoACP3 (therapeutic, prostate) — Phase I preparation;
first patient treated
in Germany
(compassionate
use) — Phase I launch OncoCAIX 68Ga-OncoCAIX (diagnostic, clear cell renal cell carcinoma) I Imaging in
Germany; 20/20
enrolled in Italy IT Launch of
registration study
Active partnerships
Area / Product Partners Notes Dekavil Pfizer Ongoing Collaboration Nidlegy™ Sun Pharma, MSD Ongoing collaborations Fibromun Sun Pharma Ongoing Collaboration OncoFAP ( imaging ) Blue Earth Diagnostic (Bracco) Ongoing Collaboration OncoACP3 RayzeBio (Bristol Myers Squibb) Ongoing Collaboration
GMP Facilities and Certifications
Half-year financial report as of June 30, 2026
Philogen Group 38 Interim Management Report
Location Role Certification / No. GMP Certificate Date Subject Rosia (Siena) Manufacture of Active
Pharmaceutical
Ingredients Decision-
API/175/2025 GMP IT-API/84/H/2025 September 1, 2025 Manufacture of active pharmaceutical ingredients for clinical and commercial use Rosia (Siena) Manufacture of Medicines MED Authorization — No. aM-99/2026 GMP No.: IT/132/H2026 July 3, 2026 Production of small-volume sterile pharmaceuticals prepared under aseptic conditions (including biotech products) for commercial and experimental use
Montarioso
(Siena) Production of active
pharmaceutical
ingredients for
experimental use Decision-
API/208/2026 GMP API: IT-
API/115/H/2026 August 31, 2026 Manufacture of active pharmaceutical ingredients for
experimental use
Montarioso
(Siena) Manufacture of medicinal products for experimental use MED Authorization — No. aM-52/2026 GMP No.: IT/68/H/2026 April 21, 2026 Manufacture of investigational
medicinal products
Half-year financial report as of June 30, 2026
Philogen Group 39 Condensed Consolidated Financial Statements as of June 30, 2025
Condensed Consolidated Half-Year Financial Statements as of June 30, 2026
Half-year financial report as of June 30, 2026
Philogen Group 40 Condensed Consolidated Financial Statements as of June 30, 2025 Consolidated Income Statement Figures in thousands of euros Period ended June 30
Notes 2026 Of which with
related
parties 2025 Of which with
related
parties
Revenue from contracts with customers 5 2,052 5,502 Other income 5 2,205 3,218 Total revenue and income 4,257 8,721 -
Purchases of raw materials and supplies 6 (2,423) (1,765) Costs for services 6 (12,499) (4,215) (12,329) (3,597) Costs for the use of third-party assets 6 (305) (235) Personnel expenses 6 (9,838) (8,118) Depreciation and Amortization 6 (2,204) (445) (1,963) (454) Other operating expenses 6 (303) (141) Total operating expenses (27,573) (4,660) (24,552) (4,050) Operating income (23,315) (4,660) (15,832) (4,050) Financial income 7 11,320 2,670 Financial expenses 7 (8,484) (153) (2,194) (163) Total financial income and expenses 2,837 (153) 477 (163) Income before taxes (20,479) (4,813) (15,355) (4,213) Taxes 8 887 461 Profit (Loss) for the Period (19,592) (4,813) (14,894) (4,213)
Profit (Loss) for the period attributable to shareholders of the parent company (19,592) (14,894)
Earnings (Loss) per Share (in Euros) 9 (0.49) (0.37) Diluted earnings (loss) per share (in euros) 9 (0.49) (0.37)
Half-year financial report as of June 30, 2026
Philogen Group 41 Condensed Consolidated Financial Statements as of June 30, 2025 Consolidated Statement of Comprehensive Income Figures in thousands of euros Period ended June 30 Notes 2026 2025
Profit (Loss) for the period (A) (19,592) (14,894)
Other gains (losses) that will subsequently be reclassified to profit (loss) for the period
Foreign currency translation adjustments 20 2,765 37 Gain (loss) on cash flow hedge 20 Tax effect 20 Total other gains (losses) to be subsequently reclassified to net income (loss) for the period (B) 2,765 37
Other gains (losses) that will not be subsequently reclassified to net income (loss) for the period Gain (loss) on valuation of financial assets measured at fair value 20 (530) 183 Gain (loss) from actuarial valuation of employee benefits 20 (18) 35 Tax effect 20 132 (54) Total other gains (losses) that will not be subsequently reclassified to net income (loss) for the period (C) (416) 165
Total other components of comprehensive income (B+C) 2,349 202 Comprehensive income (loss), net of taxes (A+B+C) (17,243) (14,693)
Comprehensive income (loss) attributable to shareholders of the parent company (17,243) (14,693)
Half-year financial report as of June 30, 2026
Philogen Group 42 Condensed Consolidated Financial Statements as of June 30, 2025 Consolidated Statement of Financial Position Figures in thousands of euros Notes June 30, 2026 Of which
with
related
parties December 31, 2025 Of which with
related
parties
ASSETS
Property, plant, and equipment 10 14,848 16,029 Intangible Assets 11 1,076 1,107 Right-of-use assets 12 9,407 8,204 8,820 8,510 Other non-current assets 16 5,719 4,442 Deferred tax assets 8 9,394 9,052 Non-current assets 40,444 8,204 39,451 8,510 Inventories 13 2,922 2,961 Contract assets 14 4,622 2,937 Trade receivables 15 842 1,269 Tax receivables 16 8,197 10,395 Other current financial assets 17 332,013 252,023 Other current assets 18 1,337 1,093 Cash and cash equivalents 19 5,131 127,200 Current assets 355,064 397,877 Total assets 395,508 8,204 437,328 8,510
NET EQUITY
Capital 5,731 5,731 Share Premium Reserve 83,279 92,758 Other reserves 262,272 45,697 Net income (loss) for the period (19,592) 229,676 Equity attributable to shareholders of the parent company 20 331,691 373,862 Minority interest (0) 5 Total equity 20 331,691 373,867
LIABILITIES
Employee benefits 21 1,370 139 1,330 77 Non-current lease liabilities 12 10,097 9,246 9,719 9,598 Non-current financial liabilities 22 - -
Deferred tax liabilities 24 717 717 Other non-current liabilities 8 814 407 Non-current liabilities 12,998 9,385 12,172 9,675 Current financial liabilities 22 16 44 Current lease liabilities 12 1,330 988 1,164 958 Trade payables 23 11,606 13,031 Contractual liabilities 14 2,399 1,834 Tax liabilities 16 30,672 31,295 Other current liabilities 24 4,795 1,213 3,921 722 Current liabilities 50,818 2,200 51,289 1,680 Total Liabilities 63,817 11,585 63,461 11,355 Total Equity and Liabilities 395,508 11,585 437,328 11,355
Half-year financial report as of June 30, 2026
Philogen Group 43 Condensed Consolidated Financial Statements as of June 30, 2025 Statement of Changes in Consolidated Shareholders’ Equity
Figures in thousands of euros Capital Share
Premium
Reserve Retained
earnings
reserved for a
capital
increase to
fund the
2024–2026
Stock Grant
Plan Negativ
e
reserve
for
treasury
stock Legal
reserve FTA
Reserv
e Merger
surplus
reserve IAS 19
reserve Reserve
from the
valuation
of financial
assets
measured
at fair
value Share-
based
payment
reserve Translatio
n
adjustmen
t reserve Retaine d
earning
s
(losses)
Various
other
reserves Total
other
reserves Net income (loss) for the
year Total
consolidate
d
shareholde
rs’ equity
Opening balances as of January 1, 2025 5,731 93,128 (124) (4,187) 892 (1,265) 449 (24) 95 3,373 1,456 (6,156) - (5,493) 45,292 138,657 Allocation of prior year’s net income 2,265 43,027 45,292 (45,292) -
Stock grant allocation (370) 625 (434) 191 (179) Purchase of treasury stock (1,837) (1,837) (1,837) Stock Grant Plan 6,081 6,081 6,081 Net Income for the Year - 229,681 229,681 Other comprehensive income (loss), net of tax 19 (162) 1,605 1,463 1,463 Closing balances as of December 31, 2025 5,731 92,758 (124) (5,399) 3,157 (1,265) 449 (5) (66) 9,020 3,061 36,870 - 45,698 229,681 373,867
Opening balances as of January 1, 2026 5,731 92,758 (124) (5,399) 3,157 (1,265) 449 (5) (66) 9,020 3,061 36,870 - 45,698 229,681 373,867 Allocation of prior year’s net income (9,478) (12,463) 251,622 239,159 (229,681) -
Stock Grant Plan 3,963 3,963 3,963 Dividends Distributed (28,174) (28,174) (28,174) Purchase of treasury stock (694) (694) (694) Net income for the year (19,592) (19,592) Other comprehensive income (loss), net of tax (13) (403) 2,765 28 2,321 2,321 Closing balances as of June 30, 2026 5,731 83,280 (124) (6,093) 3,157 (1,265) 449 (18) (469) 12,983 5,826 (3,767) 251,595 262,273 (19,592) 331,691
Half-year financial report as of June 30, 2026
Philogen Group 44 Condensed Consolidated Financial Statements as of June 30, 2026
Consolidated Cash Flow Statement Figures in thousands of euros Period ended June 30 Notes 2026 Of which with
related
parties 2025 Of which with
related
parties
Cash flows from operating activities Net income for the period (19,592) (4,813) (14,894) (4,213)
Adjustments for:
Depreciation and amortization of tangible and intangible assets 6 2,204 445 1,963 (454) Net financial expenses/(income) 7 (2,837) 153 (477) (163) Provisions for employee benefits 21 93 142 Provisions for group incentive plans 20 3,963 3,204 Income taxes 7 (887) (461) Other non-cash adjustments 2,589 (100)
Changes in:
Inventories 13 39 (1,040) Contract-related assets 14 (1,685) (1,895) Trade receivables 15 427 (203) Contractual liabilities 14 565 (1,890) Trade payables 23 (1,425) 3,932 (33) Other assets and liabilities (*) 16, 18, 24 1,738 491 (3,145) 288 Use of employee benefit funds and benefits 21 (21) (59) Interest paid 7 (19) (185) Income taxes paid 8 - -
Cash flow generated/(used) by operating activities
(A) (14,847) (3,724) (11,329) (4,575)
Cash Flows from Investing Activities Interest received 7 3,682 1,404 Proceeds from the sale of property, plant, and equipment 10 24 -
Proceeds from the sale of financial assets 17 36,783 11,413 Purchases of property, plant, and equipment 10 (303) (1,660) Acquisition of intangible assets 11 (87) (160) Purchase of other financial assets 17 (117,620) (17,148) Cash flow generated/(used) by investing activities
(B) (77,519) (6,151)
Cash flows from financing activities Proceeds from the issuance of shares 20 - -
Proceeds from the issuance of financial liabilities 22 - -
Repayments of financial liabilities 22 (28) -
Payments of lease liabilities 12 (807) (707) (562) (469) Dividend payments (28,174) -
Purchase of treasury stock 20 (694) (1,358) Cash flow generated by/(used in) financing activities (C) (29,703) (707) (1,920) (469)
Total cash flow (A + B + C + D) (122,069) (4,432) (19,400) (5,044)
Opening cash and cash equivalents 19 127,200 30,574 Change in cash and cash equivalents for the period (122,069) (19,400) Effect of currency translation on cash and cash equivalents 1,758 8 Closing cash and cash equivalents 19 5,131 11,182 (*) Includes: other non-current assets, other current assets, other non-current liabilities, other current liabilities, tax payables and receivables.
Half-year financial report as of June 30, 2026
Philogen Group 45 Condensed Consolidated Financial Statements as of June 30, 2026
Notes to the condensed consolidated interim financial statements Basis of Preparation
1. Introduction
Philogen S.p.A. (hereinafter the “Company” or the “Parent Company” and, together with its Swiss subsidiary Philochem, the “Group”) was admitted to trading on the Mercato Telematico Azionario, organized and managed by Borsa Italiana S.p.A., on March 3, 2021. More specifically, 4,061,111 shares were issued, corresponding to approximately 10% of the Company’s share capital as of the date trading began, at a price of 17 euros per share.
2. Entity Preparing the condensed consolidated semiannual financial statements Philogen S.p.A. is headquartered in Italy. The address of the Company’s registered office is Piazza La Lizza, 7, Siena. The Group operates primarily in the integrated biotechnology sector and, in particular, in the development of advanced biopharmaceutical products for the treatment of diseases characterized by or associated with angiogenesis, based predominantly on antibody conjugates capable of selectively accumulating at sites where the pathology is present.
Pursuant to paragraph 5 of Article 2497-bis of the Italian Civil Code, it is hereby disclosed that the Company is not subject to management and coordination by any other company.
3. Preparation Criteria These condensed consolidated interim financial statements have been prepared in accordance with the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (“IASB”) and adopted by the European Union, including all International Accounting Standards subject to interpretation ( International Financial Reporting Standards – IFRS) and the interpretations of the International Financial Reporting Interpretations Committee (IFRIC) and the former Standing Interpretations Committee (SIC).
These condensed consolidated interim financial statements for the first half of 2026 have been prepared in accordance with the international accounting standard on interim financial reporting (IAS 34 Interim Financial Reporting) and do not include all the information required in the annual consolidated financial statements; consequently, they should be read in conjunction with the Group’s consolidated financial statements for the fiscal year ended December 31, 2025, published on the corporate website ( http://www.philogen.com/ ) in the Financial Statements section. The estimation processes and assumptions have been maintained consistent with those used in the preparation of the annual financial statements. For comparative purposes, the consolidated financial statements present a comparison with the consolidated balance sheet data as of December 31, 2025, and with the consolidated income statement data as of June 30, 2025.
These condensed consolidated interim financial statements were approved and authorized for publication by the Company’s Board of Directors on September 23, 2026.
Details regarding the principal accounting principles adopted by the Group are specified in Note 31.
Functional and presentation currency These condensed consolidated interim financial statements are presented in euros, the functional currency of the Parent Company. Unless otherwise indicated, all amounts expressed in euros have been rounded to the nearest thousand. It should also be noted that any discrepancies found in certain tables are due to the rounding of amounts expressed in thousands of euros.
Use of Estimates and Judgments In preparing the condensed consolidated semiannual financial statements, management was required to make estimates and judgments that affect the application of accounting principles and the amounts of assets, liabilities, expenses, and revenues recognized in the condensed consolidated semiannual financial statements. However, it should be noted that, since these are estimates, the actual results may not necessarily be the same as those presented in these condensed consolidated semiannual financial statements.
Half-year financial report as of June 30, 2026
Philogen Group 46 Condensed Consolidated Financial Statements as of June 30, 2026
These estimates and the underlying assumptions are reviewed on a regular basis. Any changes resulting from the revision of accounting estimates are recognized prospectively.
The following is a summary of the items in the condensed consolidated semiannual financial statements that, more than others, require a greater degree of judgment on the part of the Directors in preparing estimates, and for which a change in the conditions underlying the assumptions used could have a significant impact on the condensed consolidated semiannual financial statements.
i) Judgments
The decisions made by management that have the most significant impact on the amounts reported in the condensed consolidated semiannual financial statements are provided in the following notes:
- Notes 5 and 32—Recognition of revenue from contracts with customers: analysis of contracts with customers, with particular reference to the recognition of revenue from licensing and third-party-commissioned research and development activities at a specific point in time or over time, and the identification of individual performance obligations .
(ii) Assumptions and Uncertainties in Estimates For the fiscal year ended December 31, 2025, information on assumptions and uncertainties in estimates that pose a significant risk of causing material changes to the carrying amounts of assets and liabilities in the subsequent period’s condensed consolidated semiannual financial statements is provided in the following notes:
- Notes 5 and 32—Revenue Recognition: Assumptions in determining the total cost of the performance obligation in relation to customer contracts recognized over time;
- Note No. 32—Valuation of Financial Instruments: Key assumptions underlying the calculation of fair value ;
- Note No. 32—Determination of the discount rate: key assumptions regarding the calculation of the incremental borrowing rate (IBR), where the implicit interest rate is not available.
- Notes 8 and 32 – Recognition of deferred tax assets: availability of future taxable income against which deductible temporary differences and tax loss carryforwards can be utilized.
- Note 25 – Stock-based incentive plan: estimation, using the Monte Carlo method, of the corporate performance component linked to the achievement of the gate and the target price of the Company’s stock.
4. Segment Reporting For the purposes of IFRS 8, management has identified a single operating segment, “Biotechnology,” which encompasses all activities carried out by the Group.
The Group operates primarily in the integrated biotechnology sector and, in particular, in the development of advanced biopharmaceutical products for the treatment of diseases characterized by or associated with angiogenesis, based primarily on antibody conjugates capable of selectively accumulating at the sites where the disease is present.
Details of revenue from customer contracts by product and service type, by geographic area, and information regarding the Company’s degree of dependence on its major customers are provided in Note 5.
The Chief Operating Decision Maker (CODM) is the Executive Chairman.
Half-year financial report as of June 30, 2026
Philogen Group 47 Condensed Consolidated Financial Statements as of June 30, 2026
Income Statement
5. Revenues and Income Figures in thousands of euros Period ended June 30
2026 2025
Revenue from contracts with customers 2,052 5,502 Other income 2,205 3,218 Total revenue and income 4,257 8,721 Revenue from contracts with customers To date, the Group has no recurring revenue, as it does not yet have any products on the market.
Generally, revenue from contracts with customers refers to payments for upfront fees , milestones , and/or maintenance fees, research and development services, as well as revenue from contract manufacturing that the Group performs under existing contracts.
For the period ended June 30, 2026, revenue from contracts with customers totaled 2,052 thousand euros (5,502 thousand euros as of June 30, 2025) and relates to the progress of GMP contract manufacturing for third parties, as well as the continuation of certain activities related to partnership agreements.
The decrease in revenue compared to the prior-year period reflects the slower progress of ongoing projects, for which revenue is recognized based on the percentage-of-completion method in accordance with IFRS 15.
Further details on revenue from contracts with customers are provided below.
Breakdown by Type of Consideration Figures in thousands of euros Period ended June 30
2026 2025
Revenue from licensing agreements 145 3,933 Revenue from Research and Development Services 1,907 1,570 Total revenue from customer contracts 2,052 5,502 Breakdown by revenue recognition method Figures in thousands of euros Period ended June 30
2026 2025
Revenue recognized at a point in time 220 397 Revenue recognized over time 1,832 5,105 Total revenue from customer contracts 2,052 5,502 Breakdown by geographic area Figures in thousands of euros Period ended June 30
2026 2025
European Union 184 5,220 Non-EU (Switzerland) 1,869 282
U.S. - -
Total revenue from customer contracts 2,052 5,502 Breakdown by product or service type Figures in thousands of euros Period ended June 30
2026 2025
Good Manufacturing Practices (GMP) Services 1,808 1,231 Ecoded Self-Assembling Chemical (ESAC) Services 376 266 Product Development 2 (133) 3,933
Half-year financial report as of June 30, 2026
Philogen Group 48 Condensed Consolidated Financial Statements as of June 30, 2026
L19-TNF Development – Imaglio Project 1 73 Total revenue from customer contracts 2,052 5,502 The following is a breakdown of customers that generate more than 10% of the Group’s total revenue from contracts with customers, as required by IFRS 8, Note 30:
Figures in thousands of euros Period ended June 30 2026 Inc. 2025 Inc.
Customer 1 (133) (6%) 3,933 71% Customer 2 91 4% 356 6% Customer 3 225 11% 931 17% Customer 4 1,185 58% 266 5% Other customers < 10% 685 33% 16 100% Total revenue from customer contracts 2,052 100% 5,502 71%
Other income
Figures in thousands of euros Period ended June 30
2026 2025
Operating grants 1,965 2,910 Capital grants 192 194 Other income 48 114 Total other income 2,205 3,218 Other income relates primarily to tax incentives provided for by law and, to a lesser extent, to Eurostars projects. This item mainly includes the recognition of certain grants that the Group receives on an ongoing basis in connection with its research activities, such as:
(i) An operating grant related to the research and development tax credit amounting to 1,965 thousand euros as of June 30, 2026;
(ii) A capital grant related to the Industry 4.0 credit amounting to 192 thousand euros as of June 30, 2026, pertaining to investments made for the equipment and interconnection of the new GMP facility at the Rosia (Siena) site, as provided for by Law 160/2019 (the so-called 2020 Budget Law) and Law 178/2020 (the so-
called 2021 Budget Law). The Industry 4.0 credit related to the interconnection of the new GMP facility totals 2,586 thousand euros (it should be noted that this grant is recognized in accordance with the depreciation expense for the period);
(iii) other income of 48 thousand euros.
For further details on the credits available to the Company, please refer to Note 16 of the condensed consolidated semiannual financial statements.
6. Operating Expenses The following table provides a breakdown of operating costs as of June 30, 2026, and June 30, 2025:
Figures in thousands of euros Period ended June 30
2026 2025
Purchases of raw materials and supplies 2,423 1,765 Costs for services 12,499 12,329 Costs for use of third-party assets 305 235 Personnel Expenses 9,838 8,118 Depreciation and Amortization 2,204 1,963 Other operating expenses 303 141 Total operating expenses 27,573 24,552 Costs for purchases of raw materials and supplies Costs for purchases of raw materials and supplies, amounting to 2,423 thousand euros for the period ended June 30, 2026 (€1,765 thousand in the prior period), are primarily attributable to the cost of materials used in operations, specifically for
Half-year financial report as of June 30, 2026
Philogen Group 49 Condensed Consolidated Financial Statements as of June 30, 2026
the production of drugs for clinical trials, for GMP-compliant production of antibodies commissioned by third parties, and for GMP-compliant production carried out at the new facility in Rosia (Siena).
Costs for Services The “Costs for services” line item includes, among others, the following categories:
Figures in thousands of euros Period ended June 30
2026 2025
Costs related to Clinical Centers and CROs 3,365 4,825 Outsourced services for research and development activities 2,438 1,323 Compensation for corporate officers (net of contributions) 1,070 925 Social security contributions on compensation to corporate officers 112 109 Management by Objectives (MBO) 491 287 Medium- to long-term incentive plan ( stock grant ) (*) 2,606 2,182 Termination benefits for directors 59 49 Corporate expenses and consulting fees 449 916 Utilities and general expenses 896 808 Other service costs 1,013 906 Total service costs 12,499 12,329 (*) It should be noted that the Company’s Ordinary Shareholders’ Meeting held on April 29, 2025, approved the “2024–2027 Shareholding Plan for Directors” (originally named the “2024–2026 Shareholding Plan for Directors,” reserved for executive directors of the Philogen Group). For further details regarding the medium- to long-term incentive plan, please refer to paragraph 4.5 of the management report.
Service costs consist primarily of costs related to the Group’s operating activities, namely costs incurred for clinical trials at clinical centers and costs related to outsourced research and development services. The most significant changes are:
(i) The increase of 1,114 thousand euros in costs related to outsourced research and development services is attributable to services contracted to third parties for the development of the pipeline and the completion of certain activities related to contract manufacturing agreements;
(ii) The increase of 424 thousand euros in costs related to the medium- to long-term incentive plan (stock grants) ;
(iii) The increase of 204 thousand euros in costs related to Management by Objectives (MBO) following the increase, compared to the previous period, in the maximum percentage of MBO included in the annual compensation of executive directors and the “medium- to long-term incentive plan” ( stock grants ) (for further details, see paragraph 4.5 of the interim management report);
(iv) The decrease of 1,459 thousand euros in costs related to clinical centers and CROs is attributable to lower costs incurred in the period ended June 30, 2026, compared to the prior period, due to progress in ongoing clinical trials, primarily those in the United States;
(v) The decrease of 467 thousand euros in Corporate and Consulting Expenses is primarily attributable to lower costs incurred for consulting services, which in the prior fiscal year were necessary to formalize the license agreement signed in June 2025 between the subsidiary Philochem AG and RayzeBio Inc. (a wholly-owned subsidiary of Bristol-Myers Squibb). For further details regarding the agreement, please refer to paragraph 4.1 of the interim management report.
Costs for the Use of Third-Party Assets Rental expenses amounted to 305 thousand euros for the period ended June 30, 2026, compared to 235 thousand euros as of June 30, 2025, reflecting a slight increase of approximately 70 thousand euros. This item includes rental expenses, exclusively related to leases with a term of less than twelve months and those of a de minimis amount (excluded from the scope of IFRS 16), as well as variable payments linked to incidental expenses calculated on a final settlement basis, which are also not included in the calculation of the financial liability and the related right-of-use asset under IFRS 16. Specifically, given the increase in headcount during the reporting period, there was a rise in costs for the use of third-party assets, attributable to higher costs incurred for new corporate software/license agreements with terms of less than one year.
Personnel expenses
The following is a breakdown of the Group’s personnel expenses for the periods ended June 30, 2026, and June 30, 2025:
Figures in thousands of euros Period ended June 30
2026 2025
Half-year financial report as of June 30, 2026
Philogen Group 50 Condensed Consolidated Financial Statements as of June 30, 2026
Wages and Salaries 6,770 5,605 Social Security and Other Employee Benefits 1,494 1,264 Provision for severance pay 216 214 Personnel costs for group incentive plans 1,358 1,021 Management by Objectives (MBO) - 15 Total personnel costs 9,838 8,118 The increase in personnel costs, amounting to 1,720 thousand euros, is primarily attributable to the rise in the average number of employees, as shown in the table below, as well as to higher costs associated with the Group’s incentive plans for the provision as of June 30, 2026. For further details regarding the incentive plan, please refer to Note 25 of the condensed consolidated semiannual financial statements.
June 30, 2026 June 30, 2025 Change Average number of employees 225 193 32
For the exact number of employees as of June 30, 2026, and December 31, 2025, please refer to paragraph 12 of the interim management report.
Depreciation and Amortization The following table provides a breakdown of the “Depreciation and Amortization” line item for the periods ended June 30, 2026, and June 30, 2025:
Figures in thousands of euros Period ended June 30
2026 2025
Amortization of Intangible Assets 233 91 Depreciation of property, plant, and equipment 1,384 1,320 Depreciation of right-of-use assets 587 552 Total depreciation and amortization 2,204 1,963 Depreciation and amortization increased slightly compared to the previous period, showing a change of approximately 241 thousand euros, primarily attributable to the depreciation and amortization charges related to investments made during the period from June 2025 to June 2026. For further details regarding these investments, please refer to Note 10 of the condensed consolidated semiannual financial statements Other operating expenses The following table provides a breakdown of the “Other operating expenses” line item for the periods ended June 30, 2026, and June 30, 2025:
Figures in thousands of euros Period ended June 30
2026 2025
Taxes and duties 62 55 Entertainment expenses 30 13 Membership dues 10 10 Vehicle costs 10 10 Miscellaneous operating costs 190 53 Total other operating expenses 303 141 Other operating expenses, which increased by approximately 137 thousand euros compared to the previous fiscal year, are primarily attributable to extraordinary expenses and miscellaneous operating expenses .
Half-year financial report as of June 30, 2026
Philogen Group 51 Condensed Consolidated Financial Statements as of June 30, 2026
7. Financial Income and Expenses Financial income and expenses are composed as follows:
Figures in thousands of euros Period ended June 30
2026 2025
Financial income
Gains on the sale of financial assets (*) 4,232 1,332 Gains from the valuation of financial assets at fair value 1,695 394 Interest income 273 72 Gains on the realization of foreign exchange 122 87 Foreign exchange gains from valuation 4,998 786 Financial income 11,320 2,670
Financial expenses
Losses on the sale of financial assets (1,299) (18) Losses from the valuation of financial assets at fair value (1,088) (407) Interest expense on leases (164) (167) Interest expense on bank loans - -
Interest expense related to employee benefits (22) (20) Foreign exchange losses on realizations (89) (73) Foreign exchange losses on valuation (5,822) (1,509) Financial expenses (8,484) (2,194) Total financial income (expenses) 2,837 477 (*) This item includes gains on sales, coupons, and dividends received.
Net financial results for the period ended June 30, 2026, show a net gain of 2,837 thousand euros (a net gain of 477 thousand euros for the period ended June 30, 2025), representing an increase of approximately 495%.
As shown in the breakdown above, the main negative change is attributable to i) net foreign exchange gains from valuation (translation risk) resulting from the different functional currencies of the subsidiary (Swiss Franc) and the parent company (Euro) and to operating activities denominated in U.S. dollars, which experienced greater volatility in the first six months of 2026 compared to the same period of the previous year; and the positive change is attributable to ii) the increase in proceeds from the sale of financial assets following the investment of a portion of the Group’s available cash in financial instruments, which generated the receipt of coupons, premiums, and dividends.
For further details regarding the composition of the securities portfolio, please refer to Note 17 of the condensed consolidated semiannual financial statements.
8. Taxes
The Group has provided for taxes based on the application of current tax regulations.
Current taxes as of June 30, 2026, relate to taxes accrued, in accordance with Swiss tax regulations, on the subsidiary’s equity. Deferred taxes relate exclusively to the reversal of tax effects recognized during the transition to IAS/IFRS international accounting standards.
The following table provides a breakdown of income taxes recognized for the periods ended June 30, 2026, and June 30,
2025:
Amounts in thousands of euros Period ended June 30
2026 2025
Taxes for the prior year 891 -
Current taxes - 24 Deferred taxes (4) 436 Total taxes 887 461
Half-year financial report as of June 30, 2026
Philogen Group 52 Condensed Consolidated Financial Statements as of June 30, 2026
Reconciliation of the Effective Tax Rate Reconciliation between the tax expense reported in the condensed consolidated semiannual financial statements and the theoretical tax expense calculated based on the IRES rate applicable to the Group for the periods ended June 30, 2026, and June 30, 2025, respectively:
Amounts in thousands of euros Period ended June 30
2026 2025
Income before taxes (20,479) (15,355) Theoretical tax rate -24% -24.0% Theoretical IRES tax (expense)/benefit (A) 4,915 3,685
Adjustments for:
Effect
Tax effect on tax incentives 2,306 792 Tax effect on unrecognized tax losses for the period (3,095) Tax effect on other increases (decreases) (5,281) (655) Tax effect of the Group’s varying tax rates (162) (220) Philochem tax effect (891) -
Total adjustments (B) (4,028) (3,225) Total effective income taxes (A+B) 887 461 Effective tax rate -4.3% -3.0% For further details on the tax credits available to the Group, please refer to Note 16 of the condensed consolidated semiannual financial statements.
Changes in deferred taxes during the period The following table provides details and movements in deferred tax assets and liabilities from January 1 through December 31, 2025, and from January 1 through June 30, 2026, the balances of which arise exclusively from transition adjustments to IAS/IFRS accounting standards:
Amounts in thousands of euros Carrying amount as of January 1, 2025 Utilization Accrual Foreign
exchange
effect Book value
as of
December
31, 2025
Deferred tax assets Right-of-use assets 1,972 (154) - 37 1,855 Deferred taxes on prior-year losses 8,357 - 436 - 8,793 IAS 19 reserve (recognized in comprehensive income) 9 (8) 0 - 2 Cash flow hedge reserve (recognized in comprehensive income) 100 - 156 - 256 IFRS 9 Reserve (recognized in comprehensive income) 2 (2) - - -
Total deferred tax assets 10,441 (163) 592 37 10,907 Deferred tax liabilities Other financial assets 6 - - - 6 Right-of-use assets 1,972 (154) - 37 1,856 Intangible assets 149 (5) 3 - 147 IFRS 9 Reserve (recognized in comprehensive income) 129 - 124 - 253 Total deferred tax liabilities 2,256 (159) 126 37 2,261
Figures in thousands of euros Book value as of January 1, 2026 Usage Accrual Foreign
exchange
effect Book value as of June 30,
2026
Deferred tax assets Right-of-use assets 1,855 (29) 26 1,853 Deferred taxes on prior-year losses 8,793 8,793 IAS 19 reserve (recognized in comprehensive income) 2 5 7 IFRS 9 reserve (recognized in comprehensive income) 256 336 2 593 Total deferred tax assets 10,906 (29) 367 2 11,246
Half-year financial report as of June 30, 2026
Philogen Group 53 Condensed Consolidated Financial Statements as of June 30, 2026
Deferred tax liabilities Right-of-use assets 1,856 (29) 1,853 Other financial assets 6 6 Intangible assets 147 (2) 45 190 IFRS 9 reserve (recognized in comprehensive income) 253 367 (2) 618 Total deferred tax liabilities 2,261 (31) 439 (2) 2,667 Uncertainties regarding the accounting treatment to be applied to taxes Please refer to paragraph 4.7 of the interim management report.
9. Earnings/(Loss) per Share Basic loss per share was calculated based on the loss attributable to holders of common stock and the weighted-average number of common shares outstanding during the periods ended June 30, 2026, and June 30, 2025.
The calculation of diluted loss per share was based on the loss attributable to holders of common stock and the weighted-
average number of common shares outstanding during the period to account for the effects of all potential common shares with dilutive effects.
The following table presents the earnings and share information used to calculate basic and diluted earnings per share:
Figures in thousands of euros Basic and Diluted Earnings (Loss) per Share Period ended June 30
2026 2025
Net Income (Loss) for the Year – in thousands of euros (A) (19,592) (14,894)
Weighted-average number of common shares outstanding (B) 40,257,313 40,070,260 Weighted-average number of potential dilutive common shares outstanding (C) - -
Weighted average number of outstanding stock options granted (D) - -
Weighted average number of shares outstanding, adjusted for dilutive effects (E = B + C + D) 40,257,313 40,070,260
Basic earnings (loss) per share - in euros (A/B*1,000) (0.49) (0.37 Diluted earnings (loss) per share – in euros (A/C*100) (0.49) (0.37 (A) Net income (loss) for the year.
(B) Weighted average number of common shares outstanding.
(D) The weighted average number of outstanding stock options, potentially equal to 1,617,000 Units as of June 30, 2026, and 1,152,940 Units as of June 30, 2025, was considered to be 0 for the purposes of the calculation, since, in accordance with IAS 33, as of the end of the reporting period, these instruments did not meet the necessary criteria for issuance. For further information, please refer to Note 25 of the condensed consolidated semiannual financial statements.
Assets
10. Property, Plant, and Equipment The following table shows the changes in property, plant, and equipment from January 1 to December 31, 2025, and from January 1 to June 30, 2026:
Figures in thousands of euros Plant and
machin
ery Industrial
and
commercial
equipment Improve
ments to
third-
party
assets Other
tangible
assets Assets
under
construc
tion and
advance Building
s and
land Total
Half-year financial report as of June 30, 2026
Philogen Group 54 Condensed Consolidated Financial Statements as of June 30, 2026
payment
s Historical cost 9,324 13,709 2,609 1,154 481 2,514 29,792 Accumulated Depreciation (4,409) (8,874) (168) (868) - - (14,318) Net book value as of January 1, 2025 4,915 4,835 2,442 286 481 2,514 15,473 Increases 225 1,703 222 148 1,093 - 3,393 (Decreases) (19) (64) - (50) - - (133) Reclassifications 1,013 - 350 49 (1,412) - -
Depreciation (1,149) (1,260) (232) (74) - - (2,716) Foreign exchange effects (historical cost) 0 0 - (0) - - 0 Currency translation effect (accumulated depreciation) (0) 0 - 0 - - (1) Historical cost 10,557 15,378 3,182 1,304 162 2,514 33,097 Accumulated Depreciation (5,563) (10,160) (400) (942) - - (17,068) Net book value as of December 31, 2025 4,994 5,218 2,782 359 162 2,514 16,029 Increases 70 310 6 57 21 - 464 (Decreases) - (11) - (12) - (23) Reclassifications - - - - (162) - (162) Depreciation (616) (700) (115) (45) - - (1,476) Foreign exchange effects (historical cost) 13 31 - 3 - - 47 Currency translation effect (accumulated depreciation) (5) (25) - (2) - - (32) Historical cost 10,640 15,708 3,188 1,353 21 2,514 33,424 Accumulated Depreciation (6,184) (10,885) (515) (992) - - (18,576) Net book value as of June 30, 2026 4,456 4,823 2,673 361 21 2,514 14,848 Plant and machinery show an increase of 70 thousand euros and relate primarily to the setup and/or renovation of laboratories and production sites essential to operations.
Industrial and commercial equipment shows an increase of 299 thousand euros and primarily includes the purchase cost incurred to equip and renovate production units.
Leasehold improvements show an increase of 6 thousand euros and relate to improvements made during the first half of 2026 to the Group’s leased properties. From an accounting perspective, these leasehold improvements are amortized over the entire term of the lease agreement for the asset to which they relate. In this specific case, the useful life was estimated based on a tacit renewal of the currently existing lease agreement for the Rosia (Siena) site, in accordance with the provisions of International Financial Reporting Standard (IFRS) 16; therefore, the amortization process will be completed in fiscal year 2034. Please refer to the accounting principles section for specific details regarding IAS 16 and IFRS 16.
Other tangible assets show an increase of 46 thousand euros and relate primarily to company vehicles and furniture and fixtures. The company vehicles are partly made available for mixed use by employees, partly assigned to certain members of the Board of Directors, and partly made available to company staff.
Buildings and land, on the other hand, refer to the building adjacent to the Company’s Philogen plant located in Montarioso (Siena), which was purchased in August 2023 and is intended for a future expansion of the Company. In accordance with IAS 16, this asset has not been depreciated because it is not in the condition necessary for business use.
11. Intangible Assets The following table shows the changes in intangible assets from January 1 to December 31, 2025, and from January 1 to June 30, 2026:
Figures in thousands of euros Patent rights and
intellectual
property rights Concessions,
licenses,
trademarks, and
similar rights Intangible
assets in
progress
and
advance
payments Other
intangible
assets Total
Historical cost 3,084 562 - 6 3,652 Accumulated Depreciation (2,087) (406) - - (2,493) Book value as of January 1, 2025 998 156 - 6 1,159
Half-year financial report as of June 30, 2026
Philogen Group 55 Condensed Consolidated Financial Statements as of June 30, 2026
Increases 200 42 - - 241 (Decreases) - - - - -
Reclassifications - - - - -
Depreciation (204) (94) - - (298) Foreign exchange effect 3 0 - - 3 Historical cost 3,286 604 - 6 3,896 Accumulated depreciation (2,290) (500) - - (2,790) Net book value as of December 31, 2025 996 104 - 6 1,107 Increases 61 26 - - 87 (Decreases) (2) - - - (2) Reclassifications - - - - -
Depreciation (76) (43) - - (119) Foreign exchange effect 3 0 - - 4 Historical cost 3,356 630 - 6 3,991 Accumulated depreciation (2,373) (543) - - (2,916) Net book value as of June 30, 2026 983 87 - 6 1,076 As of June 30, 2026, the Group holds over 40 international patent families and over 100 valid national patents. The increases recorded in the period ended June 30, 2026, amounting to 85 thousand euros, relate to expenses incurred by the Group for the filing of new patent applications, their nationalization, and the granting of patents in specific countries around the world.
Concessions, licenses, and trademarks primarily include the cost of trademarks and corporate software licenses.
It should also be noted that there are no assets with an indefinite useful life, goodwill, or intangible assets not yet in use.
12. Right-of-use assets and lease liabilities The key balance sheet information regarding lease agreements held by the Group—which acts exclusively as a lessee— is presented in the following tables:
Figures in thousands of euros Real Estate Vehicles IT Services Total Historical cost 13,755 246 329 14,329 Accumulated Depreciation (4,400) (173) (355) (4,928) Book Value as of January 1, 2025 9,355 73 (26) 9,402 Increases 79 100 320 498 (Decreases) - - (48) (48) Depreciation (882) (48) (103) (1,032) Foreign exchange effect (0) 0 (48) (48) Historical cost 13,834 345 600 14,780 Accumulated Depreciation (5,282) (220) (458) (5,960) Book Value as of December 31, 2025 8,552 125 142 8,820 Increases 1,093 58 - 1,151 (Decreases) - (53) - (53) Depreciation (500) (20) (75) (595) Foreign exchange effect (12) 0 0 (12) Historical cost 14,974 274 600 15,848 Accumulated Depreciation (5,840) (111) (489) (6,441) Book value as of June 30, 2026 9,134 163 110 9,407 Right-of-use assets for the period ended June 30, 2026, are primarily attributable to the leasing of properties used by the Group for its operational activities. The increases recorded during the first half of 2026, amounting to 1,098 thousand euros, relate to i) the new leased property in Milan, ii) the renewal, for an additional 6 years, of the lease agreement for the warehouse in Montarioso, and iii) the ISTAT-based adjustments to the rent provided for in the relevant contracts. It should be noted that these contracts were entered into in 2019 following the Group’s functional and structural reorganization, through which the real estate division was separated from the operating division.
The following table shows the changes in financial liabilities from leases from January 1 to December 31, 2025, and from January 1 to June 30, 2026:
Half-year financial report as of June 30, 2026
Philogen Group 56 Condensed Consolidated Financial Statements as of June 30, 2026
Figures in thousands of euros Lease liabilities as of January 1, 2025 11,507
Increases 498
Decreases (48)
Principal repayments (1,153) Foreign exchange effect 77 Lease liabilities as of December 31, 2025 10,883
Increases 1,151
Decreases (53)
Principal repayments (807) Foreign exchange effect 254 Lease liabilities as of June 30, 2026 11,427 Of which current 1,330 Of which non-current 10,097 The following table shows the reconciliation of cash outflows related to leases for the periods ended June 30, 2025, and
2026:
Amounts in thousands of euros Period ended June 30
2026 2025
Principal portion of real estate leases 707 469 Interest expense on leases (real estate) 238 163 Principal portion of car loans 33 20 Interest expense on leases (passenger cars) 2 1 Principal portion of IT services 67 73 Interest expense on leases (IT services) 3 3 Total cash outflows from leases 1,050 729 It should be noted that, for the purpose of determining lease liabilities and the related right-of-use assets, the Group applied:
i. for leases relating to real estate, vehicles, and IT services leased to the Parent Company, a discount rate of 2.73%;
ii. for the lease relating to the property leased to the Swiss subsidiary Philochem AG, a discount rate of 3.10%.
As of June 30, 2026, the Group has not identified any indicators of impairment with respect to right-of-use assets.
Impairment Test
We note that, as of June 30, 2026, no factors were identified that would lead the Directors to believe that the reasons for the initial recognition of property, plant, and equipment, intangible assets, and right-of-use assets no longer apply; nor have any further indicators of impairment emerged that would lead the Directors to believe that there might be a reduction in the value of property, plant, and equipment, intangible assets, and right-of-use assets; consequently, it was not necessary to perform impairment tests on the carrying amounts reported in the condensed consolidated semiannual financial statements.
13. Inventories
The breakdown of inventory is as follows:
Figures in thousands of euros June 30 2026 December 31
2025
Raw Materials and Supplies 2,922 2,961 Total inventory 2,922 2,961 Inventories of raw materials and supplies include inventory valued at the lower of cost and market value.
As of June 30, 2026, inventory, amounting to 2,922 thousand euros, showed no significant changes compared to the value recorded in the previous fiscal year.
Half-year financial report as of June 30, 2026
Philogen Group 57 Condensed Consolidated Financial Statements as of June 30, 2026
14. Contract Assets and Liabilities Assets arising from contracts relate to performance obligations fulfilled over time and are measured on a cost-to-cost basis, as they are the subject of contracts already finalized with the customer.
Assets arising from contracts are recognized as assets net of related liabilities if, based on a contract-by-contract analysis, the gross value of work performed as of that date exceeds the advance payments received from customers. Conversely, if the advance payments received from customers exceed the related assets arising from contracts, the excess amount is recognized as a liability.
The net balance of assets and liabilities arising from contracts is composed as follows:
Contracts with a positive net balance Figures in thousands of euros June 30 2026 December 31
2025
Advance payments received from customers (148) (2,081) Revenue recognized on advance payments received 4,770 5,018 Contract assets with customers 4,622 2,937
Contracts with a negative net balance Figures in thousands of euros June 30 2026 December 31
2025
Advance payments received from customers 2,516 2,185 Revenue recognized on advance payments received (117) (351) Contract liabilities to customers 2,399 1,834 Advance payments received from customers primarily relate to up-front fees collected in connection with performance obligations that the Group must fulfill in the future, which are recognized over time based on the progress of the related contract costs (revenue recognized against advance payments).
Contract assets and liabilities result from the net balance of the two items indicated above.
Contract liabilities to customers are classified as current liabilities because the Group expects to complete the performance obligations within the next 12 months.
15. Trade receivables The “Trade receivables” line item is composed as follows:
Figures in thousands of euros June 30 2026 December 31
2025
Accounts receivable 842 1,269 Total trade receivables 842 1,269 As of June 30, 2026, trade receivables from customers amounted to 842 thousand euros, a decrease of approximately 34% compared to December 31, 2025. The decrease is primarily attributable to the collection of receivables due as of December 31, 2025, and to the reduction in revenue recorded during the year.
Past-due receivables are monitored by the administrative department through periodic analyses of the main positions. The estimated expected credit loss under IFRS 9 is not material given the nature of the Group’s customers, the contractual terms in place, and the timing of receivable collections.
Breakdown of Receivables Recorded as Current Assets by Geographic Area The following table shows the breakdown by geographic area of receivables recorded as current assets.
Figures in thousands of euros Geographic area
Half-year financial report as of June 30, 2026
Philogen Group 58 Condensed Consolidated Financial Statements as of June 30, 2026
June 30
2026 December 31
2025
Italy 174 14 European Union 232 1,162 Outside the European Union (U.S.) 307 80 Outside the European Union (Other) 129 13 Total trade receivables 842 1,269 16. Tax receivables and payables The “Tax receivables” line item is composed as follows:
Figures in thousands of euros June 30 2026 December 31
2025
VAT receivables 2,131 2,953 Other tax receivables 3,866 4,002 Miscellaneous tax credits 2,201 3,440 Total tax credits 8,197 10,395 The item “VAT Receivables,” amounting to 8,197 thousand euros, shows a decrease of approximately 20% compared to the fiscal year ended December 31, 2025. It should be noted that the Company makes purchases primarily in Italy and sales primarily abroad; therefore, the VAT credit cannot currently be offset against VAT payable but is used to offset other taxes.
The item “Other tax receivables” includes the IRES credit, consisting of the residual value of withholding taxes withheld in accordance with international agreements on the granting of license rights and withholdings for advance tax purposes on financial income and interest income.
The line item “Miscellaneous Tax Credits,” as of June 30, 2026, includes the Company’s share of tax credits that can be offset in future fiscal years. The portion of these credits extending beyond the current fiscal year is reclassified as a non-
current asset under the line item “Other Non-Current Assets.” The following is a breakdown of available tax credits as of June 30, 2026
- estimated research and development tax credit for the period from January 1 to June 30, 2026, in the amount of 1,915 thousand euros, which, once certified, will be offset in three equal annual installments, in accordance with applicable regulations (Article 1, paragraph 200 of Law 160 of December 27, 2019, as subsequently amended by Article 1, paragraph 1064 of Law 178 of December 30, 2020)
- estimated research and development tax credit for the period from January 1 to December 31, 2025, in the amount of 4,687 thousand euros, relating to the remaining portion to be offset, in accordance with applicable regulations (Article 1, paragraph 200, of Law No. 160 of December 27, 2019, as subsequently amended by Article 1, paragraph 1064, of Law No. 178 of December 30, 2020)
- research and development tax credit for the year 2024 in the amount of 3,791 thousand euros, relating to the remaining portion to be offset, in accordance with applicable regulations (Article 1, paragraph 200 of Law No. 160 of December 27, 2019, as subsequently amended by Article 1, paragraph 1064 of Law No. 178 of December 30,
2020)
- research and development tax credit for the year 2023 in the amount of 1,160 thousand euros relating to the remaining portion to be offset, in accordance with the applicable regulations (Article 1, paragraph 200 of Law No.
160 of December 27, 2019, as subsequently amended by Article 1, paragraph 1064 of Law No. 178 of December
30, 2020);
- a 2023 technological innovation tax credit of 331 thousand euros relating to the remaining portion to be offset, in accordance with the applicable regulations (Article 1, paragraph 200 of Law No. 160 of December 27, 2019, as subsequently amended by Article 1, paragraph 1064 of Law No. 178 of December 30, 2020);
- Industry 4.0 credit, relating to the interconnection of the new GMP production facility at the Rosia (Siena) site, amounting to 2,586 thousand euros, for the remaining portion to be offset in accordance with the applicable regulations (Article 1, paragraphs 184 through 194 of Law 160/2019 and Article 1, paragraphs 1051 through 1063 of Law 178/2020);
Half-year financial report as of June 30, 2026
Philogen Group 59 Condensed Consolidated Financial Statements as of June 30, 2026
As of June 30, 2026, the portion of the aforementioned tax credits that can be carried forward beyond the current year amounts to 5,719 thousand euros.
Figures in thousands of euros June 30 2026 December 31
2025
Non-current tax receivables 5,719 4,442 Other non-current assets 5,719 4,442
The “Tax Liabilities” line item is composed as follows:
Figures in thousands of euros June 30 2026 December 31
2025
Current income tax liabilities 30,468 31,055 Tax liabilities for withholding taxes 204 240 Other tax liabilities - -
Total tax liabilities 30,672 31,295 The Group has calculated a current tax liability of 30,672 thousand euros for the year 2026. This amount includes the estimated total tax burden for cantonal, municipal, and federal taxes that the subsidiary Philochem will incur in connection with the profit recorded as of December 31, 2025.
Tax liabilities arising from withholding taxes remain substantially unchanged compared to the previous fiscal year.
17. Other Current Financial Assets The following is an analysis of changes in other current financial assets:
Figures in thousands of euros Other current financial assets Carrying amount as of January 1, 2025 83,154
Increases 213,479
(Decreases) (45,290)
Gains/losses from fair value adjustments 494 Pro Rata Policies 102 Foreign exchange effect 83 Book value as of December 31, 2025 252,023
Increases 117,620
(Decreases) (36,783)
Gains/losses from fair value adjustments (1,646) Pro Rata Policies 349 Foreign exchange effect 452 Book value as of June 30, 2026 332,013 The Group invests cash in excess of its ordinary needs in financial instruments, in accordance with the “Investment Management Policies” adopted by each legal entity, which are effective on a pro rata temporis basis.
The “Other current financial assets” line item includes:
i) the balance related to financial instruments held in the portfolio, consisting of insurance policies, equity instruments, and fund shares, held for the purpose of collecting contractual cash flows and for sale, and whose contractual terms do not provide exclusively for principal repayments and interest payments on the principal amount to be repaid (i.e., that do not exceed the so-called “SPPI test”), which have been mandatorily measured at fair value through profit or loss (FVTPL);
ii) the balance relating to the bond segment of the existing portfolio, which has been measured at fair value with no impact recognized in profit (loss) for the period (FVTOCI) (as they pass the so-called “SPPI test”).
The following table provides a breakdown of financial assets by type of instrument and accounting method:
Half-year financial report as of June 30, 2026
Philogen Group 60 Condensed Consolidated Financial Statements as of June 30, 2026
Figures in thousands of euros June 30 2026 December 31
2025
Other financial assets (FVTPL) Shares 5,011 2,705
ETFs 2,230 2,024
Certificates 17,799 10,310 Funds 57,249 57,700 Insurance investment products 30,449 30,101 Total 112,739 102,840 Other financial assets (FVOCI) Bonds 219,274 149,181 Of which: Government bonds 115,488 109,252 Total 219,274 149,181 Total other current financial assets 332,013 252,023 18. Other current assets The “Other current assets” line item consists of the following:
Figures in thousands of euros June 30 2026 December 31
2025
Other current receivables 662 755 Other current assets 675 337 Other current assets 1,337 1,093 Other current receivables primarily relate to advances to third-party suppliers and various other receivables.
Other current assets consist primarily of prepaid expenses related to costs incurred in advance and recognized in the condensed consolidated semiannual financial statements on a pro rata basis.
19. Cash and Cash Equivalents The following table details the composition of cash and cash equivalents:
Figures in thousands of euros June 30 2026 December 31
2025
Bank and postal deposits 5,130 127,197 Cash and cash equivalents on hand 1 4 Cash and cash equivalents 5,131 127,200 The decrease in cash and cash equivalents, amounting to 122,069 thousand euros, is attributable, for 28,167 thousand euros, to the cash outflow related to the dividend payment made in May 2026, €17,508 thousand from net cash outflows related to core operations, €75,157 thousand from net financial activities (outflows for investments, redemptions of maturing securities, and receipts of coupons, premiums, and dividends), €696 thousand from the cash outflow related to the purchase of treasury stock, and €541 thousand from investments made in the first half of 2026.
The Group holds current accounts denominated in both euros and foreign currencies (USD and CHF).
Net Equity and Liabilities 20. Shareholders’ Equity The statement of changes in consolidated shareholders’ equity as of June 30, 2026, is included in the financial statements section.
As previously noted in the introduction, on March 3, 2021, the Company was admitted to trading on the Mercato Telematico Azionario, organized and managed by Borsa Italiana S.p.A. Specifically, 4,061,111 shares were issued, corresponding to approximately 10% of the share capital as of the date trading began, at a price of 17 euros per share.
Half-year financial report as of June 30, 2026
Philogen Group 61 Condensed Consolidated Financial Statements as of June 30, 2026
A. Share Capital and Shares The shares issued by the Parent Company represent the entire share capital of €5,731,226.64, which consists of 40,611,111 shares. The categories of shares held are as follows:
Share Categories June 30, 2026 Common shares (listed on the EXM market) 29,242,861 Special shares with multiple voting rights (Class B) 11,368,250
Total 40,611,111
The Parent Company has not issued dividend-entitling shares.
The main characteristics of the share classes listed above are set forth below.
Common Stock
Common shares are registered, indivisible, freely transferable, and confer equal rights on their holders. Specifically, each common share entitles the holder to one vote at the Company’s ordinary and extraordinary shareholders’ meetings, as well as other property and administrative rights in accordance with the Articles of Incorporation and applicable law.
Multiple-Vote Shares
Multiple-vote shares confer the same rights and obligations as common shares and have the following characteristics:
a) they confer a voting right at shareholders’ meetings equal to 3 votes;
b) they are automatically converted into Common Shares at a ratio of one Common Share for each Multiple-Voting Share (without the need for resolutions by either the special meeting of shareholders holding Multiple-Voting Shares or the Company’s shareholders’ meeting) in the event of a change in control of the Company or the transfer of Multiple-Voting Shares to parties who do not already hold Multiple-Voting Shares;
c) may be converted, in whole or in part , even in multiple tranches, into Common Shares upon simple request by the holder, to be sent to the Chairman of the Board of Directors and copied to the Chairman of the Board of Statutory Auditors, at a ratio of one Common Share for each Multiple-Voting Share.
B. Nature and Purpose of Reserves The composition of shareholders’ equity is set forth below, indicating the nature and purpose of the reserves:
Figures in thousands of euros Nature Availability for Use June 30, 2026 December 31
2025
Capital 5,731 5,731 Negative treasury stock reserve (*) (6,093) (5,399) Share premium reserve Capital A, B, C 83,279 92,758 Legal reserve Retained Earnings A, B 3,156 3,156 FTA Reserve Retained Earnings A, B (1,265) (1,265) Merger Surplus Reserve Capital A, B 449 449 Actuarial gains/losses reserve Retained Earnings A, B (18) (5) Financial instrument valuation reserve Retained Earnings A, B (469) (66) Translation reserve Retained Earnings A, B 5,798 3,061 Retained earnings reserved for a capital increase to fund the 2024 –2026 Stock Grant Plan (**) Retained Earnings A (124) (124) Share-based payment reserve (***) Retained Earnings A 12,983 9,020 Reserve from Valuation of Equity Interests Retained Earnings A, B 251,622 -
Retained earnings (losses) Retained Earnings A, B, C (3,767) 36,870 Net income (loss) for the year (19,592) 229,676 Group shareholders’ equity 331,691 373,862 Minority interest (0) 5 Total equity 331,691 373,867 (*) The negative treasury stock reserve includes the value of the shares purchased by the Company in accordance with the share repurchase program approved by the Board of Directors on November 24, 2021.
(**) The reserve for earnings restricted to a free, divisible capital increase in support of the 2024–2026 Stock Grant Plan. The reserve will remain restricted for the plan until the final subscription deadline, December 31, 2026.
Half-year financial report as of June 30, 2026
Philogen Group 62 Condensed Consolidated Financial Statements as of June 30, 2026
(***) The Reserve for Equity-Based Payments includes the fair value of the shares granted under the 2024–2026 Stock Grant Plan for the second and third cycles, as well as the first cycle of the 2027–2029 Stock Grant Plan and the 2024–2026 Share Ownership Plan for Directors. For further details on the Stock Grant Plan, please refer to Note 25 of the consolidated financial statements.
Legend:
A) For capital increase B) To cover losses C) For distribution to shareholders
C. Share-Based Incentive Plan On May 31, 2021, the Company’s Ordinary Shareholders’ Meeting approved an incentive plan pursuant to Article 114-bis of the Consolidated Law on Finance (TUF), titled “2024–2026 Stock Grant Plan,” reserved for Group employees, and granted the Board of Directors all necessary and appropriate powers to implement it.
To support the aforementioned Plan, the Shareholders’ Meeting also resolved to carry out a split-off type bonus capital increase, pursuant to Article 2349 of the Civil Code, to be executed by the deadline of December 31, 2026, for a maximum of 123,974 euros, to be allocated in full to share capital, and to establish, for the same amount, a specific reserve, drawn from the retained earnings reserve, named “Reserve for Capital Increase in Support of the 2024–2026 Stock Grant Plan,” which will remain restricted for the purpose of the no-par value capital increase until the final subscription deadline.
On September 28, 2021, the Company’s Board of Directors, upon the recommendation of the Nominating and Compensation Committee, approved the regulations governing the aforementioned Plan and implemented them, identifying the beneficiaries and defining the performance objectives and related targets for the first award cycle (2021– 2024), and awarding a total of 145,000 Units.
On October 11, 2022, the Company’s Board of Directors, following a favorable opinion from the Nominating and Compensation Committee, identified the beneficiaries and defined the performance objectives and related targets for the second grant cycle (2022–2025), granting a total of 139,000 Units.
On November 7, 2023, the Company’s Board of Directors, following a favorable opinion from the Nominating and Compensation Committee, identified the beneficiaries and defined the performance objectives and related targets for the second grant cycle (2023–2026), granting a total of 619,000 Units.
With regard to the “2024–2026 Stock Grant Plan” reserved for Group employees, approved on May 31, 2021, by the Company’s Ordinary Shareholders’ Meeting, on November 7, 2024, the Board of Directors verified that the objectives assigned to the beneficiaries of the first cycle of the aforementioned Plan had been met and consequently approved the allocation of shares to the beneficiaries in accordance with the parameters set forth in the stock grant plan.
On November 11, 2025, the Board of Directors verified that the objectives assigned to the beneficiaries of the second cycle of the aforementioned Plan had been met and consequently approved the allocation of shares to the beneficiaries in accordance with the parameters set forth in the stock grant plan.
Furthermore, at the Company’s Ordinary Shareholders’ Meeting held on April 29, 2024, the following incentive plans were approved: the “2027–2029 Stock Grant Plan” (reserved for employees and consultants of the Philogen Group) and the “2024–2026 Share Ownership Plan for Directors” (reserved for executive directors of the Philogen Group).
At its meeting held on November 7, 2024, following a favorable recommendation from the Nominating and Compensation Committee, the Board of Directors approved the regulations, identified the beneficiaries of the first cycle of the new plan, and defined the performance objectives and related targets.
On November 11, 2025, the Company’s Board of Directors, following a favorable opinion from the Nominating and Compensation Committee, identified the beneficiaries and defined the performance objectives and related targets for the second grant cycle, awarding a total of 132,500 Units.
The characteristics of the 2027–2029 Stock Grant Plan and the 2024–2026 Share Ownership Plan for Directors are outlined in the respective information documents, which are available and can be consulted on the Company’s website at (http://www.philogen.com/ ).
Half-year financial report as of June 30, 2026
Philogen Group 63 Condensed Consolidated Financial Statements as of June 30, 2026
The reserve as of June 30, 2026, represents the cost accrued to date of the shares to be granted to beneficiaries relating to the third grant cycle of the “2024–2026 Stock Grant Plan,” the first and second cycles of the “2027–2029 Stock Grant Plan,” and the 2025 tranche of the “2024–2026 Share Ownership Plan for Directors” (reserved for executive directors of the Philogen Group), which is a single three-year cycle.
Please refer to Note 25 of the condensed consolidated semiannual financial statements for further information.
D. Purchases of Treasury Stock On April 29, 2026, the Ordinary Shareholders’ Meeting, following the revocation of the resolution authorizing the purchase and disposal of treasury stock adopted on April 29, 2024, with respect to the unexecuted portion, authorized the Company to purchase, on one or more occasions, treasury stock, granting the Board of Directors the authority, with the authority to delegate to the Chairman of the Board of Directors and/or the Vice Chairman of the Board of Directors, if appointed, and/or the Chief Executive Officer, to proceed, including through specially appointed specialized intermediaries, with the purchase of Philogen S.p.A. shares, establishing the relevant terms and the price per share, in compliance with applicable laws and regulations.
On May 16, 2026, the Board of Directors met and approved the launch of the share buyback program (the “Program”) with (i) a maximum of 300,000 common shares, (ii) within the limits established by Article 2357, paragraph 3, of the Italian Civil Code, (iii) for a total expenditure not exceeding €6,900,000 in any case. The Program runs until October 29, 2027.
As of June 30, 2026, Philogen S.p.A. held a total of 362,799 treasury shares, equal to 0.8933% of the share capital.
For further information regarding the share repurchase program, please refer to paragraphs 4.4 and 13.2 of the interim management report.
21. Employee Benefits This item includes all pension obligations and other benefits for employees and executive directors, payable upon termination of employment or upon the fulfillment of certain requirements, and consists of provisions for severance pay for the Parent Company’s employees and provisions for end-of-term severance pay for the Parent Company’s executive directors.
Severance pay:
Liabilities for severance pay amounted to 1,231 thousand euros for the period ended June 30, 2026 (1,252 thousand euros as of December 31, 2025). The changes for the periods ended June 30, 2026, and December 31, 2025, are shown below:
Figures in thousands of euros June 30 2026 December 31
2025
Balance at the beginning of the period 1,252 1,142 Uses (21) (86) Provision for severance pay 29 191 Financial Expenses 16 36 Actuarial gains/(losses) (45) (31) Total employee benefits 1,231 1,252 Provisions for employee benefits represent the estimated liability, determined using actuarial methods, for the amounts to be paid to employees upon termination of employment. As of June 30, 2026, and December 31, 2025, provisions for employee benefits relate to the severance pay (hereinafter “TFR”) set aside and allocated to employees.
In accordance with IAS 19, the Severance Pay was valued using the methodology prescribed by the recent regulations introduced by the National Order of Actuaries in conjunction with the relevant bodies—OIC, Assirevi, and ABI—for companies with more than 50 employees.
The following are the main assumptions made for the actuarial estimation process:
Economic Assumptions June 30 2026 December 31
2025
Annual inflation rate 2.00% 2.00%
Half-year financial report as of June 30, 2026
Philogen Group 64 Condensed Consolidated Financial Statements as of June 30, 2026
Annual discount rate 3.24% 3.37% Annual rate of increase in severance pay 3.00% 3.00%
Annual frequency of turnover and severance pay advances June 30 2026 December 31
2025
Advance payment frequency 2.00% 2.00% Turnover rate 10.00% 10.00%
Demographic assumptions June 30, 2026 December 31, 2025
Death ISAT 2022 ISTAT 2022
Disability INPS tables broken down by age and sex INPS tables broken down by age and sex Retirement 100% upon meeting the AGO requirements 100% upon meeting the AGO requirements as adjusted by Legislative Decree No. 4/2019 End-of-Term Severance Pay The Severance Pay, as provided for in the Compensation Policy approved by the Shareholders’ Meeting on April 29, 2025, consists of an annual accrual for the Company’s executive directors, equal to one-twelfth of their annual compensation net of actuarial adjustments, to be paid upon termination of their term of office.
Liabilities for end-of-term severance pay amounted to 139 thousand euros for the period ended June 30, 2026 (77 thousand euros as of December 31, 2025). The changes for the periods ended June 30, 2026, and December 31, 2025, are shown
below:
Figures in thousands of euros June 30 2026 December 31
2025
Balance at the beginning of the period 77 152 Uses - (189) Provision for TFM 65 108 Financial Expenses 2 3 Actuarial gains/(losses) (4) 4 Total employee benefits 139 77 The actuarial valuation of the end-of-term severance pay is performed using the “accrued benefits” method based on the “Projected Unit Credit” (PUC) approach, as required by paragraphs 67–69 of IAS 19.
The following are the main assumptions used in the actuarial valuation process:
Economic Assumptions June 30 2026 December 31
2025
Annual discount rate 2.87% 2.52% Annual compensation adjustment rate 0.00% 0.00%
Demographic assumptions June 30, 2026 December 31, 2025
Deaths ISTAT 2022 ISTAT 2022
Disability INPS tables broken down by age and sex INPS tables broken down by age and sex Retirement 100% upon meeting AGO requirements 100% upon meeting AGO requirements Frequency of termination of mandate 0.00% 0.00% 22. Current and Non-Current Financial Liabilities The following table shows the changes in current and non-current financial liabilities for the periods ended June 30, 2026, and December 31, 2025:
Amounts in thousands of euros Amount Financial liabilities as of January 1, 2025 36 New Loans -
Financial liabilities from hedging derivatives -
Half-year financial report as of June 30, 2026
Philogen Group 65 Condensed Consolidated Financial Statements as of June 30, 2026
Interest Payable on Loans -
Credit cards 8
Principal repayments
Foreign exchange effects -
-
Financial liabilities as of December 31, 2025 44 Interest Payable on Loans -
Credit cards (28) Principal repayments -
Exchange rate effects -
Financial liabilities as of June 30, 2026 16 Of which current 16 Of which non-current -
Amounts in thousands of euros June 30 December 31
2026 2025
Current financial liabilities 16 44 Non-current financial liabilities - -
Total financial liabilities 16 44 23. Trade payables Trade payables to suppliers totaling 11,606 thousand euros as of June 30, 2026 (13,031 thousand euros as of December 31, 2025) are primarily attributable to payables to clinical centers where the Group conducts clinical trials, with the remainder attributable to other suppliers of services and consumables.
The following table shows the changes in trade payables for the period ended June 30, 2026:
Figures in thousands of euros June 30 2026 December 31
2025
Trade payables 11,606 13,031 Total trade payables 11,606 13,031 Breakdown of payables by geographic area Figures in thousands of euros Geographic Area
June 30
2026 December 31
2025
Italy 4,669 3,972 European Union 2,963 3,262 Outside the European Union (U.S.) 3,562 4,498 Outside the European Union (other) 412 1,298 Total trade payables 11,606 13,031 24. Other current and non-current liabilities The Group’s other current liabilities for the period ended June 30, 2026, and December 31, 2025, are detailed below:
Amounts in thousands of euros June 30 2026 December 31
2025
Payables to social security institutions 657 1,004 Accrued liabilities and deferred income 481 675 Other payables 3,657 2,242 Other current liabilities 4,795 3,921 Payables to social security agencies represent the amount owed to INPS and INAIL for withholdings to be paid and totaled 657 thousand euros as of June 30, 2026.
I “Accrued liabilities and deferred income,” amounting to 481 thousand euros, are primarily attributable to the deferred income related to the Industry 4.0 tax credit certified in fiscal year 2022 for a total of 2,586 thousand euros, and specifically to its accounting treatment as a capital grant linked to the depreciation period of the assets covered by the incentive. For this reason, for the period ended June 30, 2026, deferred income related to Industry 4.0 is classified as current liabilities
Half-year financial report as of June 30, 2026
Philogen Group 66 Condensed Consolidated Financial Statements as of June 30, 2026
for the portion that will be recognized in the income statement by the period ending June 2026 – June 2027, amounting to 391 thousand euros (391 thousand euros as of December 31, 2025), and under non-current liabilities for the portion extending beyond July 2026, amounting to 717 thousand euros (717 thousand euros as of December 31, 2025).
Other payables, amounting to 3,657 thousand euros as of June 30, 2026, relate primarily to:
- Payables to employees for wages and salaries to be paid, amounting to 1,600 thousand euros;
- Payables to directors totaling 1,213 thousand euros, relating to the provision for the directors’ management buyout
(MBO);
- Other payables of various kinds totaling 844 thousand euros.
The following is a breakdown of Other non-current liabilities:
Figures in thousands of euros June 30 2026 December 31
2025
Deferred expenses—non-current portion 717 717 Other non-current liabilities 717 717
Other Information
25. Stock-Based Compensation Plan On May 31, 2021, the Company’s Ordinary Shareholders’ Meeting approved an incentive plan pursuant to Article 114-bis of the Consolidated Law on Finance (TUF) entitled “2024–2026 Stock Grant Plan” (hereinafter also referred to as the “Plan”), reserved for Group employees, and granted the Board of Directors all necessary and appropriate powers to implement it.
To support the aforementioned Plan, the Shareholders’ Meeting also resolved to carry out a split-off type bonus capital increase, pursuant to Article 2349 of the Civil Code, to be executed by the deadline of December 31, 2026, for a maximum of 123,974 euros, to be allocated in full to share capital, and to establish, for the same amount, a specific reserve, drawn from the retained earnings reserve, named “Reserve of Earnings Restricted for Capital Increase in Support of the 2024– 2026 Stock Grant Plan,” which will remain restricted for the purpose of the no-par value capital increase until the final subscription deadline.
Specifically:
- On September 28, 2021, the Company’s Board of Directors, upon the recommendation of the Nominating and Compensation Committee, approved the regulations governing the aforementioned Plan and implemented them, identifying the beneficiaries and defining the performance objectives and related targets for the first award cycle (2021–2024), and awarding a total of 121,000 Units;
- On October 11, 2022, the Company’s Board of Directors, following a favorable opinion from the Nominating and Compensation Committee, identified the beneficiaries and defined the performance objectives and related targets for the second grant cycle (2022–2025), granting a total of 130,000 Units;
- On November 7, 2023, the Company’s Board of Directors, following a favorable opinion from the Nominating and Compensation Committee, identified the beneficiaries and defined the performance objectives and related targets for the third grant cycle (2023–2026), granting a total of 619,000 Units.
Summary of the Regulations The Plan is divided into three cycles (2021, 2022, and 2023), each with a three-year duration, which provide for:
the allocation to beneficiaries of a certain number of Units (free of charge);
the definition, at the time of grant, of performance objectives;
a three-year performance period;
Half-year financial report as of June 30, 2026
Philogen Group 67 Condensed Consolidated Financial Statements as of June 30, 2026
the granting of shares to beneficiaries, subject to the achievement of the performance targets set for the three-
year period.
The Plan provides for the allocation of up to 877,286 Units, which entitle the holders to receive, free of charge, up to 877,286 shares, corresponding to approximately 3% of the current share capital, with reference solely to common shares.
Beneficiaries receive the shares following the allocation approved by the Board of Directors at the end of the performance period for each cycle of the Plan.
At the end of each Performance Period, the Board of Directors will assess whether any threshold has been met and whether the performance objectives have been achieved, thereby determining the number of shares to be granted to each beneficiary. Specifically, after verifying that any threshold has been met, the Board of Directors will evaluate the following:
a) Achievement of corporate objectives: for each Cycle of the Plan, the grant of shares is subject to the condition that the corporate objectives related to the Company’s performance and/or the stock’s performance—which will be identified by the Board of Directors for each beneficiary—are achieved, in whole or in part. The Board of Directors, after consulting with the Nominating and Compensation Committee, verifies the achievement of corporate objectives at the end of the performance period for each cycle of the Plan;
b) Achievement of individual objectives: In addition to the corporate objectives, the Board of Directors, after consulting with the Nominating and Compensation Committee, has established individual objectives for each beneficiary of the Plan based on criteria primarily focused on: (i) the development of the projects in which the individual beneficiary is involved; (ii) the achievement of results for such projects in accordance with the procedures and timelines established by the Company and/or the Group; (iii) the obtaining of authorizations from the competent authorities in the biotechnology sector for the commercialization of products developed by the Company and/or the Group; (iv) the conclusion of commercial agreements with leading companies in the research and development sector in which the Company operates. The Board of Directors, after consulting with the Nominating and Compensation Committee, verifies the achievement of individual objectives at the end of the performance period for each cycle of the Plan.
c) the existence of an employment relationship between the Company or its subsidiary and the beneficiary as of the date of share grant.
Individual performance objectives will be measured with reference to the specific three-year period of each Cycle, beginning on the relevant grant date.
The Plan will terminate on the date of grant of the shares relating to the third Cycle.
Further information regarding the Plan is provided in the information document available on the Company’s website at (http://www.philogen.com/ ).
Evaluation Criteria
The evaluation was conducted by considering separately the two performance objectives—corporate and personal— assigned to each beneficiary. Specifically, the corporate performance component (so-called “market-based ”), linked to the achievement of the gate and the target for the Company’s stock, was estimated using stochastic simulation with the Monte Carlo method, which—based on appropriate assumptions—allowed for the definition of a substantial number of alternative scenarios over the time period considered.
With regard to individual performance objectives, based on various achievement scenarios, the Company itself estimated a probability of success.
For each option, the expected dividend yield and the annual probability of exit (representing an average value from previous years) were taken into account.
Specifically, the following data were used in the fair value assessment as of the grant date:
Third Grant Cycle 2023–2026
Half-year financial report as of June 30, 2026
Philogen Group 68 Condensed Consolidated Financial Statements as of June 30, 2026
Number of
rights (*) Grant Date Expiration date Price as of the valuation date Annual volatility Dividend yield Exit rate 616,000 December 1, 2023 November 30, 2026 18.250 27.44% 0% 0% (*) The number of rights as of June 30, 2026, is 582,000, adjusted following the annual resets of the current Stock Grant Plans to reflect the adjustment of the probabilities of achieving the objectives.
Overall Valuation Results With regard to the third grant cycle, the total fair value amounts to 6,546 thousand euros as of June 30, 2026 (the valuation year), of which 829 thousand euros relate to the subsidiary and 5,717 thousand euros relate to the Company. The portion attributable to the fiscal year ended June 30, 2026, amounts to 109 thousand euros relating to Philochem AG and 901 thousand euros relating to Philogen S.p.A.
The 2027–2029 Stock Grant Plan is intended for Employees and Consultants who, in the sole and discretionary judgment of the Board of Directors, after consultation with the Nominating and Compensation Committee, hold a key role and thereby actively contribute to the Company’s development. Like the previous plan, this Plan is divided into three cycles (2024, 2025, and 2026), each lasting three years.
The Plan provides for the allocation of up to 600,000 Units, which entitle the holder to receive up to 600,000 Shares free of charge. Beneficiaries receive the Shares on the Grant Date provided that, during the Performance Period, they have achieved the assigned Performance Targets and their employment or consulting relationship continues; for each Beneficiary, the Grant Letter specifies (i) the number of Units granted, (ii) the corporate performance target, (iii) the date on which the Performance Period will begin.
Io 2024–2027 grant cycle
Number of
rights (*) Grant Date Expiration date Price on the valuation date Annual volatility Dividend yield Exit rate 118,000 November 29, 2024 November 30, 2027 19.00 0% 0% (*) The number of rights as of June 30, 2026, is 110,000, adjusted following the annual resets applied to the current Stock Grant Plans to reflect the adjustment of the probabilities of achieving the objectives.
IIo 2025–2028 grant cycle
Number of
rights(*) Grant Date Expiration date Price as of the valuation date Annual volatility Dividend yield Exit rate 132,500 November 28, 2025 November 30, 2027 24.10 0% 0% (*) The number of rights as of June 30, 2026, is 125,000, adjusted following the annual resets of the current Stock Grant Plans to reflect the adjustment of the probabilities of achieving the objectives.
Overall Valuation Results For the first orgrant cycle, the total fair value amounts to 1,003 thousand euros as of June 30, 2026 (valuation year), of which 750 thousand euros relate to the subsidiary and 252 thousand euros relate to the Company. The portion attributable to the fiscal year ended June 30, 2026, amounts to 121 thousand euros relating to Philochem AG and 36 thousand euros relating to Philogen S.p.A.
For the second orallocation cycle, the total fair value amounts to 1,145 thousand euros as of June 30, 2026 (the valuation year), of which 651 thousand euros relate to the subsidiary and 494 thousand euros relate to the Company. The portion attributable to the fiscal year ended June 30, 2026, amounts to 107 thousand euros relating to Philochem AG and 81 thousand euros relating to Philogen S.p.A.
Finally, the 2024–2026 directors’ plan is intended for the Company’s Executive Directors.
Half-year financial report as of June 30, 2026
Philogen Group 69 Condensed Consolidated Financial Statements as of June 30, 2026
The Plan provides for the allocation of up to 800,000 Units, which entitle the holder to receive, free of charge, up to 800,000 Shares. Beneficiaries receive the Shares on the Performance Delivery Date, provided they have achieved the assigned corporate performance target and their position as directors continues.
If the Board of Directors (BoD) identifies a new Beneficiary, the BoD may—at its discretion—determine the number of Units to which such new Beneficiary is entitled on a pro-rata temporis basis, taking into account, in particular, the period during which the new Beneficiary participates in the Plan and, therefore, that such Beneficiary has not participated in the Plan since its inception.
Io Grant Cycle
Number of
rights Grant Date Expiration Date Price on the valuation date Annual volatility Dividend yield Exit rate 200,000 November 8, 2024 December 31, 2026 20.50 0% 0% IIo Allocation Cycle
Number of
rights Allocation Date Expiration Date Price on the valuation date Annual volatility Dividend yield Exit rate 600,000 May 30, 2025 December 31, 2026 22.40 0% 0% Overall Valuation Results The total fair value amounts to 15,188 thousand euros as of June 30, 2026 (valuation year).
The portion attributable to the fiscal year ended June 30, 2026, amounts to 2,606 thousand euros.
26. Financial Risk Disclosure With regard to business risks, the main risks identified, monitored, and—as specified below—actively managed by the Group are as follows:
Credit Risk
Credit risk is the risk that a customer or one of the counterparties to a financial instrument will cause a financial loss by failing to fulfill a contractual obligation and arises primarily from the Group’s trade receivables and debt securities.
The carrying amount of financial assets and assets arising from contracts represents the Group’s maximum exposure to credit risk.
The Group’s exposure to credit risk depends primarily on the specific characteristics of each customer.
However, management also considers variables typical of the Group’s customer portfolio, including the risk of insolvency in the industry and country in which customers operate. The primary counterparties to contract assets are pharmaceutical companies and multinationals characterized by a low-risk profile.
Liquidity Risk
This is the risk that the Group will have difficulty meeting its obligations associated with financial liabilities settled in cash or through another financial asset. The Group’s approach to liquidity management ensures that, to the extent possible, there are always sufficient funds available to meet its obligations as they fall due, both under normal conditions and during periods of financial stress, without incurring excessive costs or risking damage to its reputation.
The Group ensures that it holds cash on hand and other securities in excess of the expected cash outflows for financial liabilities (other than trade payables). In addition, the Group regularly monitors the level of expected cash inflows from trade receivables and other receivables, as well as cash outflows related to trade payables and other payables.
Half-year financial report as of June 30, 2026
Philogen Group 70 Condensed Consolidated Financial Statements as of June 30, 2026
The following is an analysis of the maturities for trade receivables and payables and for financial liabilities as of June 30,
2026:
Amounts in thousands of euros June 30, 2026 Within 90 days 90 days to 1 year 1 to 5 years Over 5 years Total Lease liabilities 327 1,003 5,007 5,091 11,428 Financial liabilities 16 - - - 16 Trade payables 11,606 - - - 11,606 Total 11,949 1,003 5,007 5,091 23,049
Figures in thousands of euros June 30, 2026 Within 90 days 90 days to 1 year 1 to 5 years Over 5 years Total Trade receivables 842 - - - 842 Total 842 - - - 842 In addition, in addition to cash and cash equivalents totaling 5,131 thousand euros as of June 30, 2026, the Group holds a portfolio of financial investments totaling 332,013 thousand euros as of June 30, 2026, which is readily liquidatable and can be used to meet any liquidity needs.
Market Risk
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate as a result of changes in market prices, due to fluctuations in exchange rates, interest rates, or equity prices. The objective of market risk management is to manage and control the Group’s exposure to this risk within acceptable levels while simultaneously optimizing the return on investments.
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.
Production activities are limited to Italy and Switzerland; therefore, the Group is exposed to fluctuations between the euro, the Swiss franc, and the U.S. dollar, as some contracts with customers may be denominated in dollars. The reference currency 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 shareholders’ equity (translation risk). Finally, starting in 2025, following the signing of the contract with RayzeBio, the Group is exposed to foreign exchange risk between the euro and the U.S. dollar, arising from the receipt of contractually stipulated milestone payments in U.S. dollars. The Company monitors foreign exchange risk in accordance with its internal policy on the matter, evaluating hedging strategies or spot transactions when deemed necessary.
During 2026, the Group continued to closely monitor the performance of the U.S. dollar and its exchange rate against the euro, taking advantage of fluctuations to manage the perceived high currency risk resulting from the receipt of the upfront payment under the contract with RayzeBio, which was received in U.S. dollars. As of the date of this report, the currency exposure is not significant.
In the period ended June 30, 2026, revenue from customer contracts was primarily generated in euros and accounted for approximately 94% of total revenue.
The following table provides a breakdown of revenue from customers by currency for the periods ended June 30, 2026,
and 2025:
Figures in thousands of euros Period ended June 30 2026 % 2025 % Euro (EUR) 1,926 94% 5,220 95% Swiss Franc (CHF) 126 6% 282 5% U.S. Dollar (USD) - 0% - 0% Total revenue from customer contracts 2,052 100% 5,502 100%
Half-year financial report as of June 30, 2026
Philogen Group 71 Condensed Consolidated Financial Statements as of June 30, 2026
The following is an absolute value sensitivity analysis of revenue from customer contracts resulting from a 1% change in the exchange rates of the currencies listed above for the periods ended June 30, 2026, and 2025:
Figures in thousands of euros (absolute values) Period ended June 30
2026 2025
U.S. Dollar (USD) - -
Euro (EUR) 19 52 Swiss Franc (CHF) 1 3 Total effect on revenue from customer contracts 20 55 The Group also incurs certain operating costs in foreign currencies. The following table provides a breakdown of operating costs by currency for the periods ended June 30, 2026, and 2025:
Amounts in thousands of euros Period ended June 30 2026 % 2025 % U.S. Dollar (USD) 1,926 7% 1,534 6% Euro (EUR) . 20,479 74% 19,204 78% Swiss Franc (CHF) 5,136 19% 3,769 15% Pounds (GBP) 2 0% 41 0% Polish Zloty (PLN) 2 0% 3 0% Canadian Dollar (CAD) 15 0% - -
Czech koruna (CZK) 3 0% - -
Swedish krona (SEK) 9 0% - -
Total operating expenses 27,572 100% 24,552 100% The following is an absolute value sensitivity analysis of operating costs resulting from a 1% change in the exchange rates of the currencies listed above for the periods ended June 30, 2026, and 2025:
Figures in thousands of euros (absolute values) Period ended June 30
2026 2025
U.S. Dollar (USD) 19 15 Euro (EUR) 205 192 Swiss Franc (CHF) 51 38 Total impact on operating costs 276 246 The Group does not use foreign exchange hedging instruments.
The following table summarizes the quantitative data regarding the Group’s financial assets’ exposure to foreign
exchange risk:
Figures in thousands of euros June 30 2026 June 30
2025
EUR 313,592 83,234
USD 18,421 5,605
RUB - -
GBP - -
TRY - -
Total Current Financial Assets 332,013 88,839 Financial Investment Risk Management Following careful financial planning, the Parent Company invested the portion of its cash exceeding ordinary cash requirements in current financial assets. Investment decisions were made based on monitoring and consultations with the research department of the custodian bank. Regular updates regarding issuers’ creditworthiness, country risk, and market variables are made available to the company to enable prompt corrective action.
Based on the principles described in Note No. 17, “Other Current Financial Assets”—to which reference is made for further details—the Group has adopted an HTCS business model. Failure to pass the SPPI Test resulted in measurement at FVTPL, while passing the SPPI Test resulted in measurement at FVTOCI.
Half-year financial report as of June 30, 2026
Philogen Group 72 Condensed Consolidated Financial Statements as of June 30, 2026
Country Risk Management The Group does not operate in countries characterized by economic, political, or social instability sufficient to result in significant direct exposure to country risk. In accordance with the ESMA recommendations published on March 14, 2022, even in the absence of direct relations with Russia, Ukraine, or other markets subject to specific restrictions, the Group continues to monitor developments in the international geopolitical and macroeconomic environment, including indirect effects related to the ongoing conflict in Ukraine, the sanctions regime against Russia, and geopolitical and trade tensions in the Middle East, which could impact financial markets and supply chains.
27. Disclosures on Financial Instruments Categories of Financial Assets and Liabilities The following tables provide a breakdown of financial assets and liabilities by category, in accordance with IFRS 9, as of June 30, 2026, and December 31, 2025.
Amounts in thousands of euros June 30 2026 December 31
2025
Financial assets:
Financial assets measured at amortized cost Trade receivables 842 1,269 Cash and cash equivalents 5,131 127,200 Other current assets 1,337 1,093 Financial assets measured at fair value Current financial assets 332,013 252,023 Total financial assets 339,323 252,023 Financial liabilities measured at amortized cost Non-current lease liabilities 10,097 9,719 Current financial liabilities 16 44 Current lease liabilities 1,330 1,164 Trade payables 11,606 13,031 Other current liabilities 4,795 3,921 Total financial liabilities 27,844 27,880 Given the nature of short-term financial assets and liabilities, the carrying amount is considered a reasonable approximation of fair value for most of these items.
Non-current financial liabilities and assets are settled or measured at market rates; therefore, their fair value is considered to be substantially in line with their current carrying amounts.
Fair Value Disclosure With respect to assets and liabilities recognized in the statement of financial position and measured at fair value , IFRS 13 requires that these amounts be classified according to a hierarchy of levels that reflects the significance of the inputs used in determining fair value .
The following tables summarize the financial assets and liabilities measured at fair value , broken down according to the levels set forth in the hierarchy:
Amounts in thousands of euros December 31, 2025 Level 1 Level 2 Level 3 Total Current financial assets measured at fair value through in net income (loss) for the year 221,922 30,101 - 252,023 Total assets measured at fair value 221,922 30,101 - 252,023
Amounts in thousands of euros June 30, 2026 Level 1 Level 2 Level 3 Total
Half-year financial report as of June 30, 2026
Philogen Group 73 Condensed Consolidated Financial Statements as of June 30, 2026
Current financial assets measured at fair value through in net income (loss) for the period 301,563 30,449 - 332,013 Total assets measured at fair value 301,563 30,449 - 332,013 Financial assets classified as Level 1 in the fair value hierarchy consist of securities held in the bond portfolio and shares in investment funds listed on regulated markets. For further details on the securities portfolio, please refer to Note 17 of the condensed consolidated semiannual financial statements.
Level 2 of the fair value hierarchy includes current financial assets measured at fair value through profit or loss for the period in accordance with IFRS 9, consisting of insurance investment products held by the Group to invest excess liquidity ( ) (see Note 17 of the condensed consolidated semiannual financial statements for further details on the nature of these assets).
These investments represent financial assets managed by insurance companies and are valued, as of the date of the condensed consolidated semiannual financial statements, based on the NAVs ( Net Asset Values ) reported by the insurance companies, which represent the surrender value of the policies as of the date of the condensed consolidated semiannual financial statements.
There were no transfers between the various levels of the fair value hierarchy during the periods under review.
28. Related Parties There have been no changes to the related-party transaction procedure, which is available on the Company’s website at (http://www.philogen.com/ ).
The following is a summary of the total transactions with related parties.
Period ended December 31, 2025 Amounts in thousands of euros Related party
Rendo
S.r.l. Rendo AG Nerbio
S.r.l. Strategic
Executives Directors and
Board
Committees Board of
Statutory
Auditors Total Percentage
of the
balance
sheet item
Statement of Financial Position Assets Held under Right of Use 5,478 3,032 - - - - 8,510 96% Trade receivables - - - - - -
Financial liabilities from operating leases 626 332 - - - - 958 82% Financial liabilities from non -current leases 5,280 4,318 - - - - 9,598 99% Employee Benefits - - - - 77 - 77 6% Other current liabilities - - - - 722 - 722 18%
Income Statement
Depreciation and Amortization 658 225 - - - - 914 21% Service costs - - - - 2,199 71 2,270 7% Personnel expenses - - - - - - - -
Financial Expenses 171 149 - - - - 321 4%
Period ended June 30, 2026 Figures in thousands of euros Related party
Rendo
S.r.l. Rendo AG Strategic Executives Directors and
Board
Committees Board of
Statutory
Auditors Total % of the
balance
sheet item
Statement of Financial Position Assets Held under Right of Use 5,272 2,932 - - - 8,204 87% Financial liabilities from operating leases 647 341 - - - 988 74% Financial liabilities from non -current leases 5,057 4,189 - - - 9,246 92%
Half-year financial report as of June 30, 2026
Philogen Group 74 Condensed Consolidated Financial Statements as of June 30, 2026
Employee Benefits - - - 139 - 139 10% Payables to corporate bodies - - - - - - -
Other current liabilities - - - 1,213 - 1,213 25% Income Statement -
Depreciation and Amortization 315 130 - - - 445 20% Service costs - - - 4,170 45 4,215 34% Financial expenses 80 72 - - - 153 2%
The related-party transactions described above are neither atypical nor unusual, as they fall within the normal course of business of the Group companies and are conducted on arm’s-length terms.
Compensation for Directors, Senior Executives, Statutory Auditors, Other Board-Level Bodies, and the Scientific
Committee
With regard to transactions with the directors, statutory auditors, and the Scientific Committee of the Group companies, these are limited to the payment of emoluments and compensation as shown in the following tables:
i) Board of Directors Figures in thousands of euros June 30 2026 June 30
2025
Duccio Neri – Executive Chairman 275 215 Dario Neri – CEO 325 265 Giovanni Neri – Managing Director 175 155 Sergio Gianfranco Luigi Maria Dompé – Board Member 15 15 Nathalie Francesca Maria Dompé - Board Member 15 15 Leopoldo Zambeletti Pedrotti 15 15 Marta Bavasso (*) 15 15 Chiara Falciani 16 5 Patrizia Sacchi 15 5 Flavia Scarpellini 15 5 Roberto Ferraresi - 10 Guido Guidi - 10 Maria Giovanna Calloni - 10 Other Directors (**) 98 96 Total compensation 979 837 Cash incentive plan (***) 491 287 Stock Ownership Plan for Directors 2,606 2,182 Severance Pay (****) 59 49 Total 4,135 1,172 (*) Lead Independent Director (**) The item “Other Directors” includes compensation related to the Board of Directors of the subsidiary (Philochem) (***) The cost of the MBO plan for executive directors (paragraph 4.6 of the management report) includes the final installment related to the 2025 MBO and the provision for the 2026 MBO plan for executive directors.
(****) Termination benefits (TFM) include the provision set aside for the new term of office granted to executive directors (appointment by the Shareholders’ Meeting on April 29, 2025).
ii) Board of Statutory Auditors Figures in thousands of euros June 30 2026 June 30
2025
Maurizio Di Marcotullio - Chairman 25 26 Pierluigi Matteoni - Standing Director 10 10 Alessandra Pinzuti – Standing Auditor 10 10 Remuneration of the Board of Statutory Auditors 45 46 iii) Board Committees Figures in thousands of euros June 30 2026 June 30
2025
Marta Bavasso 15 15
Half-year financial report as of June 30, 2026
Philogen Group 75 Condensed Consolidated Financial Statements as of June 30, 2026
Chiara Falciani 10 3 Patrizia Sacchi 10 3 Roberto Ferraresi - 7 Maria Giovanna Calloni - 7 Remuneration of Subcommittees 35 35
Audit, Risk, and Sustainability Committee: Marta Bavasso (Chair), Chiara Falciani, and Patrizia Sacchi. This committee also serves as the Related-Party Transactions Committee.
Compensation and Nominating Committee: Marta Bavasso (Chair), Chiara Falciani, and Patrizia Sacchi.
Accounting Principles
29. Valuation Criteria These condensed consolidated interim financial statements have been prepared using the historical cost method, except for financial instruments, which are measured at fair value at each reporting date.
These condensed consolidated semiannual financial statements were also prepared on a going-concern basis. The Directors’ assessment of this assumption takes into account the Group’s current development strategies, its financial and equity position, the possibility of revising the timing and structure of its development strategy, and its ability to secure the financial resources necessary to continue its operations, including through the licensing of certain proprietary products to third parties via out-licensing agreements.
30. Principal Accounting Principles
Preparation Criteria
The condensed consolidated interim financial statements have been prepared in accordance with the international accounting standard on interim financial reporting (IAS 34 Interim Financial Reporting). All financial statements comply with the minimum content requirements set forth by international accounting standards and applicable regulations established by national legislation and Consob. The financial statements used are deemed appropriate for the purpose of providing a fair presentation of the Group’s financial position, results of operations, and cash flows; in particular, it is believed that the income statements reclassified by nature provide reliable and relevant information for the purpose of accurately presenting the Group’s financial performance. The financial statements comprising the condensed consolidated semiannual financial statements are as follows:
Consolidated Statement of Financial Position The statement is presented by separately showing current and non-current assets and current and non-current liabilities, with a description in the notes for each asset and liability item of the amounts expected to be settled or recovered within or beyond 12 months from the balance sheet date.
An asset or liability is classified as current when it meets one of the following criteria:
- it is expected to be realized or settled, or is expected to be sold or used in the Group’s normal operating cycle;
- it is held primarily for trading;
- it is expected to be realized or settled within 12 months of the balance sheet date.
If all three conditions are not met, assets and liabilities are classified as non-current.
Consolidated Income Statement Expenses are classified by nature, highlighting the interim results relating to operating income and income before taxes.
Half-year financial report as of June 30, 2026
Philogen Group 76 Condensed Consolidated Financial Statements as of June 30, 2026
Consolidated Statement of Comprehensive Income The statement includes the components that make up the net income for the period and the expenses and income recognized directly in equity for transactions other than those with shareholders.
Statement of Changes in Consolidated Shareholders' Equity This statement shows the changes in equity items relating to:
- the allocation of the parent company’s and subsidiaries’ net income for the period to minority shareholders;
- amounts related to transactions with shareholders (purchase and sale of treasury stock);
- each item of gain or loss, net of any tax effects, which, as required by IFRS, are either recognized directly in equity (gains or losses on the purchase or sale of treasury stock, actuarial gains and losses arising from the valuation of defined benefit plans) or are offset against an equity reserve (share-based payments for incentive
plans);
- changes in valuation reserves for derivative instruments used to hedge future cash flows, net of any tax effect.
Consolidated Statement of Cash Flows The statement is presented using the indirect method, whereby net income is adjusted for the effects of non-cash transactions, any deferrals or accruals of past or future operating receipts or payments, and items of revenue or expense related to cash flows arising from investing or financing activities.
Income and expenses related to interest, dividends received, and income taxes are included in cash flows based on the type of underlying transaction that generated them.
Cash and cash equivalents included in the cash flow statement comprise the balance sheet balances of this item as of the reporting date. Cash flows in foreign currencies have been converted at the average exchange rate for the period.
Cash equivalents are those held to meet short-term cash obligations, rather than for investment or other purposes. For an investment to be considered a cash equivalent, it must be readily convertible into a known amount of cash and must be subject to an insignificant risk of change in value.
Cash equivalents include short-term time deposits.
Consolidation Criteria
The consolidated financial statements of the Philogen Group include the financial statements for the period of Philogen S.p.A. and those of its subsidiary Philochem AG, a company incorporated under Swiss law over which the Parent Company exercises control pursuant to Article 26 of Legislative Decree 127/91. The following is a summary of the Group companies and the consolidation methods:
Company Name Registered Office % of Control Currency Consolidation Method Philogen S.p.A. Siena – Italy Parent Company EUR Full Philochem AG Zurich – Switzerland 99.998% CHF Full Subsidiaries are those entities over which the Group exercises control, that is, when the Group is exposed to, or has rights to, variable returns from its relationship with the entity, and has the ability to affect those returns by exercising its power over the entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date the parent company begins to exercise control until the date such control ceases.
These financial statements are appropriately reclassified and adjusted to bring them into line with the parent company’s accounting principles and valuation criteria, in the event of significant differences. All Group companies close their fiscal year on December 31.
The carrying amount of equity investments in companies included in the consolidation is eliminated against the corresponding portions of the investees’ equity, with individual assets and liabilities recognized at their fair value as of the
Half-year financial report as of June 30, 2026
Philogen Group 77 Condensed Consolidated Financial Statements as of June 30, 2026
acquisition date. Any resulting difference, if positive, is recorded as a non-current asset and, to the extent not already accounted for, as goodwill; if negative, it is charged to the income statement.
Changes in the Group’s ownership interest in a subsidiary that do not result in the loss of control are accounted for as transactions between shareholders in their capacity as shareholders.
When preparing the consolidated financial statements, the balances of intragroup transactions, as well as unrealized intragroup revenues and costs, are eliminated. Unrealized losses are eliminated in the same manner as unrealized gains, to the extent that there are no indicators of impairment.
Foreign Currency
Foreign Currency Transactions Foreign currency transactions are translated into the functional currency of each Group entity at the exchange rate in effect on the transaction date.
Monetary items denominated in foreign currencies as of the end of the reporting period are translated into the functional currency using the exchange rate in effect on that date. Non-monetary items measured at fair value in a foreign currency are translated into the functional currency using the exchange rates in effect on the date the fair value was determined.
Non-monetary items measured at historical cost in a foreign currency are translated using the exchange rate in effect on the date of the transaction. Exchange differences arising from translation are generally recognized in profit/(loss) for the period under financial expenses.
Foreign Operations
The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising from the acquisition, are translated into euros using the exchange rate in effect at the end of the reporting period. Revenues and expenses of foreign operations are converted into euros using the exchange rate in effect on the date of the transactions. Foreign exchange differences are recognized in other comprehensive income and included in the translation reserve, except for foreign exchange differences attributable to non-controlling interests. When the Group disposes of an investment in a foreign operation, in whole or in part, in such a way as to lose control, significant influence, or joint control over it, the amount accumulated in the translation reserve relating to that foreign operation is reclassified to profit/(loss) for the period to adjust the profit or loss arising from the disposal.
The exchange rates used as of June 30, 2026, and June 30, 2025, for the conversion of foreign-currency financial and balance-sheet items are summarized in the following table and refer to the subsidiary Philochem:
Exchange Rates (CHF/EUR) 2026 2025 Spot exchange rate (for conversion of assets and liabilities) 0.92240 0.93470 Average exchange rate (for conversion of costs and revenues) 0.91788 0.94140 Revenue from Contracts with Customers Revenue is measured based on the consideration specified in the contract with the customer. The Group recognizes revenue when it transfers control of the goods or services.
IFRS 15 “Revenue from Contracts with Customers” defines the criteria for recognizing and measuring revenue arising from contracts with customers. In general, IFRS 15 requires revenue to be recognized in an amount that reflects the consideration to which the entity believes it is entitled in exchange for the transfer of goods or services to the customer.
Specifically, IFRS 15 requires that revenue recognition be based on the following five steps:
(i) identification of the contract with the customer;
(ii) identifying the performance obligations (i.e., the contractual promises to transfer goods and/or services to a
customer);
(iii) determining the transaction price;
Half-year financial report as of June 30, 2026
Philogen Group 78 Condensed Consolidated Financial Statements as of June 30, 2026
(iv) allocation of the transaction price to the identified performance obligations based on the stand-alone selling price of each good or service;
(v) recognition of revenue when the related performance obligation is satisfied.
The Group’s revenue derives primarily from licensing agreements and contracts for the performance of research and development services commissioned by customers.
With regard to contracts involving the granting of licenses to the Group’s intellectual property, the first step is to analyze whether the granting of the license is distinguishable from other performance obligations . The Group recognizes separate performance obligations when:
- the customer can benefit from the good or service either on its own or in combination with other readily available
resources;
- the promise to transfer an asset or service is separately identifiable from the other promises in the contract.
If it is determined that the granting of the license is not distinguishable from the promise to transfer other goods or services, the Group accounts for the promise to grant a license and the other promised goods or services as a single performance obligation.
If, on the other hand, it is determined that the grant of the license is distinct from the promise to transfer other goods or services, the Group analyzes whether the customer obtains a right of access or a right to use the intellectual property. The customer has a right of access to the company’s intellectual property if all of the following conditions are met:
- The contract requires, or the customer expects, the Group to perform activities that have a significant impact on the
intellectual property;
- Such activities, when performed, do not transfer separate goods or services to the customer;
- The rights arising from the license expose the customer to positive or negative effects on the Group’s activities related to the intellectual property.
If the granting of the license confers a right of access to the intellectual property, revenue is recognized over the term of that right ( “over time”). Conversely, if the license constitutes a right to use the intellectual property, the related revenue is recognized when that right is granted ( “at a point in time”).
The following table summarizes the main fees and related payment terms covered by the Group’s license agreements:
Type of Consideration Accounting Treatment Up-front Fees These represent payments received in advance upon the execution of the contract. If they relate to the granting of license rights, they are recognized:
— at a point in time , if they constitute rights to use intellectual property;
— over time , if they constitute rights of access to intellectual property.
If no specific goods or services transferred to the customer are identified at the time the up-front fee is collected, such collection constitutes an advance payment and is recognized as revenue in the future when the performance obligations are satisfied (“over time”).
The Group issues an invoice for the up-front fee upon signing the contract. This invoice is typically due within 30 days. The payment terms do not include any trade discounts.
Commercial Options (so-
called “Commercial Option Fees”) If the license right is separable from other performance obligations, it is recognized as a right to use intellectual property, and the related revenue is recognized at a point in time when such license right is granted.
If the license right is not separable from other performance obligations, such payment constitutes an advance and is recognized as revenue in the future as the performance obligations are satisfied ( “over time”).
The Group issues an invoice for the commercial option fee upon notification by the customer of its intention to exercise said option. This invoice is typically due within 30 days. The payment terms do not provide for trade discounts.
Half-year financial report as of June 30, 2026
Philogen Group 79 Condensed Consolidated Financial Statements as of June 30, 2026
Milestones These represent variable payments contingent upon the achievement of certain significant milestones in product development (e.g., the start of Phase III clinical trials).
Upon signing the contract, management assesses whether the achievement of the milestones is highly probable and estimates the amount to be included in the transaction pr , using the “most likely amount” method. If it is probable that no subsequent significant reversal of revenue will occur, the value of the milestone is included in the transaction price.
Payments linked to events that are beyond the Group’s control and that typically depend on obligations to be fulfilled by the counterparty (such as, for example, product approval by regulatory authorities or the completion of research phases conducted by the customer) are not considered highly probable until there is certainty that the milestone has been achieved (e.g., notification from the customer or regulatory authorities).
At the end of each fiscal year, management reassesses the probability of achieving all milestones and, if necessary, adjusts its estimate of the total transaction price.
The Group issues an invoice for the milestone upon notification by the customer that the objective/event has been achieved. This invoice is typically due within 30 days. The payment terms do not provide for any trade discounts.
Royalties (based on sales) The Group recognizes revenue from sales-based royalties only when (or as) the latest of the following events occurs:
— the subsequent sale or use; and — the fulfillment (or partial fulfillment) of the performance obligation to which the sales-
based royalty has been allocated, in whole or in part.
With regard to other performance obligations contained in contracts (typically consisting of the performance of research and development services or the sale of GMP products), the Group recognizes the transaction price allocated to such activities over time as the performance obligation is satisfied, provided that one of the following criteria is met:
i. the customer simultaneously receives and uses the benefits arising from the service performed by the Group as the Group performs it;
ii. the service provided by the Group creates or enhances an asset controlled by the customer as the asset is created
or enhanced;
iii. the service does not create an asset that has an alternative use for the Group, and the Group has an enforceable right to payment for the service completed up to the relevant date.
If none of the criteria listed above are met, the performance obligation is considered fulfilled at the time the good or service is transferred, and the related revenue is recognized on a point-in-time basis .
Government Grants
Unrestricted government grants are recognized in profit/(loss) for the period as other income when the grant becomes receivable. Other government grants related to assets are initially recognized at fair value as deferred revenue if there is reasonable assurance that they will be received and that the Group will meet the conditions required for their receipt; they are then recognized in profit/(loss) for the period as other income on a systematic basis over the useful life of the asset to which they relate.
Government grants are presented on the balance sheet under current and non-current assets based on their expected use.
Grants intended to offset costs incurred by the Group are recognized in profit/(loss) for the period on a systematic basis, to be matched in the same period against the costs that the grant is intended to offset.
Recognition of Expenses Expenses are recognized when they relate to goods and services purchased or consumed during the period or are allocated systematically in accordance with the principles of economic and temporal accrual.
Half-year financial report as of June 30, 2026
Philogen Group 80 Condensed Consolidated Financial Statements as of June 30, 2026
Financial Income and Expenses Financial income and expenses are recognized on an accrual basis based on the interest accrued on the net value of the related financial assets and liabilities using the effective interest rate.
Financial expenses are recognized on an accrual basis and recorded in the income statement in the period in which they accrue.
Financial income is recognized based on the effective rate of return in accordance with the accrual principle.
Taxes
The tax expense for the period includes current and deferred taxes recognized in profit/(loss) for the period, except for those related to business combinations or items recognized directly in equity or in other comprehensive income.
The Group has determined that interest and penalties related to income taxes, including the accounting treatment to be applied to income taxes of an uncertain nature, are accounted for in accordance with IAS 37 Provisions, Contingent Liabilities, and Contingent Assets , as they do not meet the definition of income taxes.
i) Current Taxes Current taxes include the estimated amount of income taxes payable or receivable, calculated on the taxable income or tax loss for the period, as well as any adjustments to taxes from prior periods. The amount of taxes payable or receivable, determined based on tax rates in effect or substantially in effect as of the end of the reporting period, also includes the best estimate of any portion payable or receivable that is subject to uncertainty. Current taxes also include any taxes related to dividends.
Current tax assets and liabilities are offset only when certain criteria are met.
ii) Deferred Taxes Deferred taxes are recognized with respect to temporary differences between the carrying amounts of assets and liabilities reported in the financial statements and their corresponding values recognized for tax purposes. Deferred taxes are not
recognized for:
- temporary differences arising from the initial recognition of assets or liabilities in a transaction other than a business combination that affects neither accounting profit (or loss) nor taxable income (or tax loss);
- temporary differences related to investments in subsidiaries, associates, and joint ventures to the extent that the Group is able to control the timing of the reversal of the temporary differences and it is probable that, in the foreseeable future, the temporary difference will not reverse; and
- taxable temporary differences arising from the initial recognition of goodwill.
Deferred tax assets are recognized for deductible temporary differences, to the extent that it is probable that future taxable income will be available against which such assets can be utilized. Future taxable income is determined based on the reversal of the related deductible temporary differences. If the amount of taxable temporary differences is insufficient to fully recognize a deferred tax asset, future taxable income—adjusted for the reversals of existing temporary differences— as projected in the business plans of the individual Group companies is taken into account. The value of deferred tax assets is reviewed at each fiscal year-end and is reduced to the extent that it is no longer probable that the related tax benefit will be realized. Such reductions must be reversed when the probability of generating future taxable income increases.
Unrecognized deferred tax assets are reviewed at the end of each fiscal year and are recognized to the extent that it has become probable that the Group will generate sufficient future taxable income to utilize them.
Deferred taxes are measured using the tax rates expected to apply to temporary differences in the period in which they reverse, based on tax rates established by laws in effect or substantially in effect as of the balance sheet date, and reflect any uncertainties related to income taxes.
Half-year financial report as of June 30, 2026
Philogen Group 81 Condensed Consolidated Financial Statements as of June 30, 2026
The measurement of deferred taxes reflects the tax effects arising from the manner in which the Group expects, as of the fiscal year-end, to recover or settle the carrying amounts of its assets and liabilities
Operating Income
Operating income is determined by the Group’s operating activities that generate recurring revenue and by other income and expenses related to operating activities. Net financial expenses and income taxes are excluded from operating income.
Earnings/Loss Per Share Basic earnings per share were calculated based on net income attributable to common shareholders and the weighted-
average number of common shares outstanding during the period.
Diluted earnings per share were calculated based on the net income attributable to common shareholders and the weighted-average number of common shares outstanding during the period, taking into account the effects of all potential common shares with a dilutive effect. The dilutive effect of potential common shares was calculated using the treasury share method as provided for in IAS 33 .
Property, Plant, and Equipment i) Recognition and Measurement An item of property, plant, and equipment is measured at cost, including capitalized interest, net of accumulated depreciation and accumulated impairment losses.
If an item of property, plant, and equipment consists of various components with different useful lives, those components are accounted for separately (significant components).
The gain or loss arising from the disposal of an item of property, plant, and equipment is recognized in net income/(loss) for the year, under the line items “Other income” and “Other operating expenses,” respectively.
ii) Subsequent Costs Subsequent costs are capitalized only when it is probable that the related future economic benefits will flow to the Group.
iii) Depreciation
Depreciation of an item of property, plant, and equipment is calculated to reduce the cost of that item, net of its estimated residual value, on a straight-line basis over the item’s useful life. Depreciation is generally recognized in profit/(loss) for the period under the line item “Depreciation.” Land is not depreciated. Fixed assets are capitalized when the asset is in the condition necessary for it to function as intended by management.
The estimated useful lives for the current period and the comparative years are as follows:
Category Depreciation Rate
Buildings 3%
Plant and Equipment 20% Automated machinery 20% Industrial and commercial equipment 15% Passenger cars 25% Furniture and furnishings 12% Improvements to third-party property 8% Depreciation methods, useful lives, and residual values are reviewed at the end of the reporting period and adjusted as necessary.
Intangible Assets
Half-year financial report as of June 30, 2026
Philogen Group 82 Condensed Consolidated Financial Statements as of June 30, 2026
i) Recognition and Measurement Research and Development: Research expenses are recognized in income/(loss) for the period in which they are incurred.
Development costs are capitalized only if the cost attributable to the asset during its development can be measured reliably, the product or process is technically and commercially feasible, future economic benefits are probable, and the Group intends to and has sufficient resources to complete its development and to use or sell the asset. Other development costs are recognized in profit/(loss) for the period as incurred. Capitalized development costs are carried at cost, net of accumulated amortization and any accumulated impairment losses.
If not all capitalization requirements are met, the costs incurred by the Group for research and development activities are charged to the income statement in the period in which they are incurred.
Other intangible assets : Other intangible assets, such as patents and licenses with a definite useful life, are carried at cost, net of accumulated amortization and any accumulated impairment losses.
ii) Subsequent Costs Costs incurred after initial recognition are capitalized only when they increase the expected future economic benefits attributable to the asset to which they relate. All other subsequent costs, including those related to goodwill and internally generated trademarks, are charged to profit/(loss) in the period in which they are incurred.
iii) Amortization
Amortization is recognized in profit/(loss) for the year on a straight-line basis over the estimated useful lives of the intangible assets, beginning when the asset is available for use.
The estimated useful lives for the current period and comparative years are as follows:
Category Average Rate Patent rights and intellectual property rights 5% Concessions, licenses, trademarks, and similar rights 10% Depreciation methods, useful lives, and residual values are reviewed at the end of each period and adjusted as necessary.
Right-of-use assets
At the inception of a contract, the Group assesses whether the contract is, or contains, a lease. The contract is, or contains, a lease if, in exchange for consideration, it transfers the right to control the use of an identified asset for a period of time.
To assess whether a contract confers the right to control the use of an identified asset, the Group uses the definition of a lease in IFRS 16.
At the inception of a contract or upon a modification of a contract that contains a lease component, the Group allocates the contract consideration to each lease component based on its stand-alone price.
At the lease commencement date, the Group recognizes the right-of-use asset and the lease liability. The right-of-use asset is initially measured at cost, comprising the amount of the initial measurement of the lease liability, adjusted for lease payments due and made on or before the lease commencement date, plus initial direct costs incurred and an estimate of the costs the lessee will incur to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, net of any lease incentives received.
The right-of-use asset is amortized on a straight-line basis from the commencement date to the end of the lease term, unless the lease transfers ownership of the underlying asset to the Group at the end of the lease term or, considering the cost of the right-of-use asset, it is expected that the Group will exercise the purchase option. In such cases, the right-of-
use asset is amortized over the useful life of the underlying asset, determined on the same basis as that for real estate and machinery. Furthermore, the right-of-use asset is regularly reduced by any impairment losses and adjusted to reflect any changes arising from subsequent measurements of the lease liability.
Half-year financial report as of June 30, 2026
Philogen Group 83 Condensed Consolidated Financial Statements as of June 30, 2026
The Group measures the lease liability at the present value of the lease payments due but not yet paid as of the lease commencement date, discounting them using the implicit interest rate of the lease. Where it is not possible to readily determine this rate, the Group uses the marginal cost of capital. Generally, the Group uses the marginal cost of capital as the discount rate.
The Group’s marginal cost of capital is calculated based on interest rates obtained from various external financing sources, with certain adjustments to reflect the terms of the lease and the type of asset being leased.
Lease payments included in the measurement of the lease liability comprise:
- fixed payments (including payments that are substantially fixed);
- variable lease payments that depend on an index or rate, initially measured using an index or rate as of the lease
commencement date;
- amounts expected to be paid as a residual value guarantee; and
- the exercise price of a purchase option that the Group is reasonably certain to exercise, lease payments due during an optional renewal period if the Group is reasonably certain to exercise the renewal option, and early termination penalties, unless the Group is reasonably certain not to terminate the lease early.
The lease liability is measured at amortized cost using the effective interest method and is remeasured in the event of a change in future lease payments resulting from a change in an index or rate, in the event of a change in the amount the Group expects to pay as a residual value guarantee, or when the Group revises its assessment regarding whether or not to exercise a purchase, extension, or termination option, or in the event of a revision of lease payments that are substantively fixed.
When the lease liability is remeasured, the lessee makes a corresponding adjustment to the right-of-use asset. If the carrying amount of the right-of-use asset is reduced to zero, the lessee recognizes the change in profit/(loss) for the period.
The Group has applied IFRS 16 using the modified retrospective application method as of January 1, 2017.
Short-term leases and leases of low-value assets The Group has decided not to recognize right-of-use assets and lease liabilities related to low-value assets and short-term leases, including IT equipment. The Group recognizes the related lease payments as an expense on a straight-line basis over the term of the lease.
Lease-backs
If an entity transfers a specific asset to another entity and leases it back, it must determine, based on the provisions of IFRS 15, whether the transfer should be accounted for as a sale. In such a case, the lessee-seller must measure the asset consisting of the right-of-use arising from the leaseback as the proportion of the asset’s previous carrying amount that is transferred to the right-of-use retained by the lessee-seller. Consequently, the lessee-seller must recognize only the amount of gains or losses that relate to the rights transferred to the lessor-purchaser. If the fair value of the consideration for the sale of the asset does not equal the fair value of the asset, or if the lease payments are not at market rates, the entity must make the following adjustments to measure the proceeds from the sale at fair value : (i) terms below market rates must be accounted for as an advance payment of lease payments due, and (ii) terms above market rates must be accounted for as additional financing provided by the lessor-purchaser to the lessee-seller.
Inventories
Inventories are measured at the lower of purchase or production cost and net realizable value. Purchase cost refers to the actual purchase price plus incidental charges. The purchase cost of materials includes, in addition to the price of the material, transportation costs, customs duties, other taxes, and other costs directly attributable to that material. Returns, trade discounts, rebates, and bonuses are deducted from costs. Production cost refers to all direct and indirect costs reasonably attributable to the product for the period of manufacture and up to the point at which the asset is ready for use, calculated on the basis of normal production capacity. The realizable value based on market trends is equal to the estimated selling price of goods and finished products in the ordinary course of business, net of estimated costs to complete and direct selling costs. In determining the realizable value based on market trends, consideration is given, among other factors, to the obsolescence rate and inventory turnover. The cost of inventory is determined using the weighted average
Half-year financial report as of June 30, 2026
Philogen Group 84 Condensed Consolidated Financial Statements as of June 30, 2026
cost method. In the case of inventory consisting of goods produced by the Group, the cost includes a portion of overhead expenses determined based on normal production capacity.
Financial Instruments
i) Recognition and Measurement Trade receivables are recognized when they arise. All other financial assets and liabilities are initially recognized on the trade date, that is, when the Group becomes a party to the financial instrument.
With the exception of trade receivables that do not contain a significant financing component, financial assets are initially measured at fair value plus or minus—in the case of financial assets or liabilities not measured at FVTPL—the transaction costs directly attributable to the acquisition or issuance of the financial asset. Upon initial recognition, trade receivables that do not have a significant financing component are measured at their transaction price.
ii) Classification and Subsequent Measurement
Financial assets:
Upon initial recognition, a financial asset is classified based on its measurement: amortized cost; fair value through other comprehensive income (FVOCI)—debt instrument; FVOCI—equity instrument; or fair value through profit or loss (FVTPL).
Financial assets are not reclassified after initial recognition, unless the Group changes its business model for managing financial assets. In that case, all affected financial assets are reclassified on the first day of the first fiscal year following the change in the business model.
A financial asset must be measured at amortized cost if both of the following conditions are met and it is not designated
as FVTPL:
- the financial asset is held within a business model whose objective is to hold financial assets for the purpose of collecting the related contractual cash flows; and
- the contractual terms of the financial asset provide for cash flows on specified dates consisting solely of principal and interest payments on the principal amount to be repaid.
A financial asset must be measured at FVOCI if both of the following conditions are met and it is not designated as FVTPL:
- the financial asset is held as part of a business model whose objective is achieved both by collecting the contractual cash flows and by selling the financial assets; and
- the contractual terms of the financial asset provide for cash flows on specified dates consisting solely of principal and interest payments on the principal amount to be repaid.
Upon initial recognition of an equity security not held for trading, the Group may make an irrevocable election to present subsequent changes in fair value in other comprehensive income. This election is made on an asset-by-asset basis.
All financial assets not classified as measured at amortized cost or at FVOCI, as indicated above, are measured at FVTPL.
This includes all derivative financial instruments. Upon initial recognition, the Group may irrevocably designate the financial asset as measured at fair value through profit or loss if doing so eliminates or significantly reduces an accounting mismatch that would otherwise result from measuring the financial asset at amortized cost or at FVOCI.
Financial Assets: Business Model Assessment With specific reference to the business model, IFRS 9 identifies three different business models, which in turn reflect the ways in which financial assets are managed:
i. “Held to Collect”: a business model that includes financial assets held with the objective of collecting the contractual cash flows by retaining the financial instrument until maturity;
ii. “Held to Collect and Sell”: a business model that includes financial assets held with the objective of both realizing contractual cash flows over the life of the asset and collecting proceeds from its sale;
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Philogen Group 85 Condensed Consolidated Financial Statements as of June 30, 2026
iii. “Other”: This business model includes financial instruments that cannot be classified into the preceding categories, primarily consisting of financial assets held to generate cash flows through sale (assets held for trading).
The business model therefore represents the manner in which the Group manages its financial assets—that is, how it intends to generate cash flows from them.
The Group assesses the objective of the business model under which the financial asset is held at the portfolio level, as this best reflects how the asset is managed and the information reported to management. This information includes:
- the stated criteria and objectives of the portfolio and the practical application of those criteria, including, among other things, whether management’s strategy is based on earning interest income from the contract, maintaining a specific interest rate profile, aligning the duration of financial assets with that of related liabilities, expected cash flows, or generating cash flows through the sale of assets;
- the methods used to evaluate the portfolio’s performance and the procedures for communicating that performance to the Group’s executives with strategic responsibilities;
- the risks affecting the performance of the business model (and of the financial assets held within the business model) and how those risks are managed;
- the methods for compensating the company’s executives (for example, whether compensation is based on the fair value of the assets under management or on the contractual cash flows collected); and
- the frequency, value, and timing of sales of financial assets in prior periods, the reasons for the sales, and expectations regarding future sales.
Transfers of financial assets to third parties as part of transactions that do not result in derecognition are not considered sales for the purposes of evaluating the business model, consistent with the Group’s continued recognition of such assets on its balance sheet.
Financial assets that meet the definition of financial assets held for trading or whose performance is measured based on fair value are measured at FVTPL.
Financial assets: assessment to determine whether the contractual cash flows consist solely of principal and interest payments.
For valuation purposes, “principal” is the fair value of the financial asset at the time of initial recognition, while “interest” represents the compensation for the time value of money, for the credit risk associated with the principal amount to be repaid over a given period of time, and for other underlying risks and costs related to the loan (for example, liquidity risk and administrative costs), as well as the profit margin.
In assessing whether the contractual cash flows consist solely of principal and interest payments, the Group considers the contractual terms of the instrument. Therefore, it evaluates, among other things, whether the financial asset contains a contractual clause that modifies the timing or amount of the contractual cash flows such that it does not satisfy the following condition. For measurement purposes, the Group considers:
- contingent events that would change the timing or amount of cash flows;
- clauses that could adjust the contractual coupon rate, including variable-rate components;
- prepayment and extension provisions; and
- clauses that limit the Group’s claims to cash flows from specific assets (for example, non-recourse components).
The prepayment feature is consistent with the criterion of “cash flows consisting solely of principal and interest payments” when the amount of the prepayment substantially represents the unpaid principal and interest accrued on the principal amount to be repaid, which may include reasonable compensation for early termination of the contract. Furthermore, in the case of a financial asset acquired at a significant premium or discount to the contractual face amount, a component that permits or requires an prepayment equal to an amount that substantially represents the contractual face amount plus accrued contractual interest (but unpaid) (which may include reasonable compensation for the early termination of the contract) is accounted for in accordance with that standard if the fair value of the prepayment element is not significant at the time of initial recognition.
Financial Assets: Subsequent Measurement and Gains and Losses
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Philogen Group 86 Condensed Consolidated Financial Statements as of June 30, 2026
Financial Assets
Measured at
FVTPL These assets are subsequently measured at fair value . Net gains and losses, including dividends or interest received, are recognized in net income/(loss) for the period.
Financial Assets
Measured at
Amortized Cost These assets are subsequently measured at amortized cost in accordance with the effective interest method. Amortized cost is reduced by impairment losses. Interest income, foreign exchange gains and losses, and impairment losses are recognized in net income/(loss) for the period, as are any gains or losses arising from derecognition.
Debt securities
measured at FVOCI These assets, provided they pass the SPPI Test, are subsequently measured at fair value . Interest income calculated in accordance with the effective interest method, foreign exchange gains and losses, and impairment losses are recognized in net income/(loss) for the year. Other net gains and losses are recognized in other components of comprehensive income. Upon derecognition, the gains or losses accumulated in other components of comprehensive income are reclassified to profit/(loss) for the period.
Equity securities
measured at FVOCI These assets are subsequently measured at fair value . Dividends are recognized in net income/(loss) for the period unless they clearly represent a recovery of part of the investment’s cost. Other net gains and losses are recognized in other comprehensive income and are never reclassified to net income/(loss) for the period.
Financial liabilities: classification, subsequent measurement, and gains and losses Financial liabilities are classified as measured at amortized cost or at FVTPL. A financial liability is classified as FVTPL when it is held for trading, is a derivative, or is designated as such upon initial recognition. Financial liabilities at FVTPL are measured at fair value , and any changes, including interest expense, are recognized in profit/(loss) for the period.
Other financial liabilities are subsequently measured at amortized cost using the effective interest method. Interest expense and foreign exchange gains/(losses) are recognized in profit/(loss) for the period, as are any gains or losses arising from accounting elimination.
iii) Elimination from the financial statements
Financial Assets
Financial assets are derecognized when the contractual rights to the cash flows arising from them expire, when the contractual rights to receive cash flows under a transaction in which substantially all the risks and rewards of ownership of the financial asset are transferred, or when the Group neither transfers nor retains substantially all the risks and rewards of ownership of the financial asset and does not retain control of the financial asset.
The Group is involved in transactions that involve the transfer of assets recognized on its statement of financial position, but retains all or substantially all of the risks and rewards associated with the transferred asset. In such cases, the transferred assets are not derecognized.
Financial Liabilities
The Group derecognizes a financial liability when the obligation specified in the contract has been discharged or canceled, or has expired. The Group also derecognizes a financial liability in the event of a change in the related contractual terms, provided that the cash flows of the modified liability are substantially different. In such cases, a new financial liability is recognized at fair value based on the modified contractual terms.
The difference between the carrying amount of the extinguished financial liability and the consideration paid (including non-
cash assets transferred or liabilities assumed) is recognized in profit/(loss) for the period.
iv) Offsetting
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Philogen Group 87 Condensed Consolidated Financial Statements as of June 30, 2026
Financial assets and liabilities may be offset, and the resulting net amount is presented in the statement of financial position if, and only if, the Group currently has a legal right to offset such amounts and intends to settle the balance on a net basis or to realize the asset and settle the liability simultaneously.
Impairment Losses
i) Financial Instruments and Contractual Assets The Group recognizes allowances for expected credit losses related to:
- financial assets measured at amortized cost;
- debt securities measured at FVOCI; and
- contract assets.
In addition, the Group recognizes allowances for expected losses over the entire term of the receivables implicit in lease agreements under trade receivables and other receivables.
The Group measures allowance for credit losses at an amount equal to the expected losses over the entire life of the receivable, except as indicated below, for the following twelve months:
- debt securities with low credit risk as of the balance sheet date; and
- other debt securities and bank accounts whose credit risk (i.e., the risk of default over the expected life of the financial instrument) has not significantly increased since initial recognition.
Allowances for trade receivables (including those related to leases) and contract assets are always measured at an amount equal to the expected losses over the entire life of the receivable.
To determine whether the credit risk associated with a financial asset has increased significantly since initial recognition for the purpose of estimating expected credit losses, the Group considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes quantitative and qualitative information and analyses based on the Group’s historical experience, credit assessments, and forward-looking information.
Expected credit losses on long-term assets are the expected credit losses arising from all possible defaults over the expected life of a financial instrument.
Expected credit losses over 12 months are the expected credit losses arising from possible defaults within twelve months from the end of the fiscal year (or within a shorter period if the expected life of a financial instrument is less than 12 months).
The maximum period to be considered in assessing expected credit losses is the maximum contractual period during which the Group is exposed to credit risk.
Measurement of Expected Credit Losses Expected credit losses (ECL) are a probability-weighted estimate of credit losses. Credit losses are the present value of all shortfalls in collections (i.e., the difference between the cash flows due to the entity under the contract and the cash flows the Group expects to receive).
ECL is discounted using the effective interest method applicable to the financial asset.
Non-financial assets
At each reporting date, the Group assesses whether there is objective evidence of impairment with respect to the carrying amounts of its non-financial assets, excluding investment property, inventory, contract assets, and deferred tax assets. If, based on this assessment, it appears that the assets have indeed been impaired, the Group estimates their recoverable amount.
Share Capital
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Philogen Group 88 Condensed Consolidated Financial Statements as of June 30, 2026
In accordance with IAS 32, common stock and other shares issued by the Parent Company are classified as equity instruments.
Incremental costs directly attributable to the issuance of common shares are recognized as a reduction in shareholders’ equity. Income taxes related to the transaction costs of an equity transaction are recognized in accordance with IAS 12.
Provisions
The amount of provisions is represented by the present value of estimated expected cash flows, discounted at a pre-tax rate that reflects current market assessments of the time value of money and the specific risks associated with the liability.
Employee Benefits
Effective January 1, 2007, the 2007 Finance Law and its implementing decrees introduced significant changes to the regulations governing severance pay (TFR), including the employee’s option to allocate their accruing severance pay to supplemental pension funds or to the “Treasury Fund” managed by INPS. Consequently, the obligation to INPS and contributions to supplemental pension plans are classified, in accordance with IAS 19, as “defined contribution plans,” while the amounts allocated to severance pay retain the classification of “defined benefit plans.” The Group’s net obligation arising from defined benefit plans is calculated separately for each plan by estimating the amount of future benefits that employees have earned in exchange for services rendered in the current period and in prior years; this benefit is discounted to present value, and the fair value of any plan assets is deducted from the liabilities.
The calculation is performed by an independent actuary using the projected unit credit method. If the calculation results in a benefit to the Group, the amount of the asset recognized is limited to the present value of the economic benefits available in the form of refunds from the plan or reductions in future contributions to the plan. In order to determine the present value of the economic benefits, the minimum funding requirements applicable to any of the Group’s plans are taken into account.
Actuarial gains and losses, returns on plan assets (excluding interest), and the effect of the asset ceiling (excluding any interest) arising from revaluations of the net defined benefit liability are recognized immediately in other comprehensive income. ’s net interest for the period on the net defined benefit liability/(asset) is calculated by applying to the net liability/(asset), the discount rate used to discount the defined benefit obligation, determined at the beginning of the period, taking into account any changes in the net defined benefit liability/(asset) that occurred during the period as a result of contributions received and benefits paid. Net interest and other costs related to defined benefit plans, however, are recognized in profit/(loss) for the period.
When changes are made to a plan’s benefits or when a plan is curtailed, the portion of the economic benefit attributable to past service or the gain or loss arising from the curtailment is recognized in profit/(loss) for the period when the adjustment or curtailment occurs.
Share-Based Payments
The fair value at the grant date of the incentives recognized in equity-settled share-based payment arrangements granted to employees is generally recognized as an expense, with a corresponding increase in equity, over the period during which employees vest in the incentives. The amount recognized as an expense is adjusted to reflect the actual number of incentives for which the conditions of continued service and achievement of non-market performance have been met, so that the final amount recognized as an expense is based on the number of incentives that satisfy these conditions as of the vesting date. In the case of incentives granted in the form of equity-based payments whose conditions are not considered vesting conditions, the fair value as of the grant date of the equity-based payment is measured to reflect such conditions. With respect to non-vesting conditions, any differences between the assumptions made at the grant date and the actual outcomes will have no impact on the financial statements.
The fair value of the amount to be paid to employees in connection with cash-settled share appreciation rights is recognized as an expense with a corresponding increase in liabilities over the period during which employees earn the unconditional right to receive the payment. The liability is measured at each reporting date and at the settlement date based on the fair value of the share appreciation rights. Any changes in the fair value of the liability are recognized in profit/(loss) for the period.
Half-year financial report as of June 30, 2026
Philogen Group 89 Condensed Consolidated Financial Statements as of June 30, 2026
Fair Value Measurements Various accounting standards and certain disclosure requirements require the Group to measure the fair value of financial and non-financial assets and liabilities. In measuring the fair value of an asset or liability, the Group uses observable market data to the extent possible. Fair values are classified into various hierarchical levels based on the input data used in the valuation techniques, as illustrated below.
- Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities.
- Level 2: Input data other than the quoted prices referred to in Level 1 that are observable for the asset or liability, either directly (prices) or indirectly (derived from prices).
- Level 3: Input data related to the asset or liability that are not based on observable market data.
Fair value is the price that would be received on the measurement date for the sale of an asset or that would be paid for the transfer of a liability in an arm’s-length transaction between market participants in the principal (or most advantageous) market to which the Group has access at that time. The fair value of a liability reflects the effect of default risk.
When available, the Group measures the fair value of an instrument using the quoted price of that instrument in an active market. A market is active when transactions involving the asset or liability occur with sufficient frequency and volume to provide useful information for determining the price on an ongoing basis.
In the absence of a quoted price in an active market, the Group uses valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. The chosen valuation technique incorporates all factors that market participants would consider in estimating the transaction price.
If a financial asset or liability measured at fair value has a bid price and an ask price, the Group measures long and net asset positions at the bid price and short and net liability positions at the ask price.
The best evidence of the fair value of a financial instrument at the time of initial recognition is usually the transaction price (i.e., the fair value of the consideration given or received). If the Group notes a difference between the fair value at the time of initial recognition and the transaction price, and the fair value is not determined either by using a quoted price in an active market for identical assets or liabilities or by means of a valuation technique whose unobservable inputs are considered immaterial, the financial instrument is initially measured at fair value , adjusted to defer the difference between the fair value at initial recognition and the transaction price. Subsequently, this difference is recognized in profit or loss over the life of the instrument using an appropriate method, but no later than the point at which the measurement is fully supported by observable market data or the transaction is settled.
Operating Segment
IFRS 8—Operating Segments—defines an operating segment as a component:
- that involves business activities that generate revenue and costs;
- whose operating results are reviewed periodically at the highest level of decision-making;
- for which separate financial and operating data are available.
The Chief Operating Decision Maker (“CODM”) is the Executive Chairman.
The CODM receives information, primarily from the Chief Medical Officer (CMO) and the Chief Financial Officer (CFO), regarding the progress of research programs, licensing agreements, and products, in order to monitor business performance and make the necessary decisions.
In this regard, the Company’s management has identified a single business segment. The essentially homogeneous nature of the business, together with the progress of projects in the development phase, does not allow for a division into multiple sectors subject to risks and benefits different from those of other business sectors. Furthermore, the services provided, the nature of the production processes, and the type of customer base by product do not allow for the division of the company’s operations into distinct business segments. Therefore, the company believes that, at present, financial reporting by business segment and geographic region would not provide a better representation or understanding of the business
Half-year financial report as of June 30, 2026
Philogen Group 90 Condensed Consolidated Financial Statements as of June 30, 2026
or its risks and benefits.
Changes to International Accounting Standards, Interpretations, and Amendments The following are the new accounting standards, interpretations, and improvements issued by the IASB and adopted as of January 1, 2025:
Amendments to IAS 21 – Unrealizable Foreign Currency – (effective January 1, 2025);
This amendment had no impact on the Group.
Accounting Standards Published but Not Yet Adopted:
The following are the new accounting standards applicable to fiscal years beginning after January 1, 2025, for which early adoption is permitted. However, the Group has decided not to adopt them early for the preparation of these consolidated financial statements:
Amendments to IFRS 9 and IFRS 7—Amendments to the classification and measurement of financial investments (effective January 1, 2026);
Amendments to IFRS 9 and IFRS 7 – Contracts related to weather-dependent electricity (effective January 1, 2026).
IFRS 18 – Presentation and Disclosure in Financial Statements (mandatory application effective January 1, 2027);
IFRS 18 will replace IAS 1 Presentation of Financial Statements and will be effective for fiscal years beginning on or after January 1, 2027. The new accounting standard introduces the following changes:
• Entities must classify all items of income and expense into the following five categories in the statement of profit or loss for the period: operating activities, investing activities, financing activities, discontinued operations, and income taxes. In addition, entities must present operating profit or loss, as defined by IFRS 18, as a new subtotal.
Entities’ net income/(loss) for the year will remain unchanged;
• Management performance measures (MPMs) must be disclosed in a single note to the financial statements;
• The standard provides specific guidance on how to aggregate and disaggregate information in the financial statements.
In addition, all entities must use the subtotal of operating income as the starting point for the statement of cash flows when it is presented using the indirect method.
IFRS 19 – Subsidiaries without public accountability: disclosures (effective January 1, 2027).
Amendments to IFRS 10 and IAS 28 – Sale or Contribution of Assets between an Investor and Its Associate or Joint Venture (effective date to be determined) The Group has not early adopted any standards, interpretations, or improvements that have been issued but are not yet effective.
The Group is still evaluating the potential impact of adopting the new standards listed above; however, based on a preliminary assessment, no significant impact on the Group’s consolidated financial statements is expected.
With regard to the impact of applying the new accounting standard IFRS 18—specifically on the structure of the Group’s statement of income/(loss) for the year and cash flow statement, as well as on the additional disclosures required with respect to MPMs—the Group is evaluating the effect of how information is aggregated and disaggregated in the financial statements, including with respect to items currently classified as “other.”
Half-year financial report as of June 30, 2026 Philogen Group 91 Condensed Consolidated Financial Statements as of June 30, 2026 Certification of the condensed consolidated semiannual 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 The undersigned, Duccio Neri, in his capacity as Executive Chairman, and Laura Baldi, in her capacity as the officer responsible for the preparation of financial and corporate documents of Philogen S.p.A., hereby certify, taking into account the provisions of Article 154-bis, paragraphs 3 and 4, of Legislative Decree No. 58 of February 24, 1998:
a) the adequacy, in relation to the characteristics of the company, and b) the effective application of the administrative and accounting procedures for the preparation of the consolidated financial statements for the period January 1–June 30, 2026.
It is further certified that the condensed consolidated half-year financial statements of the Philogen Group as of June 30,
2026:
– have been prepared in accordance with the applicable international accounting standards recognized in the European Community pursuant to Regulation (EC) No. 1606/2002 of the European Parliament and of the Council of July 19, 2002, as amended;
– corresponds to the records in the books and accounting records;
– is suitable for providing a true and fair view of the financial position, results of operations, and cash flows of the Issuer and the companies included in the consolidation.
The interim management report includes a reliable analysis of the performance and results of operations, as well as the financial position of the Issuer and all companies included in the consolidation, together with a description of the principal risks and uncertainties to which they are exposed.
Siena, September 23, 2026 Executive Chairman (Duccio Neri) Officer Responsible for the Preparation of Financial and Corporate Documents (Laura Baldi)