imcr-20260331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to ____________

Commission File Number: 001-39992


Immunocore Holdings plc
(Exact name of registrant as specified in its charter)


England and Wales			Not Applicable
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)
92 Park Drive Milton Park Abingdon, Oxfordshire, United Kingdom			OX14 4RY
(Address of principal executive offices)			(Zip Code)


+44 1235 438600
(Registrant’s telephone number, including area code)



(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
American Depositary Shares, each representing one ordinary share, nominal value £0.002 per share	IMCR	The Nasdaq Stock Market LLC
Ordinary Share, nominal value £0.002 per share*	*	The Nasdaq Stock Market LLC*

*Not for trading, but only in connection with the listing of the American Depositary Shares on The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes o No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). x Yes o No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


			Large accelerated filer x			Accelerated filer o
			Non-accelerated filer o			Smaller reporting company o
						Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o Yes x No

Indicate the number of shares outstanding of each of the issuer’s classes of shares, as of the latest practicable date.

As of April 30, 2026, the registrant had 50,865,574 ordinary shares (including ordinary shares in the form of American Depositary Shares) outstanding, par value £0.002.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (the "Quarterly Report"), contains forward-looking statements that involve substantial risks and uncertainties. In some cases, you can identify forward-looking statements by the words “may,” “might,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “objective,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “continue” and “ongoing,” or the negative of these terms, or other comparable terminology intended to identify statements about the future. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, levels of activity, performance or achievements to be materially different from the information expressed or implied by these forward-looking statements. The forward-looking statements and opinions contained in this Quarterly Report are based upon information available to us as of the date of this Quarterly Report and, while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. Forward-looking statements include, but are not limited to, statements about:

•the therapeutic potential and expected clinical benefits of KIMMTRAK®;

•the planned geographic expansion and expansion of patient reach for KIMMTRAK;

•the plans for expansion and growth into new melanoma indications, beyond melanoma into other tumor types, and beyond oncology;

•the safety, efficacy and clinical progress of our various ongoing clinical programs and any planned clinical programs, including those for tebentafusp, brenetafusp, IMC-P115C, IMC-R117C, IMC-M113V, IMC-S118AI, and IMC-U120AI;

•our ability to continue to generate revenues, which is dependent upon maintaining significant market acceptance among physicians, patients and healthcare payors;

•our ability to maintain regulatory approval of KIMMTRAK for metastatic uveal melanoma ("mUM") in the United States, European Union and other territories, as well as our ability to obtain and maintain regulatory approval in additional indications, jurisdictions, and the timing thereof;

•our expectations regarding the continued commercialization and marketing of KIMMTRAK for mUM, including expanding into and the related timing of reaching patients in additional indications and territories;

•our ability to build a sustainable pipeline of new product candidates, including but not limited to future generations of KIMMTRAK and additional product candidates identified and developed using our ImmTAX® platform;

•our ability to continue successfully executing our sales and marketing strategy of KIMMTRAK in the United States, Europe and elsewhere, including continuing to successfully recruit and retain sales and marketing personnel and to successfully build the market for our medicines;

•the rate and degree of market acceptance of our product candidates among physicians, patients, patient advocacy groups, third-party payors and the medical community and our ability and our distribution and marketing partners’ ability to obtain coverage and adequate reimbursement and pricing for our medicines from government and third-party payors and risks relating to the success of our patient assistance programs;

•the initiation, timing, progress and results of our ongoing and planned clinical trials, including the expansion arms of such trials, for tebentafusp in advanced melanoma and adjuvant uveal (or ocular) melanoma, brenetafusp, IMC-P115C, IMC-R117C, IMC-M113V, IMC-S118AI, and IMC-U120AI, and our research and development programs, including delays or disruptions in clinical trials, non-clinical experiments and investigational new drug application-enabling studies;

•our estimates regarding the period of time for which our current capital resources will be sufficient to fund our continued operations, our future expenses, including the impact thereon of changes in interest rates and inflation, fluctuating exchange rates and other macroeconomic factors, and our future revenues and our need for and ability to obtain additional financing;

•our expectations regarding timing of regulatory filings for, or our ability to obtain regulatory approval of, our product candidates;

•our ability to obtain accelerated approval for current and future product candidates from the U.S. Food and Drug Administration ("FDA"), the European Commission, or other comparable regulatory authorities in other jurisdictions;

•our expectations regarding business disruptions affecting the initiation, patient enrollment, clinical trial site monitoring, development and operation of our current and proposed clinical trials, including as a result of a public health emergency or other global and macroeconomic factors, such as the war in Ukraine, the conflict in the Middle East, global geopolitical tensions, supply chain disruptions, and changes in interest rates and inflation;

•our business strategies and goals, including our 2026 strategic priorities;

•our plans to collaborate, or statements regarding our current collaborations, and our ability to find future partners and collaborators;

•the performance of our third-party suppliers and manufacturers;

•our expectations regarding our ability to obtain, maintain and enforce intellectual property protection for our products and product candidates and our ability to operate our business without infringing, misappropriating or otherwise violating the intellectual property rights of others;

•our expectations regarding competition with respect to KIMMTRAK or any of our current or future product candidates, as well as innovations by current and future competitors in our industry;

•our expectations regarding regulatory developments in the United States and other countries, including potential changes in healthcare laws and regulations;

•our financial performance and our ability to effectively manage our anticipated growth;

•our ability to identify, recruit and retain qualified employees, including key commercial or management personnel; and

•whether we are classified as a Passive Foreign Investment Company ("PFIC") for current and future periods.

Any forward-looking statements in this Quarterly Report reflect our current views with respect to future events or to our future financial performance and involve known and unknown risks, uncertainties and assumptions that could cause our actual results and the timing of certain events to differ materially from future results expressed or implied by the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those identified herein, and those discussed in the section titled “Risk Factors,” set forth in Part II, Item 1A of this Quarterly Report, if any, our Annual Report on Form 10-K filed with the Securities and Exchange Commission ("SEC") on February 25, 2026, and in our other SEC filings. As a result of these factors, we cannot assure you that the forward-looking statements in this Quarterly Report will prove to be accurate. Furthermore, if our forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified time frame, or at all. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. You should, therefore, not rely on these forward-looking statements as representing our views as of any date subsequent to the date of this Quarterly Report.

TABLE OF CONTENTS


	PART I – FINANCIAL INFORMATION	Page
ITEM 1.	Financial Statements (unaudited)	2
	Condensed Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025	2
	Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the three months ended March 31, 2026 and 2025	3
	Condensed Consolidated Statements of Shareholders’ Equity for the three months ended March 31, 2026 and 2025	4
	Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2026 and 2025	5
	Notes to the Condensed Consolidated Financial Statements	6

ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
ITEM 3.	Quantitative and Qualitative Disclosures about Market Risk	26
ITEM 4.	Controls and Procedures	27

	PART II – OTHER INFORMATION
ITEM 1.	Legal Proceedings	29
ITEM 1A.	Risk Factors	29
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	29
ITEM 3.	Defaults Upon Senior Securities	29
ITEM 4.	Mine Safety Disclosures	29
ITEM 5.	Other Information	29
ITEM 6.	Exhibits	30
	Signatures	31


	March 31, 2026		December 31, 2025
Assets
Current assets
Cash and cash equivalents	$	452,675	$	467,709
Marketable securities	392,221		396,444
Accounts receivable, net	81,068		73,977
Prepaid expenses and other current assets	69,590		51,870
Inventory, net	8,253		6,742
Total current assets	1,003,807		996,742
Property and equipment, net	12,128		11,462
Operating lease right of use assets, net	37,546		38,783

Other non-current assets	18,614		20,282
Total assets	$	1,072,095	$	1,067,269
Liabilities and shareholders’ equity
Current liabilities
Accounts payable	$	30,157	$	24,364
Accrued expenses and other current liabilities	207,388		219,744
Deferred revenue, current	572		583
Operating lease liabilities, current	1,996		2,006
Total current liabilities	240,113		246,697

Deferred revenue, non-current	4,622		4,858
Operating lease liabilities, non-current	40,027		41,556
Interest-bearing loans and borrowings	393,660		393,125
Total liabilities	678,422		686,236
Commitments and contingencies (Note 10)

Shareholders’ equity
Ordinary shares (voting), £0.002 par value, most recent authority to allot up to a maximum nominal value of £149,633 and shares as of March 31, 2026 and December 31, 2025, respectively, and 50,831,928 and 50,689,271 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively.	137		136
Deferred shares, £0.0001 par value, 5,793,501 shares authorized, issued and outstanding as of March 31, 2026 and December 31, 2025.	1		1
Additional paid-in capital	1,247,212		1,240,255
Accumulated deficit	(818,304)		(831,275)
Accumulated other comprehensive loss	(35,373)		(28,084)
Total shareholders' equity	393,673		381,033
Total liabilities and shareholders' equity	$	1,072,095	$	1,067,269


	Three Months Ended March 31,
	2026		2025
Revenue:
Revenue from sale of therapies, net	$	106,677	$	93,881

Total revenue	106,677		93,881
Cost and operating expenses:
Cost of revenue from sale of therapies	(434)		(831)
Research and development expense	(61,113)		(56,468)
Selling, general and administrative expense	(37,850)		(40,198)
Income (Loss) from operations	7,280		(3,616)
Other income (expense):
Interest income	3,418		4,176
Interest expense	(3,051)		(3,025)
Foreign currency gains	3,849		3,080
Other income, net	1,776		5,469
Net income before income taxes	13,272		6,084
Income tax expense	(301)		(1,061)
Net income	$	12,971	$	5,023
Other comprehensive income (loss):
Exchange differences on translation of foreign operations	(7,289)		673
Total comprehensive income	$	5,682	$	5,696

Basic net income per share	$	0.26	$	0.10
Basic weighted-average number of shares outstanding	50,754,763		50,086,684

Diluted net income per share	$	0.25	$	0.10
Diluted weighted-average number of shares outstanding	52,934,787		51,949,798


	Ordinary Shares			Deferred Shares			Additional Paid-in Capital		Accumulated deficit		Accumulated other comprehensive (loss) income		Total Shareholders' Equity
	Shares	Amount		Shares	Amount
As of December 31, 2025	50,689,271	$	136	5,793,501	$	1	$	1,240,255	$	(831,275)	$	(28,084)	$	381,033
Net income	—	—		—	—		—		12,971		—		12,971
Other comprehensive loss	—	—		—	—		—		—		(7,289)		(7,289)
Equity plan options exercised and units assigned	142,657	1		—	—		655		—		—		656
Share-based compensation expense	—	—		—	—		6,302		—		—		6,302
As of March 31, 2026	50,831,928	$	137	5,793,501	$	1	$	1,247,212	$	(818,304)	$	(35,373)	$	393,673


	Rebates		Chargebacks		Returns		Total
As of December 31, 2025	$	129,531	$	2,682	$	567	$	132,780
Provisions related to sales in the period	23,275		10,362		113		33,750

Credits and payments made	(11,462)		(10,359)		(185)		(22,006)
As of March 31, 2026	$	141,344	$	2,685	$	495	$	144,524


	March 31, 2026		December 31, 2025
Rebates, chargebacks and returns	$	144,524	$	132,780
Clinical accruals	34,677		40,945
Employee related expenses	5,229		16,542
Contract manufacturing	11,138		17,143
Interest accruals	1,677		4,193
Commercial services	3,156		2,349
Other accruals	6,987		5,792
	$	207,388	$	219,744


							Fair Value
	Principal Amount		Unamortized Debt Issuance Costs		Net Carrying Amount		Amount		Level
Convertible senior notes	$	402,500	$	(8,840)	$	393,660	$	362,693	Level 2


	Number of Share Options	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value (in thousands)
Outstanding as of December 31, 2025	10,374,316	$	31.34	5.9 years	$	87,338
Awards granted	1,387,755	32.45
Awards exercised	(27,334)	22.76
Awards forfeited	(204,570)	46.15
Awards expired	(43,926)	42.74
Outstanding as of March 31, 2026	11,486,241	$	31.18	5.8 years	$	48,937
Exercisable as of March 31, 2026	8,315,349	$	28.99	4.5 years	$	48,149


	Number of RSUs	Weighted Average Grant Date Fair Value
Unvested and outstanding as of December 31, 2025	496,156	$	29.88
Awards granted	557,683	32.46
Awards vested	(114,671)	29.60
Awards forfeited	(44,842)	29.77
Unvested and outstanding as of March 31, 2026	894,326	$	31.53


Remainder of 2026	$	4,407
2027	5,710
2028	5,396
2029	5,128
2030 and thereafter	48,629
Total lease payments	69,270
Less imputed interest	(27,247)
Present value of operating lease liabilities	$	42,023
Future lease commitments - leases not yet commenced	$	2,973


*			Filed herewith.
**			This certification is deemed furnished, not "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.


	Three Months Ended March 31,
	2026		2025
Cash flows from operating activities
Net income	$	12,971	$	5,023
Adjustments for:
Share-based compensation expense	6,302		9,489
Depreciation	948		854
Unrealized foreign exchange gains, net	(3,490)		(2,907)
Unrealized gains on marketable securities	(1,776)		(5,469)
Non-cash lease expense	627		546
Other	534		509
Changes in assets and liabilities:
(Increase) decrease in accounts receivable	(7,930)		836
Increase in prepayments and other current assets	(18,772)		(28)
Increase in accounts payable	5,974		3,342
Decrease in accrued expenses	(8,303)		(10,943)
Decrease in deferred revenue	(146)		—
(Decrease) increase in operating lease liabilities	(864)		756
Decrease (increase) in other operating assets	150		(1,573)

Net cash (used in) provided by operating activities	(13,775)		435
Cash flows from investing activities

Proceeds from sale of marketable securities	6,000		10,000
Purchase of property and equipment	(1,781)		(298)
Net cash provided by investing activities	4,219		9,702
Cash flows from financing activities
Proceeds from exercise of share options	656		2,551


Net cash provided by financing activities	656		2,551
(Decrease) increase in cash and cash equivalents	(8,900)		12,688
Net foreign exchange difference on cash held	(6,134)		8,426
Cash and cash equivalents at beginning of period	467,709		455,731
Cash and cash equivalents at end of period	$	452,675	$	476,845
Supplemental disclosure of cash flow and noncash information
Cash paid for interest	$	(5,031)	$	(5,031)
Cash paid for income taxes, net of refunds	$	(13)	$	(32)


	Three Months Ended March 31,
	2026	2025
Share price at grant date	$32.38 - $34.71	$29.21 - $29.60
Exercise price	$32.38 - $34.71	$29.21 - $29.60
Expected volatility	51.08% - 53.52%	53.30% - 55.78%
Expected life	5.5 years	5.5 years
Risk free rate	3.68% - 3.78%	4.14% - 4.41%
Fair value	$16.94 - $17.62	$15.70 - $16.21


	Three Months Ended March 31,
	2026		2025		Increase / (decrease)		% Increase / (decrease)
United States	$	67,438	$	56,607	$	10,831	19.1	%
Europe	34,413		32,804		1,609		4.9	%
International	4,826		4,470		356		8.0	%
Revenue from sale of therapies, net	$	106,677	$	93,881	$	12,796	13.6	%


	Three Months Ended March 31,
	2026		2025		Increase / (decrease)		% Increase / (decrease)
External R&D expenses:
PRAME programs	$	21,214	$	17,305	$	3,909	22.6	%
Tebentafusp programs	8,239		7,990		249		3.1	%
Infectious disease programs	846		1,405		(559)		(39.8)	%
All other external clinical and preclinical costs	8,493		11,231		(2,738)		(24.4)	%
Total external R&D expenses	38,792		37,931		861		2.3	%
Internal R&D expenses:
Salaries and other employee-related costs	14,140		11,043		3,097		28.0	%
Share-based compensation expense	2,572		2,181		391		17.9	%
All other internal R&D costs	7,595		7,399		196		2.6	%
U.K. R&D tax credits	(1,986)		(2,086)		100		(4.8)	%
Total internal R&D expenses	22,321		18,537		3,784		20.4	%
Total R&D expenses	$	61,113	$	56,468	$	4,645	8.2	%

SEC Form 10-Q filed by Immunocore Holdings plc