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424B5 1 tm265579-2_424b5.htm 424B5 tm265579-2_424b5 - none - 6.2546672s

Filed pursuant to Rule 424(b)(5)

Registration Statement No. 333-291520

PROSPECTUS SUPPLEMENT
(To prospectus dated December 8, 2025)

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28,600,000 Shares

Common Stock

We are offering 28,600,000 of shares of our common stock. Our common stock is listed on The Nasdaq Global Market under the symbol “CHRS.”

The last reported sale price of our common stock on the Nasdaq Global Market on February 11, 2026 was $2.04 per share.

	Per share			Total
Public offering price		$	1.75		$	50,050,000
Underwriting discounts and commissions(1)		$	0.105		$	3,003,000
Proceeds to us, before expenses		$	1.645		$	47,047,000

(1)

See “Underwriting” for additional disclosure regarding underwriting discounts, commissions and estimated offering expenses.

We have granted the underwriters an option for a period of 30 days from the date of this prospectus supplement to purchase up to 4,290,000 of additional shares of our common stock from us at the public offering price less the underwriting discounts and commissions, solely for the purpose of covering over-allotments, if any.

Investing in our common stock involves a high degree of risk. See “Risk Factors” on page S-7 of this prospectus supplement and in the documents incorporated by reference in this prospectus supplement concerning factors you should consider before investing in our common stock.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus supplement. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the shares of common stock to purchasers on or about February 17, 2026.

TD Cowen

Guggenheim Securities

Oppenheimer & Co.

The date of this prospectus supplement is February 12, 2026

	ABOUT THIS PROSPECTUS SUPPLEMENT					S-1
	PROSPECTUS SUPPLEMENT SUMMARY					S-2
	THE OFFERING					S-5
	RISK FACTORS					S-7
	SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS					S-10
	USE OF PROCEEDS					S-12
	MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS					S-13
	UNDERWRITING					S-17
	LEGAL MATTERS					S-25
	EXPERTS					S-25
	WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE					S-26

	ABOUT THIS PROSPECTUS					1
	CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS					2
	WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE					4
	THE COMPANY					6
	RISK FACTORS					7
	USE OF PROCEEDS					8
	DESCRIPTION OF CAPITAL STOCK					9
	DESCRIPTION OF DEBT SECURITIES					13
	DESCRIPTION OF WARRANTS					20
	DESCRIPTION OF UNITS					21
	GLOBAL SECURITIES					22
	PLAN OF DISTRIBUTION					26
	LEGAL MATTERS					28
	EXPERTS					29

Name	Number of Shares
TD Securities (USA) LLC		14,300,000
Guggenheim Securities, LLC		8,580,000
Oppenheimer & Co. Inc.		5,720,000
Total		28,600,000

	Without option to purchase additional shares exercise			With full option to purchase additional shares exercise
Per Share		$	0.105		$	0.105
Total		$	3,003,000		$	3,453,450

SEC Form 424B5 filed by Coherus Oncology Inc.