Financial Analysis

(18) Kolltan Acquisition On November 29, 2016, the Company acquired all of the share and debt interests of Kolltan, a clinical-stage biopharmaceutical company, in exchange for 1,217,200 shares of the Companys common stock plus contingent consideration in the form of development, regulatory approval and sales-based milestones (Kolltan Milestones) of up to $172.5 million payable in cash, in shares of Celldexs common stock or a combination of both, in the sole discretion of Celldex and subject to provisions of the Agreement and Plan of Merger, dated November 1, 2016 (the Merger Agreement). In October 2019, the Company received a letter from SRS, the hired representative of the former stockholders of Kolltan, notifying the Company that it objected to the Companys characterization of the development, regulatory approval and sales-based Kolltan Milestones relating to CDX-0158 as having been abandoned and contending instead that the related milestone payments are due from Celldex to the Kolltan stockholder. On August 18, 2020, Celldex filed a Verified Complaint in the Court of Chancery of the State of Delaware against SRS (acting in its capacity as the representative of the former stockholders of Kolltan pursuant to the Merger Agreement) seeking declaratory relief with respect to the rights and obligations of the parties relating to certain contingent milestone payments under the Merger Agreement relating to the discontinued CDX-0158 program (the Litigation). On July 15, 2022, the C …

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(13) Stock-Based Compensation The Company has the following stock-based compensation plans: the 2004 Employee Stock Purchase Plan (the 2004 ESPP Plan), the 2008 Stock Option and Incentive Plan (the 2008 Plan) and the 2021 Omnibus Equity Incentive Plan (the 2021 Plan). There are no shares available for future grant under the 2008 Plan. Outstanding options under the 2008 Plan will be rolled into the 2021 Plan if canceled. Employee Stock Purchase Plan At December 31, 2025, a total of 276,666 shares of common stock are reserved for issuance under the 2004 ESPP Plan. Under the 2004 ESPP Plan, each participating employee may purchase shares of common stock through payroll deductions at a purchase price equal to 85% of the lower of the fair market value of the common stock at either the beginning of the offering period or the applicable exercise date. During the years ended December 31, 2025, 2024 and 2023, the Company issued 21,565, 13,187 and 12,729 shares under the 2004 ESPP Plan, respectively. At December 31, 2025, 128,751 shares were available for issuance under the 2004 ESPP Plan. Employee Stock Option Plan The 2021 Plan permits the granting of incentive stock options (intended to qualify as such under Section 422A of the Internal Revenue Code of 1986, as amended), non-qualified stock options, stock appreciation rights, performance share units, restricted stock and other awards of restricted stock to employees, consultants and non-employee directors. The 2021 Plan allows for g …

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(4) Fair Value Measurements The following tables set forth the Companys financial assets and liabilities subject to fair value measurements: As of December 31, 2025 Level 1 Level 2 Level 3 (In thousands) Assets: Money market funds and cash equivalents $ 19,115 $ 19,115 Marketable securities 489,702 489,702 $ 508,817 $ 508,817 As of December 31, 2024 Level 1 Level 2 Level 3 (In thousands) Assets: Money market funds and cash equivalents $ 9,927 $ 9,927 Marketable securities 696,925 696,925 $ 706,852 $ 706,852 The Companys financial assets consist mainly of cash equivalents and marketable securities and are classified as Level 2 within the valuation hierarchy. The Company values its marketable securities utilizing independent pricing services which normally derive security prices from recently reported trades for identical or similar securities, making adjustments based on significant observable transactions. At each balance sheet date, observable market inputs may include trade information, broker or dealer quotes, bids, offers or a combination of these data sources. Contingent consideration liabilities measured at fair value using Level 3 inputs were $0.0 million as of December 31, 2025 and December 31, 2024. The valuation technique used to measure fair value of the Companys Level 3 liabilities, which consist of contingent consideration related to the acquisition of Kolltan Pharmaceuticals, Inc. (Kolltan) in 2016, is primarily an income approach. The significant unobservable i …

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(8) Intangible Assets At December 31, 2025 and 2024, the carrying value of the Companys indefinite-lived intangible assets was $27.2 million. Indefinite-lived intangible assets consist of acquired in-process research and development (IPR&D) related to the development of the anti-KIT program (including barzolvolimab). Barzolvolimab is in Phase 3 development. As of December 31, 2025, the IPR&D asset related to the anti-KIT program had not reached technological feasibility nor did the asset have alternative future uses. The Company performs an impairment test on IPR&D assets at least annually, or more frequently if events or changes in circumstances indicate that IPR&D assets may be impaired. The Company performed its annual impairment test of the IPR&D asset related to the development of the anti-KIT program (including barzolvolimab) during the fourth quarter of 2025 and concluded that the IPR&D asset was not impaired. Due to the nature of IPR&D projects, the Company may experience future delays or failures to obtain regulatory approvals to conduct clinical trials, failures of such clinical trials or other failures to achieve a commercially viable product, and as a result, may recognize further impairment losses in the future. …

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(16) Income Taxes The components of income tax benefit (provision) are as follows: Year Ended December 31, 2025 2024 2023 (In thousands) Income tax benefit (provision): Federal $ 48,972 $ 39,821 $ 36,067 State 5,777 15,375 13,691 Expiration of NOLs and R&D credit (82,825) (15,141) 54,749 (27,629) 34,617 Deferred tax valuation allowance (54,749) 27,629 (34,617) $ $ $ The Company did not recognize any income tax expense for the years ended December 31, 2025, 2024, and 2023 as the Company was subject to a valuation allowance. The Company did not make any income tax payments in 2025, 2024, and 2023. The Company adopted ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures prospectively in 2025. A reconciliation between the amount of reported income tax and the amount computed using the U.S. statutory rate for 2025 under ASU 2023-09 is as follows: 2025 (In thousands) Pre-tax loss $ (258,757) Loss at statutory rates (54,339) 21.0 % Research and development credits (11,809) 4.6 % State taxes and change in valuation allowance, net of Federal Income Tax Effect 0.0 % Nontaxable or Nondeductible Items Stock Compensation 14,704 (5.7) % Other 2,178 (0.9) % Other Adjustments 294 (0.1) % Change in valuation allowance 48,972 (18.9) % Income tax (benefit) provision $ 0.0 % A reconciliation between the amount of reported income tax and the amount computed using the U.S. statutory rate for 2024 and 2023 is as follows: 2024 2023 (In thousands) Pre-tax loss $ (157,863) …

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(7) Leases The Company has operating leases of office, manufacturing and laboratory space, which have remaining lease terms of approximately one to five years and may include one or more options to renew. During the years ended December 31, 2025, 2024 and 2023, the Company recorded right of use assets and lease liabilities of $0.1 million, $2.9 million and $0.1 million related to new leases and lease extensions, respectively. Operating lease expense was $2.1 million, $2.0 million and $1.9 million for years ended December 31, 2025, 2024 and 2023, respectively. Variable lease expense was $0.9 million, $0.8 million and $0.8 million for years ended December 31, 2025, 2024 and 2023, respectively. Cash paid for amounts included in the measurement of operating lease liabilities was $2.1 million, $2.0 million and $2.0 million for the years ended December 31, 2025, 2024 and 2023, respectively. As of December 31, 2025, the weighted-average remaining lease term was 1 year and the weighted-average discount rate was 10.0%, compared to a weighted-average remaining lease term of 2 years and weighted average discount rate of 10.0% as of December 31, 2024. In September 2025, the Company entered into a lease agreement for approximately 40,400 square feet of office and laboratory space in New Haven, Connecticut. The lease is scheduled to commence in 2026 and the Company plans to relocate its existing New Haven operations to the new space in 2026. The initial lease term is 5.5 years with three r …

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Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (FASB) or other standard setting bodies that are adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the adoption of recently issued standards that are not yet effective will not have a material impact on the Companys consolidated financial statements or disclosures. In November 2024, the FASB issued ASU 2024-03, Income Statement Reporting Comprehensive Income Expense Disaggregation Disclosures , which requires enhanced disclosures about specific types of expenses included in the expense captions presented on the face of the income statement. The standard is effective for annual reporting periods in fiscal years beginning after December 15, 2026, and interim reporting periods in fiscal years beginning after December 31, 2027, with early adoption permitted. The Company is currently evaluating the impact that the adoption of ASU 2024-03 may have on its expense disclosures in the notes to the consolidated financial statements. …

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(17) Retirement Savings Plan The Company maintains a 401(k) Plan which is available to substantially all employees. Under the terms of the 401(k) Plan, participants may elect to contribute up to 60% of their compensation or the statutory prescribed limits. The Company may make 50% matching contributions on up to 4% of a participants annual salary. Benefit expense for the 401(k) Plan was $0.6 million, $0.5 million and $0.5 million for the years ended December 31, 2025, 2024 and 2023, respectively. …

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(14) Revenue Contract and Grants Revenue The Company has entered into agreements with Rockefeller University (Rockefeller) pursuant to which the Company performs manufacturing and research and development services on a time-and-materials basis or at a negotiated fixed price. The Company recognized $1.4 million, $7.0 million and $6.6 million in revenue under the agreements with Rockefeller during the years ended December 31, 2025, 2024 and 2023, respectively. Contract Assets and Liabilities At December 31, 2025 and 2024, the Companys rights to consideration under all contracts were considered unconditional, and as such, no contract assets were recorded. Accordingly, amounts billed but not yet paid by customers were recorded as trade receivables at December 31, 2025 and 2024. At December 31, 2025, the Company had $1.8 million in contract liabilities recorded, representing consideration billed in advance of performing manufacturing and research and development services. The Company expects to recognize this amount as revenue over the next 24 months as the related services are performed. At December 31, 2024, the Company had no material contract liabilities recorded and revenue recognized from contract liabilities as of December 31, 2024 during the year ended December 31, 2025 was not material. …

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(2) Summary of Significant Accounting Policies Basis of Presentation The balance sheets and statements of operations and comprehensive loss, stockholders equity, and cash flows, are consolidated for the years ended December 31, 2025, 2024 and 2023. These consolidated financial statements reflect the operations of the Company and its wholly-owned subsidiary. All intercompany balances and transactions have been eliminated in consolidation. Segment Information The Company is managed as a single operating and reportable segment that operates in the business of development, manufacturing and commercialization of novel therapeutics for human health care. Our chief operating decision maker (CODM), the Chief Executive Officer, evaluates performance based on consolidated net loss. Other than general and administrative expenses as presented on the consolidated statement of operations, research and development expense disaggregated by program and by nature are considered to be the Companys significant segment expenses. These results are used, in part, by our CODM in evaluating the performance of the Company by comparing budget to actual results, and to allocate resources. All revenue is derived in and long-lived assets are located in the United States. The CODM does not receive asset information other than what is presented on the consolidated balance sheets. The following table is a summary of the Companys research and development expenses disaggregated by program. The amounts disclose …

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(12) Stockholders Equity Common Stock In November 2023, the Company filed an automatic shelf registration statement with the SEC to register for sale any combination of the types of securities described in the shelf registration statement, including shares of its common stock. Also in November 2023, the Company issued 8,538,750 shares of its common stock in an underwritten public offering resulting in net proceeds to the Company of $216.2 million, after deducting underwriting fees and offering expenses. On February 26, 2024, the Company entered into a controlled equity offering sales agreement (ATM Agreement) with Cantor Fitzgerald & Co. (Cantor) to allow the Company to issue and sell shares of its common stock from time to time through Cantor, acting as agent. At December 31, 2025, the Company had registered $300.0 million of its common stock to be sold pursuant to the Companys ATM Agreement, all of which remained unsold as of that date. In March 2024, the Company issued 9,798,000 shares of its common stock in an underwritten public offering resulting in net proceeds to the Company of $432.3 million, after deducting underwriting fees and offering expenses. Convertible Preferred Stock At December 31, 2025, the Company had authorized 3,000,000 shares of preferred stock all of which have been designated Class C Preferred Stock including 350,000 shares which have been designated Series C-1 Junior Participating Cumulative Preferred Stock (the Series C-1 Preferred Stock). No s …

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