Fortress Biotech, Inc.

To the Stockholders and the Board of Directors

Fortress Biotech, Inc.:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Fortress Biotech, Inc. and subsidiaries (the Company) as of December 31, 2025 and 2024, the related consolidated statements of operations, changes in stockholders’ equity, and cash flows for the years then ended, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the years then ended, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matters or on the accounts or disclosures to which it relates.

Valuation of Investment in Crystalys

As discussed in Notes 2 and 6 to the consolidated financial statements, the Company recorded the estimated fair value of its equity investment in Crystalys Therapeutics, Inc. (Crystalys) using an option pricing model backsolve method and level 3 inputs. Inputs used in calculating the fair value include risk free rate of return, volatility, and a discount for lack of marketability. The increase in the estimated fair value for the year ended December 31, 2025 was $15.1 million and is recorded as other income in the Consolidated Statement of Operations.

We identified the evaluation of the estimated fair value of the investment in Crystalys as a critical audit matter. Specifically, challenging and complex auditor judgment, including the involvement of valuation professionals with specialized skills and knowledge, was required in evaluating the estimated fair value of the investment in Crystalys due to the degree of subjectivity associated with the estimate, including the volatility assumption used in the valuation.

The following are the primary procedures we performed to address this critical audit matter. We involved valuation professionals with specialized skills and knowledge who assisted in evaluating the estimated fair value of the investment in Crystalys by:

• developing an independent expectation of the expected volatility assumption based on publicly available market information for guideline public companies

• developing an independent estimate of the fair value of the investment in Crystalys using certain independently developed assumptions and comparing to the estimated fair value of the investment in Crystalys recorded by management.

We have served as the Company’s auditor since 2021.

New York, New York

March 31, 2026