Coherus Oncology, Inc.

Comparison of Three and Six Months Ended June 30, 2026 and 2025

Revenue

The increases in LOQTORZI net revenue for the three and six months ended June 30, 2026, compared to the same periods in the prior year, were driven primarily by volume growth of LOQTORZI.

We expect net revenue from continuing operations in 2026 to be higher than in 2025 because of continued growth of LOQTORZI.

Cost of Goods Sold

The increases in cost of goods sold from continuing operations for the three and six months ended June 30, 2026, compared to the same periods in the prior year, were primarily due to volume growth of LOQTORZI.

We expect cost of goods sold from continuing operations for 2026 to be higher than 2025 because of continued growth of LOQTORZI.

Research and Development Expense

The reduction in internal costs for the three months ended June 30, 2026 includes a $2.3 million decrease in employee-related costs including stock-based compensation. The reduction in internal costs for the six months ended June 30, 2026 includes a $3.5 million decrease in employee-related costs, including stock-based compensation, and a $1.8 million decrease in facilities, supplies, material and other infrastructure costs.

We expect our fixed research and development expenses in 2026 to be lower than in 2025 primarily due to lower expenditures on manufacturing-related development activities and reduced headcount.

Selling, General and Administrative Expense

The decrease in selling, general and administrative expenses from continuing operations in the three and six months ended June 30, 2026 was primarily driven by a lower average headcount and reduced operating costs following our 2025 exit from the biosimilar business. As a result, employee-related costs, including stock-based compensation, decreased $2.3 million and $4.5 million for the three- and six-month periods, respectively, while professional fees decreased by $2.3 million and $2.8 million, respectively.

We expect our selling, general and administrative expense from continuing operations for the full year 2026 to be lower than the full year 2025 primarily as a result of decreased operating costs and headcount.

Interest Expense

Interest expense from continuing operations for the three and six months ended June 30, 2026 and 2025, respectively, was comparable and consisted of interest expense on the $38.7 million 2029 Term Loan and the LOQTORZI portion of the Revenue Purchase and Sale Agreement.

We expect interest expense from continuing operations to be comparable in 2026 to 2025.

Other Income (Expense), Net

Other income (expense), net from continuing operations for the three and six months ended June 30, 2026 changed unfavorably compared to the same periods in the prior year by $1.6 million and $0.4 million, respectively, primarily due to lower total interest and investment income. The unfavorable change for the six-month period was partially offset by a $0.8 million charge for the LOQTORZI Royalty Fee Derivative Liability adjustment in the first quarter of 2025.

Net Income from Discontinued Operations, net of tax

The reductions in net income from discontinued operations, net of tax compared to the prior year periods were primarily due to the $339.1 million net gain and lower net revenue in 2026 driven by the UDENYCA Sale, partially offset by the $10.3 million charge in 2025 for loss on debt extinguishment related to the 2026 Convertible Notes and the UDENYCA Buy-out, lower cost of goods sold and selling, general and administrative expense, and no discontinued operations interest expense in 2026. Total net revenues attributable to our divested products, UDENYCA, CIMERLI and YUSIMRY, which are reflected in discontinued operations, were $12.8 million and $23.1 million for the three months ended June 30, 2026 and 2025, respectively, and $11.9 million and $55.2 million during the six months ended June 30, 2026 and 2025, respectively. For the three and six months ended June 30, 2026, net revenue was primarily driven by favorable adjustments to prior period estimates.

In addition, the decrease in the six-month period was partially offset by an $11.8 million charge in the first quarter of 2025 for the change in fair value of the Royalty Fee Derivative Liability related to UDENYCA.

Liquidity and Capital Resources

Certain relevant measures of our liquidity and capital resources are summarized as follows:

As of June 30, 2026, we had cash, cash equivalents and marketable securities of $105.3 million and an accumulated deficit of $1.4 billion. We currently have one commercial product, LOQTORZI, which generated $13.6 million in net revenues during the three months ended June 30, 2026. Cash in excess of immediate requirements is invested in accordance with our investment policy, primarily with a view to liquidity and capital preservation. As of June 30, 2026, our cash, cash equivalents and marketable securities are primarily held in money market accounts, commercial paper and corporate notes, and U.S. Treasury securities. We have funded our operations primarily through the sale of our common stock, issuance and incurrence of debt, the Revenue Purchase and Sale Agreement, the Sale Transactions and sales of our products.

During the three months ended March 31, 2026, we completed the sale and issuance of 32,890,000 Offering Shares, which included all the Optional Shares. We received net proceeds of $53.6 million, after deducting the Underwriters’ discounts and commissions and offering expenses payable by us.

We are party to a sales agreement with TD Cowen, pursuant to which (and subject to applicable law) we may sell shares of our common stock in an at-the-market offering. As of June 30, 2026, we had approximately $64.9 million of our common stock remaining available for sales under the Sales Agreement.

We believe that our available cash, cash equivalents and marketable securities, and product sales will be sufficient to fund our planned expenditures and meet our obligations for at least the twelve months following our financial statement issuance date. We have based this estimate on assumptions that may prove to be wrong, and we could utilize our available capital resources sooner than we currently expect. Further, our operating plan may change, and we may need additional funds to meet operational needs and capital requirements for product development and commercialization sooner than planned. Because of the numerous risks and uncertainties associated with the development and commercialization of our product candidates and the extent to which we may enter into additional agreements with third parties to participate in their development and commercialization, we are unable to estimate the amounts of increased capital outlays and operating expenditures associated with our current and anticipated research and development activities, and on-going and future licensing and collaboration obligations. We may need to raise additional funds in the future; however, there can be no assurance that such efforts will be successful or that, if they are successful, the terms and conditions of such financing will be favorable. Our future funding requirements will depend on many factors, including the following:

For further discussion of risks related to our financial condition and capital requirements, see “Risk Factors— Risks Related to Our Financial Condition and Capital Requirements.”

Contingent Milestones

We have obligations to make future payments to third parties that become due and payable upon the achievement of certain development, regulatory and commercial milestones (such as clinical trial achievements, the filing of a Biologics License Application (“BLA”), approval by the FDA or product launch). These milestone payments and other similar fees are contingent upon future events and therefore are only recorded when it becomes probable that a milestone will be achieved or other applicable criteria will be met. Because the achievement of these milestones had not reached the threshold for recognition as of June 30, 2026, such contingencies were not recorded in our financial statements.

The following presents a summary of our active partnerships and collaborations that have material contingent regulatory and sales milestones as of June 30, 2026:

Contingent Value Rights

As of June 30, 2026, the remaining CVRsin connection with the Surface Acquisition consisted of the CVRs associated with the receipt by us of any upfront payments pursuant to ex-U.S. licensing agreements related to casdozokitug or tagmokitug. The potential payments are only due if we first receive upfront payments pursuant to ex-U.S. licensing agreements, less any permitted deductions in accordance with the CVR Agreement. Payments to CVR holders can be in the form of cash, stock or a combination of cash and stock.

Other Commitments

Transition service agreements

Since certain contracts with third parties related to the divested biosimilar businesses could not immediately be transitioned to the buyers in the Sale Transactions at the respective divestiture dates, generally because the contracts did not allow for assignment, we remained a legal party to transactions occurring after the closings, often functioning as an agent on behalf of the buyer. These transactions are presented within TSA receivables, net and TSA payables and accrued liabilities in the condensed consolidated balance sheets, and they generally do not have a net effect on the condensed consolidated statements of operations. The use of cash to settle TSA payables and accrued liabilities is expected to occur in a front-loaded fashion over the remainder of 2026. The CIMERLI and YUSIMRY TSAs were substantially completed as of December 31, 2025.

In addition, in connection with the divestiture of the UDENYCA Business, we have certain contractual obligations related to inventory replacement under a legacy customer agreement. Pursuant to the terms of that agreement, we may be required to pay Accord for replacing certain inventory in specified circumstances. Our maximum potential exposure under this obligation is approximately $5.9 million. As of June 30, 2026, no amounts have been recorded in the condensed consolidated financial statements related to this matter. We will continue to assess this matter each reporting period and recognize a liability at such time as reimbursement is required.

Non-cancelable purchase commitments

We enter into contracts in the normal course of business with third-party contract research organizations (“CROs”) for preclinical research studies and clinical trials, research supplies and other services and products for operating purposes. We have also entered into agreements with several CMOs for the manufacture of our commercial product and clinical drug supply. Our non-cancelable purchase commitments as of June 30, 2026 were $3.3 million, as outlined in Note 9. Commitments and Contingencies in the Notes to Condensed Consolidated Financial Statements contained in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Leases

There have been no significant changes to our leases during the six months ended June 30, 2026, as compared to the disclosure in our 2025 Form 10-K.

Summary Statement of Cash Flows

The following table summarizes our cash flows for discontinued and continuing operations on a combined basis as follows:** **

Net cash used in operating activities

Net cash used in operating activities of $120.0 million and $72.5 million for the six months ended June 30, 2026 and 2025, respectively, was primarily due to commercial activity, research and development activities and selling, general and administrative expenses to support those activities.

Net income (loss) for the six months ended June 30, 2026 and 2025, included, among other items, adjustments to arrive at operating cash flows. Adjustments for the six months ended June 30, 2026 included the non-cash release of biosimilar revenue related reserves of $13.1 million, non-cash stock-based compensation expense of $5.0 million, and non-cash depreciation and amortization of $1.7 million. Adjustments for the six months ended June 30, 2025 included the gain on Sale Transactions of $339.1 million, non-cash change in fair value of derivatives of $12.6 million, non-cash stock-based compensation expense of $10.8 million, loss on debt extinguishment of $10.3 million, and non-cash depreciation and amortization of $2.1 million.

Net cash provided by investing activities

Cash provided by investing activities of $60.3 million for the six months ended June 30, 2026 was primarily due to $81.7 million cash received from maturities of investments, offset by $20.3 million purchases of investments in marketable securities.

Cash provided by investing activities of $445.2 million for the six months ended June 30, 2025 was primarily due to $483.4 million cash received for the UDENYCA Sale, partially offset by $20.7 million in purchases of investments in marketable securities, the second out of two $12.5 million milestone payments to Junshi Biosciences and $4.7 million in retention bonus payments in connection with the CIMERLI Sale.

Net cash provided by (used in) financing activities

Cash provided by financing activities of $53.7 million for the six months ended June 30, 2026 was mainly due to proceeds from issuance of common stock in connection with our Public Offering, net of issuance costs in the first quarter of 2026.

Cash used in financing activities of $281.8 million for the six months ended June 30, 2025 was due to $233.2 million for repayment of substantially all the 2026 Convertible Notes and $47.7 million for the UDENYCA Buy-out.

Discontinued operations

Cash flows from continuing operations and discontinued operations have been presented together in the condensed consolidated statement of cash flows. During the six months ended June 30, 2026, operating cash flows from discontinued operations primarily reflected $42.2 million of payments for TSA related operating assets and liabilities, net. During the six months ended June 30, 2025, operating cash flows of discontinued operations were primarily related to the following adjustments to arrive at operating cash flows: the net gain on UDENYCA Sale of $339.1 million, partially offset by the $11.8 million change in fair value for the UDENYCA portion of the Royalty Fee Derivative Liability and a loss on debt extinguishment of $10.3 million.

Critical Accounting Policies and Significant Judgments and Estimates

The preparation of our condensed consolidated financial statements in accordance with U.S. GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, as well as the reported revenue generated and expense incurred during the reporting periods. Our estimates are based on our historical experience and on various other factors that we believe to be reasonable under the circumstances. These estimates form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources.

There have been no significant changes to our critical accounting estimates during the six months ended June 30, 2026, as compared to the critical accounting estimates described in our 2025 Form 10-K. We believe that the critical accounting estimates discussed in the 2025 Form 10-K are meaningful to understanding our historical and future performance, as these estimates relate to the more significant areas involving management’s judgments and assumptions.

Recent Accounting Pronouncements

For a description of the impact of recent accounting pronouncements, see Note 1. Organization and Summary of Significant Accounting Policies in the Notes to Condensed Consolidated Financial Statements contained in Part I, Item 1 of this Quarterly Report on Form 10-Q.