MeiraGTx Holdings plc

1. Organization and Basis of Presentation

The Company

MeiraGTx Holdings plc and subsidiaries (the “Company” or “MeiraGTx Holdings”), an exempted company incorporated under the laws of the Cayman Islands, is a vertically integrated, clinical-stage genetic medicines company with a broad pipeline offour late-stage clinical programs. Each of these programs uses local delivery of small doses, resulting in disease-modifying effects in both inherited and more common diseases, in the eye, radiation-induced xerostomia and Parkinson’s disease. The Company uses its innovative technology in optimization of capsids, promoters, and novel translational control elements to develop best-in-class, potent, safe viral vectors. The Company’s broad pipeline is supported by end-to-end in-house manufacturing. The Company has built the most comprehensive manufacturing capabilities in the industry, includingtwo that are licensed for good manufacturing practices (“GMP”) viral vector production and a GMP Quality Control facility with clinical and commercial licensure. In addition, the Company has developed a proprietary manufacturing platform process over 9 years based on more than 20 different viral vectors with leading yield and quality aspects and commercial readiness. Uniquely, the Company has developed a novel technology forin vivo delivery of any biologic therapeutic using oral small molecules. This transformative riboswitch gene regulation platform technology allows precise, dose-responsive expression of gene expression by oral small molecules. The Company is focusing the riboswitch platform on regulatedin vivo delivery of metabolic peptides, including leptin, GLP-1, GIP, glucagon, amylin and PYY, as well as cell therapy, CAR-T for liquid and solid tumors and autoimmune diseases, and additionally, PNS targets addressing long-term intractable pain. The Company has developed the technology to apply genetic medicine to common diseases, increasing efficacy, addressing novel targets, and expanding access in some of the largest disease areas where the unmet need remains high.

Asset Purchase and Related Agreements with Janssen Pharmaceuticals, Inc.

On April 15, 2026 (“Janssen Closing Date”), the Company and MeiraGTx Ocular entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with Janssen Pharmaceuticals, Inc. (“Janssen”) to reacquire the global rights to botaretigene sparoparvovec (“bota-vec”) for the treatment of X-linked retinitis pigmentosa associated with mutations in theRPGR gene (the “RPGR Product”) through the acquisition of the license agreement and related assets associated with the development, manufacture and commercialization of the RPGR Product. The Company paid Janssen an upfront cash purchase price of$25.0 million, regaining full ownership and control of the RPGR Product and all associated future development and commercialization rights.

In addition to the upfront payment, the Asset Purchase Agreement includes a one-time contingent milestone payment of$50.0 million, payable upon the achievement of both of the following regulatory and commercial milestones: U.S. regulatory approval of the RPGR Product and cumulative U.S. net sales exceeding$250.0 million. The Company is also obligated to pay Janssen tiered royalties in the mid-teens on future global net sales of RPGR Products beginning on or after July 1, 2029. If the Company enters into future licensing or commercialization arrangements for the RPGR Product with third parties, Janssen is also entitled to receive a portion of certain upfront and milestone payments, as well as royalties based on amounts received from such third parties or, in certain cases, on the third party's net sales of RPGR Products.

As part of the transaction, the parties entered into a Termination Agreement on the Janssen Closing Date (the “Termination Agreement”) to terminate the prior asset purchase agreement (the “Original Asset Purchase Agreement”) pursuant to which the Company and MeiraGTx UK II sold the RPGR Product to Janssen, and the related supply agreement (the “Supply Agreement”), each entered into on December 20, 2023, thereby restoring the Company’s full strategic and operational control over the RPGR Product while establishing the future contingent payment obligations described above.

Johnson & Johnson Innovation – JJDC, Inc. (“JJDC”), the investment arm of Johnson & Johnson and the indirect owner of Janssen, continues to hold more than 5% of the Company's outstanding ordinary shares. As a result, Janssen remains a related party of the Company for financial reporting purposes. In connection with the above transaction, JJDC and Janssen have also agreed not to sell or transfer any of the Company’s ordinary shares or securities convertible into, exchangeable for, or exercisable for the Company’s ordinary shares, for twelve months following the Janssen Closing Date and following such twelve month period, if they ever intend to sell the Company’s shares after the twelve month period, they will provide written notice to the Company at least five business days prior to taking any action.

Eli Lilly and Company Collaboration Agreement

On November 7, 2025 (the “Lilly Effective Date”), MeiraGTx Ocular, MeiraGTx Limited and MeiraGTx UK II (collectively, “MeiraGTx”), entered into a strategic collaboration and license agreement with Eli Lilly and Company (“Lilly”) (the “Lilly Collaboration Agreement”) for the research, development and commercialization of genetic medicines in and related to the area of ophthalmology. Under the Lilly Collaboration Agreement, MeiraGTx has granted Lilly exclusive, worldwide rights to research, develop and commercialize the Company’s product candidate AAV-AIPL1, which treats Leber congenital amaurosis 4, or LCA4, caused by mutations in the AIPL1 gene, as well as two other preclinical product candidates which are intended to treat other inherited retinal dystrophies. As of the Lilly Effective Date, Lilly has (i) an exclusive license to proprietary intravitreal capsids for use with up to five targets, relating to or useful in the field of ophthalmology, to be selected by Lilly, (ii) an exclusive license to proprietary pan-retinal or rod-specific promoters for use with up to five targets, relating to or useful in the field of ophthalmology, to be selected by Lilly and (iii) a right of first designation with respect to certain target-specific transactions that MeiraGTx Ocular or its affiliates may seek to pursue in the field of ophthalmology. Lilly also has a right of first negotiation for use of the Company’s proprietary riboswitch technology in the field of ophthalmological gene editing.

Under the terms of the Lilly Collaboration Agreement, MeiraGTx received an upfront payment of $75.0 million after signing the Lilly Collaboration Agreement and will be eligible to receive up to over $400.0 million in total milestone payments, including up to $135.0 million in other potential near-term cash consideration upon the achievement of certain development and regulatory approval milestones. Lilly has the right to research, develop and commercialize products under the Lilly Collaboration Agreement, at its own cost. The Company may also perform research, development and manufacturing services for Lilly under the Lilly Collaboration Agreement and related agreements, for which it is entitled to reimbursement in accordance with the applicable contractual terms. The Lilly Collaboration Agreement also provides for tiered royalties to be paid to MeiraGTx Ocular on future product sales.

Hologen Strategic Collaboration

On March 9, 2025, the Company and certain of its affiliates entered into a strategic collaboration with Hologen Limited (“Hologen”) and certain of its affiliates to advance the development of certain central nervous system gene therapy programs and to support the Company’s manufacturing capabilities. Hologen is a leading developer of multi-modal generative AI foundation models of real-world clinical data for clinical medicine and pharmaceutical drug development. Under the collaboration, Hologen committed to provide an upfront payment of $200.0 million and up to an additional $230.0 million to fund the development of the Company’s AAV-GAD program for the treatment of Parkinson’s disease to commercialization and other locally delivered central nervous system therapies. The Company also received an aggregate of 500,000 Class A shares of Hologen for nominal consideration. As of June 30, 2026, Hologen had funded $105.0 million of the upfront payment commitment.

The collaboration is governed by two framework agreements. The first, between the Company, MeiraGTx Neuro UK, Reogen Limited (formerly known as Hologen Neuro AI Limited) (“Reogen”) and Hologen, relates to the management of the business and affairs of Reogen, including the research, development, manufacture and commercialization of our (i) AAV-GAD investigational gene therapy for the treatment of Parkinson’s disease, AAV-BDNF investigational gene therapy for the treatment of genetic obesity disorders and other potential locally delivered genetic medicines to the central nervous system (the “Clinical Programs”) and (ii) proprietary device designed to effect the local delivery of a gene therapy product into the central nervous system or any topographic or

subcutaneous tissue modification on the face and scalp, of humans or animals (the “Delivery Device”), in each case, in accordance with the terms and conditions of the Hologen Collaboration Agreement as further described below. The second, between MeiraGTx Manufacturing, MeiraGTx Limited and Hologen, provides for the management of the business and affairs of MeiraGTx Manufacturing, including Hologen’s investment in MeiraGTx Manufacturing and its participation in funding the manufacturing business.

During the second quarter of 2026, the parties completed the initial closing of the strategic collaboration and entered into amendments to the framework agreements to facilitate the initial funding and investment structures. As part of the initial closing, the Company, MeiraGTx Neuro UK, MeiraGTx Neuro I, Reogen, Hologen Neuro AI UK Limited and Hologen entered into the Collaboration and License Agreement, dated as of April 20, 2026 (the “Hologen Collaboration Agreement”) governing the research, development, manufacturing and commercialization of the Clinical Programs and the Delivery Device. The parties also completed Hologen’s initial investment in MeiraGTx Manufacturing. Following the initial closing, MeiraGTx Neuro UK holds a 39% ownership interest in Reogen, and Hologen holds a minority interest in MeiraGTx Manufacturing.

Following the initial closing, Hologen will fund an additional $95.0 million to satisfy the remaining portion of the upfront payments provided for under the framework agreements and the Hologen Collaboration Agreement. These funds will be used by Hologen to purchase (i) a portion of the Reogen shares held by MeiraGTx Neuro UK, such that following the purchase, MeiraGTx Neuro UK and Hologen are expected to hold 30% and 70% of the outstanding shares in Reogen, respectively, and (ii) additional shares in MeiraGTx Manufacturing from MeiraGTx Limited, such that following the purchase, Hologen will have increased its minority interest in MeiraGTx Manufacturing. The Company's obligation to issue additional MeiraGTx Manufacturing shares in exchange for the additional funding gives rise to a contingent forward financial instrument, which is recognized and measured at fair value as described in Note 5. The framework agreement relating to MeiraGTx Manufacturing also provides Hologen with an option to increase its ownership interest in MeiraGTx Manufacturing to up to 40%, which may be exercised within twelve months after Hologen purchases all of its additional shares in MeiraGTx Manufacturing using a portion of the proceeds from the remaining amount of the upfront payment to be paid, subject to the terms and conditions of the framework agreement. This option gives rise to a financial instrument that is recognized and measured at fair value as described in Note 5. If Hologen does not exercise the option during that twelve month period, then the Company has an option to purchase all of the shares of MeiraGTx Manufacturing held by Hologen for the same price that Hologen paid for such shares. The Company may exercise its option beginning on the third anniversary of the date Hologen purchases its additional shares in MeiraGTx Manufacturing and ending three years thereafter.

Basis of Presentation

The accompanying condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative United States generally accepted accounting principles as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”). Certain reclassifications of prior period activities have been made to conform to current year presentation.

Interim Financial Statements

The accompanying condensed consolidated financial statements have been prepared in accordance with GAAP for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by GAAP for complete consolidated financial statements. In the opinion of management, the condensed consolidated financial statements include all adjustments (consisting of normal recurring adjustments) necessary in order to make the condensed consolidated financial statements not misleading. Operating results for the six-month period ended June 30, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto for the year ended December 31, 2025 included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “Form 10-K”).

Liquidity

The Company does not currently have any approved products and has never generated any revenue from product sales. Although the Company has achieved profitable operations during the current period, such profitability was primarily attributable to non-recurring transactions and there is no assurance that profitable operations could be sustained on a continuing basis. In addition, development activities, clinical and preclinical testing, and commercialization of the Company’s product candidates will require significant additional financing. The Company’s accumulated deficit at June 30, 2026 totaled $701.8 million, and management expects to incur substantial losses in future periods. The success of the Company is subject to certain risks and uncertainties, including, among others: uncertainty of product development; competition in the Company’s field of use; uncertainty of capital availability; uncertainty in the Company’s ability to enter into agreements and consummate transactions with collaborative partners; expanding and protecting the Company’s intellectual property portfolio; dependence on third parties; and dependence on key personnel. For the six months ended June 30, 2026, the Company had $20.7 million cash flows used in operations. There are no assurances that the Company will generate positive cash flows in the future. Additionally, there are no assurances that the Company will be successful in obtaining an adequate level of financing for the development and commercialization of its product candidates.

As of June 30, 2026, the Company had cash, cash equivalents and restricted cash in the amount of $145.4 million, which consisted of depository and money market accounts held at large international banks. The Company estimates that its cash and cash equivalents on-hand, accounts receivable, accounts receivable – related party, unbilled receivables – related party and tax incentive receivable at June 30, 2026, together with the $35.0 million gross proceeds from the Second Purchase of the Royalty Notes under the Royalty Note Purchase Agreement and sale of ordinary shares to the Purchasers under the Securities Purchase Agreement (as such capitalized terms are defined in, and such transactions are described in, Note 12) in the third quarter of 2026 will be sufficient to cover its expenses for at least the next twelve months from the date of issuance of these condensed consolidated financial statements. This estimate does not include the additional $95.0 million upfront payment from Hologen or the $135.0 million in potential near-term cash consideration from Lilly upon achievement of certain development and regulatory approval milestones, or any subsequent tranches available under the Royalty Note Purchase Agreement.

Risks and Uncertainties

The Company operates in an industry that is subject to intense competition, government regulation and rapid technological change. The Company’s operations are subject to significant risk and uncertainties including financial, operational, technological, regulatory and other risks, including the potential risk of business failure.

The Company’s capital resources and operations to date have been funded primarily with the proceeds from the Company’s collaboration and business development activities and private and public equity offerings, as well as proceeds from debt financings. In the future, the Company may seek to raise additional capital through equity offerings, debt financings, marketing and distribution arrangements and other collaborations, strategic alliances and licensing arrangements or other sources to enable it to complete the development and potential commercialization of its product candidates.

2. Summary of Significant Accounting Policies and Recent Accounting Pronouncements

Certain of the Company’s significant accounting policies are described below. All of the Company’s significant accounting policies are disclosed in the notes to the audited consolidated financial statements as of and for the year ended December 31, 2025 included in the Company’s Form 10-K.

Consolidation

The accompanying condensed consolidated financial statements include the accounts of MeiraGTx Holdings and its subsidiaries:

MeiraGTx Limited, a limited company incorporated under the laws of England and Wales;

MeiraGTx, LLC, a Delaware limited liability company;

MeiraGTx UK II Limited, a limited company incorporated under the laws of England and Wales (“MeiraGTx UK II”);

MeiraGTx Ireland DAC, a designated activity company incorporated under the laws of Ireland (“MeiraGTx Ireland”);

MeiraGTx UK Limited, a limited company incorporated under the laws of England and Wales (“MeiraGTx UK”);

MeiraGTx Belgium, a private company with limited liability incorporated under the laws of Belgium (“MeiraGTx Belgium”);

MeiraGTx Cell Therapies, a simplified joint stock company, incorporated under the laws of France;

BRI-Alzan, Inc., a Delaware corporation;

MeiraGTx Bio, Inc., a Delaware corporation;

MeiraGTx B.V., a private company with limited liability incorporated under the laws of the Netherlands (“MeiraGTx B.V.”);

MeiraGTx Netherlands, B.V., a private company with limited liability incorporated under the laws of the Netherlands (“MeiraGTx Netherlands”);

MeiraGTx Neurosciences, Inc., a Delaware corporation;

MeiraGTx Therapeutics, Inc., a Delaware corporation;

MeiraGTx Neuro I, LLC, a Delaware limited liability company (“MeiraGTx Neuro US”);

MeiraGTx Neuro II, LLC, a Delaware limited liability company;

MeiraGTx Manufacturing Limited, a limited company incorporated under the laws of England and Wales (“MeiraGTx Manufacturing”);

MeiraGTx Ocular UK Limited, a limited company incorporated under the laws of England and Wales (“MeiraGTx Ocular”);

MeiraGTx Gene Regulation Limited, a limited company incorporated under the laws of England and Wales; and

MeiraGTx Neuro UK Limited, a limited company incorporated under the laws of England and Wales (“MeiraGTx Neuro UK”).

All the above subsidiaries are wholly owned by MeiraGTx Holdings, except that Hologen holds a minority interest in MeiraGTx Manufacturing. All intercompany balances and transactions between the consolidated companies have been eliminated in consolidation.

Use of Estimates

Management considers many factors in selecting appropriate financial accounting policies and controls, and in developing the estimates and assumptions that are used in the preparation of these condensed consolidated financial statements. Management must apply significant judgment in this process. In addition, other factors may affect

estimates, including expected business and operational changes, sensitivity and volatility associated with the assumptions used in developing estimates, and whether historical trends are expected to be representative of future trends. The estimation process often may yield a range of potentially reasonable estimates of the ultimate future outcomes and management must select an amount that falls within that range of reasonable estimates. This process may result in actual results differing materially from those estimated amounts used in the preparation of the financial statements if these results differ from historical experience, or other assumptions do not turn out to be substantially accurate, even if such assumptions are reasonable when made. In preparing these condensed consolidated financial statements, management is required to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Significant estimates include, among others, the measurement of progress towards satisfaction of performance obligations, estimates of stand-alone selling price and material rights in revenue arrangements, the accounting for research and development costs, share-based compensation, lease related assumptions, asset retirement obligations, the fair value of financial instruments and the valuation of tax incentive receivable.

Restricted Cash

Restricted cash represents a guarantee put in place as required by the terms of the research and innovation grant from IDA Ireland which offers financial assistance in establishing the Company’s operations in Shannon, Ireland. The following table provides a reconciliation of the components of cash and cash equivalents and restricted cash reported in the Company’s condensed consolidated balance sheets to the total of the amount presented in the condensed consolidated statements of cash flows (in thousands):

Fair Value Measurements

Fair value is defined as the price that would be received upon sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at the measurement date and in the principal or most advantageous market for that asset or liability. The fair value should be calculated based on assumptions that market participants would use in pricing the asset or liability, not on assumptions specific to the entity. In addition, the fair value of liabilities should include consideration of non-performance risk including the Company’s own credit risk.

The Company follows ASC 820,Fair Value Measurements and Disclosures, for application to financial assets and liabilities. In addition to defining fair value, the standard expands the disclosure requirements around fair value and establishes a fair value hierarchy for valuation inputs. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. Each fair value measurement is reported in one of the three levels which are determined by the lowest level input that is significant to the fair value measurement in its entirety. These levels are:

The table below represents the values of the Company's financial assets and liabilities that are required to be measured at fair value on a recurring basis (in thousands):

The Company's Level 3 financial instruments consist of the Royalty Notes, the contingent forward instrument, the equity option instrument and the derivative liability. These instruments are classified within Level 3 of the fair value hierarchy because their fair values are determined using valuation techniques that incorporate significant unobservable inputs. Depending on changes in the underlying assumptions and market conditions, the contingent forward and equity option instruments may be presented as either assets or liabilities in the accompanying condensed consolidated balance sheets.

The following table summarizes the valuation techniques and significant unobservable inputs used to estimate fair value:

The fair value of the Royalty Notes outstanding at June 30, 2026 equaled the transaction price upon initial recognition. Accordingly, no significant valuation adjustments were required at inception. Subsequent reporting periods will reflect fair value measurements based on the valuation techniques and assumptions described above.

Significant increases in expected future royalty cash flows would generally increase the fair value of the Royalty Notes, while increases in the discount rate would generally decrease its fair value. The fair values of the contingent forward instrument and option instrument are primarily affected by changes in expected share price volatility and,

where applicable, the probability of contingent settlement events. Changes in these assumptions may increase or decrease the fair values of the instruments and the related gains or losses recognized in earnings.

In addition to the financial instruments mentioned above, at June 30, 2026, the Company's financial instruments included cash and cash equivalents, restricted cash, accounts receivable, accounts receivable – related party, unbilled receivables – related party and accounts payable. The carrying amounts reported in the Company's condensed consolidated financial statements for these instruments approximate their respective fair values because of the short-term nature of these instruments.

Asset Retirement Obligations

Accounting for asset retirement obligations requires legal obligations associated with the retirement of long-lived assets to be recognized at fair value when incurred and capitalized as part of the related long-lived asset. In the absence of quoted market prices, the Company estimates the fair value of its asset retirement obligations using Level 3 present value techniques, in which estimates of future cash flows associated with retirement activities are discounted using a credit-adjusted risk-free rate. Asset retirement obligations currently reported on the condensed consolidated balance sheets were measured during a period of historically low interest rates. The impact on measurements of new asset retirement obligations using different rates in the future may be significant.

The Company uses estimates to determine the asset retirement obligations at the end of the lease term and discounts such asset retirement obligations using an estimated discount rate. Interest on the discounted asset retirement obligation is amortized over the term of the lease using the effective interest method and is recorded as interest expense in the condensed consolidated statements of operations and comprehensive income (loss).

During the three months ended March 31, 2025, the Company determined that it was reasonably certain to exercise its early termination option on an operating lease for laboratory and office space, for which the Company had an associated asset retirement obligation liability in the amount of $1.7 million and a corresponding leasehold improvement with a net book value of $0.3 million as of March 31, 2025. At that time, the landlord indicated that it would no longer require the Company to make any changes to the premises prior to the lease termination and the Company only expected to incur $0.1 million related to decontamination costs. Therefore, a change in estimate of the asset retirement obligation was recorded resulting in a gain on termination of lease liabilities of $1.3 million which is included in general and administrative expenses in the accompanying condensed consolidated statements of operations and comprehensive income (loss) for the six-month period ended June 30, 2025.

The change in asset retirement obligations is as follows (in thousands):

IDA Ireland Grant

In August 2021, MeiraGTx Ireland entered into an agreement pursuant to which it received a grant from IDA Ireland for financial assistance in establishing its operations in Shannon, Ireland. Under the terms of the grant, MeiraGTx Ireland is eligible to receive the lesser of €1.0 million or €10,000 for each job created (the “employment grant”) and the lesser of €1.2 million or 4% of the actual expenditure on the provision of machinery and equipment (the “capital grant”). MeiraGTx Ireland may apply for a drawdown of the employment grant once a job has been created and the position has been held for a period of at least one month, and may apply for a drawdown of the capital grant once an eligible asset has been purchased and installed, conditioned on the creation of a cumulative number of jobs by the end of the immediately preceding year. An aggregate of 100 jobs must be created to receive the maximum benefit

under the capital grant. An application for a drawdown must be accompanied by an audit certification for compliance with the terms of the grant. The Company has a guarantee in place with a bank in favor of IDA Ireland, pursuant to which it restricts cash in the amount of claims made under the grant such that the Company maintains the funds to cover any portion of the grant income that may become repayable in the future. This amount is presented as restricted cash in the accompanying condensed consolidated balance sheets. All expenditures were required to be completed by December 31, 2024, and the agreement terminates on the later offive years from the date of the last payment from the grant orfive years from completion of the capital investment, which is expenditure of at least €30.0 million on eligible machinery and equipment.

The Company recognizes grant income when there is reasonable assurance that the Company will comply with the conditions attached to the grant and that it will receive the grant. During the six months ended June 30, 2026 and 2025, the Company recognized de minimis grant income as a reduction of research and development expenses in the accompanying condensed consolidated statements of operations and comprehensive income (loss).

Until the termination of the grant agreement in September 2030, MeiraGTx Ireland must maintain compliance with the terms of the grant. If the total number of jobs is less than 100 at the time of IDA Ireland’s annual review, the Company may have to repay a portion of the capital grant, and if a job for which the Company received employment grant funding remains vacant for a period in excess ofsix calendar months, the Company may have to repay the employment grant received for that job. As of June 30, 2026, the Company is in compliance with the terms of the grant.

Revenue Recognition

The Company evaluates the promised goods or services to determine which promises, or group of promises, represent performance obligations. In contemplation of whether a promised good or service meets the criteria required of a performance obligation, the Company considers the stage of development of the underlying intellectual property, the capabilities and expertise of the customer relative to the underlying intellectual property, and whether the promised goods or services are integral to or dependent on other promises in the contract. When accounting for an arrangement that contains multiple performance obligations, the Company must develop judgmental assumptions, which may include market conditions, reimbursement rates for personnel costs, development timelines and probabilities of regulatory success to determine the stand-alone selling price for each performance obligation identified in the contract.

When the Company concludes that a contract should be accounted for as a combined performance obligation and recognized over time, the Company must then determine the period over which revenue should be recognized and the method by which to measure revenue. The Company generally recognizes revenue using a cost-based input method.

At inception, the Company determines whether contracts are within the scope of ASC 606 or other topics. For contracts that are determined to be within the scope of ASC 606, the Company recognizes revenue when its customer or collaborator obtains control of promised goods or services, in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services. To determine revenue recognition the Company performs the following five steps:

The Company only applies the five-step model to contracts when it determines that it is probable it will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer.

At contract inception, the Company assesses the goods or services promised within the contract to determine whether each promised good or service is a performance obligation. The promised goods or services in the Company’s arrangements typically consist of a license to the Company’s intellectual property and research, development and manufacturing services. The Company may provide options to additional items in such arrangements, which are accounted for as separate contracts when the customer elects to exercise such options, unless the option provides a material right to the customer. Performance obligations are promises in a contract to transfer a distinct good or service to the customer that (i) the customer can benefit from on its own or together with other readily available resources, and (ii) is separately identifiable from other promises in the contract. Goods or services that are not individually distinct performance obligations are combined with other promised goods or services until such combined group of promises meet the requirements of a performance obligation.

The Company determines transaction price based on the amount of consideration the Company expects to receive for transferring the promised goods or services in the contract. Consideration may be fixed, variable, or a combination of both. At contract inception for arrangements that include variable consideration, the Company estimates the probability and extent of consideration it expects to receive under the contract utilizing either the most likely amount method or expected amount method, whichever best estimates the amount expected to be received. The Company then considers any constraints on the variable consideration and includes in the transaction price variable consideration to the extent it is deemed probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved.

The Company then allocates the transaction price to each performance obligation based on the relative standalone selling price and recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) control is transferred to the customer and the performance obligation is satisfied. For performance obligations which consist of licenses and other promises, the Company utilizes judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress. The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition.

If there are multiple performance obligations, the Company allocates the transaction price to each performance obligation based on their estimated standalone selling prices (“SSP”). The Company estimates the SSP for each performance obligation by considering information such as market conditions, entity-specific factors, and information about its customer that is reasonably available. The Company considers estimation approaches that allow it to maximize the use of observable inputs. These estimation approaches may include the adjusted market assessment approach, the expected cost plus a margin approach or the residual approach. The Company also considers whether to use a different estimation approach or a combination of approaches to estimate the SSP for each performance obligation. Developing certain assumptions (e.g., treatable patient population, expected market share, probability of success and product profitability, and discount rate based on weighted-average cost of capital) to estimate the SSP of a performance obligation requires significant judgment.

The Company records amounts as contract assets when the right to consideration is deemed unconditional. Contract assets are reclassified as accounts receivable once billed. When consideration is received, or such consideration is unconditionally due, from a customer prior to transferring goods or services to the customer under the terms of a contract, a contract liability is recorded as deferred revenue.

Amounts received prior to satisfying the revenue recognition criteria are recognized as deferred revenue in the Company’s condensed consolidated balance sheets. Amounts expected to be recognized as revenue within the 12 months following the balance sheet date are classified as current deferred revenue. Amounts not expected to be recognized as revenue within the 12 months following the balance sheet date are classified as long-term deferred revenue.

The Company’s revenue arrangements include the following:

Upfront License Fees: If a license is determined to be distinct from the other performance obligations identified in the arrangement, we recognize revenues from non-refundable, upfront fees allocated to the license when the license is transferred to the licensee and the licensee is able to use and benefit from the license. For licenses that are bundled with other promises, we utilize judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue from non-refundable, upfront fees. We evaluate the measure of progress each reporting period and, if necessary, adjust the measure of performance and related revenue recognition.

Milestone Payments: At the inception of an agreement that includes research and development milestone payments, the Company evaluates each milestone to determine when and how much of the milestone to include in the transaction price. The Company first estimates the amount of the milestone payment that the Company could receive using either the expected value or the most likely amount approach. The Company primarily uses the most likely amount approach as that approach is generally most predictive for milestone payments with a binary outcome. Then, the Company considers whether any portion of that estimated amount is subject to the variable consideration constraint (that is, whether it is probable that a significant reversal of cumulative revenue would not occur upon resolution of the uncertainty). The Company updates the estimate of variable consideration included in the transaction price at each reporting date which includes updating the assessment of the likely amount of consideration and the application of the constraint to reflect current facts and circumstances.

Royalties: For arrangements that include sales-based royalties, including milestone payments based on a level of sales, and the license is deemed to be the predominant item to which the royalties relate, we will recognize revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied). To date, we have not recognized any revenue related to sales-based royalties or milestone payments based on the level of sales.

Research and Development Services: Under certain collaboration arrangements, the Company performs research and development services, including process development, process performance qualification, analytical development and other development activities. These services are generally transferred over time as the customer simultaneously receives and consumes the benefits of the Company's performance. Revenue is recognized over time using a cost-based input method that measures progress toward complete satisfaction of the performance obligation based on costs incurred relative to total estimated costs expected to satisfy the performance obligation.

Contract Manufacturing Services: Under certain collaboration and manufacturing arrangements, the Company provides contract manufacturing services, including manufacturing of product, release testing, stability testing, preparation of batch and assay documentation, and delivery of manufactured product. The Company evaluates the activities included in each request for proposal or work order to determine whether they represent separate performance obligations or should be combined. Activities are combined into a single performance obligation when they are not separately identifiable within the context of the contract and together represent a combined output to the customer. Revenue is recognized over time as the Company performs the manufacturing services because control of the work in process transfers to the customer as the manufacturing activities are performed. Progress toward complete satisfaction of the performance obligation is measured using a cost-based input method, under which revenue is recognized based on costs incurred relative to total estimated costs expected to satisfy the performance obligation.

Manufacturing Supply Services: Arrangements that include a promise for future supply of drug substance or drug product for either clinical development or commercial supply at the customer’s discretion are generally considered options. The Company assesses if these options provide a material right to the licensee and if so, they are accounted for as separate performance obligations at the outset of the arrangement.

Customer Options: Customer options are evaluated at contract inception to determine whether those options provide a material right (i.e., an optional good or service offered for free or at a discount) to the customer. If the customer

options represent a material right, the material right is treated as a separate performance obligation at the outset of the arrangement. The Company allocates the transaction price to material rights based on the standalone selling price. As a practical alternative to estimating the standalone selling price of a material right when the underlying goods or services are both (i) similar to the original goods or services in the contract and (ii) provided in accordance with the terms of the original contract, the Company allocates the total amount of consideration expected to be received from the customer to the total goods or services expected to be provided to the customer. Amounts allocated to any material right are recognized as revenue when or as the related future goods or services are transferred or when the option expires.

Research and Development

Research and development costs are charged to expense as incurred. These costs include, but are not limited to, employee-related expenses, including salaries, benefits and travel of the Company’s research and development personnel; expenses incurred under agreements with contract research organizations and investigative sites that conduct clinical and preclinical studies and for the drug product for the clinical studies and preclinical activities; facilities; supplies; rent, insurance, certain legal fees, share-based compensation, depreciation and other costs associated with clinical and preclinical activities and regulatory operations. Research funding under collaboration agreements and refundable research and development credits / tax credits are recorded as an offset to these costs.

Costs for certain development activities, such as Company funded outside research programs, are recognized based on an evaluation of the progress to completion of specific tasks with respect to their actual costs incurred. Payments for these activities are based on the terms of the individual arrangements, which may differ from the pattern of costs incurred, and are reflected in the condensed consolidated financial statements as prepaid or accrued research and development expenses, as the case may be.

Treasury Shares

The Company accounts for treasury shares under the cost method. Treasury shares represent the Company’s ordinary shares that have been issued and subsequently reacquired by the Company. The shares are recorded at cost as a reduction of shareholders’ equity in the condensed consolidated balance sheets.

Treasury shares are held by the Company and may be reissued in the future; accordingly, they are not retired or cancelled upon repurchase.

Net Income (Loss) per Ordinary Share

Basic net income (loss) per ordinary share is computed by dividing net income (loss) attributable to ordinary shareholders by the weighted average number of the Company’s ordinary shares assumed to be outstanding during the period of computation. Diluted net income (loss) per ordinary share is computed by dividing net income (loss) attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period, adjusted to give effect to potentially dilutive ordinary shares outstanding during the period using the treasury stock method. Potentially dilutive ordinary shares consist primarily of share options, restricted share units, and warrants. These securities are included in the computation of diluted net income per ordinary share when their effect is dilutive. Potentially dilutive securities are excluded from the computation of diluted earnings per ordinary share if their effect would be anti-dilutive. For periods in which the Company reports a net loss, all potentially dilutive ordinary shares are excluded from the computation of diluted net loss per ordinary share because their inclusion would be anti-dilutive. As a result, basic and diluted net loss per ordinary share are the same for such periods.

Segment Information

Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker (“CODM”), or decision-making group, in deciding how to allocate resources in assessing performance. The Company hasone reportable and operating segment, which is the development and manufacturing of genetic medicines, for purposes of reporting financial condition and results of operations. The Company’s CODM is the chief executive officer.

The accounting policies of its segment are the same as those described in the summary of significant accounting policies. The CODM allocates resources and assesses performance of the Company’s single reportable segment by regularly reviewing the segment net income (loss) that also is reported on the condensed consolidated statements of operations and comprehensive income (loss) as net income (loss).

The following table sets forth information about the Company’s single reportable segment and the significant expenses reviewed by the CODM, including a reconciliation to net income (loss) (in thousands):

1 Other research and development is comprised of all other costs including payroll and payroll related costs, travel, rent and facilities costs and other non-program specific expenses.

2 Other segment items is comprised of foreign currency (loss) gain, interest income, interest expense, income tax expense, loss on derivative liability and loss on equity method investee.

The Company’s service revenue – related party and service revenue were generated in the United Kingdom and the Company’s license revenue – related party was generated in the United States.

The following table summarizes long-lived assets by geographical area (in thousands):

Non-Controlling Interests

Non-controlling interests are classified as a separate component of equity in the condensed consolidated balance sheets and condensed consolidated statement of shareholders’ equity. Additionally, net income (loss) and comprehensive income (loss) attributable to non-controlling interests are reflected separately from net income (loss) and comprehensive income (loss) on the condensed consolidated statements of operations and comprehensive income (loss) and condensed consolidated statement of shareholders’ equity. Any change in ownership of a subsidiary while the controlling financial interest is retained is accounted for as an equity transaction between the controlling and non-controlling interests. Losses continue to be attributed to the non-controlling interests, even when the non-controlling interests' basis has been reduced to zero.

Accounting Pronouncements Adopted

Effective January 1, 2026, the Company adopted ASU 2025-05,Financial Instrument – Credit Losses (ASC 326):Measurement of Credit Losses for Accounts Receivable and Contract Assets, which provides targeted improvements to the accounting for credit losses. The adoption of this standard did not have a material impact on the Company’s condensed consolidated financial statements or related disclosures.

In September 2025, the FASB issued ASU 2025-07,Derivatives and Hedging (ASC 815) and Revenue from Contracts with Customers (ASC 606): Derivative Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract, which refines the scope of ASC 815 by clarifying which contracts are subject to derivative accounting and expands the scope exception for certain contracts not traded on an exchange to include contracts for which settlement is based on operations or activities specific to one of the parties to the contract. The guidance also provides clarification under ASC 606 for share-based payments from a customer in a revenue contract. The adoption of this standard did not have a material impact on the Company’s condensed consolidated financial statements or related disclosures.

Recent Accounting Pronouncements Not Yet Adopted

In November 2024, the FASB issued ASU 2024-03,Income Statement: Reporting Comprehensive Income: Expense Disaggregation Disclosures (Subtopic 220-40), which requires public business entities to disclose additional information about specific expense categories in the notes to financial statements at interim and annual reporting periods. In January 2025, the FASB issued ASU 2025-01,Clarifying the Effective Date, which revised the effective date of ASU 2024-03 for interim periods. The guidance is effective for annual periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. The Company is currently assessing the impact of ASU 2024-03 and ASU 2025-01 on its condensed consolidated financial statements.

In December 2025, the FASB issued ASU 2025-10,Government Grants (ASC 832): Accounting for Government Grants Received by Business Entities. This update establishes guidance on the recognition, measurement, and presentation of government grants received by business entities. The new guidance leverages the principles in the accounting framework for government assistance in International Accounting Standard 20,Accounting for Government Grants and Disclosure of Government Assistance. The guidance is effective for interim periods within annual reporting periods beginning after December 15, 2028. Early adoption is permitted. The Company is currently evaluating the impact of ASU 2025-10 on its condensed consolidated financial statements and related disclosures.

In December 2025, the FASB issued ASU 2025-11,Interim Reporting (ASC 270) Narrow-Scope Improvements. This update clarifies interim disclosure requirements, including providing a comprehensive list of interim disclosure requirements under GAAP and a disclosure principle that requires entities to disclose events since the last annual reporting period that have a material impact on the entity. The guidance is effective for interim periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company does not expect any significant impact on its financial condition or results of operations upon adoption.

In December 2025, the FASB issued ASU 2025-12,Codification Improvements, to update, correct, clarify and otherwise improve GAAP. The guidance is effective for annual reporting periods beginning after December 15, 2026, and for interim periods within those annual reporting periods. Early adoption is permitted as of the beginning of an annual reporting period and adoption can be applied prospectively or retrospectively, as well as on an issue-by-issue basis. The Company does not expect any significant impact on its financial condition or results of operations upon adoption.

3. Equity Method and Other Investments

The Company’s investments consist of the following (in thousands):

On April 20, 2026, the Company completed the initial closing of its strategic collaboration with Hologen and recognized a 39% equity interest in Reogen. The Company accounts for its investment in Reogen under the equity method of accounting because it has the ability to exercise significant influence over Reogen’s operating and financial policies but does not control the entity. As part of the accounting for the strategic collaboration arrangement, the initial carrying amount of the investment was measured based on the fair value of the underlying 39% equity interest acquired. Thereafter, the carrying amount of the investment is adjusted to recognize the Company’s proportionate share of Reogen’s net income or loss and other comprehensive income or loss. As of June 30, 2026, the carrying amount of the Company’s investment in Reogen was $26.3 million. During the three and six months ended June 30, 2026, the Company recognized a loss of $71.9 million under the equity method of accounting, representing its proportionate share of Reogen’s operating results associated with the acquired in-process research

and development assets relating to the Clinical Programs and the Delivery Device, as well as Reogen’s ongoing research and development activities.

Below is the summarized financial information of Reogen for the period between April 20, 2026 and June 30, 2026 (in thousands):

In connection with the strategic collaboration, the Company acquired an aggregate of 500,000 ordinary shares of Hologen, representing an ownership interest of approximately 3%. The investment is accounted for as an equity investment in accordance with ASC 321,Investments – Equity Securities. As part of the accounting for the strategic collaboration arrangement, the investment was initially recognized based on the fair value assigned to the underlying equity interest acquired. Because Hologen is a privately held company without a readily determinable fair value and has multiple classes of shares with differing economic rights and preferences, the fair value assigned to the Company's investment reflects the rights and characteristics of the specific ordinary shares acquired. Subsequently, the investment is measured using the measurement alternative under ASC 321, at cost, less impairment, if any, adjusted for observable price changes in orderly transactions for an identical or similar investment of the same issuer. As of June 30, 2026, the carrying amount of the Company’s investment in Hologen was $6.8 million. Accordingly, the carrying amount of the investment should not be used to infer the overall equity value of Hologen or the value of other classes of Hologen shares.

4. Accrued Expenses

Accrued expenses for the periods presented are comprised of the following (in thousands):

The Company recognizes certain financial instruments arising from financing and strategic collaboration arrangements. These instruments are measured either at fair value on a recurring basis or in accordance with their applicable accounting guidance. Depending on changes in fair value, these instruments may be presented as either assets or liabilities in the accompanying condensed consolidated balance sheets.

Financial instruments for the periods presented are comprised of the following (in thousands):

As described in Note 1, the Company recognized a contingent forward instrument related to its obligation to issue additional MeiraGTx Manufacturing shares upon Hologen's payment of the additional funding commitment, and an option instrument related to Hologen's contractual right to increase its ownership interest in MeiraGTx Manufacturing. These instruments are measured at fair value on a recurring basis using a Monte Carlo simulation model and are classified within Level 3 of the fair value hierarchy due to the use of significant unobservable inputs. Changes in fair value are recognized in earnings in the period in which they occur. As of June 30, 2026, the contingent forward instrument and option instrument were presented within other current assets and other current liabilities, respectively, in the accompanying condensed consolidated balance sheets based on their respective fair values at the reporting date.

The Company also has a derivative liability associated with the Right and Offering Participation granted under the Securities Purchase Agreement entered into with the Purchasers (as such capitalized terms are defined in, and such transactions are described in, Note 12). The instrument is classified as a liability because it may require settlement through the issuance of a variable number of the Company’s ordinary shares for a fixed monetary amount and is accounted for at fair value on a recurring basis. The derivative liability is classified within Level 3 of the fair value hierarchy as its valuation incorporates significant unobservable inputs, and changes in fair value are recognized in earnings in the period in which they occur. As of June 30, 2026, the derivative liability was presented within other current liabilities in the accompanying condensed consolidated balance sheets based on their respective fair values at the reporting date.

6. Share-Based Compensation

Equity Incentive Plans

The Company’s 2018 Incentive Award Plan (the “2018 Plan”) and 2016 Equity Incentive Plan (the “2016 Plan”) were adopted by the Company’s board of directors and shareholders. Under the 2018 Plan and the 2016 Plan, the Company has granted share options and restricted share units (“RSUs”) to selected officers, employees, non-employee members of the board of directors and non-employee consultants. Upon the adoption of the 2018 Plan, the Company ceased issuing awards under the 2016 Plan.

In June 2026, the Board approved the 2026 Employment Inducement Award Plan (the “2026 Plan”, and together with the 2018 Plan and the 2016 Plan, the “Plans”) to make equity awards to newly hired employees as a material inducement to employment in accordance with Nasdaq Rule 5635(c)(4).

The Company’s board of directors or a committee thereof administers the Plans.

Options

A summary of the Company’s share option activity related to employees, non-employee members of the board of directors and non-employee consultants as of December 31, 2025 and for the six-month period ended June 30, 2026 is as follows (in thousands, except share and per share amounts):

Options granted under the Plans have a maximum contractual term often years. Options granted generally vest 25% on the first anniversary of the date of grant and the balance ratably over the next 36 months. Options granted to directors when they join the board generally vest in 36 equal monthly installments following the date of grant, and annual options granted to directors generally vest on the earlier of the first anniversary of the date of grant or the day before the Company’s annual meeting of shareholders after the date of grant.

The Company recorded the following share-based compensation expense in connection with the options for the three-month and six-month periods ended June 30, 2026 and 2025 (in thousands):

The total fair value of options vested during the three-month periods ended June 30, 2026 and 2025 was $0.8 million and $1.4 million, respectively.

The total fair value of options vested during the six-month periods ended June 30, 2026 and 2025 was $1.5 million and $3.4 million, respectively.

The weighted-average grant date fair value of options granted during the six-month periods ended June 30, 2026 and 2025 was $6.22 and $3.85 per share, respectively.

As of June 30 2026, the total compensation expense relating to unvested options granted that had not yet been recognized was $4.0 million, which is expected to be realized over a period of 4.0 years. The Company will issue shares upon exercise of options from ordinary shares reserved under the Plans.

Restricted Share Units

A summary of the Company’s RSU activity related to employees, non-employee members of the board of directors and non-employee consultants as of December 31, 2025 and for the six-month period ended June 30, 2026 is as follows:

RSUs granted generally vest 50% on the second anniversary of the date of grant and 25% on the third andfourth anniversaries of the date of grant. Annual RSUs granted to directors generally vest in a single installment on the earliest to occur of the first anniversary of the grant date or the day immediately prior to the date of the next annual meeting of the Company’s shareholders occurring after the date of grant. The RSUs granted to the directors in June 2021 will be paid on or within 30 days after the date a director ceases to serve on the board. For RSUs granted in June 2022 and future years, the directors may annually elect whether to defer the payment of their annual RSU awards under the Deferred Compensation Plan for Non-Employee Directors, which was adopted by the board on December 17, 2021. As of June 30, 2026, there were 722,500 vested shares that have been deferred and are excluded from ordinary shares outstanding. The related share-based compensation expense, which is recognized ratably over the requisite service period, is included in general and administrative and research and development expenses, as applicable, in the condensed consolidated statements of operations and comprehensive income (loss).

The Company recorded the following share-based compensation expense in connection with the RSUs for the three-month and six-month periods ended June 30, 2026 and 2025 (in thousands):

As of June 30, 2026, the total compensation expense relating to unvested RSUs granted that had not yet been recognized was $59.2 million, which is expected to be realized over a period of 4.0 years.

To satisfy employee minimum statutory tax withholding requirements for restricted share units that vest, the Company withholds a portion of the vested ordinary shares. During the six months ended June 30, 2026 and 2025, the Company withheld 798,155 and 405,459 ordinary shares with a total value of $6.0 million and $2.8 million, respectively. These amounts are presented as a cash outflow from financing activities in the accompanying condensed consolidated statement of cash flows.

During the three-month and six-month periods ended June 30, 2026 and 2025, the Company recognized total share-based compensation expense in the accompanying condensed consolidated statements of operations and comprehensive income (loss) as follows (in thousands):

The Company does not expect to realize any tax benefits from its share option activity or the recognition of share-based compensation expense because it maintains a full valuation allowance against its deferred tax assets. While the Company may report taxable income in certain periods as a result of non-recurring transactions, management has concluded that such income is not sufficient positive evidence to overcome the significant negative evidence supporting the valuation allowance. Accordingly, no amounts related to excess tax benefits have been reported in cash flows from operations or cash flows from financing activities for the six-month periods ended June 30, 2026 and 2025.

7. Ordinary Shares

At-the-Market

In December 2023, the Company entered into an“at-the-market” sales agreement with BofA Securities, Inc., or BofA, pursuant to which the Company may sell from time to time, ordinary shares having an aggregate offering price of up to$100.0 million through BofA, acting as the Company’s agent. During the six-month periods ended June 30, 2026 and 2025, the Company raised gross proceeds of$28.2 million and$9.9 million, respectively, through the sale of 3,164,365 and 1,510,300 ordinary shares, respectively, pursuant to an “at-the-market” equity offering program. Under the“at-the-market” equity program which is currently effective and may remain available for the Company to use in the future, the Company may sell up to an additional$48.4 million of ordinary shares. Whether the Company chooses to affect future sales under the“at-the-market” equity offering program will depend on a number of factors, including, among others, market conditions and the trading price of the Company’s ordinary shares relative to other sources of capital.

Equity Financing

On April 17, 2026, the Company completed a registered offering of 11,111,111 ordinary shares at a price of$9.00 per share, resulting in gross proceeds of approximately$100.0 million and net proceeds of$93.2 million, after deducting underwriting discounts, commissions and offering expenses payable by the Company.

Treasury Shares

On December 31, 2025, the Company entered into a share purchase agreement to repurchase 2,300,000 of its ordinary shares from Perceptive Life Sciences Master Fund, Ltd., an affiliate of Perceptive Advisors LLC, at a purchase price of$7.91 per share, for an aggregate purchase price of$18.2 million. The repurchase transaction was completed on January 5, 2026, at which time the Company acquired the shares and recorded them as treasury shares, resulting in a reduction of shareholders’ equity.

8. Earnings Per Share

The following securities are considered to be ordinary share equivalents, but were not included in the computation of diluted net loss per ordinary share for the six-month periods ended June 30, 2026 and 2025 because their effect was anti-dilutive:

9. Income Taxes

The Company recorded an income tax provision for the three and six months ended June 30, 2026, primarily related to income generated in the United States and in the United Kingdom as a result of certain non-recurring transactions completed during the period. The Company’s estimated annual effective tax rate excludes jurisdictions for which a reliable estimate cannot be made due to anticipated losses for which no tax benefit is expected to be recognized.

The Company periodically evaluates the realizability of its deferred tax assets based on all available positive and negative evidence. The realization of deferred tax assets depends on the Company's ability to generate sufficient future taxable income prior to the expiration of the underlying tax attributes. The Company recognized income in the United States and in the United Kingdom during the current period; however, the Company concluded that such income was primarily attributable to non-recurring transactions and does not constitute sufficient positive evidence to support the realization of its deferred taxes. Accordingly, the Company continues to maintain a full valuation allowance against its deferred tax assets (after consideration of deferred tax liabilities related to right-of-use assets and fixed assets) in the United States, United Kingdom, Ireland, France and the Netherlands as of June 30, 2026.

Should the Company determine that it is more likely than not that some or all of its deferred tax assets will be realized in the future, the valuation allowance would be reduced in the period such determination is made, resulting in the recognition of a corresponding income tax benefit.

10. Related-Party Transactions

Relationship with Janssen Pharmaceuticals, Inc.

On December 20, 2023, the Company entered into the Original Asset Purchase Agreement and Supply Agreement with Janssen. The agreements were combined and accounted for as a single contract under ASC 606 because they were negotiated with a single commercial objective. The transaction price was allocated to the identified performance obligations, and revenue was recognized as those performance obligations were satisfied.

On April 15, 2026, the Company entered into the Asset Purchase Agreement with Janssen to reacquire all rights, title and interest in bota-vec and other assets related to the RPGR Product. In connection with this transaction, the Company made an upfront cash payment of $25.0 million to Janssen, and agreed to make certain future milestone and royalty payments tied to regulatory approval and commercial performance. Concurrently, the parties entered into the Termination Agreement that terminated the Original Asset Purchase Agreement, the Supply Agreement and certain other documents related to the Original Asset Purchase Agreement. As a result of the termination, the Company had no remaining performance obligations under the foregoing agreements.

The Company accounted for the reacquisition of bota-vec as an asset acquisition. The total consideration transferred under the Asset Purchase Agreement included a $25.0 million upfront payment and the settlement of the outstanding $3.3 million related party accounts receivable. The consideration was allocated to the reacquired in-process research and development assets, inventory acquired from Janssen and the Transition Services Agreement between MeiraGTx Ocular and Janssen, dated as of the Janssen Closing Date (the “Transition Services Agreement”), based on their relative fair values. Because the reacquired in-process research and development assets had no alternative future use, the portion of the consideration allocated to those assets was recognized as acquired in-process research and development expense during the three and six months ended June 30, 2026. The portion of the consideration allocated to the acquired inventory was recognized as research and development expense as the inventory has no alternative future use and will be consumed in the Company's internal research and development activities. The portion of the upfront payment allocated to the Transition Services Agreement is recognized as expense as the related services are performed.

Accordingly, during the three and six months ended June 30, 2026, the Company recognized the remaining deferred revenue associated with the Original Asset Purchase Agreement and related agreements as service revenue – related party, as the remaining performance obligations were extinguished upon termination of the agreements.

A summary of the deferred revenue – related party is as follows (in thousands):

During the three-month period ended June 30, 2026, the Company recognized related party service revenue of $66.8 million related to the recognition of related party deferred revenue following the termination of the Original Asset Purchase Agreement and related agreements. During the three-month period ended June 30, 2025, the Company recognized related party service revenue of $3.7 million, of which $1.6 million is due to related party deferred revenue recognized as service revenue, based on cumulative progress of PPQ services under the Original Asset Purchase Agreement and related agreements.

During the six-month period ended June 30, 2026, the Company recognized related party service revenue of $67.0 million, of which $66.8 million related to the recognition of related party deferred revenue following the termination of the Original Asset Purchase Agreement and related agreements and $0.1 million related to the recognition of related party deferred revenue based on cumulative progress of PPQ services under the Original Asset Purchase Agreement and related agreements. During the six-month period ended June 30, 2025, the Company recognized $5.6 million of related party service revenue, inclusive of the $2.3 million of related party deferred revenue recognized as related party service revenue, based on cumulative progress of PPQ services under the Original Asset Purchase Agreement and related agreements.

Relationship with Hologen

During the second quarter of 2026, the Company and Hologen and their affiliates completed the initial closing of the strategic collaboration and entered into amendments to the framework agreements to facilitate the initial funding and investment structure. As part of the initial closing, the parties entered into the Hologen Collaboration Agreement for the development, manufacturing and commercialization of the Clinical Programs and the Delivery Device, completed Hologen’s initial investment in MeiraGTx Manufacturing, and agreed to the related equity arrangements providing for Hologen’s potential acquisition of additional equity interests in MeiraGTx Manufacturing in the future.

The agreements entered into with Hologen and its affiliates were negotiated as interdependent elements of the overall strategic collaboration and were intended to achieve a single commercial objective. Although executed on different dates, the agreements were evaluated collectively based on their interrelationship and economic substance. Accordingly, the agreements were combined and accounted for as a single contract. As part of the accounting for the combined contract, the Company first identified the financial assets, financial liabilities and equity transactions arising from the agreements, including its investments in Reogen and Hologen, its sale of a non-controlling interest in MeiraGTx Manufacturing to Hologen, and the related equity contracts, and accounted for those elements at fair value. The residual consideration attributable to the revenue contract, including cash and non-cash consideration, was then accounted for in accordance with ASC 606. The resulting transaction price was allocated to the identified performance obligations, including the transfer of the licenses to the Clinical Programs and the Delivery Device, development services, transition services and other contractual obligations, based on their relative standalone selling prices. Revenue has been recognized as the related performance obligations are satisfied. As of June 30, 2026, the aggregate transaction price allocated to unsatisfied performance obligations was $16.2 million.

In connection with the contractual share repurchase provisions under the Hologen collaboration arrangements, the Company also recognized a refund liability of $7.3 million representing its obligation to transfer a specified number of Reogen shares to Hologen. In accordance with ASC 606, the refund liability was initially measured based on the fair value of the specified number of Reogen shares at the transaction date and is presented within other current

liabilities in the accompanying condensed consolidated balance sheets. The refund liability will be derecognized upon settlement of the contractual share transfer.

As part of the arrangement, the Company recognized license revenue related to the transfer of the licenses to the Clinical Programs and the Delivery Device in accordance with its accounting policy. In addition, a portion of the transaction consideration was allocated to future development services and transition services associated with the Clinical Programs and the Delivery Device. Accordingly, the Company recorded related party deferred revenue representing the unsatisfied performance obligations for the development and transition services, which will be recognized as the related performance obligations are satisfied over the expected service period.

During the three and six months ended June 30, 2026, the Company recognized license revenue – related party of $204.6 million related to the licenses of the Clinical Programs and the Delivery Device and $37.9 million of service revenue – related party associated with development and transition services provided to Reogen. As of June 30, 2026, the Company has invoiced Reogen for $12.9 million for the development and transition services and recognized a related party unbilled receivable of $24.4 million, representing revenue recognized in excess of amounts billed under the Hologen Collaboration Agreement. As of June 30, 2026, the remaining deferred revenue balance related to the Hologen Collaboration Agreement was $16.2 million, with $5.1 million of this balance expected to be recognized as revenue within the next 12 months as the related services are performed, with the remainder expected to be recognized intwo tothree years as the remaining performance obligations are satisfied.

A summary of the deferred revenue – related party is as follows (in thousands):

Debt Financing

On August 2, 2022 the Company, as borrower, and MeiraGTx UK II and MeiraGTx Ireland, as guarantors (the “Subsidiary Guarantors”), entered into a senior secured financing arrangement (the “Financing Agreement”) by and among the Company, the Subsidiary Guarantors, the lenders and other parties from time to time party thereto and Perceptive Credit Holdings III, LP, as administrative agent and lender (“Perceptive”). On December 19, 2022, the Financing Agreement was converted to a notes purchase agreement and guaranty (the “Notes Purchase Agreement”) between the same parties and under substantially the same terms and conditions as the Financing Agreement, subject to certain customary note constitution terms. Pursuant to an amendment to the Notes Purchase Agreement entered into on March 25, 2026, the maturity date of the Notes Purchase Agreement was extended from August 2, 2026 to May 2, 2027 and the Company agreed to redeem a portion of the outstanding principal amount of the Tranche 1 Notes equal to$25.0 million on or before June 30, 2026. The parties also agreed to amend the warrants further described in Note 12 to change the exercise price to$8.00 per share. Pursuant to another amendment to the Notes Purchase Agreement entered into on May 12, 2026, the maturity date of the Notes Purchase Agreement was extended from May 2, 2027 to July 1, 2027. During the three months ended June 30, 2026, the Company voluntarily prepaid all outstanding principal and accrued interest under the Notes Purchase Agreement, resulting in the full repayment and termination of such agreement. In connection with the repayment, the Company recognized a loss on extinguishment of debt of$0.3 million related to the write-off of unamortized debt issuance costs. Refer to the discussion in Note 12 for further information related to the accounting for the debt financing. Perceptive Advisors LLC, an affiliate of Perceptive, is a greater than 10% holder of the ordinary shares of the Company. Additionally, Ellen Hukkelhoven, Ph.D., a director of the Company, is an employee of Perceptive Advisors LLC.

Share Repurchase

On December 31, 2025, the Company entered into a share purchase agreement to repurchase 2,300,000 of its ordinary shares from Perceptive Life Sciences Master Fund, Ltd., an affiliate of Perceptive Advisors LLC, at a purchase price of $7.91 per share, for an aggregate purchase price of $18.2 million. The repurchase transaction was completed on

January 5, 2026, at which time the Company acquired the shares and recorded them as treasury shares, resulting in a reduction of shareholders’ equity.

11. Leases

The Company has commitments under operating leases for laboratory, warehouse, clinical trial sites and office space. The Company also has finance leases for manufacturing space and office equipment. The Company’s leases have initial lease terms ranging from 1.5 years to 191 years. Certain lease agreements contain provisions for future rent increases. Payments due under the lease contracts include fixed payments.

Total rent expense under these leases was $0.8 million and $1.3 million for the three-month periods ended June 30, 2026 and 2025, respectively.

Total rent expense under these leases was $2.1 million and $2.5 million for the six-month periods ended June 30, 2026 and 2025, respectively.

There wereno new leases recognized during the six-month periods ended June 30, 2026 and 2025.

During the three months ended March 31, 2025, the Company determined that it was reasonably certain to exercise its early termination option on an operating lease for laboratory and office space, resulting in a remeasurement of the right-of-use asset and lease liability reflected in the accompanying condensed consolidated balance sheets.

The components of lease cost for the three-month and six-month periods ended June 30, 2026 and 2025 are as follows (in thousands):

Amounts reported in the condensed consolidated balance sheets for leases where the Company is the lessee as of June 30, 2026 and December 31, 2025 were as follows (in thousands):

Other information related to leases for the three-month and six-month periods ended June 30, 2026 and 2025 are as follows (in thousands):

Future minimum lease payments under non-cancellable leases as of June 30, 2026 are as follows (in thousands):

12. Debt Financing

Notes Purchase Agreement

On August 2, 2022, the Company and the Subsidiary Guarantors entered into the Financing Agreement with Perceptive, which was converted on December 19, 2022 into a Notes Purchase Agreement on substantially the same economic terms and conditions as the Financing Agreement, subject to certain customary note constitution provisions. The Notes Purchase Agreement provided for an initial issuance of $75.0 million of senior secured notes.

During the six months ended June 30, 2026, the Notes Purchase Agreement was amended to extend its maturity date to July 1, 2027 and to require the repayment of $25.0 million of the outstanding principal on or before June 30, 2026. Outstanding borrowings bore interest at a variable annual rate equal to 10.0% plusone-month secured overnight financing rate, subject to a 1.0% floor. The effective interest rate was 13.67% on June 30, 2026.

On June 30, 2026, the Company voluntarily repaid all outstanding principal and accrued interest under the Notes Purchase Agreement, resulting in the full repayment and termination of such agreement. No early redemption fee was incurred. Upon termination, all collateral securing the outstanding debt, including the Company’s manufacturing facilities in London, United Kingdom and Shannon, Ireland, certain cash balances, the bank accounts of the subsidiary guarantors, and the equity interests of the Subsidiary Guarantors, together with the related security interests and covenants, were released.

During the three months ended June 30, 2026 and 2025, the Company recognized interest expense of $2.6 million and $2.7 million, respectively. During the six months ended June 30, 2026 and 2025, interest expense was $5.2 million and $5.4 million, respectively.

Debt issuance costs, including lender fees and legal costs, were recorded as a discount to the Notes Purchase Agreement and amortized to interest expense over the expected term of the facility using the effective interest method. At June 30, 2026, the remaining unamortized discount of $0.3 million was written off to interest expense in connection with the repayment and termination of the Notes Purchase Agreement.

In connection with entering into the Financing Agreement, the Company granted warrants to Perceptive to purchase up to (i)400,000 ordinary shares of the Company at an exercise price of $15.00 per share and (ii)300,000 ordinary shares of the Company at an exercise price of $20.00 per share. Pursuant to an amendment entered into on March 25, 2026, the warrants were amended to change the exercise price to $8.00 per share. The warrants are exercisable immediately and expire on August 2, 2027.

Royalty Note Purchase Agreement

On June 30, 2026, MeiraGTx, LLC, as issuer, and MeiraGTx Holdings and certain of its subsidiaries entered into a Royalty Note Purchase Agreement (the “Royalty Note Purchase Agreement”) with Maverick SA LLC (an affiliate of funds managed by Oberland Capital) as purchaser agent, and certain purchasers (“Purchasers”), pursuant to which the Purchasers purchased an aggregate of $100.0 million of senior secured royalty notes (“Royalty Notes”).

Each Purchaser agreed to purchase additional Royalty Notes, subject to the satisfaction of certain conditions and prior to the applicable funding deadline for each purchase tranche. The Purchasers’ funding commitments remain available until the earliest of the applicable funding deadline for each purchase tranche or the occurrence of certain specified termination events, including a change of control, repayment or maturity of the outstanding balance, termination of the commitments in accordance with the Royalty Note Purchase Agreement, or the end of the revenue payment period. The additional purchase commitments are as follows:

The Purchasers will be entitled to receive capped payments (the “Revenue Payments”) equal to 1.95% of the global net sales (“Net Sales”) of the Company’s gene therapy product candidates AAV-AIPL1, AAV-hAQP1 and bota-vec (the “Included Products”), which may increase pro rata upon the making of any Purchase subsequent to the aggregate purchases of $125 million in Royalty Notes, and may decrease pro rata upon any voluntary partial repurchase at any time of the Royalty Notes, in each case subject to the applicable cap. If the aggregate amount of Revenue Payments, any milestone payment the Company makes under the Royalty Note Purchase Agreement and voluntary repurchase amounts made by the Company to the Purchasers pursuant to the Royalty Note Purchase Agreement as of December 31, 2031 (the “Test Date”) equals or exceeds the amount of the aggregate purchase price for the Royalty Notes paid by the Purchasers (the “Total Funded Amount”) to the Company pursuant to the Royalty Note Purchase Agreement (the “Test Date Condition”), the then-applicable percentage of Net Sales payable as Revenue Payments will automatically decrease by a percentage specified in the Royalty Note Purchase Agreement for all subsequent years, subject to the applicable cap. If the Test Date Condition is not satisfied by the Test Date of December 31, 2031, the then-applicable percentage of Net Sales payable as Revenue Payments may increase for all subsequent years, subject to the applicable cap, to a rate that would have provided the Purchasers with 100% of the Total Funded Amount as of the Test Date had such rate applied from the date of the First Purchase through and including the Test Date. The capped Revenue Payments will become payable to the Purchasers on a quarterly basis after marketing approval is received for each Included Product.

The Purchasers have an option to terminate the Royalty Note Purchase Agreement and to require the Company to repurchase the Royalty Notes in full for an amount equal to the Total Funded amount plus an agreed capped multiple upon certain enumerated events of default.

Non-refundable milestone payments, all subject to the applicable cap, are due after the first marketing approval by the FDA, EMA or UK Medicines and Healthcare Products Agency of any product, and increase by an additional amount if the Third Purchase is funded. The repayment amount is due on the maturity date of June 30, 2036 or earlier acceleration for an event of default or change of control. Interest shall accrue on all past due payments immediately upon the occurrence and during the continuance of an event of default.

The Company’s obligations under the Royalty Note Purchase Agreement are guaranteed by the Company and certain of its subsidiaries and is secured by the Company’s and certain of its subsidiaries’ cash, equity interests, receivables, property, plant and equipment and specific assets related to the Included Products.

The Royalty Note Purchase Agreement contains features that affect the amount and timing of future cash flows. The Company elected the fair value option for the entire instrument upon initial recognition. Accordingly, the liability is measured at fair value on a recurring basis, with changes in fair value recognized on the condensed consolidated statements of operations and comprehensive income (loss). The fair value of the liability is determined using valuation techniques that incorporate significant unobservable inputs and is classified as a Level 3 fair value measurement.

On June 30, 2026, the Company also entered into a Securities Purchase Agreement (“Securities Purchase Agreement”) with the same Purchasers that purchased the Royalty Notes. Under the Securities Purchase Agreement, the Purchasers purchased an aggregate of 950,750 shares on July 17, 2026 at a price per ordinary share of $10.52, which was the volume-weighted average price per share for the 30 trading days prior to signing of the Securities

Purchase Agreement, for aggregate proceeds of $10.0 million. The Company also granted the Purchasers (i) the right (“Right”) to purchase a number of ordinary shares (“Right Shares”) at a price per share as set forth in the Securities Purchase Agreement and (ii) an opportunity to participate in future financings at the same price and on the same terms as those offered to other participants in the offering (“Offering Participation”). The total Right and Offering Participation amount by all Purchasers may not exceed an aggregate of $15.0 million (Note 5).

13. Commitments and Contingencies

The Company has filed claims for research and development tax credits in Ireland for the 2023 and 2024 fiscal years. The total potential benefit associated with the filed claims is approximately$7.3 million. These claims are currently under review by the Irish tax authorities. As this represents the Company’s first time claiming such credits in Ireland, and the ultimate approval, timing, and amount of any refund remains uncertain, the Company has not recognized a receivable or related income as of June 30, 2026. Any amounts ultimately approved and received will be recognized in the period in which realization becomes probable and reasonably estimable.