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GH Research PLC

For the period ended Dec 31, 2025. Filed Mar 5, 2026.

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About this filing

The yearly report of a company based outside the US. It covers much of what a 10-K does, and may follow accounting rules other than US ones.

FY2025 · Filed Mar 5, 2026

GHRS$18.61+0.9%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

(Mark One)

☐REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

For the fiscal year ended December 31, 2025

OR

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☐SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number:001-40530

GH Research PLC

(Exact name of Registrant as specified in its charter)

Ireland

(Jurisdiction of incorporation or organization)

Joshua Dawson House

Dawson Street

Dublin 2

D02 RY95

Ireland

(Address of principal executive offices)

Velichka Valcheva, MD, MSc

Chief Executive Officer

Joshua Dawson House

Dawson Street

Dublin 2

D02 RY95

Ireland

+353 1 437 8334

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Copies to:

Deanna L. Kirkpatrick

Yasin Keshvargar

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, NY 10017

(212) 450-4000

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each classTrading SymbolName of each exchange on which registered
Ordinary shares, nominal value $0.025 per shareGHRSThe Nasdaq Stock Market LLC

Securities registered or to be registered pursuant to Section 12(g) of the Act:

None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

Title of ClassNumber of Shares Outstanding
Ordinary shares62,029,395

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☐No ☒

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Yes ☐No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter during the preceding 12 months (or for such shorter period that the registrant was required to submit such files):

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or an emerging growth company. See definition of “large accelerated filer”, “accelerated filer”, and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer ☐Accelerated Filer ☒Non-accelerated Filer ☐
Emerging Growth Company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards † provided pursuant to Section 13(a) of the Exchange Act.☐

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

☐U.S. GAAP
☒International Financial Reporting Standards as issued by the International Accounting Standards Board
☐Other

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

☐ Item 17 ☐ Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes☐ No ☒

TABLE OF CONTENTS

Presentation of Financial and Other Informationiii
Cautionary Statement Regarding Forward-Looking Statementsiii
Service of Process and Enforcement of Liabilitiesvi
PART I1
ITEM 1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS1
A.Directors and Senior Management1
B.Advisors1
C.Auditors1
ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE1
A.Offer Statistics1
B.Method And Expected Timetable1
ITEM 3.KEY INFORMATION1
A.[Reserved]1
B.Capitalization and Indebtedness1
C.Reasons for the Offer and Use of Proceeds1
D.Risk Factors1
ITEM 4.INFORMATION ON THE COMPANY83
ITEM 4A.UNRESOLVED STAFF COMMENTS126
ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS126
A.Operating Results126
B.Liquidity and Capital Resources133
C.Research and Development, Patents and Licenses, etc.136
D.Trend Information136
E.Critical Accounting Estimates136
ITEM 6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES136
A.Directors and Senior Management136
B.Compensation138
C.Board Practices140
D.Employees142
E.Share Ownership142
F.Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation142
ITEM 7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS142
A.Major Shareholders142
B.Related Party Transactions144
C.Interests of Experts and Counsel144
ITEM 8.FINANCIAL INFORMATION145
A.Consolidated Statements and Other Financial Information145
B.Significant Changes145
ITEM 9.THE OFFER AND LISTING145
A.Offer and Listing Details145
B.Plan of Distribution145
C.Markets146
D.Selling Shareholders146
E.Dilution146
F.Expenses of the Issue146
ITEM 10.ADDITIONAL INFORMATION146
A.Share Capital146
B.Memorandum and Articles of Association146
C.Material Contracts146
D.Exchange Controls146
E.Taxation147
F.Dividends and Paying Agents154
G.Statement by Experts154
H.Documents on Display154

i

I.Subsidiary Information155
ITEM 11.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK155
ITEM 12.DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES156
A.Debt Securities156
B.Warrants and Rights156
C.Other Securities156
D.American Depositary Shares156
PART II156
ITEM 13.DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES156
ITEM 14.MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS156
ITEM 15.CONTROLS AND PROCEDURES156
A.Disclosure Controls and Procedures156
C.Attestation Report of the Registered Public Accounting Firm157
D.Changes in Internal Control Over Financial Reporting157
ITEM 16.[RESERVED]157
A.Audit Committee Financial Expert157
B.Code Of Ethics157
C.Principal Accountant Fees And Services158
D.Exemptions From The Listing Standards For Audit Committees158
E.Purchases Of Equity Securities By The Issuer And Affiliated Purchasers158
F.Change In Registrant’s Certifying Accountant158
G.Corporate Governance158
H.Mine Safety Disclosure159
I.Disclosure Regarding Foreign Jurisdictions That Prevent Inspections159
J.Insider Trading Policies159
K.Cybersecurity160
PART III161
ITEM 17.FINANCIAL STATEMENTS161
ITEM 18.FINANCIAL STATEMENTS161
ITEM 19.EXHIBITS161
Signatures163
Index to Financial StatementsF-1

ii

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.