Silence Therapeutics plc
For the period ended Dec 31, 2025. Filed Mar 5, 2026.
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FY2025 · Filed Mar 5, 2026
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Item 15. Exhibits and Financial Statement Schedules
(a) Documents filed as part of Form 10-K.
(1) Financial Statements
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets
Consolidated Statements of Income (Loss)
Consolidated Statements of Comprehensive Income (Loss)
Consolidated Statements of Changes in Equity
Consolidated Statements of Cash Flows
Notes to the Consolidated Financial Statements
(2) Schedules
Schedules have been omitted as all required information has been disclosed in the financial statements and related footnotes.
(3) Exhibits
The following exhibits are filed as part of this Annual Report on Form 10-K or are incorporated herein by reference.
| Incorporated by Reference to Filings Indicated | |||||
|---|---|---|---|---|---|
| ExhibitNumber · Exhibit Description · Form · File No. · ExhibitNo. · FilingDate · Filed/FurnishedHerewith | |||||
| 3.1 | Amended and Restated Articles of Association | 10-Q | 001-39487 | 3.1 | 8/7/2025 |
| 4.1+ | Deposit Agreement, by and among the registrant and The Bank of New York Mellon and the Owners and Holders of American Depositary Shares, dated September 4, 2020 | F-1 | 333-254021 | 4.1 | 3/9/2021 |
| 4.2 | Form of American Depositary Receipt (included in Exhibit 4.1) | F-1 | 333-254021 | 4.2 | 3/9/2021 |
| 4.3 | Description of Share Capital and Articles of Association | 10-K | 001-39487 | 4.3 | 2/27/2025 |
| 4.4 | Description of American Depositary Shares | 20-F | 001-39487 | 2.4 | 3/15/2023 |
| 10.1# | Silence Therapeutics plc 2018 Long-Term Incentive Plan | S-8 | 333-273576 | 99.2 | 8/1/2023 |
| 10.2# | Silence Therapeutics plc 2018 Non-Employee Long-Term Incentive Plan | S-8 | 333-273576 | 99.3 | 8/1/2023 |
| 10.3# | Employee U.S. Sub-Plan under the 2018 Employee Long-Term Incentive Plan | F-1 | 333-248203 | 10.3 | 8/20/2020 |
| 10.4# | Non-Employee U.S. Sub-Plan under the 2018 Non-Employee Long-Term Incentive Plan | F-1 | 333-248203 | 10.4 | 8/20/2020 |
| 10.5†+ | Research Collaboration, Option and License Agreement, by and between the registrant and AstraZeneca AB, dated March 24, 2020 | F-1 | 333-248203 | 10.6 | 8/20/2020 |
| 10.6†+ | Exclusive Research Collaboration, Option and License Agreement by and between the registrant and Hansoh (Shanghai) Healthtech Co., Ltd. and Jiangsu Hansoh Pharmaceutical Group Company Limited, dated October 14, 2021 | 20-F | 001-39487 | 4.7 | 3/15/2023 |
| 10.7 | Form of Deed of Indemnity between the registrant and its directors | F-1 | 333-248203 | 10.7 | 8/20/2020 |
| 10.8 | Form of Deed of Indemnity between the registrant and its executive officers | F-1 | 333-248203 | 10.8 | 8/20/2020 | |
| 10.9 | 2023 Equity Incentive Plan with Non-Employee Sub-Plan and CSOP Plan | 20-F | 001-39487 | 4.10 | 3/13/2024 | |
| 10.10 | Open Market Sale AgreementSM by and between the Registrant and Jefferies LLC (incorporated by reference to Exhibit 1.1 to the Registration Statement on Form F-3 (File No. 333-260265) filed with the Commission on October 15, 2021) | F-3 | 333-260265 | 1.1 | 10/15/2021 | |
| 10.11 | Registration Rights Agreement, dated as of February 2, 2024, by and among the Registrant and the investors named in the Securities Purchase Agreement | 6-K | 001-39487 | 99.2 | 02/05/2024 | |
| 10.12 | Employment Agreement, dated as of March 5, 2022, by and between the Registrant and Craig Tooman | 10-K/A | 001-39487 | 10.13 | 4/30/2025 | |
| 10.13 | Employment Agreement, dated as of March 8, 2022, by and between the Registrant and Rhonda Hellums | 10-K/A | 001-39487 | 10.14 | 4/30/2025 | |
| 10.14 | Employment Agreement, dated as of March 9, 2023, by and between the Registrant and Steven Romano | 10-K/A | 001-39487 | 10.15 | 4/30/2025 | |
| 10.15 | Addendum to Letter of Appointment as Chairman to Iain Ross, dated December 14, 2025 | X | ||||
| 19.1 | Insider Trading Policy | 10-K | 001-39487 | 19.1 | 2/27/2025 | |
| 21.1 | Subsidiaries of the Registrant | F-1 | 333-248203 | 21.1 | 8/20/2020 | |
| 23.1 | Consent of PricewaterhouseCoopers LLP | X | ||||
| 24.1 | Power of Attorney (incorporated by reference to the signature pages of this Annual Report on Form 10-K). | X | ||||
| 31.1 | Certification by the Principal Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X | ||||
| 31.2 | Certification by the Principal Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X | ||||
| 32.1* | Certification by the Principal Executive Officer and the Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | X | ||||
| 97.1 | Silence Therapeutics plc Compensation Clawback Policy | 20-F | 001-39487 | 97.1 | 3/13/2024 | |
| 101.INS | Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. | X | ||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema with Embedded Linkbase Documents | X | ||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | X | ||||
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