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KAMADA LTD

For the period ended Dec 31, 2025. Filed Mar 11, 2026.

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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 11, 2026

KMDA$7.23+5.2%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

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

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

Date of event requiring this shell company report: Not applicable

For the transition period from ____ to _____

Commission file number 001-35948

(Exact name of registrant as specified in its charter)

N/A

(Translation of Registrant’s name into English)

State of Israel

(Jurisdiction of incorporation or organization)

2 Holzman St.

**Science Park

P.O. Box 4081

Rehovot 7670402

**Israel

**(Address of principal executive offices)

**Amir London, Chief Executive Officer

2 Holzman St., Science Park

**Rehovot 7670402, Israel

+972 8 9406472

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

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, par value NIS 1.00 eachKMDAThe 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.

As of December 31, 2025, the Registrant had 57,686,056 Ordinary Shares outstanding.

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.

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

PART I
Item 1.Identity of Directors, Senior Management and Advisers1
Item 2.Offer Statistics and Expected Timetable1
Item 3.Key Information1
Item 4.Information on the Company53
Item 4A.Unresolved Staff Comments88
Item 5.Operating and Financial Review and Prospects88
Item 6.Directors, Senior Management and Employees108
Item 7.Major Shareholders and Related Party Transactions131
Item 8.Financial Information133
Item 9.The Offer and Listing134
Item 10.Additional Information135
Item 11.Quantitative and Qualitative Disclosures About Market Risk147
Item 12.Description of Securities Other Than Equity Securities148
PART II
Item 13.Defaults, Dividend Arrearages and Delinquencies149
Item 14.Material Modifications to the Rights of Security Holders and Use of Proceeds149
Item 15.Controls and Procedures149
Item 16.[Reserved]149
Item 16A.Audit Committee Financial Expert149
Item 16B.Code of Ethics149
Item 16C.Principal Accountant Fees and Services150
Item 16D.Exemptions from the Listing Standards for Audit Committees150
Item 16E.Purchase of Equity Securities by the Issuer and Affiliated Purchasers150
Item 16F.Change in Registrant’s Certifying Accountant150
Item 16G.Corporate Governance151
Item 16H.Mine Safety Disclosure151
Item 16I.Disclosure Regarding Foreign Jurisdictions That Prevent Inspections151
Item 16J.Insider trading policies152
Item 16K.Cybersecurity152
PART III
Item 17.Financial Statements154
Item 18.Financial Statements154
Item 19.Exhibits155

i

Forward-Looking Statements

In this Annual Report on Form 20-F (this “Annual Report”), unless the context indicates otherwise, references to “NIS” are to the legal currency of Israel, “U.S. dollars,” “$” or “dollars” are to United States dollars, and the terms “we”, “us”, the “Company”, “our company”, “our”, and “Kamada” refer to Kamada Ltd., along with its consolidated subsidiaries.

This Annual Report contains forward-looking statements that relate to future events or our future financial performance, which express the current beliefs and expectations of our management in light of the information currently available to it. Although we believe that these estimates and forward-looking statements are based upon reasonable assumptions, such statements involve a number of known and unknown risks, uncertainties and other factors that could cause our actual future results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements include all statements that are not historical facts and can be identified by words such as, but without limitation, “believe”, “expect”, “anticipate”, “estimate”, “intend”, “plan”, “target”, “likely”, “may”, “will”, “would”, or “could”, or other words, expressions or phrases of similar substance or the negative thereof. We have based these forward-looking statements largely on our management’s current expectations and future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. Forward-looking statements include, but are not limited to, statements about:

●Our expectation that our strategy will drive profitable growth through four primary growth pillars; organic growth of our commercial portfolio; distribution of third-party pharmaceutical products in Israel and the Middle East and North Africa (MENA) region, including the launch of several biosimilar products in Israel; our plasma collection operations; and through merger and acquisition, business development, in-licensing and/or collaboration opportunities;
●our current expectation to generate total revenues for the fiscal year 2026 in the range of $200 million to $205 million and adjusted EBITDA in the range of $50 million to $53 million. The midpoint of the projected 2026 revenue and adjusted EBITDA forecast represents a year-over-year increase of 13% in revenues and 23% in adjusted EBITDA (for details regarding the use of non-IFRS measures, see “Item 5. Operating and Financial Review and Prospects—Non-IFRS Financial Measures”);
●our plan to maintain a dividend policy, and to pay a cash dividend in accordance with the policy on April 6, 2026, based on our announcement on March 11, 2026, of a cash dividend of $0.25 per share (approximately $14.4 million in the aggregate), with a record date (ex-dividend date) of March 23, 2026;
●our belief that a significant portion of our revenues has been, and will continue to be, derived from sales of our Proprietary Products and that KEDRAB, GLASSIA and CYTOGAM will continue to be our three leading products in our existing Proprietary Products portfolio for the foreseeable future;
●our expectation that based on current GLASSIA sales by Takeda and forecasted future growth, we will receive royalties from Takeda in the range of $10 million to $20 million per year for 2026 to 2040;
●our expectation to continue manufacturing HEPAGAM B, VARIZIG and WINRHO SDF at Emergent BioSolutions Inc. (“Emergent”) in the foreseeable future, and our plan to transition the manufacturing of these products to our manufacturing facility in Beit Kama, Israel, which would require certain changes to manufacturing processes, potential amendments to the contract manufacturing agreement with Emergent, and the receipt of required regulatory approvals, and our anticipation that such transition will be completed within four to five years;

ii

●our intention to expand our Proprietary Products business, by leveraging our existing strong international distribution network to grow our commercial revenue in the existing markets in which we sell our products, as well as to expand to geographic markets in which these products are not currently sold;
●our expectation to launch in Israel two biosimilar products in 2026 and to launch the remaining biosimilar products in Israel over the coming years, at a rate of 1-3 products per year, subject to the European Medicines Agency (“EMA”) and subsequently the Israeli Ministry of Health (“IMOH”) approvals, while continuing to explore opportunities to in-license additional biosimilar products and expand the portfolio and that sales generated by the launch of the biosimilar products portfolio will serve as a major growth and profitability catalyst for our Distribution segment, and our estimate that revenues from sales of our existing biosimilar products portfolio in Israel will increase to between approximately $15 million and $20 million within the next four to five years and will continue to grow thereafter, subject to the continued launch of the entire portfolio as scheduled;
●our ability to procure adequate quantities of plasma and fraction IV from our suppliers, which are acceptable for use in our manufacturing processes;
●our intention to invest in ramping up our U.S. plasma collection operations; our expectation that our plasma collection centers in Houston and San Antonio, Texas will become two of the largest hyper-immune plasma collection sites in the United States and will also collect normal source plasma for sale to third parties; our expectation that our plasma collection site in San Antonio, Texas will receive FDA approval during the first half of 2026; and our expectation that the ramping up of our plasma collection operations will allow us to better support our hyper-immune plasma needs and reduce our dependency on third-party suppliers, as well as generate revenues through sales of collected normal source plasma to other plasma-derived manufacturers;
●our expectation that each of the Houston and San Antonio plasma collection centers, once fully operational, will contribute annual revenues of approximately $8 million to $10 million in sales of normal source plasma;
●our intention to apply for EMA approval of both the Houston and San Antonio plasma collection centers to enable future sales of normal source plasma to potential European customers;
●our expectations regarding the potential market opportunities for our products and product candidates;
●our expectation that Kedrion Biopharma Inc. (“Kedrion”) will purchase from us annual minimum quantities of KEDRAB during fiscal years 2026 and 2027 pursuant to the fifth amendment to the supply and distribution agreement between the parties, through which, Kedrion committed to purchase minimum quantities of KEDRAB with an aggregate revenues to us of approximately $180.0 million during the first four-year period of the amendment (i.e., 2024 through 2027), of which at least $90.0 million are expected during the remaining two years of such four-year period (i.e., 2026 through 2027);
●our belief that anti-rabies IgG products based on equine serum are inferior to products made from human plasma;
●our belief that the administration of CYTOGAM together with available antivirals may provide additional protection in preventing cytomegalovirus (“CMV”) disease for certain high-risk transplant populations, such as lung transplant patients, that there is an under-utilization of CYTOGAM as CMV prophylaxis in high-risk patient profiles across all organs, that data generated from our clinical program, including investigator-initiated studies, and our belief that we may achieve increased utilization through collaborations with leading U.S.-based solid organ transplantation experts to generate and present new real-world data on the benefits of CYTOGAM, will support the ongoing use of CYTOGAM and identify potential innovative applications;

iii

●our belief that we will be able to register our Proprietary Products, including CYTOGAM, HEPAGAM B, VARIZIG and WINRHO SDF, in additional ex-U.S. countries where they are not currently registered, and our belief that this would lead to additional sales worldwide;
●our expectations regarding the potential actions or inactions of existing and potential competitors of our products, including our belief that there will be no new supplier of plasma-derived AAT products in the U.S. or European markets in the near future;
●our expectations regarding the timing, progress, design, regulatory interactions, and potential outcomes of ongoing or planned clinical trials and other research activities;
●our expectation that key U.S. physicians will publish new clinical data related to some of our products, and our belief that the educational symposiums that they conduct will have a positive impact on the understanding of our portfolio, thereby contributing to continued growth in demand;
●our projection that changes in the product sales mix and geographic sales mix may have an effect on our sales and profitability;
●our ability to identify growth opportunities for existing products and our ability to identify and develop new plasma-derived product candidates;
●our belief that the market opportunity for AAT products for the treatment of Alpha-1 Antitrypsin Deficiency (“AATD”) will continue to grow;
●our expectation that the AATD’s diagnosis and the number of patients treated for AATD will continue to increase going forward as awareness of AATD increases;
●our plan to test our anti-tuberculosis IgG product in-vivo during 2026;
●our ability to maintain compliance with government regulations and licenses;
●our plan to advance our other early-stage development programs until completion of proof-of-concept, at which point we plan to evaluate continued internal development, partnering or out-licensing;
●our intention to defend ourselves against the lawsuit filed against us by a third-party distributor with the tribunal of first instance in Geneva, as a result of the termination of the distribution agreement for distribution of our Proprietary Products in Russia and Ukraine, and our expectations concerning the timing and progress of such proceeding;
●our belief that our current cash and cash equivalents and expected future cash to be generated by our operational activities will be sufficient to satisfy our liquidity requirements for at least the next 12 months;
●our expectation that our capital expenditures will increase in the coming years mainly in connection with the establishment of the new filling line and to facilitate the transition of manufacturing of HEPAGAM B, VARIZIG and WINRHO SDF to our manufacturing facility in Beit Kama, Israel;
●our expectations to pay, during the next 12 months, approximately $9.9 million on account of contingent consideration and assumed liabilities, under the asset purchase agreement entered into with Saol in November 2021;
●our ability to obtain and maintain protection for the intellectual property, trade secrets and know-how relating to or incorporated into our technology and products;
●our expectations regarding our ability to utilize Israeli tax incentives against future income; and
●our expectations regarding taxation, including that we will not be classified as a passive foreign investment company for the taxable year ended December 31, 2025.

iv

All forward-looking statements involve risks, assumptions and uncertainties. You should not rely upon forward-looking statements as predictors of future events. The occurrence of the events described, and the achievement of the expected results, depend on many events and factors, some or all of which may not be predictable or within our control. Actual results may differ materially from expected results. See the sections “Item 3. Key Information — D. Risk Factors” and “Item 5. Operating and Financial Review and Prospects,” as well as elsewhere in this Annual Report, for a more complete discussion of these risks, assumptions and uncertainties and for other risks, assumptions and uncertainties. These risks, assumptions and uncertainties are not necessarily all of the important factors that could cause actual results to differ materially from those expressed in any of our forward-looking statements. Other unknown or unpredictable factors also could harm our results.

All of the forward-looking statements we have included in this Annual Report are based on information available to us as of the date of this Annual Report and speak only as of the date hereof. We undertake no obligation, and specifically decline any obligation, to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this Annual Report might not occur.

The audited consolidated financial statements for the years ended December 31, 2025, 2024 and 2023 included in this Annual Report have been prepared in accordance with the international financial reporting standards (“IFRS”) as issued by the international accounting standards board (“IASB”).

Unless otherwise noted, NIS amounts presented in this Annual Report are translated at the rate of $1.00 = NIS 3.19,the exchange rate published by the Bank of Israel as of December 31, 2025.

We have proprietary rights to trademarks used in this Annual Report that are important to our business, many of which are registered under applicable intellectual property laws. Solely for convenience, trademarks and trade names referred to in this Annual Report may appear without the “®” or “™” symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent possible under applicable law, our rights or the rights of the applicable licensor to these trademarks and trade names. We do not intend our use or display of other companies’ trademarks, trade names or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies. Each trademark, trade name or service mark of any other company appearing in this Annual Report is the property of its respective holder.

v

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