SIGA TECHNOLOGIES INC

1. Organization and Basis of Presentation

Description of Business

SIGA Technologies, Inc. (“SIGA” or the “Company”) is a commercial-stage pharmaceutical company. The Company sells its lead product, TPOXX® (“oral TPOXX®,” also known as "tecovirimat," "Tecovirimat SIGA," or "TEPOXX (tecovirimat)" in certain international markets), to the U.S. Government and international governments (including government affiliated entities). In certain international markets, the Company* may*sell TPOXX® through a distributor. Additionally, the Company sells the intravenous formulation of TPOXX® ("IV TPOXX®") to the U.S. Government.

TPOXX® is an antiviral drug for the treatment of human smallpox disease caused by variola virus. On* July 13, 2018,the United States Food & Drug Administration (“FDA”) approved the oral formulation of TPOXX® for the treatment of smallpox. The Company has been delivering oral TPOXX® to the U.S. Strategic National Stockpile ("Strategic Stockpile") since2013.*

On* May 18, 2022*the FDA approved IV TPOXX® for the treatment of smallpox.

In addition to being approved by the FDA, oral TPOXX® (tecovirimat) has received regulatory approval from the European Medicines Agency ("EMA"), Health Canada, the Medicines and Healthcare Products Regulatory Agency ("MHRA") of the United Kingdom, and most recently, in* December 2024,*the Japanese Pharmaceuticals and Medical Devices Agency ("PMDA"). The EMA, MHRA and PMDA approved oral TPOXX® for the treatment of smallpox, monkeypox ("mpox"), cowpox, and vaccinia complications following vaccination against smallpox. Health Canada approved TPOXX® for the treatment of smallpox.

TPOXX® was authorized under “exceptional circumstances” by the EMA and the MHRA, under the brand name Tecovirimat-SIGA. These regulators granted marketing authorizations under “exceptional circumstances” because it wasnot possible to obtain complete efficacy and safety information about the product due to the rarity of smallpox and other orthopoxviruses and because ethical considerations prevented conducting the necessary clinical studies. The Tecovirimat-SIGA marketing authorizations under “exceptional circumstances” are subject to certain specific obligations to gather additional data post-approval to help confirm the product’s safety and efficacy. All “exceptional circumstances” marketing authorizations are subject to annual reassessments that consider whether data generated pursuant to the specific obligations continue to confirm its positive benefit-risk profile. These annual reassessments determine whether the product’s marketing authorization should be maintained, changed, suspended, or withdrawn based on its benefit-risk profile.

On* July 24, 2025,the EMA’s Committee for Medicinal Products for Human Use (CHMP) closed itsthird* annual reassessment for Tecovirimat-SIGA and initiated a referral procedure for the product following questions over its effectiveness in the treatment of mpox. These questions were raised following receipt of results from certain non-SIGA sponsored clinical trials evaluating tecovirimat as a potential mpox treatment including thePALM007 and STOMP clinical trials. In the referral procedure, CHMP reviewed all available data on the safety and efficacy of Tecovirimat-SIGA for all its authorized indications in order to make a recommendation to the European Commission whether the marketing authorization should be maintained, modified, suspended or withdrawn. The CHMP is expected to meet in* March*to issue its recommendation. The Company expects the CHMP will confirm the positive benefit-risk balance of Tecovirimat-SIGA as a treatment for smallpox, cowpox, and vaccinia complications, and maintain those indications in the product label. Regarding mpox, based on the results of the mpox clinical trials, the Company expects the CHMP will recommend withdrawal of the mpox indication. In the UK, Tecovirimat-SIGA is undergoing an annual reassessment by the MHRA. This reassessment, which is ongoing, is substantially similar to the EMA’s annual reassessment process and could result in a similar outcome.

With respect to the regulatory approvals by the EMA, PMDA, MHRA and Health Canada, oral tecovirimat represents the same formulation approved by the FDA in* July 2018*under the brand name TPOXX®.

2. Summary of Significant Accounting Policies

Use of Estimates

Management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the periods reported. The most significant estimates are the variables used in the calculation of reported amounts of revenue recognized over time. Estimates and assumptions are reviewed periodically and the effects of revisions are reflected in the financial statements in the period they are determined to be necessary. Actual results could differ from these estimates.

Basis of Presentation and Consolidation

The accompanying consolidated financial statements include the accounts of SIGA Technologies, Inc. and its wholly owned subsidiaries. All inter-company accounts and transactions have been eliminated in consolidation. The consolidated financial statements and related disclosures are presented in accordance with generally accepted accounting principles in the United States of America (“US GAAP”) and reflect the consolidated financial position, results of operations and cash flows for all periods presented.

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Reclassifications

Certain reclassifications have been made to prior year amounts to conform to the current year's presentation.

Cash Equivalents

The Company considers all highly liquid investments with original maturities ofthree months or less to be cash equivalents.

Concentration of Credit Risk

The Company has cash in bank accounts that exceeds the Federal Deposit Insurance Corporation insured limits. The Company hasnot experienced any losses on its cash accounts andno allowance has been provided for potential credit losses because management believes the potential for losses is remote.

For sales in certain international jurisdictions, collection of certain receivables from international government sales would be coordinated through the International Promotion Agreement with Meridian Medical Technologies ("Meridian") (see Note3), under which Meridian invoices and collects payments from international customers and remits such collections, less Meridian's fees, to the Company under a quarterly process specified in the International Promotion Agreement.

Accounts Receivable

Accounts receivable are recorded net of provisions for doubtful accounts. At* December 31, 2025and2024*,75% and 45%, respectively, of accounts receivable represent receivables from the U.S. Government. An allowance for doubtful accounts is based on specific analysis of the receivables. At* December 31, 2025and2024*, the Company hadno allowance for doubtful accounts.

Inventory

Inventory is stated at the lower of cost or net realizable value. The cost is determined using thefirst-in,first-out (FIFO) method. The Company capitalizes inventory costs associated with the Company’s products when, based on management’s judgment, future commercialization is considered probable and the future economic benefit is expected to be realized; otherwise, such costs are expensed as research and development. Inventory is evaluated for impairment periodically to identify inventory that* mayexpire prior to expected sale or has a cost basis in excess of its net realizable value. If certain batches or units of product donot* meet quality specifications or become obsolete due to expiration or inability to meet customer minimum shelf-life requirements, the Company records a charge to write down such unmarketable inventory to its net realizable value.

Property, Plant and Equipment

Aside from manufacturing equipment noted below, property, plant and equipment are stated at cost, net of accumulated depreciation. Depreciation and amortization are provided on a straight-line method over the estimated useful lives of the various asset classes. The estimated useful lives are as follows: five years for laboratory equipment; three years for computer equipment; andseven years for furniture and fixtures. Leasehold improvements are amortized over the shorter of the estimated useful lives of the assets or the lease term. Maintenance, repairs and minor replacements are charged to expense as incurred.

The Company purchased manufacturing equipment duringQ3 2025. Depreciation on the manufacturing equipment will be calculated using the units of production method if and when the Company receives FDA approval for the associated manufacturing site.

Revenue Recognition

The Company accounts for revenue in accordance with ASC Topic606, Revenue from Contracts with Customers (“ASC606”).

Performance Obligations. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer, and is the unit of account in ASC606. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. As of* December 31, 2025*, the Company's active performance obligations, for the contracts outlined in Note3, consist of the following: three performance obligations relate to research and development services; andone relates to manufacture and delivery of product.

Contract modifications* mayoccur during the course of performance of our contracts. Contracts are often modified to account for changes in contract specifications or requirements. In most instances, contract modifications are for services that arenot* distinct, and, therefore, are accounted for as part of the existing contract.

The Company’s performance obligations are satisfied over time as work progresses or at a point in time. A portion of the Company’s revenue is derived from long-term contracts that span multiple years. All of the Company’s revenue related to current research and development performance obligations as well as certain product supportive services are recognized over time, because the customer simultaneously receives and consumes the benefits provided by the services as the Company performs these services. The Company recognizes revenue related to these services based on the progress toward complete satisfaction of the performance obligation and measures this progress under an input method, which is based on the Company’s cost incurred relative to total estimated costs. Under this method, progress is measured based on the cost of resources consumed (i.e., cost ofthird-party services performed, cost of direct labor hours incurred, and cost of materials consumed) compared to the total estimated costs to completely satisfy the performance obligation. Incurred costs represent work performed, which corresponds with, and thereby best depicts, the transfer of control to the customer. The incurred and estimated costs used in the measure of progress includethird-party services performed, direct labor hours, and material consumed. The Company accounts for shipping and handling activities as fulfillment costs rather than as an additional promised service.

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Contract Estimates. Accounting for long-term contracts and grants involves the use of various techniques to estimate total contract revenue and costs.

Contract estimates are based on various assumptions to project the outcome of future events that often span multiple years. These assumptions include: labor productivity; the complexity of the work to be performed; external factors such as customer behavior and potential regulatory outcomes; and the performance of subcontractors, among other variables.

The nature of the work required to be performed on many of the Company’s performance obligations and the estimation of total revenue and cost at completion* maybe complex, subject to many variables and require significant judgment. The consideration associated with research and development services is variable as the total amount of services to be performed hasnot* been finalized. The Company estimates variable consideration as the most likely amount to which it expects to be entitled. The Company includes estimated amounts in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized willnot occur and when any uncertainty associated with variable consideration is resolved. The Company’s estimates of variable consideration and determination of whether to include estimated amounts in the transaction price are based largely on an assessment of our historical and anticipated performance, external factors, trends and all other information (historical, current and forecasted) that is reasonably available to us.

A significant change inone or more of these estimates could affect the profitability of the Company’s contracts. As such, the Company reviews and updates its contract-related estimates regularly. The Company recognizes adjustments in estimated revenues, research and development expenses and cost of sales and supportive services under the cumulative catch-up method. Under this method, the impact of the adjustment on revenues, research and development expenses and cost of sales and supportive services recorded to date on a contract is recognized in the period the adjustment is identified.

Contract Balances. The timing of revenue recognition, billings and cash collections* mayresult in billed accounts receivable, unbilled receivables (contract assets) and customer advances and deposits (contract liabilities) in the consolidated balance sheets. Generally, amounts are billed as work progresses in accordance with agreed-upon contractual terms either at periodic intervals (monthly) or upon achievement of contractual milestones. Under typical payment terms of fixed price arrangements, the customer pays the Company either performance-based payments or progress payments. For the Company’s cost-type arrangements, the customer generally pays the Company for its actual costs incurred, as well as its allocated overhead and G&A costs. Such payments occur within a short period of time from billing. When the Company receives consideration, or such consideration is unconditionally due, prior to transferring goods or services to the customer under the terms of a sales contract, the Company records deferred revenue, which represents a contract liability. During the year ended December 31, 2025*, the Company recognized revenue of $10.7 million that was included in deferred revenue at the beginning of the period.

Remaining Performance Obligations. Remaining performance obligations represent the transaction price for which work hasnot been performed and excludes unexercised contract options. As of* December 31, 2025*, the aggregate amount of transaction price allocated to remaining performance obligations was $59.1 million. With respect to current obligations related to the manufacture and delivery of product, the Company expects such obligations to be mostly recognized as revenues within the next 12 months. With respect to the performance obligations related to research and development services, the Company expects such obligations to be recognized as revenue within the nextthree years as the specific timing for satisfying performance obligations is subjective and at times outside the Company's control.

Leases

The Company accounts for leases in accordance with ASC842, Leases (“ASC842”).

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The Company determines if an arrangement is a lease at inception. Leases with an initial term less thanone year arenot recorded on the balance sheet and the lease costs are recorded as an expense on a straight-line basis over the lease term. Operating leases with terms greater thanone year result in a lease liability recorded in other liabilities with a corresponding right-of-use ("ROU") asset recorded in property, plant and equipment.

Operating lease liabilities are recognized at the commencement date based on the present value of future minimum lease payments over the lease term. ROU assets are recognized based on the corresponding lease liabilities adjusted for qualifying initial direct costs, prepaid or accrued lease payments and unamortized lease incentives. The Company has lease agreements with lease and non-lease components, which are accounted for as a single lease. Lease terms* may*include options to extend or terminate the lease which are incorporated into the Company's measurement when it is reasonably certain that the Company will exercise the option.

Research and Development

Research and development expenses include costs directly and indirectly attributable to the conduct of research and development programs, and performance pursuant to certain customer contracts, including employee related costs, materials, supplies, depreciation and maintenance of equipment, the cost of services provided by outside contractors, including services related to the Company’s clinical trials and facility costs, such as rent, utilities, and general support services. All costs associated with research and development are expensed as incurred. Costs related to the acquisition of technology rights, for which development work is still in process, and that haveno alternative future uses, are expensed as incurred.

Goodwill

The Company evaluates goodwill for impairment at least annually or as circumstances warrant. The impairment review process compares the fair value of the reporting unit in which goodwill resides to its carrying value. The Company operates asone business andone reporting unit. Therefore, the goodwill impairment analysis is performed on the basis of the Company as a whole, using the market capitalization of the Company as an estimate of its fair value.

Share-based Compensation

The Company measures all stock-based awards granted to employees and directors based on the fair value on the date of the grant and recognizes the corresponding compensation expense of those awards over the requisite service period, which is generally the vesting period of the respective award. Over the pastthree years, the Company has issued stock options, restricted stock units (“RSU’s”) and performance or market condition share awards ("PSU’s"). Stock options and RSUs only have service-based vesting conditions, and the Company records the expense for these awards using the straight-line method. PSUs* mayhave multiple tranches, each with certain performance conditions or market capitalization or stock price milestones and service-based vesting conditions. In the event a performance condition for a specific tranche is unknown, the Company willnot* consider the awards associated with that specific tranche granted until the performance condition is known. Once a performance condition is known for a PSU, the Company will record expense for these awards over the remaining service period once it is estimated that at least a portion of the performance condition will be met.

The fair value of each stock option grant is determined using the Black-Scholes option-pricing model, which uses as inputs the fair value of our common stock and assumptions we make for the volatility of its common stock, the expected term of the stock options, the risk-free interest rate for a period that approximates the expected term of the stock options and the expected dividend yield.

The fair value of RSU awards is determined by the value of our common stock and is recognized based on the portion of the requisite service period satisfied as of each valuation date. The fair valuation of the cash-settled awards changes based on changes in our common stock price. The portion of cash-settled RSUs that is recognized based on service period is reflected in accrued expenses and other current liabilities in our consolidated balance sheet. Increases (or decreases) in accrued expenses result in adjustments to earnings for the associated valuation updates.

The fair value of the PSUs is estimated based on the conditions of the award. Market based awards are valued using a Monte-Carlo valuation simulation through athird party. Similar to stock options, the Company makes assumptions for the volatility of its common stock, the expected term of the PSUs, the risk-free interest rate for a period that approximates the expected term of the PSUs and the expected dividend yield. The compensation expense for these types of PSUs is recognized using an accelerated amortization model. Performance based PSU awards, once the performance condition is known, are valued at each reporting period, and the amount of stock-based compensation expense is based on the probability of achievement against the pre-established performance measures and if necessary, a cumulative catch-up adjustment for expense is recorded to reflect any revised estimates regarding the probability of achievement.

Income Taxes

The Company recognizes income taxes utilizing the asset and liability method of accounting for income taxes. Under this method, deferred income taxes are recorded for temporary differences between financial statement carrying amounts and the tax basis of assets and liabilities at enacted tax rates expected to be in effect for the years in which the differences are expected to reverse. A valuation allowance is established if it is more likely thannot that some or the entire deferred tax asset willnot be realized. The recognition of a valuation allowance for deferred taxes requires management to make estimates and judgments about the Company’s future profitability which are inherently uncertain. The Company* mayrecognize tax benefits from an uncertain tax position only if it is more likely thannot* that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. The tax benefits recognized in the financial statements from such position should be measured based on the largest benefit that has a greater thanfifty percent likelihood of being realized upon ultimate settlement. The Company re-evaluates uncertain tax positions and considers factors, including, butnot limited to, changes in tax law, the measurement of tax positions taken or expected to be taken on tax returns, and changes in circumstances related to a tax position. The Company recognizes interest and penalties related to income tax matters in income tax expense.

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Repurchase of shares

When shares recognized as equity are repurchased, the amount of the consideration paid, which includes directly attributable costs, is recognized as a deduction from equity. The excess of the purchase price above par value of repurchased shares that are retired is presented as an increase to accumulated deficit (or a reduction of retained earnings, if any).

Earnings (Loss) per Share

Basic earnings per share is computed by dividing net income (loss) by the weighted-average number of common shares outstanding during the period. Diluted earnings per share is computed by dividing net income (loss) by the weighted-average number of common shares outstanding during the period, assuming potentially dilutive common shares from option exercises, RSUs, and other incentives had been issued and any proceeds received in respect thereof were used to repurchase common stock at the average market price during the period. The assumed proceeds used to repurchase common stock is the sum of the amount to be paid to the Company upon exercise of options and the amount of compensation cost attributed to future servicesnot yet recognized.

Fair Value of Financial Instruments

The carrying value of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses and other current liabilities approximates fair value due to the relatively short maturity of these instruments.

The measurement of fair value requires the use of techniques based on observable and unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect our market assumptions. The inputs create the following fair value hierarchy:

There wereno transfers between levels of the fair value hierarchy during2025 or2024. As of* December 31, 2025* and* December 31, 2024*, the Company had approximately $55.8 million and $53.5 million, respectively, of cash equivalents classified as Level1 financial instruments. There wereno Level2 or Level3 financial instruments as of* December 31, 2025* or* December 31, 2024*.

For the years ended* December 31, 2025,*2024 and2023, interest income of $6.7 million, $6.1 million and $4.2 million, respectively, was included in Other income, net on the Consolidated Statements of Operations and Comprehensive Income.

Loss Contingencies

The Company is subject to certain contingencies arising in the ordinary course of business. The Company records accruals for these contingencies to the extent that a loss is both probable and reasonably estimable. If some amount within a range of loss appears to be a better estimate than any other amount within the range, that amount is accrued. Alternatively, whenno amount within a range of loss appears to be a better estimate than any other amount, the lowest amount in the range is accrued. The Company expenses legal costs associated with loss contingencies as incurred. We record anticipated recoveries under existing insurance contracts when recovery is assured.

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Segment Information

The Company is managed and operated asone business. The entire business is managed by a single management team that reports to the Chief Executive Officer, who is the Chief Operating Decision Maker ("CODM"). Refer to Note11 for further information on the Company's reportable segment.

Recent Accounting Pronouncements

In* December 2023,the FASB issued ASUNo.* 2023-09, “Income Taxes (Topic740): Improvements to Income Tax Disclosures” (“ASU2023-09”). ASU2023-09 requires more disaggregated income tax disclosures, including (i) the income tax rate reconciliation using both percentages and reporting currency amounts; (ii) specific categories within the income tax rate reconciliation; (iii) additional information for reconciling items that meet a quantitative threshold; (iv) the composition of state and local income taxes by jurisdiction; and (v) the amount of income taxes paid disaggregated by jurisdiction. ASU2023-09 became effective for our fiscal year ending* December 31, 2025and the Company applied the amendments retrospectively to all prior periods presented in our consolidated financial statements. See Note10* – Income Taxes.

In* November 2024,the FASB issued ASU2024*-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic220*-40): Disaggregation of Income Statement Expenses*, requiring public entities to disclose additional information about specific expense categories in the notes to the consolidated financial statements on an interim and annual basis. ASU2024-03 is effective for fiscal years beginning after* December 15, 2026,and for interim periods beginning after December 15, 2027,with early adoption permitted. The Company is currently evaluating the impact of adopting ASU2024*-03.

3. Procurement Contracts and Research Agreements

19C BARDA Contract

On* September 10, 2018,the Company entered into a contract with the U.S. Biomedical Advanced Research and Development Authority ("BARDA") pursuant to which SIGA agreed to deliver up to 1,488,000 courses of oral TPOXX® to the Strategic Stockpile, and to manufacture and deliver to the Strategic Stockpile, or store as vendor-managed inventory, up to 212,000 courses of IV TPOXX®. In October 2023,the contract was modified so that a course of IV TPOXX® was redefined within the contract from being 14 vials to being 28 vials; as such, the19C* BARDA Contract currently specifies 106,000 courses of IV TPOXX® (for the same payment amount as originally specified). In addition to the delivery of TPOXX® courses, the contract includes funding from BARDA for a range of activities, including: advanced development of IV TPOXX®, post-marketing activities for oral and IV TPOXX®, development of a pediatric formulation, support for manufacturing activities, and procurement activities. On* April 8, 2025,total payments contemplated under the contract with BARDA were increased by $14.3 million to add funding for activities supporting manufacturing. On June 3, 2025,total payments contemplated under the contract with BARDA were increased by $13.2 million in connection with the development of the pediatric formulation of TPOXX®. As of December 31, 2025*, the contract with BARDA (as amended, modified, or supplemented from time to time, the*"19C* BARDA Contract") contemplates up to approximately $630 million of payments, of which approximately $79.2 million of payments are included within the base period of performance, approximately $545.2 million of payments are related to exercised options, and up to approximately $5.6 million of payments are currently specified as unexercised options. BARDA* maychoose in its sole discretion when, or whether, to exercise any of the unexercised options. The period of performance for options is up toten years from the date of entry into the19C* BARDA Contract and such options could be exercised at any time during the contract term.

The base period of performance specifies potential payments of approximately $79.2 million for the following activities: payments of approximately $11.1 million for the delivery of approximately 35,700 courses of oral TPOXX® to the Strategic Stockpile; payments of $8.0 million for the manufacture of 10,000 courses (as currently defined within the contract as being28 vials) of final drug product of IV TPOXX® ("IV FDP"), of which $3.2 million of payments are related to the manufacture of bulk drug substance ("IV BDS") to be used in the manufacture of IV FDP; payments of approximately $59.5 million to fund reimbursed activities; and payments of approximately $0.6 million for supportive procurement activities. As of* December 31, 2025*, the Company had received $11.1 million for the delivery of approximately 35,700 courses of oral TPOXX® to the Strategic Stockpile, $3.2 million for the manufacture of IV BDS, $4.8 million for the delivery of IV FDP to the Strategic Stockpile and $31.2 million for other base period activities. IV BDS has been used for the manufacture of courses of IV FDP. The $3.2 million received for the completed manufacture of IV BDS had been recorded as deferred revenue as of* December 31, 2021,but with the delivery of IV FDP to the Strategic Stockpile during2022,* $2.9 million was recognized as revenue. The remaining $0.3 million of deferred revenue was recognized in thesecond quarter of2024 as the IV FDP containing such IV BDS was delivered to and accepted by the Strategic Stockpile.

The options that have been exercised as of* December 31, 2025*, provide for payments up to approximately $545.2 million. As of* December 31, 2025*, there are exercised options for the following activities: payments up to $450.2 million for the manufacture and delivery of up to 1.5 million courses of oral TPOXX®; payments up to $76.8 million for the manufacture of courses of IV FDP; payments of up to approximately $3.6 million to fund post-marketing activities for IV TPOXX®; and payments of up to $14.6 million for funding of post-marketing activities for oral TPOXX®. As of* December 31, 2025*, a cumulative total of $450.2 million of oral TPOXX® has been delivered to the Strategic Stockpile and accepted; a cumulative total of $61.4 million of IV BDS or IV FDP has been either set aside in inventory or delivered to the Strategic Stockpile and accepted (IV BDS that has been set aside has been recorded as deferred revenue and will be recognized as revenue when the IV BDS is manufactured as IV FDP and delivered); and the Company has been cumulatively reimbursed $10.9 million in connection with post-marketing activities for oral and IV TPOXX®.

Unexercised options specify potential payments up to approximately $5.6 million in total (if all such options are exercised), all of which relates to supportive activities that we currently donot expect to be required.

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The options related to IV TPOXX® were divided intotwo primary manufacturing steps. There were options related to the manufacture of bulk drug substance (“IV BDS Options”), and there were corresponding options (for the same number of IV courses) for the manufacture of final drug product (“IV FDP Options”). BARDA had the sole discretion to choose to exercise any, all, ornone of these options. The19C BARDA Contract included: three separate IV BDS Options, each providing for the bulk drug substance equivalent of 32,000 courses (as currently defined within the contract) of IV TPOXX®; andthree separate IV FDP Options, each providing for 32,000 courses of final drug product of IV TPOXX®. BARDA had the sole discretion as to whether to simultaneously exercise IV BDS Options and IV FDP Options, or whether to exercise options at different points in time (or alternatively, to only exercise the IV BDS Option butnot the IV FDP Option). To date, BARDA has exercised allthree IV BDS options and allthree IV FDP options.

Revenues in connection with the19C BARDA Contract are recognized either over time or at a point in time. Performance obligations related to product delivery generate revenue at a point in time. Revenue from other performance obligations under the19C BARDA Contract are recognized over time using an input method using costs incurred to date relative to total estimated costs at completion. For the years ended* December 31, 2025and2024*, the Company recognized revenues of $9.6 million and $5.4 million, respectively, on an over time basis. In contrast, revenue recognized for product delivery and therefore at a point in time for the years ended* December 31, 2025and2024*, was $79.1 million and $100.1 million, respectively.

In2024, the Company had sales of approximately $10 million with the U.S. Department of Defense ("DoD") (also known as the Department of War). Sales consisted mostly of delivery of oral TPOXX®, with a minor amount of IV TPOXX® delivered.

Over the pastfour years, the Company has receivedthree procurement contracts from the DoD, totaling $28 million in value, mostly in connection with the manufacture and delivery of oral TPOXX®. All deliveries specified under these contracts have been fulfilled.

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Revenue in connection with international procurement contracts for the delivery of product are recognized at a point in time on a gross basis, as the Company acts as the principal in the transaction. During the year ended* December 31, 2025*, the Company recognized $5.8 million of sales in connection with international contracts for which the Company was the counterparty to the contract. During the year ended* December 31, 2024*, the Company recognized $23.0 million of sales in connection with international contracts. For international sales in thefirst andsecond quarters of2024, Meridian was the counterparty to contracts under which the sales were made. For international sales in thethird andfourth quarters of2024, the Company was the counterparty to the contracts under which the sales were made.

Under the terms of the current International Promotion Agreement, which was amended on* March 27, 2024,and effective June 1, 2024,and further amended on August 30, 2024,the Company has primary responsibility for the advertising, promotion and sale of oral TPOXX® in all geographic regions. Meridian has limited, non-exclusive rights to advertise, promote, offer for sale and sell oral TPOXX® in the European Economic Area, Australia, Japan, Switzerland, the United Kingdom and the Association of Southeast Asian Nations and its member states (collectively, the “Current Territory”). Meridian also performs non-promotional activities under specified contracts withthird* parties entered into prior to* June 1, 2024,that provide for the sale of oral TPOXX® in the Current Territory. The International Promotion Agreement entitles Meridian to receive a fee equal to a high single digit percentage of collected proceeds (whether collected by Meridian or the Company), net of certain expenses, of sales of oral TPOXX® in the Current Territory in the field of use specified in the International Promotion Agreement. The International Promotion Agreement has a fixed term that expires on May 31, 2026,withno* automatic renewal.

Under the terms of the original International Promotion Agreement ("Pre-amendment International Promotion Agreement"), which had an initial term that expired on* May 31, 2024,Meridian had been granted exclusive rights to market, advertise, promote, offer for sale, or sell oral TPOXX® in a field of use specified in the International Promotion Agreement in all geographic regions except for the United States (the “Territory”), and Meridian agreednot* to commercialize any competing product, as defined in the Pre-amendment International Promotion Agreement, in the specified field of use in the Territory. Under the Pre-amendment International Promotion Agreement, as well as the current International Promotion Agreement, SIGA has always retained ownership, intellectual property, distribution and supply rights and regulatory responsibilities in connection with TPOXX®, and, in the United States market, also retained sales and marketing rights with respect to oral TPOXX®. SIGA’s consent is required prior to the entry by Meridian into any sales arrangement pursuant to the International Promotion Agreement.

Sales to international customers pursuant to the Pre-amendment International Promotion Agreement were invoiced and collected by Meridian, and such collections were remitted, less Meridian's fees, to the Company under a quarterly process specified in the Pre-amendment International Promotion Agreement; and Meridian was entitled to a specified percentage of the collected proceeds of sales of oral TPOXX®, net of certain expenses, for calendar years in which customer collected amounts net of such expenses were less than or equal to a specified threshold, and to a higher specified percentage of such collected net proceeds for calendar years in which such net collected amounts exceeded the specified threshold. Subsequent to* June 1, 2024,only specified procurement contracts for the Current Territory entered into prior to June 1, 2024,*continue to involve Meridian invoicing and collecting proceeds, and retaining a fee pursuant to the International Promotion Agreement.

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4. Inventory

Inventory consisted of the following:

During the years ended* December 31, 2025,2024 and2023, the Company wrote down approximately $1.8 million, $0.5 million, and $0.5 million, respectively, of inventory. In addition, during the years ended December 31, 2025and2024*, the Company recognized recoveries of approximately $0.5 million, and $0.2 million, respectively, from a contract manufacturing organization associated with previous losses of inventory. The Company didnot recognize any recoveries for previous losses of inventory during the year ended* December 31, 2023*.

5. Property, Plant and Equipment

Property, plant and equipment consisted of the following:

Depreciation and amortization expense on property, plant, and equipment was $0.6 million for the year ended* December 31, 2025*, and $0.5 million for each of the years ended* December 31, 2024and2023*.

6. Accrued Expenses

Accrued expenses and other current liabilities consisted of the following:

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7. Per Share Data

The Company computes, presents and discloses earnings per share in accordance with the authoritative guidance which specifies the computation, presentation and disclosure requirements for earnings per share of entities with publicly held common stock or potential common stock. The objective of basic EPS is to measure the performance of an entity over the reporting period by dividing income (loss) by the weighted average shares outstanding. The objective of diluted EPS is consistent with that of basic EPS, except that it also gives effect to all potentially dilutive common shares outstanding during the period.

The following is a reconciliation of the basic and diluted earnings (loss) per share computation:

For the years ended* December 31, 2025*,* December 31, 2024* and* December 31, 2023*, weighted-average diluted shares include the dilutive effect of in-the-money options and stock-settled RSUs. The dilutive effect of stock-settled RSUs and options is calculated based on the average share price for each fiscal period using the treasury stock method. Under the treasury stock method, the amount the employee must pay for exercising stock options, the average amount of compensation cost for future service that the Company hasnot yet recognized, and the amount of tax benefits that would be recorded in additional paid-in capital when the award becomes deductible, are collectively assumed to be used to repurchase shares. Cash-settled RSUs were presumed to be cash-settled and therefore excluded from the diluted earnings per share calculations for the years ended* December 31, 2025,2024 and2023 because the net effect of their inclusion, including the elimination of the impact in the operating results of the change in fair value of these RSUs, would have been anti-dilutive. Performance-based RSUs were excluded from the diluted earnings per share calculations for the year ended December 31, 2025*, as a result of the associated metrics/contingenciesnot being achieved. For the years ended* December 31, 2025,*2024 and2023, the weighted average number of shares under the cash-settled RSUs and performance-based RSUs excluded from the calculation of diluted earnings per share was 284,205,48,642, and 32,660, respectively.

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8. Stockholders’ Equity

On* December 31, 2025*, the Company’s authorized share capital consisted of 620,000,000 shares, of which 600,000,000 are designated common shares and 20,000,000 are designated preferred shares. The Company’s Board of Directors is authorized to issue preferred shares in series with rights, privileges and qualifications of each series determined by the Board. As of* December 31, 2025and2024*, no preferred shares were outstanding or issued.

On* August 2, 2021,the Company's Board of Directors authorized a share repurchase program ("Repurchase Authorization") under which the Company could repurchase up to $50 million of the Company's common stock through December 31, 2023.The Company started repurchasing shares under this program in thefourth* quarter of2021. Repurchases under the Repurchase Authorization were made from time to time at the Company's discretion. The timing and actual number of shares repurchased depended on a variety of factors, including: timing of procurement orders under government contracts; alternative opportunities for strategic uses of cash; the stock price of the Company’s common stock; market conditions; alternative capital management uses of cash; and other corporate liquidity requirements and priorities. On* December 31, 2023,the Repurchase Authorization expired. During the year ended December 31, 2023*, the Company repurchased approximately 1.7 million shares of common stock under the Repurchase Authorization for approximately $11.0 million. In addition, during the year ended* December 31, 2023*, the Company recorded approximately $0.1 million of excise tax associated with the repurchase of common stock.

On* April 8, 2025,the Board of Directors declared a special dividend of $0.60 per share on the common stock of the Company, which resulted in an overall dividend payment of approximately $43 million. The special dividend was paid on May 15, 2025to shareholders of record at the close of business on April 29, 2025.*

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9. Stock Compensation Plans

The Company’s2010 Stock Incentive Plan (the*“2010* Plan”) was initially adopted in* May 2010.The2010* Plan provided for the issuance of stock options, restricted stock and unrestricted stock with respect to an aggregate of 2,000,000 shares of the Company’s common stock to employees, consultants and outside directors of the Company. On* May 17, 2011,the2010* Plan was amended to provide for the issuance of RSUs and on* February 2, 2012,the2010* Plan was amended to provide for the issuance of stock-settled stock appreciation rights ("SSARs"). Effective* April 25, 2012and May 23, 2017,the2010* Plan was amended to increase the maximum number of shares of common stock available for issuance to an aggregate of 4,500,000 shares and 8,500,000 shares, respectively. The vesting period for awards granted under the2010 Plan is determined by the Compensation Committee of the Board of Directors. The Compensation Committee also determines the expiration date of each equity award; however, stock options* may**not* be exercisable more thanten years after the date of grant as the maximum term of equity awards issued under the2010 Plan isten years.

For the years ended* December 31, 2025,*2024 and2023, the Company recorded stock-based compensation expense, including stock options, PSUs, and RSUs, of approximately $3.7 million, $3.6 million and $2.1 million, respectively.

Stock Options

Stock option awards provide holders the right to purchase shares of Common Stock at prices determined by the Compensation Committee, at the time of grant, and must have an exercise price equal to or in excess of the fair market value of the Company’s common stock at the date of grant.

The fair value of options granted is estimated at the date of grant. Expected volatility has been estimated using the historical volatility of the Company's common stock using historical periods equivalent to the options’ expected lives. The expected dividend yield assumption reflects that the Company doesnot have a recurring dividend program. The risk-free interest rate assumption is based upon observed interest rates for securities with maturities approximating the options’ expected lives. The expected life was estimated based on historical experience and expectation of employee exercise behavior in the future giving consideration to the contractual terms of the award.

The fair value of stock options issued under our stock plan have been estimated with the following assumptions:

A summary of the Company’s stock option activity is as follows:

(1) Balances as of* January 1, 2025differ from those as of December 31, 2024presented in the Company's2024* Form10-K due to the special dividend paid during2025. In connection with the dividend, the number of options and the weighted average exercise price were adjusted pursuant to the terms of the Company's2010 Plan.

As of* December 31, 2025*, the remaining unrecognized stock-based compensation cost related to stock options expected to be recognized is $0.6 million. The total fair value of stock options which vested during the years ended* December 31, 2025and2024* was approximately $1,233,092 and $24,964, respectively.

There wereno stock options exercised during the years ended* December 31, 2025and December 31, 2024.The stock options exercised during the year ended December 31, 2023*had an intrinsic value of less than $0.1 million. The intrinsic value represents the amount by which the market price of the underlying stock exceeds the exercise price of an option.

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Restricted Stock Units

RSUs awarded to employees vest on schedules of betweenone year andthree years, and RSUs awarded to directors of the Company vest over aone-year period. A summary of the Company’s RSU activity is as follows:

(1)includes 40,075 awards which were settled in cash.

(2)includes 50,645 awards which were expected to be settled in cash.

As of* December 31, 2025*, $2.8 million of total remaining unrecognized stock-based compensation cost related to RSUs is expected to be recognized over the weighted-average remaining requisite service period of 1.7 years. The weighted average fair value at the date of grant for restricted stock awards granted during the years ended* December 31, 2025*,2024 and2023 was $5.66, $5.51 and $6.14 per share, respectively. The total fair value of restricted stock and restricted stock units vested and released during the years ended* December 31, 2025,*2024 and2023 was approximately $2.0 million, $2.6 million and $1.9 million, respectively.

Restricted Stock Units with a Performance or Market Condition

In the year ended* December 31, 2025*, the Company issued PSUs to certain executives, which provided the right to receive shares of common stock, upon achievement of performance milestones to be determined and service over athree-year performance period ending* March 2027.A total of 387,762 PSUs were awarded with1/3* being based on the achievement of a performance condition within the period ofone year from issuance. The performance conditions for the remaining2/3 of the2025 award will be determined at a future date. The PSUs that are conditionally earned will become vested if the executive remains in service with the Company through thethird anniversary of the issuance date.

The annual performance conditions are established in* Marchof each year. Therefore, in accordance with ASC718,* Compensation – Stock compensation, the grant date (and fair value measurement date) for each Tranche Year is the date in* March*of each year when a mutual understanding of the key terms and conditions are reached.

At each reporting period, the amount of stock-based compensation is determined based on the probability of achievement against the pre-established performance measures and if necessary, a cumulative catch-up adjustment is recorded to reflect any revised estimates regarding the probability of achievement.

The following table summarizes the unvested performance or market condition stock unit activity for the year ended* December 31, 2025:*

(1)excludes 258,508 awards which werenot considered granted as the performance condition isnot known.

As of* December 31, 2025*, there isno remaining unrecognized stock-based compensation cost related to PSUs outstanding to be recognized. The weighted average fair value at the date of grant for PSUs granted during the years ended* December 31, 2025and2024* was $5.45 and $3.35 per share, respectively. There wereno PSUs granted during the year ended* December 31, 2023*. The total fair value of PSUs vested and released during the years ended* December 31, 2025and2024* was approximately $0.1 million, and $0.4 million, respectively.

10. Income Taxes

The components of income before provision for income taxes are as follows:

The provision for income taxes consists of the following:

The effective income tax rate differs from the federal statutory income tax rate of 21% as follows:

(1) State income taxes in Oregon and Texas comprise the majority (greater than50%) of the tax effect in this category.

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Deferred income taxes reflect the net tax effects of loss and credit carryforwards and temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of our deferred tax assets for federal and state income taxes are as follows:

The Company's valuation allowance decreased by $2,638 during the year ended* December 31, 2025*.

Income taxes paid, net of refunds received consisted of the following:

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A reconciliation of the beginning and ending amount of unrecognized tax benefits, excluding interest and penalties, is as follows:

During the years ended* December 31, 2025and2024*, the Company recorded an income tax expense of $431,000 and $101,000, respectively, related to the accrual of interest and penalties.

On* July 4, 2025,President Trump signed OBBBA into law. The OBBBA makes permanent many of the provisions previously enacted as part of the2017* Tax Cut and Jobs Act that were set to expire at the end of2025 and includes other changes to certain U.S. corporate tax provisions including the restoration of immediate expensing for domestic research and development expenditures and the reinstatement of100% bonus depreciation for qualified property. In accordance with the authoritative guidance under ASC740, the Company is required to recognize the effects of the enacted tax law changes in its income tax provision in the period enacted. Although the OBBBA had many taxpayer-favorable provisions, the OBBBA didnot have a material impact on the Company’s effective tax rate.

The Company files income tax returns in the U.S. federal jurisdiction and various state and local tax jurisdictions. The federal tax years open to examination are 2022 to2025. The Company's state and local tax years that are open to tax examination are generally 2021 to2025.

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11. Segment and Geographic Information

The Company operates inone single operating and reportable segment, which includes all activities related to the sale of the Company’s Oral and IV TPOXX® as well as research and development services. The Company derives revenue primarily from sales to the U.S. Government as well as international governments (including government affiliated entities) and manages the business activities on a consolidated basis. The segment derives revenues from customers through the delivery of product and fulfillment of research and development services.

The CODM assesses performance for the segment and decides how to allocate resources based on net income that also is reported on the income statement as consolidated net income. Consolidated net income is also a measure that is considered in monitoring budget versus actual results.

The CODM doesnot review assets in evaluating the results of the segment, and therefore, such information isnot presented.

The following table provides the operating result of the Company's segment:

(1) Other segment items include insurance, business development costs, regulatory and consultant expenses, as well as various general corporate costs.

Revenues by geographic region were as follows:

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12. Commitments and Contingencies

Operating lease commitments

The Company leases its Corvallis, Oregon, office space under an operating lease which was signed on* November 3, 2017and commenced on January 1, 2018.The initial term of this lease was to expire on December 31, 2019,after which the Company hadtwo successive renewal options;one fortwo years and the other forthree years. In thesecond* quarter of2019, the Company exercised thefirst renewal option, which extended the lease expiration date to* December 31, 2021.In thesecond* quarter of2021, the Company exercised thesecond renewal option, which extended the lease expiration date to* December 31, 2024.In thesecond* quarter of2024, the Company entered into an additional addendum, which extended the lease expiration date to* December 31, 2026.In connection with this additional addendum, the Company recorded an increase to operating lease right-of-use assets and operating lease liabilities of approximately $0.5 million in thesecond* quarter of2024. The Company had a lease for the same location prior to this lease. On* May 26, 2017the Company and MacAndrews & Forbes Incorporated ("M&F") entered into aten-year office lease agreement (the “New HQ Lease”), pursuant to which the Company agreed to lease 3,200 square feet at31* East62nd Street, New York, New York. The Company is utilizing premises leased under the New HQ Lease as its corporate headquarters. The Company hasno leases that qualify as finance leases.

Operating lease costs totaled $0.6 million for each of the years ended* December 31, 2025and2024*. Cash paid for amounts included in the measurement of lease liabilities from operating cash flows was $0.7 million for each the years ended* December 31, 2025and2024*, respectively. As of* December 31, 2025*, the weighted-average remaining lease term of the Company’s operating leases was 1.24 years while the weighted-average discount rate was 9.95%.

The following is a maturity analysis of the Company's lease liabilities as of* December 31, 2025*:

As of* December 31, 2025*, approximately $0.2 million of the lease liability is included in Other liabilities on the consolidated balance sheet with the current portion included in accrued expenses.

Legal Proceedings

From time to time, we* maybe involved in a variety of claims, suits, investigations and proceedings arising from the ordinary course of our business, collections claims, breach of contract claims, labor and employment claims, tax and other matters. Although such claims, suits, investigations and proceedings are inherently uncertain and their results cannot be predicted with certainty, we believe that the resolution of such current pending matters, if any, willnot* have a material adverse effect on our business, consolidated financial position, results of operations or cash flow. Regardless of the outcome, litigation can have an adverse impact on us because of legal costs, diversion of management resources and other factors.

Purchase Commitments

In the course of our business, the Company regularly enters into agreements withthird party organizations to provide contract manufacturing services and research and development services. Under these agreements, the Company issues purchase orders which obligate the Company to pay a specified price when agreed-upon services are performed. Commitments under the purchase orders donot exceed our planned commercial and research and development needs. As of* December 31, 2025*, the Company has approximately $10.1 million of purchase commitments associated with manufacturing obligations.

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13. Related Party Transactions

Board of Directors

Effective* June 13, 2023,an individual was elected to the Company's Board of Directors who was already providing and continued to provide consulting services to the Company. Under a consulting agreement, the director received a monthly fee of $20,000 in2023,* 2024 andtwo months in2025. In* September 2024,the consulting agreement was amended; the amendment specifies that the director would receive a payment of between $120,000 and $240,000 in the event that the Company receives a request for proposal ("RFP") or request for information ("RFI") from the Administration of Strategic Preparedness and Response within the U.S. Government before July 1, 2025.On March 6, 2025,the director resigned from the Company’s Board. In connection with the September 2024consulting agreement amendment, the Company didnot* obtain an RFP or RFI before* July 1, 2025,thusno* additional payment was required.

Real Estate Leases

On* May 26, 2017,the Company and M&F Incorporated entered into the New HQ Lease, pursuant to which the Company agreed to lease 3,200 square feet at31* East62nd Street, New York, New York. The Company is utilizing premises leased under the New HQ Lease as its corporate headquarters. The Company's rental obligations consisted of a fixed rent of $25,333 per month in thefirst sixty-three months of the term, subject to a rent abatement for thefirst six months of the term. From thefirst day of thesixty-fourth month of the term through the expiration or earlier termination of the lease, the Company's rental obligations consist of a fixed rent of $29,333 per month. In addition to the fixed rent, the Company will pay a facility fee in consideration of the landlord making available certain ancillary services, commencing on thefirst anniversary of entry into the lease. The facility fee was $3,333 per month for thesecond year of the term and increases byfive percent each year thereafter, to $4,925 per month in the final year of the term. During the year ended* December 31, 2025*, the Company paid $0.4 million for rent and ancillary services associated with this lease. The Company hadno outstanding payables or accrued expenses related to this lease as of* December 31, 2025and2024*.

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