Aurinia Pharmaceuticals Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. Organization and Description of Business

Aurinia Pharmaceuticals Inc. (“Aurinia” or the “Company”) is a biopharmaceutical company focused on delivering therapies to people living with autoimmune diseases with high unmet medical needs. In January 2021, the Company introduced LUPKYNIS® (voclosporin), the first FDA-approved oral therapy for the treatment of adult patients with active lupus nephritis. Aurinia is also developing aritinercept, a dual inhibitor of B cell-activating factor (“BAFF”) and a proliferation-inducing ligand (“APRIL”) for the potential treatment of autoimmune diseases.

2. Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation, Principles of Consolidation and Use of Estimates

The Company’s unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the U.S. (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, certain information and disclosures required by U.S. GAAP for annual financial statements have been omitted. In the opinion of management, all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation have been included. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2025.

The accompanying condensed consolidated financial statements include the accounts of Aurinia Pharmaceuticals Inc. and its wholly owned subsidiary, Aurinia Pharma U.S., Inc., a Delaware corporation. All intercompany balances and transactions have been eliminated in consolidation. The results of operations for the three months ended March 31, 2026 are not necessarily indicative of the results to be expected for the full year or any other future periods.

Summary of Significant Accounting Policies and Recent Accounting Pronouncements

The Company's significant accounting policies and recent accounting pronouncements have not changed from those previously described in the Company's Annual Report on Form 10-K for the year ended December 31, 2025.

3. Earnings Per Share

Basic earnings per share is calculated by dividing net income by the weighted-average number of common shares outstanding without consideration of potential common shares. Diluted earnings per share is calculated by dividing net income by the weighted-average number of common shares outstanding plus potential common shares. Stock options, performance stock units (“PSUs”), restricted stock units (“RSUs”) and shares issuable under the Company’s Employee Stock Purchase Plan (“ESPP”) are considered potential common shares and are included in the calculation of diluted earnings per share using the treasury stock method when their effect is dilutive. Potential common shares are excluded from the calculation of diluted earnings per share when their effect is anti-dilutive.

For the three months ended March 31, 2026, there were 5.3 million potential dilutive common shares that were included in the calculation of diluted earnings per share, which consists of: (i)1.5 million RSUs; (ii)1.2 million PSUs and (iii)2.6 million stock options. For the three months ended March 31, 2026, there were 1.6 million of potential common shares that were excluded from the calculation of diluted earnings per share because their effect was anti-dilutive.

For the three months ended March 31, 2025, there were 4.3 million potential dilutive common shares that were included in the calculation of diluted earnings per share, which consists of: (i)3.0 million RSUs; (ii)0.7 million PSUs; and (iii)0.6 million stock options. For the three months ended March 31, 2025, there were 8.8 million of potential common shares that were excluded from the calculation of diluted earnings per share because their effect was anti-dilutive.

4. Balance Sheet Details

Fair Value Measurement

The following table summarizes the financial assets measured at fair value on a recurring basis (in thousands):

The fair value of the Company’s investments classified within Level 2 is based upon observable inputs that may include benchmark yield curves, reported trades, issuer spreads, benchmark securities and reference data including market research publications.

The carrying amount and related unrealized gains (losses) by type of investment consisted of the following (in thousands):

As of March 31, 2026 and December 31, 2025, accrued interest receivable from investments was $0.7 million and $0.7 million, respectively, which was included in other current assets on the condensed consolidated balance sheets. As of March 31, 2026, short-term investments mature at various dates through March 2027. As of March 31, 2026 and December 31, 2025, no allowance for credit losses was recorded.

Inventory

Inventory consisted of the following (in thousands):

Prepaid Expenses and Deposits

Prepaid expenses and deposits consisted of the following (in thousands):

Intangible Assets, Net

Intangible assets, net consisted of the following (in thousands):

For each of the three months ended March 31, 2026 and 2025, the Company recorded amortization expense of $0.2 million.

Property and Equipment, Net

Property and equipment, net consisted of the following (in thousands):

Accrued Expenses

Accrued expenses consisted of the following (in thousands):

5. Commitments and Contingencies

Lease Commitments

Finance Lease

Monoplant

In December 2020, the Company entered into a manufacturing services agreement with Lonza Ltd., Aurinia’s contract manufacturing partner for voclosporin, for the construction of a dedicated manufacturing facility for voclosporin (the “Monoplant”). The construction of the Monoplant began in January 2021 and manufacturing of voclosporin began in late June 2023. The Monoplant is equipped with state-of-the-art manufacturing equipment to provide cost and production efficiency for the manufacturing of voclosporin, while expanding existing capacity and providing supply security to meet future commercial demand. The Company completed a capital expenditure payment program for the Monoplant totaling $23.7 million, which included: (i) a $11.8 million payment in February 2021, which was treated as an upfront lease payment and recorded under other noncurrent assets on the consolidated balance sheets; and (ii) a $11.9 million payment when the facility fulfilled the required operational qualifications, which occurred in late June 2023. The Company has the exclusive right to use the Monoplant through March 31, 2030 by paying a quarterly fixed facility fee of 3.6 million Swiss Francs.

The Monoplant arrangement was determined to be an embedded lease and is accounted for as a finance lease under ASC 842. The lease term is based on the non-cancellable period for which a lessee has the right to use an underlying asset (the “Monoplant Lease”). The Company determined that the Monoplant Lease commencement occurred at the point when the FDA manufacturing validation process began, which occurred on June 26, 2023. At lease inception, the Company recorded a finance right-of-use (“ROU”) lease asset and a corresponding lease liability. As of March 31, 2026, the Monoplant Lease finance ROU lease asset and corresponding lease liability balance were $69.5 million and $64.7 million, respectively.

Operating Lease

Rockville, Maryland

In March 2020, the Company entered into a lease agreement for 30,531 square feet of office space in Rockville, Maryland (the “Rockville Lease”). The Rockville Lease commenced on March 12, 2020 and expires on August 31, 2031. Pursuant to the Rockville Lease, the Company has an option to either terminate the lease early on August 31, 2028, subject to an early termination fee of $1.4 million, or extend the lease fortwo 5-year periods at the end of the initial 11-year term. The Company has determined that it is reasonably certain that it will exercise the early termination option, which will result in a reduction of approximately $2.3 million of future lease payments net of the early termination fee. The Rockville Lease requires the Company to pay certain taxes, insurance and operating costs relating to the leased premises (“Lease Operating Costs”); however, such costs are not material to the Company’s financial position.

Future minimum lease payments, excluding Lease Operating Costs, as of March 31, 2026 consisted of the following (in thousands):

For each of the three months ended March 31, 2026 and 2025, finance lease expense related to the amortization of finance ROU lease assets was $4.4 million. For the three months ended March 31, 2026 and 2025, interest expense on finance lease liabilities was $1.0 million and $1.1 million, respectively.

For the three months ended March 31, 2026 and 2025, cash paid for amounts included in the measurement of finance lease liabilities classified in cash flows from financing activities was $3.7 million and $2.8 million, respectively. For the three months ended March 31, 2026 and 2025, cash paid for amounts included in the measurement of finance lease liabilities classified in cash flows from operating activities was $1.1 million and $1.2 million, respectively.

Manufacturing Commitments

The Company’s manufacturing commitments have not changed in any material manner from those previously described in the Company's Annual Report on Form 10-K for the year ended December 31, 2025.

Contingencies

From time to time, the Company may become subject to claims and litigation arising in the ordinary course of business. The Company is not a party to any material legal proceedings, nor is it aware of any material pending or threatened litigation other than as described in Item 1 of Part II Legal Proceedings.

6. Deferred Compensation and Other Noncurrent Liabilities

In March 2012, the Company entered into employee retention arrangements with certain former executive officers, whereby the Company is required to make payments to such former officers based on net revenues of voclosporin for a certain period of time. As of March 31, 2026 and December 31, 2025, the Company recorded deferred compensation and other noncurrent liabilities of $6.9 million and $6.7 million, respectively.

7. License and Collaboration Agreements

In December 2020, the Company entered into a collaboration and licensing agreement with Otsuka to develop and commercialize oral voclosporin in Japan, the European Union (the “E.U.”), the United Kingdom (“U.K.”), Switzerland, Russia, Norway, Belarus, Iceland, Liechtenstein and Ukraine (collectively, the “Otsuka Territories”) in exchange for: (i) a $50 million upfront cash payment; (ii) regulatory and commercial milestone payments; and (iii) royalties ranging from 10% to 20% on net sales in the Otsuka Territories.

In August 2022, the Company entered into a commercial supply agreement with Otsuka to: (i) supply LUPKYNIS inventory to Otsuka at cost plus a margin; and (ii) provide manufacturing and other services, including sharing the capacity of the Monoplant. For the three months ended March 31, 2026 and 2025, the Company recognized $4.1 million and $2.5 million, respectively, of collaboration revenue from manufacturing and other services, which includes sharing capacity of the Monoplant.

8. Shareholders’ Equity

In February 2024, the Company announced that the Board had approved a share repurchase program of up to$150 million of the Company’s common shares, excluding commissions and excise tax (the “Share Repurchase Plan”). In July 2025, the Company announced that the Board approved an increase to the previously announced Share Repurchase Plan of an additional $150 million of the Company’s common shares.

The timing and amount of future repurchase transactions will be determined by the Company based on its evaluation of market conditions, share price, legal requirements, including applicable blackout period restrictions, and other factors. The Company has entered into a Rule 10b5-1 stock repurchase plan for the purpose of establishing a trading plan to purchase the Company’s common shares in a manner intended to satisfy the affirmative defense of Rule 10b5-1(c)(1) under the Securities Exchange Act of 1934, as amended and in accordance with applicable Canadian laws.

For the three months ended March 31, 2026 and 2025, the Company repurchased 2.5 million and 5.8 million of its common shares for $36.8 million and $47.4 million, respectively, including commissions and excise tax. The cost of repurchased shares is recorded as a reduction in common shares. Under Alberta law, the common shares were cancelled and not reissued.

Purchases under the Share Repurchase Plan, which to date have totaled 23.1 million of its common shares for $211.0 million, excluding commissions and excise tax, began on February 21, 2024.

9. Equity Incentive Plans

Stock Options

The activity related to stock options during the three months ended March 31, 2026 consisted of the following:

The following weighted-average assumptions were used to estimate the fair value of the options granted during the three months ended March 31, 2026 and 2025:

Performance Stock Units and Restricted Stock Units

During the three months ended March 31, 2026 and 2025, the Company granted PSUs that vest in 4 tranches upon the Company’s common shares achieving four progressively higher target prices, and each tranche is further subject to aone year service period following tranche achievement. The Company estimated the fair value of each PSU with a market and service condition on the date of grant by using a Monte Carlo simulation (lattice model).

Beginning in 2025, RSUs subject only to time-based vesting conditions are no longer being granted. RSUs granted prior to 2025 vest in 3 equal annual installments on the first, second and third anniversary of the grant date. The fair value of RSUs is based on the market price of the Company’s common shares on the date prior to the grant.

The activity related to PSUs and RSUs for the three months ended March 31, 2026 consisted of the following:

Share-based Compensation Expense

The classification of share-based compensation expense consisted of the following (in thousands):

As of March 31, 2026, total unrecognized share-based compensation expense related to unvested stock options, PSUs, RSUs and ESPP was $15.3 million, which is expected to be recognized over a weighted-average period of 1.4 years.

10. Income Taxes

For the three months ended March 31, 2026 and 2025, the Company recognized an income tax expense of $9.6 million and $1.0 million, respectively. For the three months ended March 31, 2026 and March 31, 2025, the Company’s effective income tax rate was 21.8% and 4.1% respectively. The change in the Company’s effective tax rate is primarily due to the release of the Company’s valuation allowance on deferred tax assets that the Company now expects to realize. Prior to December 31, 2025, the Company maintained a full valuation allowance against its deferred tax assets; however, after considering all available evidence, the Company determined that it was more likely than not that it would be able to realize the benefit of its deferred tax assets.

11. Subsequent Events

On March 30, 2026, Aurinia entered into a definitive merger agreement (the “Merger Agreement”) to acquire Kezar Life Sciences, Inc. (NASDAQ: KZR) (“Kezar”), a biotechnology company focusing on small-molecule therapeutics to treat unmet needs in autoimmunity and cancer, for $6.955 in cash per share of Kezar common stock, plus one non-transferable contingent value right (“CVR”), which represents the right to receive: (i) potential payments relating to the ongoing clinical development or disposition of zetomipzomib; (ii) certain proceeds relating to Kezar’s collaboration with Everest Medicines and Kezar’s sale of its Sec61‑based discovery and development program to Enodia Therapeutics; and (iii)100% of Kezar’s closing net cash in excess of $50 million, net of certain post-closing CVR-related expenses (the “Offer”). The transaction (the “Merger”) is expected to close in the second quarter of 2026, subject to certain conditions.

From April 1, 2026 through May 6, 2026, the Company repurchased 2.3 million of its common shares for $36.3 million under the Share Repurchase Plan.