Immunocore Holdings plc
For the period ended Dec 31, 2025. Filed Feb 25, 2026.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Feb 25, 2026
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Item 8. Report of Independent Registered Public Accounting Firm
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the Board of Directors of Immunocore Holdings plc
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Immunocore Holdings plc and subsidiaries (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of operations and comprehensive loss, shareholders’ equity, and cash flows, for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 25, 2026, expressed an unqualified opinion on the Company’s internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Revenue from sale of therapies, net – Deductions and accruals for government rebates — Refer to Notes 2 and 3 to the financial statements
Critical Audit Matter Description
As more fully disclosed in the Significant Accounting Policies note to the financial statements, the Company recognizes revenue from sale of therapies at the net sales price, which includes deductions for which reserves are established. These deductions include rebates, chargebacks, levies, other customer fees and product returns.
Government rebates are provided in relation to programs in certain jurisdictions in which the Company operates. In certain of these jurisdictions, management is required to make significant assumptions and judgments to estimate the government rebate claims related to sales in the respective geographies. These assumptions and judgements include:
(1)pricing in geographies where negotiations are ongoing with the respective governments;
(2)amounts where the government has the potential to clawback additional costs based on volume of sales, government budgets or through renegotiation of pricing; and
(3)future claims yet to be received, related to products sold in the reporting period.
These estimates include consideration of internal forecasts of the patient and distributor mix, information obtained from historic claims received and other industry data, and external health coverage statistics.
We identified deductions and accruals for government rebates in certain jurisdictions as a critical audit matter given the complexity involved in determining the significant assumptions and judgments used in estimating the anticipated government rebate claims, which in turn led to a high degree of auditor professional judgment and increased extent of audit effort in auditing such estimates.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the government rebates, included the following, among others:
We tested the effectiveness of controls over management's processes to account for the deductions and accruals associated with government rebates, including controls over determining the underlying assumptions and key inputs into the Company’s process to calculate government rebate adjustments.
We inspected contractual documents and communications with government agencies and third-party advisors associated with the government rebates, and evaluated the consistency of the estimation methodology with the Company's obligations under such contractual documents and communications.
We tested the mathematical accuracy of the Company's calculation of the estimates for government rebates.
We evaluated whether the accounting treatment for the anticipated government rebate claims is consistent with the relevant accounting standard, ASC 606 Revenue Recognition.
We performed the following procedures to evaluate the significant assumptions and judgments used by management to estimate the government rebate claims:
(i)stress tested certain assumptions and subjective inputs for the government rebates to evaluate the impact on the estimate;
(ii) evaluated management's estimates by using a combination of internal and third-party data, and insights from pricing experts to develop our own independent estimates; and
(iii) assessed whether the actual rebate payments were made in the year and were in line with the relevant contractual terms.
/s/Deloitte LLP
Cambridge, United Kingdom
February 25, 2026
We have served as the Company’s auditor since 2023.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.