AbCellera Biologics Inc.

1. Nature of operations

AbCellera Biologics Inc. (the “Company”) is a clinical-stage biotechnology company focused on discovering and developing antibody medicines for indications with high unmet medical need. The Company aims to bring antibody drug candidates from target to clinic by combining expertise, technologies, and infrastructure for antibody drug discovery and development. The Company uses its capabilities to develop its own pipeline of future antibody drugs and has a diversified portfolio of royalty (and equivalent) stakes in future antibody drugs with partners.

2. Basis of presentation

The accompanying unaudited interim condensed consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial information. Accordingly, the year-end condensed consolidated financial statement data was derived from audited financial statements and these financial statements do not include all the information and footnotes required for complete financial statements. These statements should be read in conjunction with the audited consolidated financial statements of the Company and the accompanying notes thereto for the year ended December 31, 2025.

These unaudited interim condensed consolidated financial statements reflect all adjustments, consisting solely of normal recurring adjustments, which, in the opinion of management, are necessary for a fair presentation of results for the interim periods presented. The results of operations for the three and nine months ended September 30, 2025 and 2026 are not necessarily indicative of results that can be expected for a full year. These unaudited interim condensed consolidated financial statements follow the same significant accounting policies as those described in the notes to the audited consolidated financial statements of the Company for the year ended December 31, 2025.

All amounts expressed in these unaudited interim condensed consolidated financial statements of the Company and the accompanying notes thereto are expressed in thousands of U.S. dollars, except for share data and where otherwise indicated. References to “$” are to U.S. dollars and references to “C$” and “CAD” are to Canadian dollars.

3. Significant accounting policies

Use of estimates

The preparation of the consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the unaudited interim consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Areas of significant estimates include, but are not limited to, revenue recognition including estimated timing of completion of performance obligations and determining whether an option for additional goods or services represents a material right, the impairment assessment of intangible assets and goodwill, and the estimates associated with stock-based compensation awards. The Company bases its estimates on historical experience, known trends and other market-specific or other relevant factors that it believes to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates when circumstances, facts, and experience change. Changes in estimates are recorded in the period in which they become known. Actual results could significantly differ from those estimates.

Recent accounting pronouncements

The Company has reviewed recent accounting pronouncements and concluded that they are either not applicable to the Company, or no material impact is expected in the unaudited interim condensed consolidated financial statements as a result of future adoption.

4. Net loss per share

Basic and diluted net loss per share was calculated as follows:

(1) Includes 1,571,908 and 529,727 weighted average pre-funded warrants outstanding for the three and nine months ended September 30, 2026, respectively, as they are exercisable at any time for nominal cash consideration.

The Company’s potentially dilutive securities, which include stock options and restricted share units (“RSUs”), have been excluded from the computation of diluted net loss per share for the three and nine months ended September 30, 2025 and September 30, 2026 as the effect would be to reduce the net loss per share. Therefore, the weighted-average number of common shares outstanding for the three and nine months ended September 30, 2025 and September 30, 2026 used to calculate both basic and diluted net loss per share is the same.

The Company excluded 70,688,214 and 73,904,206 potential common shares for thethree months ended September 30, 2025 and 2026, respectively, and 71,461,941 and 76,406,421 potential common shares for thenine months ended September 30, 2025 and 2026, respectively, from the computation of diluted net loss per share because including them would have had an anti-dilutive effect.

5. Property and equipment, net

Property and equipment, net consisted of the following:

Depreciation expense on property and equipment was $4.3 million and $5.9 million for thethree months ended September 30, 2025 and 2026, respectively, and $13.3 million and $17.8 million for thenine months ended September 30, 2025 and 2026, respectively.

6. Intangible assets

Intangible assets consisted of the following:

Amortization expense on intangible assets subject to amortization is estimated to be as follows for each of the next five years ended September 30:

7. Investments in equity accounted investees and other assets

The Company has entered intotwo separate 50% joint ventures, Dayhu JV and Beedie JV, as part of the construction of new office and laboratory offices. The Company recorded immaterial amounts of proportionate income or loss with respect to either venture in the three and nine months ended September 30, 2025 and 2026.

Dayhu JV

As of December 31, 2025 and September 30, 2026, the equity investment balance was $10.8 million and $11.5 million, respectively, of which substantially all the assets in the Dayhu JV are comprised of property and equipment. As of December 31, 2025 and September 30, 2026, the Company recorded a right-of-use asset of $45.9 million and $43.8 million, respectively, and an operating lease liability of $46.7 million and $43.5 million, respectively, associated with an office lease with the Dayhu JV. The Company incurred lease expense to the Dayhu JV, included within operating expenses, of $1.3 million and $1.2 million for the three months ended September 30, 2025 and 2026, respectively, and $3.8 million and $3.8 million for the nine months ended September 30, 2025 and 2026, respectively.

As of December 31, 2025 and September 30, 2026, the Dayhu JV’s fixed-rate mortgage had a balance of $61.2 million and $58.4 million, respectively. The Company provides a limited guarantee of the JV's loan obligations, capped at CAD $42.0 million ($29.5 million), which matches a corresponding guarantee provided by the Dayhu JV partner.

Beedie JV

As of December 31, 2025 and September 30, 2026, the equity investment balance was$51.8 million and$52.4 million, respectively, of which substantially all the assets in the Beedie JV are comprised of property and equipment. As of December 31, 2025 and September 30, 2026, the Company recorded a right-of-use asset of $71.5 million and $70.0 million, respectively, and an operating lease liability of $75.7 million and $72.3 million, respectively, associated with an office lease with the Beedie JV. The Company incurred lease expense to the Beedie JV, included within operating expenses, of $1.7 million and $1.7 million, for the three months ended September 30, 2025 and 2026, respectively, and $2.8 million and $5.3 million for the nine months ended September 30, 2025, and 2026, respectively.

The Company had a loan receivable balance of$39.4 million and$38.3 million at December 31, 2025 and September 30, 2026, respectively, included within other current assets. The loan receivable is directly with our JV partner, Beedie, which relates to the land and construction loan that matures in February 2027.

8. Other current assets and liabilities

Other current assets

Current accounts payable and other current liabilities

9. Shareholders’ equity

Financing:

In August 2026, the Company completed an underwritten public offering of 17,435,897 common shares at a public offering price of $9.75 per common share and pre-funded warrants to purchase up to 3,076,926 common shares at $9.74999 per pre-funded warrant with an exercise price of $0.00001 per common share. The Company received gross proceeds of approximately $200.0 million, and net proceeds of $188.8 million after deducting underwriting discounts, commissions, and direct third-party offering expenses of $0.7 million.

Each pre-funded warrant is exercisable for the purchase of a common share at the holder’s discretion at an exercise price of $0.00001, subject to certain post-exercise beneficial ownership limitations as provided under the terms of the pre-funded warrant. Since the pre-funded warrants meet the condition for equity classification, net proceeds from issuances of the pre-funded warrants are recorded in additional paid-in capital. Upon exercise of the pre-funded warrants, the historical costs recorded in additional paid-in capital along with the exercise price collected from the holder will be recorded in common shares. No pre-funded warrants were exercised since the offering, and 3,076,926 shares issuable upon exercise of pre-funded warrants remained outstanding at September 30, 2026.

Stock Option and Incentive Plans:

The following table summarizes the Company’s stock option activity under the Pre-IPO Plan since December 31, 2025:

The following table summarizes the Company’s stock option activity under the 2020 Plan since December 31, 2025:

The following table summarizes the Company’s RSU activity under the 2020 Plan since December 31, 2025:

As of September 30, 2026, the number of shares available for issuance under the 2020 Plan was 34,044,218, which includes awards granted and outstanding under the Pre-IPO Plan that are forfeited after December 10, 2020.

Stock-based Compensation

Stock-based compensation was classified in the condensed consolidated statements of loss and comprehensive loss as follows:

10. Revenue

The disaggregated revenue categories are presented on the face of the condensed consolidated statements of loss and comprehensive loss. Deferred revenue outstanding in each respective period is as follows:

The Company recognized revenue of $8.6 million and $7.8 million during the three months ended September 30, 2025 and 2026, respectively, and $9.5 million and $16.2 million during the nine months ended September 30, 2025 and 2026, respectively, that was included in deferred revenue at the end of the preceding periods.

Additionally, the Company fully collected the $36.0 million litigation settlement receivable outstanding as of December 31, 2025, receiving $18.0 million during the three months ended March 31, 2026 and the remaining $18.0 million during the three months ended June 30, 2026.

In June 2026, the Company entered into a preclinical research collaboration, option, and license agreement with Jazz Pharmaceuticals PLC (Jazz) to discover and develop next-generation T-cell engaging (TCE) multispecific antibodies. Under the terms of the agreement, the Company received $56.0 million in the second quarter of 2026 in non-refundable upfront payments fortwo research programs, with an additional $28.0 million due upon the initiation of a third program. Under the agreement Jazz may exercise its option for development whereby AbCellera is eligible to receive additional option fees and development, regulatory, and commercial sales milestone payments along with tiered royalties on net sales ranging from mid-single digits to low double-digits.

As of September 30, 2026, the aggregate transaction price allocated to unsatisfied performance obligations for the Jazz contract was $52.8 million, which the Company expects to recognize $15.3 million in the next 12 months, with remainder to be recognized thereafter.

In July 2026, the Company entered into a research collaboration with Vertex Pharmaceuticals Incorporated (Vertex) for multispecific T-cell engagers (TCEs) targeting autoimmune diseases and other conditions. The Company will lead discovery and early development using its proprietary TCE platform, while Vertex holds the rights to develop and commercialize the resulting therapeutic antibodies.

Under the terms of the agreement, the Company received a $28.0 million non-refundable upfront payment during the quarter fortwo research programs, and will earn additional fixed fees upon the initiation and completion of specified research phases, resulting in a total transaction price of $30.8 million. The Company is also eligible to receive additional optional research fees and preclinical, development, regulatory, and commercial milestone payments, along with tiered royalties on net sales.

As of September 30, 2026, the aggregate transaction price allocated to unsatisfied performance obligations for the Vertex contract was $29.0 million, of which the Company expects to recognize approximately $19.4 million in the next 12 months, with the remainder to be recognized thereafter.

The Company accounts for its preclinical research collaboration and license agreements as contracts with customers, as the receipt of non-refundable upfront funding indicates the Company is not exposed to significant risks dependent on the commercial success of the collaborative activities, establishing a customer-vendor relationship. Additionally, the Company has concluded that these arrangements do not contain a significant financing component, as substantive business purposes support the underlying payment structures.

11. Financial instruments

Fair Value Measurements

The Company categorizes its financial assets and liabilities measured at fair value into a three-level hierarchy established by U.S. GAAP that prioritizes those inputs to valuation techniques used to measure fair value based on the degree to which they are observable. The three levels of the fair value hierarchy are as follows: Level 1 inputs are quoted prices in active markets for identical assets and liabilities; Level 2 inputs, other than quoted prices included within Level 1, are observable for the asset or liability either directly or indirectly; and Level 3 inputs are not observable in the market.

The Company’s financial instruments consist of cash and cash equivalents, restricted cash, marketable securities, accounts receivable, loans receivable, and accounts payable and other liabilities. The carrying values of cash and cash equivalents, restricted cash, accounts receivable, accounts payable and other liabilities, and loans receivable, approximate their fair values, and are primarily classified as Level 2.

At September 30, 2026, the Company also held non-marketable securities included in other long-term assets of $26.4 million (December 31, 2025 - $32.5 million), reflecting a $6.1 million impairment recognized within other income (expense) in the second quarter of 2026. These non-marketable securities are measured at cost less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investments of the same issuer.

Marketable Securities

As part of the Company’s cash management strategy, the Company holds high credit quality marketable securities that are available to support the Company’s current operations. As of September 30, 2026, our marketable securities were rated A- or higher (or its equivalent) by at least two of the major rating agencies with a weighted average life of approximately 0.6 years.

Level 2 marketable securities in the fair value hierarchy were based on quoted market prices to the extent available or alternative pricing sources and models utilizing market observable inputs to determine fair value. There were no transfers between Level 1, Level 2 and Level 3 during the period.

The following table presents information about the Company’s marketable securities that are measured at fair value on a recurring basis and indicates the level of the fair value hierarchy used to determine such fair values:

12. Commitments and contingencies

From time to time, the Company may become involved in routine litigation arising in the ordinary course of business. At each reporting date, the Company evaluates whether or not a potential loss amount or a potential range of loss is probable and reasonably estimable under the provisions of the authoritative guidance that addresses accounting for contingencies. The Company does not have contingency reserves established for any litigation liabilities and any of the costs related to such legal proceedings are expensed as incurred.

The Company may enter into certain agreements with strategic partners in the ordinary course of operations that may include investments in collaborative arrangements, contractual milestone payments related to the achievement of pre-specified research, development, regulatory and commercialization events and indemnification provisions, which are common in such agreements.

Pursuant to the agreements, the Company may be obligated to make research and development and regulatory milestone payments upon the occurrence of certain events and upon receipt of royalty payments in the low single-digits to mid-twenties based on certain net sales targets. Immaterial amounts were expensed during the three and nine months ended September 30, 2025 or September 30, 2026.

13. Government contributions

The Company recognized the following on the consolidated balance sheets:

1 No amounts have been accrued related to the repayment terms as the conditions are estimated to be non-probable.

2 As of December 31, 2024, the Company had incurred the maximum expenditures under the agreement. Repayment of CAD $116.9 million ($88.5 million) of the funded amount is conditional on achieving certain revenue thresholds over a specified period of time.

3 The amounts are repayable and conditionally repayable starting in 2033 over 15 years, where the conditional portion is based on certain revenue thresholds, at a factor of up to 1.4 times the original grant. Conditionally repayable amounts are presented as repayable as the repayment conditions are estimated to be probable. As of September 30, 2026, total available undrawn grant funding was approximately CAD $93.9 million ($66.0 million), consisting of CAD $76.7 million ($53.9 million) for future qualifying expenditures and $12.1 million in accrued grants receivable for which claims will be filed subsequently.

4 Conditionally repayable amounts starting in 2032 over up to 15 years, based on certain revenue thresholds. As the repayment conditions are estimated to be non-probable, amounts are presented as government grants. As of September 30, 2026, total available undrawn grant funding was approximately CAD $52.9 million ($37.2 million), consisting of CAD $35.5 million ($24.9 million) upon the achievement of certain defined milestones and $12.3 million in accrued grants receivable for claims already filed for past expenditures, which remain pending reimbursement due to annual provincial disbursement limits.

5 For the three months ended September 30, 2025 and 2026, the Company recognized non-cash investing activities for uncollected government grants of $0.9 million and $0.1 million, respectively, and non-cash financing activities of $6.4 million and $4.0 million, respectively. For the nine months ended September 30, 2025 and 2026, non-cash investing activities were $2.4 million and $0.4 million, respectively, and non-cash financing activities were $17.1 million and $9.1 million, respectively.