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Pentixapharm Holding AG Annual Report 2025

Apr 28, 2026

8205_10-k_2026-04-27_442f61c5-9a55-4e50-803f-6d8ac3535b7b.pdf

Annual Report

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ANNUAL REPORT

2025.

www PENTIXAPHARM


CONTENT

A 01 COMPANY

  • 01 At a glance
  • 02 About Pentixapharm
  • 04 Milestones

B 06 Letter to our shareholders

  • 09 Management team
  • 11 Report of the Supervisory Board
  • 14 The Pentixapharm share

C 16 COMBINED MANAGEMENT REPORT

  • 18 Group fundamentals
  • 22 Business report
  • 25 Report on opportunities and risks
  • 28 Forecast report
  • 29 Other disclosures
  • 33 Statement by legal representatives

D 34 CONSOLIDATED FINANCIAL STATEMENTS

  • 36 Consolidated statement of comprehensive income
  • 37 Consolidated balance sheet
  • 38 Consolidated statement of changes in equity
  • 39 Consolidated statement of cash flows
  • 40 Notes

To simplify reading, we use the classic plural form for men, women and other in our annual report. It goes without saying that everyone is included.

The official version of the Pentixapharm annual report is in German. The English translation is provided as a convenience to our shareholders. While we strive to provide an accurate and readable version of our annual report in English, the technical nature of an annual report often yields awkward phrases and sentences. We understand this can cause confusion. So, please always refer to the German annual report for the authoritative version.

73 ADDITIONAL INFORMATION

  • 74 Independent Auditor's Report
  • 80 Separate financial statements
  • 82 Financial calendar

1

CARDIOVASCULAR PANDA

PHASE 3 PROGRAM IN PREPARATION

Clearly defined regulatory pathway based on FDA interactions and PRIME status (EMA) for precise subtyping to facilitate targeted therapy in primary aldosteronism

| CXCR4 LEUKEMIA PROGRAM
2 ongoing clinical phase
½ studies in lymphomas
and leukemias | CD24 ONCOLOGY PROGRAM (PRECLINICAL)
Extending the pipeline
beyond CXCR4 in solid tumors |
| --- | --- |

CLINICALLY VALIDATED CXCR4 PLATFORM

2,600 patients treated and > 100 publications

CASH BURN SIGNIFICANTLY REDUCED

Financial reach secured through
the end of Q1 2027


PENTIXAPHARM ANNUAL REPORT 2025 COMPANY

ABOUT PENTIXAPHARM

Pentixapharm is a Berlin-based biopharmaceutical company specializing in the development of innovative radiopharmaceuticals. Radiopharmaceuticals combine diagnostic and therapeutic approaches and permit the targeted imaging and treatment of diseases, particularly in oncology and cardiovascular indications.

The focus of development is on a CXCR4-based theranostic platform. The diagnostic agent PentixaFor is based on gallium-68 and enables high-precision imaging; supplemental to this, developments with fluorine-18 are being monitored in the pipeline. PentixaTher uses therapeutic radionuclides such as yttrium-90 and lutetium-177 in the targeted treatment of diseased tissue. Pentixapharm systematically optimizes the selection of radionuclides used in response to the respective biology and disease to maximize diagnostic validity and therapeutic efficacy.

In addition to this, with its CD24 program, the company is developing an antibody-based approach, currently in preclinical development, to address solid tumors. Both the peptide and antibody platforms are specifically combined with suitable radioactive components to develop them further into highly specific diagnostic and therapeutic agents.

As it develops its own pipeline of radiopharmaceuticals, Pentixapharm concentrates on primary hyperaldosteronism (Conn's syndrome) and oncological indications. A key emphasis is to prepare the PANDA Phase 3 program in the field of cardiovascular diagnostics. Interactions with the US FDA as well as PRIME status with the EMA underscore the advanced regulatory maturity of this program.

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FOCUSED COMPETENCIES AT THE CORE OF THE DEVELOPMENT VALUE CHAIN


PENTIXAPHARM ANNUAL REPORT 2025 COMPANY About Pentixapharm

BUILDING PIPELINE MOMENTUM ACROSS ONCOLOGY AND CARDIOLOGY

Candidate Target Indication Lead Optimization Pre-clinical IND/CTN Phase I Phase II Phase III Sponsor
Radiodiagnostics
PentixaFor PT-001^{60}Ga CXCR4 Cardiovascular Endocrine & Oncology PTF002 Hypertension - Primary Aldosteronism Ph3 ready WBS/ A PENTIXAPHARM
IITs Hypertension - Primary Aldosteronism IIT Morbus Cushing NIIH International Association and ITCS/HE
PT-003^{18}F CXCR4 (2^{nd}-Gen) PT003 WBS/ A PENTIXAPHARM
Radiotheranostics
PentixaTher PT-002^{10}Y,^{212}Lu CXCR4 Hematologic cancers PTT001 CNS Lymphoma Ph1/2 WBS/ A PENTIXAPHARM
Leukemia and Multiple Myeloma IITs MM, NHL NIIH International Association and ITCS/HE
GT-008 (IgG1 mAb Radioligand) CD24 Solid Tumors (female cancers) WBS/ A PENTIXAPHARM
Multi Modal
Antibody Pipeline CD44 Solid Tumors WBS/ A PENTIXAPHARM
AML = Acute Myeloid Leukemia MM = Multiple Myeloma RAC = Radioimmunoconjugates/Radiopharmaceutical Antibody Conjugates
ALL = Acute Lymphoid Leukemia NHL = Non-Hodgkin Lymphoma PT = Peptide based portfolio
CNSL = Central Nervous System Lymphoma GT = Glyco-Antibody based portfolio

While diagnostics are developed to address non-oncological indications, meanwhile, the oncological pipeline combines diagnostics with therapeutics (also referred to as “theranostics”). The main indication in oncology is in cancers of the blood: multiple myeloma (MM) and acute myeloid leukemia (AML).

Pentixapharm concentrates its efforts on developing its substances up to clearly defined clinical inflection points in experimental values. Going forward, ongoing development and possible commercialization will also occur against a backdrop of strategic partnerships.

The market approval of a radiopharmaceutical requires extensive regulatory review by the relevant drug authorities, particularly the European Medicines Agency (EMA) in Europe and the U.S. Food and Drug Administration (FDA) in the United States.

None of the products developed by Pentixapharm has a market approval at this point in time. The ongoing clinical studies are intended to demonstrate the safety and efficacy of the active substances developed, in an effort to meet regulatory requirements for subsequent approval.

With its specialized research and a clear emphasis on development, Pentixapharm is positioning itself as a major player in the growing field of radiopharmaceuticals.


PENTIXAPHARM ANNUAL REPORT 2025 COMPANY

MILESTONES

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MAY

STRATEGIC REALIGNMENT AND PORTFOLIO CONSOLIDATION

Focusing on programs with high medical and economic potential and integrating previously acquired activities into a unified strategy for radiopharmaceuticals development.

PLATFORM EXPANSION THROUGH CD24 ANTIBODY PROGRAM

Further development of a preclinical, antibody-based radiopharmaceutical with the checkpoint target (CD24) for use in treating solid tumors

JUNE


PENTIXAPHARM ANNUAL REPORT 2025 COMPANY Milestones

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SEPTEMBER

CLINICAL ADVANCES OF THE CXCR4 PLATFORM

New data from investigator-initiated studies and clinical collaborations confirm the applicability of PentixaFor and PentixaTher for diagnostic and therapeutic indications.

REGULATORY PROGRESS FOR PANDA PHASE 3 PROGRAM

Progress in the preparation of the Phase 3 study on cardiovascular diagnostics for treatment-resistant hypertension in the context of primary hyperaldosteronism (PA), based on interactions with the FDA and regulatory recognition (PRIME status) by EMA.

NOVEMBER

IMPROVING FINANCIAL FORECASTING THROUGH COST REDUCTIONS

Reduction of the expected annual loss to around €-18 million through structural measures undertaken to reduce cash burn.

DECEMBER

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PENTIXAPHARM ANNUAL REPORT 2025 COMPANY

LETTER TO OUR SHAREHOLDERS

Dear Ladies and Gentlemen,

Dear Shareholders,

For Pentixapharm, the year 2025 was a year of strategic focus, operational discipline and important regulatory progress. In a dynamic market environment, we have realigned our company, consistently prioritized our development programs and created the organizational conditions for the systematic further development of our radiopharmaceuticals platform.

Radiopharmaceuticals are becoming one of the most dynamic segments of precision medicine worldwide. They permit closer dovetailing of diagnostic and therapeutic approaches, which opens up new leads for the personalized treatment of cancer and cardiovascular diseases.

Our primary goal is to push the limits of radiopharmaceuticals. With this in mind, we have built and are continuing to develop an integrated development organization that combines clinical development, regulatory strategy and the development of radiopharmaceutical substances with extensive expertise. Based on this organization, we are pressing ahead with the development of innovative substances, continuing through to decisive inflection points in clinical values.

We are convinced that we can make an important contribution to greater diagnostic precision and the targeted treatment of cancer and cardiovascular diseases in the future.

Focus as the basis for sustainable value

We set ourselves a clear strategic focus in 2025. The Management Board, together with the Supervisory Board, decided to halt clinical programs with limited recruiting momentum and to consistently direct our resources instead toward programs that offer the greatest medical and economic potential.

This realignment also included the integration of previous activities from Glycotope and Myelo Therapeutics into a focused strategy for radiopharmaceuticals development. At the same time, we managed to streamline our operational structure, strengthen our core competencies and significantly reduce our cash burn.

These measures have already had an impact: In November 2025, we significantly improved our expected loss position for the financial year and extended our financial reach through to the end of the first quarter of 2027.


PENTIXAPHARM ANNUAL REPORT 2025 COMPANY Letter to our shareholders

Focused clinical development programs

Pentixapharm is developing a focused portfolio of innovative substances that harbor the potential to set new standards in precision medicine. Our development activities revolve around three strategic areas.

Precision diagnostics in cardiovascular diseases

A key emphasis of our activities in 2025 was the preparation of the PANDA Phase 3 program with our radiodiagnostic candidate, [⁹⁸Ga]Ga-PentixaFor.

The program is geared to patients presenting treatment-resistant hypertension and suspected primary hyperaldosteronism – a hormonally induced form of hypertension and a significant risk factor for secondary cardiovascular diseases.

We held a Type B Pre-IND meeting with the U.S. FDA in December 2025 and received constructive, non-binding feedback with regard to key elements of the planned Phase 3 protocol that covered study design, statistical parameters and criteria for inclusion and exclusion. These regulatory interactions represent an important step on the path to a possible approval.

The clinical evidence base for PentixaFor is continuously growing: More than 100 scientific publications with more than 2,600 patients studied, 1,600 of them with primary hyperaldosteronism, attest to the robust in-vivo imaging of the CXCR4 receptor and bolster the clinical relevance of our approach.

Theranostic approaches in oncology

At the same time, we are pressing ahead with development of our CXCR4-based theranostic approach in oncology. Combining our diagnostic tracer PentixaFor with the therapeutic radiopharmaceutical PentixaTher permits targeted conditioning of the bone marrow prior to stem cell transplants for the treatment of hematological cancers.

Our goal is to supplement, or in some cases prospectively substitute, highly toxic standard conditioning based on intensive chemotherapy or whole-body irradiation with a more precise approach to radiopharmaceuticals.

Stem-cell transplantation is an established method for the treatment of acute myeloid leukemia and multiple myeloma; it requires prior conditioning of the bone marrow – an area that presents considerable medical demand.

In addition, with our CD24 program, we are developing another innovative oncology approach for hard-to-treat solid tumors, specifically including ovarian and breast cancer.


PENTIXAPHARM ANNUAL REPORT 2025 COMPANY Letter to our shareholders

Clinical development and regulatory progress as a key driver of value

The clinical development of our programs, together with the regulatory progress achieved, are key value drivers for Pentixapharm.

Alongside the development activities of our own, investigator-initiated studies and clinical collaborations in 2025 demonstrated further progress with our CXCR4-focused approach, both in diagnostic imaging with PentixaFor and in therapeutic applications with PentixaTher.

These independent clinical efforts continuously grow the scientific and clinical evidence base of our programs and reinforce further developments in our Phase 3 program in the field of hormonally induced hypertension, alongside our theranostic approaches to hematologic cancers.

Financial position

The strategic focus in 2025 led not only to a clearer development strategy but to an improved financial position as well. By cutting clinical development expenses and consistently controlling costs, we were able to reduce our expected loss position significantly while at the same time extending our financial reach until the end of the first quarter of 2027.

This financial discipline creates an important foundation from which to achieve our forthcoming clinical and regulatory milestones.

Outlook

Today, Pentixapharm is a focused clinical development company with a clearly defined strategy. We are continuously improving upon our integrated development organization for radiopharmaceuticals; we combine clinical, regulatory and radiopharmaceuticals expertise to efficiently advance innovative substances.

We are convinced that our CXCR4-based theranostics and other development programs in oncology have the potential to transform the treatment of cancer and cardiovascular disease – and thus create long-term value for patients and our shareholders.

On behalf of the entire Management Board, we would like to thank our employees for their extraordinary dedication, and our numerous clinical partners, physicians and patients for their contributions. We would also like to thank you, our shareholders, for your trust and support.

Best regards,

Dr Dirk Pleimes
Chief Executive Officer


PENTIXAPHARM ANNUAL REPORT 2025 COMPANY

MANAGEMENT TEAM

MANAGEMENT BOARD

Dr. Dirk Pleimes

Group CEO & Chief Medical Officer

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After completing his study of medicine and receiving a diploma in public health at Charité, Humboldt-Universität zu Berlin, Dr. Dirk Pleimes earned a degree in management at The Open University (UK). He gained extensive experience in pharmaceuticals development as a Clinical Development Physician at Parexel and in senior medical positions at Schering AG and Bayer AG. From 2013 to 2022, he served as Chief Medical Officer (CMO) and Chief Science Officer (CSO) at Myelo Therapeutics GmbH, where he subsequently assumed the role of CEO. His focus here was on preclinical and clinical development, regulatory processes and business development. Dr. Pleimes has been a member of the Management Board of Pentixapharm AG since January 2024; he became CEO of Pentixapharm Holding AG on March 1, 2025.

Henner Kollenberg

Member of the Management Board & Chief Business Officer

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Henner Kollenberg studied economics at the universities of Göttingen and Bonn as well as law & economics in Hamburg, Ghent, Lund and Stockholm. Following initial career positions in corporate development, he moved into management consulting, most recently as a managing partner of an internationally renowned consulting firm. Beginning in 2013, Mr. Kollenberg held over executive positions in biotechnology companies. These roles included positions at Avitop GmbH and, from 2014, as CFO of Glycotope GmbH, which he led as CEO beginning in 2017. Mr. Kollenberg has been a member of the Management Board of Pentixapharm AG since July 2024 and also joined the Management Board of Pentixapharm Holding AG on January 27, 2025.


PENTIXAPHARM ANNUAL REPORT 2025 COMPANY Management team

SUPERVISORY BOARD

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  1. Dr. Andreas Eckert
    Chairman of the Supervisory Board
    Businessman, Wandlitz

  2. Dr. Harald Hasselmann
    Business Economist, Berlin

  3. Dr. Marcus Quinkler
    Endocrinologist, Berlin

  4. Dr. Ken Herrmann
    Nuclear Medicine Physician, Essen

  5. Dr. Jürgen Allerkamp
    Attorney, Hamburg

  6. Jens Giltsch
    Business Economist, Bernau

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PENTIXAPHARM ANNUAL REPORT 2025 COMPANY

REPORT OF THE SUPERVISORY BOARD

In the 2025 financial year, the Supervisory Board duly performed the tasks incumbent on it under the law, the Articles of Association and the Rules of Procedure, continuously monitoring and advising the Management Board on questions relating to management of the company. The Supervisory Board was directly involved in all decisions of fundamental importance to the company.

COMPOSITION OF THE SUPERVISORY BOARD

Because the company was not established until 2024, four of the six members of the Supervisory Board had to be newly elected on May 27, 2025, at the Annual General Meeting, where the acts of management for the first short financial year of 2024 were also approved. The following persons were newly elected to the Supervisory Board:

a) Dr. Harald Hasselmann, of Berlin, CEO of Eckert & Ziegler SE, until the end of the Annual General Meeting that approves of the actions of management for the financial year ending December 31, 2026.

b) Prof. Dr. Marcus Quinkler, of Berlin, Endocrinologist, until the end of the Annual General Meeting that approves of the actions of management for the financial year ending December 31, 2027.

c) Prof. Dr. Ken Herrmann, of Essen, Chair, Department of Nuclear Medicine, Universitätsmedizin Essen, until the end of the Annual General Meeting that approves of the actions of management for the financial year ending December 31, 2028.

d) Dr. Andreas Eckert, of Wandlitz, CEO of Eckert Wagniskapital GmbH, until the end of the Annual General Meeting that approves of the actions of management for the financial year ending December 31, 2025.

Pursuant to the company's Articles of Association, the principal shareholder, Eckert Wagniskapital und Frühphasenfinanzierung GmbH ("EWK"), is granted the right to appoint one-third of the legally or statutorily determined number of Supervisory Board members. In exercise of this right, EWK

e) Appointed Dr. Jürgen Allerkamp, of Hamburg, to the Supervisory Board, effective July 1, 2025, until the end of the Annual General Meeting that approves of the actions of management for the financial year ending December 31, 2029.

f) Also appointed Mr. Jens Giltsch to the Supervisory Board, effective May 27, 2025, until the end of the Annual General Meeting that approves of the actions of management for the financial year ending December 31, 2029. He was previously a member of the first Supervisory Board, which was appointed by the founder of the company.

Additionally, (i) Ms. Paola Eckert-Palvarini, of Wandlitz; (ii) Prof. Dr. Helmut Grothe, of Wandlitz; (iii) Dr. Jürgen Allerkamp, of Hamburg; and (iv) Harald Pinger, of Berlin, were elected by the same Annual General Meeting to serve as substitute members for the four members of the Supervisory Board appointed on May 27, 2025. Dr. Allerkamp's membership as substitute is not currently active, due to his subsequent appointment to the Supervisory Board by EWK.

Because Mr. Henner Kollenberg was appointed by resolution of the Supervisory Board at the meeting of January 22, 2025, effective January 27, 2025; and because, from that point forward, Dr. Andreas Eckert no longer represented the company as its sole Director, he was able to resume his dormant Supervisory Board mandate, effective February 27, 2025, following his appointment to the Management Board in place of the former sole Director, in application of Section 105 (2) of the German Stock Corporation Act [AktG]. He was re-elected Chairman at the Supervisory Board meeting on January 22, 2025, effective February 27, 2025.

In order to avoid cross-supervision in accordance with Section 100 (2) No. 3 AktG relative to the interim appointment of Dr. Eckert to the Management Board of the company, Dr. Hasselmann resigned from the Supervisory Board of Pentixapharm Holding AG, effective October 27, 2024, at the Supervisory Board meeting held on October 25, 2024. This was done given the fact that Dr. Eckert heads the Supervisory Board of Eckert & Ziegler SE, where Dr. Hasselmann serves as CEO. EWK initially reappointed Dr. Hasselmann to the Supervisory Board, effective March 10, 2025, prior to his election by the shareholders at the company's Annual General Meeting on May 27, 2025, as shown at left.

Mr. Perschmann, whom EWK had previously appointed to membership on the Supervisory Board, was elected as the new Chairman of the Supervisory Board at the meeting on October 25, 2024. Mr. Perschmann subsequently resigned from the Supervisory Board at his own request at the end of February 26, 2025.

Supervisory Board member Dr. Hakim Bouterfa, who had been appointed to the Supervisory Board by EWK, was dismissed by EWK at the end of June 30, 2025.


PENTIXAPHARM ANNUAL REPORT 2025 COMPANY Report of the Supervisory Board

The composition of the Supervisory Board during the reporting period was thus as follows:

Name Period
Dr. Andreas Eckert (Chairman from February 27, 2025) February 27, 2025 – Beyond the end of the reporting period
Dr. Harald Hasselmann March 10, 2025 – Beyond the end of the reporting period
Jens Giltsch January 1, 2025 – Beyond the end of the reporting period
Frank Perschmann (Chairman until February 26, 2025) January 1, 2025 – February 26, 2025
Hakim Bouterfa January 1, 2025 – June 30, 2025
Prof. Dr. Marcus Quinkler January 1, 2025 – Beyond the end of the reporting period
Prof. Dr. Ken Herrmann January 1, 2025 – Beyond the end of the reporting period
Dr. Jürgen Allerkamp July 1, 2025 – Beyond the end of the reporting period

WORK OF THE SUPERVISORY BOARD DURING THE REPORTING PERIOD

The Management Board regularly, promptly and comprehensively informed the Supervisory Board with regard to corporate planning, the course of business, strategic development and current situation of the company and of the Group it leads.

Even outside of Supervisory Board meetings, the Management Board also regularly informed the Chairman of the Supervisory Board about current developments and significant business transactions. In addition, there was regular interaction around questions of strategy, planning, general business development, the risk situation and risk management as well as compliance by the company.

A total of seven meetings of the full Supervisory Board were held during the reporting period, five of these in person and two as video conferences. Where necessary, resolutions between meetings were brought about by means of the circulation method. Five written/electronic decisions were taken in this form during the 2025 financial year. Resolutions of fundamental importance were made based either on informative documents or direct deliberations with the Management Board. The rate of participation in meetings of the Supervisory Board stood at approx. $91\%$ . The following table presents meeting participation by individual members of the Supervisory Board.

Supervisory Board members Super-visory Board Supervisory Board participation rate Audit Committee
Video: 2In-person:5 Video: 0In-person:1
Dr. Andreas Eckert (Chairman from February 27, 2025) 6/6 100%
Dr. Harald Hasselmann 5/6 83% 1/1
Jens Giltsch 7/7 100% 1/1
Frank Perschmann (Chairman until February 26, 2025) 1/1 100%
Hakim Bouterfa 3/4 75%
Prof. Dr. Marcus Quinkler 7/7 100%
Prof. Dr. Ken Herrmann 5/7 71%
Dr. Jürgen Allerkamp 3/3 100%
Total participation rate 91% 100%

KEY FOCUS AREAS OF DELIBERATION BY THE SUPERVISORY BOARD

Deliberations by the Supervisory Board were focused on the following key topics:

Mr. Henner Kollenberg was appointed to the company's Management Board at the January 22, 2025, meeting, effective January 27, 2025. In addition, Dr. Andreas Eckert was re-elected Chairman of the Supervisory Board of the company, effective February 27, 2025, and his service agreement with the Management Board was terminated. A decision was also made to discontinue the program of the subsidiary of Pentixapharm AG, doing business as Myelo Therapeutics GmbH, and to derecognize the contingent liabilities associated with it.

The main items for the meeting of April 11, 2025, were the approval of the purchase of Pentixapharm Inc. in the USA the approval of the 2024 Report of the Supervisory Board; approval of the 2024 Remuneration Report; approval of the remuneration system for the Management Board; and approval of the Supervisory Board's proposed resolutions for inclusion among the agenda items for the May 27, 2025, Annual General Meeting.

During a video conference, on April 14, 2025, the members of the Supervisory Board passed a resolution to approve the audited consolidated and annual financial statements for 2024. Consequently, the financial statements were deemed to have been established.

The May 27, 2025 Supervisory Board meeting resolved to halt the PTF301 diagnostic study on marginal zone lymphoma (MZL). Dr. Hasselmann and Mr. Giltsch were additionally elected to the Audit Committee of the Supervisory Board.


PENTIXAPHARM ANNUAL REPORT 2025 COMPANY Report of the Supervisory Board

The Supervisory Board meeting held August 5, 2025, was devoted to the general situation of the company. In addition, the appointment of Management Board member Dr. Dirk Pleimes was extended ahead of schedule, until December 31, 2026.

There was preliminary discussion of the key points of the 2026 budget at a September 30, 2025, meeting of the Supervisory Board.

There were priority consultations about the 2026 budget at the budget meeting held on October 14, 2025. The Management Board provided information on the economic position of the company and the current status of significant projects. The budget for 2026 was then adopted by circular resolution on October 23, 2025.

Due to conflicts of interest, none of the votes by members of the Supervisory Board in balloting on draft resolutions was considered as abstentions during the reporting period.

COMMITTEE WORK

Audit Committee

The members of the Audit Committee are:

  • Jens Giltsch (Chairman)
  • Dr. Harald Hasselmann

The Audit Committee satisfies the requirements of Sections 100 (5) and 107 (4) Sentence 3 AktG, under which at least one member must have expertise in the field of accounting and at least one other member must have expertise in the field of auditing, and according to which the entirety of membership must be familiar with the sector in which the company operates.

The Audit Committee met once during the 2025 financial year. The subject of the in-person meeting, which was held with the participation of both committee members on December 18, 2025, was the preparation of the annual financial statements for 2025.

CORPORATE GOVERNANCE GUIDELINES

During the reporting year, the Supervisory Board once again continued its work on the further development of the standards of good and responsible corporate governance in light of the German Corporate Governance Code as amended on April 28, 2022. By circular resolution of December 15, 2025, the Management Board and Supervisory Board issued a new Statement of Compliance with the German Corporate Governance Code; this resolution was implemented on December 17, 2025. There were no conflicts of interest on the part of Supervisory Board members during the reporting year.

AUDIT OF THE ANNUAL FINANCIAL STATEMENTS FOR 2025

The annual financial statements of Pentixapharm Holding AG, the consolidated financial statements of the Pentixapharm Group and the group management report, together with the accounting records, have been audited by the auditor appointed by the Annual General Meeting for the 2025 financial year, MSW GmbH Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft, Berlin.

In addition, the Chairman of the Audit Committee was in constant contact with MSW GmbH to monitor the progress of the audit. The auditor found that all legal requirements had been met and issued an unqualified audit opinion. Furthermore, the auditor also found that the Management Board had appropriately implemented the measures required of it under Section 91 (2) AktG regarding establishment of a risk-monitoring system, and that this system is suitable for the early identification of developments that jeopardize the Company's ability to continue as a going concern. With regard to the report submitted by the Management Board on the Company's relationships with affiliated companies pursuant to Section 312 AktG (dependency report), the auditor confirmed that the actual disclosures in the report are correct and that the payments made by the company for the legal transactions listed in the report were not unreasonably high.

The documents to be audited for the annual financial statement – including the group management report and the dependency report and the auditor's audit reports – had been made available for review by the members of the Supervisory Board in good time prior to the March 25, 2026, meeting. A representative of the auditor attended the balance sheet meeting of the Supervisory Board on March 25, 2026, and reported extensively on the progress and significant results of the audit of the annual financial statement documents and provided satisfactory answers to questions by members of the Supervisory Board. The Supervisory Board noted the auditor's results with approval.

At its March 25, 2026, meeting, the Supervisory Board also adopted this report and the remuneration report in accordance with Section 162 AktG for the 2025 financial year.

As a result of its review, the Supervisory Board has no reason to raise objections to the audited annual financial statement documents, the group management report or the dependency report, including the final declaration by the Management Board. Hence, on the recommendation of its Audit Committee, the Supervisory Board approves the annual financial statements of Pentixapharm Holding AG and the consolidated financial statements of the Pentixapharm Group as presented to it. The annual financial statements of Pentixapharm Holding AG are thus adopted. There was no net profit during the 2025 financial year.

ACKNOWLEDGMENT

The Supervisory Board extends its thanks to the company's management and all employees for the outstanding performance achieved once again in the 2025 financial year.

Berlin, March 2026

On behalf of the Supervisory Board

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PENTIXAPHARM ANNUAL REPORT 2025 COMPANY

THE PENTIXAPHARM SHARE

TRADE DATA

Metric Dec. 30, 2025
Price as of December 31, 2025* 1.48 €
Highest price in the financial year* 4.65 €
Lowest price in the financial year* 1.36 €
Number of shares as of the reporting date 24,795,477
Market capitalization as of the reporting date €36.7 million
Average daily trading volume: 23,932 shares

*Closing price, Xetra

SHARE PERFORMANCE

The 2025 stock market year at Pentixapharm Holding AG was highly dynamic and called for patience and trust on the part of our investors. After our share underwent an impressive rally in the first quarter and peaked on February 18 with a Xetra closing price of €4.65, there was a significant price correction over the remainder of the year.

Given this phase in pricing following the previous year's IPO, the stock bottomed out at €1.36 on November 19. In operational terms, however, we used this year to set the course to come in decisive ways. By consistently focusing on the programs with the greatest medical and economic potential, we have strengthened the foundation for future value creation. Consequently, in a market environment that places high demands on growth companies, we witnessed an initial stabilization toward year's end.

The share finished the year with a Xetra closing price of €1.48 on December 30 and a market capitalization of around €36.7 million. Although the valuation currently falls below the high levels seen in the spring, the operational progress and the consolidation in November create a firm foundation for the coming financial year.


PENTIXAPHARM ANNUAL REPORT 2025 COMPANY The Pentixapharm share

TRADE DATA 2025

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Basic information on the Pentixapharm Holding share

International Securities Identification Number:
DE000A40AEG0

German Securities Identification Number (WKN):
A40AEG

Listing:
Prime Standard, Frankfurt

Stock exchange symbol:
PTP (Deutsche Börse)

Free float:
Approx 54%

IR Contact

Pentixapharm Holding AG
Investor Relations

[email protected]
Tel. +49 30 94 89 26 00
www.pentixapharm.com


PENTIXAPHARM ANNUAL REPORT 2025 COMBINED MANAGEMENT REPORT

B COMBINED MANAGEMENT REPORT

18 1. GROUP FUNDAMENTALS
18 1.1 BUSINESS MODEL OF THE GROUP
18 1.2 PENTIXAPHARM HOLDING AG
18 1.3 PENTIXAPHARM AG
20 1.4 MARKET AND COMPETITORS
21 1.5 EVENTS OF IMPORTANCE DURING THE 2025 FINANCIAL YEAR
21 1.6 MANAGEMENT SYSTEM

22 2. BUSINESS REPORT
22 2.1 EARNINGS PERFORMANCE, FINANCIAL POSITION AND RESULTS OF OPERATIONS OF THE GROUP
23 2.2 EARNINGS PERFORMANCE, FINANCIAL POSITION AND RESULTS OF OPERATIONS OF PENTIXAPHARM HOLDING AG - NOTES BASED ON THE GERMAN COMMERCIAL CODE [HGB]
24 2.3 EMPLOYEES

25 3. REPORT ON OPPORTUNITIES AND RISKS
25 3.1 ORGANIZATION OF THE RISK-MANAGEMENT SYSTEM
25 3.2 FINANCIAL RISKS
26 3.3 RESEARCH AND DEVELOPMENT RISKS
26 3.4 POLITICAL RISKS
26 3.5 LEGAL RISKS
26 3.6 IT RISKS
26 3.7 PERSONNEL RISKS

26 3.8 PROCUREMENT RISKS
27 3.9 RISKS POSED BY COST INCREASES DUE TO PRICE HIKES
27 3.10 OTHER RISKS
27 3.11 RISK TREND
27 3.12 OPPORTUNITY REPORT
27 3.13 ACCOUNTING-RELATED RISK MANAGEMENT AND INTERNAL CONTROL SYSTEM

28 4. FORECAST REPORT
28 4.1 SITUATION AT THE BEGINNING OF 2026 AND FORECAST FOR THE YEAR
28 4.2 FUTURE BUSINESS DEVELOPMENT IN THE GROUP
29 4.3 FUTURE BUSINESS DEVELOPMENT OF PENTIXAPHARM HOLDING AG

29 5. OTHER DISCLOSURES
29 5.1 CORPORATE GOVERNANCE STATEMENT PURSUANT TO SECTIONS 289 AND 315D OF THE GERMAN COMMERCIAL CODE [HGB]
29 5.2 REMUNERATION REPORT
29 5.3 INFORMATION REQUIRED UNDER TAKEOVER LAW
33 5.4 REPORT ON RELATIONSHIPS WITH AFFILIATED COMPANIES

33 6. STATEMENT BY LEGAL REPRESENTATIVES (BALANCE SHEET OATH)

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PENTIXAPHARM ANNUAL REPORT 2025 - COMBINED MANAGEMENT REPORT

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PENTIXAPHARM ANNUAL REPORT 2025 COMBINED MANAGEMENT REPORT Group fundamentals

1. GROUP FUNDAMENTALS

1.1 BUSINESS MODEL OF THE GROUP

The Pentixapharm Group (Group) is currently engaged in the research and development of innovative radiopharmaceuticals.

The Group's approach to added value is focused particularly on the clinical development of the products. The transition from preclinical development phases to early clinical trials and the generation of robust clinical data are essential steps to augmenting value. In the diagnostic area, the Group also plans to start a Phase 3 program in 2026, giving it a late clinical development project with significant potential for added value with regard to subsequent approval and possible market entry.

The programs for the development of radiotherapeutics and radiodiagnostics are managed independently. As part of its research and development activities, Pentixapharm AG (PTP) cooperates with leading international universities and specialized contract research institutes.

Pentixapharm Holding AG (PTX) performs holding functions exclusively, while business operations are conducted by the Group company PTP. Since the second quarter of 2025, Pentixapharm Inc. (PTI) belongs to the scope of consolidation of the entity that supports the company's US operations.

As announced, the development projects of Company Myelo Therapeutics GmbH (Myelo), which belongs to the Group, have been discontinued. Final contractual obligations are currently being wound up.

1.2 PENTIXAPHARM HOLDING AG

Pentixapharm Holding AG operates as a financial and administrative holding company for its subsidiaries and does not conduct business operations of its own. The company is financed mainly through access to the capital market. Pentixapharm Holding AG also receives remuneration for services it provides to its subsidiary. In light of the investments in research and development planned, however, the subsidiary is not expected to distribute profits in the medium term. Additional interest income can be generated in the future through loans granted to the subsidiary.

1.3 PENTIXAPHARM AG

The Group company Pentixapharm AG is a clinical-stage biopharmaceuticals company specializing in the development of novel, potentially first-in-class radiopharmaceuticals for use in diagnostic and therapeutic applications.

The portfolio is strategically geared to two complementary core areas:

Oncological theranostics

PTP develops targeted radiopharmaceuticals in the field of oncological theranostics for use in the diagnosis and systematic treatment of tumor diseases with a special focus on hematological and selected solid tumors. The theranostic approach combines a diagnostic radiopharmaceutical for the identification of suitable target structures ("identification") with a therapeutic radiopharmaceutical tailored to these for the targeted irradiation of the tumor tissue ("treatment"). The same integrated diagnostics and treatment model permits treatment-specific stratification of patients and provides for targeted conditioning with direct antitumoral efficacy in the context of transplant-related therapy concepts – such as PentixaTher – with a simultaneous potential reduction in treatments that rely on conventional chemotherapy.

Pentixapharm is also expanding its oncology pipeline with glycan-protein-based antibodies. These novel, differentiating antibody formats address combined glycan and protein structures, particularly in solid tumors, and tap the potential for additional diagnostic and therapeutic applications beyond the CXCR4 programs.

Precision diagnostics in cardiovascular and endocrine diseases

In the field of radiodiagnostics, the company addresses cardiovascular and endocrine diseases with innovative, differentiating target structures. The goal is to achieve a highly specific visualization of disease-relevant processes in an effort to improve the bases for clinical decision-making and the approaches to therapy.

The Group's value creation occurs along clearly defined milestones for clinical development. The transition from preclinical programs to clinical development, the demonstration of clinical safety and efficacy and the achievement of subsequent development phases are key steps toward enhancing value. The most advanced diagnostic program is in preparation for Phase 3 and represents a significant value of the company.


The technological foundation for the advanced clinical programs is a patent-protected family of active substances featuring cxcr4-binding, peptide-based ligands and their radiolabeled derivatives and available to the company through an exclusive license. These intellectual-property rights extend to all of the advanced programs for clinical development in the cxcr4 field.

Key developments in 2025

Pentixapharm continued systematically advancing its strategic focus on developing innovative radiopharmaceuticals in the 2025 financial year. The company is now fully focused on its clinical-stage radiopharmaceuticals portfolio, with a clear concentration on indications with attractive market potential and a differentiating claim to innovation.

Based on the cash reach expected through late March 2027, the company has the financial footing it needs to continue to pursue its plans for further development of its clinical programs.

Precision diagnostics -- Advances in the treatment of primary hyperaldosteronism

Pentixapharm made significant advances in the field of precision diagnostics in the 2025 financial year, with the cxcr4-directed radiodiagnostic [68Ga]Ga-PentixaFor for improved diagnostics of primary hyperaldosteronism and treatment-resistant hypertension. The goal is to establish a more precise diagnostic pathway for the identification of suitable patients and the optimization of therapeutic decisions. Despite its clinical relevance, primary hyperaldosteronism remains underdiagnosed. Earlier, more targeted diagnostics thus address a considerable medical and health-economic need.

Preparations continued for the planned Phase 3 panda study. In a Type B Pre-IND meeting with the u.s. Food and Drug Administration (fda), the company received positive feedback on the key elements of the Phase 3 study protocol, including study design, inclusion criteria, and statistical planning. This regulatory feedback represents an important step toward submission of the Investigational New Drug (ind) application for the Phase 3 study.

In addition to the company's proprietary development activities, several investigator-initiated clinical trials with [68Ga]Ga-PentixaFor conducted in academic cooperation were completed in 2025. Some of these studies -- specifically including studies in patients with primary hyperaldosteronism -- were of an exploratory, Phase-2 nature and furnish additional clinical evidence of the diagnostic performance of the cxcr4-directed imaging approach. Extensive clinical data presented at the Annual Congress of the European Association of Nuclear Medicine (eanm) confirm the potential of [68Ga]Ga-PentixaFor to significantly improve the diagnosis of primary hyperaldosteronism and enable more precise patient selection for innovative therapy options.

At the European level, initial scientific advice on regulatory strategy was also provided as part of the European Medicines Agency's (ema) Prime program. Admission to the Prime program underscores the potential.

Oncological theranostics -- Advances in hemato-oncology

In the field of oncological therapeutics, Pentixapharm is moving forward with development of [90Y]Y-PentixaTher and [177Lu]Lu-PentixaTher with a focus on hemato-oncological indications.

A central goal of the program is to improve conditioning prior to transplanting hematopoietic stem cells. PentixaTher is designed to permit targeted, cxcr4-based conditioning, thereby supplementing or prospectively reducing the approach to pretreatment, which has previously been predominantly chemotherapy-based. In addition to selectively eliminating malignant cells, the approach addresses the potential for improved antitumor efficacy while reducing systemic toxicity.

There have been significant advances in the implementation of the clinical development program in settings in which hemato-oncological indications are involved. In addition to investigator-initiated studies (iits), there is consistent planning of the company's own Phase 1/2 studies. Reaching the fourth dose level of an iit at the University Hospital of Nantes (Pentilula) -- this is an important milestone in the therapeutic cxcr4 program and underscores planned clinical development for an indication with high a medical need and a limited prognosis.

The scientific presentation of the cxcr4 portfolio at leading international congresses -- including snmmi, eha and uronco25 -- confirmed the high clinical relevance and broad application potential of the program. In-depth interactions with medical opinion leaders support the ongoing strategic development for prioritized indications.

Another significant operational milestone in the preparation of clinical trials was the conclusion of a manufacturing agreement with Eckert & Ziegler for the gmp production of yttrium-90-based PentixaTher. This cooperation arrangement ensures regulation-compliant manufacturing while strengthening the clinical supply chain for the planned development programs.


PENTIXAPHARM ANNUAL REPORT 2025 COMBINED MANAGEMENT REPORT Group fundamentals

Development of antibody-based radiotheranostics

Significant progress has also been made in the field of glycan protein-based antibodies. Pentixapharm is developing GT-008, a potentially first-in-class radioconjugate candidate with glycosylation-dependent binding to CD24 – a relevant target antigen in several solid tumor entities, particularly in the field of gynecology.

The preclinical data presented at the Annual Meeting of the American Association for Cancer Research (AACR) and published in a press release show pronounced tumor-specific uptake and compelling antitumor activity in solid-tumor models. Preclinical studies with CD24-based radioconjugate antibodies have already confirmed a high level of target binding and selectivity.

These results highlight the differentiating potential of proprietary antibodies for future clinical development programs in the field of solid tumors.

1.4 MARKET AND COMPETITORS

1.4.1 Main markets and market characteristics

Pentixapharm engages in the field of pharmaceuticals development and specializes in targeted radiopharmaceuticals. Specifically, the company operates in the global radiopharmaceuticals market and in specific submarkets such as cardiology, endocrinology and oncological diagnostics/therapy.

Radiopharmaceuticals combine radioactive isotopes with specifically binding ligands that attach to certain types of cell such as tumor cells or disease-relevant tissue. This high-precision technology permits not only early diagnosis but also selective treatment of a variety of diseases, offering a significant advance over conventional methods of cancer diagnostics and treatment.

1.4.2 Development and milestones

  • Radiation therapy has been part of the established repertoire of cancer medicine for over 100 years. While early applications were mainly based on brachytherapy with radioactive sources, external beam therapy (EBT) has long been dominant in the field. These methods are limited, however, because they primarily address visible tumors while often impairing healthy tissue.

  • Targeted radiopharmaceuticals offer a paradigm shift: They permit targeted delivery of radiation directly to tumor cells, thus increasing diagnostic precision and therapeutic effectiveness as well. This technology began its breakthrough in the 1990s with the approval of [18F]FDG, which revolutionized PET made it possible to reliably identify cells with elevated glucose metabolism.

  • The increasing automation of radiotracer synthesis, together with broader clinical applications, led to the market launch of further innovative products. Significant regulatory milestones included approvals of Zevalin (2002), Bexxar (2003), Lutathera (2018) and Pluvicto (2022), each of which addresses specific cancers such as lymphoma or prostate cancer.

The year 2025 was marked by additional major developments in the radiopharmaceuticals sector:

  • In 2025, the FDA approved Flyrcado™ (Flurpiridaz F-18), a novel PET radiotracer for use in myocardial perfusion imaging. This represents the first significant expansion of the cardiac PET-tracer portfolio in decades and significantly improves diagnostic precision for indications of coronary heart disease.

  • Regulators also assessed and in spring of 2025 granted approval to another PSMA-directed radiotracer (gallium-68 gozetotide). Hence, PSMA-PET remains one of the fastest-growing segments in nuclear medical diagnostics, particularly in the area of prostate cancer.

  • These developments confirm the structural market validation of precision diagnostic and theranostic approaches and strengthen the strategic environment for Pentixapharm's portfolio of clinically focused radiopharmaceuticals.

1.4.3 Market growth and potential

  • The market for radiopharmaceuticals has witnessed particularly dynamic growth since 2023. This is significantly shaped by strategic acquisitions of leading pharmaceuticals firms, including:

  • Lantheus Holdings – Evergreen Theragnostics (2025)

  • Telix Pharmaceuticals – ARTMS Inc. (2024), RLS (2025), ImaginAb (2025)
  • Novartis – Mariana Oncology (2024)
  • AstraZeneca – Fusion Pharmaceuticals (2024)
  • Eli Lilly – Point Biopharma (2024)
  • Bristol Myers Squibb – RayzeBio (2023)

These transactions underscore the high industrial relevance of the sector.

  • The volume of the global radiopharmaceuticals market reached USD 9 billion in 2023 and is forecast to grow to USD 26.51 billion by 2031, with an average compound annual growth rate (CAGR) of 14.4%.¹ Market growth correlates closely with the global increase in the incidence of cancers, which are expected to increase from 19.3 million cases in 2020 to 28.4 million cases in 2040.

¹ PharmExec.com: Radiopharmaceutical Market Expected to Reach $26.51 billion by 2032; October 2024


PENTIXAPHARM ANNUAL REPORT 2025 COMBINED MANAGEMENT REPORT Group fundamentals

  • Investments in this segment by venture capital have risen significantly, up 550% between 2017 and 2023, having gone from USD 63 million to USD 408 million. This reflects the strong momentum toward innovation and the market's high appeal to investors.²

1.5 EVENTS OF IMPORTANCE DURING THE 2025 FINANCIAL YEAR

The 2025 financial year was characterized by a sustained strategic focus on value-adding programs for clinical development and further honing of the business model.

1. Clinical advances in theranostics and diagnostics

In the area of oncological therapeutics, clinical development of PentixaTher, a CXCR4-directed radiotherapeutic, advanced further in 2025. Dose escalation with [177Lu]Lu-PentixaTher was continued as planned within the scope of an investigator-initiated clinical trial. At the same time, the company's own clinical study with [90Y]Y-PentixaTher was further assessed. Both approaches address the therapeutic potential of the CXCR4-directed radiopharmaceutical in cases of malignant diseases of the hematological system. Preclinical development of the antibody programs against CD24 and CD44 continued parallel to this.

In the field of precision diagnostics, the recruitment and data evaluation were completed for relevant Phase 2 IIT studies in primary hyperaldosteronism and hypertension (high blood pressure). This creates a further basis for the planned Phase 3 PANDA study.

2. Regulatory progress as a key driver of value

The company received positive feedback from the FDA in December 2025 at the Type B Pre-IND meeting on the planned Phase 3 trial for primary hyperaldosteronism.

3. Focus on the clinical pipeline

In May 2025, the Management Board and the Supervisory Board decided to augment the focus of the clinical-development strategy around indications presenting greater clinical and economic potential. Against this backdrop, the orphan drug diagnostics study for marginal zone lymphoma was discontinued.

4. Focus of the business model

During the 2025 financial year, the Management Board and Supervisory Board decided to systematically align the company around late-preclinical to late-clinical development of radiopharmaceuticals and to broaden its expertise in regulatory and radiopharmaceuticals development and manufacturing. These measures strengthen the financial position and focus resources on prioritized core clinical programs.

5. Management changes at Pentixapharm Holding AG:

  • Dr. Andreas Eckert served as Chairman of the Management Board from November 2024 through February 26, 2025.
  • Henner Kollenberg was appointed to the Management Board effective January 27, 2025.
  • Dr. Dirk Pleimes was appointed Chairman of the Management Board effective March 1, 2025.

1.6 MANAGEMENT SYSTEM

During the 4th quarter of each financial year, the Management Board submits to the Supervisory Board a detailed annual Group business plan for the following financial year. Ongoing performance monitoring of budget variables takes place as part of central quarterly reporting.

The central financial control parameter for PTX and the Group is the level of cash and cash equivalents as well as their scope, taking into account the budget approved by the Management Board and Supervisory Board. The liquidity situation is considered to be an essential control parameter, as it has the greatest validity relative to the Group's continued existence as a going concern. Liquidity is monitored on a daily basis.

The Controlling segment prepares reports on the development areas and monitors performance in relation to planning, with particular focus on the key performance indicators of liquidity and research and development costs. The controllers report directly to the Management Board on a quarterly basis with a structured financial report on quantitative and qualitative developments in the reporting period.

At regular meetings, the Management Board gathers information about the market situation and sets the course. A comprehensive review of the annual business plan is carried out once a year.

Along with financial management based on capital reach, project-related management decisions are made in light of current scientific results, specifically preclinical and clinical study data. As business is highly dynamic and assessments are performed on a case-by-case basis, these decision bases do not represent standardized, periodically monitored performance indicators in the sense of a formal system of key figures.

² Global Data: Radiopharmaceuticals reach record high with $408m for 2023; Pharmaceutical Technology 2023


  1. BUSINESS REPORT

2.1 EARNINGS PERFORMANCE, FINANCIAL POSITION AND RESULTS OF OPERATIONS OF THE GROUP

An error correction was made in the 2025 financial year in accordance with ias 8 relative to the recognition of deferred taxes from the previous year. This has a bearing on initial recognition of deferred tax assets in the amount of €916 thousand which were incorrectly not recognized in the previous year. The comparative figures for the 2024 financial year and the opening values of the balance sheet have consequently been adjusted. This adjustment led to a corresponding increase in deferred tax assets and equity as of January 1, 2025 (and December 31, 2024). For detailed information on the impact on prior-year periods, please see the explanations in the Notes under Note 3, “Error corrections in accordance with ias 8.” Any prior-year figures disclosed below reference the values adjusted in application of ias 8.

2.1.1 Earnings performance of the Group

The Group's 2025 statement of comprehensive income includes the earnings of Pentixapharm Holding ag and of its subsidiary, Pentixapharm ag, and their subsidiaries, Pentixapharm Inc. and Myelo Therapeutics GmbH. In the previous year, the statement of comprehensive income included the earnings of Pentixapharm Holding ag since its foundation as well as the earnings of ptp and Myelo in the period from October 2, 2024, to December 31, 2024. As a result of this, the current figures are comparable to the previous year's only up to a point.

The Group generated revenue in the amount of €93 thousand in the 2025 financial year (previous year: €118 thousand) as well as other operating income totaling 543 thousand (previous year: €8,480 thousand). Revenue was thus at approximately the previous year's level, while other operating income was significantly lower. The reason for this is a special effect of the previous year, in which other operating income of €7,813 resulted from the decision to discontinue a development project at Myelo.

There were also proceeds of €6,700 thousand from the sale of rights/patents in the previous year. No such revenues were reported in the 2025 financial year.

The cost of materials and external services for research and development stood at €6,796 thousand (previous year: €3,718 thousand). Personnel expenses stood at €6,516 thousand (previous year: €1,431 thousand), of which €3,649 thousand (previous year: €1,088 thousand) applies to employees working in research and development. The significant increase in expenses for research and development and personnel expenses owes to the fact that ptp and Myelo were not included in the consolidated financial statements of ptx until October 2, 2024.

Other operating expenses declined significantly, from €8,077 thousand the previous year to €3,454 thousand in the current financial year. €6,091 thousand in other operating expenses during the previous year involved obligations arising out of an earn-out agreement in connection with the acquisition of rights and patents and were linked directly to above-referenced sales proceeds of €6,700 thousand in the previous year. Adjusted for these special effects, other operating expenses also increased significantly year-over-year as expected.

Amortization/depreciation and impairment losses totaled to €3,730 thousand (previous year: €19,044 thousand). The previous year's value included impairments in connection with discontinuation of a development project at Myelo in the amount of €19,012 thousand. Adjusted for this special effect, depreciation and amortization were significantly higher during the financial year, as scheduled depreciation and amortization of capitalized development costs at ptp began in January 2025.

At €347 thousand, the financial result is roughly at the previous year's level (€422 thousand).

At €3,002 thousand, income from income taxes was €1,621 thousand lower than in the previous year. The previous year's value for this item included a special effect in connection with discontinuation of a development project at Myelo in the amount of €3,715 thousand.

Taken together, this results in a loss of €-16,511 thousand (previous year: €-11,927 thousand), or €0.67 (previous year: €-0.48) per share. The special effect contained in the previous year's loss in connection with discontinuation of a development project at Myelo amounted to €-7,484 thousand. Adjusted for this special effect, the loss in the 2025 financial year was nearly four times as high as in the previous year. This significant increase is explained by the fact that the previous year's material business activities were included in the Group's statement of comprehensive income for the final quarter of 2024 only.

2.1.2 Financial position of the Group

A cash flow from operating activities of €-17,973 thousand was generated during the reporting period (previous year: €-4,328 thousand). The cash flow from operating activities mainly reflects the loss of €16,511 thousand recognized in 2025. The steep year-over-year decrease in cash flow from operating activities is mainly the result of a €4,584 thousand higher loss and of a €13,843 thousand decrease in non-cash expenses. An opposite effect was seen in the changes in deferred taxes as well as trade receivables and payables (including other assets and liabilities), which increased overall cash flow from operating activities by €4,801 thousand compared to the previous year.

At €625 thousand, roughly the same amount was paid for investments in the 2025 financial year as in the previous year (€471 thousand).


PENTIXAPHARM ANNUAL REPORT 2025 COMBINED MANAGEMENT REPORT Business report

Cash flow from financing activities stood at €0 thousand in the 2025 financial year, while the Group received €19,274 thousand in cash and cash equivalents during the previous year as part of the capital increase carried out.

The exchange rate-related change in cash and cash equivalents totaled to €-10 thousand (previous year: €0 thousand).

Overall, cash and cash equivalents fell during the reporting year and stood at €4,624 thousand as of December 31, 2025 (previous year: €23,232 thousand). If necessary, the Group also continues to have the option of calling up to 37 tranches of €500,000 each, for a total of €18.5 million, from a convertible bond issued by Eckert & Ziegler SE.

2.1.3 Results of operations of the Group

Total assets as of December 31, 2025, decreased compared to the balance sheet of December 31, 2024, and went from €68,304 thousand €41,859 thousand, which was €26,445 thousand less. The significant decrease in total assets results from the €25,295 thousand decrease in current assets on the asset side together with the reduction of current liabilities by €10,582 thousand, and from the decrease in equity by €15,259 thousand on the liabilities side.

The Group's largest asset value consists of development services of Pentixapharm AG in the amount of €31,219 thousand, as stated under other intangible assets (previous year: €34,688 thousand), which since 2025 have been amortized based on the expected useful life. The development services recognized within the scope of the spin-off can be outlicensed to a partner.

As a result of scheduled depreciation and scrapping, property, plant and equipment decreased from €269 thousand the previous year to the current level of €36 thousand.

Apart from this, the changes on the assets side mainly involve the considerable decrease in trade receivables, which went from €6,805 thousand to €31 thousand. Trade receivables recognized as of December 31, 2024, included a single receivable of €6,700 thousand; this amount was settled at the beginning of the 2025 financial year.

The increase in deferred taxes, which went from €915 thousand the previous year to €3,328 thousand as of December 31, 2025, reflects the capitalization of deferred taxes on losses for the 2025 financial year.

On the liabilities side, trade payables were also markedly lower, declining from €8,943 thousand to €2,435 thousand. As in the case of the changes in trade receivables on the assets side, a single trade payable in the amount of €6,091 thousand was settled at the beginning of the 2025 financial year.

The remaining current liabilities declined considerably, from €5,098 thousand to €1,024 thousand. The decrease is mainly the result of repayment of subsidies that had been received in advance but not utilized.

Deferred tax liabilities were slightly lower and went from €3,930 thousand to €3,328 thousand. The decrease mainly reflects the decline in temporary deferred tax differences in connection with scheduled depreciation of the capitalized development costs at PTP beginning in January 2025, together with the effects of the decreasing rate of corporate taxation in Germany, which has gone into law and will take effect beginning in 2028.

Equity decreased from October 2, 2024, to December 31, 2025, going from €50,331 thousand to €35,072 thousand. As a result of lower total assets, the equity ratio rose from 74% in the previous year to its current level of 84%. The decrease in equity was mainly due to the €-16,511 thousand loss incurred during the reporting period (previous year: €-11,927 thousand), while an opposite effect could be seen as a result of the increase in the capital reserve share-based remuneration, in the amount of €1,252 thousand (previous year: €0 thousand).

2.2 EARNINGS PERFORMANCE, FINANCIAL POSITION AND RESULTS OF OPERATIONS OF PENTIXAPHARM HOLDING AG – NOTES BASED ON THE GERMAN COMMERCIAL CODE [HGB]

Pentixapharm Holding AG was founded by notarized agreement on February 15, 2024, as a subsidiary of Eckert & Ziegler SE. The company was founded in preparation for the planned spin-off by Eckert Ziegler SE of the entire Pentixapharm Group (which at the time, in addition to Pentixapharm Holding AG, also included Pentixapharm AG and its subsidiary Myelo Therapeutics GmbH). This spin-off went into effect as a matter of law upon entry to the commercial register on October 2, 2024. Since October 3, 2024, the shares of Pentixapharm Holding AG have been listed in the Prime Standard on the Frankfurt Stock Exchange under German Securities Identification Number (WKN) A40AEG, and Pentixapharm Holding AG acts as the group parent company for the Pentixapharm Group. There are no control or profit-and-loss transfer agreements in effect between the Group companies.

2.2.1 Earnings performance of Pentixapharm Holding AG

Pentixapharm Holding AG recorded a loss of €1,769 thousand in the 2025 financial year (previous year: €1,539 thousand). The loss was the result of €770 thousand in personnel expenses, (previous year: €65 thousand), €1,449 in other operating expenses (previous year: €1,552) and interest and similar income totaling €90 thousand (previous year: €78 thousand).

Significant items among other operating expenses include expenses of €338 thousand for Supervisory Board remuneration, (previous year: €200 thousand), €293 thousand in legal and consulting costs (previous year: €18 thousand), expenses in the amount of €289 thousand for the stock exchange listing and for investor relations (previous year: €1,197 thousand), €232 thousand in costs of preparing the annual financial statements (previous year: €100 thousand) and €162 thousand for services purchased from affiliates (previous year: €0 thousand).


PENTIXAPHARM ANNUAL REPORT 2025 COMBINED MANAGEMENT REPORT Business report

2.2.2 Net assets and financial position of Pentixapharm Holding AG

The total assets of Pentixapharm Holding AG as of December 31, 2025, amount to €76,107 thousand (previous year: €76,849 thousand). This amount is thus slightly lower, by €742 thousand, than the previous year's.

Shares in affiliates increased as a result of a payment to the capital reserve of the subsidiary Pentixapharm AG, in the amount of €69,519 thousand, which increased the capital reserve to €74,519 thousand. Receivables from affiliates total to €357 thousand (previous year: €0 thousand).

Cash and cash equivalents as of December 31, 2025 amount to €1,088 thousand (previous year: €7,240 thousand); in this connection, in addition to the loss on the financial year, the decrease in cash and cash equivalents is mainly the result of the capital increase carried out at Pentixapharm AG.

On the liabilities side, other provisions increased from €371 thousand the previous year to the current level of €1,058 thousand, and liabilities increased from €28 thousand to €369 thousand. The increase in other provisions is mainly due to the increase in provisions for share-based remuneration, to €471 thousand (previous year: €0 thousand), for Supervisory Board remuneration, to €335 thousand (previous year: €205 thousand) and for outstanding invoices, to €159 thousand (previous year: €69 thousand). The increase in liabilities is mainly the result of an upturn in trade payables, which stood at €160 thousand (previous year: €20 thousand), and to the increase in liabilities to affiliates, which amounted to €193 thousand (previous year: €0 thousand).

The changes in equity are exclusively the result of the annual loss of €1,769 thousand (previous year: €1,539 thousand). Equity was thus €1,770 lower and stood at €74,680 thousand as of December 31, 2025 (previous year: €76,450 thousand). The equity ratio stands at 98% (previous year: 99%).

2.3 EMPLOYEES

The Pentixapharm Group had an average of 61 employees on payroll in 2025 (previous year: 71). These employees worked in the following areas:

Research and development 41 (previous year: 58)
Administration 15 (previous year: 11)
Quality management 2 (previous year: 2)

The proportion of women in the total workforce stood at 74.10% (previous year: 80.75%).

The age distribution of the employees was as follows:

between 20 and 29 years old 10% (previous year: 14%)
between 30 and 39 years old 44% (previous year: 48%)
between 40 and 49 years old 34% (previous year: 30%)
between 50 and 59 years old 12% (previous year: 8%)

This results in an average employee age of 39 (previous year: 38).


PENTIXAPHARM ANNUAL REPORT 2025 COMBINED MANAGEMENT REPORT Report on opportunities and risks

3. REPORT ON OPPORTUNITIES AND RISKS

PTX's shareholders need to be aware that the company is exposed to a wide range of opportunities and risks that may influence its business activities and share price. Given the risks associated with pharmaceutical and clinical development, this may specifically include the failure of one or more product candidates at the preclinical or clinical level.

Below, this report outlines the risks and opportunities and their potential impact on the Group as a whole. Furthermore, it describes the Group's risk management system and the safeguards it has put in place.

The Group's opportunities and risks indirectly affect the parent company, Pentixapharm Holding AG, through its participations in other entities.

3.1 ORGANIZATION OF THE RISK-MANAGEMENT SYSTEM

The task of risk management is to systematically identify opportunities and risks and to assess these with respect to the effects they may have on the company. The term "risk" is therefore defined as variation from an expected value. According to this definition, both positive deviations (opportunities) and negative deviations (risks) are considered.

Overall responsibility for risk management lies with the Management Board. On the other hand, operational responsibility – i.e. the early recognition, assessment, management and documentation of risks; the specification and implementation of suitable countermeasures; and the corresponding communication – lies primarily with the respective management. This level below the Management Board bears substantive responsibility for risk management in its area. In addition to the quarterly structured risk-assessment process, operational management has an obligation to constantly monitor its area with regard to an evolving risk situation. Fundamental changes to the risk situation specific to a particular area must be reported immediately to the Management Board. Changes to risks with fundamental financial implications must also be reported to Group Accounting.

Within the framework of risk management, risks are classified as financial risks (fairly likely, high impact), research and development risks (highly likely, high impact), political risks (fairly likely, medium impact), legal risks (unlikely to fairly likely, medium impact), IT risks (fairly to highly likely, medium impact), personnel risks (fairly likely, medium impact), procurement risks (unlikely, low impact) and strategic risks as well as risks of cost increases due to price increases (unlikely, medium impact).

Overall, a risk-minimizing approach is chosen. Existing risks are consistently monitored and are minimized or safeguarded against through ongoing process improvements. This is accompanied by comprehensive quality management.

The Supervisory Board – which is informed about and approves all key decisions, and which is regularly kept up to date on business developments – serves as an additional risk-protection element.

3.2 FINANCIAL RISKS

The avoidance of financial risks is monitored and managed by tools such as annual financial planning with adjustments during the year and careful analysis of any deviations from the plan. This makes it possible to identify potential risks at an early stage and to initiate appropriate countermeasures.

Liquidity risk

The Group believes that it currently has sufficient financial resources to ensure its continued existence as a going concern as well as its development projects. The Group's cash and cash equivalents totaled to €4.6 million as of the reporting date of December 31, 2025 (previous year: €23.2 million). Net liquidity at the end of the year (calculated based on cash and cash equivalents less current liabilities) totaled to €1.1 million at year's end (previous year: €9.2 million). The Group also has the option of calling up to 37 tranches of €500,000 each if necessary, for a total of €18.5 million, from a convertible bond issued by Eckert & Ziegler SE. It can be inferred from the projected liquidity requirements that, as of the preparation date of the annual and consolidated financial statements, the Group has sufficient financial resources to meet its ongoing obligations and liabilities for a period of at least 12 months from the publication date of the annual and consolidated financial statements for the financial year ending December 31, 2025.

The business model is characterized by high levels of expense for research and development and administrative expenses that the company is not currently in a position to finance through current income streams. The Group therefore continues to rely on additional sources of financing, such as through capital-market transactions, partnerships or outlicensing. There is a risk that corresponding financial resources will not be available, or that these will not be available on economically acceptable terms. If the Group should find itself unable to generate financial resources, this could lead to a delay or reduction in research and development activities or in the Group's commercialization efforts; this, in turn, could adversely affect the business outlook and the planned development of the Group or the company.

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PENTIXAPHARM ANNUAL REPORT 2025 COMBINED MANAGEMENT REPORT Report on opportunities and risks

Interest-rate risk

In connection with an audit of the impairment of the carrying amounts of the participations in subsidiaries (impairment test), an increase in interest rates can result in a decline in fair values. If they were to fall below the carrying amount of the capitalized intangible assets or the carrying amount of the interests in subsidiaries, this would create the need for a write-down at the consolidated level or in the annual financial statements of Pentixapharm Holding AG. This would have a negative impact on the net assets and financial performance of the holding company and of the Group.

Rising interest rates also entail a risk of declining venture capital, which in turn could make it more difficult to finance the company in the future.

Exchange-rate risks

Due to the small volume of business, fluctuations in rates of exchange currently pose only a limited risk.

3.3 RESEARCH AND DEVELOPMENT RISKS

Research and development

As with any biotechnology company, there are significant risks, especially in the field of oncology, associated with the progress of research and development. These relate in particular to technological feasibility in preclinical development. In the oncology field, the likelihood of failure on the path from preclinical development to market approval is greater than 90%. Every instance of progress in development, however, means a gradual decrease in risk until it still amounts to around 50% in a Phase 3 study. In clinical development, risks can result specifically from insufficient efficacy on the part of a candidate active substance, or from unexpected side effects.

Main reasons for the failure of oncology drugs:

The main causes for the failure of candidate drugs in oncology are, in particular, insufficient efficacy as well as problems with safety and toxicity.

Lack of efficacy: Many drugs fail to exhibit the expected therapeutic effects, often as a result of insufficient knowledge of the mechanism of action or of tumor biology.

Safety and toxicity problems: Serious side effects or unacceptable toxicity levels often lead to a halting of development.

The risk also exists that alternative therapeutic approaches or new treatment methods will be developed that could adversely affect the competitive position of the products developed by the company, leading to a negative impact on their opportunities in the marketplace.

3.4 POLITICAL RISKS

Ongoing political tensions between and among countries worldwide also carry the latent risk of conflicts with impacts on the global economy. Given the Group's field of activity, neither procurement markets nor sales markets pose specific risks that go beyond general risks.

3.5 LEGAL RISKS

The Group companies are exposed to legal risks arising from legal disputes or governmental or official proceedings that may arise in the future. At this point in time, legal disputes or court proceedings that could have a significant adverse impact on consolidated net income are neither pending nor discernible.

3.6 IT RISKS

Pentixapharm is exposed to the risk of outages of its IT system. In the event of loss/damage, this could result in loss of data and, in the worst-case scenario, business interruptions. There is also the risk of hacking, phishing and malware. Protective measures include regular backups, antivirus software, firewalls, anti-malware software and the widespread use of virtualized servers.

3.7 PERSONNEL RISKS

In many business divisions, Pentixapharm depends on the specialized knowledge of its employees. The company depends on the knowledge and expertise of particularly highly qualified key individuals, especially when developing new business fields as well as in development and distribution. Due to the dynamically evolving market environment, employees with experience in radiochemistry are in particularly high demand. In order to minimize the risk of losing talented employees, the company strives to create a pleasant and supportive atmosphere, a modem and secure working environment, adequate remuneration, opportunities for professional training and continuing education, and flexible working hours. In addition, an employee-participation program was established in the 2025 financial year in an effort to promote long-term company loyalty on the part of selected employees through the grant of share bonuses. Vacant positions cannot be filled immediately due to the lack of qualified personnel. Despite employee-friendly measures, Pentixapharm cannot guarantee that these employees will remain with the company or exhibit the necessary level of commitment.

3.8 PROCUREMENT RISKS

Given the focus of its activities on research and development, the procurement risk is low. Nevertheless, the availability of certain starting materials, together with what at times are limited capacities for the production of radioactive isotopes can pose risks for the development of substances for use in radiopharmaceuticals.


PENTIXAPHARM ANNUAL REPORT 2025 COMBINED MANAGEMENT REPORT Report on opportunities and risks

3.9 RISKS POSED BY COST INCREASES DUE TO PRICE HIKES

There is a general risk of cost increases, for example as a result of increases in supplier pricing or limited availability of individual materials. Such developments could have a negative impact on research and development costs. Price negotiations and strategic purchasing decisions (such as framework agreements, etc.) can counteract these developments or improve predictability.

3.10 OTHER RISKS

The spin-off of the Pentixapharm Group from Eckert & Ziegler SE on October 2, 2024, poses the risk that tax loss carryforwards have been lost through application of the provisions of Sections 8c of the German Corporate Income Tax Act [KStG]. The companies assume that what is referred to as the "hidden reserves clause" will be applied and that the loss carryforwards will be retained as a result. Application for use of the "hidden reserves clause" will take place when the tax returns for the 2024 assessment period are submitted. Pending determination of this application by the relevant tax authorities, however, a certain risk exists that tax loss carryforwards of Pentixapharm AG in the amount of €12.1 million, and of Myelo in the amount of €9.9 million, have been lost.

3.11 RISK TREND

With regard to the discernible risks confronting the Group that could have a negative impact on its net assets, financial position and results of operations, countermeasures have been taken and/or, if there is a corresponding probability of occurrence, balance sheet provisions made as far as reasonable and possible.

Following extensive analysis of the entire risk situation, no risks, with the exception of the uncertainties existing within the framework of the liquidity criteria, are currently discernible that could jeopardize the Group's ability to continue as a going concern, nor are any such risks foreseeable at this time, including in connection with other risks.

3.12 OPPORTUNITY REPORT

Growth in the radiopharmaceuticals market is expected to continue, and the positive momentum is expected to persist in the years to come. Progress in precision medicine along with the increasing integration of diagnostics and therapy open up additional market potential for radiopharmaceutical substances.

Significant opportunities for Pentixapharm in the field of diagnostics can arise through partnering up with non-oncological indications. In the field of oncological therapeutics, positive clinical data can lead to a significant increase in the value of the respective programs, thus creating the conditions for attractive partnership agreements and a sustainable increase in corporate value.

Further potential can arise through partnering of projects in the antibodies field as well as in the further developments in preclinical programs that are currently involved in feasibility studies. This is where the expertise of Pentixapharm can be leveraged in the fields of small molecules, peptides and antibodies.

The in-licensing of new early-stage products also offers the opportunity to increase their value through Pentixapharm's clinical expertise as part of continued clinical development.

Overall, the company is well positioned to make use of opportunities that present themselves through market development, the clinical pipeline, the preclinical pipeline, partnering and in-licensing.

3.13 ACCOUNTING-RELATED RISK MANAGEMENT AND INTERNAL CONTROL SYSTEM

Pentixapharm Holding AG has implemented an accounting-related internal control system tailored to the size of the Group; the system is continuously validated and adapted to current developments and requirements.

Documentation of the processes involved in the internal control system is affiliated with quality management.

The primary objective of the internal control system is to reduce the risk of material misstatements in accounting, uncover materially inaccurate valuations and ensure that the laws and standards applicable to financial reporting are complied with. Furthermore, as an equity-financed company without ongoing revenue, capital reach is a central control parameter for the Group. Hence, within the scope of internal controls, the company also focuses on compliance with budget planning, which is closely linked to the corporate strategy.

The following presents organizational arrangements and measures of the accounting-related internal control system:

Group accounting as well as the accounting of the individual companies of the Pentixapharm Group are organized centrally. Critical process steps, such as the creation and modification of vendor data, the posting of business transactions and the release of payments, take into account the principle of separation of functions. The involvement of external service providers in the closing process is limited to tax calculations. The consolidated financial statements are prepared in accordance with a specified calendar for financial statements.


PENTIXAPHARM ANNUAL REPORT 2025 COMBINED MANAGEMENT REPORT Report on opportunities and risks Forecast report

All accounting information of the individual Group companies is monitored by the central financial controlling department. Deviation analyses are carried out, with any discrepancies examined and corrected if necessary. Internal reconciliation and consolidation are carried out at the financial-controlling level. This includes, among other things, a reconciliation of receivables and liabilities among the Group companies. Reconciliation discrepancies in consolidation are corrected on an accrual basis.

Under an established monthly forecast process, financial controlling monitors current cost trends in cooperation with the specialist departments and initiates appropriate countermeasures in the event of critical deviations from the plan in consultation with the Management Board. A structured ordering and purchasing process ensures that project-specific expenses are incurred only within the scope of approved budget items. In addition, a staggered approval matrix ensures adequate control over the use of funds in general.

Direct reporting channels and monthly interim financial statements permit the timely identification, communication and rectification of any material misstatements in accounting, inaccurate valuations and deviations from plans.

Irrespective of the specific design, it is not possible to achieve absolute certainty with respect to the meeting of the objectives of the accounting-related internal control system.

4. FORECAST REPORT

4.1 SITUATION AT THE BEGINNING OF 2026 AND FORECAST FOR THE YEAR

The 2024 Annual Report forecast a net loss of €23.5 million for the 2025 financial year. Due to the realignment of clinical development programs and the associated significant reduction in clinical development expenses, during the year this forecast was adjusted to a forecast net loss of €18 million. The actual loss in the 2025 financial year stood at €16.5 million, which fell below the forecast communicated most recently.

Pentixapharm plans to continue to develop the pipeline in the coming financial year; specifically, the start of the clinical Phase 3 study on primary hyperaldosteronism ("PANDA Study") is planned. In addition to the focus on the US market-approval study with [68Ga]Ga-PentixaFor for the precision diagnosis of primary hyperaldosteronism, an endocrine-based cardiovascular disease, clinical programs in the field of hematological cancers will be developed further as well. Alongside these developments, the preclinical pipeline will be further developed, with a focus on the CD24-targeting antibody program and on 18F-cxCR4-PentixaFlu.

4.2 FUTURE BUSINESS DEVELOPMENT IN THE GROUP

Future business development in the Group is essentially identical to the development of the Pentixapharm AG company included in the consolidated financial statements, as Pentixapharm Holding AG currently has no business operations of its own.

Expenses of around €9.7 million are expected for material and external services within the scope of research and development activities. Personnel expenses and other operating expenses will total to approximately €7.4 million. Depreciation and amortization, together with other non-cash expenses, are expected to total to €4.1 million. Because research activities are cost-intensive, the Group projects an overall loss of €21.6 million for the 2026 financial year; this will lead to an outflow of capital in the amount of €17.5 million. This does not take any potential proceeds from outlicensing into account. Planned investments will focus on further development of the clinical pipeline, specifically on the planned start of the Phase 3 PANDA study for the diagnosis of primary hyperaldosteronism.

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PENTIXAPHARM ANNUAL REPORT 2025 COMBINED MANAGEMENT REPORT Forecast report Other disclosures

To secure liquidity, the Group plans to call up €18.5 million from the convertible bond issued by Eckert & Ziegler in the 2026 financial year. It can be inferred from the projected liquidity requirements that, as of the preparation date of the annual and consolidated financial statements, the Group has sufficient financial resources to meet its ongoing obligations and liabilities for a period of at least 12 months from the publication date of the annual and consolidated financial statements for the financial year ending December 31, 2025. Beyond this period, the company has several financing options available; these are currently being developed. On the one hand, there is the possibility of generating revenue through outlicensing. This option exists both for late-phase products, specifically following commencement of Phase 3 of the PANDA study, and for the preclinical products, for which feasibility studies with interested partners are currently ongoing as well. On the other hand, opportunities may arise through the capital market, specifically through expected recruitment of new investors following the start of Phase 3 of the PANDA study, particularly from the group of strategic interested parties. If it should turn out that these plans cannot be implemented, this would place the Group's inventory at risk.

4.3 FUTURE BUSINESS DEVELOPMENT OF PENTIXAPHARM HOLDING AG

Pentixapharm Holding AG does not expect any revenues or other operating income for the coming financial year apart from income from intercompany services in the amount of €0.3 million. Personnel expenses, other operating expenses and interest expenses are expected to total to around €1.9 million. Accordingly, the company expects a loss of around €1.6 million for 2026.

After deducting the loss for 2026, cash and cash equivalents of approximately €3 million are expected to remain. PTX plans to call up €18.5 million from the convertible bond issued by Eckert & Ziegler in the 2026 financial year. Cash and cash equivalents from the call-up of the convertible bond will be passed along in their entirety to Pentixapharm AG, either as loans or in the form of capital increases. Based on the current liquidity plan, the Management Board assumes that the financial resources available will be sufficient to cover the company's planned financing needs for at least 12 months from the date of publication of the annual and consolidated financial statements as of December 31, 2025.

5. OTHER DISCLOSURES

5.1 CORPORATE GOVERNANCE STATEMENT PURSUANT TO SECTIONS 289 AND 315D OF THE GERMAN COMMERCIAL CODE [HGB]

The Corporate Governance Statement required for listed stock corporations under Sections 289f and 315d of the German Commercial Code [HGB] has been submitted and made publicly available on the company's website at www.pentixapharm.com > Investors > Corporate Governance.

5.2 REMUNERATION REPORT

Section 162 of the German Stock Corporation Act [AktG] states the obligation for listed companies to prepare a separate, joint Remuneration Report issued by the Management Board and the Supervisory Board each year. This must be published on the company's website for at least ten years.

The Remuneration Report is published separately and can be found on our website: www.pentixapharm.com > Investors > Corporate Governance > Reports.

5.3 INFORMATION REQUIRED UNDER TAKEOVER LAW

Composition of subscribed capital

The share capital of the company amounted to €24,795,477 as of December 31, 2025, and is divided into 24,795,477 no-par-value bearer shares. Arithmetically, the pro rata amount of the share capital attributable to each individual share is €1.00. Each share grants one vote and is decisive for the share in profit. There are no shares with multiple, preferential or maximum voting rights.

As of December 31, 2025, the Group holds (indirectly via PTP) 12,429 treasury shares (of PTX).

Restriction of voting rights and transfer of shares

Restrictions on the voting rights of the shares may result from the provisions of the German Stock Corporation Act [AktG]. Hence, under certain conditions, shareholders are prohibited from voting pursuant to Section 136 AktG. In application of Section 71b AktG, Pentixapharm Holding AG is not entitled to vote by virtue of its treasury shares. The company's Articles of Association do not place any restrictions on voting rights. Company shareholders are under no restrictions, by law or by the company's Articles of Association, relative to the acquisition or sale of shares. The Management Board is not aware of any contractual restrictions concerning voting rights or the transfer of shares.


PENTIXAPHARM ANNUAL REPORT 2025 COMBINED MANAGEMENT REPORT Other disclosures

Direct or indirect participation in capital with more than 10% of the voting rights

Under the German Securities Trading Act [Wertpapierhandelsgesetz (WpHG)], any investor who achieves, exceeds or falls short of certain shares of voting rights in the company, whether through acquisition, sale or otherwise, must notify the company and the German Federal Financial Supervisory Authority [Bundesanstalt für Finanzdienstleistungsaufsicht] accordingly. The lowest threshold for this notification requirement is 3%. The company has been notified of the following direct or indirect shareholdings of greater than 10% in the capital of the company and the associated voting rights:

The Chairman of the Supervisory Board, Dr. Andreas Eckert, on December 31, 2025, held an investment of 8,922,464 shares indirectly through Eckert Wagniskapital und Frühphasenfinanzierung GmbH, Panketal (previous year: 8,555,464 shares) and a direct participation of 4 shares (previous year: 4 shares), representing a total of 36.0% (previous year: 34.5%) of the share capital of Pentixapharm Holding AG of 24,795,477 shares (previous year: 24,795,477).

Special rights under the Articles of Association

The Articles of Association of Pentixapharm Holding AG grant Eckert Wagniskapital und Frühphasenfinanzierung GmbH the right to appoint one-third of the Supervisory Board as long as it holds at least 3% of the shares of PTX ("special right of codetermination").

Shares with special rights that confer powers of control

Shares with special rights that confer powers of control did not and do not exist.

Method of controlling voting rights when employees hold a stake in the company's capital and do not exercise their rights of control directly

There is no indirect control of voting rights by employees who hold a stake in the company's capital.

Appointment and dismissal of members of the Management Board, amendments to the Articles of Association

The Management Board manages the company and represents it in dealings with third parties. Section 84 AktG and the company's Articles of Association govern the appointment and dismissal of members of the Management Board. Under these arrangements, the Supervisory Board appoints the members of the Management Board for a term of office of not more than five years. Repeat appointments and extensions of the term of office, each for not more than five years, are permissible. Such repeat appointments or extensions require another resolution by the Supervisory Board; this cannot be adopted earlier than one year prior to the expiry of the current term of office. The Supervisory Board can appoint a member of the Management Board to the position of Chairman of the Management Board. The Supervisory Board can revoke an appointment to the Management Board and the appointment of a Chairman of the Management Board for good cause. Possible grounds for doing so include serious breach of duty, the inability to properly manage business and a vote of no confidence by the Annual General Meeting.

In accordance with Section 10 of the company's Articles of Association, the Management Board consists of one or more members. The Supervisory Board determines the number of members of the Management Board.

Pursuant to Section 179 AktG, any amendments to the company's Articles of Association are subject to the approval of the Annual General Meeting. Under Section 179 (2) AktG, amendments to the Articles of Association are subject to approval by at least a majority of three-quarters of the share capital represented at the time the resolution is adopted. The Supervisory Board is authorized to make amendments to the Articles of Association that relate only to that version.

Authority of the Managing Board to repurchase shares

By resolution of the Annual General Meeting on June 26, 2024, the Management Board is authorized until June 25, 2029, pursuant to Section 71(1)(8) AktG, to acquire treasury shares up to a total of 10% of the company's share capital existing at the time the authorizing resolution takes effect. The shares acquired on the basis of this authorization, together with other treasury shares held by the company or attributable to it pursuant to Sections 71 et seq. AktG, may not at any time account for more than 10% of the respective share capital. The company may exercise this authorization in whole or in part, on one or more occasions, in pursuit of one or more purposes by the company or the Group companies, or by third parties acting on their behalf. The authorization may not be used for the purpose of trading in treasury shares. At the Management Board's discretion, and subject to the limits set forth in the laws applicable to stock corporations and the principle of equal treatment of stockholders (Section 53a AktG), the shares may be acquired via the stock exchange or outside of the stock exchange, the latter specifically by means of a public purchase offer and excluding the shareholders' rights to tender their shares for sale. In the case of a public tender offer, the company may specify either a price or a price range for acquisition of the shares.

  • If the shares are acquired via the stock exchange, the purchase price the company has paid per share (excluding ancillary purchase costs) may not exceed the average of the opening auction prices in XETRA® trading on the Frankfurt Stock Exchange (or a successor system determined by Deutsche Börse AG) over the last ten trading days prior to acquisition by more than 5% or fall below it by more than 10% (the "relevant price"). If there is no XETRA® trading in the company's shares, the relevant price is determined based on the average opening auction prices on the stock exchange on which the highest total number of shares of the company were traded during these ten trading days.

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PENTIXAPHARM ANNUAL REPORT 2025 COMBINED MANAGEMENT REPORT Other disclosures

  • If the purchase is made outside of the stock exchange, the purchase price paid for a share (excluding ancillary purchase costs) may be up to 20% above or 20% below the relevant price of the company's share.
  • In the case of a public acquisition offer, the relevant price is the average of the relevant price during the last ten trading days prior to the day of the public announcement of the acquisition offer. The acquisition offer may provide for other conditions.
  • The offer may be modified if, following publication of a formal offer, there are significant deviations between the share price of the company and the relevant price. In the event of such a modification, the average of the relevant prices on the last ten trading days preceding publication of the adjustment to the offer will be used.
  • In the event of acquisition of the shares outside the stock exchange in any other way, the relevant price is the average of the relevant prices on the last ten trading days preceding the date of conclusion of the contract underlying the acquisition.
  • If the total subscription to the offer exceeds the volume offered for public acquisition, the acquisition takes place in proportion to the number of shares tendered. Provision may be made for preferred consideration of tenders of smaller quantities of up to 100 shares per shareholder, and for commercial rounding, under partial exclusion of any right of the shareholders to tender their shares.

The Management Board is authorized to resell held treasury shares with the consent of the Supervisory Board, in compliance with the principle of equal treatment of stockholders (Section 53a AktG), for purposes other than trading in treasury shares.

(i) The sale of the held treasury shares may take place through the stock exchange.

(ii) The sale may also be conducted other than through the stock exchange, specifically including for the fulfillment of conversion or option rights granted by the company or one of its group companies as well as against contributions in kind, for example for the acquisition of companies, participations or industrial property rights. A sale outside the stock exchange is also permitted, in particular, provided that a maximum of shares that do not exceed 10% of the share capital – as calculated both on the date on which this authorization takes effect and on the date on which the authorization is exercised – are sold and the held treasury shares are sold at a price that does not fall below the stock exchange price of the company's shares with the same features by more than 5% (excluding ancillary costs) at the time of the sale.

The amount of 10% of the share capital under the previous sentence must be offset against the amount attributable to shares issued or sold based on another corresponding authorization, excluding the subscription right, in direct or corresponding application of Section 186(3)(4) AktG pending the respective exercise of the authorization in question, provided that such an offset is required by law. Shareholders' subscription rights are precluded in all cases in accordance with this paragraph.

Furthermore, the Management Board is authorized to offer treasury shares for sale to shareholders on the basis of an offer addressed to all shareholders, in compliance with the principle of equal treatment of stockholders (Section 53a AktG). In this case, the Management Board may, with the approval of the Supervisory Board, exclude subscription rights for peak amounts. The Management Board is also authorized to redeem treasury shares from circulation, subject to the approval of the Supervisory Board and without any requirement for passage of a further resolution at the Annual General Meeting. The redemption leads to a capital decrease. Notwithstanding the foregoing, upon redemption, the Management Board may specify that the share capital is to remain unchanged and instead increase the portion of share capital represented by the remaining no-par-value shares in accordance with Section 8 (3) AktG (simplified redemption procedure under Section 237 (3) No. 3 AktG). In this case, the Management Board is authorized to adjust the disclosure of the number of no-par-value shares in the Articles of Association. The Management Board is also authorized to use treasury shares in connection with share-based compensation or workforce share programs of the company or of companies affiliated with it, and to issue these to persons who are or have been in an employment relationship with the company or with a company affiliated with it, as well as to members of governing bodies of companies affiliated with the company. The treasury shares can be offered, committed and transferred to the aforementioned persons and members of governing bodies, particularly in exchange for payment or free of charge, whereby the wage- or salary-based employment relationship or the relationship as a member of a governing body must be in effect at the time of such offer, commitment or transfer.

The Supervisory Board is authorized to use the treasury shares held as follows: These shares can be used in fulfillment of obligations or rights to acquisition of shares of the company that have been or will be agreed with members of the company's Management Board within the scope of the provision on Management Board remuneration. Specifically, the Supervisory Board may offer them for acquisition by the members of the Management Board of the company, or commit or transfer them subject to a vesting period; membership on the Management Board must exist at the time of the offer or commitment. The minimum vesting period for newly granted share commitments is around four years and may end no sooner than at the end of the second day following publication of net results in the fourth calendar year following the commitment date. Shareholders are precluded from holding subscription rights in this connection.


PENTIXAPHARM ANNUAL REPORT 2025 COMBINED MANAGEMENT REPORT Other disclosures

The Supervisory Board specifies the details applicable to Management Board members' remuneration. This also includes provisions on the vesting of share commitments granted to a Management Board member in lieu of a portion of the variable remuneration (bonus) to be settled; it also includes provisions on the treatment of share commitments in special cases such as retirement, incapacity to work or death, for which e.g. a cash settlement can be provided on the effective date of departure.

The company may exercise these authorizations in whole or in part, on one or more occasions, individually or jointly through the company, as well as through its group companies, or by third parties acting on its or their behalf. The authorization also extends to the use of shares in the company for all other legally permitted purposes and also applies to shares that have been or are acquired on the basis of previous authorizing resolutions pursuant to Section 71 (1) No. 8 AktG or by other means.

Authorized capital

By resolution of the Annual General Meeting of May 27, 2025, the capital authorized by the Annual General Meeting of June 26, 2024, was suspended, and at the same time the Management Board was authorized, with the approval of the Supervisory Board, to increase the company's share capital on one or more occasions through June 25, 2029, by a total of up to €12,397,738.00 by issuing up to 12,397,738 new no-par-value bearer shares against cash and/or non-cash contributions (authorized capital 2025). As a general rule, the new shares were to be offered to the shareholders for subscription. The Management Board is authorized, however, with the consent of the Supervisory Board, to preclude the subscription rights of the shareholders in whole or in part.

Preclusion of the subscription right is only permitted in the following cases:

(i) in the case of capital increases in exchange for cash contributions if shares of the company are traded on the stock exchange (regulated market or over-the-counter or the successors of these segments), the shares issued do not exceed 20% of the share capital and the issue amount of the new shares does not significantly fall below the stock exchange price of the company's shares of the same class and features already traded on the stock exchange at the time when the issue price was determined within the meaning of Sections 203(1) and (2), 186(3)(4) AktG and all possible further requirements of Section 186(3)(4) AktG are met. The amount of 20% of the share capital must be offset against the amount attributable to shares issued or sold during the term of this authorization up to the time of its use based on other corresponding authorizations, excluding the subscription right,

in direct or corresponding application of Section 186(3)(4) AktG, insofar as such an offset is required by law. For purposes of this authorization, the issue amount to be paid by the third party or parties when the new shares are acquired by an issuing intermediary under a concomitant obligation to offer the new shares for acquisition by one or more third parties designated by the company shall be deemed to be the amount payable by the third party or parties;

(ii) in the case of capital increases in exchange for contributions in kind, in particular for the acquisition of companies, parts of companies or participations in companies, industrial property rights such as patents, trademarks or licenses directed to them, or other product rights or other contributions in kind, including bonds, convertible bonds and other financial instruments;

(iii) insofar as necessary to grant the holders or creditors of the bonds with option or conversion rights or obligations issued by the company or its group companies a subscription right to new shares to the extent to which they would be entitled after exercising their option or conversion right or after fulfilling an option or conversion obligation;

(iv) to issue shares within the scope of shareholding or other share-based (remuneration) programs in exchange for cash and/or in-kind contributions to members of the company's Management Board, members of the representative body of a company affiliated with the company and/or to employees of the company or a company affiliated with it;

(v) for fractional amounts arising as a result of the subscription ratio; or

(vi) in other cases in which the preclusion of subscription rights is in the company's recognized best interest.

The Management Board is authorized, with the approval of the Supervisory Board, to specify the further content of the share rights and the other details of the capital increase and its implementation. The Management Board is authorized to determine that, in accordance with Section 186(5) AktG, the new shares are to be taken over by a bank, a securities intermediary or a company operating in accordance with Section 53(1)(1) or Section 53b(1)(1) or (7) of the German Banking Act, subject to the obligation to offer these to shareholders for subscription. The Supervisory Board is authorized to amend the version of the Articles of Association in accordance with the respective scope of the share capital increase from Authorized capital 2025.

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PENTIXAPHARM ANNUAL REPORT 2025 COMBINED MANAGEMENT REPORT Other disclosures Statement by legal representatives

Material agreements of the company subject to a change of control as the result of a takeover bid; compensation agreements in the event of a takeover bid:

There is an agreement in place with a member of the Management Board under which, as soon as a third party makes a public offer to the company's existing shareholders to purchase their shares at a fixed price, the milestone of long-term remuneration is deemed to have been reached in full.

There are no agreements to be observed with banks or other companies in the event of a takeover bid.

There are no agreements with employees regarding compensation in the event of a takeover bid.

5.4 REPORT ON RELATIONSHIPS WITH AFFILIATED COMPANIES

A report on relationships with affiliated companies was prepared containing the following declaration of the Management Board:

"We declare that Pentixapharm Holding AG received appropriate consideration for each of the transactions listed in the report on relationships with affiliated companies under the circumstances known to us at the time that the transaction was entered into. No measures were taken or omitted at the request or in the interest of the controlling company or one of the companies affiliated with it."

Berlin, March 25, 2026
Pentixapharm Holding AG

The Management Board

Dr. Dirk Pleimes

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6. STATEMENT BY LEGAL REPRESENTATIVES (BALANCE SHEET OATH)

We assure to the best of our knowledge, and in accordance with applicable accounting principles, that the annual and consolidated financial statements present a true and accurate view of the net assets, financial position and financial performance of the company and the Group, and that the combined management report provides a true and accurate presentation of the development and performance of the business and the position of the company and the Group, together with a description of the principal opportunities and risks associated with the expected development of the company and the Group.

Berlin, March 25, 2026
Pentixapharm Holding AG

The Management Board

Dr. Dirk Pleimes

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PENTIXAPHARM ANNUAL REPORT 2025 CONSOLIDATED FINANCIAL STATEMENTS

C CONSOLIDATED FINANCIAL STATEMENTS

36 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
37 CONSOLIDATED BALANCE SHEET
38 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
39 CONSOLIDATED STATEMENT OF CASH FLOWS

40 NOTES
40 1 | GENERAL INFORMATION
41 2 | ACCOUNTING PRINCIPLES
41 3 | SIGNIFICANT ACCOUNTING POLICIES
47 4 | NEW FINANCIAL REPORTING STANDARDS
48 5 | CONSOLIDATION METHODS
48 6 | SCOPE OF CONSOLIDATION

49 NOTES CONCERNING THE CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
49 7 | REVENUE
49 8 | PROCEEDS FROM THE SALE OF RIGHTS/PATENTS
49 9 | OTHER OPERATING INCOME
49 10 | COST OF MATERIALS AND EXTERNAL SERVICES FOR RESEARCH AND DEVELOPMENT
49 11 | BENEFITS AND NUMBER OF EMPLOYEES
50 12 | SHARE-BASED REMUNERATION
51 13 | OTHER OPERATING EXPENSES
52 14 | DEPRECIATION, AMORTIZATION AND IMPAIRMENTS
52 15 | FINANCIAL RESULT
52 16 | INCOME TAXES
53 17 | EARNINGS PER SHARE

54 NOTES CONCERNING THE CONSOLIDATED BALANCE SHEET
54 18 | INTANGIBLE ASSETS
56 19 | PROPERTY, PLANT AND EQUIPMENT
57 20 | FINANCIAL ASSETS
57 21 | CASH AND CASH EQUIVALENTS
57 22 | TRADE RECEIVABLES
57 23 | OTHER CURRENT ASSETS
57 24 | EQUITY
63 25 | NON-CURRENT PROVISIONS
63 26 | TRADE PAYABLES
63 27 | OTHER CURRENT LIABILITIES
64 28 | ADDITIONAL INFORMATION ABOUT FINANCIAL INSTRUMENTS

67 NOTES CONCERNING THE CONSOLIDATED STATEMENT OF CASH FLOWS
67 29 | OPERATING ACTIVITIES
67 30 | INVESTING ACTIVITIES
67 31 | FINANCING ACTIVITIES

68 OTHER DISCLOSURES
68 32 | OTHER FINANCIAL OBLIGATIONS AND CONTINGENT LIABILITIES AND RECEIVABLES
68 33 | MATERIAL TRANSACTIONS WITH RELATED PARTIES
71 34 | EVENTS AFTER THE REPORTING DATE
71 35 | ADDITIONAL INFORMATION PURSUANT TO SECTION 315E HGB


PENTIXAPHARM ANNUAL REPORT 2025 CONSOLIDATED FINANCIAL STATEMENTS

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PENTIXAPHARM ANNUAL REPORT 2025 CONSOLIDATED FINANCIAL STATEMENTS

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

€ thousand Note Mar 18 – Dec 31, 2024 Mar 18 – Dec 31, 2024* Jan 1 – Dec 31, 2025
Revenue 7 118 118 93
Proceeds from the sale of rights/patents 8 6,700 6,700 0
Other operating income 9 8,480 8,480 543
Cost of materials and external services for research and development 10 -3,718 -3,718 -6,796
Personnel expenses 11,12 -1,431 -1,431 -6,516
Other operating expenses 13 -8,077 -8,077 -3,454
Earnings before interest, taxes, depreciation and amortization (EBITDA) 2,072 2,072 -16,130
Depreciation of fixed assets 14 -19,044 -19,044 -3,730
Earnings before interest and taxes (EBIT) -16,972 -16,972 -19,860
Financial result 15 422 422 347
Earnings before taxes (EBT) -16,550 -16,550 -19,513
Income taxes 16 3,707 4,623 3,002
Profit or loss/consolidated comprehensive income attributable to the shareholders of the parent company -12,843 -11,927 -16,511
Earnings per share 17
Diluted**/Undiluted (€ per share) -0.52 -0.48 -0.67
Weighted average number of shares in circulation (diluted**/undiluted) – in thousand units 24,783 24,783 24,783
  • Adjusted in 2024 (Correction of deferred taxes in application of IAS 8)
    ** Due to the net loss incurred during the reporting period, potential ordinary shares (RSUS) were not included in the calculation of diluted earnings per share, as their inclusion would have had a diminishing effect on the loss per share (antidilutive effect).

PENTIXAPHARM ANNUAL REPORT 2025 CONSOLIDATED FINANCIAL STATEMENTS

CONSOLIDATED BALANCE SHEET

| Assets
€ thousand | Note | Dec 31, 2025 | Jan 1, 2025 | Dec 31, 2025 |
| --- | --- | --- | --- | --- |
| Non-current assets | | | | |
| Other intangible assets | 18 | 35,354 | 35,354 | 32,282 |
| Property, plant and equipment | 19 | 269 | 269 | 36 |
| Deferred tax assets | 16 | 0 | 916 | 3,328 |
| Financial assets | 20 | 484 | 484 | 227 |
| Total non-current assets | | 36,107 | 37,023 | 35,873 |
| Current assets | | | | |
| Cash and cash equivalents | 21 | 23,232 | 23,232 | 4,624 |
| Trade receivables | 22 | 6,805 | 6,805 | 31 |
| Income tax receivables | 16 | 134 | 134 | 189 |
| Other current assets | 23 | 1,110 | 1,110 | 1,142 |
| Total current assets | | 31,281 | 31,281 | 5,986 |
| Total assets | | 67,388 | 68,304 | 41,859 |
| Liabilities
€ thousand | Note | Dec 31, 2025 | Jan 1, 2025
| Dec 31, 2025 |
| --- | --- | --- | --- | --- |
| Equity | 24 | | | |
| Subscribed capital | | 24,795 | 24,795 | 24,795 |
| Capital reserves | | 37,475 | 37,475 | 38,727 |
| Net profit/loss | | -12,843 | -11,927 | -28,438 |
| Treasury shares | | -12 | -12 | -12 |
| Equity attributable to shareholders of the parent company | | 49,415 | 50,331 | 35,072 |
| Total equity | | 49,415 | 50,331 | 35,072 |
| Non-current liabilities | | | | |
| Deferred tax liabilities | 16 | 3,930 | 3,930 | 3,328 |
| Non-current provisions | 25 | 2 | 2 | 0 |
| Total non-current liabilities | | 3,932 | 3,932 | 3,328 |
| Current liabilities | | | | |
| Trade payables | 26 | 8,943 | 8,943 | 2,435 |
| Other current liabilities | 27 | 5,098 | 5,098 | 1,024 |
| Total current liabilities | | 14,041 | 14,041 | 3,459 |
| Total assets | | 67,388 | 68,304 | 41,859 |

  • Adjusted in 2024 (Correction of deferred taxes in application of IAS 8)

37


PENTIXAPHARM ANNUAL REPORT 2025 CONSOLIDATED FINANCIAL STATEMENTS

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

Amounts in € thousand, excluding number of shares Number of shares Subscribed capital Capital reserves Net profit/loss* Treasury shares Equity attributable to shareholders of the parent company*
As of March 18, 2024 50,000 50 0 0 0 50
Spin-off for the inclusion of Pentixapharm AG 20,845,477 20,845 22,101 0 -12 42,934
Consolidated comprehensive income 0 0 0 -12,843 0 -12,843
Capital increase 3,900,000 3,900 15,990 0 0 19,890
Costs of the capital increase 0 0 -616 0 0 -616
As of December 31, 2024 24,795,477 24,795 37,475 -12,843 -12 49,415
Error correction IAS 8 0 0 0 916 0 916
As of January 1, 2025* 24,795,477 24,795 37,475 -11,927 -12 50,331
  • Adjusted in 2024 (Correction of deferred taxes in application of IAS 8)
Amounts in € thousand, excluding number of shares Number of shares Subscribed capital Capital reserves Net profit/loss Treasury shares Equity attributable to shareholders of the parent company
As of January 1, 2025 24,795,477 24,795 37,475 -11,927 -12 50,331
Consolidated comprehensive income 0 0 0 -16,511 0 -16,511
Share-based remuneration 0 0 1,252 0 0 1,252
As of December 31, 2025 24,795,477 24,795 38,727 -28,438 -12 35,072

PENTIXAPHARM ANNUAL REPORT 2025 CONSOLIDATED FINANCIAL STATEMENTS

CONSOLIDATED STATEMENT OF CASH FLOWS

€ thousand Note Mar 18 to Dec 31, 2024 Mar 18 to Dec 31, 2024* Jan 1 to Dec 31, 2025
Cash flow from operating activities 29
Profit (+)/Loss (-) -12,843 -11,927 -16,511
Adjustments for:
Depreciation, amortization and impairments 19,044 19,044 3,730
Loss from the disposal of fixed assets 0 0 200
Change in deferred taxes -3,715 -4,631 -3,015
Income tax payments -36 -36 -55
Other non-cash expenses (+)/income (-) -59 -59 1,212
Increase (-)/decrease (+) in trade receivables and other assets not attributable to investing activities -7,583 -7,583 7,053
Increase (+)/decrease (-) in trade payables and other liabilities not attributable to investing activities 864 864 -10,587
Cash outflow from operating activities -4,328 -4,328 -17,973
Cash flow from investing activities: 30
Payments for investments in property, plant and equipment -1 -1 -625
Inflow of cash and cash equivalents from the inclusion of Pentixapharm AG 8,707 8,707 0
Payments for the acquisition of shares in consolidated companies -470 -470 0
Cash inflow (+)/outflow (-) from investing activities 8,236 8,236 -625
Cash flow from financing activities: 31
Proceeds from additions to equity 19,274 19,274 0
Cash inflow from financing activities 19,274 19,274 0
Exchange rate-related changes in cash and cash equivalents 0 0 -10
Change in cash and cash equivalents 23,182 23,182 -18,608
Cash and cash equivalents at the beginning of the period 50 50 23,232
Cash and cash equivalents at the end of the period 23,232 23,232 4,624
  • Adjusted in 2024 (Correction of deferred taxes in application of IAS 8)

39


PENTIXAPHARM ANNUAL REPORT 2025 CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE 2025 FINANCIAL YEAR

The Management Board approved the consolidated financial statements for publication on March 25, 2026.

1 | GENERAL INFORMATION

Pentixapharm Holding AG (PTX), headquartered in Berlin, is a listed company under German law and the parent company of the Pentixapharm Group. It has its registered office at Robert-Rössle-Str. 10 in 13125 Berlin and is registered in the Commercial Register at the District Court [Amtsgericht] of Berlin Charlottenburg under number HRB 262201. The company was founded by Eckert & Ziegler Strahlen- und Medizintechnik AG, Berlin (doing business today as Eckert & Ziegler SE) by notarized agreement on February 15, 2024. The payment of the share capital was made on March 18, 2024, and registration in the Commercial Register was completed on March 25, 2024. The opening balance sheet of PTX under the German Commercial Code [Handelsgesetzbuch (HGB)] was prepared as of March 18, 2024. Since October 3, 2024, the shares of Pentixapharm Holding AG have been listed in the Prime Standard on the Frankfurt Stock Exchange under German Securities Identification Number (WKN): DE000A40AEGO.

The company's purpose is to operate as a management holding company, particularly focusing on the acquisition, disposal, holding and management of investments in companies active particularly (but not exclusively) in research and development, including the conduct of preclinical and clinical studies, manufacturing, marketing and distribution of pharmaceuticals, particularly radiopharmaceuticals, as well as providing consulting services and assuming other business administration responsibilities for companies.

PTX was included in the interim consolidated financial statements of Eckert & Ziegler SE, Berlin, as of September 30, 2024, as Eckert & Ziegler SE held all shares of PTX up until that date.

On October 20, 2023, the Executive Board of Eckert & Ziegler SE, Berlin with the approval of the Supervisory Board, resolved to transfer all of the shares it held in Pentixapharm AG – specifically, all of its 21,600,000 shares out of a total of 21,700,000 shares – by way of a spin-off for absorption under the German Transformation Act [Umwandlungsgesetz (UmwG)] to its subsidiary, Pentixapharm Holding AG, founded in February 2024. Pentixapharm Holding AG was then intended to become the publicly listed parent company of the future Pentixapharm Holding AG Group. On

June 26, 2024, the shareholders of both Eckert & Ziegler SE and PTX approved the draft spin-off and takeover agreement that had been submitted to their respective commercial registers on May 3, 2024. The spin-off was transferred effective upon entry to the respective commercial registers on October 2, 2024. Since that time, Pentixapharm AG and its subsidiary, Myelo Therapeutics GmbH, have been included in the consolidated financial statements of Pentixapharm Holding AG as prepared at that time.

Pentixapharm Holding AG (PTX) performs exclusively holding functions, while operating activities are conducted by Pentixapharm AG (PTP). PTP is a clinically oriented biopharmaceuticals company focused on developing novel, potentially first-in-class radiopharmaceuticals for diagnostic and therapeutic applications.

The portfolio is strategically geared to two complementary core areas:

Oncological theranostics

PTP develops targeted radiopharmaceuticals in the field of oncological theranostics for use in the diagnosis and systematic treatment of tumor diseases with a special focus on hematological and selected solid tumors. The theranostic approach combines a diagnostic radiopharmaceutical for the identification of suitable target structures ("identification") with a therapeutic radiopharmaceutical tailored to these for the targeted irradiation of the tumor tissue ("treatment").

Precision diagnostics in cardiovascular, endocrine and immunological-inflammatory diseases

In the field of radiodiagnostics, the company addresses cardiovascular or endocrine diseases with innovative, differentiating target structures. The goal is to achieve a highly specific visualization of disease-relevant processes in an effort to improve the bases for clinical decision-making and the approaches to therapy.

Pentixapharm Inc. (PTI), which supports the company's US operations, has been included in the scope of consolidation for the Group since the second quarter of 2025.

As announced, the development projects of Myelo Therapeutics GmbH (MyE), also part of the Group, have been discontinued. Final contractual obligations are currently being wound up.


PENTIXAPHARM ANNUAL REPORT 2025 CONSOLIDATED FINANCIAL STATEMENTS Notes

2 | ACCOUNTING PRINCIPLES

The Pentixapharm Group was legally constituted upon entry of the spin-off in the Commercial Register on October 2, 2024. Because Pentixapharm Holding AG, and hence Pentixapharm AG, were spun off to the shareholders of Eckert & Ziegler SE in proportion to their shares in Eckert & Ziegler SE, there was no change in the previous control of the Pentixapharm Group (transaction under common control). Indirect control over Eckert & Ziegler SE became direct control over Pentixapharm Holding AG. In this case, as IFRS provides, there is no initial preparation of IFRS financial statements pursuant to IFRS 1, and the provisions of IFRS 3 (Business Combinations) do not apply; instead, values are recognized as previously stated in the consolidated financial statements of Eckert & Ziegler SE and spun off using the "extraction method." Accounting is then performed based on the accounting method permissible for transactions under common control (predecessor accounting), and the assets and liabilities of the spun-off group have been transferred to the consolidated financial statements of PTX to be prepared anew based on predecessor accounting. In other words, the valuations of assets and liabilities as of the date of initial consolidation of the new group reflect the carrying amounts previously included in the consolidated financial statements of the former parent company, Eckert & Ziegler SE. Where predecessor accounting is applied, IFRS offers the option of applying this method retrospectively or prospectively from the date of the transaction. The Management Board of PTX has decided to apply predecessor accounting prospectively in accordance with this option. Accordingly, all prior-year disclosures in the following consolidated financial statements apply to the period commencing on October 2, 2024, with the exception of the net income of Pentixapharm Holding AG from March 18 to October 2, 2024, in the amount of €104 thousand.

The consolidated financial statements of Pentixapharm Holding AG as of December 31, 2025, were prepared in accordance with the International Financial Reporting Standards (IFRS) and the supplemental provisions of commercial law to be observed pursuant to Section 315e of the German Commercial Code [Handelsgesetzbuch (HGB)]. The statements comply with all standards of the International Accounting Standards Board (iAsB), London, to be applied in the EU on the reporting date, the relevant interpretations of the IFRS Interpretations Committee (IFRIC) and the Standing Interpretations Committee (SIC).

This report contains all the necessary information and adjustments required for a true and accurate view of PTX's net assets, financial position and results of operations as of December 31, 2025. The results of the current financial year do not necessarily permit conclusions with regard to the trends of future results.

The financial statements have been drawn up in euros, the company's reporting currency. Unless otherwise indicated, all amounts are stated in thousands of euros (€ thousand).

The financial statements of the subsidiaries were prepared as of the reporting date for the consolidated financial statements, which corresponds to the reporting date for Pentixapharm Holding AG. The consolidated financial statements cover the reporting period from January 1 to December 31, 2025 (previous year: October 2 to December 31, 2024). The consolidated statement of comprehensive income was prepared in accordance with the total-cost method.

Because the Pentixapharm Group consists of a single segment, no segment report has been prepared.

The consolidated financial statements and combined management report prepared as of December 31, 2025, are published in the Federal Gazette [Bundesanzeiger]. Pentixapharm Holding AG prepares the consolidated financial statements for the smallest and the largest group of companies.

Annual financial reports are published in the uniform ESEF format – European Single Electronic Format.

3 | SIGNIFICANT ACCOUNTING POLICIES

Accounting policies – Uniform accounting policies, which were also used for the comparative information of the opening balance sheet, are applied for the recognition of assets and liabilities of the subsidiaries included in the consolidated financial statements. A group company is a company that is controlled by Pentixapharm Holding AG as of December 31, 2025: Control exists if the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Accounting as of the date of initial consolidation was performed pursuant to the “extraction method” (see Section 3). Accordingly, the Group is presented as it was included in the consolidated financial statements of Eckert & Ziegler SE up to October 2, 2024.

Recognition – The balance sheet is classified according to maturity. Assets and liabilities are recognized as current if they fall due within one year or within one operating cycle or are held primarily for trading purposes. Accordingly, assets and liabilities are classified as non-current if they remain in the Group for longer than one year or longer than one operating cycle. Liabilities are recognized as non-current only if they do not fall due for payment within 12 months. Trade receivables and payables as well as inventories – if any – are generally recognized as current items. Deferred tax assets and liabilities are recognized as non-current.


PENTIXAPHARM ANNUAL REPORT 2025 CONSOLIDATED FINANCIAL STATEMENTS Notes

Assessments and estimates - When preparing the consolidated financial statements in accordance with IFRS, it is necessary to make estimates and assumptions that affect the amount and presentation of the assets, liabilities, income and expenses recognized. Significant assumptions and estimates are made for the useful lives of intangible assets and property, plant and equipment; the recoverable amount of intangible assets as part of the impairment test; the realizability of receivables; the recognition and measurement of provisions and financial instruments; and the realizability of deferred tax assets. The premises underlying these assumptions and estimates are based on the knowledge currently available at the given time. Actual amounts may differ from the originally expected estimates because these premises might develop differently than assumed. Estimates and underlying assumptions are reviewed on an ongoing basis. Changes in estimates are recognized prospectively.

Goodwill - Goodwill represents the difference between the total purchase price for a company or business operation and the fair value of the acquired net assets. Goodwill is not subject to scheduled amortization. In accordance with IAS 36, it is tested for impairment annually or more frequently if there is indication that the goodwill might be impaired, and where this is the case, it is written down to the recoverable amount. Impairment losses relating to goodwill are not reversed.

Other intangible assets - The material items recognized under intangible assets include capitalized development costs, patents, software, licenses and similar rights.

Development costs are capitalized as intangible assets if the requirements for capitalization of internally generated intangible assets in accordance with IAS 38 are cumulatively met, i.e. specifically if all of the following criteria are met:

  • Technical feasibility of completing the intangible asset
  • Intention to complete the intangible asset and use or sell it
  • Ability to use or sell the intangible asset
  • Existence of a market for or an internal use of the intangible asset
  • Availability of technical and financial resources to complete the development
  • Ability to reliably measure the expenditures attributable to the development

Capitalized development costs consist of all directly attributable costs incurred from the date when all capitalization criteria have been met. After successful completion of the development project, capitalized development costs are amortized over the planned economic life of the product.

Research costs, along with development costs not eligible for capitalization, are recognized as expenses as incurred.

Intangible assets are capitalized at cost and, provided that these are intangible assets with finite useful lives, are amortized on a straight-line basis over their respective useful lives. Intangible assets are amortized over the following estimated useful lives:

Capitalized development costs 10 years
Patents, permits, trademarks, etc. 10 to 14 years
Other 0 to 3 years

Intangible assets in development and not subject to scheduled depreciation are tested for impairment annually – or more frequently if there is indication that the goodwill might be impaired – and where this is the case, they are written down to the recoverable amount.

Property, plant and equipment - Property, plant and equipment is measured at cost less accumulated depreciation and impairment losses. Routine maintenance and repair costs are recognized immediately as an expense. Depreciation is calculated on a straight-line basis. The depreciation period is determined based on the estimated useful life. The following useful lives are assumed:

Plant and machinery 4 to 10 years
Operating and office equipment 3 to 13 years

Impairment of intangible assets and property, plant and equipment - Impairment losses are recognized on intangible assets and property, plant and equipment if, due to certain events or changed circumstances, the carrying amount of the assets exceeds the recoverable amount of these assets. The recoverable amount is the fair value less costs to sell or value in use, whichever is higher.

Assets are written up if their recoverable value exceeds their book value. The asset is written up, at most, to the amount that would have existed if the previous impairment losses had not been recognized. Impaired goodwill is not written up.


PENTIXAPHARM ANNUAL REPORT 2025 CONSOLIDATED FINANCIAL STATEMENTS Notes

To carry out the impairment test, the intangible assets and property, plant and equipment are allocated to cash-generating units (CGUs). A cash-generating unit is the smallest identifiable group of assets that (according to schedule) generates cash inflows from continued use and is largely independent of the cash inflows of other assets or other groups of assets. The Pentixapharm Group currently considers Pentixapharm AG and Myelo Therapeutics GmbH as independent CGUs.

Goodwill is tested for impairment by calculating the value in use based on estimated future cash flows, which are derived from the medium-term projections for the two companies. The net payment flows after the detailed planning phase are discounted based on rates for the cost of capital. The cost of capital is calculated as a weighted average of the rates for the cost of equity and for the cost of borrowed capital.

Trade receivables – A trade receivable is recognized when there is an unconditional right to consideration from the customer. After initial recognition, trade receivables are measured at amortized cost less impairment.

Cash and cash equivalents – Cash and cash equivalents include bank balances, cash in hand and short-term deposits with remaining terms of three months or less from the date of acquisition, such as overnight money.

Provisions – Provisions are recognized only when a present obligation arises from past events. Provisions are recognized when it is more likely than not that an obligation has been incurred and the amount of the obligation can be reliably estimated. The amounts recognized as provisions represent the best estimate of the expenditure required to settle the present obligation as of the reporting date. Provisions with a maturity of more than 12 months are discounted.

Leasing – A contract constitutes, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The right to control the use of an identified asset is conveyed in many contracts, irrespective of their form, e.g. in rental, lease, and service contracts, but also as part of outsourcing agreements. As a lessee, the Group recognizes leases in accordance with the so-called right-of-use model (IFRS 16.22), irrespective of the economic (ownership) relationships concerning the leased object upon lease commencement. Lessees can elect not to apply the right-of-use model to intangible assets, other than those already explicitly excluded from the scope of IFRS 16.

Significant other options and practical expedients are exercised as follows:

  • Right-of-use assets and lease liabilities (if any) are presented separately in the balance sheet.
  • In accordance with IFRS 16.5, the Group elected to account for lease payments as an expense on a systematic basis for low-value leases and short-term leases with a lease term of twelve months or less.
  • Where a contract provides for payments for lease components and non-lease components, the Group has elected, except for real estate leases, not to separate non-lease components from lease components in accordance with IFRS 16.15.

On initial recognition, the lease liability is recognized at the present value of the future lease payments; subsequent measurement is at amortized cost using the effective-interest method. Extension or cancellation options are taken into account when determining the term, provided these are exercised with sufficient certainty.

Lease liabilities include the following lease payments over the term of the lease:

  • Fixed payments
  • Extension and cancellation options of the lessee, provided it is reasonably certain that these options will be exercised in the future
  • Variable payments, if these depend on an index or interest rate
  • Expected residual-value payments under residual-value guarantees
  • The exercise price of a purchase option
  • Payments of penalties for terminating the lease, if an option to terminate is exercised

Rights of use are amortized on a straight-line basis over the shorter of their useful life and the expected term of the lease. Rights of use are recognized as part of the impairment test for property, plant and equipment carried out in accordance with IAS 36.


PENTIXAPHARM ANNUAL REPORT 2025 CONSOLIDATED FINANCIAL STATEMENTS Notes

Due to short-term periods of notice for leases of office buildings, the Pentixapharm Group recognizes has no rights of use or lease liabilities as of December 31, 2025 (as in the previous year).

Financial instruments

In accordance with IAS 32.11, all contracts that give rise to a financial asset of one entity and a financial liability or equity instrument of another entity are financial instruments.

Financial assets and liabilities are classified and recognized as follows in accordance with IFRS 9:

  • Financial assets – Financial assets are classified into the measurement categories “at amortized cost” (AC), “at fair value through other comprehensive income” (FVT0CI) and “at fair value through profit or loss” (FVTPL).

The “at amortized cost” category includes all financial assets the business model of which is linked to the objective of collecting the contractually agreed cash flows (“hold” business model). The contractual terms of the financial asset must also be structured in such a way that cash flows representing solely interest and repayment occur at fixed points in time. In the Pentixapharm Group, this includes in particular cash and cash equivalents and trade receivables. The Group assesses the objectives of the business model in which the financial asset is held at the level of the overall company, how the company is managed and the information provided to management. Financial instruments classified at amortized cost are measured at fair value plus transaction costs at the time of acquisition using the effective interest method. Subsequent measurement is also based on the effective-interest method, taking impairments and repayments into account. Interest income (using the effective-interest method), foreign currency gains and losses and impairment losses are recognized in profit or loss.

Measurement at fair value through other comprehensive income is to be applied to financial assets that have the objective of realizing cash flows both by collecting the contractual payments and by selling them (“hold and sell” business model).

All financial assets that are not classified as at amortized cost or at fair value through other comprehensive income, i.e. financial assets classified as FVTPL, are measured at fair value through profit or loss at the time of acquisition and subsequently. In the Pentixapharm Group, as of December 31, 2025, this relates to securities as well as a derivative financial instrument (exercise rights in connection with the convertible bond issued by Eckert & Ziegler SE). In the case of financial instruments measured at fair value through profit or loss, transaction costs must be recognized directly in the income statement

  • The Group measures financial liabilities at amortized cost (AC). Additions are measured at fair value, which is amortized using the effective interest method or disposals made. All financial liabilities not categorized as AC are classified as at fair value through profit or loss and measured at fair value through profit or loss at the time of acquisition and in subsequent measurement.

The Pentixapharm Group derecognizes a financial asset when its contractual rights to receive cash flows from the financial asset expire, when it transfers its rights to receive contractual cash flows in a transaction or when substantially all the risks and rewards incidental to ownership of the financial asset are transferred. The Pentixapharm Group derecognizes a financial liability when the contractual obligations are fulfilled or canceled, or when they expire. Financial assets and liabilities are only offset and their net amount recognized in the consolidated balance sheet if there is a legal right to do so and the intention is to settle on a net basis or to realize the asset and settle the liability simultaneously.

Measurement of financial assets and liabilities – Financial assets and liabilities measured at fair value are categorized into the following levels of the fair-value hierarchy in accordance with IFRS 9:

  • Level 1: The fair value is determined on the basis of quoted, unadjusted prices on active markets for these assets and liabilities.
  • Level 2: The fair value of these assets and liabilities is determined based on parameters for which quoted prices, derived either directly or indirectly, are available on an active market.
  • Level 3: The fair value of these assets and liabilities is determined based on parameters for which no observable market data is available.

PENTIXAPHARM ANNUAL REPORT 2025 CONSOLIDATED FINANCIAL STATEMENTS Notes

Securities (equity instruments of listed companies) belong to Level 1 of the measurement hierarchy.

The fair values of cash and cash equivalents, current receivables, trade payables, other current trade payables and other receivables essentially correspond to their carrying amounts. The primary reason for this is the short maturity of such instruments.

Revenue recognition – Under IFRS 15, revenue is recognized when the control of goods or services is transferred to the customer. This means that the customer has the ability to direct the use of the transferred goods or services and obtain substantially all the remaining benefits. Revenue is recognized when there is an enforceable right to receive payment from the customer. Revenue corresponds to the contractually agreed transaction price.

The period between the transfer of goods or services to the customer and payment by the customer is one year or less. For this reason, no financing component is included in the transaction price. Where the contract has multiple identifiable performance obligations, the transaction price will be divided between the individual performance obligations based on the individual selling prices. As a rule, goods and services are sold at individual selling prices. The terms of payment usually provide for payment within 30 days of invoicing.

The Group has generated an insignificant amount of revenue to date, and this stems solely from the sale of material. As a rule, the revenue is recognized upon delivery of the material.

Proceeds from the sale of rights/patents are realized in the event of a legally valid transfer to the buyer, provided that the other conditions explained under revenue recognition are met.

Subsidies – The Pentixapharm Group is in search of external sources of financing with which to fund development.

Grants are generally only recognized if there is reasonable assurance that the conditions to which they are linked are met and that the grant amounts have been provided. Performance-related grants are recognized in the period in which the related expenses were recognized; payments are deferred under other liabilities until they are realized. They are recognized under other operating income.

Financial income and interest – Interest is recognized as income or expense using the effective-interest method. Interest payments are recognized in the cash outflow from financing activities.

Income taxes – Income tax expense represents the sum of the current tax expense and deferred taxes. Current or deferred taxes are recognized in the consolidated income statement unless they relate to items recognized directly in equity in other comprehensive income. The current tax expense is determined on the basis of taxable income for the year. The Group's liability for current taxes is calculated based on the tax rates that are currently applicable. Deferred tax assets and liabilities are recognized in accordance with IAS 12 in order to reflect the future tax effects arising from the temporary differences between the carrying amount of assets and liabilities reported in the consolidated financial statements and the relevant amounts in the tax accounts. Deferred tax assets and liabilities are measured based on the statutory tax rates applicable to taxable income in the years when these temporary differences are expected to reverse. The effects of changes in tax rates on deferred tax assets and liabilities are recognized in the income statement in the financial year in which the changes to the law were adopted. Deferred tax assets are recognized only if it is likely that these assets will be recovered. Deferred taxes are measured using tax rates for future years, provided that they are specified by law or the legislative process has been essentially concluded. The gradual reduction in the corporate tax rate from 2028, decided in 2025, was taken into account in the determination of deferred taxes. Deferred tax assets and liabilities are offset if the relevant requirements of IAS 12 are met. Under IAS 12, deferred taxes are classified as non-current assets or liabilities and are not discounted. Current income taxes are calculated based on the respective national taxable income for the year and national tax regulations.

45


PENTIXAPHARM ANNUAL REPORT 2025 CONSOLIDATED FINANCIAL STATEMENTS Notes

Share-based remuneration – The company provides share-based remuneration to employees and executives in the form of restricted stock units (RSUs). These are recognized as equity-settled share-based remuneration.

  • Initial measurement: The RSUs are measured at their fair value as of the grant date. Because RSUs have no exercise price, and because the grant of the share is not contingent upon additional payment by the employees, the fair value corresponds to the share price on the date of the commitment, possibly reduced by the present value of expected dividends to which the employee is not entitled during the vesting period.
  • Recognition of expenses: The total expenses as determined are recognized as personnel expenses across the vesting period on a straight-line basis. The offsetting entry is made directly into the capital reserve. In cases of graded vesting, each tranche is treated as a separate assurance, and its fair value is determined across the individual vesting period of each individual tranche.
  • Estimates (fluctuation): The determination of the expense takes into account the quantity of RSUs for which the exercise requirements are expected to be met. The company reviews this estimate at each reporting date and adjusts personnel expenses accordingly if the expected number of shares to be transferred changes due to fluctuation or non-achievement of service conditions.
  • Dilution: RSUs are included in the calculation of diluted earnings per share from the date of grant, provided that they have a dilutive effect (treasury stock method).

Share-based remuneration under the compensation plan taken over by Eckert & Ziegler SE are recognized as cash-settled in accordance with IFRS 2, as these liabilities are not settled through equity instruments of PTX. See also the explanatory notes to Note 12)

Currency translation – Transactions denominated in a currency other than the functional currency of a business unit are recognized in the functional currency at the mean spot exchange rate on the date of initial recognition. At the end of the reporting period, the company measures monetary assets and liabilities denominated in foreign currencies in the functional currency at the mean spot exchange rate applicable at that time. The company recognizes gains and losses from these foreign currency measurements in the income statement. Non-monetary consolidated balance sheet items in foreign currencies are recognized at historical exchange rates. In the 2025 financial year, PTI became the first company to be consolidated with USD as its functional currency.

The following exchange rates were used for currency translation:

Country Currency Closing rate Dec 31, 2025 Average exchange rate
USA USD 1.1750 1.1264

Going concern – Continuation of operations – The Pentixapharm Group has a liquidity portfolio of €4.6 million as of December 31, 2025 (previous year: €23.2 million). The Group also has the option of calling up to 37 tranches of €500,000 each if necessary, for a total of €18.5 million, from a convertible bond issued by Eckert & Ziegler SE. Based on the forecast of liquidity requirements, it can be inferred that, at the time of preparation of the annual financial statements, the Group has sufficient financial resources to meet its current obligations and liabilities for at least 12 months from the date of publication of the consolidated financial reports for the financial year through December 31, 2025. This ensures the company's continued solvency so that the annual financial statements can be prepared based on an assumption of its continuation as a going concern.

The business model is characterized by high expenses for research and development and administrative expenses, which the company cannot currently finance through cash flow from operating activities.

As the Company is at a clinical development stage, for the foreseeable future it expects to continue to raise additional funds through public or private equity or debt financing, including grants from public institutions, corporate collaborations or licensing agreements.

Given the current limitations in funding, the company is initially focused on developing its leading candidates for selected indications. The company has postponed other projects for the time being. The company plans to further expand its product portfolio in the event of additional funding.


PENTIXAPHARM ANNUAL REPORT 2025 CONSOLIDATED FINANCIAL STATEMENTS Notes

Correction of errors pursuant to IAS 8 – During the 2025 financial year, it was determined that deferred tax assets on tax loss carryforwards of €916 thousand had not been recognized in the previous year although the prerequisites for their recognition under IAS 12 had been met. The previous year's figures were adjusted accordingly. The result of the error correction was as follows:

Item (in € thousands) Previous year (originally) Adjustment (IAS 8) Previous year (adjusted)
Deferred tax assets 0 +916 916
Net profit/loss -12,843 +916 -11,927
Income taxes (P&L) +3,707 +916 +4,623
Consolidated comprehensive income -12,843 +916 -11,927

4 | NEW FINANCIAL REPORTING STANDARDS

The consolidated financial statements comply with all IASB, IFRIC, and SIC standards that are required to be applied in the EU as of the reporting date.

The following new or amended standards are mandatory for financial years beginning on or after January 1, 2025:

IFRS standard Topic Effective date according to the IASB
IAS 21 Lack of exchangeability 01/01/2025

Application of the changes in the Group had no effects on the consolidated financial statements.

The following amendments to standards have been adopted by the IASB and have already been partially endorsed by the European Union but are only mandatory for financial years beginning on or after January 1, 2025:

IFRS standard Topic Effective date according to the IASB
IFRS 9 and IFRS 7 Classification and measurement of financial instruments 01/01/2026
IFRS 9 and IFRS 7 Contracts referencing nature-dependent electricity 01/01/2026
IFRS 7, IFRS 9, IFRS 10 and IAS 7 – Volume 11 Annual Improvements to IFRS Accounting Standards 01/01/2026
IFRS 18 Presentation and disclosure in financial statements 01/01/2027
IFRS 19 Subsidiaries without public accountability: disclosures 01/01/2027
IFRS 10 and IAS 28 Sale or contribution of assets between an investor and its associate or joint venture pending

The Group is currently assessing how initial application of the amended standards will affect its net assets, financial position and results of operations. The precise scope of the impact on the Group cannot be determined reliably at this point in time. The Group intends to apply IFRSS when they become mandatory, provided appropriate recognition has occurred within the scope of the endorsement process.


PENTIXAPHARM ANNUAL REPORT 2025 CONSOLIDATED FINANCIAL STATEMENTS Notes

5 | CONSOLIDATION METHODS

The inclusion of subsidiaries in the consolidated financial statements occurs from the date on which the company gains control over the subsidiary. Control is obtained by the company when it can exercise the authority to make decisions concerning the subsidiary, is exposed to fluctuating yields from its participation and is able to influence the amount of yields based on its authority to make decisions.

The Pentixapharm Group was legally constituted upon entry of the spin-off in the Commercial Register on October 2, 2024. The assets and liabilities of the spun-off group were included in the consolidated financial statements of PTX to be newly prepared using the method of predecessor accounting. In other words, the valuations of assets and liabilities as of the date of initial consolidation of the new group reflect the carrying amounts previously included in the consolidated financial statements of the former parent company, Eckert & Ziegler SE. The date of acquisition by Eckert & Ziegler SE in December 2022 is thus considered to be the decisive date for initial full consolidation of Myelo Therapeutics GmbH. The assets and liabilities of Myelo Therapeutics GmbH in the context of full consolidation are recognized in accordance with the purchase-price allocation from the acquisition of the company by Eckert & Ziegler SE. The assets of Pentixapharm AG from disclosure of the hidden reserves from initial consolidation of the company in the consolidated financial statements of Eckert & Ziegler SE in April 2021 are also included in the consolidated financial statements of Pentixapharm Holding AG.

Where predecessor accounting is applied, IFRS offers the option of applying this method retrospectively or prospectively from the date of the transaction. The Management Board of PTX has decided to apply predecessor accounting prospectively in accordance with this option. Accordingly, all prior-year disclosures in the following consolidated financial statements concern the period beginning on October 2, 2024, and do not disclose comparative figures for prior periods.

All material receivables and payables, as well as expenses and income and interim results between affiliated companies, are eliminated as part of the consolidation.

Inclusion in the consolidated financial statements ends when the company ceases to have control of the subsidiary. The results of subsidiaries acquired or disposed of in the course of the year are included in the consolidated income statement and in other consolidated net income according to the date of acquisition or disposal.

The consolidated financial statements are drawn up in euros, which are the Group's reporting currency. Unless otherwise indicated, all amounts are stated in thousands of euros (€ thousand). In this regard, commercial rounding when adding amounts may result in insignificant rounding differences. The percentages shown are calculated on the basis of the respective amounts in thousands of euros. All included financial statements of the subsidiaries were prepared as of the reporting date for the annual financial statements of Pentixapharm Holding AG.

6 | SCOPE OF CONSOLIDATION

In addition to Pentixapharm Holding AG, the following subsidiaries are included in the 2025 consolidated financial statements:

Pentixapharm AG, Berlin 100%
Myelo Therapeutics GmbH, Berlin 100%
Since May 2025: Pentixapharm Inc., Delaware, USA 100%

PENTIXAPHARM ANNUAL REPORT 2025 CONSOLIDATED FINANCIAL STATEMENTS Notes

NOTES CONCERNING THE CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

7 | REVENUE

The Group is at an early stage of development, and its main activities are currently focused on research and development. To date, it does not yet have any products with which it could generate significant revenue without first conducting further clinical trials, completing the development of manufacturing and obtaining approvals from regulatory authorities in the various countries where the products will be sold. Small amounts of revenue were generated only through the sale of precursor material to selected clinical centers during the reporting period. Revenue with individual customers in excess of 10% of total revenue totaled to €93 thousand (previous year: €107 thousand).

8 | PROCEEDS FROM THE SALE OF RIGHTS/PATENTS

Proceeds from the sale of rights/patents in the previous year derived from the sale of intangible assets acquired by Pentixapharm AG from Glycotope GmbH in July 2024 as part of the acquisition of the latter's Target Discovery business. No such proceeds were accrued during the 2025 financial year.

9 | OTHER OPERATING INCOME

Other operating income in the reporting year contains €433 thousand in income from project grants (previous year: €650 thousand) well as €38 thousand in income from exchange-rate differences (previous year: €14 thousand).

During the previous year, other operating income also contained €7,813 thousand in income based on the derecognition of liabilities to the former shareholders of Myelo Therapeutics GmbH, the maturity of which was linked to the achievement of certain milestones. The development projects at Myelo Therapeutics GmbH were discontinued by resolution of the company's Management Board and Supervisory Board. Discontinuation of the projects also meant that it was no longer possible to achieve the milestones on which the liabilities were based; consequently, the corresponding liabilities were derecognized in the income statement in the previous year.

10 | COST OF MATERIALS AND EXTERNAL SERVICES FOR RESEARCH AND DEVELOPMENT

The cost of materials and external services for research and development includes €6,455 thousand in expenses for purchased services (previous year: €3,638 thousand), €279 thousand in expenses for materials (previous year: €81 thousand) as well as €61 thousand in expenses for licenses (previous year: €0 thousand).

11 | BENEFITS AND NUMBER OF EMPLOYEES

Personnel expenses include expenses for wages and salaries in the amount of €5,648 thousand (previous year: €1,185 thousand) as well as €868 thousand in expenses for pensions and other employee benefits (previous year: €246 thousand).

The group companies employed an average of 61 (previous year: 71) employees (54 (previous year: 64 FTE)) during the reporting period. They worked in the following departments:

2024 2025
Research and development 58 (52 FTE) 44 (40 FTE)
Administration 11 (10 FTE) 15 (12 FTE)
Quality management 2 (2 FTE) 2 (2 FTE)
Total 71 (64 FTE) 61 (54 FTE)

Personnel expenses include €338 thousand in expenses for defined-contribution pension plans (employer's contribution to pension insurance) (previous year: €99 thousand). There were no outstanding payments in this connection as of December 31, 2025.

Information on the total remuneration of members of the Management Board and members of the Supervisory Board can be found in Note 33.


PENTIXAPHARM ANNUAL REPORT 2025 CONSOLIDATED FINANCIAL STATEMENTS Notes

12 | SHARE-BASED REMUNERATION

In connection with employee-participation program for staff and Management Board members, during the reporting period a total of €1,259 thousand (previous year: €19 thousand) was recognized as share-based remuneration in personnel expenses. Personnel expenses were reduced by €159 thousand were reduced during the reporting period due to forfeiture of claims (owing to self-termination by employees or failure to meet milestones) (previous year: €64 thousand). (See also Notes 3, 20, 24 and 27.)

Share-based remuneration amounts relate to the following programs:

a) Share-based remuneration with shares of Eckert & Ziegler SE:

From 2021, Eckert & Ziegler SE had a remuneration plan in place that provided for compensation in shares. Under this plan, members of the Executive Board/Group Executive Committee and selected employees, including of Pentixapharm AG, receive a portion of their performance-based remuneration components in the form of shares. In December 2023, PTP had undertaken vis-à-vis Eckert & Ziegler SE to assume the commitments still existing as of December 31, 2023. To fulfill the commitments, PTP acquired from Eckert & Ziegler SE 40,887 shares in Eckert & Ziegler SE at the then-current price of €12.99 per share, representing a total of €531 thousand. As these are not equity instruments of PTX, the share-based remuneration for this program is classified as cash-settled in accordance with IFRS 2.

The expense from the existing commitments was generally recognized in personnel expenses over the period in which the service was rendered and, if applicable, the performance conditions were met (the vesting period). The likelihood of reaching the agreed milestones is reassessed at each reporting date. The expenses for share-based remuneration are measured at the fair value of the acquired shares. As of December 31, 2025, the applicable fair value was calculated based on the Xetra closing price of a share of Eckert & Ziegler SE (WKN: 565970), in the amount of €15.26.

As of December 31, 2025, PTP recognized another liability from the obligation taken over from Eckert & Ziegler SE; this comprises the complete obligation from the date of commitment through to December 31, 2025. The total fair value of the liability as of December 31, 2025, stood at €227 thousand.

The commitments assumed concern three (previous year: five) employees as of December 31, 2025, who, on April 16, 2021, received a commitment for 14,850 shares (previous year: 23,100*) with a vesting period through April 30, 2025. The commitment is tied to the achievement of certain milestones that had not yet been reached as of December 31, 2025. The amount totals to €227 thousand (previous year: €300 thousand) and as of 31 December 31, 2025, is recognized in its entirety as a liability (previous year: €275 thousand). In the 2025 financial year, personnel expenses from this program amounted to €53 thousand (previous year: €12 thousand); €102 thousand (previous year: €59 thousand) were derecognized in the income statement.

Furthermore, the commitment taken over originally contained 195,771 shares for a former Management Board member of Pentixapharm AG, of which 3,600 shares were allocated in connection with milestone fulfillment during the previous year. Going forward, achievement of milestone agreements for only 4,287* shares was considered likely. The vesting period for these shares amounted to 27 months, to September 2024, with a value of €56 thousand determined for the shares acquired, which was recognized in liabilities as of December 31, 2024. In the 2025 financial year, after it was determined that the agreed milestones can no longer be achieved, the corresponding liability was derecognized in the income statement in the 2025 financial year.

There are no arrears from this program as of December 31, 2025; in the previous year, the arrears as of December 31, 2024, totaled to €25 thousand. The 14,850 shares taken into account in the calculation (previous year: 27,387*) are already owned by PTP.

  • Eckert & Ziegler SE carried out a stock split in 2025 with a ratio of 1:3. Hence, the historical values for the number of shares and price have been adjusted accordingly in the above disclosures.

b) Employee-participation program at Pentixapharm Holding AG in 2025:

Since December 2025, Pentixapharm Holding AG has maintained a plan of providing share-based remuneration through equity instruments. Under this plan, selected employees of Pentixapharm AG receive part of their bonuses in the form of shares of Pentixapharm Holding AG. The bonuses are granted for three milestones, each on December 31 of the 2025, 2026 and 2027 financial years, and depend exclusively on the existence of an unterminated employment relationship as of the respective dates. The allocation of shares is planned for the first half of 2028. The shares transferred are subject to a lock-up period that lasts until June 30, 2028.

Shares granted under the plan are subject to three-year graded vesting. 25% of the shares will become vested at the end of each of the 2025 and 2026 financial years, with the remaining 50% becoming vested at the end of 2027. In accordance with IFRS 2, each tranche is treated as a separate commitment with its own vesting period. The corresponding fair value is recognized as personnel expenses on a pro rata basis over the respective service period of the tranche. The calculation is based on an assumed turnover rate of 10%. Recognition takes into account the front-loading effect under which approx. 53% of the total value is recognized as an expense in the in-


PENTIXAPHARM ANNUAL REPORT 2025 CONSOLIDATED FINANCIAL STATEMENTS Notes

come statement in the first year of the commitment, approx. 30% in the second year and the remaining 17% in the third year.

The fair value of the shares was determined based on the average of the closing prices of the share in Xetra trading on the Frankfurt Stock Exchange on the 20 trading days prior to December 31, 2025, and amounts to €1.508 per share. Taking the turnover rate into account, 281,588 shares with a fair value of €425 thousand were granted; of these, as of December 31, 2025, 63,140 shares with a fair value of €95 thousand were vested. The expenses under this program totaled to €223 thousand in the 2025 financial year (previous year: €0 thousand).

c) Individual agreements:

The company has entered into several share-based remuneration agreements with members of the Management Board and one other employee. These are exclusively commitments that are fulfilled through surrender of equity instruments of Pentixapharm Holding AG (equity-settled share-based payments).

The claims are vested on a pro rata basis over the respective service period (vesting period). In the case of Dr. Dirk Pleimes, the long-term bonus (LTI) is divided into three tranches (25% as of December 31, 2025, 25% as of December 31, 2026, and 50% as of December 31, 2027), each of which is measured separately and distributed over its individual vesting period. Recognition of the LTI of De. Dirk Pleimes takes into account the front-loading effect under which approx. 51% of the total value is recognized as an expense in the income statement in the first year of the commitment, approx. 31% in the second year and the remaining 18% in the third year.

The fair value of the equity instruments granted was determined on the basis of the unmodified stock market price on the respective grant date. This amounted to €2.94 for Dr. Andreas Eckert, €2.955 for Henner Kollenberg and €2.98 for Dr. Dirk Pleimes. A discount or deduction for a contractually agreed lock-up period following delivery was not made, as the lock-up period restricts only the possibility of disposal and has no impact on the value of the service established on the grant date.

In determining personnel expenses for the financial year, a turnover rate of 0% was assumed for the members of the Management Board. This reflects the expectation that the current members of the Management Board will serve out the entirety of their contractually agreed term of service. Should a member of the Management Board leave prematurely, the expenses not yet recognized will be recognized directly and in their entirety fully through profit or loss (accelerated vesting) at the time of departure, provided that the claims have already been vested as a matter of law.

Based on all the individual agreements, 442,444 shares were granted in the reporting year, of which 289,903 shares had been vested as of December 31. The expenses under this program totaled to €1,025 thousand in the 2025 financial year (previous year: €47 thousand), of which €181 thousand are attributable to the front-loading effect explained above. The personnel expenses under these agreements that were recognized in the previous year, in the amount of €47 thousand, were recognized as a liability in the balance sheet as of December 31, 2024. This amount was reclassified to the capital reserve in the 2025 financial year.

13 | OTHER OPERATING EXPENSES

Other operating expenses mainly include the following items:

€ thousand 2024 2025
Legal and consulting costs 74 536
Occupancy costs 105 369
Supervisory Board remuneration 200 338
Investor Relations 581 229
Fees for annual financial statements and audits 123 221
IT costs 81 221
Business development and marketing 349 205
External services 88 220
Loss from the disposal of fixed assets 0 200
Travel expenses 116 165
Patent costs 110 162
Repairs and maintenance 46 122
Expenses from exchange-rate differences 12 113
Insurances and Contributions 20 60
Earn-out costs 6,091 0
Other 81 293
Total 8,077 3,454

The earn-out costs reported in the previous year under other operating expenses in the amount of €6,091 thousand related directly to the proceeds from the sale of rights/patents as stated in the consolidated statement of comprehensive income for 2024.


PENTIXAPHARM ANNUAL REPORT 2025 CONSOLIDATED FINANCIAL STATEMENTS Notes

14 DEPRECIATION, AMORTIZATION AND IMPAIRMENTS

Depreciation, amortization and impairments include €3,647 thousand in scheduled amortization of intangible assets (previous year: €17 thousand) and €83 thousand in scheduled depreciation of property, plant and equipment (previous year: €15 thousand).

In connection with discontinuation of the development projects at Myelo Therapeutics GmbH, in the previous year the company had performed impairment tests for goodwill and internally generated intangible assets (capitalized development costs) at Myelo. These impairment tests found that both goodwill and the capitalized development costs at Myelo were fully impaired. The impairment loss relative to goodwill stood at €775 thousand, and the impairment loss for capitalized development costs totaled to €18,237 thousand.

15 | FINANCIAL RESULT

The financial result contains €347 thousand in interest and similar income (previous year: €475 thousand) as well as €0 thousand in interest and similar expenses (previous year: €-53 thousand).

16 | INCOME TAXES

The parent company's tax rate for corporation tax, solidarity surcharge and trade tax used as the Group tax rate when calculating the tax expense for the 2025 and 2024 financial years was 30.175%.

The Group tax rate consisted of the following:

Trade tax base amount 3.5%
Trade tax multiplier 410%
Corporation tax 15%
Solidarity surcharge on corporation tax 5.5%

The €3,002 thousand in tax income stated in the consolidated statement of comprehensive income (previous year: €4,623 thousand) is the result of €13 thousand in current tax expense (previous year: €8 thousand) as well as €3,015 thousand in income from deferred taxes (previous year: €4,631 thousand).

Following discontinuation of the development projects, the company assumes that the deferred tax assets on Myelo's loss carryforwards assumed in the spin-off can no longer be used within the next five years. The previously capitalized deferred taxes on loss carryforwards (October 2, 2024: €1.793 thousand), along with the deferred tax liabilities attributable to the development projects (October 2, 2024: €5.508 thousand), were thus derecognized in full as of December 31, 2024. This resulted in total deferred tax income of €3,715 thousand in the previous year.

Of the €3,328 thousand in deferred tax liabilities recognized in the balance sheet (previous year: €3,930 thousand), €3,211 thousand (previous year: €3,930 thousand) concern temporary differences in connection with other intangible assets; €117 thousand (previous year: €0 thousand) also concern temporary differences in connection with financial assets measured at fair value.

Due to the expected loss situation for the German companies of the Group in the future, deferred taxes on loss carryforwards are currently capitalized up to a maximum of the amount of deferred taxes on temporary differences. Due to the uncertainties existing at the respective balance sheet dates with regard to a possible vanishing of loss carryforwards, the basis for calculating deferred tax assets on loss carryforwards was also limited to the tax losses incurred in the period following the spin-off.

As part of its tax returns, the Group intends to request application of the "hidden reserves clause" to retain the tax loss carryforwards incurred before the spin-off in accordance with Section 8 of the German Corporate Income Tax Act [Körperschaftsteuergesetz (KStG)]. If the tax authorities grant this request, the Group had an additional non-capitalized tax loss carryforwards of €32.0 million as of December 31, 2025 (previous year: €24.0* million).


PENTIXAPHARM ANNUAL REPORT 2025 CONSOLIDATED FINANCIAL STATEMENTS Notes

Reconciliation of the Group's income tax expense as determined on the basis of the tax rates applicable in Germany (30.175%) relative to the Group's actual reported tax expense is as follows:

€ thousand 2024 2025
Basis for determining the tax expense (earnings before taxes) -16,550 -19,513
Expected tax expense (+)/income (-) based on Group tax rate -4,965 -5,888
Taxes on non-deductible expenses 243 702
Taxes on tax-exempt income -2,344 -24
Adjustments to deferred tax assets 1,793 0
Non-capitalized deferred taxes on financial-year losses 679* 2,429
Revaluations of deferred taxes in connection with the corporate tax reform 0 -327
Differences from tax-rate differences of Group companies 0 174
Other -29 -68
Effective tax expense (+)/income (-) -4,623* -3,002
  • Adjusted in 2024 (Correction of deferred taxes in application of IAS 8)

17 | EARNINGS PER SHARE

Earnings per share were calculated as follows:

€ thousand 2024 2024* 2025
Denominator for calculation of diluted and undiluted earnings/loss per share – earnings attributable to shareholders of PTX AG -12,843 -11,927 -16,511
Denominator for calculation of undiluted earnings/loss per share – weighted average number of shares outstanding (in thousands) 24,783 24,783 24,783
Dilution effect from RSUS** 0 0 0
Denominator for calculation of diluted earnings/loss per share – weighted average number of shares outstanding (in thousands) 24,783 24,783 24,783
Undiluted earnings/loss per share (EPS) (in €) -0.52 -0.48 -0.67
Diluted earnings/loss per share (EPS) (in €) -0.52 -0.48 -0.67
  • Adjusted in 2024 (Correction of deferred taxes in application of IAS 8)
    ** Due to the net loss incurred during the reporting period, potential ordinary shares (RSUS) were not included in the calculation of diluted earnings per share, as their inclusion would have had a diminishing effect on the loss per share (antidilutive effect).

The company has a facility for the issue of convertible bonds with a total par value of up to €18.5 million. No tranches had yet been called up from this facility as of the balance sheet date. A future complete drawdown and conversion at the agreed conversion price of €4.70 could result in the creation of up to 3,936,170 new ordinary shares. In application of IAS 33.70 (c), these potential ordinary shares were not included in the calculation of diluted earnings per share, as the relevant tranches had not yet been issued as of the reporting date. They represent instruments, however, that could potentially dilute undiluted earnings in future periods.


PENTIXAPHARM ANNUAL REPORT 2025 CONSOLIDATED FINANCIAL STATEMENTS Notes

NOTES CONCERNING THE CONSOLIDATED BALANCE SHEET

18 | INTANGIBLE ASSETS

The changes in intangible assets in the 2025 financial year are as follows:

€ thousand Goodwill Capitalized development costs Other intangible assets Total
Acquisition and production costs
As of January 1, 2025 0 34,688 932 35,620
Additions 0 0 575 575
Disposals 0 0 0 0
As of December 31, 2025 0 34,688 1,507 36,195
Accumulated depreciation and impairment
As of January 1, 2025 0 0 -266 -266
Depreciation and amortization additions 0 -3,469 -178 -3,647
Depreciation and amortization disposals 0 0 0 0
As of December 31, 2025 0 -3,469 -444 -3,913
Carrying amount as of January 1, 2025 0 34,688 666 35,354
Carrying amount as of December 31, 2025 0 31,219 1,063 32,282

PENTIXAPHARM ANNUAL REPORT 2025 CONSOLIDATED FINANCIAL STATEMENTS Notes

The changes in intangible assets from October 2 to December 31, 2024, were as follows:

€ thousand Goodwill Capitalized development costs Other intangible assets Total
Acquisition and production costs
As of October 2, 2024 775 52,925 932 54,632
Additions 0 0 0 0
Disposals -775 -18,237 0 -19,012
As of December 31, 2024 0 34,688 932 35,620
Accumulated depreciation and impairment
As of October 2, 2024 0 0 -249 -249
Depreciation and amortization additions 0 0 -17 -17
Depreciation and amortization disposals 0 0 0 0
Impairment additions -775 -18,237 0 -19,012
Impairment disposals 775 18,237 0 19,012
As of December 31, 2024 0 0 -266 -266
Carrying amount as of October 2, 2024 775 52,925 683 54,383
Carrying amount as of December 31, 2024 0 34,688 666 35,354

Intangible assets include goodwill, patents and technologies, licenses and software, and capitalized development costs. As of December 31, 2025, and 2024, no intangible assets 2024 were deposited or pledged as collateral.

a) Intangible assets not subject to scheduled amortization

As of October 2, 2024, €775 thousand in goodwill was taken over for the investment in Myelo Therapeutics GmbH as part of the spin-off.

The development projects at Myelo Therapeutics GmbH were discontinued by resolution of the company's Management Board and Supervisory Board. In this connection, the company performed an impairment test on capitalized goodwill and determined that goodwill was fully impaired as of December 31, 2024.

b) Intangible assets subject to scheduled amortization following completion

As part of the spin-off, as of October 2, 2024, intangible assets for development projects of Myelo Therapeutics GmbH in the amount of €18,237 thousand were included in the consolidated financial statements of PTX.

The development projects at Myelo Therapeutics GmbH were discontinued by resolution of the company's Management Board and Supervisory Board. In this connection, in the previous year the company had performed an impairment test of the capitalized development projects and determined that these were fully subject to unscheduled impairment as of December 31, 2024.

An impairment test of the capitalized development projects of Pentixapharm AG recognized under intangible assets, at €34,688 thousand, was performed in the previous year in accordance with IAS 36. Capitalized development costs concern the compound PentixaFor, for which preclinical development is complete and for which comprehensive outlicensing is currently under preparation.

For the impairment test of the development costs, a forecast of financial surpluses (free cash flows) was undertaken with respect to the planned utilization of the compound (outlicensing) on the basis of internal and external information for the period from 2025 to 2040. The planning assumptions made reflected the state of negotiations between Pentixapharm AG and the potential licensee as of the reporting date. The forecast period took into account the time of anticipated regulatory approval as well as the expected subsequent licensing period.

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PENTIXAPHARM ANNUAL REPORT 2025 CONSOLIDATED FINANCIAL STATEMENTS Notes

Taking the prospects for success of the outstanding clinical phase into account, the projected free cash flows were weighted with a period-specific likelihood of occurrence and converted into an expected value. The probability-weighted free cash flows were then discounted at a weighted average capital cost (WACC) of 12% as of the reporting date. The resulting recoverable amount (value in use) significantly exceeded the capitalized development costs as of December 31, 2024.

The assumptions made to derive the recoverable amount were based on the level of information and knowledge as of the previous year's reporting date. We would like to point out that these are subject to considerable discretion. No impairment requirement was identified for the capitalized development costs of Pentixapharm AG as of December 31, 2024.

Since January 2025, the capitalized development costs of Pentixapharm AG have been subject to scheduled amortization over the expected useful life of 10 years. In addition, as of December 31, 2025, the company performed an additional impairment test for these capitalized development costs, which did not provide any indication of an impairment requirement.

Total expenses of €11,275 thousand were incurred during the reporting period in connection with the company's research and development work (previous year: €5,080 thousand). That total includes expenses for material and external services (€6,796 thousand) (previous year: €3,718 thousand), personnel, (€3,649 thousand) (previous year: €1,088 thousand), depreciation and amortization (€259 thousand) (previous year: €56 thousand) and other allocable operating expenses (€571 thousand) (previous year: €218 thousand). These costs were not capitalized as intangible assets because the uncertainties associated with the development effort do not permit reliable determination of future economic benefits. Because the capitalization criteria pursuant to IAS 38 are not fully met, the development expenses were immediately recognized as an expense.

19 | PROPERTY, PLANT AND EQUIPMENT

The changes in property, plant and equipment from January 1 to December 31, 2025, are as follows:

€ thousand Machinery and equipment Operating and office equipment Total
Acquisition and production costs
As of January 1, 2025 364 82 446
Additions 12 38 50
Disposals -364 -23 -387
As of December 31, 2025 12 97 109
Accumulated amortization and depreciation
As of January 1, 2025 -121 -56 -177
Additions -44 -39 -83
Disposals 164 23 187
As of December 31, 2025 -1 -72 -73
Carrying amount as of January 1, 2025 254 29 284
Carrying amount as of December 31, 2025 11 25 36

PENTIXAPHARM ANNUAL REPORT 2025 CONSOLIDATED FINANCIAL STATEMENTS Notes

The changes in property, plant and equipment from October 2 to December 31, 2024, were as follows:

€ thousand Machinery and equipment Operating and office equipment Total
Acquisition and production costs
As of October 2, 2024 364 81 445
Additions 0 1 1
Disposals 0 0 0
As of December 31, 2024 364 82 446
Accumulated amortization and depreciation
As of October 2, 2024 -110 -52 -162
Additions -11 -4 -15
Disposals 0 0 0
As of December 31, 2024 -121 -56 -177
Carrying amount as of October 2, 2024 254 29 284
Carrying amount as of December 31, 2024 243 26 269

20 | FINANCIAL ASSETS

Non-current financial assets in the amount of €227 thousand (previous year: €484 thousand) consist exclusively of 14,850 (previous year: 37,287*) shares of Eckert & Ziegler SE, which the company holds in order to serve future claims of employees under an employee-participation program initiated by Eckert & Ziegler SE and taken over by PTX in conjunction with the spin-off.

21 | CASH AND CASH EQUIVALENTS

Cash equivalents in the amount of €4,624 thousand (previous year: €23,232 thousand) consists of checks, cash in hand and bank balances with a maturity of no more than three months from the date of acquisition. Cash and cash equivalents correspond to the cash and cash equivalents shown in the consolidated statement of cash flows. The change in cash and cash equivalents is presented in the consolidated statement of cash flows.

22 | TRADE RECEIVABLES

Trade receivables declined from €6,805 thousand as of December 31, 2024, to €31 thousand as of December 31, 2025. The steep decline is due to the fact that, as of December 31 of the previous year, this amount contained a single receivable in the amount of €6,805 thousand that was settled at the beginning of the 2025 financial year.

Neither of the amounts for trade receivables reported as of December 31, 2025, and 2024 includes any overdue receivables, and there was no need to constitute an impairment. All receivables had a remaining term of less than 30 days.

23 | OTHER CURRENT ASSETS

Other current assets include a derivative financial instrument valued at fair value in the amount of €388 thousand (previous year: €335 thousand). These are the rights, in connection with the convertible bond issued by PTX and subscribed by Eckert & Ziegler SE, to be able to call up the individual tranches of the convertible bond at the fixed conditions as contractually specified. (For further remarks on the convertible bond, see also Notes 3 and 24.)

The item also contains financial assets consisting of securities in the amount €342 thousand (previous year: €0 thousand), receivables from call-ups of funding in the amount of €3 thousand (previous year: €113 thousand) and other receivables totaling €48 thousand (previous year: €61 thousand), together with non-financial assets consisting of receivables from the tax authorities for VAT paid in the amount of €210 thousand (previous year: €417 thousand) and deferred income of €151 thousand (previous year: €184 thousand).

24 | EQUITY

Share capital

The company's share capital amounts to €24,795,477, divided into 24,795,477 no-par-value bearer shares, and is fully paid up. Each share grants one vote and is decisive for the share in profit.

The Articles of Association of Pentixapharm Holding AG were adopted on February 15, 2024 by notarial act. The company was then registered on March 25, 2024, in the Commercial Register of the District Court [Amtsgericht] of Charlottenburg under HRB 262201 B. The share capital for the establishment of the company was €50,000, divided into 50,000 no-par-value bearer shares.


PENTIXAPHARM ANNUAL REPORT 2025 CONSOLIDATED FINANCIAL STATEMENTS Notes

Non-cash capital increase

By resolution of the Annual General Meeting of June 26, 2024, the company's share capital was increased by €20,845,477 in return for an in-kind contribution ("spin-off capital increase") through the issuance of 20,845,477 new, no-par-value shares ("new shares 1"). The issue amount for new shares 1 was €1.00 per share, for a total issue amount of €20,845,477. No additional premium was owed. The new shares 1 are eligible for dividend payments for financial years from March 25, 2024.

The new shares 1 were issued as consideration for the transfer of all 21,600,000 no-par-value bearer shares ("assets to be spun off") held by Eckert & Ziegler SE in Pentixapharm AG with registered office in Würzburg (registered at the time in the Commercial Register of the District Court [Amtsgericht] of Würzburg under HRB 16940 ["Pentixapharm AG"]); this corresponded to approx. 99.54% of the share capital of Pentixapharm AG, based on the spin-off and takeover agreement between Eckert & Ziegler SE with registered office in Berlin, registered in the Commercial Register of the District Court of Charlottenburg under HRB 262034 B ("EZSE"), as the transferring legal entity, and with PTX as the acquiring legal entity in the version submitted on May 3, 2024, to the respective Commercial Registers of the two companies involved.

To the extent that the value at which the in-kind contribution made by Eckert & Ziegler SE and taken over by the company, i.e. the carrying value under German commercial law of the assets to be spun off as of the spin-off date of January 1, 2024, exceeds the above-mentioned total issue amount of the spin-off capital increase, this amount will be transferred to the company's capital reserve in accordance with Section 272(2)(4) of the German Commercial Code [HGB].

Based on the spin-off and takeover agreement of June 26, 2024, and the approval resolutions of the Annual General Meetings of June 26, 2024, the company has taken over, in their entirety, the assets to be spun off by means of conversion via spin-off. The spin-off went into effect upon the simultaneous entry, on October 2, 2024, in the Commercial Register for the location of the transferring legal entity and of the acquiring legal entity (the company).

The resolution went into effect, and the non-cash capital increase in the amount of €20,845,477 to the new amount of €20,895,477 on October 2, 2024, was entered in the Commercial Register.

Cash capital increase

By resolution of the Annual General Meeting of June 26, 2024, the Management Board was authorized to increase the company's share capital by up to €11,000,000 in return for a case contribution ("cash capital increase") through the issuance of up to 11,000,000 new, no-par-value shares ("new shares 2"). The issue amount for new shares 2 would have been €1.00 per share, for a total issue amount of up to €11,000,000. The new shares 2 would be eligible for dividend payments for financial years from March 25, 2024. The sole shareholder at the time was granted the statutory subscription right. The sole shareholder intended to waive exercise of its subscription rights. New shares not subscribed by the sole shareholder were available for free use as part of a public offer on the basis of a securities prospectus approved by the German Federal Financial Supervisory Authority [BaFin], at a placement price of at least €4.70 per share to be determined by the Management Board with the approval of the Supervisory Board. A bank and/or securities intermediary was authorized to subscribe to and acquire the new shares 2 at the issue amount, subject to an obligation to pay at least one-quarter of the lowest issue amount of €1.00, i.e. €0.25 per new share 2, prior to registering execution of the cash capital increase, and to pay the remaining issue amount of €0.75 per new share 2 as well as the placement surplus following registration of execution of the cash capital increase, or to pay this amount to the company. The Management Board was authorized to specify the further particulars of the cash capital increase and its implementation, specifically the placement price, any additional authorized subscribers and any additional conditions for the issue of new shares 2. The execution of the cash capital increase was also registered in the Commercial Register in several tranches.

The resolution on the cash capital increase could have become invalid if the cash capital increase was carried out within six months of the date of the aforementioned Annual General Meeting; or if actions for annulment were to be lodged against the corresponding resolution of the Annual General Meeting of Eckert & Ziegler SE of June 26, 2024, approving the spin-off and takeover agreement between Eckert & Ziegler SE and Pentixapharm Holding AG, within six months following legal termination of relevant legal proceedings; or if a clearance resolution pursuant to Section 16 (3) of the German Transformation Act [Umwandlungsgesetz (UmwG)] were issued within six months following this resolution. This did not happen, however.

By resolution of the Management Board on September 16, 2024, up to 3,900,000 new shares were placed as part of a public offer based on a securities prospectus approved by BaFin. The Supervisory Board approved this resolution by the Management Board on the same day. This capital increase was entered to the Commercial Register on October 8, 2024. Hence, from that day, there was share capital in the amount of €24,795,477.

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PENTIXAPHARM ANNUAL REPORT 2025 CONSOLIDATED FINANCIAL STATEMENTS Notes

Authorized capital

By resolution of the Annual General Meeting of May 27, 2025, the capital authorized by the Annual General Meeting of June 26, 2024, was suspended, and at the same time the Management Board was authorized, with the approval of the Supervisory Board, to increase the company's share capital on one or more occasions through June 25, 2029, by a total of up to €12,397,738.00 by issuing up to 12,397,738 new no-par-value bearer shares against cash and/or non-cash contributions (authorized capital 2025). As a general rule, the new shares were to be offered to the shareholders for subscription. The Management Board is authorized, however, with the consent of the Supervisory Board, to preclude the subscription rights of the shareholders in whole or in part.

Preclusion of the subscription right is only permitted in the following cases:

(i) in the case of capital increases in exchange for cash contributions if shares of the company are traded on the stock exchange (regulated market or over-the-counter or the successors of these segments), the shares issued do not exceed 20% of the share capital and the issue amount of the new shares does not significantly fall below the stock exchange price of the company's shares of the same class and features already traded on the stock exchange at the time when the issue price was determined within the meaning of Sections 203(1) and (2), 186(3)(4) of the German Stock Corporation Act [Aktiengesetz (AktG)] and all possible further requirements of Section 186(3)(4) AktG are met. The amount of 20% of the share capital must be offset against the amount attributable to shares issued or sold during the term of this authorization up to the time of its use based on other corresponding authorizations, excluding the subscription right, in direct or corresponding application of Section 186(3)(4) AktG, insofar as such an offset is required by law. For purposes of this authorization, the issue amount to be paid by the third party or parties when the new shares are acquired by an issuing intermediary under a concomitant obligation to offer the new shares for acquisition by one or more third parties designated by the company shall be deemed to be the amount payable by the third party or parties;

(ii) in the case of capital increases in exchange for contributions in kind, in particular for the acquisition of companies, parts of companies or participations in companies, industrial property rights such as patents, trademarks or licenses directed to them, or other product rights or other contributions in kind, including bonds, convertible bonds and other financial instruments;

(iii) insofar as necessary to grant the holders or creditors of the bonds with option or conversion rights or obligations issued by the company or its group companies a subscription right to new shares to the extent to which they would be entitled after exercising their option or conversion right or after fulfilling an option or conversion obligation;

(iv) to issue shares within the scope of shareholding or other share-based (remuneration) programs in exchange for cash and/or in-kind contributions to members of the company's Management Board, members of the representative body of a company affiliated with the company and/or to employees of the company or a company affiliated with it;

(v) for fractional amounts arising as a result of the subscription ratio; or

(vi) in other cases in which the preclusion of subscription rights is in the company's recognized best interest.

The Management Board is authorized, with the approval of the Supervisory Board, to specify the further content of the share rights and the other details of the capital increase and its implementation. The Management Board is authorized to determine that the new shares are to be taken over by a bank, a securities intermediary or a company operating in accordance with Section 53(1)(1) or Section 53b(1)(1) or (7) of the German Banking Act, subject to the obligation to offer these to shareholders for subscription. The Supervisory Board is authorized to amend the version of the Articles of Association in accordance with the respective scope of the share capital increase from authorized capital 2025.

Material agreements of the company subject to a change of control as the result of a takeover bid; compensation agreements in the event of a takeover bid:

There is an agreement in place with a member of the Management Board under which, as soon as a third party makes a public offer to the company's existing shareholders to purchase their shares at a fixed price, the milestone of long-term remuneration is deemed to have been reached in full.

There are no agreements to be observed with banks or other companies in the event of a takeover bid.

There are no agreements with employees regarding compensation in the event of a takeover bid.

Capital reserves

Presented in capital reserves is the amount received from the issuance of shares, including those at above par value (premium) and less the issuing costs (after taxes).

The spin-off for the inclusion of Pentixapharm AG in the company resulted in a premium of €22,101 thousand, and in connection with the cash capital increase over 3,900,000 shares, a premium of €15,990 thousand was realized. Thus, after deducting €616 thousand in costs incurred for the capital increase, €37,458 thousand was recognized in the capital reserve in the previous year.

59


In the 2025 financial year, €1,252 thousand (previous year: €0 thousand) was recognized in the capital reserve for share-based remuneration. Of this amount, €1,205 thousand corresponds to the fair value of the granted equity instruments of PTX recognized as personnel expenses in the 2025 financial year, which are recognized over the respective vesting period. An amount of €47 thousand is attributable to personnel expenses recognized in the previous year, which were recognized under liabilities as of December 31, 2024, and were reclassified to the capital reserve in 2025.

Issuance of convertible bonds and/or bonds with warrants or profit-sharing certificates

By resolution of the Annual General Meeting of June 26, 2024, the Management Board was authorized, with the consent of the Supervisory Board, to issue one or more convertible bonds and/or bonds with warrants or profit-sharing certificates, with or without conversion or subscription rights (hereinafter collectively referred to as “bonds”) with a total par value of up to €18,500,000.00 by 25 June 2029. The holders of the bonds referred to in the preceding sentence may be granted conversion or subscription rights to up to 3,936,170 no-par-value bearer shares of the company with a pro rata share capital amount of €1.00 each. The conversion and subscription rights may be handled through conditional capital to be resolved at this or future Annual General Meetings, through authorized capital to be resolved at this or future Annual General Meetings and/or through a cash capital increase and/or through existing shares and/or a cash settlement in lieu of the delivery of shares.

The bonds may be issued in exchange for cash benefits and also in exchange for contributions in kind, provided that the value of the contribution in kind reaches the issue price. Furthermore, the bonds may also be issued in the legal currency of an OECD country, in addition to in euros, taking permissible maximum total nominal amounts into account. The bonds may be issued with or without maturity. The bonds may also be issued by a group company of the company within the meaning of Section18 of the German Stock Corporation Act [AktG] in which the company holds a direct or indirect interest of at least 75%; in this case, the Management Board is authorized, with the consent of the Supervisory Board, to assume a guarantee for the respective convertible bonds and/or bonds with warrants and/or profit-sharing certificates for the company, and to grant the holders of convertible bonds and/or bonds with warrants or profit-sharing certificates option or conversion rights to shares of the company. When the bonds are issued, shareholders are entitled to a statutory subscription right, unless the subscription right is precluded in accordance with the following provisions. If the bonds are issued by a group company as described above under d), the company has an obligation to ensure the grant of the statutory subscription right to the shareholders, unless the subscription right is precluded in accordance with the following provisions. The bonds may also be offered to an issuing intermediary with a concomitant obligation to offer them to shareholders for subscription.

The Management Board is authorized, with the consent of the Supervisory Board, to exclude the subscription right of the shareholders (i) to exclude peak amounts from the subscription right; (ii) to offer convertible bonds and/or bonds with warrants and/or profit-sharing certificates, which are provided with a conversion or subscription right, to individual investors for subscription, provided that, subject to compliance with Section 186 (3)(4) AktG, the proportion of shares to be issued based on these bonds does not exceed 20% of the share capital available at the time this authorization takes effect and when the resolution on the exercise of the authorization is passed, and provided that the issue price of the bonds does not fall significantly below the theoretical market value of the bonds determined on the basis of recognized methods of financial mathematics. The amount of 20% of the share capital is to be offset against the amount attributable to shares issued and/or sold on the basis of another corresponding authorization, to the exclusion of the subscription right in direct or corresponding application of Section 186(3)(4) AktG, insofar as such offsetting is legally required; (iii) to offer the profit participation rights without conversion or subscription rights to individual investors for subscription, insofar as the issue price does not fall significantly below the theoretical market value of the profit participation rights determined according to recognized methods of financial mathematics and insofar as the profit participation rights are merely similar to obligations, i.e. do not create membership-like rights or conversion or subscription rights to shares of the company, do not grant any participation in the liquidation proceeds and the amount of the distribution is not based on the amount of net income, the net profit or the dividend; (iv) insofar as this is necessary to grant the holders of exchange and subscription rights granted by the company or its group companies to shares of the company a subscription right to bonds issued under this authorization, to the extent to which they would be entitled upon exercising their conversion or subscription right or after fulfilling any conversion obligation (dilution protection), or (v) insofar as bonds are issued in exchange for contributions in kind, in particular for the acquisition of companies, parts of companies or participations in companies, industrial property rights such as patents, trademarks or licenses directed to them, or other product rights or other contributions in kind, including bonds, convertible bonds and other financial instruments, and the preclusion of subscription rights is in the overriding interest of the company.

An exchange or subscription relationship must be established in the case of convertible bonds and/or bonds with warrants and/or profit-sharing certificates with conversion or subscription rights. The exchange ratio results from dividing the nominal amount of a single bond by the conversion price specified for a share. The exchange ratio can also result from dividing the issue price of a bond that falls below the par value, by the conversion price specified for a share. These provisions apply accordingly to the subscription relationship. The conversion/option or subscription price to be determined in each case for a share must be at least 80% of the average stock exchange price of the share of the company over the


PENTIXAPHARM ANNUAL REPORT 2025 CONSOLIDATED FINANCIAL STATEMENTS Notes

last ten trading days preceding the resolution by the Management Board to issue the bonds in the opening auction in xetra® trading on the Frankfurt Stock Exchange (or on a successor system determined by Deutsche Börse AG) or, if there is no xetra® trading in the company's shares, the stock exchange on which (numerically) the greatest total number of the company's shares were traded over the course of these ten trading days. If the company should increase the share capital during the term of the bonds issued under this authorization while granting a subscription right to its shareholders, or if it should issue additional bonds, including profit-linked bonds or profit-sharing certificates, with exchange or subscription rights to shares of the company, without at the same time also granting a subscription right to holders of the bonds issued under this resolution and provided with an exchange or subscription right, in the same way in which they would be entitled following an exercise of their exchange or subscription right, the conditions governing issuance of the bonds may specifically provide for the following provisions (anti-dilution clause): (i) Capital increase in exchange for contributions and granting of other subscription rights. In the event of a capital increase in exchange for contributions concomitant to a grant of subscription rights or a grant of other subscription rights, the conversion price is reduced by the subscription rights' value. The "subscription rights value" as referenced here reflects (i) the average stock exchange price of the subscription rights to which the shareholders are entitled over the last ten trading days of the subscription rights in the opening auction in xetra® trading (or on a successor system determined by Deutsche Börse AG) or, in the absence of xetra® trading in the company's shares, a similarly determined price in over-the-counter trading on the Frankfurt Stock Exchange, or, if neither xetra® trading in shares of the company nor over-the-counter trading on the Frankfurt Stock Exchange occur, the price on the stock exchange on which (numerically) the greatest total number of the company's shares were traded over the course of these ten trading days, or, in the absence of trading in subscription rights in xetra® trading or in over-the-counter trading on the Frankfurt Stock Exchange or another stock exchange, (ii) the value of the subscription right determined, on the basis of methods of financial mathematics, by the conversion agent or subscription agent specified in the conditions governing issuance of the subscription rights. (ii) Capital increase from company funds. In the event of a capital increase from company funds, the conditional capital in place to secure the conversion right increases in the same proportion as the share capital (Section 218 AktG). Bondholders exercising their conversion right are provided with as many additional shares as if they had already exercised their conversion right at the time of the capital increase from company funds. Fractions of shares created as a result of a capital increase from company funds are not offset when the conversion right is exercised. (iii) Stock split. If the number of shares changes without a change in share capital (reclassification of share capital), the provision provided for in (ii) above shall apply accordingly. In any event, the pro rata amount of share capital of the shares to be subscribed per bond must not exceed the issue price of the bond.

The Management Board is authorized, with the approval of the Supervisory Board, to stipulate the further details of the issue and terms of the bonds, specifically with respect to the maturity, the issue and exercise periods as well as particulars of termination, the issue price of the bonds, the applicable interest rate, the denomination and adjustment of the subscription price, along with a justification of a conversion obligation.

By resolution of June 27, 2024, the Supervisory Board approved the draft resolution of the Management Board to exercise this authorization by issuing a 4.0% corporate convertible bond 2024/2027 ("WSV 2024/2027") with a total par value of €18,500,000.00.

This convertible bond was issued by PTX before the spin-off went into effect and was fully subscribed by Eckert & Ziegler SE.

The main conditions of the bond can be summarized as follows:

  • The bonds issued by PTX ("Issuer") with a total par value of €18,500,000 are divided into 37 equal bearer bonds with a par value of €500,000 each.
  • From the date of issue, the bonds will bear interest at an annual rate of 4.0% on their outstanding, fully paid-in par value. Interest on the bonds is payable annually in arrears on December 31 of each year. The first payment of interest fell due on December 31, 2024. Interest on the bonds ends on the beginning of the day on which the bonds fall due for repayment or, if the conversion right has been exercised, on the beginning of the respective exercise date.
  • The bonds will be repaid on 31 December 31, 2027, at their par value plus (exclusively) interest accumulated on the par value through to the repayment date, unless they have previously been repaid, converted or bought back.
  • Conversion right: The Issuer grants bondholders the right, at any time during an exercise period, to convert any fully paid-in bond, in whole but not in part, into no-par-value shares of the Issuer at a pro rata amount of the Issuer's share capital of €1.00 ("share") attributable to a share on the issue date ("conversion right"). The conversion price per share ("conversion price") is €4.70, subject to an adjustment due to dilution. The "conversion ratio" is calculated by dividing the par value of a bond by the conversion price applicable on the exercise date. A bondholder can exercise its conversion right in the first two weeks of each calendar quarter.

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Authorization to acquire and sell treasury shares

By resolution of the Annual General Meeting on June 26, 2024, the company is authorized, pursuant to Section 71(1)(8) AktG, to acquire treasury shares up to a total of 10% of the company's share capital existing at the time the authorizing resolution takes effect. The shares acquired, together with other treasury shares which the company has already acquired and still owns, or which are attributable to it under Sections 71 a et seqq. AktG, may not exceed 10% of the company's share capital at any time.

The authorization took effect when the spin-off was carried out under the spin-off and takeover agreement between Eckert & Ziegler SE and the company along with the capital increase for purposes of the spin-off; it will remain in effect until June 25, 2029.

At the Management Board's discretion, and subject to the limits set forth in the laws applicable to stock corporations and the principle of equal treatment of stockholders (Section 53a AktG), the shares may be acquired via the stock exchange or outside of the stock exchange, the latter specifically by means of a public purchase offer and excluding the shareholders' rights to tender their shares for sale. In the case of a public tender offer, the company may specify either a price or a price range for acquisition of the shares. (i) If the shares are acquired via the stock exchange, the purchase price paid per share (excluding ancillary purchase costs) must not exceed the average of the opening auction prices in XETRA® trading on the Frankfurt Stock Exchange (or a successor system determined by Deutsche Börse AG) over the last ten trading days prior to acquisition by more than 5% or fall below it by more than 10% (the “relevant price”). If there is no XETRA® trading in the company's shares, the relevant price is determined based on the average opening auction prices on the stock exchange on which the highest total number of shares of the company were traded during these ten trading days. (ii) If the purchase is made outside of the stock exchange, the purchase price paid for a share (excluding ancillary purchase costs) may be up to 20% above or 20% below the relevant price of the company's share. (iii) In the case of a public acquisition offer, the relevant price is the average of the relevant price during the last ten trading days prior to the day of the public announcement of the acquisition offer. The acquisition offer may provide for other conditions. The offer may be modified if, following publication of a formal offer, there are significant deviations between the share price of the company and the relevant price. In the event of such a modification, the average of the relevant prices on the last ten trading days preceding publication of the adjustment to the offer will be used. (iv) In the event of acquisition of the shares outside the stock exchange in any other way, the relevant price is the average of the relevant prices on the last ten trading days preceding the date of conclusion of the contract underlying the acquisition. (v) If the total subscription to the offer exceeds the volume offered for public acquisition, the acquisition takes place in proportion to the number of shares tendered. Provision may be made for preferred consideration of tenders of smaller quantities of up to 100 shares per shareholder, and for commercial rounding, under partial exclusion of any right of the shareholders to tender their shares.

The Management Board is authorized to resell held treasury shares with the consent of the Supervisory Board, in compliance with the principle of equal treatment of stockholders (Section 53a AktG), for purposes other than trading in treasury shares. (i) The sale of the held treasury shares may take place through the stock exchange. (ii) The sale may also be conducted other than through the stock exchange, specifically including for the fulfillment of conversion or option rights granted by the company or one of its Group companies as well as against contributions in kind, for example for the acquisition of companies, participations or industrial property rights. A sale outside the stock exchange is also permitted, particularly, provided that a maximum of shares that do not exceed 10% of the share capital -- as calculated both on the date on which this authorization takes effect and on the date on which the authorization is exercised -- are sold and the held treasury shares are sold at a price that does not fall below the stock exchange price of the company's shares with the same features by more than 5% (excluding ancillary costs) at the time of the sale. The amount of 10% of the share capital under the previous sentence must be offset against the amount attributable to shares issued or sold based on another corresponding authorization, excluding the subscription right, in direct or corresponding application of Section 186(3)(4) AktG pending the respective exercise of the authorization in question, provided that such an offset is required by law. Shareholders' subscription rights are precluded in all these cases.

Furthermore, the Management Board is authorized to offer treasury shares for sale to shareholders on the basis of an offer addressed to all shareholders, in compliance with the principle of equal treatment of stockholders (Section 53a AktG). In this case, the Management Board may, with the approval of the Supervisory Board, exclude subscription rights for peak amounts. The Management Board is also authorized to redeem treasury shares from circulation, subject to the approval of the Supervisory Board. The redemption leads to a capital decrease. Notwithstanding the foregoing, upon redemption, the Management Board may specify that the share capital is to remain unchanged and instead increase the portion of share capital represented by the remaining no-par-value shares in accordance with Section 8 (3) AktG (simplified redemption procedure under Section 237 (3) No. 3 AktG). In this case, the Management Board is authorized to adjust the disclosure of the number of no-par-value shares in the Articles of Association. The Management Board is also authorized to use treasury shares in connection with share-based compensation or workforce share programs of the company or of companies affiliated with it, and to issue these to persons who are or have been in an employment relationship with the company or of a company affiliated with it, as well as to members of governing bodies of companies affiliated with the company. The treasury shares can be offered, committed and transferred to the aforementioned persons and members of governing bodies, particularly in exchange for payment or free of charge, whereby the wage- or salary-based employment relationship or the relationship as a member of a governing body must be in effect at the time of such offer, commitment or transfer.


PENTIXAPHARM ANNUAL REPORT 2025 CONSOLIDATED FINANCIAL STATEMENTS Notes

The Supervisory Board is authorized to use the treasury shares held as follows: These shares can be used in fulfillment of obligations or rights to acquisition of shares of the company that have been or will be agreed with members of the company's Management Board within the scope of the provision on Management Board remuneration. Specifically, the Supervisory Board may offer them for acquisition by the members of the Management Board of the company, or commit or transfer them subject to a vesting period; membership on the Management Board must exist at the time of the offer or commitment. The minimum vesting period for newly granted share commitments is around four years and may end no sooner than at the end of the second day following publication of net results in the fourth calendar year following the commitment date. Shareholder are precluded from holding subscription rights in this connection.

The Supervisory Board specifies the details applicable to Management Board members' remuneration. This also includes provisions on the vesting of share commitments granted to a Management Board member in lieu of a portion of the variable remuneration (bonus) to be settled; it also includes provisions on the treatment of share commitments in special cases such as retirement, incapacity to work or death, for which e.g. a cash settlement can be provided on the effective date of departure.

The company may exercise these authorizations in whole or in part, on one or more occasions, individually or jointly through the company, as well as through its group companies, or by third parties acting on its or their behalf. The authorization also extends to the use of shares in the company for all other legally permitted purposes and also applies to shares that have been or are acquired on the basis of previous authorizing resolutions pursuant to Section 71 (1) No. 8 AktG or by other means.

25 | NON-CURRENT PROVISIONS

In the previous year, non-current provisions in the amount of €2 thousand (constituted in accordance with the provisions of the German Commercial Code [HGB]) consisted of a provision for the archiving of business documents. Expenses for the archiving of business documents are recognized as incurred as an expense in accordance with IAS 37.14. The provision for the previous year was thus reversed in the income statement for the 2025 financial year.

26 | TRADE PAYABLES

Trade payables, including outstanding invoices, decreased from €8,943 thousand in the previous year to €2,435 thousand as of December 31, 2025. The majority of the decrease results is due to payment of a trade payable to Glycotope GmbH at the beginning of the 2025 financial year. This was related to the acquisition of intangible assets by Pentixapharm AG shortly before the end of the financial year from Glycotope GmbH in July 2024 as part of the takeover of the latter's Target Discovery business.

27 | OTHER CURRENT LIABILITIES

The item for other current liabilities, which totaled to €1,024 thousand (previous year: €5,098 thousand) contains €76 thousand in liabilities to tax authorities (previous year: €76 thousand) with the remainder consisting exclusively of financial liabilities.

These are as follows:

€ thousand 12/31/2024 12/31/2025
Liabilities from wages and salaries as well as other personnel-related liabilities 599 421
Liabilities from subsidies received 4,213 179
Liabilities from Supervisory Board remuneration 205 335
Other liabilities 5 13
As of 12/31 5,022 948

The other personnel-related liabilities include €227 thousand in liabilities not yet due to employees under an employee-participation program (previous year: €331 thousand); at maturity, these will be settled with shares of Ecker & Ziegler SE that are already held by the company. (See also Notes 3, 11 and 20)


PENTIXAPHARM ANNUAL REPORT 2025 CONSOLIDATED FINANCIAL STATEMENTS Notes

28 | ADDITIONAL INFORMATION ABOUT FINANCIAL INSTRUMENTS

This section provides an overview of the significance of financial instruments for the Group and additional information about balance sheet items that contain financial instruments.

€ thousand Balance sheet item Measurement category under IFRS 9* 12/31/2025 Carrying amount 12/31/2025 Fair value 12/31/2024 Carrying amount 12/31/2024 Fair value
ASSETS
Financial assets AC 0 0 484 484
Financial assets FVTPL 227 227 0 0
Cash and cash equivalents AC 4,624 4,624 23,232 23,232
Trade receivables AC 31 31 6,805 6,805
Other current assets FVTPL 730 730 335 335
Other current assets AC 52 52 174 174
5,664 5,664 31,030 31,030
Thereof total by measurement category: AC 4,707 4,707 30,695 30,695
FVTPL 957 957 335 335
LIABILITIES
Trade payables AC 2,434 2,434 8,943 8,943
Other current liabilities AC 721 721 5,022 5,022
Other current liabilities FVTPL 227 227 0 0
3,382 3,382 13,965 13,965
Thereof total by measurement category: AC 3,155 3,155 13,965 13,965
FVTPL 227 227 0 0
  • Abbreviations:
    AC: At amortized cost
    FVTPL: At fair value through profit or loss

The fair value of cash and cash equivalents, trade receivables and payables, and other current liabilities and other receivables is roughly equal to the carrying amount. The primary reason for this is the short maturity of such instruments.

Unless they are interest-bearing, non-current receivables and liabilities are discounted.

Financial assets and liabilities measured at fair value are categorized into the following levels of the fair-value hierarchy:


PENTIXAPHARM ANNUAL REPORT 2025 CONSOLIDATED FINANCIAL STATEMENTS Notes

Level 1: The market value was determined based on quoted, unadjusted prices on active markets for these assets and liabilities.

Level 2: The market value for these assets and liabilities was determined based on parameters for which quoted prices, derived either directly or indirectly, are available on an active market.

Level 3: The market value of these assets and liabilities was determined based on parameters for which no observable market data is available.

Financial assets measured at fair value as of December 31, 2025 include securities (measured in application of Level 1) together with the exercise rights in connection with a convertible bond (measured in application of Level 3):

The securities consist of 37,287 shares of Eckert & Ziegler SE, of which 14,850 shares (€227 thousand) are recognized under other non-current assets, as will be used to settle liabilities to employees that have not yet fallen due. The remaining 22,437 shares (€342,000 thousand), which are freely available to the company, are recognized under other current assets.

The convertible bond issued by subscription agreement dated August 30, 2024, between Eckert & Ziegler SE as subscriber and Pentixapharm Holding AG as issuer, has an impact on the financial statements of Pentixapharm Holding AG. The (37) bonds will be delivered to Eckert & Ziegler SE only once Pentixapharm Holding AG has declared to Eckert & Ziegler SE that the payment amounts are due and payment has been made. There had been no declarations by Pentixapharm Holding AG of payment amounts due on bonds as of December 31, 2025. As there is a pending transaction, the bond itself is not recorded. The subscription agreement, however, already gives rise to rights and obligations on the part of the parties, which are expressed in accounting terms as a derivative. At the end of the year, this resulted in a receivable of €388 thousand (previous year: €335 thousand) (Level 3 of the fair-value hierarchy). For the conditions of the convertible bond, we refer to the explanations under Note 24.

To determine the fair value of the call rights on tranches of the convertible bond, a Monte Carlo simulation based on the Geometric Brownian Motion method was used. The fair value is estimated by simulating possible future share prices, applying the regression-based least squares method, and comparing the discounted risk-neutral expected value of the

option's payoff profile (in the case of non-exercise at each potential exercise date) with the corresponding exercise price.

Key unobservable input factors are:

  • The expected volatility of the share price of Pentixapharm Holding AG as of December 31, 2025: 57% (prior year: 69%)
  • The expected volatility of the risk-free interest rate as of December 31, 2025: 22% (prior year: 104%)
  • The expected volatility of the credit spread as of December 31, 2025: 71% (prior year: 93%)

The estimated fair value of the asset would increase if the expected volatility of the share price were to rise. Higher expected volatility of the risk-free interest rate or the credit spread would lead to a lower fair value.

As of December 31, 2025, financial liabilities measured at fair value included the following amounts:

  • Liabilities from share-based remuneration to employees, which will be offset with shares of Eckert & Ziegler SE.

The net gains or losses on financial instruments in accordance with IFRS 7.20 were composed as follows in the 2025 financial year:

The net gain/loss on financial instruments measured at fair value through profit or loss (FVTPL) amounted to €138 thousand (previous year: €59 thousand). This resulted from the measurement of shares in the amount of €85 thousand (previous year: €0 thousand) as well as from the market valuation of call rights from the convertible bond in the amount of €53 thousand (previous year: €59 thousand). No gains or losses from the disposal of financial instruments were incurred in the reporting year, nor in the previous year.

Foreign currency gains from financial instruments in the amount of €38 thousand (previous year: €14 thousand) were recognized in other operating income, and foreign currency losses from financial instruments in the amount of €113 thousand (previous year: €12 thousand) were recognized in other operating expenses. The net interest income/expense includes interest income of €209 thousand (previous year: €136 thousand). In the previous year, the net interest income/expense also included non-cash unwinding of discount expenses for financial liabilities in the amount of €47 thousand.

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Risk analysis

In the course of its business operations, the Group is exposed to financial credit, default and liquidity risks and, to a very limited extent, to market risks in the form of foreign-exchange risks.

Credit risk

Credit risk or default risk means the risk that a customer or counterparty of the PTX Group cannot meet its contractual obligations. The result of this is, firstly, the risk of value impairments on financial instruments due to issues of credit rating and, secondly, the risk of partial or complete loss of contractually agreed payments.

The Group is mainly exposed to credit and default risk based on its trade receivables. Risk is primarily influenced by the size of the customer. Credit and default risk is monitored as part of a Group-wide risk-management system, which when necessary involves a regular analysis of overdue trade receivables.

Risk exposure

The maximum default risk corresponds to the carrying amount of the trade receivables as of the reporting date in the amount of €31 thousand (previous year: €6,805 thousand).

Trade receivables as of the balance sheet date in the previous year included a receivable from a customer in the amount of €6,700 thousand, which corresponded with trade payables to Glycotope GmbH in the amount of €6,030 thousand, as both amounts were connected to the sale of intangible assets by Pentixapharm AG had purchased from Glycotope GmbH in July 2024 as part of the takeover of the latter's Target Discovery business. In the event of a default of the claim, the corresponding liability would have fallen due as well. The receivable and liability were both offset by corresponding payments at the outset of the 2025 financial year.

The balance sheet does not include any material overdue or impaired financial assets. The Group considers the default risk of these other financial assets to be very low.

Liquidity risk

Liquidity risk means the risk that the company will not be able to meet its financial obligations on time. The purpose and mission of liquidity management is to ensure that adequate amounts of borrowed and own funds are available at all times. As part of the company's financial planning, a liquidity forecast is prepared, which can be used, among other things, to identify additional financing needs in advance. The company generates its financial resources predominantly through equity measures. Taking into account the planned call of €18,500 thousand from the convertible bond subscribed by Eckert & Ziegler SE, the funds available are projected to be sufficient to cover the costs expected in the coming financial year.

As in the previous year, the Group has neither loan liabilities nor lines of credit with banks as of December 31, 2025.

Based on the amount of cash and cash equivalents available as of the balance sheet date and the forecast of liquidity requirements, it can be inferred that the Group's current financial resources will be sufficient to meet its current obligations and liabilities.

Capital management

The company defines the capital it manages solely as the equity reported in the balance sheet. With no external financial liabilities (such as bank loans or bonds) as of the balance sheet date, capital management focuses on ensuring adequate equity to finance its business operations and to cover current obligations.

Trade payables and other current obligations (e.g. employee payables) are managed as part of operating working capital and are not included in the definition of strategically managed capital.

Pursuant to Section 92 of the German Stock Corporation Act [AktG], the company is subject to minimum capitalization in accordance with German commercial law and its rules governing stock corporations. Accordingly, an Extraordinary General Meeting must be convened if the sum of the parent company's equity as calculated in accordance with German commercial law rules falls below 50% of the subscribed capital. This had not materialized as of the balance sheet date.

As the Company is at a clinical development stage, for the foreseeable future it expects to continue to raise additional funds through public or private equity or debt financing, including grants from public institutions, corporate collaborations or licensing agreements.

The most important goals of financial management are to secure liquidity, ensure continuous access to the capital market and sustainably boost the company's value.


PENTIXAPHARM ANNUAL REPORT 2025 CONSOLIDATED FINANCIAL STATEMENTS Notes

NOTES CONCERNING THE CONSOLIDATED STATEMENT OF CASH FLOWS

Cash and cash equivalents reported in the consolidated statement of cash flows include cash and cash equivalents reported on the balance sheet and consist of cash on hand and bank balances with a residual maturity of no more than three months from the date of acquisition.

The consolidated statement of cash flows shows how cash and cash equivalents at PTX have evolved as a result of cash inflows and outflows. In accordance with IAS 7 (Statement of cash flows), cash flows recognized in the consolidated statement of cash flows are broken down into cash flows from operating, investing and financing activities.

Changes in the balance sheet items seen in the trend across the consolidated statement of cash flows are adjusted for non-cash effects. The statement of cash flows also declines to consider investing and financing transactions that lead to no change in cash and cash equivalents. Because of the adjustments mentioned above, the changes in various balance sheet items recognized in the statement of cash flows may not be directly reconcilable with the corresponding values in the consolidated balance sheet as published.

29 | OPERATING ACTIVITIES

Cash inflows and outflows are derived indirectly based on consolidated net income after taxes. Net income after taxes is also adjusted for non-cash expenses and supplemented by changes in assets and liabilities.

30 | INVESTING ACTIVITIES

Cash flow from investing activities is calculated based on actual payment transactions. It includes cash flows related to the acquisition, production and sale of intangible assets as well as property, plant and equipment. During the reporting period for the previous year, this item also contained additions to cash and cash equivalents from the spin-off toward inclusion of Pentixapharm AG, along with the payout due to acquisition of a share in Pentixapharm AG prior to the spin-off.

31 | FINANCING ACTIVITIES

Cash flow from financing activities is calculated based on actual payment transactions and includes the taking out and repayment of loans and other financial liabilities, including payments of lease liabilities and cash flows between the Group and its shareholders, such as capital increases or dividend payments. During the reporting period for the previous year, cash flow from financing activities exclusively consisted of cash inflows due to the capital increase carried out in connection with the IPO.


PENTIXAPHARM ANNUAL REPORT 2025 CONSOLIDATED FINANCIAL STATEMENTS Notess

OTHER DISCLOSURES

32 | OTHER FINANCIAL OBLIGATIONS AND CONTINGENT LIABILITIES AND RECEIVABLES

Acquisition of intangible assets from Glycotope GmbH at a purchase price of €1.00 resulted in a remaining earn-out obligation of €637 thousand as of the balance sheet date that will take effect only if Pentixapharm generates further revenue from certain licenses – an outcome not currently expected.

There are no material other financial obligations, contingent liabilities or contingent receivables as of the balance sheet date.

33 | MATERIAL TRANSACTIONS WITH RELATED PARTIES

In accordance with IAS 24, transactions must be disclosed if they involve parties or companies that control or are controlled by Pentixapharm Holding AG. Details of transactions between the Group and other related parties are disclosed below. Transactions of Pentixapharm Holding AG with related parties are handled under the arm's-length principle.

(1) Management members in key positions

Management Board

  • Dr. Andreas Eckert
    (Member of the Management Board and Chairman from October 27, 2024, to February 26, 2025)

  • Dr. Dirk Pleimes
    (Member of the Management Board and Chairman from March 1, 2025)

  • Henner Kollenberg
    (from January 27, 2025)

The remuneration of the members of the Management Board of Pentixapharm Holding AG (key persons in management positions in accordance with IAS 24.9) includes short-term benefits, cash payments and share-based remuneration components. The remuneration of Dr. Dirk Pleimes is paid via Pentixapharm Inc. Share-based remuneration amounts are measured at fair value as of the grant date and recognized as personnel expenses over the vesting period.

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PENTIXAPHARM ANNUAL REPORT 2025 CONSOLIDATED FINANCIAL STATEMENTS Notes

Remuneration of the Management Board 2025
Category€ thousand Dr. AndreasEckert HennerKollenberg Dr. DirkPleimes Total
Short-term benefits1 0 247 335 582
Share-based remuneration2 144 255 558 957
Total remuneration (IAS 24) 144 502 893 1,539

1 Contains basic salary- fringe benefits 1insurance policies and the cash signing fee for Dr Dirk Pleimes
2 Corresponds to the expenses recognized in profit or loss in application of IFRS 2 in 2025 (pro rata vesting)

Status of share commitments 2025 quantities Dr. Andreas Eckert Henner Kollenberg Dr. Dirk Pleimes Total
Granted during the financial year 62,533 86,508 286,653 435,694
Thereof, vested as of Dec 31 62,533 86,508 134,112 283,153
Unvested 0 2026/2028 152,541 152,541
Delivery date of the shares 2026/2028 2026/2028 2026/2028

The remuneration for a former member of management (Dr. Hakim Bouterfa) amounted to €0 in the 2025 financial year. The amount recognized for its performance-related component as an expense in the previous year (€56 thousand) was reversed in profit or loss in the reporting year due to the non-achievement of targets, which correspondingly relieved personnel expenses for management in 2025.

Supervisory Board

Dr. Andreas Eckert

(Member and Chairman from February 15 to October 26, 2024, and again from February 27, 2025), Wandlitz, Businessman – In other supervisory bodies: Chairman of the Supervisory Board of Eckert & Ziegler SE, Berlin, and of Pentixapharm AG, Berlin, Member of the Supervisory Board of Bauerfeind AG, Zeulenroda-Triebes

Dr. Harald Hasselmann

(Member and Vice Chairman of the Supervisory Board from February 15 to October 26, 2024, and again a member and Vice Chairman of the Supervisory Board from March 10, 2025), Berlin, Chairman of the Executive Board of Eckert & Ziegler SE – In other supervisory bodies: Member of the Supervisory Board of Pentixapharm AG, Berlin

Jens Giltsch

(member from February 15, 2024, Vice Chairman of the Supervisory Board from October 27, 2024, to March 9, 2025), Bernau, Businessman – In other supervisory bodies: Member of the Supervisory Board of Pentixapharm AG, Berlin

Prof. Dr. med. Marcus Quinkler

Berlin, Specialist in Endocrinology – In other supervisory bodies: none

Frank Perschmann

(member from October 16, 2024, to February 26, 2025, thereof Chairman from October 27, 2024, to February 26, 2025), Berlin, Graduate Engineer – In other supervisory bodies: none

Prof. Dr. med. Ken Herrmann

Essen, Director of the Clinic for Nuclear Medicine, Essen University Hospital – In other supervisory bodies: Member of the Board of Directors of Aktis Oncology, USA

Dr. Hakim Bouterfa

(from October 28, 2024, to June 30, 2025), Hettstadt, Dipl. hum. biol., Dr. rer. physiol. – In other supervisory bodies: none

Dr. Jürgen Allerkamp

(from July 1, 2025), Hamburg, Attorney – In other supervisory bodies: Chairman of the Supervisory Board of Howoge Wohnungsbaugesellschaft, Berlin, and Vice Chairman of the Supervisory Board of ERWE Immobilien AG, Frankfurt

Supervisory Board member Mr. Jens Giltsch, has also been employed by Pentixapharm Holding AG since November 1, 2024. He received remuneration in this role in the amount of €91 thousand in the 2025 financial year (previous year: €22 thousand), of which €25 thousand (previous year: €7 thousand) are attributable to a share-based remuneration in the form of shares of PTX. As of December 31, 2024, there was a claim to 1,500 shares, 9,000 shares were newly vested in the reporting period and the claim to 3,750 shares was settled through a cash payment of €12 thousand. As of December 31, 2025, the claim stands at 6,750 shares; delivery of the shares is expected to occur in the 2026 financial year.

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PENTIXAPHARM ANNUAL REPORT 2025 CONSOLIDATED FINANCIAL STATEMENTS Notes

(2) Other related parties

In addition to the Management Board and the members of the Supervisory Board, the following are considered to be other material related parties for the current financial year:

  • Eckert & Ziegler SE along with all of its direct and indirect subsidiaries.
  • Eckert Wagniskapital und Frühphasenfinanzierung GmbH, which holds 31.2% (previous year: 31.2%) of the shares of Eckert & Ziegler SE and 36.0% (previous year: 34.5%) of the shares of Pentixapharm Holding AG, the principle shareholder of which, Dr. Andreas Eckert, is Chairman of the Supervisory Board of Eckert & Ziegler SE and of Pentixapharm Holding AG. PTX considers Dr. Eckert as a related party and "ultimate controlling party," as in the past he indirectly had a quorum majority presence at the Annual General Meetings of Eckert & Ziegler SE Pentixapharm Holding AG.

The Articles of Association of Pentixapharm Holding AG grant Eckert Wagniskapital und Frühphasenfinanzierung GmbH the right to appoint one-third of the Supervisory Board as long as it holds at least 3% of the shares of PTX.

  • ELSA 2 Beteiligungen GmbH, which is a wholly owned subsidiary of Eckert Wagniskapital und Frühphasenfinanzierung GmbH.
  • Glycotope GmbH, in which Dr. Andreas Eckert holds 8.76% of the shares indirectly through ELSA 1 Beteiligungen GmbH and in which Henner Kollenberg (Member of the Management Board of Pentixapharm Holding AG) served as Chief Business Officer until March 1, 2026.

During the 2025 financial year (previous year: from October 2 to December 31, 2024), the following material transactions were conducted with related parties:

In October 2024, PTX Holding AG paid €481 thousand to ELSA Beteiligungen GmbH. The payment served to offset the liability assumed as part of the spin-off, which resulted from the purchase of 100,000 shares of Pentixapharm AG from ELSA2 Beteiligungen GmbH in June 2024.

Eckert & Ziegler Radiopharma GmbH provided a variety of services in the context of the development projects of Pentixapharm AG. The expenses incurred by Pentixapharm AG for this purpose in the 2025 financial year totaled to €351 thousand (previous year: October 2 to December 31, 2024: €321 thousand).

Pentixapharm AG provided services for Eckert & Ziegler Eurotope GmbH as part of a research project, consequently generating revenues of €17 thousand in the 2025 financial year (previous year: October 2 to December 31, 2024: €16 thousand).

Eckert & Ziegler Radiopharma Inc. employs staff who supervise a variety of tasks in the USA on behalf of Pentixapharm AG. Eckert & Ziegler Radiopharma Inc. invoiced Pentixapharm AG €131 thousand (previous year: €62 thousand).

In December 2024, Pentixapharm AG had sold intangible assets that it had acquired from Glycotope GmbH in July 2024 as part of the acquisition of the latter's Target Discovery business. A liability to Glycotope GmbH in the amount of €6,091 thousand fell due for the contractually agreed earn-out in this connection; this was settled by payment in January 2025. As in the previous year, the 2025 reporting period also includes an agency agreement with Glycotope GmbH, from which Pentixapharm received remuneration in the amount of €32 thousand (previous year: October 2 to December 31, 2024: €3 thousand).

Even before the spin-off, Pentixapharm Holding AG as issuer and Eckert & Ziegler SE as subscriber concluded the subscription agreement for a convertible bond on August 30, 2024. The (37) bonds will be delivered to Eckert & Ziegler SE only once Pentixapharm Holding AG has declared to Eckert & Ziegler SE that the payment amounts are due and payment has been made. There had been no declarations by Pentixapharm Holding AG of payment amounts due on bonds as of December 31, 2025. As there is a pending transaction, the bond itself is not recorded. The subscription agreement, however, already gives rise to rights and obligations on the part of the parties, which are expressed in accounting terms as a derivative. This resulted in an asset of €388 thousand at the end of the year (previous year: €335 thousand). For the conditions of the convertible bond, we refer to the explanations under Note 23

As of December 31, 2025, and 2024, receivables from or liabilities to related parties were as follows:

€ thousand 2024 2025
Receivables from related parties 18 19
Liabilities to related parties 6,136 40

PENTIXAPHARM ANNUAL REPORT 2025 CONSOLIDATED FINANCIAL STATEMENTS Notes

34 | EVENTS AFTER THE REPORTING DATE

In February 2026, as planned, PTX called up the first tranche, in the amount of €3,000 thousand, from the convertible bond subscribed by Eckert & Ziegler SE.

Other than this, there were no events of special significance after the reporting date that had a material impact on the Group's net assets, financial position and results of operations.

35 | ADDITIONAL INFORMATION PURSUANT TO SECTION 315E HGB

a) Disclosure concerning the remuneration of members of governing bodies

Remuneration of the Management Board

Total remuneration of €1,539 thousand was paid to the members of the Management Board during the 2025 financial year (previous year: €411 thousand. Of this total remuneration, €891 thousand (previous year: €282 thousand) devolved to fixed and €648 thousand (previous year: €129 thousand) to variable remuneration components.

The remuneration of the Management Board referenced above includes the remuneration paid to all members of the Management Board, regardless of whether the remuneration is paid by Pentixapharm Holding AG or another Group company. The CEO, Dr. Dirk Pleimes, receives his remuneration through the Group company Pentixapharm Inc., Delaware (USA), in which the corresponding personnel expenses are also recorded.

The Management Board remuneration reported, in the amount of €1,539 thousand, is €158 thousand higher than the amount of €1,381 thousand indicated in the remuneration report. Mr. Pleimes' remuneration includes, among other things, a long-term bonus (LTI) in the form of share-based remuneration that is vested in three tranches. In the annual and consolidated financial statements, the expense for this remuneration component was stated in accordance with the principles of IFRS 2 (Graded vesting). This leads to increased personnel expenses in the first year of the program (2025), as pro rata amounts are already included for tranches 2 and 3 falling due in the following years of 2026 and 2027. The Remuneration Report pursuant to § 162 AktG, on the other hand, shows only the fair value of those shares that were legally vested in the 2025 financial year due to the passage of time (Tranche 1).

Remuneration of the Supervisory Board

Fixed remuneration in the amount of €311 thousand was paid to the members of the Supervisory Board during the 2025 financial year (previous year: €197 thousand), along with €19 thousand in meeting-attendance fees (previous year: €3 thousand).

b) Total fee of the Group auditor

For the services rendered by the auditor of the consolidated financial statements in the financial year, a total fee excluding customary expenses of €122 thousand was payable (previous year: €123 thousand) and relates exclusively to audit services.


PENTIXAPHARM ANNUAL REPORT 2025 CONSOLIDATED FINANCIAL STATEMENTS Notes

c) Shareholding

Name and registered office of the company Capital share (%) Equity (in € thousand)¹ Earnings for the financial year (in € thousand)¹
Pentixapharm AG, Berlin 100% 1,133 -13,971
Myelo Therapeutics GmbH, Berlin² 100% 806 -481
Pentixapharm Inc., Delaware (USA)² 100% 94 27

¹ In each case—the disclosures concerning equity and earnings refer to the most recent annual financial statements pursuant to local law (local GAAP) (as of Dec 31, 2025).
² The shares are held indirectly via Pentixapharm AG.

d) Employees

The group companies employed an average of 61 (previous year: 71) employees during the reporting period. They worked in the following departments:

2024 2025
Research and development 58 44
Administration 11 15
Quality management 2 2
Total 71 61

e) Statement of Compliance with the German Corporate Governance Code in Accordance with Section 161 AktG

The statement of compliance with the German Corporate Governance Code required in accordance with Section 161 of the German Stock Corporation Act [AktG] was issued by the Management Board and the Supervisory Board and made available to shareholders on the Group's website at www.pentixapharm.com/investors/corporate.

Berlin, March 25, 2026

Pentixapharm Holding AG

The Management Board

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PENTIXAPHARM ANNUAL REPORT 2025 ADDITIONAL INFORMATION

D ADDITIONAL INFORMATION

74 INDEPENDENT AUDITOR'S REPORT
80 SEPARATE FINANCIAL STATEMENTS
82 FINANCIAL CALENDAR

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PENTIXAPHARM ANNUAL REPORT 2025 ADDITIONAL INFORMATION

INDEPENDENT AUDITOR'S REPORT

To Pentixapharm Holding AG, Berlin

REPORT ON THE AUDIT OF THE CONSOLIDATED FINANCIAL STATEMENTS AND THE COMBINED MANAGEMENT REPORT

Audit Opinions

We have audited the consolidated financial statements of Pentixapharm Holding AG and its subsidiaries (the Group), which comprise the consolidated balance sheet as of December 31, 2025, the consolidated statement of comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the financial year from January 1, 2025, to December 31, 2025, together with the notes to the consolidated financial statements, including a summary of significant accounting policies. We have also audited the combined management report for the company and the Group (hereinafter "group management report") of Pentixapharm Holding AG for the financial year from January 1, 2025, to December 31, 2025.

We have not audited the content of the parts of the group management report mentioned in the "Other information" section in accordance with German legal requirements.

In our opinion, based on the findings of our audit, the consolidated financial statements

  • comply, in all material respects, with the IFRSS as issued by the International Accounting Standards Board (IASB) (hereinafter "IFRS Accounting Standards") as adopted by the EU, and the additional requirements of German commercial law pursuant to Section 315e (1) of the German Commercial Code [HGB] and, in compliance with these requirements, give a true and fair view of the assets, liabilities, and financial position of the Group as of December 31, 2025, and of its financial performance for the financial year from January 1, 2025, to December 31, 2025; and
  • the accompanying group management report provides a suitable view of the Group's position. In all material respects, this group management report is consistent with the consolidated financial statements, complies with German legal requirements and suitably presents the opportunities and risks of future development. Our opinion on the group management report does not extend to the parts of the group management listed under "Other information."

In accordance with Section 322 (3) sentence 1 of HGB, we declare that our audit has not led to any reservations concerning the correctness of the consolidated financial statements and the group management report.

Basis for the audit judgments

We conducted our audit of the consolidated financial statements and the group management report in accordance with Section 317 HGB and the EU Regulation on Auditors (No. 537/2014; hereinafter "EU-APrVO") and German generally accepted standards for the audit of financial statements promulgated by the Institut der Wirtschaftsprüfer [IDW]. Our responsibility under these regulations and standards is further described in the section "Auditor's responsibility for the audit of the consolidated financial statements and the group management report" of our auditor's report. We are independent of the group entities in accordance with European law and German commercial and professional regulations and have fulfilled our other German professional obligations in accordance with these requirements. Furthermore, pursuant to Article 10 (2) (f) EUAPrVO, we declare that we have not performed any prohibited non-audit services pursuant to Article 5 (1) EUAPrVO. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinions on the consolidated financial statements and the group management report.

Material uncertainty related to the going-concern assumption

We refer to the disclosures in Section "3.2 Financial risks - Liquidity risk" of the group management report and the disclosures in Section "3. Significant accounting policies - Going concern - Continuation of business activities" of the notes to the consolidated financial statements, in which the legal representatives explain that Pentixapharm Holding AG continues to rely on additional sources of financing in the medium to long term, such as through capital-market transactions, partnerships or out-licensing. If the assumptions made in the planning regarding business development and financing do not materialize, this would have a significant impact on the company's financial position.

These events and circumstances indicate the existence of a material uncertainty that may cast significant doubt on the company's ability to continue as a going concern and represent a going concern risk within the meaning of Section 322 (2) sentence 3 HGB.


PENTIXAPHARM ANNUAL REPORT 2025 ADDITIONAL INFORMATION Independent Auditor's report

Reasons for determining the material uncertainty as the most significant assessed risk of material misstatement

The business model of the Pentixapharm Group is characterized by high levels of expense for research and development and administrative expenses that the company is not currently in a position to finance through current income streams. Consequently, Pentixapharm Holding AG must depend on equity and/or borrowing measures. The extent to which the company manages to obtain such funding may be a function of multiple factors beyond the company's control. Against the backdrop of the associated uncertainty as to how and for how long the running costs can be financed, we consider this to be a particularly important audit matter.

The risk to the financial statements is that the company does not adequately present the uncertainty related to the company's continuation as a going concern. The risk to the financial statements is also that the Management Board wrongly assumes a positive forecast for the continuation of the company's operations and that the assets and liabilities are therefore not correctly accounted for.

Audit approach and conclusion

We have reviewed the disclosures made in Section "3.2 Financial risks - Liquidity risk" of the group management report and the disclosures in Section "3. Significant accounting policies - Going concern - Continuation of business activities" of the notes to the consolidated financial statements to determine whether they are complete and sufficiently precise to provide information about the material risks to which the company is exposed and which could jeopardize the Company's existence. We consider the disclosures made to be understandable, complete and sufficiently accurate. With regard to the company's ability to continue as a going concern, we have assessed, on the one hand, the balance sheet equity and the earnings situation and, on the other hand, the company's liquidity to meet current costs as well as the planning documents and underlying assumptions of the company.

According to the results of our audit, the going concern assumption is appropriate.

Our audit opinions are not modified with respect to this matter.

Particularly important audit matters in the audit of the consolidated financial statements

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements for the financial year from January 1, 2025, to December 31, 2025. These matters have been taken into account in the context of our audit of the consolidated financial statements as a whole and in the establishment of our audit opinion; we do not offer a separate audit opinion on these matters. In addition to the

matters described in the "Material uncertainty related to the going-concern assumption" section, we have identified the matters described below as the key audit matters to be disclosed in our audit opinion.

IMPAIRMENT OF CAPITALIZED DEVELOPMENT COSTS

Related information in the consolidated financial statements

With regard to the accounting policies for capitalized development costs, we refer to the disclosures in the notes to the consolidated financial statements in the sections "Significant accounting policies - Development costs" and 14. "Intangible assets."

Matters involved and risk for the audit

The capitalized development costs are stated under other intangible assets and measured at €31,219 thousand. As this represents 74.6% of total assets, this item has a material influence on the company's results of operations. The capitalized development costs relate exclusively to the development costs of the PentixaFor compound of Group company Pentixapharm AG, Berlin, which were recognized as part of the spin-off. The risk for the financial statements is that the capitalized development costs are not recoverable.

Audit approach and conclusions

In our audit of the measurement of the capitalized development costs, we took a risk-oriented approach to performing the following audit procedures in particular. Based on the planning process, we have gained an understanding of the process steps and the underlying assumptions. Furthermore, we assessed and performed a plausibility check of the key planning assumptions used by management for the measurement of surplus cash and cash equivalents. We obtained publicly available information as well as extensive supplementary explanations from the legal representatives. The planning presented to us was reconciled with the planning approved by the responsible Supervisory Board members. The discount rate used for discounting was also checked for plausibility and compared with publicly available data. The computational correctness of the measurement model was checked as well.

Conclusion

On the basis of our audit procedures, we were able to satisfy ourselves that the estimates and assumptions made with regard to the determination of the fair value of capitalized development costs are appropriate and that the data and assumptions have been derived appropriately.


PENTIXAPHARM ANNUAL REPORT 2025 ADDITIONAL INFORMATION Independent Auditor's report

Other information

The company's legal representatives and Supervisory Board are responsible for the other information.

Other information comprises

  • the declaration on corporate governance pursuant to Section 289f HGB, to which reference is made in the group management report,
    the remuneration report pursuant to Section 162 AktG, to which reference is made in the group management report,
  • the assurances by the legal representatives pursuant to Section 264 (2) Sentence 3 and Section 289 (1) Sentence 5 HGB for the annual financial statements and group management report,
    the Supervisory Board Report and
  • the remaining parts of the Annual Report – absent further cross-references to external information – with the exception of the audited annual financial statements and group management report and our Auditor's Report.

The company's legal representatives and Supervisory Board are responsible for the declaration, pursuant to Section 161 of the German Stock Corporation Act [AktG], on the German Corporate Governance Code, and for the remuneration report. The company's legal representatives are responsible for any further information.

Our audit opinions on the consolidated financial statements and the group management report do not cover the other information and, accordingly, we do not express an opinion or any other form of conclusion on it.

In connection with our audit of the consolidated financial statements, we have a responsibility to read the other information and, in doing so, evaluate whether the other information

  • is materially inconsistent with the consolidated financial statements, the content of the audited components of the group management report or our knowledge obtained during the audit; or
  • otherwise appears to be materially misrepresented.

Responsibility of the legal representatives and the Supervisory Board for the consolidated financial statements and the group management report

The company's legal representatives are responsible for the preparation and fair presentation of these consolidated financial statements that comply, in all material respects, with IFRSS as adopted by the EU and the additional requirements of German commercial law pursuant to Section 315e (1) HGB, and that the consolidated financial statements, in compliance with these requirements, give a true and fair view of the assets, liabilities, financial position, and financial performance of the Group. Furthermore, the legal representatives are responsible for such internal control as they determine is necessary to enable the preparation

of consolidated financial statements that are free from material misstatement, whether due to fraud or error (i.e., manipulation of the accounting system or misstatement of assets).

In preparing the consolidated financial statements, the legal representatives are responsible for assessing the Group's ability to continue as a going concern. They are also responsible for disclosing, as applicable, matters related to going concern. Furthermore, they are responsible for accounting on a going concern basis unless there is an intention to liquidate the Group or to cease operations, or there is no realistic alternative but to do so.

Furthermore, the legal representatives are responsible for the preparation of the group management report, which as a whole provides a suitable view of the Group's position and is consistent in all material respects with the consolidated financial statements, complies with German legal requirements and suitably presents the opportunities and risks of future development. In addition, the legal representatives are responsible for the arrangements and measures (systems) that they have deemed necessary to enable the preparation of a group management report in accordance with the applicable German legal requirements and to provide sufficient appropriate evidence for the statements made in the group management report.

The Supervisory Board is responsible for overseeing the Group's accounting process for the preparation of the consolidated financial statements and the group management report.

Auditor's responsibility for the audit of the consolidated financial statements and the group management report

Our objective is to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and whether the group management report as a whole provides a suitable view of the Group's position and is consistent, in all material respects, with the consolidated financial statements and the audit findings, complies with German legal requirements and suitably presents the opportunities and risks of future development, and to issue an auditor's report that includes our audit opinion on the consolidated financial statements and the group management report.

Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with Section 317 HGB and EU-APrVO and German generally accepted standards for the audit of financial statements promulgated by the Institut der Wirtschaftsprüfer [iDW] will always detect a material misstatement. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements and group management report.


PENTIXAPHARM ANNUAL REPORT 2025 ADDITIONAL INFORMATION Independent Auditor's report

During the audit, we exercise professional judgment and maintain a critical attitude. Furthermore, we

  • identify and assess the risks of material misstatement of the consolidated financial statements and the group management report due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our audit opinion. The risk of not detecting material misstatements resulting from fraud is higher than the risk of not detecting material misstatements resulting from error, as fraud may involve collusion, forgery, intentional omissions, misleading representations, or the override of internal controls.
  • obtain an understanding of internal control relevant to the audit of the consolidated financial statements and of the arrangements and actions relevant to the audit of the group management report in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of those systems.
  • evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the legal representatives.
  • conclude on the appropriateness of the going concern basis of accounting used by management and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated financial statements and the group management report or, if such disclosures are inadequate, to modify our respective audit opinions. We draw our conclusions on the basis of the audit evidence obtained up to the date of our audit opinion. However, future events or conditions may result in the Group's inability to continue as a going concern.
  • assess the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that the consolidated financial statements give a true and fair view of the net assets, financial position and results of operations of the Group in accordance with IFRSs as adopted by the EU, and the additional requirements of German law pursuant to Section 315e (1) HGB.

  • plan and perform the audit of the consolidated financial statements such that we obtain sufficient appropriate audit evidence regarding the accounting information of the entities or business activities within the Group to express opinions on the consolidated financial statements and on the group management report. We are responsible for directing, supervising and performing the audit of the consolidated financial statements. We are solely responsible for our audit opinions.

  • assess the consistency of the group management report with the consolidated financial statements, its compliance with the law and the view of the Group's position conveyed by it.
  • perform audit procedures on the forward-looking statements made by management in the group management report. On the basis of sufficient appropriate audit evidence, we in particular verify the significant assumptions underlying the forward-looking statements made by the legal representatives and assess the appropriate derivation of the forward-looking statements from these assumptions. We do not express an independent opinion on the forward-looking statements or the underlying assumptions. There is a significant unavoidable risk that future events may differ materially from the forward-looking statements.

We discuss with those charged with governance, among other matters, the planned scope and timing of the audit and significant audit findings, including any deficiencies in internal control that we identify during our audit.

We make a declaration to those charged with governance that we have complied with the relevant independence requirements and discuss with them all relationships and other matters that may reasonably be thought to bear on our independence and, where relevant, the actions taken or safeguards implemented to address independence threats.

From the matters discussed with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in the auditor's report unless law or regulation precludes public disclosure of the matter.

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PENTIXAPHARM ANNUAL REPORT 2025 ADDITIONAL INFORMATION Independent Auditor's report

OTHER STATUTORY AND OTHER LEGAL REQUIREMENTS

Report on the audit of the electronic reproductions of the consolidated financial statements and the group management report prepared for the purpose of disclosure pursuant to Section 317 (3a) of the German Commercial Code [HGB]

Audit opinion

Pursuant to Section 317 (3a) of the German Commercial Code [HGB], we have performed a reasonable assurance engagement to obtain audit evidence about the amounts and disclosures contained in the attached file “Pentixapharm Holding AG_KA_24.03.2026. zip” and prepared for disclosure purposes of the consolidated financial statements and the group management report (hereinafter also referred to as “ESEF documents”) comply in all material respects with the electronic reporting format (“ESEF format”) pursuant to Section 328 (1) HGB.

In accordance with German legal requirements, this audit only covers the conversion of the information in the consolidated financial statements and the group management report into the ESEF format and therefore neither the information contained in these reproductions nor any other information contained in the above-mentioned file. In our opinion, the reproductions of the consolidated financial statements and the group management report contained in the aforementioned attached file and prepared for the purpose of disclosure comply in all material respects with the requirements of section 328 (1) HGB regarding the electronic reporting format.

We do not express any opinion whatsoever, other than our opinion on the accompanying consolidated financial statements and on the accompanying group management report for the financial year from January 1, 2025 to December 31, 2025, included in the preceding “Report on the audit of the consolidated financial statements and the group management report,” on the information contained in these reproductions and on the other information contained in the aforementioned file.

Basis for the audit opinion

We conducted our audit of the reproductions of the consolidated financial statements and the group management report contained in the above-mentioned attached file in accordance with Section 317 (3a) of the German Commercial Code [HGB] and the IDW Auditing Standard: Audit of Electronic Reproductions of Financial Statements and Management Reports Prepared for the Purpose of Disclosure in Accordance with Section 317 (3a) of the German Commercial Code [HGB] (IDW PS 410 (06.2022)). Our responsibility thereafter is further described in the section “Auditor’s Responsibility for the Audit of the ESEF Documents.” Our auditing practice has applied the quality assurance system requirements of the IDW Quality Assurance Standard.

Responsibility of the legal representatives and the Supervisory Board for the ESEF documents

The Company’s legal representatives are responsible for the preparation of the ESEF documents with the electronic reproductions of the consolidated financial statements and the group management report in accordance with Section 328 (1) Sentence 4 no. 1 HGB and for the certification of the consolidated financial statements in accordance with Section 328 (1) Sentence 4 no. 2 HGB.

Furthermore, the company’s legal representatives are responsible for the internal controls as they deem necessary to enable the preparation of the ESEF documents that are free from material non-compliance, whether due to fraud or error, with the electronic reporting format requirements of Section 328 (1) HGB.

The Supervisory Board is responsible for overseeing the preparation of the ESEF documents as part of the financial reporting process.

Auditor’s responsibility for the audit of the ESEF documentation

Our objective is to obtain reasonable assurance about whether the ESEF documents are free from material non-compliance, whether due to fraud or error, with the requirements of section 328 (1) HGB. During the audit, we exercise professional judgment and maintain a critical attitude.

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PENTIXAPHARM ANNUAL REPORT 2025 ADDITIONAL INFORMATION Independent Auditor's report

Furthermore, we

  • identify and assess the risks of material non-compliance with the requirements of Section 328 (1) HGB, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our audit opinion.
  • obtain an understanding of internal control relevant to the audit of the ESEF documents in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of those controls.
  • assess the technical validity of the ESEF documentation, i.e. whether the file containing the ESEF documentation meets the requirements of Delegated Regulation (EU) 2019/815, as amended at the reporting date, for the technical specification for that file.
  • assess whether the ESEF documentation provides a consistent XHTML representation of the audited consolidated financial statements and the audited group management report.
  • assess whether the mark-up of the ESEF documents with in-line XBRL technology (iXBRL) provides an adequate and complete machine-readable XBRL copy of the XHTML rendering.

Other information according to Article 10 EU-APrVO

We were appointed as auditors of the consolidated financial statements at the Annual General Meeting of May 27, 2025. We were appointed by the Chairman of the Supervisory Board on November 4, 2025. We have served as the auditors of Pentixapharm Holding AG since the 2025 financial year.

We declare that the audit opinions contained in this audit report are consistent with the additional report to the audit committee pursuant to Article 11 EU-APrVO (audit report).

OTHER MATTERS – USE OF THE AUDIT OPINION

Our audit opinion should always be read in conjunction with the audited consolidated financial statements and the audited group management report as well as the audited ESEF documents. The consolidated financial statements and the group management report converted to the ESEF format – including the versions to be published in the business register – are merely electronic reproductions of the audited consolidated financial statements and the audited group management report and do not replace them. In particular, the ESEF opinion and our audit opinion contained therein can only be used in conjunction with the audited ESEF documents provided in electronic form.

AUDITOR IN CHARGE

The auditor responsible for the audit is Tanja Gläsel.

Berlin, March 25, 2026

MSW GmbH
Wirtschaftsprüfungsgesellschaft
Steuerberatungsgesellschaft

Gläsel
German Public Auditor


PENTIXAPHARM ANNUAL REPORT 2025 ADDITIONAL INFORMATION

SEPARATE FINANCIAL STATEMENTS

INCOME STATEMENT FOR THE PERIOD FROM JANUARY 1 TO DECEMBER 31, 2025

€ thousand Mar 18–Dec 31, 2024 2025
1 Revenue 0 300
2 Other operating income 0 60
0 360
3 Personnel expenses
a) Wages and salaries -62 -735
b) Social contributions and expenditures for pensions and related employee benefits -3 -35
thereof for pensions: €0 thousand (previous year: €0 thousand)
-65 -770
4 Depreciation of intangible fixed assets and property, plant and equipment 0 0
5 Other operating expenses -1,552 -1,449
6 Operating result -1,617 -1,859
7 Other interest and similar income 78 90
8 Interest and similar expenses 0 -0
9 Earnings before taxes -1,539 -1,769
10 Income taxes 0 0
11 Net income (+)/loss (-) -1,539 -1,769
12 Profit (+)/loss carried forward (-) 0 -1,539
13 Net profit (+)/loss (-) -1,539 -3,308

PENTIXAPHARM ANNUAL REPORT 2025 ADDITIONAL INFORMATION Separate financial statements

BALANCE SHEET AS OF DECEMBER 31, 2025

| Assets
€ thousand | Dec 31, 2024 | Dec 31, 2025 |
| --- | --- | --- |
| A. Fixed Assets | | |
| I. Financial assets | | |
| 1. Shares in affiliated companies | 69,519 | 74,519 |
| | 69,519 | 74,519 |
| B. Current assets | | |
| I. Receivables and other assets | | |
| 1. Trade receivables | 0 | 0 |
| 2. Receivables from affiliated companies | 0 | 357 |
| 3. Other assets | 35 | 67 |
| | 35 | 424 |
| II. Bank balances | 7,240 | 1,088 |
| | 7,275 | 1,512 |
| C. Prepaid expenses | 55 | 76 |
| | 76,849 | 76,107 |
| Liabilities
€ thousand | | |
| A. Equity | | |
| I. Subscribed capital | 24,795 | 24,795 |
| less treasury shares | 0 | 0 |
| II. Capital reserve | 53,193 | 53,193 |
| III. Net profit | -1,539 | -3,308 |
| | 76,450 | 74,680 |
| C. Provisions | | |
| 1. Tax provisions | 0 | 0 |
| 2. Other provisions | 371 | 1,058 |
| | 371 | 1,058 |
| D. Liabilities | | |
| 1. Trade payables | 20 | 160 |
| 2. Liabilities to affiliated companies | 0 | 193 |
| 3. Other liabilities | 8 | 16 |
| (thereof from taxes: €8 thousand previous year: €1 thousand) | | |
| | 28 | 369 |
| E. Deferred income | | |
| | 76,849 | 76,107 |

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PENTIXAPHARM ANNUAL REPORT 2025 ADDITIONAL INFORMATION

FINANCIAL CALENDAR

Date Event
26 March 2026 Annual Financial Statement 2025
7 May 2026 Publication of Q1 2026 Results
9 June 2026 Annual General Meeting 2026
6 August 2026 Publication of Q2 2026 Results
12 November 2026 Publication of Q3 2026 Results

(subject to change)


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PUBLICATION DETAILS

Pentixapharm Holding AG
Robert-Rössle-Straße 10
13125 Berlin, Germany

Contact::
+49 30 94 89 32 20
[email protected]
www.pentixapharm.com

IR Contact:
Investor Relations
+49 30 94 89 32 32
[email protected]

Design:
2dKontor, Aabenraa, Denmark


Pentixapharm Holding AG
Robert-Rössle-Straße 10
13125 Berlin, Germany
www.pentixapharm.com