10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2025

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission File Number 001-38547

AUTOLUS THERAPEUTICS PLC

(Exact name of registrant as specified in its charter)

England and Wales			Not applicable
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)
The Mediaworks
191 Wood Lane
London	W12 7FP		United Kingdom
(Address of principal executive offices)
(44) 20		3829 6230
(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
American Depositary Shares, each representing one ordinary share, par value $0.000042 per share	AUTL	The Nasdaq Global Select Market
Ordinary shares, nominal value $0.000042 per share*	*	The Nasdaq Stock Market LLC*

* Not for trading, but only in connection with the listing of the American Depositary Shares on The Nasdaq Stock Market LLC.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

1

Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “an emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Yes ☐ No ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

As of May 7, 2025, the registrant had 266,141,411 ordinary shares (including shares in form of ADSs), par value $0.000042 per share, outstanding.

2

EXPLANATORY NOTE

Autolus Therapeutics plc (the “Company”) qualifies as a “Foreign Private Issuer,” as defined in Rule 3b-4 under the Securities Exchange Act of 1934 (the “Exchange Act”) and is exempt from filing quarterly reports on Form 10-Q by virtue of Rules 13a-13 and 15d-13 under the Exchange Act. The Company has voluntarily elected to file this Quarterly Report on Form 10-Q for the quarter ended March 31, 2025.

TABLE OF CONTENTS

Part I – Financial Information	6
Item 1. Financial Information	6
Condensed Consolidated Balance Sheets as of March 31, 2025 and December 31, 2024 (Unaudited)	6
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the Three Months Ended March 31, 2025 and 2024 (Unaudited)	7
Condensed Consolidated Statements of Changes in Shareholders’ Equity for the Three Months Ended March 31, 2025 and 2024 (Unaudited)	8
Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2025 and 2024 (Unaudited)	9
Notes to the Unaudited Condensed Consolidated Interim Financial Statements	11
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	31
Item 3. Quantitative and Qualitative Disclosures About Market Risk	43
Item 4. Controls and Procedures	44
Part II – Other Information	44
Item 1. Legal Proceedings	44
Item 1A. Risk Factors	45
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	46
Item 3. Defaults Upon Senior Securities	46
Item 4. Mine Safety Disclosures	46
Item 5. Other Information	46
Item 6. Exhibits	47
Signatures	47

GENERAL INFORMATION

Unless context otherwise requires, all references in this Quarterly Report on Form 10-Q to “Autolus,” the “Group,” the “company,” “we,” “us” and “our” refer to Autolus Therapeutics plc and its consolidated subsidiaries, except where the context otherwise requires.

Autolus, AUCATZYL® and our other trademarks or service marks appearing in this Quarterly Report on Form 10-Q are our property. Solely for convenience, the trademarks and trade names in this Quarterly Report on Form 10-Q are referred to without the ® and TM symbols, but such references should not be construed as any indicator that their respective owners will not assert, to the fullest extent under applicable law, their rights thereto. Products or service names of other companies mentioned in this Quarterly Report on Form 10-Q may be trademarks, trade names or service marks of their respective owners.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements about us and our industry that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this Quarterly Report on Form 10-Q, including statements regarding our strategy, future financial condition, future operations, research and development costs, plans and objectives of management, are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “aim,” “anticipate,” “assume,” “believe,” “contemplate,” “continue,” “could,” “design,” “due,” “estimate,” “expect,” “goal,” “intend,” “may,” “objective,” “plan,” “predict,” “positioned,” “potential,” “seek,” “should,” “target,” “will,” “would” and other similar expressions that are predictions of or indicate future events and future trends, or the negative of these terms or other comparable terminology. Although we believe that we have a reasonable basis for each forward-looking statement contained in this Quarterly Report on Form 10-Q, we caution you that these statements are based on a combination of facts and factors currently known by us and our expectations of the future, about which we cannot be certain.

3

The forward-looking statements in this Quarterly Report on Form 10-Q include, among other things, statements about:

•the therapeutic potential and expected clinical benefits of AUCATZYL/obe-cel (obecabtagene autoleucel) for adult patients with relapsed or refractory B-cell precursor acute lymphoblastic leukemia (“r/r B-ALL”);

•our ability to generate revenues from AUCATZYL, which is dependent upon maintaining significant market acceptance among physicians, patients and healthcare payors;

•our ability to maintain regulatory approval of AUCATZYL in the United States, to obtain and maintain regulatory approval for obe-cel for adult r/r B-ALL in additional territories and the timing thereof, and to obtain and maintain regulatory approval of our other product candidates in the indications for which we plan to develop them, and any related restrictions, limitations or warnings in the label of an approved drug or therapy;

•our expectations regarding the commercialization and marketing of AUCATZYL for adult r/r B-ALL, including expanding into additional territories and the related timing of reaching patients in such territories;

•the development of our commercial product and product candidates, including statements regarding the initiation, timing, progress and the results of clinical studies or trials and related preparatory work, the period during which the results of the trials will become available and our research and development programs;

•our estimates regarding expenses, future revenue, capital requirements and needs for additional financing;

•our commercialization, marketing and manufacturing capabilities and strategy for AUCATZYL, including our ability to successfully recruit and retain sales and marketing personnel and to successfully build the market for AUCATZYL;

•our expectations about the willingness of healthcare providers to recommend AUCATZYL to people with adult r/r B-ALL;

•the impacts of public health crises and their effects on our operations and business, including interruption of key clinical trial activities, such as clinical trial site monitoring, access to capital, and potential disruption in the operations and business of third-party manufacturers, clinical sites, contract research organizations (“CROs”), other service providers and collaborators with whom we conduct business;

•our expectations regarding our ability to obtain and maintain intellectual property protection and our ability to license additional intellectual property relating to our product candidates from third parties and to comply with our existing license agreements;

•our plans to research, develop, manufacture and commercialize our product candidates;

•the potential benefits of our commercial product and product candidates;

•the timing or likelihood of regulatory filings and approvals for our product candidates, along with regulatory developments in the US, European Union (“EU”), the United Kingdom (“U.K.”) and other foreign countries;

•the size and growth potential of the markets for our commercial product and product candidates, if approved, and the rate and degree of market acceptance of our commercial product and product candidates, including reimbursement that may be received from payors;

•our need for and ability to obtain additional funding, on favorable terms or at all,

•our plans to collaborate, or statements regarding our current collaborations with BioNTech SE (“BioNTech”) and others;

•our license and option agreement with BioNTech, including our potential to receive milestone payments and royalties under the agreement;

•our ability to attract collaborators with development, regulatory and commercialization expertise;

•our ability to identify, recruit and retain qualified employees and key personnel;

•our ability to contract with third-party suppliers and manufacturers and their ability to perform adequately;

•the scalability and commercial viability of our manufacturing methods and processes;

•the success of competing therapies that are or may become available;

•whether we are classified as a Passive Foreign Investment Company, for current and future periods;

•additional costs and expenses related to our decision to voluntarily comply with certain United States domestic issuer reporting obligations before we are required to do so; and

•any other factors which may impact our financial results or future trading prices of our American Depositary Shares (“ADSs”), and the impact of securities analysts’ reports on these prices.

4

Although we believe that the expectations reflected in these forward-looking statements are reasonable, these statements relate to our strategy, future operations, future financial position, future revenue, projected costs, prospects, plans, objectives of management and expected market growth, and involve known and unknown risks, uncertainties and other factors including, without limitation, risks, uncertainties and assumptions regarding the impact of macroeconomic events, including inflation, changes in interest rates, changes in trade policies, political changes, unfavorable general market conditions and the impacts of the war in Ukraine, the conflicts involving Israel, and global geopolitical tensions, on our business, operations, strategy, goals and anticipated timelines, our ongoing and planned preclinical activities, our ability to initiate, enroll, conduct or complete ongoing and planned clinical trials, our timelines for regulatory submissions and our financial position that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. You are urged to carefully review the disclosures we make concerning these risks and other factors that may affect our business and operating results in this Quarterly Report on Form 10-Q. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this document. Except as required by law, we do not intend, and undertake no obligation, to update any forward-looking information to reflect events or circumstances.

5

PART I - FINANCIAL INFORMATION

Item 1. Financial statements

AUTOLUS THERAPEUTICS PLC

Unaudited Condensed Consolidated Balance Sheets

(In thousands, except share and per share amounts)

	Note	March 31, 2025		December 31, 2024
Assets
Current assets:
Cash and cash equivalents		$	95,799	$	227,380
Marketable securities - Available-for-sale debt securities	7	420,776		360,643
Restricted cash		1,452		1,425
Accounts receivable, net		14,317		15
Inventories, net	8	14,647		4,138
Prepaid expenses and other current assets	9	68,782		67,328
Total current assets		615,773		660,929
Non-current assets:
Property and equipment, net	10	57,970		49,553
Intangible assets, net	11	12,475		12,373
Prepaid expenses and other non-current assets		116		170
Operating lease right-of-use assets, net		56,250		55,498
Long-term deposits		993		963
Deferred tax asset		2,761		3,239
Total assets		$	746,338	$	782,725
Liabilities and shareholders’ equity
Current liabilities:
Accounts payable		$	4,457	$	1,969
Accrued expenses and other liabilities	12	49,659		52,276
Deferred revenue		4,725		—
Operating lease liabilities, current		2,974		2,998
Liabilities related to future royalties and milestones, net - current	15	4,800		3,500
Total current liabilities		66,615		60,743
Non-current liabilities:
Operating lease liabilities, non-current		54,734		49,631
Liabilities related to future royalties and milestones, net - non-current	15	253,437		244,600
Other long-term payables		444		426
Total liabilities		375,230		355,400
Commitments and contingencies	17
Shareholders’ equity:
Ordinary shares, $0.000042 par value; 490,909,783 and 490,909,783 shares authorized as of March 31, 2025 and as of December 31, 2024, respectively; 266,125,337 and 266,121,689, shares issued at March 31, 2025 and December 31, 2024, respectively; 266,141,411 and 266,125,337, shares outstanding at March 31, 2025 and December 31, 2024, respectively		12		12
Deferred shares, £0.00001 par value; 34,425 shares authorized, issued and outstanding at March 31, 2025 and December 31, 2024		—		—
Deferred B shares, £0.00099 par value; 88,893,548 shares authorized, issued and outstanding at March 31, 2025 and December 31, 2024		118		118
Deferred C shares, £0.000008 par value; 1 share authorized, issued and outstanding at March 31, 2025 and December 31, 2024		—		—
Additional paid-in capital		1,558,469		1,555,593
Accumulated other comprehensive loss		(18,106)		(29,174)
Accumulated deficit		(1,169,385)		(1,099,224)
Total shareholders’ equity		371,108		427,325
Total liabilities and shareholders’ equity		$	746,338	$	782,725

The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements.

6

AUTOLUS THERAPEUTICS PLC

Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)

(In thousands, except share and per share amounts)

		Three Months Ended March 31,
	Note	2025		2024
Revenue:	3
Product revenue, net		$	8,982	$	—
License revenue		—		10,091
Total revenue, net		8,982		10,091
Cost and operating expenses:
Cost of sales		(17,951)		—
Research and development expenses, net		(26,734)		(30,671)
Selling, general and administrative expenses		(29,534)		(18,177)
Loss on disposal of property and equipment		(3)		—
Loss from operations		(65,240)		(38,757)
Other income (expense):
Other income (expenses), net		129		(300)
Foreign exchange gain (losses), net		1,181		(1,305)
Interest income		6,137		6,933
Interest expense	4	(10,143)		(19,269)
Total other expenses, net		(2,696)		(13,941)
Net loss before income tax		(67,936)		(52,698)
Income tax (expense) benefit		(2,225)		8
Net loss		(70,161)		(52,690)
Other comprehensive income (loss):
Foreign currency exchange translation adjustment		10,668		58
Unrealized holding gains on available-for-sale debt securities, net of tax of $0 and $0		400		—
Total other comprehensive income, net of tax		11,068		58
Total comprehensive loss		$	(59,093)	$	(52,632)
Basic and diluted net loss per ordinary share	5	$	(0.26)	$	(0.24)
Weighted-average basic and diluted ordinary shares	5	266,126,548		222,170,707

The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements.

7

AUTOLUS THERAPEUTICS PLC

Unaudited Condensed Consolidated Statements of Changes in Shareholders’ Equity

(In thousands, except share amounts)

	Ordinary Shares			Deferred Shares			Deferred B Shares			Deferred C Shares			Additional Paid in Capital		Accumulated other comprehensive loss		Accumulated deficit		Total Shareholders' Equity
	Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount
Balance at December 31, 2024	266,121,689	$	12	34,425	$	—	88,893,548	$	118	1	$	—	$	1,555,593	$	(29,174)	$	(1,099,224)	$	427,325
Share-based compensation expense	—	—		—	—		—	—		—	—		2,876		—		—		2,876
Vesting of restricted stock unit awards net of shares withheld to cover tax withholding	3,648	—		—	—		—	—		—	—		—		—		—		—
Other comprehensive income	—	—		—	—		—	—		—	—		—		11,068		—		11,068
Net loss	—	—		—	—		—	—		—	—		—		—		(70,161)		(70,161)
Balance at March 31, 2025	266,125,337	$	12	34,425	$	—	88,893,548	$	118	1	$	—	$	1,558,469	$	(18,106)	$	(1,169,385)	$	371,108

	Ordinary Shares			Deferred Shares			Deferred B Shares			Deferred C Shares			Additional Paid in Capital		Accumulated other comprehensive loss		Accumulated deficit		Total Shareholders' Equity
	Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount
Balance at December 31, 2023	174,101,361	$	8	34,425	$	—	88,893,548	$	118	1	$	—	$	1,018,902	$	(28,992)	$	(878,562)	$	111,474
Issuance of ordinary shares, net of issuance costs	91,666,669	4		—	—		—	—		—	—		520,613		—		—		520,617
Share-based compensation expense	—	—		—	—		—	—		—	—		2,286		—		—		2,286
Vesting of restricted stock unit awards net of shares withheld to cover tax withholding	57,524	—		—	—		—	—		—	—		—		—		—		—
Exercise of share options	102,469	—		—	—		—	—		—	—		285		—		—		285
Other comprehensive income	—	—		—	—		—	—		—	—		—		58		—		58
Net loss	—	—		—	—		—	—		—	—		—		—		(52,690)		(52,690)
Balance at March 31, 2024	265,928,023	$	12	34,425	$	—	88,893,548	$	118	1	$	—	$	1,542,086	$	(28,934)	$	(931,252)	$	582,030

The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements.

8

AUTOLUS THERAPEUTICS PLC

Unaudited Condensed Consolidated Statements of Cash Flows

(In thousands)

	Three Months Ended March 31,
	2025		2024
Cash flows from operating activities:
Net loss	$	(70,161)	$	(52,690)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation on property and equipment	1,992		1,806
Amortization of intangible assets	285		—
Loss on disposal of property and equipment	3		—
Share-based compensation net of amounts capitalized	2,867		2,284
Interest expense accrued on liabilities related to future royalties and milestones, net	10,137		19,260
Accretion of available-for-sale securities	(2,639)		—
Foreign exchange differences	(1,896)		1,675
Non-cash operating lease expense	1,059		1,136
Deferred income tax	487		(232)
Changes in operating assets and liabilities:
Decrease (increase) in prepaid expenses and other current assets	610		(10,187)
Decrease in prepaid expenses and other non-current assets	116		77
Increase in inventories, net	(10,099)		—
Increase in accounts receivable, net	(14,335)		—
Increase in accounts payable	1,862		1,318
Increase in deferred revenue	4,725		—
Decrease in accrued expenses and other liabilities	(3,826)		(3,777)
Increase (decrease) in operating lease liability	3,248		(1,184)
Net cash used in operating activities	(75,565)		(40,514)
Cash flows from investing activities:
Acquisition of property and equipment	(8,243)		(533)
Purchases of marketable securities: available-for-sale debt securities	(71,304)		—
Maturity / redemption of marketable securities: available-for-sale debt securities	20,000		—
Net cash used in investing activities	(59,547)		(533)
Cash flows from financing activities:
Proceeds of issuance of ordinary shares	—		549,977
Payments of equity issuance costs	—		(27,520)
Proceeds from the exercise of share options	—		285
Proceeds from liabilities related to future royalties and milestones, net	—		40,000
Payments of issuance costs related to the liabilities related to future royalties and milestones, net	—		(1,301)
Net cash provided by financing activities	—		561,441
Effect of exchange rate changes on cash, cash equivalents and restricted cash	3,558		(1,185)
Net (decrease) increase in cash, cash equivalents and restricted cash	(131,554)		519,209
Cash, cash equivalents and restricted cash, beginning of period	228,805		240,335
Cash, cash equivalents and restricted cash, end of period	$	97,251	$	759,544

9

	Three Months Ended March 31,
	2025		2024
Unaudited supplemental cash flow information
Cash paid for income taxes	$	9	$	—
Unaudited supplemental non-cash flow information
Property and equipment purchases included in accounts payable or accrued expenses	$	2,279	$	555
Leased assets obtained in exchange for operating lease liabilities	$	71	$	—
Capitalized share-based compensation, net of forfeitures	$	9	$	2
Capitalized implementation costs included in accrued expenses	$	289	$	131
Equity issuance costs included in accounts payable and accrued expenses	$	—	$	1,839
Liability issuance costs included in accounts payable and accrued expenses	$	—	$	364
Reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets:
Cash and cash equivalents	$	95,799	$	758,529
Restricted cash	1,452		1,015
Total cash, cash equivalents and restricted cash	$	97,251	$	759,544

The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements.

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AUTOLUS THERAPEUTICS PLC

Notes to the Unaudited Condensed Consolidated Interim Financial Statements

Note 1. Nature of the Business

Autolus Therapeutics plc (with its subsidiaries, collectively, “Autolus” or the “Company”) is an early commercial-stage biopharmaceutical company developing next-generation programmed T cell therapies for the treatment of cancer and autoimmune diseases. Using its broad suite of proprietary and modular T cell programming technologies, the Company is engineering precisely targeted, controlled and highly active T cell therapies that are designed to better recognize target cells, break down their defense mechanisms and attack and kill these cells. The Company believes its programmed T cell therapies have the potential to be best-in- class and to offer patients substantial benefits over the existing standard of care, including the potential for cure in some patients. On November 8, 2024 Autolus was notified by the United States Food and Drug Administration (the “FDA”) that its biologics license application (“BLA”) was approved, allowing for the marketing of AUCATZYL (obecabtagene autoleucel, also known as obe-cel) in the United States for the treatment of adult patients (18 years and older) with relapsed or refractory B-cell precursor acute lymphoblastic leukemia (“r/r B-ALL”). The commercial launch and first sale of AUCATZYL in the United States occurred in January 2025. The United Kingdom Medicines and Healthcare products Regulatory Agency (“MHRA”) granted AUCATZYL conditional marketing authorization in April 2025, and Autolus anticipates commercial launch in the United Kingdom in the second half of 2025. Obe-cel is under regulatory review in the European Union (the “EU”) for the treatment of r/r B-ALL, with marketing authorization submission accepted by the European Medicines Agency (“EMA”) in April 2024, and the Company expects to receive notification of approval status from the EMA in the second half of 2025.

Autolus Therapeutics plc is registered in England and Wales. Its registered office is The MediaWorks, 191 Wood Lane, London, W12 7FP, United Kingdom.

The Company is subject to risks and uncertainties common to companies in the biotechnology industry, including, but not limited to, development by competitors of new technological innovations, dependence on key personnel, protection of proprietary technology, compliance with government regulations and the ability to secure additional capital to fund operations. The Company’s product candidates currently under development will require significant additional research and development efforts, including preclinical and clinical testing and regulatory approval, prior to commercialization. The Company also expects to incur significant additional costs as it expands its commercialization efforts for AUCATZYL. These efforts will require significant amounts of capital, as well as additional personnel, infrastructure, and compliance capabilities. Even if the Company’s product development efforts for obe-cel and its other product candidates are successful, it is uncertain when, if ever, the Company will become profitable.

The Company is a public limited company incorporated under the laws of England and Wales, and qualifies as a “foreign private issuer,” as such term is defined in Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”), and Rule 3b-4 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and, therefore, is not subject to the same requirements that are imposed upon United States domestic issuers by the Securities and Exchange Commission (the “SEC”). The Company has decided to voluntarily file periodic reports, such as annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K on United States domestic issuer forms, which are more detailed and extensive in certain respects, and which must be filed more promptly than the forms currently required for foreign private issuers. Although the Company has voluntarily chosen to file periodic reports and current reports on United States domestic issuer forms, the Company will maintain its status as a foreign private issuer and is not subject to certain other requirements imposed on United States domestic issuers including its officers, directors, and principal shareholders are not subject to the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act.

Note 2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated interim financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X, and are presented in US dollars. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

The condensed consolidated balance sheet at December 31, 2024, has been derived from the audited consolidated financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

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AUTOLUS THERAPEUTICS PLC

Notes to the Unaudited Condensed Consolidated Interim Financial Statements - Continued

The significant accounting policies used in the preparation of these unaudited condensed consolidated interim financial statements are consistent with those discussed in Note 2, “Summary of Significant Accounting Policies” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC on March 20, 2025 (the “Annual Report”). The information included in these unaudited condensed consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements and the related notes thereto as of and for the year ended December 31, 2024, included in the Annual Report.

These condensed consolidated interim financial statements include all adjustments, consisting of normal recurring adjustments, which, in the opinion of management, are necessary to fairly state the Company’s financial position as of March 31, 2025, and the results of its operation and cash flows for the three-month period ended March 31, 2025. The interim results and cash flows are not necessarily indicative of results and cash flows that may be expected for the year ending December 31, 2025.

Going Concern

The Company has incurred recurring losses since its inception, including net losses of $70.2 million and $52.7 million for the three months ended March 31, 2025 and 2024, respectively. The Company had an accumulated deficit of $1,169.4 million and $1,099.2 million as of March 31, 2025 and December 31, 2024, respectively. The Company expects to continue to generate operating losses in the foreseeable future. The Company’s inability to raise additional capital as and when needed could have a negative impact on its financial condition and ability to pursue its business strategies. There can be no assurances, however, that the current operating plan will be achieved or that additional funding will be available on terms acceptable to the Company, or at all. The Company expects that its cash and cash equivalents and marketable securities of $95.8 million and $420.8 million, respectively, as of March 31, 2025, will be sufficient to fund the Company’s operations for at least twelve months from the issuance date of these unaudited condensed consolidated interim financial statements and accordingly they have been prepared on a going concern basis. As the Company continues to incur losses, the transition to profitability is dependent upon the successful development, approval and commercialization of its product candidates and achieving a level of revenues adequate to support its cost structure. Even if the Company’s planned regulatory submissions for its products are approved, and the Company is successful in its current and future commercialization efforts, additional funding may be needed before the Company is expected become profitable.

Use of Estimates

The preparation of condensed consolidated interim financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of income and expenses during the reporting periods. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, the accrual for research and development expenses, income taxes, initial fair value of warrants, and present value of liabilities related to future royalties and milestones, net including the related interest expense and cumulative catch-up adjustment, incremental borrowing rates related to the Company’s leased properties, allocation of transaction price using the relative standalone selling price relating to license revenue and the estimated expected rebate and chargeback percentage for revenue deductions related to product revenue, net. Estimates are periodically reviewed in light of changes in circumstances, facts and experience. Actual results could differ from those estimates.

Expected rebate and chargeback percentage for product revenue deductions

Since approval of AUCATZYL in November 2024, Autolus has a short history of actual rebate claims or chargebacks, and such information may have limited predictive value. The Company uses the expected value method to estimate expected rebate and chargeback percentages for revenue deductions, which considers the likelihood of a rebate or chargeback being applicable to sales. The proportion of sales subject to a rebate or chargeback is inherently uncertain and estimates are based on internal assumptions, which may change as it develops more product revenue experience, and third-party data, which we assess for reliability and relevance.

The Company is subject to state government Medicaid and TriCare programs and other qualifying federal and state programs in the United States requiring rebates to be paid to participating state and local government entities, depending on the eligibility and circumstances of patients treated with AUCATZYL.

The Company's wholly-owned subsidiary in the United States also participates in programs with government entities, which are the US Department of Defense (the “DoD”), the US Department of Veterans Affairs (the “VA”) and TriCare, and other parties, including covered entities under the 340B Drug Pricing Program (the “340B Program”), whereby pricing on AUCATZYL is extended below list price to participating entities, including Authorized Treatment Centers (“ATCs”). These entities are entitled to purchase AUCATZYL at the lower program price by charging the Company the difference between their acquisition cost and the lower program price. Estimating expected rebate and chargeback percentages for revenue deductions is judgmental due to the time delay between the date of the sale to ATCs and the subsequent dates on which we are able to determine actual amounts of chargebacks and rebates.

12

AUTOLUS THERAPEUTICS PLC

Notes to the Unaudited Condensed Consolidated Interim Financial Statements - Continued

We form estimates of the 340B Program, the DoD and the VA chargeback deductions by analyzing sell-through data relating to the hospital mix of onward sales made by ATCs. For Medicaid and other rebates, the Company forms estimates based on information obtained from claims received, historical and estimated payor mix, setting of care, discount rates and other industry data, and external health coverage statistics. Judgment is applied to consider the relevance and reliability of information used to make these estimates.

The Company's total accrued product revenue deductions as of March 31, 2025 were $0.5 million, including amounts of $0.3 million for the critical estimates subject to greater estimation uncertainty and judgments described above. These are included within accrued expenses and other current liabilities in the condensed consolidated balance sheet as of March 31, 2025.

Segment Information

The Company’s chief operating decision maker (the “CODM”), its Chief Executive Officer and Executive Team members, manages the Company’s operations on an integrated basis for the purpose of appropriately allocating resources. When evaluating the Company’s financial performance, the CODM reviews total revenue, total expenses and expenses by function and makes decisions using this information on a global basis. The Company and the CODM view the Company’s operations and manage its business as a single operating and reportable segment, which is the business of developing and commercializing CAR T therapies.

Inventories, Net

The Company commences capitalization of inventory once regulatory approval for a product candidate is received. Prior to regulatory approval, the Company expenses all such costs as incurred as research and development expenses. The Company capitalizes material costs, labor and applicable overheads that are incurred in the production of its commercial product. Inventory that can be used for either clinical, research or commercial purposes is classified initially as inventory. Inventory that is subsequently used in clinical trials or research activities is expensed once it has been used for research and development purposes.

On November 8, 2024, the Company received FDA approval for AUCATZYL and commenced capitalization of inventory for AUCATZYL from this date. There is no pre-launch inventory recognized on the balance sheet as of March 31, 2025 and December 31, 2024.

Inventories are measured at the lower of cost or net realizable value, with cost determined using a weighted average method for different components of inventory. The Company reviews the recoverability of inventory at each reporting period to determine any changes to net realizable value arising from excess, slow-moving or obsolete inventory. If net realizable value is lower than cost, the inventory will be written down to net realizable value and an impairment charge will be recognized in cost of sales.

Consumables consist of materials used primarily in the quality acceptance testing of AUCATZYL and cleaning of the Company’s commercial manufacturing facility and research and development facilities.

Raw materials inventory consists of completed materials purchased directly from third party suppliers.

Work in progress inventory consists of materials manufactured either by the Company or at contract manufacturing organizations that are either partially manufactured or fully manufactured but are pending quality acceptance release.

Finished goods are completed and quality approved drug products that are either awaiting shipment or are in-transit and therefore have not been delivered to the ATCs.

Product revenue, net

Product revenue

The Company accounts for its revenues pursuant to the provisions of ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”). The Company has identified a single performance obligation which is satisfied upon delivery of the product to the authorized treatment centers. However, the performance obligation is constrained by the right of return/ credit eligibility which expires when a patient is dosed. The Company recognizes revenue from product sales when the customers’ ability to either cancel the order or request a refund has ceased when the product is administered to the patient. Revenues from product revenue, net of gross-to-net deductions, are recognized only to the extent that a significant reversal in the amount of cumulative revenue recognized is not probable of occurring when the uncertainty associated with gross-to- net deductions is subsequently resolved. Product revenues are recognized net of estimated rebates and chargebacks, patient travel assistance and patient co-pay assistance deductions. These deductions to product revenue are referred to as gross-to-net deductions and are estimated and recorded in the period in which the related product revenue occur.

13

AUTOLUS THERAPEUTICS PLC

Notes to the Unaudited Condensed Consolidated Interim Financial Statements - Continued

Gross-to-net deductions

Rebates and chargebacks

Rebates and chargebacks are based on contractual arrangements or statutory requirements and include amounts due to payors and healthcare providers under various programs. These amounts may vary by payor and individual plans. Providers qualified under certain programs can purchase the Company's products through our third-party logistics partner at a discount. Our third-party logistics partner then charge the discount back to the Company.

Rebates and chargebacks are estimated primarily based on product sales, including pricing, historical and estimated payor mix, setting of care and discount rates, among other inputs, which require significant estimates and judgment. The Company assesses and updates its estimates each reporting period to reflect actual claims and other current information.

The Company's wholly-owned subsidiary in the United States also participates in programs with government entities, the most significant of which are the DOD, the VA and TriCare, and other parties, including covered entities under the 340B Program, whereby pricing on products is extended below list price to participating entities. These entities purchase products at the lower program price then charge the Company the difference between their acquisition cost and the lower program price. Accounts receivable is reduced for the estimated amount of unprocessed charge-back claims attributable to a sale.

The Company's wholly-owned subsidiary in the United States further participates in state government Medicaid programs and the Tricare program requiring discounts and rebates to participating government entities. All discounts and rebates provided through these programs are included in the Company's Medicaid and Tricare rebate accrual. The estimated amount of unpaid or unbilled rebates are to be recognized and presented as a liability.

On April 1, 2025, the Centers for Medicare and Medicaid Services (“CMS”) included AUCATZYL in their published Healthcare Common Procedure Coding System (“HCPCS”) coding determinations and Hospital Outpatient Prospective Payment System (“OPPS”) payment rates, formalizing reimbursement for patients on government programs. The CMS policy splits the therapeutic dose of AUCATZYL into two administrations for coding and billing purposes. The Company is working with the treatment centers on implementing the coding and payment policy from CMS and is assessing any potential impact on the timing of revenue recognition and the amount of rebates or chargebacks.

Patient Travel, Lodging and Meal Assistance

Travel, lodging, and meal assistance represents financial assistance to qualified patients and their caregiver by reimbursing certain travel, lodging, and meal expenses incurred during their treatment. Accrual for these expenses is based on an estimate of qualified patients that the Company expects to receive this assistance at each reporting period.

Patient Co-Pay Assistance

Co-pay assistance represents financial assistance to qualified patients, assisting them with cost sharing obligations for the Company's product based on benefit design structure required by insurance. The Company's accrual for copay is based on an estimate of claims and the cost per claim that the Company expects to receive associated with qualified patients that exist at each reporting period.

Foreign Currency Translation

The reporting currency of the Company is in U.S. dollars. The Company has determined that its functional currency of the ultimate parent company, Autolus Therapeutics plc, is British Pound Sterling. The functional currency of each subsidiary’s operations is the applicable local currency. Monetary assets and liabilities denominated in currencies other than the Company’s functional currency are translated into the functional currency at rates of exchange prevailing at the balance sheet dates. Non-monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing at the date of the transaction. Translation adjustments are not included in determining net income (loss) but are included in foreign currency translation to other comprehensive loss, a component of shareholders’ equity.

The Company recorded foreign exchange gain of $1.2 million and foreign exchange loss of $1.3 million for the three months ended March 31, 2025 and 2024, respectively, which are included in foreign exchange (gains) losses in the unaudited condensed Consolidated Statements of Operations and Comprehensive Income (Loss).

14

AUTOLUS THERAPEUTICS PLC

Notes to the Unaudited Condensed Consolidated Interim Financial Statements - Continued

Recently Issued Accounting Pronouncements

In March 2025, the FASB issued ASU 2025-02, Liabilities (Topic 405): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 122. (“ASU 2025-02”) which amends the Accounting Standards Codification to remove the text of SEC Staff Accounting Bulletin (“SAB”) 121 “Accounting for Obligations to Safeguard Crypto-Assets an Entity Holds for its Platform Users” as it has been rescinded by the issuance of SAB 122. ASU 2025-02 is effective immediately and on a fully retrospective basis to annual periods beginning after December 15, 2024. It is not expected to have an impact on the Company’s consolidated financial statements.

In January 2025, the FASB issued ASU 2025-01—Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date, to clarify the effective date of ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. FASB clarified that all public business entities should initially adopt the disclosure requirements in the ASU 2024-04 in the first annual reporting period beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. The Company is currently assessing the effect of this ASU on its consolidated financial statements and related disclosures.

In November 2024, the FASB issued ASU 2024-03—Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, to improve the disclosures about entity’s expenses. The amendments apply to all public business entities. The ASU is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027 with early adoption permitted. The Company is currently assessing the effect of this ASU on its consolidated financial statements and related disclosures.

In March 2024, the FASB issued ASU 2024-02—Codification Improvements—Amendments to Remove References to the Concepts Statements, that contains amendments to the Codification that remove references to various FASB Concepts Statements. This effort facilitates Codification updates for technical corrections such as conforming amendments, clarifications to guidance, simplifications to wording or the structure of guidance, and other minor improvements. The amendments are effective for public business entities for fiscal years beginning after December 15, 2024, with early adoption permitted. Early application of the amendments in this ASU is permitted for all entities, for any fiscal year or interim period for which financial statements have not yet been issued (or made available for issuance). If an entity adopts the amendments in an interim period, it must adopt them as of the beginning of the fiscal year that includes that interim period. The Company adopted ASU 2024-02 on January 1, 2025 and will apply ASU 2024-02 prospectively to all new transactions recognized on or after the adoption date. The adoption of ASU 2024-02 did not have material effect on the Company's condensed consolidated financial statements and related disclosures for the three months ended March 31, 2025.

In March 2024, the FASB issued ASU 2024-01—Compensation—Stock Compensation (Topic 718): Scope Application of Profits Interest and Similar Awards, to improve GAAP by adding an illustrative example that includes four fact patterns to demonstrate how an entity should apply the scope guidance in paragraph 718-10-15-3 to determine whether a profits interest award should be accounted for in accordance with Topic 718, Compensation—Stock Compensation. For public business entities, the amendments in this ASU are effective for annual periods beginning after December 15, 2024, and interim periods within those annual periods. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. If an entity adopts the amendments in an interim period, it should adopt them as of the beginning of the annual period that includes that interim period. The Company adopted ASU 2024-01 on January 1, 2025. The adoption of ASU 2024-01 did not have material effect on the Company's condensed consolidated financial statements and related disclosures for the three months ended March 31, 2025.

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures. This ASU improves the transparency of income tax disclosure by requiring consistent categories and greater disaggregation of information in the rate reconciliation, and income taxes paid disaggregated by jurisdiction. This guidance is effective for the Company for the year beginning January 1, 2025, with early adoption permitted. The Company does not expect the adoption of ASU 2023-09 to have a material effect on condensed consolidated financial statements and related disclosures for the three months ended March 31, 2025.

Unless otherwise discussed, the impact of recently issued standards that are not yet effective are not expected to have a material impact on the Company’s consolidated financial statements and disclosures.

15

AUTOLUS THERAPEUTICS PLC

Notes to the Unaudited Condensed Consolidated Interim Financial Statements - Continued

Note 3. Revenue

Product revenue, net

On November 8, 2024 the Company was notified by the FDA that the Company’s BLA was approved, allowing for the marketing of AUCATZYL in the United States for the treatment of adult patients with r/r B-ALL.

Product revenue, net recognized after estimated deductions for rebates, chargebacks and returns for the three months ended March 31, 2025, and 2024, is presented in the table below by geographical location (in thousands):

	Three Months Ended March 31,
	2025		2024
Product revenue, net
United States of America	$	8,982	$	—
Total Product revenue, net	$	8,982	$	—

During the three months ended March 31, 2025, 100% of the Company's product revenue, net was generated through the Company's agent Cardinal Health 105, LLC (“Cardinal Health”) from ATCs on behalf of patients.

Accounts receivable from contracts with customers

Accounts receivable as of March 31, 2025 and December 31, 2024 was $14.3 million and less than $0.1 million, respectively. An allowance for lifetime expected credit losses on accounts receivable is measured using historical credit loss experience, conditions at the end of each reporting period, and reasonable and supportable forecasts that affect collectability. Expected credit losses as of March 31, 2025 and December 31, 2024 were immaterial.

Accruals for rebates, chargebacks and returns

Current and non-current accruals for rebates and chargebacks as of March 31, 2025 were as follows (in thousands):

	Rebates		Chargebacks		Total
As of December 31, 2024	$	—	$	—	$	—
Provisions relates to sales in the period	332		136		468
Credits and payments made	(129)		—		(129)
As of March 31, 2025	$	203	$	136	$	339

License revenue, net

License revenue for the three months ended March 31, 2025, and 2024, is presented in the table below by geographical location (in thousands):

	Three Months Ended March 31,
	2025		2024
License revenue
Europe	$	—	$	10,091
Total License revenue	$	—	$	10,091

Major customers

The Company did not recognize any license revenue during the three months ended March 31, 2025. During the three months ended March 31, 2024, 100% of the Company’s license revenues were generated from BioNTech.

16

AUTOLUS THERAPEUTICS PLC

Notes to the Unaudited Condensed Consolidated Interim Financial Statements - Continued

License and Option Agreement with BioNTech

On February 6, 2024, the Company concurrently entered into the BioNTech Agreements.

For further details on the terms and accounting treatment considerations for the BioNTech Agreement, refer to following notes to these interim condensed consolidated financial statements:

•Note 2, “Summary of significant accounting policies”

•Note 13, “Shareholders’ equity”

•Note 15, “Liabilities related to future royalties and milestones, net”

•Note 17, “Commitments and contingencies”

As the BioNTech License and Option Agreement (as defined below) has been accounted for as one freestanding financial instrument with various embedded features, including the Binder License and related transfer of know-how, Technology Options, and Product Options, the Company is required to consider if the embedded features are required to be bifurcated from the host contract and therefore accounted for as a separate derivative. The Company concluded the Binder License and related transfer of know-how, Technology Options, and Product Options meet the scope exception set out in ASC 815-10-15-59(d) and therefore not accounted for as derivatives under ASC 815, Derivatives and Hedging (“ASC 815”).

Binder License

The Company applied ASC 606 to account for the Binder License and related know-how as functional intellectual property. The Binder License and related transfer of know-how were not distinct from one another and must be combined as a performance obligation, as BioNTech requires the know-how to derive benefit from the license. Based on these determinations, the Company identified one combined distinct performance obligation at the inception of the BioNTech License and Option Agreement.

The Company further determined the consideration received included in the transaction price at contract inception, is to be allocated to the one combined performance obligation. The Company determined that the performance obligation was recognized at a point-in-time, upon the delivery of the transfer of know-how and Binder License to BioNTech. The Company recognized total license revenue of $10.1 million (net of foreign exchange differences), related to the BioNTech License and Option Agreement during the three months ended March 31, 2024. No license revenue was recognized during the three months ended March 31, 2025.

The Company is eligible to receive milestone payments of up to $32.0 million in the aggregate upon the achievement of specified clinical development and regulatory milestones for each Binder Licensed Product that achieves such milestones. The Company is also eligible to receive a low single-digit royalty on net sales of Binder Licensed Products, subject to customary reductions, which are subject to specified limits. The royalty will be increased if BioNTech, its affiliates or sublicensees commercialize a Binder Licensed Product in an indication and country in which the Company or its affiliates or licensees also commercializes a product containing the same binders. Under the BioNTech License and Option Agreement, BioNTech is solely responsible for, and has sole decision-making authority with respect to, at its own expense, the exploitation of Binder Licensed Products. Milestone payments and royalty payments are regarded as variable consideration and will be evaluated under the most likely amount method. Milestone payments and royalty payments were not included in the transaction price, as these amounts were fully constrained as of March 31, 2025 and 2024, respectively.

Technology Options

As the Binder Option and the Activity Enhancement Option, the (“Technology Options”) are outside the scope of ASC 815, the Company considered other relevant accounting guidance to apply to this component of the BioNTech License and Option Agreement. The Company therefore applied ASC 606, considering particularly the accounting guidance related to any options granted to customers to purchase additional goods or services at a future date as this could provide a material right to the customer. A material right is a promise embedded in a current contract that should be accounted for as a separate performance obligation. The Company determined the Technology Options were not offered at a significant and incremental discount. Accordingly, the Technology Options granted to BioNTech do not represent a material right and, therefore, were not a performance obligation at the outset of the arrangement. The Technology Option exercise fee equates to the standalone selling price of the technologies underlying each option and consequently, the transaction price of $10.0 million was not allocated to the Technology Options’ performance obligation. No Technology Options were exercised during the three months ended March 31, 2025 and 2024, respectively.

17

AUTOLUS THERAPEUTICS PLC

Notes to the Unaudited Condensed Consolidated Interim Financial Statements - Continued

Product Options

As the option to obtain exclusive rights to co-fund development costs of the Company’s development-stage programs AUTO1/22 and AUTO6NG (“Product Options”) are precluded from being accounted for under ASC 815 due to the scope exception, management considered the terms of the Product Options and concluded that they should be accounted for as a gain contingency under the scope of ASC 450 - Contingencies (“ASC 450”). The Product Options, unlike the Technology Options, are 1) still subject to negotiation as to the specific activities to be performed by each party, which will be determined and agreed before the Product Options can be exercised, and 2) have not been exercised upon signature of the BioNTech License and Option Agreement. As a result, Product Options are not accounted for under ASC 606, and no recognition is required under ASC 450, until the Product Options are exercised. No Product Options were exercised during the three months ended March 31, 2025 and 2024, respectively. The product option for AUTO1/22 was not exercised and has expired as of February 8, 2025.

Note 4. Interest Expense, Net

Interest expense consisted of the following (in thousands):

	Three Months Ended March 31,
	2025		2024
Interest expense accrued on liabilities related to future royalties and milestones, net	$	10,138	$	8,390
Cumulative catch-up adjustment arising from the liabilities related to future royalties and milestones, net	—		10,870
Other interest expense	5		9
Total interest expense	$	10,143	$	19,269

Note 5. Net Loss Per Share

Basic and diluted net loss per share was calculated as follows (in thousands, except share and per share amounts):

	Three Months Ended March 31,
	2025		2024
Numerator
Net loss	$	(70,161)	$	(52,690)
Net loss - basic and diluted	$	(70,161)	$	(52,690)
Denominator
Weighted-average number of ordinary shares used in net loss per share - basic and diluted	266,126,548		222,170,707
Basic and diluted net loss per ordinary share	$	(0.26)	$	(0.24)

For all periods presented, outstanding but unvested restricted stock units, share options and warrants have been excluded from the calculation, because their effects would be anti-dilutive. Therefore, the weighted average number of ordinary shares used to calculate both basic and diluted loss per share is the same for all periods presented.

The following potentially dilutive securities have been excluded from the calculation of diluted net loss per share due to their anti-dilutive effect:

	Three Months Ended March 31,
	2025	2024
Unvested restricted stock units	16,250	45,719
Share options	30,478,805	17,731,649
Warrants	3,265,306	3,265,306
Total potentially dilutive securities	33,760,361	21,042,674

18

AUTOLUS THERAPEUTICS PLC

Notes to the Unaudited Condensed Consolidated Interim Financial Statements - Continued

Note 6. Fair Value Measurements

The Company uses valuation approaches that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in the following levels:

• Level 1 — Quoted prices in active markets for identical assets or liabilities.

• Level 2 — Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

• Level 3 — Unobservable inputs that reflect the Company’s own assumptions about the assumptions market participants would use in pricing the asset or liability.

The carrying amounts reported in the balance sheet for cash and cash equivalents, restricted cash, prepaid expenses and other assets, accounts payable and accrued expenses and other liabilities approximate their fair value because of the short-term nature of these instruments.

The following tables present information about the Company’s financial assets measured at fair value on a recurring basis and indicate the level of the fair value hierarchy utilized to determine such fair values (in thousands):

	March 31, 2025
	Aggregate estimated fair value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets classified as cash equivalents:
Money market funds	$	87,800	$	87,800	$	—	$	—
Debt Securities issued by Foreign Government	464		—		464		—
	$	88,264	$	87,800	$	464	$	—
Assets classified as marketable securities: available-for-sale debt securities
Commercial paper	$	37,168	$	—	$	37,168	$	—
Corporate debt securities	147,772		—		147,772		—
Debt Securities issued by Foreign Government	130,575		—		130,575		—
United Kingdom Government Gilts	71,913		—		71,913		—
United States Treasury Bills	33,348		33,348		—		—
	$	420,776	$	33,348	$	387,428	$	—

19

AUTOLUS THERAPEUTICS PLC

Notes to the Unaudited Condensed Consolidated Interim Financial Statements - Continued

	December 31, 2024
	Aggregate estimated fair value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets classified as cash equivalents:
Money market funds	$	113,447	$	113,447	$	—	$	—
Commercial paper	14,301		—		14,301		—
Debt Securities issued by Foreign Government	54,897		—		54,897		—
United Kingdom Government Gilts	29,358		—		29,358		—
United States Treasury Bills	7,989		7,989		—		—
	$	219,992	$	121,436	$	98,556	$	—
Assets classified as marketable securities: available-for-sale debt securities
Commercial paper	$	21,141	$	—	$	21,141	$	—
Corporate debt securities	151,124		—		151,124		—
Debt Securities issued by Foreign Government	72,012		—		72,012		—
United Kingdom Government Gilts	69,295		—		69,295		—
United States Treasury Bills	47,071		47,071		—		—
	$	360,643	$	47,071	$	313,572	$	—

The Company estimates the fair value of available-for-sale debt securities using actual trade and indicative prices sourced from third-party providers on a daily basis to estimate the fair value. If observable market prices are not available (such as for securities with short maturities and limited second market activity), the securities are priced using a valuation model that maximizes the use of observable inputs, such as market interest rates.

As of March 31, 2025 and December 31, 2024, the Company did not have non-financial assets measured at fair value on a recurring basis. During the three months ended March 31, 2025 and the year ended December 31, 2024, there were no transfers between fair value levels.

Note 7. Marketable Securities: Available-For-Sale Debt Securities

As of March 31, 2025 and December 31, 2024, the Company has the following investments in available-for-sale debt securities, which are categorized as marketable securities: available-for-sale debt securities on the balance sheet depending on their maturity at acquisition (in thousands):

	March 31, 2025
	Remaining contractual maturity	Amortized cost		Gross unrealized gains		Gross unrealized losses		Aggregate estimated fair value
Marketable securities: available-for-sale debt securities:
Commercial paper	within 1 year	$	37,163	$	6	$	(1)	$	37,168
Corporate debt securities	within 1 year	117,420		24		(53)		117,391
Debt Securities issued by Foreign Government	within 1 year	130,565		14		(4)		130,575
United Kingdom Government Gilts	within 1 year	71,842		71		—		71,913
United States Treasury Bills	within 1 year	18,392		9		(1)		18,400
Corporate debt securities	1 to 5 years	30,405		8		(32)		30,381
United States Treasury Bills	1 to 5 years	14,906		42		—		14,948
Total		$	420,693	$	174	$	(91)	$	420,776

20

AUTOLUS THERAPEUTICS PLC

Notes to the Unaudited Condensed Consolidated Interim Financial Statements - Continued

	December 31, 2024
	Remaining contractual maturity	Amortized cost		Gross unrealized gains		Gross unrealized losses		Aggregate estimated fair value
Marketable securities: available-for-sale debt securities:
Commercial paper	within 1 year	$	21,145	$	3	$	(7)	$	21,141
Corporate debt securities	within 1 year	91,853		5		(70)		91,788
Debt Securities issued by Foreign Government	within 1 year	72,056		—		(44)		72,012
United Kingdom Government Gilts	within 1 year	69,320		—		(25)		69,295
United States Treasury Bills	within 1 year	29,663		12		—		29,675
Corporate debt securities	1 to 5 years	59,530		—		(194)		59,336
United States Treasury Bills	1 to 5 years	17,393		7		(4)		17,396
Total		$	360,960	$	27	$	(344)	$	360,643

The number of securities held by the Company and aggregate fair value (in thousands) and in an unrealized loss position as of March 31, 2025 and December 31, 2024 are as follows (in thousands):

	March 31, 2025
	Number of securities held	Gross unrealized losses		Fair market value of investments in an unrealized loss position
Marketable securities: available-for-sale debt securities in a continuous loss position for less than 12 months:
Commercial paper	3	$	(1)	$	9,875
Corporate debt securities	29	(85)		97,556
Debt Securities issued by Foreign Government	4	(4)		28,024
United States Treasury Bills	1	(1)		3,966
Total	37	$	(91)	$	139,421

	December 31, 2024
	Number of securities held	Gross unrealized losses		Fair market value of investments in an unrealized loss position
Marketable securities: available-for-sale debt securities in a continuous loss position for less than 12 months:
Commercial paper	3	$	(7)	$	8,944
Corporate debt securities	41	(264)		133,078
Debt Securities issued by Foreign Government	5	(44)		72,012
United Kingdom Government Gilts	3	(25)		69,295
United States Treasury Bills	4	(4)		9,905
Total	56	$	(344)	$	293,234

The aggregated net unrealized loss on available-for-sale debt securities in the amount of $0.1 million has been recognized in accumulated other comprehensive loss in the Company's condensed consolidated balance sheet as of March 31, 2025.

21

AUTOLUS THERAPEUTICS PLC

Notes to the Unaudited Condensed Consolidated Interim Financial Statements - Continued

At March 31, 2025, the Company held 37 marketable securities: available-for-sale debt securities out of its total investment portfolio that were in a continuous unrealized loss position. As of March 31, 2025, no allowance for expected credit losses has been recognized in relation to securities in an unrealized loss position. The related unrealized losses are not severe, have been for a short duration and are due to normal market, exchange rate fluctuations and all securities have an investment-grade credit rating. The Company neither intends to sell these investments nor has concluded that it will more-likely-than-not have to sell them before recovery of their carrying values. The Company also believes that it will be able to collect both principal and interest amounts due to the Company at maturity.

There were no amounts reclassified out of other comprehensive income (loss), net of tax during the three months ended March 31, 2025. There were no available-for-sale debt securities as of December 31, 2024.

Note 8. Inventories, Net

Inventories consisted of the following (in thousands):

	March 31,		December 31,
	2025		2024
Consumables	$	4,756	$	2,026
Raw materials	3,046		1,956
Work in progress	5,431		16
Finished goods	1,414		140
Total inventories, net	$	14,647	$	4,138

Note 9. Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following (in thousands):

	March 31,		December 31,
	2025		2024
Research and development claims receivable	$	41,790	$	38,242
Prepayments	13,719		15,212
VAT receivable	5,500		5,996
Deferred cost	2,420		2,320
Accrued interest income	2,349		2,566
Other assets	1,621		1,571
Lease and lease deposit receivable	960		930
Other receivables	423		491
Total prepaid expenses and other current assets	$	68,782	$	67,328

Note 10. Property and Equipment, Net

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

	March 31,		December 31,
	2025		2024
Lab equipment	$	43,718	$	41,728
Office equipment	6,534		6,330
Furniture and fixtures	2,434		2,359
Leasehold improvements	14,566		14,116
Assets under construction	28,407		19,638
Less: accumulated depreciation	(37,689)		(34,618)
Total property and equipment, net	$	57,970	$	49,553

Depreciation expense for the three months ended March 31, 2025 and 2024 was $2.0 million and $1.8 million, respectively.

22

AUTOLUS THERAPEUTICS PLC

Notes to the Unaudited Condensed Consolidated Interim Financial Statements - Continued

Note 11. Intangible Assets, Net

The following table summarizes the carrying amount of the Company's intangible assets, net of accumulated amortization (in thousands):

	March 31,		December 31,
	2025		2024
Licensed IP rights	$	12,935	$	12,535
Software licenses	47		—
Less: accumulated amortization	(507)		(162)
Total intangibles assets, net	$	12,475	$	12,373

Amortization expense was $0.3 million and nil for the three months ended March 31, 2025 and 2024, respectively. The estimated annual amortization expense related to this asset is $1.1 million for each of the five years ending in 2029.

Note 12. Accrued Expenses and Other Liabilities

Accrued expenses and other liabilities consisted of the following (in thousands):

	March 31,		December 31,
	2025		2024
Compensation and benefits	$	15,854	$	19,681
Research and development costs	12,682		13,372
Other accrued expenditure	7,505		6,075
Professional fees	7,195		9,075
VAT accrual	3,709		3,594
Other liabilities	2,375		479
Rebates, chargebacks and returns	339		—
Total accrued expenses and other liabilities	$	49,659	$	52,276

Note 13. Shareholders’ Equity

Ordinary Shares

Each holder of ordinary shares is entitled to one vote per ordinary share and to receive dividends when and if such dividends are recommended by the Company’s board of directors and declared by the shareholders. As of March 31, 2025, the Company has not declared any dividends.

Restricted Stock Units

At March 31, 2025, restricted stock unit awards for 16,074 ordinary shares had vested but the underlying shares had not been issued. However, these vested restricted stock unit awards have been included in the calculation of the Company’s outstanding shares at March 31, 2025 as they are considered issuable for little or no cash consideration. Subsequent to March 31, 2025, 12,500 of the underlying ordinary shares were issued.

February 2024 Underwritten Offering

On February 12, 2024, the Company completed an underwritten offering of 58,333,336 ADSs representing 58,333,336 ordinary shares at an offering price of $6.00 per ADS. Aggregate net proceeds to the Company, after underwriting discounts and offering expenses, were $326.8 million.

23

AUTOLUS THERAPEUTICS PLC

Notes to the Unaudited Condensed Consolidated Interim Financial Statements - Continued

BioNTech Securities Purchase Agreement

Concurrently with the execution of the BioNTech License and Option Agreement (see Note 3 and Note 15), the Company and BioNTech entered into the BioNTech Securities Purchase Agreement (as defined below) pursuant to which the Company sold ADSs, each representing one ordinary share, to BioNTech in a private placement transaction (the “Private Placement”). On February 13, 2024, the Company completed the Private Placement of 33,333,333 ADSs representing 33,333,333 ordinary shares at an offering price of $6.00 per ADS. Aggregate net proceeds to the Company, after underwriting discounts and offering expenses, were $193.8 million.

In the event that BioNTech and the Company enter into a joint manufacturing and commercial services agreement within 18 months of the initial closing of the Private Placement, BioNTech will purchase up to 15,000,000 ADSs for an aggregate purchase price of up to $20.0 million, subject to additional limitations and restrictions.

Note 14. Share-Based Compensation

The following table summarizes the total share-based compensation expense included in the unaudited condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (in thousands):

	Three Months Ended March 31,
	2025		2024
Research and development expenses	$	998	$	450
Selling, general and administrative expenses	1,732		1,836
Cost of sales	146		—
Capitalized to intangibles, net / property and equipment, net	(9)		(2)
Total share-based compensation expense	$	2,867	$	2,284

Share Options

The table below summarizes Company’s share option activity during the three months ended March 31, 2025:

	Number of Options	Weighted- Average Exercise Price per share		Weighted- Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value (1) (in thousands)
Outstanding as of December 31, 2024	20,754,316	$	5.41	7.78	$	1,536
Granted	10,504,647	1.89			116
Forfeited	(166,459)	3.00			—
Expired	(613,699)	4.88			—
Outstanding as of March 31, 2025	30,478,805	$	4.22	8.37	$	116
Exercisable as of March 31, 2025	11,541,896	$	7.11	6.81	$	75
Vested and expected to vest as of March 31, 2025	30,478,805	$	4.22	8.37	$	116
(1) Aggregate intrinsic value is calculated as the difference between the exercise price of the underlying options and the fair value of ordinary shares for those options in the money as of March 31, 2025.

The weighted average grant-date fair value of share options granted was $1.34 per share option for the three months ended March 31, 2025. The weighted average grant-date fair value of share options granted was $4.53, per share option for the three months ended March 31, 2024.

The total intrinsic value of share options exercised was nil for the three months ended March 31, 2025. The total intrinsic value of options exercised was $0.3 million for the three months ended March 31, 2024.

As of March 31, 2025, the total unrecognized compensation expense related to unvested share options without performance conditions was $22.2 million, which the Company expects to recognize over a weighted average vesting period of 3.51 years.

24

AUTOLUS THERAPEUTICS PLC

Notes to the Unaudited Condensed Consolidated Interim Financial Statements - Continued

Restricted Stock Units

The table below summarizes Company’s restricted stock unit (“RSU”) awards activity during the three months ended March 31, 2025:

	Number of restricted units	Weighted average grant date fair value
Unvested and outstanding at December 31, 2024	32,412	$	4.22
Vested	(16,074)	4.67
Forfeited	(88)	6.20
Unvested and outstanding at March 31, 2025	16,250	$	3.77

As of March 31, 2025, there was less than $0.1 million of unrecognized share-based compensation expense related to unvested RSUs without performance conditions, which is expected to be recognized over a weighted average period of 1.07 years.

Note 15. Liabilities Related to Future Royalties and Milestones, Net

The following table summarizes the carrying amount of the Company's liabilities related to future royalties and milestones, net (in thousands):

	March 31,		December 31,
	2025		2024
Balance at January 1	$	248,100	$	170,899
Initial recognition of BioNTech liability	—		38,335
Proceeds from Blackstone Development Payments received	—		30,000
Interest expense accrued on liabilities related to future royalties and milestones, net	10,137		39,510
Cumulative catch-up adjustment	—		(30,644)
Total liabilities related to future royalties and milestones, net	$	258,237	$	248,100

The following table summarizes the current versus non-current split of the liabilities related to future royalties and milestones, net (in thousands):

	March 31,		December 31,
	2025		2024
Current portion of liabilities related to future royalties and milestones, net	$	4,800	$	3,500
Non-current portion of liabilities related to future royalties and milestones, net	253,437		244,600
Total liabilities related to future royalties and milestones, net	$	258,237	$	248,100

During the three months ended March 31, 2025 and 2024, interest expense on liabilities related to future royalties and milestones, net amounted to $10.1 million and $8.4 million, respectively.

During the three months ended March 31, 2025 and 2024, cumulative catch-up adjustment (included in interest expense) amounted to nil and $10.9 million, respectively.

Blackstone Collaboration Agreement

On November 6, 2021, the Company concurrently entered into the following agreements with BXLS V - Autobahn L.P, (“Blackstone”): (i) Strategic Collaboration Agreement (the “Blackstone Collaboration Agreement”), (ii) Securities Purchase Agreement (the “Blackstone Securities Purchase Agreement”), (iii) Warrant Agreement (the “Blackstone Warrant”) and (iv) Registration Rights Agreement (the “Blackstone Registration Rights Agreement”). The Blackstone Collaboration Agreement, the Blackstone Securities Purchase Agreement, the Blackstone Warrant and the Blackstone Registration Rights Agreement are collectively referred to as the “Blackstone Agreements”. The Blackstone Agreements were entered into and in contemplation of one another and, accordingly, the Company assessed the accounting for the Blackstone Agreements in the aggregate.

25

AUTOLUS THERAPEUTICS PLC

Notes to the Unaudited Condensed Consolidated Interim Financial Statements - Continued

For further details on the terms and accounting treatment considerations for these contracts, please refer to following notes to the Company’s consolidated financial statements contained in the Company’s Annual Report:

•Note 2, “Summary of significant accounting policies”

•Note 12, “Liabilities related to future royalties and milestones, net”

•Note 13, “Warrants”

•Note 14, “Shareholders’ equity”

In November 2021, the upfront payment of $50.0 million was paid by Blackstone upon execution of the Blackstone Collaboration Agreement. In December 2022, two Blackstone Development Payments were paid by Blackstone of $35.0 million each as a result of (i) the joint steering committee’s review of the Company’s interim analysis of pivotal FELIX Phase 2 clinical trial of obe-cel in r/r B-ALL and (ii) achievement of a pre-agreed manufacturing milestone as a result of completion of planned activities demonstrating the performance and qualification of the Company’s obe-cel’s manufacturing process. On November 8, 2024, the Company was notified by the FDA that the Company has been granted marketing approval for AUCATZYL for the treatment of adult patients (18 years and older) with r/r B-ALL. The remaining $30.0 million of Blackstone Development Payments are now payable to the Company as a result of such approval.

BioNTech Agreements

On February 6, 2024, the Company concurrently entered into a (i) Securities Purchase Agreement (the “BioNTech Securities Purchase Agreement”), (ii) Registration Rights Agreement, (iii) Letter Agreement and (iv) License and Option Agreement (the “BioNTech License and Option Agreement”), collectively called the “BioNTech Agreements”, with BioNTech. The BioNTech Agreements were entered into and in contemplation of one another and, accordingly, the Company assessed the accounting for these agreements in the aggregate. The following descriptions of the BioNTech Agreements do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements.

For further details on the terms and accounting treatment considerations for these contracts, please refer to following notes to the Company’s consolidated financial statements contained in the Company’s Annual Report:

•Note 1, “Nature of the business”

•Note 2, “Summary of significant accounting policies”

•Note 3, “Revenue”

•Note 12, “Liabilities related to future royalties and milestones, net”

•Note 14, “Shareholders’ equity”

•Note 20, “Commitments and contingencies”

Obe-cel Product Revenue Interest

Under the BioNTech License and Option Agreement, BioNTech has agreed to financially support the expansion of the clinical development program for, and planned commercialization of obe-cel. In exchange for the grant of rights to future revenues from the sales of obe-cel products, BioNTech made an upfront payment to the Company of $40.0 million. The Company will pay BioNTech a low single-digit percentage of annual net sales of obe-cel products, which may be increased up to a mid-single digit percentage in exchange for milestone payments of up to $100.0 million in the aggregate on achievement of certain regulatory events for specific new indications upon BioNTech's election. The Company has accounted for the Obe-cel Product Revenue Interest as a liability primarily due to the Company’s significant continuing involvement in generating the royalty stream. In February 2024, the Company initially recognized the BioNTech Liability at $38.3 million being the face value less debt issuance costs.

Manufacturing and Commercial Services Agreement

Under the terms of the BioNTech License and Option Agreement, the Company has agreed to grant BioNTech the option to negotiate a joint manufacturing and commercial services agreement pursuant to which the parties may access and leverage each other’s manufacturing and commercial capabilities, in addition to Autolus’ commercial site network and infrastructure, with respect to certain of each parties’ CAR T products, including BioNTech’s product candidate BNT211 (the “Manufacturing and Commercial Services Agreement” or “MCSA”). The MCSA, if entered into, would also grant BioNTech access to the Company’s commercial site network and infrastructure.

26

AUTOLUS THERAPEUTICS PLC

Notes to the Unaudited Condensed Consolidated Interim Financial Statements - Continued

The carrying amount of the Blackstone Collaboration Liability and BioNTech Liability is based on the Company’s estimate of the future royalties to be paid to BioNTech to be received over the life of the arrangement as discounted using an effective interest rate. The excess or deficit of estimated present value of future royalties over the initial carrying amount, is recognized using the cumulative catch-up method within interest expense using the initial effective interest rate. The imputed rate of interest on the unamortized portion of the Blackstone Collaboration Liability and BioNTech Liability was approximately 15.80% and 28.70% as of March 31, 2025, respectively.

On a quarterly basis, the Company assesses the amount and timing of expected royalty using a combination of internal projections and forecasts from external sources. To the extent the present value of such payments is greater or less than its initial estimates or the timing of such payments is materially different than its original estimates, the Company will adjust the amortization of the BioNTech Liability using the cumulative catch-up method.

Note 16. Leases

Operating leases - Lessee

The Company leases certain office space, laboratory space, and equipment. At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present.

The Company’s costs as a lessee for the three months ended March 31, 2025 and 2024 were as follows (in thousands):

	Three Months Ended March 31,
	2025		2024
Operating lease costs	$	2,172	$	2,098
Variable costs	496		544
Short term lease costs	15		101
Total lease costs	$	2,683	$	2,743

Supplemental cash flow information for the three months ended March 31, 2025 and 2024 were as follows (in thousands):

	Three Months Ended March 31,
Other information	2025		2024
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash (inflows) outflows from operating leases(1)	$	(2,163)	$	1,725
(1) Includes lease incentives received during the three months ended March 31, 2025 relating to our Nucleus facility lease.

The weighted average remaining lease term and weighted average discount rate of operating leases as of March 31, 2025 and 2024 were as follows:

	Three Months Ended March 31,
	2025		2024
Weighted-average remaining lease term - operating leases	16.1 years		16.0 years
Weighted-average discount rate - operating leases	8.16	%	7.44	%

27

AUTOLUS THERAPEUTICS PLC

Notes to the Unaudited Condensed Consolidated Interim Financial Statements - Continued

The maturities of operating lease liabilities as of March 31, 2025 were as follows (in thousands):

2025(1)	$	120
2026(1)	8,522
2027	8,625
2028	7,884
2029	5,929
Thereafter	79,890
Total lease payments	110,970
Less: imputed interest	(53,262)
Present value of lease liabilities	$	57,708
(1) Includes lease incentives from the Nucleus facility lease variation amounting to $6.3 million and $0.7 million, for the years ending December 31, 2025 and 2026, respectively.

Note 17. Commitments and Contingencies

Contractual obligations

In July 2022, the Company renegotiated a master services agreement with Adaptive Biotechnologies Corporation (“Adaptive”), under which Adaptive's assay is used to analyze patient samples from r/r B-ALL patients. During the year ended December 31, 2023, the Company recognized all contractual milestones relating to this contract. Under the then-current agreement, the Company would be obligated to make specified payments to Adaptive upon the achievement and receipt of certain regulatory approvals and achievement of commercial milestones in connection with the Company’s use of the Adaptive assay.

In previous periods, the Company has entered into agreements with certain advisory firms. The Company is obligated to make specified payments upon the achievement of certain strategic transactions involving the Company. During the three months ended March 31, 2024, the Company paid a fee under these agreements. There were no fees paid or payable to strategic advisory firms during the three months ended March 31, 2025

The Company has estimated the probability of the Company achieving each potential milestone in relation to the agreements with UCLB, Miltenyi and its agreements with certain advisory firms in accordance with ASC 450. The Company considers regulatory approval, commercial milestones and execution of collaboration agreements probable when actually achieved. Furthermore, the Company recognizes expenses for clinical milestones when their achievement is deemed probable. The Company concluded that, as of March 31, 2025, there were no other milestones for which the likelihood of achievement was currently probable.

Capital Commitments

As of March 31, 2025, the Company’s unconditional purchase obligations for capital expenditures totaled $16.4 million and included signed orders for capital equipment and capital expenditures for construction and related expenditures relating to its properties in the United Kingdom and United States. The Company expects to incur the full amount of these obligations within one year.

Master Supply Commitments

As of March 31, 2025, the Company’s unconditional purchase obligations with Miltenyi Biotec GmbH for reagents and consumables totaled $2.9 million, which the Company expects to incur within one year.

BioNTech Agreements

BioNTech License and Option Agreement - Product Options gain contingency

As the Product Options within the BioNTech License and Option Agreement were an embedded feature within a freestanding financial instrument, the Company assessed if the Product Options should be accounted for as a derivative under ASC 815. However, the Company determined the Product Options met the scope exception for derivative accounting under ASC 815 and therefore should be accounted for a gain contingency under the scope of ASC 450. As of March 31, 2025 and December 31, 2024, Product Options were not exercised and therefore no amounts were recognized.

28

AUTOLUS THERAPEUTICS PLC

Notes to the Unaudited Condensed Consolidated Interim Financial Statements - Continued

Refer to Note 15, “Liabilities related to future royalties and milestones, net” for further details about the BioNTech Agreements.

Legal Proceedings

From time to time, the Company may be a party to litigation or subject to claims incident to the ordinary course of business. Regardless of the outcome, litigation can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources and other factors. The Company was not a party to any litigation and did not have contingency reserves established for any liabilities as of March 31, 2025 and December 31, 2024.

Indemnification Agreements

In the normal course of business, the Company enters into contracts and agreements that contain a variety of representations and warranties and provide for general indemnification. The Company’s exposure under these agreements is unknown because they involve claims that may be made against the Company in the future. To date, the Company has not paid any claims or been required to defend any action related to its indemnification obligations. However, the Company may record charges in the future as a result of these indemnification obligations.

In accordance with the indemnification agreements entered into with relevant individuals in accordance with the Company’s Articles of Association, the Company has indemnification obligations to its directors, officers and members of senior management for certain events or occurrences, subject to certain limits, while they are serving at the Company’s request in such capacity.

There have been no claims to date under these indemnification agreements, and the Company has director and officer insurance that may enable it to recover a portion of any amounts paid for future potential claims.

SME R&D tax credit

In the accounting period to December 2023, based on the relevant tax legislation, the Company met the conditions of the R&D intensive scheme, and therefore submitted its corporate tax return on this basis. This is subject to agreement by the United Kingdom tax authority. The tax authority based on their non-statutory guidance, included some expenditure in the calculation of whether a company meets the R&D intensive scheme, which is in conflict with the criteria in the tax legislation. The position is uncertain and the legislation is currently untested in the United Kingdom courts. If the Company's claim is unsuccessful, normal SME relief will be available and there will be a material reduction in the value of the tax credit obtained (18.6% as opposed to 26.97% net benefit). Should the uncertainty be resolved in the Company’s favor, this would result in a gain and accounted for a gain contingency under the scope of ASC 450.

Note 18. Segment Reporting

Long-lived assets

Long-lived assets (excluding intangibles, deferred tax and financial instruments) were located as follows (in thousands):

	March 31,		December 31,
	2025		2024
United Kingdom	$	113,534	$	104,160
United States of America	686		891
Total long-lived assets	$	114,220	$	105,051

Revenue

Revenue recognized by geographic area are disclosed in Note 3, “Revenue”.

29

AUTOLUS THERAPEUTICS PLC

Notes to the Unaudited Condensed Consolidated Interim Financial Statements - Continued

Segment profit or loss

The table below is a summary of the segment profit or loss, including significant segment expenses (in thousands):

	March 31,		March 31,
	2025		2024
Product Revenue, net	$	8,982	$	—
License Revenue	—		10,091
Less operating expenses:
Research and clinical development	(13,119)		(5,117)
Product delivery	(19,747)		(19,690)
Commercial and Medical affairs	(19,144)		(9,406)
Support functions	(17,025)		(11,978)
Other segment expenses, net (1)	(5,187)		(2,657)
Total operating expenses	(74,222)		(48,848)
Operating loss	(65,240)		(38,757)
Other income, net	129		(300)
Foreign exchange (losses) gains	1,181		(1,305)
Interest income	6,137		6,933
Interest expense, net	(10,143)		(19,269)
Income tax (expense) benefit	(2,225)		8
Segment and consolidated net loss	$	(70,161)	$	(52,690)
(1) Other segment expenses, net include United Kingdom research and development tax credits, depreciation, amortization and share-based compensation expenses.

Note 19. Related Party Transactions

Blackstone Agreements

In November 2021, the Company concurrently entered into the Blackstone Agreements. As of the execution of the Blackstone Agreements, Blackstone became a related party of the Company, as Blackstone became the owner of more than 10% of the Company’s outstanding voting securities. In addition, Blackstone received and exercised its right to nominate one director to the board of directors of the Company and is therefore considered to be one of the principal owners of the Company.

As of March 31, 2025, the carrying amount of the Blackstone Collaboration Agreement Liability was $219.4 million which included aggregated cumulative non-cash interest expense and cumulative catch-up adjustment of $7.8 million. As of December 31, 2024, the carrying amount of the Blackstone Collaboration Agreement Liability was $211.6 million which included aggregated cumulative non-cash interest expense (including cumulative catch-up adjustments), of $10.7 million. Refer to Note 15, “Liabilities related to future royalties and milestones, net” for further details.

BioNTech Agreements

In February 2024, the Company concurrently entered into the BioNTech Agreements. Upon the execution of the BioNTech Agreements, BioNTech became a related party of the Company. BioNTech owns more than 10% of the Company’s outstanding voting securities and is therefore one of the principal owners of the Company. In addition, BioNTech has the right to nominate one director to the board of directors of the Company which BioNTech has not yet exercised.

As of March 31, 2025, the carrying amount of the BioNTech Liability was $38.8 million which included aggregated cumulative interest expense and cumulative catch-up adjustment of $2.3 million. As of December 31, 2024, the carrying amount of the BioNTech Liability was $36.5 million which included aggregated cumulative non-cash interest expense (including cumulative catch-up adjustments), of $1.8 million. Refer to Note 15, “Liabilities related to future royalties and milestones, net” for further details.

Note 20. Subsequent Events

The Company evaluated subsequent events through May 8, 2025, the date on which these unaudited condensed consolidated financial statements were issued. The United Kingdom Medicines and Healthcare products Regulatory Agency (“MHRA”) granted AUCATZYL conditional marketing authorization on April 25, 2025, and the Company anticipates commercial launch in the United Kingdom in the second half of 2025.

30

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read together with the unaudited condensed consolidated interim financial statements and the related notes to those statements included in this Quarterly Report on Form 10-Q. We also recommend that you read our discussion and analysis of financial condition and results of operations together with our audited financial statements and the notes thereto, which appear in our Annual Report on the Form 10-K for the year ended December 31, 2024 as filed with the Securities and Exchange Commission, or the SEC on March 20, 2025, or the Annual Report.

We maintain our books and records in pounds sterling, our results are subsequently converted to U.S. dollars, and we prepare our consolidated financial statements in accordance with U.S. GAAP, as issued by the FASB. All references in this Quarterly Report on Form 10-Q to “$” are to U.S. dollars and all references to “£” are to pounds sterling. Our unaudited condensed consolidated statements of operations and comprehensive loss and unaudited condensed consolidated statements of cash flows for the three months ended March 31, 2025 and 2024 have been translated from pounds sterling into U.S. dollars at the rate of £1.00 to $1.2588 and £1.00 to $1.2680, respectively. Our unaudited condensed consolidated balance sheet as of March 31, 2025 and audited consolidated balance sheet as of December 31, 2024 have been translated from pounds sterling into U.S. dollars at the rate of £1.00 to $1.2935 and £1.00 to $1.2618, respectively. These translations should not be considered representations that any such amounts have been, could have been or could be converted into U.S. dollars at those or any other exchange rate as of those or any other dates.

The statements in this discussion and analysis of our financial condition and results of operations regarding our expectations regarding our future performance, liquidity and capital resources and other non-historical statements are forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. These risks and uncertainties include, but are not limited to, the risks and uncertainties set forth in the “Risk Factors” section of our Annual Report, this Quarterly Report and any subsequent reports that we file with the SEC.

Autolus, AUCATZYL and our other trademarks or service marks appearing in this report are our property. Solely for convenience, the trademarks and trade names in this report are referred to without the ® and TM symbols, but such references should not be construed as any indicator that their respective owners will not assert, to the fullest extent under applicable law, their rights thereto. Products or service names of other companies mentioned in this report may be trademarks, trade names or service marks of their respective owners.

Overview

We are an early commercial-stage biopharmaceutical company developing next-generation programmed T cell therapies for the treatment of cancer and autoimmune diseases. Using our broad suite of proprietary and modular T cell programming technologies, we are engineering precisely targeted, controlled and highly active T cell therapies that are designed to better recognize target cells, break down their defense mechanisms and attack and kill these cells. We believe our programmed T cell therapies have the potential to be best-in-class and to offer patients substantial benefits over the existing standard of care, including the potential for cure in some patients.

Since our inception, we have incurred significant operating losses. For the three months ended March 31, 2025 and 2024, we incurred net losses of $70.2 million and $52.7 million, respectively, and had an accumulated deficit of $1,169.4 million and $1,099.2 million as of March 31, 2025 and December 31, 2024, respectively.

As of March 31, 2025, we had cash and cash equivalents of $95.8 million and marketable securities of $420.8 million. Based on our current clinical development and commercialization plans, we believe our existing cash, cash equivalents and marketable securities will be sufficient to fund our current and planned operating expenses and capital expenditure requirements through at least the next twelve months from the date of issuance of our unaudited condensed consolidated financial statements included in this Quarterly Report. This forecast of cash resources is forward-looking information that involves risks and uncertainties, and the actual amount of our revenues and expenses, which we have based on assumptions that may prove to be wrong and could prove to be significantly higher than we currently anticipate, could vary materially and adversely as a result of a number of factors. Management does not know whether additional financing will be on terms favorable or acceptable to us when needed, if at all. If adequate additional funds are not available when required, or if we are unsuccessful in entering into partnership agreements for further development of our product candidates, management may need to curtail its development efforts and planned operations.

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Recent Developments

AUCATZYL launch

•Our reported Q1 2025 net product sales of $9.0 million.

•We have 39 cancer treatment centers fully activated in the United States as of May 7, 2025. Patient access to AUCATZYL continues to increase, with coverage secured for greater than 90% of total United States medical lives.

•On April 1, 2025, the Centers for Medicare and Medicaid Services (“CMS”) included AUCATZYL in their published Healthcare Common Procedure Coding System (“HCPCS”) coding determinations and Hospital Outpatient Prospective Payment System (“OPPS”) payment rates, formalizing reimbursement for patients on government programs. The CMS policy splits the therapeutic dose of AUCATZYL into two administrations for coding and billing purposes. We are working with the treatment centers on implementing the coding and payment policy from CMS and we are assessing any potential impact on the timing revenue recognition.

•On April 25, 2025, the MHRA granted conditional marketing authorization for AUCATZYL (obecabtagene autoleucel) for the treatment of adult patients with relapsed or refractory B-cell precursor acute lmphoblastic leukemia (“r/r B-ALL”). We will work with The National Institute for Health and Care Excellence (“NICE”) on patient access to therapy and a meeting is planned in May 2025.

•Obe-cel is under regulatory review in the European Union (“EU”) and we expect to receive notification of approval status from in the second half of 2025.

Obe-cel clinical updates:

Obe-cel in lupus nephritis (“LN”)

•Preliminary data from the Phase 1 dose confirmation clinical trial (“CARLYSLE”) in refractory systemic lupus erythematosus (“SLE”) patients were reported on April 23, 2025, and support progressing into a planned Phase 2 pivotal clinical trial. Out of six patients in the cohort, three patients had complete renal response, all by month three. Complement normalized in all patients by month one. Rash, alopecia and mucosal ulcers resolved by month three and arthritis resolved by month one in all patients. Data show high peak expansion and deep B cell aplasia consistent with known obe-cel characteristics in oncology indications. No dose limiting toxicities (“DLTs”) or immune effector cell-associated neurotoxicity syndrome (“ICANS”) were observed in the trial to date. Grade one cytokine release syndrome (“CRS”) was observed in three out of six patients. Hypertension, a typical sign of advanced lupus nephritis, pre-existed in three patients. On study, five of six patients experienced a transient hypertension, including Grade 3, well managed by anti-hypertensive agents.

•We have aligned with U.S. Food and Drug Administration (the “FDA”) on the Phase 2 trial design and potential registrational path to approval and anticipates dosing the first patient in a Phase 2 trial before the year ending December 31, 2025.

•Full data with longer term follow-up from the Phase 1 CARLYSLE clinical trial is targeted for presentation at a medical conference in the second half of 2025.

Obe-cel in progressive multiple sclerosis (“MS”)

•We plan to advance obe-cel into clinical development in progressive MS. We expect to dose our first patient in a Phase 1 dose escalation clinical trial by year-end 2025.

Early-stage pipeline programs and collaborations:

•Our translational programs with University College London (“UCL”) continue to fuel our early-stage pipeline, providing a cost-efficient path to development.

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Components of Our Results of Operations

Product revenue, net

We account for our product revenues pursuant to the provisions of ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”). We have one performance obligation which is satisfied upon the notification by the customer of administration of treatment. However, the performance obligation is constrained by the customer's right of return and/or credit eligibility which expires when a patient is dosed.. Therefore, we recognize revenue from product sales when the customers’ ability to either cancel the order or request a refund has ceased, which is when the product is administered to the patient. Product revenues, net of gross-to-net deductions, are recognized only to the extent that a significant reversal in the amount of cumulative product revenue recognized is not probable of occurring when the uncertainty associated with gross-to- net deductions is subsequently resolved. Product revenues are recognized net of estimated rebates and chargebacks, patient travel assistance and patient co-pay assistance deductions. These deductions to product revenue are referred to as gross-to-net deductions and are estimated and recorded in the period in which the related product revenue occur.

Gross-to-net deductions

Rebates and chargebacks

Rebates and chargebacks are based on contractual arrangements or statutory requirements and include amounts due to payors and healthcare providers under various programs. These amounts may vary by payor and individual plans. Providers qualified under certain programs can purchase our products through our third-party logistics partner at a discount. Our third party logistics partner then charges the discount back to us.

Rebates and chargebacks are estimated primarily based on product sales, including pricing, historical and estimated payor mix, setting of care and discount rates, among other inputs, which require significant estimates and judgment. We assess and updates our estimates each reporting period to reflect actual claims and other current information.

Our wholly-owned subsidiary in the United States also participates in programs with government entities, the most significant of which are the US. Department of Defense (the “DoD”) and the US. Department of Veterans Affairs (the “VA”), and other parties, including covered entities under the 340B Drug Pricing Program (the “340B Program”), whereby pricing on products is extended below list price to participating entities. These entities are entitled to purchase AUCATZYL at the lower program price by charging the Company the difference between their acquisition cost and the lower program price. Accounts receivable is reduced for the estimated amount of unprocessed charge-back claims attributable to a sale.

Our wholly-owned subsidiary in the United States further participates in state government Medicaid programs and the Tricare program requiring discounts and rebates to participating government entities. All rebates provided through these programs are included in our Medicaid and Tricare rebate accrual. The estimated amount of unpaid or unbilled rebates are to be recognized and presented as a liability.

Patient Travel, Lodging and Meal Assistance

Travel, lodging, and meal assistance represents financial assistance to qualified patients and their caregiver, reimbursing them for certain travel, lodging, and meal expenses required during their treatment. Accrual for these expenses is based on an estimate of qualified patients that we expect to receive this assistance at each reporting period.

Patient Co-Pay Assistance

Co-pay assistance represents financial assistance to qualified patients, assisting them with cost sharing obligations for our product based on benefit design structure required by insurance. Our accrual for copay is based on an estimate of claims and the cost per claim that we expect to receive associated with qualified patients that exist at each reporting period.

License Revenue

We account for our revenue pursuant to the provisions of ASC 606. As of March 31, 2025, we have entered into various license agreements which included non-refundable upfront license fees, options for future commercial licenses, payments based upon achievement of clinical development and regulatory objectives, payments based upon achievement of certain levels of product sales, and royalties on licensed product sales.

In determining the appropriate amount of revenue to be recognized in relation to each license agreement, we perform the following steps: (i) identify the promised goods or services in the contract; (ii) determine whether the promised goods or services are performance obligations, including whether they are distinct in the context of the contract; (iii) measure of the transaction price, including the constraint on variable consideration; (iv) allocate the transaction price to the performance obligations based on estimated selling prices; and (v) recognize of revenue when (or as) we satisfy each performance obligation.

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License Fees and Multiple Element Arrangements

If a license to our intellectual property is determined to be distinct from the other performance obligations identified in the arrangement, we recognize revenues from non-refundable, upfront fees allocated to the license at such time as the license is transferred to the licensee and the licensee is able to use, and benefit from the license. For licenses that are bundled with other promises, we utilize judgment to assess the nature of the combined performance obligations to determine whether the combined performance obligations are satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue from non-refundable, upfront fees. We evaluate the measure of progress at each reporting period and, if necessary, adjust the measure of performance and related revenue recognition.

Appropriate methods of measuring progress include output methods and input methods. In determining the appropriate method for measuring progress, we consider the nature of service that we promise to transfer to the customer. When we decide on a method of measurement, we will apply that single method of measuring progress for each performance obligation satisfied over time and will apply that method consistently to similar performance obligations and in similar circumstances.

Customer Options

If an arrangement is determined to contain customer options that allow the customer to acquire additional goods or services, the goods and services underlying the customer options that are not determined to be material rights are not considered to be performance obligations at the outset of the arrangement, as they are contingent upon option exercise. We evaluate the customer options for material rights, or options to acquire additional goods or services for free or at a discount. If the customer options are determined to represent a material right, the material right is recognized as a separate performance obligation at the outset of the arrangement. We allocate the transaction price to material rights based on the relative standalone selling price, which is determined based on any identified discount and the probability that the customer will exercise the option. Amounts allocated to a material right are not recognized as revenue until, at the earliest, the option is exercised.

Contingent Research Milestone Payments

ASC 606 constrains the amount of variable consideration included in the transaction price in that either all, or a portion, of an amount of variable consideration should be included in the transaction price. The variable consideration amount should be included only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The assessment of whether variable consideration should be constrained is largely a qualitative one that has two elements: the likelihood of a change in estimate, and the magnitude thereof. Variable consideration is not constrained if the potential reversal of cumulative revenue recognized is not significant, for example.

If the consideration in a contract includes a variable amount, we will estimate the amount of consideration in exchange for transfer of promised goods or services. The consideration also can vary if our entitlement to the consideration is contingent on the occurrence or non-occurrence of a future event. We consider contingent research milestone payments to fall under the scope of variable consideration, which should be estimated for revenue recognition purposes at the inception of the contract and reassessed ongoing at the end of each reporting period.

We assess whether contingent research milestones should be considered variable consideration that should be constrained and thus not part of the transaction price. This includes an assessment of the probability that all or some of the milestone revenue could be reversed when the uncertainty around whether or not the achievement of each milestone is resolved, and the amount of reversal could be significant.

U.S. GAAP provides factors to consider when assessing whether variable consideration should be constrained. All of the factors should be considered, and no factor is determinate. We consider all relevant factors.

Royalty Revenue

For arrangements that include sales-based royalties, including milestone payments based on the level of sales, and the license is deemed to be the predominant item to which the royalties relate, we recognize revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied).

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Cost of Sales

Cost of sales represents production costs including raw materials, employee-related expenses, including salaries, related benefits, travel and share-based compensation expense for employees engaged in commercial manufacturing functions, external manufacturing costs including outsourced professional expenses services, allocated facilities costs, depreciation and other expenses, royalties payable to third-parties and other costs incurred in bringing inventories to their location and condition prior to sale. Cost of sales also includes the cost of all commercial product delivered to authorized treatment centers, including product delivered but not yet recognized as revenue, which is captured as deferred revenue, any cancelled orders, and product related to the patient access program. Cost of sales may also include costs related to excess or obsolete inventory adjustment charges and amortization expense of intangible assets.

Cost of sales for a newly launched product does not include the full cost of manufacturing until the initial pre-launch raw materials inventory is depleted. Thus, the cost of sales as a percentage of net sales of AUCATZYL for the three months ended March 31, 2025 was affected by use of the initial pre-launch raw materials inventory, which was previously expensed as research and development expense, and is referred to as zero cost inventories. We estimate our cost of sales as a percentage of net product revenue and will continue to be positively impacted as we sell product which includes some raw material inventory that was previously expensed prior to FDA approval.

Research and Development Expenses

Research and development expenses, net (“R&D”) consist of costs incurred in connection with the research and development of our product candidates, which are partially offset by research and development tax credits, including tax credits arising from the U.K. small and medium enterprise (“SME”) regime and research and development expenditure credit (“RDEC”) regime provided by His Majesty's Revenue and Customs (“HMRC”). We expense research and development costs as incurred. These expenses include:

•expenses incurred under agreements with CROs, as well as investigative sites and consultants that conduct our clinical trials, preclinical studies and other scientific development services;

•manufacturing scale-up expenses and the cost of acquiring and manufacturing preclinical and clinical trial materials;

•employee-related expenses, including salaries, related benefits, travel and share-based compensation expense for employees engaged in research and development functions;

•expenses incurred for outsourced professional scientific development services;

•costs for laboratory materials and supplies used to support our research activities;

•allocated facilities costs, depreciation and other expenses, which include rent and utilities; and

•upfront, milestone and management fees for maintaining licenses under our third-party licensing agreements.

We recognize external development costs based on an evaluation of the progress to completion of specific tasks using information provided to us by our service providers.

Our direct research and development expenses are tracked on a program-by-program basis for our product candidates and consist primarily of external costs, such as fees paid to outside consultants and CROs in connection with our preclinical development, manufacturing and clinical development activities. Our direct research and development expenses by program also include fees incurred under license agreements. We do not allocate employee costs or facility expenses, including depreciation or other indirect costs, to specific programs because these costs are deployed across multiple programs and, as such, are not separately classified. We use internal resources primarily to oversee research and development as well as for managing our preclinical development, process development, manufacturing and clinical development activities.

Research and development activities are central to our business model. Product candidates in later stages of clinical development generally have higher development costs than those in earlier stages of clinical development, primarily due to the increased size and duration of later-stage clinical trials. As a result, we expect that our research and development expenses will increase substantially over the next few years as we increase personnel costs, initiate and conduct additional clinical trials and prepare regulatory filings related to our product candidates. We also expect to incur additional expenses related to milestone, royalty payments and maintenance fees payable to third parties with whom we have entered into license agreements to acquire the rights related to our product candidates.

After consultation, we have been advised by HMRC that any sale of our obe-cel CAR T therapy to United Kingdom customers in the future will be considered an exempt supply from a United Kingdom VAT perspective. Consequently, we have assessed and restricted the amount of United Kingdom VAT we have historically reclaimed and will continue to do so in the future. The restriction will be based on the estimated United Kingdom market turnover as a percentage of global turnover. We currently expect revenue from United Kingdom customers to only represent a small proportion of our overall activity. If the proportion of revenue from United Kingdom customers increases this would further restrict the amount of United Kingdom input VAT recovered. Included in research and development expenses is historical irrecoverable input VAT previously claimed on research and development expenses and subsequently reversed.

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The successful development and commercialization of our product candidates is highly uncertain. At this time, we cannot reasonably estimate or know the nature, timing and costs of the efforts that will be necessary to complete the clinical development of any of our product candidates or when, if ever, material net cash inflows may commence from sales of any of our product candidates. This uncertainty is due to the numerous risks and uncertainties associated with development and commercialization activities, including the uncertainty of:

•the scope, progress, outcome and costs of our clinical trials and other research and development activities, including establishing an appropriate safety profile with IND-directed studies;

•successful patient enrollment in, and the initiation and completion of, clinical trials;

•the timing, receipt and terms of any marketing approvals from applicable regulatory authorities;

•establishing commercial manufacturing capabilities or making arrangements with third-party manufacturers;

•development and timely delivery of commercial-grade drug formulations that can be used in our clinical trials and for commercial manufacturing;

•obtaining, maintaining, defending and enforcing patent claims and other intellectual property rights;

•significant and changing government regulation;

•launching commercial sales of our product candidates, if and when approved, whether alone or in collaboration with others;

•maintaining a continued acceptable safety profile of the product candidates following approval; and

•significant competition and rapidly changing technologies within the biopharmaceutical industry.

We may never succeed in achieving regulatory approval for any of our product candidates other than AUCATZYL. We may obtain unexpected results from our clinical trials. We may elect to discontinue, delay or modify clinical trials of some product candidates or focus on others. Any changes in the outcome of any of these variables with respect to the development of our product candidates in clinical development could mean a significant change in the costs and timing associated with the development of these product candidates. For example, if the European Medicines Agency (“EMA”), the FDA, or another regulatory authority were to delay our planned start of clinical trials or require us to conduct clinical trials or other testing beyond those that we currently expect or if we experience significant delays in enrollment in any of our planned clinical trials, we could be required to expend significant additional financial resources and time on the completion of clinical development of that product candidate. Commercialization of our product candidates will take several years and millions of dollars in development costs.

U.K. Research and Development Tax Credits

Research and development expenditure is presented net of reimbursements from reimbursable tax and expenditure credits from the United Kingdom government. As a company that carries out extensive research and development activities, we benefit from the Research and Development tax incentives provided by United Kingdom tax legislation. The specific provisions available to claim under vary year on year dependent on the criteria met.

The benefits from United Kingdom research and development tax credits are recognized in the statements of operations and comprehensive loss as a reduction of research and development expenses and represents the sum of the research and development tax credits recoverable in the United Kingdom

The SME program has been particularly beneficial to us as under such program the trading losses that arise from our qualifying R&D activities can be surrendered for a cash rebate of up to 33.35% of qualifying expenditure incurred prior to April 1, 2023 and decreasing to 18.6% after April 1, 2023. The United Kingdom government enacted changes to the SME regime effective from April 1, 2023 which included the introduction of a new rate for R&D intensive companies of 27%. Qualifying expenditures largely comprise of employment costs for research staff, consumables, outsourced contract research organization costs and utilities costs incurred as part of research projects for which we do not receive income. A large proportion of costs relate to our pipeline research, clinical trials management and manufacturing development activities, all of which are being carried out by our subsidiary Autolus Limited, are eligible for inclusion within these tax credit cash rebate claims.

Under the RDEC program, the headline rate for qualifying R&D expenditure is 20% and can generate cash rebates of up to 15% on qualifying R&D expenditure.

Amendments to the current SME and RDEC programs contained in the Finance Act 2024 (unless limited exceptions apply) introduce (i) restrictions on the tax relief that can be claimed for expenditure incurred on sub-contracted R&D activities or externally provided workers, where such activities are not carried out in the United Kingdom or such workers are not subject to United Kingdom payroll taxes, and (ii) merge the SME and RDEC programs into a single scheme which would generate net cash benefit of up to 15% of the qualifying expenditure for profit making companies and up to 16.2% for loss making companies. These changes take effect from periods commencing after April 1, 2024.

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In the accounting period ending December 31, 2025, we will not qualify for relief under the SME program, based on size criteria concerning employee headcount, turnover and gross assets. However, we may make a claim under the merged RDEC regime, as detailed above.

Selling, General and Administrative Expenses

Selling, general and administrative expenses consist primarily of salaries, related benefits, travel and share-based compensation expense for personnel in executive, finance, legal and other administrative functions. Selling, general and administrative expenses also include allocated facility-related costs, patent filing and prosecution costs and professional fees for marketing, insurance, legal, consulting, accounting and audit services. Included in general and administrative expenses is historical irrecoverable input VAT previously claimed on general and administrative expenses and subsequently reversed.

We anticipate that our general and administrative expenses will increase in the future as we increase our headcount to support the planned development of our product candidates. We anticipate an increase in salaries and related benefits as a result of our preparation for commercial operations, especially as it relates to the sales and marketing of AUCATZYL and our other product candidates.

We have experienced, and expect to continue to experience, increased expense with being a public company, including increased accounting, audit, legal, regulatory and compliance costs associated with maintaining compliance with Nasdaq listing rules and the SEC requirements, director and officer insurance premiums, as well as higher investor and public relations costs. Additionally, should we fail to maintain our status as a foreign private issuer, we would expect to incur increased expenses to remain compliant with applicable SEC and Nasdaq requirements.

Other income (expenses), net

Other income (expense), net consist primarily of sublease income and gains or losses arising from the termination of leases.

Foreign Exchange Gains (Losses), Net

Foreign exchange gains (losses), net primarily consist of foreign currency transaction gains and losses arising from transactions denominated in foreign currencies.

Interest Income

Interest income primarily relates to interest on cash, cash equivalents and available-for-sale debt securities and is presented net of amortization or accretion of the premium or discount on purchase and sales of the debt securities.

Interest Expense, Net

Interest expense, net consists primarily of interest expense arising from amortization of the liabilities related to future royalties and milestones, pursuant to our collaboration agreements with BXLS V - Autobahn L.P, (“Blackstone”) and BioNTech SE (“BioNTech”), using the effective interest rate method. On a quarterly basis, we assess the expected present value of the future Blackstone and BioNTech payments under the Blackstone Collaboration Agreement and BioNTech Agreements which may be received by us and future royalties and sales milestone payments to Blackstone and BioNTech which may be paid by us. To the extent the amount or timing of such receipts or payments is materially different than our previous estimates we record a cumulative catch-up adjustment to the liabilities related to future royalties and milestones. The adjustment to the carrying amount is recognized as an adjustment to interest expense in the period in which the change in estimate occurred.

Income Tax (Expense) Benefit

We are subject to corporate taxation in the United Kingdom, United States, Germany and Switzerland. Due to the nature of our business, we have generated losses since inception. Our income tax (expense) benefit recognized represents the sum of income tax payable or receivable in the United Kingdom and in the United States.

Un-surrendered United Kingdom losses may be carried forward indefinitely to be offset against future taxable profits, subject to numerous utilization criteria and restrictions. The amount that can be offset each year is limited to £5.0 million plus an incremental 50% of United Kingdom taxable profits. After accounting for tax credits receivable, we had accumulated tax losses for carry forward in the United Kingdom of $545.6 million at December 31, 2024. A valuation allowance has been recognized against our deferred tax asset relating to our United Kingdom losses. We carried a $2.8 million deferred tax asset balance related to the United States entity at March 31, 2025 for which a valuation allowance of $1.8 million was applied. At March 31, 2025, we recorded a full valuation allowance against the net deferred tax asset in the United Kingdom, as the recoverability due to future taxable profits was uncertain.

In the event we generate revenues in the future, we may benefit from the United Kingdom “patent box” regime that allows profits attributable to revenues from patents or patented products to be taxed at an effective rate of 10%.

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Results of Operations

Comparison of Three Months Ended March 31, 2025 and 2024

The following table summarizes our results of operations for the three months ended March 31, 2025, and 2024 (in thousands):

	Three Months Ended March 31,				Change		Change
	2025		2024		(in thousands)		(in percentage)
Revenue:
Product revenue, net	$	8,982	$	—	$	8,982	100	%
License revenue	—		10,091		(10,091)		(100)	%
Total revenue, net	8,982		10,091		(1,109)		(11)	%
Cost and operating expenses:
Cost of sales	(17,951)		—		(17,951)		100	%
Research and development expenses, net	(26,734)		(30,671)		3,937		(13)	%
Selling, general and administrative expenses	(29,534)		(18,177)		(11,357)		62	%
Loss on disposal of property and equipment	(3)		—		(3)		100	%
Loss from operations	(65,240)		(38,757)		(26,483)		68	%
Other income (expense):
Other income (expenses), net	129		(300)		429		(143)	%
Foreign exchange gains (losses), net	1,181		(1,305)		2,486		(190)	%
Interest income	6,137		6,933		(796)		(11)	%
Interest expense, net	(10,143)		(19,269)		9,126		(47)	%
Total other income (expense), net	(2,696)		(13,941)		11,245		(81)	%
Net loss before income tax	(67,936)		(52,698)		(15,238)		29	%
Income tax (expense) benefit	(2,225)		8		(2,233)		(27913)	%
Net loss	$	(70,161)	$	(52,690)	$	(17,471)	33	%

Product Revenue, Net

During the three months ended March 31, 2025, we generated product revenue, net in the amount of $9.0 million, from the sale of AUCATZYL in the United States, We did not generate any product revenue, in the three months ended March 31, 2024, as AUCATZYL was approved by the FDA for commercial use on November 8, 2024.

License Revenue

We did not recognize any license revenues during the three months ended March 31, 2025. License revenue amounting to $10.1 million for the three months ended March 31, 2024, relates to license revenue recognized pursuant to the License and Option Agreement with BioNTech.

Cost of Sales

In the three months ended March 31, 2025, we recognized cost of sales of $18.0 million, primarily consisting of salaries and other employment related costs, including share-based compensation expense, for personnel involved in AUCATZYL manufacturing activities, as well as outsourced professional services. These costs also included direct production costs for commercial product manufacturing and allocated facility costs such as maintenance, depreciation, utilities and rent. We did not recognize any cost of sales in the three months ended March 31, 2024, as AUCATZYL was not approved by the FDA for commercial use until November 8, 2024.

Certain manufacturing expenses incurred prior to AUCATZYL receiving the FDA approval were classified as research and development expenses, resulting in zero cost inventory. If cost of sales included previously expensed inventories, the total cost of sales with these manufacturing costs included for the three months ended March 31, 2025, would have increased by approximately $2.4 million.

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Research and Development Expenses

The following tables provide additional detail on our research and development expenses (in thousands):

	Three Months Ended March 31,				Change (in thousands)		Change (in percentage)
	2025		2024
Direct research and development expenses
B cell malignancies (Obe-cel & AUTO1/22)	$	10,643	$	4,309	$	6,334	147	%
Other projects (AUTO4, AUTO5, AUTO6, AUTO7 & AUTO8)	168		168		—		—	%
Total direct research and development expense	$	10,811	$	4,477	$	6,334	141	%
Indirect research and development expenses and unallocated costs:
Personnel related (including share-based compensation)	$	13,396	$	15,403	(2,007)		(13)	%
Indirect research and development expense*	2,527		10,791		(8,264)		(77)	%
Total research and development expenses	$	26,734	$	30,671	$	(3,937)	(13)	%
* Indirect research and development expense is net of United Kingdom research and development tax credits

Research and development expenses decreased by $3.9 million to $26.8 million for the three months ended March 31, 2025 from $30.7 million for the three months ended March 31, 2024 primarily due to:

•a decrease of $6.1 million related to our information technology infrastructure and support for information systems related to an allocation of expense from research and development to cost of sales and inventories related to commercial manufacturing following FDA approval of AUCATZYL in November 2024; and

•a decrease of $2.0 million in salaries and other employment related costs including share-based compensation expense, which was mainly driven by the reallocation of employees to commercial manufacturing activities included in cost of sales and inventories; offset by:

•an increase of $3.1 million in clinical trial costs, clinical manufacturing costs and material transportation costs relating to research and development activities; and

•a decrease of $1.1 million in United Kingdom R&D tax credits (increase in R&D expense) due to no longer being eligible for the SME scheme and moving to the merged RDEC from January 1, 2025, and lower qualifying spend.

Selling, General and Administrative Expenses

Selling, general and administrative expenses increased by $11.4 million to $29.5 million for the three months ended March 31, 2025 from $18.2 million for the three months ended March 31, 2024 primarily due to:

•an increase of $7.9 million in salaries and other employment related costs including share-based compensation expenses, which was mainly driven by an increase in the number of employees engaged in general and administrative activities;

•an increase of $1.7 million in commercial readiness costs including legal and professional fees due to increased commercial readiness activities being undertaken; and

•an increase of $1.7 million in information technology infrastructure and support for information systems and facility costs relating to the conduct of corporate and commercial operations including increase in space utilized for these activities.

Foreign Exchange Gains (Losses), Net

Foreign exchange gains (losses), net increased to a gain of $1.2 million for the three months ended March 31, 2025 from a loss of $1.3 million for the three months ended March 31, 2024. The gains and losses rises on a variety of items, including on U.S. dollar monetary assets and liabilities held by our main operating subsidiary in the United Kingdom, including our cash and cash equivalents and liabilities related to future royalties and milestones.

Interest Income

Interest income decreased to $6.1 million for the three months ended March 31, 2025, as compared to $6.9 million for the three months ended March 31, 2024. The decrease in interest income of $0.8 million primarily relates to lower aggregate balances associated with our cash, cash equivalents and marketable securities during the three months ended March 31, 2025 as compared to the three months ended March 31, 2024.

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Interest Expense, Net

Interest expense, net decreased to $10.1 million for the three months ended March 31, 2025 as compared to $19.3 million for the three months ended March 31, 2024. Interest expense, net decreased by $9.1 million primarily due to lower liabilities related to future royalties and milestone, net balances as of March 31, 2025 compared to March 31, 2024 in relation to the Collaboration Agreement with Blackstone and the BioNTech License and Option Agreement.

Liquidity and Capital Resources

As of May 8, 2025, we have one product approved for commercial sale in the United States, AUCATZYL, with the first commercial sale occurring in January 2025. Although we have recorded product revenue for sales of AUCATZYL, we have continued to incur operating losses and generate cumulative negative cash flows from our operations since our inception. We have an accumulated deficit of $1,169.4 million as of March 31, 2025.

We expect to incur significant expenses and operating losses for the foreseeable future as we market AUCATZYL and advance our other product candidates through preclinical and clinical development and seek regulatory approval and pursue commercialization of any additional approved products. As a result, we will need significant additional capital to fund our operations until such time as we can generate significant revenue from sales of AUCATZYL or other products.

We have funded our operations to date primarily with proceeds from government grants, sales of our equity securities, through public offerings and pursuant to our at-the-equity market facility, through United Kingdom research and development tax credits and receipts from the SME and RDEC schemes, out-licensing arrangements and strategic collaboration and financing agreements. From our inception in 2014 through March 31, 2025, we have raised an aggregate of $1.7 billion from these capital sources.

As of March 31, 2025, we had cash and cash equivalents of $95.8 million and available-for-sale debt securities of $420.8 million.

Cash Flows

The following table summarizes our cash flows for each of the periods presented (in thousands):

	Three Months Ended March 31,
	2025		2024
Net cash used in operating activities	$	(75,565)	$	(40,514)
Net cash used in investing activities	(59,547)		(533)
Net cash provided by financing activities	—		561,441
Effect of exchange rate changes on cash, cash equivalents and restricted cash	3,558		(1,185)
Net (decrease) increase in cash, cash equivalents and restricted cash	$	(131,554)	$	519,209

Net Cash Used in Operating Activities

During the three months ended March 31, 2025, operating activities used $75.6 million of cash, resulting from our net loss of $70.2 million and net cash used resulting from changes in our operating assets and liabilities of $17.7 million, partially offset by non-cash charges of $12.3 million. The non-cash charges related to interest expense on liabilities related to future royalties and milestones, net, of $10.1 million, share-based compensation of $2.9 million, depreciation of $2.0 million, non-cash operating lease expense of $1.0 million, deferred income tax of $0.5 million and amortization of $0.3 million, which was offset by accretion on investments of $2.6 million and foreign exchange differences of $1.9 million. Net cash used in operating activities resulting from changes in our operating assets and liabilities for the three months ended March 31, 2025 consisted primarily of an increase in accounts receivable of $14.3 million, an increase in inventories of $10.1 million and a decrease in accrued expenses and other liabilities of $3.8 million, offset by an increase in deferred revenue of $4.7 million, an increase of $3.2 million in our operating lease liability, an increase in accounts payable of $1.9 million, and a net decrease of $0.7 million in prepaid expenses and other current and non-current assets.

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During the three months ended March 31, 2024, operating activities used $40.5 million of cash, resulting from our net loss of $52.7 million, and net cash used resulting from changes in our operating assets and liabilities of $13.8 million, partially offset by non-cash charges of $26.0 million. The non-cash charges related to interest expense accrued and cumulative catch-up adjustment of $19.3 million, share-based compensation of $2.3 million, depreciation and amortization of $1.8 million, foreign exchange differences of $1.7 million, and non-cash operating lease expense of $1.1 million, which was offset by deferred income tax movement of $0.2 million. Net cash used in operating activities resulting from changes in our operating assets and liabilities for the three months ended March 31, 2024 consisted primarily of a net increase of $10.1 million in prepaid expenses and other current and non-current assets, a decrease of $1.2 million in our operating lease liability, and an increase in accrued expenses and other liabilities of $3.8 million, offset by an increase in accounts payable of $1.3 million.

Net Cash Used in Investing Activities

During the three months ended March 31, 2025 and 2024, we used $59.5 million and $0.5 million, respectively, of cash in investing activities. Net cash used in investing activities during the three months ended March 31, 2025 consisted of $71.3 million investment in marketable securities and of $8.2 million purchases of property and equipment offset by $20.0 million of maturity and redemption of marketable securities for the three months ended March 31, 2025. During the three months ended March 31, 2024, net cash used in investing activities related to the purchase of property and equipment.

Net Cash Provided by Financing Activities

During the three months ended March 31, 2025, there was no cash provided by financing activities. During the three months ended March 31, 2024, net cash provided by financing activities of $561.4 million related to aggregate proceeds raised from the BioNTech Agreements and our underwritten offering of ADSs.

Funding Requirements

We expect our expenses to increase substantially in connection with our ongoing activities, particularly as we begin to market and sell AUCATZYL, operate our new commercial manufacturing facility and advance the preclinical activities and clinical trials of our other product candidates. Our expenses will increase as we:

•establish and expand our sales, marketing and distribution infrastructure in connection with commercializing AUCATZYL and other product candidates for which we may obtain marketing approval and intend to commercialize on our own or jointly;

•seek regulatory approvals for any other product candidates that successfully complete preclinical and clinical trials;

•hire additional manufacturing, clinical, medical and development personnel;

•expand our infrastructure and facilities to accommodate our growing employee base; and

•maintain, expand and protect our intellectual property portfolio.

Our primary uses of capital are compensation and related expenses, clinical costs, external research and development services, laboratory and related supplies, legal and other regulatory expenses, and administrative and overhead costs. Our future funding requirements will be heavily determined by the resources needed to support the development of our product candidates and commercialization of AUCATZYL. We also expect to incur significant commercialization expenses related to product manufacturing, sales, marketing and distribution, depending on where we choose to commercialize. We may also require additional capital to pursue in-licenses or acquisitions of other product candidates.

Based on our current clinical development and commercialization plans, we believe our existing cash and cash equivalents of $95.8 million and marketable securities of $420.8 million as of March 31, 2025, will enable us to fund our current and planned operating expenses and capital expenditure requirements for at least twelve months from the issuance of this Quarterly Report. We have based these estimates on assumptions that may prove to be wrong, and we could utilize our available capital resources sooner than we expect. If we receive regulatory approval for our other product candidates, we expect to incur significant commercialization expenses related to product manufacturing, sales, marketing and distribution, depending on where we choose to commercialize. We may also require additional capital to pursue in-licenses or acquisitions of other product candidates.

Because of the numerous risks and uncertainties associated with research, development and commercialization of pharmaceutical product candidates, we are unable to estimate the exact amount of our working capital requirements. Our future funding requirements will depend on and could increase significantly as a result of many factors, including:

•our ability to continue to execute our commercialization strategies for AUCATZYL and, if approved, our other product candidates;

•the scope, progress, outcome and costs of our clinical trials and other research and development activities;

•the costs, timing, receipt and terms of any marketing approvals from applicable regulatory authorities;

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•the costs of future activities, including product sales, medical affairs, marketing, manufacturing and distribution, for AUCATZYL or any of our product candidates for which we receive marketing approval;

•the revenue, if any, received from commercial sale of AUCATZYL or our other product candidates, should any receive marketing approval;

•the costs and timing of hiring new employees to support our continued growth;

•the costs of preparing, filing and prosecuting patent applications, maintaining and enforcing our intellectual property rights and defending intellectual property-related claims; and

•the extent to which we in-license or acquire additional product candidates or technologies.

Until such time, if ever, that we can generate product revenue sufficient to achieve profitability, we expect to finance our cash needs through a combination of public or private equity offerings, reimbursable United Kingdom research and development tax credits and receipts from the SME and RDEC schemes, out-licensing agreements, or strategic collaboration agreements. To the extent that we raise additional capital through the sale of equity, the ownership interest of existing shareholders will be diluted. If we raise additional funds through other third-party funding, collaborations agreements, strategic alliances, out-licensing agreements or marketing and distribution arrangements, we may have to relinquish valuable rights to our technologies, future revenue streams, research programs or product candidates or grant licenses on terms that may not be favorable to us. If we are unable to raise additional funds when needed, we may be required to delay, limit, reduce or terminate our product development or future commercialization efforts or grant rights to develop and market products or product candidates that we would otherwise prefer to develop and market ourselves.

Critical Accounting Policies and Significant Judgments and Estimates

Our management's discussion and analysis of our financial condition and results of operations is based on our unaudited condensed consolidated interim financial statements, which we have prepared in accordance with U.S. GAAP. The preparation of our unaudited condensed consolidated financial statements and related disclosures requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, costs and expenses, and the disclosure of contingent assets and liabilities in our unaudited condensed consolidated interim financial statements. We base our estimates on historical experience, known trends and events and various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. We evaluate our estimates and assumptions on an ongoing basis. Our actual results may differ from these estimates under different assumptions or conditions.

Below we have included an update to our significant judgments and accounting estimates from those included in our Annual Report.

Expected rebate and chargeback percentage for product revenue deductions

Since approval of AUCATZYL in the United States in November 2024, we have a short history of actual rebate claims or chargebacks, and such information may have limited predictive value. We use the expected value method to estimate expected rebate and chargeback percentages for revenue deductions, which considers the likelihood of a rebate or chargeback being applicable to sales. The proportion of sales subject to a rebate or chargeback is inherently uncertain and estimates are based on internal assumptions, which may change as we develop more product experience, and third-party data, which we assess for reliability and relevance.

We are subject to state government Medicaid and Tricare programs and other qualifying federal and state programs in the United States requiring rebates to be paid to participating state and local government entities, depending on the eligibility and circumstances of patients treated with AUCATZYL.

Our wholly-owned subsidiary in the US also participates in programs with government entities, the most significant of which are the DoD and the VA, and other parties, including covered entities under the 340B Program, whereby pricing on AUCATZYL is extended below list price to participating entities, including ATCs. These entities are entitled to purchase AUCATZYL at the lower program price by charging the Company the difference between their acquisition cost and the lower program price. Estimating expected rebate and chargeback percentages for revenue deductions is judgmental due to the time delay between the date of the sale to ATCs and the subsequent dates on which we are able to determine actual amounts of chargebacks and rebates.

We form estimates of the 340B Program, the DoD and the VA chargeback deductions by analyzing sell-through data relating to the hospital mix of onward sales made by ATCs. For Medicaid and TriCare, we form estimates based on information obtained from claims received, historical and estimated payor mix, setting of care, discount rates and other industry data, and external health coverage statistics. Judgment is applied to consider the relevance and reliability of information used to make these estimates.

As of March 31, 2025, our total accrued product revenue deductions were $0.5 million, including $0.3 million related to critical estimates subject to significant estimation uncertainty and judgment, as described above. These are included within accrued expenses and other current liabilities in the unaudited condensed consolidated balance sheet as of March 31, 2025.

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A 10% increase or decrease in estimates of expected rebate and chargeback percentages for amounts payable to governments or government agencies for the critical estimates described above would have resulted in a $0.2 million reduction or increase in Product revenue, net reported in the unaudited condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the three months ended March 31, 2025. We believe our expected values of accruals reported in the unaudited condensed Consolidated Balance Sheet are materially appropriate; however, due to the uncertainties and judgements outlined above, it is possible eventual amounts could significantly differ to these estimates.

Contractual Obligations

As of March 31, 2025, other than disclosed in Notes 15 to 16 to our unaudited condensed consolidated interim financial statements included in this report, there have been no material changes to our contractual obligations and commitments from those described under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report.

Recent Accounting Pronouncements Not Yet Adopted

A description of recently issued accounting pronouncements that may potentially impact our financial position and results of operations is disclosed in Note 2, “Summary of Significant Accounting Policies,” to our unaudited condensed consolidated interim financial statements included in this Quarterly Report.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

We are exposed to market risks in the ordinary course of our business, which are principally limited to interest rate fluctuations and foreign currency exchange rate fluctuations. We maintain significant amounts of cash that are in excess of federally insured limits in various currencies, placed with one or more financial institutions for varying periods according to expected liquidity requirements.

Interest Rate Risk

Our exposure to interest rate sensitivity is primarily impacted by changes in the underlying United States and United Kingdom bank interest rates. As of March 31, 2025, we had cash and cash equivalents of $95.8 million and marketable securities of $420.8 million, respectively. As of December 31, 2024, we had cash and cash equivalents of $227.4 million and marketable securities of $360.6 million, respectively. Our surplus cash has been invested in interest-bearing savings, money market funds and available for sale debt securities. An immediate hypothetical one percentage point change in interest rates would have resulted in a $1.0 million increase in interest income on our unaudited condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the three months ended March 31, 2025.

As of March 31, 2025 the Blackstone Collaboration Agreement Liability has a fixed effective interest rate and is not subject to any fluctuations due to interest rates. However, the effective interest rate for the BioNTech Liability may be subject to fluctuations due to the discretionary nature of certain contractual payments to us. We have no other debt outstanding that is subject to interest rate variability. The carrying amount of the Blackstone Collaboration Agreement Liability and BioNTech Liability is based on our estimate of the future royalties, milestones to be paid to Blackstone by us and the expected Blackstone Development Payment to be received over the life of the arrangement as discounted using the initial effective interest rate. The excess or deficit of estimated present value of future royalty, milestone payments and the future Blackstone Development Payment received over the carrying amount is recognized as a cumulative catch-up adjustment within interest expense, net using the effective interest rate.

Foreign Currency Exchange Risk

Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. Our exposure to the risk of changes in foreign exchange rates relates primarily to fluctuations in value of foreign currency cash and cash equivalent balances and liabilities relating to future royalties and milestones held by our main operating subsidiary in the United Kingdom, our operating activities in the United States, and outsourced supplier agreements denominated in currencies other than pound sterling. We minimize foreign currency risk by maintaining cash and cash equivalents of each currency at levels sufficient to meet foreseeable expenditure to the extent practical.

As of March 31, 2025, substantially of our cash and cash equivalents were held by one of our United Kingdom subsidiaries, of which approximately 55% were denominated in pound sterling and approximately 40% were denominated in U.S. dollars, with immaterial amounts denominated in euros and Swiss francs. The significant remainder of our cash and cash equivalents are held by our U.S. subsidiary and denominated in U.S. dollars.

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We maintain our accounting records in pounds sterling, our functional currency, and present our consolidated financial statements in U.S. dollars for financial reporting purposes. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at rates of exchange prevailing at the balance sheet dates. Non-monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing at the date of the transaction. Exchange gains or losses arising from foreign currency transactions are included in the determination of net income (loss) for the respective periods. We recorded foreign exchange gains of $1.2 million and foreign exchange losses of $1.3 million for the three months ended March 31, 2025 and 2024, respectively, which are included in foreign exchange (losses) gains, net in the unaudited condensed Consolidated Statements of Operations and Comprehensive Income (Loss).

Assets and liabilities are translated at the exchange rates at the balance sheet dates and revenue and expenses are translated at the average exchange rates and shareholders’ equity is translated based on historical exchange rates. Translation adjustments are not included in determining net income (loss) but are included in foreign exchange adjustment to accumulated other comprehensive income (loss), a component of shareholders’ equity.

We do not currently engage in currency hedging activities in order to reduce our currency exposure, but we may begin to do so in the future. Instruments that may be used to hedge future risks may include foreign currency forward and swap contracts. These instruments may be used to selectively manage risks, but there can be no assurance that we will be fully protected against material foreign currency fluctuations.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain “disclosure controls and procedures,” as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act, that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Securities and Exchange Act of 1934, as amended (“Exchange Act”) is accumulated and communicated to our management, including our principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)) under the Exchange Act as of March 31, 2025.

Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective at March 31, 2025.

Changes in Internal Control over Financial Reporting

No changes in our internal control over financial reporting (as defined in Rules 13a-15(e) and 15d – 15(e)) under the Exchange Act) occurred during the quarter ended March 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

From time to time, we may become involved in legal proceedings arising in the ordinary course of our business. We are not currently a party to any material legal proceedings, and we are not aware of any pending or threatened legal proceeding against us that we believe could have an adverse effect on our business, operating results or financial condition.

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Item 1A. Risk Factors.

Our business is subject to numerous risks. You should carefully consider and evaluate each of the following factors as well as the other information in this Quarterly Report on Form 10-Q, including our financial statements, and related notes, the risk factors discussed in our most recent Annual Report on Form 10-K, in evaluating our business and prospects. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently consider immaterial may also impair our business operations. If any of the following risks actually occur, our business and financial results could be harmed. In that case, the trading price our ADSs could decline. You should also consider the more detailed description of our business contained in our Annual Report on Form 10-K.

Our products and product candidates are subject to government price controls in certain jurisdictions that may affect our ability to ability to receive adequate coverage and reimbursement for AUCATZYL, which could make it difficult for us to sell AUCATZYL profitably.

The current Trump U.S. presidential administration is pursuing policies to reduce regulations and expenditures across government including at HHS, the FDA, CMS and related agencies. These actions, presently directed by executive orders or memoranda from the Office of Management and Budget, may propose policy changes that create additional uncertainty for our business. These actions may include, for example, directives to reduce agency workforce, rescinding a Biden administration executive order tasking the Center for Medicare and Medicaid Innovation, or CMMI, to consider new payment and healthcare models to limit drug spending and eliminating the Biden administration’s executive order that directed HHS to establishing an AI task force and developing a strategic plan. On April 1, 2025, CMS published Healthcare Common Procedure Coding System (“HCPCS”) application summaries and coding determinations, as well as the Outpatient Prospective Payment System (“OPPS”) Addendum B payment rates. AUCATZYL was included in these CMS publications, formalizing reimbursement for patients on government programs such as Medicare and Medicaid. The CMS policy splits the therapeutic dose of AUCATZYL into two administrations for coding and billing purposes. Because AUCATZYL is administered in two infusions approximately ten days apart, the CMS policy to bill each infusion separately may delay our and our treatment centers’ ability to recognize revenue from a particular treatment. We are working with our authorized treatment centers on implementing the allocation of costs and nonpayment risk in connection with the CMS policy and are assessing any potential impact on the timing of revenue recognition and the amount of rebates or chargebacks.

Market acceptance and sales of AUCATZYL will depend in part on the extent to which adequate reimbursement will be available from third-party payors, including government health administration authorities such as CMS. Third-party payors in the United States often rely upon Medicare coverage policy and payment limitations in setting their own coverage and reimbursement policies. Patients are unlikely to use our products, and providers are unlikely to prescribe our products, unless coverage is provided and reimbursement is adequate to cover a significant portion of the cost of our products and their administration, and is provided in a timely manner. Therefore, coverage and adequate reimbursement is critical to new medical product acceptance.

International trade policies, including tariffs, sanctions and trade barriers may adversely affect our business, financial condition, results of operations and prospects.

We operate in a global economy, and our business depends on a global supply chain for the development, manufacturing, and distribution of our pharmaceutical products, and for the advancement of our preclinical and clinical development programs. There is inherent risk, based on the complex relationships among the U.S. and the countries in which we conduct our business, that political, diplomatic, and national security factors can lead to global trade restrictions and changes in trade policies and export regulations that may adversely affect our business and operations. The current international trade and regulatory environment is subject to significant ongoing uncertainty. We source significant quantities of active pharmaceutical ingredients (“API”), precursor chemicals, and specialized equipment from international suppliers, with substantial reliance on foreign manufacturers. In addition, we manufacture all of our commercial supplies of AUCATZYL and clinical supplies of our other product candidates in the U.K. Tariff policies, particularly those affecting pharmaceutical products, could materially increase our costs and reduce our profitability, including as a result of our inability to adjust pricing in formulary-based markets. Recent and potential future changes in international trade policies, particularly regarding pharmaceutical-specific tariffs, present material risks to our operations and financial performance. Even if our own products are not directly subject to tariffs, the administration of a complex, rapidly changing tariff scheme by limited government personnel at the various U.S. ports of entry may prove challenging, and may create delays in our provision of commercial or clinical supply.

Recent policy discussions have included potential targeted tariffs or other trade measures specifically aimed at pharmaceutical products and ingredients as part of broader healthcare cost control or national security initiatives. Unlike consumer goods, pharmaceuticals face unique regulatory constraints that make rapid supply chain adjustments particularly difficult and costly. Should the current tariffs hold or additional tariffs be imposed specifically targeting pharmaceutical imports, our production costs could rise significantly, and it would be difficult and costly to qualify alternative sources within another country with a lower tariff rate or within the United States, as developing and qualifying alternative sources typically requires at least 18-24 months and substantial investment and regulatory approvals. Moreover, the dynamic and unpredictable tariff and trade landscape creates substantial uncertainty and significant planning challenges for our operations.

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Changes in tariff classifications, country-of-origin requirements, or customs procedures can occur with limited notice. This uncertainty complicates our long-term investment decisions regarding manufacturing facilities, supply chain optimization, and research and development locations.

Unlike many industries, our ability to pass increased costs to customers is limited by the structure of pharmaceutical pricing and reimbursement systems. Many of our products are included in formularies with pricing established through annual or multi-year contracts with commercial, third-party payors and pharmacy benefit managers, and reimbursement methodologies established by government programs, such as Medicare. These arrangements typically include fixed pricing terms that were negotiated prior to the implementation of the recently announced tariffs. As a result, and depending on the timing and scope of the implementation of these tariffs, cost increases due to tariffs may be difficult or impossible to pass through to customers until the next negotiation cycle, which could be up to 36 months away.

Current or future tariffs will also result in increased research and development expenses, including with respect to increased costs associated with APIs, raw materials, laboratory equipment and research materials and components. Trade restrictions could result in delays to our development timelines, either by directly affecting the import of materials necessary for our clinical trials and commercialization efforts, or by creating bottlenecks at United States ports of entry. Increased development costs and extended development timelines could place us at a competitive disadvantage compared to companies operating in regions with more favorable trade relationships and could reduce investor confidence and negatively impact our business, results of operations, financial condition and growth prospects.

The complexity of announced or future tariffs may also increase the risk that we or our customers or suppliers may be subject to civil or criminal enforcement actions in the United States or foreign jurisdictions related to compliance with trade regulations. Foreign governments may also adopt non-tariff measures, such as procurement preferences or informal disincentives to engage with, purchase from or invest in United States entities, which may limit our ability to compete internationally and attract non-U.S. investment, employees, customers and suppliers. Foreign governments may also take other retaliatory actions against United States entities, such as decreased intellectual property protection, increased enforcement actions, or delays in regulatory approvals, which may result in heightened international legal and operational risks. In addition, the United States and other governments have imposed and may continue to impose additional sanctions, such as trade restrictions or trade barriers, which could restrict us from doing business directly or indirectly in or with certain countries or parties and may impose additional costs and complexity to our business.

Trade disputes, tariffs, restrictions and other political tensions between the United States and other countries may also exacerbate unfavorable macroeconomic conditions including inflationary pressures, foreign exchange volatility, financial market instability, and economic recessions or downturns. The ultimate impact of current or future tariffs and trade restrictions remains uncertain and could materially and adversely affect our business, financial condition, and prospects. While we actively monitor these risks, any prolonged economic downturn or escalation in trade tensions could materially and adversely affect our business, ability to access the capital markets or other financing sources, results of operations, financial condition and prospects. In addition, tariffs and other trade developments have and may continue to heighten the risks related to the other risk factors described in our Annual Report for the fiscal year ended December 31, 2024.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

Insider Trading Arrangements

During the three months ended March 31, 2025, none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

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Item 6. Exhibits.

The following exhibits are either provided with this Quarterly Report on Form 10-Q or are incorporated herein by reference:

Exhibit number	Description
3.1	Articles of Association of Autolus Therapeutics plc (incorporated by reference to Exhibit 3.1 to our Registration Statement on Form F-1 (file no: 333-224720))
10.1*	Autolus Therapeutics plc - 2025 Inducement Plan
10.2*	Form of Stock Option Grant Notice and Stock Option Agreement for the Autolus Therapeutics plc - 2025 Inducement Plan.
10.3*	Form of Restricted Stock Unit Grant Notice and Award Agreement for the Autolus Therapeutics plc - 2025 Inducement Plan.
31.1*	Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**	Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS*	Inline XBRL Instance Document
101.SCH*	Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

+	Indicates management contract or compensatory plan.
†	Certain portions of the exhibit (indicated by asterisks) have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K. The registrant hereby undertakes to furnish supplementally a copy of any omitted exhibit or schedule upon request by the SEC.
#	Certain exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby undertakes to furnish supplementally a copy of any omitted exhibit or schedule upon request by the SEC.
*	Filed herewith
**	This certification is being furnished solely to accompany this Quarterly Report on Form 10-Q pursuant to 18 U.S.C. Section 1350, and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing of the registrant under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		Autolus Therapeutics plc
Date:	May 8, 2025	By:	/s/ Christian Itin, Ph.D.
			Name	Christian Itin, Ph.D.
			Title:	Chief Executive Officer
				(On Behalf of the Registrant and as Principal Executive Officer)
Date:	May 8, 2025	By:	/s/ Robert Dolski
			Name	Robert Dolski
			Title:	Chief Financial Officer
				(Principal Financial Officer and Principal Accounting Officer)

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EX-10.1

Exhibit 10.1

Autolus Therapeutics plc

2025 Inducement Plan

Adopted by the Board: March 27, 2025

1.General.

(a)Eligible Award Recipients. The only persons eligible to receive grants of Awards under this Plan are individuals who satisfy the standards for inducement grants under Nasdaq Marketplace Rule 5635(c)(4) or 5635(c)(3), if applicable, and the related guidance under Nasdaq IM 5635-1. A person who previously served as an Employee or Director will not be eligible to receive Awards under the Plan, other than following a bona fide period of non-employment. Persons eligible to receive grants of Awards under this Plan are referred to in this Plan as “Eligible Employees.” These Awards must be approved by either a majority of the Company’s “Independent Directors” (as such term is defined in Nasdaq Marketplace Rule 5605(a)(2)) (“Independent Directors”) or the Company’s compensation committee, provided such committee is comprised solely of Independent Directors of the Company (the “Independent Compensation Committee”) in order to comply with the exemption from the shareholder approval requirement for “inducement grants” provided under Rule 5635(c)(4) of the Nasdaq Marketplace Rules. Nasdaq Marketplace Rule 5635(c)(4) and the related guidance under Nasdaq IM 5635-1 (together with any analogous rules or guidance effective after the date hereof, the “Inducement Award Rules”).

(b)Available Awards. The Plan provides for the grant of the following types of Awards: (i) Nonstatutory Share Options; (ii) Share Appreciation Rights; (iii) Restricted Share Unit Awards; (iv) Performance Share Awards; (v) Performance Cash Awards; and (vi) Other Share Awards.

(c)Purpose. The Plan, through the granting of Awards, is intended to (i) provide a material inducement for certain individuals to enter into employment with the Company or an Affiliate within the meaning of Rule 5635(c)(4) of the Nasdaq Marketplace Rules, (ii) help the Company and any Affiliate secure and retain the services of Eligible Employees, (iii) provide incentives for such persons to exert maximum efforts for the success of the Company and any Affiliate, and (iv) provide a means by which such persons may benefit from increases in value of Shares.

(d)Employees’ Share Scheme. The Plan is intended to be an “employees’ share scheme” for the purposes of UK legislation.

2.Administration.

(a)Administration by Board. The Board will administer the Plan; provided, however, that Awards may only be granted by either (i) a majority of the Company’s Independent Directors or (ii) the Independent Compensation Committee. Subject to those constraints and the other Inducement Award Rules, the Board may delegate administration of the Plan to a Committee or Committees, as provided in Section 2(c). References to “the Board” or “the Committee” in the Plan shall be construed to mean either a majority of the Company’s Independent Directors or the Independent Compensation Committee to the extent necessary to comply with the Inducement Award Rules.

(b)Powers of Board. The Board will have the power, subject to, and within the limitations of, the express provisions of the Plan and the Inducement Award Rules:

(i)To determine (A) who will be granted Awards, (B) when and how each Award will be granted, (C) what type of Award will be granted, (D) the provisions of each Award (which need

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not be identical), including when a Participant will be permitted to exercise or otherwise receive Shares or cash under the Award, (E) the number of Shares subject to, or the cash value of, an Award, and (F) the Fair Market Value applicable to an Award; provided, however, that Awards may only be granted by either (i) a majority of the Company’s Independent Directors or (ii) the Independent Compensation Committee.

(ii)To construe and interpret the Plan and Awards granted under it, and to establish, amend and revoke rules and regulations for administration of the Plan and Awards. The Board, in the exercise of these powers, may correct any defect, omission or inconsistency in the Plan or in any Award Agreement, in a manner and to the extent it will deem necessary or expedient to make the Plan or Award fully effective.

(iii)To settle all controversies regarding the Plan and Awards granted under it.

(iv)To accelerate, in whole or in part, the time at which an Award may be exercised or vest (or at which Shares or cash may be issued in settlement thereof).

(v)To suspend or terminate the Plan at any time. Except as otherwise provided in the Plan (including Section 2(b)(viii)) or an Award Agreement, no suspension or termination of the Plan will materially impair a Participant’s rights under an outstanding Award without his or her written consent.

(vi)To amend the Plan in any respect the Board deems necessary or advisable, including, without limitation, by adopting amendments relating to certain nonqualified deferred compensation under Section 409A of the Code and/or ensuring that the Plan and Awards are exempt from or compliant with the requirements for nonqualified deferred compensation under Section 409A of the Code, subject to the limitations, if any, of applicable law. Except as otherwise provided in the Plan (including Section 2(b)(viii)) or an Award Agreement, no amendment of the Plan will materially impair a Participant’s rights under an outstanding Award without his or her written consent.

(vii)To submit any amendment to the Plan for shareholder approval if required by applicable law or listing requirements.

(viii)To approve forms of Award Agreements for use under the Plan and to amend the terms of any one or more outstanding Awards, including, but not limited to, amendments to provide terms more favorable to the Participant than previously provided in the Award Agreement, subject to any specified limits in the Plan that are not subject to Board discretion (including, without limitation, Section 2(e) below); provided, however, that except as otherwise provided in the Plan (including this Section 2(b)(viii)) or an Award Agreement, no amendment of an outstanding Award will materially impair a Participant’s rights under such Award without his or her written consent.

Notwithstanding the foregoing, (1) a Participant’s rights will not be deemed to have been impaired by any such amendment if the Board, in its sole discretion, determines that the amendment, taken as a whole, does not materially impair the Participant’s rights, and (2) subject to the limitations of applicable law, if any, the Board may amend the terms of any outstanding Award or the Plan (subject to Section 2(e) below), or may suspend or terminate the Plan, without the affected Participant’s consent, (A) to clarify the manner of exemption from, or to bring the Award or the Plan into compliance with, Section 409A of the Code, (if applicable) or (B) to comply with other applicable laws or listing requirements.

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(ix)Generally, to exercise such powers and to perform such acts as the Board deems necessary or expedient to promote the best interests of the Company and that are not in conflict with the provisions of the Plan or Awards.

(x)To adopt such procedures and sub-plans as are necessary or appropriate to permit participation in the Plan by Eligible Employees who are foreign nationals or employed outside the United States (provided that Board approval will not be necessary for immaterial modifications to the Plan or any Award Agreement that are required for compliance with the laws of the relevant foreign jurisdiction).

(xi)To prohibit the exercise of any Option, SAR or other exercisable Award during a period of up to sixty (60) days prior to or after the consummation of any pending share dividend, share split, combination or exchange of shares, merger, consolidation or other distribution (other than normal cash dividends) of Company assets to shareholders, or any other change affecting the Shares or the share price of the Shares including any Transaction, for reasons of administrative convenience.

(c)Delegation to Committee.

(i)General. Subject to the Inducement Award Rules, the Board may delegate some or all of the administration of the Plan to a Committee or Committees. If administration of the Plan is delegated to a Committee, the Committee will have, in connection with the administration of the Plan, the powers theretofore possessed by the Board that have been delegated to the Committee, including the power to delegate to a subcommittee of the Committee any of the administrative powers the Committee is authorized to exercise (and references in this Plan to the Board will thereafter be to the Committee or subcommittee, as applicable). Any delegation of administrative powers will be reflected in resolutions or the charter of the Committee (or subcommittee), not inconsistent with the provisions of the Plan, adopted from time to time by the Board or Committee (as applicable). The Committee may, at any time, abolish the subcommittee and/or revest in the Committee any powers delegated to the subcommittee. The Board may retain the authority to concurrently administer the Plan with the Committee and may, at any time, revest in the Board some or all of the powers previously delegated.

(ii)Rule 16b-3 Compliance. To the extent an Award is intended to qualify for the exemption from Section 16(b) of the Exchange Act that is available under Rule 16b-3, the Award will be granted by a Committee that consists solely of two or more Non-Employee Directors, as determined in accordance with Rule 16b-3 and thereafter, any action establishing or modifying the terms of the Award will be approved by a Committee meeting such requirements to the extent necessary for such exemption to remain available.

(d)Effect of Board’s Decision. All determinations, interpretations and constructions made by the Board in good faith will not be subject to review by any person and will be final, binding and conclusive on all persons.

(e)Cancellation and Re-Grant of Awards. Neither the Board nor any Committee will have the authority to (i) reduce the exercise or strike price of any outstanding Option or SAR or (ii) cancel any outstanding Option or SAR that has an exercise or strike price (per Share) greater than the then-current Fair Market Value of the Shares in exchange for cash or other Awards under the Plan, unless the shareholders of the Company have approved such an action within 12 months prior to such an event.

(f)Dividend Equivalents. Dividend equivalents may be paid or credited in respect of Shares covered by an Award (other than Options or Share Appreciation Rights), as determined by the Board and contained in the applicable Award Agreement. At the sole discretion of the Board, such

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dividend equivalents may be converted into additional Shares covered by the Award in such manner as determined by the Board. Any additional Shares covered by the Award credited by reason of such dividend equivalents will be subject to all of the same terms and conditions of the underlying Award Agreement to which they relate.

3.Shares Subject to the Plan.

(a)Share Reserve.

(i)Subject to Section 3(b) and any adjustments necessary to implement any Capitalization Adjustments, the aggregate number of Shares that may be issued pursuant to Awards from and after the Effective Date will not exceed 3,000,000 (three million) Shares (in each case including as part of the process for the issue of new ADSs) (the “Share Reserve”).

(ii)For clarity, the Share Reserve is a limit on the number of Shares that may be issued pursuant to the Plan. Accordingly, this Section 3(a) does not limit the granting of Awards except as provided in Section 7(a). Shares may be issued pursuant to Share Awards in connection with a merger or acquisition as permitted by Nasdaq Listing Rule 5635(c) or, if applicable, NYSE Listed Company Manual Section 303A.08, NYSE American Company Guide Section 711 or other applicable rule (any such Share Award, an “Acquisition Award”), and such issuance will not reduce the number of Shares available for issuance under the Plan.

(b)Reversion of Shares to the Share Reserve. If an Award or any portion thereof (i) expires or otherwise terminates without all of the Shares covered by such Award having been issued or (ii) is settled in cash (i.e., the Participant receives cash rather than Shares), such expiration, termination or settlement will not reduce (or otherwise offset) the number of Shares that may be available for issuance under the Plan. If any Shares issued pursuant to an Award are forfeited back to or repurchased by the Company because of the failure to meet a contingency or condition required to vest such Shares in the Participant, then the Shares that are forfeited or repurchased will revert to and again become available for issuance under the Plan. Any Shares reacquired by the Company in satisfaction of tax withholding obligations on an Award or as consideration for the exercise or purchase price of an Award will again become available for issuance under the Plan.

(c)Source of Shares. The Shares issuable under the Plan will be new Shares, treasury Shares or market purchase Shares.

4.Eligibility.

(a)Eligibility for Specific Awards. Awards may be granted only to Eligible Employees; provided, however, that Awards may not be granted to Eligible Employees who are providing Continuous Service only to any “parent” of the Company, as such term is defined in Rule 405, unless (i) the Shares underlying such Awards is treated as “service recipient stock” under Section 409A of the Code (for example, because the Awards are granted pursuant to a corporate transaction such as a spin off transaction) or (ii) the Company, in consultation with its legal counsel, has determined that such Awards are otherwise exempt from or alternatively comply with Section 409A of the Code.

(b)Approval Requirements. All Awards must be granted by either a majority of the Company’s Independent Directors or the Independent Compensation Committee in accordance with the Inducement Award Rules.

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5.Provisions Relating to Options and Share Appreciation Rights.

(a)Generally. Each Option or SAR Agreement will be in such form and will contain such terms and conditions as the Board deems appropriate. All Options will be Nonstatutory Share Options and, if certificates are issued, a separate certificate or certificates will be issued for Shares purchased on exercise. The terms and conditions of separate Option or SAR Agreements need not be identical; provided, however, that each Award Agreement will conform to (through incorporation of the provisions hereof by reference in the applicable Award Agreement or otherwise) the substance of each of the following provisions of this Section 5.

(b)Term. No Option or SAR will be exercisable after the expiration of 10 years from the date of its grant or such shorter period specified in the Award Agreement.

(c)Exercise or Strike Price. The Board will establish each Option’s and SAR’s exercise price and specify the exercise price in the Award Agreement. The exercise price will not be less than the nominal value of a Share and for Participants who are subject to tax in the United States not less than 100% of the Fair Market Value on the grant date of the Option or SAR. Notwithstanding the foregoing, for Participants who are subject to tax in the United States, an Option or SAR may be granted with an exercise or strike price (per Share) less than 100% of the Fair Market Value of the Shares on the date the Award is granted if such Award is granted pursuant to an assumption of, or substitution for, another option or share appreciation right pursuant to a Transaction and in a manner consistent with the provisions of Section 409A of the Code (if applicable). Each SAR will be denominated in Share equivalents.

(d)Payment of Exercise Price for Options. In order to exercise an Option, the Participant must provide notice of exercise to the Board in accordance with the procedures specified in the Option Agreement or otherwise provided by the Company. The Board has the authority to grant Options that do not permit all of the following methods of payment (or that otherwise restrict the ability to utilize certain methods) and to grant Options that require the consent of the Company to utilize a particular method of payment. The exercise price of an Option may be paid, to the extent permitted by applicable law and as determined by the Board in its sole discretion, by one or more of the methods of payment set forth below that are specified in the Option Agreement:

(i)by cash (including electronic funds transfers), check, bank draft or money order payable to the Company;

(ii)pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance of the Shares subject to the Option, results in either the receipt of cash (or check) by the Company or the receipt of irrevocable instructions to pay the aggregate exercise price to the Company from the sales proceeds;

(iii)by delivery to the Company (either by actual delivery or attestation) of Shares that are already owned by the Participant free and clear of any liens, claims, encumbrances or security interests, with a Fair Market Value on the date of exercise that does not exceed the exercise price, provided that (1) at the time of exercise the Shares are publicly traded, (2) any remaining balance of the exercise price not satisfied by such delivery is paid by the Participant in cash or other permitted form of payment, (3) such delivery would not violate any applicable law or agreement restricting the redemption of the Shares, (4) any certificated Shares are endorsed or accompanied by an executed assignment separate from certificate, and (5) such Shares have been held by the Participant for any minimum period necessary to avoid adverse accounting treatment as a result of such delivery;

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(iv)by a “net exercise” arrangement pursuant to which the Company will reduce the number of Shares issuable upon exercise by the largest whole number of Shares with a Fair Market Value on the date of exercise that does not exceed the aggregate exercise price, provided that (1) such Shares used to pay the exercise price, that are withheld to satisfy tax and/or social security withholding obligations, and that are delivered to the Participant as a result of such exercise will not be exercisable thereafter, and (2) any remaining balance of the exercise price not satisfied by such net exercise is paid by the Participant in cash or other permitted form of payment; or

(v)in any other form of legal consideration that may be acceptable to the Board and permissible under applicable law.

(e)Exercise and Payment of a SAR. To exercise any outstanding SAR, the Participant must provide written notice of exercise to the Company in compliance with the provisions of the Award Agreement evidencing such SAR. The appreciation distribution payable on the exercise of a SAR will be not greater than an amount equal to the excess of (A) the aggregate Fair Market Value (on the date of the exercise of the SAR) of a number of Shares equal to the number of Share equivalents in which the Participant is vested under such SAR, and with respect to which the Participant is exercising the SAR on such date, over (B) the aggregate strike price of the number of Share equivalents with respect to which the Participant is exercising the SAR on such date. The appreciation distribution may be paid in Shares, in cash, in any combination of the two or in any other form of consideration, as determined by the Board and contained in the Award Agreement evidencing such SAR.

(f)Vesting. The total number of Shares subject to an Option or SAR may vest and become exercisable in periodic installments that may or may not be equal. The Option or SAR may be subject to such other terms and conditions on the time or times when it may or may not be exercised (which may be based on the satisfaction of performance goals or other criteria) as the Board may deem appropriate. The vesting provisions of individual Options or SARs may vary. The provisions of this Section 5(f) are subject to any Option or SAR provisions governing the minimum number of Shares as to which an Option or SAR may be exercised.

(g)Termination of Continuous Service for Cause. Except as explicitly otherwise provided in the Award Agreement or other written agreement between a Participant and the Company, if a Participant’s Continuous Service is terminated for Cause, the Participant’s Options and SARs will terminate and be forfeited immediately upon such termination of Continuous Service, and the Participant will be prohibited from exercising any portion (including any vested portion) of such Awards on and after the date of such termination of Continuous Service and the Participant will have no further right, title or interest in such forfeited Award, the Shares subject to the forfeited Award, or any consideration in respect of the forfeited Award.

(h)Post-Termination Exercise Period Following Termination of Continuous Service for Reasons Other than Cause. Subject to Section 5(i), if a Participant’s Continuous Service terminates for any reason other than for Cause, the Participant may exercise his or her Option or SAR to the extent vested, but only within the following period of time or, if applicable, such other period of time provided in the Award Agreement or other written agreement between a Participant and the Company; provided, however, that in no event may such Award be exercised after the expiration of its maximum term (as set forth in Section 5(b)):

(i)three months following the date of such termination if such termination is a termination without Cause (other than any termination due to the Participant’s Disability or death);

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(ii)12 months following the date of such termination if such termination is due to the Participant’s Disability;

(iii)12 months following the date of such termination if such termination is due to the Participant’s death; or

(iv)12 months following the date of the Participant’s death if such death occurs following the date of such termination but during the period such Award is otherwise exercisable (as provided in (i) or (ii) above).

    Following the date of such termination, to the extent the Participant does not exercise such Award within the applicable Post-Termination Exercise Period (or, if earlier, prior to the expiration of the maximum term of such Award), such unexercised portion of the Award will terminate, and the Participant will have no further right, title or interest in the terminated Award, the Shares subject to the terminated Award, or any consideration in respect of the terminated Award.

(i)Restrictions on Exercise; Extension of Termination Date. A Participant may not exercise an Option or SAR at any time that the issuance of Shares upon such exercise would violate applicable law. Except as otherwise provided in the Award Agreement or other written agreement between a Participant and the Company, if a Participant’s Continuous Service terminates for any reason other than for Cause and, on the last business day of the applicable Post-Termination Exercise Period: (i) the exercise of the Participant’s Option or SAR would be prohibited solely because the issuance of Shares upon such exercise would violate applicable law, or (ii) the immediate sale of any Shares issued upon such exercise would violate the Company’s insider trading policy (including black-out periods) or a “lock-up” agreement undertaken in connection with an issuance of securities by the Company, then the applicable Post-Termination Exercise Period will be extended until the date that is thirty (30) days after the end of the legal prohibition, black-out period or lock-up agreement, as determined by the Company; provided, however, that in no event may such Award be exercised after the expiration of its maximum term (as set forth in Section 5(b)). Notwithstanding the foregoing, if a Participant, prior to the end of the term of an Option or SAR, violates the non-competition, non-solicitation, confidentiality or other similar restrictive covenant provisions of any employment contract, confidentiality and nondisclosure agreement or other agreement between the Participant and the Company or any of its Subsidiaries, the right of the Participant and the Participant’s transferees, as applicable, to exercise any Option or SAR issued to the Participant shall terminate immediately upon such violation, unless the Company otherwise determines. In addition, if, prior to the end of the term of an Option or SAR, a Participant is given notice by the Company or any of its Subsidiaries of the termination of the Participant’s Continuous Service by the Company or any of its Subsidiaries for Cause, and the effective date of such termination of Continuous Service is subsequent to the date of the delivery of such notice, the right of the Participant and the Participant’s transferees, as applicable, to exercise any Option or SAR issued to the Participant shall be suspended from the time of the delivery of such notice until the earlier of (i) such time as it is determined or otherwise agreed that the Participant’s Continuous Service will not be terminated for Cause as provided in such notice or (ii) the effective date of the Participant’s termination of Continuous Service by the Company or any of its Subsidiaries for Cause (in which case the right of the Participant and the Participant’s transferees, as applicable, to exercise any Option or SAR issued to the Participant will terminate immediately upon the effective date of such termination of Continuous Service).

(j)Non-Exempt Employees. If an Option or SAR is granted to an Eligible Employee who is a non-exempt employee for purposes of the Fair Labor Standards Act of 1938, as amended, the Option or SAR will not be first exercisable for any Shares until at least six months following the date of grant of

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the Option or SAR (although the Award may vest prior to such date). Consistent with the provisions of the Worker Economic Opportunity Act, (i) if such non-exempt employee dies or suffers a Disability, (ii) upon a Transaction in which such Option or SAR is not assumed, continued or substituted, (iii) a Change in Control, or (iv) upon the Participant’s retirement (as such term may be defined in the Participant’s Award Agreement, in another written agreement between the Participant and the Company or an Affiliate, or, if no such definition, in accordance with the Company’s or Affiliate’s then current employment policies and guidelines), the vested portion of any Options and SARs may be exercised earlier than six months following the date of grant. The foregoing provision is intended to operate so that any income derived by a non-exempt employee in connection with the exercise or vesting of an Option or SAR will be exempt from his or her regular rate of pay. To the extent permitted and/or required for compliance with the Worker Economic Opportunity Act to ensure that any income derived by a non-exempt employee in connection with the exercise, vesting or issuance of any Shares under any other Award will be exempt from the employee’s regular rate of pay, the provisions of this Section 5(j) will apply to all Awards and are hereby incorporated by reference into such Award Agreements.

6.Provisions of Awards Other than Options and SARs.

(a)Restricted Share Unit Awards. Each Restricted Share Unit Award Agreement will be in such form and will contain such terms and conditions as the Board deems appropriate. The terms and conditions of separate Restricted Share Unit Award Agreements need not be identical; provided, however, that each Restricted Share Unit Award Agreement will conform to (through incorporation of the provisions hereof by reference in the applicable Award Agreement or otherwise) the substance of each of the following provisions:

(i)Consideration. At the time of grant of a Restricted Share Unit Award, a majority of the Company’s Independent Directors or the Independent Compensation Committee will determine the consideration, if any, to be paid by the Participant upon delivery of each Share subject to the Restricted Share Unit Award. The consideration to be paid (including payment of nominal value) by the Participant for each Share subject to a Restricted Share Unit Award may be paid in any form of legal consideration that may be acceptable to the Board, in its sole discretion, and permissible under applicable law.

(ii)Vesting. At the time of the grant of a Restricted Share Unit Award, the Board may impose such restrictions on or conditions to the vesting of the Restricted Share Unit Award as it, in its sole discretion, deems appropriate.

(iii)Payment. A Restricted Share Unit Award may be settled by the delivery of Shares, their cash equivalent, any combination thereof or in any other form of consideration, as determined by the Board and contained in the Restricted Share Unit Award Agreement.

(iv)Additional Restrictions. At the time of the grant of a Restricted Share Unit Award, the Board, as it deems appropriate, may impose such restrictions or conditions that delay the delivery of the Shares (or their cash equivalent) subject to the Restricted Share Unit Award to a time after the vesting of the Restricted Share Unit Award.

(v)Termination of Continuous Service. Except as otherwise provided in the applicable Restricted Share Unit Award Agreement or other written agreement between a Participant and the Company or an Affiliate, if a Participant’s Continuous Service terminates, any portion of the Participant’s Restricted Share Unit Award that has not vested as of the date of such termination will be forfeited upon such termination.

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(b)Performance Awards. With respect to any Performance Share Award or Performance Cash Award (each, a “Performance Award”), the Board will determine the length of any Performance Period, the performance goals to be achieved during the Performance Period, the other terms and conditions of such Performance Award, and the measure of whether and to what degree such performance goals have been attained. In addition, the Board retains the discretion to define the manner of calculating the performance goals it selects to use for a Performance Period. To the extent permitted by applicable law and set forth in the applicable Award Agreement, the Board may determine that cash or other property may be used in payment of Performance Awards. Performance Awards that are settled in cash or other property are not required to be valued in whole or in part by reference to, or otherwise based on, the Shares.

(c)Other Share Awards. Other forms of Share Awards valued in whole or in part by reference to, or otherwise based on, Shares, including the appreciation in value thereof, may be granted either alone or in addition to Awards granted under Section 5 and this Section 6. Subject to the provisions of the Plan (including, but not limited to, Section 2(f)), a majority of the Company’s Independent Directors or the Independent Compensation Committee will have sole and complete authority to determine the persons to whom and the time or times at which such Other Share Awards will be granted, the number of Shares (or the cash equivalent thereof) to be granted pursuant to such Other Share Awards, and all other terms and conditions of such Other Share Awards.

7.Covenants of the Company.

(a)Availability of Shares. The Company will keep available at all times the number of Shares reasonably required to satisfy then-outstanding Awards.

(b)Securities Law Compliance. The Company will seek to obtain from each regulatory commission or agency having jurisdiction over the Plan the authority required to grant Awards and to issue and sell Shares upon exercise of the Awards; provided, however, that this undertaking will not require the Company to register under the Securities Act the Plan, any Award or any Shares issued or issuable pursuant to any such Award. If, after reasonable efforts and at a reasonable cost, the Company is unable to obtain from any such regulatory commission or agency the authority that counsel for the Company deems necessary for the lawful issuance and sale of Shares under the Plan, the Company will be relieved from any liability for failure to issue and sell Shares upon exercise of such Awards unless and until such authority is obtained. A Participant will not be eligible for the grant of an Award or the subsequent issuance of cash or Shares pursuant to the Award if such grant or issuance would be in violation of any applicable securities law.

(c)No Obligation to Notify or Minimize Taxes. The Company will have no duty or obligation to any Participant to advise such holder as to the time or manner of exercising an Award. Furthermore, the Company will have no duty or obligation to warn or otherwise advise such holder of a pending termination or expiration of an Award or a possible period in which the Award may not be exercised. The Company has no duty or obligation to minimize the tax or social security consequences of an Award to the holder of such Award.

8.Miscellaneous.

(a)Use of Proceeds from Sales of Shares. Proceeds from the sale of Shares issued pursuant to Awards will constitute general funds of the Company.

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(b)Corporate Action Constituting Grant of Awards. Corporate action constituting a grant by the Company of an Award to any Participant will be deemed completed as of the date of such corporate action, unless otherwise determined by the Board, regardless of when the instrument, certificate or letter evidencing the Award is communicated to, or actually received or accepted by, the Participant. In the event that the corporate records (e.g., Board consents, resolutions or minutes) documenting the corporate action constituting the grant contain terms (e.g., exercise price, vesting schedule or number of Shares) that are inconsistent with those in the Award Agreement or related grant documents as a result of a clerical error in the papering of the Award Agreement or related grant documents, the corporate records will control and the Participant will have no legally binding right to the incorrect term in the Award Agreement or related grant documents.

(c)Shareholder Rights. No Participant will be deemed to be the holder of, or to have any of the rights of a holder with respect to, any Shares subject to an Award unless and until (i) such Participant has satisfied all requirements for exercise of, or the issuance of Shares under, the Award pursuant to its terms, and (ii) the issuance of the Shares subject to such Award has been entered into the books and records of the Company.

(d)No Employment or Other Service Rights. Nothing in the Plan, any Award Agreement or any other instrument executed thereunder or in connection with any Award granted pursuant thereto will confer upon any Participant any right to continue to serve the Company or an Affiliate in the capacity in effect at the time the Award was granted or will affect the right of the Company or an Affiliate to terminate (i) the employment of an Employee with or without notice and with or without cause subject to applicable laws and the terms of the Employee’s employment agreement, if any, (ii) the service of a Director pursuant to the articles of association of the Company or an Affiliate, or (iii) the service of a Consultant pursuant to the terms of such Consultant’s agreement with the Company or an Affiliate, and any applicable provisions of the corporate law of the state in which the Company or the Affiliate is incorporated, as the case may be.

(e)Change in Time Commitment. In the event a Participant’s regular level of time commitment in the performance of his or her services for the Company or any Affiliate is reduced (for example, and without limitation, if the Participant is an Employee and has a change in status from a full-time Employee to a part-time Employee or takes an extended leave of absence) after the date of grant of any Award to the Participant, the Board has the right in its sole discretion to (i) make a corresponding reduction in the number of Shares or cash amount subject to any portion of such Award that is scheduled to vest or become payable after the date of such change in time commitment, and (ii) in lieu of or in combination with such a reduction, extend the vesting or payment schedule applicable to such Award. In the event of any such reduction, the Participant will have no right with respect to any portion of the Award that is so reduced or extended.

(f)Investment Assurances. The Company may require a Participant, as a condition of exercising or acquiring Shares under any Award, (i) to give written assurances satisfactory to the Company as to the Participant’s knowledge and experience in financial and business matters and/or to employ a purchaser representative reasonably satisfactory to the Company who is knowledgeable and experienced in financial and business matters and that he or she is capable of evaluating, alone or together with the purchaser representative, the merits and risks of exercising the Award and (ii) to give written assurances satisfactory to the Company stating that the Participant is acquiring Shares subject to the Award for the Participant’s own account and not with any present intention of selling or otherwise distributing the Shares. The foregoing requirements, and any assurances given pursuant to such requirements, will be inoperative if (A) the issuance of the Shares upon the exercise or acquisition of

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Shares under the Award has been registered under a then currently effective registration statement under the Securities Act or (B) as to any particular requirement, a determination is made by counsel for the Company that such requirement need not be met in the circumstances under the then applicable securities laws. The Company may, upon advice of counsel to the Company, place legends on share certificates issued under the Plan as such counsel deems necessary or appropriate in order to comply with applicable securities laws, including, but not limited to, legends restricting the transfer of the Shares.

(g)Withholding Obligations. Unless prohibited by the terms of an Award Agreement, the Company and its Affiliates may, in its sole discretion, satisfy any federal, state, local or foreign tax and social security withholding obligation relating to an Award by any of the following means or by a combination of such means: (i) causing the Participant to tender a cash payment; (ii)  withholding Shares from the Shares issued or otherwise issuable to the Participant in connection with the Award; (iii) withholding cash from an Award settled in cash; (iv) withholding payment from any amounts otherwise payable to the Participant; or (v) by such other method as may be set forth in the Award Agreement.

(h)Electronic Delivery. Any reference herein to a “written” agreement or document will include any agreement or document delivered electronically, filed publicly at www.sec.gov (or any successor website thereto) or posted on the Company’s intranet (or other shared electronic medium controlled by the Company to which the Participant has access).

(i)Deferrals. To the extent permitted by applicable law, the Board, in its sole discretion, may determine that the delivery of Shares or the payment of cash, upon the exercise, vesting or settlement of all or a portion of any Award may be deferred and may establish programs and procedures for deferral elections to be made by Participants. If applicable, deferrals by Participants will be made in accordance with Section 409A of the Code. Consistent with Section 409A of the Code (if applicable), the Board may provide for distributions while a Participant is still an employee or otherwise providing services to the Company or an Affiliate. The Board is authorized to make deferrals of Awards and determine when, and in what annual percentages, Participants may receive payments, including lump sum payments, following the Participant’s termination of Continuous Service, and implement such other terms and conditions consistent with the provisions of the Plan and in accordance with applicable law.

(j)Section 409A. If applicable,unless otherwise expressly provided for in an Award Agreement, the Plan and Award Agreements will be interpreted to the greatest extent possible in a manner that makes the Plan and the Awards granted hereunder exempt from Section 409A of the Code, and, to the extent not so exempt, in compliance with Section 409A of the Code. If the Board determines that any Award granted hereunder is not exempt from and is therefore subject to Section 409A of the Code, the Award Agreement evidencing such Award will incorporate the terms and conditions necessary to avoid the consequences specified in Section 409A(a)(1) of the Code, and to the extent an Award Agreement is silent on terms necessary for compliance with Section 409A of the Code, such terms are hereby incorporated by reference into the Award Agreement. Notwithstanding anything to the contrary in this Plan (and unless the Award Agreement specifically provides otherwise), if the Shares are publicly traded, and if a Participant holding an Award that constitutes “deferred compensation” under Section 409A of the Code is a “specified employee” for purposes of Section 409A of the Code, no distribution or payment of any amount under such Award that is due because of a “separation from service” (as defined in Section 409A of the Code without regard to alternative definitions thereunder) will be issued or paid before the date that is six months and one day following the date of such Participant’s “separation from service” or, if earlier, the date of the Participant’s death, unless such distribution or payment may be made in a manner that complies with Section 409A of the Code, and any amounts so deferred will be paid in a

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lump sum on the day after such six-month period elapses, with the balance paid thereafter on the original schedule.

(k)Clawback/Recovery. All Awards granted under the Plan will be subject to recoupment in accordance with the Autolus Therapeutics plc Policy for Recoupment of Incentive Compensation, any clawback policy that the Company is required to adopt pursuant to the listing standards of any national securities exchange or association on which the Company’s securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law, and any other clawback policy that the Company adopts and maintains from time to time. In addition, the Board may impose such other clawback, recovery or recoupment provisions in an Award Agreement as the Board determines necessary or appropriate, including, but not limited to, a reacquisition right in respect of previously acquired Shares or other cash or property upon the occurrence of Cause. No recovery of compensation under such a clawback policy will be an event giving rise to a right to resign for “good reason” or “constructive termination” (or similar term) under any agreement with the Company or an Affiliate.

(l)Transferability. Except as the Board may determine or provide in an Award Agreement or otherwise (to the extent not prohibited by applicable tax and securities laws), Awards may not be sold, assigned, transferred, pledged or otherwise encumbered, either voluntarily or by operation of law, , except on Participant’s death, and, during the life of the Participant, will be exercisable only by the Participant. Notwithstanding the foregoing, the Board may, in its sole discretion, permit transfer of an Award pursuant to a domestic relations order or in such other manner that is not prohibited by applicable tax and securities laws upon the Participant’s request and provided that the Participant and the transferee enter into a transfer agreement and other agreements as required by the Company.

(m)Lock-Up Period. The Company may, at the request of any underwriter representative or otherwise, in connection with registering the offering of any Company securities under the Securities Act, prohibit Participants from, directly or indirectly, selling or otherwise transferring any Shares or other Company securities during a period of up to one hundred eighty days (180) following the effective date of a Company registration statement filed under the Securities Act, or such longer period as determined by the underwriter.

9.Adjustments upon Changes in Shares; Other Transactions.

(a)Capitalization Adjustments. In the event of a Capitalization Adjustment, the Board will appropriately and proportionately adjust: (i) the class(es) and maximum number of securities subject to the Plan pursuant to Section 3(a); and (ii) the class(es) and number of securities and price per Share subject to outstanding Awards. The Board will make such adjustments and its determination will be final, binding and conclusive.

(b)Transactions. In the event of a Transaction, the Board, on such terms and conditions as it deems appropriate, either by the terms of the applicable Award Agreement or by action taken prior to the occurrence of such Transaction (except that action to give effect to a change in applicable law or accounting principles may be made within a reasonable period of time after such change) and either automatically or upon the Participant’s request, is hereby authorized to take any one or more of the following actions whenever the Board determines that such action is appropriate in order to (x) prevent dilution or enlargement of the benefits or potential benefits intended by the Company to be made available under the Plan or with respect to any Award granted or issued under the Plan, (y) to facilitate such Transaction or (z) give effect to such changes in applicable law or accounting principles:

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(i)To provide for the cancellation of any such Award in exchange for either an amount of cash or other property with a value equal to the amount that could have been obtained upon the exercise or settlement of the vested portion of such Award or realization of the Participant’s rights under the vested portion of such Award, as applicable; provided that, if the amount that could have been obtained upon the exercise or settlement of the vested portion of such Award or realization of the Participant’s rights, in any case, is equal to or less than zero (as determined by the Board in its discretion), then the Award may be terminated without payment. In addition, such payments under this provision may, in the Board’s discretion, be delayed to the same extent that payment of consideration to the holders of Shares in connection with the Transaction is delayed as a result of escrows, earn outs, holdbacks or any other contingencies;

(ii)To provide that such Award shall vest and, to the extent applicable, be exercisable as to all Shares covered thereby, notwithstanding anything to the contrary in the Plan or the applicable Award Agreement;

(iii)To provide that such Award shall be assumed by the successor or survivor corporation, or a parent or subsidiary thereof, or shall be substituted for by awards covering the equity securities of the successor or survivor corporation, or a parent or subsidiary thereof, with appropriate adjustments as to the number and kind of securities and/or applicable exercise or purchase price, in all cases, as determined by the Board;

(iv)To make adjustments in the number and type of Shares (or other securities or property) subject to outstanding Awards and/or with respect to which Awards may be granted under the Plan (including, but not limited to, adjustments of (1) the limitations on the maximum number of Shares which may be issued under the Plan pursuant to Section 3(a) and (2) the kind of securities which may be issued under the Plan) and/or in the terms and conditions of (including the grant or exercise price), and the criteria included in, outstanding Awards;

(v)To replace such Award with other rights or property selected by the Board; and/or

(vi)To provide that the Award will terminate and cannot vest, be exercised or become payable after the applicable Transaction.

    The Board need not take the same action or actions with respect to all Awards or portions thereof or with respect to all Participants. The Board may take different actions with respect to the vested and unvested portions of an Award.

(c)Appointment of Shareholder Representative. As a condition to the receipt of an Award under this Plan, a Participant will be deemed to have agreed that the Award will be subject to the terms of any agreement governing a Transaction involving the Company, including, without limitation, a provision for the appointment of a shareholder representative that is authorized to act on the Participant’s behalf with respect to any escrow, indemnities and any contingent consideration.

(d)No Restriction on Right to Undertake Transactions. The grant of any Award under the Plan and the issuance of Shares pursuant to any Award does not affect or restrict in any way the right or power of the Company or the shareholders of the Company to make or authorize any adjustment, recapitalization, reorganization or other change in the Company’s capital structure or its business, any merger or consolidation of the Company, any issue of Shares or of options, rights or options to purchase Shares or of bonds, debentures, preferred or prior preference shares whose rights are superior to or affect

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the Shares or the rights thereof or which are convertible into or exchangeable for Shares, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.

10.Termination or Suspension of the Plan.

(a)Termination or Suspension. The Board may suspend or terminate the Plan at any time. No Awards may be granted under the Plan while the Plan is suspended or after it is terminated.

(b)No Impairment of Rights. Suspension or termination of the Plan will not materially impair rights and obligations under any Award granted while the Plan is in effect except with the written consent of the affected Participant or as otherwise permitted in the Plan (including Section 2(b)(viii)) or an Award Agreement.

11.Effective Date of Plan.

The Plan will become effective on the Effective Date.

12.Governing Law and Jurisdiction.

13.The Plan and all Awards, including any non-contractual obligations arising in connection therewith, will be governed by and interpreted in accordance with the laws of England and Wales, disregarding any jurisdiction’s choice-of-law principles requiring the application of a jurisdiction’s laws other than that of England and Wales and the courts of England and Wales shall have exclusive jurisdiction to hear any dispute.

14.Definitions. As used in the Plan, the following definitions will apply to the capitalized terms indicated below:

(a)“ADSs” means American Depositary Shares, representing Ordinary Shares on deposit with a U.S. banking institution selected by the Company and which are registered pursuant to a Form F-6.

(b)“Affiliate” means, at the time of determination, any “parent” or “subsidiary” of the Company as such terms are defined in Rule 405. The Board will have the authority to determine the time or times at which “parent” or “subsidiary” status is determined within the foregoing definition.

(c)“Award” means (i) a Nonstatutory Share Option, (ii) a Share Appreciation Right, (iii) a Restricted Share Unit Award, (iv) a Performance Share Award, (v) a Performance Cash Award, or (vi) an Other Share Award.

(d)“Award Agreement” means a written agreement between the Company and a Participant evidencing the terms and conditions of an Award.

(e)“Board” means the Board of Directors of the Company.

(f)“Capitalization Adjustment” means any change that is made in, or other events that occur with respect to, the Shares subject to the Plan or subject to any Award after the Effective Date without the receipt of consideration by the Company through merger, consolidation, reorganization, recapitalization, reincorporation, share dividend, dividend in property other than cash, large nonrecurring cash dividend, share split, reverse share split, liquidating dividend, combination of shares, exchange of

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shares, change in corporate structure or any similar equity restructuring transaction. Notwithstanding the foregoing, the conversion of any convertible securities of the Company will not be treated as a Capitalization Adjustment.

(g)“Cause”means (i) if a Participant is a party to a written employment or consulting agreement with the Company or any of its Subsidiaries or an Award Agreement in which the term “cause” is defined (a “Relevant Agreement”), “Cause” as defined in the Relevant Agreement, and (ii) if no Relevant Agreement exists, (A) the Board’s determination that the Participant failed to substantially perform the Participant’s duties (other than a failure resulting from the Participant’s Disability); (B) the Board’s determination that the Participant failed to carry out, or comply with any lawful directive of the Board or the Participant’s immediate supervisor; (C) the occurrence of any act or omission by the Participant that could reasonably be expected to result in (or has resulted in) a criminal offence (other than a road traffic offence for which no custodial sentence is imposed) and the Participant’s conviction, plea of no contest, plea of nolo contendere, or imposition of unadjudicated probation for any felony or indictable offence or crime involving fraud, dishonesty or moral turpitude (or equivalent in any jurisdiction); (D) the Participant’s unlawful use (including being under the influence) or possession of illegal drugs on the premises of the Company or any of its Subsidiaries or while performing the Participant’s duties and responsibilities for the Company or any of its Subsidiaries; (E) the Participant’s commission of (or attempted commission of) an act of fraud, embezzlement, misappropriation, misconduct, or breach of fiduciary duty against the Company or any of its Subsidiaries; (F) the Participant’s unauthorised use or disclosure of the confidential information or trade secrets of the Company or any Subsidiary; or (G) the Participant’s material violation of any contract or agreement between the Participant and the Company (or Subsidiary) or of any statutory duty owed to the Company (or Subsidiary) or such Participant’s material failure to comply with the written policies or rules of the Company (or Subsidiary).

(h)“Change in Control” means and includes each of the following:

(i)a Sale; or

(ii)a Takeover.

The Board shall have full and final authority, which shall be exercised in its sole discretion, to determine conclusively whether a Change in Control has occurred pursuant to the above definition, the date of the occurrence of such Change in Control and any incidental matters relating thereto; provided that any exercise of authority in conjunction with a determination of whether a Change in Control is a “change in control event” as defined in Treasury Regulation Section 1.409A-3(i)(5) shall be consistent with such regulation.

Notwithstanding the foregoing or any other provision of this Plan, the term Change in Control shall not include a sale of assets, merger or other transaction effected exclusively for the purpose of changing the domicile of the Company.

(i)“Code” means the Internal Revenue Code of 1986, as amended, including any applicable regulations and guidance thereunder.

(j)“Committee” means a committee of one or more Independent Directors to whom authority has been delegated by the Board in accordance with Section 2(c).

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(k)“Company” means Autolus Therapeutics PLC, registered in England and Wales with company number 11185179, or any successor.

(l)“Consultant” means any person, including an advisor, who is (i) engaged by the Company or an Affiliate to render consulting or advisory services and is compensated for such services, or (ii) serving as a member of the board of directors of an Affiliate and is compensated for such services. However, service solely as a Director, or payment of a fee for such service, will not cause a Director to be considered a “Consultant” for purposes of the Plan. Notwithstanding the foregoing, a person is treated as a Consultant under this Plan only if a Form S-8 Registration Statement under the Securities Act is available to register either the offer or the sale of the Company’s securities to such person. Consultants are not eligible to receive Awards under the Plan with respect to their service in such capacity.

(m)“Continuous Service” means that the Participant’s service with the Company or an Affiliate, whether as an Employee, Director or Consultant, is not interrupted or terminated. A change in the capacity in which the Participant renders service to the Company or an Affiliate as an Employee, Director or Consultant, or a change in the Entity for which the Participant renders such service, provided that there is no interruption or termination of the Participant’s service with the Company or an Affiliate, will not terminate a Participant’s Continuous Service; provided, however, thatif the Entity for which a Participant is rendering services ceases to qualify as an Affiliate, as determined by the Board, in its sole discretion, such Participant’s Continuous Service will be considered to have terminated on the date such Entity ceases to qualify as an Affiliate. For example, a change in status from an Employee of the Company to a Consultant of an Affiliate or to a Director will not constitute an interruption of Continuous Service. To the extent permitted by law, the Board or the Chief Executive Officer of the Company, in that party’s sole discretion, may determine whether Continuous Service will be considered interrupted in the case of (i) any leave of absence approved by the Board or Chief Executive Officer, including sick leave, military leave or any other personal leave, or (ii) transfers between the Company, an Affiliate or their successors. Notwithstanding the foregoing, a leave of absence will be treated as Continuous Service for purposes of vesting in an Award only to such extent as may be provided in the Company’s or Affiliate’s leave of absence policy, in the written terms of any leave of absence agreement or policy applicable to the Participant, or as otherwise required by law.

(n)“Control” has the meaning given in section 995(2) of the UK Income Tax Act 2007, unless otherwise specified.

(o)“Corporate Event” means any reorganisation, merger, consolidation, combination, amalgamation, scheme of arrangement, repurchase, recapitalization, liquidation, dissolution, or sale, transfer, exchange or other disposition of all or substantially all of the assets of the Company, or sale or exchange of Shares or other securities of the Company.

(p)“Director” means a member of the Board. Directors are not eligible to receive Awards under the Plan with respect to their service in such capacity.

(q)“Disability” means, with respect to a Participant, the inability of such Participant to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or that has lasted or can be expected to last for a continuous period of not less than 12 months, as provided in Sections 22(e)(3) and 409A(a)(2)(c)(i) of the Code, and will be determined by the Board on the basis of such medical evidence as the Board deems warranted under the circumstances.

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(r)“Effective Date” means March 27, 2025.

(s)“Employee” means any person employed by the Company or an Affiliate. However, service solely as a Director, or payment of a fee for such services, will not cause a Director to be considered an “Employee” for purposes of the Plan.

(t)“Entity” means a corporation, partnership, limited liability company or other entity.

(u)“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

(v)“Exchange Act Person”means any natural person, Entity or “group” (within the meaning of Section 13(d) or 14(d) of the Exchange Act), except that “Exchange Act Person” will not include (i) the Company or any Subsidiary of the Company, (ii) any employee benefit plan of the Company or any Subsidiary of the Company or any trustee or other fiduciary holding securities under an employee benefit plan of the Company or any Subsidiary of the Company, (iii) an underwriter temporarily holding securities pursuant to an offering of such securities, (iv) an Entity Owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their Ownership of shares of the Company; or (v) any natural person, Entity or “group” (within the meaning of Section 13(d) or 14(d) of the Exchange Act) that, as of the Effective Date, is the Owner, directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the combined voting power of the Company’s then outstanding securities.

(w)“Fair Market Value” means, as of any date, the value of the Shares determined as follows:

(i)If the Shares are listed on any established stock exchange or traded on any established market, the Fair Market Value of a Share will be, unless otherwise determined by the Board, the closing sales price for such Shares as quoted on such exchange or market (or the exchange or market with the greatest volume of trading in the Shares) on the last date preceding such date during which a sale occurred, as reported in a source the Board deems reliable.

(ii)Unless otherwise provided by the Board, if the Shares are not traded on a stock exchange but are quoted on a national market or other quotation system, the Fair Market Value of a Share will be the closing sales price for such Shares on the last date preceding such date during which a sale occurred, as reported in a source the Board deems reliable.

(iii)In the absence of such markets for the Shares, the Fair Market Value of a Share will be determined by the Board in good faith and in a manner that complies with Section 409A of the Code.

(x)“Non-Employee Director”means a Director who either (i) is not a current employee or officer of the Company or an Affiliate, does not receive compensation, either directly or indirectly, from the Company or an Affiliate for services rendered as a consultant or in any capacity other than as a Director (except for an amount as to which disclosure would not be required under Item 404(a) of Regulation S-K promulgated pursuant to the Securities Act (“Regulation S-K”)), does not possess an interest in any other transaction for which disclosure would be required under Item 404(a) of Regulation S-K, and is not engaged in a business relationship for which disclosure would be required pursuant to Item 404(b) of Regulation S-K, or (ii) is otherwise considered a “non-employee director” for purposes of Rule 16b-3.

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(y)“Nonstatutory Share Option” means an option granted pursuant to Section 5 that does not qualify as an “incentive stock option” within the meaning of Section 422 of the Code.

(z)“Officer” means a person who is an officer of the Company within the meaning of Section 16 of the Exchange Act.

(aa)“Option” means a Nonstatutory Share Option to purchase Shares granted pursuant to the Plan.

(ab)“Option Agreement” means a written agreement between the Company and the holder of an Option evidencing the terms and conditions of an Option grant. Each Option Agreement will be subject to the terms and conditions of the Plan.

(ac)“Other Share Award” means an award based in whole or in part by reference to the Shares which is granted pursuant to the terms and conditions of Section 6(c).

(ad)“Other Share Award Agreement”means a written agreement between the Company and a holder of an Other Share Award evidencing the terms and conditions of an Other Share Award grant. Each Other Share Award Agreement will be subject to the terms and conditions of the Plan.

(ae)“Ordinary Share” means an ordinary share in the capital of the Company.

(af)“Own,”“Owned,”“Owner,”“Ownership” A person or Entity will be deemed to “Own,” to have “Owned,” to be the “Owner” of, or to have acquired “Ownership” of securities if such person or Entity, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares voting power, which includes the power to vote or to direct the voting, with respect to such securities.

(ag)“Participant” means an Eligible Employee to whom an Award is granted pursuant to the Plan or, if applicable, such other person who holds an outstanding Award.

(ah)“Performance Cash Award” means a cash award that may vest or become earned and payable contingent upon the attainment during a Performance Period of certain performance goals and which is granted under the terms and conditions of Section 6(c) pursuant to such terms as are approved by a majority of the Company’s Independent Directors or the Independent Compensation Committee.

(ai)“Performance Period” means the period of time selected by a majority of the Company’s Independent Directors or the Independent Compensation Committee over which the attainment of one or more performance goals will be measured for the purpose of determining a Participant’s right to and the payment of a Performance Share Award or Performance Cash Award. Performance Periods may be of varying and overlapping duration, at the sole discretion of a majority of the Company’s Independent Directors or the Independent Compensation Committee.

(aj)“Performance Share Award” means a Share Award that may vest or may be exercised contingent upon the attainment during a Performance Period of certain performance goals and which is granted under the terms and conditions of Section 6(c) pursuant to such terms as are approved by a majority of the Company’s Independent Directors or the Independent Compensation Committee.

(ak)“Plan” means this Autolus Therapeutics plc 2025 Inducement Plan, as may be amended from time to time.

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(al)“Post-Termination Exercise Period” means the period following termination of a Participant’s Continuous Service within which an Option or SAR is exercisable, as specified in Section 5(h).

(am)“Restricted Share Unit Award” means a right to receive Shares which is granted pursuant to the terms and conditions of Section 6(a).

(an)“Restricted Share Unit Award Agreement”means a written agreement between the Company and a holder of a Restricted Share Unit Award evidencing the terms and conditions of a Restricted Share Unit Award grant. Each Restricted Share Unit Award Agreement will be subject to the terms and conditions of the Plan.

(ao)“Rule 16b-3” means Rule 16b-3 promulgated under the Exchange Act or any successor to Rule 16b-3, as in effect from time to time.

(ap)“Rule 405” means Rule 405 promulgated under the Securities Act.

(aq)“Sale” means the sale of all or substantially all of the assets of the Company (in one transaction or a series of transactions).

(ar)“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

(as)“Section 409A Change in Control” means a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the Company’s assets, as provided in Section 409A(a)(2)(A)(v) of the Code and Treasury Regulations Section 1.409A-3(i)(5) (without regard to any alternative definition thereunder).

(at)“Share” means an Ordinary Share, or the equivalent number of ADSs, with each ADS representing one (1) Ordinary Share.

(au)“Share Appreciation Right” or “SAR”means a right to receive the appreciation on Shares that is granted pursuant to the terms and conditions of Section 5.

(av)“Share Appreciation Right Agreement” or “SAR Agreement” means a written agreement between the Company and a holder of a Share Appreciation Right evidencing the terms and conditions of a Share Appreciation Right grant. Each Share Appreciation Right Agreement will be subject to the terms and conditions of the Plan.

(aw)“Share Award” means any Award other than a Performance Cash Award.

(ax)“Subsidiary” means any entity (other than the Company), whether domestic or foreign, in an unbroken chain of entities beginning with the Company if each of the entities other than the last entity in the unbroken chain beneficially owns, at the time of the determination, securities or interests representing at least 50% of the total combined voting power of all classes of securities or interests in one of the other entities in such chain.

(ay)“Takeover” means if any person (or a group of persons acting in concert) (the “Acquiring Person”):

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(i)obtains Control of the Company as the result of making a general offer to:

(1)acquire all of the issued ordinary share capital of the Company, which is made on a condition that, if it is satisfied, the Acquiring Person will have Control of the Company; or

(2)acquire all of the shares in the Company which are of the same class as the Shares; or

(ii)obtains Control of the Company as a result of a compromise or arrangement sanctioned by a court under Section 899 of the UK Companies Act 2006, or sanctioned under any other similar law of another jurisdiction; or

(iii)becomes bound or entitled under Sections 979 to 985 of the UK Companies Act 2006 (or similar law of another jurisdiction) to acquire shares of the same class as the Shares; or

(iv)obtains Control of the Company in any other way.

(az)“Transaction” means a Corporate Event or a Change in Control.

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EX-10.2

Exhibit 10.2

AUTOLUS THERAPEUTICS PLC OPTION GRANT NOTICE

(2025 INDUCEMENT PLAN)

Autolus Therapeutics plc (the “Company”), pursuant to its 2025 Inducement Plan (the “Plan”), hereby grants to Optionholder the option described in this grant notice at the exercise price set forth below (the “Option”).This Option is subject to all of the terms and conditions as set forth in this Option Grant Notice (the “Grant Notice”), the Option Agreement (the definition of which shall include any special terms and conditions for Optionholder’s country of residence and/or work set forth in the attached appendix (the “Appendix”)), (the “Agreement”), the Plan and the Notice of Exercise, all of which are attached hereto and incorporated herein in their entirety. This Option is granted in compliance with Nasdaq Listing Rule 5635(c)(4) as a material inducement to Optionholder entering into employment with the Company or an Affiliate.Capitalized terms not otherwise defined herein shall have the meanings set forth in the Plan or the Agreement.In the event of any conflict between the terms in this Grant Notice and the Plan, the terms of the Plan shall control.

If the Company uses an electronic capitalisation table system and the fields below are blank or the information is otherwise provided in a different format electronically, the blank fields and other information (such as vesting schedule) shall be deemed to come from the electronic capitalisation system and are considered part of this Grant Notice.

Optionholder:

Date of Grant:

Vesting Commencement Date:

Number of Shares Subject to Option:

Exercise Price (Per Share) (US$):

Total Exercise Price (US$):

Expiration Date:

Type of Grant:Nonstatutory Share Option

Vesting Schedule: [____________]

Payment:By one or a combination of the following items (described in the Agreement):

¨By cash or check

¨Pursuant to a Regulation T Program if the Shares are publicly traded

¨By delivery of already-owned Shares if the Shares are publicly traded

¨Subject to the Company’s consent at the time of exercise, by a “net exercise” arrangement

Additional Terms/Acknowledgements:By accepting this Option, Optionholder acknowledges (i) having received and read this Grant Notice, the Agreement and the Plan and understands and agrees to all of the terms and conditions set forth in these documents, (ii) that the Option is subject to all the provisions of the Plan, the provisions of which are part of the Option, and is further subject to all interpretations, amendments, rules and regulations which may from time to time be promulgated and adopted pursuant to the Plan, (iii) that this Grant Notice and the Agreement may not be modified, amended or revised except as provided in the Plan and (iv) that as of the Date of Grant, this Grant Notice, the Agreement and the Plan set forth the entire understanding between Optionholder and the Company regarding the acquisition of the Shares pursuant to the Option specified above and supersede all prior oral and written agreements, promises and/or representations regarding the terms of this Option with the exception, if applicable, of (A) any compensation recovery policy that is adopted by the Company or compensation recoupment requirement otherwise required by applicable law, (B) the Company’s

Exhibit 10.2

share ownership guidelines, and (C) any written employment, offer letter or severance agreement, or any written severance plan or policy that would provide for vesting acceleration of this Option upon the terms and conditions set forth therein, including but not limited to upon a Change in Control or upon an involuntary termination of Optionholder’s employment by the Company in connection with a Change in Control, if applicable.

By accepting this Option, Optionholder also (i) further acknowledges his or her obligation to satisfy any tax withholding obligations imposed on the Company with respect to the Option, or the delivery of the underlying Shares, as a condition to the receipt of any Shares hereunder, including by requiring a cash payment to the Company by Optionholder and (ii) consents to receive this Grant Notice, the Agreement, the Plan, the prospectus for the Plan and any other Plan-related documents by electronic delivery and to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.

Autolus Therapeutics plc By: Signature Title: Date: Optionholder: Signature Date:

Attachments:Option Agreement (including the Appendix), 2025 Inducement Plan and Notice of Exercise

Attachment I

Autolus Therapeutics plc

2025 Inducement Plan

Option Agreement

Pursuant to the accompanying Option Grant Notice (the “Grant Notice”) and this Option Agreement (the “Agreement”) (the definition of which shall include any special terms and conditions for your country of residence and/or work set forth in the appendix attached hereto (“Appendix”)), Autolus Therapeutics plc (the “Company”) has granted you an Option under the Autolus Therapeutics plc 2025 Inducement Plan (the “Plan”) to purchase the number of Shares set forth in the Grant Notice at the exercise price set forth in the Grant Notice.This Option is granted to you effective as of the date of grant set forth in the Grant Notice (the “Date of Grant”).This Option is granted in compliance with Nasdaq Listing Rule 5635(c)(4) as a material inducement to you entering into employment with the Company. If there is any conflict between the terms in this Agreement and the Plan, the terms of the Plan will control except as expressly overridden or amended in this Agreement. Capitalized terms not explicitly defined in this Agreement but defined in the Plan or the Grant Notice will have the same definitions as in the Plan or the Grant Notice.

The details of your Option are as follows:

1.Vesting.Subject to the limitations contained herein, your Option will vest as provided in your Grant Notice, provided that vesting will cease upon the termination of your Continuous Service.

2.Number of Shares and Exercise Price.The number of Shares subject to your Option and your exercise price per Share referenced in your Grant Notice will be adjusted from time to time for Capitalization Adjustments, if any, as provided in the Plan.

3.Exercise Restriction for Non-Exempt Employees.If you are an Employee eligible for overtime compensation under the Fair Labor Standards Act of 1938, as amended (that is, a “Non-Exempt Employee”), then except as otherwise provided in the Plan, you may not exercise this Option until you have completed at least six months of Continuous Service following the Date of Grant, even if you have already been an Employee for more than six months.Consistent with the

Exhibit 10.2

provisions of the Worker Economic Opportunity Act, you may exercise this Option as to any vested portion prior to such six-month anniversary in the case of (i) your death or Disability, (ii) a Transaction in which this Option is not assumed, continued or substituted, (iii) a Change in Control, or (iv) your “retirement” (as defined in a written agreement between you and the Company or an Affiliate, or, if no such definition, in accordance with the Company’s then current employment policies and guidelines).

4.Exercise Prior to Vesting (“Early Exercise”).This Option may not be exercised prior to vesting.

5.Method of Payment.You must pay the full amount of the exercise price for the Shares you wish to purchase.You may pay the exercise price in cash or by check, bank draft or money order payable to the Company or in any other manner permitted by the Grant Notice, which may include one or more of the following:

(a)Provided that at the time of exercise the Shares are publicly traded, pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance of Shares, results in either the receipt of cash (or check) by the Company or the receipt of irrevocable instructions to pay the aggregate exercise price to the Company from the sales proceeds.This manner of payment is also known as a “broker-assisted exercise,” “same day sale,” or “sell to cover.”

(b)Provided that at the time of exercise the Shares are publicly traded, by delivery to the Company (either by actual delivery or attestation) of already-owned Shares that are owned free and clear of any liens, claims, encumbrances or security interests, with a Fair Market Value on the date of exercise that does not exceed the aggregate exercise price.You must pay any remaining balance of the aggregate exercise price not satisfied by such delivery in cash or other permitted form of payment.“Delivery” for these purposes, in the sole discretion of the Company at the time you exercise this Option, will include delivery to the Company of your attestation of ownership of such Shares in a form approved by the Company.You may not exercise this Option by delivery to the Company of Shares if doing so would violate the provisions of any law, regulation or agreement restricting the redemption of Shares.

(c)Subject to the consent of the Company at the time of exercise, by a “net exercise” arrangement pursuant to which the Company will reduce the number of Shares otherwise issuable to you upon exercise of this Option by the largest number of whole Shares with a Fair Market Value on the date of exercise that does not exceed the aggregate exercise price.You must pay any remaining balance of the aggregate exercise price not satisfied by such “net exercise” in cash or other permitted form of payment.Shares will no longer be outstanding under this Option and will not be exercisable thereafter if those Shares (i) are used to pay the exercise price pursuant to a “net exercise,” (ii) are delivered to you as a result of such exercise, or (iii) are withheld to satisfy tax and social security withholding obligations.

6.Whole Shares.You may exercise your Option only for whole Shares.

7.Securities Law Compliance.Notwithstanding anything to the contrary contained herein, you may not exercise your Option unless the Shares issuable upon such exercise are then registered under the Securities Act or, if such Shares are not then so registered, the Company has determined that such exercise and issuance would be exempt from the registration requirements of the Securities Act.The exercise of your Option also must comply with other applicable laws and regulations governing your Option, and you may not exercise your Option if the Company determines that such exercise would not be in material compliance with such laws and regulations.

Exhibit 10.2

8.Term.You may not exercise your Option before the commencement or after the expiration of its term.The term of your Option commences on the Date of Grant and expires upon the earliest of the following:

(a)immediately upon the termination of your Continuous Service if such termination is for Cause;

(b)three months after the termination of your Continuous Service if such termination is for any reason other than Cause, your Disability or your death (except as otherwise provided in Section 8(d) below); provided, however, that if (i) you are a Non-Exempt Employee, (ii) your Continuous Service terminates within six months after the Date of Grant, and (iii) you have vested in a portion of this Option as of the time of your termination of Continuous Service, then this Option will not expire until the earlier of (x) the later of (A) the date that is seven months after the Date of Grant, and (B) the date that is six months after the termination of your Continuous Service, and (y) the Expiration Date set forth in the Grant Notice;

(c)12 months after the termination of your Continuous Service if such termination is due to your Disability (except as otherwise provided in Section 8(d) below);

(d)12 months after your death if either your Continuous Service terminates due to your death or you die within six months after your Continuous Service terminates for any reason other than Cause;

(e)the Expiration Date set forth in the Grant Notice; or

(f)the day before the tenth anniversary of the Date of Grant.

9.Exercise.

(a)You may exercise the vested portion of this Option during its term by (i) (A) delivering a Notice of Exercise (in a form designated by the Company), or (B) making the required electronic election with the Company’s designated broker, and (ii) paying the exercise price and any applicable withholding taxes and social security to the Company’s share plan administrator, or to such other person as the Company may designate, together with such additional documents as the Company may then require.

(b)By exercising this Option, you agree that, as a condition to any exercise of this Option, the Company may require you to enter into an arrangement providing for the payment by you to the Company of any tax and social security withholding obligation of the Company or an Affiliate arising by reason of (i) the exercise of this Option, (ii) the lapse of any substantial risk of forfeiture to which the Shares are subject at the time of exercise, or (iii) the disposition of Shares acquired upon such exercise.

10.Transferability.Notwithstanding anything to the contrary in the Plan, this Option is not transferable except to your personal representative on your death and is exercisable during your life only by you and after your death by your personal representative.

11.Option not a Service Contract. By accepting this Option, you acknowledge, understand and agree that:

(a)this Option is not an employment or service contract, and, if you are an Employee of the Company or an Affiliate, nothing in this Option will be deemed to create in any way whatsoever any obligation on your part to continue as an Employee of the Company or an Affiliate, or of the Company or an Affiliate to continue your employment.In addition, nothing in this Option will obligate the Company or an Affiliate, or their respective shareholders, boards of directors, officers or employees to continue any relationship that you might have as a Director or Consultant for the Company or an Affiliate;

Exhibit 10.2

(b)the Plan is established voluntarily by the Company, it is discretionary in nature, and may be amended, suspended or terminated by the Company at any time, to the extent permitted under the Plan;

(c)the grant of this Option is voluntary and occasional and does not create any contractual or other right to receive future grants of Options (whether on the same or different terms), or benefits in lieu of Options, even if options have been granted in the past;

(d)this Option and any Shares acquired under the Plan on exercise of this Option, and the income and value of same, are not part of normal or expected compensation for any purpose, including, without limitation, calculating any severance, resignation, termination, vacation, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments;

(e)the future value of the Shares underlying the Option is unknown, indeterminable, and cannot be predicted with certainty;

(f)neither the Company nor any Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of this Option or of any amounts due to you pursuant to the exercise of this Option or the subsequent sale of any Shares received;

(g)notwithstanding anything to the contrary in the Plan, for the purposes of the Option, your Continuous Service will be considered terminated as of the date you are no longer actively providing services to the Company or one of its Affiliates (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or are otherwise providing services, or the terms of your employment or service agreement, if any), provided that, unless otherwise expressly provided in this Agreement or determined by the Company, the vesting of this Option will not continue during any notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or where you are otherwise providing services, or the terms of your employment or service agreement, if any (regardless, in each case, of whether or not you are providing services to the Company or one of its Affiliates during such notice period, garden leave period, or similar period); and the Board shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of the Option (including whether you may still be considered to be providing services while on a leave of absence); and

(h)no claim or entitlement to compensation or damages shall arise from forfeiture of this Option resulting from the termination of your Continuous Service (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or are otherwise providing services, or the terms of your employment or service agreement, if any), and in consideration of the grant of this Option to which you are otherwise not entitled, you irrevocably agree never to institute any claim against the Company or any Affiliate, waive your ability, if any, to bring any such claim, and release the Company and any Affiliate from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim.

12.Withholding Obligations.

(a)At the time you exercise this Option, in whole or in part, and at any time thereafter as requested by the Company, you hereby authorize withholding from payroll and any other

Exhibit 10.2

amounts payable to you, and otherwise agree to make adequate provision for (including by means of a “same day sale” pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board to the extent permitted by the Company), any sums required to satisfy the federal, state, local and foreign tax and social security withholding obligations of the Company or any Affiliate which arise in connection with this Option.

(b)Upon your request and subject to the consent of the Company at the time of exercise, the Company may withhold from fully vested Shares otherwise issuable to you upon exercise of this Option a number of whole Shares with a Fair Market Value on the date of exercise that does not exceed the maximum amount of tax and social security required to be withheld by law (or such other amount as may be necessary to avoid classification of this Option as a liability for financial accounting purposes).

(c)You may not exercise this Option unless the tax and social security withholding obligations of the Company and/or any Affiliate are satisfied.

13.Tax Consequences. The Company has no duty or obligation to minimize the tax and social security consequences to you of this Option and will not be liable to you for any adverse tax consequences to you arising in connection with this Option.If you are subject to United States taxation, you acknowledge that this Option is exempt from Section 409A of the Code only if the exercise price per Share set forth in the Grant Notice is at least equal to the “fair market value” per Share of the Shares on the Date of Grant and there is no other impermissible deferral of compensation associated with the Option.You are hereby advised to consult with your own personal tax, financial and/or legal advisors regarding the tax and social security consequences of this Option and by accepting this Option, you have agreed that you have done so or knowingly and voluntarily declined to do so.

14.Notices. Any notices to be given under the terms of this Agreement to the Company must be in writing and addressed to the Company in care of the Company’s Secretary at the Company’s principal office or the Secretary’s then-current email address or facsimile number. Any notice to be given under the terms of this Agreement to you must be in writing and addressed to you (or, if you are then deceased, to the person entitled to exercise the Option) at your last known mailing address, email address or facsimile number in the Company’s personnel files. By a notice given pursuant to this Section 14, either party may designate a different address for notices to be given to that party. Any notice provided for in this Agreement or the Plan will be given in writing (including electronically) and will be deemed effectively given (i) when actually received, (ii) when sent by email, (iii) when sent by certified mail (return receipt requested), (iv) when delivered by a nationally recognized express shipping company or (v) upon receipt of a facsimile transmission confirmation.The Company may, in its sole discretion, decide to deliver any documents related to this Option or participation in the Plan by electronic means or to request your consent to participate in the Plan by electronic means.By accepting this Option, you consent to receive such documents by electronic delivery and to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.

15.Headings. The headings of the Sections in this Agreement are inserted for convenience only and shall not be deemed to constitute a part of this Agreement or to affect the meaning of this Agreement.

16.Governing Plan Document. Save as expressly provided in this Agreement, this Option is subject to all the provisions of the Plan, the provisions of which are hereby made a part of this Option, and is further subject to all interpretations, amendments, rules and

Exhibit 10.2

regulations which may from time to time be promulgated and adopted pursuant to the Plan. Except as otherwise expressly provided in the Grant Notice or this Agreement, in the event of any conflict between the terms in the Grant Notice or this Agreement and the terms of the Plan, the terms of the Plan will control.

17.Other Documents.You hereby acknowledge receipt of and the right to receive a document providing the information required by Rule 428(b)(1) promulgated under the Securities Act, which includes the Plan prospectus.In addition, you acknowledge receipt of the Company’s policy permitting certain individuals to sell Shares only during certain “window” periods in effect from time to time and the Company’s insider trading policy.

18.Effect on Other Employee Benefit Plans.The value of this Option will not be included as compensation, earnings, salaries, or other similar terms used when calculating your benefits under any employee benefit plan sponsored by the Company or any Affiliate, except as such plan otherwise expressly provides. The Company expressly reserves its rights to amend, modify, or terminate any of the Company’s or any Affiliate’s employee benefit plans.

1.Shareholder Rights. You will not have voting or any other rights as a shareholder of the Company with respect to the Shares to be issued pursuant to this Option until such Shares are issued to you.Upon such issuance, you will obtain full voting and other rights as a shareholder of the Company.Nothing contained in this Agreement, and no action taken pursuant to its provisions, will create or be construed to create a trust of any kind or a fiduciary relationship between you and the Company or any other person.

2.Severability. If any part of this Agreement or the Plan is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity will not invalidate any portion of this Agreement or the Plan not declared to be unlawful or invalid. Any Section of this Agreement (or part of such a Section) so declared to be unlawful or invalid will, if possible, be construed in a manner which will give effect to the terms of such Section or part of a Section to the fullest extent possible while remaining lawful and valid.

3.Amendment. This Agreement may not be modified, amended or terminated except by an instrument in writing, signed by you and by a duly authorized representative of the Company. Notwithstanding the foregoing, this Agreement may be amended solely by the Board by a writing which specifically states that it is amending this Agreement, so long as a copy of such amendment is delivered to you, and provided that, except as otherwise expressly provided in the Plan, no such amendment materially adversely affecting your rights hereunder may be made without your written consent. Without limiting the foregoing, the Board reserves the right to change, by written notice to you, the provisions of this Agreement in any way it may deem necessary or advisable to carry out the purpose of the Award as a result of any change in applicable laws or regulations or any future law, regulation, ruling, or judicial decision, provided that any such change shall be applicable only to rights relating to that portion of the Award which is then subject to restrictions as provided herein.

4.Clawback/Recovery.This Option (and any compensation paid or Shares issued under this Option) will be subject to recoupment in accordance with the Autolus Therapeutics plc Policy for Recoupment of Incentive Compensation, any clawback policy that the Company is required to adopt pursuant to the listing standards of any national securities exchange or association on which the Company’s securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act and any implementing regulations thereunder (the “Dodd-

Exhibit 10.2

Frank Act”), any clawback policy adopted by the Company pursuant to the Dodd-Frank Act or otherwise or other applicable law and any other clawback policy that the Company adopts and maintains from time to time.No recovery of compensation under such a clawback policy will be an event giving rise to a right to resign for “good reason” or “constructive termination” (or similar term) under any agreement with the Company.

5.No Advice Regarding Grant.The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding your participation in the Plan, or your acquisition or sale of the underlying Shares. You should consult with your own personal tax, legal and financial advisors regarding your participation in the Plan before taking any action.

1.Data Privacy.

a.To the extent that the processing of your personal data by the Company or its Affiliates under and/or in connection with the Agreement falls within the territorial scope of (i) Regulation (EU) 2016/679 of the European Parliament and of the Council of 27th April 2016 (the “EU GDPR”), (ii) the EU GDPR as it forms part of UK law by virtue of section 3 of the European Union (Withdrawal) Act 2018, as amended (the “UK GDPR”), and/or (iii) equivalent legislation and/or legislation implementing and/or supplementing the EU GDPR or UK GDPR in any member state of the European Economic Area or the UK or Switzerland, Company and/or its Affiliates will carry out such processing in accordance with their EEA/UK privacy notice from time to time in force, the latest version of which has been provided to you.

b.Except where (a) above applies, you explicitly and unambiguously acknowledge and consent to the collection, use, transfer and other processing of your personal data as described in this paragraph (b) by the Company and its Affiliates for the purpose of implementing, administering and managing your participation in the Plan. You understand that the Company and its Affiliates hold certain personal data about you, including, but not limited to, your name, home address, telephone number, date of birth, social security number (or other identification number), salary, nationality, job title, any Shares or directorships held by you in the Company, details of all Options or any other entitlement to Shares awarded, cancelled, purchased, exercised, vested, unvested or outstanding in your favor for the purpose of implementing, managing and administering the Plan. You understand that this personal data may be transferred to any third parties assisting in the implementation, administration and management of the Plan.

2.Language. You acknowledge that you are sufficiently proficient in the English language, or have consulted with an advisor who is sufficiently proficient in English, so as to allow you to understand the terms and conditions of this Agreement. If you have received this Agreement, or any other document related to your Option and/or the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control.

3.Foreign Asset/Account, Exchange Control and Tax Reporting. You may be subject to foreign asset/account, exchange control and/or tax reporting requirements as a result of the acquisition, holding and/or transfer of Shares or cash (including dividends and the proceeds arising from the sale of Shares) derived from your participation in the Plan in, to and/or from a brokerage/bank account or legal entity located outside your country of residence. The applicable laws in your country of residence may require that you report such accounts, assets and balances therein, the value thereof and/or the transactions related thereto to the applicable authorities in such country. You may also be required to repatriate sale proceeds or other funds received as a result of your participation in the Plan to your country of residence through a designated bank or broker within

Exhibit 10.2

a certain time after receipt. You acknowledge that it is your responsibility to be compliant with such regulations and you are encouraged to consult with your personal legal advisor for any details.

4.Applicable Law. In the event applicable laws prevent or hinder the consummation of the actions and transactions contemplated in this Agreement or the Plan, the Company may in its sole discretion agree to vary the terms of the Plan and/or this Agreement so that you receive substantially the same economic result as contemplated herein, such as through a cashless sell to cover exercise (provided that at the time of exercise the Shares are publicly traded or otherwise liquid), a cash bonus or phantom stock.

5.Appendix. Notwithstanding any provisions in this Agreement, your Option shall be subject to the special terms and conditions for your country of residence and/or work set forth in the Appendixattached to this Agreement which, where applicable, shall prevail in the event of conflict between such terms and conditions and the terms of this Agreement, Grant Notice, and/or the Plan. Moreover, if you relocate to one of the countries included therein, the terms and conditions for such country will apply to you to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons. The Appendix constitutes part of this Agreement.

6.Choice of Law. The provisions of the Plan relating to choice of law shall apply to this Agreement and the Option.

7.Miscellaneous.

a.The rights and obligations of the Company under this Option will be transferable to any one or more persons or entities, and all covenants and agreements hereunder will inure to the benefit of, and be enforceable by, the Company’s successors and assigns.

b.You agree upon request to execute any further documents or instruments necessary or desirable in the sole determination of the Company to carry out the purposes or intent of this Option.

c.You acknowledge and agree that you have reviewed this Option in its entirety, have had an opportunity to obtain the advice of counsel prior to executing and accepting this Option, and fully understand all provisions of this Option.

d.This Agreement will be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.

e.All obligations of the Company under the Plan and this Agreement will be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company.

***

This Agreement will be deemed to be signed by you upon the signing by you of the Grant Notice to which it is attached.

APPENDIX TO OPTION AGREEMENT

This Appendix includes special terms and conditions that govern the Option granted to you under the Plan if you reside and/or work in one of the countries listed below.

The information contained herein is general in nature and may not apply to your particular situation, and you are advised to seek appropriate professional advice as to how the relevant laws in your country may apply to your situation. If you are a citizen or resident of a country other than the one in which you are currently working and/or residing, transfer employment and/or residency to another country after the Date of Grant, are a Consultant, change employment status to a Consultant position, or are considered a

Exhibit 10.2

resident of another country for local law purposes, the Company shall, in its discretion, determine the extent to which the special terms and conditions contained herein shall be applicable to you. References to your employer shall include any entity that engages your services.

United Kingdom

Option Not a Service Contract. The following supplements Section 11 of the Agreement:

You waive all rights to compensation or damages in consequence of the termination of your office or employment with the Company or any Affiliate for any reason whatsoever (whether lawful or unlawful and including, without prejudice to the foregoing, in circumstances giving rise to a claim for wrongful dismissal) in so far as those rights arise or may arise from you ceasing to hold or being able to vest your Option, or from the loss or diminution in value of any rights or entitlements in connection with the Plan.

Withholding Obligations.The following supplements Section 12 of the Agreement:

(d)As a condition of the vesting of your Option, you unconditionally and irrevocably agree:

(i)to place the Company in funds and indemnify the Company in respect of (1) all liability to UK income tax which the Company is liable to account for on your behalf directly to HM Revenue & Customs; and (2) all liability to national insurance contributions which the Company is liable to account for on your behalf to HM Revenue & Customs; (the “UK Tax Liability”); or

(ii)to permit the Company to sell at the best price which it can reasonably obtain such number of Shares allocated or allotted to you following exercise as will provide the Company with an amount equal to the UK Tax Liability; and to permit the Company to withhold an amount not exceeding the UK Tax Liability from any payment made to you (including, but not limited to salary); and

(iv)if so required by the Company, to enter into a joint election within Section 431 of (UK) Income Tax (Earnings and Pensions) Act 2003 (“ITEPA”) in respect of computing any tax charge on the acquisition of “restricted securities” (as defined in Section 423 and 424 of ITEPA); and

(v)to sign, promptly, all documents required by the Company to effect the terms of this provision, and references in this provision to “the Company” shall, if applicable, be construed as also referring to any affiliate (or your employer, if different).

Acknowledgment of Forfeiture and Clawback Provisions. By accepting the Option, you acknowledge being subject to the provisions of any forfeiture and clawback policy implemented by the Company, including, without limitation, any clawback policy adopted to comply with the requirements of applicable law.

Exhibit 10.2

Attachment II

2025 Inducement Plan

EX-10.3

Exhibit 10.3

AUTOLUS THERAPEUTICS PLC RESTRICTED SHARE UNIT GRANT NOTICE

(2025 INDUCEMENT PLAN)

Autolus Therapeutics plc (the “Company”), pursuant to Section 6(b) of the Company’s 2025 Inducement Plan (the “Plan”), hereby awards to Participant Restricted Share Units (“RSUs” or “Restricted Share Units”) described below (sometimes referred to as the “Award”). The Award is subject to all of the terms and conditions as set forth in this grant notice (this “Restricted Share Unit Grant Notice”) (the definition of which shall include any special terms and conditions for Participant’s country of residence and/or work set forth in the attached appendix (the “Appendix”)) and in the Plan and the Restricted Share Unit Agreement (the “Award Agreement”), both of which are attached hereto and incorporated herein in their entirety. The Award is granted in compliance with Nasdaq Listing Rule 5635(c)(4) as a material inducement to Participant entering into employment with the Company or an Affiliate. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Plan or the Award Agreement. In the event of any conflict between the terms in this Restricted Share Unit Grant Notice and the Plan, the terms of the Plan shall control.

If the Company uses an electronic capitalisation table system and the fields below are blank or the information is otherwise provided in a different format electronically, the blank fields and other information (such as vesting schedule) shall be deemed to come from the electronic capitalisation system and are considered part of this Grant Notice.

Participant:

Date of Grant:

Vesting Commencement Date:

Number of Restricted Share Units/Shares:

Vesting Schedule: Subject to Participant’s Continuous Service through each applicable vesting date, the RSUs shall vest as follows: [___________]

Issuance Schedule: Subject to any change on a Capitalization Adjustment, one Share will be issued for each Restricted Share Unit that vests at the time set forth in Section 6 of the Award Agreement.

Exhibit 10.3

Additional Terms/Acknowledgements:By accepting this Award, Participant acknowledges (i) having received and read this Restricted Share Unit Grant Notice, the Award Agreement and the Plan and understands and agrees to all of the terms and conditions set forth in these documents, (ii) that the Award is subject to all the provisions of the Plan, the provisions of which are part of the Award, and is further subject to all interpretations, amendments, rules and regulations which may from time to time be promulgated and adopted pursuant to the Plan, (iii) that this Restricted Share Unit Grant Notice and the Award Agreement may not be modified, amended or revised except as provided in the Plan and (iv) that as of the Date of Grant, this Restricted Share Unit Grant Notice, the Award Agreement and the Plan set forth the entire understanding between Participant and the Company regarding the acquisition of the Shares pursuant to the Award specified above and supersede all prior oral and written agreements, promises and/or representations regarding the terms of this Award with the exception, if applicable, of (A) any compensation recovery policy that is adopted by the Company or compensation recoupment requirement otherwise required by applicable law, (B) the Company’s share ownership guidelines, and (C) any written employment, offer letter or severance agreement, or any written severance plan or policy that would provide for vesting acceleration of this Award upon the terms and conditions set forth therein, including but not limited to upon a Change in Control or upon an involuntary termination of Participant’s employment by the Company or an Affiliate in connection with a Change in Control, if applicable.

By accepting this Award, Participant also (i) further acknowledges his or her obligation to satisfy any tax and social security withholding obligations imposed on the Company with respect to the Award or vesting of RSUs, or the delivery of the underlying Shares, as a condition to the receipt of any Shares hereunder, including by requiring a cash payment to the Company by Participant and (ii) consents to receive this Restricted Share Unit Grant Notice, the Award Agreement, the Plan, the prospectus for the Plan and any other Plan-related documents by electronic delivery and to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.

AUTOLUS THERAPEUTICS PLCPARTICIPANT

By:

SignatureSignature

Title: Date:

Date:

ATTACHMENTS: Restricted Share Unit Agreement (including the Appendix) and 2025 Inducement Plan

ATTACHMENT I

RESTRICTED SHARE UNIT AGREEMENT

AUTOLUS THERAPEUTICS PLC

RESTRICTED SHARE UNIT AGREEMENT

(2025 INDUCEMENT PLAN)

Exhibit 10.3

Pursuant to the Restricted Share Unit Grant Notice (the “Grant Notice”) and this Restricted Share Unit Agreement (the “Agreement”) (the definition of which shall include any special terms and conditions for your country of residence and/or work set forth in the attached appendix (the “Appendix”)), Autolus Therapeutics plc (the “Company”) has awarded you Restricted Share Units (“Restricted Share Units” or “RSUs” sometimes referred to generally as the “Award”) pursuant to Section 6(b) of the Company’s 2025 Inducement Plan (the “Plan”) for the number of Restricted Share Units indicated in the Grant Notice. The Award is granted in compliance with Nasdaq Listing Rule 5635(c)(4) as a material inducement to you entering into employment with the Company or an Affiliate. If there is any conflict between the terms in this Agreement and the Plan, the terms of the Plan will control except as expressly overridden or amended in this Agreement. Capitalized terms not explicitly defined in this Agreement or the Grant Notice shall have the same meanings given to them in the Plan. The terms of your RSUs, in addition to those set forth in the Grant Notice, are as follows.

1.Grant of the Award. This Award represents the right to be issued on a future date one (1) Share for each Restricted Share Unit that vests on the applicable vesting date(s) (subject to any adjustment under Section 3 below) as indicated in the Grant Notice. This Award was granted in consideration of your expected future services to the Company or its Affiliates.

2.Vesting. Subject to the limitations contained herein, your RSUs will vest, if at all, in accordance with the vesting schedule provided in the Grant Notice, provided that vesting will cease upon the termination of your Continuous Service. Upon such termination of your Continuous Service, the Restricted Share Units that were not vested on the date of such termination will be forfeited at no cost to the Company and you will have no further right, title or interest in or to the underlying Shares subject to the forfeited RSUs. If an RSU is settled in Shares, Participant may be required to pay the nominal value thereof in the same manner as provided for Withholding Obligations below.

3.Number of Shares. The number of Restricted Share Units/Shares subject to your Award may be adjusted from time to time for Capitalization Adjustments, as provided in the Plan. Any additional Restricted Share Units, Shares, cash or other property that becomes subject to the Award pursuant to this Section 3, if any, shall be subject, in a manner determined by the Board, to the same forfeiture restrictions, restrictions on transferability, and time and manner of delivery as applicable to the other Restricted Share Units and Shares covered by your Award. Notwithstanding the provisions of this Section 3, no fractional Shares or rights for fractional Shares shall be created pursuant to this Section 3. Any fraction of a Share will be rounded down to the nearest whole Share.

4.Securities Law Compliance. You may not be issued any Shares under your Award unless the Shares underlying the Restricted Share Units are either (i) then registered under the Securities Act, or (ii) the Company has determined that such issuance would be exempt from the registration requirements of the Securities Act. Your Award must also comply with other applicable laws and regulations governing the Award, and you shall not receive such Shares if the Company determines that such receipt would not be in material compliance with such laws and regulations.

5.Transfer Restrictions. Notwithstanding any provision of the Plan, prior to the time that Shares have been delivered to you, you may not transfer, pledge, sell or otherwise dispose of the RSUs or the Shares issuable in respect of your RSUs, except as expressly provided in this Section 5. The restrictions on transfer set forth herein will lapse upon delivery to

Exhibit 10.3

you of Shares in respect of your vested Restricted Share Units; provided that all transactions in the Company’s securities, including the Shares issuable in respect of your RSUs, are subject to the Company’s Insider Trading Policy. Your Award is transferable to your personal representative on your death.

6.Date of Issuance.

(a)If you are subject to United States taxation, the issuance of Shares in respect of the Restricted Share Units is intended to comply with Treasury Regulations Section 1.409A-1(b)(4) and will be construed and administered in such a manner. Subject to the satisfaction of the withholding obligations set forth in this Agreement, in the event one or more Restricted Share Units vests, the Company shall issue to you one (1) Share for each Restricted Share Unit that vests on the applicable vesting date(s) (subject to any adjustment under Section 3 above) or on a later date as determined by the Company but, if you are subject to United States taxation, in no event later than the Issuance Deadline (as defined below).

(b)In addition, the following provisions shall apply to the extent applicable at a vesting date when Shares are registered under the Securities Act, unless otherwise determined by the Company. If:

(i)the applicable vesting date does not occur (1) during an “open window period” applicable to you, as determined by the Company in accordance with the Company’s then-effective policy on trading in Company securities, or (2) on a date when you are otherwise permitted to sell Shares on an established stock exchange or stock market(including but not limited to under a previously established written trading plan that meets the requirements of Rule 10b5-1 under the Exchange Act and was entered into in compliance with the Company’s policies (a “10b5-1 Arrangement”) or under such other policy expressly approved by the Company), and

(ii)either (1) Withholding Taxes (as defined below) do not apply, or (2) the Company decides, prior to the applicable vesting date, (A) not to satisfy the Withholding Taxes by withholding Shares from the Shares otherwise due to you under this Award, (B) not to permit you to pay your Withholding Taxes in cash, and (C)not to permit you to enter into a “same day sale” commitment with a broker-dealer (including but not limited to a commitment under a 10b5-1 Arrangement), then the Shares that would otherwise be issued to you on the applicable vesting date will not be delivered on such applicable vesting date and will instead be delivered on the first business day when you are not prohibited from selling Shares in the open public market or on such other date determined by the Company, but if you are subject to United States taxation, in no event later than the Issuance Deadline.

The “Issuance Deadline” means (a) December 31 of the calendar year in which the applicable vesting date occurs (that is, the last day of your taxable year in which the applicable vesting date occurs), or (b) if and only if permitted in a manner that complies with Treasury Regulations Section 1.409A-1(b)(4), no later than the date that is the 15th day of the third calendar month of the applicable year following the year in which the Shares issuable under this Award as a result of the applicable vesting date are no longer subject to a “substantial risk of forfeiture” within the meaning of Treasury Regulations Section 1.409A-1(d).

Exhibit 10.3

(a)The form of delivery (e.g., a share certificate or electronic entry evidencing such Shares) shall be determined by the Company.

(b)In addition and notwithstanding the foregoing, no Shares issuable to you under this Section 6 as a result of the vesting of one or more RSUs will be delivered to you until any filings that may be required pursuant to the United States Hart-Scott-Rodino (“HSR”) Act in connection with the issuance of such Shares have been filed and any required waiting period under the HSR Act has expired or been terminated (any such filings and/or waiting period required pursuant to HSR, the “HSR Requirements”). If the HSR Requirements apply to the issuance of any Shares issuable to you under this Section 6 upon vesting of one or more RSUs, such Shares will not be issued on the applicable vesting date and will instead be issued on the first business day on or following the date when all such HSR Requirements are satisfied and when you are permitted to sell Shares on an established stock exchange or stock market, as determined by the Company in accordance with the Company’s then-effective policy on trading in Company securities. Notwithstanding the foregoing, if the Company determines that you may be subject to United States taxation, the issuance date for any Shares delayed under this Section 6 shall in no event be later than December 31 of the calendar year in which the Original Issuance Date occurs (that is, the last day of your taxable year in which the Original Issuance Date occurs), unless a later issuance date is permitted without incurring adverse tax consequences under Section 409A of the Code or other applicable laws.

7.Dividends. You shall receive no benefit or adjustment to your Award with respect to any cash dividend, share dividend or other distribution that does not result from a Capitalization Adjustment.

8.Restrictive Legends. The Shares issued under your Award shall be endorsed with appropriate legends as determined by the Company.

9.Execution of Documents. You hereby acknowledge and agree that the manner selected by the Company by which you indicate your consent to your Grant Notice is also deemed to be your execution of your Grant Notice and of this Agreement. You further agree that such manner of indicating consent may be relied upon as your signature for establishing your execution of any documents to be executed in the future in connection with your Award.

10.Award Not a Service Contract.

(a)Nothing in this Agreement (including, but not limited to, the vesting of your RSUs or the issuance of the Shares subject to your RSUs), the Plan or any covenant of good faith and fair dealing that may be found implicit in this Agreement or the Plan shall: (i) confer upon you any right to continue in the employ of, or affiliation with, the Company or an Affiliate; (ii) constitute any promise or commitment by the Company or an Affiliate regarding the fact or nature of future positions, future work assignments, future compensation or any other term or condition of employment or affiliation; (iii) confer any right or benefit under this Agreement or the Plan unless such right or benefit has specifically accrued under the terms of this Agreement or Plan; or (iv) deprive the Company of the right to terminate you in accordance with applicable laws and without regard to any future vesting opportunity that you may have.

(b)The Company has the right to reorganize, sell, spin-out or otherwise restructure one or more of its businesses or Affiliates at any time or from time to time, as it

Exhibit 10.3

deems appropriate (a “reorganization”). Such a reorganization could result in the termination of your Continuous Service, or the termination of Affiliate status of your employer and the loss of benefits available to you under this Agreement, including but not limited to, the termination of the right to continue vesting in the Award, subject to applicable laws and the terms of your employment agreement, if any. This Agreement, the Plan, the transactions contemplated hereunder and the vesting schedule set forth herein or any covenant of good faith and fair dealing that may be found implicit in any of them do not constitute an express or implied promise of continued engagement as an Employee or Consultant for the term of this Agreement, for any period, or at all, and shall not interfere in any way with the Company’s right to conduct a reorganization.

(c)By accepting the Award, you acknowledge, understand and agree that:

(i)the future value of the Shares underlying the Award is unknown, indeterminable, and cannot be predicted with certainty;

(ii)neither the Company nor any Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the Award or of any amounts due to you pursuant to the vesting of the Award or the subsequent sale of any Shares received;

(iii)notwithstanding anything to the contrary in the Plan, for the purposes of the Award, your Continuous Service will be considered terminated as of the date you are no longer actively providing services to the Company or any Affiliate (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), provided that, unless otherwise expressly provided in this Agreement or determined by the Company, the vesting of your Award will not continue during any notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or are otherwise providing services, or the terms of your employment or service agreement, if any (regardless, in each case, of whether or not you are providing services to the Company or one of its Affiliates during such notice period, garden leave period, or similar period); and the Board shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of the Award (including whether you may still be considered to be providing services while on a leave of absence);

(iv)no claim or entitlement to compensation or damages shall arise from forfeiture of this Award resulting from the termination of your Continuous Service (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment or service agreement, if any), and in consideration of the grant of this Award to which you are otherwise not entitled, you irrevocably agree never to institute any claim against the Company or any Affiliate, waive your ability, if any, to bring any such claim, and release the Company and any Affiliate from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, you shall be

Exhibit 10.3

deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim.

11.Withholding Obligations.

(a)On each vesting date, and on or before the time you receive a distribution of the Shares underlying your Restricted Share Units, and at any other time as reasonably requested by the Company in accordance with applicable tax laws, you hereby authorize any required withholding from the Shares issuable to you and/or otherwise agree to make adequate provision in cash for any sums required to satisfy the federal, state, local and foreign tax and social security withholding obligations of the Company or any Affiliate that arise in connection with your Award (the “Withholding Taxes”). Additionally, the Company or any Affiliate may, in its sole discretion, satisfy all or any portion of the Withholding Taxes obligation relating to your RSUs by any of the following means or by a combination of such means: (i) withholding from any compensation otherwise payable to you by the Company or an Affiliate; (ii) causing you to tender a cash payment; (iii) permitting or requiring you to enter into a “same day sale” commitment, if applicable, with a broker-dealer that is a member of the Financial Industry Regulatory Authority (a “FINRA Dealer”) whereby you irrevocably elect to sell a portion of the Shares to be delivered in connection with your Restricted Share Units to satisfy the Withholding Taxes and whereby the FINRA Dealer irrevocably commits to forward the proceeds necessary to satisfy the Withholding Taxes directly to the Company and/or its Affiliates; or (iv) withholding Shares from the Shares issued or otherwise issuable to you in connection with the Award with a Fair Market Value (measured as of the date Shares are issued to pursuant to Section 6) equal to the amount of such Withholding Taxes; provided, however, that to the extent necessary to qualify for an exemption from application of Section 16(b) of the Exchange Act, if applicable, such share withholding procedure will be subject to the express prior approval of the Compensation Committee of the Board.

(b)Unless the tax and social security withholding obligations of the Company and/or any Affiliate are satisfied, the Company shall have no obligation to deliver to you any Shares.

(c)In the event the Company’s or Affiliate’s obligation to withhold arises prior to the delivery to you of Shares or it is determined after the delivery of Shares to you that the amount of the Company’s or Affiliate’s withholding obligation was greater than the amount withheld by the Company or Affiliate, you agree to indemnify and hold the Company and any Affiliate harmless from any failure by the Company or Affiliate to withhold the proper amount.

12.Tax Consequences. The Company has no duty or obligation to minimize the tax or social security consequences to you of this Award and shall not be liable to you for any adverse tax or social security consequences to you arising in connection with this Award. You are hereby advised to consult with your own personal tax, financial and/or legal advisors regarding the tax and social security consequences of this Award and by signing the Grant Notice, you have agreed that you have done so or knowingly and voluntarily declined to do so. You understand that you (and not the Company) shall be responsible for your own tax and social security liability that may arise as a result of this investment or the transactions contemplated by this Agreement.

Exhibit 10.3

13.Unsecured Obligation. Your Award is unfunded, and as a holder of vested RSUs, you shall be considered an unsecured creditor of the Company with respect to the Company’s obligation, if any, to issue Shares or other property pursuant to this Agreement. You shall not have voting or any other rights as a shareholder of the Company with respect to the Shares to be issued pursuant to this Agreement until such Shares are issued to you pursuant to Section 6 of this Agreement. Upon such issuance, you will obtain full voting and other rights as a shareholder of the Company. Nothing contained in this Agreement, and no action taken pursuant to its provisions, shall create or be construed to create a trust of any kind or a fiduciary relationship between you and the Company or any other person.

14.Notices. Any notices to be given under the terms of this Agreement to the Company must be in writing and addressed to the Company in care of the Company’s Secretary at the Company’s principal office or the Secretary’s then-current email address or facsimile number. Any notice to be given under the terms of this Agreement to you must be in writing and addressed to you at your last known mailing address, email address or facsimile number in the Company’s personnel files. By a notice given pursuant to this Section 14, either party may designate a different address for notices to be given to that party. Any notice provided for in this Agreement or the Plan will be given in writing (including electronically) and will be deemed effectively given (i) when actually received, (ii) when sent by email, (iii) when sent by certified mail (return receipt requested) and deposited with postage prepaid in a post office or branch post office, (iv) when delivered by a nationally recognized express shipping company or (v) upon receipt of a facsimile transmission confirmation. The Company may, in its sole discretion, decide to deliver any documents related to your Award or participation in the Plan by electronic means or to request your consent to participate in the Plan by electronic means. By accepting your Award, you consent to receive such documents by electronic delivery and to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.

15.Headings. The headings of the Sections in this Agreement are inserted for convenience only and shall not be deemed to constitute a part of this Agreement or to affect the meaning of this Agreement.

16.Governing Plan Document. Save as expressly provided in this Agreement, your Award is subject to all the provisions of the Plan, the provisions of which are hereby made a part of your Award, and is further subject to all interpretations, amendments, rules and regulations which may from time to time be promulgated and adopted pursuant to the Plan. Except as otherwise expressly provided in the Grant Notice or this Agreement, in the event of any conflict between the terms in the Grant Notice or this Agreement and the terms of the Plan, the terms of the Plan will control.

17.Other Documents. You hereby acknowledge receipt of and the right to receive a document providing the information required by Rule 428(b)(1) promulgated under the Securities Act, which includes the Plan prospectus. In addition, you acknowledge receipt of the Company’s policy permitting certain individuals to sell Shares only during certain “window” periods in effect from time to time and the Company’s insider trading policy.

18.Effect on Other Employee Benefit Plans. The value of the RSUs subject to this Agreement or the Shares underlying the RSUs upon issuance to you shall not be included as compensation, earnings, salaries, or other similar terms used when calculating your benefits under any employee benefit plan sponsored by the Company or any Affiliate, except as such plan otherwise expressly provides. The Company expressly reserves its

Exhibit 10.3

rights to amend, modify, or terminate any of the Company’s or any Affiliate’s employee benefit plans.

19.Compliance With Section 409A of the Code. This section only applies if you are subject to United States taxation. This Award is intended to comply with the “short-term deferral” rule set forth in Treasury Regulation Section 1.409A-1(b)(4). Notwithstanding the foregoing, if it is determined that the Award fails to satisfy the requirements of the short-term deferral rule and is otherwise deferred compensation subject to Section 409A of the Code, and if you are a “Specified Employee” (within the meaning set forth in Section 409A(a)(2)(B)(i) of the Code) as of the date of your “separation from service” (within the meaning of Treasury Regulation Section 1.409A-1(h) and without regard to any alternative definition thereunder), then the issuance of any Shares that would otherwise be made upon the date of the separation from service or within the first six (6) months thereafter will not be made on the originally scheduled date(s) and will instead be issued in a lump sum on the date that is six (6) months and one day after the date of the separation from service, with the balance of the Shares issued thereafter in accordance with the original vesting and issuance schedule set forth above, but if and only if such delay in the issuance of the Shares is necessary to avoid the imposition of adverse taxation on you in respect of the Shares under Section 409A of the Code. Each installment of Shares that vests is intended to constitute a “separate payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2).

20.Severability. If any part of this Agreement or the Plan is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity will not invalidate any portion of this Agreement or the Plan not declared to be unlawful or invalid. Any Section of this Agreement (or part of such a Section) so declared to be unlawful or invalid will, if possible, be construed in a manner which will give effect to the terms of such Section or part of a Section to the fullest extent possible while remaining lawful and valid.

21.Amendment. This Agreement may not be modified, amended or terminated except by an instrument in writing, signed by you and by a duly authorized representative of the Company. Notwithstanding the foregoing, this Agreement may be amended solely by the Board by a writing which specifically states that it is amending this Agreement, so long as a copy of such amendment is delivered to you, and provided that, except as otherwise expressly provided in the Plan, no such amendment materially adversely affecting your rights hereunder may be made without your written consent. Without limiting the foregoing, the Board reserves the right to change, by written notice to you, the provisions of this Agreement in any way it may deem necessary or advisable to carry out the purpose of the Award as a result of any change in applicable laws or regulations or any future law, regulation, ruling, or judicial decision, provided that any such change shall be applicable only to rights relating to that portion of the Award which is then subject to restrictions as provided herein.

22.Clawback/Recovery. The Award (and any compensation paid or Shares issued under the Award) will be subject to recoupment in accordance with the Autolus Therapeutics plc Policy for Recoupment of Incentive Compensation, any clawback policy that the Company is required to adopt pursuant to the listing standards of any national securities exchange or association on which the Company’s securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act and any implementing regulations thereunder (the “Dodd-Frank Act”), any clawback policy adopted by the Company pursuant to the Dodd-Frank Act or otherwise or other applicable

Exhibit 10.3

law and any other clawback policy that the Company adopts and maintains from time to time. No recovery of compensation under such a clawback policy will be an event giving rise to a right to resign for “good reason” or “constructive termination” (or similar term) under any agreement with the Company.

23.No Advice Regarding Grant. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding your participation in the Plan, or your acquisition or sale of the underlying Shares. You should consult with your own personal tax, legal and financial advisors regarding your participation in the Plan before taking any action.

24.Data Privacy.

(a)To the extent that the processing of your personal data by the Company and its Affiliates under and/or in connection with this Agreement falls within the territorial scope of (i) Regulation (EU) 2016/679 of the European Parliament and of the Council of 27th April 2016 (the “EU GDPR”), (ii) the EU GDPR as it forms part of UK law by virtue of section 3 of the European Union (Withdrawal) Act 2018, as amended (the “UK GDPR”), and/or (iii) equivalent legislation and/or legislation implementing and/or supplementing the EU GDPR or UK GDPR in any member state of the European Economic Area or the UK or Switzerland, Company and/or its Affiliates will carry out such processing in accordance with their EEA/UK privacy notice from time to time in force, the latest version of which has been provided to you.

(b)Except where (a) above applies, you explicitly and unambiguously acknowledge and consent to the collection, use, transfer and other processing of your personal data as described in this paragraph (b) by the Company and its Affiliates for the purpose of implementing, administering and managing your participation in the Plan. You understand that the Company and its Affiliates hold certain personal data about you, including, but not limited to, your name, home address, telephone number, date of birth, social security number (or other identification number), salary, nationality, job title, any Shares or directorships held by you in the Company, details of all Awards or any other entitlement to Shares awarded, cancelled, purchased, exercised, vested, unvested or outstanding in your favor for the purpose of implementing, managing and administering the Plan. You understand that this personal data may be transferred to any third parties assisting in the implementation, administration and management of the Plan.

25.Language. You acknowledge that you are sufficiently proficient in the English language, or have consulted with an advisor who is sufficiently proficient in English, so as to allow you to understand the terms and conditions of this Agreement. If you have received this Agreement, or any other document related to this Award and/or the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control.

26.Foreign Asset/Account, Exchange Control and Tax Reporting. You may be subject to foreign asset/account, exchange control and/or tax reporting requirements as a result of the acquisition, holding and/or transfer of Shares or cash (including dividends and the proceeds arising from the sale of Shares) derived from your participation in the Plan in, to and/or from a brokerage/bank account or legal entity located outside your country. The applicable laws in your country may require that you report such accounts, assets and balances therein, the value thereof and/or the transactions related thereto to the applicable authorities in such country. You may also be required to repatriate sale proceeds or other

Exhibit 10.3

funds received as a result of your participation in the Plan to your country through a designated bank or broker within a certain time after receipt. You acknowledge that it is your responsibility to be compliant with such regulations and you are encouraged to consult with your personal legal advisor for any details.

27.Applicable Law. In the event applicable laws prevent or hinder the consummation of the actions and transactions contemplated in this Agreement or the Plan, the Company may in its sole discretion agree to vary the terms of the Plan and/or this Agreement so that you receive substantially the same economic result as contemplated herein, such as through a cash bonus or phantom stock.

28.Appendix. Notwithstanding any provisions in this Agreement, your Award shall be subject to the special terms and conditions for your country of residence and/or work set forth in the Appendix attached to this Agreement which, where applicable, shall prevail in the event of conflict between such terms and conditions and the terms of this Agreement, Grant Notice, and/or the Plan. Moreover, if you relocate to one of the countries included therein, the terms and conditions for such country will apply to you to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons. The Appendix constitutes part of this Agreement.

29.Choice of Law. The provisions of the Plan relating to choice of law shall apply to this Agreement and the RSUs.

30.Miscellaneous.

(a)The rights and obligations of the Company under your Award shall be transferable by the Company to any one or more persons or entities, and all covenants and agreements hereunder shall inure to the benefit of, and be enforceable by, the Company’s successors and assigns.

(b)You agree upon request to execute any further documents or instruments necessary or desirable in the sole determination of the Company to carry out the purposes or intent of your Award.

(c)You acknowledge and agree that you have reviewed your Award in its entirety, have had an opportunity to obtain the advice of counsel prior to executing and accepting your Award and fully understand all provisions of your Award.

(d)This Agreement shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.

(e)All obligations of the Company under the Plan and this Agreement shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company.

* * * * *

This Agreement shall be deemed to be signed by the Company and you upon the signing by you of the Grant Notice to which it is attached.

APPENDIX

This Appendix includes special terms and conditions that govern the Award granted to you under the Plan if you reside and/or work in any country listed below.

Exhibit 10.3

The information contained herein is general in nature and may not apply to your situation, and you are advised to seek appropriate professional advice as to how the relevant laws in your country may apply to your situation. If you are a citizen or resident of a country other than the one in which you are currently working and/or residing, transfer employment and/or residency to another country after the Date of Grant, are a Consultant, change employment status to a Consultant position, or are considered a resident of another country for local law purposes, the Company shall, in its discretion, determine the extent to which the special terms and conditions contained herein shall be applicable to you.References to your “employer” shall include any entity that engages your services.

United Kingdom

No Cash Settlement. Notwithstanding any provision of the Plan or the Agreement, the Award may not be settled in cash.

Award Not a Service Contract. The following supplements Section 10(c) of the Agreement:

(v) You waive all rights to compensation or damages in consequence of the termination of your office or employment with the Company or any Affiliate for any reason whatsoever (whether lawful or unlawful and including, without prejudice to the foregoing, in circumstances giving rise to a claim for wrongful dismissal) in so far as those rights arise or may arise from you ceasing to hold or being able to vest your Award, or from the loss on diminution in value of any rights or entitlements in connection with the Plan.

Tax Withholding Obligations.The following supplements Section 11 of the Agreement:

(d) As a condition of the vesting of your Award, you therefore unconditionally and irrevocably agree:

(i)to place the Company in funds and indemnify the Company in respect of (1) all liability to UK income tax which the Company is liable to account for on your behalf directly to HM Revenue & Customs; (2) all liability to national insurance contributions which the Company is liable to account for on your behalf to HM Revenue & Customs (including secondary class 1 (employer’s) national insurance contributions for which you are liable); and (3) all liability to national insurance contributions for which the Company is liable which arises as a consequence of or in connection with your Award (the “UK Tax Liability”); or

(ii)to permit the Company to sell at the best price which it can reasonably obtain such number of Shares allocated or allotted to you following vesting as will provide the Company with an amount equal to the UK Tax Liability; and to permit the Company to withhold an amount not exceeding the UK Tax Liability from any payment made to you (including, but not limited to salary); and

(iii)if so required by the Company, and, to the extent permitted by law, to enter into a joint election or other arrangements under which the liability for all or part of such employer’s national insurance contributions liability is transferred to you; and

(iv)if so required by the Company, to enter into a joint election within Section 431 of (UK) Income Tax (Earnings and Pensions) Act 2003 (“ITEPA”) in respect of computing any tax charge on the acquisition of “restricted securities” (as defined in Section 423 and 424 of ITEPA); and

Exhibit 10.3

(v)to sign, promptly, all documents required by the Company to effect the terms of this provision, and references in this provision to “the Company” shall, if applicable, be construed as also referring to any Affiliate.

Acknowledgment of Forfeiture and Clawback Provisions. By accepting the Award, you acknowledge being subject to the provisions of any forfeiture and clawback policy implemented by the Company, including, without limitation, any clawback policy adopted to comply with the requirements of applicable law.

Exhibit 10.3

ATTACHMENT II

2025 INDUCEMENT PLAN

EX-31.1

Exhibit 31.1

Certification by the Principal Executive Officer pursuant to

Securities Exchange Act Rules 13a-14(a) and 15d-14(a)

as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Christian Itin, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q of Autolus Therapeutics plc;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
	(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.		The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
	(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
	(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 8, 2025	/s/ Christian Itin, Ph.D.
	Name: Christian Itin, Ph.D.
	Title: Chief Executive Officer
	(Principal Executive Officer)

EX-31.2

Exhibit 31.2

Certification by the Principal Financial Officer pursuant to

Securities Exchange Act Rules 13a-14(a) and 15d-14(a)

as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Robert Dolski, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q of Autolus Therapeutics plc;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
	(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.		The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
	(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
	(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 8, 2025	/s/ Robert Dolski
	Name: Robert Dolski
	Title: Chief Financial Officer
	(Principal Financial Officer)

EX-32.1

Exhibit 32.1

Certification pursuant to

18 U.S.C. Section 1350, as adopted pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

Pursuant to the requirement set forth in Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. §1350),Christian Itin, Chief Executive Officer of Autolus Therapeutics plc (the “Company”), and Robert Dolski, Chief Financial Officer of the Company, each hereby certifies that, to the best of his or her knowledge:

(1) The Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, to which this Certification is attached as Exhibit 32.1 (the “Periodic Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 8, 2025

/s/ Christian Itin, Ph.D.	/s/ Robert Dolski.
Name:  Christian Itin, Ph.D.	Name:  Robert Dolski
Title:    Chief Executive Officer	Title:    Chief Financial Officer
(Principal Executive Officer)	(Principal Financial Officer)

This certification accompanies the Form 10-Q to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of Autolus Therapeutics plc under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of the Form 10-Q), irrespective of any general incorporation language contained in such filing.

XML

Cover - shares	3 Months Ended
	Mar. 31, 2025	May 07, 2025
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2025
Document Transition Report	false
Entity File Number	001-38547
Entity Registrant Name	AUTOLUS THERAPEUTICS PLC
Entity Incorporation, State or Country Code	X0
Entity Address, Address Line One	The Mediaworks
Entity Address, Address Line Two	191 Wood Lane
Entity Address, City or Town	London
Entity Address, Postal Zip Code	W12 7FP
Entity Address, Country	GB
City Area Code	(44) 20
Local Phone Number	3829 6230
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		266,141,411
Entity Central Index Key	0001730463
Amendment Flag	false
Document Fiscal Year Focus	2025
Document Fiscal Period Focus	Q1
Current Fiscal Year End Date	--12-31
ADR
Document Information [Line Items]
Title of 12(b) Security	American Depositary Shares, each representing one ordinary share, par value $0.000042 per share
Trading Symbol	AUTL
Security Exchange Name	NASDAQ
Ordinary shares
Document Information [Line Items]
Title of 12(b) Security	Ordinary shares, nominal value $0.000042 per share*
Security Exchange Name	NASDAQ
Trading Symbol	true

XML

Unaudited Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2025	Dec. 31, 2024
Current assets:
Cash and cash equivalents	$ 95,799	$ 227,380
Marketable securities - Available-for-sale debt securities	420,776	360,643
Restricted cash	1,452	1,425
Accounts receivable, net	14,317	15
Inventories, net	14,647	4,138
Prepaid expenses and other current assets	68,782	67,328
Total current assets	615,773	660,929
Non-current assets:
Property and equipment, net	57,970	49,553
Intangible assets, net	12,475	12,373
Prepaid expenses and other non-current assets	116	170
Operating lease right-of-use assets, net	56,250	55,498
Long-term deposits	993	963
Deferred tax asset	2,761	3,239
Total assets	746,338	782,725
Current liabilities:
Accounts payable	4,457	1,969
Accrued expenses and other liabilities	49,659	52,276
Deferred revenue	4,725	0
Operating lease liabilities, current	2,974	2,998
Liabilities related to future royalties and milestones, net - current	4,800	3,500
Total current liabilities	66,615	60,743
Non-current liabilities:
Operating lease liabilities, non-current	54,734	49,631
Liabilities related to future royalties and milestones, net - non-current	253,437	244,600
Other long-term payables	444	426
Total liabilities	375,230	355,400
Commitments and contingencies
Shareholders’ equity:
Additional paid-in capital	1,558,469	1,555,593
Accumulated other comprehensive loss	(18,106)	(29,174)
Accumulated deficit	(1,169,385)	(1,099,224)
Total shareholders’ equity	371,108	427,325
Total liabilities and shareholders’ equity	746,338	782,725
Ordinary shares
Shareholders’ equity:
Ordinary and deferred shares, value	12	12
Deferred shares
Shareholders’ equity:
Ordinary and deferred shares, value	0	0
Deferred Class B Shares
Shareholders’ equity:
Ordinary and deferred shares, value	118	118
Deferred Class C Shares
Shareholders’ equity:
Ordinary and deferred shares, value	$ 0	$ 0

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Unaudited Condensed Consolidated Balance Sheets (Parentheticals)	Mar. 31, 2025 $ / shares shares	Mar. 31, 2025 £ / shares shares	Dec. 31, 2024 $ / shares shares	Dec. 31, 2024 £ / shares shares
Ordinary shares
Shareholders’ equity:
Common stock, par value (in usd per share) | $ / shares	$ 0.000042		$ 0.000042
Common stock, shares authorized (shares)	490,909,783	490,909,783	490,909,783	490,909,783
Common stock, shares, issued (shares)	266,125,337	266,125,337	266,121,689	266,121,689
Common stock, shares outstanding (shares)	266,141,411	266,141,411	266,125,337	266,125,337
Deferred shares
Shareholders’ equity:
Common stock, par value (in usd per share) | £ / shares		£ 0.00001		£ 0.00001
Common stock, shares authorized (shares)	34,425	34,425	34,425	34,425
Common stock, shares, issued (shares)	34,425	34,425	34,425	34,425
Common stock, shares outstanding (shares)	34,425	34,425	34,425	34,425
Deferred Class B Shares
Shareholders’ equity:
Common stock, par value (in usd per share) | £ / shares		£ 0.00099		£ 0.00099
Common stock, shares authorized (shares)	88,893,548	88,893,548	88,893,548	88,893,548
Common stock, shares, issued (shares)	88,893,548	88,893,548	88,893,548	88,893,548
Common stock, shares outstanding (shares)	88,893,548	88,893,548	88,893,548	88,893,548
Deferred Class C Shares
Shareholders’ equity:
Common stock, par value (in usd per share) | £ / shares		£ 0.000008		£ 0.000008
Common stock, shares authorized (shares)	1	1	1	1
Common stock, shares, issued (shares)	1	1	1	1
Common stock, shares outstanding (shares)	1	1	1	1

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Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2025	Mar. 31, 2024
Revenues	$ 8,982	$ 10,091
Cost and operating expenses:
Cost of goods sold	(17,951)	0
Research and development expenses, net	(26,734)	(30,671)
Selling, general and administrative expenses	(29,534)	(18,177)
Loss on disposal of property and equipment	(3)	0
Loss from operations	(65,240)	(38,757)
Other income (expense):
Other income (expenses), net	129	(300)
Foreign exchange gain (losses), net	1,181	(1,305)
Interest income	6,137	6,933
Interest expense	(10,143)	(19,269)
Total other expenses, net	(2,696)	(13,941)
Net loss before income tax	(67,936)	(52,698)
Income tax (expense) benefit	(2,225)	8
Net loss	(70,161)	(52,690)
Other comprehensive income (loss):
Foreign currency exchange translation adjustment	10,668	58
Unrealized holding gains on available-for-sale debt securities, net of tax of $0 and $0	400	0
Total other comprehensive income, net of tax	11,068	58
Total comprehensive loss	$ (59,093)	$ (52,632)
Basic net loss per ordinary share (in usd per share)	$ (0.26)	$ (0.24)
Diluted net loss per ordinary share (in usd per share)	$ (0.26)	$ (0.24)
Weighted-average basic ordinary shares (in shares)	266,126,548	222,170,707
Weighted-average diluted ordinary shares (in shares)	266,126,548	222,170,707
Product revenue, net
Revenues	$ 8,982	$ 0
License revenue
Revenues	$ 0	$ 10,091

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Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)(Parenthetical) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2025	Mar. 31, 2024
Income Statement [Abstract]
Unrealized holding losses on available-for-sale debt securities, net of tax	$ 0	$ 0

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Unaudited Condensed Consolidated Statements of Shareholders’ Equity - USD ($)	Total	Ordinary shares	Deferred Class A Shares	Deferred Class B Shares	Deferred Class C Shares	Common shares Ordinary shares	Common shares Deferred Class A Shares	Common shares Deferred Class B Shares	Common shares Deferred Class C Shares	Additional Paid in Capital	Accumulated other comprehensive loss	Accumulated deficit
Beginning balance (in shares) at Dec. 31, 2023						174,101,361	34,425	88,893,548	1
Beginning balance at Dec. 31, 2023	$ 111,474,000					$ 8,000	$ 0	$ 118,000	$ 0	$ 1,018,902,000	$ (28,992,000)	$ (878,562,000)
Stockholders' Equity
Issuance of ordinary shares, net of issuance costs (in shares)						91,666,669
Issuance of ordinary shares, net of issuance costs	520,617,000					$ 4,000				520,613,000
Share-based compensation expense	2,286,000									2,286,000
Vesting of restricted stock unit awards net of shares withheld to cover tax withholding (in shares)						57,524
Exercise of share options (in shares)						102,469
Exercise of share options	285,000									285,000
Other comprehensive income	58,000										58,000
Net loss	(52,690,000)											(52,690,000)
Ending balance (in shares) at Mar. 31, 2024						265,928,023	34,425	88,893,548	1
Ending balance at Mar. 31, 2024	582,030,000					$ 12,000	$ 0	$ 118,000	$ 0	1,542,086,000	(28,934,000)	(931,252,000)
Beginning balance (in shares) at Dec. 31, 2024		266,125,337	34,425	88,893,548	1	266,121,689	34,425	88,893,548	1
Beginning balance at Dec. 31, 2024	427,325,000					$ 12,000	$ 0	$ 118,000	$ 0	1,555,593,000	(29,174,000)	(1,099,224,000)
Stockholders' Equity
Share-based compensation expense	2,876,000									2,876,000
Vesting of restricted stock unit awards net of shares withheld to cover tax withholding (in shares)						3,648
Other comprehensive income	11,068,000										11,068,000
Net loss	(70,161,000)											(70,161,000)
Ending balance (in shares) at Mar. 31, 2025		266,141,411	34,425	88,893,548	1	266,125,337	34,425	88,893,548	1
Ending balance at Mar. 31, 2025	$ 371,108,000					$ 12,000	$ 0	$ 118,000	$ 0	$ 1,558,469,000	$ (18,106,000)	$ (1,169,385,000)

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Unaudited Condensed Consolidated Statements of Cash Flows - USD ($)	3 Months Ended
	Mar. 31, 2025	Mar. 31, 2024
Cash flows from operating activities:
Net loss	$ (70,161,000)	$ (52,690,000)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation on property and equipment	1,992,000	1,806,000
Amortization of intangible assets	285,000	0
Loss on disposal of property and equipment	3,000	0
Share-based compensation net of amounts capitalized	2,867,000	2,284,000
Interest expense accrued on liabilities related to future royalties and milestones, net	10,137,000	19,260,000
Accretion of available-for-sale securities	(2,639,000)	0
Foreign exchange differences	(1,896,000)	1,675,000
Non-cash operating lease expense	1,059,000	1,136,000
Deferred income tax	487,000	(232,000)
Changes in operating assets and liabilities:
Decrease (increase) in prepaid expenses and other current assets	610,000	(10,187,000)
Decrease in prepaid expenses and other non-current assets	116,000	77,000
Increase in inventories, net	(10,099,000)	0
Increase in accounts receivable, net	(14,335,000)	0
Increase in accounts payable	1,862,000	1,318,000
Increase in deferred revenue	4,725,000	0
Decrease in accrued expenses and other liabilities	(3,826,000)	(3,777,000)
Increase (decrease) in operating lease liability	3,248,000	(1,184,000)
Net cash used in operating activities	(75,565,000)	(40,514,000)
Cash flows from investing activities:
Acquisition of property and equipment	(8,243,000)	(533,000)
Purchases of marketable securities: available-for-sale debt securities	(71,304,000)	0
Maturity / redemption of marketable securities: available-for-sale debt securities	20,000,000	0
Net cash used in investing activities	(59,547,000)	(533,000)
Cash flows from financing activities:
Proceeds of issuance of ordinary shares	0	549,977,000
Payments of equity issuance costs	0	(27,520,000)
Proceeds from the exercise of share options	0	285,000
Proceeds from liabilities related to future royalties and milestones, net	0	40,000,000
Payments of issuance costs related to the liabilities related to future royalties and milestones, net	0	(1,301,000)
Net cash provided by financing activities	0	561,441,000
Effect of exchange rate changes on cash, cash equivalents and restricted cash	3,558,000	(1,185,000)
Net (decrease) increase in cash, cash equivalents and restricted cash	(131,554,000)	519,209,000
Cash, cash equivalents and restricted cash, beginning of period	228,805,000	240,335,000
Cash, cash equivalents and restricted cash, end of period	97,251,000	759,544,000
Unaudited supplemental cash flow information
Cash paid for income taxes	9,000	0
Unaudited supplemental non-cash flow information
Property and equipment purchases included in accounts payable or accrued expenses	2,279,000	555,000
Leased assets obtained in exchange for operating lease liabilities	71,000	0
Capitalized share-based compensation, net of forfeitures	9,000	2,000
Capitalized implementation costs included in accrued expenses	289,000	131,000
Equity issuance costs included in accounts payable and accrued expenses	0	1,839,000
Liability issuance costs included in accounts payable and accrued expenses	0	364,000
Reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets:
Cash and cash equivalents	95,799,000	758,529,000
Restricted cash	1,452,000	1,015,000
Total cash, cash equivalents and restricted cash	$ 97,251,000	$ 759,544,000

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Nature of the Business

3 Months Ended

Mar. 31, 2025

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Nature of the Business

Nature of the Business

Autolus Therapeutics plc (with its subsidiaries, collectively, “Autolus” or the “Company”) is an early commercial-stage biopharmaceutical company developing next-generation programmed T cell therapies for the treatment of cancer and autoimmune diseases. Using its broad suite of proprietary and modular T cell programming technologies, the Company is engineering precisely targeted, controlled and highly active T cell therapies that are designed to better recognize target cells, break down their defense mechanisms and attack and kill these cells. The Company believes its programmed T cell therapies have the potential to be best-in- class and to offer patients substantial benefits over the existing standard of care, including the potential for cure in some patients. On November 8, 2024 Autolus was notified by the United States Food and Drug Administration (the “FDA”) that its biologics license application (“BLA”) was approved, allowing for the marketing of AUCATZYL (obecabtagene autoleucel, also known as obe-cel) in the United States for the treatment of adult patients (18 years and older) with relapsed or refractory B-cell precursor acute lymphoblastic leukemia (“r/r B-ALL”). The commercial launch and first sale of AUCATZYL in the United States occurred in January 2025. The United Kingdom Medicines and Healthcare products Regulatory Agency (“MHRA”) granted AUCATZYL conditional marketing authorization in April 2025, and Autolus anticipates commercial launch in the United Kingdom in the second half of 2025. Obe-cel is under regulatory review in the European Union (the “EU”) for the treatment of r/r B-ALL, with marketing authorization submission accepted by the European Medicines Agency (“EMA”) in April 2024, and the Company expects to receive notification of approval status from the EMA in the second half of 2025.

Autolus Therapeutics plc is registered in England and Wales. Its registered office is The MediaWorks, 191 Wood Lane, London, W12 7FP, United Kingdom.

The Company is subject to risks and uncertainties common to companies in the biotechnology industry, including, but not limited to, development by competitors of new technological innovations, dependence on key personnel, protection of proprietary technology, compliance with government regulations and the ability to secure additional capital to fund operations. The Company’s product candidates currently under development will require significant additional research and development efforts, including preclinical and clinical testing and regulatory approval, prior to commercialization. The Company also expects to incur significant additional costs as it expands its commercialization efforts for AUCATZYL. These efforts will require significant amounts of capital, as well as additional personnel, infrastructure, and compliance capabilities. Even if the Company’s product development efforts for obe-cel and its other product candidates are successful, it is uncertain when, if ever, the Company will become profitable.

The Company is a public limited company incorporated under the laws of England and Wales, and qualifies as a “foreign private issuer,” as such term is defined in Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”), and Rule 3b-4 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and, therefore, is not subject to the same requirements that are imposed upon United States domestic issuers by the Securities and Exchange Commission (the “SEC”). The Company has decided to voluntarily file periodic reports, such as annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K on United States domestic issuer forms, which are more detailed and extensive in certain respects, and which must be filed more promptly than the forms currently required for foreign private issuers. Although the Company has voluntarily chosen to file periodic reports and current reports on United States domestic issuer forms, the Company will maintain its status as a foreign private issuer and is not subject to certain other requirements imposed on United States domestic issuers including its officers, directors, and principal shareholders are not subject to the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act.

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Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2025

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated interim financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X, and are presented in US dollars. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

The condensed consolidated balance sheet at December 31, 2024, has been derived from the audited consolidated financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

The significant accounting policies used in the preparation of these unaudited condensed consolidated interim financial statements are consistent with those discussed in Note 2, “Summary of Significant Accounting Policies” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC on March 20, 2025 (the “Annual Report”). The information included in these unaudited condensed consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements and the related notes thereto as of and for the year ended December 31, 2024, included in the Annual Report.

These condensed consolidated interim financial statements include all adjustments, consisting of normal recurring adjustments, which, in the opinion of management, are necessary to fairly state the Company’s financial position as of March 31, 2025, and the results of its operation and cash flows for the three-month period ended March 31, 2025. The interim results and cash flows are not necessarily indicative of results and cash flows that may be expected for the year ending December 31, 2025.

Going Concern

The Company has incurred recurring losses since its inception, including net losses of $70.2 million and $52.7 million for the three months ended March 31, 2025 and 2024, respectively. The Company had an accumulated deficit of $1,169.4 million and $1,099.2 million as of March 31, 2025 and December 31, 2024, respectively. The Company expects to continue to generate operating losses in the foreseeable future. The Company’s inability to raise additional capital as and when needed could have a negative impact on its financial condition and ability to pursue its business strategies. There can be no assurances, however, that the current operating plan will be achieved or that additional funding will be available on terms acceptable to the Company, or at all. The Company expects that its cash and cash equivalents and marketable securities of $95.8 million and $420.8 million, respectively, as of March 31, 2025, will be sufficient to fund the Company’s operations for at least twelve months from the issuance date of these unaudited condensed consolidated interim financial statements and accordingly they have been prepared on a going concern basis. As the Company continues to incur losses, the transition to profitability is dependent upon the successful development, approval and commercialization of its product candidates and achieving a level of revenues adequate to support its cost structure. Even if the Company’s planned regulatory submissions for its products are approved, and the Company is successful in its current and future commercialization efforts, additional funding may be needed before the Company is expected become profitable.

Use of Estimates

The preparation of condensed consolidated interim financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of income and expenses during the reporting periods. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, the accrual for research and development expenses, income taxes, initial fair value of warrants, and present value of liabilities related to future royalties and milestones, net including the related interest expense and cumulative catch-up adjustment, incremental borrowing rates related to the Company’s leased properties, allocation of transaction price using the relative standalone selling price relating to license revenue and the estimated expected rebate and chargeback percentage for revenue deductions related to product revenue, net. Estimates are periodically reviewed in light of changes in circumstances, facts and experience. Actual results could differ from those estimates.

Expected rebate and chargeback percentage for product revenue deductions

Since approval of AUCATZYL in November 2024, Autolus has a short history of actual rebate claims or chargebacks, and such information may have limited predictive value. The Company uses the expected value method to estimate expected rebate and chargeback percentages for revenue deductions, which considers the likelihood of a rebate or chargeback being applicable to sales. The proportion of sales subject to a rebate or chargeback is inherently uncertain and estimates are based on internal assumptions, which may change as it develops more product revenue experience, and third-party data, which we assess for reliability and relevance.

The Company is subject to state government Medicaid and TriCare programs and other qualifying federal and state programs in the United States requiring rebates to be paid to participating state and local government entities, depending on the eligibility and circumstances of patients treated with AUCATZYL.

The Company's wholly-owned subsidiary in the United States also participates in programs with government entities, which are the US Department of Defense (the “DoD”), the US Department of Veterans Affairs (the “VA”) and TriCare, and other parties, including covered entities under the 340B Drug Pricing Program (the “340B Program”), whereby pricing on AUCATZYL is extended below list price to participating entities, including Authorized Treatment Centers (“ATCs”). These entities are entitled to purchase AUCATZYL at the lower program price by charging the Company the difference between their acquisition cost and the lower program price. Estimating expected rebate and chargeback percentages for revenue deductions is judgmental due to the time delay between the date of the sale to ATCs and the subsequent dates on which we are able to determine actual amounts of chargebacks and rebates.

We form estimates of the 340B Program, the DoD and the VA chargeback deductions by analyzing sell-through data relating to the hospital mix of onward sales made by ATCs. For Medicaid and other rebates, the Company forms estimates based on information obtained from claims received, historical and estimated payor mix, setting of care, discount rates and other industry data, and external health coverage statistics. Judgment is applied to consider the relevance and reliability of information used to make these estimates.

The Company's total accrued product revenue deductions as of March 31, 2025 were $0.5 million, including amounts of $0.3 million for the critical estimates subject to greater estimation uncertainty and judgments described above. These are included within accrued expenses and other current liabilities in the condensed consolidated balance sheet as of March 31, 2025.

Segment Information

The Company’s chief operating decision maker (the “CODM”), its Chief Executive Officer and Executive Team members, manages the Company’s operations on an integrated basis for the purpose of appropriately allocating resources. When evaluating the Company’s financial performance, the CODM reviews total revenue, total expenses and expenses by function and makes decisions using this information on a global basis. The Company and the CODM view the Company’s operations and manage its business as a single operating and reportable segment, which is the business of developing and commercializing CAR T therapies.

Inventories, Net

The Company commences capitalization of inventory once regulatory approval for a product candidate is received. Prior to regulatory approval, the Company expenses all such costs as incurred as research and development expenses. The Company capitalizes material costs, labor and applicable overheads that are incurred in the production of its commercial product. Inventory that can be used for either clinical, research or commercial purposes is classified initially as inventory. Inventory that is subsequently used in clinical trials or research activities is expensed once it has been used for research and development purposes.

On November 8, 2024, the Company received FDA approval for AUCATZYL and commenced capitalization of inventory for AUCATZYL from this date. There is no pre-launch inventory recognized on the balance sheet as of March 31, 2025 and December 31, 2024.

Inventories are measured at the lower of cost or net realizable value, with cost determined using a weighted average method for different components of inventory. The Company reviews the recoverability of inventory at each reporting period to determine any changes to net realizable value arising from excess, slow-moving or obsolete inventory. If net realizable value is lower than cost, the inventory will be written down to net realizable value and an impairment charge will be recognized in cost of sales.

Consumables consist of materials used primarily in the quality acceptance testing of AUCATZYL and cleaning of the Company’s commercial manufacturing facility and research and development facilities.

Raw materials inventory consists of completed materials purchased directly from third party suppliers.

Work in progress inventory consists of materials manufactured either by the Company or at contract manufacturing organizations that are either partially manufactured or fully manufactured but are pending quality acceptance release.

Finished goods are completed and quality approved drug products that are either awaiting shipment or are in-transit and therefore have not been delivered to the ATCs.

Product revenue, net

Product revenue

The Company accounts for its revenues pursuant to the provisions of ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”). The Company has identified a single performance obligation which is satisfied upon delivery of the product to the authorized treatment centers. However, the performance obligation is constrained by the right of return/ credit eligibility which expires when a patient is dosed. The Company recognizes revenue from product sales when the customers’ ability to either cancel the order or request a refund has ceased when the product is administered to the patient. Revenues from product revenue, net of gross-to-net deductions, are recognized only to the extent that a significant reversal in the amount of cumulative revenue recognized is not probable of occurring when the uncertainty associated with gross-to- net deductions is subsequently resolved. Product revenues are recognized net of estimated rebates and chargebacks, patient travel assistance and patient co-pay assistance deductions. These deductions to product revenue are referred to as gross-to-net deductions and are estimated and recorded in the period in which the related product revenue occur.

Gross-to-net deductions

Rebates and chargebacks

Rebates and chargebacks are based on contractual arrangements or statutory requirements and include amounts due to payors and healthcare providers under various programs. These amounts may vary by payor and individual plans. Providers qualified under certain programs can purchase the Company's products through our third-party logistics partner at a discount. Our third-party logistics partner then charge the discount back to the Company.

Rebates and chargebacks are estimated primarily based on product sales, including pricing, historical and estimated payor mix, setting of care and discount rates, among other inputs, which require significant estimates and judgment. The Company assesses and updates its estimates each reporting period to reflect actual claims and other current information.

The Company's wholly-owned subsidiary in the United States also participates in programs with government entities, the most significant of which are the DOD, the VA and TriCare, and other parties, including covered entities under the 340B Program, whereby pricing on products is extended below list price to participating entities. These entities purchase products at the lower program price then charge the Company the difference between their acquisition cost and the lower program price. Accounts receivable is reduced for the estimated amount of unprocessed charge-back claims attributable to a sale.

The Company's wholly-owned subsidiary in the United States further participates in state government Medicaid programs and the Tricare program requiring discounts and rebates to participating government entities. All discounts and rebates provided through these programs are included in the Company's Medicaid and Tricare rebate accrual. The estimated amount of unpaid or unbilled rebates are to be recognized and presented as a liability.

On April 1, 2025, the Centers for Medicare and Medicaid Services (“CMS”) included AUCATZYL in their published Healthcare Common Procedure Coding System (“HCPCS”) coding determinations and Hospital Outpatient Prospective Payment System (“OPPS”) payment rates, formalizing reimbursement for patients on government programs. The CMS policy splits the therapeutic dose of AUCATZYL into two administrations for coding and billing purposes. The Company is working with the treatment centers on implementing the coding and payment policy from CMS and is assessing any potential impact on the timing of revenue recognition and the amount of rebates or chargebacks.

Patient Travel, Lodging and Meal Assistance

Travel, lodging, and meal assistance represents financial assistance to qualified patients and their caregiver by reimbursing certain travel, lodging, and meal expenses incurred during their treatment. Accrual for these expenses is based on an estimate of qualified patients that the Company expects to receive this assistance at each reporting period.

Patient Co-Pay Assistance

Co-pay assistance represents financial assistance to qualified patients, assisting them with cost sharing obligations for the Company's product based on benefit design structure required by insurance. The Company's accrual for copay is based on an estimate of claims and the cost per claim that the Company expects to receive associated with qualified patients that exist at each reporting period.

Foreign Currency Translation

The reporting currency of the Company is in U.S. dollars. The Company has determined that its functional currency of the ultimate parent company, Autolus Therapeutics plc, is British Pound Sterling. The functional currency of each subsidiary’s operations is the applicable local currency. Monetary assets and liabilities denominated in currencies other than the Company’s functional currency are translated into the functional currency at rates of exchange prevailing at the balance sheet dates. Non-monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing at the date of the transaction. Translation adjustments are not included in determining net income (loss) but are included in foreign currency translation to other comprehensive loss, a component of shareholders’ equity.

The Company recorded foreign exchange gain of $1.2 million and foreign exchange loss of $1.3 million for the three months ended March 31, 2025 and 2024, respectively, which are included in foreign exchange (gains) losses in the unaudited condensed Consolidated Statements of Operations and Comprehensive Income (Loss).

Recently Issued Accounting Pronouncements

In March 2025, the FASB issued ASU 2025-02, Liabilities (Topic 405): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 122. (“ASU 2025-02”) which amends the Accounting Standards Codification to remove the text of SEC Staff Accounting Bulletin (“SAB”) 121 “Accounting for Obligations to Safeguard Crypto-Assets an Entity Holds for its Platform Users” as it has been rescinded by the issuance of SAB 122. ASU 2025-02 is effective immediately and on a fully retrospective basis to annual periods beginning after December 15, 2024. It is not expected to have an impact on the Company’s consolidated financial statements.

In January 2025, the FASB issued ASU 2025-01—Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date, to clarify the effective date of ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. FASB clarified that all public business entities should initially adopt the disclosure requirements in the ASU 2024-04 in the first annual reporting period beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. The Company is currently assessing the effect of this ASU on its consolidated financial statements and related disclosures.

In November 2024, the FASB issued ASU 2024-03—Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, to improve the disclosures about entity’s expenses. The amendments apply to all public business entities. The ASU is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027 with early adoption permitted. The Company is currently assessing the effect of this ASU on its consolidated financial statements and related disclosures.

In March 2024, the FASB issued ASU 2024-02—Codification Improvements—Amendments to Remove References to the Concepts Statements, that contains amendments to the Codification that remove references to various FASB Concepts Statements. This effort facilitates Codification updates for technical corrections such as conforming amendments, clarifications to guidance, simplifications to wording or the structure of guidance, and other minor improvements. The amendments are effective for public business entities for fiscal years beginning after December 15, 2024, with early adoption permitted. Early application of the amendments in this ASU is permitted for all entities, for any fiscal year or interim period for which financial statements have not yet been issued (or made available for issuance). If an entity adopts the amendments in an interim period, it must adopt them as of the beginning of the fiscal year that includes that interim period. The Company adopted ASU 2024-02 on January 1, 2025 and will apply ASU 2024-02 prospectively to all new transactions recognized on or after the adoption date. The adoption of ASU 2024-02 did not have material effect on the Company's condensed consolidated financial statements and related disclosures for the three months ended March 31, 2025.

In March 2024, the FASB issued ASU 2024-01—Compensation—Stock Compensation (Topic 718): Scope Application of Profits Interest and Similar Awards, to improve GAAP by adding an illustrative example that includes four fact patterns to demonstrate how an entity should apply the scope guidance in paragraph 718-10-15-3 to determine whether a profits interest award should be accounted for in accordance with Topic 718, Compensation—Stock Compensation. For public business entities, the amendments in this ASU are effective for annual periods beginning after December 15, 2024, and interim periods within those annual periods. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. If an entity adopts the amendments in an interim period, it should adopt them as of the beginning of the annual period that includes that interim period. The Company adopted ASU 2024-01 on January 1, 2025. The adoption of ASU 2024-01 did not have material effect on the Company's condensed consolidated financial statements and related disclosures for the three months ended March 31, 2025.

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures. This ASU improves the transparency of income tax disclosure by requiring consistent categories and greater disaggregation of information in the rate reconciliation, and income taxes paid disaggregated by jurisdiction. This guidance is effective for the Company for the year beginning January 1, 2025, with early adoption permitted. The Company does not expect the adoption of ASU 2023-09 to have a material effect on condensed consolidated financial statements and related disclosures for the three months ended March 31, 2025.

Unless otherwise discussed, the impact of recently issued standards that are not yet effective are not expected to have a material impact on the Company’s consolidated financial statements and disclosures.

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Revenue

3 Months Ended

Mar. 31, 2025

Revenue from Contract with Customer [Abstract]

Revenue

Revenue

Product revenue, net

On November 8, 2024 the Company was notified by the FDA that the Company’s BLA was approved, allowing for the marketing of AUCATZYL in the United States for the treatment of adult patients with r/r B-ALL.

Product revenue, net recognized after estimated deductions for rebates, chargebacks and returns for the three months ended March 31, 2025, and 2024, is presented in the table below by geographical location (in thousands):

	Three Months Ended March 31,
	2025		2024
Product revenue, net
United States of America	$	8,982	$	—
Total Product revenue, net	$	8,982	$	—

During the three months ended March 31, 2025, 100% of the Company's product revenue, net was generated through the Company's agent Cardinal Health 105, LLC (“Cardinal Health”) from ATCs on behalf of patients.

Accounts receivable from contracts with customers

Accounts receivable as of March 31, 2025 and December 31, 2024 was $14.3 million and less than $0.1 million, respectively. An allowance for lifetime expected credit losses on accounts receivable is measured using historical credit loss experience, conditions at the end of each reporting period, and reasonable and supportable forecasts that affect collectability. Expected credit losses as of March 31, 2025 and December 31, 2024 were immaterial.

Accruals for rebates, chargebacks and returns

Current and non-current accruals for rebates and chargebacks as of March 31, 2025 were as follows (in thousands):

	Rebates		Chargebacks		Total
As of December 31, 2024	$	—	$	—	$	—
Provisions relates to sales in the period	332		136		468
Credits and payments made	(129)		—		(129)
As of March 31, 2025	$	203	$	136	$	339

License revenue, net

License revenue for the three months ended March 31, 2025, and 2024, is presented in the table below by geographical location (in thousands):

	Three Months Ended March 31,
	2025		2024
License revenue
Europe	$	—	$	10,091
Total License revenue	$	—	$	10,091

Major customers

The Company did not recognize any license revenue during the three months ended March 31, 2025. During the three months ended March 31, 2024, 100% of the Company’s license revenues were generated from BioNTech.

License and Option Agreement with BioNTech

On February 6, 2024, the Company concurrently entered into the BioNTech Agreements.

For further details on the terms and accounting treatment considerations for the BioNTech Agreement, refer to following notes to these interim condensed consolidated financial statements:

•Note 2, “Summary of significant accounting policies”

•Note 13, “Shareholders’ equity”

•Note 15, “Liabilities related to future royalties and milestones, net”

•Note 17, “Commitments and contingencies”

As the BioNTech License and Option Agreement (as defined below) has been accounted for as one freestanding financial instrument with various embedded features, including the Binder License and related transfer of know-how, Technology Options, and Product Options, the Company is required to consider if the embedded features are required to be bifurcated from the host contract and therefore accounted for as a separate derivative. The Company concluded the Binder License and related transfer of know-how, Technology Options, and Product Options meet the scope exception set out in ASC 815-10-15-59(d) and therefore not accounted for as derivatives under ASC 815, Derivatives and Hedging (“ASC 815”).

Binder License

The Company applied ASC 606 to account for the Binder License and related know-how as functional intellectual property. The Binder License and related transfer of know-how were not distinct from one another and must be combined as a performance obligation, as BioNTech requires the know-how to derive benefit from the license. Based on these determinations, the Company identified one combined distinct performance obligation at the inception of the BioNTech License and Option Agreement.

The Company further determined the consideration received included in the transaction price at contract inception, is to be allocated to the one combined performance obligation. The Company determined that the performance obligation was recognized at a point-in-time, upon the delivery of the transfer of know-how and Binder License to BioNTech. The Company recognized total license revenue of $10.1 million (net of foreign exchange differences), related to the BioNTech License and Option Agreement during the three months ended March 31, 2024. No license revenue was recognized during the three months ended March 31, 2025.

The Company is eligible to receive milestone payments of up to $32.0 million in the aggregate upon the achievement of specified clinical development and regulatory milestones for each Binder Licensed Product that achieves such milestones. The Company is also eligible to receive a low single-digit royalty on net sales of Binder Licensed Products, subject to customary reductions, which are subject to specified limits. The royalty will be increased if BioNTech, its affiliates or sublicensees commercialize a Binder Licensed Product in an indication and country in which the Company or its affiliates or licensees also commercializes a product containing the same binders. Under the BioNTech License and Option Agreement, BioNTech is solely responsible for, and has sole decision-making authority with respect to, at its own expense, the exploitation of Binder Licensed Products. Milestone payments and royalty payments are regarded as variable consideration and will be evaluated under the most likely amount method. Milestone payments and royalty payments were not included in the transaction price, as these amounts were fully constrained as of March 31, 2025 and 2024, respectively.

Technology Options

As the Binder Option and the Activity Enhancement Option, the (“Technology Options”) are outside the scope of ASC 815, the Company considered other relevant accounting guidance to apply to this component of the BioNTech License and Option Agreement. The Company therefore applied ASC 606, considering particularly the accounting guidance related to any options granted to customers to purchase additional goods or services at a future date as this could provide a material right to the customer. A material right is a promise embedded in a current contract that should be accounted for as a separate performance obligation. The Company determined the Technology Options were not offered at a significant and incremental discount. Accordingly, the Technology Options granted to BioNTech do not represent a material right and, therefore, were not a performance obligation at the outset of the arrangement. The Technology Option exercise fee equates to the standalone selling price of the technologies underlying each option and consequently, the transaction price of $10.0 million was not allocated to the Technology Options’ performance obligation. No Technology Options were exercised during the three months ended March 31, 2025 and 2024, respectively.

Product Options

As the option to obtain exclusive rights to co-fund development costs of the Company’s development-stage programs AUTO1/22 and AUTO6NG (“Product Options”) are precluded from being accounted for under ASC 815 due to the scope exception, management considered the terms of the Product Options and concluded that they should be accounted for as a gain contingency under the scope of ASC 450 - Contingencies (“ASC 450”). The Product Options, unlike the Technology Options, are 1) still subject to negotiation as to the specific activities to be performed by each party, which will be determined and agreed before the Product Options can be exercised, and 2) have not been exercised upon signature of the BioNTech License and Option Agreement. As a result, Product Options are not accounted for under ASC 606, and no recognition is required under ASC 450, until the Product Options are exercised. No Product Options were exercised during the three months ended March 31, 2025 and 2024, respectively. The product option for AUTO1/22 was not exercised and has expired as of February 8, 2025.

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Interest Expense, Net

3 Months Ended

Mar. 31, 2025

Banking and Thrift, Interest [Abstract]

Interest Expense, Net

Interest Expense, Net

Interest expense consisted of the following (in thousands):

	Three Months Ended March 31,
	2025		2024
Interest expense accrued on liabilities related to future royalties and milestones, net	$	10,138	$	8,390
Cumulative catch-up adjustment arising from the liabilities related to future royalties and milestones, net	—		10,870
Other interest expense	5		9
Total interest expense	$	10,143	$	19,269

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Net Loss Per Share

3 Months Ended

Mar. 31, 2025

Earnings Per Share [Abstract]

Net Loss Per Share

Net Loss Per Share

Basic and diluted net loss per share was calculated as follows (in thousands, except share and per share amounts):

	Three Months Ended March 31,
	2025		2024
Numerator
Net loss	$	(70,161)	$	(52,690)
Net loss - basic and diluted	$	(70,161)	$	(52,690)
Denominator
Weighted-average number of ordinary shares used in net loss per share - basic and diluted	266,126,548		222,170,707
Basic and diluted net loss per ordinary share	$	(0.26)	$	(0.24)

For all periods presented, outstanding but unvested restricted stock units, share options and warrants have been excluded from the calculation, because their effects would be anti-dilutive. Therefore, the weighted average number of ordinary shares used to calculate both basic and diluted loss per share is the same for all periods presented.

The following potentially dilutive securities have been excluded from the calculation of diluted net loss per share due to their anti-dilutive effect:

	Three Months Ended March 31,
	2025	2024
Unvested restricted stock units	16,250	45,719
Share options	30,478,805	17,731,649
Warrants	3,265,306	3,265,306
Total potentially dilutive securities	33,760,361	21,042,674

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Fair Value Measurements

3 Months Ended

Mar. 31, 2025

Fair Value Disclosures [Abstract]

Fair Value Measurements

Fair Value Measurements

The Company uses valuation approaches that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in the following levels:

• Level 1 — Quoted prices in active markets for identical assets or liabilities.

• Level 2 — Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

• Level 3 — Unobservable inputs that reflect the Company’s own assumptions about the assumptions market participants would use in pricing the asset or liability.

The carrying amounts reported in the balance sheet for cash and cash equivalents, restricted cash, prepaid expenses and other assets, accounts payable and accrued expenses and other liabilities approximate their fair value because of the short-term nature of these instruments.

The following tables present information about the Company’s financial assets measured at fair value on a recurring basis and indicate the level of the fair value hierarchy utilized to determine such fair values (in thousands):

	March 31, 2025
	Aggregate estimated fair value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets classified as cash equivalents:
Money market funds	$	87,800	$	87,800	$	—	$	—
Debt Securities issued by Foreign Government	464		—		464		—
	$	88,264	$	87,800	$	464	$	—
Assets classified as marketable securities: available-for-sale debt securities
Commercial paper	$	37,168	$	—	$	37,168	$	—
Corporate debt securities	147,772		—		147,772		—
Debt Securities issued by Foreign Government	130,575		—		130,575		—
United Kingdom Government Gilts	71,913		—		71,913		—
United States Treasury Bills	33,348		33,348		—		—
	$	420,776	$	33,348	$	387,428	$	—

	December 31, 2024
	Aggregate estimated fair value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets classified as cash equivalents:
Money market funds	$	113,447	$	113,447	$	—	$	—
Commercial paper	14,301		—		14,301		—
Debt Securities issued by Foreign Government	54,897		—		54,897		—
United Kingdom Government Gilts	29,358		—		29,358		—
United States Treasury Bills	7,989		7,989		—		—
	$	219,992	$	121,436	$	98,556	$	—
Assets classified as marketable securities: available-for-sale debt securities
Commercial paper	$	21,141	$	—	$	21,141	$	—
Corporate debt securities	151,124		—		151,124		—
Debt Securities issued by Foreign Government	72,012		—		72,012		—
United Kingdom Government Gilts	69,295		—		69,295		—
United States Treasury Bills	47,071		47,071		—		—
	$	360,643	$	47,071	$	313,572	$	—

The Company estimates the fair value of available-for-sale debt securities using actual trade and indicative prices sourced from third-party providers on a daily basis to estimate the fair value. If observable market prices are not available (such as for securities with short maturities and limited second market activity), the securities are priced using a valuation model that maximizes the use of observable inputs, such as market interest rates.

As of March 31, 2025 and December 31, 2024, the Company did not have non-financial assets measured at fair value on a recurring basis. During the three months ended March 31, 2025 and the year ended December 31, 2024, there were no transfers between fair value levels.

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Marketable Securities: Available-For-Sale Debt Securities

3 Months Ended

Mar. 31, 2025

Investments, Debt and Equity Securities [Abstract]

Marketable Securities: Available-For-Sale Debt Securities

Marketable Securities: Available-For-Sale Debt Securities

As of March 31, 2025 and December 31, 2024, the Company has the following investments in available-for-sale debt securities, which are categorized as marketable securities: available-for-sale debt securities on the balance sheet depending on their maturity at acquisition (in thousands):

	March 31, 2025
	Remaining contractual maturity	Amortized cost		Gross unrealized gains		Gross unrealized losses		Aggregate estimated fair value
Marketable securities: available-for-sale debt securities:
Commercial paper	within 1 year	$	37,163	$	6	$	(1)	$	37,168
Corporate debt securities	within 1 year	117,420		24		(53)		117,391
Debt Securities issued by Foreign Government	within 1 year	130,565		14		(4)		130,575
United Kingdom Government Gilts	within 1 year	71,842		71		—		71,913
United States Treasury Bills	within 1 year	18,392		9		(1)		18,400
Corporate debt securities	1 to 5 years	30,405		8		(32)		30,381
United States Treasury Bills	1 to 5 years	14,906		42		—		14,948
Total		$	420,693	$	174	$	(91)	$	420,776

	December 31, 2024
	Remaining contractual maturity	Amortized cost		Gross unrealized gains		Gross unrealized losses		Aggregate estimated fair value
Marketable securities: available-for-sale debt securities:
Commercial paper	within 1 year	$	21,145	$	3	$	(7)	$	21,141
Corporate debt securities	within 1 year	91,853		5		(70)		91,788
Debt Securities issued by Foreign Government	within 1 year	72,056		—		(44)		72,012
United Kingdom Government Gilts	within 1 year	69,320		—		(25)		69,295
United States Treasury Bills	within 1 year	29,663		12		—		29,675
Corporate debt securities	1 to 5 years	59,530		—		(194)		59,336
United States Treasury Bills	1 to 5 years	17,393		7		(4)		17,396
Total		$	360,960	$	27	$	(344)	$	360,643

The number of securities held by the Company and aggregate fair value (in thousands) and in an unrealized loss position as of March 31, 2025 and December 31, 2024 are as follows (in thousands):

	March 31, 2025
	Number of securities held	Gross unrealized losses		Fair market value of investments in an unrealized loss position
Marketable securities: available-for-sale debt securities in a continuous loss position for less than 12 months:
Commercial paper	3	$	(1)	$	9,875
Corporate debt securities	29	(85)		97,556
Debt Securities issued by Foreign Government	4	(4)		28,024
United States Treasury Bills	1	(1)		3,966
Total	37	$	(91)	$	139,421

	December 31, 2024
	Number of securities held	Gross unrealized losses		Fair market value of investments in an unrealized loss position
Marketable securities: available-for-sale debt securities in a continuous loss position for less than 12 months:
Commercial paper	3	$	(7)	$	8,944
Corporate debt securities	41	(264)		133,078
Debt Securities issued by Foreign Government	5	(44)		72,012
United Kingdom Government Gilts	3	(25)		69,295
United States Treasury Bills	4	(4)		9,905
Total	56	$	(344)	$	293,234

The aggregated net unrealized loss on available-for-sale debt securities in the amount of $0.1 million has been recognized in accumulated other comprehensive loss in the Company's condensed consolidated balance sheet as of March 31, 2025.

At March 31, 2025, the Company held 37 marketable securities: available-for-sale debt securities out of its total investment portfolio that were in a continuous unrealized loss position. As of March 31, 2025, no allowance for expected credit losses has been recognized in relation to securities in an unrealized loss position. The related unrealized losses are not severe, have been for a short duration and are due to normal market, exchange rate fluctuations and all securities have an investment-grade credit rating. The Company neither intends to sell these investments nor has concluded that it will more-likely-than-not have to sell them before recovery of their carrying values. The Company also believes that it will be able to collect both principal and interest amounts due to the Company at maturity.

There were no amounts reclassified out of other comprehensive income (loss), net of tax during the three months ended March 31, 2025. There were no available-for-sale debt securities as of December 31, 2024.

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Inventories, Net

3 Months Ended

Mar. 31, 2025

Inventory Disclosure [Abstract]

Inventories, Net

Inventories, Net

Inventories consisted of the following (in thousands):

	March 31,		December 31,
	2025		2024
Consumables	$	4,756	$	2,026
Raw materials	3,046		1,956
Work in progress	5,431		16
Finished goods	1,414		140
Total inventories, net	$	14,647	$	4,138

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Prepaid Expenses and Other Current Assets

3 Months Ended

Mar. 31, 2025

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Prepaid Expenses and Other Current Assets

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following (in thousands):

	March 31,		December 31,
	2025		2024
Research and development claims receivable	$	41,790	$	38,242
Prepayments	13,719		15,212
VAT receivable	5,500		5,996
Deferred cost	2,420		2,320
Accrued interest income	2,349		2,566
Other assets	1,621		1,571
Lease and lease deposit receivable	960		930
Other receivables	423		491
Total prepaid expenses and other current assets	$	68,782	$	67,328

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Property and Equipment, Net

3 Months Ended

Mar. 31, 2025

Property, Plant and Equipment [Abstract]

Property and Equipment, Net

Property and Equipment, Net

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

	March 31,		December 31,
	2025		2024
Lab equipment	$	43,718	$	41,728
Office equipment	6,534		6,330
Furniture and fixtures	2,434		2,359
Leasehold improvements	14,566		14,116
Assets under construction	28,407		19,638
Less: accumulated depreciation	(37,689)		(34,618)
Total property and equipment, net	$	57,970	$	49,553

Depreciation expense for the three months ended March 31, 2025 and 2024 was $2.0 million and $1.8 million, respectively.

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Intangible Assets, Net

3 Months Ended

Mar. 31, 2025

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Assets, Net

Intangible Assets, Net

The following table summarizes the carrying amount of the Company's intangible assets, net of accumulated amortization (in thousands):

	March 31,		December 31,
	2025		2024
Licensed IP rights	$	12,935	$	12,535
Software licenses	47		—
Less: accumulated amortization	(507)		(162)
Total intangibles assets, net	$	12,475	$	12,373

Amortization expense was $0.3 million and nil for the three months ended March 31, 2025 and 2024, respectively. The estimated annual amortization expense related to this asset is $1.1 million for each of the five years ending in 2029.

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Accrued Expenses and Other Liabilities

3 Months Ended

Mar. 31, 2025

Payables and Accruals [Abstract]

Accrued Expenses and Other Liabilities

Accrued Expenses and Other Liabilities

Accrued expenses and other liabilities consisted of the following (in thousands):

	March 31,		December 31,
	2025		2024
Compensation and benefits	$	15,854	$	19,681
Research and development costs	12,682		13,372
Other accrued expenditure	7,505		6,075
Professional fees	7,195		9,075
VAT accrual	3,709		3,594
Other liabilities	2,375		479
Rebates, chargebacks and returns	339		—
Total accrued expenses and other liabilities	$	49,659	$	52,276

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Shareholders’ Equity

3 Months Ended

Mar. 31, 2025

Equity [Abstract]

Shareholders’ Equity

Shareholders’ Equity

Ordinary Shares

Each holder of ordinary shares is entitled to one vote per ordinary share and to receive dividends when and if such dividends are recommended by the Company’s board of directors and declared by the shareholders. As of March 31, 2025, the Company has not declared any dividends.

Restricted Stock Units

At March 31, 2025, restricted stock unit awards for 16,074 ordinary shares had vested but the underlying shares had not been issued. However, these vested restricted stock unit awards have been included in the calculation of the Company’s outstanding shares at March 31, 2025 as they are considered issuable for little or no cash consideration. Subsequent to March 31, 2025, 12,500 of the underlying ordinary shares were issued.

February 2024 Underwritten Offering

On February 12, 2024, the Company completed an underwritten offering of 58,333,336 ADSs representing 58,333,336 ordinary shares at an offering price of $6.00 per ADS. Aggregate net proceeds to the Company, after underwriting discounts and offering expenses, were $326.8 million.

BioNTech Securities Purchase Agreement

Concurrently with the execution of the BioNTech License and Option Agreement (see Note 3 and Note 15), the Company and BioNTech entered into the BioNTech Securities Purchase Agreement (as defined below) pursuant to which the Company sold ADSs, each representing one ordinary share, to BioNTech in a private placement transaction (the “Private Placement”). On February 13, 2024, the Company completed the Private Placement of 33,333,333 ADSs representing 33,333,333 ordinary shares at an offering price of $6.00 per ADS. Aggregate net proceeds to the Company, after underwriting discounts and offering expenses, were $193.8 million.

In the event that BioNTech and the Company enter into a joint manufacturing and commercial services agreement within 18 months of the initial closing of the Private Placement, BioNTech will purchase up to 15,000,000 ADSs for an aggregate purchase price of up to $20.0 million, subject to additional limitations and restrictions.

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Share-Based Compensation

3 Months Ended

Mar. 31, 2025

Share-Based Payment Arrangement [Abstract]

Share-Based Compensation

Share-Based Compensation

The following table summarizes the total share-based compensation expense included in the unaudited condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (in thousands):

	Three Months Ended March 31,
	2025		2024
Research and development expenses	$	998	$	450
Selling, general and administrative expenses	1,732		1,836
Cost of sales	146		—
Capitalized to intangibles, net / property and equipment, net	(9)		(2)
Total share-based compensation expense	$	2,867	$	2,284

Share Options

The table below summarizes Company’s share option activity during the three months ended March 31, 2025:

	Number of Options	Weighted- Average Exercise Price per share		Weighted- Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value (1) (in thousands)
Outstanding as of December 31, 2024	20,754,316	$	5.41	7.78	$	1,536
Granted	10,504,647	1.89			116
Forfeited	(166,459)	3.00			—
Expired	(613,699)	4.88			—
Outstanding as of March 31, 2025	30,478,805	$	4.22	8.37	$	116
Exercisable as of March 31, 2025	11,541,896	$	7.11	6.81	$	75
Vested and expected to vest as of March 31, 2025	30,478,805	$	4.22	8.37	$	116
(1) Aggregate intrinsic value is calculated as the difference between the exercise price of the underlying options and the fair value of ordinary shares for those options in the money as of March 31, 2025.

The weighted average grant-date fair value of share options granted was $1.34 per share option for the three months ended March 31, 2025. The weighted average grant-date fair value of share options granted was $4.53, per share option for the three months ended March 31, 2024.

The total intrinsic value of share options exercised was nil for the three months ended March 31, 2025. The total intrinsic value of options exercised was $0.3 million for the three months ended March 31, 2024.

As of March 31, 2025, the total unrecognized compensation expense related to unvested share options without performance conditions was $22.2 million, which the Company expects to recognize over a weighted average vesting period of 3.51 years.

Restricted Stock Units

The table below summarizes Company’s restricted stock unit (“RSU”) awards activity during the three months ended March 31, 2025:

	Number of restricted units	Weighted average grant date fair value
Unvested and outstanding at December 31, 2024	32,412	$	4.22
Vested	(16,074)	4.67
Forfeited	(88)	6.20
Unvested and outstanding at March 31, 2025	16,250	$	3.77

As of March 31, 2025, there was less than $0.1 million of unrecognized share-based compensation expense related to unvested RSUs without performance conditions, which is expected to be recognized over a weighted average period of 1.07 years.

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Liabilities Related to Future Royalties and Milestones, Net

3 Months Ended

Mar. 31, 2025

Investments, Debt and Equity Securities [Abstract]

Liabilities Related to Future Royalties and Milestones, Net

Liabilities Related to Future Royalties and Milestones, Net

The following table summarizes the carrying amount of the Company's liabilities related to future royalties and milestones, net (in thousands):

	March 31,		December 31,
	2025		2024
Balance at January 1	$	248,100	$	170,899
Initial recognition of BioNTech liability	—		38,335
Proceeds from Blackstone Development Payments received	—		30,000
Interest expense accrued on liabilities related to future royalties and milestones, net	10,137		39,510
Cumulative catch-up adjustment	—		(30,644)
Total liabilities related to future royalties and milestones, net	$	258,237	$	248,100

The following table summarizes the current versus non-current split of the liabilities related to future royalties and milestones, net (in thousands):

	March 31,		December 31,
	2025		2024
Current portion of liabilities related to future royalties and milestones, net	$	4,800	$	3,500
Non-current portion of liabilities related to future royalties and milestones, net	253,437		244,600
Total liabilities related to future royalties and milestones, net	$	258,237	$	248,100

During the three months ended March 31, 2025 and 2024, interest expense on liabilities related to future royalties and milestones, net amounted to $10.1 million and $8.4 million, respectively.

During the three months ended March 31, 2025 and 2024, cumulative catch-up adjustment (included in interest expense) amounted to nil and $10.9 million, respectively.

Blackstone Collaboration Agreement

On November 6, 2021, the Company concurrently entered into the following agreements with BXLS V - Autobahn L.P, (“Blackstone”): (i) Strategic Collaboration Agreement (the “Blackstone Collaboration Agreement”), (ii) Securities Purchase Agreement (the “Blackstone Securities Purchase Agreement”), (iii) Warrant Agreement (the “Blackstone Warrant”) and (iv) Registration Rights Agreement (the “Blackstone Registration Rights Agreement”). The Blackstone Collaboration Agreement, the Blackstone Securities Purchase Agreement, the Blackstone Warrant and the Blackstone Registration Rights Agreement are collectively referred to as the “Blackstone Agreements”. The Blackstone Agreements were entered into and in contemplation of one another and, accordingly, the Company assessed the accounting for the Blackstone Agreements in the aggregate.

For further details on the terms and accounting treatment considerations for these contracts, please refer to following notes to the Company’s consolidated financial statements contained in the Company’s Annual Report:

•Note 2, “Summary of significant accounting policies”

•Note 12, “Liabilities related to future royalties and milestones, net”

•Note 13, “Warrants”

•Note 14, “Shareholders’ equity”

In November 2021, the upfront payment of $50.0 million was paid by Blackstone upon execution of the Blackstone Collaboration Agreement. In December 2022, two Blackstone Development Payments were paid by Blackstone of $35.0 million each as a result of (i) the joint steering committee’s review of the Company’s interim analysis of pivotal FELIX Phase 2 clinical trial of obe-cel in r/r B-ALL and (ii) achievement of a pre-agreed manufacturing milestone as a result of completion of planned activities demonstrating the performance and qualification of the Company’s obe-cel’s manufacturing process. On November 8, 2024, the Company was notified by the FDA that the Company has been granted marketing approval for AUCATZYL for the treatment of adult patients (18 years and older) with r/r B-ALL. The remaining $30.0 million of Blackstone Development Payments are now payable to the Company as a result of such approval.

BioNTech Agreements

On February 6, 2024, the Company concurrently entered into a (i) Securities Purchase Agreement (the “BioNTech Securities Purchase Agreement”), (ii) Registration Rights Agreement, (iii) Letter Agreement and (iv) License and Option Agreement (the “BioNTech License and Option Agreement”), collectively called the “BioNTech Agreements”, with BioNTech. The BioNTech Agreements were entered into and in contemplation of one another and, accordingly, the Company assessed the accounting for these agreements in the aggregate. The following descriptions of the BioNTech Agreements do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements.

For further details on the terms and accounting treatment considerations for these contracts, please refer to following notes to the Company’s consolidated financial statements contained in the Company’s Annual Report:

•Note 1, “Nature of the business”

•Note 2, “Summary of significant accounting policies”

•Note 3, “Revenue”

•Note 12, “Liabilities related to future royalties and milestones, net”

•Note 14, “Shareholders’ equity”

•Note 20, “Commitments and contingencies”

Obe-cel Product Revenue Interest

Under the BioNTech License and Option Agreement, BioNTech has agreed to financially support the expansion of the clinical development program for, and planned commercialization of obe-cel. In exchange for the grant of rights to future revenues from the sales of obe-cel products, BioNTech made an upfront payment to the Company of $40.0 million. The Company will pay BioNTech a low single-digit percentage of annual net sales of obe-cel products, which may be increased up to a mid-single digit percentage in exchange for milestone payments of up to $100.0 million in the aggregate on achievement of certain regulatory events for specific new indications upon BioNTech's election. The Company has accounted for the Obe-cel Product Revenue Interest as a liability primarily due to the Company’s significant continuing involvement in generating the royalty stream. In February 2024, the Company initially recognized the BioNTech Liability at $38.3 million being the face value less debt issuance costs.

Manufacturing and Commercial Services Agreement

Under the terms of the BioNTech License and Option Agreement, the Company has agreed to grant BioNTech the option to negotiate a joint manufacturing and commercial services agreement pursuant to which the parties may access and leverage each other’s manufacturing and commercial capabilities, in addition to Autolus’ commercial site network and infrastructure, with respect to certain of each parties’ CAR T products, including BioNTech’s product candidate BNT211 (the “Manufacturing and Commercial Services Agreement” or “MCSA”). The MCSA, if entered into, would also grant BioNTech access to the Company’s commercial site network and infrastructure.

The carrying amount of the Blackstone Collaboration Liability and BioNTech Liability is based on the Company’s estimate of the future royalties to be paid to BioNTech to be received over the life of the arrangement as discounted using an effective interest rate. The excess or deficit of estimated present value of future royalties over the initial carrying amount, is recognized using the cumulative catch-up method within interest expense using the initial effective interest rate. The imputed rate of interest on the unamortized portion of the Blackstone Collaboration Liability and BioNTech Liability was approximately 15.80% and 28.70% as of March 31, 2025, respectively.

On a quarterly basis, the Company assesses the amount and timing of expected royalty using a combination of internal projections and forecasts from external sources. To the extent the present value of such payments is greater or less than its initial estimates or the timing of such payments is materially different than its original estimates, the Company will adjust the amortization of the BioNTech Liability using the cumulative catch-up method.

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Leases

3 Months Ended

Mar. 31, 2025

Leases [Abstract]

Leases

Leases

Operating leases - Lessee

The Company leases certain office space, laboratory space, and equipment. At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present.

The Company’s costs as a lessee for the three months ended March 31, 2025 and 2024 were as follows (in thousands):

	Three Months Ended March 31,
	2025		2024
Operating lease costs	$	2,172	$	2,098
Variable costs	496		544
Short term lease costs	15		101
Total lease costs	$	2,683	$	2,743

Supplemental cash flow information for the three months ended March 31, 2025 and 2024 were as follows (in thousands):

	Three Months Ended March 31,
Other information	2025		2024
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash (inflows) outflows from operating leases(1)	$	(2,163)	$	1,725
(1) Includes lease incentives received during the three months ended March 31, 2025 relating to our Nucleus facility lease.

The weighted average remaining lease term and weighted average discount rate of operating leases as of March 31, 2025 and 2024 were as follows:

	Three Months Ended March 31,
	2025		2024
Weighted-average remaining lease term - operating leases	16.1 years		16.0 years
Weighted-average discount rate - operating leases	8.16	%	7.44	%

The maturities of operating lease liabilities as of March 31, 2025 were as follows (in thousands):

2025(1)	$	120
2026(1)	8,522
2027	8,625
2028	7,884
2029	5,929
Thereafter	79,890
Total lease payments	110,970
Less: imputed interest	(53,262)
Present value of lease liabilities	$	57,708
(1) Includes lease incentives from the Nucleus facility lease variation amounting to $6.3 million and $0.7 million, for the years ending December 31, 2025 and 2026, respectively.

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Commitments and Contingencies

3 Months Ended

Mar. 31, 2025

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Commitments and Contingencies

Contractual obligations

In July 2022, the Company renegotiated a master services agreement with Adaptive Biotechnologies Corporation (“Adaptive”), under which Adaptive's assay is used to analyze patient samples from r/r B-ALL patients. During the year ended December 31, 2023, the Company recognized all contractual milestones relating to this contract. Under the then-current agreement, the Company would be obligated to make specified payments to Adaptive upon the achievement and receipt of certain regulatory approvals and achievement of commercial milestones in connection with the Company’s use of the Adaptive assay.

In previous periods, the Company has entered into agreements with certain advisory firms. The Company is obligated to make specified payments upon the achievement of certain strategic transactions involving the Company. During the three months ended March 31, 2024, the Company paid a fee under these agreements. There were no fees paid or payable to strategic advisory firms during the three months ended March 31, 2025

The Company has estimated the probability of the Company achieving each potential milestone in relation to the agreements with UCLB, Miltenyi and its agreements with certain advisory firms in accordance with ASC 450. The Company considers regulatory approval, commercial milestones and execution of collaboration agreements probable when actually achieved. Furthermore, the Company recognizes expenses for clinical milestones when their achievement is deemed probable. The Company concluded that, as of March 31, 2025, there were no other milestones for which the likelihood of achievement was currently probable.

Capital Commitments

As of March 31, 2025, the Company’s unconditional purchase obligations for capital expenditures totaled $16.4 million and included signed orders for capital equipment and capital expenditures for construction and related expenditures relating to its properties in the United Kingdom and United States. The Company expects to incur the full amount of these obligations within one year.

Master Supply Commitments

As of March 31, 2025, the Company’s unconditional purchase obligations with Miltenyi Biotec GmbH for reagents and consumables totaled $2.9 million, which the Company expects to incur within one year.

BioNTech Agreements

BioNTech License and Option Agreement - Product Options gain contingency

As the Product Options within the BioNTech License and Option Agreement were an embedded feature within a freestanding financial instrument, the Company assessed if the Product Options should be accounted for as a derivative under ASC 815. However, the Company determined the Product Options met the scope exception for derivative accounting under ASC 815 and therefore should be accounted for a gain contingency under the scope of ASC 450. As of March 31, 2025 and December 31, 2024, Product Options were not exercised and therefore no amounts were recognized.

Refer to Note 15, “Liabilities related to future royalties and milestones, net” for further details about the BioNTech Agreements.

Legal Proceedings

From time to time, the Company may be a party to litigation or subject to claims incident to the ordinary course of business. Regardless of the outcome, litigation can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources and other factors. The Company was not a party to any litigation and did not have contingency reserves established for any liabilities as of March 31, 2025 and December 31, 2024.

Indemnification Agreements

In the normal course of business, the Company enters into contracts and agreements that contain a variety of representations and warranties and provide for general indemnification. The Company’s exposure under these agreements is unknown because they involve claims that may be made against the Company in the future. To date, the Company has not paid any claims or been required to defend any action related to its indemnification obligations. However, the Company may record charges in the future as a result of these indemnification obligations.

In accordance with the indemnification agreements entered into with relevant individuals in accordance with the Company’s Articles of Association, the Company has indemnification obligations to its directors, officers and members of senior management for certain events or occurrences, subject to certain limits, while they are serving at the Company’s request in such capacity.

There have been no claims to date under these indemnification agreements, and the Company has director and officer insurance that may enable it to recover a portion of any amounts paid for future potential claims.

SME R&D tax credit

In the accounting period to December 2023, based on the relevant tax legislation, the Company met the conditions of the R&D intensive scheme, and therefore submitted its corporate tax return on this basis. This is subject to agreement by the United Kingdom tax authority. The tax authority based on their non-statutory guidance, included some expenditure in the calculation of whether a company meets the R&D intensive scheme, which is in conflict with the criteria in the tax legislation. The position is uncertain and the legislation is currently untested in the United Kingdom courts. If the Company's claim is unsuccessful, normal SME relief will be available and there will be a material reduction in the value of the tax credit obtained (18.6% as opposed to 26.97% net benefit). Should the uncertainty be resolved in the Company’s favor, this would result in a gain and accounted for a gain contingency under the scope of ASC 450.

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Segment Reporting

3 Months Ended

Mar. 31, 2025

Segment Reporting [Abstract]

Segment Reporting

Segment Reporting

Long-lived assets

Long-lived assets (excluding intangibles, deferred tax and financial instruments) were located as follows (in thousands):

	March 31,		December 31,
	2025		2024
United Kingdom	$	113,534	$	104,160
United States of America	686		891
Total long-lived assets	$	114,220	$	105,051

Revenue

Revenue recognized by geographic area are disclosed in Note 3, “Revenue”.

Segment profit or loss

The table below is a summary of the segment profit or loss, including significant segment expenses (in thousands):

	March 31,		March 31,
	2025		2024
Product Revenue, net	$	8,982	$	—
License Revenue	—		10,091
Less operating expenses:
Research and clinical development	(13,119)		(5,117)
Product delivery	(19,747)		(19,690)
Commercial and Medical affairs	(19,144)		(9,406)
Support functions	(17,025)		(11,978)
Other segment expenses, net (1)	(5,187)		(2,657)
Total operating expenses	(74,222)		(48,848)
Operating loss	(65,240)		(38,757)
Other income, net	129		(300)
Foreign exchange (losses) gains	1,181		(1,305)
Interest income	6,137		6,933
Interest expense, net	(10,143)		(19,269)
Income tax (expense) benefit	(2,225)		8
Segment and consolidated net loss	$	(70,161)	$	(52,690)
(1) Other segment expenses, net include United Kingdom research and development tax credits, depreciation, amortization and share-based compensation expenses.

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Related Party Transactions

3 Months Ended

Mar. 31, 2025

Related Party Transactions [Abstract]

Related Party Transactions

Related Party Transactions

Blackstone Agreements

In November 2021, the Company concurrently entered into the Blackstone Agreements. As of the execution of the Blackstone Agreements, Blackstone became a related party of the Company, as Blackstone became the owner of more than 10% of the Company’s outstanding voting securities. In addition, Blackstone received and exercised its right to nominate one director to the board of directors of the Company and is therefore considered to be one of the principal owners of the Company.

As of March 31, 2025, the carrying amount of the Blackstone Collaboration Agreement Liability was $219.4 million which included aggregated cumulative non-cash interest expense and cumulative catch-up adjustment of $7.8 million. As of December 31, 2024, the carrying amount of the Blackstone Collaboration Agreement Liability was $211.6 million which included aggregated cumulative non-cash interest expense (including cumulative catch-up adjustments), of $10.7 million. Refer to Note 15, “Liabilities related to future royalties and milestones, net” for further details.

BioNTech Agreements

In February 2024, the Company concurrently entered into the BioNTech Agreements. Upon the execution of the BioNTech Agreements, BioNTech became a related party of the Company. BioNTech owns more than 10% of the Company’s outstanding voting securities and is therefore one of the principal owners of the Company. In addition, BioNTech has the right to nominate one director to the board of directors of the Company which BioNTech has not yet exercised.

As of March 31, 2025, the carrying amount of the BioNTech Liability was $38.8 million which included aggregated cumulative interest expense and cumulative catch-up adjustment of $2.3 million. As of December 31, 2024, the carrying amount of the BioNTech Liability was $36.5 million which included aggregated cumulative non-cash interest expense (including cumulative catch-up adjustments), of $1.8 million. Refer to Note 15, “Liabilities related to future royalties and milestones, net” for further details.

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Subsequent Events

3 Months Ended

Mar. 31, 2025

Subsequent Events [Abstract]

Subsequent Events

Subsequent Events

The Company evaluated subsequent events through May 8, 2025, the date on which these unaudited condensed consolidated financial statements were issued. The United Kingdom Medicines and Healthcare products Regulatory Agency (“MHRA”) granted AUCATZYL conditional marketing authorization on April 25, 2025, and the Company anticipates commercial launch in the United Kingdom in the second half of 2025.

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Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2025	Mar. 31, 2024
Pay vs Performance Disclosure
Net loss	$ (70,161)	$ (52,690)

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Insider Trading Arrangements	3 Months Ended
	Mar. 31, 2025
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

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Summary of Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2025

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

The accompanying unaudited condensed consolidated interim financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X, and are presented in US dollars. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

The condensed consolidated balance sheet at December 31, 2024, has been derived from the audited consolidated financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

The significant accounting policies used in the preparation of these unaudited condensed consolidated interim financial statements are consistent with those discussed in Note 2, “Summary of Significant Accounting Policies” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC on March 20, 2025 (the “Annual Report”). The information included in these unaudited condensed consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements and the related notes thereto as of and for the year ended December 31, 2024, included in the Annual Report.

These condensed consolidated interim financial statements include all adjustments, consisting of normal recurring adjustments, which, in the opinion of management, are necessary to fairly state the Company’s financial position as of March 31, 2025, and the results of its operation and cash flows for the three-month period ended March 31, 2025. The interim results and cash flows are not necessarily indicative of results and cash flows that may be expected for the year ending December 31, 2025.

Going Concern

Going Concern

The Company has incurred recurring losses since its inception, including net losses of $70.2 million and $52.7 million for the three months ended March 31, 2025 and 2024, respectively. The Company had an accumulated deficit of $1,169.4 million and $1,099.2 million as of March 31, 2025 and December 31, 2024, respectively. The Company expects to continue to generate operating losses in the foreseeable future. The Company’s inability to raise additional capital as and when needed could have a negative impact on its financial condition and ability to pursue its business strategies. There can be no assurances, however, that the current operating plan will be achieved or that additional funding will be available on terms acceptable to the Company, or at all. The Company expects that its cash and cash equivalents and marketable securities of $95.8 million and $420.8 million, respectively, as of March 31, 2025, will be sufficient to fund the Company’s operations for at least twelve months from the issuance date of these unaudited condensed consolidated interim financial statements and accordingly they have been prepared on a going concern basis. As the Company continues to incur losses, the transition to profitability is dependent upon the successful development, approval and commercialization of its product candidates and achieving a level of revenues adequate to support its cost structure. Even if the Company’s planned regulatory submissions for its products are approved, and the Company is successful in its current and future commercialization efforts, additional funding may be needed before the Company is expected become profitable.

Use of Estimates

Use of Estimates

The preparation of condensed consolidated interim financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of income and expenses during the reporting periods. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, the accrual for research and development expenses, income taxes, initial fair value of warrants, and present value of liabilities related to future royalties and milestones, net including the related interest expense and cumulative catch-up adjustment, incremental borrowing rates related to the Company’s leased properties, allocation of transaction price using the relative standalone selling price relating to license revenue and the estimated expected rebate and chargeback percentage for revenue deductions related to product revenue, net. Estimates are periodically reviewed in light of changes in circumstances, facts and experience. Actual results could differ from those estimates.

Expected rebate and chargeback percentage for product revenue deductions

Since approval of AUCATZYL in November 2024, Autolus has a short history of actual rebate claims or chargebacks, and such information may have limited predictive value. The Company uses the expected value method to estimate expected rebate and chargeback percentages for revenue deductions, which considers the likelihood of a rebate or chargeback being applicable to sales. The proportion of sales subject to a rebate or chargeback is inherently uncertain and estimates are based on internal assumptions, which may change as it develops more product revenue experience, and third-party data, which we assess for reliability and relevance.

The Company is subject to state government Medicaid and TriCare programs and other qualifying federal and state programs in the United States requiring rebates to be paid to participating state and local government entities, depending on the eligibility and circumstances of patients treated with AUCATZYL.

The Company's wholly-owned subsidiary in the United States also participates in programs with government entities, which are the US Department of Defense (the “DoD”), the US Department of Veterans Affairs (the “VA”) and TriCare, and other parties, including covered entities under the 340B Drug Pricing Program (the “340B Program”), whereby pricing on AUCATZYL is extended below list price to participating entities, including Authorized Treatment Centers (“ATCs”). These entities are entitled to purchase AUCATZYL at the lower program price by charging the Company the difference between their acquisition cost and the lower program price. Estimating expected rebate and chargeback percentages for revenue deductions is judgmental due to the time delay between the date of the sale to ATCs and the subsequent dates on which we are able to determine actual amounts of chargebacks and rebates.

We form estimates of the 340B Program, the DoD and the VA chargeback deductions by analyzing sell-through data relating to the hospital mix of onward sales made by ATCs. For Medicaid and other rebates, the Company forms estimates based on information obtained from claims received, historical and estimated payor mix, setting of care, discount rates and other industry data, and external health coverage statistics. Judgment is applied to consider the relevance and reliability of information used to make these estimates.

The Company's total accrued product revenue deductions as of March 31, 2025 were $0.5 million, including amounts of $0.3 million for the critical estimates subject to greater estimation uncertainty and judgments described above. These are included within accrued expenses and other current liabilities in the condensed consolidated balance sheet as of March 31, 2025.

Segment Information

Segment Information

The Company’s chief operating decision maker (the “CODM”), its Chief Executive Officer and Executive Team members, manages the Company’s operations on an integrated basis for the purpose of appropriately allocating resources. When evaluating the Company’s financial performance, the CODM reviews total revenue, total expenses and expenses by function and makes decisions using this information on a global basis. The Company and the CODM view the Company’s operations and manage its business as a single operating and reportable segment, which is the business of developing and commercializing CAR T therapies.

Inventories, Net

Inventories, Net

The Company commences capitalization of inventory once regulatory approval for a product candidate is received. Prior to regulatory approval, the Company expenses all such costs as incurred as research and development expenses. The Company capitalizes material costs, labor and applicable overheads that are incurred in the production of its commercial product. Inventory that can be used for either clinical, research or commercial purposes is classified initially as inventory. Inventory that is subsequently used in clinical trials or research activities is expensed once it has been used for research and development purposes.

On November 8, 2024, the Company received FDA approval for AUCATZYL and commenced capitalization of inventory for AUCATZYL from this date. There is no pre-launch inventory recognized on the balance sheet as of March 31, 2025 and December 31, 2024.

Inventories are measured at the lower of cost or net realizable value, with cost determined using a weighted average method for different components of inventory. The Company reviews the recoverability of inventory at each reporting period to determine any changes to net realizable value arising from excess, slow-moving or obsolete inventory. If net realizable value is lower than cost, the inventory will be written down to net realizable value and an impairment charge will be recognized in cost of sales.

Consumables consist of materials used primarily in the quality acceptance testing of AUCATZYL and cleaning of the Company’s commercial manufacturing facility and research and development facilities.

Raw materials inventory consists of completed materials purchased directly from third party suppliers.

Work in progress inventory consists of materials manufactured either by the Company or at contract manufacturing organizations that are either partially manufactured or fully manufactured but are pending quality acceptance release.

Finished goods are completed and quality approved drug products that are either awaiting shipment or are in-transit and therefore have not been delivered to the ATCs.

Product revenue, net

Product revenue, net

Product revenue

The Company accounts for its revenues pursuant to the provisions of ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”). The Company has identified a single performance obligation which is satisfied upon delivery of the product to the authorized treatment centers. However, the performance obligation is constrained by the right of return/ credit eligibility which expires when a patient is dosed. The Company recognizes revenue from product sales when the customers’ ability to either cancel the order or request a refund has ceased when the product is administered to the patient. Revenues from product revenue, net of gross-to-net deductions, are recognized only to the extent that a significant reversal in the amount of cumulative revenue recognized is not probable of occurring when the uncertainty associated with gross-to- net deductions is subsequently resolved. Product revenues are recognized net of estimated rebates and chargebacks, patient travel assistance and patient co-pay assistance deductions. These deductions to product revenue are referred to as gross-to-net deductions and are estimated and recorded in the period in which the related product revenue occur.

Gross-to-net deductions

Rebates and chargebacks

Rebates and chargebacks are based on contractual arrangements or statutory requirements and include amounts due to payors and healthcare providers under various programs. These amounts may vary by payor and individual plans. Providers qualified under certain programs can purchase the Company's products through our third-party logistics partner at a discount. Our third-party logistics partner then charge the discount back to the Company.

Rebates and chargebacks are estimated primarily based on product sales, including pricing, historical and estimated payor mix, setting of care and discount rates, among other inputs, which require significant estimates and judgment. The Company assesses and updates its estimates each reporting period to reflect actual claims and other current information.

The Company's wholly-owned subsidiary in the United States also participates in programs with government entities, the most significant of which are the DOD, the VA and TriCare, and other parties, including covered entities under the 340B Program, whereby pricing on products is extended below list price to participating entities. These entities purchase products at the lower program price then charge the Company the difference between their acquisition cost and the lower program price. Accounts receivable is reduced for the estimated amount of unprocessed charge-back claims attributable to a sale.

The Company's wholly-owned subsidiary in the United States further participates in state government Medicaid programs and the Tricare program requiring discounts and rebates to participating government entities. All discounts and rebates provided through these programs are included in the Company's Medicaid and Tricare rebate accrual. The estimated amount of unpaid or unbilled rebates are to be recognized and presented as a liability.

On April 1, 2025, the Centers for Medicare and Medicaid Services (“CMS”) included AUCATZYL in their published Healthcare Common Procedure Coding System (“HCPCS”) coding determinations and Hospital Outpatient Prospective Payment System (“OPPS”) payment rates, formalizing reimbursement for patients on government programs. The CMS policy splits the therapeutic dose of AUCATZYL into two administrations for coding and billing purposes. The Company is working with the treatment centers on implementing the coding and payment policy from CMS and is assessing any potential impact on the timing of revenue recognition and the amount of rebates or chargebacks.

Patient Travel, Lodging and Meal Assistance

Travel, lodging, and meal assistance represents financial assistance to qualified patients and their caregiver by reimbursing certain travel, lodging, and meal expenses incurred during their treatment. Accrual for these expenses is based on an estimate of qualified patients that the Company expects to receive this assistance at each reporting period.

Patient Co-Pay Assistance

Co-pay assistance represents financial assistance to qualified patients, assisting them with cost sharing obligations for the Company's product based on benefit design structure required by insurance. The Company's accrual for copay is based on an estimate of claims and the cost per claim that the Company expects to receive associated with qualified patients that exist at each reporting period.

Foreign Currency Translation

Foreign Currency Translation

The reporting currency of the Company is in U.S. dollars. The Company has determined that its functional currency of the ultimate parent company, Autolus Therapeutics plc, is British Pound Sterling. The functional currency of each subsidiary’s operations is the applicable local currency. Monetary assets and liabilities denominated in currencies other than the Company’s functional currency are translated into the functional currency at rates of exchange prevailing at the balance sheet dates. Non-monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing at the date of the transaction. Translation adjustments are not included in determining net income (loss) but are included in foreign currency translation to other comprehensive loss, a component of shareholders’ equity.

The Company recorded foreign exchange gain of $1.2 million and foreign exchange loss of $1.3 million for the three months ended March 31, 2025 and 2024, respectively, which are included in foreign exchange (gains) losses in the unaudited condensed Consolidated Statements of Operations and Comprehensive Income (Loss).

Recently Issued Accounting Pronouncements

Recently Issued Accounting Pronouncements

In March 2025, the FASB issued ASU 2025-02, Liabilities (Topic 405): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 122. (“ASU 2025-02”) which amends the Accounting Standards Codification to remove the text of SEC Staff Accounting Bulletin (“SAB”) 121 “Accounting for Obligations to Safeguard Crypto-Assets an Entity Holds for its Platform Users” as it has been rescinded by the issuance of SAB 122. ASU 2025-02 is effective immediately and on a fully retrospective basis to annual periods beginning after December 15, 2024. It is not expected to have an impact on the Company’s consolidated financial statements.

In January 2025, the FASB issued ASU 2025-01—Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date, to clarify the effective date of ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. FASB clarified that all public business entities should initially adopt the disclosure requirements in the ASU 2024-04 in the first annual reporting period beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. The Company is currently assessing the effect of this ASU on its consolidated financial statements and related disclosures.

In November 2024, the FASB issued ASU 2024-03—Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, to improve the disclosures about entity’s expenses. The amendments apply to all public business entities. The ASU is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027 with early adoption permitted. The Company is currently assessing the effect of this ASU on its consolidated financial statements and related disclosures.

In March 2024, the FASB issued ASU 2024-02—Codification Improvements—Amendments to Remove References to the Concepts Statements, that contains amendments to the Codification that remove references to various FASB Concepts Statements. This effort facilitates Codification updates for technical corrections such as conforming amendments, clarifications to guidance, simplifications to wording or the structure of guidance, and other minor improvements. The amendments are effective for public business entities for fiscal years beginning after December 15, 2024, with early adoption permitted. Early application of the amendments in this ASU is permitted for all entities, for any fiscal year or interim period for which financial statements have not yet been issued (or made available for issuance). If an entity adopts the amendments in an interim period, it must adopt them as of the beginning of the fiscal year that includes that interim period. The Company adopted ASU 2024-02 on January 1, 2025 and will apply ASU 2024-02 prospectively to all new transactions recognized on or after the adoption date. The adoption of ASU 2024-02 did not have material effect on the Company's condensed consolidated financial statements and related disclosures for the three months ended March 31, 2025.

In March 2024, the FASB issued ASU 2024-01—Compensation—Stock Compensation (Topic 718): Scope Application of Profits Interest and Similar Awards, to improve GAAP by adding an illustrative example that includes four fact patterns to demonstrate how an entity should apply the scope guidance in paragraph 718-10-15-3 to determine whether a profits interest award should be accounted for in accordance with Topic 718, Compensation—Stock Compensation. For public business entities, the amendments in this ASU are effective for annual periods beginning after December 15, 2024, and interim periods within those annual periods. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. If an entity adopts the amendments in an interim period, it should adopt them as of the beginning of the annual period that includes that interim period. The Company adopted ASU 2024-01 on January 1, 2025. The adoption of ASU 2024-01 did not have material effect on the Company's condensed consolidated financial statements and related disclosures for the three months ended March 31, 2025.

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures. This ASU improves the transparency of income tax disclosure by requiring consistent categories and greater disaggregation of information in the rate reconciliation, and income taxes paid disaggregated by jurisdiction. This guidance is effective for the Company for the year beginning January 1, 2025, with early adoption permitted. The Company does not expect the adoption of ASU 2023-09 to have a material effect on condensed consolidated financial statements and related disclosures for the three months ended March 31, 2025.

Unless otherwise discussed, the impact of recently issued standards that are not yet effective are not expected to have a material impact on the Company’s consolidated financial statements and disclosures.

Fair value measurements

The Company uses valuation approaches that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in the following levels:

• Level 1 — Quoted prices in active markets for identical assets or liabilities.

• Level 2 — Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

• Level 3 — Unobservable inputs that reflect the Company’s own assumptions about the assumptions market participants would use in pricing the asset or liability.

The carrying amounts reported in the balance sheet for cash and cash equivalents, restricted cash, prepaid expenses and other assets, accounts payable and accrued expenses and other liabilities approximate their fair value because of the short-term nature of these instruments.

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Revenue (Tables)

3 Months Ended

Mar. 31, 2025

Revenue from Contract with Customer [Abstract]

Schedule of Revenue by Geographical Location

Product revenue, net recognized after estimated deductions for rebates, chargebacks and returns for the three months ended March 31, 2025, and 2024, is presented in the table below by geographical location (in thousands):

	Three Months Ended March 31,
	2025		2024
Product revenue, net
United States of America	$	8,982	$	—
Total Product revenue, net	$	8,982	$	—

License revenue for the three months ended March 31, 2025, and 2024, is presented in the table below by geographical location (in thousands):

	Three Months Ended March 31,
	2025		2024
License revenue
Europe	$	—	$	10,091
Total License revenue	$	—	$	10,091

Schedule of Accruals for Rebates and Chargebacks

Current and non-current accruals for rebates and chargebacks as of March 31, 2025 were as follows (in thousands):

	Rebates		Chargebacks		Total
As of December 31, 2024	$	—	$	—	$	—
Provisions relates to sales in the period	332		136		468
Credits and payments made	(129)		—		(129)
As of March 31, 2025	$	203	$	136	$	339

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Interest Expense, Net (Tables)

3 Months Ended

Mar. 31, 2025

Banking and Thrift, Interest [Abstract]

Schedule of Interest Expense, Net

Interest expense consisted of the following (in thousands):

	Three Months Ended March 31,
	2025		2024
Interest expense accrued on liabilities related to future royalties and milestones, net	$	10,138	$	8,390
Cumulative catch-up adjustment arising from the liabilities related to future royalties and milestones, net	—		10,870
Other interest expense	5		9
Total interest expense	$	10,143	$	19,269

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Net Loss Per Share (Tables)

3 Months Ended

Mar. 31, 2025

Earnings Per Share [Abstract]

Schedule of Basic and Diluted Net Loss Per Share

Basic and diluted net loss per share was calculated as follows (in thousands, except share and per share amounts):

	Three Months Ended March 31,
	2025		2024
Numerator
Net loss	$	(70,161)	$	(52,690)
Net loss - basic and diluted	$	(70,161)	$	(52,690)
Denominator
Weighted-average number of ordinary shares used in net loss per share - basic and diluted	266,126,548		222,170,707
Basic and diluted net loss per ordinary share	$	(0.26)	$	(0.24)

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share

The following potentially dilutive securities have been excluded from the calculation of diluted net loss per share due to their anti-dilutive effect:

	Three Months Ended March 31,
	2025	2024
Unvested restricted stock units	16,250	45,719
Share options	30,478,805	17,731,649
Warrants	3,265,306	3,265,306
Total potentially dilutive securities	33,760,361	21,042,674

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Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2025

Fair Value Disclosures [Abstract]

Schedule of Fair Value Measurements, Recurring and Nonrecurring

The following tables present information about the Company’s financial assets measured at fair value on a recurring basis and indicate the level of the fair value hierarchy utilized to determine such fair values (in thousands):

	March 31, 2025
	Aggregate estimated fair value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets classified as cash equivalents:
Money market funds	$	87,800	$	87,800	$	—	$	—
Debt Securities issued by Foreign Government	464		—		464		—
	$	88,264	$	87,800	$	464	$	—
Assets classified as marketable securities: available-for-sale debt securities
Commercial paper	$	37,168	$	—	$	37,168	$	—
Corporate debt securities	147,772		—		147,772		—
Debt Securities issued by Foreign Government	130,575		—		130,575		—
United Kingdom Government Gilts	71,913		—		71,913		—
United States Treasury Bills	33,348		33,348		—		—
	$	420,776	$	33,348	$	387,428	$	—

	December 31, 2024
	Aggregate estimated fair value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets classified as cash equivalents:
Money market funds	$	113,447	$	113,447	$	—	$	—
Commercial paper	14,301		—		14,301		—
Debt Securities issued by Foreign Government	54,897		—		54,897		—
United Kingdom Government Gilts	29,358		—		29,358		—
United States Treasury Bills	7,989		7,989		—		—
	$	219,992	$	121,436	$	98,556	$	—
Assets classified as marketable securities: available-for-sale debt securities
Commercial paper	$	21,141	$	—	$	21,141	$	—
Corporate debt securities	151,124		—		151,124		—
Debt Securities issued by Foreign Government	72,012		—		72,012		—
United Kingdom Government Gilts	69,295		—		69,295		—
United States Treasury Bills	47,071		47,071		—		—
	$	360,643	$	47,071	$	313,572	$	—

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Marketable Securities: Available-For-Sale Debt Securities (Tables)

3 Months Ended

Mar. 31, 2025

Investments, Debt and Equity Securities [Abstract]

Schedule of Available-for-Sale Securities by Significant Investment Category

As of March 31, 2025 and December 31, 2024, the Company has the following investments in available-for-sale debt securities, which are categorized as marketable securities: available-for-sale debt securities on the balance sheet depending on their maturity at acquisition (in thousands):

	March 31, 2025
	Remaining contractual maturity	Amortized cost		Gross unrealized gains		Gross unrealized losses		Aggregate estimated fair value
Marketable securities: available-for-sale debt securities:
Commercial paper	within 1 year	$	37,163	$	6	$	(1)	$	37,168
Corporate debt securities	within 1 year	117,420		24		(53)		117,391
Debt Securities issued by Foreign Government	within 1 year	130,565		14		(4)		130,575
United Kingdom Government Gilts	within 1 year	71,842		71		—		71,913
United States Treasury Bills	within 1 year	18,392		9		(1)		18,400
Corporate debt securities	1 to 5 years	30,405		8		(32)		30,381
United States Treasury Bills	1 to 5 years	14,906		42		—		14,948
Total		$	420,693	$	174	$	(91)	$	420,776

	December 31, 2024
	Remaining contractual maturity	Amortized cost		Gross unrealized gains		Gross unrealized losses		Aggregate estimated fair value
Marketable securities: available-for-sale debt securities:
Commercial paper	within 1 year	$	21,145	$	3	$	(7)	$	21,141
Corporate debt securities	within 1 year	91,853		5		(70)		91,788
Debt Securities issued by Foreign Government	within 1 year	72,056		—		(44)		72,012
United Kingdom Government Gilts	within 1 year	69,320		—		(25)		69,295
United States Treasury Bills	within 1 year	29,663		12		—		29,675
Corporate debt securities	1 to 5 years	59,530		—		(194)		59,336
United States Treasury Bills	1 to 5 years	17,393		7		(4)		17,396
Total		$	360,960	$	27	$	(344)	$	360,643

Schedule of Amount of Gross Unrealized Losses and Estimated Fair Value for Available-for-Sale Securities in an Unrealized Loss Position by Length of Time

The number of securities held by the Company and aggregate fair value (in thousands) and in an unrealized loss position as of March 31, 2025 and December 31, 2024 are as follows (in thousands):

	March 31, 2025
	Number of securities held	Gross unrealized losses		Fair market value of investments in an unrealized loss position
Marketable securities: available-for-sale debt securities in a continuous loss position for less than 12 months:
Commercial paper	3	$	(1)	$	9,875
Corporate debt securities	29	(85)		97,556
Debt Securities issued by Foreign Government	4	(4)		28,024
United States Treasury Bills	1	(1)		3,966
Total	37	$	(91)	$	139,421

	December 31, 2024
	Number of securities held	Gross unrealized losses		Fair market value of investments in an unrealized loss position
Marketable securities: available-for-sale debt securities in a continuous loss position for less than 12 months:
Commercial paper	3	$	(7)	$	8,944
Corporate debt securities	41	(264)		133,078
Debt Securities issued by Foreign Government	5	(44)		72,012
United Kingdom Government Gilts	3	(25)		69,295
United States Treasury Bills	4	(4)		9,905
Total	56	$	(344)	$	293,234

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Inventories, Net (Tables)

3 Months Ended

Mar. 31, 2025

Inventory Disclosure [Abstract]

Schedule of Inventories

Inventories consisted of the following (in thousands):

	March 31,		December 31,
	2025		2024
Consumables	$	4,756	$	2,026
Raw materials	3,046		1,956
Work in progress	5,431		16
Finished goods	1,414		140
Total inventories, net	$	14,647	$	4,138

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Prepaid Expenses and Other Current Assets (Tables)

3 Months Ended

Mar. 31, 2025

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Schedule of Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following (in thousands):

	March 31,		December 31,
	2025		2024
Research and development claims receivable	$	41,790	$	38,242
Prepayments	13,719		15,212
VAT receivable	5,500		5,996
Deferred cost	2,420		2,320
Accrued interest income	2,349		2,566
Other assets	1,621		1,571
Lease and lease deposit receivable	960		930
Other receivables	423		491
Total prepaid expenses and other current assets	$	68,782	$	67,328

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Property and Equipment, Net (Tables)

3 Months Ended

Mar. 31, 2025

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment, Net

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

	March 31,		December 31,
	2025		2024
Lab equipment	$	43,718	$	41,728
Office equipment	6,534		6,330
Furniture and fixtures	2,434		2,359
Leasehold improvements	14,566		14,116
Assets under construction	28,407		19,638
Less: accumulated depreciation	(37,689)		(34,618)
Total property and equipment, net	$	57,970	$	49,553

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Intangible Assets, Net (Tables)

3 Months Ended

Mar. 31, 2025

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Carrying Amount of Intangible Assets

The following table summarizes the carrying amount of the Company's intangible assets, net of accumulated amortization (in thousands):

	March 31,		December 31,
	2025		2024
Licensed IP rights	$	12,935	$	12,535
Software licenses	47		—
Less: accumulated amortization	(507)		(162)
Total intangibles assets, net	$	12,475	$	12,373

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Accrued Expenses and Other Liabilities (Tables)

3 Months Ended

Mar. 31, 2025

Payables and Accruals [Abstract]

Schedule of Accrued Expenses and Other Liabilities

Accrued expenses and other liabilities consisted of the following (in thousands):

	March 31,		December 31,
	2025		2024
Compensation and benefits	$	15,854	$	19,681
Research and development costs	12,682		13,372
Other accrued expenditure	7,505		6,075
Professional fees	7,195		9,075
VAT accrual	3,709		3,594
Other liabilities	2,375		479
Rebates, chargebacks and returns	339		—
Total accrued expenses and other liabilities	$	49,659	$	52,276

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Share-Based Compensation (Tables)

3 Months Ended

Mar. 31, 2025

Share-Based Payment Arrangement [Abstract]

Schedule of Share-based Compensation Expense

The following table summarizes the total share-based compensation expense included in the unaudited condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (in thousands):

	Three Months Ended March 31,
	2025		2024
Research and development expenses	$	998	$	450
Selling, general and administrative expenses	1,732		1,836
Cost of sales	146		—
Capitalized to intangibles, net / property and equipment, net	(9)		(2)
Total share-based compensation expense	$	2,867	$	2,284

Schedule of Stock Options

The table below summarizes Company’s share option activity during the three months ended March 31, 2025:

	Number of Options	Weighted- Average Exercise Price per share		Weighted- Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value (1) (in thousands)
Outstanding as of December 31, 2024	20,754,316	$	5.41	7.78	$	1,536
Granted	10,504,647	1.89			116
Forfeited	(166,459)	3.00			—
Expired	(613,699)	4.88			—
Outstanding as of March 31, 2025	30,478,805	$	4.22	8.37	$	116
Exercisable as of March 31, 2025	11,541,896	$	7.11	6.81	$	75
Vested and expected to vest as of March 31, 2025	30,478,805	$	4.22	8.37	$	116
(1) Aggregate intrinsic value is calculated as the difference between the exercise price of the underlying options and the fair value of ordinary shares for those options in the money as of March 31, 2025.

Schedule of Restricted Stock Units

The table below summarizes Company’s restricted stock unit (“RSU”) awards activity during the three months ended March 31, 2025:

	Number of restricted units	Weighted average grant date fair value
Unvested and outstanding at December 31, 2024	32,412	$	4.22
Vested	(16,074)	4.67
Forfeited	(88)	6.20
Unvested and outstanding at March 31, 2025	16,250	$	3.77

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Liabilities Related to Future Royalties and Milestones, Net (Tables)

3 Months Ended

Mar. 31, 2025

Investments, Debt and Equity Securities [Abstract]

Schedule of Liability Related Debt Arising Financial Agreement

The following table summarizes the carrying amount of the Company's liabilities related to future royalties and milestones, net (in thousands):

	March 31,		December 31,
	2025		2024
Balance at January 1	$	248,100	$	170,899
Initial recognition of BioNTech liability	—		38,335
Proceeds from Blackstone Development Payments received	—		30,000
Interest expense accrued on liabilities related to future royalties and milestones, net	10,137		39,510
Cumulative catch-up adjustment	—		(30,644)
Total liabilities related to future royalties and milestones, net	$	258,237	$	248,100

The following table summarizes the current versus non-current split of the liabilities related to future royalties and milestones, net (in thousands):

	March 31,		December 31,
	2025		2024
Current portion of liabilities related to future royalties and milestones, net	$	4,800	$	3,500
Non-current portion of liabilities related to future royalties and milestones, net	253,437		244,600
Total liabilities related to future royalties and milestones, net	$	258,237	$	248,100

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Leases (Tables)

3 Months Ended

Mar. 31, 2025

Leases [Abstract]

Schedule of Lease Cost

The Company’s costs as a lessee for the three months ended March 31, 2025 and 2024 were as follows (in thousands):

	Three Months Ended March 31,
	2025		2024
Operating lease costs	$	2,172	$	2,098
Variable costs	496		544
Short term lease costs	15		101
Total lease costs	$	2,683	$	2,743

Supplemental cash flow information for the three months ended March 31, 2025 and 2024 were as follows (in thousands):

	Three Months Ended March 31,
Other information	2025		2024
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash (inflows) outflows from operating leases(1)	$	(2,163)	$	1,725
(1) Includes lease incentives received during the three months ended March 31, 2025 relating to our Nucleus facility lease.

The weighted average remaining lease term and weighted average discount rate of operating leases as of March 31, 2025 and 2024 were as follows:

	Three Months Ended March 31,
	2025		2024
Weighted-average remaining lease term - operating leases	16.1 years		16.0 years
Weighted-average discount rate - operating leases	8.16	%	7.44	%

Schedule of Lease Maturity

The maturities of operating lease liabilities as of March 31, 2025 were as follows (in thousands):

2025(1)	$	120
2026(1)	8,522
2027	8,625
2028	7,884
2029	5,929
Thereafter	79,890
Total lease payments	110,970
Less: imputed interest	(53,262)
Present value of lease liabilities	$	57,708
(1) Includes lease incentives from the Nucleus facility lease variation amounting to $6.3 million and $0.7 million, for the years ending December 31, 2025 and 2026, respectively.

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Segment Reporting (Tables)

3 Months Ended

Mar. 31, 2025

Segment Reporting [Abstract]

Schedule of Long-Lived Assets by Geographic Location

Long-lived assets (excluding intangibles, deferred tax and financial instruments) were located as follows (in thousands):

	March 31,		December 31,
	2025		2024
United Kingdom	$	113,534	$	104,160
United States of America	686		891
Total long-lived assets	$	114,220	$	105,051

Schedule of Segment Profit or Loss, Including Significant Segment Expenses

The table below is a summary of the segment profit or loss, including significant segment expenses (in thousands):

	March 31,		March 31,
	2025		2024
Product Revenue, net	$	8,982	$	—
License Revenue	—		10,091
Less operating expenses:
Research and clinical development	(13,119)		(5,117)
Product delivery	(19,747)		(19,690)
Commercial and Medical affairs	(19,144)		(9,406)
Support functions	(17,025)		(11,978)
Other segment expenses, net (1)	(5,187)		(2,657)
Total operating expenses	(74,222)		(48,848)
Operating loss	(65,240)		(38,757)
Other income, net	129		(300)
Foreign exchange (losses) gains	1,181		(1,305)
Interest income	6,137		6,933
Interest expense, net	(10,143)		(19,269)
Income tax (expense) benefit	(2,225)		8
Segment and consolidated net loss	$	(70,161)	$	(52,690)
(1) Other segment expenses, net include United Kingdom research and development tax credits, depreciation, amortization and share-based compensation expenses.

XML

Summary of Significant Accounting Policies - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2025	Mar. 31, 2024	Dec. 31, 2024
Marketable Securities [Line Items]
Net loss	$ (70,161)	$ (52,690)
Accumulated deficit	(1,169,385)		$ (1,099,224)
Cash and cash equivalents	95,799	758,529	227,380
Marketable securities	420,776		$ 360,643
Foreign currency gain (loss)	1,181	$ (1,305)
Total accrued product revenue deductions	500
AUCATZYL and 340B Program
Marketable Securities [Line Items]
Total accrued product revenue deductions	$ 300

XML

Revenue - Schedule of Revenue by Geographical Location (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2025	Mar. 31, 2024
Product revenue, net
Disaggregation of Revenue [Line Items]
Total revenue	$ 8,982	$ 0
Product revenue, net | United States
Disaggregation of Revenue [Line Items]
Total revenue	8,982	0
License revenue
Disaggregation of Revenue [Line Items]
Total revenue	0	10,091
License revenue | Europe
Disaggregation of Revenue [Line Items]
Total revenue	$ 0	$ 10,091

XML

Revenue - Narrative (Details)	3 Months Ended
	Mar. 31, 2025 USD ($) performanceObligation financialInstrument	Mar. 31, 2024 USD ($)	Dec. 31, 2024 USD ($)	Feb. 06, 2024 USD ($)
Disaggregation of Revenue [Line Items]
Accounts receivable, net	$ 14,317,000		$ 15,000
Accounts receivable			$ 100,000
Number of freestanding financial instruments | financialInstrument	1
Number of combined performance obligations | performanceObligation	1
BioNTech | Revenue Benchmark | Customer Concentration Risk
Disaggregation of Revenue [Line Items]
Concentration risk (in percent)		100.00%
Cardinal Health 105, LLC (“Cardinal Health”) | Revenue Benchmark | Customer Concentration Risk
Disaggregation of Revenue [Line Items]
Concentration risk (in percent)	100.00%
License revenue
Disaggregation of Revenue [Line Items]
Revenue from contract with customer	$ 0	$ 10,091,000
License revenue | BioNTech
Disaggregation of Revenue [Line Items]
Revenue from contract with customer	0	$ 10,100,000
License And Options | BioNTech
Disaggregation of Revenue [Line Items]
Remaining performance obligation, variable consideration amount				$ 32,000,000
Technology Options | BioNTech
Disaggregation of Revenue [Line Items]
Revenue from contract with customer	$ 10,000,000

XML

Revenue (Details)	3 Months Ended
	Mar. 31, 2025 USD ($)
Customer Refund Liability, Current and Non-current [Roll Forward]
As of December 31, 2024	$ 0
Provisions relates to sales in the period	468,000
Credits and payments made	(129,000)
As of March 31, 2025	339,000
Rebates
Customer Refund Liability, Current and Non-current [Roll Forward]
As of December 31, 2024	0
Provisions relates to sales in the period	332,000
Credits and payments made	(129,000)
As of March 31, 2025	203,000
Chargebacks
Customer Refund Liability, Current and Non-current [Roll Forward]
As of December 31, 2024	0
Provisions relates to sales in the period	136,000
Credits and payments made	0
As of March 31, 2025	$ 136,000

XML

Interest Expense, Net (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2025	Mar. 31, 2024
Banking and Thrift, Interest [Abstract]
Interest expense accrued on liabilities related to future royalties and milestones, net	$ 10,138	$ 8,390
Cumulative catch-up adjustment arising from the liabilities related to future royalties and milestones, net	0	10,870
Other interest expense	5	9
Total interest expense	$ 10,143	$ 19,269

XML

Net Loss Per Share - Schedule of Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2025	Mar. 31, 2024
Numerator
Net loss	$ (70,161)	$ (52,690)
Net loss - basic	(70,161)	(52,690)
Net loss - diluted	$ (70,161)	$ (52,690)
Denominator
Weighted-average number of ordinary shares used in net loss per share - basic (in shares)	266,126,548	222,170,707
Weighted-average number of ordinary shares used in net loss per share - diluted (in shares)	266,126,548	222,170,707
Earnings Per Share
Net loss per share - basic (in usd per share)	$ (0.26)	$ (0.24)
Net loss per share - diluted (in usd per share)	$ (0.26)	$ (0.24)

XML

Net Loss Per Share - Schedule of Anti-dilutive Securities (Details) - shares	3 Months Ended
	Mar. 31, 2025	Mar. 31, 2024
Antidilutive Securities
Total potentially dilutive securities (in shares)	33,760,361	21,042,674
Unvested restricted stock units
Antidilutive Securities
Total potentially dilutive securities (in shares)	16,250	45,719
Share options
Antidilutive Securities
Total potentially dilutive securities (in shares)	30,478,805	17,731,649
Warrants
Antidilutive Securities
Total potentially dilutive securities (in shares)	3,265,306	3,265,306

XML

Fair Value Measurements (Details) - USD ($) $ in Thousands	Mar. 31, 2025	Dec. 31, 2024
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets classified as cash equivalents:	$ 88,264	$ 219,992
Assets classified as marketable securities: available-for-sale debt securities	420,776	360,643
Commercial paper
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets classified as marketable securities: available-for-sale debt securities	37,168	21,141
Corporate debt securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets classified as marketable securities: available-for-sale debt securities	147,772	151,124
Debt Securities issued by Foreign Government
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets classified as marketable securities: available-for-sale debt securities	130,575	72,012
United Kingdom Government Gilts
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets classified as marketable securities: available-for-sale debt securities	71,913	69,295
United States Treasury Bills
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets classified as marketable securities: available-for-sale debt securities	33,348	47,071
Money market funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets classified as cash equivalents:	87,800	113,447
Commercial paper
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets classified as cash equivalents:		14,301
Debt Securities issued by Foreign Government
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets classified as cash equivalents:	464	54,897
United Kingdom Government Gilts
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets classified as cash equivalents:		29,358
United States Treasury Bills
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets classified as cash equivalents:		7,989
Quoted Prices in Active Markets for Identical Assets (Level 1)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets classified as cash equivalents:	87,800	121,436
Assets classified as marketable securities: available-for-sale debt securities	33,348	47,071
Quoted Prices in Active Markets for Identical Assets (Level 1) | Commercial paper
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets classified as marketable securities: available-for-sale debt securities	0	0
Quoted Prices in Active Markets for Identical Assets (Level 1) | Corporate debt securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets classified as marketable securities: available-for-sale debt securities	0	0
Quoted Prices in Active Markets for Identical Assets (Level 1) | Debt Securities issued by Foreign Government
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets classified as marketable securities: available-for-sale debt securities	0	0
Quoted Prices in Active Markets for Identical Assets (Level 1) | United Kingdom Government Gilts
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets classified as marketable securities: available-for-sale debt securities	0	0
Quoted Prices in Active Markets for Identical Assets (Level 1) | United States Treasury Bills
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets classified as marketable securities: available-for-sale debt securities	33,348	47,071
Quoted Prices in Active Markets for Identical Assets (Level 1) | Money market funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets classified as cash equivalents:	87,800	113,447
Quoted Prices in Active Markets for Identical Assets (Level 1) | Commercial paper
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets classified as cash equivalents:		0
Quoted Prices in Active Markets for Identical Assets (Level 1) | Debt Securities issued by Foreign Government
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets classified as cash equivalents:	0	0
Quoted Prices in Active Markets for Identical Assets (Level 1) | United Kingdom Government Gilts
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets classified as cash equivalents:		0
Quoted Prices in Active Markets for Identical Assets (Level 1) | United States Treasury Bills
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets classified as cash equivalents:		7,989
Significant Other Observable Inputs (Level 2)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets classified as cash equivalents:	464	98,556
Assets classified as marketable securities: available-for-sale debt securities	387,428	313,572
Significant Other Observable Inputs (Level 2) | Commercial paper
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets classified as marketable securities: available-for-sale debt securities	37,168	21,141
Significant Other Observable Inputs (Level 2) | Corporate debt securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets classified as marketable securities: available-for-sale debt securities	147,772	151,124
Significant Other Observable Inputs (Level 2) | Debt Securities issued by Foreign Government
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets classified as marketable securities: available-for-sale debt securities	130,575	72,012
Significant Other Observable Inputs (Level 2) | United Kingdom Government Gilts
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets classified as marketable securities: available-for-sale debt securities	71,913	69,295
Significant Other Observable Inputs (Level 2) | United States Treasury Bills
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets classified as marketable securities: available-for-sale debt securities	0	0
Significant Other Observable Inputs (Level 2) | Money market funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets classified as cash equivalents:	0	0
Significant Other Observable Inputs (Level 2) | Commercial paper
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets classified as cash equivalents:		14,301
Significant Other Observable Inputs (Level 2) | Debt Securities issued by Foreign Government
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets classified as cash equivalents:	464	54,897
Significant Other Observable Inputs (Level 2) | United Kingdom Government Gilts
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets classified as cash equivalents:		29,358
Significant Other Observable Inputs (Level 2) | United States Treasury Bills
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets classified as cash equivalents:		0
Significant Unobservable Inputs (Level 3)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets classified as cash equivalents:	0	0
Assets classified as marketable securities: available-for-sale debt securities	0	0
Significant Unobservable Inputs (Level 3) | Commercial paper
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets classified as marketable securities: available-for-sale debt securities	0	0
Significant Unobservable Inputs (Level 3) | Corporate debt securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets classified as marketable securities: available-for-sale debt securities	0	0
Significant Unobservable Inputs (Level 3) | Debt Securities issued by Foreign Government
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets classified as marketable securities: available-for-sale debt securities	0	0
Significant Unobservable Inputs (Level 3) | United Kingdom Government Gilts
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets classified as marketable securities: available-for-sale debt securities	0	0
Significant Unobservable Inputs (Level 3) | United States Treasury Bills
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets classified as marketable securities: available-for-sale debt securities	0	0
Significant Unobservable Inputs (Level 3) | Money market funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets classified as cash equivalents:	0	0
Significant Unobservable Inputs (Level 3) | Commercial paper
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets classified as cash equivalents:		0
Significant Unobservable Inputs (Level 3) | Debt Securities issued by Foreign Government
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets classified as cash equivalents:	$ 0	0
Significant Unobservable Inputs (Level 3) | United Kingdom Government Gilts
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets classified as cash equivalents:		0
Significant Unobservable Inputs (Level 3) | United States Treasury Bills
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets classified as cash equivalents:		$ 0

XML

Marketable Securities: Available-For-Sale Debt Securities - Schedule of Available-for-Sale Securities by Significant Investment Category (Details) - USD ($) $ in Thousands	Mar. 31, 2025	Dec. 31, 2024
Debt Securities, Available-for-Sale [Line Items]
Aggregate estimated fair value	$ 420,776	$ 360,643
Debt Securities, Available-for-Sale
Debt Securities, Available-for-Sale [Line Items]
Amortized cost	420,693	360,960
Gross unrealized gains	174	27
Gross unrealized losses	(91)	(344)
Aggregate estimated fair value	420,776	360,643
Commercial paper
Debt Securities, Available-for-Sale [Line Items]
Aggregate estimated fair value	37,168	21,141
Commercial paper | within 1 year | Debt Securities, Available-for-Sale
Debt Securities, Available-for-Sale [Line Items]
Amortized cost	37,163	21,145
Gross unrealized gains	6	3
Gross unrealized losses	(1)	(7)
Aggregate estimated fair value	37,168	21,141
Corporate debt securities
Debt Securities, Available-for-Sale [Line Items]
Aggregate estimated fair value	147,772	151,124
Corporate debt securities | within 1 year | Debt Securities, Available-for-Sale
Debt Securities, Available-for-Sale [Line Items]
Amortized cost	117,420	91,853
Gross unrealized gains	24	5
Gross unrealized losses	(53)	(70)
Aggregate estimated fair value	117,391	91,788
Corporate debt securities | 1 to 5 years | Debt Securities, Available-for-Sale
Debt Securities, Available-for-Sale [Line Items]
Amortized cost	30,405	59,530
Gross unrealized gains	8	0
Gross unrealized losses	(32)	(194)
Aggregate estimated fair value	30,381	59,336
Debt Securities issued by Foreign Government
Debt Securities, Available-for-Sale [Line Items]
Aggregate estimated fair value	130,575	72,012
Debt Securities issued by Foreign Government | within 1 year | Debt Securities, Available-for-Sale
Debt Securities, Available-for-Sale [Line Items]
Amortized cost	130,565	72,056
Gross unrealized gains	14	0
Gross unrealized losses	(4)	(44)
Aggregate estimated fair value	130,575	72,012
United Kingdom Government Gilts
Debt Securities, Available-for-Sale [Line Items]
Aggregate estimated fair value	71,913	69,295
United Kingdom Government Gilts | within 1 year | Debt Securities, Available-for-Sale
Debt Securities, Available-for-Sale [Line Items]
Amortized cost	71,842	69,320
Gross unrealized gains	71	0
Gross unrealized losses	0	(25)
Aggregate estimated fair value	71,913	69,295
United States Treasury Bills
Debt Securities, Available-for-Sale [Line Items]
Aggregate estimated fair value	33,348	47,071
United States Treasury Bills | within 1 year | Debt Securities, Available-for-Sale
Debt Securities, Available-for-Sale [Line Items]
Amortized cost	18,392	29,663
Gross unrealized gains	9	12
Gross unrealized losses	(1)	0
Aggregate estimated fair value	18,400	29,675
United States Treasury Bills | 1 to 5 years | Debt Securities, Available-for-Sale
Debt Securities, Available-for-Sale [Line Items]
Amortized cost	14,906	17,393
Gross unrealized gains	42	7
Gross unrealized losses	0	(4)
Aggregate estimated fair value	$ 14,948	$ 17,396

XML

Marketable Securities: Available-For-Sale Debt Securities - Narrative (Details) $ in Thousands	Mar. 31, 2025 USD ($) security	Dec. 31, 2024 USD ($) security
Debt Securities, Available-for-Sale, Unrealized Loss Position [Line Items]
Aggregated unrealized loss on available-for-sale debt securities	$ 91	$ 344
Number of securities held | security	37	56
Debt Securities, Available-for-Sale
Debt Securities, Available-for-Sale, Unrealized Loss Position [Line Items]
Aggregated unrealized loss on available-for-sale debt securities	$ 100

XML

Marketable Securities: Available-For-Sale Debt Securities - Schedule of Amount of Gross Unrealized Losses and Estimated Fair Value for Available-for-Sale Securities in an Unrealized Loss Position by Length of Time (Details) $ in Thousands	Mar. 31, 2025 USD ($) security	Dec. 31, 2024 USD ($) security
Debt Securities, Available-for-Sale, Unrealized Loss Position [Line Items]
Number of securities held | security	37	56
Gross unrealized losses	$ (91)	$ (344)
Fair market value of investments in an unrealized loss position	139,421	$ 293,234
Debt Securities, Available-for-Sale
Debt Securities, Available-for-Sale, Unrealized Loss Position [Line Items]
Gross unrealized losses	$ (100)
United Kingdom Government Gilts | Debt Securities, Available-for-Sale
Debt Securities, Available-for-Sale, Unrealized Loss Position [Line Items]
Number of securities held | security		3
Gross unrealized losses		$ (25)
Fair market value of investments in an unrealized loss position		$ 69,295
United States Treasury Bills | Debt Securities, Available-for-Sale
Debt Securities, Available-for-Sale, Unrealized Loss Position [Line Items]
Number of securities held | security	1	4
Gross unrealized losses	$ (1)	$ (4)
Fair market value of investments in an unrealized loss position	$ 3,966	$ 9,905
Commercial paper | Debt Securities, Available-for-Sale
Debt Securities, Available-for-Sale, Unrealized Loss Position [Line Items]
Number of securities held | security	3	3
Gross unrealized losses	$ (1)	$ (7)
Fair market value of investments in an unrealized loss position	$ 9,875	$ 8,944
Corporate debt securities | Debt Securities, Available-for-Sale
Debt Securities, Available-for-Sale, Unrealized Loss Position [Line Items]
Number of securities held | security	29	41
Gross unrealized losses	$ (85)	$ (264)
Fair market value of investments in an unrealized loss position	$ 97,556	$ 133,078
Debt Securities issued by Foreign Government | Debt Securities, Available-for-Sale
Debt Securities, Available-for-Sale, Unrealized Loss Position [Line Items]
Number of securities held | security	4	5
Gross unrealized losses	$ (4)	$ (44)
Fair market value of investments in an unrealized loss position	$ 28,024	$ 72,012

XML

Inventories, Net - Schedule of Inventories (Details) - USD ($) $ in Thousands	Mar. 31, 2025	Dec. 31, 2024
Inventory Disclosure [Abstract]
Consumables	$ 4,756	$ 2,026
Raw materials	3,046	1,956
Work in progress	5,431	16
Finished goods	1,414	140
Total inventories, net	$ 14,647	$ 4,138

XML

Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2025	Dec. 31, 2024
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Research and development claims receivable	$ 41,790	$ 38,242
Prepayments	13,719	15,212
VAT receivable	5,500	5,996
Deferred cost	2,420	2,320
Accrued interest income	2,349	2,566
Other assets	1,621	1,571
Lease and lease deposit receivable	960	930
Other receivables	423	491
Prepaid expenses and other current assets	$ 68,782	$ 67,328

XML

Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands	Mar. 31, 2025	Dec. 31, 2024
Property, Plant and Equipment
Less: accumulated depreciation	$ (37,689)	$ (34,618)
Total property and equipment, net	57,970	49,553
Lab equipment
Property, Plant and Equipment
Property and equipment, gross	43,718	41,728
Office equipment
Property, Plant and Equipment
Property and equipment, gross	6,534	6,330
Furniture and fixtures
Property, Plant and Equipment
Property and equipment, gross	2,434	2,359
Leasehold improvements
Property, Plant and Equipment
Property and equipment, gross	14,566	14,116
Assets under construction
Property, Plant and Equipment
Property and equipment, gross	$ 28,407	$ 19,638

XML

Property and Equipment, Net - Narrative (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2025	Mar. 31, 2024
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 2.0	$ 1.8

XML

Intangible Assets, Net - Schedule of Carrying Amount of Intangible Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2025	Dec. 31, 2024
Finite-Lived Intangible Assets
Less: accumulated amortization	$ (507)	$ (162)
Total intangibles assets, net	12,475	12,373
Licensed IP rights
Finite-Lived Intangible Assets
Intangibles assets, gross	12,935	12,535
Total intangibles assets, net	12,475	12,373
Software licenses
Finite-Lived Intangible Assets
Intangibles assets, gross	$ 47	$ 0

XML

Intangible Assets, Net - Narrative (Details) - USD ($)	3 Months Ended
	Mar. 31, 2025	Mar. 31, 2024
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization of intangible assets	$ 285,000	$ 0
Finite-lived intangible asset, expected amortization, year one	1,100,000
Finite-lived intangible asset, expected amortization, year two	1,100,000
Finite-lived intangible asset, expected amortization, year three	1,100,000
Finite-lived intangible asset, expected amortization, year four	1,100,000
Finite-lived intangible asset, expected amortization, year five	$ 1,100,000

XML

Accrued Expenses and Other Liabilities (Details) - USD ($)	Mar. 31, 2025	Dec. 31, 2024
Payables and Accruals [Abstract]
Compensation and benefits	$ 15,854,000	$ 19,681,000
Research and development costs	12,682,000	13,372,000
Other accrued expenditure	7,505,000	6,075,000
Professional fees	7,195,000	9,075,000
VAT accrual	3,709,000	3,594,000
Other liabilities	2,375,000	479,000
Rebates, chargebacks and returns	339,000	0
Total accrued expenses and other liabilities	$ 49,659,000	$ 52,276,000

XML

Shareholders’ Equity - Narrative (Details) $ / shares in Units, $ in Millions			1 Months Ended
	Feb. 13, 2024 USD ($) $ / shares shares	Feb. 12, 2024 USD ($) $ / shares shares	May 08, 2025 shares	Mar. 31, 2025 vote shares	Feb. 06, 2024 shares
Class of Stock
Voting rights, votes per share | vote				1
Restricted stock units
Class of Stock
Vested not issued (in shares)				16,074
Restricted stock units | Subsequent Event
Class of Stock
Shares issued (in shares)			12,500
BioNTech
Class of Stock
Collaborative arrangement, period to enter agreement from initial closing date (in months)	18 months
Ordinary shares
Class of Stock
Number of shares issued in transaction (in shares)	33,333,333
Per share price of issuance (in usd per share) | $ / shares	$ 6.00
Proceeds of issuance of ordinary shares, net of issuance costs | $	$ 193.8
Ordinary shares | BioNTech
Class of Stock
Collaborative arrangement, rights and obligations, maximum share purchase requirement, shares (in shares)	15,000,000
Collaborative arrangement, rights and obligations, maximum share purchase requirement, value | $	$ 20.0
Ordinary shares | BioNTech
Class of Stock
Stockholders' equity, common stock, conversion ratio (in shares)					1
Ordinary shares | Underwriters public offering
Class of Stock
Number of shares issued in transaction (in shares)		58,333,336
Per share price of issuance (in usd per share) | $ / shares		$ 6.00
Proceeds of issuance of ordinary shares, net of issuance costs | $		$ 326.8

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Share-Based Compensation - Share-Based Compensation Allocation (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2025	Mar. 31, 2024
Share-based Compensation Arrangement by Share-based Payment Award
Total share-based compensation expense	$ 2,867	$ 2,284
Research and development expenses
Share-based Compensation Arrangement by Share-based Payment Award
Total share-based compensation expense	998	450
Selling, general and administrative expenses
Share-based Compensation Arrangement by Share-based Payment Award
Total share-based compensation expense	1,732	1,836
Cost of sales
Share-based Compensation Arrangement by Share-based Payment Award
Total share-based compensation expense	146	0
Capitalized to intangibles, net / property and equipment, net
Share-based Compensation Arrangement by Share-based Payment Award
Total share-based compensation expense	$ (9)	$ (2)

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Share-Based Compensation - Share Options Rollforward (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2025	Dec. 31, 2024
Number of Options
Beginning balance (in shares)	20,754,316
Granted (in shares)	10,504,647
Forfeited (in shares)	(166,459)
Expired (in shares)	(613,699)
Ending balance (in shares)	30,478,805	20,754,316
Exercisable (in shares)	11,541,896
Vested and expected to vest (in shares)	30,478,805
Weighted- Average Exercise Price per share
Beginning balance (in usd per share)	$ 5.41
Granted (in usd per share)	1.89
Forfeited (in usd per share)	3.00
Expired (in usd per share)	4.88
Ending balance (in usd per share)	4.22	$ 5.41
Exercisable (in usd per share)	7.11
Vested and expected to vest (in usd per share)	$ 4.22
Weighted- Average Remaining Contractual Term (Years)
Weighted average contractual term outstanding	8 years 4 months 13 days	7 years 9 months 10 days
Weighted average contractual term exercisable	6 years 9 months 21 days
Weighted average contractual term vested and expected to vest	8 years 4 months 13 days
Aggregate Intrinsic Value
Options outstanding, Aggregate Intrinsic Value	$ 116	$ 1,536
Options granted, Aggregate Intrinsic Value	116
Options forfeited, Aggregate Intrinsic Value	0
Options expired, Aggregate Intrinsic Value	0
Options exercisable	75
Options vested and expected to vest	$ 116

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Share-Based Compensation - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended
	Mar. 31, 2025	Mar. 31, 2024
Share-based Compensation Arrangement by Share-based Payment Award
Options exercised (aggregate intrinsic value)	$ 0.0	$ 0.3
Share options
Share-based Compensation Arrangement by Share-based Payment Award
Weighted average grant date fair value (in usd per share)	$ 1.34	$ 4.53
Share based compensation not yet recognized for unvested shares	$ 22.2
Share based compensation not yet recognized for unvested shares vesting period (in years)	3 years 6 months 3 days
Unvested restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award
Share based compensation not yet recognized for unvested shares vesting period (in years)	1 year 25 days
Share based compensation not yet recognized for unvested shares other than options	$ 0.1

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Share-Based Compensation - Restricted Stock Units (Details) - Unvested restricted stock units	3 Months Ended
	Mar. 31, 2025 $ / shares shares
Number of restricted units
Unvested and outstanding beginning balance (in shares) | shares	32,412
Vested (in shares) | shares	(16,074)
Forfeited (in shares) | shares	(88)
Unvested and outstanding ending balance (in shares) | shares	16,250
Weighted average grant date fair value
Unvested and outstanding beginning balance (in usd per share) | $ / shares	$ 4.22
Vested (in usd per share) | $ / shares	4.67
Forfeited (in usd per share) | $ / shares	6.20
Unvested and outstanding ending balance (in usd per share) | $ / shares	$ 3.77

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Liabilities Related to Future Royalties and Milestones, Net - Schedule of Changes Related to Future Royalties and Milestones (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2025	Dec. 31, 2024
Liability, Future Revenue, Rollforward [Abstract]
Balance at January 1	$ 248,100	$ 170,899
Initial recognition of BioNTech liability	0	38,335
Proceeds from Blackstone Development Payments received	0	30,000
Interest expense accrued on liabilities related to future royalties and milestones, net	10,137	39,510
Cumulative catch-up adjustment	0	(30,644)
Total liabilities related to future royalties and milestones, net	258,237	248,100
Liability, Future Revenue [Abstract]
Current portion of liabilities related to future royalties and milestones, net	4,800	3,500
Non-current portion of liabilities related to future royalties and milestones, net	253,437	244,600
Total liabilities related to future royalties and milestones, net	$ 258,237	$ 248,100

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Liabilities Related to Future Royalties and Milestones, Net - Narrative (Details)	1 Months Ended			3 Months Ended		12 Months Ended
	Feb. 29, 2024 USD ($)	Dec. 31, 2022 USD ($) payment	Nov. 30, 2021 USD ($)	Mar. 31, 2025 USD ($)	Mar. 31, 2024 USD ($)	Dec. 31, 2024 USD ($)	Nov. 08, 2024 USD ($)	Nov. 06, 2021 USD ($)
Class of Warrant or Right [Line Items]
Interest expense accrued on liabilities related to future royalties and milestones, net				$ 10,138,000	$ 8,390,000
Non-cash interest expense, catch-up				0	$ 10,900,000
Number of development payments | payment		2
Contract with customer, liability				219,400,000
Initial recognition of BioNTech liability				$ 0		$ 38,335,000
Blackstone Collaboration Liability
Class of Warrant or Right [Line Items]
Effective percentage				15.80%
BioNTech Liability
Class of Warrant or Right [Line Items]
Non-cash interest expense, catch-up				$ 2,300,000		$ (1,800,000)
Effective percentage				28.70%
Blackstone | Blackstone Collaboration Agreement
Class of Warrant or Right [Line Items]
Contract with customer, liability gross			$ 50,000,000.0
Contract with customer, liability		$ 35,000,000.0
Remaining performance obligation, variable consideration amount							$ 30,000,000
Blackstone | Affiliated Entity | Obe-cel Product
Class of Warrant or Right [Line Items]
Contract with customer, liability gross			$ 40,000,000
Remaining performance obligation, variable consideration amount								$ 100,000,000
Initial recognition of BioNTech liability	$ 38,300,000

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Leases - Lease Cost (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2025	Mar. 31, 2024
Lease Cost
Operating lease costs	$ 2,172	$ 2,098
Variable costs	496	544
Short term lease costs	15	101
Total lease costs	$ 2,683	$ 2,743

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Leases - Supplemental cash flow information (Details) - USD ($)	3 Months Ended
	Mar. 31, 2025	Mar. 31, 2024
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash (inflows) outflows from operating leases	$ (2,163,000)	$ 1,725,000

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Leases - Schedule of Weighted Average Remaining Lease Term and Weighted Average Discount Rate of Operating Leases (Details)	Mar. 31, 2025	Mar. 31, 2024
Leases [Abstract]
Weighted-average remaining lease term - operating leases	16 years 1 month 6 days	16 years
Weighted-average discount rate - operating leases	8.16%	7.44%

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Leases - Schedule of Maturity Payments (Details) - USD ($) $ in Thousands	Dec. 31, 2026	Dec. 31, 2025	Mar. 31, 2025
Lessor, Lease, Description [Line Items]
2025			$ 120
2026			8,522
2027			8,625
2028			7,884
2029			5,929
Thereafter			79,890
Total lease payments			110,970
Less: imputed interest			(53,262)
Present value of lease liabilities			$ 57,708
Forecast
Lessor, Lease, Description [Line Items]
Incentive to Lessee	$ 700	$ 6,300

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Commitments and Contingencies - Narrative (Details) - USD ($)	3 Months Ended
	Mar. 31, 2025	Dec. 31, 2024
Loss Contingencies [Line Items]
Agreement term (in years)	1 year
Loss contingency accrual	$ 0	$ 0
Reduction in the value of the tax credit obtained	18.60%
Reduction in the value of the tax credit obtained, net benefit	26.97%
Capital Addition Purchase Commitments
Loss Contingencies [Line Items]
Unconditional purchase obligations for capital expenditures	$ 16,400,000
Master Supply Commitments
Loss Contingencies [Line Items]
Unconditional purchase obligations for capital expenditures	$ 2,900,000

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Segment Reporting - Schedule of Long-Lived Assets by Geographic Location (Details) - USD ($) $ in Thousands	Mar. 31, 2025	Dec. 31, 2024
Revenues from External Customers and Long-Lived Assets [Line Items]
Total long-lived assets	$ 114,220	$ 105,051
United Kingdom
Revenues from External Customers and Long-Lived Assets [Line Items]
Total long-lived assets	113,534	104,160
United States of America
Revenues from External Customers and Long-Lived Assets [Line Items]
Total long-lived assets	$ 686	$ 891

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Segment Reporting - Schedule of Segment Profit or Loss, Including Significant Segment Expenses (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2025	Mar. 31, 2024
Segment Reporting Information [Line Items]
Revenues	$ 8,982	$ 10,091
Less operating expenses:
Loss from operations	(65,240)	(38,757)
Other income, net	129	(300)
Foreign exchange (losses) gains	1,181	(1,305)
Interest income	6,137	6,933
Interest expense, net	(10,143)	(19,269)
Income tax (expense) benefit	(2,225)	8
Net loss	(70,161)	(52,690)
Product revenue, net
Segment Reporting Information [Line Items]
Revenues	8,982	0
License revenue
Segment Reporting Information [Line Items]
Revenues	0	10,091
Reportable Segment
Less operating expenses:
Research and clinical development	(13,119)	(5,117)
Product delivery	(19,747)	(19,690)
Commercial and Medical affairs	(19,144)	(9,406)
Support functions	(17,025)	(11,978)
Other segment expenses, net	(5,187)	(2,657)
Total operating expenses	(74,222)	(48,848)
Loss from operations	(65,240)	(38,757)
Other income, net	129	(300)
Foreign exchange (losses) gains	1,181	(1,305)
Interest income	6,137	6,933
Interest expense, net	(10,143)	(19,269)
Income tax (expense) benefit	(2,225)	8
Net loss	$ (70,161)	$ (52,690)

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Related Party Transactions - Narrative (Details)	3 Months Ended		12 Months Ended
	Mar. 31, 2025 USD ($)	Mar. 31, 2024 USD ($)	Dec. 31, 2024 USD ($)	Feb. 28, 2024 director	Dec. 31, 2023 USD ($)	Nov. 30, 2021 director
Related Party Transaction
Number of directors | director				1		1
Contract with customer, liability	$ 219,400,000
Accrued interest	7,800,000
Carrying amount of liability	258,237,000		$ 248,100,000		$ 170,899,000
Non-cash interest expense, catch-up	0	$ 10,900,000
Blackstone Collaboration Agreement
Related Party Transaction
Carrying amount of liability			211,600,000
Non-cash interest expense, catch-up			10,700,000
BioNTech Liability
Related Party Transaction
Carrying amount of liability	38,800,000		36,500,000
Non-cash interest expense, catch-up	$ 2,300,000		$ (1,800,000)
Blackstone | Autolus
Related Party Transaction
Ownership percentage by noncontrolling owners (in percent)	10.00%