iso4217:USDiso4217:USDxbrli:shares724500DCJ9MPG74JEH912025-01-012025-12-31724500DCJ9MPG74JEH912024-01-012024-12-31724500DCJ9MPG74JEH912025-12-31724500DCJ9MPG74JEH912024-12-31724500DCJ9MPG74JEH912023-12-31ifrs-full:IssuedCapitalMember724500DCJ9MPG74JEH912023-12-31ifrs-full:SharePremiumMember724500DCJ9MPG74JEH912023-12-31ifrs-full:OtherReservesMember724500DCJ9MPG74JEH912023-12-31ifrs-full:RetainedEarningsMember724500DCJ9MPG74JEH912023-12-31ifrs-full:EquityAttributableToOwnersOfParentMember724500DCJ9MPG74JEH912023-12-31ifrs-full:NoncontrollingInterestsMember724500DCJ9MPG74JEH912023-12-31724500DCJ9MPG74JEH912024-01-012024-12-31ifrs-full:IssuedCapitalMember724500DCJ9MPG74JEH912024-01-012024-12-31ifrs-full:SharePremiumMember724500DCJ9MPG74JEH912024-01-012024-12-31ifrs-full:OtherReservesMember724500DCJ9MPG74JEH912024-01-012024-12-31ifrs-full:RetainedEarningsMember724500DCJ9MPG74JEH912024-01-012024-12-31ifrs-full:EquityAttributableToOwnersOfParentMember724500DCJ9MPG74JEH912024-01-012024-12-31ifrs-full:NoncontrollingInterestsMember724500DCJ9MPG74JEH912024-12-31ifrs-full:IssuedCapitalMember724500DCJ9MPG74JEH912024-12-31ifrs-full:SharePremiumMember724500DCJ9MPG74JEH912024-12-31ifrs-full:OtherReservesMember724500DCJ9MPG74JEH912024-12-31ifrs-full:RetainedEarningsMember724500DCJ9MPG74JEH912024-12-31ifrs-full:EquityAttributableToOwnersOfParentMember724500DCJ9MPG74JEH912024-12-31ifrs-full:NoncontrollingInterestsMember724500DCJ9MPG74JEH912025-01-012025-12-31ifrs-full:IssuedCapitalMember724500DCJ9MPG74JEH912025-01-012025-12-31ifrs-full:SharePremiumMember724500DCJ9MPG74JEH912025-01-012025-12-31ifrs-full:OtherReservesMember724500DCJ9MPG74JEH912025-01-012025-12-31ifrs-full:RetainedEarningsMember724500DCJ9MPG74JEH912025-01-012025-12-31ifrs-full:EquityAttributableToOwnersOfParentMember724500DCJ9MPG74JEH912025-01-012025-12-31ifrs-full:NoncontrollingInterestsMember724500DCJ9MPG74JEH912025-12-31ifrs-full:IssuedCapitalMember724500DCJ9MPG74JEH912025-12-31ifrs-full:SharePremiumMember724500DCJ9MPG74JEH912025-12-31ifrs-full:OtherReservesMember724500DCJ9MPG74JEH912025-12-31ifrs-full:RetainedEarningsMember724500DCJ9MPG74JEH912025-12-31ifrs-full:EquityAttributableToOwnersOfParentMember724500DCJ9MPG74JEH912025-12-31ifrs-full:NoncontrollingInterestsMember
Pharming_logo.svg
Rare disease
breakthroughs aren't
just discovered, they're
created together.
Annual Report 2025
Victoria living with HAE
Pharming Group N.V. Annual Report 2025 | 2
Mia living with APDS
Pharming Group N.V. Annual Report 2025 | 3
About this report
Forward-looking statements
This 2025 Annual Report of Pharming Group N.V. and its
subsidiaries ("Pharming", "the Company" or "the Group") may
contain forward-looking statements. Forward-looking
statements are statements of future expectations that are based
on management's current expectations and assumptions and
involve known and unknown risks and uncertainties that could
cause actual results, performance, or events to differ materially
from those expressed or implied in these statements.
These forward-looking statements are identified by their use of
terms and phrases such as "aim", "ambition", "anticipate",
"believe", "could", "estimate", "expect", "goals", "intend",
"may", "milestones", "objectives", "outlook", "plan", "probably",
"project", "risks", "schedule", "seek", "should", "target", "will"
and similar terms and phrases. Examples of forward-looking
statements may include statements with respect to timing and
progress of Pharming's preclinical studies and clinical trials of its
product candidates, Pharming's clinical and commercial
prospects, and Pharming's expectations regarding its projected
working capital requirements and cash resources, which
statements are subject to a number of risks, uncertainties and
assumptions, including, but not limited to the scope, progress
and expansion of Pharming's clinical trials and ramifications for
the cost thereof; and clinical, scientific, regulatory, commercial,
competitive and technical developments.
In light of these risks and uncertainties, and other risks and
uncertainties that are described in Pharming's 2025 Annual
Report and the Annual Report on Form 20-F for the year ended
December 31, 2025, filed with the U.S. Securities and Exchange
Commission, the events and circumstances discussed in such
forward-looking statements may not occur, and Pharming's
actual results could differ materially and adversely from those
anticipated or implied thereby. All forward-looking statements
contained in this Annual Report are expressly qualified in their
entirety by the cautionary statements contained or referred to
in this section. Readers should not place undue reliance on
forward-looking statements. Any forward-looking statements
speak only as of the date of this Annual Report and are based on
information available to Pharming as of the date of this Annual
Report. Pharming does not undertake any obligation to publicly
update or revise any forward-looking statement as a result of
new information, future events or other information.
Directors report 2025 within the meaning of section
2:391 of the Dutch Civil Code
The following sections of this Annual Report form the directors
report within the meaning of section 2:391 of the Dutch Civil
Image disclaimer
All images included in this annual report are either licensed
stock images or photographs of Pharming employees and
patients who have provided informed consent for the use of
their name, image, and relevant health information in
Pharming's external digital communications.
Rare disease should not
mean years without answers
For more than a decade, Victoria lived with severe, unpredictable swelling attacks without clarity.
Misdiagnosis led to unnecessary treatments and repeated emergency interventions.
Her journey reflects a broader reality in rare disease care — where limited awareness and delayed
diagnosis can prolong uncertainty and risk. Earlier recognition and access to appropriate therapy
can change the course of a life.
15 years
to an accurate
diagnosis
Pharming Group N.V. Annual Report 2025 | 4
Rare disease should
not mean years without
answers
For more than a decade, Victoria lived with severe, unpredictable swelling attacks without clarity.
Misdiagnosis led to unnecessary treatments and repeated emergency interventions.
The uncertainty of when an attack might occur shaped her daily life — making it difficult to plan ahead,
maintain work, or fully enjoy time with family and friends. Each unexpected swell carried not only
physical impact, but also concern for those around her.
Her journey reflects a broader reality in rare disease care — where limited awareness and delayed
diagnosis can prolong uncertainty and risk. Earlier recognition and
access to appropriate therapy can change the course of a life.
It's no longer the
hopelessness that you
feel when you don’t know
what is wrong or how
to make things better.”
Victoria, Living with HAE
More than
15 years
to an accurate
diagnosis for
Victoria
Victoria living with HAE
Pharming Group N.V. Annual Report 2025 | 5
Elliot living with APDS, with her family
Pharming Group N.V. Annual Report 2024 | 6Pharming Group N.V. Annual Report 2025 | 6
2025 at a glance
In US$ millions
Financial information
Strategic milestones
Total revenues
March
April
376.1
Abliva AB acquisition completed,
adds napazimone (KL1333) for primary
mitochondrial diseases
Positive NICE recommendation &
launched Joenja® for APDS (12+)
in the U.K. (England and Wales)
2024: 297.2    p 27%
Overall cash and marketable securities
Australia TGA approval of
Joenja® for APDS (12+)
Wave 2 of recruitment started in pivotal
FALCON study for napazimone (KL1333) in PMD
181.1
First patient dosed in Phase II study
for leniolisib in CVID with immune
dysregulation
2024: 169.4  p 7%
RUCONEST® revenues
317.9
September
October
December
Promoted to the
Euronext AMX®
index
US FDA Acceptance & Priority
Review of leniolisib sNDA
for APDS (4-11 years)
Scottish Medicines Consortium
(SMC) issued its ultra-orphan
assessment for Joenja®
2024: 252.2   p26%
Joenja® revenues
58.2
2024: 45.0  p 29%
Pharming Group N.V. Annual Report 2025 | 7
Chairman's statement
A strong year in a shifting landscape
2025 was a year of continued progress for Pharming, shaped by
both strong execution and a changing external environment.
Momentum in rare disease innovation continues to build, the
treatment landscape in hereditary angioedema (HAE) is evolving,
and regulatory and policy frameworks remain dynamic. Against
this backdrop, Pharming has strengthened its commercial
foundation while advancing a focused, high-value pipeline.
Sharpening focus through disciplined choices
The Board and I worked closely with Fabrice and the executive
team to ensure that Pharming remains focused on the
opportunities that matter most. This has involved clear choices
about where to invest and how to align the organization with
the next phase of its development.
Some decisions have been difficult. Actions taken during the
year to better align the organization with its strategic priorities
have had a real impact on colleagues, and the Board and I have
been mindful of this throughout. At the same time, these steps
are necessary to build a more focused and resilient company
that is better positioned to serve patients and deliver
sustainable growth.
What stands out is how the organization has responded.
The resilience, commitment and sense of purpose shown
across Pharming’s teams were evident throughout the year.
Competing with clarity and confidence
This increased focus is bringing greater clarity to how Pharming
competes and grows. We are well positioned to navigate an
increasingly competitive and dynamic rare disease landscape,
with a differentiated commercial foundation that supports
continued investment in a focused, high-value pipeline, including
two Phase II studies in broader primary immunodeficiencies with
immune dysregulation and a pivotal study in primary
mitochondrial disease.
The broader operating environment also continues to evolve,
particularly in the United States, our most important commercial
market. Changes in policy, pricing and access frameworks
require careful navigation. The Board and I are encouraged by
the way the Company has responded, maintaining a clear focus
on delivering innovation while supporting patient access and
keeping sight of its long-term priorities.
Looking ahead
Pharming enters its next phase with strong foundations in place,
clearer priorities and increasing momentum. We have
strengthened our leadership team with the addition of a new
CEO, CFO, and CCO. We have continued to sharpen the kind of
company we are building — a focused rare disease business with
the capabilities to develop, deliver and scale.
Our ambition is to become the premier rare disease company in
the world.
The Board and I look forward to continuing to work closely with
Fabrice Chouraqui and his leadership team as they build on this
momentum and bring Pharming's vision to life.
During the year, we also saw changes to the composition of
the Board. I would like to thank those who stepped down for
their contributions during their years of service and welcome
the addition of Dr. Elaine Sullivan to the Board.
On behalf of the entire Board, I would like to thank Fabrice,
the Executive Committee, and all Pharming colleagues for their
resilience, commitment and hard work throughout the year.
Importantly, I would also like to thank our partners and
shareholders for their continued trust and support.
We look ahead with confidence in Pharming’s direction, in the
strength of its people and capabilities, and in its ability to deliver
meaningful impact for patients while creating long-term value.
Richard Peters, MD, PhD
Chairman of the Board
Pharming Group N.V. Annual Report 2024 | 8Pharming Group N.V. Annual Report 2025 | 8
Pharming_JV2025_CEO statement_02.jpg
Chief Executive Officer's statement
Building a leading global
rare disease company
2025 was a defining year for Pharming and reflects
© David van Dam | de Beeldunie
the focus and discipline our teams have brought to
executing our strategy. Entering 2026, our priorities
are clear: reinforce RUCONEST® as a cornerstone
on-demand therapy for difficult to treat HAE
patients, accelerate Joenja®'s expansion,
and advance our pipeline to sustain our growth
and broaden our impact in rare disease.
Pharming Group N.V. Annual Report 2025 | 9
2025 was a defining year for Pharming and reflects the
focus and discipline our teams have brought to executing
our strategy. We outperformed revenue guidance and
delivered strong financial performance, with total
revenues up 27%, driven by continued RUCONEST®
growth and rising demand for Joenja® (leniolisib).
With its efficacy, reliability and rapid onset of action,
RUCONEST® remains an established on-demand treatment
option for difficult to treat patients. Joenja® performance
accelerated in 2025, with growth driven by a 25% increase in
patients on paid therapy in the U.S. and increased demand in
international markets. We have identified approximately 1,000
APDS patients globally, reinforcing the expanding opportunity
for Joenja® as diagnosis and patient identification continue to
improve.
We also demonstrated disciplined cost management, delivering
US$25.8 million in operating profit and US$54.7 million in net
cash flow from operations in 2025. This marks an important
inflection point and strengthens our ability to fund growth and
long-term investment.
Building on this momentum, we plan to further enhance capital
allocation to drive growth. We expect 2026 total revenues in
the range of US$405 million to US$425 million, representing
8% to 13% growth, driven by both Joenja® and RUCONEST®.
With approximately US$9 million in G&A savings from the
October 2025 headcount reductions, we expect operating
expenses to grow more slowly than revenues in 2026, while
supporting an approximately US$60 million increase in R&D
investment.
Our pipeline is a significant value driver, and we highlighted
its depth and upcoming catalysts at our recent Investor Day.
We completed the Abliva acquisition and successfully started
the second wave of patient recruitment in the pivotal FALCON
clinical trial for napazimone (KL1333) in primary mitochondrial
disease. Also during the year, we significantly advanced our
efforts to study leniolisib in primary immunodeficiencies with
immune dysregulation beyond APDS and started the Phase II
clinical trial for CVID with immune dysregulation.
We made significant progress in 2025, building on our
commercial and development capabilities to advance our vision
of becoming a leading rare disease company. We continued to
develop a scalable organization and strengthened our leadership
team with the appointments of Kenneth Lynard as Chief
Financial Officer and Leverne Marsh as Chief Commercial Officer.
Entering 2026, our priorities are clear: reinforce RUCONEST®
as a cornerstone on-demand therapy for difficult to treat HAE
patients, accelerate Joenja®'s expansion, and advance our
pipeline to sustain our growth and broaden our impact in rare
disease.
We continue to expect Phase II read-outs for leniolisib in
broader primary immunodeficiencies with immune
dysregulation in the second half of 2026 and are on track to
complete enrollment in the pivotal FALCON study of napazimone
(KL1333) in 2026, with data readout anticipated in late 2027.
This momentum underscores the strength of our business and
enables us to advance our high-value pipeline, creating long-
term value for shareholders and delivering meaningful impact
for rare disease patients.
Fabrice Chouraqui
Chief Executive Officer and Executive Director
Pharming Group N.V. Annual Report 2025 | 10
Strategic
Business
Review
Pharming in focus
Business and strategic direction
Moments that matter
Commercial portfolio review
Pipeline review
Financial performance
Pharming Group N.V. Annual Report 2025 | 11
Pharming in focus
Founded in
1988
407
Dual listed:
Euronext Amsterdam (PHARM)
Nasdaq (PHAR)
Headquarters: Leiden, the Netherlands
U.S. Headquarters: Warren, New Jersey
employees
globally
Scalable infrastructure
driving rare disease innovation, commercial excellence,
and patient-focused value creation
High-growth
commercial portfolio
High-value pipeline
Pharming Group is a global biotechnology company that
develops and commercializes innovative therapies for
rare and ultra-rare diseases with significant unmet need.
We focus on immunological and genetic conditions where
our scientific and commercial expertise can help advance
care over the long term.
Patients are at the heart of everything we do. Their insights
along with those of caregivers and the scientific community
shape our strategy, guide our clinical study designs, and
influence how we manage our approved therapies.
Our teams combine deep scientific, medical, and operational
expertise in rare disease drug development and
commercialization. We leverage proven and efficient clinical
development, supply chain, and commercial infrastructure to
advance and expand our portfolio and pipeline and increase
access for patient communities that currently lack adequate
treatment options.
We execute with discipline and urgency, pursuing strategic
growth with focused resource allocation. By strengthening
our commercial portfolio and advancing high-value pipeline
programs, we aim to deliver sustainable long-term value for
patients, healthcare providers, employees, partners, and
shareholders.
Pharming Group N.V. Annual Report 2025 | 12
Business and strategic direction
Commercial
RUCONEST®
PRECLINICAL
PHASE I
PHASE II
PHASE III
REGULATORY
SUBMISSION
COMMERCIAL
Hereditary angioedema (HAE)
Joenja® (leniolisib)
Activated PIK3δ syndrome (APDS)
Pipeline
Leniolisib for APDS
Geographic expansion
Pediatric label expansion
Leniolisib for primary immunodeficiencies (PIDs) with immune dysregulation
Genetically identifiable PIDs with immune dysregulation linked to altered PI3Kδ signaling
Common variable immunodeficiency (CVID) with immune dysregulation
Napazimone (KL1333) for primary mitochondrial disease
mtDNA mitochondrial disease
New pipeline image BASE_2025_Wdesk_A.svg
Our vision is to develop
a leading global rare
disease company with
a diverse portfolio and
presence in large markets,
leveraging proven and
efficient clinical
development, supply
chain, and commercial
infrastructure
Pharming Group N.V. Annual Report 2025 | 13
Our business
Pharming is an integrated biotechnology company
with proven capabilities across clinical development,
manufacturing, regulatory affairs, and
commercialization. Our model supports us in
efficiently developing and delivering innovative
therapies to expand treatment options and improve
outcomes for rare disease communities with
significant unmet needs.
Through disciplined execution across our commercial
portfolio and pipeline, we aim to deliver sustainable
growth while continuing to invest in innovation and
long-term value creation for patients, healthcare
providers and shareholders.
Commercial
We currently commercialize two approved therapies for
distinct rare and ultra-rare disease areas.
RUCONEST®, our first approved product, is the first and only
recombinant C1 esterase inhibitor (rhC1-INH) protein
replacement therapy indicated for the treatment of acute
hereditary angioedema (HAE) attacks in adult and adolescent
patients. It has received regulatory approval in the European
Economic Area (2010), the United Kingdom (2010) and the
United States (2014).
Our commercial focus for RUCONEST® is the United States. In
other approved regions, we continue to support patients where
appropriate.
Joenja® (leniolisib), our second marketed therapy, is an oral,
selective phosphoinositide 3-kinase delta (PI3Kδ) inhibitor
approved in the United States, United Kingdom, Australia,
and Israel, as the first and only targeted treatment indicated for
activated phosphoinositide 3-kinase delta syndrome (APDS), an
ultra-rare primary immunodeficiency (PID), in adult and pediatric
patients 12 years of age and older, and in Japan for adult and
pediatric patients aged 4 years and older.
We currently commercialize Joenja® in the United States and
the United Kingdom through our own sales and marketing
infrastructure.
Pipeline
Pharming is advancing a focused pipeline centered on rare
immunological and genetic diseases.
Leniolisib for APDS
To expand access and generate evidence for broader use,
we have active regulatory and clinical development efforts
aimed at making leniolisib available to APDS patients across all
age groups in key markets. In addition, we are working to further
characterize the disease-causing impact of mutations in the
APDS causing genes, currently classified as variants of uncertain
significance (VUSs), and are undertaking further research to
determine the overall prevalence of APDS.
Leniolisib for PIDs with immune dysregulation
Beyond APDS, leniolisib is being evaluated in two Phase II studies
targeting additional PIDs with immune dysregulation:
Genetically confirmed PIDs linked to altered PI3Kδ signaling
Common variable immunodeficiency (CVID) with immune
dysregulation, regardless of underlying genetic confirmation
These programs provide the opportunity to address significantly
larger patient populations that currently lack targeted
therapeutic options.
Napazimone (KL1333) for primary mitochondrial disease
In 2025, our late-stage pipeline was strengthened through the
acquisition of Abliva AB and its lead asset, KL1333. Napazimone
(KL1333), the newly named compound, is a potential first-in-
disease therapy for mitochondrial DNA (mtDNA)-driven primary
mitochondrial disease (PMD). It is currently in a pivotal clinical
trial, designed to support regulatory approval, which passed a
futility analysis on its two primary end points.
Pharming Group N.V. Annual Report 2025 | 14
Our commitment
to rare diseases
Pharming is committed to advancing care for people
living with rare and ultra-rare diseases. We focus on
areas of significant unmet need where our scientific
and commercial expertise may make a meaningful
difference - and where specialist care, diagnostic
readiness, and reimbursement pathways enable
responsible patient identification and sustainable
access.
We align our clinical development, business
development, and capital allocation decisions
around rare diseases where we can build competitive
advantage and create durable growth - strengthening
our potential to deliver long-term value while
expanding access for patients who often have
limited or no treatment options.
Hereditary angioedema (HAE)
HAE is a rare, potentially life‑threatening genetic condition
characterized by unpredictable swelling attacks that may affect
the skin, gastrointestinal tract, and upper airway (laryngeal
edema). Global prevalence is estimated at ~1 in 50,000 to ~1 in
10,000. Symptoms are driven by excess bradykinin resulting
from uncontrolled kallikrein activity, which leads to fluid leakage
into tissues. Despite broader use of prophylactic therapies,
breakthrough attacks remain common, and clinical guidelines
recommend ready access to effective on‑demand treatment for
all patients, including those on prophylaxis.
Pharming's market emphasis
We are focused on the U.S. HAE market as the core commercial
opportunity for acute treatment.
Market size & growth (U.S.)
The U.S. HAE market continues to expand, driven by improved
disease awareness, broader specialist access, and new
therapeutic options across both prophylactic and on-demand
classes. Recent real-world U.S. claims analyses indicated that the
diagnosed patient population may be larger than historically
assumed at 2.67 per 100,000. This larger-than-expected patient
base reinforces the need for robust prophylaxis and reliable on-
demand options.1
By the end of 2024, the U.S. market included multiple FDA-
approved options across both acute treatment and long-term
prophylaxis. In 2025, the therapeutic landscape broadened
further with FDA approvals introducing new mechanisms and
modalities, including:
an activated Factor XII (FXIIa) inhibitor for prophylaxis;
a prekallikrein-directed antisense oligonucleotide for
prophylaxis; and
an oral plasma kallikrein inhibitor for on-demand
treatment of acute attacks.
Collectively, these developments are expanding therapeutic
choice and increasing the complexity of treatment decision-
making across both prophylactic and acute settings.
Competitive dynamics (acute & prophylaxis)
The U.S. HAE market spans therapies that target C1 esterase
inhibitor (C1-INH) replacement and key components of the
contact activation system, including plasma kallikrein and FXIIa,
delivered via intravenous, subcutaneous, and oral modalities.
Long-term prophylaxis has become the dominant treatment
paradigm. In a U.S. patient survey, ~68.5% reported having
received or currently receiving long-term prophylaxis (LTP).2
However, increased prophylaxis uptake has not eliminated the
need for acute therapy.
The U.S. HAEA Medical Advisory Board guidelines emphasize
that patients must have ready access to effective on-demand
medication, and that all patients with laboratory-confirmed HAE
should have access to at least two standard doses of an FDA-
approved on-demand therapy.3
Breakthrough attacks remain clinically meaningful and common
despite the widespread adoption of LTP. Randomized studies
indicate that approximately 50% of patients receiving
prophylaxis continue to experience breakthrough attacks4, and
many patients treated with prophylaxis also report attacks in
controlled settings. In addition, certain acute therapies may
require re‑dosing, highlighting persistent unmet needs in acute
management and reinforcing the need for therapies that restore
functional C1‑INH activity.
Pharming Group N.V. Annual Report 2025 | 15
Role of RUCONEST® (recombinant C1-INH, IV)
RUCONEST® is the first and only recombinant C1-INH protein
replacement therapy, providing a differentiated on-demand
treatment for acute attacks in patients with Type I, Type II,
and normal C1-INH HAE.
By restoring functional C1-INH, RUCONEST® addresses the
underlying deficiency that triggers attacks and regulates
the contact activation system through inhibition of Factor XII
and kallikrein, reducing downstream bradykinin and related
mediators. This mechanism supports its positioning as targeting
the root cause of HAE across multiple biological pathways rather
than a single cascade.
Its intravenous administration provides immediate, complete
bioavailability, enabling rapid, high-dose intervention to halt
attack progression. In a market increasingly shaped by
prophylaxis, RUCONEST® continues to serve as a cornerstone
on-demand treatment, particularly for patients experiencing
more severe or frequent attacks or those who continue to
experience breakthrough attacks despite prophylactic
treatment.
Primary Immunodeficiencies (PIDs)
PIDs are a heterogeneous group of rare immune disorders
that lead to recurrent infections and immune dysregulation.
The global PID therapeutics market is estimated at ~US$8 billion
in 2025, with steady growth expected at a compound annual
growth rate (CAGR) of ~6% to ~US$14 billion by 20345,
supported by earlier genetic diagnosis, better care
pathways, and sustained demand for immunoglobulin
and targeted therapies.
Underdiagnosis remains significant, and expanded testing
continues to increase the identifiable patient population.
APDS
APDS (activated PI3Kδ syndrome) is an ultra-rare, progressive
PID first characterized in 20136. Literature estimates prevalence
at approximately 1.5 patients per million6,7. Emerging evidence
suggests that the prevalence may be much higher, underscoring
the importance of efforts to further characterize the disease,
and understand the impact of mutations in the APDS causing
genes currently classified as VUSs.
APDS presents with a clinically heterogeneous profile that may
include severe and recurrent sinopulmonary infections;
persistent or recurrent herpesvirus infections (notably EBV
and CMV); lymphadenopathy, hepatosplenomegaly, and nodular
lymphoid hyperplasia; autoimmune cytopenias; enteropathy;
and bronchiectasis. Patients also face a heightened risk of
malignancy, particularly lymphoma, due to dysregulated
lymphoproliferation.
Delayed diagnosis can lead to the accumulation of irreversible
organ damage, and published analyses indicate that survival
probability may be up to 28% lower than the general population,
with lymphoma and infections representing the leading causes
of mortality. Despite increased awareness since its
identification, APDS continues to be under-recognized and
misdiagnosed, particularly outside specialist care settings.
There are currently over 1,800 known U.S. patients with a VUS
in the PIK3CD and PIK3R1 genes implicated in APDS. In 2025,
new peer-reviewed research published in leading journal Cell
demonstrated that functional characterization of PI3Kδ pathway
variants can support the reclassification of certain VUSs to APDS.
We expect to provide an estimate of how many of these
patients may be diagnosed with APDS following completion
of new experiments planned to generate the data needed for
genetic testing laboratories to evaluate VUSs identified in
patients who have undergone genetic testing for APDS or
other immunodeficiencies.
A second conclusion of this research was that APDS may have a
broader clinical presentation and significantly higher prevalence
than previously assumed, an important consideration for long-
term market growth. Further research is on-going on this topic.
Market size & growth
The APDS market remains at an early stage, reflecting the
ultra-rare nature of the disease, limited historical diagnostic
pathways, and the absence, until recently, of targeted
therapeutic options.
However, multiple indicators point to durable market expansion:
New functional genomics evidence indicates that APDS may
be more prevalent than previously understood as increased
PI3Kδ pathway activity was identified in variants of the APDS
causing genes that have not so far been reported in APDS
patients8 prompting further investigation into the true size of
the APDS population.
Expanded genetic testing and reclassification of VUSs are
expected to increase the identifiable patient population.
Growing understanding of disease burden, including risk of
lymphoma and early mortality, is raising clinical urgency and
supporting early targeted therapy adoption.9,10,11,12,13
APDS remains the first genetically defined PID with a
precision therapy, anchoring a category with long‑term
growth potential.
Collectively, these trends position APDS as a small but
structurally expanding rare-disease market with significant
diagnostic uplift ahead.
Competition
Joenja® is currently the only approved therapy for APDS and
selective PI3Kδ inhibition remains the defining approach within
this therapeutic category. Based on public information, we are
not aware of any active clinical development programs in APDS.
Pharming Group N.V. Annual Report 2025 | 16
PIDs with immune dysregulation beyond APDS
PIDs visual highlevel.png
Primary immunodeficiencies (PIDs) with immune dysregulation
represent an area of significant unmet medical need, commonly
presenting with lymphoproliferation, autoimmune
manifestations, and organ‑specific inflammation.
Beyond the rare APDS population, several genetically defined
PIDs with immune dysregulation linked to altered PI3Kδ
signaling affect an estimated ~7.5 patients per million, offering
the potential to reach meaningfully broader patient groups.
CVID with immune dysregulation represents an even larger
segment within the PID landscape. As the most common
symptomatic PID, approximately half of CVID patients develop
inflammatory or autoimmune complications, corresponding to a
target population of ~39 per million.
Many exhibit APDS‑like clinical and immunologic features,
reinforcing the rationale for PI3Kδ pathway modulation and
importance to address the substantial unmet need across a
wider spectrum of immune dysregulation disorders beyond
APDS.
We are conducting Phase II studies in both PIDs with immune
dysregulation linked to altered PI3Kδ signaling, and CVID with
immune dysregulation. Both studies are fully enrolled and we
expect top line data in the second half of 2026.
Not to scale with population sizes
Primary mitochondrial disease (PMD)
Primary mitochondrial diseases are rare, multisystem disorders
caused by impaired cellular energy generation, leading to
chronic fatigue, muscle weakness, neurological manifestations,
and substantial functional limitations. Affecting both children
and adults, PMD encompasses a broad and heterogenous
spectrum of symptoms reflecting the essential role of
mitochondria in cellular metabolism. With no approved
therapies that directly address the underlying bioenergetic
defect, current care remains largely supportive, underscoring
the significant unmet need across this patient population.
Within this broader landscape, mitochondrial DNA (mtDNA)–
driven mitochondrial disease represents a genetically defined
subgroup with a well‑characterized pathophysiology and
considerable disease burden in adults. These patients commonly
experience severe fatigue and myopathy that impair daily
functioning and quality of life, making this population
particularly suited to targeted therapeutic approaches.
Across the U.S., EU4 (France, Germany, Italy, Spain), and the
U.K., more than 30,000 diagnosed patients fall into this
subgroup, highlighting both the scale of unmet need and the
opportunity for a therapy that directly improves mitochondrial
energy production. Napazimone (KL1333), designed to modulate
cellular NAD⁺/NADH balance, aims to address this core
bioenergetic dysfunction and potentially deliver the first
disease‑targeted option for mtDNA‑driven mitochondrial
disease.
Pharming Group N.V. Annual Report 2025 | 17
I was raised in a scientific
household, yet they could
only treat my symptoms...
until I was diagnosed
with APDS. Getting this
diagnosis has shown
me how much early
recognition and awareness
matters because rare
diseases like mine are
frequently overlooked
or missed.”
Liam, Living with APDS
Liam living with APDS
Pharming Group N.V. Annual Report 2025 | 18
Pharming_JV2025_Our strategy.jpg
Our strategy
Our vision is to develop a leading global rare disease
company with a diverse portfolio and presence in
large markets, leveraging proven and efficient clinical
development, supply chain, and commercial
infrastructure.
We continue to build on strong foundations, anchored by our
established U.S. commercial platform, expanding access to our
therapies in key markets, and progressing a high-value pipeline
that we expect will power future growth.
We are strengthening and diversifying our portfolio with a goal
to deliver long-term, sustainable growth, with anticipated
continued growth and durability for RUCONEST®, midterm
momentum driven by Joenja® and disciplined advancement
of key pipeline assets leniolisib and napazimone (KL1333).
We expect our robust infrastructure and deep collaborations
across the rare disease ecosystem to support reliable execution
and the cash flow required to fund future innovation and expand
access in priority geographies.
Our culture is central to how we execute. We are united by a
commitment to improving outcomes for people living with rare
and life‑threatening conditions. We collaborate across
disciplines, combine our expertise, and encourage each other
to go the extra mile. Our core values 'We put patients at the
heart', 'We make it simple', 'We get it done' and 'We act with
urgency' guide how we work, strengthen our ability to execute
with discipline, and empower our teams to make a meaningful
impact on patients and their families.
2025 Strategic progress
In 2025, we advanced our strategic agenda with discipline and
focus. We reinforced the resilience and growth potential of
our rare disease therapies in the U.S. and prepared for further
geographic expansion. We expanded access and progressed
regulatory pathways to broaden the reach of Joenja® in priority
markets and continued to strengthen patient identification to
enable appropriate treatment.
We advanced our innovation ambitions through disciplined
late‑stage development and targeted investments in programs
aligned to our scientific expertise, while deepening collaboration
with clinical experts and rare disease communities.
Across the business, we sharpened capital allocation and
enhanced cross‑functional capabilities to support future
portfolio growth and scalable execution. These actions
strengthened our foundations for long term, sustainable
growth and set clear momentum into 2026.
Resources
Insights from patients,
healthcare experts
and partners
Proprietary assets
Diverse talent
Financial resources
Scalable,
high-performing
organization
Operational,
Commercial excellence
Differentiated
commercial
assets
High-value,
de-risked pipeline
Strong financial discipline,
sustainable growth
Value for patients
& other
stakeholders
Pharming Group N.V. Annual Report 2025 | 19
Pharming_JV2025_Our strategy_02.jpg
Our competitive advantage
Our competitive advantage is built on a focused rare disease
strategy, a patient-focused commercial platform, and a high-
value pipeline addressing significant unmet needs. We combine
deep scientific expertise with disciplined execution to identify,
develop, and commercialize therapies in areas where biology
is well understood and patient needs remain substantial.
Our commercial portfolio supports both resilience and growth
momentum. RUCONEST® continues to play an important role
in the acute HAE market, supported by its differentiated profile
and established position in U.S. care.
Joenja® is the first and only approved targeted therapy for
APDS and represents a clinically validated proof-of-concept for
PI3Kδ inhibition in immune dysregulation. With ongoing
development in PIDs with immune dysregulation beyond APDS,
Joenja® has the potential to address a substantially larger
patient population with limited treatment options.
Looking ahead, our late-stage pipeline further strengthens
our competitive positioning. Napazimone (KL1333) is being
developed for mitochondrial DNA-driven primary mitochondrial
disease, an area of significant unmet medical need with
no approved disease-modifying therapies. If successful,
napazimone (KL1333) has the potential to become the first
treatment targeting the underlying biology of this condition.
These commercial assets and pipeline programs are supported
by our rare disease expertise, scalable infrastructure, and the
strength of our balance sheet and operating cash flows.
Together, we expect these strengths to create a solid foundation
for growth and long‑term impact for people living with rare
diseases.
People and capabilities
Our ability to execute our strategy relies on the expertise
and commitment of our people. Across the organization we
continued to strengthen specialist capabilities, develop
leadership, and embed cross-functional collaboration that
support rare disease excellence. This focus on skills, culture
and agility supports us in scaling effectively, sustaining quality
and compliance, and delivering better outcomes for patients
and other stakeholders.
Strategic priorities
Strengthen and sustain our marketed rare disease
therapies
In 2025, we focused on enhancing the performance and
long‑term relevance of our marketed therapies. This included
reinforcing the clinical and commercial positioning of our
products, maintaining reliable supply, supporting appropriate
use, and optimizing our geographic footprint.
A key priority during the year was expanding the addressable
APDS population and driving uptake of Joenja®, while shaping an
efficient, scalable organization to support sustained anticipated
future growth.
During the year, we reinforced our franchise through sustained
commercial execution. RUCONEST® continued to demonstrate
resilient and growing U.S. demand, while Joenja® uptake
accelerated, supported by increased patient identification and
ongoing efforts to broaden the diagnosed APDS population.
Following a strategic review, we made the decision to withdraw
RUCONEST® from commercialization in non-U.S. markets,
enabling a more focused operating model centered on the
United States. This action strengthened capital allocation
and sharpened our focus on key growth drivers and pipeline
advancement.
Julia living with APDS
Pharming Group N.V. Annual Report 2025 | 20
Expand global access for Joenja® in APDS
In 2025, we continued executing on our strategy to broaden
global access to Joenja® by advancing regulatory submissions,
enabling launches in priority markets, and expanding the eligible
patient population through pediatric label expansion. We also
maintained focus on improving diagnosis and identification of
APDS patients, including continued efforts to resolve variants of
uncertain significance (VUSs), and convert identified patients to
commercial therapy in the U.S.
During the year, we achieved important regulatory and
commercial milestones. We filed for approval in Japan for adult
and pediatric patients, and successfully launched Joenja®
in the United Kingdom. In the United States, we submitted a
supplemental New Drug Application (sNDA) for pediatric
patients aged 4–11 years and received Priority Review
designation. We also progressed the clinical program evaluating
Joenja® in younger patients (1–6 years), supporting future
regulatory submissions and potential label expansion.
Advance our clinical‑stage rare disease pipeline
In 2025, we advanced high-value clinical programs in rare
diseases with significant unmet need through rigorous science,
operational excellence, and discipline. Our priorities were to
broaden the long‑term potential of leniolisib beyond APDS,
into larger PID populations impacted by immune dysregulation,
and to progress the pivotal development of napazimone
(KL1333) in primary mitochondrial disease.
We advanced two Phase II proof-of-concept clinical trials
evaluating leniolisib in genetically defined PIDs linked to PI3K
signaling and in CVID with immune dysregulation, with both
studies on track for top-line data readouts in the second half of
2026. We also started and progressed Wave 2 of the pivotal
FALCON clinical study evaluating napazimone (KL1333) in
mtDNA-driven primary mitochondrial disease, following the
completion of the Abliva acquisition. Wave 2 enrollment
continued during the year, supporting a planned 2027 readout.
These advancements reflect disciplined execution across our
late-stage programs and reinforce our commitment to building a
diversified, high-value rare disease pipeline.
Pursue value‑accretive business development
We maintained a disciplined approach to business development
in 2025, focusing on rare disease assets that align with our
scientific expertise and leverage our proven clinical
development, regulatory, and commercial infrastructure.
During the year, we strengthened our rare disease pipeline
through the acquisition of Abliva AB, adding KL1333 — now
named napazimone (KL1333) — a late-stage asset in mtDNA-
driven primary mitochondrial disease.
The transaction, initiated in late 2024, culminated in Abliva's
delisting from Nasdaq Stockholm in March 2025 and our
subsequent acquisition of the remaining minority shares,
resulting in 100% ownership by June 18, 2025. This acquisition
expanded our presence into mitochondrial disease, added a
pivotal-stage program with significant long-term value potential,
and reinforced our strategy of acquiring differentiated, science-
driven assets in areas of high unmet need.
We also continued evaluating additional external innovation
opportunities aligned with our strategic priorities, applying
disciplined financial and strategic criteria to all opportunities
assessed.
Shape an efficient and scalable organization
In 2025, we focused on developing an operating model that
supports anticipated sustained portfolio growth, disciplined
capital allocation, and future launches. We strengthened cross-
functional capabilities, reinforced our core values, and worked
to foster a culture of accountability and operational excellence.
During the year 2025, the first year under Fabrice Chouraqui's
leadership, the organization was further aligned around clear
strategic priorities and a performance-driven culture focused on
execution. The October appointment of Kenneth Lynard as Chief
Financial Officer further strengthened financial oversight and
discipline as we continue to scale the business.
We advanced initiatives to optimize our cost structure and
enhance organizational efficiency, including measures to reduce
general & administrative expenses by US$9 million annually.
This plan included a 20% net reduction in non-commercial
and non-medical headcount. These actions enabled a more
streamlined operating model, enhanced financial discipline
and prioritized investments in commercial growth and pipeline
advancement.
Operate responsibly and sustainably
In 2025, we continued our sustainability journey, embedding
quality, compliance, and responsible business practices across
our operations. We delivered new initiatives across
Environmental, Social and Governance themes, from
'Compliance Day' that communicated updates to policies,
broadening and deepening our culture of business integrity,
to renewable energy contracts implemented at 2 more sites,
reducing our greenhouse gas emissions. Such actions have
strengthened our risk management processes and support the
sustainable growth of Pharming.
Further detail on progress across our commercial portfolio,
pipeline programs, and sustainability initiatives is provided in the
Commercial portfolio review, Pipeline review, and Sustainability
chapters.
Pharming Group N.V. Annual Report 2025 | 21
Translating strategy into impact
We translate strategy into impact by aligning commercial
portfolio growth with disciplined development, focused market
expansion, and an enabling culture. We progress our pipeline
where our capabilities create the most value — broadening
leniolisib into additional primary immunodeficiencies and
advancing late-stage assets like napazimone (KL1333) — while
strengthening access for APDS through regulatory progress,
targeted launches, and improved diagnosis.
We maintain RUCONEST® as a reliable, growing, and cash-
generating U.S. franchise, supported by reliable supply.
Evidence generation, from clinical programs to real-world data
and health economic insights, underpins regulatory interactions
and market access in large geographies.
Across development, supply chain, and commercial operations,
we embed quality, compliance, and capital discipline, and we
work collaboratively with clinicians, patient organizations, and
genetic laboratories.
Our core values guide our teams every day, helping us execute
on our strategy and enable earlier diagnosis, broader access
and better outcomes for patients, and durable, re-investable
cash flow.
Risks and opportunities
Our strategy is designed to deliver sustainable growth while
managing the inherent complexities of rare disease markets.
We continuously evaluate the risks and opportunities that shape
our ability to execute, invest and grow.
Key risks
Evolving competitive landscapes: New treatment options in
HAE and emerging innovation in immunology has intensified
competition and may require continued diversification of our
portfolio.
Regulatory and reimbursement uncertainty: Shifts in
national and regional Health Technology Assessment (HTA)
requirements, pricing pressure and reimbursement
constraints could impact patient access and commercial
performance.
Clinical and development risk: As with all R&D‑driven
organizations, clinical results, regulatory reviews or
development timelines may differ from expectations.
Supply and operational continuity: Biologic manufacturing
complexity and a global supply chain require ongoing risk
mitigation to ensure reliable product availability for patients.
Macroeconomic volatility: Changes in exchange rates,
inflationary pressures and geopolitical instability may affect
operational costs and financial performance.
Strategic opportunities
Expansion into new indications and geographies:
Growing awareness of rare diseases and unmet needs in PIDs
create opportunities for label expansions and entry into
additional markets.
Pipeline acceleration:
Our focused innovation model and advancements in clinical
programs provide future growth opportunities beyond our
current commercial portfolio.
Portfolio expansion through business development:
Disciplined, value-accretive in-licensing and acquisition
opportunities that complement our rare disease focus,
leverage our commercial and development capabilities,
and strengthen our long-term growth trajectory.
Leverage AI in the identification of rare disease patients:
The fast evolution of technology and computation opens
opportunity to analyze vast amounts of data to find patients
who most likely suffer from a disease.
Operational leverage: Continued financial and capital
allocation discipline, digital enablement and commercial
excellence support sustainable margin expansion over time.
Near‑term focus for 2026
In 2026, we intend to grow Joenja® in APDS through intensified
patient-finding and ex-U.S. approvals and launches while
pursuing pediatric label expansion; reinforce RUCONEST®'s
distinctive value proposition in a more competitive HAE market;
advance leniolisib beyond APDS via Phase II proof-of-concept
trial execution in additional PIDs with immune dysregulation
and alignment on registrational routes; progress napazimone
(KL1333) for primary mitochondrial disease through pivotal trial
execution and integrated CMC readiness; and strengthen
platform enablers — quality, supply reliability, data and
analytics — while maintaining financial discipline.
Our strategy is supported by a responsible and sustainable
operating model that prioritizes patient impact, ethical
innovation and long‑term value creation, which we explore
further in our Sustainability section.
Pharming Group N.V. Annual Report 2025 | 22
From Hospital Rooms to
Hope for the Future
Frequent infections. Repeated hospital stays. More than 40 surgeries before
adolescence. For Tyler, childhood was shaped by a rare and progressive immune
disorder that went undiagnosed for years.
When genetic testing finally identified Activated PI3K Delta Syndrome (APDS),
it brought long-awaited answers. Participation in a clinical study targeting the
underlying immune dysregulation later marked a turning point — bringing
greater stability and a renewed sense of possibility.
11 known
APDS patients
worldwide at
the time of Tyler's
diagnosis in 2012
1000+ today
The biggest lesson I've learned is that this
is bigger than just me. APDS manifests differently
for each person. I used to believe my future was
uncertain — now I look forward to it”
Tyler, Living with APDS
Tyler living with APDS
Pharming Group N.V. Annual Report 2025 | 23
Pharming_JV2025_Moments that Matter.jpg
Moments
that matter
Advancing therapies,
expanding possibilities
Numbers tell part of the story.
Real life shows the impact.
Every advance we make ultimately connects back
to a person. A child who wants to attend school
without interruption. An adult who wants the energy
to work and care for family. A parent who wants
stability instead of uncertainty.
At Pharming, everything begins and ends with the
people we serve. Their experiences shape our priorities,
guide our decisions and define how we measure success.
In 2025, continued growth of RUCONEST® and Joenja®
reflected rising patient demand and expanding access.
Behind that growth are individuals and families
finding greater stability, confidence and possibility.
When patient impact grows, performance follows.
This is how we turn care into lasting change.
I know what I'm fighting now, and I have the drugs
I need to treat it. It may not be perfect 100% of the
time, but I know how to treat it. It’s no longer the
hopelessness that you feel when you don’t know
what is wrong or how to make things better.”
Living with HAE
Regaining control in unpredictable moments
For people living with hereditary angioedema (HAE), life can
change in an instant. Swelling attacks can arrive without
warning. They are sudden, unpredictable, and often painful -
and sometimes life-threatening, disrupting work, school,
travel, and family life. Access to reliable treatment can mean
the difference between panic and preparedness.
Victoria's story
Victoria never knew when it would hit. Swelling could come
out of nowhere – and the worst part wasn't only the pain.
It was the uncertainty.
For years, she tried to keep going as if nothing was wrong.
But living with HAE meant navigating a body that could change
in a matter of hours, or even overnight — and a world that
didn't always understand what it was seeing.
Even at home, the swelling wasn't always recognized for what
it was. Her mother assumed she was simply putting on weight.
It wasn't until her brother — a surgeon — witnessed a throat
swelling that required emergency intubation that the family
realized something far more serious was happening. Even then,
they still had no answers.
In Barbados, she went back to doctors repeatedly, looking for an
explanation. None came. She moved to the United States hoping
someone would finally connect the dots — and that she
could find a way to feel safe in her own body.
Instead, the years stretched on. Before she received the
right diagnosis, Victoria went through more than eight years
of chemotherapy for a condition she didn't have. She was
intubated multiple times during severe attacks. When swelling
closed in on her airway, there was no waiting it out, no
“see if it gets better.” It was emergency care or nothing.
Pharming Group N.V. Annual Report 2025 | 24
Pharming_JV2025_Tyler’s Story.jpg
It took 15 years after moving to the U.S. for Victoria to be
accurately diagnosed with HAE with normal C1-inhibitor
(Type 3 HAE). She describes the diagnosis as an explanation
that finally made her experience real.
By then, the unpredictability had already taken its toll.
Attacks became so disruptive she had to stop working
outside the home, stepping away from a career and routines
she once loved.
Even after diagnosis, treatment wasn't straightforward.
Some therapies triggered severe systemic reactions because
Victoria is allergic to human plasma-derived C1 esterase
inhibitor proteins. It meant that even with a name for her
condition, she still didn't have a dependable way to respond
when swelling began.
Working with her specialist, she eventually gained access
to a treatment option that fit her medical needs — something
she could use when it mattered most.
The change was practical, and it was emotional.
“Having access to a treatment I can rely on means I can plan
ahead without constant fear. I finally feel prepared and
confident, instead of anxious about what might happen next.”
Today, she describes her experience simply as “living life again”
— getting outdoors, hiking and gardening, and caring for the
animals on her farm.
“Things that once made me anxious because of the uncertainty
of whether I may swell or not are now possible because I have
access to a medication that truly works.”
Victoria's experience reflects what reliable, targeted treatment
can mean for patients living with unpredictable rare diseases —
restoring control, confidence and daily independence.
As a kid, I spent most of my time in the
hospital. Instead of running around on
the playground, I was getting prepped
for surgery. I had over 40 surgeries as
a child. Constantly being sick made me
feel stripped of what some would call
a ‘normal’ childhood.”
Living with APDS
From constant infections to new possibilities
For many patients and families living with activated PI3Kδ
syndrome (APDS), childhood can be marked by frequent
infections, hospital stays, and immune-related complications.
Diagnosis often follows years of uncertainty — and even
after answers are found, the journey toward effective
management can take time.
Tyler's story
Tyler is now a teacher, helping kids learn to code and build
their own video games. He loves getting lost in a good book,
and he finally gets to travel — milestones that once felt out of
reach — because for most of his childhood, life was measured in
infections and hospital days. He missed about a third of every
school year, caught in a loop of getting sick, falling behind,
catching up, and then getting sick again. While other kids
learned routines and friendships, Tyler learned hospital
corridors.
By age 10, Tyler had spent almost an entire year hospitalized.
Chronic pneumonia led to repeated month-long hospital stays.
His lymph nodes swelled to the size of golf balls and remained
enlarged for extended periods. He experienced a wide range
of complex symptoms that left his doctors and family searching
for answers. Finding relief meant endless trial and error.
At one point, he was on 11 medications — each with its own
side effects and challenges.
Pharming Group N.V. Annual Report 2025 | 25
In 2012, researchers at the U.S. National Institutes of Health
sequenced Tyler's entire genome and identified activated PI3K
delta syndrome (APDS) as the cause. Finally, there was a name
for what he'd been fighting, and while a diagnosis brought
clarity, it didn't immediately mean having control. The years that
followed were spent navigating treatment options and managing
ongoing complications, and for a long time, Tyler felt uncertain
about what his future might hold.
Up to that point, Tyler thought he was the only person living
with the disorder. He convinced himself it would “end” with him
— he didn't want anyone else to go through what he had lived
through, and he didn't think he would live to be twenty.
When he was offered the chance to join a clinical study,
he didn't hesitate.
“I wanted to move beyond my previous treatments and find
something that could truly help manage my symptoms. I also felt
a responsibility to help others who might be diagnosed after me
— to help create options for them.”
Over time, meaningful changes began to emerge. Symptoms
that had persisted for years — including chronic vomiting,
sinus infections, and ear complications — became less severe.
He found he could go on walks without feeling as exhausted,
and his breathing improved. Daily treatment also became more
manageable.
“Before, I had to take multiple pills throughout the day.
Now I take two — one at 11 a.m. and one at 11 p.m. It's such
a relief. It's less of a constant reminder that I have APDS.”
“I have fewer infections now and feel more stable than
I ever have. For the first time, I'm not just managing crises
— I'm planning for the future.”
Today, Tyler's life is no longer defined by hospital stays and
uncertainty. With greater stability he's making room for routine,
independence, and long-term plans — milestones that once felt
out of reach. His journey reflects what progress in rare immune
disorders can make possible — shifting life from constant crisis
to real stability.
Advancing Possibility Through Innovation
For individuals living with HAE and APDS, access to effective
treatment can redefine what daily life looks like. Whether
restoring control during unpredictable swelling attacks or
helping stabilize immune dysregulation, scientific progress
translates into tangible change.
By continuing to invest in research and global access, and by
spending time to deepen our understanding of real-world
patient experience, we aim to help more patients move beyond
uncertainty toward greater stability, confidence and
independence.
Patients at the Heart. Performance with Purpose.
When more patients gain access to effective treatment,
impact grows — for families, for communities and for Pharming.
That impact is reflected in our performance.
Our continued commercial momentum in 2025, including
US$376.1 million total revenues, reflects increasing trust from
physicians and patients. That trust enables us to invest in
innovation, expand access and strengthen our global rare
disease platform.
We measure progress not only in revenue growth, but in:
Greater confidence in managing sudden attacks
More stability in immune health
More independence in daily life
This is how we create value by putting patients first and
delivering consistently. This is what performance with purpose
looks like. Because ultimately, rare disease breakthroughs aren't
just discovered. They're created together.
Pharming Group N.V. Annual Report 2025 | 26
In rare diseases,
one dedicated clinician can
redefine a patient's path
Approximately
95%
of rare diseases
lack an approved
treatment option
Dr. Patel cares for patients living with rare conditions such as APDS, primary
immunodeficiencies, hereditary angioedema and primary mitochondrial diseases-
part of a landscape of more than 10,000 rare diseases worldwide, with approved
treatments available for only about 5% of them.
Each day, he navigates limited evidence, complex presentations and diagnostic
journeys that can span years. His work is defined not only by scientific rigor,
but by a steadfast commitment to patients who often arrive without clear answers
or established options. By listening closely and translating clinical insight into real-
world evidence, Dr. Patel helps expand understanding and advance care.
In rare disease, progress often begins with a clinician willing to stand with patients
at the edge of what is known — and move the field forward.
In rare diseases, understanding the lived experience
and filling the evidence gaps are essential.
Every new insight brings us closer to delivering
options patients have been waiting for.”
Dr. Niraj Patel, Clinical immunologist & research partner
Pharming Group N.V. Annual Report 2025 | 27
Commercial
portfolio review
Our portfolio is designed to deliver meaningful
impact for people living with rare and potentially life-
threatening conditions while generating durable cash
flow that enables continued investment in innovation.
In 2025, we focused on disciplined execution across
our marketed therapies, emphasizing appropriate use,
strong operational performance, and high-quality
evidence generation in support of patients and their
families, clinicians, payers, and regulators.
Throughout the year, we strengthened commercial excellence
and patient identification initiatives, maintained dependable
product quality and supply assurance, and expanded real world
evidence and health economic insights in preparation for key
regulatory and access engagements. We also deepened our
collaboration with clinicians, patient organizations, and genetic
laboratories to help support earlier diagnosis and more
informed treatment decisions.
This section reviews performance across our marketed portfolio,
including RUCONEST®, a recombinant C1 esterase inhibitor for
acute hereditary angioedema (HAE), and Joenja® (leniolisib),
the first approved targeted treatment for activated PI3Kδ
syndrome (APDS). It highlights how consistent execution,
reliable supply, strengthened diagnostic and patient
identification efforts, and effective payer engagement enable
timely treatment for eligible patients while reinforcing the
Company's long-term strategic and financial objectives.
MacKenna living with APDS
Pharming Group N.V. Annual Report 2025 | 28
RUCONEST® for the
treatment of HAE
RUCONEST® remains an established on-demand
treatment for adults and adolescents experiencing
acute HAE attacks. As the first and only recombinant
C1 esterase inhibitor (rhC1-INH) protein replacement
therapy, RUCONEST® restores functional C1-INH
activity and addresses the underlying deficiency
driving bradykinin-mediated swelling. In a landscape
increasingly shaped by long-term prophylaxis —
Cascade slide.jpg
where breakthrough attacks remain clinically
meaningful — RUCONEST® continued to serve as
a cornerstone acute therapy in 2025, particularly
for patients requiring dependable, rapid control.
With more than a decade of U.S. availability and
a longstanding prescriber base, RUCONEST® serves
a clearly defined patient population and generates
reliable cash flow to support Joenja® (leniolisib)
commercialization and broader pipeline investment.
Product overview
RUCONEST® is a rhC1-INH approved for the treatment of acute
HAE attacks in adults and adolescents. Produced using our
transgenic technology platform, it provides a recombinant
source of functional C1-INH to help control the inflammatory
pathways that drive acute HAE symptoms. The therapy is
administered intravenously and is used at the onset of an attack
to help halt its progression.
With more than a decade of availability in the United States,
RUCONEST® has an established role in acute HAE care,
supported by consistent real‑world use, dependable supply,
and a mature safety profile.
The therapy has a long‑standing position with physicians and
patients in this rare disease community.
The scientific illustration below highlights the role of C1-INH
across multiple inflammatory cascades relevant to HAE.
This schematic reflects current understanding of the biological
pathways involved; clinical implications beyond the approved
indication are unknown.
Pharming Group N.V. Annual Report 2025 | 29
2025 performance overview
RUCONEST® delivered another year of strong performance in
2025, reflecting the product's stable role in the U.S. acute HAE
landscape. Revenue for the full year 2025 reached a record
US$317.9 million, representing a 26% increase compared to
2024.
In the U.S. market, we continued to expand our patient and
prescriber base throughout the year. Revenue growth over the
prior year reflects the benefit of a larger patient base, including
patients with HAE with normal C1-INH.
With its efficacy, reliability and rapid onset of action via IV
administration, RUCONEST® remains an established on-demand
treatment option for patients experiencing more severe or
frequent attacks who have failed other on-demand medications.
During the year, we increased the RUCONEST® physician
prescriber base by 6%. Unit sales volume in the U.S. increased by
20% for the full year.
Throughout 2025, RUCONEST® maintained steady utilization
within the acute segment, supported by new patient
enrollments and consistent clinical engagement. Operational
execution remained strong, with continued supply, enabled by
stable manufacturing throughput and robust quality oversight.
Product quality and safety indicators remained consistent with
historical performance.
RUCONEST® continued to be a dependable source of cash flow,
supporting ongoing investment in Joenja® (leniolisib)
commercialization and our broader development pipeline.
Our priorities remain focused on maintaining reliable supply,
responsible lifecycle management, and operational efficiency.
RUCONEST® maintained steady utilization among prescribers
and patients who rely on rapid, reliable control of acute attacks
and it is commercialized exclusively in the United States through
our direct commercial organization.
In November 2025, following a strategic review, we announced
the withdrawal of RUCONEST® from commercialization in all
non‑U.S. markets. These markets represented less than 2% of
RUCONEST® revenue and were not financially sustainable
long‑term.
Throughout this transition, our highest priority has been
[APDS] really does
affect every aspect
of your life.”
Patient living with APDS
ensuring continuity of care for affected patients. To support this,
RUCONEST® remains accessible in certain countries outside the
United States through the HAEi Global Access Program (HAEi
GAP), subject to local regulatory frameworks and individual
eligibility assessments.
With this transition complete, RUCONEST®'s commercial
footprint is now fully focused on the U.S. market, supported by
dedicated commercial, medical, supply, and patient‑services
teams.
Intellectual property and exclusivity
RUCONEST® has patent protection in the United States and
European Union until October 7, 2026, and biologics reference
product exclusivity in the United States through July 16, 2026.
Beyond formal exclusivity, RUCONEST® benefits from a
proprietary recombinant production platform and specialized
manufacturing processes that are complex and capital-intensive.
As a complex biologic produced using transgenic technology,
the product requires highly specific technical capabilities,
validated purification processes and regulatory oversight that
may present meaningful barriers to entry.
Development of a biosimilar would require substantial
investment, validated manufacturing capabilities and regulatory
approval and would carry significant execution risk.
To date, we are not aware of any pending biosimilar applications
referencing RUCONEST® in the United States or European Union.
While competition cannot be ruled out following expiry of
exclusivity periods, we believe the scientific complexity
of recombinant biologics, combined with manufacturing
know-how and established physician familiarity, may limit
near-term biosimilar risk.
Pharming Group N.V. Annual Report 2025 | 30
With the right plan,
I've learned that I can
live beyond HAE.”
Noah, Living with HAE
Noah living with APDS
Pharming Group N.V. Annual Report 2025 | 31
Joenja® (leniolisib) for
the treatment of APDS
Our second commercialized product, Joenja®, is an
oral small molecule PI3Kẟ inhibitor approved in the
United States, United Kingdom, Australia and Israel,
as the first and only targeted treatment indicated for
activated phosphoinositide 3-kinase delta (PI3Kδ)
syndrome (APDS), in adult and pediatric patients
12 years and older, and in Japan for adult and
pediatric patients aged 4 years and older. This
represents the first global approval of Joenja®
for children aged 4 to 11.
Product overview
As a disease modifying therapy, Joenja® targets the root cause
of APDS, by selectively inhibiting PI3Kδ, supporting a more
balanced pathway and addressing immune dysregulation
characteristic of the disease. Joenja® inhibits production of
phosphatidylinositol‑3-4-5‑trisphosphate, a cellular messenger
that regulates processes including proliferation, differentiation,
cytokine production, survival, metabolism, and cell migration/
trafficking.
Joenja®'s efficacy and safety in APDS were established in a
Phase II/III randomized, placebo‑controlled trial and an
open‑label extension (OLE) study.14 The OLE with data from
APDS patients 12 years and older taking Joenja® for up to 6 years
was published in 2024 and completed in 2025, reported
improvements in health-related quality of life (HRQoL) and a
reduction in the severity of certain clinical manifestations over
time. The study also noted decreases in prescribed medications
for several patients, reflecting sustained clinical benefit
throughout long-term follow-up. A full description of study
designs, endpoints, outcomes, and safety is available in the
Clinical Studies section of our 2024 Annual Report and
referenced peer‑reviewed publications.15,16,17,18
2025 performance overview
Joenja® continued to expand its presence in 2025 with approvals
in Australia and the UK alongside securing reimbursement in
the UK. During the year, we focused on strengthening the
foundations needed for long-term, sustainable adoption:
deepening patient identification, supporting appropriate
initiation, and advancing reimbursement and regulatory
submissions to broaden access.
Financial performance
Joenja® delivered solid financial performance in 2025, with
uptake accelerating in the U.S. and a strong start to the UK
launch, as rising patient identification continued to expand the
diagnosed APDS population. Revenue for the full year 2025
increased to US$58.2 million, a 29% increase compared to 2024.
Revenue growth in the fourth quarter of 2025 was driven by a
significant increase in patients on paid therapy in the U.S. and
increased demand in international markets, including strong
patient uptake in the U.K. following the April 2025 launch and
purchases under government-supported access programs.
The United States contributed 86% of 2025 Joenja® revenues,
generating US$50.1 million in sales compared to US$40.5 million
in 2024.
International markets outside the United States contributed
14% of 2025 Joenja® revenues, largely driven by initial uptake in
the United Kingdom following positive reimbursement decisions
by the National Institute for Health and Care Excellence (NICE),
the Scottish Medicines Consortium (SMC) and implementation
through the National Health Service (NHS), and by early access in
additional regions.
Across all markets, performance benefited from uninterrupted
supply, reliable patient services and continued diagnostic testing
support, which together contributed to sustained patient
identification and treatment initiation. Inventory levels,
manufacturing schedules, and logistics remained aligned with
increasing global demand, and no material supply constraints
or inventory build affected revenue in 2025.
Looking ahead, revenue growth is expected to be influenced
by the pace of new patient identification, country specific
reimbursement timelines, and ongoing regulatory progress,
including activities related to the supplemental U.S. submission
for patients aged 4–11 years. We remain focused on scaling
access in approved markets, advancing new market launches,
and supporting appropriate use among eligible APDS patients.
Pharming Group N.V. Annual Report 2025 | 32
Patients on therapy
As of December 31, 2025, 120 patients in the United States
were receiving Joenja® through commercial channels,
representing a 25% increase from the 96 patients at the end of
2024. The number of patients on paid therapy in the U.S.
increased by 24 during 2025, compared to an increase of 16 in
2024.
Patient identification
Globally, 998 diagnosed APDS patients of all ages had been
identified by year‑end, including 274 patients in the U.S. and 382
in core markets outside of the U.S. The number of U.S. patients
diagnosed with APDS that we have identified increased by 40 in
2025 compared to an increase of 18 in 2024. Of these identified
patients in the U.S., 181 patients are 12 years of age or older and
currently eligible for treatment with Joenja® under the approved
label, while 52 are between 4 and 11 years of age.
As of year-end 2025, there are 175 APDS patients in either
a leniolisib Expanded Access Program (compassionate use),
an ongoing clinical study, or a paid access program. Many of
these patients may transition to commercial therapy following
regulatory approvals in their respective markets.
APDS patient diagnostic support
Launched on March 2, 2021, navigateAPDS (U.S./Canada) is our
sponsored program that provides no‑charge, panel‑based
genetic testing and third‑party genetic counseling to eligible
individuals with suspected primary immunodeficiency, as well
as familial variant testing for blood relatives after a positive
molecular diagnosis. The program is designed to reduce barriers
to definitive diagnosis for APDS by combining broad
immunodeficiency gene panels, expert pre‑ and post‑test
counseling, and family cascade testing. In Europe, we continue
to intensify patient‑finding through collaborations with
immunology centers of excellence and national networks
focused on rare immune disorders.
Earlier and accurate diagnosis can help clinicians distinguish
APDS from other immunodeficiencies and immune dysregulation
syndromes and inform appropriate management, including
consideration of Joenja® where approved and indicated. By
supporting family cascade testing, the program also helps
identify previously undiagnosed relatives who may be affected.
We continued to advance multiple initiatives in 2025 to support
earlier and more accurate diagnosis of APDS. Alongside our
sponsored genetic testing program in the U.S. and Canada,
we expanded collaborations with genetic testing companies,
clinicians, and patient communities to reduce barriers to testing
and increase appropriate family cascade evaluation. As APDS is
an inherited condition, we believe that many of the more than
270 identified U.S. patients may have undiagnosed relatives, and
as such family cascade testing is being offered to help identify
related individuals who may also be affected.
VUS patient reclassification and APDS prevalence
APDS diagnosis requires integration of clinical presentation,
immune function, and genetic testing, with a pathogenic or likely
pathogenic (P/LP) variant in the PIK3CD or PIK3R1 gene needed
to confirm the diagnosis. However, many patients with clinical
features consistent with APDS receive a variant of uncertain
significance (VUS) genetic finding, where the disease relevance is
not yet known.
Data from our navigateAPDS program show that VUSs in
PIK3CD/PIK3R1 occur roughly four times more frequently than
currently known P/LP variants. This underscores both the scale
of diagnostic uncertainty and the potential impact of resolving
VUSs on the number of patients who may eventually receive a
confirmed diagnosis.
As of December 31, 2025, approximately 1,800 individuals in the
U.S. are known to carry a VUS in one of the APDS implicated
genes. When a VUS is reclassified as P/LP, clinicians can establish
a definitive APDS diagnosis, allowing patients to be considered
for Joenja® treatment if they meet the approved label criteria.
In June 2025, leading peer-reviewed journal Cell published
results from a high-throughput functional screening study
conducted by Columbia University, evaluating portions of
PIK3CD and PIK3R1. The research demonstrated that numerous
previously uncharacterized variants, including existing VUSs,
exhibited PI3Kδ hyperactivity, a hallmark of APDS biology.
Functional data of this type is recognized by expert bodies such
as American College of Medical Genetics and Genomics and
ClinGen as one component that can contribute to variant
classification, alongside clinical, genetic, and computational
evidence.
Based on evaluation of the data from this study by genetic
testing laboratories, additional complementary evidence will be
required to enable variant interpretation by genetic testing
laboratories. We are planning new experiments to generate the
data needed for genetic testing laboratories to evaluate VUSs
identified in patients who have undergone genetic testing for
APDS or other immunodeficiencies. We expect to provide an
estimate of how many of these patients may be diagnosed with
APDS following completion of these experiments. To generate
this data, we have initiated a broader collaboration with
Columbia University to extend functional testing to the
remaining regions of both APDS genes using next‑generation
screening technologies. This expanded effort is designed to
evaluate many more VUSs than the initial study, enabling a more
complete understanding of the mutational landscape associated
with PI3Kδ hyperactivation.
A second conclusion of the research conducted by Columbia
University was that APDS may have a broader clinical
presentation and significantly higher prevalence than previously
assumed, an important consideration for long-term market
growth. Further research is on-going on this topic.
Pharming Group N.V. Annual Report 2025 | 33
We remain committed to supporting the full diagnostic journey
for individuals and families affected by APDS and will continue
to work with laboratories, clinicians, and academic partners to
generate and interpret the evidence needed to resolve both
novel variants and existing VUS.
These efforts are expected to enable the identification of
additional patients with APDS, helping to close the diagnostic
gap created by uncertainty in current genetic testing.
Operational performance
Operational readiness remained a key driver of Joenja®
performance during 2025. Supply remained uninterrupted
across all commercial markets.
Access and regulatory progress
In 2025, we made significant progress advancing global access
to Joenja® (leniolisib) for people living with APDS.
United States
Joenja® is approved in the United states as the
first and only targeted treatment for APDS patients 12 years of
age and older. During 2025, we continued to expand patient
identification, supporting increasing uptake in the U.S.
United Kingdom
On September 25, 2024, the U.K. Medicines and Healthcare
products Regulatory Agency (MHRA) granted marketing
authorization for Joenja® for the treatment of APDS in adult and
adolescent patients 12 years of age and older. Joenja® was the
first new medicine approved by the MHRA via the International
Recognition Procedure (IRP) using the U.S. FDA as reference
regulator. We launched Joenja® in the U.K. in April 2025.
England & Wales
On April 23, 2025, the National Institute for Health and Care
Excellence (NICE) issued positive final guidance recommending
Joenja® for routine reimbursement and use within the National
Health Service (NHS) in England and Wales for the treatment of
APDS in adult and pediatric patients aged 12 years and older.
This followed NICE's positive final draft guidance published on
March 13, 2025.
In England, Joenja® is funded through the Innovative Medicines
Fund, enabling immediate access for eligible patients, while in
Wales it is funded through the NHS in designated specialist
centers.
Scotland
In Scotland, on December 8, 2025, the Scottish Medicines
Consortium (SMC) published its initial ultra-orphan assessment
for Joenja®. From March 5, 2026, Joenja® can be prescribed
within the ultra-orphan pathway while further evidence on its
effectiveness is generated over a period of up to three years.
The first patient in Scotland is now receiving treatment, with
data collection ongoing to support a future reassessment and a
decision on routine use within NHS Scotland.
Australia
In March 2025, we received positive feedback from the
Australian Advisory Committee on Medicines, and we received
approval for Joenja® from the Australian Therapeutic Goods
Administration (TGA) for the treatment of APDS in adult and
adolescent patients 12 years of age and older.
In July 2025, the Australian Pharmaceutical Benefits Advisory
Committee (PBAC) recommended the listing of Joenja® on the
Pharmaceutical Benefits Scheme (PBS) and reimbursement
negotiations are ongoing.
Israel
In April 2024, the Israeli Ministry of Health granted marketing
authorization for Joenja® for the treatment of APDS in adult and
pediatric patients 12 years of age and older.
We continue to work with Kamada Ltd. as our commercial
partner for Joenja® in Israel; leniolisib is listed on Kamada's
product portfolio for adults and adolescents ≥12 years (weight-
based per local label). Discussions with health authorities on
reimbursement have been progressing.
Japan
In March 2026, the Japanese Ministry of Health, Labour and
Welfare (MHLW) granted marketing authorization for Joenja®
for the treatment of APDS in adult and pediatric patients aged 4
years and older, following a positive recommendation from the
Japanese Pharmaceutical Affairs Council. Joenja® is the first
approved treatment for APDS in Japan and this approval of
Joenja® is the first anywhere globally for children aged 4 to 11.
Japan remains a strategically important market, supported by its
advanced rare disease infrastructure and strong clinical
engagement. The Japanese Pharmaceuticals and Medical
Devices Agency (PMDA) reviewed the application under the
Priority Review pathway, following Orphan Drug Designation
granted by the MHLW in May 2023. In August 2023, the first
patient was enrolled in a local Phase III clinical trial to support
regulatory approval in Japan. An interim analysis completed in
2025 showed safety and efficacy findings consistent with the
global Phase II/III program, supporting the regulatory
submission, which was submitted in June 2025. Eligible patients
from the clinical study will continue to receive leniolisib through
an open-label extension period to further assess long-term
safety and tolerability.
Pharming Group N.V. Annual Report 2025 | 34
Under an agreement with Pharming, OrphanPacific, Inc. serves
as the Marketing Authorization Holder for Joenja® in Japan and,
in collaboration with Pharming, is responsible for product supply
and distribution. Commercial launch is expected following
agreement with the MHLW on the National Health Insurance
drug price.
For more information our regulatory activities in other regions,
please refer to the section Leniolisib for APDS: global regulatory
filings within the Pipeline review of this Annual Report.
Named-patient and early-access programs
In countries where leniolisib is not yet commercially available,
physicians can request access for eligible patients through
named-patient or early-access routes, subject to local health
authority regulations and approvals.
Intellectual property and exclusivity
Joenja® (leniolisib) is protected worldwide by the Novartis
composition-of-matter patent family (e.g., U.S. Patent No.
8,653,092, European patent EP2590974B1, which provides
patent protection for Joenja®, such as treatment of APDS in
the United States and the European Union through July 2036).
A six-month pediatric extension, if granted, could extend U.S.
patent protection to January 2037.
In the United States, the patent term was adjusted by the USPTO
at grant to account for regulatory review delays, and we have
applied for a patent term extension following FDA approval of
Joenja®.
In the European Union, we intend to seek a Supplementary
Protection Certificate (SPC) following EU marketing
authorization. Together, these adjustments and extensions
are expected to support patent protection through July 2036
(or January 2037 with a pediatric extension).
In addition to patent protection, Joenja® benefits from
regulatory exclusivity in Europe. Upon EU marketing
authorization, Joenja® would be eligible for ten years of orphan
medicinal product market exclusivity. Following successful
completion of the agreed Pediatric Investigation Plan (PIP),
this period may be extended by up to two additional years.
We therefore anticipate that patent protection is expected to
extend beyond the period of orphan market exclusivity in
Europe, supporting long-term protection for Joenja®.
It's about the future and what it holds, and what else
is going to pop up… A lot of it's just about what comes
for them, and what life choices they're going to make
now that they have the knowledge…. To be able to say,
‘We have this mutation. Do we want to have children?
And what does all that mean?’”
Family living with APDS
Pharming Group N.V. Annual Report 2025 | 35
Every breakthrough
begins with understanding
what one patient needs
~44
per million
patients with
immune
dysregulation
Matt works at the intersection of deep scientific understanding and disciplined
execution, helping drive future value for patients and for Pharming. He leads cross-
functional teams across development and commercialization to ensure Joenja®
reaches eligible APDS patients while advancing Phase II programs in broader primary
immunodeficiencies (PIDs) with immune dysregulation.
Inspired by a passion to develop transformative therapies for patients with immune
dysregulation — many of whom have limited or no approved treatment options —
Matt is driven by the impact a fully integrated, cross-functional team can deliver.
His inclusive and curious leadership reflects Pharming's determination to find new
solutions, translating insight and knowledge into action and delivering meaningful,
lasting progress for patients who deserve better.
Understanding our science is where everything
begins. What drives me is leading cross-functional
teams to translate that science into sustainable
value - for patients, the healthcare ecosystem and
the business. By working closely with the scientific
and patient communities, we move with urgency to
ensure patients feel the impact as quickly as
possible.”
Matt Cohen, Vice President Program Lead Leniolisib
Pharming Group N.V. Annual Report 2025 | 36
Pharming_JV2025_Pipeline review.jpg
Pipeline review
Advancing purposeful
innovation for rare disease
communities worldwide
In 2025, we continued to advance our high-value rare
disease pipeline, progressing clinical programs
designed to address serious and underserved immune
and mitochondrial conditions. Our progress reflected
disciplined execution across global development and
regulatory pathways, strong scientific foundations,
and sustained investment in areas of significant unmet
medical need.
Across the portfolio, we worked to advance leniolisib beyond its
approved indication in APDS. During the year, we supported
global regulatory submissions for APDS in additional markets
and progressed two Phase II proof-of-concept studies evaluating
leniolisib in broader PIDs with immune dysregulation, including
CVID. These studies build on the established mechanism of
action and clinical experience in APDS and represent the next
phase of development aimed at addressing substantially larger
patient populations.
In parallel, we continued advancing napazimone (KL1333) in the
pivotal FALCON study for mtDNA-driven primary mitochondrial
disease (PMD). Following the integration of Abliva AB, we
progressed global site expansion and patient recruitment
throughout 2025. The program builds on the positive interim
futility analysis completed in 2024 and remains on track for a
2027 readout.
Together, these programs form the core of our high-value
clinical-stage pipeline and position the Company for a series of
important potential clinical and regulatory milestones in 2026,
including anticipated regulatory decisions for APDS in key
markets and topline results from the two Phase II leniolisib
studies in PIDs with immune dysregulation.
Jerrina living with APDS
New pipeline image BASE_2025_Wdesk_B.svg
Pharming Group N.V. Annual Report 2025 | 37
New pipeline image BASE_2025_Wdesk_B.svg
Pipeline
Leniolisib for APDS
PRECLINICAL
PHASE I
PHASE II
PHASE III
REGULATORY
SUBMISSION
COMMERCIAL
Geographic expansion
12 years of age and older
Flags_base-01.svg
European Union
Flags_base-02.svg
Canada
Flags_base-03.svg
Saudi Arabia
Flags_base-04.svg
South Korea
Received positive CHMP opinion,
awaiting EC approval
Reviews ongoing
Pediatric label expansion
4-11 years of age
U.S. FDA CRL issued January 30, 2026.
Type A meeting held March 2026
1-6 years of age
Pending supportive results, we intend
to pursue regulatory approval
Leniolisib for primary immunodeficiencies (PIDs) with immune dysregulation
Genetically identifiable PIDs with immune dysregulation linked to altered PI3Kδ signaling
Phase II proof-of-concept study ongoing. Top-line data expected 2H 2026.
Common variable immunodeficiency (CVID) with immune dysregulation
Phase II proof-of-concept study ongoing. Top-line data expected 2H 2026.
Napazimone (KL1333) for primary mitochondrial disease
mtDNA mitochondrial disease
Pivotal FALCON study ongoing. Readout expected late 2027
All investigational programs above have not been approved for the indications under investigation. Safety and efficacy have not been established.
Pharming Group N.V. Annual Report 2025 | 38
Leniolisib for APDS:
global regulatory filings
Expanding patient access to the first targeted
therapy for APDS
Joenja® (leniolisib) is the first and only targeted therapy
approved for the treatment of APDS in patients 12 years of
age and older. Its approval in multiple jurisdictions is supported
by robust clinical data demonstrating meaningful improvements
in lymphoproliferation and immunophenotype correction.
During 2025, we advanced regulatory filings to expand access
for patients across key regions.
European Economic Area
In May 2024, the European Medicines Agency's (EMA)
Committee for Medicinal Products for Human Use (CHMP)
affirmed the positive clinical benefit and safety profile of
leniolisib, consistent with the assessment provided by the EMA's
Ad‑hoc Expert Group and identified one outstanding chemistry,
manufacturing and controls (CMC) item related to the definition
of regulatory starting materials for leniolisib's manufacturing
process.
In 2025, the CHMP maintained this position and we completed
all required manufacturing activities and quality controls and,
within the extended deadline of January 2026, submitted a
comprehensive response including supporting data to the EMA.
On March 26, 2026, the CHMP adopted a positive opinion
recommending marketing authorization for leniolisib in adult
and pediatric patients aged 12 years and older. A final decision
by the European Commission (EC) on the marketing
authorization for Joenja® (leniolisb) under exceptional
circumstances is expected within approximately two months.
If approved, Joenja® (leniolisib) would become the first
approved treatment for APDS in the European Union.
The centralized marketing authorization would be valid in all 27
European Union Member States, as well as Norway, Iceland and
Liechtenstein.
Current status: Received CHMP positive opinion, awaiting EC
approval decision in the second quarter of 2026.
Canada
Our regulatory pathway in Canada continued to progress in
2025:
A regulatory submission for APDS (12+) was filed in the
third quarter of 2023.
In July 2024, we submitted a response to a Notice of
Deficiency.
In January 2025, Health Canada issued a Notice of
Non‑Compliance requesting additional CMC data.
Health Canada granted us an extension to February 2026
to submit the required information.
We submitted a response with additional CMC data to
Health Canada at the end of January 2026.
A decision on the regulatory submission is expected by
mid-year 2026.
Current status: Review ongoing; response submitted and
decision expected by mid-year 2026.
Additional markets
Saudi Arabia
We submitted an NDA to the Saudi Food & Drug Authority
(SFDA) in November 2024 for patients aged 12 years and older.
The review is aligned with the SFDA reliance pathway, which
leverages FDA decisions. A regulatory decision is expected
following completion of the reliance‑based assessment.
Current status: Review ongoing.
South Korea
In May 2024, South Korea granted Orphan Drug Designation
for leniolisib in APDS. In March 2025, we submitted an NDA for
patients aged 12 years and older to the Ministry of Food and
Drug Safety (MFDS).
Current status: Review ongoing.
Pediatric label expansion Driving toward earlier intervention
for children living with APDS
We are committed to ensuring that children with APDS have
equitable access to targeted treatment as early as possible in
their disease journey. In 2025, substantial progress was made
across our two pediatric clinical development programs,
covering children 4–11 years and 1–6 years of age.
Our pediatric strategy builds on the robust efficacy and safety
profile demonstrated in adolescents and adults, as well as
regulatory recognition of the significant unmet medical need in
younger APDS patients. Global regulatory authorities, including
the EMA and MHRA, have already endorsed our Pediatric
Investigation Plans (PIPs), supporting the structured expansion
of leniolisib into younger age groups.
APDS in children 4 to 11 years of age
Clinical Development Progress
In 2024, we completed a global Phase III study evaluating
leniolisib in children aged 4 to 11 years of age with confirmed
APDS, supporting the potential expansion into this younger
patient population. Twenty-one patients were enrolled and
completed the 12-week treatment period.
The study applied a weight-based dosing strategy to ensure
appropriate pediatric exposure and utilized endpoints consistent
with the pivotal adolescent and adult program, enabling
meaningful cross-study comparison.
Pharming Group N.V. Annual Report 2025 | 39
The trial demonstrated improvements across the co-primary
endpoints, including reduction in index lymph node size and an
increase in the percentage of naïve B cells, reflecting modulation
of the underlying immune dysregulation characteristic of APDS.
Health-related quality of life measures were also assessed to
capture broader functional outcomes in this pediatric
population.
The safety profile was consistent with prior experience;
all treatment-emergent adverse events were mild to moderate
in severity, and no drug-related serious adverse events were
observed.
Collectively, we believe these data support the clinical rationale
for extending leniolisib to younger APDS patients and formed
the basis for regulatory submissions.
Regulatory Progress
United States
In July 2025, we submitted a supplemental New Drug
Application (sNDA) to the U.S. FDA seeking approval of Joenja®
(leniolisib) for children aged 4 to 11 years of age. The application
was accepted for review in October 2025 and granted Priority
Review designation, reflecting the significant unmet need in the
pediatric APDS population.
On January 30, 2026, the FDA issued a Complete Response
Letter (CRL). The CRL requested additional pediatric
pharmacokinetic (PK) data to further support dosing in lower-
weight pediatric patients, as well as clarification related to an
analytical method used in production batch testing. The FDA did
not identify any new safety concerns, and the currently
approved indication for patients aged 12 years and older
remains unaffected.
We have engaged with the FDA to address the clinical
pharmacology and batch testing methodology issues outlined
in the letter. We held a Type A meeting with the FDA on
March 26, 2026, to discuss the Agency's feedback and align
on a path forward for resubmission. We expect to receive
written feedback from the FDA in the form of meeting minutes,
which will inform our next steps, including the timing of
a resubmission.
Current status: Type A meeting held on March 26, 2026,
awaiting written feedback in form of meeting minutes.
Japan
In March 2026, the MHLW granted marketing authorization for
Joenja® (leniolisib) for the treatment of APDS in adult and
pediatric patients aged 4 years and older. This approval of
Joenja® is the first anywhere globally for children aged 4 to 11.
Current status: Approved in March 2026.
APDS in children 1 to 6 years of age
Clinical Development Progress
Children aged 1-6 years represent the youngest segment
of the pediatric APDS population and are often those who
stand to benefit most from early intervention. In 2025:
Enrollment in the global Phase III trial was completed
in April 2025.
This trial utilizes a bespoke pediatric granulated
formulation of leniolisib designed to ensure age‑
appropriate administration and optimized tolerability.
The trial evaluates safety, tolerability, and efficacy in
15 patients, using the same core endpoints leveraged in
earlier studies:
Lymphoproliferation measured by imaging
Immunophenotype correction through naïve B‑cell
assessment; and
Secondary measures including patient‑ and
caregiver‑reported quality‑of‑life metrics
As in the 4–11 cohort, this trial includes an open‑label
extension period enabling continued treatment for a
minimum of one additional year following the initial
12‑week assessment period.
Topline results from this trial are anticipated following
database lock and analysis beyond 2025.
Current status: Pending supportive results, we intend to
pursue regulatory approvals for this younger age group.
Regulatory Foundations & Global Framework
Both pediatric programs are conducted under EMA‑ and
MHRA‑approved Pediatric Investigation Plans, enabling
harmonized global development aligned with regulatory
expectations for clinical trial design, dosing, safety monitoring,
and benefit‑risk assessment.
The unified design across the 1–6 and 4–11 studies is intended
to ensure that pediatric data packages are scientifically coherent
and directly comparable to the adolescent/adult evidence base.
The pediatric expansion also supports our broader mission to
ensure equitable access to targeted therapy across all age
groups living with APDS.
Pharming Group N.V. Annual Report 2025 | 40
Living with APDS while
working in healthcare
education gives me a
unique perspective.
I see how awareness
shapes outcomes, which is
why I'm passionate about
teaching others, advancing
understanding, and
helping ensure patients
are recognized, supported
and cared for sooner.”
Annie, Living with APDS
Annie living with APDS
* Investigational status: Leniolisib is investigational for PIDs and for CVID with immune dysregulation; safety and efficacy have not been established for these uses.
Pharming Group N.V. Annual Report 2025 | 41
Leniolisib for primary
immunodeficiencies with immune
dysregulation (investigational) *
Expanding therapeutic potential to broader immune
dysregulation disorders
PIDs detail visual.png
Not to scale with population sizes
In 2025, we advanced two Phase II proof-of-concept (PoC)
studies evaluating leniolisib beyond APDS:
(i) Genetically identifiable PIDs with immune dysregulation
linked to altered PI3Kδ signaling, and
(ii) Common variable immunodeficiency (CVID) with immune
dysregulation identified independently of genetics.
Both studies address substantially larger patient populations
than APDS and build on the validated PI3Kδ mechanism, a key
regulator of immune cell activation and survival. The studies are
designed to evaluate safety and tolerability, pharmacokinetics
and pharmacodynamics, and exploratory clinical efficacy to
inform potential Phase III development beyond APDS. Topline
results for both studies are anticipated in the second half of 2026.
Leniolisib has demonstrated clinically meaningful efficacy and a
favorable safety and tolerability profile in APDS, with sustained
improvements in lymphoproliferation and disease-relevant
immunologic biomarkers. We believe the consistent modulation
of the PI3Kδ pathway provides a strong scientific rationale for
investigating leniolisib in broader primary immunodeficiencies
characterized by immune dysregulation.
Expanding into these high-unmet-need immune dysregulation
populations represents a central pillar of our pipeline strategy
and is supported by regulatory recognition, including Fast Track
designation for PI3Kδ-linked PIDs and Orphan Drug Designation
for CVID.
Pharming Group N.V. Annual Report 2024 | 42Pharming Group N.V. Annual Report 2025 | 42
Genetically identifiable PIDs with immune dysregulation
linked to altered PI3Kδ signaling
Rationale and patient population
Building on APDS biology and experience, leniolisib is being
evaluated as a potential treatment in PIDs where enhanced
PI3Kδ pathway signaling drives immune dysregulation.
Target conditions include ALPS‑FAS19, CTLA4
haploinsufficiency20, NFKB1 haploinsufficiency21, and PTEN
deficiency22, which often present with lymphoproliferation,
cytopenias, and/or organ‑specific autoimmune/inflammatory
manifestations.
Epidemiology context
The combined targeted PID population for this study is
estimated at ~7.5 patients per million, compared with ~1.5
patients per million for APDS, reinforcing the opportunity to
address larger patient groups if the benefit‑risk profile is
supportive.
Study design
Trying to get people to understand that you might
struggle with one thing at one point, but then it's
something else at a different time,...That it still
falls under the umbrella of APDS. It's not that you
have a million and one different things. It's all
caused by the same thing.”
Patient living with APDS
Type: Phase II, single‑arm, open‑label, dose‑range–finding
study (~12 patients).
Key eligibility: one of the following genetic mutations
linked to PI3Kd signaling: SOCS1, PTEN, CTLA4, NFKB1-GOF,
FAS (germline or somatic) or RALD (somatic NRAS or KRAS)
plus at least one clinical symptom of: Cytopenia,
splenomegaly, lymphadenopathy or GLILD.
Objectives: Safety/tolerability, PK/PD, exploratory clinical
efficacy; to inform a potential Phase III program.
Site & leadership: NIAID/NIH; PI: Gulbu Uzel, M.D.; Co‑I: V.
Koneti Rao, M.D., FRCPA (ALPS Clinic).
Milestones:
First patient dosed October 29, 2024.
FDA Fast Track designation granted February 2025,
enabling enhanced U.S. regulatory interaction
Timing: Top‑line results expected in the second half of 2026.
CVID with immune dysregulation
Rationale and patient population
CVID is the largest symptomatic PID group; an estimated
~50% of patients exhibit immune‑dysregulation manifestations
— such as splenomegaly/lymphadenopathy, autoimmune
cytopenias, interstitial lung disease (ILD), and enteropathy —
that are associated with higher morbidity and mortality than
primarily infectious phenotypes. The unmet need for these
patients is high with an 11 times higher risk of early death than
CVID patients who do not have immune dysregulation23 and
there are no approved or effective treatments. Many patients
display APDS‑like clinical and immunologic features, supporting
shared pathophysiology and the rationale for PI3Kδ modulation
with leniolisib.
Epidemiology context
The targeted CVID with immune dysregulation prevalence is
~39 per million, representing a substantially larger opportunity
to address unmet need if clinical benefit‑risk is demonstrated.
Regulatory engagement and study initiation
We engaged with the FDA and EMA prior to launch and initiated
the Phase II study in March 2025.
Study design
Type: Phase II, single‑arm, open‑label, dose‑range–finding,
multi‑center study (~20 patients, ≥12 years).
Key eligibility: CVID diagnosis with lymphoproliferation
and ≥1 additional immune‑dysregulation manifestation
(e.g., ILD, autoimmune cytopenias, enteropathy).
Objectives: Safety/tolerability, PK/PD, exploratory clinical
efficacy to guide Phase III.
Sites & leadership: Lead Investigator: Jocelyn Farmer, M.D./
Ph.D. (Lahey Hospital & Medical Center / Beth Israel Lahey
Health), with additional sites in the U.S., U.K., and EU.
Milestones: First patient dosed in March 2025.
Timing: Top‑line results expected in the second half of 2026.
* Investigational status: napazimone (KL1333) is investigational; safety and efficacy have not been established.
*mtDNA mutations including m.3243A>G, large scale mtDNA deletions, m.8344A>G and other pathogenic mtDNA variants causing multisystemic disease
1. Gorman, G.S. et al. Prevalence of nuclear and mitochondrial DNA mutations related to adult mitochondrial disease. Ann Neurol 2015 May;77(5):753-9.
2. Gorman, G.S. et al. Mitochondrial Diseases. Nat. Rev. Vol 2, 1-22 (2016).
Pharming Group N.V. Annual Report 2025 | 43
Napazimone (KL1333) for primary
mitochondrial disease
(investigational) *
Advancing a pivotal program in mtDNA-driven primary
mitochondrial disease
In 2025, following the completion of the acquisition of Abliva AB,
KL1333 (now napazimone) became a core component of our
rare disease pipeline. The transaction, initiated in late 2024 and
concluded with our full ownership in June 2025, strengthened
our presence in mtDNA-driven primary mitochondrial disease
(PMD) and added a late-stage clinical asset with the potential to
address significant unmet medical need.
During 2025, we advanced the pivotal FALCON study, a global,
randomized, placebo-controlled trial, designed to support
regulatory approval, evaluating napazimone (KL1333) in adults
with genetically confirmed primary mitochondrial disease (PMD)
experiencing severe fatigue and myopathy. The study builds on a
positive blinded interim futility analysis completed in 2024, prior
to the acquisition, in which both FDA-agreed alternative primary
endpoints passed futility and the Data Monitoring Committee
recommended continuation. In 2025, we initiated Wave 2 of the
study, expanded global site activation, and continued patient
recruitment, maintaining momentum toward the anticipated
late 2027 readout.
Napazimone (KL1333) is an oral modulator of NAD⁺/NADH
designed to address the impaired cellular energy production
characteristic of mtDNA-driven multisystemic PMD. The program
targets clinically meaningful, patient-prioritized manifestations
of disease, including myopathy and fatigue that significantly
affect daily functioning and quality of life.
Study design and endpoints
FALCON is a pivotal study (3:2 napazimone vs placebo) enrolling
approximately 180 adults for 48 weeks of twice‑daily dosing
(total daily dose 50–100 mg). The trial includes two alternative
primary efficacy endpoints:
1. PROMIS® Fatigue Mitochondrial Disease Short Form; and
2. 30‑second Sit‑to‑Stand test
of which one must be positive to support a potential marketing
application.
A positive blinded interim futility analysis conducted following
the first wave of recruitment confirmed acceptable safety to
date and demonstrated that both primary endpoints passed
futility, indicating potential for benefit at final analysis and
supporting progression to the second recruitment wave.
Regulatory designations and addressable population
Napazimone (KL1333) has received U.S. Fast Track designation
for PMD and Orphan Drug Designation in both the U.S. and EU.
Across the U.S., EU4 (France, Germany, Italy, Spain), and the
U.K., more than 30,000 diagnosed patients with mtDNA‑driven
PMD are potentially addressable if development is successful
and regulatory approvals are obtained.
Next milestones
Pivotal read-out from FALCON is anticipated in late 2027.
Subject to clinical outcomes and health authority interactions,
regulatory submissions could follow thereafter.
At‑a‑glance
Indication: mtDNA‑driven primary mitochondrial disease
(PMD) (adults) — severe fatigue & myopathy.
Mechanism: NAD⁺/NADH modulation (oral).
Trial: FALCON pivotal trial (randomized, placebo controlled;
~180 patients; 48 weeks). Continued global site activation
and enrollment‑controlled; ~180 patients; 48 weeks).
Endpoints: PROMIS® Fatigue (PMD Short Form); 30‑sec
Sit‑to‑Stand (alternative primaries).
Interim analysis: interim futility passed on both endpoints
Designations: Fast Track (U.S.); Orphan Drug Designation
(U.S./EU).
Population: >30,000 diagnosed mtDNA‑PMD patients
potentially addressable across U.S., EU4, U.K. (if approved).
Next milestone: Readout expected late 2027.
PMD Prevalence-01.svg
Pharming Group N.V. Annual Report 2025 | 44
Pharming_JV2025_Sustainability.jpg
Sustainability
Since 2023 we have taken important steps to develop and
implement our sustainability program. We remain committed to
delivering on all material Environmental, Social and Governance
(ESG) topics selected for Pharming, with our goals and progress
structured into four sections:
Icon_General information.png
General information
covering our sustainability strategy, double materiality
assessment, stakeholder engagement, governance and
connection to our corporate strategy.
Icon_Environment.png
Environmental
focusing on climate change mitigation and adaptation.
Social
addressing, amongst others, employee well-being and
engagement, employee training and skills development,
human rights, patient safety and product quality, and
access to products and services.
Icon_Governance_2.png
Governance
covering business ethics and animal welfare.
Pharming Group N.V. Annual Report 2024 | 45Pharming Group N.V. Annual Report 2025 | 45
General information
We launched our sustainability program in early 2023,
responding to international and national regulatory
developments, embarking on a learning journey for ourselves to
understand what sustainability means to Pharming. Since 2023,
sustainability-related regulation has continued to evolve rapidly,
especially relating to climate change. At present Pharming does
not meet existing, or proposed, thresholds for mandatory
disclosures for international sustainability regulations, such as
those of the European Union (EU) or Securities and Exchange
Commission in the USA.
Throughout 2025, we continued to leverage the work already
invested over the past three years and continued to shape our
sustainability program towards delivering the benefits of
sustainability, beyond compliance. We remain dedicated to
upholding an impactful (materially and financially) sustainability
program that is consistent with our company's strategy,
vision and mission and size. We also improved our disclosures
on multiple material topics and we will continue to investigate
opportunities for further improving our reporting to our
stakeholders. Our progress over the previous three years is
summarized in the table on the right, and follows a maturity
journey of ‘definition, integration, and implementation’.
As we look forward to 2026 and beyond, we endeavor to bring
more metrics to our performance measurement in sustainability,
more accurate data, further improved collaboration internally
and externally and better communicate how we deliver on
sustainability topics.
2023
2024
2025
Definition
Integration
Implementation
Defined high level plan
for developing
Sustainability strategy
and function
Stakeholder analysis
completed
Double Materiality
Assessment completed
Gap assessment and
organizational readiness
analysis completed
Integration approach
defined, with
prioritization
Implemented
sustainability governance
Deployable roadmap for
material topics
developed                       
Alignment with corporate
values and mission
Board approved metrics
for mandatory topics and
target setting for Climate
Change                                   
Designed processes and
internal controls for
reporting
Material topics
maintained from an
updated DMA
Monitoring of and
adaptation to regulatory
requirements
Defined and
implemented
measurement
methodologies for key
metrics on Climate
Change and Animal
Welfare
Emissions data collection
continued and Scope 1
and 2 decarbonization
actions progressed
Tracking and reporting
approach of animal
welfare incidents unified
internally
Pharming Group N.V. Annual Report 2025 | 46
Pharming_JV2025_Our stakeholders.jpg
Our stakeholders
We recognized five main stakeholders that Pharming should
engage with closely within the context of our sustainability
program:
Patients
Patients are the most important stakeholders for Pharming
receiving our healthcare services, reflecting Pharming's purpose
to serve the unserved rare disease patients.
Healthcare professionals
Healthcare professionals are also key stakeholders for Pharming
achieving optimal healthcare and building trust.
Pharming employees
Recognizing employees as key stakeholder for any organization
is essential for building and further shaping a sustainable
organization.
Pharming management
Pharming management is an important stakeholder because of
their decision-making authority and their role in driving
innovation and adaptation within Pharming. Their involvement
and support are critical for Pharming's success and sustainability.
Cirkel_03.svg
Investors
Investors are essential for maintaining financial stability, driving
growth, and creating sustainable long-term value for all
stakeholders.
Stakeholders.svg
These stakeholders have a significant impact on Pharming's
sustainability program and strategy, and Pharming has a
significant impact on these stakeholders. Further information on
our ESG stakeholder dialogue policy can be found on our
website.
Pharming Group N.V. Annual Report 2025 | 47
Our material topics
During 2024, Pharming conducted a double materiality
assessment (DMA) relating to our operations and value chain.
We identified and prioritized environmental, social, and
governance matters that are most relevant for Pharming.
These matters are summarized in the table below and reflect
(i) Pharming's most significant impacts on people and the
environment, and (ii) the most significant sustainability-related
risks and opportunities affecting Pharming.
In line with our commitments last year, we conducted the same
process for our operations and value chain in 2025. Some key
considerations were our supplier base, our business activities,
our stakeholders, and latest policy and scientific developments.
Whilst we recognize changes that have occurred, such as the
acquisition of Abliva AB, these have not resulted in significant
changes to our operations or value chain, across environmental,
social and governance topics. Therefore, we identified no
significant changes to our material topics or thresholds to
include new topics and concluded that the results of the 2024
DMA remain valid, and remain the focus of our sustainability
program.
As Pharming continues to grow and evolve, we will likely need
to update our double materiality assessment more frequently to
reflect more frequent and significant updates to our operations
and value chain. However, at this stage in our maturity,
we acknowledge that we need to find a balance between
identifying or assessing issues and making improvements on
the most important topics already identified.
With this in mind, we will update our stakeholder dialogue policy
in 2026 to reflect a simplified double materiality assessment
process and stakeholder dialogue approach, that we believe will
still capture any material changes whilst allowing us to focus on
action with the resources available. The simplification will be a
shift to biennial frequency for conducting our full double
materiality assessment, with alternating years using a simplified
approach that uses the expertise of the ESG Steering Committee
to identify any significant changes, based upon qualitative
assessments.
Theme
Material topics
Icon_Environment.png
Environmental
Climate change
Social
People and Culture
Patient safety and product quality
Access to products and services
Icon_Governance.png
Governance
Business ethics and human rights
Animal welfare
Connection to our strategy
Pharming's strategy is presented in the section of this annual
report titled Our strategy. Our Sustainability goals and objectives
are closely related to our company's overall strategy, purpose,
vision and mission. We aim to minimize the risk impact of
Pharming's activities toward our stakeholders, and to identify
and manage sustainability risks that could be an issue for
Pharming. Secondly, we aim to make positive impact and
capture opportunities that are mutually beneficial to Pharming
and our stakeholders.
Our core values are also the foundation of our sustainability
program. We put patients at the heart by following through
on climate and health, we act with urgency by setting science-
based targets, we make it simple in our communication with
stakeholders, and we get it done, reporting on our achievements
transparently.
It strengthens our company when we manage impacts,
risks and opportunities of our material topics effectively.
By embedding sustainability into our strategy, we create
long-term value for our stakeholders.
Pharming Group N.V. Annual Report 2025 | 48
Sustainability governance
Pharming's sustainability program is managed by our
sustainability Lead, who reports to the ESG Steering Committee
on progress, issues and risks. The ESG Steering Committee,
with three members of the Executive Committee (CLCO, CFO
and COO), provides advice and oversight in quarterly meetings
to the Sustainability Lead to ensure the program achieves its
aims in synchronization with other strategic and business goals.
The sustainability program team is represented in the ESG
Steering Committee by the Sustainability Lead, who monitors
and coordinates the activities of the six working groups.
The Board of Directors designated one of its non-executive
members as Strategic Board Representative, who acts as the
ultimate sponsor of the sustainability program.
Throughout the year 2025 this governance structure was
applied and is also intended to be retained for the year 2026.
Without Corporate Sustainability Reporting Directive (CSRD)
compliance, it is not a regulatory necessity to have such a
governance structure implemented, but we see the value in
delivering on sustainability beyond compliance, and to ensure
we deliver we need strong governance. Whilst we have
streamlined the governance process, we do not lessen the
cross-functional transparency and accountability that our
governance structure affords us, maximizing our potential for
improvements and minimizing our and our stakeholders' risks.
Additional information regarding the overall corporate
governance at Pharming can be found in the section of this
report titled Corporate Governance.
Governance structure for sustainability
2025_Pharming_ESG Program.svg
Pharming Group N.V. Annual Report 2025 | 49
Pharming_JV2025_Environmental_02.jpg
Environmental
Climate Change is a global environmental issue, and at
Pharming we acknowledge that we have a role to play in
abating global greenhouse gas (GHG) emissions and
reducing our environmental impact through our direct
and indirect operations. We recognize that as a company
that intends to continue a growth path, delivering on our
vision and commitment to serve the unserved rare
disease patients, we will need to ensure we can achieve
this with low emission trajectories. It is a challenge that
is not unique to our company, but it is nonetheless a
challenge that requires commitment and collaboration
across Pharming and our value chain, investment in
decarbonization and a shared value perspective that leads
to effective decision-making for Pharming and our
stakeholders.
We have been on a journey since 2023, to understand which
activities in our business and value chain generate emissions,
and how we can improve the measurement of those emissions
and reduce these. In 2025 we have developed a solid
understanding of our Scope 1 and 2 emissions, and how we can
reduce these emissions in line with the science-based targets
that we have adopted.
Our Scope 3 emissions have been measured across all material
GHG emissions Scope 3 categories, however, there is still a
degree of uncertainty regarding the calculations made, whether
that be as a result of spend-based calculations, or emissions
factors that are not specific to our operations and value chain.
This is part of our journey, dealing with uncertainty about
emissions and climate change. Considering this uncertainty,
to ensure we remain aligned to our mission and values,
we exercise the precautionary principle, as is best practice,
in calculating our emissions. For example, when using spend
based emissions factors we use the supply chain emission
factors with margins, even if in some cases transport and
distribution are included in our purchased goods or services.
Our emission calculation methodology was developed during
2025, in accordance with the principles and guidance of the
Greenhouse Gas Protocol (GHGP) and guidance from other
standard-setting organizations such as the Science Based Targets
initiative (SBTi). We will continue to maintain alignment with
these frameworks going forward.
In 2024, Pharming adopted the following Climate targets,
which are in alignment with the goals of the Paris agreement.
We stand by these targets and can confirm that the baseline
year we have established is an average of 2022-2024 emissions
inventories. We set a multi-year baseline due to the early stage
of our emissions data maturity combined with our growth path
as a company, using this approach enables us to reflect our
business activity fairly and accurately ensure the scientifically
calculated reductions remain possible alongside anticipated
business growth.
Environmental data for the current year is based on actual performance data from January to October, with estimates for November and December, unless indicated otherwise. Any significant deviations from actuals data against these estimates will be restated for 2025 in our     
  sustainability report the following year. 2022, 2023 and 2024 reflect full year actuals data.
Data from the Pharming acquisition, Abliva, is included from the date of acquisition in February 2025.
§ Pharming discloses Scope 3 emissions categories that are considered material in 2025. Further information can be found in our methodology documentation.
Pharming Group N.V. Annual Report 2025 | 50
Short-term targets:
Reduce absolute scope 1 and 2 GHG emissions 42% by
FY2030 from a FY2022-2024 base year
Reduce absolute scope 3 GHG emissions by 25% by FY2030
from a FY2022-2024 base year
Long-term targets:
Net Zero emissions across Scope 1, 2 and 3 in 2050
In 2025 we recognized the need to implement emission
management software to better understand our scope 3 data
and enable us to manage the emissions of our supply base in a
cost effective and scalable manner. The new software in 2026
may bring changes to our emissions profile, through improved
estimations. If any updates to our baseline are required it will
be carried out in accordance with best practice from the
Greenhouse Gas Protocol, and in line with our own emissions
calculation methodology that can be found on our website.
Any changes to our methodology will be clearly and
transparently communicated in next year's Annual Report.
Emissions profile
We are proud to be able to share the first publication of our
first greenhouse gas emissions inventory, using the Greenhouse
Gas Protocol as our reporting framework. The profile covers
the previous four years of emissions at Pharming. Like many
organizations we have a significant proportion of our emissions
in Scope 3. This proportion has stayed relatively stable over the
past four years and reflects our historic and current business
strategy and operations accurately and fairly.
Action plan and progress to date
In 2025 we conducted a review of historic actions taken to
reduce GHG emissions, potential actions and actions being
implemented, developing an understanding of how our
emissions have changed over time, and where we can reduce
our emissions today and in the future.
We intend to build on our action plan, and accelerate our
decarbonization in the future, in a cost-effective manner and
within regulatory limitations whilst allowing our company to
continue on its path for growth. A clear trajectory will be
developed with new software-based tooling in 2026.
Measured in Tons of Carbon Dioxide equivalent (tCO2e)
Emission categories †,‡,§
2025
2024
2023
2022
Total Scope 1 Emissions
925
1.094
1.117
865
Total Scope 2 Emissions (location-based)
461
490
535
547
Total Scope 2 Emissions (market-based)
282
398
436
326
Total Scope 3 Emissions
15.440
16.183
16.442
13.519
Total Emissions (market-based)
16.647
17.675
17.995
14.710
With these actions we believe we can 'decouple' our emissions
profile from our financial performance, enabling a sustainable
and prosperous future for Pharming and our value chain that
continues to serve our vision and mission. We have evidenced
this trend already, with our significant growth in sales, and a
year-on-year reduction in emissions.
Scope 1
In scope 1 our emissions originate principally from stationary
combustion (natural gas in facilities) and mobile combustion
(fleet vehicles) sources, with minimal fugitive and process
emissions identified. We are investigating how we can transition
to a low carbon fleet across the Company, taking into account
local contexts on energy options, public transportation systems
and our employees needs.
For our emissions from our facilities, as tenants of the majority
of our facilities, we are working with the property owners to
implement improved energy data monitoring, via smart
metering. Furthermore, we are investigating ways to reduce
natural gas usage via energy efficiency measures such as
improved insulation and ways to ‘green’ our sites via
Pharming Group N.V. Annual Report 2025 | 51
Pharming_JV2025_Environmental_03.jpg
electrification and renewable energy contracts. Out of six sites
we have three sites with natural gas consumption, one site with
district heating and two with all energy via electricity, requiring
slightly different approaches.
Scope 2
In scope 2, we have a similar aim as in scope 1 with regards to
improved energy efficiency, as a key strategic lever for meeting
our targets, alongside switching to renewable or low carbon
energy sources.
Regarding energy efficiency, we have been working hard on
embracing the principle of sufficiency in our operations.
With colleagues in our Research and Development laboratory
in Leiden demonstrating progress by achieving our first
MyGreenLab certification in 2025, achieving the top grading of
‘Green’. The certification covers a broad range of environmental
sustainability practices, from waste management to energy
usage and the circular economy. We will continue to share these
best practices across our other operations sites in the coming
months and years, further improving our environmental
sustainability performance .
Our progress on scope 2 emission reductions has been
significantly strengthened by switching to renewable electricity
contracts at one of our sites in 2024 and a further two sites in
2025. We are working hard with our facilities partners to make
this transition at the two remaining sites, with the intention of
having 100% renewable energy at all of our facilities.
Scope 3
A significant proportion of our emissions exist in Scope 3,
including the products and services we purchase. Consequently,
we recognize that supplier collaboration will be key to ensuring
we can reduce our climate impact in line with our adopted
Science Based Targets.
We have refined our emissions calculation methodology to
ensure it is consistent, transparent, and scalable. Whilst our
sustainability reporting in 2025 is on a voluntary base and not
subject to audit, we are committed to maintaining high-quality
data that supports credible and future-proof climate disclosures.
Alongside these improvements, we continue to enhance the
accuracy of the GHG inventory to ensure our targets remain
both realistic and achievable.
Lastly, we are working with internal and external stakeholders to
develop and further evaluate the impact of our decarbonization
initiatives, prioritizing them for their emission abatement
potential, financial impact to Pharming, and ease to implement.
We engaged several suppliers in 2025, prioritizing our highest
emission suppliers, and have begun discussions on how we can
better measure and reduce our emissions with them.
With these ongoing improvements we are preparing ourselves
for a low carbon and sustainable operation at Pharming and in
our value chain, whilst ensuring we can continue our mission of
serving the unserved rare disease patient.
Eli living with APDS
Pharming Group N.V. Annual Report Pharming Group N.V. Annual Report 2025 | 52
Pharming_JV2025_Social.jpg
Social
Pharming is continuing its work on several material
topics in the social pillar, addressing our key stakeholders
of our own employees, and workers in our value chain.
People and culture
In 2025, we adapted our approach in line with regulatory
developments, and continued to deliver improvements on the
social dimension of sustainability at Pharming.
Our approach
Pharming's success depends on attracting and retaining
specialized biotech talent who deliver results with impact.
Our values — We put patients at the heart, We act with urgency,
We make it simple, We get it done — define how we work and
what we reward. We foster a high-performance environment
where employees from diverse backgrounds contribute
meaningfully, supported by a culture of recognition that
celebrates strong performance against stretched objectives.
The Dutch Works Council, established in 2023 with nine elected
members across all departments and locations, formalizes
employee voice in company decision-making through structured
dialogue with management.
Employee training and skills development
We invest in continuous professional development to build
the specialized expertise required in biotech. In 2025,
we simplified our performance management approach to
create clearer links between corporate objectives and
individual goals. Three formal reviews annually, supplemented
by ongoing feedback conversations, keep development on track
and reward strong performance.
Employee engagement
In 2025, we introduced a "Work, Grow, Thrive" framework built
around nine moments that matter in the employee experience:
how employees contribute and create value (Work), develop
capabilities and advance (Grow), and sustain wellbeing and build
connections (Thrive).
We use multiple channels to understand employee experience
and drive engagement. Our annual pulse engagement survey
provides enterprise-wide insights into what's working and where
we need to improve. Performance conversations occur three
times annually and serve as structured touchpoints for feedback
and development dialogue. Together, these mechanisms create
regular opportunities for employees to share their perspectives
and for leadership to respond.
As we strengthen our people practices, we're focused on
ensuring these listening channels translate into meaningful
action that improves the employee experience across all nine
moments.
Employee statistics
Throughout 2025 we have undergone several organizational
changes, reflected in our employee statistics. These changes
put us in good stead to continue our mission at Pharming in the
coming years.
Employee headcount at the end of the year
407 (2024: 426)
Social Performance_2025-01.svg
Pharming Group N.V. Annual Report 2025 | 53
Gender representation
Social Performance_2025_02-02.svg
Headcount by region
2025
2024
The Netherlands
215
231
Australia
4
2
France
14
14
Germany
8
7
Italy
2
2
Spain
1
1
Turkey
1
1
United Kingdom
20
16
United States
140
152
Sweden
1
-
Norway
1
-
Total
407
426
2025
2024
Research and development
131
139
General and administrative
115
133
Marketing and sales
112
111
Production
49
43
Total
407
426
Human rights
Pharming operates today in areas of low risk for human rights
issues, but as we grow as an organization, entering new markets
we recognize that we need to be prepared to identify and
mitigate any risks or issues that could arise.
Pharming recognizes that any potential impact on workers in
the supply chain (including contractors and suppliers) and their
exposure to forced labor and child labor should be identified
and addressed to rectify an issue and prevent it from occurring
again. In 2024, we published our Modern Slavery and Human
Trafficking Statement, which can be found on our corporate
website.
We have also drafted a Human Rights statement that is under
internal review. We recognize that these statements are not the
end of our improvement path. We are investigating how we can
use sustainability software and platforms, for example EcoVadis,
to support us with identifying and managing any potential
human rights issues in our supply chain today or in the future,
to demonstrate how we are enforcing these statements.
Patient safety and product quality
Consistent with our company's purpose and embedded in our
core values is the premise that we put patients at the heart of
everything we do. This reinforces our commitment to patient
safety and product quality. Ensuring the quality of products and
patient safety is an objective we commit to by developing robust
production processes and delivering high quality products. Risk
assessments are inherently part of the regulations, the clinical
programs, the regulatory review process, and our internal
processes and procedures.
Good Clinical Practices (GCP), Good Pharmacovigilance Practices
(GVP), Good Manufacturing Practices (GMP) and Good
Distribution Practices (GDP), which, along with the numerous
national and regional regulatory laws and standards, are the
foundation of our Quality Management System policies and
procedures.
Our Quality Assurance department is involved in all quality-
related matters, reviews and approval of quality-related
documents and conduct of internal audits to monitor the
compliance with the principles of GMP, GDP, GVP and GCP and
Pharming's policies and procedures. The Health and Youth Care
Inspectorate (IGJ) conduct periodic inspections of all medicine
manufacturers in the Netherlands to assess whether these
comply with GMP guidelines. In June 2025, following an
inspection, the IGJ concluded that the processes used by
Pharming are compliant with Good Manufacturing Practice
(GMP). To ensure we maintain the high standards achieved
last year, we ensure continuous improvement of our processes,
our products and Pharming as a whole.
We carefully select and manage a supplier and vendor network
which includes Contract Manufacturing Organizations (CMOs),
Wholesalers and Distributors, Contract Laboratory Organizations
(CLOs), Clinical Research Organizations (CROs), Clinical Sites,
and Pharmacovigilance Service Providers. Our external audit
program, and supplier assessment and (re)qualification
processes together with the use of Master Service Agreements,
Quality Assurance Agreements and Safety Data Exchange
Agreements underpin this and ensure our commitment to
patient safety and product quality is maintained when we
outsource. As part of our responsibility as a clinical trial sponsor,
trial sites and investigators are assessed prior to selection,
monitored throughout the trial by our qualified external Clinical
Research Organizations, and audited by Pharming's Quality
Assurance department. This ensures the ethical and safe
conduct of the trial, protecting our patients' rights and safety.
Pharming Group N.V. Annual Report 2024 | Pharming Group N.V. Annual Report 2025 | 54
Patient safety
To manage, support and fulfill our obligations and commitment
to the safety of our patients, Pharming has a Global
Pharmacovigilance department. This is responsible for the
global safety surveillance of Pharming's products through the
monitoring of safety reports, which are received worldwide
from unsolicited and solicited sources. The department works
with qualified contract partners who perform delegated
pharmacovigilance activities in their territory.
All safety reports, for product complaints and adverse events/
safety concerns, are entered into our global safety databases
to ensure we can assess the full safety profile of our products
and respond to any safety signals accordingly. We follow all
applicable laws for providing reporting routes associated with
pharmacovigilance and train our employees and contract
partners in the required processes and routes to report safety
concerns to us, in our onboarding program and regularly
throughout the year through our training program, and with
events such as our ‘Compliance Day’ held in November 2025
Our pharmacovigilance system and its components are fully
described in our Pharmacovigilance System Master File (PSMF).
To maintain its accuracy and relevance, we mandate a review
and update at least once per quarter, and we successfully
completed this for 2024.
Further information can be found on our website as to how to
report any adverse events or product safety concerns.
Product quality
The processes, from product manufacturing to the delivery to
the end user, are established and maintained to ensure product
quality.
The manufacture, according to defined specifications, for all
relevant materials, intermediates and final products, and the
quality control testing are outsourced to qualified and licensed
CMOs and CLOs. GMP is applied throughout. Critical process
parameters and all analytical measures are validated and
re-validated if major changes occur. Production equipment,
utilities and instruments are well maintained, and critical
equipment and instruments are calibrated and qualified.
The release of finished product is completed by the Pharming
Qualified Person (QP). The QP checks that the GMP quality
system is adhered to during all production steps and that the
manufactured product meets the required specifications.
Transport of the packaged drug product to wholesale license
holders and marketing authorization holders is performed by a
qualified transporter. The distributors are responsible to ensure
that counterfeit control measures are taken and that product
recipients are authorized to receive medicinal product.
Pharming has processes in place to record, investigate and
resolve product quality complaints, to evaluate and initiate
recalls should they be required, to describe the process for
returned products and to ensure no falsified product can be
introduced in the Pharming supply chain.
Access to products and services
Pharming serves the unserved rare disease patients through
our innovative medicines. It is our mission to increase access to
patients, amongst others through license extension indications
to pediatric populations, and exploring other potential disease
indications.
We work with government, payers and regulators to provide as
broad and sustainable access to our medicines, across the globe
as we can. However, changing regulatory landscapes and policies
can heavily impact our ability to provide our medicines to all
across the globe. Nonetheless, our ambition to grow our positive
impact through providing innovative medicines to rare disease
patients globally, remains steadfast. A specific example of how
we continue our work on medicine access is by providing our
products to eligible patients in the U.S., who qualify for the
copay savings program or our Patient Assistance Program in the
event coverage cannot be altered.
Patients can also access our products through participation in
one of our clinical trials. All Pharming sponsored clinical trials are
approved by regulatory authorities and ethics committees and
conducted in strict accordance with Good Clinical Practices.
Further information on our authorized medicines can be found
in the Commercial portfolio review section of our Annual Report.
Pharming Group N.V. Pharming Group N.V. Annual Report 2025 | 55
Pharming_JV2025_Governance_02.jpg
Governance
Pharming places governance and business integrity at
the core of our culture, as it sets the foundation of trust
and is, therefore, an essential part of the way we work
in a highly regulated industry. We firmly believe that
successful, sustainable business is ethical business.
In the following section we share how we are living up
to good governance practices, across business ethics
and animal welfare in particular.
Business ethics
We expect all Pharming management, employees, officers
and contractors to conduct any business related to Pharming
according to our principles and ethical standards, as described in
our global Code of Conduct that can be found in the Corporate
Governance section of our corporate website. The Code of
Conduct was reviewed and updated in 2025.
Pharming has a whistleblower policy in place, referred to as
in the Corporate Governance section of the Company's website.
This Alert Reporting and Investigation Procedure describes the
reporting and investigation procedures for suspected breaches
of the Pharming Code of Conduct, policies, or any law or
regulation applicable to the Pharming organization.
The procedure applies to all Pharming entities in all countries.
Pharming has a strict non-retaliation policy.
Based on our solid long-term strategy and business integrity
framework, we have introduced new and enhanced policies in
2025, accompanied by more operational procedures, covering a
variety of corporate and healthcare compliance matters.
The most salient improvements are new policies and standard
operating procedures in respect of social media, sanctions and
export controls, medical engagement, grants and donations and
cross-border meetings and events.
The introduction of these policies and procedures has been
accompanied by a training program, targeted at audiences
selected according to a risk-based approach, ensuring that those
who need to know follow the trainings. Furthermore,
we ran our Compliance Day event in 2025, which brought
together over 200+ colleagues from across the organization to
communicate updates to policies, broadening and deepening
our culture of business integrity.
To support the reporting of suspected breaches of the Pharming
Code of Conduct, policies, or any law or regulation applicable to
the Pharming organization, a Speak Up! framework was
launched globally in 2025, providing multiple channels that can
be used for reporting and ensuring strict confidentiality,
strengthening our ability to identify and respond to any
compliance issues.
Regarding improvements on the transparency of how we
identify and mitigate any potential bribery and corruption issues,
our internal methodology for anti-bribery and anti-corruption
related activities was formally endorsed by the Pharming Board
of Directors in 2024. Following this, we can share for 2025 the
status of reports on bribery and corruption at Pharming below.
Corruption and bribery
reported
by Pharming
Number of
convictions in 2025
Total amount of
fines in 2025
0
0
We take privacy and data protection seriously. Compliance with
the General Data Protection Regulation (GDPR) and other
privacy regulations remains a priority for Pharming.
In 2025, Pharming maintained a structured and risk-based
privacy and data protection program aligned with the GDPR,
other privacy regulations and applicable local laws, overseen by
an independent Data Protection Officer and supported by a
dedicated Privacy Team.
Pharming Group N.V. Annual Report 2025 | 56
Key focus areas included strengthening governance, updating
and maintaining Records of Processing Activities across core
functions and conducting Data Protection Impact Assessments
for higher-risk processing activities such as Pharmacovigilance,
Early Access and Compassionate Use programs, third-party
platforms, and emerging technologies.
We actively monitored and managed privacy risks. Seven
personal data breaches were recorded in 2025; most were
assessed as low risk and therefore notification to the relevant
Data Protection Authority and affected data subjects were not
required. One high-risk incident was reported to the Dutch Data
Protection Authority in accordance with GDPR requirements,
and appropriate mitigation measures were implemented.
Privacy awareness and training activities were reinforced in the
second half of the year through renewed e-learning and
company-wide compliance initiatives. Regulatory developments,
including cross-border data transfer mechanisms and evolving
EU digital legislation, were continuously monitored to ensure
ongoing compliance and future readiness.
Animal welfare
Our proprietary transgenic manufacturing technology platform
is the foundation upon which we started our company.
We have developed a unique and scalable, current Good
Manufacturing Practices (cGMP), validated methodology for
the production of c1-esterase inhibitor (recombinant human
protein). By law, the use of animals to produce (recombinant)
therapeutic proteins is only allowed when production methods
that do not make use of an animal model are unavailable, as is
the case for Pharming as well.
Our manufacturing process utilizes transgenic animals,
specifically rabbits, to produce this human recombinant protein
in their milk. This process enables the production of the protein
in the milk of the animals without the animals being subjected to
unnecessary discomfort or being altered in other aspects of their
biology.
We raise the rabbits at specialized and regulator approved
facilities with high standards of animal husbandry, welfare and
security. These facilities further incorporate protections against
contamination from the outside environment.
All institutions using animals for research or production of
medicinal products must comply with EU and national
regulations regarding experimental animals. Before commencing
any activity involving animals, a project license application must
be approved by the Dutch regulatory ethics committee for the
Netherlands, and by the Ministry of Higher Education &
Research and the Ethics Committee in Animal Experimentation
in France.
We have a comprehensive Policy on the Use of Animals, which
not only enforces strict regulatory control over our transgenic
biological materials and animals, with regard to the environment
and particularly the continuous well-being of our animals, but
also emphasizes our commitment to treat animals respectfully,
refining procedures and reducing discomfort and stress as much
as possible.
Pharming ensures that the “3 R principles” (Reduction,
Replacement and Refinement) as outlined by EU legislation are
considered prior and during the course of an experiment (such
as the routine production of therapeutic protein), which includes
the care, handling and treatment of animals meeting their
species-specific needs as much as possible.
In 2025, we advanced our commitment to animal welfare
monitoring by building on the groundwork laid in 2024.
Following the establishment of a dedicated working team and
the endorsement of an entity-specific metric by the board in
2024, detailed data collection on animal welfare issues
commenced in 2025.
Issues that may have affected the welfare of our rabbits were
reported to the respective animal welfare body structures at
Pharming in each country, in line with European legislation
and the Instantie voor Dierenwelzijn (IvD) in the Netherlands
and Structures chargées du Bien Être des Animaux (SBEA) in
France. Each Animal Welfare Body consists of a minimum of one
qualified scientist, two biotechnicians and the designated
or the company veterinarian.
In 2026, the baseline data will be evaluated to enable consistent
tracking and reporting and if needed the established metric will
be refined. As part of a broader effort to prevent any re-
occurrence of issues we have brought together the teams across
our sites for a lessons-learned session on animal welfare in 2025.
We received one outstanding critical issue from the competent
Dutch regulatory authority, the Nederlandse Voedsel- en
Warenautoriteit (NVWA) the Dutch Food and Consumer Product
Safety Authority. A Corrective and Preventative Action Plan
(CAPA) is in place and actions are being executed.
Pharming Group N.V. Annual Report 2025 | 57
Pharming_JV2025_financial performance_02.jpg
Financial
performance
Outlook 2025
At the beginning of 2025, we announced performance guidance
for the year and anticipated:
Total revenues between US$315 million and US$335 million
(6% to 13% growth), with quarterly fluctuations expected.
Total operating expenses not to exceed the prior year pre-
Abliva impact, and a preliminary estimate of US$30 million in
Abliva-related operating expenses, including research and
development and non-recurring transaction and integration
expenses.
Significant progress finding additional APDS patients in the
U.S., supported by VUS resolution efforts and subsequently
converting patients to paid Joenja® (leniolisib) therapy.
Increasing ex-U.S. revenues for leniolisib driven by funded
access programs and commercial availability in the U.K.
Progress towards additional regulatory approvals for
leniolisib for APDS patients 12 years of age or older, and
submitting regulatory filings in Japan and for pediatric label
expansion in key global markets.
Advancing the two ongoing Phase II clinical trials in PIDs with
immune dysregulation to significantly expand the long-term
commercial potential of leniolisib.
Advancing the ongoing pivotal FALCON clinical study for
napazimone (KL1333) in mitochondrial DNA-driven primary
mitochondrial diseases.
Continued identification of value-accretive business
development and licensing opportunities to develop
our portfolio and pipeline.
No further specific financial guidance for 2025 was provided.
Pharming Group N.V. Annual Report 2025 | 58
Financial review 2025
2025 was a defining year for Pharming
and reflects the focus and discipline our
teams have brought to executing our strategy.
We outperformed revenue guidance and
delivered strong financial performance,
with total revenues up 27%, driven by
continued RUCONEST® growth and rising
demand for Joenja® (leniolisib)."
Fabrice Chouraqui by David van Dam  De Beeldunie_Square.jpg
Fabrice Chouraqui,
Chief Executive Officer
and Executive Director
RUCONEST® growth continued in 2025, with revenue for the full
year increasing by 26% to a record US$317.9 million, reflecting
the benefit of a larger patient and prescriber base in the U.S.
market. Unit sales volume in the U.S. increased by 20% for the
full year.
Joenja® revenue for the full year 2025 increased by 29% to
US$58.2 million, reflecting a 25% increase in patients on paid
therapy in the U.S. and increased demand in international
markets. The U.S. market contributed 86% of 2025 revenues,
while the EU and Rest of World contributed 14%, driven by
strong patient uptake in the U.K. following the April 2025 launch
and purchases under government-supported access programs.
We completed the acquisition of Abliva, finalized integration
activities, and successfully started the second wave of the
pivotal FALCON clinical trial for napazimone (KL1333) in
primary mitochondrial disease in 2025.
Also during the year, we significantly advanced our efforts to
study leniolisib in primary immunodeficiencies with immune
dysregulation beyond APDS and started the Phase II clinical trial
for CVID with immune dysregulation.
We demonstrated disciplined cost management, achieving
US$25.8 million operating profit in 2025, compared to a loss
in 2024 and achieved US$54.7 million net cash flow from
operations in 2025, compared to negative cash flow in 2024.
These results mark an important inflection point and strengthen
our ability to fund growth and long-term investment.
Pharming Group N.V. Annual Report 2024 | 59 Pharming Group N.V. Annual Report 2025 | 59
Financial review
Amounts in US$ million
except per share data
2025
2024
% Change
Consolidated Income
Statement
Revenues
376.1
297.2
27%
Gross profit
330.6
261.8
26%
Operating profit (loss)
25.8
(8.6)
400%
Profit (loss) for the year
2.5
(11.8)
121%
Consolidated Balance
Sheet
Overall cash & marketable
securities
181.1
169.4
7%
Share Information
Basic earnings per share
(US$)
0.004
(0.018)
122%
Fully-diluted earnings per
share (US$)
0.004
(0.018)
122%
In 2025, Pharming revenues increased by 27% to US$376.1
million. Operating profit improved from a US$8.6 million loss in
2024 to a US$25.8 million profit in 2025. Similarly, net profit
improved from a US$11.8 million loss in 2024 to a US$2.5 million
profit in 2025.
This section will further elaborate on Pharming's financial
performance in 2025.
Income statement
Revenues and Gross Profit
Total revenues for 2025 grew by 27%, reaching US$376.1
million, compared to US$297.2 million in 2024. Total
RUCONEST® revenues were 26% higher at US$317.9 million,
compared to revenues of US$252.2 million for 2024. Joenja®
revenues amounted to US$58.2 million in 2025, a 29% increase
compared to revenues of US$45.0 million for 2024. This increase
was primarily driven by a 37% increase in volume.
Cost of sales increased by 29% from US$35.4 million in 2024 to
US$45.5 million in 2025. Cost of inventories recognized as
expenses in 2025 amounted to US$32.0 million compared to
US$25.6 million in 2024, primarily due to the higher unit sales
volume. The remainder of the increase in cost of sales in 2025
stems primarily from the higher royalty payments to Novartis on
Joenja® sales of US$5.8 million (2024: US$4.9 million) and the
first sales milestone payment for Joenja® of US$5.0 million
(2024: US$— million), partially offset by lower impairment
charges on inventory of US$2.7 million (2024: US$4.8 million).
Gross profit increased by US$68.8 million, or 26%, to US$330.6
million for the year 2025. The primary driver for this increase
was higher sales volumes of RUCONEST® and Joenja®.
Other income
Other income increased to US$6.5 million compared to US$2.2
million in 2024. Other income in 2025 was supported by the gain
on the early termination of the DSP facility lease at Pivot Park in
Oss, the Netherlands of US$3.9 million.
Operating Profit (loss) and Other Operating Costs
The operating profit amounted to US$25.8 million compared to
an operating loss of US$8.6 million for the prior year. Adjusted
to exclude US$10.3 million of non-recurring Abliva acquisition-
related expenses (of which US$8.1 million is included in General
and administrative expenses and US$2.2 million is included in
Research and development expenses), US$4.1 million in
one-off restructuring expenses, and the US$3.9 million gain on
the early termination of the DSP facility lease, the operating
profit amounted to US$36.4 million. The improved operating
result was primarily driven by an increase in revenues, partially
offset by higher operating expenses which include a total of
US$29.7 million in Abliva-related expenses, and the first sales
milestone for Joenja® of US$5.0 million. Excluding the Abliva-
related expenses and restructuring expenses, other operating
expenses increased by 2% compared to prior year.
Finance result (net) and share of result in associates
The finance result (net) and share of result in associates
amounted to a loss of US$13.0 million compared to a gain
of US$0.1 million in 2024. The year‑on‑year decline was
primarily driven by foreign currency losses of US$7.2 million,
compared to a gain of US$2.0 million in 2024, resulting from
the strengthening of the euro against the US dollar. In addition,
interest income declined as the Company reduced its
investments in marketable securities during the year.
These effects were partially offset by a higher share of results
in associates of US$2.4 million.
Income tax expense
Income tax expense increased from US$3.3 million for the year
ending December 31, 2024, to US$10.3 million for the year
ending December 31, 2025. This tax expense mainly results from
the profits of Pharming in the U.S. being taxed against a U.S.
Federal and State combined tax rate of 27.96%, while the losses
in the Netherlands only partly result in an offsetting tax credit,
as the share-based compensation expenses and losses in
associates are generally non-deductible based on Dutch tax law.
Net result for the year
The Company had a net profit of US$2.5 million in 2025,
compared to a net loss of US$11.8 million in 2024.
Pharming Pharming Group N.V. Annual Report 2025 | 60
Balance sheet
Intangible assets
In 2025, intangible assets increased by US$74.5 million,
from US$61.0 million in 2024 to US$135.5 million in 2025.
The significant year‑on‑year growth is primarily attributable
to the acquisition of Abliva AB, including the recognition of
the intellectual property related to the napazimone (KL1333)
program. The amortization relates to regular amortization of
software, the RUCONEST® licenses (U.S. and EU) and the Joenja®
license. The RUCONEST® license has a remaining amortization
period of 12 years for the U.S. and 6 years for the EU.
The Joenja® license has a remaining amortization period of 11
years.
Property, plant and equipment
The value of property, plant and equipment decreased from
US$7.8 million in 2024 to US$7.2 million in 2025. This decline
was primarily driven by regular depreciation (US$2.1 million)
and positive foreign currency effects (US$0.8 million), partially
offset by capital expenditures (US$0.7 million).
Right-of-use assets
The right-of-use assets increased from US$16.4 million in 2024
to US$16.7 million in 2025. This increase was primarily driven by
remeasurements (US$2.4 million) and positive foreign currency
effects (US$1.6 million), partially offset by regular depreciation
(US$3.5 million) and the subsequent impairment of the
remeasurement of the DSP facility at Pivot Park in Oss,
the Netherlands (US$0.5 million). The 2025 building
remeasurements were related to adjustments in the existing
right-of-use assets to account for inflation-related higher lease
payments.
Investments
Investments increased by US$4.4 million to US$8.6 million as of
December 31, 2025. This increase was primarily driven by the
capital contributions made to BioConnection of US$0.7 million,
Pharming's share in the net result of BioConnection of
US$0.6 million and a fair value increase of US$2.3 million in
the preference share in BioConnection, carried at fair value
through the statement of profit and loss (FVTPL).
Inventories
Inventories increased from US$55.7 million as of December 31,
2024, to US$64.9 million as of December 31, 2025 mainly as a
result of foreign currency effects.
Cash and cash equivalents and marketable securities
Cash and cash equivalents alone increased by US$90.4 million to
US$145.3 million as of December 31, 2025. Cash and cash
equivalents are managed in combination with the marketable
securities position.
The combined total of cash and cash equivalents, together with
restricted cash and marketable securities increased from
US$169.4 million at year-end 2024 to US$181.1 million at year-
end 2025. This increase was primarily driven by the positive
operating cash flow of US$54.7 million as well as proceeds from
exercise of share-based compensation awards during 2025,
amounting to US$19.8 million in positive cashflows for 2025.
This increase was primarily offset by purchases of Abliva shares
totaling US$68.0 million.
Shareholders' equity
Shareholders' equity increased by US$56.0 million from
US$221.1 million for the year ended December 31, 2024, to
US$277.1 million for the year ended December 31, 2025.
This increase was driven by transactions recognized directly in
equity relating to share-based compensation and exercised
options (totaling US$23.7 million) and the other comprehensive
income of US$29.1 million. The other comprehensive income
was primarily driven by currency translation differences.
Convertible bond
The convertible bond position has increased by US$15.7 million
to US$98.1 million at year-end 2025, from US$82.4 million as of
December 31, 2024. This increase was mainly driven by foreign
currency effects of US$11.0 million resulting from the
strengthening of the euro against the US dollar.
Lease liabilities
Lease liabilities decreased by US$12.2 million, moving from
US$29.9 million as of December 31, 2024, to US$17.7 million as
of December 31, 2025. This decrease was primarily driven by
disposals of lease liabilities, amounting to US$13.7 million of
which the main contributor was the early termination of the DSP
facility lease at Pivot Park in Oss, the Netherlands.
Trade and other payables
Trade and other payables increased by US$39.3 million, moving
from US$66.6 million as of December 2024, to US$105.9 million
as of December 31, 2025. This increase was driven by the fee for
the early termination of the DSP facility lease at Pivot Park in
Oss, the Netherlands of US$12.3 million, the acquisition of
Abliva AB resulting in an additional US$7.0 million in Trade and
other Payables, as well as the first sales milestone for Joenja® of
US$5.0 million.
Pharming Pharming Group N.V. Annual Report 2025 | 61
Going concern
Pharming's 2025 financial statements have been drawn up on
the basis of a going concern assumption.
The 2025 year-end combined total of cash and cash equivalents,
together with restricted cash and marketable securities of
US$181.1 million is expected to provide sufficient liquidity to
fund the Company for more than twelve months from the date
of this report.
During 2025, operating cash flows improved strongly compared
to 2024, reflecting the continued strength of RUCONEST®
revenues, sustained Joenja® growth, improved operational
efficiency, and disciplined cost management. This improvement
in operating cash generation further supports the Company's
assessment that it holds adequate liquidity to meet its
obligations as they fall due.
Following the completion of the acquisition of Abliva AB in
February 2025, the Board of Directors anticipates continued
investment in the development of napazimone (KL1333) and
related clinical programs, as well as ongoing preparations for
the commercial launch of leniolisib (Joenja®) outside the United
States, which began in 2024 and is expected to further expand
in 2026. These strategic investments are expected to continue
to exert pressure on profitability in the near term.
Consequently, Pharming's combined cash, restricted cash, and
marketable securities may decline during 2026 as the Company
advances its long‑term growth strategy.
Revenues from Joenja® are expected to increase from 2026
onwards as additional regulatory approvals are obtained and
commercialization expands. The Company remains confident in
the robustness of RUCONEST® sales and the strengthening of its
pipeline, although no assurances can be given regarding the
timing or magnitude of future profitability.
If additional capital is required, financing options may include
equity issuance, expansion of the existing convertible debt, new
debt financing, or a combination thereof. Any equity raise may
dilute existing shareholders' interests. The Company does not
currently foresee a need to raise capital to support its ongoing
operations; however, it may do so to support acquisitions or
in‑licensing opportunities if terms are favorable and aligned with
shareholder interests.
Based on its review of the financial position, the strong
improvement in operating cash flows, cash flow forecasts, and
principal risks, the Board of Directors concludes that Pharming
has adequate resources to continue as a going concern for the
foreseeable future.
Living with APDS has impacted my finances a
lot. Because I get sick so easily, I have to take
sick days leave without pay in order to get
better so I can return to work. That takes a
huge chunk out of my paycheck sometimes.”
Patient living with APDS
Pharming Group N.V. Annual Report 2024 | 62 Pharming Group N.V. Annual Report 2025 | 62
Pharming_JV2025_Outlook 2026.jpg
Outlook 2026
For 2026, the Company provided performance guidance
and anticipates:
Total revenues between US$405 million and US$425 million
(8% to 13% growth), with quarterly fluctuations expected.
Total operating expenses between US$330 million and
US$335 million (6% to 8% growth), including US$60 million
incremental R&D expenses to advance the pipeline and US$9
million structural G&A cost reductions based on the plan
announced in October 2025.
Continued RUCONEST® growth, and significant and
accelerating Joenja® U.S. and ex-U.S. growth.
Progress towards additional regulatory approvals and
commercial launches for leniolisib for APDS patients 12 years
of age or older and for pediatric label expansion in key global
markets.
Top-line data readouts for the two ongoing leniolisib Phase II
clinical trials in PIDs with immune dysregulation to expand
the asset's addressable patient population.
Completion of enrollment in the pivotal FALCON clinical study
for napazimone (KL1333) in mitochondrial DNA-driven
primary mitochondrial diseases.
Enhancing capital allocation to drive growth and build a
leading rare disease company.
Continued focus on potential acquisitions and in-licensing of
clinical stage opportunities in rare diseases. Financing, if
required, would come via a combination of our strong
balance sheet and access to capital markets.
No further specific financial guidance for 2026 is provided.
Pharming Group N.V. Annual Report 2025 | 64
Pharming_JV2025_Vlak rechts.jpg
Risk management
Our risk management and internal control
systems make use of various measures including:
Annual evaluation by the Board of Directors
on the goal and objectives achieved;
Periodical updates to the Board of Directors
reviewing accomplishments relating to operations,
finance, commercial development, research and
development, business development, clinical
development, compliance matter, risk management,
internal audits and investor relations;
Quarterly reporting and review of the financial
position and projections by the Executive
Committee to the Board of Directors;
Periodic review meetings by the Executive
Committee with relevant managers and key
stakeholders;
Annual, quarterly and monthly meetings and
control testing, incorporating financial and operational
objectives, cash flow forecasts and the evaluation of
business process activities;
According to the Company's whistleblower policy,
each employee and any third-party may file a
complaint regarding actual or alleged irregularities
of a general, operational, fraud, ethical and financial
nature in relation to the Company and its subsidiaries,
including deviations from the Code of Conduct.
Pharming has a Code of Conduct that addresses the
key risks related to potential breaches of ethical
standards, which has been communicated to all
employees and published on the Company's website; and
Regular meetings with the Audit Committee, the Board
of Directors and the Independent Auditor to discuss the
financial results, internal controls and procedures.
The Company maintains records and procedures
designed to:
Accurately and fairly reflect the transactions
and disposition of the assets of the Company;
Provide reasonable assurance that transactions,
receipts, and expenditures are recorded accurately,
completely and made by authorized employees in
accordance with IFRS accounting principles; and
Provide reasonable assurance of the prevention or
timely detection of unauthorized transactions, or use
and disposition of the Company's assets that could
have a material effect on the financial statements.
and internal control
Risk management is integral to Pharming's strategy and to
the achievement of Pharming's long-term goals. Pharming's
Executive Committee is responsible for designing, implementing,
and operating the Company's risk management and internal
control systems. The Executive Committee is aware of the
importance of a comprehensive approach to risk management
and has developed a risk management and internal control
framework, incorporating Pharming's strategy and the Five
Components of the Committee of Sponsoring Organizations
of the Treadway Commission (COSO) framework. COSO was
selected because it provides a structured and scalable approach
that fits the Company's strategy, risk profile, organizational
context and regulatory environment.
Pharming_Risk Management.svg
Pharming Group N.V. Annual Report 2024 | 65Pharming Group N.V. Annual Report 2025 | 65
Internal Controls
As of December 31, 2025, we have effectively remediated the
two material weaknesses previously disclosed in our prior year
Annual Report, related to corporate income tax and accounting
for complex, non-routine transactions. As such, we no longer
have material weaknesses in our internal controls over financial
reporting.
A material weakness is a deficiency, or a combination of
deficiencies, in internal control over financial reporting,
such that there is a reasonable possibility that a material
misstatement of our annual or interim financial statements
will not be prevented or detected on a timely basis.
Remediation of Prior Year Material Weaknesses
During the fiscal year ended December 31, 2025,
we implemented a comprehensive remediation program
which further strengthened our overall control environment.
We actively took steps to execute our remediation plan using
the following measures, amongst others:
We completed a root-cause analysis to assess the true
reasons for prior failures, while proactively working with all
stakeholders to address each issue at the core.
Using our risk assessment procedures, we identified areas
requiring additional attention, and accordingly, we provided
targeted focus and support to redesign the controls in these
areas.
The control owners and preparers for the areas which caused
prior year's material weaknesses were re-trained and as a
result, there were enhanced control procedures and better-
quality documentation.
All assumptions provided by external specialists and which
were included in our position papers to address the
accounting for complex, non-routine transactions and the
calculation of corporate income tax provisions, were
thoroughly reviewed by all control preparers and control
I liken my immune
specialist to like a
quarterback and then
all my other doctors 
are just different
positions on the field.”
Patient living with APDS
owners, prior to subsequent discussions with our external
auditors.
Throughout the year, we coordinated and increased the
number of cross-functional meetings with various
stakeholders, including external consultants, to proactively
help identify and address issues or errors.
We believe that the above remediation measures, including a
now more stabilized internal control environment, have
contributed to our current success.
Looking Ahead
While we have been successful in fully remediating our material
weaknesses from the prior year, we remain on the quest to
continue improving our overall internal control environment.
We believe this can be achieved by employing and retaining
competent personnel, providing relevant and necessary training,
further simplifying our business processes and leveraging
automation, including AI, where feasible.
Pharming Group N.V. Annual Report 2025 | 66
Risk factors
In 2021, our Enterprise Risk Management framework was
implemented and formal annual assessments began.
We ensured that the risk owners and the leadership team
understood the importance of timely risk identification,
thorough assessment, and effective risk management, through a
variety of trainings.
During 2025, we continued to improve our Enterprise Risk
Management assessment processes, as the risk landscapes
evolved. We have built on the foundations obtained through the
engagement of external advisors in 2022, and held interview
sessions with various Executive Committee members and their
teams to further identify, define, and assess Pharming's risk
landscape and overall risk appetite. Once the risks have been
defined and discussed, they are then scored for likelihood of
occurrence and impact should the risks occur, while factoring in
ongoing mitigation actions and future mitigation plans. The final
risk scores and rankings are then shared with the Executive
Committee and the Board of Directors.
To determine if a risk is acceptable, the Board of Directors,
as well as the Executive Committee, further discuss the nature
of the various risks to the business and the level of risks the
Company deems acceptable, with or without mitigation activity.
Overall, the risk assessments are based on our strategic goals,
our business principles, our policies and procedures, and taking
into consideration the highly regulated markets in which we
operate.
Our risk appetite and approach to risk management differs by
risk type and have been taken into consideration based on
what's presented below. In general, each risk type is assessed an
inherent score, which is further reduced by the score which we
assign to the respective mitigation plans. Mitigation plans
reduce the likelihood that a risk will occur or if the risk does
occur, the mitigation plan could help alert us that it has
occurred. The risks as stated below, should be assessed in the
context of our mitigation plans or what is being done to address
them.
Risk Type
Strategic risks
Operational risks
Compliance and reputational risks
Financial and fraud risks
We aim to deliver on our strategic ambitions
and priorities and are willing to accept reasonable
risks to achieve these.
We face operational challenges that may require
management attention. Our objective is to avoid
risks that could negatively impact our goal in
achieving operational efficiency, while ensuring
our quality standards are unaffected.
We strive to be fully compliant with our Code
of Conduct as well as national and
international laws and regulations of the
countries in which we operate.
Our financial strategy is focused on a strong
financial position and creating long-term value
for our shareholders.
The following risks are assessed in more detail in this
Report:
The following risks are assessed in more detail in
this Report:
The following risks are assessed in more detail
in this Report:
The following risks are assessed in more detail in
this Report:
Risks
Changes in pricing regulations by local
governments
Limited or no product approvals by regulatory
authorities
Inaccurate planning and sales forecasts
Product quality issues
Inadequate IT portfolio and information
security
Disruption in the end-to-end supply chain
Non-compliance with national and
international laws and regulations
Non-compliance with pharmaceutical
industry rules and regulations
Non-compliance with SOX Regulations
Enterprise value not recognized by investors
Inaccurate or fraudulent financial reporting
Insufficient liquidity
Fluctuations in FX rates
Residual Risk
••••
•••••
•••••
•••••
Pharming Group N.V. Annual Report 2024 | 67Pharming Group N.V. Annual Report 2025 | 67
Strategic risks
Executive Committee members, as part of the Enterprise
Risk Management process, performed risk assessments
over strategic risks and highlighted the most critical risks in
this report.
Changes in pricing regulations by local governments and payors
Pharming's ability to achieve acceptable levels of coverage and
reimbursement for our products, might be hindered by new or
changing global policies and regulations, such as Most Favored
Nations and Tariffs in the United States (U.S.), which could cause
a material and adverse effect on our business activities and
financial performance.
What are we doing to manage the risk?
Pharming continues to monitor changes in pricing regulations
by local and federal governments, including new or changing
pricing regulations such as those in the U.S. related to Most
Favored Nations, Tariffs or other changes in the drug
reimbursement processes.
We continue to work directly with the respective government
and private insurers to facilitate patient access to our current
and future product offerings at prices that are acceptable to
them and that allows Pharming to meet its financial obligations.
As a backup plan, the Operations team is actively evaluating the
potential use of U.S. based vendors to process Drug Substance,
Drug Product, packing and labeling activities, for products where
this is possible.
Limited or no approval by product regulatory authorities
Our products require independent reviews and approvals from
regulatory agencies such as the U.S. Food & Drug Administration
(FDA) or the European Medicines Agency (EMA), prior to
licensing and marketing.
The regulatory agencies may not approve our product
candidates on a timely basis, or at all, which could delay or
prevent commercialization, thus negatively impacting our
revenue growth.
What are we doing to manage the risk?
We continue to have regular communications with key
stakeholders to ensure that strategic goals are on track.
Pharming has processes in place to verify the quality of our
research data and we actively monitor clinical study results.
This is supported by pharmacovigilance (internal) and
independent data monitoring committee (external) to ensure
the safety of those who participate in our clinical trials.
Since various aspects of the clinical research is outsourced to
Contract Research Organizations (CROs), we ensure the
quality of the work they perform meets Good Clinical
Practices (GCP), as well as applicable legal and regulatory
standards.
Inaccurate planning and sales forecast data for new products
The sales forecast data for new products is based on
assumptions and predictions about the future, which may not
materialize as planned. As such, strategic decisions regarding
new products could be based on data that, over time, may not
align with progressive insights or reality.
Consequently, we may not meet revenue and margin
expectations for new products, due to limited data and
information at the time of forecasting.
What are we doing to manage the risk?
To mitigate this risk structurally, we have implemented the
following processes:
Throughout the forecasting process for new products,
management reviews various scenarios offered and considers
the accuracy of the current forecasts versus the costs to
acquire additional data to possibly improve forecast
outcomes.
We align and strive to understand the completeness of the
various data points that contribute to a more integrated
business plan and forecast, while agreeing on the ownership
of various forecasting procedures, the frequency of reporting
and overall data quality.
As is customary in this industry, the Market Access teams are
monitoring and developing evidence and campaigns that will
be used to maximize the value story with payors and
optimize the price and patient access to all of Pharming's
clinical offerings.
Pharming Group N.V. Annual Report 2025 | 68
Operational risks
Operational or operating risks in this case refers to third-party
risks. These include production and manufacturing risks,
information security risk, and personnel risk. Management,
as part of the Enterprise Risk Management process, performed
a risk assessment of operational risks and highlighted the most
critical risks in this report.
Product quality issues
The quality of a product is determined by systems (quality and IT
related), people, and the manufacturing process. Inadequate
performance and deviations in one or more of these areas can
lead to product quality issues and yield products that are not
approved by regulatory authorities.
What are we doing to manage the risk?
The following procedures are in place at Pharming to ensure the
proper production and delivery of quality products:
The QA systems and processes internally as well as externally
are audited on a regular basis and we use qualified CXOs.
Our GXP critical IT systems and manufacturing processes are
qualified and validated.
Our materials are sourced from qualified suppliers.
Our clinical and commercial products are tested according to
specification.
Qualified people are hired and are continuously trained.
Standardized procedures are being used.
Development of formal processes for budgeting and
forecasting to ensure adequate resources are made available
to facilitate the development of quality products.
The improvement areas that have been identified are GAP
assessments, monitoring of critical suppliers/CXOs using KPIs,
and having a better understanding of local requirements (e.g.,
Japan, Brazil).
Inadequate IT portfolio, IT recovery and information security
There is a risk that the IT portfolio and IT infrastructure may
not be able to support Pharming's growth strategy. In addition,
we may not be able to respond timely to or recover from IT
incidents, which may compromise the confidentiality, integrity,
and availability of sensitive data, including the personal data of
employees, contractors, patients and other stakeholders.
What are we doing to manage the risk?
Pharming's IT governance has been strengthened with the
Strategic IT Committee and sound IT Strategy, including a
comprehensive IT/Cybersecurity Roadmap 2024-25. IT is
professionalizing to become a business partner and to become
compliant with the NIS2 directive and Sarbanes-Oxley Act
(SOX 404). The implementation of a full Information Technology
Infrastructure Library (ITIL) and process will help to ensure that
IT incidents are identified, formally documented, evaluated and
that all follow-up actions are defined and executed on a timely
basis. In addition, there will be increased monitoring of IT
applications using automated tools and proper governance.
Disruptions in the end-to-end supply chain
Pharming may experience disruptions in the end-to-end supply
chain which may impact the timely delivery of products to
patients in existing and new markets or countries.
What are we doing to manage the risk?
To be able to act on potential disruptions in demand, internal
alignment between all relevant stakeholders and oversight
during execution of the plans are critical.
A critical part of our commercialization process is to maintain
the right level of safety stock, considering both regulatory and
financial requirements. Pharming continues to maintain an
adequate safety stock based on our projections and estimates.
Furthermore, our Enterprise Resource Planning (ERP) system
helps us improve our inventory planning process. We proactively
monitor stocks of materials on hand with each Contract
Manufacturing Organizations (CMOs) that we work with.
Safety stocks of intermediate and finished products are being
maintained to bridge a potential gap in our product
manufacturing and release process. The latter is part of our
S&OP process which is continuously being reviewed for
improvement.
As it relates to newly developed or approved products, our
Operations team starts a timely search for qualified CMOs who
can handle in an agile manner, changes in our demand forecast.
This allows us to build a network of preferred CMOs, while
carefully evaluating global supply chains as we develop and bring
new products to market. As part of our continuous improvement
process, alternative sources of materials are being evaluated as
part of our product development and manufacturing.
This may include a second supplier for drug substance, filters,
disposable bags, or moving from disposable materials to
stainless steel.
Pharming Group N.V. Annual Report 2025 | 69
Compliance and reputational risks
Management, as part of the Enterprise Risk Management
process, performed risk assessments over compliance and
reputational risks and highlighted the most critical risks in this
report. However, other risks are also continuously being
managed and monitored by the business. These include
breaches of ethical standards; data privacy; bribery and
corruption; contractual obligations; negative public opinion
and increased regulatory scrutiny.
Pharming has issued a revised Code of Conduct that addresses
key risks related to potential breaches of ethical standards.
In 2021, Pharming created a Disclosure Committee, made up
of disparate departments within the business, who actively
monitor the disclosure of Inside Information. Pharming has also
created an Antitrust policy and a Promotional Compliance policy,
for which a comprehensive compliance training program is now
provided across the company during Compliance Day.
Non-compliance with national and international laws and
regulations
Pharming may face legal, financial, or reputational
consequences for non-compliance with external laws, internal
policies, including our Governance Standards. This includes risks
related to dual listing requirements (AFM/SEC), fair trade
practices, the handling of inside information, trade sanctions,
data privacy laws, export control laws, and social media activity.
Additionally, we are exposed to risks regarding the proper
reporting of transfers of value to Healthcare Professionals and
overall GxP compliance. Certain risks may arise in particular, due
to expansions into new markets or withdrawals from certain
markets. Failure to meet these obligations may result in fines,
regulatory actions, reputational damage, or even business
disruption in key markets.
What are we doing to manage the risk?
Pharming works with various second line of defense teams such
as Quality, Legal, Business Integrity/Compliance, Corporate
Secretary, and Internal Audit, to monitor compliance with
applicable laws and regulations including compliance with both
Dutch and U.S. SEC Corporate Governance codes and filing
requirements.
Pharming is enhancing its policies, processes, internal controls,
and documentation related to key processes. We have a global
Business Integrity program. The resource model for Business
Integrity and Compliance has been strengthened. An annual
review of the Enterprise Risk Management (ERM) top 20 risks
has been held with the Executive Committee and risk mitigations
plans and mitigation actions have been agreed to and are in
process. In 2026, the ERM process will become more robust and
enhanced.
We have an "Insider Trading Code" in place which complies with
the Market Abuse Regulation (MAR) and other prevailing laws
and regulations. We also maintain and monitor a "Restricted
Persons" register.
Our Disclosure Committee actively monitors the timely
disclosure of Inside Information and compliance with the
disclosure requirements applicable to Pharming. Lastly,
Pharming is developing a set of regional standard operating
procedures (SOPs) and policies, as well as a compliance network
to assist with the compliance of local rules and regulations.
Non-compliance with pharmaceutical industry rules and
regulations
Off-label and Disguised Promotion
Communicating product data beyond approved indications
or sharing scientific information in non-promotional contexts,
such as through Advisory Boards or digital media, may be
misinterpreted as off-label or disguised promotion. This poses
reputational and regulatory risks if perceived as sales-driven.
What are we doing to manage the risk?
Policies, processes, and experienced subject matter personnel
provide the guidance and oversight to help mitigate the risk of
off-label and disguised promotions. These personnel utilize the
policies and processes to review, evaluate and reject or approve
these forms of communications. We utilize our Code of Conduct,
Advisory Board Policy, Promotional Compliance Policy, U.S. Field
Manual, Non-Promotional Satellite Symposia Policy, Promotional
Review Policy, Medical Review procedure, and others to
establish requirements and help enforce compliance with
applicable laws, regulations, and codes.
Training is conducted for individuals responsible for sales
activities to re-enforce the requirements and standards, while
providing education on key compliance requirements. Targeted
monitoring and auditing are conducted to evaluate compliance
with established requirements.
Pharming Group N.V. Annual Report 2024 | 70Pharming Group N.V. Annual Report 2025 | 70
[Our life with APDS] is a rollercoaster of
emotions, highs and lows, never knowing…
one minute you're okay, the next you’re not…
trying to be strong for her, trying not to fall
apart for her."
Caregiver to a patient living with APDS
Pharmacovigilance
Pharming conducts a comprehensive pharmacovigilance (PV)
program. However, the PV laws and requirements are very strict
and a finding of non-compliance could cause Pharming to suffer
reputational damage, incur monetary fines, and force us to halt
business activities.
Pharming may be required to perform studies of additional
indications and dosing strengths in case of frequent off-label
usage. The handling of off-label cases incurs additional costs.
Despite its efforts, Pharming may not meet its requirement to
adequately train employees to properly identify and report PV
incidents.
What are we doing to manage the risk?
The following actions are in place to help prevent a possible
non-compliance with pharmacovigilance requirements:
We actively monitor key performance indicators related to
expedited and periodic reporting.
Pharmacovigilance audits are performed by our internal
Quality Assurance team and independent auditors and may
include reviews of our business partners, such as specialty
pharmacies, license partners and vendors. Action plans are
implemented based on the outcome of the audits.
There are regular reviews and updates of the
pharmacovigilance procedures and continuous training of the
related staff.
Pharming Group N.V. Annual Report 2025 | 71
Financial and fraud risks
Management, as part of the Enterprise Risk Management
process, performed a risk assessment over financial and fraud
risks and highlighted the most critical risks in this report.
Inaccurate or fraudulent financial reporting
The risk that Pharming's financial statements contain a material
misstatement and/or that the company is not SOX compliant or
not adhering to other AFM/SEC financial reporting requirements
or timelines, due to lack of awareness of GAAP, IFRS, AFM, SEC
rules, internal policies, processes and procedures, or intentional
misbehavior (fraud) caused by internal or external pressures,
resulting in a loss of confidence in the accounts by key external
stakeholders and internal users, reputational damage and
personal liability exposure for Directors.
Fraud risk can be unexpected financial, material, or reputational
loss as the result of fraudulent action(s) of persons internal or
external to the organization. The risk of inaccurate financial
reporting includes poor operational decisions, reputational
damage, economic loss, penalties, fines, legal action, claims
from shareholders, and even bankruptcy.
Pharming can ensure accurate financial reporting by employing a
network of internal controls, fortified by financial software
which helps prevent and detect errors.
What are we doing to manage the risk?
An Anti-Fraud Framework was established encompassing fraud
assessments. A quarterly fraud disclosure questionnaire must be
completed by managers and process owners with the purpose of
identifying changes in controls, which could allude to possible
(indications of) fraud.
In addition, an Anti-Fraud Policy and Alert Reporting
Investigation Procedure were developed, and fraud awareness
trainings were given and/or made available to all employees.
The Company has implemented controls to establish a fraud
governance process, to create a sound anti-fraud culture, to
implement and maintain clear preventive and detective fraud
controls.
Pharming continues to develop sound internal controls and
formalize best practices processes, to prevent balance sheet
and P&L risks by periodically reviewing balance sheet and P&L
accounts and as well as reviewing financial transactions for
completeness and accuracy. Now that we have become fully SOX
compliant, as mentioned above, we will continue to improve our
internal controls over financial reporting and strive to remain
SOX compliant each year.
Insufficient liquidity
The risk that Pharming has insufficient cash to fund its
operations and meet its financial obligations, due to adverse
capital, credit market conditions and/or an inability to generate
sufficient cash, resulting in a weaker financial position could
have an adverse impact on business continuity.
Adverse capital and credit market conditions may significantly
affect the ability to meet liquidity needs, cause limitations in
accessing capital or face an increase in the cost of capital.
The same concern is valid for access to our cash, which could
become restricted at banks that experience financial difficulties.
Prolonged exposure to liquidity risk or inability to generate
enough income for the projects in scope could lead to the
inability to meet financial obligations, which could increase the
[The joint pain is] like the Tin Man from
The Wizard of Oz. He gets stiffer and stiffer
and stiffer and he has to use the oil can.
And I'm like, can I just get an oil can?"
Patient living with APDS
risk of insolvency.
What are we doing to manage the risk?
Pharming is working on improving cash flow forecasting models
to provide a more accurate view of liquidity. A Company
financial forecasting model has been made, which forms the
basis for this information for the medium- and long-term
horizon (15 years forward). Any new business development
project needs to be included in this model to understand the
impact on cash flow and liquidity.
Pharming Group N.V. Annual Report 2024 | 72Pharming Group N.V. Annual Report 2025 | 72
Pharming_JV2025_Financial and fraud risks.jpg
Funding (both equity and debt) will be adjusted to the liquidity
needs of the Company. In addition, we have recently hired a
head of Treasury to further assist us in our liquidity forecasting
endeavors, as well as furthering efforts to automate the
centralization of excess cash.
Pharming diversifies its cash holdings across several banks and
across short term investment instruments including bank
deposits, government treasury certificates and money market
funds to increase diversification and reduce counterparty risk.
Fluctuations in Foreign Exchange market rates
Due to the international scope of our operations, fluctuations in
exchange rates, particularly between the Euro and the U.S.
dollar, may create an adverse impact. While the Company is
headquartered in the Netherlands, we source materials,
products, and services from several countries outside the EU
which are paid in local currencies.
In addition to the U.S. commercialization of RUCONEST® and
Joenja®, the projected commercialization of Joenja® in the
European Union, as well as the commercialization of Joenja®
in additional geographies, we expect to receive payments and
generate costs in US dollars, euro, the British pound, as well as
additional currencies.
Fluctuations in foreign exchange rates between the euro and the
U.S. dollar, as well as other currencies may impact our result.
As the intercompany balance payable by Pharming Healthcare
Inc. to Pharming Technologies B.V. is in euros and the books of
Pharming Healthcare Inc. are in US dollars (functional currency
Pharming Healthcare Inc. is US dollars) a rate fluctuation may
impact the balance payable of Pharming Healthcare Inc. to
Pharming Technologies B.V. and is reflected in the income
statement.
Since the majority of Pharming's sales are invoiced and paid in
US dollars, and most of its costs and liabilities are valued
in euros, any change in the relevant exchange rate means a
corresponding change in the euro value of sales and a
corresponding change in the loan balance in euros.
What are we doing to manage the risk?
Foreign exchange results is partly remediated by having
Pharming Healthcare Inc. repaying its net payable balance to
Pharming Technologies B.V., Pharming Group N.V. or Pharming
Americas B.V. promptly using its cash balances. We aim to book
and pay all intercompany charges and intercompany invoices on
receipt of invoice as soon as possible, thereby reducing the
intercompany balances. Pharming entities manage foreign
exchange result risk on their cash by holding the cash balances
in its own functional currency.
Rilyn living with APDS
Pharming Group N.V. Annual Report 2025 | 74
Dutch Corporate Governance Code
The Dutch Corporate Governance Code (DCGC) contains both
principles and best practice provisions for Boards of Directors,
shareholders and general meetings of shareholders, financial
reporting, auditors, disclosure, compliance, and enforcement
standards. A copy of the DCGC can be found on www.mccg.nl .
As a Dutch listed company, the Company is subject to the DCGC
and therefore required to disclose in its Annual Board Report to
what extent it complied with the principles and best practice
provisions of the updated DCGC. Where we do not comply
(for example, because of a conflicting Nasdaq requirement or
otherwise), the Company shall state in its Annual Report why,
and to what extent the Company deviated from it.
In 2025, the Company applied the revised Dutch Corporate
Governance Code (effective January 1, 2025), including the
introduction of the Risk Management Statement (Verklaring
Omtrent Risicobeheersing, VOR). A gap assessment was
performed, and where relevant, updates to governance, risk
management and internal control reporting were implemented.
Our most substantial deviations from the DCGC throughout
the year 2025, including one new deviation compared to the
financial year 2024, are summarized below:
New deviation: Article 3.2.3 of the DCGC provides that the
severance payment to a statutory director will not exceed the
annual fixed salary amount. This provision is also applied for
Fabrice Chouraqui, except that our shareholders approved at
the EGM held on March 4, 2025, that Fabrice Chouraqui will
be entitled to a severance pay equal to 200% of his fixed
annual base salary, in the special event of a termination of his
mandate as Executive Director/CEO, without cause, within
twelve (12) months following a change of control of
Pharming.
Article 3.3.2 of the DCGC (Remuneration of supervisory board
members) recommends against providing equity awards as
part of the compensation of a Non-Executive Director.
However, we deviate from this recommendation and grant
equity awards to our Non-Executive Directors, consistent
with U.S. market practice and in accordance with the
Remuneration Policy for the Board of Directors, as adopted
by the General Meeting of Shareholders on May 21, 2024.
To safeguard the independence of the Non-Executive
Directors, consistent with the intentions of the DCGC, the
number of shares awarded has been fixed and the grant has
not been linked to the performance of Pharming Group.
Article 3.3.3 of the DCGC recommends that shares held by a
Board member in the company on whose Board they serve
should be long-term investments only. This provision has
been deleted from the updated Remuneration Policy that
was approved by the General Meeting of May 21, 2024, in
accordance with the recommendations of proxy advisors,
to preserve full independence of the non-executive directors,
consistent with the intentions of the DCGC.
Article 4.2.3 of the DCGC (Meetings and presentations)
recommends that all analyst meetings, analyst presentations,
presentations to institutional or other investors and press
conferences can be followed in real time, by means of
webcasting, telephone or otherwise. Considering the
Company's size, it would create an excessive burden to
provide facilities that enable shareholders to follow in real
time all the meetings with analysts, presentations to analysts,
presentations to investors referred to in the best practice
provision. However, the Company ensures that presentation
materials used in such meetings or presentations are posted
on the website in a timely fashion. Some meetings (such as
the Annual General Meeting of Shareholders) are accessible
in real time, at least in audio format. The Company also holds
both pre-recorded and live webinars at which key events
such as quarterly financial statements or large corporate
actions can be discussed. Meetings discussing financial
results and other significant news are announced and
conducted in accordance with this provision.
Articles of Association
The prevailing Articles of Association of the Company are posted
on the Company's website and are available in English and
Dutch. The Articles of Association of the Company were most
recently amended on May 23, 2023.
Pharming Group N.V. Annual Report 2025 | 75
Group and shareholder structure
Group structure
The following table lists the (wholly-owned) subsidiaries of the
Company and therefore, together with the Company, sets out
the Pharming Group structure as per December 31, 2025:
Entity
Registered office
Investment
Pharming Americas B.V.
The Netherlands
100%
Pharming Intellectual Property B.V.
The Netherlands
100%
Broekman Instituut B.V.
The Netherlands
100%
Pharming Healthcare, Inc.
United States
100%
ProBio, Inc.
United States
100%
Pharming Technologies B.V.
The Netherlands
100%
  Pharming Research & Development B.V.
The Netherlands
100%
  Pharming Australia Pty Ltd
Australia
100%
  Pharming UK Ltd
United Kingdom
100%
  Pharming Germany GmbH*
Germany
100%
  Pharming France SAS*
France
100%
  Abliva AB**
Sweden
100%
      Abliva, Inc.***
United States
100%
* This entity was established in November 2025
**  This entity was acquired in February 2025
*** This entity is dissolved in January 2026
In February 2025, the Company acquired an 88.9% ownership
interest in Abliva AB ("Abliva"). By June 2025, the Company
obtained the remaining shares outstanding, resulting in a 100%
ownership interest. Pharming acquired Abliva to further
strengthen the clinical pipeline with the addition of a therapy,
aligning with our vision to become a leading global rare disease
non-controlling interests in the Financial Statements for further
information.
The Company also holds a 23.0% minority stake in
BioConnection Investments B.V. (BioConnection). BioConnection
is a Dutch contract manufacturing organization that
manufactures the sterile sealed vials of Pharming's product
RUCONEST® from the purified drug substance. The investment
has been treated as an associate company of the Group.
More details can be found in note 14. Investment accounted for
Shareholder structure
All ordinary shares issued by the Company are traded on
Euronext Amsterdam under the symbol "PHARM". In addition,
American Depository Receipts (ADRs) are traded on the Nasdaq
Global Market Composite under the symbol "PHAR". JP Morgan
Chase Bank, N.A. (located at 383 Madison Avenue, Floor 11, New
York, NY 10179) acts as the depositary and registrar for the
American depositary share (ADS) representing our ordinary
shares.
Each ADS will represent an ownership interest in a designated
number of ordinary shares in our capital which will be deposited
from time to time with the custodian, as agent of the depositary,
under the deposit agreement among ourselves, the depositary
(JP Morgan Chase Bank, N.A.), and the holders of American
Depositary Receipts evidencing ADSs ("ADRs"), or other
beneficial owners of an interest in ADSs from time to time.
The rights of the holders of ADRs, or of other beneficial owners
of the ADSs, derive from the terms of the deposit agreement as
described above and, in the case of the beneficial owners, from
the arrangements between the relevant beneficial owner and
the holder of the corresponding ADRs. The obligations of the
depositary and its agents are also set out in the aforesaid
deposit agreement.
For information on the ADSs and ADRs, you should read the
prospectus (hereafter referred to the "ADS Prospectus") that
is included in the Registration Statement on Form F-1
(333-250984), as filed with the SEC on December 17, 2020,
and as further supplemented, amongst others, by the 2025
Annual Report on Form-20 F document, as filed with the SEC
on April 2, 2026.
As a foreign private issuer traded on Euronext Amsterdam, the
Company is permitted to follow certain home country corporate
governance practices in lieu of certain Nasdaq requirements.
The rights of holders of ordinary shares and, therefore, certain
of the rights of holders of the ADSs, are governed by Dutch law,
including the provisions of the Dutch Corporate Governance
Code, and by our Articles of Association. Reference is made to
the subsequent sections for a summary of the main governance
practices applied by Pharming.
More details on the Company's authorized share capital and
issued shares and the number of listed ADSs can be found
Report and note 19. Shareholders' Equity.
On April 25, 2024, the Company entered into a Subscription
agreement under which the Company issued €100 million of
convertible bonds due 2029 (the "New Bonds") to investors.
The Company used the net proceeds of the New Bonds for
the repurchase of the outstanding €125 million 3.00% senior
unsecured convertible bonds due 2025 issued on January 21,
2020 (the "2025 Bonds"; ISIN: XS2105716554).
For more details, reference is made to note 20. Convertible
bonds in this report.
Pharming Group N.V. Annual Report 2025 | 76
No anti-takeover measures in place
The Board of Directors believes that Pharming shareholders
are the best persons to judge whether a takeover bid for the
Company is fair for them at the time of offer, and after receiving
an informed opinion from the Board of Directors regarding the
advantages and disadvantages of such bid. Therefore, there are
no anti-takeover measures in place that would restrict the
Company's shareholders from receiving information about, or
from accepting or rejecting a bid for their shares.
However, we have adopted several provisions which may have
an impact on a takeover of our Company, including:
a provision in our Articles of Association that Directors may
only be removed at the general meeting of shareholders by a
resolution adopted with a majority of the votes cast,
representing at least one third of the issued share capital; if
the majority of the votes cast are cast in favor of the removal,
but such majority does not represent at least one third of the
issued share capital, a new meeting may be convened in
which the removal may be resolved upon with a majority of
the votes cast, irrespective of the percentage of the issued
share capital represented at the meeting;
members of the Board of Directors being appointed on the
basis of a binding nomination by the Board of Directors,
which can only be overruled by the general meeting of
shareholders by a resolution adopted with the majority of the
votes cast, provided such majority represents at least one
third of the issued share capital; if the nomination is rejected
by the majority of the votes cast, but such majority does not
represent at least one third of the issued share capital, a new
meeting may be convened in which the nomination may be
rejected with a majority of the votes cast, irrespective of the
percentage of the issued share capital represented at the
meeting; in that event, the Board of Directors shall make a
new nomination; and
requirements that certain matters, including an amendment
of our Articles of Association or dissolution of the Company,
may only be brought to our shareholders for a vote upon a
proposal by the Board of Directors.
It is also noted that the share-based incentive plans for our staff
members (i.e., excluding the CEO and the Executive Officers) will
vest automatically and unconditionally in the event of a change
of control of the Company, in accordance with the terms
thereof. It is noted that the execution of each, new share-based
incentive plan for our staff members requires a resolution by the
CEO and the Executive Committee. Such execution is not
controlled by the staff members but is governed by the detailed
terms and conditions applicable to these plans.
In the event of the termination without cause of the labor
agreements of the (non-statutory) Executive Officers within
twelve months following a hostile take-over of Pharming, all
their outstanding restricted shares will also vest immediately.
In case of any other change of control, the Executive Officers will
only be entitled to pro-rata vesting of outstanding restricted
shares, subject to the pro-rata achievement of the applicable
performance measures and targets. The remaining shares
will vest in accordance with the predetermined times.
The outstanding restricted shares granted to the Executive
Director/CEO under the applicable share-based incentive plans,
will only vest pro-rata in the case of a change of control that has
been approved by the General Meeting of Shareholders.
The pro-rata vesting will in that event be exercised for the
performance period that has lapsed at that moment, subject to
the pro-rata achievement of the applicable performance
measures and targets. The remaining shares will vest in
accordance with the predetermined times (i.e., no accelerated
vesting) which is subject to the achievement of the applicable
performance measures and targets.
However, our shareholders approved on March 4, 2025, that
Fabrice Chouraqui shall be entitled to a severance payment
equal to 200% of his fixed annual base salary in the specific
event of a termination of the mandate of Fabrice Chouraqui as
Executive Director/CEO without cause (i.e., absent serious
culpable conduct or gross negligence on his part) within twelve
(12) months following a change of control of Pharming.
In case of an event resulting in a change of control or in case of
the announcement of a proposed formal public offer for the
shares in the Company, the Board of Directors can decide to
settle the allocated shares outstanding for the Executive
Director and the Executive Officers in cash.
Finally, on April 25, 2024, the Company entered into a
Subscription agreement under which the Company issued
€100 million of convertible bonds due 2029 (the "New Bonds")
to investors. Under this agreement, the conditions of the Bonds
specify that in the event of a change of control of the Company,
the conversion price of the Bonds which may be converted into
Pharming shares, may change. This will be dependent upon the
time elapsed between initiation of the Bonds and the date of the
change of control relative to the normal repayment date of the
Bonds in 2029. Such a provision is standard for bond instruments
of this kind.
Pharming Group N.V. Annual Report 2025 | 77
Board structure
Introduction
The Company has a one-tier board structure, with a single
Board of Directors composed of Executive and Non-Executive
Directors. The Executive Directors manage the day-to-day
business and operations of the Company and implement the
Company's strategy, supported by a (non-statutory) Executive
Committee chaired by the Chief Executive Officer. The Non-
Executive Directors focus on the supervision of the policies and
the functioning of the performance of the duties by the
Executive Director(s) and the Company's general state of affairs.
Our one-tier board structure allows the Company to integrate
and leverage the knowledge, experience and wide range of
backgrounds, education and expertise among the Executive
and Non-Executive Directors into one single corporate body.
We believe that the one-tier board structure accordingly
warrants the quality and adequacy of our internal governance
processes and decision-making.
While the majority of Dutch companies traditionally apply a two-
tier board structure, the DCGC endorses and facilitates one-tier
board structures and includes specific principles and best
practice provisions for the composition and functioning of one-
tier boards. The Company complies with these principles and
provisions.
Role and responsibilities
The statutory Board of Directors as a collective has shared
responsibility for the management of the Company and the
general course of affairs of the Company. Accordingly, the Board
of Directors is, inter alia, jointly responsible for the following:
the continuity of the Company;
maintaining a culture focused on sustainable long-term value
creation for the Company;
the achievement of the Company's objectives;
the long-term strategy;
the structure and operation of the internal risk management
and control systems;
the financial reporting process;
compliance with laws and regulations;
the Company-shareholder relationship and stakeholder
dialogues/management; and
corporate social responsibility aspects that are relevant to
the Company.
The Board of Directors is assisted by the Corporate Governance
Committee to determine and monitor the corporate governance
structure of the Company and Group and to ensure compliance
by the Company with the DCGC and other applicable rules and
regulations governing corporate governance-related matters for
Pharming. Supported by the Audit Committee, the Board of
Directors supervises the financial and non-financial reporting
process, and the effectiveness of the internal risk management
and control system.
Assisted by the Remuneration Committee, the Board of
Directors determines the remuneration of the individual
members of the Board of Directors (within the remuneration
policy adopted by the Annual General Meeting of Shareholders)
and the members of the Executive Committee.
Finally, supported by the Transaction Committee, the Board
of Directors reviews and decides on M&A or other business
development transactions. The reports of the respective
committees are presented separately in this section.
We believe that we have sufficiently ensured the independent
supervision by our Non-Executive Directors via the following
safeguards, each time in accordance with the DCGC:
The majority of our Board of Directors comprise of Non-
Executive Directors. Our Board of Directors is currently
seated by six Non-Executive Directors and one Executive
Director.
All Non-Executive Directors are independent within the
meaning of the DCGC and applicable U.S. rules and
regulations, as evaluated annually.
The Non-Executive Directors supervise the way in which the
Executive Director/CEO, supported by the non-statutory
Executive Committee, implements the Company's strategy
and sustainable long-term value creation.
The Chairperson of our Board of Directors is a Non-Executive
Director. Hence, our Board of Directors is not chaired by an
Executive Director.
The Board of Directors' committees, (the Audit Committee,
Remuneration Committee, Corporate Governance Committee,
and the Transaction Committee), exclusively comprise of
Non-Executive Directors. None of these committees is
chaired by the Chairperson of the Board of Directors.
The Board of Directors has adopted Board Rules that govern
the procedures and decision making of the Board of Directors.
The Board Rules describe in more detail the matters, including
the related decision-making powers, which have been delegated
to the Executive Director/CEO. The Board of Directors has also
adopted charters to govern the procedures and decision-making
of the committees established by the Board of Directors.
The Board Rules and charters have been drafted to ensure
compliance by the Company with both Dutch Corporate law,
the DCGC and applicable U.S. rules and regulations. The Board
Rules and charters are published on the Company's website.
The Board Rules and the committee charters are evaluated
at least every two years.
Appointment Directors
All members of our Board of Directors are statutory directors
of the Company and appointed by the General Meeting of
Shareholders upon a binding nomination of the Board of
Directors. Upon the appointment of a member of the Board
of Directors, the General Meeting shall also be proposed to
determine whether that person is appointed as Executive
Director or as Non-Executive Director.
Pharming Group N.V. Annual Report 2024 | 78Pharming Group N.V. Annual Report 2025 | 78
The Articles of Association of the Company contain an
indemnification arrangement for current and former directors
and other officers or employees, consistent with market practice
and including customary carve-outs. The Company entered into
indemnification agreements with the individual (Executive
and Non-Executive) Directors and the Executive Officers or
included indemnification provisions in their employment or
management services agreements that are fully aligned with
the indemnification arrangement in the articles of association.
Composition of the Board of Directors and Executive
Committee
We believe that it is important for the Board of Directors and the
Executive Committee to have a mix of experiences,
qualifications, knowledge and abilities.
We seek to combine the skills and experience of long-standing
members of the Board of Directors and the Executive Committee
with the fresh perspectives, insights, skills and experiences of
new members.
Experience and expertise of the Board of Directors and
Executive Committee
In terms of experience and expertise, we require the Board
of Directors and the Executive Committee to be composed
of individuals who are knowledgeable in one or more of the
following areas to drive and support the successful execution of
our sustainable long-term strategy:
the industry and markets in which the Company operates;
general management;
finance, administration and accounting;
risk management and controls;
strategy;
governance;
marketing and sales;
manufacturing, production and supply;
innovation, research and development;
safety, environment and sustainability;
human resources, personnel and organization;
stakeholder management;
information technology; and
legal and regulatory affairs.
The Board of Directors conducted a self-evaluation to map the
knowledge of the individual Non-Executive Members. That self-
evaluation confirmed that the members, as a group, have the
knowledge and skills available to adequately fulfil the tasks and
responsibilities assigned to them.
Inclusion and equality
Pharming embodies inclusion as an integral part of the company
culture and is committed to promoting and protecting equal,
merit-based opportunities and respectful collaboration in the
workplace and beyond.
As confirmed in our Code of Conduct, Pharming is committed to
ensuring compliance with all applicable laws, regulations and
codes on equality, inclusion and the prohibition of discrimination
and harassment, and to ensuring equal treatment and merit-
based opportunities, whether in recruitment, employment
conditions, development, or career progression, based on
transparent, objective and fair criteria. The Board of Directors
has adopted goals to ensure inclusion and equal opportunities,
consistent with the requirements imposed by Dutch law, during
searches for new members at the level of both the Board and
the Executive Committee, respectively.
Details on the current composition of the Board of Directors,
and the background, experience and expertise of the individual
members, can be found in the Report of the Board of Directors
section of this Annual Report. Details on the current composition
of the Executive Committee, and the background, experience
and expertise of the individual members, can be found in the
Executive Committee section of this Annual Report.
The current composition of the group of Non-Executive Directors
exceeds the inclusion and equality requirements imposed by
Dutch law and the Board's goal is to maintain compliance with
these requirements in case of future nominations of new Non-
Executive Directors.
The Board also strives for ensuring inclusion and equality within
the Executive Committee (as designated subtop within the
meaning of Dutch law), while each time satisfying the
requirements for the relevant position and maintaining a
balanced composition in terms of background, expertise and
experience. The internal leadership development program has
also been designed, amongst others, to promote inclusion and
equal, merit-based opportunities.
Employee statistics, including details on the composition of our
entire workforce, can be found on Social section as part of the
Sustainability chapter in this Annual Report.
Works Council (the Netherlands)
The Dutch Works Council was established in January 2023,
with nine elected members representing all departments and
locations across the Netherlands. The Works Council is the
statutory employee representation body in the Netherlands.
It has formal rights to advise on major organizational decisions
and to consent to changes in working conditions, working hours,
and other key employment policies. Through constructive
dialogue with management, the Works Council acts as
constructive and impactful voices for employees to ensure that
employee perspectives are heard early and taken seriously.
In 2025, the Works Council played an active role in embedding
changes of Pharming's leadership and organizational changes,
providing critical input to decisions that directly impact our
colleagues and the organization.
Pharming Group N.V. Annual Report 2024 | 79Pharming Group N.V. Annual Report 2025 | 79
Board of Directors
Board of Directors: composition 2025
Until June 11, 2025, the Board of Directors comprised one
Executive Director (also the Chief Executive Officer/CEO) and
seven Non-Executive Directors. As per June 11, 2025, the Board
of Directors was composed of one Executive Director (also the
Chief Executive Officer/CEO) and six Non-Executive Directors
The terms of Deborah Jorn, Leonard Kruimer, Steven Baert
and Jabine van der Meijs expired on the occasion of the Annual
General Meeting of Shareholders on June 11, 2025. Leonard
Kruimer and Jabine van der Meijs were reappointed by the
Annual General Meeting of Shareholders on June 11, 2025,
for a term of four years (expiring at the closing of the Annual
General Meeting of Shareholders to be held in the year 2029).
Deborah Jorn and Steven Baert were not available for
reappointment at the AGM on June 11, 2025. Elaine Sullivan
was nominated and appointed as a new Non-Executive Director
for a term of four years (expiring at the closing of the Annual
General Meeting of Shareholders to be held in the year 2029).
Mark Pykett was appointed by the Board of Directors as
Vice-Chair as of the AGM on June 11, 2025, as successor to
Deborah Jorn.
The composition of the Board of Directors reflects the
Company's growth ambitions and long-term strategy and
meets Dutch statutory requirements.
Details on the composition of the Board of Directors in 2025 are
included in the following table:
Current members of the Board of Directors
Name
Position
(Re) appointments
Current Term
Richard Peters
Chairperson
2023
Up to September 25, 2027
Mark Pykett
Vice Chairperson
2020, 2024
Up to AGM in 2028
Fabrice Chouraqui
Chief Executive Officer and Executive Director
2025
Up to March 4, 2029
Barbara Yanni
Non-Executive Director
2020, 2024
Up to AGM in 2028
Leonard Kruimer
Non-Executive Director
2021, 2025
Up to AGM in 2029
Jabine van der Meijs
Non-Executive Director
2021, 2025
Up to AGM in 2029
Elaine Sullivan
Non-Executive Director
2025
Up to AGM in 2029
Past members of the Board of Directors
Sijmen de Vries
Chief Executive Officer and Executive Director
2008, 2013, 2017, 2021
Resigned at EGM March 4, 2025.
Deborah Jorn
Vice Chairperson
2019, 2023
Expired at AGM in 2025
Steven Baert
Non-Executive Director
2021
Expired at AGM in 2025
On October 24, 2024, Sijmen de Vries announced that he would
not be available for reappointment upon the scheduled
expiration of his term in the year 2025.
The Extraordinary General Meeting of Shareholders that was
held on March 4, 2025, appointed Fabrice Chouraqui (date of
birth: August 1, 1970, French national, U.S. citizen), upon the
binding nomination of the Board of Directors, as the new
Executive Director/CEO for a term of four years, effective
as of the closing of the Extraordinary General Meeting of
Shareholders and expiring at the closing of the Annual General
Meeting of Shareholders to be held in the year 2029.
Sijmen de Vries resigned from the Board of Directors at that
same moment. More details regarding the current members of
found on the Pharming website.
Pharming Group N.V. Annual Report 2025 | 80
Board of Directors
Richard Peters_2025_NEW.jpg
Mark Pykett_2025_NEW.jpg
Barbara Yanni_2025_NEW.jpg
Richard Peters, MD, PhD (1962)
Mark Pykett, PhD, VMD, MBA (1964)
Fabrice Chouraqui, PharmD, MBA (1970)
Barbara Yanni, JD, LLM (1954)
Title
Chairman of the Board of Directors, Member of the
Remuneration Committee, Member of the Corporate
Governance Committee and Member of the Transaction
Committee
Nationality
Belgian national, U.S. citizen
Date of initial appointment
September 25, 2023
Richard Peters has served as Chairman of the Board of
Directors since September 25, 2023. He brings more than
30 years of experience across life sciences leadership and
academia.
Other functions
Non-Executive Director for Aprea Therapeutics, and is the
founder and Executive Chairperson of TellBio. He is also a
corporate advisor to Aura Biosciences. Previously he
served as Non-Executive Director for Kineta.
Title
Vice-Chair of the Board of Directors from June 11, 2025,
Member of the Audit Committee and Member of the
Transaction Committee
Nationality
American
Date of initial appointment
December 11, 2020
Mark Pykett has served as a Non-Executive Director since
2020. He brings more than 30 years of leadership
experience across the biotechnology sector, spanning
scientific, operational, and executive roles.
Other functions
Chief Executive Officer and Director of Orogen
Therapeutics on the Board of Directors of the private
company Myopax.
Title
Chief Executive Officer (CEO) and Executive Director
effective from March 4, 2025.
Nationality
French national, U.S. citizen
Date of initial appointment
March 4, 2025
Appointed Chief Executive Officer (CEO) and Executive
Director in March 2025. Fabrice Chouraqui is responsible
for the company's strategy and day-to-day operations. He
brings more than 30 years of global biopharma experience
across R&D, commercialization, and venture-backed
innovation.
Previously, he was a CEO-Partner at Flagship Pioneering
and served as CEO of Cellarity, Inc. He spent a decade at
Novartis, including as President of Novartis
Pharmaceuticals USA, and senior leadership roles.
Other functions
Independent Board member of OranoMed, a subsidiary of
Orano Group.
Title
Non-Executive Director, Chairperson of the Transaction
Committee, Member of the Remuneration Committee and
Member of the Corporate Governance Committee
Nationality
American
Date of initial appointment
December 11, 2020
Barbara Yanni has served as a Non-Executive Director
since 2020. She brings deep expertise in licensing,
corporate development, and healthcare strategy and
finance.
Other functions
Serves on the Board of Directors of Trevena, Inc., and two
private biotechnology companies, Mesentech and Delsona
Therapeutics.
She previously served on the boards of several
biotechnology companies including Oncorus, Inc.
(2021–2023) and Vaccinex (2015–2025).
Pharming Group N.V. Annual Report 2025 | 81
Leonard Kruimer_2025_NEW.jpg
Jabine van der Meijs_2025_NEW.jpg
Elaine Sullivan_2025_NEW.jpg
Leonard Kruimer, MBA, CPA (1958)
Jabine van der Meijs
PharmD, MSc, ACMA/CGMA (1966)
Elaine Sullivan, PhD (1961)
Title
Non-Executive Director, Chairperson of the Audit
Committee and Member of the Transaction Committee
Nationality
Dutch
Date of initial appointment
May 19, 2021
Leonard Kruimer has served as a Non-Executive Director
since May 2021 and was reappointed at the AGM held on
June 11, 2025, for a term of four years. He brings more than
40 years of experience in corporate finance, planning and
strategy, including 25 years in senior executive roles within
private and publicly listed biotechnology companies.
Other functions
Chairman of the Board at BioInvent International AB and
serves as a board member of Zealand Pharma A/S and
Basilea Pharmaceutica. He is also a Director of AI Global
Investments (Netherlands) PCC Ltd.
Title
Non-Executive Director, Chairperson of the Corporate
Governance Committee, Member of the Audit Committee
and Member of the Remuneration Committee
Nationality
Dutch
Date of initial appointment
May 19, 2021
Jabine van der Meijs has served as a Non-Executive
Director since May 2021 and was reappointed at the AGM
held on June 11, 2025, for a term of four years. She brings
more than 30 years of senior leadership experience across
finance, strategy and HR in global energy and airport
management, with executive roles in the Netherlands,
Scotland, England, Brunei and Australia.
Other functions
Non-Executive Director at VFS Global AG and Grundfos
Holding A/S and serves on the Supervisory Boards of
Chane and the Centre for Human Drug Research.
Title
Non-Executive Director, Chairperson of the Remuneration
Committee and Member of the Audit Committee
Nationality
British and Irish citizen
Date of initial appointment
June 11, 2025
Elaine Sullivan has served as a Non-Executive Director
since June 2025. She brings more than 25 years of
international experience in the pharmaceutical and
biotechnology industry, spanning R&D leadership,
business development, and company creation.
Other functions
Serves on the Board of Directors of Zealand Pharma A/S,
senior non-executive at hVIVO and Non-Executive Director
of Ochre Bio. In addition, she is a member of the Scientific
Advisory Board of Poolbeg Pharma plc.
Previously served as a Non-Executive Director at IP Group
plc., Evotec AG, Active Biotech AB and Nykode
Therapeutics ASA.
Past members
Sijmen de Vries, MD, MBA (1959)
Title Chief Executive Officer (CEO) and Executive Director,
until March 4, 2025
Nationality Dutch
Date of initial appointment October 13, 2008
Sijmen de Vries was our Chief Executive Officer (CEO) and
Executive Officer from 2008 until his resignation at the
EGM held on March 4, 2025, following the appointment of
Fabrice Chouraqui as our new CEO. To ensure a smooth
hand-over of tasks and responsibilities, Sijmen remained a
strategic advisor to the new CEO until December 31, 2025.
Deborah Jorn, MBA (1958)
Title Vice-Chair of the Board of Directors,
Member of the Remuneration Committee and Member
of the Audit Committee until June 11, 2025
Nationality American
Date of initial appointment May 22, 2019
Deborah Jorn served as a Non-Executive Director from
2019, until her term ended at the AGM held on June 11,
2025.
Steven Baert (1974)
Title Non-Executive Director, Chairperson of the
Remuneration Committee and Member of the Corporate
Governance Committee up until June 11, 2025
Nationality Belgian, Swiss citizen until March 31, 2023,
U.S. citizen since April 1, 2023
Date of initial appointment May 19, 2021
Steven Baert served as a Non-Executive Director from
2021, until his term ended at the AGM held on June 11,
2025.
Pharming Group N.V. Annual Report 2025 | 82
Executive Committee
Executive committee: composition 2025
The non-statutory Executive Committee supports the CEO
with the execution of his tasks and responsibilities as Executive
Director. Accordingly, the CEO is supported by the Executive
Committee members in managing Pharming's day-to-day
operations, ensuring sufficient oversight, and the execution
of the strategy and all other goals and objectives across
the organization.
The Board of Directors adopted a charter for the Executive
Committee that governs the procedures and the tasks and
responsibilities of the Executive Committee, in accordance with
the Board Rules. The Executive Committee Charter is compliant
with Dutch Corporate law and the DCGC, as well as applicable
U.S. rules. The Executive Committee Charter, which is evaluated
at least every two years, has been published on the Company's
The members of the Executive Committee report to the CEO.
The CEO also chairs the meetings of the Executive Committee.
The Board of Directors regularly receives business updates from
the Executive Committee that are discussed during the
scheduled meetings of the Board of Directors.
The members of the Executive Committee also attend, as guests,
the meetings of the Board of Directors held to discuss the
quarterly and full year results, the Annual Report, the annual
goals and objectives and the annual budget. Finally, the Board
Rules specify those matters that require a decision by the full
Board of Directors.
Details on the composition in 2025 of the Executive Committee,
who are referred to as Executive Officers, including their
respective positions in 2025 are included in the following table:
Current members of the Executive Committee
Name
Year of
birth
Gender
Position
First appointed in managerial capacity
Executive Director/Chair
Fabrice Chouraqui
1970
Male
Chief Executive Officer and Executive Director
March 4, 2025
Executive Officers
Kenneth Lynard
1968
Male
Chief Financial Officer
October 1, 2025
Anurag Relan
1972
Male
Chief Medical Officer
June 1, 2021
Leverne Marsh
1976
Female
Chief Commercial Officer
January 1, 2026
Mireille Sanders
1968
Female
Chief Operations Officer
August 1, 2019
Ruud van Outersterp
1964
Male
Chief Legal & Compliance Officer
May 1, 2021
Alexander Breidenbach
1963
Male
Chief Business Officer
September 1, 2023
Inés Bernal
1977
Female
Chief People Officer
December 1, 2024
Maryana Reurings-Tsiganko
1988
Female
Vice President, Strategy & Operations
November 1, 2025
Past members of the Executive Committee
Executive Director/Chair
Sijmen de Vries
1959
Male
Chief Executive Officer and Executive Director
October 13, 2008. Resigned on March 4, 2025
Executive Officers
Jeroen Wakkerman
1969
Male
Chief Financial Officer
November 16, 2020 up until May 30, 2025
Stephen Toor
1971
Male
Chief Commercial Officer
January 1, 2017 up until December 31, 2025
Social Performance_2025_02-04.svg
Pharming Group N.V. Annual Report 2025 | 83
On May 8, 2025, we announced that Jeroen Wakkerman
would leave as Chief Financial Officer (CFO) to pursue other
opportunities. On September 2, 2025, we announced that
Kenneth Lynard was appointed as the new CFO, effective
October 1, 2025.
Maryana Reurings-Tsiganko was appointed as Vice President,
Strategy & Operations, effective November 1, 2025. In that new
role, Maryana will serve as a strategy partner to the leadership
group, overseeing the development and execution of our long-
term strategy and leading cross-functional initiatives.
On November 6, 2025, we announced that Leverne Marsh had
been appointed Chief Commercial Officer effective January 1,
2026, succeeding Stephen Toor, who stepped down on
December 31, 2025, but remains an advisor to the company.
Leverne brings extensive experience across the commercial
landscape, which will be instrumental as we continue executing
our strategy to become a leading global rare disease company.
More details regarding the current members of the Board of
Directors and the Executive Committee can be found on the
Pharming website.
It’s the time that [HAE] has taken from you.
So the time that you're away from your
family members, the times that you can't
go to events at your children's school or even
just feel comfortable leaving the house ….
The time that it snatches from you.”
Patient living with HAE
Pharming Group N.V. Annual Report 2025 | 84
Executive Committee
Kenneth Lynard_2025_NEW.jpg
Anurag Relan_2025_NEW.jpg
Fabrice Chouraqui, PharmD, MBA (1970)
Kenneth Lynard, MSc, EMBA (1968)
Anurag Relan, MD, MPH (1972)
Title
Chief Executive Officer (CEO) and Executive Director
effective from March 4, 2025.
Nationality
French national, U.S. citizen
Date of initial appointment
March 4, 2025
Appointed Chief Executive Officer (CEO) and Executive
Director in March 2025. Fabrice Chouraqui is responsible
for the Pharming's strategy and day-to-day operations. He
brings more than 30 years of global biopharma experience
across R&D, commercialization, and venture-backed
innovation.
Previously, he was a CEO-Partner at Flagship Pioneering
and served as CEO of Cellarity, Inc. He spent a decade at
Novartis, including as President of Novartis
Pharmaceuticals USA, and senior leadership roles.
Other functions
Independent Board member of OranoMed, a subsidiary of
Orano Group.
Title
Chief Financial Officer, effective from October 1, 2025
Nationality
Danish
Date of initial appointment
October 1, 2025
Since October 2025, Kenneth Lynard has served as Chief
Financial Officer (CFO) of Pharming. He is committed to
strengthening Pharming’s financial and operational
foundation to support innovation, help expand patient
access, and deliver sustainable long-term value creation.
Kenneth Lynard brings nearly three decades of
international finance leadership, including more than 20
years in the global life sciences industry. He has held
senior finance roles across the United States and Europe,
supporting both established pharmaceutical companies
and growth-stage biopharmaceutical organizations. Prior
to joining Pharming, Kenneth served as CFO at Schoeller
Allibert and previously held CFO positions at Zentiva and
Affidea, as well as senior leadership roles at Gilead
Sciences.
Title
Chief Medical Officer
Nationality
American
Date of initial appointment
June 1, 2021
Anurag Relan has been an integral part of Pharming for
nearly two decades and was appointed Chief Medical
Officer (CMO) in June 2021. He leads Pharming's global
medical strategy, including clinical development,
regulatory engagement, patient safety, and medical
affairs.
Previously, as Vice President of Clinical Research and
Medical Affairs, Anurag led the clinical development
program that supported approval of both our commercial
products. Anurag began his career in clinical practice and
academic medicine, teaching residents and medical
students at the University of California, Los Angeles
Medical Center, and he continues to practice as a
physician.
Pharming Group N.V. Annual Report 2025 | 85
Leverne Marsh_2025_NEW.jpg
Mireille Sanders_2025_New.jpg
Ruud van Outersterp_2025_NEW.jpg
Leverne Marsh, BPharm (1976)
Mireille Sanders, MSc (1968)
Ruud van Outersterp (1964)
Title
Chief Commercial Officer, effective as of January 1, 2026
Nationality
American
Date of initial appointment
January 1, 2026
Appointed Chief Commercial Officer (CCO) in January
2026, Leverne Marsh leads Pharming's global commercial
strategy across market access, marketing, sales, and
lifecycle management. She combines deep commercial
expertise with practical experience applying AI and
analytics to shape customer insight.
Leverne brings nearly 30 years of life-sciences commercial
leadership. She has held senior roles at Novartis, where
she led major product launches and served as Chief
Product Officer and Head of Strategy, and at Dexcom,
where she was Executive Vice President, Marketing,
driving growth and international expansion.
Title
Chief Operations Officer
Nationality
Dutch
Date of Initial appointment
August 1, 2019
Appointed Chief Operations Officer (COO) in 2020, Mireille
Sanders oversees Pharming's end-to-end operations,
from development and manufacturing to quality and
distribution of commercial and clinical supplies.
Mireille joined Pharming as Senior Vice President of
Operations in 2019. She brings 30 years of operational
leadership across the life-sciences sector, including senior
roles at Janssen Pharmaceuticals (Head of Clinical Supply
Chain Strategic Management and Systems) and MSD/
Merck. Her experience spans global clinical supply,
commercial manufacturing partnerships, and strategic
operational transformation.
Other functions
Represents Pharming on the Supervisory Board of
BioConnection.
Title
Chief Legal & Compliance Officer & Company Secretary
Nationality
Dutch
Date of initial appointment
May 1, 2021
Appointed Chief Ethics and Compliance Officer in 2021.
Ruud's role was updated in 2025 to Chief Legal and
Compliance Officer (CLCO) and Company Secretary. He
leads Pharming's global legal, compliance, and governance
activities, ensuring the company operates with integrity
across drug development and commercialization.
Ruud first joined Pharming in 2020 as Company Secretary,
and held that role until April 2022. He brings more than 35
years of legal leadership experience across financial
services, aerospace, and life sciences.
Other functions
Serves on the Supervisory Board of a Dutch healthcare
institution and he teaches corporate governance at the
Governance Academy in the Netherlands.
 
Pharming Group N.V. Annual Report 2025 | 86
Alexander Breidenbach_2025_NEW.jpg
Ines Bernal_2025_NEW.jpg
Maryana Reurings_2025_NEW.jpg
Alexander Breidenbach, PhD, MBA (1963)
Inés Bernal (1977)
Maryana Reurings-Tsiganko,
MBA, CIA, CISA, CFE (1988)
Title
Chief Business Officer
Nationality
German
Date of initial appointment
September 1, 2023
Appointed Chief Business Officer (CBO) in September
2023, Alexander Breidenbach leads Pharming's growth
strategy and business development agenda. He is
responsible for evaluating and executing partnerships and
transactions that strengthen the company’s portfolio and
long-term value. Alexander brings more than 25 years of
global experiences across partnering, R&D and
management in the biosciences sector.
Prior to joining Pharming, he served as Chief Business and
Chief Development Officer at ACM Biosciences AG and
held a range of senior leadership roles at Roche
Partnering. Earlier in his career, he began as a senior
scientist in pharmacology.
Title
Chief People Officer
Nationality
Australian
Date of initial appointment
December 1, 2024
Inés Bernal has served as Pharming's Chief People Officer
(CPO) since December 2024. She leads Pharming's global
people and culture strategy, overseeing talent, leadership
development, organizational effectiveness, and core HR
capabilities.Inés brings more than 25 years of human
resources leadership across global organizations.
Prior to joining Pharming, she was Global Vice President,
Human Resources at Celanese Corporation. Earlier, she
held senior HR roles across a range of industries, including
GlaxoSmithKline, Yum! Restaurants (KFC, Taco Bell, Pizza
Hut), and The Boeing Company.
Title
Vice President, Strategy & Operations
Nationality
American and Dutch
Date of initial appointment
November 1, 2025
Appointed Vice President, Strategy & Operations in
November 2025, Maryana Reurings-Tsiganko serves as a
strategy partner to our leadership team. She oversees the
development and execution of our long-term strategy and
leads key cross-functional initiatives that strengthen how
the organization operates and delivers.
Maryana joined Pharming in May 2021 and has held
several leadership roles across the business, most recently
serving as Interim Head of Finance and IT and as Program
Director for end-to-end process transformation. She
brings more than 15 years of experience across corporate
finance, strategic operations, risk management, IT
security, and internal audit and control, with prior senior
roles at Sherwin Williams, Avery Dennison, OCI N.V., PNC,
and KeyBank.
Past members
Sijmen de Vries, MD, MBA (1959)
Title Chief Executive Officer and Executive Director,
until March 4, 2025
Nationality Dutch
Date of initial appointment October 13, 2008
Sijmen de Vries was Chief Executive Officer and Executive
Officer from 2008 until his resignation at the EGM held on
March 4, 2025, following the appointment
of Fabrice Chouraqui as new CEO.
To ensure a smooth hand-over of tasks and
responsibilities, Sijmen remained a strategic advisor
to the new CEO until December 31, 2025.
Jeroen Wakkerman (1969)
Title Chief Financial Officer, until May 30, 2025
Nationality Dutch
Date of initial appointment November 16, 2020
Jeroen Wakkerman was Chief Financial Officer from 2020
until end of May 2025. Prior to joining Pharming, Jeroen
served as Chief Financial Officer of Nutreco N.V., a global
leader in animal nutrition and aqua feed.
Stephen Toor (1971)
Title Chief Commercial Officer, until December 31, 2025
Nationality American
Date of initial appointment January 1, 2017
Stephen Toor was Chief Commercial Officer (CCO) from
2020 until end of 2025, but remains an advisor to the
company. Prior to his role as CCO, Stephen served as
President and General Manager of Pharming Healthcare,
Inc., our US subsidiary, and also oversaw the broader
Americas region.
Pharming Group N.V. Annual Report 2025 | 87
Report of the Board of Directors
Composition and independence
The (changes in the) composition of the Board of Directors
for the financial year 2025 can be found in the section
In the opinion of the Board of Directors, as verified annually,
all Non-Executive Directors meet the independence
requirements referred to in best practice provisions 2.1.7
to 2.1.9 inclusive of the DCGC as of December 31, 2025.
The Board Rules require each Director to promptly report any
actual or potential conflict of interest. Directors are also
required to disclose any other board positions. An up-to-date
overview of other board positions held by the current members
of the Board of Directors can be found on our website.
Details on the remuneration paid to the members of the
Board of Directors, including a summary of the prevailing
Remuneration Policy for the Board of Directors, as adopted
by the General Meeting of Shareholders on May 21, 2024,
can be found in the section Remuneration Report 2025 in
this Annual Report. To the extent required, the Remuneration
Report is incorporated herein by reference.
Board of Directors
Name
Year of birth
Gender
Nationality
Fabrice Chouraqui
1970
Male
French (U.S. citizen)
Richard Peters
1962
Male
Belgian (U.S. citizen)
Mark Pykett
1964
Male
American
Barbara Yanni
1954
Female
American
Leonard Kruimer
1958
Male
Dutch
Jabine van der Meijs
1966
Female
Dutch
Elaine Sullivan
1961
Female
British and Irish
Past members
Sijmen de Vries
1959
Male
Dutch
Deborah Jorn
1958
Female
American
Steven Baert
1974
Male
Belgian (U.S. resident)
Social Performance_2025_02-03.svg
Pharming Group N.V. Annual Report 2025 | 88
Activities
Frequency of meetings
The Board of Directors held eleven scheduled meetings in 2025,
including in-person meetings in March and November
in the U.S., and in June and August in the Netherlands.
The in-person meetings included each time two meetings during
two consecutive days. In 2024, the Board held twelve scheduled
meetings but only two times for two days. The Board of
Directors also held four extra online meetings, bringing the
total number of meetings for 2025 to fifteen.
Committee meetings were also held during the in-person
meetings (please refer to the subsequent subsections on the
Committees). The other meetings were held using virtual
meeting facilities.
All members of the Board of Directors attended the Annual
General Meeting of Shareholders held on June 11, 2025, either
in person or online.
The Executive Director attended each of the meetings of
the Board of Directors, except for when the performance and
the remuneration of the Executive Director were discussed,
and related voting took place.
The members of the Executive Committee also attended the
scheduled quarterly meetings of the Board of Directors for
business and budget updates, the quarterly results, the 2024
Annual Report and the 2026 annual budget.
In addition to the scheduled meetings, the Non-Executive
Directors attended several online meetings in connection
with the search process for a new CEO, in anticipation of the
scheduled expiration of the mandate of Mr. Sijmen de Vries,
as CEO. Reference is made to the paragraph summary of specific
activities below.
The individual presence (P) or absence (A) of the Non-Executive
Directors during the scheduled meetings in 2025, based on their
respective time in office, is reflected in the following schedule:
Date
March 11
March 12
April 2*
May 7*
June 10
June 11
July 30*
August 27
August 28
November 4
November 5
% Present during 2025
(based on time in office)
Richard Peters
P
P
P
A
P
P
P
P
P
P
P
91%
Deborah Jorn
P
P
P
P
P
A
N/A
N/A
N/A
N/A
N/A
83%
Barbara Yanni
P
P
P
P
P
P
P
P
P
P
P
100%
Mark Pykett
P
P
P
P
P
P
P
P
P
P
P
100%
Jabine van der Meijs
P
P
P
P
P
P
P
P
P
P
P
100%
Leonard Kruimer
P
P
P
P
P
P
P
P
P
P
P
100%
Steven Baert
P
P
A
A
P
A
N/A
N/A
N/A
N/A
N/A
50%
Elaine Sullivan
N/A
N/A
N/A
N/A
P
P
P
P
P
P
P
100%
* One-hour meeting for the review and approval of the outcomes of the analysis and the recommendations of the Audit Committee.
Pharming Group N.V. Annual Report 2025 | 89
Summary of specific activities
As described in the section Board of Directors: composition
2025, the composition of the Board of Directors changed in the
year 2025. The Board started the search process, which was led
by the Corporate Governance Committee, that resulted in the
nomination and appointment of Fabrice Chouraqui as the new
Executive Director and CEO.
All Non-Executive Directors were regularly updated and
consulted and also participated in the interviews with the
candidates on the short-list. Following these interviews, the
Board unanimously concluded that Fabrice Chouraqui would be
the right candidate to take over the executive leadership of
Pharming and the Board of Directors adopted a resolution, upon
the recommendation of the Corporate Governance Committee,
to nominate Fabrice Chouraqui to the Extraordinary General
Meeting of Shareholders (EGM) that was convened on March 4,
2025. The Board of Directors also approved, upon the
recommendation of the Remuneration Committee, the
package agreed with Sijmen de Vries in view of his resignation
at the EGM.
In addition, the Board conducted the search process, which was
also led by the Corporate Governance Committee, that resulted
in the nomination and appointment of Elaine Sullivan as the
new Non-Executive Director at the AGM held on June 11, 2025.
The Board of Directors adopted a resolution, upon the
recommendation of the Corporate Governance Committee, to
nominate Elaine Sullivan during an extra meeting held on April
27, 2025. The Board also decided upon changes in the
composition of the Board committees. More details can be
found in the reports from the respective committees as included
below in this chapter.
During the scheduled meetings, the Board of Directors regularly
discussed the Company's long-term strategy and the
accompanying risks.
Building on these updates and discussions, the Board of
Directors, during the meeting on March 12, 2025, discussed and
approved the annual goals and objectives for 2025 as proposed
by the Executive Director — together with the Executive
Committee — to support the execution of the Company's long-
term strategy.
The Board of Directors was regularly updated by the Executive
Director and the Executive Committee during the scheduled
quarterly meetings on the progress made in the further
execution of the Company's strategy. Recurring topics discussed
at these updates included commercial performance (sales
results, forecasts and other developments with regards to
RUCONEST®, in the U.S., Europe and the rest of the world, and
Joenja® in the U.S.), the Group's financial performance and
ongoing clinical studies and product development programs.
A tracker report, summarizing the performance on the specific
Company's annual goals and objectives, was part of the
quarterly updates. The Board of Directors was, accordingly,
also updated regarding the performance on the revenue
guidance disclosed to the market, and supported by the Audit
Committee, approved the recommended increase of the earlier
guidance on the occasion of the publication of the 2Q and 3Q
results, respectively, taking into consideration the continued
strong performance of the Company.
The Board of Directors discussed with the CEO and the Executive
Committee at several occasions the developments regarding the
US tariffs and Most Favored Nations (MFN) executive orders
issued by the US administration, including the potential
mitigating actions under review. The Board of Directors also
discussed with the CEO and the Executive Committee, and
adopted the required decisions for, the proposed
implementation of the organizational restructuring in October
2026. The Board of Directors was kept informed by the CEO and
the Executive Committee on the implementation and also on the
steps taken to amplify the biotech culture across Pharming.
Among the other important topics covered by the Board in 2025
during its scheduled quarterly meetings were the review,
discussion and, if applicable, endorsement and approval of:
the Annual Report for the financial year 2024;
the filing of the 2024 Annual Report on Form 20-F with
the SEC;
the quarterly and full year financial and operational results,
including related press releases;
the proposed grant of share-based compensation to staff
members;
the annual budget for 2026; and
the Company's long-term goals and objectives.
The Board of Directors, supported by the Audit Committee,
discussed at least quarterly with the CEO and the members
of the Executive Committee the enterprise, operational,
compliance, financial and other risks to which the Company is
exposed and the functioning of the Company's internal risk
control framework and enterprise risk framework. The progress
made in resolving the remaining two material weaknesses in the
internal controls, as explained in the Annual Report for the year
2024, related to Pharming's Nasdaq listing and the SOX 404
control framework, was among the matters discussed.
Reference is made to the section Risk management and internal
control in this Annual Report.
Supported by the Audit Committee, the Board of Directors also
reviewed and discussed the management letter, the audit report
and the audit plan, respectively, as submitted by the external
auditor, and the outcome of the annual evaluation of the
performance by the external auditor. The process lead by the
Audit Committee for the selection and nomination of the
external auditor, in preparation for the AGM in May 2026,
was also regularly discussed. Supported by the Audit Committee
the Board of Directors also reviewed and discussed the internal
audit plan, internal audit charter and audit reports, respectively,
as submitted by the internal Audit department.
Pharming Group N.V. Annual Report 2025 | 90
Throughout the year, the Board of Directors, supported by its
Transaction Committee, reviewed certain business development
opportunities presented by the Executive Committee. For
reasons of confidentiality, taking into consideration Pharming's
status of listed company, no further details are provided on any
of the other business development opportunities that were
considered.
The Board of Directors was regularly updated by the Executive
Director and the Executive Committee on the status of the
regulatory approval process for leniolisib, including the EMA
review.
The Board of Directors was also updated regularly on the
international launch plans for leniolisib.
The Board of Directors was also regularly updated and approved,
the plans for the integration of Abliva AB and its subsidiaries,
following the successful completion of the acquisition of Abliva.
The Executive Committee presented to the Board the updated
sustainability (ESG) Program for Pharming, as Pharming is no
longer in scope of the mandatory, regulatory reporting
requirements. Reference is made to the separate section
Sustainability in this Annual Report.
The Board of Directors discussed on March 12, 2025, the
performance by the Executive Director/CEO during the year
2024. This discussion was based on an evaluation by the
Corporate Governance Committee and the Remuneration
Committee of the Executive Director/CEO's performance on
the goals and objectives that had been agreed upon. That same
process was followed in the first quarter of 2026 for the
evaluation of the Executive Director/CEO's performance on the
goals and objectives agreed upon for 2025.
During the meeting on March 12, 2025, the Board of Directors
endorsed the recommendations by the committees on
performance scores and the resulting pay-out for 2024
under the incentive plans as approved by our shareholders in
May 2024.
During the meeting on March 11, 2026, the Board of Directors
endorsed the recommendations by the committees on
performance scores and the resulting pay-out for 2025 under
the incentive plans as approved by our shareholders in May
2024. Reference is made to the section Remuneration Report
The Board of Directors also was consulted on the search for the
new Chief Financial Officer, Kenneth Lynard, who was appointed
as per October 1, 2025, and the new Chief Commercial Officer,
Leverne Marsh, who was appointed as per January 1, 2026.
The Board of Directors adopted written resolutions to approve
their appointments and remuneration packages, based upon
recommendations by the Corporate Governance Committee and
the Remuneration Committee, respectively.
To preserve good governance, both the Board of Directors and
the respective committees, installed by the Board of Directors,
conduct a self-evaluation annually. In accordance with the
DCGC, these evaluations generally cover the work and
functioning of the Board of Directors, and include the activities
in relation to the key objectives and long-term strategy of the
Company, the interaction among the members and in relation to
the Executive Committee, lessons learned, and finally, the
structure and composition of the Board of Directors to ensure
that the members bring the correct skill sets and background
knowledge for the benefit of the Company.
The self-evaluation for the committees also extends to the
activities and functioning (including decision-making processes)
of the committees. Finally, the self-evaluation covers the
effectiveness of the Board Rules and the charters that govern
the activities and decision-making processes by the Board of
Directors and each of the committees, respectively.
The self-evaluation for the year 2025 was held based on the
results from an online survey which was completed by the
members of the Board of Directors. A self-evaluation, supported
by a third-party consultant, is scheduled for 2026. The main
findings and proposed follow up actions based on the self-
evaluation in 2025 were discussed by the Corporate Governance
Committee during their meeting on November 5, 2025, and also
shared with the full Board of Directors during the meeting held
on the same day. In summary, positive feedback was received
on the board dynamics and discussions, the size, composition
and expertise of the Board of Directors and the committees.
Areas were identified for training/deep dives in 2026 to further
strengthen the Board's knowledge and support its oversight role,
including risk management in areas like supply chain and IT and
AI (each time focusing on the role and responsibilities of the
Board). The Board also wish to receive further insights into
patient experiences from the Executive Committee.
Throughout the year 2025, the Board of Directors also engaged
in several training and development initiatives to support the
Board in the exercise of its oversight capabilities. Amongst
others, Board members participated in a training led by a leading
law firm on its fiduciary duties in case of an unsolicited or
solicited takeover bid from a third-party bidder. The Board also
participated in a deep dive session on the napazimone (KL1333)
program, targeting mtDNA-driven mitochondrial disease
including the background and symptoms of the disease and first
study findings.
Pharming Group N.V. Annual Report 2025 | 91
Pharming_JV2025_ Audit Committee.jpg
Committee activities in 2025
Audit Committee
The Audit Committee supports the Board of Directors in
monitoring and ensuring the integrity of the Company's financial
reporting. The committee related tasks and responsibilities
include, without limitation:
the supervision and monitoring of the financial accounting
process;
the monitoring of the effectiveness of the Company's internal
management system, internal audit system, and internal
risk management and control systems;
the review of intended material financial disclosures by
the Company (including the Annual Report, the Annual
Report on Form 20-F, quarterly results and the related draft
press releases);
the review of disclosures in applicable filings as required by
the U.S. Securities Act, the Exchange Act and their related
rules;
the appointment of the Director Audit & Risk, the monitoring
of the independence of the internal audit department and
the annual evaluation of the internal audit department's
performance;
the review of the internal audit plan and audit reports,
respectively;
the nomination for (re)appointment or dismissal of the
external auditor, the monitoring of the external auditor's
independence and the annual evaluation of the external
auditor's performance;
the review of the external auditor's audit plan, management
letter and audit report, respectively;
the monitoring of the Company's funding, application of
information and communication technology by the Company,
including risks relating to cybersecurity, and the Company's
tax policy; and
the monitoring the Company's ESG initiatives and disclosure
to ensure alignment with regulatory requirements,
stakeholder expectations and the Company's strategic
objectives.
The Audit Committee is governed by a charter that complies
with the best practice provisions of the DCGC and applicable
Nasdaq rules. The charter was last updated on March 20, 2024,
following an evaluation by the Audit Committee of the charter
previously approved in December 2020.
Until August 28, 2025, the Audit Committee consisted of
Leonard Kruimer (Chairperson), Deborah Jorn (until June 11,
2025), Barbara Yanni and Jabine van der Meijs. As of August 28,
2025, the Audit Committee consisted of Leonard Kruimer
(Chairperson), Mark Pykett, Jabine van der Meijs and Elaine
Sullivan. The composition of our Audit Committee is consistent
with the best practice provisions of the DCGC and with
applicable SEC and Nasdaq regulations.
The Audit Committee met five times in 2025 (2024: six times),
either virtually or in person (in the USA on March 13, 2025, and
November 4, 2025). The external auditor, Deloitte Accountants
B.V. (Deloitte) attended each meeting of the Audit Committee.
The CEO and, to the extent in office, the CFO attended all
meetings of the Audit Committee as guests.
Pharming Group N.V. Annual Report 2025 | 92
The individual presence (P) or absence (A) of the members of
the Audit Committee, based on their time in office in 2025, is
reflected in the following schedule:
Date
March
11
April
1
May
6
July
29
Nov.
4
% Present during 2025
(based on time in office)
Leonard Kruimer
P
P
P
P
P
100%
Deborah Jorn
P
P
P
N/A
N/A
100%
Barbara Yanni
P
P
P
P
N/A
100%
Jabine van der Meijs
P
P
P
P
P
100%
Elaine Sullivan
N/A
N/A
N/A
P
P
100%
Mark Pykett
N/A
N/A
N/A
N/A
P
100%
Activities in 2025
During the scheduled Audit Committee meetings held in 2025,
the Committee reviewed and discussed: the quarterly and full
year financial statements. During the meeting on April 1, 2025
the Annual Report 2024 and the Annual Report 2024 on Form
20-F were presented and discussed, together with the
presentation by Deloitte of the outcome of the audit for 2024.
The draft press releases were also, each time discussed and each
review resulted in a recommendation to the Board of Directors
for approval and publication. The Audit Committee, during its
review, monitored the financial statements, the sales revenues
and underlying trends, the financing costs, cost control
measures, the supply inventories, developments in the
company's cash position and cash flow, and the impact of
currency exchange risks on presented company results.
During the meetings held on July 29 and November 4, the
proposal from management to increase the 2025 full-year
revenue guidance was discussed, taking into consideration
the strong quarterly performance by the company. The Audit
Committee was also kept updated during each meeting on
the developments regarding the US tariffs and Most Favored
Nations (MFN) executive orders issued by the US administration,
including the potential mitigating actions.
The Audit Committee also received updates on IT and
cybersecurity and, every quarter, outstanding material legal
and compliance risks.
The Audit Committee reviewed and discussed the external
auditor's 2025 audit plan (including proposed fees) and the
management letter submitted by the external auditor.
The Audit Committee approved the 2025 audit plan at the
meeting held on July 29, 2025. The 2025 Audit Plan and the
draft management letters were also shared and discussed
with, and endorsed by the full Board of Directors.
The Audit Committee was updated by the CFO and the Director
Audit & Risk during each of its scheduled meetings on the status
of the implementation of the enhanced internal control
framework and enterprise risk management for compliance by
the Company with the U.S. Sarbanes-Oxley Act, Public Company
Accounting Oversight Board (PCAOB) and other applicable
accounting standards. The progress made in resolving the
remaining two material weaknesses in the internal controls,
as explained in the Annual Report for the year 2024, related to
Pharming's Nasdaq listing and the SOX 404 control framework,
was among the matters discussed.
The Audit Committee also reviewed and discussed the internal
audit reports during the year, including key findings,
recommendations and management responses, to ensure the
adequacy and effectiveness of internal controls and risk
management processes. The results of the 2025 annual re-
assessment of enterprise risks were discussed during the
meeting on November 4, 2025.The Audit Committee updated
the Board of Directors during its scheduled meetings.
The Audit Committee also conducted an annual review of the
Related Person Transactions within the meaning of the
Company's Related Person Policy. The Audit Committee
concluded on November 4, 2025, based on the information
gathered, that (i) each of these transactions was entered into in
the ordinary course of business, and (ii) without the involvement
of the relevant related persons. Accordingly, the Audit
Committee ratified these transactions in accordance with the
prevailing policy. Reference is made to note 16. Related Party
Transactions for the relevant transactions as per December 31,
2025.
Pharming Group N.V. Annual Report 2025 | 93
Pharming_JV2025_Activities in 2025.jpg
Deloitte was appointed by the General Meeting of Shareholders
held on June 11, 2025, as external auditor for the financial year
2025. During its meeting on April 2, 2025, the Audit Committee
discussed and confirmed the independence of the external
auditor. The Audit Committee discussed during its meeting on
March 11, 2025, the outcome of the evaluation and the
performance of Deloitte and its duties as external auditor for the
financial year 2025. The evaluation resulted in an overall positive
outcome.
The Audit Committee decided during its meeting on July 29,
2025, to start the search for a new external auditor for the audit
from the financial year 2026 onwards. The selection process was
decided to be lead by the Chair of the Audit Committee, based
on a process outline approved by the Audit Committee and
endorsed by the Board. The Audit Committee and the Board
were kept informed on the progress by the Chair of the Audit
Committee.
During the meeting held on May 6, 2025, the Audit Committee
reviewed and discussed the CAPEX policy and Corporate
Treasury Policy and made a recommendation to the Board of
Directors to approve the revised policies and the Board of
Directors followed that recommendation at its meeting held on
May 7, 2025.
During its meeting of March 11, 2025, the Audit Committee was
updated on Pharming's ESG program. Due to the EU Omnibus
directive, Pharming is out of scope for the statutory reporting
requirements. The Audit Committee endorsed the proposal to
keep the ESG framework and other infrastructure in place but to
update the program to meet Pharming's needs.
More details can be found in the Sustainability section of this
annual report.
Pharming Group N.V. Annual Report 2025 | 94
Remuneration Committee
The tasks performed by the Remuneration Committee includes,
amongst many items, the preparation and proposals, for the
compensation of individual members of our Board of Directors,
in accordance with the remuneration policy as adopted by our
shareholders, as well as preparing our Remuneration Report to
be included in our Annual Report.
Until August 28, 2025, the Remuneration Committee consisted
of Steven Baert as Chair (until June 11, 2025), and Deborah Jorn
(until June 11, 2025), Mark Pykett and Jabine van der Meijs
(interim chair from June 11, 2025 onwards) as members. Since
August 28, 2025, the Remuneration Committee consisted of
Elaine Sullivan as Chair, and Jabine van der Meijs, Barbara Yanni
and Richard Peters as Members. The composition of our
Remuneration Committee is consistent with the best practice
provisions of the DCGC, SEC and Nasdaq requirements.
The Remuneration Committee met four times in 2025 (2024:
five times), including a combined meeting with the Corporate
Governance Committee on January 21, 2025. The meeting on
March 12, 2025, was held in the USA. The other meetings
were held virtually.
The individual presence (P) or absence (A) of the members of
the Remuneration Committee, based on their time in office in
2025, is reflected in the following schedule:
Date
January 21
March 12
October 9
October 22
% Present during 2025
(based on time in office)
Steven Baert
P
P
N/A
N/A
100%
Deborah Jorn
P
P
N/A
N/A
100%
Mark Pykett
P
P
P
P
100%
Jabine van der Meijs
P
P
P
P
100%
Elaine Sullivan
N/A
N/A
P
P
100%
Richard Peters
N/A
N/A
P
P
100%
The Remuneration Committee is governed by a charter that
complies with the best practice provisions of the DCGC and
applicable Nasdaq rules. The charter was last updated on
March 20, 2024, following an evaluation by the Remuneration
Committee of the charter previously approved in December
2020.
Activities in 2025
During the meeting held on January 21, 2025, which was a
joint meeting of the Remuneration Committee and the
Corporate Governance Committee, the Remuneration
Committee discussed the performance on the targets set for
the incentive arrangements for the Executive Director/CEO
and the members of the Executive Committee, including the
determination for 2024 of the cash bonus and the vesting
percentage for the restricted performance shares for the
performance period 2022-2024.
During the meeting of January 21, 2025, the Remuneration
Committee received an overview of the (1) Benefits & Perks of
the Executive Committee members in the US and the
Netherlands and the (2) pension plans in place in major
countries.
The Remuneration Committee also decided during the same
meeting to engage an independent external consultant for a
benchmark of the remuneration of the Executive Committee.
The results were discussed by the Remuneration Committee
during its meeting on August 27, 2025.
During the meeting held on March 12, 2025, the Remuneration
Committee discussed the company-wide goals and objectives as
proposed by Fabrice Chouraqui, as the new Executive Director,
and the Executive Committee for the short-term incentive plan
2025 and the long-term incentive plan 2025-2027. Related
recommendations were submitted to the Board of Directors.
During the meeting on March 12, 2025, the Remuneration
Committee also decided on the recommendation to the Board
to grant the new CEO and the members of the Executive
Committee restricted performance shares for the performance
period 2025-2027. The meetings resulted in recommendations
on each of the agenda items that were submitted to, and
endorsed by, the Board of Directors on March 12, 2025.
The Remuneration Committee was consulted on the
remuneration package to be paid to Fabrice Chouraqui, as the
new CEO, during the search process and initiated, amongst
others, an external benchmark analysis to ensure consistency of
the package with market standards in the US, the country of
residence of Fabrice Chouraqui. The Remuneration Committee
was also consulted on the package agreed with Sijmen de Vries,
in view of his resignation as CEO with effect from the EGM on
March 4, 2025. More details can be found in the Remuneration
Report as included in this Annual Report. The Remuneration
Committee adopted written resolutions regarding the
remuneration package granted to Fabrice Chouraqui and
the package agreed with Sijmen de Vries.
Pharming Group N.V. Annual Report 2025 | 95
The Remuneration Committee was also consulted on the
proposed remuneration package for Kenneth Lynard, as the
new Chief Financial Officer, and Leverne Marsh, as new Chief
Commercial Officer, and made each time a positive
recommendation to the Board of Directors, via written
resolution adopted outside of a meeting.
During the meeting held on October 9, 2025, the Remuneration
Committee discussed the annual grant of share-based
compensation to staff members which resulted in a related
recommendation that was submitted to the Board of Directors.
During the meeting on October 22, 2025, the Remuneration
Committee discussed the adverse consequences of the double
taxation for Fabrice Chouraqui, as Executive Director and CEO
due to the international tax treaty between the US and the
Netherlands. The Remuneration Committee recommended the
Board to apply tax equalization, in accordance with the authority
granted in the Remuneration Policy. Reference is made to the
Remuneration Report 2025.
The Remuneration Committee also engaged an independent
reward consultancy firm for a review of the Remuneration
Report template to ensure continued alignment of the report
with market practice and applicable rules and regulations. Based
on this review, the Remuneration Committee decided on several
changes, reducing the size of the report, in addition to those
changes already included in the report on the year 2024.
Reference is made to the Remuneration Report 2025 as included
in this Annual Report.
It's been hard because not a lot of people know
about APDS and the emotional and mental effects
of having it. There's not a whole lot of people who
know how to deal with it or support it."
Patient living with APDS
Pharming Group N.V. Annual Report 2025 | 96
Corporate Governance Committee
The Corporate Governance Committee was composed in 2025
of Jabine van der Meijs (Chairperson), Richard Peters, Barbara
Yanni and, until June 11, 2025, Steven Baert. The composition of
our Corporate Governance Committee is consistent with the
best practice provisions of the DCGC, SEC and Nasdaq
requirements.
The main tasks performed by the Corporate Governance
Committee includes monitoring compliance by Pharming with
the DCGC and corporate governance-related laws and
regulations, compliance by Pharming with the Code of Conduct,
monitoring and evaluating the functioning of the Board of the
Directors, its committees and individual members and the
recruitment and selection for nomination of new Directors.
The committee also prepares recommendations to the Board of
Directors regarding the intended appointment of new members
of the Executive Committee. The Corporate Governance
Committee is governed by a charter that complies with the best
practice provisions of the DCGC and applicable Nasdaq rules.
The charter was evaluated and the updated charter was
approved on March 20, 2024.
The Corporate Governance Committee met four times in 2025
(2024: four times), The meetings on March 11, 2025, and
November 5, 2025, were held in the USA. The other meetings
were held virtually. The individual presence (P) or absence (A) of
the members of the Corporate Governance Committee, based
on their time in office, is reflected in the following schedule:
Date
January 21
March 11
May 13
November 5
% Present during 2025
(based on time in office)
Jabine van der Meijs
P
P
P
P
100%
Richard Peters
P
P
P
P
100%
Barbara Yanni
P
P
P
P
100%
Steven Baert
P
P
P
N/A
100%
Activities in 2025
The Corporate Governance Committee conducted a search
for a new Executive Director and Chief Executive Officer, as
successor to Sijmen de Vries, and to this end engaged a leading
global executive search company. The committee coordinated
the process and prepared the nomination to the Extraordinary
General Meeting of Shareholders on March 4, 2025, for the
appointment of Fabrice Chouraqui as the new Chief Executive
Officer and Executive Director.
The Committee was also involved in the determination of the
package agreed with Sijmen de Vries, in view of his resignation
as CEO with effect from the EGM on March 4, 2025. More details
can be found in the Remuneration Report as included in this
Annual Report.
The committee furthermore discussed and prepared for the
scheduled expiration of the mandates of Deborah Jorn,
Jabine van der Meijs, Leonard Kruimer and Steven Baert at the
Annual General Meeting of Shareholders on June 11, 2025.
The Corporate Governance Committee lead the search process
that resulted in the nomination and appointment of Elaine
Sullivan as the new Non-Executive Director at the AGM held on
June 11, 2025. The Board of Directors adopted a resolution,
upon the recommendation of the Corporate Governance
Committee, to nominate Elaine Sullivan during an extra meeting
held on April 27, 2025. The Board also decided upon changes in
the composition of its committees to reflect the changed
composition of the Board, as proposed by the Corporate
Governance Committee.
The committee also prepared the nomination to the Annual
General Meeting of Shareholders on June 11, 2025, for the
reappointment of Jabine van der Meijs and Leonard Kruimer.
The Corporate Governance Committee was updated on the
search for a new CFO and CCO, respectively, and made a positive
recommendation to the Board of Directors on the appointment
of Kenneth Lynard and Leverne Marsh, respectively, each time,
via a resolution outside of a meeting.
Pharming Group N.V. Annual Report 2025 | 97
The Corporate Governance Committee also initiated and
coordinated the annual self-evaluation by the Board of Directors
and the respective committees. The results were discussed
during the meeting on November 5, 2025, and shared thereafter
with the entire Board. Details can be found in the section on the
summary of the activities of the Board of Directors.
The committee will coordinate and monitor the follow-up on
the actions agreed following the self-evaluation. Throughout the
year 2025, the Corporate Governance Committee also
coordinated and monitored the follow up of the agreed actions
of the 2024 Board Evaluation.
During a combined meeting with the Remuneration Committee,
held on January 21, 2025, the Corporate Governance Committee
reviewed the functioning of Sijmen de Vries, as the Executive
Director in 2024, and the Executive Committee in 2024.
The main conclusions and recommendations were submitted
to the Board of Directors for the assessment of the impact on
the vesting of applicable incentive plans. Reference is also made
to the report of the Remuneration Committee.
During the meeting on January 21, 2025, the Corporate
Governance Committee reviewed and discussed the report
listing the described deviations from the Dutch Corporate
Governance Code during the year 2024.
The Corporate Governance Committee also discussed the
people plan as well as the simplified process for performance
management as of 2025, as proposed by the CPO. During
the meeting on November 5, 2025, the plans for updating
the performance management processes were discussed.
The Committee noted to be supportive of this effort and
recommended keeping a strong patient focus culture
and investing in rewards and recognition of performance
to maintain strong workforce engagement.
The Corporate Governance Committee discussed during its
meeting on March 11, 2025, the annual assessment of the
independence of the Non-Executive Directors. It was concluded
that all Non-Executive Directors were independent according
to SEC and Nasdaq requirements and also based on the
independence criteria in the Dutch Corporate Governance Code.
During its meeting of November 4, 2025, the Corporate
Governance Committee also discussed the Competence &
Knowledge Matrix of the Board of Directors and evaluated the
size of the Board of Directors, resulting in positive findings.
During this meeting, the committee also reviewed and discussed
the proposed changes to the Power of Attorney policy and the
updated Anti-Corruption policy. The Committee recommended
the Board to approve the proposed changes and the related
recommendations were made to, and thereafter endorsed by,
the Board of Directors.
The Corporate Governance Committee also reviewed and
approved the proposal for the updated Code of Conduct.
The revised Code of Conduct was approved on September 8,
2025.
During each scheduled meeting the Corporate Governance
Committee was updated by the Business Integrity department
on the Company's performance under the Code of Conduct.
They [local HCPs] don't know anything
to this day. We have to educate
them because they're not fully
aware of the extent of this disease.”
Family living with APDS
Pharming Group N.V. Annual Report 2025 | 98
Transaction Committee
During the financial year 2025, the Transaction Committee
consisted of Barbara Yanni (Chairperson), Richard Peters,
Leonard Kruimer and Mark Pykett.
The main tasks of the Transaction Committee include the review
and assessment of business cases, including the valuation and
analysis of any potential business development transaction,
assessing the fit of that potential transaction with the
Company's strategy and the main risks and mitigating actions,
based on a recommendation and with reference to relevant
documents as submitted by the Executive Director, together
with the Executive Committee, and to make recommendations
to the Board of Directors on a potential business development
transaction.
The Transaction Committee is also entrusted with the review of
potential transaction structures, assessing inter alia the main
risks for the Company and the mitigating actions, as proposed by
the Executive Director, The Transaction Committee reviews and
(if appropriate) approves a draft non-binding Letter of Intent or
Memorandum of Understanding, or any similar draft document
of a non-binding nature, to start a due diligence process for
exploring a potential transaction, including approval of the
issuance of that document to the relevant target company. The
Transaction Committee also reviews and assesses the outcome
of the due diligence process for any transaction, if pursued, to
identify the opportunity and main risks for the Company.
The Transaction Committee is governed by a charter that
complies with the best practice provisions of the DCGC and
applicable Nasdaq rules. The charter was last updated on March
20, 2024, following an evaluation by the Transaction Committee
of the charter previously approved in December 2022.
The Transaction Committee met two times in 2025 (2024:
six times). All meetings were held virtually.
Date
May 27
September 19
% Present during 2025
Barbara Yanni
P
P
100%
Richard Peters
P
P
100%
Leonard Kruimer
P
P
100%
Mark Pykett
P
P
100%
Activities in 2025
The Transaction Committee reviewed certain business
development opportunities presented by the Executive Director,
together with the Executive Committee.
For reasons of confidentiality, taking into consideration
Pharming's status of listed company, no further details are
provided on any of the business opportunities that were
considered.
Pharming Group N.V. Annual Report 2025 | 99
Authorization of the financial statements
The financial statements of Pharming Group N.V. for 2025,
as presented by the Board of Directors, have been audited by
Deloitte Accountants B.V. Their report is included in this Annual
Report in the section Independent auditor's Report.
The financial statements were unanimously approved by the
Board of Directors and the members of the Board of Directors
have signed these Statements on behalf of the Company.
Statement by the Board of Directors
In accordance with best practice 1.4.3 of the Dutch Corporate
Governance Code and Article 5:25c of the Financial Markets
Supervision Act, taking into due consideration the explanation
provided in the preceding paragraph and in the various other
sections of this Annual Report, the Board of Directors states
that, to the best of their knowledge:
This report provides sufficient insight into the nature of the
Company's risk management and control systems and
confirms that the control systems functioned properly in the
year under review;
The report also provides sufficient insights into any
weaknesses or failings in the effectiveness of the internal risk
management and control systems with regard to the risks as
referred to in best practice provision 1.2.1 of the Corporate
Governance Code. In the 2025 financial year, no major
failings have been detected;
The control systems provide reasonable assurance that the
financial reporting does not contain any material
inaccuracies;
The risk management and control systems provide limited
assurance that the 2025 sustainability reporting does not
contain any material inaccuracies;
The Board of Directors is not aware that these systems did
not provide sufficient comfort that the principal operational
and compliance risks identified in the Risk Management
section are effectively managed in line with the Company's
risk appetite. "Sufficient comfort" is to be read as: comfort
considering our risk appetite, the complexity of our company,
inherent limitations to these systems and other disclosures
on these systems in our Management Board report;
Based on the current state of the Company, it is considered
appropriate that the financial reporting is prepared on a
going concern basis; and
The report identifies those material risks and uncertainties,
as referred to in best practice provision 1.2.1 of the
Corporate Governance Code, that are relevant to the
expectation of the Company's continuity for the period of
at least twelve months after the preparation of the report.
Due to the inherent limitations of risk management and control
systems, the above does not imply that these systems and
procedures provide certainty or absolute assurance as to the
achievement of strategic, operational, compliance and reporting
objectives, nor that they can prevent all misstatements,
inaccuracies, fraud, operational issues or non-compliance with
laws and regulations.
We have discussed the above opinion and conclusions with the
Audit Committee, the Board of Directors and the external
auditor.
Accordingly, the Board of Directors declares that, to the best of
its knowledge and in accordance with applicable reporting
principles, the consolidated financial statements give a true and
fair view of the assets, liabilities, financial position and profit of
the Group, and this Annual Report includes a fair review of the
development and performance of the business and the position
of the Group, together with a description of the principal
opportunities and risks associated with the expected
development of the Group.
For a detailed description of the risk factors, we refer to the
Risk management chapter in this report.
In accordance with the foregoing, the Board of Directors
recommends the Annual General Meeting of shareholders to
adopt the 2025 Financial statements and to discharge, and
therefore to release from liability, the members of the Board
of Directors for the exercise of their duties during the financial
year 2025.
Leiden, April 1, 2026
Richard Peters
Mark Pykett
Fabrice Chouraqui
Barbara Yanni
Leonard Kruimer
Jabine van der Meijs
Elaine Sullivan
Collectively the Board of Directors of Pharming Group N.V.
Pharming Group N.V. Annual Report 2025 | 100
Remuneration Report 2025
Letter from the Remuneration Committee Chair
Dear Shareholder,
On behalf of the Remuneration Committee, I am pleased to present to you the Remuneration
Report of Pharming for the financial year 2025.
I am pleased to inform you that during the Annual General Meeting of Shareholders held on June
11, 2025, 98.88% of the votes cast represented a positive advice on the Remuneration Report that
was presented on the financial year 2024.
In this Remuneration Report, the Remuneration Committee reports on how the remuneration
policy for the Board of Directors (hereafter the 'Remuneration Policy') has been put into practice
for our Executive Director/CEO and the Non-Executive Directors during 2025.
The Remuneration Committee, together with an external consultant, considered the feedback from
proxy advisors and investors, on the 2024 Remuneration Report and, amongst other matters,
further clarified the explanation regarding the performance by the CEO on the targets set for the
applicable incentive programs as approved by our shareholders. For example, the quantitative
targets in the 2025 STI scorecard represent more than 70% of the award, resulting in further
increased transparency.
Looking back on 2025
Remuneration Committee activities and developments
Until June 11, 2025, the Remuneration Committee consisted of Steven Baert as Chair and Deborah
Jorn, Mark Pykett and Jabine van der Meijs as members. Since June 11, 2025, following the changes
in the composition of the Board of Directors as of that date due to the scheduled expiration of the
mandates of Deborah Jorn and Steven Baert, the Remuneration Committee consisted of Jabine van
der Meijs, Barbara Yanni and Richard Peters as members and myself as Chair.
The Remuneration Committee met five times in 2025 (including a combined meeting with the
Corporate Governance Committee on January 21) to discuss the proposals and prepare
recommendations to the Board of Directors regarding the compensation of the Executive Director/
CEO, in accordance with the Remuneration Policy and incentive programs as adopted and approved
by our shareholders, and the compensation of the members of the Executive Committee. Details on
the activities of the Remuneration Committee can be found in the Annual Report.
Remuneration Executive Director in 2025
Base salary
Sijmen de Vries served as Executive Director/CEO up to and including the Extraordinary General
Meeting of Shareholders held on March 4, 2025 (hereafter the “EGM”). As announced during the
EGM, Sijmen de Vries remained a strategic advisor to the new CEO following the EGM until
December 31, 2025. In the latter capacity, Sijmen de Vries continued to receive the monthly base
salary up to and including December 31, 2025. His annual base salary for 2025 was €642,701 or
US$723,617 (2024: €642,720 or US$694,000). More details on the settlement of Sijmen de Vries's
outstanding contractual rights can be found in Part II of this Remuneration Report. These details
were also included in the materials that were published for the EGM, such as the Explanatory Notes
to the agenda that can be found on our website.
During the EGM, our shareholders were informed that the annual base salary for Fabrice
Chouraqui, as new Executive Director/CEO, had been set at US$750,000 for the full year 2025.
The Board of Directors explained at the EGM, to be of the opinion that the base salary and the
other components of Fabrice Chouraqui's remuneration package, were deemed appropriate in
view of Fabrice Chouraqui's strong track record as a global pharmaceutical and biotechnical leader,
and the wealth of global expertise and deep international experience, across the entire
biopharmaceutical value chain, that he would bring to Pharming. In addition, in accordance with
the Remuneration Policy, the annual base salary for 2025 was set with reference to the assigned
tasks and responsibilities and U.S. benchmark data provided by AON Radford, taking into
consideration that Fabrice Chouraqui is residing in the United States of America. Fabrice Chouraqui
started as observer on February 1, 2025, and therefore, he received a pro-rata amount of
US$687,500 for the period February 1, 2025, up to and including December 31, 2025.
More details on the remuneration package granted to Fabrice Chouraqui, as Executive Director and
CEO, as approved (to the extent applicable) by our shareholders at the EGM, are provided in Part I
of this Remuneration Report. The buy-out award arrangement agreed with Fabrice Chouraqui by
way of compensation for the forfeited bonus and equity awards from his previous employer can be
found in Part II of this report.
Pharming Group N.V. Annual Report 2025 | 101
Incentive plans performance
2025 performance and STI outcome (annual bonus in cash)
Pharming delivered a very strong final performance in 2025, with RUCONEST® continuing to grow in
an increasingly competitive environment, while Joenja® uptake accelerated with rising U.S. patient
demand and international expansion. Solid progress was also made on several other targets that
had been set for the year.
The company ended 2025 on a strong note, exceeding the upwardly revised revenue guidance
range of US$365-$375 million provided in November 2025 for the full year 2025 and representing
approximately 27% growth compared to 2024.
Taking into consideration the strong performance in 2025, the Remuneration Committee calculated
a total payout percentage of 147.4% on all one-year financial and non-financial targets that had
been set for the STI 2025. A detailed balanced scorecard on the financial and non-financial targets,
including the calculation of the respective payout results for each quantifiable target based on the
applicable schedule, can be found in Part II of this Remuneration Report.
STI payout to Sijmen de Vries, as Executive Director/CEO until March 4, 2025
As announced during the EGM, Sijmen de Vries remained entitled to receive the gross amount in
settlement of the Short-Term Incentive Plan for the year 2025 pro-rata for the period January 1,
2025 up to and including the date of the EGM. Accordingly, the total weighted payout result of
147.4% on all KPIs was multiplied by the 70% 'on-target' score to calculate the total payout amount
on the STI 2025. The Remuneration Committee concluded that this resulted in a pro-rata cash
payment to Sijmen de Vries, as Executive Director/CEO until March 4, 2025, equal to 103.2% of his
fixed annual salary, i.e., (pro-rated up to and including the date of the EGM) €118 thousand
(US$132 thousand) gross.
STI payout to Fabrice Chouraqui, as Executive Director/CEO since March 4, 2025
As approved by our shareholders during the EGM, the on-target score for the STI was set for
Fabrice Chouraqui at 75% of his annual base salary and the maximum payout at 150% of the annual
base salary. Accordingly, the total weighted payout result of 147.4% on all KPIs for the 2025 STI
was multiplied by the 75% 'on-target' score to calculate the total payout amount on the STI 2025.
The Remuneration Committee concluded that this resulted in a pro-rata cash payment to
Fabrice Chouraqui (who joined as observer on February 1, 2025 and was appointed as new
Executive Director/CEO on March 4, 2025) equal to 110.6% of his fixed annual salary for 2025, i.e.,
US$760 thousand gross.
2023-2025 Executive LTI performance
As announced during the EGM, Sijmen de Vries remained entitled to the vesting of the restricted
shares granted to him pursuant to the LTI for the performance period 2023-2025, pro-rata up to
and including June 11, 2025, (i.e., the originally scheduled date of the expiration of the mandate of
Sijmen de Vries as Executive Director). Fabrice Chouraqui has no right to receive shares as awarded
under the LTI for the performance period 2023-2025.
1,369,827 conditional (restricted) shares were awarded to Sijmen de Vries, as former CEO, for the
performance years 2023 up to and including 2025. Vesting of the shares was subject to the
performance of the CEO on the applicable long-term targets, which was a combination of Total
Shareholder Return (40% weighting) and strategic corporate objectives (60% weighting), during the
performance period.
The scores for the 2023-2025 performance period are summarized in the below table:
Component
Max. weight
Actual weight based
on performance
TSR
40%
16%
Strategic Objectives
60%
65%
Weighted outcome
100%
81%
A detailed balanced scorecard can be found in Part II of this Remuneration Report.
The total vesting level of 81% resulted in a total number of 1,109,560 unconditional shares (gross)
that vested for Sijmen de Vries, as the former Executive Director/CEO, pro-rata up to and including
June 11, 2025.
I look forward to presenting this Remuneration Report at the Annual General Meeting of
Shareholders on May 28, 2026. On behalf of the Remuneration Committee and the Non-Executive
Directors, I would like to thank you for your continued support of Pharming.
Elaine Sullivan
Chair of the Remuneration Committee
Pharming Group N.V. Annual Report 2025 | 102
Shareholder voting at General Meeting of Shareholders
The following table sets out the voting results in respect of resolutions relating to remuneration
over the past years.
Resolution
% Votes in Favor
2024 Remuneration Report (voted on June 11, 2025)
Advisory
98.88%
Approval remuneration package new CEO, to the extent applicable
(voted on March 4, 2025)
Binding
98.11%
2024 Remuneration Policy (voted on May 21, 2024)
Binding
94.20%
I don't know my life without pain. For me, it was normal to have
pain. I guess that's why I don't talk about the pain aspect of it,
because it's normal to me... I don't know my life without it…
when I'm going to swell, my nerves are very sensitive,
I have to wear skirts, I can't shower, can’t have anything
touch me. And I have bone pain… it feels like something is
scraping my bones and I still have that [even with medication].
I have a handicapped tag and people stare at me, but my pain
is sometimes a 15 on a 10 scale.”
Patient living with HAE
Pharming Group N.V. Annual Report 2025 | 103
Part I: Brief Summary of the Executive Director remuneration elements
The remuneration package of the Executive Director is simple and transparent in design, based on the Remuneration Policy as approved by our Shareholders and consists of the following key elements:
Remuneration element
Purpose
Design and link to strategy
Value
Base salary
• Involves fixed cash compensation.
• To provide a fair and competitive basis for the total pay
level to attract high caliber leaders.
• In-depth benchmark annually.
• Facilitates recruitment and retention, and is the basis for
competitive pay.
• Rewards performance of day-to-day activities.
• Base salaries at Pharming target the median of the labor market peer
group with possible exceptions based on experience.
• The actual salary is to be determined based on the country of
residence.
• Any remuneration increases are in line with the wider workforce and
typically effective from the 1st of January each year. 
Pension
• Defined-Contribution Pension Plan for Executive
Directors based in the Netherlands.
• Alternative pension benefits for Executive Directors
based in other countries, with a value aligned with
similar benefits offered to Pharming's staff members in
the jurisdiction where the relevant Executive Board
Member is residing (e.g., 401k in the U.S.).
• Provides for employee welfare and retirement needs.
• Designed to be competitive in the relevant market.
• The CEO and Executive Committee receive a pension plan
that is the same as all eligible Pharming employees. No
additional executive pension benefits are awarded.
• NL: pension contributions for the CEO if residing in the Netherlands, in
accordance with the plan that also applies to the other employees
based in the Netherlands.
• Other countries: value aligned with similar benefits offered to
Pharming's staff members in the jurisdiction where the relevant
Executive Board Member is residing.
Benefits
• Provides a range of benefits, including, but not limited
to a car lease scheme, aligned with plans and programs
offered to staff members in place of residence.
• Provides market competitive benefits to aid retention.
• The CEO and Executive Committee receive the same
benefits as eligible Pharming employees. No additional
executive benefits are granted.
• NL: holiday allowance: 8.33% of the base salary.
• Other countries: value aligned with similar benefits offered to senior
staff members in place of residence.
Short-term variable
remuneration
• Based on achieving annual measured, financial and non-
financials goals.
• Aims, at target level, for the median of the labor market
peer group.
• Is paid 100% in cash.
• Drives and rewards sound business decisions for the short-
term prospects of Pharming.
• Aligns Executive Directors and shareholder interests.
• At least 50% of the bonus opportunity is linked to financial
performance.
• Strategic goals and sustainability goals are set.
• The committee undertakes a thorough assessment to
ensure that targets are rigorous and sufficiently stretched.
• On-target performance: 70% for the CEO / 50% of annual base salary
for other Executive Board Members. For Fabrice Chouraqui (as
approved at the EGM): 75% on-target performance.
• Maximum opportunity for CEO capped at 140% of base salary. For
    Fabrice Chouraqui (as approved at the EGM): 150% of base salary.
• Threshold: 80% for each quantifiable target separately.
• From the STI for 2024 onwards, a maximum of 200% applies for
payout on each individual target.
• Below threshold: no STI payout on targets below threshold level.
• STI payout is made in cash.
• The Remuneration Committee may apply judgement with discretion
to make appropriate adjustments to the annual bonus.
Pharming Group N.V. Annual Report 2025 | 104
Remuneration element
Purpose
Design and link to strategy
Value
Long-term variable
remuneration (Executive
LTI program)
• Is based on achieving three-year TSR (40% weighting)
and strategic targets (60% weighting).
• Aims, at target level, for the median of the peer group.
• Is awarded through the vesting of shares, net of taxes.
• Vested shares are blocked for another two years, with a
five-year holding restriction since the date of the
conditional performance grant.
• Drives and rewards sound business decisions for the long-
term prospects of Pharming.
• Aligns Executive Director's and shareholder interests.
• Supports Executive Board retention.
• On-target performance: 300% of annual base salary for the CEO.
  For Fabrice Chouraqui (as approved at the EGM): 425% on-target 
  performance.
• Maximum opportunity for CEO capped at 450% of base salary.
  For Fabrice Chouraqui (as approved at the EGM): 637.5%
• Threshold (as from the LTI for 2023-2025 onwards): 80% for each
  quantifiable target separately.
• From the LTI for 2024-2026 onwards, a maximum of 200% applies
  for each individual target.
• Below threshold: no vesting on targets below threshold level.
• LTI payout is made in shares.
Mandatory share ownership
and holding requirement
• To further align the interests of executives to
  shareholders.
• The minimum shareholding requirement is 400% of annual base
  compensation for the CEO. The CEO may decide to accrue the
  required minimum shareholding over time by the vesting of after-
  tax performance shares from the Executive LTI program, without
  the requirement for own purchases.
Severance pay
• Ensure upfront clarity on pay in case of early departure.
• Payments related to the early termination of a contract
  reflect  performance achieved over time and shall not
  reward failure.
• Maximum severance pay is 100% of the fixed annual
  remuneration. Not awarded in case of early termination at the
  CEO's initiative unless due to culpable conduct or neglect by the
  Company and/or due to the CEO's culpable conduct or gross
  negligence.
  As approved at the EGM, Fabrice Chouraqui will be entitled as CEO to
  a severance pay:
a. equal to 200% of his fixed annual base salary, in case of a
termination of his mandate as CEO without cause within twelve (12)
months following a change of control of Pharming; and
b. absent a change of control as described sub a., equal to 100% of his
fixed annual base salary in case of any other termination of the
mandate and contract by Pharming without cause, or by the CEO for
good reason (i.e., serious culpable conduct or neglect on the part of
Pharming).
As announced to our shareholders in preparation for the EGM, Fabrice Chouraqui, as a U.S.
resident, has entered into a contract with Pharming Healthcare Inc., the 100%-owned U.S.
subsidiary of Pharming for an indefinite term.
Pharming Group N.V. Annual Report 2025 | 105
Peer group
European peers
US peers
ADC Therapeutics CH
Akebia Therapeutics (NEW)
Autolus Therapeutics London
Anika Therapeutics
Basilea Pharmaceutica Basel
Ardelyx (NEW)
Bavarian Nordic Hellerup DK
BioCryst Pharmaceuticals
BioGaia Stockholm
Coherus BioSciences
Biotest Dreieich
Collegium Pharmaceutica
Cosmo Pharmaceuticals Dublin
Esperion Therapeutics (NEW)
Formycon Planegg DE (NEW)
Harmony Biosciences (NEW)
Galapagos BE
Heron Therapeutics
Idorsia CH (NEW)
Ligand Pharmaceuticals
Immunocore UK (NEW)
MannKind
Kiniksa Pharmaceuticals UK (NEW)
Mirum Pharmaceuticals
Merus Utrecht
Rigel Pharmaceuticals
Oxford Biomedica Oxford
Supernus Pharmaceuticals
Santhera Pharmaceuticals CH (NEW)
Travere Therapeutics
uniQure Amsterdam
Vanda Pharmaceuticals
Valneva Saint-Herblain
Xeris Biopharma (NEW)
The Remuneration Committee initiated a review of the peer group in 2025 to ensure the continued
best fit of the included companies in terms of financial, market and business profile, sector, and
business/product focus while taking into consideration Pharming's positioning among the peer
group and in respective markets. This review resulted in the following changes:
MorphoSys (EU), Immunogen (US), and Intercept Pharmaceuticals(US)  were acquired by
Novartis, AbbVie and Alfasigma, respectively, and were, therefore, removed from the peer group.
In addition, the following companies were removed:
US peers:
- Enanta Pharmaceuticals
- Ironwood Pharmaceuticals
- Karyopharm Therapeutics
European peers:
- Alliance Pharma
- Camurus
- Innate Pharm
- Zealand Pharma
Several new companies were added. These companies have been highlighted as "NEW" in the
above overview.
Pharming Group N.V. Annual Report 2025 | 106
Part II: Executive Director remuneration paid in 2025
Settlement contractual rights Sijmen de Vries, as former Executive Director/CEO
until March 4, 2025
Sijmen de Vries, as former Executive Director/CEO, resigned from the Board of Directors effective
at the closing of the EGM on March 4, 2025. As announced to our shareholders in preparation for
the EGM, it was agreed that Sijmen de Vries remained a strategic advisor to the new CEO until
December 31, 2025. In that capacity, Sijmen de Vries continued to receive his monthly base salary,
based on his 2024 base salary, up to and including December 31, 2025.
In recognition of Sijmen de Vries's dedicated commitment to Pharming over the past 16 years and
his willingness to remain available as a strategic advisor to the new CEO to ensure a smooth
transition in the best interest of Pharming, the Board of Directors granted Sijmen de Vries the
status of Good Leaver as defined in his contract. Accordingly, as announced to our shareholders in
preparation for the EGM in the Explanatory Notes to the agenda that can be found on our website,
the Board of Directors decided that:
Sijmen de Vries will receive the gross amount in settlement of the Short-Term Incentive Plan for
the year 2025 pro-rata for the period January 1, 2025, up to and including the date of the EGM,
in accordance with the regular schedule (no accelerated payout) and subject to the score on the
performance targets; and
the restricted shares granted to Sijmen de Vries pursuant to the Long-Term Incentive Plan for
the performance periods 2023-2025 and 2024-2026, will vest in the first quarter of the year
2026 and the first quarter of the year 2027, respectively. These vesting dates are in accordance
with the regular vesting schedule (no accelerated vesting). Vesting will be subject to the score
on the performance targets and the vesting percentage will be calculated pro-rata up to and
including June 11, 2025, (i.e., the originally scheduled date of the expiration of the mandate of
Sijmen de Vries.
Sijmen de Vries waived his right to the grant of new restricted shares pursuant to the Long-Term
Incentive Plan for the performance period 2025-2027 and has not received a severance payment.
The described settlement of Sijmen de Vries's outstanding contractual rights ensured that the tax
liabilities for Pharming are kept to a minimum. It has been assessed that no excessive tax levy
(under article 32bb of the Dutch Wage Tax Act 1964) applies to Pharming in relation to the
settlement agreed with Sijmen de Vries for the full year 2025. For 2026, a separate assessment will
be performed to evaluate any LTI payouts made during that year.
Details on the total payout to Sijmen de Vries in 2025, consistent with the information on the
settlement of Sijmende Vries' contractual rights as shared with our shareholders in preparation for
the EGM held on March 4, 2025, are included in the respective sub-sections of Part II of this
Remuneration Report.
One-off compensation Fabrice Chouraqui, as new Executive Director
As shared with our shareholders on our website on February 26, 2025, in preparation for the EGM,
Fabrice Chouraqui, as new Executive Director/CEO, received one-off compensation, by way of a
buy-out award arrangement, in the first quarter of 2025 for the cash bonus and equity awards that
he forfeited due to his resignation from his previous role at Cellarity, Inc., to become the new CEO
of Pharming, i.e., (like-for-like) cash compensation equal to the forfeited value of Fabrice
Chouraqui's entitlement to a short-term incentive plan in cash and compensation in the form of
shares for the loss of value of equity awards.
Based on the statement received from Cellarity, Inc., as verified by Pharming, the total forfeited
value was US$990,000, of which US$110,000 represents the forfeited cash bonus and US$880,000
the forfeited equity awards, i.e., share option rights with a four-year anticipated vesting period.
This total forfeited value is substantially lower than the maximum value of US$3,200,000 as was
mentioned in the Explanatory Notes for the EGM.
The Board of Directors decided to grant Fabrice Chouraqui the following one-off, like-for-like
compensation, by way of buy-out award and in full and final settlement of his right to
compensation:
(i) US$110 thousand paid in cash for the 2024 annual incentive forfeiture; and
(ii) US$880 thousand awarded in Restricted Share Units, which are subject to vesting in four (4)
equal annual tranches of 25% each.
These details were all already shared with our shareholders, both on our website on February 26,
2025, in preparation for the EGM, and also during the EGM. The first tranche of the one-off RSU
award, as part of the buy-out award, vested on February 1, 2026, and resulted in the transfer to
Fabrice Chouraqui of 161,425 unconditional shares (post-tax).
Pharming Group N.V. Annual Report 2025 | 107
Annual remuneration package paid in 2025
The tables below show the total remuneration paid to Sijmen de Vries and Fabrice Chouraqui,
respectively, expressed in a single figure and, for Sijmen de Vries compared to 2024. All amounts
were paid to Sijmen de Vries in euros and to Fabrice Chouraqui in US$. All amounts have been
rounded. The US$ figures for Sijmen de Vries have been included to ensure consistency with the
other chapters of the 2025 Annual Report, applying an FX rate of 1.1259 (average 2025) for the
amounts paid in 2025. The amounts paid in 2024 have been calculated using an FX rate of 1.0804
(average 2024).
Sijmen de Vries served as Executive Board Member and CEO until March 4, 2025. Thereafter,
he continued to provide services to the Company in a consulting capacity from March 4, 2025 to
December 31, 2025. Fabrice Chouraqui commenced employment on February 1, 2025, and served
as Executive Board Member and CEO from March 4, 2025 through December 31, 2025.
The compensation disclosed below reflects their remuneration for the full 2025 financial year,
up to and including December 31, 2025:
in EUR '000 (US$ '000)
Year
Base Salary
STI
LTI Value of units vesting
Pension cost
Other emoluments
Total
Sijmen de Vries, CEO until
March 4, 2025
2025
€643
US$724
€118
US$132
€1,582
US$1,781
€156
US$176
€32
US$36
€2,531
US$2,850
2024
€643
US$694
€383
US$414
€1,801
US$1,946
€107
US$116
€32
US$35
€2,966
US$3,205
in EUR '000 (US$ '000)
Year
Base Salary
STI
LTI Value of units vesting
Pension cost
Other emoluments
Total
Fabrice Chouraqui, CEO
from March 4 2025
2025
€611
US$688
€675
US$760
€0
US$0
€7
US$8
€345
US$388
€1,638
US$1,844
Proportion of fixed and variable remuneration, including fair value costs for Pharming
The following tables reflect the amounts of fixed and variable remuneration paid to Sijmen de Vries
and Fabrice Chouraqui, respectively, as the CEO/Executive Director in 2025 and, for Sijmen de Vries,
in the past years, together with the fair value share-based payment costs incurred by Pharming and
consistent with the information shared with our shareholders in preparation for the EGM held on
March 4, 2025.
The amount of share-based compensation as reflected in the table includes the (pro-rata) fair
value of the granted but unvested restricted shares that were granted in 2022, 2023, 2024 and
2025 to the CEO pursuant to the Executive LTI Program. In accordance with the Remuneration
Policy, The Board of Directors decided to apply tax equalization on Fabrice Chouraqui's gross salary
to mitigate the adverse consequences of double taxation in the Netherlands and the U.S., which
resulted in a payment of US$187 thousand in 2025, included in the column Other emoluments in
the table above.
Other items included in Other emoluments for Fabrice Chouraqui relate to the US$110 thousand
payment for the 2024 annual incentive forfeiture, as part of the buy-out award arrangement as
outlined above, as well as other customary allowances.
Pharming Group N.V. Annual Report 2025 | 108
in EUR '000 (US$ '000)
Year
Base Salary
STI
Share based compensation
er emolum,ents
Other emoluments
Total
Sijmen de Vries, CEO
2025
€643
US$724
€118
US$132
€762
US$858
€156
US$176
€32
US$36
€1,711
US$1,926
2024
€643
US$694
€383
US$414
€914
US$987
€107
US$116
€32
US$35
€2,079
US$2,246
2023
€624
US$673
€570
US$615
€1,271
US$1,371
€107
US$115
€32
US$35
€2,604
US$2,809
2022
€603
US$636
€374
US$394
€1,158
US$1,221
€ 106
US$112
€ 32
US$34
€2,273
US$2,396
2021
€574
US$681
€301
US$357
€1,344
US$1,594
€ 101
US$120
€ 32
US$38
€2,352
US$2,790
in EUR '000 (US$ '000)
Year
Base Salary
STI
Share based compensation
Pension cost
Other emoluments
Total
Fabrice Chouraqui, CEO
2025
US$688
US$760
US$1,335
US$8
US$388
US$3,179
My anxiety comes from
worrying that I won't be able
to get to medical help in time.”
Patient living with HAE
Pharming Group N.V. Annual Report 2025 | 109
Fixed remuneration
Base salary
The following tables reflect the pro-rata gross annual base salary (fixed remuneration) of
Sijmen de Vries and Fabrice Chouraqui, respectively, paid in the financial year 2025:
Fixed Remuneration
in '000 in 2025
Fixed Remuneration
in '000 in 2024
Sijmen de Vries
€643
(US$724)
€643
(US$694)
Fabrice Chouraqui
US$688
N/A
All amounts were paid to Sijmen de Vries in euros and to Fabrice Chouraqui in US$. The amounts
have been rounded. The US$ figures have been included to ensure consistency with the other
sections of this 2025 Annual Report, applying an FX rate of 1.1259 (average 2025) for the amounts
paid in 2025. The amounts paid to Sijmen de Vries in 2024 have been calculated using an FX rate of
1.0804 (average 2024).
Benefits
The Executive Director/CEO is entitled to additional benefits, as further described in Part I of this
Remuneration Report. These benefits are fully consistent with those offered to other eligible
Pharming employees.
In the Netherlands, salaries are paid in 12 monthly installments and one additional monthly
installment, entitled 'holiday allowance' which is paid typically in May/June. The allowance is equal
to 8.33% of the base salary and included in the gross annual salary of staff and those Executive
Board Members residing in the Netherlands.
Pension
The Executive Director/CEO pension arrangements for Executive Board Members are further
described in Part I of this Remuneration Report.
Variable remuneration
The Remuneration Committee reviewed the performance of Sijmen de Vries as the Executive
Director/CEO up to March 4, 2025, and of Fabrice Chouraqui as the new Executive Director/CEO
since that date. During 2025, remuneration was paid in accordance with the Remuneration Policy
and, for Fabrice Chouraqui, the approvals by our shareholders during the EGM, as further described
in Part I.
A. Short-term variable remuneration (STI): cash
As announced in the 2024 Remuneration Report, the results on each of the KPIs for the 2025 STI are
to be calculated in accordance with the following table:
Actual score compared to target
Payout %
<80%
—%
On target
100%
Each 1% exceeding target
+3%
Each 1% below target
(3%)
Pharming Group N.V. Annual Report 2025 | 110
Accordingly, the results on the targets for the 2025 STI are summarized in the table below:
Weight
Strategic target
KPI
Target
Outcome
Weighting
Achievement
Actual weighting
(updated)
20%
Develop a high performing organization
Staff voluntary turnover rate
10-12%
5.7%
10.0%
200.0%
21.5%
Employee engagement score 2025 3rd
quartile
50-75% (Glint)
Deferred
10.0%
0.0%
0.0%
50%
Implementation financial strategy to
ensure sustainable long-term value
creation
Net revenues of USD 317M
US$317,000,000
US$376,134,000
20.0%
157.0%
33.7%
Operating result (USD 13M loss)
-US$13,000,000
US$25,842,000
20.0%
200.0%
42.9%
Cash (USD 104M)
US$104,000,000
US$179,101,000
10.0%
200.0%
21.5%
6%
Flawless execution of pipeline
development strategy
Joenja® patients on paid therapy
(160 by YE 2025)
160
165
6.0%
109.0%
7.0%
24%
On track for EMA MAA approval in 2026
Submission in January 2026
Completed
6.0%
100.0%
6.4%
FDA submission of efficacy supplement
Submit in 2025
Submission completed July 2025, accepted
for Priority Review
2.0%
100.0%
2.1%
Complete enrollment for LE-3302
Complete in 2025
Enrolment completed in Q2 2025
2.0%
100.0%
2.1%
JP submission
Submit in 2025
Submission completed in June 2025
2.0%
100.0%
2.1%
PIDs trial enrollment
12 patients enrolled in 2025
10 patients enrolled in 2025
3.0%
50.0%
1.6%
CVID trial enrolment
20 patients enrolled in 2025
15 patients enrolled in 2025
3.0%
0.0%
0.0%
KL1333 Wave 2
Open for enrollment by Q3 2025
First patient enrolled April 2025
3.0%
100.0%
3.2%
KL1333 OLE
Submission to FDA of open label extension
study by YE 2025
Submitted to FDA in Q4 2025
3.0%
100.0%
3.2%
Total
100.0%
147.4%
The Board of Directors decided to not conduct the employee engagement survey in the fourth
quarter, given the organizational restructuring that was implemented in October and not foreseen
in the scorecard for 2025. The Board of Directors, upon the recommendation of the Remuneration
Committee, decided to remove the KPI from the 2025 STI and to reallocate the weighting
proportionally to the other KPIs (the 90% weighting assigned to all other KPI's considered to equal
100%).
Pharming Group N.V. Annual Report 2025 | 111
The Remuneration Committee concluded that the total weighted payout result of 147% on all KPIs
results in the following cash payments to Sijmen de Vries and Fabrice Chouraqui, respectively:
STI payout to Sijmen de Vries, as Executive Director/CEO until March 4, 2025
The total weighted payout result of 147.4% on all KPIs was multiplied by the 70% 'on target'-
score to calculate the total payout amount on the STI 2025 and this resulted in a pro-rata cash
payment to Sijmen de Vries, as Executive Director/CEO until March 4, 2025, equal to 103.2% of
the fixed annual salary, i.e., €118 thousand (US$132 thousand) gross (pro-rata until March 4,
2025).
STI payout to Fabrice Chouraqui, as new Executive Director/CEO since March 4, 2025
The total weighted payout result of 147.4% on all KPIs for the 2025 STI was multiplied by the
75% 'on-target' score to calculate the total payout amount on the STI 2025 and this resulted in a
pro-rata cash payment to Fabrice Chouraqui (who joined as observer on February 1, 2025 and
was appointed as new Executive Director/CEO on March 4, 2025) equal to 110.6% of his fixed
annual salary for 2025, i.e., US$760 gross (pro-rata).
Payout of STI variable remuneration takes place only after verification by the external auditor of the
Company's financial statements, including the financial KPIs on which the financial STI targets are
based.
B. Long-term variable remuneration (LTI): shares
As announced during the EGM, Sijmen de Vries remained entitled to the vesting of the restricted
shares granted to him pursuant to the LTI for the performance periods 2023-2025 and 2024-2026,
respectively, pro-rata up to and including June 11, 2025, (i.e., the originally scheduled date of the
expiration of the mandate of Sijmen de Vries as Executive Director). 
The following table summarizes the tranches of shares for performance periods of three years each
that were awarded to Sijmen de Vries in 2023 and 2024, respectively:
Name
Number of restricted LTI shares granted
in 2023 (vesting Q1 2026)
Number of restricted LTI shares granted
in 2024 (vesting Q1 2027)
Sijmen de Vries
1,681,570
1,824,602
Sijmen de Vries waived his right to the grant of new restricted shares pursuant to the Long-Term
Incentive Plan for the performance period 2025-2027.
The following table summarizes the restricted shares for the performance period 2025-2027 that
were awarded to Fabrice Chouraqui in 2025 but have not yet vested:
Name
Number of restricted LTI shares granted
in 2025 (vesting Q1 2028)
Fabrice Chouraqui
3,614,572
Vesting Executive LTI 2023-2025
The vesting results for the Executive Plan for the performance years 2023-2025 are explained
below.
In accordance with the applicable terms and conditions, the vesting of the shares is determined
based on the performance of the CEO on the applicable long-term targets, which were a
combination of Total Shareholder Return (40% weighting) and the performance on the strategic
corporate objectives (60% weighting) during the respective calendar years 2023-2025.
Total Shareholder Return metrics and targets (40% of LTI award)
Set out below is a summary of Pharming's TSR performance relative to its peers as part of the TSR
element of the Executive LTI program, based on the table included in the remuneration policy.
Metric
Targets
Actual
TSR relative
to ASCX and
IBB ETF index
Below
index
Equal
to
index
10%
above
index
20%
above
index
40%
above
index
60%
above
index
80%
above
index
100%
above
index
Position
Relative
to ASCX
index
+15%
Position
relative
to IBB ETF
index
+22%
Vesting
0
80%
90%
100%
110%
120%
130%
150%
Pay-out
90%
Vesting
100%
The share-price performance of Pharming shares over the performance period 2023-2025 was
measured by comparing the VWAP as per January 1, 2023, versus the VWAP as per January 1, 2026,
in accordance with the provisions of the Remuneration Policy.
Pharming Group N.V. Annual Report 2025 | 112
At the start of the 2023–2025 performance period, Pharming was listed in the ASCX index.
During the performance period, Pharming transitioned back to the AMX. Therefore, TSR
performance was calculated and weighted on a pro-rata basis, reflecting the time Pharming
was included in each index. The ASCX index increased 34.8% compared to the increase of the
Pharming share by 9.7%. This results in a score of -25.1% below the index (Jan 2023 – Sep 2025).
The AMX index decreased by 1.1% whereas the Pharming share increased by 15.8%, resulting
in a score of +16.9% above the index (Sep 2025 – Dec 2025). The weighted average of the TSR
compared to the ASCX and AMX indices is -21.3% for the full period. Compared to the vesting
schedule included in the Remuneration Policy, this results in a 0% achievement.
The IBB ETF index increased by 27.4% over the performance period whereas the Pharming share
increased by 27.0%. Compared to the vesting schedule included in the Remuneration Policy,
this results in a 80% achievement and a 16% impact on the total vesting percentage. 
We [are] so grateful for genetic testing!
That's the key that unlocks the mystery."
Caregiver to a patient living with APDS
Pharming Group N.V. Annual Report 2025 | 113
Strategic objectives outcomes (60% of award)
A summary of the CEO's performance on the strategic objectives for the years 2023-2025 is set out
below:
Target
KPI
Outcome
Weighting
Achievement
Actual weighting
1. RUCONEST®: serving the needs of HAE patients,
continuing to drive sales
On target: 5% growth over 3-year period (1,64%
CAGR)
Above target: >5% growth
Above target achieved: RUCONEST® revenue
increase from US$227m in FY2023 to US$318m in
FY2025. CAGR (FY2023 - 2025): 18.3% (i.e.16.7%
above the target)
10%
150%
15%
2. Joenja® (leniolisib) – geographic expansion
On target: at least 16 countries by YE 2025
Above target: >16 countries by YE 2025
Above target achieved: Joenja® distributed in 23
markets (including US and Canada), 44% above the
target.
10%
200% (capped)
20%
3. Joenja® (leniolisib) – lifecycle management (new
indications)
On target: completed clinical development of at least
1 new indication leniolisib by YE 2025, dependent on
successful Phase II study.
Above target: completed clinical development of at
least 2 new indications leniolisib by YE 2025
dependent on successful Phase II study.
Not completed clinical development for new
indications by YE2025
10%
0%
0%
4. Portfolio development: launch pipeline 2025 –
2028
On target: at least 3 new clinical programs and/or
Business Development opportunities added to
pipeline before YE 2025.
Above target: >3 new clinical programs and/or
Business Development opportunities
Target achieved: 3 new clinical programs added vs
2023 baseline:
•Leniolisib – genetic PIDs (LPID)
•Leniolisib – CVID
•Napazimone (KL1333)
15%
100%
15%
5. ESG goals: implementation milestones according
to action plan; first (mandatory) ESG reporting
included in Annual Report 2025.
Progress versus baseline on ESG KPIs as disclosed in
Annual Report on year 2023
ESG report included in the Sustainability section of
the Annual Report 2025 (subject to changes in
regulatory timelines)
Target achieved:
•ESG progress disclosed in AR 2023 & 2024
•ESG report included in AR 2025
•Following regulatory developments (Omnibus),
Pharming is no longer in scope of mandatory CSRD
reporting.
15%
100%
15%
TOTAL
60%
-
65%
Pharming Group N.V. Annual Report 2025 | 114
The vesting results on the targets for the Executive LTI 2023-2025 are summarized in the table
below:
Overall vesting of the Executive LTI program 2023-2025
Metric
Weighting
Vesting level
TSR
40%
16%
Strategic Objectives
60%
65%
Total vesting percentage:
81%
The total vesting level of 81% resulted in a total number of 1,109,560 unconditional shares (gross)
that vested for Sijmen de Vries, as the former Executive Director/CEO, i.e., pro-rata up to and
including June 11, 2025.
Payout of variable remuneration takes place only after verification by the external auditor of the
financial statements, including the financial KPIs on which the financial targets were based.
Potential dilutive impact of share-based compensation plans
The total potential dilutive impact of all awards granted under share-based compensation plans
(including awards to other participants) was 6.8% as of December 31, 2025 (as of December 31,
2024: 9.2%). This constitutes a significant decrease year-on-year and reflects Pharming
commitment to continue to monitor the impact closely.
Pay ratio
The Remuneration Committee considered the pay ratios within the Company and compared the
payout of remuneration in 2025 to the Executive Director in an internal reference group, in
accordance with the requirements set by the Dutch Corporate Governance Code. Pharming applies
a methodology to calculate the internal pay ratio that is IFRS-driven.
For 2025, the pay ratio between the compensation of Fabrice Chouraqui, as the CEO since March 4,
2025, and the mean compensation of employees (excluding the CEO) was 10.6:1 (2024: 8.9:1; 2023:
12.0:1; 2022: 12.0:1; 2021: 13.7:1). Compensation in each case comprises all salary, bonus, share-
based compensation in cash or in kind and pension contributions. The increase in the pay ratio is
primarily driven by higher CEO compensation following the appointment of a new CEO. His full
remuneration package is further detailed above in Part II of this remuneration report.
The aforementioned pay ratio is deemed consistent with levels which are appropriate for Pharming,
given its size and complexity.
Details of the staff costs can be found in note 8. Expenses by nature of the consolidated financial
statements.
The following table sets out the remuneration and company performance over the period
2021-2025 for Sijmen de Vries as the CEO up to and including March 4, 2025, (in EUR) and for
Fabrice Chouraqui since March 4, 2025. The table also visualizes the average employee salaries over
the same period in Euro and USD:
Annual % change
2025 vs
2024
2024 vs
2023
2023 vs
2022
2022 vs
2021
2021 vs
2020
Director's remuneration
CEO and Executive Director (EUR comparison)
37%
(20%)
15%
(3%)
(8%)
CEO and Executive Director (USD comparison)
43%
(20%)
17%
(14%)
(5%)
Company performance - increase/(decrease)
(USD comparison)
Revenues
27%
21%
19%
3%
(6%)
Gross Profit
26%
19%
17%
6%
(6%)
Operating Result
400%
(60%)
(130%)
34%
(82%)
Net Result
(121%)
12%
(177%)
(15%)
(58%)
Employees (full-time equivalent)
1%
6%
15%
16%
24%
Average remuneration of employees
on a full-time basis
Employees of the Group
21%
6%
18%
(3%)
(5%)
The annual % changes in the above USD information, reflect, amongst others, the change in FX
rates. In addition, the change of the CEO's remuneration also reflects the changes in the costs of
share-based compensation.
Pharming Group N.V. Annual Report 2025 | 115
Statement of compliance
Derogation
There were no deviations from the Remuneration Policy, other than those approved for
Fabrice Chouraqui by our shareholders during the EGM, as further described in Part I,
nor were there deviations from the governance process in the execution of the policy.
Malus and clawbacks
In line with Dutch Law, the Dutch Corporate Governance Code and SEC requirements, malus and
clawback provisions apply to the STIs and LTIs awarded to executive directors whereby variable
remuneration may be reduced or (partly) recovered if certain circumstances apply. In 2025, no
malus or clawback was applied to any remuneration of the executive directors.
Loans and advances
No loans or advances were granted to Sijmen de Vries or Fabrice Chouraqui in the course of 2025.
Share ownership
The Remuneration Policy requires the Executive Director to acquire and hold shares in the Company
with a value of at least 400% of his/her annual base salary. The minimum shareholding can be built
up over five years. This minimum shareholding requirement aims to align the interests of the
executive directors with those of the Company to drive long-term performance and value creation.
The guidelines require that all after-tax shares be retained until the required level is met.
In addition, the Executive Director shall comply with holding requirements under the Dutch
Corporate Governance Code. This means that the Executive Director shall hold all after-tax shares
received under the long-term incentive plan for a period of at least five years from the date of
grant.
Fabrice Chouraqui was first appointed on March 4, 2025, and he did not hold any unrestricted
shares in Pharming as of December 31, 2025, As identified above, the Remuneration Policy permits
the minimum shareholding to be built over five years since first appointment. Fabrice Chouraqui
held 4,637,874 restricted ordinary shares as of December 31, 2025, based on equity awards during
the year as further explained in Part I. Therefore, the Executive Director's share ownership will
increase, and is expected to well exceed the minimum level, in the coming five years, subject to the
vesting of the granted equity awards and taking into consideration the applicable holding period of
vested shares according to the Remuneration Policy.
Once the requirements under the Pharming share ownership guidelines and under the Dutch
Corporate Governance Code are met, shares may be sold by the Executive Director, subject to the
Pharming Insider Code.
Pharming Group N.V. Annual Report 2025 | 116
Part III: Executive Director pay: looking ahead to 2026
The Remuneration Committee reviewed the annual base salary of Fabrice Chouraqui, as Executive
Director/CEO, and recommended to the Board of Directors to set the base salary for the full
year 2026 at US$801,750, which represents a 6.9% increase compared to the previous year
(2025: US$750,000). The Remuneration Committee took into consideration the outcome of
the review of the strong, annual performance of the Executive Director in 2025, the solid
performance results of the Company, the results of a U.S. benchmark and the outcome of the
compensation merit increases for our wider workforce. The average increase for Pharming
employees employed in the U.S., as the country of residence of Fabrice Chouraqui, was 3.4%.
The Remuneration Committee discussed the proposed short-term and long-term goals and
objectives in connection with the applicable incentive plans for Fabrice Chouraqui, as Executive
Director. Related recommendations were submitted to the Board of Directors. These goals and
objectives are summarized below.
2026 STI goals
An outline of the 2026 STI scorecard for the Executive Director, including the applicable weightings
is provided below. As stated in our recently approved Remuneration Policy, from the financial year
2024 onwards, the financial targets have a weighting of at least 50% each time.
All 2026 KPIs will be disclosed retrospectively in the 2026 Annual Report.
The Remuneration Committee has undertaken a thorough assessment to ensure that targets are
sufficiently stretched in the context of potential remuneration delivered.
The following targets have been set to determine the payout of the cash bonus for the financial
year 2026 under the short-term incentive plan.
Theme
Link to strategy
Weighting
KPI
Financials
(50%)
Deliver sustainable, profitable
growth and value creation.
20%
Net revenue growth - quantitative target
(USD) based on 2026 Financial Statements
20%
Operating costs - quantitative target (USD)
based on 2026 Financial Statements
10%
Operating Cash Flow - quantitative target
(USD) based on 2026 Financial Statements
Progress our
Pipeline
(35%)
Progress a pipeline of
innovative therapies through
fast pace clinical development,
scientific excellence, and
continued data disclosure
25%
Progress leniolisib pipeline:
5% weighting EMA approval of Joenja®
5% weighting Japan approval of Joenja®
10% weighting Leniolisib Phase II studies®
10%
Progress of FALCON study
Embed a
Vibrant Culture
(15%)
Foster a culture rooted in
purpose, collaboration, and
accountability, empowering
individuals to deliver
transformative impact for
patients.
15%
Turnover rate voluntary regrettable leavers
employee's full year (company-wide)
Employee engagement score 2026
TOTAL
The results for each of the individual (quantitative) KPIs for the 2026 STI are calculated in
accordance with the following table:
Actual score compared to target
Result
< 80%
0%
On target
100%
Each exceeding target up to 5%
+1,5% on each 1% increase
Each below target up to 5%
-1,5% on each 1% decrease
Each exceeding target above 5%
+3% on each 1% increase
Each below target above 5%
-3% on each 1% decrease
Pharming Group N.V. Annual Report 2025 | 117
Maximum result for each individual target: 200%. As approved by our shareholders for
Fabrice Chouraqui on March 4, 2025, a 75% payout level applies for his total 'on-target' score,
with a maximum payout of 150%.
The table is more restrictive compared to the version as used last year for the STI 2024, by
introducing a 5% threshold for awarding a 3% higher result for each 1% higher score. Below the
threshold, the awarded higher result has been reduced to 1.5%. The table mirrors this approach in
case of a lower score to calculate the lower result.
Executive LTI plan: goals for performance years 2026-2028
As set out in the Remuneration Policy, as adopted by our shareholders, the number of restricted
shares to be awarded annually under the Executive LTI Plan for each next performance period of
three years, is based on the on-target value and calculated with reference to the 20-day VWAP
prior to the start of the performance period. The restricted shares are awarded in the first quarter
of the first year of the performance period. Our shareholders approved on March 4, 2025, for
Fabrice Chouraqui an on-target value of 425% of Fabrice Chouraqui's annual base salary and a
maximum vesting of 637.5%.
As set out in the Remuneration policy, the financial and highly commercially sensitive targets for
our Executive LTI Plan will be disclosed retrospectively after vesting of the relevant shares.
To enhance transparency, a qualitative summary of these targets, in addition to the full upfront
disclosure of all other targets set for the performance years 2026-2028, is provided below.
The on-target value of the conditional shares to be awarded to Fabrice Chouraqui, as CEO, under
the Executive LTI plan annually, as approved by our shareholders at the EGM, is set at 425% of the
fixed base salary, and the maximum performance value of shares is set at 637.5% of the fixed base
salary (each time through a combination of the score on the TSR (40% weighting) and the corporate
objectives (60% weighting).
Total Shareholder Return (40%)
We will make no further adjustments to the TSR metric.
Metric
Targets
TSR relative to AMX
and IBB ETF index
Below
index
Equal to
index
10%
above
index
20%
above
index
40%
above
index
60%
above
index
80%
above
index
100%
above
index
Vesting
0
80%
90%
100%
110%
120%
130%
150%
Strategic Objectives (60%)
We outline the targets for the strategic objectives element of the Executive LTI plan 2026-2028
below. All goals and objectives specify the on-target and above target scores. The financial and
highly commercially sensitive targets will be disclosed retrospectively in the 2028 Remuneration
Report after vesting of the relevant shares.
Pharming Group N.V. Annual Report 2025 | 118
Strategic objectives as part of the Executive LTI plan 2026-2028 (40% TSR; 60% strategic
objectives)
Theme
Strategic Action
Weighting
KPI
How to measure KPI
Grow our
portfolio (20%)
Achieve sustained
growth in 
RUCONEST® and
Joenja® revenues
20%
Quantitative target for 3-
year period on revenue
growth RUCONEST® and
Joenja® (including Global
market expansion)
To be disclosed
retrospectively
Progress our
pipeline (20%)
Progress leniolisib
lifecycle
10%
CVID and LPID: Enrolment
of pivotal Phase III program
FDA & EMA approval of
pediatrics label
CVID Phase III: To be
disclosed retrospectively
Pediatrics
4-11 YO (LE3301) EMA
approval Q4 2027
1-6 YO (LE3302) FDA
approval Q1 2027; EMA
Q1 2028
Progress KL1333
lifecycle
10%
Develop KL1333 –
execution development
plan in accordance with
the approved deal case
Deliver on Execution Plan:
Read out by end of 2027
Obtain FDA approval by
end of 2028
Develop a future
ready
organization
(20%)
Non-organic
growth
20%
Targets for continued
pipeline expansion
At least 2 in-licensed assets
by the end of 2028.
TOTAL
60%
Note: These performance metrics are reflective of Pharming's updated long-term strategy. Reference is made to the section Our Strategy in the
Annual Report.
The vesting results for each of the individual (quantitative) KPIs for the 2026-2028 Executive LTI
plan, as identified above, are calculated in accordance with the following table:
Actual score compared to target
Vesting result
<80%
0%
On target
100%
Each exceeding target up to 5%
plus 1,5% on each 1% increase
Each below target up to 5%
minus 1,5% on each 1% decrease
Each exceeding target above 5%
plus 3% on each 1% increase
Each below target above 5%
minus 3% on each 1% decrease
A maximum vesting result for each individual target: 200%.
Maximum total vesting percentage all targets: for Fabrice Chouraqui, the shareholders approved on
March 4, 2025, an 'on target'-value of 425% of annual base salary and a maximum vesting of
637,5% of annual base salary.
The table is more restrictive compared to the version as used last year for the LTI 2025-2027,
by introducing a 5% threshold for awarding a 3% higher result for each 1% higher score. Below the
threshold, the awarded higher result has been reduced to 1.5%. The table mirrors this approach in
case of a lower score to calculate the lower result.
Pursuant to the remuneration policy, the scores on the strategic objectives have a 60% weighting.
The total vesting result on all KPIs, applying the respective designated weightings, is multiplied by
60% ('on target') to calculate the vesting percentage under the LTI for the strategic objectives.
Pharming Group N.V. Annual Report 2025 | 119
Part IV: Non-Executive Directors: implementation of the remuneration policy in 2025
2025 Remuneration of Non-Executive Directors
In accordance with the remuneration policy, the following annual compensation structure applied
in 2025 to the Non-Executive Directors.
Non-Executive Board Member:
Chair: €90,000 per annum in cash and €40,000 per annum in ordinary shares in Pharming
Other Members: €45,000 per annum in cash and €30,000 per annum in ordinary shares in
Pharming.
All shares shall be valued at the 20 Day VWAP preceding the Annual General Meeting of
Shareholders, without further restrictions for grant.
Committee fees:
Audit Committee: Chair €15,000 and Member €7,500 per annum in cash;
Remuneration Committee: Chair €12,500 and Member €6,250 per annum in cash;
Corporate Governance Committee: Chair €12,500 and Member €6,250 per annum in cash; and
Transaction Committee: Chair €12,500 and Member €6,250 per annum in cash.
The following table summarizes the respective fees that were applied throughout 2025 and that
remained unchanged compared to the year 2024.
Roles and responsibilities
2025 Annual fee in cash
2025 Annual fee in shares
Board
Basic Non-Executive Director Fee
€45,000 (US$50,666)
€30,000 (US$33,777)
Chair
€90,000 (US$101,331)
€40,000 (US$45,036)
Committees
Member of Audit Committee
€7,500 (US$8,444)
n/a
Member of Remuneration Committee
€6,250 (US$7,037)
n/a
Member of Corporate Governance Committee
€6,250 (US$7,037)
n/a
Member of Transaction Committee
€6,250 (US$7,037)
n/a
Chair of Audit Committee
€15,000 (US$16,889)
n/a
Chair of Remuneration Committee
€12,500 (US$14,074)
n/a
Chair of Corporate Governance Committee
€12,500 (US$14,074)
n/a
Chair of Transaction Committee
€12,500 (US$14,074)
n/a
All amounts were paid in euros and have been rounded. All shares are valued at the 20 Day VWAP
preceding the Annual General Meeting of Shareholders in the relevant year. The USD figures have
been included to ensure consistency with the other sections of the 2025 Annual Report, applying an
FX rate of 1.1259 (average 2025) for the amounts paid in 2025. The amounts paid in 2024 have
been calculated using an FX rate of 1.0804 (average 2024).
The total annual remuneration paid is based on the position of an individual in the Board of
Directors and the committees. All reasonable travel and other expenses incurred by Non-Executive
Directors in the course of performing their duties are considered to be business expenses and are
therefore reimbursed. An additional compensation of €1,000 per day applies in case of
extraordinary activities, as determined by the Chair of the Board of Directors.
No loans or other financial commitments (advances, guarantees, shares or options) were made to
Non-Executive Directors on behalf of the Company in 2025. Additionally, Non-Executive Directors
are not entitled to participate in any benefits offered to Executives and staff.
The fees paid to the Non-Executive Directors for their membership of the Board of Directors
(including the fixed fee in cash and the fixed fee in shares) have not been changed since 2020,
despite annual inflation increases, while the meetings and other activities of the Board of Directors
have increased significantly. Therefore, the Board of Directors will propose to the Annual General
Meeting of Shareholders scheduled for May 28, 2026, to amend the Remuneration Policy for the
Board of Directors to the effect that the remuneration to be paid to the Non-Executive Directors,
as chairs/members of the Board and the Committees, respectively, shall be increased annually in
accordance with the official annual Dutch Consumer Price Index increase. The Board of Directors
has also initiated a market review of the annual compensation by an external reward agency.
Pharming Group N.V. Annual Report 2025 | 120
Compensation overview per Non-Executive Director in 2025
The mandates of Deborah Jorn and Steven Baert expired at the AGM held on June 11, 2025.
Elaine Sullivan was appointed as new Non-Executive Director during the same AGM and had started
as observer effective April 30, 2025. Taking into consideration these changes, the following table
summarizes the remuneration paid to the individual Non-Executive Directors in 2025.
Name of Director, position
Fixed fee
in cash
(‘000)
Fixed fee
in shares
(‘000)
Committee fee
(‘000)
Total
(‘000)
Dr. Richard Peters, Chair
€90 (US$101)
€40 (US$45)
€19 (US$21)
€149 (US$167)
Deborah Jorn, Non-Executive Director
€20 (US$23)
€13 (US$15)
€6 (US$7)
€39 (US$45)
Leonard Kruimer, Non-Executive Director
€45 (US$51)
€30 (US$34)
€21 (US$24)
€96 (US$109)
Dr. Mark Pykett, Non-Executive Director
€45 (US$51)
€30 (US$34)
€13 (US$15)
€88 (US$100)
Steven Baert, Non-Executive Director
€23 (US$26)
€13 (US$15)
€9 (US$10)
€45 (US$51)
Jabine van der Meijs, Non-Executive Director
€45 (US$51)
€30 (US$34)
€26 (US$29)
€101 (US$114)
Barbara Yanni, Non-Executive Director
€45 (US$51)
€30 (US$34)
€26 (US$29)
€101 (US$114)
Elaine Sullivan, Non-Executive Director
€31 (US$35)
€20 (US$23)
€13 (US$15)
€64 (US$73)
All amounts were paid in euros and have been rounded. There are no out of ordinary expenses
to be reported. The USD figures have been included to ensure consistency with the 2025 Annual
Report, applying an FX rate of 1.1259 (average 2025) for the amounts paid in 2025. The amounts
paid in 2024 have been calculated using an FX rate of 1.0804 (average 2024).
Shares owned by Non-Executive Directors as of December 31, 2025
Name of Director
Shares held
December 31, 2025
Shares held
December 31, 2024
Dr. Richard Peters, Chair
104,742
62,875
Dr. Mark Pykett, Non-Executive Director
177,469
146,069
Ms. Barbara Yanni, Non-Executive Director
177,449
146,069
Mr. Leonard Kruimer, Non-Executive Director
152,631
121,231
Ms. Jabine van der Meijs, Non-Executive Director
152,631
121,231
Dr. Elaine Sullivan, Non-Executive Director
21,163
N/A
Pharming Group N.V. Annual Report 2025 | 121
Compensation per Non-Executive Director and former Supervisory Directors 2021-2025
The following table reflects the amounts of compensation paid to the Non-Executive Directors in
the past five years. The amounts of compensation paid to the members of the former Board of
Supervisory Directors in 2021, who retired in 2020, 2021 and 2023, have been added for a
comprehensive overview of the compensation at the non-executive level in the past five years.
It is emphasized that the former Board of Supervisory Directors was replaced by the Board of
Directors as per December 11, 2020, which resulted in a significant change in tasks and
responsibilities of the non-executive directors compared to the former supervisory directors.
This change was reflected in the remuneration policy for the Board of Directors, as first adopted
by our shareholders on December 11, 2020.
The mandates of Deborah Jorn and Steven Baert expired at the AGM held on June 11, 2025.
Elaine Sullivan was appointed as new Non-Executive Director during that same AGM and started
as observer effective April 30, 2025. These changes have also been included in the tables below.
in EUR / US$ '000
Year
Fixed remuneration
Share-based payments
Total
Richard Peters
2025
€109
$122
€40
$45
€149
$167
2024
€90
$97
€40
$43
€130
$140
2023
€24
$26
€19
$20
€43
$46
2022
2021
Deborah Jorn
(retired in 2025)
2025
€26
$30
€14
$15
€40
$45
2024
€45
$49
€30
$32
€75
$81
2023
€51
$55
€30
$32
€81
$87
2022
€52
$55
€30
$32
€82
$87
2021
€54
$64
€35
$42
€89
$106
Barbara Yanni
2025
€71
$80
€30
$34
€101
$114
2024
€45
$49
€30
$32
€75
$81
2023
€57
$62
€30
$32
€87
$94
2022
€50
$53
€30
$32
€80
$85
2021
€50
$60
€30
$36
€80
$96
Mark Pykett
2025
€58
$66
€30
$34
€88
$100
2024
€45
$49
€30
$32
€75
$81
2023
€51
$55
€30
$32
€81
$87
2022
€47
$50
€30
$32
€77
$82
2021
€47
$57
€30
$36
€77
$93
Jabine van der Meijs
2025
€71
$80
€30
$34
€101
$114
2024
€45
$49
€30
$32
€75
$81
2023
€57
$62
€30
$32
€87
$94
2022
€54
$57
€30
$32
€84
$89
2021
€40
$47
€20
$24
€60
$71
Pharming Group N.V. Annual Report 2025 | 122
in EUR / US$ '000
Year
Fixed remuneration
Share-based payments
Total
Leonard Kruimer
2025
€66
$75
€30
$34
€96
$109
2024
€45
$49
€30
$32
€75
$81
2023
€57
$58
€30
$32
€87
$90
2022
€54
$57
€30
$32
€84
$89
2021
€40
$47
€20
$24
€60
$71
Steven Baert
(retired in 2025)
2025
€32
$36
€14
$15
€46
$51
2024
€45
$49
€30
$32
€75
$81
2023
€54
$58
€30
$32
€84
$90
2022
€52
$55
€30
$32
€82
$87
2021
€38
$45
€20
$24
€58
$69
Elaine Sullivan
2025
€44
$50
€20
$23
€64
$73
2024
2023
2022
2021
The following table includes the amounts of fixed and variable remuneration paid to the members
of the former Board of Supervisory Directors who retired from the Board in 2020, 2021 and 2023,
respectively, and former members of the Board of Directors. This table has been included for a
comprehensive overview of the remuneration package at statutory board level in the past five
years.
in EUR / US$ '000
Year
Fixed remuneration
Share-based payments
Total
Paul Sekhri
(retired in 2023)
2025
2024
2023
€51
$55
€30
$32
€81
$87
2022
€68
$72
€40
$42
€108
$114
2021
€65
$77
€46
$55
€111
$132
Barrie Ward
(retired in 2021)
2025
2024
2023
2022
2021
€19
$23
€17
$20
€36
$43
Juergen Ernst (retired in
2020)
2025
2024
2023
2022
2021
€5
$6
€5
$6
Aad de Winter (retired
in 2020)
2025
2024
2023
2022
2021
€22
$26
€18
$21
€40
$47
Pharming Group N.V. Annual Report 2025 | 124
Consolidated financial statements
Consolidated statement of income
For the year ended December 31
Amounts in US$ ‘000
notes
2025
2024
Revenues
6
376,134
297,200
Costs of sales
8
(45,500)
(35,399)
Gross profit
330,634
261,801
Other income
7
6,528
2,177
Research and development
(100,367)
(83,147)
General and administrative
(79,958)
(70,650)
Marketing and sales
(130,995)
(118,802)
Other Operating Costs
8
(311,320)
(272,599)
Operating profit (loss)
25,842
(8,621)
Fair value gain (loss) on revaluation
14, 20
2,345
4,990
Other finance income
9
2,176
6,843
Other finance expenses
9
(18,140)
(9,944)
Finance gain (cost) net
(13,618)
1,889
Share of net profits (loss) in associates using the equity method
14
623
(1,760)
Profit (loss) before tax
12,847
(8,492)
Income tax credit (expense)
10
(10,310)
(3,349)
Profit (loss) for the year
2,538
(11,841)
Attributable to:
Equity holders of the parent
2,851
(11,841)
Non-controlling interests
4
(313)
Earnings per share
Basic earnings per share (US$)
29
0.004
(0.018)
Diluted earnings per share (US$)
29
0.004
(0.018)
The notes are an integral part of these financial statements.
Pharming Group N.V. Annual Report 2025 | 125
Consolidated statement of comprehensive income
For the year ended December 31
Amounts in US$ ‘000
notes
2025
2024
Profit (loss) for the year
2,538
(11,841)
Currency translation differences
19
29,060
(11,980)
Items that may be subsequently reclassified to profit or loss
29,060
(11,980)
Fair value remeasurement investments
10, 14
79
Items that shall not be subsequently reclassified to profit or loss
79
Other comprehensive income (loss), net of tax
29,060
(11,901)
Total comprehensive income (loss) for the year
31,598
(23,742)
Attributable to:
Equity holders of the parent
31,828
(23,742)
Non-controlling interests
4
(230)
The notes are an integral part of these financial statements.
I can try. That's my answer to everything.
If you want to go shopping next Thursday, 
I can try. I can't tell you that I can do it.
But I can try.”
Patient living with HAE
Pharming Group N.V. Annual Report 2025 | 126
Consolidated balance sheet
as at December 31
Amounts in US$ ‘000
notes
2025
2024
Non-current assets
Intangible assets
11
135,538
61,039
Property, plant and equipment
12
7,233
7,752
Right-of-use assets
13
16,738
16,382
Long-term prepayments
94
90
Deferred tax assets
10
31,017
30,544
Investment accounted for using the equity method
14
1,944
466
Investment in debt instruments designated as at FVTPL
14
6,703
3,767
Restricted cash
16
1,227
1,505
Total non-current assets
200,495
121,545
Current assets
Inventories
17
64,902
55,724
Trade and other receivables
18
54,704
54,823
Restricted cash
16
761
Marketable securities
15
33,796
112,949
Cash and cash equivalents
16
145,305
54,944
Total current assets
299,469
278,440
Total assets
499,963
399,985
Amounts in US$ ‘000
notes
2025
2024
Equity
Share capital
8,009
7,769
Share premium
513,257
488,990
Other reserves
28,819
(209)
Accumulated deficit
(272,983)
(275,489)
Total equity
19
277,102
221,061
Non-current liabilities
Convertible bonds
20
92,719
78,154
Lease liabilities
22
14,351
26,968
Total non-current liabilities
107,070
105,122
Current liabilities
Convertible bonds
20
5,336
4,245
Provisions
21
1,187
Trade and other payables
23
105,899
66,611
Lease liabilities
22
3,369
2,946
Total current liabilities
115,791
73,802
Total equity and liabilities
499,963
399,985
The notes are an integral part of these financial statements.
Pharming Group N.V. Annual Report 2025 | 127
Consolidated statement of changes in equity
For the year ended December 31
Attributable to equity holders of the parent
Amounts in US$ ‘000
notes
Share capital
Share premium
Other reserves
Accumulated
deficit
Subtotal
Non-controlling
interest
Total equity
December 31, 2023
7,669
478,431
(2,057)
(265,262)
218,781
218,781
Profit (loss) for the year
(11,841)
(11,841)
(11,841)
Movement in reserves
1,555
(1,555)
Other comprehensive income (loss) for the year
(11,901)
(11,901)
(11,901)
Total comprehensive income (loss) for the year
(10,346)
(13,395)
(23,741)
(23,742)
Income tax expense from excess tax deductions related to share-based payments
19
(66)
(66)
(66)
Movement in reserves
(31)
31
Share-based compensation
19, 24
11,248
11,248
11,248
Options exercised / LTIP shares issued
100
10,559
(8,044)
2,615
2,615
Value of conversion rights of convertible bonds, net of tax
12,225
12,225
12,225
Total transactions with owners, recognized directly in equity
100
10,559
12,194
3,169
26,022
26,022
Balance at December 31, 2024
7,769
488,990
(209)
(275,489)
221,061
221,061
Profit (loss) for the year
2,851
2,851
(313)
2,538
Other comprehensive income (loss) for the year
28,977
28,977
83
29,060
Total comprehensive income (loss) for the year
28,977
2,851
31,828
(230)
31,598
Income tax expense from excess tax deductions related to share-based payments
19
1,343
1,343
1,343
Movement in reserves
(32)
32
Share-based compensation
19, 23
13,766
13,766
13,766
Options exercised / LTIP shares issued
24
241
24,266
(14,581)
9,926
9,926
Acquisition of a subsidiary
4
7,285
7,285
Capital contributions to a subsidiary with non-controlling interests
(706)
(706)
706
Acquisition of non-controlling interests
4
83
(198)
(115)
(7,761)
(7,876)
Total transactions with owners, recognized directly in equity
241
24,266
51
(345)
24,213
230
24,443
Balance at December 31, 2025
Balance at
8,009
513,257
28,819
(272,983)
277,102
277,102
The notes are an integral part of these financial statements. Further detail on the other reserves is included in note 19. Shareholders' equity
Pharming Group N.V. Annual Report 2025 | 128
Consolidated statement of cash flows
For the year ended December 31
Amounts in US$ ’000
notes
2025
2024
Profit (loss) before tax
12,847
(8,492)
Adjustments to reconcile net profit (loss) to net cash used in
operating activities:
Depreciation, amortization, impairment of non-current assets
8, 11,12,13
11,216
16,070
Equity settled share based payments
19
13,766
11,248
Fair value loss (gain) on revaluation
14, 20
(2,345)
(4,990)
Loss (gain) on disposal of leases
13, 22
(3,733)
22
Other finance income
9
(2,176)
(6,843)
Other finance expenses
9
17,901
9,887
Share of net losses (gains) in associates using the equity
method
14
(623)
1,758
Operating cash flows before changes in working capital
46,853
18,660
Changes in working capital:
Inventories
17
(1,288)
(503)
Trade and other receivables
18
(3,355)
(6,783)
Payables and other current liabilities
23
14,126
(2,769)
Provisions
21
1,187
Restricted cash
16
(285)
(17)
Total changes in working capital
10,385
(10,072)
Interest received
9
2,069
5,201
Income taxes received (paid)
10
(4,599)
(15,584)
Net cash flows generated from (used in) operating activities
54,708
(1,795)
Amounts in US$ ’000
notes
2025
2024
Capital expenditure for property, plant and equipment
12
(749)
(790)
Investment intangible assets
11
(6)
(6)
Disposal of investment designated as at FVOCI
14
224
2,098
Investment in associates using the equity method
14
(739)
Purchases of marketable securities
15
(2)
(284,314)
Proceeds from sale of marketable securities
15
85,001
314,630
Acquisition of a subsidiary, net of cash acquired
4
(57,476)
Net cash flows generated from (used in) investing activities
26,252
31,618
Payment of lease liabilities
22
(4,245)
(4,008)
Interests on lease liabilities
22
(1,130)
(1,141)
Net proceeds of issued convertible bonds
20
104,539
Repurchase of convertible bonds
20
(134,924)
Interests on convertible bonds
20
(5,067)
(4,457)
Acquisition of non-controlling interests
4
(7,876)
Exercise of share-based compensation awards
19
19,813
5,579
Net cash flows generated from (used in) financing activities
1,495
(34,412)
Increase (decrease) of cash
82,454
(4,589)
Exchange rate effects
7,907
(2,208)
Cash and cash equivalents at January 1
16
54,944
61,741
Total cash and cash equivalents at December 31
145,305
54,944
The notes are an integral part of these financial statements.
Pharming Group N.V. Annual Report 2025 | 129
Notes to the consolidated financial statements
1. Corporate information
The consolidated financial statements of Pharming Group N.V. ("the Company", "Pharming" or
"the Group"), Leiden for the year ended December 31, 2025, were authorized for issue in
accordance with a resolution of the Board of Directors on April 1, 2026. The financial statements
are subject to adoption by the Annual General Meeting of shareholders, which has been scheduled
for May 28, 2026.
Pharming Group N.V. is a limited liability public company, which is listed on Euronext Amsterdam
("PHARM"). The Company's American Depositary Shares ("ADSs") are listed on the Nasdaq Global
Market ("Nasdaq") under the symbol "PHAR". Each ADS represents 10 of the Company's ordinary
shares of €0.01 nominal value.
In April 2024, Pharming Group N.V. issued convertible bonds, see note 20. Convertible bonds.
These bonds are listed on the Frankfurt Exchange (Börse Frankfurt; ISIN: XS2763018889).
The headquarters and registered office of Pharming Group N.V. is located at:
Darwinweg 24
2333 CR Leiden
The Netherlands
Pharming Group N.V. is registered at the Chamber of Commerce in the Netherlands under number
28048592.
Pharming Group N.V. is the ultimate parent company of Pharming Group. A list of subsidiaries is
Pharming Group N.V. is a global biotechnology company that develops and commercializes
innovative therapies for rare and ultra-rare diseases with significant unmet need. We focus on
immunological and genetic conditions where our scientific and commercial expertise can help
advance care over the long term. Pharming is headquartered in Leiden, the Netherlands, with a
significant proportion of its employees based in the U.S.
Date of authorization of issue
The financial statements were signed and authorized for issue by the Board of Directors on April 1,
2026. The adoption of the financial statements is reserved for the shareholders in the Annual
General Meeting of Shareholders (AGM) on May 28, 2026.
2. Accounting principles and policies
2.1 Basis of preparation
The consolidated financial statements are prepared in accordance with the IFRS® Accounting
Standards as issued by the International Accounting Standards Board, or IASB, and as adopted by
the European Union. The consolidated financial statements have been prepared under the
historical cost convention, unless otherwise stated.
The preparation of financial statements in conformity with IFRS and Book 2 Title 9 of the Dutch Civil
Code requires the use of certain material accounting estimates. It also requires the Board of
Directors to exercise its judgment in the process of applying the Company's accounting policies.
The areas involving a higher degree of judgment or complexity, or areas where assumptions and
estimates are significant to the consolidated financial statements are disclosed in note 2.5 Material
These financial statements are presented in US Dollars (US$, USD) and rounded to the nearest
thousand dollar ($'000), unless stated otherwise.
Pharming Group N.V. Annual Report 2025 | 130
Strategic Business Review
Notes to the consolidated financial statements
2.2 New and revised IFRS standards
The Company applied for the first-time certain amendments, which are effective for annual
periods beginning on or after January 1, 2025, as disclosed below.
Amendments to IAS 21: The Effects of Changes in Foreign Exchange Rates titled Lack of
Exchangeability
Its adoption has not had any material impact on the disclosures or on the amounts reported in
these financial statements. The Company has not early adopted any other standard, interpretation
or amendment that has been issued but are not yet effective.
The new and amended standards and interpretations that are issued, but are not yet effective or
endorsed for use in the EU, up to the date of issuance of the Group's financial statements, which
the Group intends to adopt, if applicable, when they become effective, are disclosed below.
At the date of authorisation of these financial statements, the company has not applied the
following new and revised IFRS Accounting Standards that have been issued but are not yet
effective:
Amendments to IFRS 9 and IFRS 7: Amendments to the Classification and Measurement of
Financial Instruments
Annual Improvements to IFRS Accounting Standards – Volume 11: Amendments to IFRS 1 First-
time Adoption of International Financial Reporting Standards, IFRS 7 Financial Instruments:
Disclosures and its accompanying Guidance on implementing IFRS 7, IFRS 9 Financial
Instruments, IFRS 10 Consolidated Financial Statements, and IAS 7 Statement of Cash Flows
Amendments to IFRS 9 and IFRS 7: Contracts Referencing Nature-dependent Electricity
IFRS 18: Presentation and Disclosures in Financial Statements
IFRS 19 : Subsidiaries without Public Accountability: Disclosures
The Board of Directors does not expect that the adoption of the Standards listed above will have a
material impact on the financial statements of the Company in future periods, except for IFRS 18
Presentation and Disclosures in Financial Statements.
IFRS 18 replaces IAS 1, carrying forward many of the requirements in IAS 1 unchanged and
complementing them with new requirements. In addition, some IAS 1 paragraphs have been moved
to IAS 8 and IFRS 7. Furthermore, the IASB has made minor amendments to IAS 7 and IAS 33
Earnings per Share.
IFRS 18 introduces new requirements to:
present specified categories and defined subtotals in the statement of profit or loss;
provide disclosures on management-defined performance measures (MPMs) in the notes to the
financial statements; and
improve aggregation and disaggregation.
While recognition and measurement of items will remain unchanged, the presentation in the
consolidated statement of income will be affected. In addition, the cash flow statement will also be
effected, as well as the disclosures related to these statements. New disclosure requirements are
expected to include the management‑defined performance measures and a breakdown of the
nature of expenses for line items presented by function in the operating category of the statement
of profit or loss for certain nature expenses. Lastly, for the first annual period of application of IFRS
18, a reconciliation for each line item in the statements of profit or loss between the restated
amounts presented by applying IFRS 18 and the amounts previously presented applying IAS 1.
An entity is required to apply IFRS 18 for annual reporting periods beginning on or after January 1,
2027, with earlier application permitted. The amendments to IAS 7 and IAS 33, as well as the
revised IAS 8 and IFRS 7, become effective when an entity applies IFRS 18. IFRS 18 requires
retrospective application with specific transition provisions.
The Board of Directors anticipate that the application of these amendments may have an impact on
the Group's consolidated financial statements in future periods.
2.3 Basis of consolidation
The consolidated financial statements include Pharming Group N.V. and its controlled subsidiaries,
after the elimination of all intercompany transactions and balances. Subsidiaries are consolidated
from the date the acquirer obtains effective control until control ceases.
An entity is considered effectively controlled if the Company, directly or indirectly, has the power to
govern the financial and operating policies of an entity so as to obtain benefits from its activities.
Acquisitions of subsidiaries are accounted for using the acquisition method of accounting.
The financial statements of the subsidiaries are prepared for the same reporting year as Pharming
Group N.V., using the same accounting policies. Intercompany transactions, balances and
unrealized gains and losses on transactions between group companies are eliminated.
Pharming Group N.V. Annual Report 2025 | 131
Strategic Business Review
Notes to the consolidated financial statements
Non-controlling interests in subsidiaries are identified separately from the Group's equity therein.
The carrying amount of non-controlling interests is the amount of those interests at initial
recognition plus the non-controlling interests' share of subsequent changes in equity. Profit or loss
and each component of other comprehensive income are attributed to the owners of the parent
entity and to the non-controlling interests. Changes in the Group's interests in subsidiaries that do
not result in a loss of control are accounted for as equity transactions. The carrying amount of the
Group's interests and the non-controlling interests are adjusted to reflect the changes in their
relative interests in the subsidiaries. Any difference between the amount by which the non-
controlling interests are adjusted and the fair value of the consideration paid or received is
recognized directly in equity and attributed to the owners of the parent entity.
The following table provides an overview of the consolidated subsidiaries at December 31, 2025:
Entity
Registered office
Investment %
Pharming Americas B.V.
The Netherlands
100
Pharming Intellectual Property B.V.
The Netherlands
100
Broekman Instituut B.V.
The Netherlands
100
Pharming Healthcare, Inc.
The United States
100
ProBio, Inc.
The United States
100
Pharming Technologies B.V.
The Netherlands
100
  Pharming Research & Development B.V.
The Netherlands
100
  Pharming Australia Pty Ltd
Australia
100
  Pharming UK Ltd
The United Kingdom
100
  Pharming Germany GmbH*
Germany
100
  Pharming France SAS*
France
100
  Abliva AB**
Sweden
100
        Abliva, Inc.***
The United States
100
* This entity was established in November 2025
** This entity was acquired in February 2025
*** This entity is dissolved in January 2026
2.4 Accounting principles and policies
Foreign currency translation
In preparing the financial statements of the Group, transactions in currencies other than the
entity's functional currency (foreign currencies) are recognized at the rates of exchange prevailing
on the dates of the transactions. At each reporting date, monetary assets and liabilities that are
denominated in foreign currencies are retranslated at the rates prevailing at that date.
Non-monetary items carried at fair value that are denominated in foreign currencies are translated
at the rates prevailing at the date when the fair value was determined. Non-monetary items that
are measured in terms of historical cost in a foreign currency are not retranslated.
Exchange differences are recognized in profit or loss in the period in which they arise except for:
Exchange differences on foreign currency borrowings relating to assets under construction for
future productive use, which are included in the cost of those assets when they are regarded as
an adjustment to interest costs on those foreign currency borrowings;
Exchange differences on transactions entered into to hedge certain foreign currency risks; and
Exchange differences on monetary items receivable from or payable to a foreign operation for
which settlement is neither planned nor likely to occur in the foreseeable future (therefore
forming part of the net investment in the foreign operation), which are recognized initially in
other comprehensive income and reclassified from equity to profit or loss on disposal or partial
disposal of the net investment.
For the purpose of presenting consolidated financial statements in US Dollars, the assets and
liabilities of the Group's operations having a different functional currency are translated at
exchange rates prevailing on the reporting date. Income and expense items are translated at the
average exchange rates for the period, unless exchange rates fluctuate significantly during that
period, in which case the exchange rates at the date of transactions are used. Exchange differences
arising, if any, are recognized in other comprehensive income and accumulated in a foreign
exchange translation reserve. The following exchange rates were applied:
Applied exchange rates
December 31, 2025
Average 2025
December 31, 2024
Average 2024
EUR/USD
1.1713
1.1259
1.0350
1.0804
AUD/USD
0.6699
0.6442
0.6224
0.6596
GBP/USD
1.3455
1.3181
1.2488
1.2772
SEK/USD
0.1083
0.1018
Not used
Not used
Pharming Group N.V. Annual Report 2025 | 132
Strategic Business Review
Notes to the consolidated financial statements
Distinction between current and non-current
An item is classified as current when it is expected to be realized (settled) within 12 months after
the end of the reporting year. Liabilities are classified as current liabilities unless the Group has
an unconditional right to defer settlement of the liability for at least 12 months after the end of the
reporting year.
Intangible assets acquired separately
Intangible assets acquired separately are measured at historical cost. The cost of intangible assets
acquired in a business combination is recognized and measured at fair value as at the date of
acquisition. Following initial recognition, intangible assets are carried at cost less any accumulated
amortization and any accumulated impairment losses. Variable considerations that are part of the
purchase of an intangible asset are recognized as a liability when the considerations become due.
Intangible assets with finite lives are amortized over the useful life and assessed for impairment
whenever there is an indication that the intangible assets may be impaired and at the end of each
reporting period. The estimated useful lives, residual values and amortization method are reviewed
at the end of each reporting period, with the effect of any changes in estimate accounted for on
a prospective basis. Changes in the expected useful life, according to the straight-line method,
or the expected pattern of consumption of future economic benefits embodied in the asset is
accounted for by changing the amortization period or method, as appropriate, and treated as
changes in accounting estimates. The amortization expense on intangible assets with finite lives is
recognized in the statement of income in the relevant expense category consistent with the
function of the intangible asset.
Derecognition of intangible assets
An intangible asset is derecognized on disposal, or when no future economic benefits are expected
from use or disposal. Gains or losses arising from derecognition of an intangible asset, measured as
the difference between the net disposal proceeds and the carrying amount of the asset, are
recognized in profit or loss when the asset is derecognized.
Property, plant and equipment
Property, plant and equipment is stated at cost less accumulated depreciation charges and
accumulated impairment charges. Generally, depreciation is calculated using a straight-line basis
over the estimated useful life of the asset. The estimated useful lives, residual values and
depreciation method are reviewed at the end of each reporting period, with the effect of any
changes in estimate accounted for on a prospective basis. The carrying values of property,
plant and equipment are reviewed for impairment when events or changes in circumstances
indicate that the carrying value may not be recoverable.
An item of property, plant and equipment is derecognized upon disposal or when no future
economic benefits are expected from its use or disposal.
Any gain or loss arising on derecognition of the asset (calculated as the difference between the
net disposal proceeds and the carrying amount of the asset) is included in the statement of income
in the year the asset is derecognized. Residual values, useful lives and depreciation methods are
reviewed, and adjusted if appropriate, at each financial year-end.
All costs that are directly attributable to bringing an asset to the location and condition necessary
for it to be capable of operating in the manner intended by management, will be capitalized.
These costs include direct employee benefits, rent and testing costs. Capitalization will be done
until the asset is capable of operating in the manner intended by management.
Investments in associates
An associate is an entity over which the Group has significant influence and that is neither a
subsidiary nor an interest in a joint venture. Significant influence is the power to participate in
the financial and operating policy decisions of the investee but is not control or joint control over
those policies. The results and assets and liabilities of associates are incorporated in these financial
statements using the equity method of accounting. Under the equity method, an investment in
an associate is recognized initially in the consolidated statement of financial position at cost and
adjusted thereafter to recognize the Group's share of the profit or loss and other comprehensive
income of the associate.
When the Group's share of losses of an associate exceeds the Group's interest in that associate
(which includes any long-term interests that, in substance, form part of the Group's net investment
in the associate), the Group discontinues recognizing its share of further losses. Additional losses
are recognized only to the extent that the Group has incurred legal or constructive obligations or
made payments on behalf of the associate. The requirements of IAS 36 are applied to determine
whether it is necessary to recognize any impairment loss with respect to the Group's investment in
an associate.
When necessary, the entire carrying amount of the investment (including goodwill) is tested for
impairment in accordance with IAS 36 as a single asset by comparing its recoverable amount
(higher of value in use and fair value less costs of disposal) with its carrying amount.
Any impairment loss recognized is not allocated to any asset, including goodwill that forms part
of the carrying amount of the investment. Any reversal of that impairment loss is recognized in
accordance with IAS 36 to the extent that the recoverable amount of the investment subsequently
increases.
Pharming Group N.V. Annual Report 2025 | 133
Strategic Business Review
Notes to the consolidated financial statements
When a Group entity transacts with an associate of the Group, profits and losses resulting from the
transactions with the associate or joint venture are recognized in the Group's consolidated financial
statements only to the extent of interests in the associate or joint venture that are not related to
the Group.
Financial assets
Financial assets are recognized when the Company becomes a party to the contractual provisions of
a financial instrument. Financial assets are derecognized when the rights to receive cash flows from
the financial assets expire, or if the Company transfers the financial asset to another party and does
not retain control or substantially all risks and rewards of the asset. Purchases and sales of financial
assets in the normal course of business are accounted for at settlement date (i.e., the date that the
asset is delivered to or by the Company).
At initial recognition, the Company measures its financial assets at its fair value plus, in the case of a
financial asset not at fair value through profit or loss, transaction costs that are directly attributable
to the acquisition or issue of the financial asset.
After initial recognition, the Company classifies its financial assets as subsequently measured at
either (i) amortized cost, (ii) fair value through other comprehensive income or (iii) fair value
through profit or loss on basis of both:
the Company's business model for managing the financial assets; and
the contractual cash flow characteristics of the financial asset.
Subsequent to initial recognition, financial assets are measured as described below. At each balance
sheet date, the Company assesses whether there is objective evidence that a financial asset or a
group of financial assets is impaired and recognizes a loss allowance for expected credit losses for
financial assets measured at either amortized costs or at fair value through other comprehensive
income. If, at the reporting date, the credit risk on financial instrument has not increased
significantly since initial recognition, the Company measures the loss allowance for that financial
instrument at an amount equal to 12 months of expected credit losses. If, at the reporting date,
the credit risk on a financial instrument has increased significantly since initial recognition, the
Company measures the loss allowance for the financial instrument at an amount equal to the
lifetime expected credit losses.
Financial assets at amortized cost
Financial assets are measured at amortized cost if both (i) the financial asset is held within a
business model whose objective is to hold financial assets in order to collect contractual cash flows;
and (ii) the contractual terms of the financial asset give rise on specified dates to cash flows that are
solely payments of principal and interest of on the principal amount outstanding.
A financial asset measured at amortized cost is initially recognized at fair value plus transaction cost
directly attributable to the asset. After initial recognition, the carrying amount of the financial asset
measured at amortized cost is determined using the effective interest method, less any impairment
losses.
Financial assets held to maturity are measured at amortized cost in the manner described in note
Financial assets at fair value through other comprehensive income (FVTOCI)
On initial recognition, the Group may make an irrevocable election (on an instrument-by-
instrument basis) to designate investments in equity instruments as at FVTOCI. Investments in
equity instruments at FVTOCI are initially measured at fair value plus transaction costs.
Subsequently, they are measured at fair value with gains and losses arising from changes in fair
value recognized in other comprehensive income and accumulated in the legal reserve fair value
revaluation. The cumulative gain or loss is not reclassified to profit or loss on disposal of the equity
investments, instead, it is transferred to retained earnings.
Financial assets at fair value through profit and loss (FVTPL)
Financial assets that do not meet the criteria for being measured at amortized cost or FVTOCI are
measured at FVTPL.
Financial assets at FVTPL are measured at fair value at the end of each reporting period, with any
fair value gains or losses recognized in profit or loss. The net gain or loss recognized in profit or loss
includes any dividend or interest earned on the financial asset and is included in the 'fair value gain
(loss) on revaluation' line item (note 14. Investments). Fair value is determined in the manner
Impairment of assets
Assets that have an indefinite useful life and assets not yet available for use are not subject to
depreciation or amortization and are tested at least annually for impairment. Assets that are
subject to depreciation or amortization are reviewed for impairment whenever events or changes
in circumstances indicate that the carrying amount may not be recoverable.
Pharming Group N.V. Annual Report 2025 | 134
Strategic Business Review
Notes to the consolidated financial statements
An impairment loss is recognized for the amount by which the asset's carrying amount exceeds its
recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell
and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels
for which there are separately identifiable cash flows. Non-financial assets for which an impairment
loss is recorded, are reviewed for possible reversal of the impairment at each reporting date.
Inventories
Inventories are stated at the lower of cost and net realizable value. Cost comprises direct materials
and, where applicable, direct labor costs and those overheads that have been incurred in bringing
the inventories to their present location and condition. Cost is calculated using the First in First out
(FIFO) method. Net realizable value represents the estimated selling price less all estimated costs of
completion and costs to be incurred in marketing, selling and distribution.
Trade and other receivables
Trade and other receivables are recognized initially at transaction price. Subsequent measurement
is at amortized cost using the effective interest method, less the expected credit loss. Trade
receivables are amounts due from customers for goods sold in the ordinary course of business.
They are generally due for settlement within 30 days and therefore are all classified as current.
For trade receivables and contract assets, the Company applies a simplified approach in calculating
expected credit loss. The Company assesses the expected credit loss that is based on its historical
credit loss experience, adjusted for forward-looking factors specific to the debtors and the
economic environment. Due to the short-term nature of the current receivables, their carrying
amount is considered to be the same as their fair value.
Cash and cash equivalents
Cash and cash equivalents are defined as cash on hand, demand deposits and short-term, highly
liquid investments (maturity less than 3 months) readily convertible to known amounts of cash
and subject to insignificant risk of changes in value. For the purpose of the statement of cash flow,
cash and cash equivalents do not include restricted cash and the interest on cash is accounted for
as operating cash flow.
Marketable securities
Marketable securities are financial assets held for short-term purposes which are principally
traded in liquid markets and are classified within current assets on the consolidated balance sheet.
Marketable securities are measured as financial assets as described above. The financial impacts
related to Marketable securities are recorded in 'Other finance income' in the consolidated
statement of income. The cash (re)payments relating to Marketable securities are classified as
investing activities. The cash flows relating to interest from Marketable securities held at amortized
cost are classified as cash flows generated from operating activities.
Marketable securities are measured as financial assets in the manner described in note 15.
Equity
The Company only has ordinary shares, and these are classified within equity upon issue. Shares
transferred in relation to settlement of (convertible) debt are measured at fair value with fair value
based on the closing price of the shares on the trading day prior to the settlement date. Equity is
recognized upon the recognition of share-based payment expenses; shares issued upon exercise of
such options are measured at their exercise price.
Transaction costs associated with an equity transaction are accounted for as a deduction from
equity to the extent they are incremental costs directly attributable to the equity transaction that
otherwise would have been avoided. Transaction costs related to the issue of a compound financial
instrument are allocated to the liability and equity components of the instruments in proportion to
the allocation of proceeds.
Financial liabilities
Financial liabilities are classified as either financial liabilities at fair value through profit or loss
(derivative financial liabilities) or financial liabilities at amortized cost (trade and other payables).
All financial liabilities at amortized cost are initially recognized at the fair value of the consideration
received less directly attributable transaction costs; transaction costs related to the issue of a
compound financial instrument are allocated to the liability and equity components of the
instruments in proportion to the allocation of proceeds. After initial recognition, financial liabilities
are subsequently measured at amortized cost using the effective interest method.
Gains and losses are recognized in the statement of income when the liabilities are paid off or
otherwise eliminated as well as through the amortization process. Purchases and sales of financial
liabilities are recognized at settlement date.
A financial liability is derecognized when the obligation under the liability is discharged or cancelled
or expired. Where an existing financial liability is replaced by another from the same lender on
substantially different terms, or the terms of an existing liability are substantially modified, such an
exchange or modification is treated as a derecognition of the original liability and the recognition of
a new liability, and the difference in the respective carrying amounts is recognized in the statement
of income.
Pharming Group N.V. Annual Report 2025 | 135
Strategic Business Review
Notes to the consolidated financial statements
Convertible bonds
The convertible bonds are classified as hybrid financial instruments under IAS 32 and pursuant to
it the debt host contract and the embedded derivative for the fair value of the conversion rights
into Pharming shares (the "conversion option") are recognized separately.
The component parts of convertible bonds issued by the Group are classified separately as financial
liabilities and equity in accordance with the substance of the contractual arrangements and the
definitions of a financial liability and an equity instrument. A conversion option that will be settled
by the exchange of a fixed amount of cash or another financial asset for a fixed number of the
Company's own equity instruments is an equity instrument. If, or until, this fixed-for-fixed criterion
is not met, the conversion option is recognized as a financial liability derivative at fair value through
profit or loss. When this fixed-for-fixed criterion is met at a later date, the conversion option is
reclassified to equity at fair value, resulting in a fair value result immediately prior to the
reclassification.
If the fixed-for-fixed criterion is met, at the date of issue, the fair value of the debt host contract is
estimated using the prevailing market interest rate for a similar non-convertible instrument.
This amount is recorded as a liability on an amortized cost basis using the effective interest method.
The conversion option classified as equity at issuance is determined by deducting the amount of the
liability component from the fair value of the compound instrument as a whole. This is recognized
and included in equity, net of income tax effects, and is not subsequently remeasured.
If the fixed-for-fixed criterion is not met, the conversion option classified as a financial liability
derivative at recognition is measured using a pricing model. Upon and in case of reclassification to
equity when the fixed-for-fixed criterion is met at a later date, the conversion option is recognized
and included in equity, net of income tax effects, and is not subsequently remeasured. The debt
host contract is measured as the difference between the proceeds from the bond and the value of
the conversion option at initial recognition. This debt host contract is subsequently measured at
amortized cost.
Direct costs associated with the issue of the convertible bonds are allocated to the debt host
contract and the conversion option in amounts proportional to the allocation of the gross proceeds.
They are accounted for respectively in the amortized cost (debt host contract) and in equity
(conversion option meeting fixed-for-fixed criterion at initial recognition), or in the income
statement (conversion option not meeting fixed-for-fixed criterion at initial recognition).
In the case the Company extinguishes the convertible bond before maturity through an early
redemption or repurchase, the difference between the carrying amount of the debt host contract
(or part of the debt host contract) extinguished or transferred to another party and the
consideration paid, including any non-cash assets transferred or liabilities assumed, will be
recognized in the income statement.
Provisions
Provisions are recognized when there is a present obligation (legal or constructive) as a result of a
past event, it is probable that the Group will be required to settle that obligation and a reliable
estimate can be made of the amount of the obligation. The amount recognized as a provision is the
best estimate of the consideration required to settle the present obligation at the reporting date,
taking into account the risks and uncertainties surrounding the obligation. Where a provision is
measured using the cash flows estimated to settle the present obligation, its carrying amount
is the present value of those cash flows (when the effect of the time value of money is material).
The expense relating to any provision is presented in the statement of income net of any
reimbursement.
A restructuring provision is recognized when the Group has developed a detailed formal plan for
the restructuring and has raised a valid expectation in those affected that it will carry out the
restructuring by starting to implement the plan or announcing its main features to those affected
by it. The measurement of a restructuring provision includes only the direct expenditures arising
from the restructuring, which are those amounts that are both necessarily entailed by the
restructuring and not associated with the ongoing activities of the Company.
Trade and other payables
Trade and other payables are initially recognized at fair value. Subsequent measurement is at
amortized cost using the effective interest method.
Pharming Group N.V. Annual Report 2025 | 136
Strategic Business Review
Notes to the consolidated financial statements
Revenue recognition
In order to determine when to recognize revenue and at what amount, the Company applies the
following five steps, based on transfer of control over goods to the customer:
1. Identify the contract(s) with a customer;
2. Identify the performance obligations in the contract. Performance obligations are promises in
a contract to transfer to a customer goods that are distinct;
3. Determine the transaction price. The transaction price is the amount of consideration to
which an entity expects to be entitled in exchange for transferring promised goods or services to
a customer. If the consideration promised in a contract includes a variable amount, an entity
must estimate the amount of consideration to which it expects to be entitled in exchange for
transferring the promised goods or services to a customer;
4. Allocate the transaction price to each performance obligation on the basis of the relative stand-
alone selling prices of each distinct good or service promised in the contract; and
5. Recognize revenue when a performance obligation is satisfied by transferring a promised good
or service to a customer (which is when the customer obtains control of that good or service).
A performance obligation may be satisfied at a point in time (typically for promises to transfer
goods to a customer) or over time (typically for promises to transfer services to a customer).
For a performance obligation satisfied over time, an entity would select an appropriate measure
of progress to determine how much revenue should be recognized as the performance
obligation is satisfied.
All of the Group's revenue from contracts with customers is derived from delivery of goods,
specifically pharmaceutical products. The Group does not provide any additional services (including
financing services) or equipment to its customers. In accordance with IFRS 15, revenue is
recognized when the customer obtains control of the goods. For the Group's contracts the
customer usually obtains control immediately after shipment of the product, which arrives at the
customer within a short time frame.
The vast majority of the Group's contracts for revenue with customers are subject to chargebacks,
discounts and/or rebates relating directly to customers or to ultimate reimbursement claims from
government or insurance payers. These are accounted for on an estimated net basis, with any
actual discounts and rebates used to refine the estimates in due course. These variable elements
are deducted from revenue in the same period as the related sales are recorded. Due to the nature
of these variable elements, it is not practicable to give meaningful sensitivity estimates due to the
large volume of variables that contribute to the overall discounts, rebates and chargebacks
accruals.
Other income
Other income consists of gains upon sale of investments, income from government grants and gains
from early termination or modification of lease agreements.
Pharming receives certain grants which support the Company's research efforts in defined research
and development projects. These subsidies generally provide for reimbursement of approved costs
incurred as defined in various grants. Subsidies are recognized if the Company can demonstrate it
has complied with all attached conditions and it is probable that the grant amount will be received.
Grants are recognized in profit or loss on a systematic basis over the periods in which the Group
recognizes as expenses the related costs for which the grants are intended to compensate.
The Company includes income from grants under other income in the statement of income in order
to enable comparison of its statement of income with companies in the life sciences sector.
Gains arising from the early termination or modification of lease arrangements are recognized in
Other income in accordance with IFRS 16. Such gains represent the difference between the carrying
amounts of the related right‑of‑use assets and lease liabilities derecognized and any consideration
paid or received as part of the termination. Further details are provided in note 13. Right-of-use
assets. If the termination or modification of lease arrangements result in a loss, it is included in
Other operating cost.
Employee retention credits represent refundable government incentives designed to support
employment. These amounts are recognized in Other income when the Company has complied
with the relevant conditions and receipt is reasonably assured. As these credits do not relate to the
Company's ordinary revenue‑generating activities, they are presented within Other income.
Other income may also include incidental receipts such as regulatory milestone payments or similar
items. Such income is recognized when the Company becomes entitled to the amount, the related
performance obligations (if any) have been satisfied, and collection is probable.
Pension plan
For all Dutch employees, the Company participates in defined contribution pension plans with an
independent insurance company. Defined contributions are expensed in the year in which the
related employee services are rendered.
Employees in the United States are enabled to participate in a 401k plan, which also qualifies as a
defined contribution plan. To become an eligible participant, an employee must complete 6 months
of service and attain the age of 18 years. The employer matches 100% of the first 3% the employee
Pharming Group N.V. Annual Report 2025 | 137
Strategic Business Review
Notes to the consolidated financial statements
contributes to their 401k plan and 50% of any amount over 3% up to 5%. Any employee
contribution over 5% is not matched. Costs of the 401k plan are expensed in the year in which the
related employee services are rendered.
Share-based payment
The costs of option plans are measured by reference to the fair value of the options on the date on
which the options are granted. The fair value is determined using the Black-Scholes model.
The costs of these options are recognized in the income statement (share-based compensation)
during the vesting period, together with a corresponding increase in equity (other reserves).
If required, the estimate of the number of equity instruments expected to vest is revised on a
yearly basis. The impact of this revision is reflected in the statement of profit and loss (other
operating costs) and statement of changes in equity. Share-based payment charges do not affect
liabilities or cash flows in the year of expense since all transactions are equity-settled.
Pharming's employee option plan states that an employee is entitled to exercise the vested options
within five years after the date of the grant. The period in which the options become unconditional
is defined as the vesting period.
Long Term Incentive Plan
For a limited number of board members and officers, performance shares are granted free of
charge. A maximum number of predetermined shares vest three years after the grant date,
provided that the participant to the long-term incentive plan is still in service (continued
employment condition), with actual shares to be transferred based on the relative achievement
of Pharming's share price compared to a peer group.
The fair value is determined using Monte Carlo simulation. The costs of the LTIP are recognized in
the income statement during the vesting period. The fair value at the grant date includes the
market performance condition (relative total shareholder return performance) but excludes the
three-year service condition. The performance includes Total Shareholder Return (40% weighing)
and achievement of long-term strategy-oriented objectives (60% weighing). The Total Shareholders
Return is compared to a peer group.
The shares granted to the Executive Director under the LTIP, will vest in 3 years after the grant date,
subject to the achievement of targets for a three-year performance period, their relative weightings
and the pay-out limits. All shares will be subject to a retention period of 5 years from the date of
grant. In order to fully become entitled to the shares vesting under the LTI conditions the
participant must be a member of the Board of Directors as Executive Board Member at the vesting
date.
The costs of the LTIP are recognized in the income statement during the vesting period.
Restricted Stock Unit Plan
For a limited number of employees, restricted stock units are granted free of charge. A maximum
number of predetermined shares vest four years after the grant date, provided that the participant
to the long-term incentive plan is still in service (continued employment condition).
The fair value is determined to be the market price at the grant date. The costs of the RSU grant are
recognized in the income statement during the vesting period.
Leases
The Group assesses whether a contract is or contains a lease at the inception of the contract.
The Group recognizes a right-of-use asset and a corresponding lease liability with respect to all
lease arrangements in which it is a lessee, except for short-term leases (defined as leases with a
lease term of 12 months or less) and leases of low value assets (such as tablets and personal
computers, small items of office furniture and telephones). For these leases the Group recognizes
the lease payments as an operating expense on a straight-line basis over the term of the lease
unless another systematic basis is more representative of the time pattern in which the economic
benefits from the leased assets are consumed.
The lease liability is initially measured at the present value of the lease payments that are not
paid at the commencement date, discounted by using the rate implicit in the lease. If this rate
cannot be readily determined, the Group uses its incremental borrowing rate. Lease payments
included in the measurement of the lease liability comprise:
Fixed lease payments.
Variable lease payments that depend on an index or rate, initially measured using the index or
rate at the commencement date.
The lease liability is presented as a separate line in the consolidated balance sheet.
The lease liability is subsequently measured by increasing the carrying amount to reflect the
interest on the lease liability (using the effective interest method) and by reducing the carrying
amount to reflect the lease payments made.
Pharming Group N.V. Annual Report 2025 | 138
Strategic Business Review
Notes to the consolidated financial statements
The Group remeasures the lease liability (and makes a corresponding adjustment to the related
right-of-use asset) whenever:
The lease term has changed or there is a significant event or change in circumstances resulting
in a change in the assessment of exercise of a purchase option, in which case the lease liability
is remeasured by discounting the revised lease payments using a revised discount rate.
The lease payments change due to changes in an index or rate or a change in expected payment
under a guaranteed residual value, in which case the lease liability is remeasured by discounting
the revised lease payments using an unchanged discount rate (unless the lease payments
change is due to a change in a floating interest rate, in which case a revised discount rate is
used).
A lease contract is modified and the lease modification is not accounted for as a separate lease,
in which case the lease liability is remeasured based on the lease term of the modified lease by
discounting the revised lease payments using a revised discount rate at the effective date of
modification.
The right-of-use assets comprise the initial measurement of the corresponding lease liability, lease
payments made at or before commencement day, less any lease incentives received and any initial
direct costs. They are subsequently measured at cost less accumulated depreciation and
impairment losses.
Whenever the Group incurs an obligation for costs to dismantle and remove a leased asset, restore
the site on which it is located or restore the underlying asset to the condition required by the terms
and conditions of the lease, a provision is recognized and measured under IAS 37. To the extent
that the costs relate to a right-of-use asset, the costs are included in the related right-of-use, unless
those costs are incurred to produce inventories.
Right-of-use assets are depreciated over the shorter period of lease term and useful life of the
underlying asset. If a lease transfers ownership of the underlying asset or the cost of the right-of-
use asset reflects that the Group expects to exercise a purchase option, the related right-of-use
asset is depreciated over the useful life of the underlying asset. The depreciation starts at the
commencement date of the lease.
The right-of-use assets are presented as a separate line in the consolidated balance sheet.
The Group applies IAS 36 to determine whether a right-of-use asset is impaired and accounts for
any identified impairment loss as described in the 'Property, Plant and Equipment' policy.
Variable rents that do not depend on an index or rate are not included in the measurement of the
lease liability. The related payments are recognized as an expense in the period in which the event
or condition triggers those payments occur.
As a practical expedient, IFRS 16 permits a lessee not to separate non-lease components, and
instead account for any lease and associated non-lease components as a single arrangement.
For contracts that contain lease components and one or more additional lease or non-lease
components, the Group allocates the consideration in the contract to each lease component on
the basis of the relative stand-alone price of the lease component and the aggregate stand-alone
price of the non-lease components. The Group has not used this practical expedient.
Income tax
The income tax expense or credit for the period is the tax payable on the current period's taxable
income based on the applicable income tax rate for each jurisdiction adjusted by changes in
deferred tax assets and liabilities attributable to temporary differences and to unused tax losses.
The current income tax charge is calculated on the basis of the tax laws enacted or substantively
enacted at the end of the reporting period in the countries where the Company and its subsidiaries
operate and generate taxable income. The Board of Directors periodically evaluates positions taken
in tax returns with respect to situations in which applicable tax regulation is subject to
interpretation. It establishes provisions where appropriate based on amounts expected to be paid
to the tax authorities.
Deferred income tax is provided in full, using the liability method on temporary differences arising
between the tax bases of assets and liabilities and their carrying amounts in the consolidated
financial statements. Deferred income tax is determined using tax rates that have been enacted or
substantially enacted by the end of the reporting period and are expected to apply when the
related deferred income tax asset is realized, or the deferred income tax liability is settled.
Deferred tax assets are recognized only if it is probable that future taxable amounts will be
available to use those temporary differences and losses. The Company has assessed all its income
tax amounts and provisions in the light of IFRIC 23 'Accounting for Uncertain Income Taxes', and has
concluded that it is probable that its particular tax treatment will be accepted in all relevant
jurisdictions and thus it has determined taxable profit (tax loss), tax bases, unused tax losses,
unused tax credits or tax rates consistently with the tax treatment included in its income tax filings.
Current and deferred tax is recognized in profit or loss, except to the extent that it relates to items
recognized in other comprehensive income or directly in equity.
Pharming Group N.V. Annual Report 2025 | 139
Strategic Business Review
Notes to the consolidated financial statements
Earnings per share
Basic earnings per share are calculated based on the weighted average number of ordinary shares
outstanding during the period. Diluted earnings per share are computed based on the weighted
average number of ordinary shares outstanding including the dilutive effect of shares to be issued
in the future under certain arrangements such as option plans and convertible loan agreements.
2.5 Material accounting judgments and estimates
The preparation of financial statements requires judgments and estimates that affect the reported
amounts of assets and liabilities, revenues and expenses, and related disclosure of contingent
assets and liabilities at the date of the financial statements. The resulting accounting estimates will,
by definition, seldom equal the related actual results. The main estimates and assumptions that
have a risk of causing an adjustment to the carrying amounts of assets and liabilities within the next
financial year are addressed below.
Judgments:
Biological Assets
The Group's manufacturing process utilizes transgenic rabbits to produce this human recombinant
protein in their milk. The rabbits are raised at specialized and regulator approved facilities with high
standards of animal husbandry, welfare and security.
The Board of Directors has assessed the accounting for these biological assets under IAS 41:
Agriculture, and concluded that the recognition criteria in IAS 41.10(c) are not met as the fair value
or cost of the asset cannot be measured reliably due to their uniqueness and very special transgenic
nature. The cost associated with raising, nurturing and milking the rabbits are expensed in profit or
loss as incurred.
Estimates:
Revenue - U.S. Revenue Rebate Accruals
Revenue is recognized when control has been transferred to the customer. Revenue is reduced by
chargebacks and rebates for government healthcare programs, discounts to specialty pharmacies
and wholesalers, and product returns given or expected to be given, which vary by patient groups,
which represent variable revenue constraints under IFRS 15. Chargebacks and rebates for
healthcare programs depend upon the submission of claims sometime after the initial recognition
of the sale. The liability for this variable consideration is made, at the time of sale, for the estimated
chargebacks and rebates, mainly U.S. Medicaid, based on available market information and
historical experience. Because the amounts are estimated they may not fully reflect the final
outcome, and the amounts are subject to change dependent upon, amongst other things, the types
of patient groups. The level of these liabilities is being reviewed and adjusted regularly in the light
of contractual and legal obligations, historical charges and trends, past experience and projected
mixtures of patient groups. The Group acquires this information from both internal resources and
external parties.
Future events could cause the assumptions on which the accruals are based to change, which could
affect the future results of the Group. More information around accruals for rebates and discounts
can be found in note 23 of the notes to the consolidated financial statements.
Identification and measurement of assets acquired and liabilities assumed on acquisition of
Abliva AB
In 2025, the Group completed the acquisition of Abliva AB (see note 4. Business Combinations and
acquisitions of non-controlling interests). The identification and measurement of the identifiable
assets acquired and liabilities assumed required the application of significant management
judgment, particularly in determining the fair value of the napazimone (KL1333) license using a
probability‑adjusted discounted cash flow model. These estimates involved key assumptions
regarding long‑term revenue forecasts, development timelines, commercialization prospects, and
discount rates as well as timing of regulatory approvals. Given the sensitivity of the valuation to
these assumptions, the purchase price allocation represents an area of significant accounting
judgment. Further details on the acquisition and the related purchase price allocation are included
3. Going concern assessment
In preparing the consolidated financial statements, the Board of Directors is responsible for
assessing the Group's ability to continue as a going concern, disclosing, as applicable, matters
related to going concern and using the going concern basis of accounting unless the Board of
Directors either intends to liquidate the Group or to cease operations, or has no realistic alternative
but to do so.
The Group's consolidated financial statements have been prepared on a going concern basis.
The 2025 year-end balance of cash and cash equivalents, restricted cash and marketable securities
of US$181.1 million is expected to fund the Company for more than twelve months from the date
of this report.
During 2025, the Company's operating cash flows improved strongly compared to 2024, reflecting
the continued strength of RUCONEST® revenues, sustained growth of Joenja® (leniolisib), and
Pharming Group N.V. Annual Report 2025 | 140
Strategic Business Review
Notes to the consolidated financial statements
increased operational efficiencies. This improvement in underlying cash generation further
supports the Group’s assessment of its liquidity position.
Following regulatory approvals of Joenja® (leniolisib) and the acquisition of Abliva AB in early 2025,
the Company has increased investments in strengthening its commercial function and pipeline
development. While this investment initially reduced the overall cash position, they are expected to
support long‑term revenue growth and operational scalability. The Company expects to make
further investments in the acquired pipeline over the coming years, which will temporarily reduce
cash resources and affect results in 2026. The Company remains confident in the robustness of
RUCONEST® sales, growth and expansion of Joenja® sales and the expansion of its pipeline.
Presently, however, no further assurance can be given on either the timing or size of future profits.
In addition, in the event that the Company needs to raise capital by issuing additional shares,
shareholders' equity interests may be diluted as to voting power, and their interests as to value will
depend on the price at which such issues are made. The Company sees no further need to raise
capital to support its current operations, but may take an opportunity to do so in either equity issue
or through an expansion of the current convertible debt or to raise debt, or through a combination
of such instruments, to support an acquisition or in-licensing of additional assets, if appropriate
terms can be obtained that are in the best interests of shareholders.
Macro-economic developments like pressure on energy supply, increased inflation and higher
interest rates have an impact on Pharming and are managed by price increases on our products in
line with CPI development and fixed interest on our convertible bond.
Overall, based on the outcome of this assessment, Pharming's 2025 financial statements have been
prepared on the basis of a going concern assumption and no material uncertainties exist that may
cast significant doubt on the Group's ability to continue as a going concern. Notwithstanding their
belief and confidence that Pharming will be able to continue as a going concern, the Executive
Directors and Officers emphasize that the actual cash flows may potentially ultimately deviate up or
down from our projections due to various reasons. In the absence of unforeseen significant events
outside of our control such as banning of the product from sale in a major market, the Executive
Directors and Officers believe that the Company will have more than sufficient resources to meet
all obligations within the next 12 months after the date of these financial statements.
4. Business combinations and acquisitions of non-controlling
interests
Acquisition of Abliva AB
On February 14, 2025, the Group acquired 88.9% of the voting shares of Abliva AB (“Abliva”),
a listed company based in Sweden. Abliva is a biotechnology company, based in Lund, Sweden,
focused on developing medicines for the treatment of mitochondrial disease. Pharming acquired
Abliva to further strengthen the clinical pipeline, aligning with our vision to become a leading global
rare disease company. By June 18, 2025, Pharming obtained 100% of the shares of Abliva. This
disclosure provides the financial information relating to the business combination.
At initial recognition, Pharming elected to measure the non-controlling interests in Abliva as a
proportionate share of the identifiable assets.
Assets acquired and liabilities assumed
The fair values of the identifiable assets and liabilities of Abliva as at the date of acquisition were:
Amounts in US$ ‘000
Fair value recognized on acquisition
Intangible assets: KL1333
61,114
Intangible assets: Software
75
Deferred tax assets
12,397
Investments in equity instruments designated at FVTOCI
210
Trade and other receivables
1,591
Cash and cash equivalents
2,610
Assets
77,997
Deferred tax liability
(12,397)
Trade and other payables
(1,244)
Liabilities
(13,641)
Total identifiable net assets at fair value
64,356
Non-controlling interest
(7,285)
Goodwill arising on acquisition
2,903
Purchase consideration transferred
59,974
Pharming Group N.V. Annual Report 2025 | 141
Strategic Business Review
Notes to the consolidated financial statements
Abliva's lead product, KL1333, now known as napazimone (KL1333), a regulator of the essential co-
enzymes NAD⁺ and NADH, is in a pivotal clinical study (FALCON) in adult patients with genetically
confirmed primary mitochondrial disease (PMD) with mitochondrial DNA (mtDNA) mutations who
experience consistent, debilitating fatigue and muscle weakness (myopathy), and reduced life
expectancy. Over 30,000 patients diagnosed with mtDNA mitochondrial disease would be
potentially addressable by napazimone (KL1333) in the U.S., EU4 (France, Germany, Italy, Spain)
and the UK. Napazimone (KL1333) has shown positive clinical effects in a proof-of-concept Phase 1b
study, and a pre-planned interim analysis of the ongoing pivotal FALCON trial demonstrated
promising differences over placebo in both alternate primary efficacy endpoints. Napazimone
(KL1333) has received Fast Track designation in the U.S. and Orphan Drug Designation for the
treatment of PMD in the U.S. and EU.
The KL1333 license agreement was identified as the key intangible asset acquired in the Abliva
transaction, reflecting its status as the primary source of future economic benefits. The fair value
of this asset was determined using a probability‑adjusted discounted cash flow approach (MEEM),
incorporating long‑term revenue expectations, milestone and royalty obligations. Identified
intangible asset value of Abliva resides in the exclusive global commercialization rights embedded
in the license agreement. This analysis resulted in a fair value of US$61.1 million at the acquisition
date.
As part of the acquisition of Abliva, Pharming obtained 84,444 shares in Isomerase Therapeutics
Limited (“Isomerase”), representing approximately 10% of its outstanding shares. Isomerase is
a privately held U.K.-based synthetic biology firm and a former strategic partner of Abliva AB.
The investment was initially measured at fair value and subsequently sold to Isomerase in
November 2025 for GBP 168,888 (US$0.2 million) within the IFRS 3 measurement period.
Trade and other receivables primarily comprise short-term investments of surplus cash,
placed in interest-bearing deposits with original maturities of three to nine months.
These deposits matured in February 2025, at which point the funds were received as cash.
The deferred tax liability mainly arises from the recognition of the intangible asset napazimone
(KL1333), reflecting the associated tax effects.
The goodwill recognized as a result of the business combination represents the optionality for
Pharming to resume research projects outside of KL1333, as well as the fair value of the acquired
workforce, which does not qualify for separate recognition on the balance sheet.
Loss before tax generated by Abliva and included in the consolidated Statement of Income from
February 14, 2025 to December 31, 2025 was US$26.9 million. If the combination had taken place
at the beginning of the year, the profit before tax for the Group would have been US$27.4 million.
Abliva did not contribute any revenue during 2025.
Acquisition of remaining interest in Abliva
In the period from February 14, 2025, to June 18, 2025, Pharming acquired the remaining 11.1%
interest in the voting shares of Abliva, thereby increasing its ownership to 100%. A cash
consideration of US$7.9 million was paid to the non-controlling shareholders. Upon acquisition, the
accumulated other comprehensive income from currency translation differences (US$0.1 million)
attributed to the non-controlling interest was reclassified to other reserves. The excess of the cash
consideration paid over the carrying amount of the acquired non-controlling interest after
reclassifying the accumulated other comprehensive income, an amount of US$0.2 million, has been
recognized directly in accumulated deficit in equity. Following the acquisition of the remaining
interest in Abliva, the total consideration in cash amounts to US$68.0 million in 2025 based on the
price of SEK 0.45 paid per share.
Analysis of cash flows on acquisition
Amounts in US$ ‘000
Acquisition of a subsidiary (included in cash flows from investing activities)
(60,087)
Net cash acquired with the subsidiary (included in cash flows from investing
activities)
2,611
Acquisition-related costs of the acquisition (included in cash flows from
operating activities)
(11,263)
Acquisition of non-controlling interests (included in cash flows from financing
activities)
(7,876)
Net cash flow on acquisition
(76,615)
Acquisition-related costs of US$10.3 million were expensed in the period and included within other
operating costs in the Consolidated Statement of Income. Moreover, acquisition-related costs of
US$1.0 million were expensed in the year ended December 31, 2024 related to this acquisition.
Pharming Group N.V. Annual Report 2025 | 142
Strategic Business Review
Notes to the consolidated financial statements
5. Segment information
Operating segments are components of the Company that engage in business activities from
which it may incur expenses, for which discrete financial information is available and whose
operating results are evaluated regularly by the Company's Chief Operating Decision Maker
("CODM") to make decisions about resources to be allocated to the segment and assess its
performance. The Executive Members of the Board of Directors are considered the CODM.
CODM reviews the Company's results under four operating segments based on a combination of
the products that the Company has launched - RUCONEST® and Joenja®, and the main geographies
where sales are consummated - focused on the U.S. and reporting, in aggregate, Europe and Rest
of the World ("RoW"). The four operating segments correspond to each of its four reportable
segments for financial reporting purposes.
The CODM reviews revenues and gross profit to assess the performance of their operating
segments. The CODM does not review financial information on a segmental basis below gross
profit, and balance sheet information is not allocated to the company's reportable segments.
There are no intersegment sales.
Total revenues and gross profit per each operating and reportable segment for the period ended
for the years ended December 31, 2025 and 2024 are:
Amounts in US$ ‘000
2025
2024
RUCONEST®
Joenja®
Total
RUCONEST®
Joenja®
Total
Revenues:
US
311,672
50,074
361,746
246,649
40,500
287,149
Europe and RoW
6,249
8,139
14,388
5,590
4,461
10,051
Total revenues
317,921
58,213
376,134
252,239
44,961
297,200
Gross profit:
US
284,542
39,775
324,317
221,093
35,136
256,229
Europe and RoW
(926)
7,243
6,317
1,126
4,446
5,572
Total gross profit
283,616
47,018
330,634
222,219
39,582
261,801
Non-current assets (excluding deferred tax assets) with a carrying amount of US$163.9 million are
located in The Netherlands and US$5.6 million are located outside The Netherlands.
6. Revenues
The increase in revenues was driven by higher sales of RUCONEST® in the U.S. market (US$311.7
million in 2025 compared to US$246.6 million in 2024) and higher sales of Joenja® worldwide
(US$58.2 million in 2025 compared to US$45.0 million in 2024). Revenues of RUCONEST® in Europe
and Rest of World amounted to US$6.2 million in 2025 compared to US$5.6 million in 2024.
Revenues of Joenja® in Europe and Rest of World amounted to US$8.1 million in 2025 compared to
US$4.5 million in 2024. These revenues include UK commercial sales and revenue from Named
Patient Programs.
Two U.S. customers represent approximately US$290.9 million (77%) of our net revenues in 2025,
per customer US$156.2 million and US$134.7 million respectively. In 2024 these two, U.S.
customers represent approximately US$227.7 million (77%) of our net revenues, per customer
US$134.8 million and US$92.9 million respectively. These customers are specialty pharmacies that
are specialized in distribution of pharmaceuticals in our and competitors' disease area and
distribute our product.
7. Other income
Other income related to the following:
Amounts in US$ ‘000
2025
2024
Gain on lease termination
3,877
Grants
1,076
2,106
Employee retention credit refunds
1,341
Other
234
71
Total
6,528
2,177
The gain on lease termination relates to the early termination of the DSP facility lease at Pivot Park
in Oss. Further information on the related right‑of‑use assets and lease arrangements is disclosed in
The received grants amounted to US$1.1 million in 2025 (US$2.1 million in 2024). The grants are
annual payroll-tax reimbursement granted by the Dutch and French governments for research and
development activities actually conducted by the Company in those countries.
Pharming Group N.V. Annual Report 2025 | 143
Strategic Business Review
Notes to the consolidated financial statements
In 2025, the Company received refunds of US$1.4 million from the U.S. Treasury under the
Employee Retention Credit (ERC) program. These refunds relate to claims filed for the 2020 tax
year.
The remaining other income of US$0.2 million consists primarily out of a regulatory milestone
receipt for a clinical trial permit.
8. Expenses by nature
Costs of sales
Costs of sales in 2025 and 2024 were as follows:
Amounts in US$ ‘000
2025
2024
Cost of inventories recognized as expenses
(31,972)
(25,645)
Royalty fees
(5,793)
(4,907)
Sales milestone
(5,000)
Obsolete inventory impairments
(2,735)
(4,847)
Total
(45,500)
(35,399)
Pharming expensed royalty fees and sales milestones to Novartis on Joenja® sales, amounting to
US$10.8 million in 2025 (2024: US$4.9 million). See note 27. Commitments and contingencies for
further information on the royalty fees to Novartis.
The sales milestone relates to achieving first‑time annual net sales of US$50.0 million for Joenja®.
After a sales threshold has been reached for the first year, the milestone payment for that
threshold does not recur, see note 27. Commitments and contingencies.
Obsolete inventory impairment stems from the valuation of the inventories against lower net
realizable value and mainly relates to products no longer eligible for commercial sales. Impairments
related to inventories designated for commercial activities amounted to a charge of US$2.7 million
in 2025 (2024: US$4.8 million).
Other operating costs
Other operating costs in 2025 and 2024 were as follows:
Amounts in US$ ‘000
2025
2024
Employee costs
(127,359)
(104,186)
Amortization costs intangible assets
(6,541)
(6,273)
Depreciation Property, plant and equipment and right of use assets
(4,184)
(4,769)
Impairment losses property, plant and equipment and right of use assets
(491)
(5,027)
Direct Operating Expenses
(143,199)
(123,080)
Other indirect costs
(29,546)
(29,264)
Total other operating costs
(311,320)
(272,599)
As percentage of net sales
(83)%
(92)%
Costs of research and development
Research and development costs are specified as follows:
Amounts in US$ ‘000
2025
2024
Employee costs
(34,853)
(29,869)
Amortization costs intangible assets
(256)
(232)
Depreciation Property, plant and equipment and right of use assets
(1,260)
(1,449)
Direct Operating Expenses
(59,381)
(47,232)
Other indirect research and development costs
(4,617)
(4,365)
Total research and development costs
(100,367)
(83,147)
As percentage of net sales
(27)%
(28)%
Operating expenses for research and development activities increased to US$100.4 million in 2025
from US$83.1 million in 2024. The increase mainly reflects higher expenditures related to
investment in the napazimone (KL1333) program following its acquisition, including integration of
development activities and preparation for further clinical advancement.
Pharming Group N.V. Annual Report 2025 | 144
Strategic Business Review
Notes to the consolidated financial statements
Costs of general and administrative activities
General and administrative costs are specified as follows:
Amounts in US$ ‘000
2025
2024
Employee costs
(36,218)
(25,526)
Amortization costs intangible assets
(634)
(617)
Depreciation property, plant and equipment and right of use assets
(2,447)
(2,926)
Impairment losses property, plant and equipment and right of use assets
(491)
(5,027)
Direct Operating Expenses
(21,893)
(18,790)
Other indirect general and administrative costs
(18,274)
(17,764)
Total general and administrative costs
(79,958)
(70,650)
As percentage of net sales
(21)%
(24)%
Operating expenses for general and administrative activities increased to US$80.0 million in 2025
from US$70.7 million in 2024. Employee costs increased primarily due to severance expenses
related to the acquired Abliva AB, restructuring activities, higher share-based compensation,
and a higher average number of full‑time equivalents (FTEs) for the full year.
Direct operating expenses increased primarily due to costs associated with the public cash offer in
2025 to acquire all issued and outstanding shares of Abliva AB.
Furthermore, in 2025 an additional impairment loss of US$0.5 million was recognized in connection
with the remaining right‑of‑use assets related to the cancelled downstream production capacity at
Pivot Park in Oss, the Netherlands, see note 13. Right-of-use assets for further details.
Costs of marketing and sales activities
Marketing and sales costs are specified as follows:
Amounts in US$ ‘000
2025
2024
Employee costs
(56,288)
(48,791)
Amortization costs intangible assets
(5,651)
(5,424)
Depreciation property, plant and equipment and right of use assets
(477)
(394)
Direct Operating Expenses
(61,925)
(57,058)
Other indirect marketing and sales costs
(6,655)
(7,135)
Total marketing and sales costs
(130,995)
(118,802)
As percentage of net sales
(35)%
(40)%
Operating expenses for marketing and sales increased in 2025 to US$131.0 million from US$118.8
million in 2024. Employee costs increased primarily due to bonuses tied to sales performance.
Direct operating expenses increased, mainly due to the further expansion of the commercial
organization and infrastructure in the U.S., Europe and other key global launch markets, in view of
the anticipated approval by other regulatory authorities in 2026 and beyond.
Employee benefits
Amounts in US$ ‘000
2025
2024
Salaries
(98,526)
(80,026)
Social security costs
(10,484)
(9,278)
Pension costs
(4,582)
(3,629)
Share-based compensation
(13,767)
(11,253)
Total
(127,359)
(104,186)
Salaries include holiday allowances and cash bonuses for staff.
Employee benefits are included in:
Amounts in US$ ‘000
2025
2024
Research and development
(34,853)
(29,869)
General and administrative
(36,218)
(25,526)
Marketing and sales
(56,288)
(48,791)
Total
(127,359)
(104,186)
Pharming Group N.V. Annual Report 2025 | 145
Strategic Business Review
Notes to the consolidated financial statements
The number of employees
Average full time equivalent
2025
2024
Research and development
119
129
General and administrative
139
125
Marketing and sales
111
109
Production
40
41
Total
409
404
The average number of full time equivalents (FTEs) working outside the Netherlands was 195 (2024:
196). The increase of the total number of FTEs was in line with the overall business growth across
the Company. Employee benefits of production related FTEs have been included in the value of
inventories.
Employee benefits are charged to research and development costs, general and administrative
costs, or marketing and sales costs based on the nature of the services provided by each employee.
Depreciation and amortization charges
Amounts in US$ ‘000
notes
2025
2024
Property, plant and equipment
12
(1,210)
(1,395)
Intangible assets
11
(6,541)
(6,273)
Right of use assets
13
(3,464)
(3,374)
Total
(11,216)
(11,042)
Independent auditor's fees
Both the 2025 and the 2024 audit were performed by Deloitte Accountants B.V.
Amounts in US$ ‘000
2025
2024
Audit Fees
(1,906)
(1,690)
Audit Related Fees
Tax advisory
Total
(1,906)
(1,690)
9. Other finance income and expenses
Amounts in US$ ‘000
2025
2024
Interest income
2,176
4,858
Foreign currency gains
1,985
Other finance income
2,176
6,843
Amortization and interest on convertible bonds
(9,685)
(7,699)
Fees and expenses on repayment and issuance convertible bonds
(1,151)
Interest leases
(1,034)
(1,038)
Foreign currency losses
(7,225)
Other finance expenses
(196)
(56)
Other finance expenses
(18,140)
(9,944)
Total other finance income and expenses
(15,964)
(3,101)
Interest income
Since 2023, the Company has used excess cash to invest in euro denominated readily convertible
S&P AA1-rated government treasury certificates with a maturity of six months or less from the date
of acquisition. Since 2024, excess cash has also been used to invest in money market funds. In 2025,
interest income decreased compared to 2024, primarily due to a lower level of excess cash
available for investments, as well as a decline in prevailing market interest rates. Reference is made
to note 15. Marketable securities for more information on these investments.
Foreign currency results
Foreign currency results primarily arise from the revaluation of intercompany balances and
transactions denominated in foreign currencies. The losses in 2025 mainly relate to currency
differences arising within the Group where the functional currency of the entity differs from the
currency in which intercompany balances and transactions are denominated.
Expenses on convertible bonds
Amortization and interest on convertible bonds in 2025 and 2024 relate to the amortized costs and
coupons on the convertible bonds as disclosed in note 20. Convertible bonds. The amortized costs
are calculated at the effective rate of interest, which takes account of any equity component on
recognition such as early repayment options. The fees and expenses on repayment and issuance of
the convertible bonds relate to the premium paid over the current carrying amount upon
repayment and to the direct costs allocated to the conversion option as disclosed in note 20.
Pharming Group N.V. Annual Report 2025 | 146
Strategic Business Review
Notes to the consolidated financial statements
10. Income tax
Income taxes on ordinary activities
The following table specifies the current and deferred tax components of income taxes in the
income statement:
Amounts in US$ ‘000
2025
2024
Income tax credit (expense)
Current tax
Current tax on profit or loss for the year
(7,692)
(9,287)
Adjustments for current tax of prior periods
(765)
315
Total current tax expense
(8,457)
(8,972)
Deferred income tax
Deferred tax on profit or loss for the year
(2,187)
7,469
Adjustments for deferred tax of prior periods
334
(1,846)
Total deferred tax credit (expense)
(1,853)
5,623
Income tax credit (expense)
(10,310)
(3,349)
Effective income tax rate
Pharming Group's effective rate in its consolidated income statement differed from the
Netherlands' statutory tax rate of 25.8%. The following table reconciles the tax credit (expense) at
the statutory rate to actual credit (expense) for the year in the consolidated income statement:
Amounts in US$ ‘000
2025
ETR %
2024
ETR %
Reconciliation of tax charge
Profit, (loss) before taxation
12,847
(8,492)
Profit/(loss) multiplied by
standard rate of tax in The Netherlands
(3,315)
25.8%
2,190
Effects of:
Tax rate in other jurisdictions
255
(2.0)%
999
11.8%
Non-taxable income
1,384
(10.8)%
657
7.7%
Non deductible expenses
(2,081)
16.2%
(1,527)
(18.0)%
Share based payments
(1,490)
11.6%
(2,510)
(29.6)%
Adjustments of prior periods
(426)
3.3%
(1,531)
(18.0)%
Change in statutory applicable tax rate
%
%
(De)recognition of deferred tax assets
(3,613)
28.1%
(333)
(3.9)%
U.S. State taxes and other
(1,024)
8.0%
(1,294)
(15.2)%
Income tax credit (expense) for the year
(10,310)
80.3%
(3,349)
(39.4)%
Factors affecting current and future tax charges
The primary difference between the nominal and the effective tax for 2025 stems from U.S. profits
being taxed at a combined Federal and State tax rate of 29.4%, while a portion of the losses in the
Netherlands does not result in an offsetting tax credit due to being partially attributable to non-
deductible expenses.
Pharming Group N.V. Annual Report 2025 | 147
Strategic Business Review
Notes to the consolidated financial statements
Deferred tax
The balance of the net deferred tax assets/(liabilities) is therefore shown below:
Amounts in US$ ‘000
2025
2024
Total deferred tax assets
41,498
41,923
Total deferred tax liabilities
(10,481)
(11,379)
Total net deferred tax assets (liabilities)
31,017
30,544
The deferred tax assets and liabilities are offset to the extent there is a legally enforceable right to
set off current tax assets against current tax liabilities and to the extent the intention exists to settle
on a net basis or realize the asset and settle the liability simultaneously.
The significant components and annual movements of deferred income tax assets as of
December 31, 2025, and December 31, 2024, are as follows:
Amounts in US$ ‘000
2025
2024
Intangible assets
727
3,289
Accruals
4,759
4,015
Lease liabilities
3,492
6,292
Unrealized profit in inventory
13,472
10,498
Other
8,780
5,923
Tax losses
10,268
11,906
Total deferred tax assets
41,498
41,923
Amounts in US$ ‘000
Intangible
assets
Lease
liabilities
Accruals
Unrealized
profit in
inventory
Other
Tax losses
Total
At January 1, 2024
2,183
7,063
4,151
8,453
3,484
12,529
37,863
(Charged)/credited
- to profit or loss
1,107
(371)
(133)
1,811
3,076
(416)
5,074
- other movement
- to accumulated deficit
847
(626)
540
761
- currency translation
(1)
(400)
(3)
(613)
(11)
(747)
(1,775)
At December 31, 2024
3,289
6,292
4,015
10,498
5,923
11,906
41,923
(Charged)/credited
- to profit or loss
10,724
(3,478)
743
3,247
1,432
(16,396)
(3,728)
- other movement
(12,240)
(8)
8
12,240
- to accumulated deficit
(1,718)
1,417
(301)
- currency translation
(1,046)
678
9
1,445
2,518
3,604
At December 31, 2025
727
3,492
4,759
13,472
8,780
10,268
41,498
Deferred tax assets relate primarily to historical net operating losses in the Netherlands and
Sweden. Under current tax legislation, tax losses in both jurisdictions may be carried forward
indefinitely and do not expire.
Management has assessed the recoverability of these deferred tax assets based on the Group's
latest budget for 2026 and its long-range forecasts for the subsequent five-year period.
These forecasts indicate that the Group expects to generate sufficient taxable profits within the
next three years to utilize the available tax loss carry forwards. Accordingly, management concludes
that it remains probable that the deferred tax assets will be realized and that continued recognition
is appropriate.
Accruals represent deferred tax assets recognized for temporary differences between the carrying
amount and tax bases of accrued liabilities in the U.S.
The unused tax losses were incurred by the Dutch fiscal unity and Pharming Healthcare.
Pharming Group N.V. Annual Report 2025 | 148
Strategic Business Review
Notes to the consolidated financial statements
The calculation of the deferred tax asset is as shown below:
Amounts in US$ ‘000
2025
2024
Net Operating Losses - Netherlands
Net Operating Losses at year-end
37,856
46,143
Portion selected for deferred tax asset
37,856
46,143
Tax rates used:
2025 and later : 25,8% (2024: 25,8%)
9,767
11,905
Total tax effect Netherlands
9,767
11,905
Net Operating Losses - Sweden
Net Operating Losses at year-end
52,468
Portion selected for deferred tax asset
2,429
Tax rates used:
2025 and later : 20,6% (2024: N/A)
500
Total tax effect Sweden
500
Net Operating Losses - U.S.
Net Operating Losses at year-end
17
17
Portion selected for deferred tax asset
17
17
Tax rate used:
2025 and later: 7.26% (2024: 7.26%)
1
1
Total tax effect U.S.
1
1
Tax effect Netherlands - losses deferred
9,767
11,905
Tax effect Sweden - losses deferred
500
Tax effect U.S. - losses deferred
1
1
Total deferred tax asset
10,268
11,906
The current part of the net deferred tax assets is US$17.2 million (2024: US$11.9 million).
The component and annual movement of deferred income tax liabilities as of December 31, 2025,
and December 31, 2024, are as follows:
Amounts in US$ ‘000
2025
2024
Tangible fixed assets
(3,266)
(2,916)
Convertible bonds
(4,652)
(5,067)
Other liabilities
(2,563)
(3,396)
Total deferred tax liabilities
(10,481)
(11,379)
Amounts in US$ ‘000
Tangible fixed assets
Convertible
bonds
Other liabilities
Total
At January 1, 2024
(4,865)
(3,237)
(8,102)
(Charged)/credited
- to profit or loss
1,749
(1,038)
(160)
551
- to other comprehensive income
(4,251)
(4,251)
- currency translation
200
222
1
423
At December 31, 2024
(2,916)
(5,067)
(3,396)
(11,379)
(Charged)/credited
- to profit or loss
4
1,040
835
1,879
- currency translation
(354)
(625)
(2)
(981)
At December 31, 2025
(3,266)
(4,652)
(2,563)
(10,481)
Pharming Group N.V. Annual Report 2025 | 149
Strategic Business Review
Notes to the consolidated financial statements
11. Intangible assets
Amounts in US$ ‘000
RUCONEST®
for HAE (EU)
RUCONEST®
licenses
Joenja®
license
KL1333 license
Goodwill
Software
Total
At cost
581
69,709
24,447
4,772
99,509
Accumulated amortization
(581)
(24,437)
(1,326)
(1,898)
(28,242)
Carrying value at January 1, 2024
45,272
23,121
2,874
71,267
Amortization charges
(3,686)
(1,735)
(852)
(6,273)
Assets acquired
6
6
Divestments - cost
(570)
(570)
Divestment - accumulated amortization
570
570
Currency translation - cost
(11)
(4,131)
(1,449)
(283)
(5,874)
Currency translation - amortization
11
1,603
151
148
1,913
Movement 2024
(6,214)
(3,033)
(981)
(10,228)
At cost
65,578
22,998
4,495
93,071
Accumulated amortization
(26,520)
(2,910)
(2,602)
(32,032)
Carrying value at January 1, 2025
39,058
20,088
1,893
61,039
Amortization charges
(3,839)
(1,809)
(893)
(6,541)
Assets acquired
61,114
2,903
87
64,104
Currency translation - cost
8,636
3,029
8,745
416
592
21,418
Currency translation - amortization
(3,647)
(456)
(379)
(4,482)
Movement 2025
1,150
764
69,859
3,319
(593)
74,499
At cost
74,214
26,027
69,859
3,319
5,174
178,593
Accumulated amortization
(34,006)
(5,175)
(3,874)
(43,055)
Carrying value at December 31, 2025
40,208
20,852
69,859
3,319
1,300
135,538
Pharming Group N.V. Annual Report 2025 | 150
Strategic Business Review
Notes to the consolidated financial statements
Category
Description
Amortization period
Total
Remaining
RUCONEST® for HAE (EU)
RUCONEST® for HAE (EU) development costs
10 years
Fully amortized
RUCONEST® license
RUCONEST® license for HAE (US)
20 years
11 years
RUCONEST® license
RUCONEST® license for HAE (EU)
7 years
1 year
Joenja® license
Joenja® license for APDS
14 years
11 years
KL1333 license
KL1333 license for mitochondrial disease
N/A
N/A
Goodwill
Goodwill on acquisition Abliva AB
N/A
N/A
Software
Software development costs
3 to 5 years
1 to 5 years
RUCONEST® for HAE (EU)
The Company has capitalized development costs in relation to RUCONEST® for HAE in the
European Union. Following market launch of the product in 2010 the amortization of the asset
started, and no further development costs have been capitalized in respect to this item since then.
These development costs are fully amortized since the end of 2021.
RUCONEST® license
The RUCONEST® license relates to the RUCONEST® acquisition of all North American
commercialization rights from Bausch Health in 2016 and the RUCONEST® acquisition of all
European commercialization and distribution rights from Swedish Orphan International AB
("Sobi") in 2020. The remaining useful life and residual value of the RUCONEST® license for HAE
(EU) were reassessed after the strategic decision to withdraw the product from the non-US
markets.
Joenja® license
In August 2019, Pharming entered into a development collaboration and license agreement with
Novartis to develop and commercialize leniolisib, a small molecule phosphoinositide 3-kinase delta
(PI3Kδ) inhibitor being developed by Novartis to treat patients with activated phosphoinositide
3-kinase delta syndrome (APDS). Following FDA approval per March 24, 2023, the amortization of
the Joenja® license commenced. Since 2023, no additional development costs were capitalized.
Napazimone (KL1333) license
Following the acquisition of Abliva AB in February 2025, Pharming obtained the exclusive global
rights (excluding South Korea and Japan) to develop and commercialize napazimone (KL1333) under
a license agreement. Napazimone (KL1333) is a novel oral therapy targeting mitochondrial DNA-
driven primary mitochondrial diseases and is currently in a pivotal clinical trial, for which the
Independent Data Monitoring Committee (IDMC) supported continuation of the FALCON study
without and modifications. The product has received Fast Track designation in the U.S. and Orphan
Drug Designation in both the U.S. and EU. As napazimone (KL1333) is still in development and not
yet approved for sale, the intangible asset is not amortized. The asset is tested for impairment
annually or when indicators arise, in accordance with IAS 36. Amortization will commence once the
product is available for use, which is expected upon regulatory approval and market launch.
Goodwill
Goodwill arose from the acquisition of Abliva AB, as further described in note 4. Business
the expected future economic benefits arising from assets that are not individually identified and
separately recognized. Goodwill is recognized as an intangible asset with an indefinite useful life
and is not amortized, but is tested for impairment annually or more frequently if indicators of
impairment arise, in accordance with IAS 36.
Software
Amortization of software is mainly related to the ERP system SAP S/4HANA.
Pharming Group N.V. Annual Report 2025 | 151
Strategic Business Review
Notes to the consolidated financial statements
12. Property, plant and equipment
Amounts in US$ ‘000
Operational
facilities
Leasehold
Improvement
Machinery and
equipment
Other
Asset under
construction
Total
At cost
4,913
5,546
9,660
5,131
179
25,429
Accumulated depreciation
(3,388)
(2,487)
(6,386)
(3,479)
(15,740)
Carrying value at January 1, 2024
1,525
3,059
3,274
1,652
179
9,689
Investments
197
219
230
144
790
Internal transfer - cost
175
(175)
Depreciation charges
(355)
(266)
(756)
(900)
(2,277)
Currency translation - cost
(291)
(311)
(582)
(152)
(3)
(1,339)
Currency translation - accumulated depreciation
216
148
410
115
889
Movement 2024
(430)
(232)
(709)
(532)
(34)
(1,937)
At cost
4,622
5,432
9,297
5,384
145
24,880
Accumulated depreciation
(3,527)
(2,605)
(6,732)
(4,264)
(17,128)
Carrying value at January 1, 2025
1,095
2,827
2,565
1,120
145
7,752
Investments
173
188
388
749
Internal transfer - cost
144
(145)
(1)
Divestments
(143)
(143)
Depreciation charges
(360)
(333)
(659)
(706)
(2,058)
Depreciation of disinvestment
96
96
Currency translation - cost
609
654
1,226
343
2,832
Currency translation - accumulated depreciation
(479)
(333)
(909)
(273)
(1,994)
Movement 2025
(230)
305
(201)
(248)
(145)
(519)
At cost
5,231
6,403
10,568
6,115
28,317
Accumulated depreciation
(4,366)
(3,271)
(8,204)
(5,243)
(21,084)
Carrying value at December 31, 2025
865
3,132
2,364
872
7,233
Pharming Group N.V. Annual Report 2025 | 152
Strategic Business Review
Notes to the consolidated financial statements
Category
Depreciation period
Operational facilities
10-20 years
Leasehold improvements
5-15 years
Machinery and equipment
5-10 years
Other property, plant & equipment
5-10 years
In 2025, the Company had capital expenditures of US$0.7 million (2024: US$0.8 million), mainly
related to new machinery and equipment.
Depreciation charges on production related property, plant and equipment of US$0.7 million in
2025 (2024: US$0.8 million) have been included in the value of inventories and an amount of
US$1.4 million of the total 2025 depreciation costs has been charged to the statement of income
(2024: US$1.5 million).
13. Right-of-use assets
This note provides information for leases where the Group is a lessee.
The balance sheet shows the following amounts relating to leases:
Amounts in US$ ‘000
Buildings
Cars
Total
At cost
30,959
4,009
34,968
Accumulated depreciation
(9,311)
(1,880)
(11,191)
Carrying value at January 1, 2024
21,648
2,129
23,777
Additions
2,395
2,395
Remeasurement
338
338
Divestments
(305)
(1,694)
(1,999)
Depreciation charges
(2,627)
(1,280)
(3,907)
Depreciation of disinvestment
186
1,515
1,701
Impairment
(5,027)
(5,027)
Currency translation - cost
(1,431)
(41)
(1,472)
Currency translation - accumulated depreciation
557
19
576
Movement 2024
(8,309)
914
(7,395)
At cost
24,534
4,669
29,203
Accumulated depreciation
(11,195)
(1,626)
(12,821)
Carrying value at January 1, 2025
13,339
3,043
16,382
Additions
551
551
Remeasurement
2,393
2,393
Divestments
(1,367)
(1,174)
(2,541)
Depreciation charges
(2,345)
(1,194)
(3,540)
Depreciation of disinvestment
1,367
1,009
2,376
Impairment
(491)
(491)
Currency translation - cost
2,877
91
2,968
Currency translation - accumulated depreciation
(1,324)
(37)
(1,360)
Movement 2025
1,110
(754)
356
At cost
27,946
4,136
32,082
Accumulated depreciation
(13,497)
(1,847)
(15,344)
Carrying value at December 31, 2025
14,449
2,289
16,738
Pharming Group N.V. Annual Report 2025 | 153
Strategic Business Review
Notes to the consolidated financial statements
During 2022, the lease for the DSP facility at Pivot Park in Oss, the Netherlands commenced and
resulted in an investment of US$14.6 million. The intention for this facility was primarily to set up
an independent production line, which was cancelled and the building remained empty and unused.
Since 2024, Pharming has entered into negotiations to terminate this lease. Consequently, the
Company fully impaired the related right-of-use asset. Impairment charges totaled US$13.6 million
over the period 2022 to 2024. Following an inflation-related increase in lease payments in 2025,
the right-of-use asset was remeasured upward by US$0.5 million and immediately impaired, given
the continued unused status of the facility. At the end of 2025, the Company entered into a
termination agreement to cancel the lease related to the respective asset. As the associated
right‑of‑use asset had previously been fully impaired, its carrying amount at the time of termination
was nil. The termination agreement resulted in a book gain of US$3.9 million, which has been
recognized in the consolidated statement of income under ‘Other income’.
The building remeasurement is related to adjustments in the existing right-of-use assets to account
for inflation-related higher lease payments.
The Company applies for the recognition exemption for short-term leases and lease of low-value
assets. The respective lease payments are recorded in the consolidated statement of income and
are immaterial to the financial statements.
Amounts recognized in the statement of income
Depreciation charges on production related right-of-use assets of US$0.6 million in 2025 (2024:
US$0.5 million) have been included in the value of inventories and an amount of US$3.0 million of
the total 2025 depreciation costs has been charged to the statement of income (2024: US$3.4
million).
The statement of income shows the following amounts relating to leases:
Amounts in US$ ‘000
2025
2024
Depreciation right of use buildings
(1,779)
(2,094)
Impairment right of use buildings
(491)
(5,027)
Depreciation right of use cars
(1,194)
(1,280)
Interest expense (note 9)
(1,034)
(1,038)
Gain on termination of lease agreement (note 7)
3,877
Total
(621)
(9,439)
Lease charges
The non-cancellable leases at December 31, 2025, have remaining terms of between one and
twelve years and generally include a clause to enable upward revision of the rental charge on an
annual basis according to prevailing market conditions.
The expected lease charges after the end of the reporting year have been disclosed in note 28.
Financial risk management. Allocations of the lease charges to cost of sales or general and
administrative expenses have been based on the nature of the asset in use.
14. Investments
14.1 Investments accounted for using the equity method
The investment in BioConnection group (BioConnection) provides the Company with significant
influence over BioConnection, and as such has been treated as an associate of the Group.
As at December 31, 2025, the asset relates to an investment in the ordinary shares of
BioConnection Investments B.V. During the second quarter of 2022, Pharming entered into a share
purchase agreement, following receipt of an offer for all shares in BioConnection by Gimv, a
European investment company listed on Euronext Brussels. The existing shareholders (including
Pharming) reached agreement with Gimv on the sale of all issued and outstanding shares to a new
holding company (BioConnection Investments B.V.) incorporated by Gimv, followed by a partial re-
investment by existing shareholders of the purchase price in the share capital of BioConnection
Investments B.V. The re-investment relates to the purchase of ordinary shares and a preference
share. The transaction diluted Pharming's stake in this investment from 43.85% in 2021 to 23.60%
in 2022. At December 31, 2025, Pharming's stake in this investment is 23.00%.
The Company made an assessment on the accounting treatment of the agreement and concluded
that the sale of the BioConnection ordinary shares and purchase of the BioConnection Investments
B.V. ordinary shares shall be considered as a dilution of an existing equity stake in an investment
accounted for using the equity method. Hence Pharming recognized the dilution of its equity stake
as a reduction of the carrying amount of the investment accounted for using the equity method.
The preference share is valued as an investment in debt instruments designated as at fair value
with changes through profit and loss (FVTPL).
Pharming Group N.V. Annual Report 2025 | 154
Strategic Business Review
Notes to the consolidated financial statements
Name of entity
Place of business
% of ownership interest
Nature of
relationship
Measurement
method
2025
2024
BioConnection
Investments B.V.
Oss, NL
23.00
23.60
Associate
Equity
Amounts in US$ ‘000
Carrying value at January 1, 2024
2,285
Share in net profit (loss)
(1,131)
Impairment
(629)
Currency translation
(59)
Carrying value at December 31, 2024
466
Share in net profit (loss)
623
Contributions
739
Currency translation
116
Carrying value at December 31, 2025
1,944
In accordance with IAS 36, the Company reviewed the carrying value of the investment in
BioConnection for impairment whenever events or changes in circumstances indicate that the
carrying value may not be recoverable. In 2024, based on a comprehensive review of the investee's
performance, financial position, expected future cash flows and market conditions, the Company
determined that an impairment is required. Basis to determine the impairment expense relates to
the required fair value calculation for the relating investment in debt instruments designated at
FVTPL (the preference share). This calculation relates to a discounted cash flow model for which
more details can be found at note 14.2. The Company will continue to monitor the performance of
this investee and assess whether additional impairments may be necessary in future periods,
depending on changes in circumstances or the performance of the investee.
Financial information of BioConnection Investments B.V. per December 31, 2024, is filed at the
Dutch Chamber of Commerce under number 85610658 (www.kvk.nl).
The latest available financial information of BioConnection Investments B.V. as filed at the Dutch
Chamber of Commerce, for the year 2024 is as follows (translated from euro to USD using the
closing rate 2025 of 1.1713 for balance sheet positions and the average rate over 2025 of 1.1259
for the net result):
Amounts in US$ ‘000
December 31, 2024
Total assets
61,920
Total equity
49,843
Net result
(8,602)
In the Board of Director's judgment, the investment in BioConnection constitutes an investment in
an associated company and is therefore not consolidated, as Pharming has significant influence but
does not have control of BioConnection and is embargoed by a shareholders agreement between
the shareholders of BioConnection from influencing any activity between the two parties which is in
any significant way different from the relationship which existed between the two prior to the
investment. In 2025, Pharming's ownership interest decreased from 23.60% to 23.00% following
the execution of warrants by other shareholders, despite two capital contributions made by the
Company totaling US$0.7 million. The Company continues to hold its own warrants, which remain
exercisable in 2026. The movement in the carrying amount of the investment during the year
reflects these capital contributions, Pharming's share in the investee's net profit, and currency
translation effects.
14.2 Investment in debt instruments designated as at FVTPL
The asset relates to the preference share as obtained as part of the agreement referred to above
relating to BioConnection Investments B.V. The Board of Directors made an assessment on the
accounting treatment of the preference share obtained. The Board of Directors concluded that
the asset should be recognized as a financial asset (debt instrument) measured at initial recognition
at fair value, subsequently measured at fair value through profit and loss. The fair value was
calculated based on a commonly accepted valuation method, the option pricing model ("OPM"),
which considers the share classes as call options on the total shareholders' equity value according
to the rights and preferences of each class of equity. The payoff profile of the share classes was
analyzed through a portfolio of call options, with the total equity value of a company as the
underlying asset of the options and specific terms for each option calibrated to mirror, in aggregate,
the payoff profile of the share classes. Relying on the forward-looking Black-Scholes-Merton
("BSM") financial instrument pricing framework, the OPM effectively captures the full range of
potential outcomes for the share classes at exit. The OPM takes into consideration the full spectrum
of risks in terms of future potential upside or downside but does not require explicit estimates of
the possible future outcomes. The BSM model is commonly used to price assets on financial
Pharming Group N.V. Annual Report 2025 | 155
Strategic Business Review
Notes to the consolidated financial statements
markets and allows to estimate the theoretical value of a call option, using six key parameters,
namely the underlying equity value, strike price, time to maturity, risk free rate, expected volatility
of the underlying equity and dividend yield on the underlying equity, which is a Level 3 input in
terms of IFRS 13. Significant increases or decreases in equity value, volatility and time to maturity
and below assumptions in isolation would result in a significantly lower or higher fair value
assessment.
The following assumptions were used in the BSM model to determine the fair value of the asset:
2025
2024
Expected time to maturity
4 years
4 years
Volatility
50%
50%
Risk-free interest rate
3.48%
2.60%
The carrying amount of this investment has changed as follows:
Amounts in US$ ‘000
2025
2024
January 1
3,767
6,093
Fair value changes
2,345
(2,051)
Currency translation
591
(275)
Balance at December 31
6,703
3,767
Sensitivity analysis
To illustrate the exposure of the carrying value of the investment to further fair value movements
as a result of changes in the economic environment, a sensitivity analysis of fair value has been
prepared over the key drivers most affected by the current uncertainties. It is possible that there
will be movements in these key inputs after December 31, 2025. While it is unlikely that these
reported inputs would move in isolation, these sensitivities have been performed independently to
illustrate the impact each individual input has on the reported fair value and they do not represent
management's estimate at December 31, 2025.
The main assumptions used in the determination of the equity value and the sensitivity of these
assumptions is shown in the table below:
Preference share BioConnection (in million US$)
Revenue level
Fair value
Discount rate
Fair value
EBITDA margin
Fair value
-10.0%
3.4
-0.02
7.6
-5.0%
4.8
-5.0%
5.3
-0.01
7.1
-2.5%
5.9
Base case
6.7
Base case
6.7
Base case
6.7
+5.0%
7.8
+1.0%
6.3
+2.5%
7.5
+10.0%
8.7
+2.0%
6.0
+5.0%
8.1
The impact of the remaining variables on the BSM model are shown in below table:
Preference share BioConnection (in million US$)
Time to maturity
Fair value
Volatility
Fair value
- 2 years
7.6
-10.0%
7.4
- 1 year
7.1
-5.0%
7.0
Base case
6.7
Base Case
6.7
+ 1 year
6.3
+5.0%
6.3
+ 2 years
6.0
+10.0%
6.0
14.3 Investments in equity instruments designated as at Fair Value Through Other
Comprehensive Income
Orchard Therapeutics Plc
In 2024, the Company received US$0.2 million from the sale of its 0.54% shareholding in Orchard
Therapeutics Plc following its acquisition by Kyowa Kirin Co., Ltd. The research collaboration and
licensing agreement with Orchard was terminated, and the OTL-105 program discontinued.
Isomerase
As part of the acquisition of Abliva AB in 2025, the Company obtained an interest in Isomerase.
This interest was subsequently disposed of in the same year, resulting in a net position of zero.
Pharming Group N.V. Annual Report 2025 | 156
Strategic Business Review
Notes to the consolidated financial statements
Amounts in US$ ‘000
Carrying
amount
Carrying value at January 1, 2024
2,020
Fair value adjustments through OCI (pre-tax)
106
Disposal of investment designated as at FVOCI
(2,098)
Currency translation
(28)
Carrying value at December 31, 2024
Initial recognition from a business combination
220
Disposal of investment designated as at FVOCI
(220)
Carrying value at December 31, 2025
15. Marketable securities
Amounts in US$ ‘000
2025
2024
Government treasury certificates
50,525
Money market funds
33,796
62,424
Total marketable securities
33,796
112,949
The decrease in marketable securities reflects a rebalancing to increase immediately available
liquidity following the Abliva acquisition, supporting integration activities and the expansion of
commercial activities in 2025.
Government treasury certificates, denominated in euros, are readily convertible, carry an S&P AA1
rating, and have a maturity of six months or less from the acquisition date. These certificates are
classified as held-to-maturity and measured at amortized costs. We have considered the expected
credit loss and recognized no impairment losses, due to the AA1 credit ratings. Reference is made
to note 28. Financial risk management showing the difference between the carrying amount and
the fair value. Since 2024, the Company has also invested in SEC Rule 2a-7 compliant institutional
money market funds, which offer enhanced financial flexibility.
The carrying value of the marketable securities include accrued interest and dividends of
US$0.1 million in 2025 (2024: US$0.4 million).
16. Restricted cash, cash and cash equivalents
Amounts in US$ ‘000
2025
2024
Restricted cash (non-current)
1,227
1,505
Restricted cash (current)
761
Cash and cash equivalents
145,305
54,944
Total restricted cash, cash and cash equivalents
147,293
56,449
Cash is free at disposal of the Company, except for restricted cash, which amounts to US$2.0 million
in 2025 (2024: US$1.5 million). Restricted cash includes deposits for rent.
For purposes of the cash flow statement, restricted cash is not considered as "cash and cash
equivalents".
17. Inventories
Inventories mainly include batches RUCONEST® and Joenja® and work in progress available for
production of RUCONEST® and Joenja®.
Amounts in US$ ‘000
2025
2024
Finished goods
18,214
16,297
Work in progress
46,688
39,002
Raw materials
425
Balance at December 31
64,902
55,724
Changes in the adjustment to net realizable value:
Amounts in US$ ‘000
2025
2024
Balance at January 1
(8,663)
(4,276)
Addition to impairment
(6,193)
(7,608)
Release of impairment
538
15
Usage of impairment
2,522
2,749
Currency translation
(1,263)
457
Balance at December 31
(13,060)
(8,663)
The inventory valuation at December 31, 2025, of US$64.9 million (2024: US$55.7 million) is stated
net of an impairment of US$13.1 million (2024: US$8.7 million ). The impairment primarily relates to
products no longer eligible for commercial sales.
Pharming Group N.V. Annual Report 2025 | 157
Strategic Business Review
Notes to the consolidated financial statements
Inventories are available for use in commercial, preclinical and clinical activities. Estimates have
been made with respect to the ultimate use or sale of product, taking into account current and
expected sales as well as preclinical and clinical programs. These estimates are reflected in the
additions to the impairment. The releases of the impairment relate to amendments to the
estimates as a result of actual sales differing from forecasted sales, the fact that vials allocated
to preclinical and clinical programs can be returned to inventory, and quality issues in the
manufacturing process can be reevaluated once more information is known. The costs of vials used
in preclinical and clinical programs are presented under the research and development costs. Usage
of impairment relates to the usage of material not sold that had been previously impaired.
Cost of inventories recognized as expenses included in the cost of sales in 2025 amounted US$32.0
million (2024: US$25.6 million). The main portion of inventories at December 31, 2025, have
expiration dates starting beyond 2026 and are generally expected to be sold and/or used before
expiration.
18. Trade and other receivables
Amounts in US$ ‘000
2025
2024
Trade receivables
41,767
41,531
Prepaid expenses
6,263
4,651
Value added tax
2,176
3,638
Other receivables
1,932
1,596
Taxes and social security
2,566
3,407
Balance at December 31
54,704
54,823
Trade receivables are amounts due from customers for goods sold in the ordinary course of
business. They are generally due for settlement within 30-60 days and therefore are all classified as
current. The Company's outstanding trade receivables are mainly related to the sales in the U.S.
The trade receivables remained relatively stable compared to 2024, driven by the timing of
customer orders and payments around year-end.
The Company did not recognize any expected credit losses. Pharming measures the loss allowance
for trade receivables at an amount equal to lifetime ECL. The expected credit losses on trade
receivables are estimated using a provision matrix by reference to past default experience of the
debtor and an analysis of the debtor's current financial position, adjusted for factors that are
specific to the debtors, general economic conditions of the industry in which the debtors operate
and an assessment of both the current as well as the forecast direction of conditions at the
reporting date. Pharming has a limited number of customers with long-term relationships, without
a history of shortfalls. As a result, no loss allowance for expected credit losses is recognized.
The taxes and social security receivable includes US$2.3 million of corporate income tax receivable
(2024: US$2.8 million).
Due to the short-term nature of the current receivables, their carrying amount is considered to be
the same as their fair value.
19. Shareholders' equity
The Company's authorized share capital amounts to US$12.4 million (€10.6 million), exchange rate
(EUR:US$) equals 1:1.1713) and is divided into 1,056,000,000 ordinary shares with a nominal value
of €0.01 each. The movement in number of ordinary shares outstanding during the year is
summarized as follows:
Number of shares outstanding
2025
2024
Balance at January 1
680,308,735
671,073,243
Options exercised / LTIP shares issued
21,371,705
9,235,492
Balance at December 31
701,680,440
680,308,735
All shares outstanding have been fully paid-up.
Other reserves include those reserves related to currency translation, fair value revaluation,
participating interest, capitalized development costs and the conversion option of the convertible
bond as disclosed in note 20. Convertible bonds. Please refer to the Consolidated statement of
changes in equity and to note 29. Earnings per share and diluted shares. The Consolidated
statement of changes in equity and note 29. Earnings per share and diluted shares further describe
the background of the main equity movements in 2025 and 2024.
Net result and accumulated deficit
Article 21.1 of the articles of association reads as follows: 'the Board of Directors shall annually
determine the amount of the distributable profit – the surplus on the profit and loss account – to
be reserved.' The Board of Directors has proposed to forward the net profit for the year 2025 to the
accumulated deficit. Anticipating the adoption of the financial statements by the shareholders at
the Annual General Meeting of shareholders, this proposal has already been reflected in the
financial statements.
Pharming Group N.V. Annual Report 2025 | 158
Strategic Business Review
Notes to the consolidated financial statements
Acquisition of remaining interest in Abliva
In the period from February 14, 2025, to June 18, 2025, Pharming acquired the remaining 11.1%
interest in the voting shares of Abliva, thereby increasing its ownership to 100%. A cash
consideration of US$7.9 million was paid to the non-controlling shareholders. The carrying amount
of the acquired non-controlling interest was US$7.8 million before the disposal. The difference of
US$0.2 million, has been recognized directly in accumulated deficit in equity. Following the
acquisition of the remaining interest in Abliva, the total consideration in cash amounts to US$68.0
million in 2025 based on the price of SEK 0.45 paid per share.
Non controlling interest
NCI movements during the year relate solely to the full acquisition of the remaining Abliva shares,
reducing the NCI balance to zero.
Amounts in US$ ‘000
Carrying value at Carrying value 1 January 2025
Acquisition of subsidiary
7,285
Share of loss attributable to NCI
(313)
Equity contributions by parent attributed to NCI
706
Currency translation differences (OCI) attributable to NCI
83
Acquisition of NCI
(7,761)
Carrying value at Carrying value 31 December 2025
Share-based compensation
Share-based compensation within equity includes those transactions with third parties, the Board
of Directors and employees in which payment is based in shares or options, based on current or
future performance. For 2025 these transactions were valued at US$13.8 million and for 2024 at
US$11.2 million (see note 24. Share-based compensation).
Value conversion rights of convertible bonds
The equity component of the convertible bond as recorded at the physical settlement date
amounts to US$13.8 million, net of tax. Reference is made to note 20. Convertible bonds.
Options exercised / LTIP shares issued
In 2025, options were exercised and LTIP shares were issued for a total of 21,371,705 shares,
resulting in a cashflow of US$19.8 million for the company. In 2024, options were exercised and
LTIP shares were issued for a total of 9,235,492 shares resulting in a cashflow of US$5.6 million for
the company.
Adjustment to share capital
On May 17, 2023, the AGM approved a 20% increase of the Company's authorized capital.
As a result the share capital increased from 880,000,000 ordinary shares with a nominal value of
€0.01 each to 1,056,000,000 ordinary shares with a nominal value of €0.01 each. There were no
adjustments to the authorized share capital in 2025.
Pharming Group N.V. Annual Report 2025 | 159
Strategic Business Review
Notes to the consolidated financial statements
Other reserves
Amounts in US$ ‘000
Legal Reserve
Currency
translation
reserve (CTA)
Legal Reserve
Capitalized
development
cost
Legal Reserve
Fair value
revaluation
Reserve
Convertible
bond
Total
Balance at January 1, 2024
(342)
106
(1,821)
(2,057)
Reserves
(187)
1,742
1,555
Other comprehensive income (loss) for the year
(11,980)
79
(11,901)
Other reserves
(1)
(30)
(31)
Value conversion rights of convertible bonds
12,225
12,225
Balance at December 31, 2024
(12,510)
76
12,225
(209)
Other comprehensive income (loss) for the year
27,367
1,610
28,977
Reclassification of accumulated OCI upon acquisition of NCI
83
83
Other reserves
(32)
(32)
Balance at December 31, 2025
14,941
44
13,835
28,819
The other reserves concern the (legal) reserves for currency translation differences, capitalized
development cost and fair valuation revaluations, as well as the conversion option of the
convertible bond as disclosed in note 20. Convertible bonds. Under Dutch law, legal reserves are
not freely distributable to shareholders and must be maintained when determining the amount of
distributable equity.
Adjustments to the currency translation reserve reflect the effect of translating foreign operations
into the functional currency of the parent company of the Group (euro), as well as the effect from
translating the financial statements into the presentation currency (US dollar). The increase in the
reserve is primarily driven by the strengthening of the euro against the US dollar.
The remaining legal reserve for capitalized costs relates to the ERP system SAP S/4HANA.
For more information, reference is made to note 11. Intangible assets. There were no additional
internally developed capitalized costs in 2025.
The legal reserve fair value revaluation related to the changes in fair value between the acquisition
date and balance sheet date on our investment in equity instruments designated at fair value
through OCI, as disclosed in note 14. Investments.
The other reserve convertible bond relates to the conversion option of the convertible bond as
Pharming Group N.V. Annual Report 2025 | 160
Strategic Business Review
Notes to the consolidated financial statements
20. Convertible bonds
Recognition and movements of the convertible bonds were as follows:
Amounts in US$ ‘000
2025
2024
Bond component (classified as liability)
98,056
82,399
Option component (classified as equity)
13,835
12,225
Balance at December 31
111,890
94,624
Bond component:
Amounts in US$ ‘000
2025
2024
Balance at January 1
82,399
138,422
Repurchase
(134,924)
Carrying value initial recognition
81,785
Interest paid (cash flow)
(5,067)
(4,457)
Amortization
8,752
5,725
Accrued interest
933
1,972
Currency translation
11,038
(6,124)
Balance at December 31
98,056
82,399
- Current portion
5,336
4,245
- Non-current portion
92,719
78,154
Option component:
Amounts in US$ ‘000
2025
2024
Balance at January 1
12,225
Carrying value initial recognition derivative liability
23,517
Fair value loss (gain) upon reclassification to equity
(7,040)
Income tax recorded in other comprehensive income
(4,251)
Currency translation
1,610
Balance at December 31
13,835
12,225
In April 2024, the Company offered €100 million (US$104 million) of senior unsecured convertible
bonds due 2029 (the "New Bonds") convertible into new and/or existing ordinary shares in the
capital of the Company. The offer was fully subscribed. The net proceeds of the issue of the bonds
were used for the repurchase of the outstanding €125 million (US$129 million) 3.00% senior
unsecured convertible bonds due 2025 issued on January 21, 2020 (ISIN: XS2105716554), which has
been launched concurrently to the offering of the New Bonds to strengthen its financial position
while enhancing flexibility for the continued execution of its business strategy over the next several
years.
The New Bonds have a principal amount of €100,000 each. The New Bonds are issued at par and
carry a coupon of 4.50% per annum payable semi-annually in arrears in equal installments on April
25 and October 25 of each year, commenced on October 25, 2024. Unless previously converted,
redeemed or purchased and cancelled, the New Bonds will be redeemed at par on April 25, 2029.
The initial conversion price has been set at €1.2271 (US$1.2700), representing a premium of 37.5%
above the volume weighted average price (VWAP) of a Share on Euronext Amsterdam between
opening of trading on the launch date and the pricing of the offering (i.e. €0.8924 (US$0.9236)).
The initial conversion price of the New Bonds will be subject to customary adjustment provisions
as set out in the terms and conditions. The number of ordinary shares initially underlying the
New Bonds is 81,492,951, representing 12% of the Company's current issued share capital.
The New Bonds are listed on the Frankfurt Exchange (ISIN: XS2763018889).
The New Bonds are classified as hybrid financial instruments under IAS 32 and pursuant to it the
debt host contract and the embedded derivative for the fair value of the conversion rights into
Pharming shares (the "conversion option") are recognized separately.
The conversion option was measured at initial recognition using a pricing model. As the Company
did not have sufficient placement capacity to fulfil conversion of the New Bonds into ordinary
shares at the date of issue, the conversion option was recognized as a financial liability derivative.
During the shareholder's meeting on May 21, 2024, the Company received shareholder approval
to increase share capital to support the potential conversion. At the Physical settlement notice date
of June 11, 2024, when the New Bond holders were notified that the cash settlement alternative
would no longer be available, the conversion option was reclassified to equity at fair value,
which resulted in a fair value gain of US$7.0 million immediately prior to the reclassification.
Subsequently, the value of this equity component is not remeasured, apart from currency
revaluation, and amounts to US$13.8 million, net of income tax effects, at December 31, 2025.
     
Pharming Group N.V. Annual Report 2025 | 161
Strategic Business Review
Notes to the consolidated financial statements
Parameters used in determination of fair value of the conversion option:
Parameter
At initial recognition
Immediately prior to
reclassification
Share price
0.8924
0.7690
Conversion price per share
1.2271
1.2271
Dividend yield
%
%
Expected term in years
5.00
4.85
Risk-free rate
2.90%
3.01%
Volatility
44.34%
43.99%
Barrier price per share
1.5952
1.5952
The debt host contract component was measured at initial recognition as the difference between
the proceeds from the bond and the value of the conversion option at initial recognition. This debt
host contract is subsequently measured at amortized cost, which amounts to US$98.1 million at
December 31, 2025.
Direct costs associated with the issue of the New Bonds were allocated to the debt host contract
(US$2.2 million) and the conversion option (US$0.6 million) in amounts proportional to the above-
mentioned initial value. They were accounted for respectively in the amortized cost (debt host
contract) and in the income statement (conversion option).
21. Provisions
Amounts in US$ ‘000
Restructuring
Total
At 1 January 2025
Arising during the year
3,521
3,521
Utilized
(2,335)
(2,335)
At 31 December 2025
1,187
1,187
- Current portion
1,187
1,187
- Non-current portion
Restructuring
Pharming Group recorded a restructuring provision during the year, of US$1.2 million is unutilized
as at December 31, 2025.
The provision relates principally to the elimination of certain non-commercial and non-medical staff
positions as part of a cost optimization program.
The restructuring plan was agreed upon with the Company's Works Council and announced to
employees in October 2025, when the provision was recognized in the financial statements.
The restructuring is expected to be substantially completed by 2026.
The provision was measured at the best estimate of the expenditure required to settle the present
obligation at the reporting date, based on formal plans and communication to affected employees.
No reimbursement is expected.
The expected cash outflows related to the restructuring provision are anticipated to occur primarily
in 2026. The provision does not include costs associated with future operating activities.
22. Leases
Lease liabilities can be specified as follows:
Amounts in US$ ‘000
2025
2024
Balance at January 1
29,914
33,123
Additions
551
2,425
Remeasurement
2,393
338
Interest expense accrued
1,130
1,141
Payments of lease liabilities
(5,376)
(5,149)
Disposals of lease liabilities
(13,687)
(309)
Currency translation
2,794
(1,655)
Balance at December 31
17,719
29,914
- Current portion
3,369
2,946
- Non-current portion
14,351
26,968
Additions in 2024 and 2025 relate to newly leased cars and remeasurement reflects adjustments
due to lease extensions and inflation-related higher lease payments on buildings. The disposal of
lease liabilities relates to the early termination of the DSP facility lease at Pivot Park in Oss. Further
information is disclosed in note 13. Right-of-use assets.
Pharming Group N.V. Annual Report 2025 | 162
Strategic Business Review
Notes to the consolidated financial statements
Future minimum lease payments as at December 31, 2025, and 2024 are as follows:
2025
2024
Amounts in US$ ‘000
Minimum
payments
Present value
of payments
Minimum
payments
Present value
of payments
Within one year
3,860
3,734
4,730
4,650
After one year but not more than five years
10,180
9,494
15,267
13,764
More than five years
5,048
4,491
15,322
11,500
Balance at December 31
19,088
17,719
35,319
29,914
23. Trade and other payables
Amounts in US$ ‘000
2025
2024
Accounts payable
8,545
10,103
Taxes and social security
6,043
3,284
Other accruals
34,356
13,917
Accruals for employees
21,795
16,117
Accruals for rebates and discounts
19,342
14,631
Accrual for production
15,819
8,559
Balance at December 31
105,899
66,611
The increase in trade and other payables is mainly due to timing of payments. The Other accruals
relate to general expenses for which no invoice was received yet and include at December 31, 2025,
the fee payable for the termination of the DSP facility lease and the sales milestone payable to
Novartis on Joenja® sales. Accruals for employees mainly relate to bonuses for employees, holiday
allowances and non-taken vacation days and increased due to an increase in the number of
employees, partly offset by a decrease on bonuses for employees. The accrual for rebates and
discounts has increased, mainly due to the increase of revenues and timing of settlements.
Finally, accruals for production relate to production activities by our Contracted Manufacturing
Organizations (CMOs), for which no invoice is received yet. The increase is mainly related to timing
of invoicing by these CMOs.
The taxes and social security payable includes US$3.9 million of corporate income tax payable
(2024: US$0.3 million).
24. Share-based compensation
The remuneration policy for the Board of Directors was adopted by the Annual General Meeting of
Shareholders held on May 24, 2024, and governs the remuneration of both the Executive and the
Non-Executive Directors (hereafter referred to as the "Remuneration Policy"). In accordance with
Dutch law, the policy must be submitted to our shareholders for adoption every four years.
The Policy refers to an undefined number of Executive Directors and Non-Executive Directors.
The Board of Directors is composed of six Non‑Executive Directors (seven until June 11, 2025).
In case of future appointments of additional Executive Directors, the Policy shall also be applicable
to the remuneration packages for these additional Directors, if any, in accordance with the terms
thereof. Therefore, any reference below to Executive Director in the singular also includes the
plural, and vice versa, subject to more restrictive deviations in the Policy and except for specific
references to the CEO.
The remuneration packages of the individual Directors are determined by the Board of Directors,
without the involvement of the Executive Director in the deliberations and decision-making
concerning his own remuneration, and each time within the restrictions set by the remuneration
policy.
Arrangements in the form of shares or rights to subscribe for shares will each time remain subject
to the approval of the shareholders at the General Meeting, notwithstanding the adopted policy.
On June 11, 2025, our shareholders also authorized the Board of Directors, for a period of eighteen
months, as the company body authorized to grant and issue the ordinary shares to the Executive
Director under the long-term incentive program and the transition arrangement, respectively,
and to exclude any preemptive rights of existing shareholders in connection with these issuances.
The total expense recognized in 2025 for share-based payment plans amounts to US$13.8 million
(2024: US$11.2 million).
Pharming Group N.V. Annual Report 2025 | 163
Strategic Business Review
Notes to the consolidated financial statements
The total expenses for share-based payment plans in 2025 is specified as follows:
Amounts in U.S.$ '000
2025
2024
Non-executive directors' remuneration
(229)
(238)
Employee options
(364)
(703)
Long term incentive plan
(5,725)
(4,153)
Restricted stock units
(7,449)
(6,154)
Share-based compensation expense
(13,767)
(11,248)
The employee options expense decreased due to a change in the employee share-based
compensation plans where since 2022 Restricted Stock Units (RSU's) have been granted instead of
employee options. No new employee option grants were applicable for 2025.
The restricted stock units expense increased significantly as the program was introduced in 2022
and is now active for four full years over a 4-year vesting period per grant.
24.1 Models and assumptions
IFRS 2 describes a hierarchy of permitted valuation methods for share-based payment transactions.
If possible, an entity should use market prices at measurement date to determine the fair value of
its equity instruments. If market prices are unavailable, as is the case with Pharming's option plans
and long-term incentive plan, the entity shall estimate the fair value of the equity instruments
granted.
A valuation technique should be used to estimate the value or price of those equity instruments as
it would have been at the measurement date in an arm's length transaction between
knowledgeable, willing parties.
The valuation technique shall be consistent with generally accepted valuation methodologies for
pricing financial instruments and shall incorporate all factors and assumptions that knowledgeable
market participants would consider in setting the price.
Whatever pricing model is selected, it should, as a minimum, take into account the following
elements:
The exercise price of the option;
the expected time to maturity of the option;
the current price of the underlying shares;
the expected volatility of the share price;
the dividends expected on the shares; and
the risk-free interest rate for the expected time to maturity of the option.
Models and assumptions option plans
The costs of option plans are measured by reference to the fair value of the options at the grant
date of the option. Note that during 2024 and 2025 no options were granted to employees.
The six elements above are all incorporated in the Black-Scholes model used to determine the fair
value of options. The exercise price of the option and the share price are known at grant date.
Volatility is based on the historical end-of-month closing share prices over a period prior to the
option grant date being equal to the expected option life, with a minimum of 3 years. It is assumed
no dividend payments are expected.
The total number of shares with respect to which options may be granted pursuant to the option
plans accumulated, shall be determined by Pharming, but shall not exceed 10% of all issued and
outstanding shares of Pharming on a diluted basis. Shares transferred or to be transferred, upon
exercise of options shall be applied to reduce the maximum number of shares reserved under the
plans. Unexercised options can be re-used for granting of options under the option plans.
Pharming may grant options to a member of the Executive Committee or an employee:
at the time of a performance review;
only in relation to an individual: a date within the first month of his or her employment;
in case of an extraordinary achievement; and
in case of a promotion to a new function within Pharming.
The option exercise price is the price of the Pharming shares on the stock exchange on the trading
day prior to the date of grant. Vested options can be exercised at any time within five years
following the date of grant. Unexercised options shall be deemed lapsed and shall cease to exist
automatically after five years. Exercise of options is subject to compliance with laws and regulations
in the Netherlands. Exercise of options is including withholding taxes. Each option is equal to one
share unless otherwise stated. Options are not applicable for early retirement.
Pharming Group N.V. Annual Report 2025 | 164
Strategic Business Review
Notes to the consolidated financial statements
Option plan employees
Article 2.1 of the option plan for employees' states: Pharming may grant options to any employee.
The criteria for the granting of the options up to December 11, 2020, was determined by the Board
of Supervisory Directors of Pharming, at its sole discretion. Up to December 11, 2020, the Board of
Management proposed (i) whether the criteria for granting an option have been met by a potential
participant and (ii) the number of options to be granted. As from December 11, 2020, the execution
of the Company's remuneration policy and other benefits policies and incentive programs,
as approved by the Board of Directors (to the extent required), for all staff members of the
Company and its subsidiaries, excluding the CEO and the other members of the Executive
Committee, is delegated to the Chief Executive Officer.
Article 4.4 of the employee option plan deals with the vesting scheme of employee options
and reads as follows: in case of the termination of the employment of a participant, except for
retirement and death, Pharming at its sole discretion is entitled to decide that the options of
the participant shall lapse. The following schedule shall apply for the cancellation:
In the event of termination of employment within one year as of a date of grant, all options
shall lapse;
In the event of termination of employment after the first year as of a date of grant, all options,
less 1/4 of the number of options shall be lapsed. The number of options to be cancelled
decreases for each month that the employment continued for more than one year as of that
date of grant by 1/48 of the number of options granted of that date of grant.
Models and assumptions Long Term Incentive Plan
For the long-term incentive plan, the following elements of Pharming and/or the peer group are
included in order to determine the fair value of long-term incentive plan share awards, using
Monte Carlo simulation:
start and end date of performance period;
the grant date;
the share prices;
exchange rates;
expected volatilities;
expected correlations;
expected dividend yields; and
risk free interest rates.
Volatilities are based on the historical end-of-month closing share prices over the 3 years.
Correlations are based on 3 years of historical correlations based on end-of-month closing quotes,
taking into account exchange rates. Expected dividend yields for peers and risk-free interest rates
(depending on the currency) are obtained from Bloomberg.
Under the LTIP, restricted shares are granted conditionally each year with shares vesting based on
the market condition in which the total shareholder return performance of the Pharming share is
compared to the total shareholder return of a peer group of other European biotech companies.
During 2025, there were no LTIP grants other than the grants for the executive directors and
members of the executive committee as disclosed below.
Upon a change of control, all remaining LTIP shares will vest automatically.
Long Term Incentive Plan for the Executive Directors and members of the Executive committee
As part of the Remuneration Policy, the Long Term Incentive Program is applicable to Executive
Directors and has been aligned with prevailing "best practices" and is performance related only.
For the Executive Directors, the on-target value of the shares to be awarded under the LTI Program,
as described in the remuneration policy, is set at 300% of the gross annual salary for the CEO
(individual level of 425% was approved by EGM for the CEO, Mr. Fabrice Chouraqui) and 200% for
the members of the Executive committee (representing around 50th percentile (second quartile) of
the U.S. benchmark group and just in the top quartile of the EU benchmark group for the Executive
Directors).
Pharming Group N.V. Annual Report 2025 | 165
Strategic Business Review
Notes to the consolidated financial statements
EU and U.S. benchmark group:
Company Location
Location
Europe
ADC Therapeutics
Epalinges, Switzerland
Autolus Therapeutics
London, United Kingdom
Basilea Pharmaceutica
Allschwil, Switzerland
Bavarian Nordic
Hellerup, Denmark
BioGaia
Stockholm, Sweden
Biotest
Dreieich, Denmark
Cosmo Pharmaceuticals
Dublin, Ireland
Formycon
Planegg, Denmark
Galapagos
Mechelen, Belgium
Idorsia
Allschwil, Switzerland
Immunocore
Abingdon, United Kingdom
Kiniksa Pharmaceuticals
London, United Kingdom
Merus
Utrecht, the Netherlands
Oxford Biomedica
Oxford, United Kingdom
Santhera Pharmaceuticals
Pratteln, Switzerland
uniQure
Amsterdam, the Netherlands
Valneva
Saint-Herblain, France
Company Location
Location
U.S.
Akebia Therapeutics
Cambridge, MA
Anika Therapeutics
Bedford, MA
Ardelyx
Waltham, MA
BioCryst Pharmaceuticals
Durham, NC
Coherus Oncology
Redwood City, CA
Collegium Pharmaceutical
Stoughton, MA
Esperion Therapeutics
Ann Arbor, MI
Harmony Biosciences
Plymouth Meeting, PA
Heron Therapeutics
Cary, NC
Ligand Pharmaceuticals
Jupiter, FL
MannKind
Danbury, CT
Mirum Pharmaceuticals
Foster City, CA
Rigel Pharmaceuticals
South San Francisco, CA
Supernus Pharmaceuticals
Rockville, MD
Travere Therapeutics
San Diego, CA
Vanda Pharmaceuticals
Washington, DC
Xeris Biopharma
Chicago, IL
Pharming Group N.V. Annual Report 2025 | 166
Strategic Business Review
Notes to the consolidated financial statements
The maximum value of the shares that can vest under the LTI program is set at 450% of
the gross annual salary for the CEO (individual level of 637.5% was approved for the CEO,
Mr. Fabrice Chouraqui, by the EGM) and 300% for other Executive Directors and Officers.
Executive Directors are required to retain the shares awarded under the LTI program for a
minimum of five years from the date of grant.
The shares granted to the Executive Directors under the LTI program will vest in three years
after the grant date, subject to the achievement of the targets set by the Board of Directors,
upon proposal of the Remuneration Committee, for the three-year performance period
(i.e., double-trigger vesting), their relative weightings and the pay-out limits. All shares awarded
will be subject to a retention period of five years from the date of grant (i.e., two years after
vesting), in accordance with the best practice provisions of the DCGC.
The performance objectives include the Total Shareholder Return (40% weighing) and the
achievement of long-term strategy-oriented objectives (60% weighing). The peer group used
to determine the Total Shareholder Return is composed of the companies included in the AMX
Index (or AScX Index for the period until promotion to the AMX Index in September 2025) and
the Nasdaq Biotechnology Index, represented by the IBB ETF, respectively, equally weighted,
at the time of the determination.
The thresholds and payout percentages for the LTI program are given by the following table,
as to be determined for each of the indices separately (each weighted at 50% of pay-out):
TSR equal to index
80% pay-out
TSR 10% above index
90% pay-out
TSR 20% above index
100% pay-out
TSR 40% above index
110% pay-out
TSR 60% above index
120% pay-out
TSR 80% above index
130% pay-out
TSR 100% above index
150% pay-out
TSR below index
0% pay-out
The range of assumptions used in the Monte Carlo simulation to determine the fair value of long-
term incentive plan share awards at grant date were:
2025
2024
Volatilities
43.3%
40.5%
Risk-free interest rates
2.04%
2.53%
Dividend yields
0.00%
0.00%
Restricted Stock Units
Article 2.1 of the plan states: This Plan is effective as of October 26, 2022, and shall be executed in
compliance with the Articles of Association and applicable law and concerns Pharming's (senior)
management. The RSU plans are not applicable for the Board of Directors, nor the executive
committee. For each participant, the RSU's granted to them will vest in four equal tranches of
twelve months, provided that at the time of vesting such participant is still an employee. No
performance criteria are applicable to this plan. The fair value of the grant is, in line with IFRS 2,
the actual share price at date of the grant. The relating expense will be charged to Pharming's
results over the vesting for the following tranches:
a. a first tranche of 25% of the RSU's granted,
vesting twelve months after the Vesting Commencement Date;
b. a second tranche of 25% of the RSU's granted,
vesting two years after the Vesting Commencement Date;
c. a third tranche of 25% of the RSU's granted,
vesting three years after the Vesting Commencement Date; and
d. a fourth tranche of 25% of the RSU's granted,
vesting four years after the Vesting Commencement Date.
24.2 Option plans
An overview of activity in the number of options for the year 2025 is as follows (please also refer to
note 29. Earnings per share and diluted shares in respect of movements since the reporting date)
(note that the dollar weighted average exercise price is translated using the closing exchange rate
for the respective year (2025: 1:1.1713)):
Pharming Group N.V. Annual Report 2025 | 167
Strategic Business Review
Notes to the consolidated financial statements
2025
2024
Number
Weighted Average
Exercise Price (US$)
Number
Weighted Average
Exercise Price (US$)
Balance at January 1
24,238,937
0.932
34,482,312
0.952
Forfeited
(439,592)
1.010
(634,874)
0.896
Expired
(751,001)
1.358
(3,707,334)
0.840
Exercised
(14,568,436)
1.074
(5,901,167)
0.784
Balance at December 31
8,479,908
0.998
24,238,937
0.932
- Vested
7,573,658
0.990
19,816,437
0.942
- Unvested
906,250
1.065
4,422,500
0.889
For the options outstanding at the end of the year, the range of exercise prices and weighted
average remaining contractual life is as follows (note that the range of exercise prices is translated
using the closing exchange rate for the respective year (2025: 1:1.1713):
2025
2024
Range of exercise prices (US$)
0.83 - 1.54
0.73 - 1.54
Weighted average remaining contractual life (years)
1.07
1.41
Exercised options 2025
In 2025 a total of 14,568,436 options have been exercised with an average exercise price of
US$1.07. In 2024 a total of 5,901,167 options have been exercised with an average exercise price of
US$0.78.
All options outstanding at December 31, 2025, are exercisable with the exception of the unvested
options granted to the employees still in service.
Exercise prices of options outstanding at December 31, 2025, and the exercise values are in the
following ranges (note that the exercise value in US$ is translated using the closing exchange rate
for the respective year (2025: 1:1.1713)):
2025
2024
Exercise prices in US$
Number
Exercise value
in US$ ’000
Number
Exercise value
in US$’000
0.57 – 0.85
350,000
296
10,460,750
8,555
0.85 – 1.54
8,129,908
8,168
13,778,187
14,045
Balance at December 31
8,479,908
8,465
24,238,937
22,600
Granted options
In 2025, the Company granted no options to employees (2024: 0).
24.3 Long Term Incentive Plan
An overview of the number of LTIP shares granted in 2022-2025 and in total as well as the fair value
per share award is as follows (note that the fair value per share award in US$ is translated using the
closing exchange rate for the respective year (2025: 1:1.1713)):
Participant category
2022
2023
2024
2025
Total
Executive Members of
the Board of Directors
2,363,455
1,681,570
1,824,602
3,614,572
9,484,199
Executive Committee
5,816,083
4,221,870
4,997,299
6,952,793
21,988,045
Total
8,179,538
5,903,440
6,821,901
10,567,365
31,472,244
Fair value per share
award (US$)
0.517
0.880
0.896
0.636
The following table provides an overview of LTIP shares granted, forfeited or issued in 2022-2025 as
well as the number of LTIP shares reserved at December 31, 2025:
Participant category
Granted
Issued
Forfeited /
Unvested
Reserved at
December 31, 2025
Executive Members of the Board
of Directors
9,484,199
(3,621,658)
5,862,541
Executive Committee
21,988,045
(4,193,981)
(4,019,809)
13,774,255
Total
31,472,244
(4,193,981)
(7,641,467)
19,636,796
This table includes LTI shares held by individuals who ceased employment during 2025.
Pharming Group N.V. Annual Report 2025 | 168
Strategic Business Review
Notes to the consolidated financial statements
24.4 Restricted Stock Units
An overview of the granted RSU's to the Company's (senior) managers, as well as the number of
RSU's reserved at December 31, 2025, is as follows:
Grant year
Granted
Issued
Forfeited /
Unvested
Reserved at
December 31,
2025
Reserved at
Weighted
average fair value
per share in US$
2025
8,272,308
8,272,308
1.244
2024
12,091,227
(2,810,032)
(1,627,603)
7,653,592
0.903
2023
7,979,250
(3,339,765)
(1,631,263)
3,008,222
1.304
2022
4,931,000
(3,202,582)
(808,872)
919,546
1.136
Total
33,273,785
(9,352,379)
(4,067,738)
19,853,668
1.117
25. Board of Directors
In connection with the listing of our ADSs on Nasdaq, we converted our two-tier board structure
into a one-tier board structure, with a single Board of Directors consisting of the executive director
and non-executive directors. The new structure became effective on December 11, 2020.
Since that date, the Board of Directors is jointly responsible for the management of the Company.
The daily management of the Company and the execution of the strategy are entrusted to the CEO,
as the only Executive Director. The CEO is supported by the non-statutory Executive Committee in
the execution of his tasks and responsibilities. The Non-Executive Directors share statutory
management responsibility but focus on the supervision on the policy and functioning of the
performance of the duties by the Executive Director and the Company's general state of affairs.
Dr. S. de Vries was the Company's sole Executive member of the Board of Directors during 2024 and
continued to be the Chief Executive Officer until March 4, 2025, after which he was succeeded by
Mr. F. Chouraqui. The Board of Directors has the following members:
Name
Position
Dr. R. Peters
Chair of the Board of Directors and Non-Executive Board Member
Ms. D. Jorn
Vice Chair of the Board of Directors and Non-Executive Board Member
until June 11, 2025
Dr. M. Pykett
Vice Chair of the Board of Directors and Non-Executive Board Member
as of June 11, 2025
Ms. B. Yanni
Non-Executive Board Member
Ms. J. van der Meijs
Non-Executive Board Member
Mr. L. Kruimer
Non-Executive Board Member
Mr. S. Baert
Non-Executive Board Member
until June 11, 2025
Dr. E. Sullivan
Non-Executive Board Member
as of June 11, 2025
Dr. S. de Vries
Executive Board Member and Chief Executive Officer
until March 4, 2025
Mr. F. Chouraqui
Executive Board Member and Chief Executive Officer
as of March 4, 2025
Pharming Group N.V. Annual Report 2025 | 169
Strategic Business Review
Notes to the consolidated financial statements
Non-Executive members Board of Directors
Remuneration
For 2025 the annual compensation of the non-executive members of the Board of Directors was
as follows:
Responsibility
Cash in Euro's
(per annum)
Ordinary
shares in
Euro's *
(per annum)
Cash in US
Dollars
(per annum)
Ordinary
shares in US
Dollars *
(per annum)
Chair of the Board of Directors
90,000
40,000
101,331
45,036
Non-Executive Director
45,000
30,000
50,666
33,777
Chair Audit Committee
15,000
16,889
Member Audit Committee
7,500
8,444
Chair Remuneration Committee
12,500
14,074
Member Remuneration Committee
6,250
7,037
Chair of the Transaction Committee
12,500
14,074
Member of the Transaction Committee
6,250
7,037
Chair Governance Committee
12,500
14,074
Member Governance Committee
6,250
7,037
*All shares to be valued at the 20 day VWAP preceding the Annual General Meeting of Shareholders, without further
restrictions or grant.
An additional compensation of EUR1,000 (US$1,126) per day in case of extraordinary activities, as
determined by the Chair of the Board of Directors. Compensation of the Non-Executive members of
the Board of Directors for 2025 and 2024 was as follows:
Amounts in US$ ‘000
Year
Cash
Share-Based
Payment
Total
Dr. Richard Peters
2025
122
45
167
2024
111
43
154
Ms. Deborah Jorn
2025
30
15
45
2024
64
32
96
Ms. Barbara Yanni
2025
80
34
114
2024
77
32
109
Dr. Mark Pykett
2025
66
34
100
2024
63
32
95
Ms. Jabine van der Meijs
2025
80
34
114
2024
77
32
109
Mr. Leonard Kruimer
2025
75
34
109
2024
72
32
104
Mr. Steven Baert
2025
36
15
51
2024
69
32
101
Dr. Elaine Sullivan
2025
50
23
73
2024
Total
2025
539
234
773
2024
533
235
768
Pharming Group N.V. Annual Report 2025 | 170
Strategic Business Review
Notes to the consolidated financial statements
Shares
At December 31, 2025, the Non-Executive members of the Board of Directors held the following
numbers of shares:
December 31, 2025
Ordinary shares
Dr. Richard Peters
104,742
Dr. Mark Pykett
177,469
Ms. Barbara Yanni
177,469
Mr. Leonard Kruimer
152,631
Ms. Jabine van der Meijs
152,631
Dr. Elaine Sullivan
21,163
Total
786,105
All shares held by the Non-Executive members of the Board of Directors are unrestricted.
Loans or guarantees
During the year 2025, the Company has not granted loans or guarantees to any member of the
Non- Executive members of the Board of Directors. No loans or guarantees to Non-Executive
members of the Board of Directors were outstanding at December 31, 2025.
Executive members Board of Directors
Remuneration
The Executive Board Member is entitled to the following remuneration packages:
I) Fixed remuneration: annual base salary;
II) Variable remuneration: the variable remuneration components are (a) an annual bonus in cash
as a percentage of the fixed component (short-term incentive) and (b) a (share- based) long-
term incentive; and
III) Others: contribution pension premiums, travel allowance and holiday allowance.
Mr. Sijmen de Vries served as Executive Board Member and CEO until March 4, 2025. Thereafter, he
continued to provide services to the Company in a consulting capacity from March 4, 2025 to
December 31, 2025. The compensation disclosed below reflects his remuneration for the entire
year 2025, up to and including December 31, 2025:
Amounts in
US$ ‘000
Year
Fixed
remuneration
Short term
variable:
annual bonus
Share based
payments
Post-
employment
benefits
Other
Total
Mr. Sijmen de
Vries
2025
$724
$132
$858
$176
$36
$1,926
2024
$694
$414
$987
$116
$35
$2,246
Mr. Fabrice Chouraqui commenced employment on February 1, 2025, and served as Executive
Board Member and CEO from March 4, 2025 through December 31, 2025. The compensation
disclosed below reflects his remuneration for the full 2025 financial year, up to and including
December 31, 2025:
Amounts in
US$ ‘000
Year
Fixed
remuneration
Short term
variable:
annual bonus
Share based
payments
Post-
employment
benefits
Other
Total
Mr. Fabrice
Chouraqui
2025
$688
$760
$1,335
$8
$388
$3,179
Options
The Executive Board Members did not hold options during 2025.
Shares
At December 31, 2025, the executive members of the board held the following numbers of
unvested restricted shares under the Long term Incentive Plan and Restricted Stock Units Plan:
Shares held
As at December 31, 2025
Mr. Fabrice Chouraqui
4,637,834
Pharming Group N.V. Annual Report 2025 | 171
Strategic Business Review
Notes to the consolidated financial statements
Long term Incentive Plan
Year
Granted
Settled
Forfeited /
Unvested
December 31,
2025
Mr. Fabrice Chouraqui
2025
3,614,572
3,614,572
Restricted Stock Units
Year
Granted
Settled
Forfeited /
Unvested
December 31,
2025
Mr. Fabrice Chouraqui
2025
1,023,302
1,023,302
Loans or guarantees
During the year 2025, no loans or guarantees have been granted to the Executive members of the
Board of Directors. No loans or guarantees to the Executive member of the Board of Directors were
outstanding at December 31, 2025.
The Executive member of the Board of Director is the sole statutory director.
26. Related party transactions
Related parties' disclosure relates mainly to key management compensation and to transactions
with the associated company BioConnection Investments B.V. (BioConnection).
Key management includes members of the Board of Directors:
Amounts in US$ ‘000
2025
2024
Salaries and other short-term employee benefits
3,267
1,676
Post-employment benefits
184
116
Share-based compensation
2,427
1,222
Total
5,878
3,014
All direct transactions with members of the Board of Directors have been disclosed in notes 24.
Share-based compensation and 25. Board of Directors of these financial statements.
Related party transactions with BioConnection are in the ordinary course of that company's fill &
finish business and amounted to US$5.4 million in 2025 (2024: US$4.6 million ). At December 31,
2025, the Company owed BioConnection US$1.3 million (2024: US$1.5 million) for fill & finish
services supplied. In addition, BioConnection owed US$0.0 million (2024: US$0.3 million) to the
Company at December 31, 2025.
27. Commitments and contingencies
Material agreements
At the end of 2025 the Company had several agreements with third parties related to the
manufacturing of RUCONEST® and Joenja®. In these agreements certain minimum volumes are
committed. Total future commitments under these agreements are approximately US$40.1 million
(2024: US$41.6 million), of which US$33.4 million relates to 2026 and US$6.7 million relates to 2027
and further. All expenditures relate to the cost of goods.
License agreements
The Group is a licensee under agreements with third parties regarding the development and
marketing of its pipeline products. Under these agreements, the Group is obligated to make
milestone payments whenever specified development, regulatory and commercial milestones are
met, and to pay royalties to the licensors based on future sales levels. As both the timing and
achievement of milestones and future sales levels are uncertain, the financial effect of these
agreements cannot be estimated reliably.
License agreement for the development and commercialization of leniolisib
In August 2019, Pharming entered into a development collaboration and license agreement with
Novartis to develop and commercialize leniolisib, a small molecule phosphoinositide 3-kinase delta
(PI3Kδ) inhibitor being developed by Novartis to treat patients with activated phosphoinositide 3-
kinase delta (PI3Kδ) syndrome (APDS). Pharming received FDA approval for the commercialization
of leniolisib in the United States of America in March 2023 and received a positive CHMP's opinion
in March 2026 on the leniolisib regulatory filing submitted to EMA.
The license agreement includes the following milestone and royalty payments:
Phased development and regulatory milestone payments totaling in the low-double digit
millions of US dollars, of which US$10.4 million has been incurred up through the reporting date.
Sales milestone payments totaling in the low-triple digit millions of US dollars, of which US$5.0
million has been incurred up through the reporting date.
Royalty payments for a term of 10 years on the net sales of licensed products at a rate in the low
double-digit range, gradually increasing if net sales reach certain levels. In 2025, the Company
incurred US$10.8 million of royalty payments to Novartis (2024: US$4.9 million).
Pharming Group N.V. Annual Report 2025 | 172
Strategic Business Review
Notes to the consolidated financial statements
License agreement for the development and commercialization of napazimone (KL1333)
Following acquisition of Abliva AB in February 2025, Pharming has now become party to a license
agreement with Yungjin Pharmaceutical to develop and commercialize napazimone (KL1333),
a small molecule treatment candidate for primary mitochondrial diseases.
The license agreement includes the following milestone and royalty payments:
Phased development and regulatory milestone payments totaling in the mid-double digit
millions of US dollars.
Sales milestone payments totaling in the low-triple digit millions of US dollars.
Royalty payments for a term of 10 years on the net sales of licensed products at a rate gradually
increasing if net sales reach certain levels, from a single-digit to a low double-digit range.
28. Financial risk management
General
Pharming is exposed to several financial risks: market risks (being currency risk and interest rate
risk), credit risks and liquidity risks. The Board of Directors and the Executive Committee are
responsible for the management of currency, interest, credit and liquidity risks and as such
ultimately responsible for decisions taken in this field.
Capital risk management
The Company manages its capital to ensure that it will be able to continue as a going concern.
This includes a regular review of cash flow forecasts and, if deemed appropriate, subsequent raising
of funds through execution of equity and/or debt transactions. In doing so, the Board of Directors'
and Executive Committees' strategy is to achieve a capital structure which takes into account the
best interests of all stakeholders. Pharming's capital structure includes cash and cash equivalents,
marketable securities, debt and equity:
Amounts in US$ ‘000
2025
2024
Cash and cash equivalents
145,305
54,944
Restricted cash
1,988
1,505
Marketable securities
33,796
112,949
Convertible bond - current
(5,336)
(4,245)
Convertible bond - non-current
(92,719)
(78,154)
Net cash (debt)
83,034
86,999
Cash and cash equivalents
145,305
54,944
Restricted cash
1,988
1,505
Marketable securities
33,796
112,949
Gross debt - fixed interest rates
(98,056)
(82,399)
Gross debt - variable interest rates
Net cash (debt)
83,034
86,999
Reconciliation of liabilities arising from financing activities:
Amounts in US$’000
Convertible
Bond (liability)
Lease
Liabilities
Total
Carrying value 1 January 2025
82,399
29,914
112,313
Movements from financing cash flows:
Interest payments
(5,067)
(1,130)
(6,197)
Principal repayments
(4,245)
(4,245)
(5,067)
(5,376)
(10,442)
Other movements:
New leases, remeasurements and disposals
(10,743)
(10,743)
Accrued interest
9,685
1,130
10,815
Currency translation
11,038
2,794
13,833
20,723
(6,819)
13,904
Carrying value 31 December 2025
98,056
17,719
115,775
Pharming Group N.V. Annual Report 2025 | 173
Strategic Business Review
Notes to the consolidated financial statements
Currency risk
This is the risk that the fair value of assets, liabilities and especially the future cash flows of financial
instruments will fluctuate because of changes in foreign exchange rates. Pharming's policy for the
management of foreign currency risks is aimed at protecting the operating profit and positions held
or recorded in foreign currencies, in particular of the United States Dollar (USD) for the Group.
Certain payments and sales in the U.S. are being and will be received in USD. Some direct payments
of U.S. activities are carried in USD through the Dutch entities. At December 31, 2025, the Group's
cash and cash equivalents, including restricted cash, and marketable securities amounted to
US$181.1 million. This balance consists of cash assets denominated in euro for a total amount of
US$79.9 million or €68.2 million (applying an exchange rate EUR/USD at December 31, 2025,
of 1.1713) and cash assets in U.S. Dollars for a total amount of US$96.5 million. The US Dollar cash
balance will mainly be used for the commercialization activities of the U.S. organization.
The remaining cash balance (equivalent to US$4.7 million) is primarily denominated in British
pounds, Australian dollars and Swedish krona, and is utilized by the respective local entities.
Cash and cash equivalents (including restricted cash), accounts receivables and inventories
denominated in USD amounted in total to US$146.4 million (€125.0 million), respectively US$32.8
million (€28.0 million) for the trade and other payables denominated in USD. Pharming performed a
sensitivity analysis by applying an adjustment to the spot rate at year-end. As the balance of the
cash and cash equivalents (including restricted cash), accounts receivables, inventories, trade and
other payables, denominated in USD, at year-end is US$113.6 million, a 10% weakening of the euro
versus US dollar would have an impact of US$11.4 million on the Group's gain (weakening of the
euro). The balance sheet positions denominated in other foreign currencies are minimal, resulting
in a correspondingly low currency risk.
Interest rate risk
Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will
fluctuate because of changes in market interest rates. Pharming's interest rate risk policy is aimed
at minimizing the interest rate risks associated with the financing of the Company and thus at the
same time optimizing the net interest costs. This policy translates into a certain desired profile of
fixed-interest and floating interest positions, including those generated by cash and cash
equivalents and marketable securities and those paid on finance lease liabilities. As the interest rate
on the convertible bond is a fixed percentage, Pharming concluded that the total risk on interest is
not material.
The issue of the Convertible Bonds due 2029 at a fixed interest rate of 4.50% p.a. has rendered this
concern obsolescent. The interest on the vast majority of the Company's financial instruments is
not variable with market interest rates. More information on the Convertible Bonds due 2029 can
Credit risk
Credit risk is defined as the risk that one party to a financial instrument will cause a financial loss
for the other party by failing to discharge obligations. Pharming manages credit risk exposure
through the selection of financial institutions having a high credit rating, using credit rating reports
issued by institutions such as Standard & Poor's and Moody's. The exposure to credit risk at
December 31, 2025, is represented by the carrying amounts of cash and cash equivalents,
marketable securities and trade and other receivables.
The carrying amounts of the cash and cash equivalents (including restricted cash) as at
December 31, 2025, amounted to US$147.3 million and was held through financial institutions with
a A- to A rating from Standard & Poor's, A3 to Aa3 ratings from Moody's and A to AA- ratings from
Fitch.
Marketable securities at December 31, 2025, amounted to US$33.8 million (2024: US$112.9
million). As of December 31, 2025, the Company held no government treasury certificates
(2024:US$50.5 million). Since 2024, the Company has also invested in SEC Rule 2a-7 compliant
institutional money market funds, which offer enhanced financial flexibility. As of December 31,
2025, these investments amounted to US$33.8 million. Complying with SEC Rule 2a-7, these funds
ensure liquidity and stability through requirements on liquidity, maturity limits, credit quality and
diversification.
Trade and other receivables at December 31, 2025 , amounted to US$54.7 million. As at the date of
these financial statements, these amounts have largely been settled, including receipts in cash and
receipt of goods and services in exchange of prepaid expense items. Based on the credit ratings of
cash and cash equivalents (including restricted cash) as well as the positions taken with respect to
marketable securities and trade and other receivables, the Company considers that this risk is
adequately managed.
Pharming Group N.V. Annual Report 2025 | 174
Strategic Business Review
Notes to the consolidated financial statements
Liquidity risk
The liquidity risk refers to the risk that an entity will encounter difficulty in meeting obligations
associated with financial liabilities. Pharming's objective is to maintain a minimum level and certain
ratio of cash and cash equivalents (including short-term deposits and SEC Rule 2a-7 compliant
institutional money market funds). The strategy of the Company is to repay its obligations through
generation of cash income from operating activities such as product sales. In case such cash flows
are insufficient, the Company relies on financing cash flows as provided through the issuance
of shares or incurring financial liabilities. Note 3. Going concern assesment of these financial
statements more extensively describes the Company's going concern assessment.
The following table presents the financial liabilities at year-end 2025, showing the remaining
undiscounted contractual amounts due including nominal interest. Liabilities denominated in
foreign currency have been converted at the exchange rate at December 31, 2025.
The following table provides the maturity profile of financial liabilities, the amounts presented are
the gross undiscounted contractual cash flows due:
Amounts in US$ ’000
Within one
year
In 2-4 years
Beyond 4
years
Total
Prior year
total
Trade and other payables
105,899
105,899
66,611
Lease Liabilities
3,860
9,086
6,142
19,088
35,319
Convertible Bonds
5,271
130,307
135,578
129,118
Total
115,030
139,393
6,142
260,565
231,048
Fair value estimation
The Company uses the following hierarchy for determining the fair value of financial instruments
measured at fair value:
Level 1: Quoted prices (adjusted) 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 (that is, as prices) or indirectly (that is, derived from prices); and
Level 3: Inputs for the asset or liability that are not based on observable market data or which
are based on the probability of future events occurring (that is, unobservable inputs).
The following table presents the assets that are measured at fair value at year-end 2025 and 2024:
2025
2024
Amounts in US$ ’000
Level 1
Level 3
Total
Level 1
Level 3
Total
Marketable securities
(money market funds)
33,796
33,796
62,424
62,424
Investments in debt
instruments designated as
at FVTPL
6,703
6,703
3,767
3,767
Balance at December 31
33,796
6,703
40,499
62,424
3,767
66,191
The following table includes carrying values and the estimated fair values of financial instruments
not measured at fair value:
Amounts in US$ ‘000
2025
2024
Carrying value
Fair value
Carrying value
Fair value
Assets:
Cash and cash equivalents, including
restricted cash
147,293
147,293
56,449
56,449
Trade and other receivables
54,704
54,704
54,823
54,823
Liabilities:
Convertible Bond (incl. equity
component)
111,890
157,481
94,624
107,899
Lease Liabilities
17,719
17,719
29,914
29,914
Trade and other payables
105,899
105,899
66,611
66,611
Pharming Group N.V. Annual Report 2025 | 175
Strategic Business Review
Notes to the consolidated financial statements
29. Earnings per share and diluted shares
Basic earnings per share is calculated based on the weighted average number of ordinary shares
outstanding during the year. Diluted earnings per share is computed based on the weighted
average number of ordinary shares outstanding including the dilutive effect of shares to be issued
in the future under certain arrangements such as option plans. However, as the net result
represents a loss in 2024, the diluted earnings per share are equal to the basic earnings per share
for 2024. For 2025 and 2024, the basic and diluted earnings per share are:
2025
2024
Net profit (loss) attributable to equity owners of the parent (in US$ ’000)
2,851
(11,841)
Weighted average shares outstanding
688,773,370
671,347,279
Basic profit (loss) per share (in US$)
0.004
(0.018)
Weighted average diluted shares outstanding
746,866,045
785,412,134
Diluted profit (loss) per share (in US$)
0.004
(0.018)
The diluted net profit used in the calculation of dilutive profit per share amounts to US$2.9 million.
Difference between the weighted average shares outstanding and the weighted average diluted
shares outstanding used for basic profits calculations per share relates to restricted stock units
(RSU), options and LTIP. The 81,492,951 shares related to the convertible bonds are anti-dilutive
and are therefore excluded from the weighted average number of ordinary shares for the purpose
of diluted earnings per share.
Diluted shares
The composition of the number of shares and share rights outstanding as well as authorized share
capital as per December 31, 2025, and the date of these financial statements is provided in the
following table.
Movements of shares and other instruments between December 31, 2025, and April 1, 2026, are
shown in the table below:
December 31, 2025
Shares issued
Other
April 1, 2026
Shares
701,680,440
4,571,860
706,252,300
RSU
19,853,668
(298,494)
(1,339,365)
18,215,809
Convertible bonds
81,492,951
81,492,951
Options
8,479,908
(1,968,750)
(30,000)
6,481,158
LTIP
19,636,796
(2,304,616)
2,960,584
20,292,764
Issued
831,143,763
1,591,219
832,734,982
Available for issue
224,856,237
(1,591,219)
223,265,018
Authorized share capital
1,056,000,000
1,056,000,000
30. Events after the reporting period
On January 15, 2026, the Certificate of Dissolution of Abliva Inc., a wholly owned subsidiary of the
Group, was filed with the Secretary of State of the State of Delaware. The filing confirms that Abliva
Inc. was duly dissolved in accordance with Section 275 of the Delaware General Corporation Law.
The subsidiary was non‑operational, and its dissolution has no material impact on the Company’s
financial position, results of operations, cash flows, or internal organization.
The Board of Directors did not identify any other events after the reporting period affecting the
2025 financial statements.
Pharming Group N.V. Annual Report 2025 | 176
Company financial statements
Company statement of income
For the year ended December 31
Amounts in US$ ‘000
notes
2025
2024
Revenues
3
70,361
63,110
Other income
17
467
Operating expenses
4
(66,777)
(59,916)
Operating result
3,601
3,661
Fair value gain (loss) on revaluation
7,041
Other finance income and expenses
17
(5,541)
2,675
Finance cost, net
(5,541)
9,716
Result before tax
(1,940)
13,377
Income tax credit (expense)
7
(8,998)
(207)
Result before share in result of investments
(10,938)
13,170
Share in result of investments
12
13,788
(25,011)
Profit for the year
11
2,851
(11,841)
The notes are an integral part of these financial statements.
Pharming Group N.V. Annual Report 2025 | 177
Company balance sheet
As at December 31
(after proposed appropriation of net profit)
Amounts in US$ ‘000
notes
2025
2024
Non-current assets
Intangible assets
5
25,223
24,607
Property, plant and equipment
6
495
545
Right-of-use assets
6
2,942
3,186
Long-term prepayments
94
90
Deferred tax asset
7
6,266
10,417
Financial assets
12
323,842
158,906
Restricted Cash
10
488
466
Total non-current assets
359,350
198,217
Current assets
Trade and other receivables
8
1,803
3,787
Restricted cash
10
315
Marketable securities
9
33,796
112,949
Cash and cash equivalents
10
2,788
2,244
Total current assets
38,703
118,980
Total assets
398,053
317,197
Amounts in US$ ‘000
notes
2025
2024
Equity
Share capital
8,009
7,769
Share premium
513,257
488,990
Other and Legal reserves
28,819
(209)
Accumulated deficit
(272,983)
(275,489)
Shareholders’ equity
11
277,102
221,061
Non current Liabilities
Convertible bonds
13
92,719
78,154
Lease liabilities
6
2,526
2,907
Total non-current liabilities
95,245
81,061
Current Liabilities
Convertible bonds
13
5,336
4,245
Provisions
14
587
Intercompany payables
11
7,436
624
Trade and other payables
15
11,429
9,532
Lease liabilities
6
917
674
Total current liabilities
25,705
15,075
Total shareholders’ equity and liabilities
398,053
317,197
The notes are an integral part of these financial statements.
Pharming Group N.V. Annual Report 2025 | 178
Notes to the Company financial statements
1. General
Within Pharming, the entity Pharming Group N.V. acts as a holding company of the operating
companies. Its activities are limited to the arrangement of financial transactions with third parties
and to provide the operating companies with support in the field of legal, financial, human
resources, public relations, IT and other services.
2. Summary of material accounting policy information
The Company financial statements have been prepared in accordance with accounting principles
generally accepted in the Netherlands. The accounting policies applied are the same as those used
in the consolidated financial statements in accordance with the provisions of article 362-8 of book 2
of the Dutch Civil Code, except for investments in subsidiaries and intercompany receivables and
payables. Investments in subsidiaries are accounted for using the equity method. Intercompany
receivables and payables are stated at nominal value.
Investments in subsidiaries are those investments with a positive equity value. In the event the
equity value of a Group company together with any long-term interests that, in substance, form
part of our net investment in the Group company, becomes negative, additional losses are provided
for, and a liability is recognized, only to the extent that we have incurred legal or constructive
obligations or made payments on behalf of the subsidiary. The Company shall, upon identification
of a credit loss on an intercompany loan and/or receivable, eliminate the carrying amount of the
intercompany loan and/or receivable for the value of the identified credit loss.
3. Revenues
The revenues of the Company relate to intercompany charges to group companies.
4. Expenses by nature
Operating expenses in 2025 and 2024 were as follows:
Amounts in US$ ‘000
2025
2024
Direct operating expenses
(15,120)
(13,477)
Employee costs (excl. Share based compensation)
(25,464)
(25,013)
Facilities and infrastructure
(5,904)
(2,926)
Share-based compensation
(13,567)
(11,253)
Depreciation and amortization charges
(3,705)
(3,667)
Other operating expenses
(3,016)
(3,580)
Total
(66,777)
(59,916)
Total operating expenses increased to US$66.8 million in 2025 from US$59.9 million in 2024.
Direct operating expenses increased primarily due to costs associated with the public cash offer in
2025 to acquire all issued and outstanding shares of Abliva AB.
Facilities and infrastructure expenses increased mainly due to higher costs associated with the
implementation of a new source‑to‑pay system and continued investments to enhance the
Company's global regulatory infrastructure.
Share‑based compensation expenses increased mainly due to a higher number of equity‑settled
awards granted in recent years.
Employee information
The employees of Pharming Group N.V. in 2025 were based in the Netherlands, France and
in Turkey. The average number of full-time equivalent employees in 2025 was 94 (2024: 93).
The average number of full-time equivalent employees working outside the Netherlands was 15
(2024: 18 ).
Pharming Group N.V. Annual Report 2025 | 179
5. Intangible assets
Amounts in US$ ‘000
RUCONEST® licenses
Joenja® license
Software
Total
At cost
8,251
24,448
140
32,839
Accumulated:
Amortization charges
(2,761)
(1,326)
(124)
(4,211)
Carrying value at January 1, 2024
5,490
23,122
16
28,628
Amortization charges
(681)
(1,735)
(10)
(2,426)
Currency translation - cost
(489)
(1,449)
(8)
(1,946)
Currency translation - amortization
192
151
8
351
Movement 2024
(978)
(3,033)
(10)
(4,021)
At cost
7,762
22,999
132
30,893
Accumulated:
Amortization charges
(3,250)
(2,910)
(126)
(6,286)
Impairment charges
Carrying value at January 1, 2025
4,512
20,089
6
24,607
Amortization charges
(710)
(1,807)
(5)
(2,522)
Currency translation - cost
1,022
3,029
17
4,068
Currency translation - amortization
(457)
(456)
(17)
(930)
Movement 2025
(145)
766
(5)
616
At cost
8,784
26,028
149
34,961
Accumulated:
Amortization charges
(4,417)
(5,173)
(148)
(9,738)
Carrying value at December 31, 2025
4,367
20,855
1
25,223
More information is available in note 11. Intangible assets of the consolidated financial statements
Pharming Group N.V. Annual Report 2025 | 180
6. Tangible assets
6.1. Property, plant and equipment
Property, plant and equipment include leasehold improvements related to office investments in the
Company's headquarters and other items such as office furniture and equipment as well as IT-hardware.
Amounts in US$ ‘000
Leasehold
improvements
Machinery and
equipment
Other
Total
At cost
425
1,394
1,966
3,785
Accumulated depreciation
(415)
(1,101)
(1,388)
(2,904)
Carrying value at January 1, 2024
10
293
578
881
Investments
7
8
158
173
Depreciation charges
(6)
(112)
(351)
(469)
Currency translation - cost
(26)
(83)
(123)
(232)
Currency translation - amortization
25
70
97
192
Movement 2024
(117)
(219)
(336)
At cost
406
1,319
2,001
3,726
Accumulated depreciation
(396)
(1,143)
(1,642)
(3,181)
Carrying value at January 1, 2025
10
176
359
545
Investments
16
34
203
253
Depreciation charges
(5)
(87)
(278)
(370)
Currency translation - cost
54
175
272
501
Currency translation - amortization
(53)
(154)
(227)
(434)
Movement 2025
12
(32)
(30)
(50)
At cost
476
1,528
2,476
4,480
Accumulated depreciation
(454)
(1,384)
(2,147)
(3,985)
Carrying value at December 31, 2025
22
144
329
495
6.2. Leases
This note provides information for leases where the Company is a lessee.
i. Amounts recognized in the balance sheet
The balance sheet shows the following amounts relating to leases:
Right of use assets
Amounts in US$ ‘000
Buildings
Cars
Total
At cost
5,930
403
6,333
Accumulated depreciation
(2,439)
(288)
(2,727)
Carrying value at January 1, 2024
3,491
115
3,606
Additions
338
338
Remeasurement
338
338
Divestment
(305)
(227)
(532)
Depreciation charges
(654)
(118)
(772)
Depreciation of divestment
186
227
413
Currency translation - cost
(353)
(29)
(382)
Currency translation - amortization
164
13
177
Movement 2024
(624)
204
(420)
At cost
5,610
485
6,095
Accumulated depreciation
(2,743)
(166)
(2,909)
Carrying value at January 1, 2025
2,867
319
3,186
Additions
75
75
Remeasurement
124
124
Divestment
(135)
(135)
Depreciation charges
(684)
(129)
(813)
Depreciation of divestment
112
112
Currency translation - cost
743
63
806
Currency translation - amortization
(389)
(24)
(413)
Movement 2025
(206)
(38)
(244)
At cost
6,477
488
6,965
Accumulated depreciation
(3,816)
(207)
(4,023)
Carrying value at December 31, 2025
2,661
281
2,942
Pharming Group N.V. Annual Report 2025 | 181
Lease liabilities
Amounts in US$ ‘000
2025
2024
Current
917
674
Non-current
2,526
2,907
Balance at December 31
3,443
3,581
ii. Amounts recognized in the statement of income
The statement of income shows the following amounts relating to leases:
Amounts in US$ ‘000
2024
2024
Depreciation right of use buildings
(684)
(654)
Depreciation right of use cars
(129)
(118)
Interest expense (note 16)
(212)
(231)
Total expense right of use assets
(1,025)
(1,003)
7. Income tax
The Company represents the head of the Dutch fiscal unity and the disclosures in this note relate to
the tax position of the entire Dutch fiscal unity.
Deferred income tax
The net balance of deferred tax assets and liabilities is specified as follows:
Amounts in US$ ‘000
2025
2024
Total deferred tax assets
13,965
18,165
Total deferred tax liabilities
(7,699)
(7,748)
Total net balance of deferred tax assets and liabilities
6,266
10,417
The significant components and annual movements of deferred income tax assets as of
December 31, 2025, and 31 December 2024, are as follows:
Amounts in US$ ‘000
2025
2024
Deferred tax assets
Intangible assets
726
Other
66
45
Lease liabilities
3,406
6,215
Tax losses
9,767
11,905
Total deferred tax assets
13,965
20,149
Amounts in US$ ‘000
Intangible
assets
Other
Lease
liabilities
Tax losses
Total
At January 1, 2024
595
7,044
12,510
20,149
(Charged)/credited
- to profit or loss
30
(429)
(399)
(798)
- other movement
- to other comprehensive income
(568)
540
(28)
- currency translation
(12)
(400)
(746)
(1,158)
At December 31, 2024
45
6,215
11,905
18,165
(Charged)/credited
- to profit or loss
698
14
(3,487)
(3,562)
(6,337)
- other movement
- to other comprehensive income
- currency translation
28
7
678
1,424
2,137
At December 31, 2025
726
66
3,406
9,767
13,965
For more information on deferred taxes see note 10. Income tax to the consolidated financial
statements.
Pharming Group N.V. Annual Report 2025 | 182
The component and annual movement of deferred income tax liabilities as of December 31, 2025,
and January 1, 2025, are as follows:
Amounts in US$ ‘000
2025
2024
Deferred tax liabilities
Tangible fixed assets
(3,047)
(2,681)
Convertible bonds
(4,652)
(5,067)
Total deferred tax liabilities
(7,699)
(7,748)
Amounts in US$ ‘000
Tangible fixed
assets
Convertible
bonds
Total
At January 1, 2024
(4,590)
(4,590)
(Charged)/credited
- to profit or loss
1,709
(1,038)
671
- to other comprehensive income
(4,251)
(4,251)
- currency translation
200
222
422
At December 31, 2024
(2,681)
(5,067)
(7,748)
(Charged)/credited
- to profit or loss
(12)
1,040
1,028
- to other comprehensive income
- currency translation
(354)
(625)
(979)
At December 31, 2025
(3,047)
(4,652)
(7,699)
Income tax expenses
In 2025, the Company was liable to a tax expense of (US$9.0) million.
8. Trade and other receivables
Amounts in US$ ‘000
2025
2024
Prepaid expenses
509
635
Value added tax
911
2,356
Other receivables
125
181
Taxes and Social Securities
258
615
Balance at December 31
1,803
3,787
Trade and other receivables at December 31, 2025, are substantially short-term in nature.
9. Marketable securities
The backgrounds of the Marketable securities have been provided in note 15. Marketable securities
of the consolidated financial statements.
10. Restricted cash, Cash and cash equivalents
Amounts in US$ ‘000
2025
2024
Restricted cash (non-current)
488
466
Restricted cash (current)
315
Cash and cash equivalents
2,788
2,244
Total restricted cash, cash and cash equivalents
3,592
2,710
Pharming Group N.V. Annual Report 2025 | 183
11. Shareholders' equity
The Company's authorized share capital amounts to US$12.4 million (€10.6 million), exchange rate
(EUR:US$) equals 1:1.1713 ) and is divided into 1,056,000,000 ordinary shares with a nominal value
of €0.01 each. All 701,680,440 (€7.0 million) shares outstanding at December 31, 2025, have been
fully paid-up.
Movements in shareholders' equity for 2025 and 2024 were as follows:
Amounts in US$ ‘000
2025
2024
Balance at January 1
221,061
218,781
Net profit (loss)
2,851
(11,841)
Foreign currency translation
28,977
(11,901)
Total comprehensive income
31,828
(23,742)
Income tax benefit from excess tax deductions related to share-based
payments
1,343
(66)
Share-based compensation
13,766
11,248
Options exercised
9,926
2,615
Conversion rights of convertible bonds
12,225
Capital contributions to a subsidiary with non-controlling interests
(706)
Acquisition of non-controlling interests
(115)
Total transactions with owners
24,213
26,022
Balance at December 31
277,102
221,061
For a detailed movement schedule of equity for the years 2025 and 2024, please refer to note 19. 
Shareholders' equity of the consolidated financial statements.
12. Financial assets
Movements of the provision for investments for the years 2025 and 2024 were as follows:
Amounts in US$ ‘000
2025
2024
Balance at January 1
(351)
(91,881)
Share in results of investments
125
(36,817)
Contributions to investments
207,274
Release of provision
(120)
(80,596)
Exchange rate effects
(46)
1,669
Balance at December 31
(392)
(351)
At year-end 2025 and 2024, the provision for subsidiaries was set off against intercompany
receivable balances in Pharming Group N.V.:
Amounts in US$ ‘000
2025
2024
Provision for investments
(392)
(351)
Investments in subsidiaries with positive equity
174,227
141,705
Receivable from group companies
150,007
17,552
Net financial assets
323,842
158,906
See note 2.3 Basis of consolidation for a list of direct subsidiaries of Pharming Group N.V.
The Company's direct investments are:
Entity
Registered office
Investment %
Pharming Americas B.V.
The Netherlands
100%
Pharming Intellectual Property B.V.
The Netherlands
100%
Broekman Instituut B.V.
The Netherlands
100%
Pharming Healthcare, Inc.
The United States
100%
ProBio, Inc.
The United States
100%
Pharming Technologies B.V.
The Netherlands
100%
Pharming Group N.V. Annual Report 2025 | 184
13. Convertible bonds
The backgrounds of the convertible bonds have been provided in note 20. Convertible bonds of the
consolidated financial statements.
14. Provisions
Amounts in US$ ‘000
Restructuring
Total
At 1 January 2025
Arising during the year
1,031
1,031
Utilized
(444)
(444)
At 31 December 2025
587
587
- Current portion
587
587
- Non-current portion
Restructuring
The Company recorded a restructuring provision of US$0.6 million as at 31 December 2025.
The provision relates principally to the elimination of certain non-commercial and non-medical staff
positions as part of a cost optimization program.
The restructuring plan was agreed upon with the Company's Works Council and announced to
employees in October 2025, when the provision was recognized in the financial statements.
The restructuring is expected to be substantially completed by 2026.
The provision was measured at the best estimate of the expenditure required to settle the present
obligation at the reporting date, based on formal plans and communication to affected employees.
No reimbursement is expected.
The expected cash outflows related to the restructuring provision are anticipated to occur primarily
in 2026. The provision does not include costs associated with future operating activities.
15. Trade and other payables
Amounts in US$ ‘000
2025
2024
Accounts payable
644
1,030
Other payables
10,785
8,502
Balance at December 31
11,429
9,532
Trade and other payables at December 31, 2025, are short-term in nature.
16. Related party transactions
Related parties' disclosure relates mainly to transactions with group companies and the associate
company BioConnection Investments B.V. and with the key management of Pharming.
Related party transactions with group companies consist of recharged costs for US$70.4 million
(2024: US$63.1 million) and are recognized as revenues. These transactions take place in the
ordinary course of business and are at arm's length.
In 2025, Pharming Group N.V. did not engage in any transactions with BioConnection
Investments B.V.
All direct transactions with members of the Board of Directors have been disclosed in note 25.
Board of Directors and of the consolidated financial statements.
Pharming Group N.V. Annual Report 2025 | 185
17. Other finance income and expenses
Amounts in US$ ‘000
2025
2024
Interest income
1,055
4,345
Intercompany interest, net
3,476
7,355
Foreign currency results
(97)
58
Interest on convertible bonds
(9,685)
(7,699)
Fees and expenses on repayment and issuance convertible bonds
(1,151)
Interest leases
(212)
(231)
Other finance expenses
(78)
(2)
Total other finance income and expenses
(5,541)
2,675
18. Commitments and contingencies
The backgrounds of the commitments and contingencies have been provided in note 27.
Commitments and contingencies of the consolidated financial statements. Of these, the leniolisib
milestone commitments relate to Pharming Group N.V.
The Company has issued declarations of joint and several liabilities for debts arising from the
actions of Dutch consolidated participating interests, as described in article 2:403 of the
Netherlands Civil Code.
19. Events after the reporting period
The backgrounds of the events after the reporting period have been provided in note 30. Events
after the reporting period of the consolidated financial statements.
Pharming Group N.V. Annual Report 2025 | 187
Appropriation of result
Article 21.1 of the articles of association reads as follows: 'the Board of Directors shall annually
determine the amount of the distributable profit – the surplus on the profit and loss account –
to be reserved'.
The Board of Directors proposes to forward the net profit for the year 2025 of US$2.9 million
to the accumulated deficit.
Leiden, April 1, 2026
The Board of Directors
Fabrice Chouraqui – Executive member of the Board of Directors, President and
Chief Executive Officer
The original copy has been signed by the Board of Directors.
Pharming Group N.V. Annual Report 2025 | 188
Independent auditor's report
To: The shareholders and the Board of Directors of Pharming Group N.V.
REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS 2025 INCLUDED IN THE ANNUAL REPORT
Our opinion
We have audited the financial statements 2025 of Pharming Group N.V., based in Leiden.
The financial statements comprise the consolidated and company financial statements.
In our opinion:
The accompanying consolidated financial statements give a true and fair view of the financial
position of Pharming Group N.V. as at 31 December 2025, and of its result and its cash flows for
2025 in accordance with International Financial Reporting Standards as adopted by the
European Union (EU-IFRS) and with Part 9 of Book 2 of the Dutch Civil Code.
The accompanying company financial statements give a true and fair view of the financial
position of Pharming Group N.V. as at 31 December 2025, and of its result for 2025 in
accordance with Part 9 of Book 2 of the Dutch Civil Code.
The consolidated financial statements comprise:
1. The consolidated statement of financial position as at December 31, 2025.
2. The following statements for 2025: the consolidated income statement, the consolidated
statements of comprehensive income, changes in equity and cash flows.
3. The notes comprising material accounting policy information and other explanatory information.
The company financial statements comprise:
1. The company balance sheet as at December 31, 2025.
2. The company profit and loss account for 2025.
3. The notes comprising a summary of the accounting policies and other explanatory information.
Basis for our opinion
We conducted our audit in accordance with Dutch law, including the Dutch Standards on Auditing.
Our responsibilities under those standards are further described in the 'Our responsibilities for the
audit of the financial statements' section of our report.
We are independent of Pharming Group N.V. in accordance with the EU Regulation on specific
requirements regarding statutory audit of public-interest entities, the Wet toezicht
accountantsorganisaties (Wta, Audit firms supervision act), the Verordening inzake de
onafhankelijkheid van accountants bij assurance-opdrachten (ViO, Code of Ethics for Professional
Accountants, a regulation with respect to independence) and other relevant independence
regulations in the Netherlands. Furthermore, we have complied with the Verordening gedrags- en
beroepsregels accountants (VGBA, Dutch Code of Ethics for Professional Accountants).
We believe the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our opinion.
Information in support of our opinion
We designed our audit procedures in the context of our audit of the financial statements as a whole
and in forming our opinion thereon. The following information in support of our opinion was
addressed in this context, and we do not provide a separate opinion or conclusion on these
matters.
Materiality
Based on our professional judgment we determined the materiality for the financial statements as a
whole at US$4.8 million. The materiality is based on 1.26% of Revenue. We have also taken into
account misstatements and/or possible misstatements that in our opinion are material for the users
of the financial statements for qualitative reasons.
We agreed with the Board of Directors that misstatements in excess of US$242 thousand, which are
identified during the audit, would be reported to them, as well as smaller misstatements that in our
view must be reported on qualitative grounds.
Pharming Group N.V. Annual Report 2025 | 189
Scope of the Group audit
Pharming Group N.V. is at the head of a group of components. The financial information of this
group is included in the financial statements of Pharming Group N.V.
Based on our risk assessment, we determined the nature, timing and extent of audit procedures to
be performed, including determining the components at which to perform audit procedures.
In establishing the overall group audit strategy and plan, we determined the type of work that
needed to be performed at the components. All audit procedures on both group and component
level were performed by the Group engagement team and we did not make use of component
auditors. Our group audit mainly focused on the components in the Netherlands and the
United States as they represent the vast majority of the Group's activities. In addition,
we performed analytical procedures with regards to the portion of significant account balances
included in other components that were not selected for testing to ensure that we obtained
sufficient and appropriate audit evidence on a consolidated level.
By performing the procedures mentioned above at components, together with additional
procedures at group level, we have been able to obtain sufficient and appropriate audit evidence
about the Group's financial information to provide an opinion on the financial statements.
Audit approach fraud risks
We identified and assessed the risks of material misstatements of the financial statements due
to fraud. During our audit we obtained an understanding of the company and its environment
and the components of the system of internal control, including the risk assessment process and
management's process for responding to the risks of fraud and monitoring the system of internal
control and how the supervisory board exercises oversight, as well as the outcomes. We evaluated
Pharming's fraud risk assessment and made inquiries with the Board of Directors, those charged
with governance and others within the Group. We evaluated several fraud risk factors to consider
whether those factors indicate a risk of material misstatement due to fraud. We involved our
forensic specialists in our risk assessment and in determining the audit response.
We evaluated the design and relevant aspects of the system of internal control and in particular
the fraud risk assessment, as well as among others the code of conduct, whistle blower procedures
and incident registration. We evaluated the design and the implementation and, where considered
appropriate, tested the operating effectiveness, of internal controls designed to mitigate fraud
risks.
To identify fraud risks, we evaluated fraud risk factors with respect to financial reporting fraud,
misappropriation of assets and bribery and corruption in close co-operation with our forensic
specialists. This work included an in depth fraud brainstorming session with the engagement team,
supported by our forensic specialists and drawing on our sector experience. During the session we
identified fraud risk factors and assessed whether they indicated a risk of material misstatement
due to fraud. Taking into account these procedures and the presumed risks required by the
prevailing auditing standards, we considered the following risks of a material misstatement due to
fraud:
Presumed significant fraud risk of revenue recognition: We identified a risk of material
misstatement due to fraud related to revenue recognition as management could influence
revenue recognition to meet personal targets via recording of manual journal entries within
revenue.
Significant fraud risk related to illegal interactions with patient organizations/healthcare
providers: We identified a risk of material misstatement related to illegal interactions with or
payments made to patient organizations and/or healthcare professionals to promote Leniolisib/
Joenja®.
Presumed significant fraud risk of management override of controls: We identified a risk of
material misstatement due to fraud related to management override of controls. Management
is in a unique position to perpetrate fraud because of management's ability to manipulate
accounting records and prepare fraudulent financial statements by overriding controls that
otherwise appear to be operating effectively.
Presumed significant fraud risk of revenue recognition
We have performed the following audit procedures:
We obtained understanding of management's process for revenue recognition, including
IFRS 15 implications and tested the effectiveness of corresponding controls.
We performed detailed testing on the revenue population that did not derive from the regular
revenue process, but was recorded via a manual journal entry. These procedures included
obtaining the underlying documentation to assess the business rationale and to verify the
occurrence of the recorded revenue entries.
Pharming Group N.V. Annual Report 2025 | 190
Significant fraud risk related to illegal interactions with patient organizations/healthcare providers
We have performed the following audit procedures:
We obtained an understanding of management's business process related to contract
management and the approval of new vendors and tested the effectiveness of corresponding
controls.
We performed a third party payments analysis on vendor level and performed the following
procedures for selected new vendors:
We obtained and inspected the donation agreements to test the business rationale of the
agreement and authorised signatories.
We identified the promises and/or commitments and assessed whether those are acceptable
under the US Healthcare regulations/restrictions.
We identified and verified the payment recipient(s).
We reviewed public sources to confirm the organisation's objectives and any link to
Pharming's business.
We searched FCPA enforcement publications for adverse actions or reputational concerns.
In addition, we further selected individual transactions for testing, building on the vendor‑level
selection already performed. For selected transactions, we obtained the supporting invoice,
proof of delivery and proof of payment to test the occurrence and business rationale of the
transaction.
Presumed significant fraud risk of management override of controls
We have performed the following audit procedures:
We obtained an understanding of how journal entries are prepared and recorded.
We tested the effectiveness of the relevant control related to the review and approval of 
journal entries, as well as other controls addressing the significant risks.
We tested the appropriateness of journal entries recorded in the general ledger and other
adjustments made in the preparation of the financial statements using appropriate profiling
tests.
We identified and obtained an understanding of the business rationale for significant or unusual
transactions that are outside the normal course of business. We have inquired with
management regarding the nature of these transactions and whether related parties could be
involved; and
We evaluated whether the judgments and decisions made by management in making the
accounting estimates included in the annual accounts indicate a possibility of bias that may
represent a risk of material misstatement due to fraud. Management insights, estimates and
assumptions that might have a major impact on the annual accounts are disclosed in the notes
to the 2025 financial statements.
Our above mentioned audit approach to address the identified fraud risks was designed in close
collaboration with our forensic experts.
We incorporated elements of unpredictability in our audit. We also considered the outcome of our
other audit procedures and evaluated whether any findings were indicative of fraud or non-
compliance.
We considered available information and made enquiries of relevant executives, directors
(including internal audit and legal counsel) and the supervisory board.
We tested the appropriateness of journal entries recorded in the general ledger and other
adjustments made in the preparation of the financial statements.
We evaluated whether the selection and application of accounting policies by the Group,
particularly those related to subjective measurements and complex transactions, may be indicative
of fraudulent financial reporting.
We evaluated whether the judgments and decisions made by management in making the
accounting estimates included in the financial statements indicate a possible bias that may
represent a risk of material misstatement due to fraud. Management insights, estimates and
assumptions that might have a major impact on the financial statements are disclosed in note 2.5
Material accounting judgements and estimates of the financial statements. We performed a
retrospective review of management judgments and assumptions related to significant accounting
estimates reflected in prior year financial statements. Impairment testing of intangible and fixed
assets is a significant area to our audit as the determination whether these assets are not carried at
more than their recoverable amounts is subject to significant management judgment. Reference is
made to the section 'Our key audit matters'. 
For significant transactions such as the acquisition of Abliva AB, we evaluated whether the business
rationale of the transactions suggests that they may have been entered into to engage in fraudulent
financial reporting or to conceal misappropriation of assets.
This did not lead to indications for fraud potentially resulting in material misstatements.
Pharming Group N.V. Annual Report 2025 | 191
Audit approach compliance with laws and regulations
We assessed the laws and regulations relevant to the company through discussion with the Board
of Directors, legal counsel and reading minutes and reports of internal audit.
As a result of our risk assessment procedures, and while realizing that the effects from non-
compliance could considerably vary, we considered the following laws and regulations: (corporate)
tax law, adherence to the US Foreign Corrupt Practices Act, adherence to FDA/MDA regulations,
animal welfare regulations and the requirements under the International Financial Reporting
Standards as adopted by the European Union (EU-IFRS) and Part 9 of Book 2 of the Dutch Civil Code
with a direct effect on the financial statements as an integrated part of our audit procedures, to the
extent material for the financial statements.
We obtained sufficient appropriate audit evidence regarding provisions of those laws and
regulations generally recognized to have a direct effect on the financial statements.
Apart from these, the entity is subject to other laws and regulations where the consequences of
non-compliance could have a material effect on amounts and/or disclosures in the financial
statements, for instance, through imposing fines or litigation.
Given the nature of the entity's business and the complexity of these other laws and regulations,
there is a risk of non-compliance with the requirements of such laws and regulations. In addition,
we considered major laws and regulations applicable to listed companies.
Our procedures are more limited with respect to these laws and regulations that do not have a
direct effect on the determination of the amounts and disclosures in the financial statements.
Compliance with these laws and regulations may be fundamental to the operating aspects of the
business, to the entity's ability to continue its business, or to avoid material penalties (e.g.,
compliance with the terms of operating licenses and permits or compliance with environmental
regulations) and therefore non-compliance with such laws and regulations may have a material
effect on the financial statements. Our responsibility is limited to undertaking specified audit
procedures to help identify non-compliance with those laws and regulations that may have a
material effect on the financial statements. Our procedures are limited to (i) inquiry of
management, the supervisory board, the executive board and others within the entity as to
whether the entity is in compliance with such laws and regulations and (ii) inspecting
correspondence, if any, with the relevant licensing or regulatory authorities to help identify non-
compliance with those laws and regulations that may have a material effect on the financial
statements.
Naturally, we remained alert to indications of (suspected) non-compliance throughout the audit.
Finally, we obtained written representations that all known instances of (suspected) fraud or non-
compliance with laws and regulations have been disclosed to us.
Audit approach going concern
We are responsible for obtaining reasonable assurance that the Group is able to continue as a going
concern. Management is responsible to assess the Group's ability to continue as a going concern
and disclosing in the financial statements any events or circumstances that may cast significant
doubt on the Group's ability to continue as a going concern.
management has prepared the financial statements of Pharming Group N.V. based on the going
concern assumption. No events or circumstances have been identified which cause significant
doubt about the entity's ability to continue its operations (going concern risks). Our procedures to
evaluate the going concern assessment of management include:
Consider whether management's assessment of going concern contains all relevant information
of which we are aware as a result of our audit and review of the other information. In addition,
we inquired with management about the key assumptions underlying the going concern
assessment.
Inquiry with management regarding their knowledge of events and/or circumstances beyond
the period of management's assessment.
We reconciled the cash and cash equivalents position as used in the going concern assessment
to the audited position at December 31, 2025.
We evaluated managements' financial forecasts and analysis prepared for a period of at least 12
months from the date of preparation of the financial statements. This included consideration of
the reasonableness of key underlying assumptions by evaluating historically realized and future
expected operating and capital expenditure as well as evaluating mathematical accuracy of the
assessment.
We evaluated the adequacy of disclosures made in the financial statements in respect of going
concern.
Our audit procedures did not produce results that were inconsistent with management's
assumptions and judgments in applying the going concern assumption.
Pharming Group N.V. Annual Report 2025 | 192
Our key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in
our audit of the financial statements. We have communicated the key audit matters to the Board of
Directors. The key audit matters are not a comprehensive reflection of all matters discussed.
Key audit matter
Intangible assets – Valuation of the KL1333 license acquired in a business combination
Description
The Company acquired 88.9% of the voting shares of Abliva AB on February 14, 2025, followed by
the acquisition of the remaining shares on June 18, 2025. The Company accounted for the
acquisition under the acquisition method of accounting for business combinations. Accordingly, the
purchase price was allocated to the assets acquired and liabilities assumed based on their
respective fair values. Through this acquisition, the Company obtained exclusive global rights,
(excluding South Korea and Japan) to develop and commercialise napazimone (KL1333), valued at
US$61.1 million. The KL1333 licence was the principal intangible asset recognised in the purchase
price allocation under IFRS 3 and was measured at fair value using a probability‑adjusted
discounted cash flow approach. 
The initial fair value measurement of the acquired KL1333 licence required significant judgement
and estimation. These significant assumptions and judgements include:
Management's long-term revenue forecasts;
The development timelines and commercialization prospects, which include the probability of
regulatory success and the expected timing of obtaining regulatory approvals; and
The discount rate applied to future cash flows.
Given the complexity of this estimate and the judgements necessary to develop this estimate,
auditing this estimate required both extensive audit effort and a high degree of auditor judgement
when performing auditing procedures and evaluating the results of those procedures, and
therefore we identified the valuation of the KL1333 license as a key audit matter.
The company's disclosures concerning these estimates are included in notes 2.5, 4 and 11 to the
consolidated financial statements.
How the key audit matter was addressed in the audit
Our audit procedures related to the assumptions and judgements made by management in the
initial determination of the valuation of the KL1333 license included the following, amongst others:
We tested the effectiveness of controls over the valuation of the intangible asset, including
management's controls over the valuation model used, management's long-term revenue
forecast, development timelines and commercialization prospects including the expected timing
of obtaining regulatory approvals and selection of the discount rate.
We held inquiries with management to understand management's business process for
determining the initial valuation of the intangible asset.
We worked with our fair value specialists to assist us in testing the appropriateness of the
Company's valuation model, method, date and assumptions used, to determine the initial fair
value of the KL1333 license in accordance with IFRS 3.
We tested the appropriateness of management's long-term revenue forecast by comparing
these assumptions to underlying source data, market information and internal clinical
information about the progress of the drug development.
We assessed management's estimates of the probability and timing of achieving regulatory
approvals by comparing this assumption to publicly available research information for
mitochondrial disease and regulatory approval timelines and success rates.
We evaluated the Company's historical accuracy of estimating the forecasted performance of
drugs in development through retrospective reviews by comparing the prior years' forecasts of
Joenja® and RUCONEST® to actual performance.
With the assistance of our fair value specialists, we evaluated the reasonableness of the
valuation methodology and discount rate by:
Testing the source information underlying the determination of the discount rate and testing
the mathematical accuracy of the calculation.
Developing a range of independent estimates and comparing those to the discount rate
selected by management.
Our observations
Our procedures did not result in any reportable material matters.
Pharming Group N.V. Annual Report 2025 | 193
REPORT ON THE OTHER INFORMATION INCLUDED IN THE ANNUAL REPORT
The annual report contains other information, in addition to the financial statements and our
auditor's report thereon.
The other information consists of:
The director's report including, amongst others, the report of the Remuneration Committee.
Other information as required by Part 9 of Book 2 of the Dutch Civil Code.
Based on the following procedures performed, we conclude that the other information:
Is consistent with the financial statements and does not contain material misstatements.
Contains all the information regarding the management report and the other information as
required by Part 9 of Book 2 of the Dutch Civil Code.
We have read the other information. Based on our knowledge and understanding obtained through
our audit of the financial statements or otherwise, we have considered whether the other
information contains material misstatements.
By performing these procedures, we comply with the requirements of Part 9 of Book 2 of the Dutch
Civil Code and the Dutch Standard 720. The scope of the procedures performed is substantially less
than the scope of those performed in our audit of the financial statements.
The board is responsible for the preparation of the other information, including the directors
rapport in accordance with Part 9 of Book 2 of the Dutch Civil Code.
REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS AND ESEF
Engagement
We were engaged by the annual meeting of shareholders as auditor of Pharming Group N.V. on 22
May 2019, as of the audit for the year 2019 and have operated as statutory auditor ever since that
financial year.
No prohibited non-audit services
We have not provided prohibited non-audit services as referred to in Article 5(1) of the EU
Regulation on specific requirements regarding statutory audit of public-interest entities.
European Single Electronic Format (ESEF)
Pharming Group N.V. has prepared its annual report in ESEF. The requirements for this are set out
in the Delegated Regulation (EU) 2019/815 with regard to regulatory technical standards on the
specification of a single electronic reporting format (hereinafter: the RTS on ESEF).
In our opinion, the annual report, prepared in XHTML format, including the (partly) marked-up
consolidated financial statements, as included in the reporting package by Pharming Group N.V.
complies in all material respects with the RTS on ESEF.
Management is responsible for preparing the annual report including the financial statements in
accordance with the RTS on ESEF, whereby management combines the various components into
one single reporting package.
Our responsibility is to obtain reasonable assurance for our opinion whether the annual report in
this reporting package complies with the RTS on ESEF.
We performed our examination in accordance with Dutch law, including Dutch Standard 3950N
‘Assurance opdrachten inzake het voldoen aan de criteria voor het opstellen van een digitaal
verantwoordingsdocument’ (assurance engagements relating to compliance with criteria for digital
reporting).
Pharming Group N.V. Annual Report 2025 | 194
Our examination included amongst others:
Obtaining an understanding of the company's financial reporting process, including the
preparation of the reporting package.
Identifying and assessing the risks that the annual report does not comply in all material
respects with the RTS on ESEF and designing and performing further assurance procedures
responsive to those risks to provide a basis for our opinion, including:
obtaining the reporting package and performing validations to determine whether the
reporting package containing the Inline XBRL instance and the XBRL extension taxonomy
files has been prepared in accordance with the technical specifications as included in the
RTS on ESEF;
examining the information related to the consolidated financial statements in the reporting
package to determine whether all required mark-ups have been applied and whether these
are in accordance with the RTS on ESEF.
DESCRIPTION OF RESPONSIBILITIES REGARDING THE FINANCIAL STATEMENTS
Responsibilities of the Board of Directors for the financial statements
The board is responsible for the preparation and fair presentation of the financial statements
in accordance with EU-IFRS and Part 9 of Book 2 of the Dutch Civil Code. Furthermore, the board
is responsible for such internal control as the board determines is necessary to enable the
preparation of the financial statements that are free from material misstatement, whether due to
fraud or error.
As part of the preparation of the financial statements, the board is responsible for assessing the
company's ability to continue as a going concern. Based on the financial reporting frameworks
mentioned, the board should prepare the financial statements using the going concern basis of
accounting unless the board either intends to liquidate the company or to cease operations,
or has no realistic alternative but to do so.
The board should disclose events and circumstances that may cast significant doubt on the
company's ability to continue as a going concern in the financial statements.
The non-executive directors from the Board of Directors are responsible for overseeing the
company's financial reporting process.
Our responsibilities for the audit of the financial statements
Our objective is to plan and perform the audit engagement in a manner that allows us to obtain
sufficient appropriate audit evidence for our opinion.
Our audit has been performed with a high, but not absolute, level of assurance, which means we
may not detect all material misstatements, whether due to fraud or error, during our audit.
Misstatements can arise from fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users taken
on the basis of these financial statements. The materiality affects the nature, timing and extent of
our audit procedures and the evaluation of the effect of identified misstatements on our opinion.
We have exercised professional judgment and have maintained professional scepticism throughout
the audit, in accordance with Dutch Standards on Auditing, ethical requirements and independence
requirements. Our audit included among others:
Identifying and assessing the risks of material misstatement of the financial statements,
whether due to fraud or error, designing and performing audit procedures responsive to those
risks, and obtaining audit evidence that is sufficient and appropriate to provide a basis for our
opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for
one resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.
Obtaining an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the company's internal control.
Evaluating the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by the board.
Concluding on the appropriateness of the board's use of the going concern basis of accounting,
and based on the audit evidence obtained, whether a material uncertainty exists related to
events or conditions that may cast significant doubt on the company's ability to continue as a
going concern. If we conclude that a material uncertainty exists, we are required to draw
attention in our auditor's report to the related disclosures in the financial statements or, if such
disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit
evidence obtained up to the date of our auditor's report. However, future events or conditions
may cause the company to cease to continue as a going concern.
Evaluating the overall presentation, structure and content of the financial statements, including
the disclosures.
Evaluating whether the financial statements represent the underlying transactions and events in
a manner that achieves fair presentation.
Pharming Group N.V. Annual Report 2025 | 195
We are responsible for planning and performing the Group audit to obtain sufficient appropriate
audit evidence regarding the financial information of the entities or business units within the Group
as a basis for forming an opinion on the financial statements. We are also responsible for the
direction, supervision and review of the audit work performed for purposes of the Group audit.
We bear the full responsibility for the auditor's report.
We communicate with the non-executive directors from the Board of Directors regarding, among
other matters, the planned scope and timing of the audit and significant audit findings, including
any significant findings in internal control that we identified during our audit. In this respect we also
submit an additional report to the audit committee in accordance with Article 11 of the EU
Regulation on specific requirements regarding statutory audit of public-interest entities.
The information included in this additional report is consistent with our audit opinion in this
auditor's report.
We provide the Board of Directors with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other
matters that may reasonably be thought to bear on our independence, and where applicable,
related safeguards.
From the matters communicated with the Board of Directors, we determine the key audit matters:
those matters that were of most significance in the audit of the financial statements. We describe
these matters in our auditor's report unless law or regulation precludes public disclosure about the
matter or when, in extremely rare circumstances, not communicating the matter is in the public
interest.
Eindhoven, April 1, 2026
Deloitte Accountants B.V.
A.J.M. Zwama-Bombeeck
Pharming Group N.V. Annual Report 2024 | 196Pharming Group N.V. Annual Report 2025 | 196
Information for investors and shareholders
Share information
Pharming Group N.V. is listed on both Euronext Amsterdam
(symbol: PHARM) and on Nasdaq through a level-2 ADR
program where ADSs are tradeable (symbol: PHAR).
Pharming Group N.V.'s shares have been listed on Euronext
Amsterdam (symbol: PHARM) since 1999.
The shares (ISIN Code: NL0010391025) are only traded
through the book-entry facilities of Euroclear Nederland.
The address of Euroclear Nederland is: Herengracht 459-469,
1017 BS Amsterdam, the Netherlands.
ABN AMRO Bank N.V. is the paying agent with respect to the
shares. The address of the paying agent is: ABN AMRO Bank
N.V., Gustav Mahlerlaan 10, 1082 PP Amsterdam, the
Netherlands.
Pharming Group N.V.'s ADSs have also been tradable on
Nasdaq's Global Market (symbol: PHAR) since December 23,
2020. Each ADS (ISIN Code: NL0010391025) represents 10 of the
Company's ordinary shares of €0.01 nominal value ("Ordinary
Shares"). Level II listing is sponsored by J.P. Morgan Chase Bank
N.A. JP Morgan Chase Bank, N.A. (located at 383 Madison
Avenue, Floor 11, New York, NY 10179) acts as the depositary
and registrar for the ADSs representing our ordinary shares.
For further information please go to:
Financial calendar 2026
Financial calendar_2025.svg
May 7
Publication of
financial results
for the first
quarter of 2026
May 28
Annual General
Meeting of
Shareholders
July 30
Publication of
financial results for
the second quarter
and first half of 2026
November
5
Publication of
financial results
for the third quarter
of 2026
Pharming Group N.V. Annual Report 2025 | 197
Glossary
ADR/ADS American Depositary Receipt/American Depository
Share.
AEs Adverse events.
AFM Dutch Authority for the Financial Markets (Stichting
Autoriteit Financiële Markten).
AGM Annual General Meeting of Shareholders.
ALPS-FAS Autoimmune lymphoproliferative syndrome (ALPS)
with FAS mutation is a primary immunodeficiency with immune
dysregulation caused by certain mutations in the FAS gene.
APDS Activated phosphoinositide 3-kinase delta (PI3Kδ)
syndrome is a primary immunodeficiency disease caused by
activating gain of function mutations in gene contributing to the
control of the immune system.
BioConnection B.V. Contract services and manufacturing
organization for the development and manufacturing of
injectable (bio)pharmaceutical products.
BSM Black-Scholes-Merton, financial instrument pricing
framework.
C1-INH C1 esterase inhibitor, a protein present in the blood that
helps regulate the complement system, which forms part of the
body's natural inflammatory response. Insufficient levels or
activity of C1-INH can lead to inflammation and hereditary
angioedema (HAE) attacks.
CAGR compound annual growth rate
CBO Chief Business Officer.
CCO Chief Commercial Officer.
CLCO Chief Legal & Compliance Officer.
CEO Chief Executive Officer.
CFO Chief Financial Officer.
CHMP Committee for Medicinal Products for Human Use of the
European Medicines Agency's (EMA).
Clinical trial/study Clinical trials typically range from Phase I to
Phase IV and are performed on human individuals ranging from
healthy people to patients, to evaluate safety and efficacy of
new pharmaceutical products before they can be approved.
CMC Chemistry, Manufacturing & Control.
CMO Contract Manufacturing Organization or Chief Medical
Officer.
Complement system The complement system is a major part of
the immune system, responsible for certain immune-mediated
inflammation reactions, including most reactions that cause
vascular edema (swelling).
Convertible Bonds These are corporate bonds offered by a
publicly traded company that give the bond holder the right to
exchange the bond for a pre-determined quantity of stock.
COO Chief Operations Officer.
CPO Chief People Officer.
CRL Complete Response Letter from the U.S. FDA.
CRO Contract Research Organization.
CSRD Corporate Sustainability Reporting Directive.
CTLA4 haploinsufficiency A primary immunodeficiency
characterized by immune dysregulation and caused by certain
mutations in the CTLA4 (cytotoxic T-lymphocyte associated
protein 4) gene.
CVID Common variable immunodeficiency.
DSP Downstream Processing.
EBITDA Earnings before Interest, Tax, Depreciation &
Amortization. Defined as profit for the year adjusted to exclude
income tax credit (expense), Financial cost, net and depreciation
of property, plant and equipment and amortization of intangible
assets.
EEA European Economic Area.
EMA The European Medicines Agency is the regulatory office for
pharmaceuticals in the European Union.
EPS (Earnings per share) Profit attributable to shareholders
divided by the weighted average number of ordinary shares
outstanding during the period. Diluted EPS also reflects the
potential impact of instruments such as share options, warrants
and convertible loans.
Pharming Group N.V. Annual Report 2025 | 198
FDA The Food and Drug Administration, part of the US
Department of Health and Human Services Agency, is the
regulatory office responsible for pharmaceuticals and medical
devices in the United States.
FXIIa activated Factor XII (FXIIa) inhibitor.
GCP Good Clinical Practices.
GDP Good Distribution Practices.
GDPR General Data Protection Regulation.
GMP/ GMP status Good Manufacturing Practice is a term that is
recognized worldwide for the control and management of
manufacturing and quality control testing of foods and
pharmaceutical products.
GVP Good Pharmacovigilance Practices.
HAE Hereditary Angioedema is a genetic disorder caused by
insufficient activity or concentration of the C1 inhibitor protein
in the plasma.
HAEi GAP Hereditary Angioedema International (patient
organization) Global Access Program.
HRQoL health-related quality of life.
HTA Health Technology Assessment.
Instantie voor Dierenwelzijn (IvD) The Dutch Animal Welfare
Body overseeing animal welfare and ethical review of animal
research within an organization.
FRS, IAS and IASB International Financial Reporting Standards
(IFRS) along with International Accounting Standards (IAS) are a
set of accounting standards issued by the International
Accounting Standards Board (IASB).
IRP International Recognition Procedure. The U.K. MHRA's new
international recognition route for medicines utilizing pre-
existing approvals from other countries including the United
States.
Joenja® Registered trademark for leniolisib.
Kamada partners with international pharmaceutical companies
in exclusive marketing and distribution arrangements for the
Israeli market.
Leniolisib A synthetic phosphoinositide 3-kinase delta (PI3Kδ)
inhibitor developed for the treatment of activated
phosphoinositide 3-kinase delta syndrome (APDS). Joenja® is the
registered trademark for leniolisib in markets where it has
received regulatory approval.
LTIP Long Term Incentive Plan.
LTP Long-term prophylaxis.
MFDS Ministry of Food and Drug Safety of South Korea.
MHLW Ministry of Health, Labour and Welfare of Japan.
MHRA The U.K.'s Medicines and Healthcare Products Regulatory
Agency.
mtDNA Mitochondrial DNA; genetic material found in
mitochondria. Mutations in mtDNA are a cause of primary
mitochondrial disease (PMD).
Napazimone (KL1333) An investigational therapy being
developed for primary mitochondrial disease (PMD) associated
with mitochondrial DNA (mtDNA) mutations.
navigateAPDS our sponsored genetic testing program in U.S.
and Canada
NDA New Drug Application, the vehicle through which drug
sponsors formally propose that the FDA approve a new
pharmaceutical for sale and marketing in the U.S.
Net cash (debt) Defined as convertible bonds minus cash and
cash equivalents, restricted cash and marketable securities.
NFKB1 haploinsufficiency is a primary immunodeficiency with
immune dysregulation caused by certain mutations in the
NFKB1, or nuclear factor KB subunit 1, gene.
NHS National Health Service in the United Kingdom.
NICE National Institute for Health and Care Excellence.
Novartis Swiss multinational pharmaceutical company based in
Basel, Switzerland.
NVWA Nederlandse Voedsel- en Warenautoriteit. The Dutch
Food and Consumer Product Safety Authority.
OLE Open-label extension study.
Orchard Therapeutics gene therapy company with a strategic
partnership with Pharming for the development of OTL-105
which was discontinued in 2024.
Pharming Group N.V. Annual Report 2025 | 199
Orphan Drug A therapy intended for use in a low-incidence
indication. In certain markets, orphan designation or approval
may confer eligibility for regulatory incentives, including a period
of market exclusivity, subject to applicable criteria and
requirements.
OrphanPacific, Inc. A Japan-based pharmaceutical company that
serves as the marketing authorization holder and commercial
partner for Joenja® in Japan.
P/LP pathogenic or likely pathogenic.
PBAC Australian Pharmaceutical Benefits Advisory Committee.
PBS Australian Pharmaceutical Benefits Scheme
PI3Kδ Phosphoinositide 3-kinase delta.
PIP Pediatric Investigation Plan.
PMD Primary Mitochondrial Disease.
PMDA Japan's Pharmaceuticals and Medical Devices Agency.
Primary Immunodeficiency (PID) A group of rare, inherited
disorders that impair the normal function of the immune
system, often resulting in increased susceptibility to infections
and immune dysregulation.
PTEN deficiency A primary immunodeficiency characterized by
immune dysregulation and caused by certain mutations in the
PTEN (phosphatase and tensin homolog) gene.
QA Quality Assurance.
Rare disease A disease or condition with a low prevalence in the
general population. In the European Union, a disease is generally
defined as rare when it affects fewer than 1 in 2,000 people.
In the United States, the Orphan Drug Act generally defines a
rare disease as one affecting fewer than 200,000 people.
R&D Research and Development.
Recombinant Refers to a product produced using genetic
material from more than one biological source.
rhC1-INH Recombinant human C1 esterase inhibitor, the active
substance in RUCONEST®.
RoW Rest of World.
RUCONEST® Registered trademark for recombinant human C1
esterase inhibitor.
SEC U.S. Securities and Exchange Commission, the governmental
agency that regulates the US securities industry and stock
markets..
SFDA Saudi Food & Drug Authority.
SMC Scottish Medicines Consortium.
sNDA Supplemental New Drug Application.
SOBI Swedish Orphan Biovitrum International AB.
SOP Standard operating procedures.
SOX Sarbanes-Oxley Act.
SPC Supplementary Protection Certificate.
Structures chargées du Bien Être des Animaux (SBEA)
The French Animal Welfare Body overseeing animal welfare and
ethical review of animal research within an organization.
TGA Australian Therapeutic Goods Administration.
Transgenic Describes an organism whose cells contain genetic
material introduced from another species.
Treasury stocks Also known as treasury shares or reacquired
stock refers to previously outstanding stock that is bought back
from stockholders by the issuing company.
Ultra-rare disease A disease or condition with an exceptionally
low prevalence in the general population. While definitions vary
by jurisdiction, the term generally refers to diseases affecting
fewer than 1 in 50,000 people.
VUS Variant of uncertain significance.
VWAP Volume Weighted Average Price of shares.
Pharming Group N.V. Annual Report 2025 | 200
References
1
Castaldo AJ, et al. Ann Allergy Astma Immunol. 2025;135(3):303-310
2
Banerji, et al. Ann Allergy Asthma Immunol. 2020;124(6):600-607
3
Busse PJ, et al. J. Allergy Clin. Immunol. Pract. 2021;9(1):132-150.e3
4
Zuraw B, et al. J. Allergy Clin. Immunol. 2021;148:164-72.
5
6
Lucas CL, et al. Nat. Immunol. 2014;15(1):88-97
7
Begg M, et al. Pulm. Pharmacol. Ther. 2023 Apr;79:102201
8
Walsh Z, et al. Cell, 2025; 188, 4861-4879.e27
9
Büsch K, et al. Advances in Therapy. 2025;42:752-771
10
Durandy A, et al. Blood. 2020;135(9):638-643
11
Conti F, et al. Frontiers in Immunology. 2025;15:1517543
12
Busch K, et al. Ann Allergy Asthma Immunol. 2023;131(5):S63
13
Hanson, J., et al. Clin Exp Med 2024 Jan 27;24(1):17
14
Rao VK, et al. Blood Adv 2024; 8 (12): 3092–3108.
15
Joenja® Prescribing Information. 2023. Pharming Technologies BV
16
Rao VK, et al. Blood. 2023;141(9):971-983
17
Rao VK, et al. J Allergy Clin. Immunol. 2024;153: 265-274
18
Rao VK, et al. Blood. 2017 Nov 23;130(21):2307-2316
19
Rao VK and Oliveria JB. Blood. 2011; 118(22):5741-51
20
Tsujita Y, et al. J Allergy Clin Immunol 2016;138:1672-80
21
Bride K & Teachey D. F1000Res. 2017;6:1928
22
Kuehn HS, et al. Science 2014;345:1623-27
23
Resnick et. al. Blood (2012) 119 (7): 1650-1657
Pharming Group N.V. Annual Report 2025 | 201
Logo_Pharming_Negative.png