Merck & Co., Inc., Rahway, N.J., USA Announces Third-Quarter 2025 Financial ResultsOct 30, 2025
Total Worldwide Sales Were $17.3 Billion, an Increase of 4% From Third Quarter 2024; Excluding the Impact of Foreign Exchange, Sales Grew 3%
KEYTRUDA Sales Grew 10% to $8.1 Billion; Excluding the Impact of Foreign Exchange, Sales Grew 8% WINREVAIR Sales Were $360 Million; Growth of 141% Both Nominally and Excluding the Impact of Foreign Exchange CAPVAXIVE Sales Were $244 Million GARDASIL/GARDASIL 9 Sales Declined 24% to $1.7 Billion; Excluding the Impact of Foreign Exchange, Sales Declined 25% Animal Health Sales Grew 9% to $1.6 Billion; Excluding the Impact of Foreign Exchange, Sales Grew 7% GAAP EPS Was $2.32; Non-GAAP EPS Was $2.58; GAAP and Non-GAAP EPS Include a Charge of $0.10 per Share for Milestone Payment to LaNova for Technology Transfer for MK-2010 Received FDA Approval of KEYTRUDA QLEX Injection for Subcutaneous Use Across All Solid Tumor Indications for KEYTRUDA Presented New Research Across More Than 20 Types of Cancer and Multiple Treatment Settings at ESMO Congress 2025, Including Positive Survival Data From KEYNOTE-905 and KEYNOTE-B96 Announced Positive Topline Results From Third Phase 3 CORALreef Lipids Trial of Enlicitide Decanoate for Treatment of Adults With Hypercholesterolemia Completed Acquisition of Verona Pharma and Its First-In-Class COPD Maintenance Treatment for Adults, OHTUVAYRE, in October Full-Year 2025 Financial Outlook
Now Expects Worldwide Sales To Be Between $64.5 Billion and $65.0 Billion Raises and Narrows Expected Non-GAAP EPS Range To Be Between $8.93 and $8.98
RAHWAY, N.J., October 30, 2025--(BUSINESS WIRE)--Merck & Co., Inc., Rahway, N.J., USA (NYSE: MRK), known as MSD outside the United States and Canada, today announced financial results for the third quarter of 2025.
"In the third quarter, we continued to execute on our strategy with important pipeline advancements, significant approvals and successful new product launches," said Robert M. Davis, chairman and chief executive officer. "We’re delivering value to patients and customers through our innovative portfolio of medicines and vaccines, and we’re securing our future by making important investments in our pipeline – including through compelling, strategic business development like our completed acquisition of Verona Pharma and expanded U.S. manufacturing and R&D spending. With each milestone we achieve, my conviction that we’re well-positioned to drive the next chapter of success for our Company increases."
Financial Summary
Third Quarter $ in millions, except EPS amounts 2025 2024 Change Change Ex-Exchange Sales $17,276 $16,657 4% 3% GAAP net income1 5,785 3,157 83% 84% Non-GAAP net income that excludes certain items1,2* 6,448 3,985 62% 62% GAAP EPS 2.32 1.24 87% 88% Non-GAAP EPS that excludes certain items2* 2.58 1.57 64% 65% *Refer to table on page 7.
For the third quarter of 2025, Generally Accepted Accounting Principles (GAAP) earnings per share (EPS) assuming dilution was $2.32 and non-GAAP EPS was $2.58. GAAP and non-GAAP EPS in the third quarter of 2025 include a charge of $0.10 per share for a milestone payment to LaNova Medicines Ltd. (LaNova, acquired by Sino Biopharmaceutical Limited) associated with the technology transfer for MK-2010. GAAP and non-GAAP EPS in the third quarter of 2024 include a net charge of $0.79 per share in the aggregate for the acquisition of Eyebiotech Limited (EyeBio) and a related development milestone, the acquisition of MK-1045 from Curon Biopharmaceutical (Curon), as well as a payment received from Daiichi Sankyo related to the expansion of the existing development and commercialization agreement to include gocatamig (MK-6070).
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Non-GAAP EPS in both periods excludes acquisition- and divestiture-related costs, costs related to restructuring programs, and income and losses from investments in equity securities. Non-GAAP EPS in the third quarter of 2025 also excludes tax expense relating to audit reserve adjustments.
Year-to-date results can be found in the attached tables.
Third-Quarter Sales Performance The following table reflects sales of the Company’s top products and significant performance drivers.
Third Quarter $ in millions 2025 2024 Change Change Ex-Exchange Commentary Total Sales $17,276 $16,657 4% 3% Pharmaceutical 15,611 14,943 4% 3% Increase primarily driven by growth in oncology, cardiovascular and diabetes, partially offset by declines in vaccines, virology and immunology. KEYTRUDA 8,142 7,429 10% 8% Growth driven by continued strong global demand from metastatic indications, including urothelial, endometrial and gastric cancers, as well as robust global uptake in earlier-stage indications including triple-negative breast cancer, cervical cancer, renal cell carcinoma (RCC) and non-small cell lung cancer (NSCLC). Sales also benefitted from timing of wholesaler purchases in the U.S., partially offset by other channel movements. GARDASIL/GARDASIL 9 1,749 2,306 -24% -25% Decline primarily due to lower demand in China. Excluding China, sales declined 2%, or 3% excluding impact of foreign exchange, reflecting lower demand in Japan following a national catch-up immunization program, partially offset by higher sales in the U.S. due to higher net pricing and favorable public-sector purchasing patterns. PROQUAD, M-M-R II and VARIVAX 684 703 -3% -3% Decline primarily due to lower demand, partially offset by higher net pricing in the U.S. JANUVIA/JANUMET 624 482 29% 29% Growth driven by higher net pricing in the U.S., partially offset by lower demand in China as well as in most other international markets due to generic competition. BRIDION 439 420 5% 4% Growth primarily due to higher demand in the U.S., partially offset by lower demand in most international markets due to ongoing generic competition. Lynparza* 379 337 12% 12% Growth primarily due to higher demand in the U.S. and certain international markets. WINREVAIR 360 149 141% 141% Growth largely reflects continued uptake in the U.S., partially offset by timing of distributor purchases and lower net pricing in the U.S. largely due to Medicare Part D redesign. PREVYMIS 266 208 28% 25% Increase primarily due to higher demand in the U.S. and launch of new indications in certain international markets, partially offset by lower demand in China due to generic competition. Lenvima* 258 251 3% 2% Increase primarily due to higher sales in the U.S. reflecting higher demand, partially offset by lower net pricing. CAPVAXIVE 244 47 N/M N/M Represents continued uptake since third-quarter 2024 launch in the U.S., as well as expected seasonal inventory build. VAXNEUVANCE 226 239 -6% -7% Decline primarily due to lower demand in certain international markets, particularly in Japan due to competitive pressure, partially offset by higher demand in certain European markets. WELIREG 196 139 42% 41% Growth primarily driven by higher demand in the U.S. and continued launch uptake in certain European markets, partially offset by lower net pricing in the U.S. LAGEVRIO 138 383 -64% -65% Decline primarily due to lower demand in the Asia Pacific region, particularly in Japan, as well as in the U.S. SIMPONI - 189 -100% -100% Marketing rights in former territories of the Company reverted to Johnson & Johnson on Oct. 1, 2024. Animal Health 1,615 1,487 9% 7% Growth primarily due to performance of livestock products. Livestock 1,023 886 16% 14% Growth primarily driven by higher demand across all species, as well as timing of sales. Companion Animal 592 601 -2% -3% Decline primarily due to lower demand, reflecting a reduction in veterinary visits and competitive pressure for parasiticides, partially offset by higher pricing, improved supply and new product launches. Sales of BRAVECTO were $262 million and $266 million in current and prior-year quarters, respectively, which represents a decline of 1%, or 3% excluding impact of foreign exchange. Other Revenues** 50 227 -78% -27% Decline primarily due to unfavorable impact of revenue-hedging activities and lower revenue from third-party manufacturing arrangements. *Alliance revenue for this product represents the Company’s share of profits, which are product sales net of cost of sales and commercialization costs. **Other revenues are comprised primarily of revenues from third-party manufacturing arrangements and miscellaneous corporate revenues, including revenue-hedging activities. N/M- Not meaningful.
In addition, Koselugo alliance revenue was $214 million in the third quarter of 2025 compared with $39 million in the third quarter of 2024. The increase was due to an amendment to the collaboration agreement with AstraZeneca, which discontinued the provisions whereby the Company shared revenue and costs with AstraZeneca, and revised the payment structure, resulting in the Company’s recognition of a $150 million upfront payment and a $50 million regulatory milestone.
Third-Quarter Expense, EPS and Related Information The table below presents selected expense information.
$ in millions GAAP Acquisition-
and
Divestiture-
Related
Costs3 Restructuring
Costs (Income)
Loss From
Investments
in Equity
Securities Non-GAAP2 Third Quarter 2025 Cost of sales $3,855 $621 $110 $- $3,124 Selling, general and administrative 2,633 34 - - 2,599 Research and development 4,234 4 233 - 3,997 Restructuring costs 47 - 47 - - Other (income) expense, net (238) - - (344) 106 Third Quarter 2024 Cost of sales $4,080 $639 $192 $- $3,249 Selling, general and administrative 2,731 43 31 - 2,657 Research and development 5,862 24 - - 5,838 Restructuring costs 56 - 56 - - Other (income) expense, net (162) (27) - 58 (193)
GAAP Expense, EPS and Related Information Gross margin was 77.7% for the third quarter of 2025 compared with 75.5% for the third quarter of 2024. The increase was primarily due to the favorable impact of product mix and lower restructuring costs, partially offset by higher inventory write-offs and the unfavorable impact of foreign exchange.
Selling, general and administrative (SG&A) expenses were $2.6 billion in the third quarter of 2025, a decrease of 4% compared with the third quarter of 2024. The decrease was primarily due to lower administrative, restructuring and selling costs, partially offset by the unfavorable impact of foreign exchange.
Research and development (R&D) expenses were $4.2 billion in the third quarter of 2025, a decrease of 28% compared with the third quarter of 2024. The decrease was primarily due to lower charges for business development activity, including charges of $2.2 billion in the aggregate related to the acquisitions of EyeBio and MK-1045 in the third quarter of 2024, compared with a charge of $300 million in the third quarter of 2025 related to a milestone payment to LaNova for the completion of the technology transfer for MK-2010. Excluding these charges, R&D expenses increased primarily due to higher restructuring costs and clinical development spending.
Other (income) expense, net, was $238 million of income in the third quarter of 2025 compared with $162 million of income in the third quarter of 2024. The favorability was primarily due to net income from investments in equity securities in 2025 compared with net losses from investments in equity securities in 2024, partially offset by $170 million of income recognized in 2024 related to a payment received from Daiichi Sankyo associated with the expansion of an existing development and commercialization agreement to include gocatamig (MK-6070).
The effective tax rate was 14.2% for the third quarter of 2025.
GAAP EPS was $2.32 for the third quarter of 2025 compared with $1.24 for the third quarter of 2024. The increase was primarily driven by a net charge of $0.79 per share in the aggregate in 2024 for the EyeBio, Curon and Daiichi Sankyo transactions, partially offset by a charge of $0.10 per share in 2025 related to the LaNova technology transfer milestone payment.
Non-GAAP Expense, EPS and Related Information Non-GAAP gross margin was 81.9% for the third quarter of 2025 compared with 80.5% for the third quarter of 2024. The increase was primarily due to the favorable impact of product mix, partially offset by higher inventory write-offs and the unfavorable impact of foreign exchange.
Non-GAAP SG&A expenses were $2.6 billion in the third quarter of 2025, a decrease of 2% compared with the third quarter of 2024. The decrease was primarily due to lower administrative and selling costs, partially offset by the unfavorable impact of foreign exchange.
Non-GAAP R&D expenses were $4.0 billion in the third quarter of 2025, a decrease of 32% compared with the third quarter of 2024. The decrease was primarily due to lower charges for business development activity, including charges of $2.2 billion in the aggregate related to the acquisitions of EyeBio and MK-1045 in the third quarter of 2024, compared with a charge of $300 million in the third quarter of 2025 related to a milestone payment to LaNova for the completion of the technology transfer for MK-2010. Excluding these charges, R&D expenses increased primarily due to higher clinical development spending.
Non-GAAP other (income) expense, net, was $106 million of expense in the third quarter of 2025 compared with $193 million of income in the third quarter of 2024. The unfavorability was primarily due to $170 million of income recognized in 2024 related to a payment received from Daiichi Sankyo associated with the expansion of an existing development and commercialization agreement to include gocatamig (MK-6070).
The non-GAAP effective tax rate was 13.4% for the third quarter of 2025.
Non-GAAP EPS was $2.58 for the third quarter of 2025 compared with $1.57 for the third quarter of 2024. The increase was primarily driven by a net charge of $0.79 per share in the aggregate in 2024 for the EyeBio, Curon and Daiichi Sankyo transactions, partially offset by a charge of $0.10 per share in 2025 related to the LaNova technology transfer milestone payment.
A reconciliation of GAAP to non-GAAP net income and EPS is provided in the table that follows.
Third Quarter $ in millions, except EPS amounts 2025 2024 EPS GAAP EPS $2.32 $1.24 Difference 0.26 0.33 Non-GAAP EPS that excludes items listed below2 $2.58 $1.57 Net Income GAAP net income1 $5,785 $3,157 Difference 663 828 Non-GAAP net income that excludes items listed below1,2 $6,448 $3,985 Excluded Items: Acquisition- and divestiture-related costs3 $659 $679 Restructuring costs 390 279 (Income) loss from investments in equity securities (344) 58 Decrease to net income before taxes 705 1,016 Estimated income tax (benefit) expense4 (42) (188) Decrease to net income $663 $828
Pipeline and Portfolio Highlights In the third quarter, the Company continued to demonstrate pipeline progress with the achievement of key regulatory and clinical milestones.
In oncology, in September 2025, the U.S. Food and Drug Administration (FDA) approved KEYTRUDA QLEX injection for subcutaneous (SC) administration for use in adults across most solid tumor indications for KEYTRUDA, based on results from the Phase 3 MK-3475A-D77 trial. In October 2025, the FDA subsequently approved KEYTRUDA QLEX for the treatment of certain adult patients with resectable locally advanced head and neck squamous cell carcinoma (LA-HNSCC), based on results from the Phase 3 KEYNOTE-689 trial. KEYTRUDA QLEX is now approved for use in adults across all solid tumor indications approved for KEYTRUDA and is the first and only subcutaneously administered immune checkpoint inhibitor that can be given by a health care provider in as little as one minute.
In addition, the European Medicines Agency’s Committee for Medicinal Products for Human Use (CHMP) adopted a positive opinion recommending approval for SC administration of KEYTRUDA for all adult indications; a final decision is expected in the fourth quarter of 2025. The European Commission (EC) also approved KEYTRUDA as part of a perioperative regimen for the treatment of PD-L1+ resectable LA-HNSCC.
At the European Society for Medical Oncology (ESMO) Congress 2025, the Company announced new research from its broad and differentiated portfolio and pipeline, highlighting progress in new tumor types and earlier stages of disease. This included positive results from the Phase 3 KEYNOTE-905 trial (also known as EV-303) in cisplatin-ineligible patients with muscle-invasive bladder cancer (MIBC), the Phase 3 KEYNOTE-B96 trial in platinum-resistant recurrent ovarian cancer and the Phase 2/3 REJOICE-Ovarian01 trial in collaboration with Daiichi Sankyo in certain types of platinum-resistant ovarian cancer, long-term follow-up data from the Phase 3 KEYNOTE-775 trial in advanced endometrial cancer, as well as long-term data for KEYTRUDA in both earlier-stage and metastatic NSCLC.
In vaccines and infectious diseases, in August 2025, the Company received two approvals in Japan: its nine-valent HPV vaccine for use in males ages 9 and older that will be marketed under the trademark SILGARD 9, and CAPVAXIVE for use in the elderly or adults who are at an increased risk of pneumococcal disease.
At the European AIDS Clinical Society 2025 conference, the Company also presented new data from Phase 3 trials evaluating the once-daily, oral, two-drug regimen of doravirine/islatravir in adults with virologically suppressed HIV-1 infection, which showed minimal changes in weight and body composition and no clinically meaningful effect on fasting lipids and the homeostatic model assessment of insulin resistance across both clinical trials.
In cardiovascular disease, the Company announced positive topline results from the Phase 3 CORALreef Lipids trial evaluating the safety and efficacy of enlicitide decanoate, an investigational, once-daily oral proprotein convertase subtilisin/kexin type 9 (PCSK9) inhibitor being evaluated for the treatment of adults with hypercholesterolemia. The trial met all primary and key secondary endpoints. Enlicitide has the potential to be the first approved oral PCSK9 inhibitor.
In addition, the FDA approved an update to the U.S. product label for WINREVAIR, based on results from the Phase 3 ZENITH trial, expanding the indication to include components of the clinical worsening events: hospitalization for pulmonary arterial hypertension (PAH), lung transplantation and death. Further, at the 2025 European Respiratory Society Congress, the Company presented positive results from the Phase 3 HYPERION trial evaluating WINREVAIR versus placebo (both in combination with background therapy) in adults recently diagnosed with PAH (Group 1 pulmonary hypertension) with World Health Organization (WHO) functional class II or III at intermediate or high risk of disease progression. Results showed that adding WINREVAIR within the first year after PAH diagnosis significantly reduced the risk of clinical worsening events compared to placebo.
The Company also completed its acquisition of Verona Pharma plc (Verona Pharma) in October 2025, strengthening its cardio-pulmonary portfolio with the addition of OHTUVAYRE, an FDA-approved, first-in-class maintenance treatment for chronic obstructive pulmonary disease (COPD) in adult patients.
Notable recent news releases on the Company’s pipeline and portfolio are provided in the table that follows. Visit the News Releases section of the Company’s website to read the releases.*
Oncology FDA Approved KEYTRUDA QLEX Injection for SC Use in Adults Across Most Solid Tumor Indications for KEYTRUDA; Based on Results From Phase 3 MK-3475A-D77 Trial FDA Granted Breakthrough Therapy Designation for Raludotatug Deruxtecan (R-DXd) for Patients With CDH6 Expressing Platinum-Resistant Ovarian, Primary Peritoneal, or Fallopian Tube Cancers Previously Treated With Bevacizumab; Based on Results From Phase 1 Trial and REJOICE-Ovarian01 Phase 2/3 Trial FDA Granted Breakthrough Therapy Designation for Ifinatamab Deruxtecan (I-DXd) for Patients With Pretreated Extensive-Stage Small Cell Lung Cancer; Based on Results From Phase 2 IDeate-Lung01 Trial FDA Granted Priority Review for KEYTRUDA and KEYTRUDA QLEX, Each in Combination With Padcev, for Certain Patients With MIBC; FDA Set Prescription Drug User Fee Act (PDUFA) Date of April 7, 2026 EC Approved KEYTRUDA as Part of a Treatment Regimen for Adults With Resectable LA-HNSCC Expressing PD-L1 (CPS≥1); Based on Results From Phase 3 KEYNOTE-689 Trial EU CHMP Adopted Two Positive Opinions for KEYTRUDA, for SC Administration and for New Indication for Earlier-Stage Head and Neck Cancer; Latter Based on Results From Phase 3 KEYNOTE-689 Trial KEYTRUDA Plus Padcev Reduced Risk of Event-Free Survival Events by 60% and Risk of Death by 50% for Certain Patients With MIBC When Given Before and After Surgery; Based on Results From Phase 3 KEYNOTE-905 Trial KEYTRUDA Plus Chemotherapy, With or Without Bevacizumab, Reduced Risk of Disease Progression or Death Versus Chemotherapy, With or Without Bevacizumab, in Certain Patients With Platinum-Resistant Recurrent Ovarian Cancer; Based on Results From Phase 3 KEYNOTE-B96 Trial; FDA Set PDUFA Date of Feb. 20, 2026 Phase 3 KEYNOTE-B96 Trial Met Secondary Endpoint of Overall Survival in All Comers Population of Patients With Platinum-Resistant Recurrent Ovarian Cancer R-DXd Demonstrated Clinically Meaningful Response Rates in Patients With Recurrent Platinum-Resistant Ovarian, Primary Peritoneal or Fallopian Tube Cancer in Phase 2 Part of REJOICE-Ovarian01 Phase 2/3 Trial KEYTRUDA Demonstrated Long-Term Survival Benefit in Certain Patients With Earlier or Advanced Stages of NSCLC; Based on Exploratory Five-Year Analyses of Phase 3 KEYNOTE-671 Trial, Eight-Year Analyses of Phase 3 KEYNOTE-024 and KEYNOTE-042 Trials, and 10-Year Analyses of Phase 1b KEYNOTE-001 and Phase 2/3 KEYNOTE-010 Trials KEYTRUDA Plus Lenvima Demonstrated Durable Five-Year Survival Benefit Versus Chemotherapy for Patients With Advanced Endometrial Carcinoma Following One Prior Platinum-Based Regimen; Based on Results From Phase 3 KEYNOTE-775 Trial WELIREG Plus Lenvima Met Primary Endpoint of Progression-Free Survival in Certain Previously Treated Patients With Advanced RCC; Based on Results From Phase 3 LITESPARK-011 Trial KEYTRUDA Plus WELIREG Met Primary Endpoint of Disease-Free Survival in Certain Patients With Clear Cell RCC Following Nephrectomy; Based on Results From Phase 3 LITESPARK-022 Trial I-DXd Demonstrated Clinically Meaningful Response Rates in Patients With Extensive-Stage Small Cell Lung Cancer in IDeate-Lung01 Phase 2 Trial HERTHENA-Breast04 Phase 3 Trial of Patritumab Deruxtecan (HER3-DXd) Initiated in Patients With Metastatic Hormone Receptor-Positive, HER2-Negative Breast Cancer Previously Treated With Endocrine Therapy Vaccines and Infectious Diseases CAPVAXIVE Demonstrated Positive Immune Responses in Children and Adolescents at Increased Risk of Pneumococcal Disease; Based on Results From Phase 3 STRIDE-13 Trial The Company Announced New Data From Phase 3 Trials Evaluating the Investigational, Once-Daily, Oral, Two-Drug Regimen of Doravirine/Islatravir in Adults With Suppressed HIV-1 Infection; Based on Results From Phase 3 MK-8591A-051 and MK-8591A-052 Trials Systematic Review of 15 Studies Focused on Epidemiology and Antimicrobial Resistance of Pneumococcal Serotypes Covered by CAPVAXIVE in U.S. Adults Cardiovascular FDA Approved Updated Indication for WINREVAIR in Adults With PAH Based on Phase 3 ZENITH Study WINREVAIR Reduced the Risk of Clinical Worsening Events by 76% Compared to Placebo in Patients Recently Diagnosed With PAH on Background Therapy in Phase 3 HYPERION Trial Oral PCSK9 Inhibitor Enlicitide Decanoate Met All Primary and Key Secondary Endpoints in Adults With Hypercholesterolemia in Pivotal Phase 3 CORALreef Lipids Study Immunology The Company Expanded Tulisokibart Clinical Development Program With Initiation of Phase 2b Trials in Three Additional Immune-Mediated Inflammatory Diseases *References to the Company’s name in the above news release titles have been modified for the purpose of this announcement.
Manufacturing and R&D Investment The Company continued to make long-term investments in its U.S. manufacturing and R&D capabilities and broke ground on a new $3 billion Center of Excellence for Pharmaceutical Manufacturing at its Elkton, Virginia site. The 400,000-square-foot facility will include both active pharmaceutical ingredient and drug product investment to support small molecule manufacturing and testing, creating more than 500 full-time jobs. This investment is part of the Company’s commitment to dedicate more than $70 billion beginning in 2025 to expand domestic manufacturing and R&D — not including any future business development in R&D — to drive its long-term growth and strengthen the U.S. as a global leader in biopharmaceutical innovation.
Upcoming Investor Event The Company also plans to present new data from its innovative cardiovascular pipeline and portfolio at the American Heart Association (AHA) Scientific Sessions 2025 from Nov. 7-10. The Company will host an Investor Event to coincide with the AHA Scientific Sessions 2025 on Sunday, Nov. 9 at 6 p.m. CT. The event will take place in New Orleans and will be accessible via live audio webcast at this weblink.
Sustainability Highlights The Company’s 2024/2025 Purpose for Progress Impact Report provided a comprehensive view of how it is pursuing innovative science for the health of people and animals and ensuring its efforts drive significant and sustainable value. The report noted that the Company’s medicines and vaccines reached more than 450 million people around the world in 2024.
Full-Year 2025 Financial Outlook The following table summarizes the Company’s full-year financial outlook.
Full Year 2025 Updated Prior Sales* $64.5 billion to $65.0 billion $64.3 billion to $65.3 billion Non-GAAP Gross margin2 Approximately 82% Approximately 82% Non-GAAP Operating expenses2(a) $25.9 billion to $26.4 billion $25.6 billion to $26.4 billion Non-GAAP Other (income) expenses, net2 $400 million to $500 million expense $300 million to $400 million expense Non-GAAP Effective tax rate2 14.0% to 15.0% 15.0% to 16.0% Non-GAAP EPS2(b)(c) $8.93 to $8.98 $8.87 to $8.97 Share count (assuming dilution) Approximately 2.51 billion Approximately 2.51 billion *The Company does not have any non-GAAP adjustments to sales. (a)Includes one-time R&D charges of $300 million for a milestone payment to LaNova associated with the technology transfer for MK-2010 and $200 million for an upfront payment for a license agreement with Jiangsu Hengrui Pharmaceuticals Co., Ltd. (Hengrui Pharma). Outlook does not assume any additional significant potential business development transactions. (b)Includes one-time charges totaling $0.16 per share associated with the payment for the LaNova technology transfer for MK-2010 and the upfront payment to Hengrui Pharma. (c)Updated full-year 2025 outlook reflects a benefit of approximately $0.09 per share resulting from an amendment to the collaboration agreement with AstraZeneca related to Koselugo, and an estimated negative impact of $0.04 per share related to the acquisition of Verona Pharma.
The Company has not provided a reconciliation of forward-looking non-GAAP gross margin, non-GAAP operating expenses, non-GAAP other (income) expense, net, non-GAAP effective tax rate and non-GAAP EPS to the most directly comparable GAAP measures, given it cannot predict with reasonable certainty the amounts necessary for such a reconciliation, including intangible asset impairment charges, legal settlements, and income and losses from investments in equity securities either owned directly or through ownership interests in investment funds, without unreasonable effort. These items are inherently difficult to forecast and could have a significant impact on the Company’s future GAAP results.
The Company now expects full-year 2025 sales to be between $64.5 billion and $65.0 billion, including a negative impact of foreign exchange of approximately 0.5% at mid-October 2025 exchange rates.
The Company now expects its full-year non-GAAP effective income tax rate to be between 14.0% and 15.0%.
The Company now expects its full-year non-GAAP EPS to be between $8.93 and $8.98, including a negative impact of foreign exchange of approximately $0.15 per share. This revised non-GAAP EPS outlook reflects several items not previously included, such as a benefit from an amended collaboration agreement with AstraZeneca related to Koselugo, and operational improvements, including a more favorable estimated tax rate and lower estimated costs related to the impact of tariffs, partially offset by an estimated negative impact related to the acquisition of Verona Pharma and an incremental negative impact from foreign exchange. The midpoint of this revised non-GAAP EPS range reflects a net improvement of $0.04 per share compared to the midpoint of the Company’s prior outlook.
As previously communicated, the revised estimated full-year 2025 non-GAAP EPS range reflects the impacts of the one-time charges in connection with a license agreement with Hengrui Pharma and the completion of the technology transfer with LaNova for MK-2010, which impact EPS by approximately $0.16 in the aggregate. In 2024, non-GAAP EPS of $7.65 was negatively impacted by a net charge of $1.28 per share related to certain asset acquisitions, licensing agreements and collaborations.
Consistent with past practice, the financial outlook does not assume additional significant potential business development transactions.
Earnings Conference Call Investors, journalists and the general public may access a live audio webcast of the call on Thursday, Oct. 30, at 9 a.m. ET via this weblink. A replay of the webcast, along with the sales and earnings news release, supplemental financial disclosures and slides highlighting the results, will be available on the Company’s website.
All participants may join the call by dialing (800) 369-3351 (U.S. and Canada Toll-Free) or (517) 308-9448 and using the access code 9818590.
About Our Company At Merck & Co., Inc., Rahway, N.J., USA, known as MSD outside of the United States and Canada, we are unified around our purpose: We use the power of leading-edge science to save and improve lives around the world. For more than 130 years, we have brought hope to humanity through the development of important medicines and vaccines. We aspire to be the premier research-intensive biopharmaceutical company in the world – and today, we are at the forefront of research to deliver innovative health solutions that advance the prevention and treatment of diseases in people and animals. We foster a diverse and inclusive global workforce and operate responsibly every day to enable a safe, sustainable and healthy future for all people and communities.
Forward-Looking Statement of Merck & Co., Inc., Rahway, N.J., USA This news release of Merck & Co., Inc., Rahway, N.J., USA (the "Company") includes "forward-looking statements" within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. These statements are based upon the current beliefs and expectations of the Company’s management and are subject to significant risks and uncertainties. There can be no guarantees with respect to pipeline candidates that the candidates will receive the necessary regulatory approvals or that they will prove to be commercially successful. If underlying assumptions prove inaccurate or risks or uncertainties materialize, actual results may differ materially from those set forth in the forward-looking statements.
Risks and uncertainties include but are not limited to, general industry conditions and competition; general economic factors, including interest rate and currency exchange rate fluctuations; the impact of pharmaceutical industry regulation and health care legislation in the United States and internationally; global trends toward health care cost containment; technological advances, new products and patents attained by competitors; challenges inherent in new product development, including obtaining regulatory approval; the Company’s ability to accurately predict future market conditions; manufacturing difficulties or delays; financial instability of international economies and sovereign risk; dependence on the effectiveness of the Company’s patents and other protections for innovative products; and the exposure to litigation, including patent litigation, and/or regulatory actions.
The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise. Additional factors that could cause results to differ materially from those described in the forward-looking statements can be found in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 and the Company’s other filings with the Securities and Exchange Commission (SEC) available at the SEC’s Internet site (www.sec.gov).
Appendix Generic product names are provided below.
Pharmaceutical BRIDION(sugammadex) CAPVAXIVE (Pneumococcal 21-valent Conjugate Vaccine) GARDASIL (Human Papillomavirus Quadrivalent [Types 6, 11, 16 and 18] Vaccine, Recombinant)
GARDASIL 9 (Human Papillomavirus 9-valent Vaccine, Recombinant) JANUMET(sitagliptin and metformin HCl) JANUVIA(sitagliptin) KEYTRUDA (pembrolizumab) KEYTRUDA QLEX (pembrolizumab and berahyaluronidase alfa-pmph) Koselugo(selumetinib) LAGEVRIO (molnupiravir) Lenvima(lenvatinib) Lynparza(olaparib) M-M-R II(Measles, Mumps and Rubella Virus Vaccine Live) OHTUVAYRE (ensifentrine) PREVYMIS (letermovir)
PROQUAD(Measles, Mumps, Rubella and Varicella Virus Vaccine Live) SIMPONI (golimumab) VARIVAX(Varicella Virus Vaccine Live) VAXNEUVANCE (Pneumococcal 15-valent Conjugate Vaccine)
WELIREG (belzutifan)
WINREVAIR (sotatercept-csrk)
Animal Health BRAVECTO (fluralaner)
________________________________ 1 Net income attributable to the Company. 2 The Company is providing certain 2025 and 2024 non-GAAP information that excludes certain items because of the nature of these items and the impact they have on the analysis of underlying business performance and trends. Management believes that providing this information enhances investors’ understanding of the Company’s results because management uses non-GAAP results to assess performance. Management uses non-GAAP measures internally for planning and forecasting purposes and to measure the performance of the Company along with other metrics. In addition, annual employee compensation, including senior management’s compensation, is derived in part using a non-GAAP pretax income metric. This information should be considered in addition to, but not as a substitute for or superior to, information prepared in accordance with GAAP. For a description of the non-GAAP adjustments, see Table 2a attached to this release. 3 Reflects expenses related to business combinations, including the amortization of intangible assets, intangible asset impairment charges, and expense or income related to changes in the estimated fair value measurement of liabilities for contingent consideration. Also includes integration, transaction and certain other costs associated with acquisitions and divestitures, as well as amortization of intangible assets related to collaborations and licensing arrangements. 4 Includes the estimated tax impacts on the reconciling items based on applying the statutory rate of the originating territory of the non-GAAP adjustments for both periods presented. Amount in the third quarter of 2025 also includes $86 million of tax expense relating to audit reserve adjustments.
MERCK & CO., INC., RAHWAY, N.J., USA CONSOLIDATED STATEMENT OF INCOME - GAAP (AMOUNTS IN MILLIONS, EXCEPT PER SHARE FIGURES) (UNAUDITED) Table 1 GAAP % Change GAAP % Change 3Q25 3Q24 Sep YTD
2025 Sep YTD
2024 Sales $ 17,276 $ 16,657 4% $ 48,611 $ 48,544 0% Costs, Expenses and Other Cost of sales 3,855 4,080 -6% 10,831 11,365 -5% Selling, general and administrative 2,633 2,731 -4% 7,835 7,952 -1% Research and development 4,234 5,862 -28% 11,903 13,354 -11% Restructuring costs 47 56 -16% 676 258 * Other (income) expense, net (238 ) (162 ) 47% (281 ) (151 ) 86% Income Before Taxes 6,745 4,090 65% 17,647 15,766 12% Income Tax Provision 958 929 2,346 2,377 Net Income 5,787 3,161 83% 15,301 13,389 14% Less: Net Income Attributable to Noncontrolling Interests 2 4 10 15 Net Income Attributable to Merck & Co., Inc., Rahway, N.J., USA $ 5,785 $ 3,157 83% $ 15,291 $ 13,374 14% Earnings per Common Share Assuming Dilution $ 2.32 $ 1.24 87% $ 6.08 $ 5.26 16% Average Shares Outstanding Assuming Dilution 2,498 2,541 2,514 2,543 Tax Rate 14.2 % 22.7 % 13.3 % 15.1 % * 100% or greater
MERCK & CO., INC., RAHWAY, N.J., USA THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 GAAP TO NON-GAAP RECONCILIATION (AMOUNTS IN MILLIONS, EXCEPT PER SHARE FIGURES) (UNAUDITED) Table 2a GAAP Acquisition- and
Divestiture-Related Costs (1) Restructuring Costs (2) (Income) Loss from
Investments in Equity
Securities Certain Other Items Adjustment
Subtotal Non-GAAP Third Quarter Cost of sales $ 3,855 621 110 731 $ 3,124 Selling, general and administrative 2,633 34 34 2,599 Research and development 4,234 4 233 237 3,997 Restructuring costs 47 47 47 – Other (income) expense, net (238 ) (344 ) (344 ) 106 Income Before Taxes 6,745 (659 ) (390 ) 344 (705 ) 7,450 Income Tax Provision (Benefit) 958 (119 ) (3) (82 ) (3) 73 (3) 86 (4) (42 ) 1,000 Net Income 5,787 (540 ) (308 ) 271 (86 ) (663 ) 6,450 Net Income Attributable to Merck & Co., Inc., Rahway, N.J., USA 5,785 (540 ) (308 ) 271 (86 ) (663 ) 6,448 Earnings per Common Share Assuming Dilution $ 2.32 (0.22 ) (0.12 ) 0.11 (0.03 ) (0.26 ) $ 2.58 Tax Rate 14.2 % 13.4 % Sep YTD Cost of sales $ 10,831 1,817 311 2,128 $ 8,703 Selling, general and administrative 7,835 72 1 73 7,762 Research and development 11,903 14 286 300 11,603 Restructuring costs 676 676 676 – Other (income) expense, net (281 ) (3 ) (512 ) (515 ) 234 Income Before Taxes 17,647 (1,900 ) (1,274 ) 512 (2,662 ) 20,309 Income Tax Provision (Benefit) 2,346 (338 ) (3) (239 ) (3) 109 (3) (60 ) (4) (528 ) 2,874 Net Income 15,301 (1,562 ) (1,035 ) 403 60 (2,134 ) 17,435 Net Income Attributable to Merck & Co., Inc., Rahway, N.J., USA 15,291 (1,562 ) (1,035 ) 403 60 (2,134 ) 17,425 Earnings per Common Share Assuming Dilution $ 6.08 (0.62 ) (0.41 ) 0.16 0.02 (0.85 ) $ 6.93 Tax Rate 13.3 % 14.2 %
Only the line items that are affected by non-GAAP adjustments are shown. The Company is providing certain non-GAAP information that excludes certain items because of the nature of these items and the impact they have on the analysis of underlying business performance and trends. Management believes that providing non-GAAP information enhances investors’ understanding of the Company’s results because management uses non-GAAP measures to assess performance. Management uses non-GAAP measures internally for planning and forecasting purposes and to measure the performance of the Company along with other metrics. In addition, annual employee compensation, including senior management’s compensation, is derived in part using a non-GAAP pretax income metric. The non-GAAP information presented should be considered in addition to, but not as a substitute for or superior to, information prepared in accordance with GAAP. (1) Amounts included in cost of sales for the third quarter reflect expenses for the amortization of intangible assets. Amounts included in cost of sales for the nine-month period include the amortization of intangible assets and intangible asset impairment charges, partially offset by a decrease in the estimated fair value measurement of liabilities for contingent consideration. Amounts included in selling, general and administrative expenses reflect integration, transaction and certain other costs related to acquisitions and divestitures. Amounts included in research and development expenses reflect the amortization of intangible assets. (2) Amounts primarily include employee separation costs, accelerated depreciation and asset impairments associated with facilities to be closed or divested, and contractual termination costs related to activities under the Company's formal restructuring programs. (3) Represents the estimated tax impacts on the reconciling items based on applying the statutory rate of the originating territory of the non-GAAP adjustments. (4) Amount in the third quarter represents tax expense relating to audit reserve adjustments. Amount in the nine-month period represents a tax benefit, including a net benefit related to favorable audit reserve adjustments.
MERCK & CO., INC., RAHWAY, N.J., USA FRANCHISE / KEY PRODUCT SALES (AMOUNTS IN MILLIONS) (UNAUDITED) Table 3 2025 2024 3Q Sep YTD 1Q 2Q 3Q Sep YTD 1Q 2Q 3Q Sep YTD 4Q Full Year Nom % Ex-Exch % Nom % Ex-Exch % TOTAL SALES (1) $15,529 $15,806 $17,276 $48,611 $15,775 $16,112 $16,657 $48,544 $15,624 $64,168 4 3 1 PHARMACEUTICAL 13,638 14,050 15,611 43,299 14,006 14,408 14,943 43,358 14,042 57,400 4 3 Oncology Keytruda 7,205 7,956 8,142 23,303 6,947 7,270 7,429 21,646 7,836 29,482 10 8 8 8 Alliance Revenue – Lynparza (2) 312 370 379 1,061 292 317 337 947 365 1,311 12 12 12 12 Alliance Revenue – Lenvima (2) 258 265 258 781 255 249 251 755 255 1,010 3 2 3 3 Welireg 137 162 196 496 85 126 139 349 160 509 42 41 42 42 Alliance Revenue – Reblozyl (3) 119 107 136 361 71 90 100 261 110 371 36 36 39 39 Vaccines (4) Gardasil/Gardasil 9 1,327 1,126 1,749 4,202 2,249 2,478 2,306 7,032 1,550 8,583 -24 -25 -40 -40 ProQuad/M-M-R II/Varivax 539 609 684 1,832 570 617 703 1,891 594 2,485 -3 -3 -3 -3 Vaxneuvance 230 229 226 685 219 189 239 647 161 808 -6 -7 6 6 RotaTeq 228 121 204 554 216 163 193 572 139 711 6 5 -3 -3 Capvaxive 107 129 244 480 47 47 50 97 * * * * Pneumovax 23 41 38 45 124 61 59 68 188 74 263 -34 -35 -34 -34 Hospital Acute Care Bridion 441 461 439 1,341 440 455 420 1,315 449 1,764 5 4 2 2 Prevymis 208 228 266 702 174 188 208 570 215 785 28 25 23 23 Zerbaxa 70 74 81 225 56 62 64 182 70 252 25 24 24 24 Dificid 83 96 43 222 73 92 96 261 79 340 -55 -55 -15 -15 Cardiovascular Winrevair 280 336 360 976 70 149 219 200 419 141 141 * * Alliance Revenue - Adempas/Verquvo (5) 106 123 112 340 98 106 102 306 109 415 9 9 11 11 Adempas (6) 68 80 82 229 70 72 72 214 73 287 14 7 7 5 Virology Lagevrio 102 83 138 323 350 110 383 843 121 964 -64 -65 -62 -62 Isentress/Isentress HD 90 86 82 258 111 89 102 302 92 394 -20 -21 -15 -14 Delstrigo 67 83 77 228 56 60 65 180 69 249 19 13 26 24 Pifeltro 45 41 43 128 42 39 42 123 40 163 1 -1 4 4 Neuroscience Belsomra 50 40 47 137 46 53 78 177 45 222 -40 -40 -23 -22 Immunology Simponi 184 172 189 545 543 -100 -100 -100 -100 Remicade 39 35 41 115 114 -100 -100 -100 -100 Diabetes (7) Januvia 549 372 382 1,302 419 405 278 1,102 232 1,334 37 37 18 19 Janumet 247 251 243 741 251 224 204 679 255 935 19 20 9 11 Other Pharmaceutical (8) 729 584 953 2,268 632 618 638 1,890 699 2,590 50 49 20 21 ANIMAL HEALTH 1,588 1,646 1,615 4,849 1,511 1,482 1,487 4,480 1,397 5,877 9 7 8 10 Livestock 924 961 1,023 2,909 850 837 886 2,573 889 3,462 16 14 13 15 Companion Animal 664 685 592 1,940 661 645 601 1,907 508 2,415 -2 -3 2 2 Other Revenues (9) 303 110 50 463 258 222 227 706 185 891 -78 -27 -34 -4
*200% or greater Sum of quarterly amounts may not equal year-to-date amounts due to rounding. (1) Only select products are shown. (2) Alliance Revenue represents the Company's share of profits, which are product sales net of cost of sales and commercialization costs. (3) Alliance Revenue represents royalties. (4) Total Vaccines sales were $2,607 million, $2,370 million and $3,370 million in the first, second and third quarter of 2025, respectively, and $3,424 million, $3,656 million and $3,675 million in the first, second and third quarter of 2024, respectively. (5) Alliance Revenue represents the Company's share of profits from sales in Bayer's marketing territories, which are product sales net of cost of sales and commercialization costs. (6) Net product sales in the Company's marketing territories. (7) Total Diabetes sales were $876 million, $704 million and $703 million in the first, second and third quarter of 2025, respectively, and $745 million, $715 million and $592 million in the first, second and third quarter of 2024. (8) Includes Pharmaceutical products not individually shown above. Also reflects total alliance revenue for Koselugo of $44 million, $43 million and $214 million in the first, second and third quarter of 2025, respectively, and $38 million, $37 million and $39 million in the first, second and third quarter of 2024, respectively. (9) Other Revenues are comprised primarily of revenues from third-party manufacturing arrangements and miscellaneous corporate revenues, including revenue-hedging activities. Other Revenues related to the receipt of upfront and milestone payments for out-licensed products were $95 million, $5 million and $11 million in the first, second and third quarter of 2025, respectively, and $61 million, $15 million and $15 million in the first, second and third quarter of 2024, respectively.
View source version on businesswire.com: https://www.businesswire.com/news/home/20251030997062/en/
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I-Mab Announces Intention to Undertake Strategic Transformation to Global Biotech Platform, to Pursue Hong Kong IPO, and Rebrand as NovaBridge BiosciencesOct 16, 2025
I-Mab Biopharma
New business model reflects strategic transition to a global biotech platform focused on business development and translational clinical development to accelerate access to innovative medicines for patients worldwide Intention to pursue a Hong Kong initial public offering (IPO) to expand access to global capital and innovation through dual listing on NASDAQ and Hong Kong Stock Exchange (HKEX) Name change to be effective following shareholder approval, which is expected at the Extraordinary General Meeting (EGM) on October 24, 2025 Pending acquisition of AM712 (also known as ASKG712), to be named VIS-101, a novel bifunctional biologic targeting VEGF-A/ANG2, and a more potent molecule that could potentially provide more effective and durable treatment benefits for patients with wet AMD and DME than current standard of care. The pending acquisition will be completed by a newly formed subsidiary Visara, Inc., a clinical-stage biopharmaceutical company focused on the development of ophthalmic therapeutics for serious eye disorders Appointment of Mr. Kyler Lei as Chief Financial Officer, bringing significant expertise in Hong Kong and global capital markets
ROCKVILLE, Md., Oct. 16, 2025 (GLOBE NEWSWIRE) -- I-Mab (NASDAQ: IMAB) (I-Mab or the Company), a global biotechnology platform company committed to accelerating access to innovative medicines for patients worldwide, announced its new business model, focused on its global capabilities built to accelerate access to innovative medicines and to enable broad strategic growth. The Company announced its intention to pursue a Hong Kong IPO through dual listing on NASDAQ and Hong Kong Stock Exchange (HKEX). The Company intends to operate under the new name of NovaBridge Biosciences.
The Company also announced the pending acquisition of VIS-101, a novel bifunctional biologic targeting VEGF-A and ANG2, and a more potent molecule that could potentially provide more durable treatment benefits for patients with wet age-related macular degeneration (wet AMD) and diabetic macular edema (DME) than current standard of care. The pending acquisition will be made by a newly formed subsidiary, Visara, Inc. (Visara), a clinical-stage biopharmaceutical company focused on developing ophthalmic therapeutics for serious eye disorders, and is expected to be completed later this month.
In addition, the Company reaffirmed its previously announced givastomig investment plans as part of its new strategy.
Mr. Kyler Lei has been named Chief Financial Officer (CFO) of I-Mab, bringing significant expertise in the Hong Kong and global capital markets.
Story Continues
The Company sees a significant growth potential from the Asia Pacific originated biopharma innovations. Confidence in this opportunity comes from emerging trends showing that the Asia Pacific region has generated more than 30% of global biopharma assets under development, and has achieved more than $80B in deal value through collaborations with leading multi-national pharmaceutical organizations. In addition, the Asia Pacific biopharmaceutical ecosystem has become increasingly agile and efficient, with significantly lower clinical trial costs and faster patient enrollment than the global median, while maintaining high quality standards1.
“We believe we are entering a new era of rapid growth in the global biotech economy, driven by greater innovation capability in China and Asia and a resurgence of investment in high growth international markets across Asia. With our new business model, we are uniquely positioned to strategically create significant value for patients and investors,” said Mr. Fu Wei, Executive Chairman of I-Mab. “Through the strategic insight of our expanded Board, backing by CBC Group, Asia’s largest dedicated healthcare asset management firm, and our dual listing strategy, I-Mab is ideally placed to partner with leading global innovators to identify and accelerate high-value assets. The proposed dual listing on both NASDAQ and HKEX is a key element of our global growth strategy. This move will enable us to broaden and diversify our investor base, and enhance trading liquidity and access to capital, while strengthening our presence with key stakeholders in the rapidly growing Asian market.”
“2025 has been a time of significant progress for I-Mab. Presentation of compelling Phase 1b givastomig combination data reinforced our confidence in its potential to be a best-in-class Claudin 18.2-directed therapy for gastric cancer and drove our plans to initiate a global randomized Phase 2 study, expected to begin in Q1 2026. In addition, the Company recently secured additional capital, and has attracted seasoned biotech executives to the Board of Directors and Scientific Advisory Board,” said Sean Fu, PhD, Chief Executive Officer (CEO) of I-Mab. “With the strong foundation from our work on givastomig, and excellent progress this year, we are optimistic about moving forward with our new strategy. Our new global platform allows us to uphold our commitment to value creation by realizing the full potential of innovative medicines and improving the lives of patients.”
The NovaBridge Business Model and Pipeline
The Company intends to partner with leading innovators to identify and accelerate high-value assets. Our model integrates rigorous asset selection, bespoke translational strategies, and efficient clinical execution. With the backing of CBC Group, we leverage deep local insights and global capabilities to develop the most promising drug candidates across a range of therapeutic categories.
The Company will utilize a “hub-and-spoke” model to create and advance specialized subsidiary companies (spokes) which maintain operational focus and agility. By focusing each spoke on a specific asset or therapeutic area, the Company can optimally manage risk and create value through potential partnering transactions.
Pipeline:
Givastomig, a potential best-in-class Claudin 18.2 X 4-1BB bispecific antibody, is in Phase 1b clinical trials for the potential treatment of gastric cancer and other Claudin 18.2-positive gastrointestinal malignancies. A global, randomized Phase 2 study is planned, with the enrollment of the first patient targeted in Q1 2026. Givastomig is being jointly developed through a global partnership with ABL Bio, in which I-Mab is the lead party and shares worldwide rights, excluding Greater China and South Korea, equally with ABL Bio. Ragistomig is an anti-PD-L1 X 4-1BB bispecific antibody. Built on Phase 1 clinical data, an ongoing Phase 1b study designed to expand the therapeutic index is expected to yield results in 2H 2026. The program is being jointly developed with ABL Bio. Uliledlimab targets CD73, the rate-limiting enzyme critical for adenosine-driven immunosuppression in the tumor microenvironment. Progression free survival (PFS) data are expected in 2H 2026 from an ongoing randomized Phase 2 trial evaluating uliledlimab + toripalimab compared to pembrolizumab alone or toripalimab alone. I-Mab owns worldwide rights to uliledlimab outside of Greater China.
VIS-101, to be acquired by Visara, a newly formed I-Mab subsidiary, under the new business model, is a bifunctional biologic targeting VEGF-A and ANG2, currently in Phase 2 development
VIS-101 is a novel bifunctional biologic targeting VEGF-A and ANG-2, and a more potent molecule that could potentially provide more durable treatment benefits for patients with wet AMD, DME, and retinal vein occlusion (RVO) than current standard of care. VIS-101 has completed initial safety and dose-escalation studies in both the US and China, and is currently completing a randomized, dose-ranging Phase 2 study in China. VIS-101 is anticipated to be Phase 3-ready in 2026. Acquisition will be completed by a newly formed subsidiary, Visara. Visara, a clinical-stage biopharmaceutical company focusing on the development of best-in-class ophthalmic therapeutics, will be launched with an approximately $37M capital infusion from I-Mab and the contribution of certain rights by AffaMed Therapeutics (HK) Limited. The capital contributions to Visara and its acquisition of VS-101 (collectively, the Transactions) are cross-conditioned, and are expected to close later this month. The Company has also signed a separate termsheet with Everest Medicines (HKEX 1952.HK) to potentially out-license greater China rights for VIS-101 and collaborate on global clinical development. Following completion of the Transactions, I-Mab will be the majority shareholder of Visara, and Visara will control global rights to VS-101. Visara is led by Co-Founder and Executive ChairmanEmmett T. Cunningham, Jr., MD, PhD, MPH. Dr. Cunningham has been a physician, innovator, entrepreneur, and investor for more than 25 years, formerly serving as Senior Managing Director at Blackstone Group L.P. and Managing Director at Clarus Ventures, LLC. Dr. Cunningham is also an internationally recognized specialist in infectious and inflammatory eye disease with over 450 co-authored publications.
“VIS-101 is anticipated to be second-in-class with best-in-class potential, based on bioengineered, superior target neutralizing capabilities,” said Dr. Cunningham, Co-Founder andExecutive Chairman of Visara. “Leveraging the speed, quality, and unique advantages of dedicated teams in North America and Asia, Visara will seek accelerated global clinical development and regulatory approvals.”
Organizational Overview
The Company will build on the strength of the I-Mab Board, led by Mr. Fu Wei, Executive Chairman, including the expanded Scientific Advisory Board and new Research and Development Committee. The Executive Leadership Team will include Sean Fu, PhD, Chief Executive Officer; Phillip Dennis, MD, PhD, Chief Medical Officer; Kyler Lei, Chief Financial Officer; and Claire Xu, MD, PhD, Senior Vice President, Clinical Development.
Kyler Lei has been appointed as the Chief Financial Officer of I-Mab, effective October 16, 2025. Kyler is a global capital markets and investor relations professional with extensive experience in healthcare, equity research, corporate communications, corporate finance and strategy. Kyler will be primarily responsible for overseeing overall financial strategy and management, corporate finance and capital markets, corporate development and operations. Prior to joining I-Mab, Kyler served as Deputy General Manager and Head of Capital Markets at Sino Biopharmaceutical Limited (HKEX: 1177.HK).
“I am enthusiastic about starting on this new chapter with Kyler, and leveraging his expertise in global capital markets and financial strategy to make our new business model a resounding success,” said Dr. Fu, CEO.
Dr. Fu added, “I would like to extend our gratitude to Joseph Skelton for his tremendous contributions in shaping I-Mab’s success. We wish him all the best in his future endeavors.”
Business Update Webinar
The Company will review its new business model, strategic focus and upcoming milestones by webcast on Thursday, October 16, 2025, and Friday, October 17, 2025
Webcast and Conference Call Details:
In English:
Date: Thursday, October 16, 2025 Time: 5:00 PM ET Dial-in number (US): 1-877-407-0784 Dial-in number (International): 1-201-689-8560 Webcast info: please click here
In Chinese:
Date: Friday, October 17, 2025 Time: 5:00 PM HKT/5:00 AM ET Webcast info: please click here, and note Kyler Lei as the CLSA contact
A replay of the webinar will be accessible on the Events page of the Company website for 90 days.
Sources
Proprietary McKinsey Research Report, 2025
About I-Mab
I-Mab (NASDAQ: IMAB) is a global biotechnology platform company committed to accelerating access to innovative medicines. We combine deep business development expertise with agile translational clinical development to identify, accelerate, and advance breakthrough assets. By bridging science, strategy, and execution, I-Mab enables transformative therapies to progress rapidly from discovery toward patients in need. Following this business model change, the Company announced that it intends to change its name to NovaBridge Biosciences on October 16, 2025, which is subject to Extraordinary General Meeting (EGM) approval on October 24, 2025.
The Company’s differentiated pipeline is led by givastomig, a potential best-in-class, bispecific antibody (Claudin 18.2 x 4-1BB), and VIS-101, a second-in-class, potentially best-in-class bifunctional biologic, targeting VEGF-A and ANG2.
Givastomig conditionally activates T cells via the 4-1BB signaling pathway in the tumor microenvironment where Claudin 18.2 is expressed. Givastomig is being developed to treat Claudin 18.2-positive gastric cancer and other gastrointestinal malignancies. I-Mab is also collaborating with its partner, ABL Bio, for the development of ragistomig, a bispecific antibody integrating PD-L1 as a tumor engager and 4-1BB as a conditional T cell activator, in solid tumors. Additionally, I-Mab owns worldwide rights outside of China to uliledlimab, an anti-CD73 antibody that targets adenosine-driven immunosuppression in cancer.
VIS-101 targets VEGF-A and ANG-2 to provide more potent and durable treatment benefits for patients with wet age-related macular degeneration (wet AMD) and diabetic macular edema (DME). VIS-101 is currently completing a large, randomized, dose-ranging Phase 2 study for wet AMD. Following completion of the Transactions, I-Mab will be the majority shareholder of Visara, and Visara will control global rights to VIS-101.
For more information, please visit https://www.i-mabbiopharma.com and follow us on LinkedIn.
Dual Listing on NASDAQ and Hong Kong Stock Exchange
More information on I-Mab’s intention to pursue an IPO in Hong Kong and seek a listing on the Hong Kong Stock Exchange (HKEX) will be forthcoming.
The timing, size, structure, and specific terms of the Proposed Offering have not been determined and remain subject to market conditions and approvals by the relevant regulatory authorities, including the HKEX (and the Listing Committee) and any other applicable regulatory bodies. There can be no assurance as to whether, when, or on what terms the Proposed Hong Kong Listing will be completed.
Subject to regulatory and corporate approvals, the Company currently expects to maintain its existing listing of American Depositary Shares (ADSs) on NASDAQ and to pursue a dual listing in the US and Hong Kong. Final decisions will be made in light of market conditions and regulatory feedback.
This announcement is for information purposes only and does not constitute, or form part of, any invitation or offer to acquire, purchase or subscribe to any securities of the Company. Shareholders and potential investors should exercise caution when dealing in the securities of the Company.
Forward Looking Statements
This announcement contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will”, “expects”, “believes”, “designed to”, “anticipates”, “future”, “intends”, “plans”, “potential”, “estimates”, “confident”, and similar terms or the negative thereof. I-Mab may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission (the “SEC”), in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including statements about the Company’s beliefs and expectations, are forward-looking statements. Forward-looking statements in this press release include, without limitation, statements regarding: the potential benefits of the new corporate strategy, intention to pursue a Hong Kong IPO, potential for a new dual NASDAQ Global Market and Hong Kong Stock Exchange (HKEX) listing, new leadership appointments, the pending VIS-101 acquisition, and the planned capitalization of Visara, the expected approval of shareholder proposals at the upcoming EGM, the strategy, clinical development, plans, results, safety and efficacy of givastomig and VIS-101 and its other drug candidates, the strategic and clinical development of I-Mab’s drug candidates, including givastomig and VIS-101; anticipated clinical milestones and results, and related timing; and the Company’s anticipated cash runway. Forward-looking statements involve inherent risks and uncertainties that may cause actual results to differ materially from those contained in these forward-looking statements, including but not limited to the following: the Company’s ability to demonstrate the safety and efficacy of its drug candidates; the clinical results for its drug candidates, which may or may not support further development or New Drug Application/Biologics License Application (NDA/BLA) approval; the content and timing of decisions made by the relevant regulatory authorities regarding regulatory approval of the Company’s drug candidates; the Company’s ability to achieve commercial success for its drug candidates, if approved; the Company’s ability to obtain and maintain protection of intellectual property for its technology and drugs; the Company’s reliance on third parties to conduct drug development, manufacturing and other services; the Company’s limited operating history and the Company’s ability to obtain additional funding for operations and to complete the development and commercialization of its drug candidates; and those risks more fully discussed in the “Risk Factors” section in I-Mab’s annual report on Form 20-F filed with the SEC on April 3, 2025 as well as the discussions of potential risks, uncertainties, and other important factors in the Company’s subsequent filings with the SEC. All forward-looking statements are based on information currently available to the Company. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as may be required by law.
I-Mab Investor & Media Contacts
PJ Kelleher Kyler Lei LifeSci Advisors I-Mab +1-617-430-7579 +1-240-745-6330 pkelleher@lifesciadvisors.com kyler.lei@imabbio.com IR@imabbio.com
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