425

425 1 d75226d425.htm 425 425

Filed by BioNTech SE

(Commission File No. 001-39081)

pursuant to Rule 425 under the

Securities Act of 1933, as amended.

Subject Company: CureVac N.V.

(Commission File No.: 001-39446)

Registration No.: 333-289468

LOGO

Supplement dated November 11, 2025

to the Prospectus dated October 20, 2025

for the public offer to the shareholders of CureVac N.V. of 15,061,575 newly registered

American Depositary Shares of BioNTech SE

BioNTech SE

(Mainz, Federal Republic of Germany)

in exchange for

all issued ordinary shares of

CureVac N.V.

(Tübingen, Federal Republic of Germany)

This supplement dated November 11, 2025 (the “Supplement”) constitutes a supplement within the meaning of Article 23(1) of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, as amended (the “Prospectus Regulation”) relating to the prospectus dated October 20, 2025 (the “Prospectus”) of BioNTech SE (the “Company”).

This Supplement has been approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) (“BaFin”) as competent authority under the Prospectus Regulation. The Company has requested BaFin to provide the Austrian supervisory authority Österreichische Finanzmarktaufsicht, the French supervisory authority Autorité des marchés financiers, the Dutch supervisory authority Autoriteit Financiële Markten, the Italian supervisory authority Commissione Nazionale per le Società e la Borsa and the Spanish supervisory authority Comisión Nacional del Mercado de Valores with a certificate of approval attesting that the Supplement has been drawn up in accordance with the Prospectus Regulation.

The Company will file this Supplement with the Swiss review body of SIX Exchange Regulation Ltd. pursuant to Article 54(2) of the Swiss Financial Services Act dated June 15, 2018.

This Supplement should only be distributed in connection with the Prospectus. It should only be read in conjunction with the Prospectus.

In accordance with Article 23(2) of the Prospectus Regulation, investors who have already agreed to purchase or subscribe for the Offer ADSs during the initial Offer of the public offer in Germany, Austria, France, Italy, the Netherlands and Spain contemplated by the Prospectus before this Supplement is published have the right, exercisable within three working days after the publication of this Supplement, until November 14, 2025, to withdraw their acceptances, provided that the significant new factor, material mistake or material inaccuracy referred to in Article 23(1) of the Prospectus Regulation arose or was noted before the closing of the offer period or the delivery of the Offer ADSs, whichever occurs first. Investors wishing to exercise their right of withdrawal may contact Computershare Trust Company, N.A. as Exchange Agent under the Offer, as set forth under section “3.1.2.15 Withdrawal Rights” of the Prospectus. Investors in Switzerland who have already agreed to purchase or subscribe for the Offer ADSs during the initial Offer of the public offer in Switzerland may exercise their withdrawal right until the expiry of the initial Offer as set forth under section “3.1.2.15 Withdrawal Rights” of the Prospectus.

This Supplement has been prepared following the publication of the Company’s unaudited interim condensed consolidated financial statements of the Company as of and for the three and nine months ended September 30, 2025 on November 3, 2025 and other recent developments.

The Supplement will be published in accordance with Article 23(1) and Article 21(2) of the Prospectus Regulation on the Company’s website at https://investors.biontech.de under the “Investors — CureVac Tender Offer — CureVac Tender Offer Materials for EEA and Swiss Investors” section.

The following changes are made to the Prospectus:

1.	In section “1.2.2 What is the key financial information regarding the Issuer?”, beginning on page S-2 of the Prospectus, the text shall be replaced by the following text:

“The unaudited interim condensed consolidated financial statements of the Company as of and for the three and nine months ended September 30, 2025 were prepared by the Company in accordance with IFRS Accounting Standards applicable on interim financial reporting (IAS 34) as issued by the International Accounting Standards Board (IASB) and adopted by the European Union. The audited consolidated financial statements of the Company as of and for the year ended December 31, 2024 have been prepared by the Company in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board (IASB) and adopted by the European Union and the additional requirements of German commercial law pursuant to Section 315e para. 3 in conjunction with para. 1 of the German Commercial Code (Handelsgesetzbuch). The audited consolidated financial statements of the Company as of and for the years ended December 31, 2023 and December 31, 2022 have been prepared by the Company in accordance with International Financial Reporting Standards as adopted by the European Union and the additional requirements of German commercial law pursuant to Section 315e para. 3 in conjunction with para. 1 of the German Commercial Code (Handelsgesetzbuch).

In this summary of the Prospectus, where financial information is presented as “audited” in tables, this means that it was taken from the audited consolidated financial statements referred to above. Where financial information is presented in tables as “unaudited”, this indicates that the financial information has not been taken from the audited consolidated financial statements referred to above but has been taken either from the unaudited interim condensed consolidated financial statements referred to above, or from the Company’s accounting records or internal management reporting system, or has been calculated based on figures from the above-mentioned sources. Financial information presented in parentheses or preceded by a “minus” sign denotes a negative amount.

1.2.2.1

Key financial information from the consolidated statements of profit or loss


(in millions €, unless otherwise indicated)	Nine months ended September 30,						Years ended December 31,
	2025			2024			2024			2023			2022
	(unaudited)						(audited, unless otherwise indicated)
Revenues		1,962.5			1,561.1			2,751.1			3,819.0			17,310.6
Period-on-period revenue growth (in %) (unaudited)		25.7			—			(28.0	)		(77.9	)		—
Operating profit / (loss)		(1,082.1	)		(1,462.9	)		(1,314.3	)		690.4			12,642.7
Net profit / (loss)		(831.1	)		(924.8	)		(665.3	)		930.3			9,434.4
Earnings / (Loss) per share
Basic earnings / (loss) per share		(3.45	)		(3.83	)		(2.77	)		3.87			38.78
Diluted earnings / (loss) per share		(3.45	)		(3.83	)		(2.77	)		3.83			37.77

1.2.2.2

Key financial information from the consolidated statements of financial position


(in millions €)	As of September 30,		As of December 31,
	2025		2024		2023		2022
	(unaudited)		(audited)
Total assets		21,341.1		22,529.7		23,006.3		23,279.1
Total equity		18,477.3		19,411.1		20,245.9		20,055.6

1.2.2.3

Key financial information from the consolidated statements of cash flows


(in millions €)	Nine months ended September 30,						Years ended December 31,
	2025			2024			2024			2023			2022
	(unaudited)						(audited)
Net cash flows from / (used in) operating activities		146.5			671.0			207.7			5,371.4			13,577.4
Net cash flows from / (used in) investing activities		257.1			(2,687.9	)		(2,081.2	)		(6,954.5	)		(35.3	)
Net cash flows used in financing activities		(38.6	)		(38.6	)		(45.9	)		(778.6	)		(1,419.3	)
Cash and cash equivalents as of the end of the period		10,092.9			9,624.6			9,761.9			11,663.7			13,875.1

”

2.	In section “1.2.2 Welches sind die wesentlichen Finanzinformationen über die Emittentin?” beginning on page S-9 of the Prospectus, the text shall be replaced by the following text:

“Der ungeprüfte verkürzte Konzernzwischenabschluss der Gesellschaft für die zum 30. September 2025 endenden Drei- und Neunmonatszeiträume wurde von der Gesellschaft in Übereinstimmung mit den vom International Accounting Standards Board (IASB) herausgegebenen IFRS Accounting Standards für Zwischenberichterstattung (IAS 34), wie sie in der Europäischen Union anzuwenden sind, erstellt. Der geprüfte Konzernabschluss der Gesellschaft für das zum 31. Dezember 2024 endende Geschäftsjahr wurde von der Gesellschaft in Übereinstimmung mit den vom International Accounting Standards Board (IASB) herausgegebenen IFRS Accounting Standards, wie sie in der Europäischen Union anzuwenden sind, und den ergänzend nach § 315e Abs. 3 in Verbindung mit Abs. 1 Handelsgesetzbuch anzuwendenden handelsrechtlichen Vorschriften erstellt. Die geprüften Konzernabschlüsse der Gesellschaft für die zum 31. Dezember 2023 und 31. Dezember 2022 endenden Geschäftsjahre wurden von der Gesellschaft in Übereinstimmung mit den International Financial Reporting Standards, wie sie in der Europäischen Union anzuwenden sind, und den ergänzend nach § 315e Abs. 3 in Verbindung mit Abs. 1 Handelsgesetzbuch anzuwendenden handelsrechtlichen Vorschriften erstellt.

Soweit in dieser Zusammenfassung Finanzinformationen in Tabellen als „geprüft” bezeichnet sind, bedeutet dies, dass sie den vorstehend aufgeführten geprüften Konzernabschlüssen entnommen wurden. Wenn Finanzinformationen in Tabellen als „ungeprüft” bezeichnet werden, bedeutet dies, dass die Finanzinformationen nicht den vorstehend aufgeführten geprüften Konzernabschlüssen, sondern entweder dem oben aufgeführten ungeprüften verkürzten Konzernzwischenabschluss oder der Buchhaltung bzw. dem internen Berichtswesen der Gesellschaft entnommen wurden oder auf Grundlage von Zahlen aus den vorgenannten Quellen berechnet wurden. Finanzinformationen, die in Klammern dargestellt oder denen ein Minuszeichen vorangestellt sind, kennzeichnen einen negativen Betrag.

1.2.2.1

Wesentliche Finanzinformationen aus der Konzern-Gewinn-und-Verlustrechnung


(in Millionen €, soweit nicht anders angegeben)	Neunmonatszeitraum zum 30. September						Geschäftsjahre zum 31. Dezember
	2025			2024			2024			2023			2022
	(ungeprüft)						(geprüft, soweit nicht anders angegeben)
Umsatzerlöse		1.962,5			1.561,1			2.751,1			3.819,0			17.310,6
Umsatzwachstum im Vergleich zum Vorjahreszeitraum (in %) (ungeprüft)		25,7			—			(28.0	)		(77.9	)		—
Betriebsergebnis		(1.082,1	)		(1.462,9	)		(1.314,3	)		690,4			12.642,7
Nettogewinn / (verlust)		(831,1	)		(924,8	)		(665,3	)		930,3			9.434,4
Ergebnis je Aktie
Unverwässertes Ergebnis je Aktie		(3,45	)		(3,83	)		(2,77	)		3,87			38,78
Verwässertes Ergebnis je Aktie		(3,45	)		(3,83	)		(2,77	)		3,83			37,77

1.2.2.2

Wesentliche Finanzinformationen aus der Konzern-Bilanz


(in Millionen €)	Zum 30. September		Zum 31. Dezember
	2025		2024		2023		2022
	(ungeprüft)		(geprüft)
Bilanzsumme		21.341,1		22.529,7		23.006,3		23.279,1
Summe Eigenkapital		18.477,3		19.411,1		20.245,9		20.055,6

1.2.2.3

Wesentliche Finanzinformationen aus der Konzern-Kapitalflussrechnung


(in Millionen €)	Neunmonatszeitraum zum 30. September						Geschäftsjahre zum 31. Dezember
	2025			2024			2024			2023			2022
	(ungeprüft)						(geprüft)
Cashflows aus der betrieblichen Tätigkeit		146,5			671,0			207,7			5.371,4			13.577,4
Cashflows aus der Investitionstätigkeit		257,1			(2.687,9	)		(2.081,2	)		(6.954,5	)		(35,3	)
Cashflows aus der Finanzierungstätigkeit		(38,6	)		(38,6	)		(45,9	)		(778,6	)		(1.419,3	)
Zahlungsmittel und Zahlungsmitteläquivalente zum Ende des Berichtzeitraums		10.092,9			9.624,6			9.761,9			11.663,7			13.875,1

”

In section “1.1.1 Demand for our COVID-19 vaccine, though difficult to predict, is expected to continue to decrease in the near future. Changing market dynamics will impact our revenues, which currently depends heavily on sales of our COVID-19 vaccine, and result in challenges relating to production of our COVID-19 vaccine.” beginning on page 1 of the Prospectus, the fourth bullet of the list following the first paragraph shall be replaced by the following bullet:

“•

the extent to which changes in local, national and state government policy preferences in the United States of America, or the “United States” or “U.S.”, and other jurisdictions, including in vaccine recommendations, and evolving public sentiment affect demand for COVID-19 vaccines or mRNA therapeutics and our ability to successfully commercialize our product candidates, if approved;”

In section “1.1.3 If we are unable to continue to increase our marketing and sales capabilities on our own or through third parties, we may not be able to market and sell our product candidates effectively in the United States and other jurisdictions, if approved, or generate sufficient product sales revenue.” on page 4 of the Prospectus, the first two sentences shall be replaced by the following text:

“We have only relatively recently developed our sales, distribution or marketing capabilities in the Federal Republic of Germany, or “Germany”, and Türkiye. With respect to our COVID-19 vaccine, we rely heavily on the sales, distribution, and marketing capabilities of our partners, except in Germany and Türkiye.”

In section “1.1.7 Government policies, including relating to manufacturing, export controls, or tariffs, and negative public perception regarding vaccines and mRNA-based therapeutics could severely and adversely impact the manufacturing and sales of our COVID-19 vaccine and other product candidates we may develop, if approved.” on page 6 of the Prospectus, the following text shall be added at the end of the first paragraph:

“For example, the FDA’s approval of our LP.8.1-adapted monovalent COVID-19 vaccine is in a narrower patient population than our previous variant-adapted vaccines.”

6.	In section “1.2.3 Long-term sustainable profitability is difficult to achieve and maintain over time and is highly dependent on various factors.” beginning on page 15 of the Prospectus, the third sentence of the first paragraph shall be replaced the following text:

“Variations driven by factors such as new virus variants, regional policy changes, and public health measures may impact long-term demand of our COVID-19 vaccine.”

In section “1.2.5 The amount of, and our ability to use, net operating losses and research and development credits to offset future taxable income may be subject to certain limitations and uncertainty. In addition, pending and future tax audits within our Group, disputes with tax authorities and changes in tax law or fiscal regulations could lead to additional tax liabilities. We are subject to routine tax audits by the respective local tax authorities. Any additional tax liability could have an adverse effect on our business, financial conditions, results of operations or prospects.” on page 18 of the Prospectus, the fifth paragraph shall be replaced by the following text:

“Furthermore, our ability to use our NOLs or credits is conditioned upon our attaining profitability and generating taxable income. Taxable income exceeding NOLs will be subject to taxation resulting in tax liabilities. As described above, we incurred significant net losses in every year since our inception other than 2018, 2021, 2022 and 2023 and anticipate that in the future, we may incur losses for the majority of the group entities. Our ability to utilize our NOL or credit carryforwards in the United States and for some other group entities is uncertain; therefore, we do not recognize deferred tax assets on NOLs and tax credit carryforwards in the United States, as the requirements of IAS 12 are not fulfilled.”

In section “1.2 Risks Related to our Financial Condition and Capital Requirements” beginning on page 13 of the Prospectus, the following section “1.2.8 If we fail to appropriately account for complex terms in our collaboration and licensing agreements, we could be required to restate our financial statements.” shall be inserted after section “1.2.7 We may require substantial additional financing to achieve our goals, and a failure to obtain this capital on acceptable terms, or at all, could force us to delay, limit, reduce or terminate our product development programs, commercialization efforts or other operations.” and the remaining sub-sections in this section shall be renumbered accordingly:

“1.2.8

If we fail to appropriately account for complex terms in our collaboration and licensing agreements, we could be required to restate our financial statements.

Our collaboration and licensing agreements, including our license agreement with Bristol-Myers Squibb Company, involve complex terms and significant judgment in determining the appropriate accounting treatment. The accounting for such agreements is often subject to interpretation and evolving guidance. If our accounting assessments are later determined to be incorrect, we may be required to restate previously issued financial statements, which could have a material adverse effect on our financial condition and results of operations.”

In section “1.3.1 Our business is dependent on the successful development, regulatory approval and commercialization of product candidates based on our technology platforms. If we and our collaborators are unable to obtain approval for and effectively commercialize our product candidates for the treatment of patients in their intended indications, our business would be significantly harmed.” beginning on page 23 of the Prospectus, the following text shall be inserted after the sixth sentence in the third paragraph:

“For example, the FDA’s approval of our LP.8.1-adapted monovalent COVID-19 vaccine is in a narrower population than our previous variant-adapted vaccines.”

10.	In section “2.7 Documents Available for Inspection” beginning on page 98 of the Prospectus, after the sixth bullet of the list following the first paragraph, the following bullet shall be added:

“•

the unaudited interim condensed consolidated financial statements of the Company as of and for the three and nine months ended September 30, 2025, prepared in accordance with the IFRS Accounting Standards applicable to interim financial reporting (IAS 34) as issued by the International Accounting Standards Board (IASB) and adopted by the European Union, or the “Q3 Unaudited Interim Condensed Consolidated Financial Statements”.”

11.

In section “2.10.1 Sales, general and administrative expenses” on page 101 of the Prospectus, the following columns titled “Three months ended September 30, 2025 | 2024 (unaudited)” and “Nine months ended September 30, 2025 | 2024 (unaudited)” shall be added to the table after the second paragraph:

“

(in millions €)

Three months
ended September 30,

Nine months
ended September 30,

2025

2024

2025

2024

(unaudited)

Sales and marketing expenses

27.3

18.1

60.7

46.6

+ general and administrative expenses⁽¹⁾

121.2

132.4

345.8

420.3

= Sales, general and administrative expenses (unaudited)

148.5

150.5

406.5

466.9

⁽¹⁾

Adjustments to the figures related to the year ended December 31, 2022 were initially made in our Audited Consolidated Financial Statements 2023 due to change in functional allocation of general and administrative expenses and other operating expenses, see section “9.5.1 Consolidated Statements of Profit or Loss” and Note 7.2 to our Audited Consolidated Financial Statements 2024.”

12.

In section “2.10.2 Capital expenditures for operating activities” beginning on page 101 of the Prospectus, the following columns titled “Three months ended September 30, 2025 | 2024 (unaudited)” and “Nine months ended September 30, 2025 | 2024 (unaudited)” shall be added to the table after the second paragraph:


“ (in millions €)	Three months ended September 30,					Nine months ended September 30,
	2025		2024			2025			2024
	(unaudited)					(unaudited)
Additions to acquisition and production costs for property, plant and equipment⁽¹⁾		39.2		72.8			123.2			219.9
+ additions to acquisition costs for other intangible assets⁽¹⁾		2.7		23.6			575.0			104.1
- excluding expenditure for non-operating activities related to business combinations, licensing and collaboration agreements (unaudited)		—		(17.3	)		(565.1	)		(87.7	)

= Capital expenditures for operating activities (unaudited)		41.9		79.1			133.1			236.3

⁽¹⁾

‘Additions to acquisition and production costs for property, plant and equipment’ and ‘additions to acquisition costs for other intangible assets’ as disclosed in Notes 11 and 10 to our Audited Consolidated Financial Statements 2024, respectively. Excludes acquisition and production costs related to the acquisition of subsidiaries and business.”

13.	In section “8.6 No Significant Change” on page 202 of the Prospectus, the text shall be replaced by the following text:

“There have been no significant changes in the Group’s financial position or financial performance since September 30, 2025. For information on recent developments and full-year trends, see section “24 Recent Developments and Outlook”.”

14.	In section “9 Operating and Financial Review” on page 203 of the Prospectus, the first three paragraphs shall be replaced by the following text:

“Investors should read the following discussion and analysis of our results of operations, financial position and cash flows in conjunction with sections “1 Risk Factors”, “2.5 Forward-Looking Statements”, “2.8 Note Regarding the Presentation of Financial Information”, “2.10 Non-IFRS Measures/Alternative Performance Measures”, “8 Capitalization and Indebtedness” as well as the Audited Consolidated Financial Statements, the Q2 Unaudited Interim Condensed Consolidated Financial Statements and the Q3 Unaudited Interim Condensed Consolidated Financial Statements which are included in the Prospectus. The Audited Consolidated Financial Statements have been prepared in accordance with IFRSs and the additional requirements of

German commercial law pursuant to Section 315e para. 3 in conjunction with para. 1 HGB. The Q2 Unaudited Interim Condensed Consolidated Financial Statements have been prepared in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board (IASB) applicable to interim financial reporting (IAS 34). The Q3 Unaudited Interim Condensed Consolidated Financial Statements have been prepared in accordance with IFRS Accounting Standards applicable to interim financial reporting (IAS 34) as issued by the International Accounting Standards Board (IASB) and adopted by the European Union.

In this section “9 Operating and Financial Review”, the Group’s financial information presented in sections “9.2 Selected Factors Affecting our Results of Operations and Financial Position” through “9.10 Significant Accounting Judgments, Estimates and Assumption” relates to the periods as of and for the financial years ended December 31, 2024, 2023, 2022 and as of June 30, 2025 and for the three and six months ended June 30, 2025 and 2024. Following the publication of its unaudited interim condensed consolidated financial statements as of and for the three and nine months ended September 30, 2025 on November 3, 2025, the Company has provided a supplemental discussion of the Group’s results of operations, financial position and cash flows as of September 30, 2025 and as of and for the three and nine months ended September 30, 2025 and 2024 in section “9.12 Financial Review for the Third Quarter and the First Nine Months of the Financial Year 2025”.

The Company’s Audited Consolidated Financial Statements, the Q2 Unaudited Interim Condensed Consolidated Financial Statements, the Q3 Unaudited Interim Condensed Consolidated Financial Statements and the other historical financial information included in the Prospectus do not necessarily indicate the Company’s or the Group’s future results of operations, financial position and cash flows. In addition, the results of operations for interim periods included in the Prospectus are not necessarily indicative of the results to be expected for the full year or any future reporting period.

In this section, where financial information is presented as “audited” in tables, this means that it was taken from the Audited Consolidated Financial Statements. Where financial information is presented in tables as “unaudited”, it indicates that the financial information has not been taken from the Audited Consolidated Financial Statements but has been taken either from the Q2 Unaudited Interim Condensed Consolidated Financial Statements, the Q3 Unaudited Interim Condensed Consolidated Financial Statements or the Company’s accounting records, its internal management reporting system or has been calculated based on figures from the above-mentioned sources.”

15.	After section “9.11 Information from the Audited Annual Financial Statements” on page 234 of the Prospectus, the following new section “9.12 Financial Review for the Third Quarter and the First Nine Months of the Financial Year 2025” shall be added:

“9.12

Financial Review for the Third Quarter and the First Nine Months of the Financial Year 2025

The following section provides a discussion of the Group’s results of operations, financial position and cash flows as of September 30, 2025 and for the three and nine months ended September30, 2025 and 2024.

9.12.1

Operating Results

9.12.1.1

Consolidated Statements of Profit or Loss

The following table shows our unaudited interim condensed consolidated statements of profit or loss for each period presented:


	Three months ended September 30,						Nine months ended September 30,
	2025			2024			2025			2024
(in millions €, unless otherwise indicated)	(unaudited)						(unaudited)
Revenues		1,518.9			1,244.8			1,962.5			1,561.1
Cost of sales		(148.3	)		(178.9	)		(308.5	)		(297.8	)
Research and development expenses		(564.8	)		(550.3	)		(1,599.5	)		(1,642.4	)
Sales and marketing expenses		(27.3	)		(18.1	)		(60.7	)		(46.6	)
General and administrative expenses		(121.2	)		(132.4	)		(345.8	)		(420.3	)
Other operating expenses		(729.5	)		(410.9	)		(884.7	)		(719.9	)
Other operating income		25.3			56.3			154.6			103.0
Operating profit / (loss)		(46.9	)		10.5			(1,082.1	)		(1,462.9	)

Finance income		96.8			156.2			324.8			498.8
Finance expenses		(25.2	)		(8.0	)		(66.1	)		(14.8	)
Profit / (Loss) before tax		24.7			158.7			(823.4	)		(978.9	)

Income taxes		(53.4	)		39.4			(7.7	)		54.1
Net profit / (loss)		(28.7	)		198.1			(831.1	)		(924.8	)

Earnings / (Loss) per share
Basic earnings / (loss) per share		(0.12	)		0.82			(3.45	)		(3.83	)
Diluted earnings / (loss) per share		(0.12	)		0.81			(3.45	)		(3.83	)

9.12.1.2

Comparison of the Three and Nine Months Ended September 30, 2025 and the Three and Nine Months Ended September 30, 2024

Revenues

The following is a summary of our revenues recognized for the periods indicated by category:


(in millions €)	Three months ended September 30,				Change
	2025		2024		€			%
	(unaudited)				(unaudited)
COVID-19 vaccine revenues		853.3		1,113.9		(260.6	)		(23	)
Revenues from out-licensing		613.0		—		613.0			n.m.
Other revenues		52.6		130.9		(78.3	)		(60	)
Total revenues		1,518.9		1,244.8		274.1			22


(in millions €)	Nine months ended September 30,				Change
	2025		2024		€			%
	(unaudited)				(unaudited)
COVID-19 vaccine revenues		1,139.6		1,310.0		(170.4	)		(13	)
Revenues from out-licensing		613.0		—		613.0			n.m.
Other revenues		209.9		251.1		(41.2	)		(16	)
Total revenues		1,962.5		1,561.1		401.4			26

COVID-19 Vaccine Revenues

Our COVID-19 vaccine revenues decreased by €260.6 million, or 23%, from €1,113.9 million during the three months ended September 30, 2024, to €853.3 million during the three months ended September 30, 2025 and decreased by €170.4 million, or 13%, from €1,310.0 million during the nine months ended September 30, 2024, to €1,139.6 million during the nine months ended September 30, 2025. While our year-to-date revenues in the nine months ended September 30, 2025 were similar to those of the comparative nine months ended September 30, 2024, our revenues for the three months ended September 30, 2025 were lower compared to the three months ended September 30, 2024, largely driven by a lower volume of doses sold. Our COVID-19 vaccine revenues are subject to seasonal effects in the fall and winter of the northern hemisphere.

Revenues from Out-Licensing

Our revenues from out-licensing increased by €613.0 million from nil during the three months ended September 30, 2024 to €613.0 million during the three months ended September 30, 2025, and increased by €613.0 million from nil during the nine months ended September 30, 2024 to €613.0 million during the nine months ended September 30, 2025. On June 2, 2025, we and BMS announced a global strategic partnership to co-develop and co-commercialize our next-generation bispecific antibody candidate, pumitamig (BNT327/BMS986545), broadly for multiple solid tumor types. Under the terms of the BMS Agreement, we granted BMS a worldwide, co-exclusive license to use the licensed Relevant IP (as described in section “11.6.1 Bristol Myers Squibb”) for the development, manufacturing and commercialization of our investigational bispecific antibody pumitamig as monotherapy or in combination with other products. We and BMS will jointly share development and manufacturing costs on a 50:50 basis. Global profits and losses will be equally shared as well. We received an upfront payment amounting to $1.5 billion during the three months ended September 30, 2025, and are eligible to receive $2.0 billion total in non-contingent anniversary payments through 2028 as well as up to $7.6 billion in additional development, regulatory and commercial milestone payments contingent on achievement of certain development, regulatory and commercial milestones.

On August 15, 2025, we and BMS entered into an amended and restated agreement that replaced the Original BMS Agreement. The BMS Agreement, as amended, governs the collaboration, including in particular the performance-related rights and obligations, without affecting the financial terms agreed in the original agreement. The license granted in respect of our Relevant IP was determined to be a separate unit of account from the other promised good and services, which we refer to as development activities, and accounted for under IFRS 15 as the granting of a license to our Relevant IP is an output of our ordinary activities. Based on the terms of the contract, we have identified material rights relating to options to cancel the contract. In allocating revenues to the material rights throughout the development period, management determined an expected consideration of $3.5 billion, consisting of the upfront payment and the anniversary payments. The expected consideration is attributed to each option to cancel the contract using the practical alternative under IFRS 15.B43. Each material right is recognized as revenues at the point in time BMS makes use of its option or when such right expires. The upfront payment was recorded as contract liability (€1,313.6 million, converted as of the contract date of the initial agreement, June 2, 2025). We determined that the criteria in IFRS 15.9 were subsequently met with the conclusion of the amended and restated agreement as of August 15, 2025. During the three months ended September 30, 2025, revenues in the amount of €613.0 million was recognized on a cumulative catch-up basis as of June 2, 2025, the date the initial agreement was effective, and €700.6 million have been deferred and will be recognized upon BMS making use of its option or when such right expires. All milestone payments are considered to be constrained, as the achievement of the milestone events depends on the success of the underlying research and development activities, which is outside our control. Sales-based milestone payments will be recognized when the underlying sale transactions have occurred.

Other Revenues

Our remaining other revenues were mainly derived from a pandemic preparedness contract with the German government, during the three and nine months ended September 30, 2025 and 2024.

Cost of Sales

Our cost of sales decreased by €30.6 million, or 17%, from €178.9 million during the three months ended September 30, 2024 to €148.3 million during the three months ended September 30, 2025 and increased by €10.7 million, or 4%, from €297.8 million during the nine months ended September 30, 2024 to €308.5 million during the nine months ended September 30, 2025. While the decrease in cost of sales for the three months ended September 30, 2025, compared to the three months ended September 30, 2024, was primarily driven by lower expenses arising from inventory write-downs to net realizable value, the increase in the nine months ended September 30, 2025 is mainly attributable to multiple positive extraordinary effects, for example

derived from inventory valuation effects, that were recognized during the nine months ended September 30, 2024. Expenses arising from inventory write-downs to net realizable value amounted to €11.8 million and €76.1 million during the three and nine months ended September 30, 2025, respectively, compared to €39.7 million and €103.3 million during the three and nine months ended September 30, 2024, respectively. The inventories valued at net realizable value in our consolidated statement of financial position as of September 30, 2025 reflect contractual compensation payments.

Research and Development Expenses

The following table summarizes our research and development expenses for the periods indicated (break-down as per internal cost allocation logic):


(in millions €)	Three months ended September 30,				Change
	2025		2024		€			%
	(unaudited)				(unaudited)
Non-COVID-19 vaccine		528.0		437.8		90.2			21
COVID-19 vaccine		36.8		112.5		(75.7	)		(67	)
Total research and development expenses		564.8		550.3		14.5			3


(in millions €)	Nine months ended September 30,				Change
	2025		2024		€			%
	(unaudited)				(unaudited)
Non-COVID-19 vaccine		1,512.5		1,414.3		98.2			7
COVID-19 vaccine		87.0		228.1		(141.1	)		(62	)
Total research and development expenses		1,599.5		1,642.4		(42.9	)		(3	)

Our research and development expenses increased by €14.5 million, or 3%, from €550.3 million during the three months ended September 30, 2024 to €564.8 million during the three months ended September 30, 2025 and decreased by €42.9 million, or 3%, from €1,642.4 million during the nine months ended September 30, 2024 to €1,599.5 million during the nine months ended September 30, 2025. The changes were mainly driven by the start of late-stage trials for our immune-oncology and antibody drug conjugate programs, partly offset by cost savings resulting from active portfolio management. In addition, research and development expenses for the three months ended September 30, 2025 were impacted by a one-time impairment of BNT323/DB-1303.

Sales and Marketing Expenses

Our sales and marketing expenses increased by €9.2 million, or 51%, from €18.1 million during the three months ended September 30, 2024 to €27.3 million during the three months ended September 30, 2025 and increased by €14.1 million, or 30%, from €46.6 million during the nine months ended September 30, 2024 to €60.7 million during the nine months ended September 30, 2025. The increases were mainly driven by our ongoing commercial build-up.

General and Administrative Expenses

Our general and administrative expenses decreased by €11.2 million, or 8%, from €132.4 million during the three months ended September 30, 2024 to €121.2 million during the three months ended September 30, 2025 and decreased by €74.5 million, or 18%, from €420.3 million during the nine months ended September 30, 2024 to €345.8 million during the nine months ended September 30, 2025. The decrease was primarily driven by a reduction in external services. For the three months ended September 30, 2025, lower insurance and personnel costs also contributed to the decline compared to the three months ended September 30, 2024.

Other Operating Result

Our total other operating result decreased by €349.6 million, or 99%, from a negative operating result of €354.6 million during the three months ended September 30, 2024 to a negative operating result of €704.2 million during the three months ended September 30, 2025 and decreased by €113.2 million, or 18%, from a negative operating result of €616.9 million during the nine months ended September 30, 2024 to a negative operating result of €730.1 million during the nine months ended September 30, 2025. The decrease was mainly related to expenses incurred in connection with the GSK/CureVac Settlement Arrangements (see section “11.12.1.4 Settlement Arrangements with GSK and CureVac”). Under the terms of the GSK/CureVac Settlement Arrangements, we incurred other operating expenses of €678.5 million ($790.0 million), comprising €273.2 million ($320.0 million) in cash outflows (net of VAT), €362.3 million ($420.0 million) excluding VAT recognized as other financial liabilities (including VAT €417.6 million ($490.3 million)), and €42.9 million ($50.0 million) as a recognized provision. In addition, our other operating result was impacted by pipeline prioritization costs and a net loss from foreign exchange differences and related effects from derivative instruments in the nine months ended September 30, 2025.

Operating Profit / (Loss)

Our operating profit / (loss) decreased by €57.4 million from an operating profit of €10.5 million during the three months ended September 30, 2024 to an operating loss of €46.9 million during the three months ended September 30, 2025 and our operating loss decreased by €380.8 million, or 26%, from an operating loss of €1,462.9 million during the nine months ended September 30, 2024 to an operating loss of €1,082.1 million during the nine months ended September 30, 2025, mainly as a result of the foregoing effects.

Finance Result

Our finance result during the three and nine months ended September 30, 2025 and 2024 was mainly derived from returns, such as interests, resulting from our financial investments as well as fair value adjustments of our money market funds. It decreased by €76.6 million, or 52%, from a positive finance result of €148.2 million during the three months ended September 30, 2024 to a positive finance result of €71.6 million during the three months ended September 30, 2025 and decreased by €225.3 million, or 47%, from a positive finance result of €484.0 million during the nine months ended September 30, 2024, to a positive finance result of €258.7 million during the nine months ended September 30, 2025. These changes are mainly due to lower interest income and negative foreign exchange differences, primarily derived from our security investments disclosed as cash equivalents and bank cash accounts held in foreign currency.

Profit / (Loss) before Tax

Our profit before tax decreased by €134.0 million from a profit before tax of €158.7 million, or 84%, during the three months ended September 30, 2024 to a profit before tax of €24.7 million during the three months ended September 30, 2025 and our loss before tax decreased by €155.5 million, or 16%, from a loss before tax of €978.9 million during the nine months ended September 30, 2024 to a loss before tax of €823.4 million during the nine months ended September 30, 2025, mainly as a result of the foregoing effects.

Income Taxes

Our income taxes changed by €92.8 million from an income taxes income of €39.4 million during the three months ended September 30, 2024 to an income taxes expense of €53.4 million during the three months ended September 30, 2025, and changed by €61.8 million from an income taxes income of €54.1 million during the nine months ended September 30, 2024 to an income taxes expense of €7.7 million during the nine months ended September 30, 2025. The effective income tax rate for the nine months ended September 30, 2025 was approximately (0.9)% and approximately 5.5% for the nine months ended September 30, 2024.

For more information on our income taxes, see Note 6 to our Q3 Unaudited Interim Condensed Consolidated Financial Statements.

Net Profit / (Loss)

Our net profit / (loss) decreased by €226.8 million from a net profit of €198.1 million during the three months ended September 30, 2024 to a net loss of €28.7 million during the three months ended September 30, 2025, and our net loss decreased by €93.7 million, or 10%, from a net loss of €924.8 million during the nine months ended September 30, 2024 to a net loss of €831.1 million during the nine months ended September 30, 2025, mainly as a result of the foregoing effects.

9.12.2

Liquidity and Capital Resources

As of September 30, 2025, we had cash and cash equivalents of €10,092.9 million, current security investments of €4,275.6 million and non-current security investments of €2,336.4 million, accumulating to €16,704.9 million in cash, cash equivalents and security investments.

9.12.2.1

Consolidated Statements of Cash Flows

The following table presents principal components of our consolidated statements of cash flows for the periods indicated:


(in millions €)	Three months ended September 30,						Nine months ended September 30,
	2025			2024			2025			2024
	(unaudited)						(unaudited)
Net cash flows from / (used in) operating activities		780.7			(638.9	)		146.5			671.0
Net cash flows from / (used in) investing activities		(925.3	)		(142.1	)		257.1			(2,687.9	)
Net cash flows used in financing activities		(11.5	)		(7.9	)		(38.6	)		(38.6	)
Net increase / (decrease) in cash and cash equivalents		(156.1	)		(788.9	)		365.0			(2,055.5	)
Change in cash and cash equivalents resulting from exchange rate differences		(21.5	)		(2.3	)		(28.4	)		1.2
Change in cash and cash equivalents resulting from other valuation effects		1.0			39.1			(5.6	)		15.2
Cash and cash equivalents at the beginning of the period		10,269.5			10,376.7			9,761.9			11,663.7
Cash and cash equivalents as of the end of the period		10,092.9			9,624.6			10,092.9			9,624.6

Net Cash Flows from / (used in) Operating Activities

Our net cash flows from operating activities during the three months ended September 30, 2025 were €780.7 million. Cash received from our revenue streams and the BMS upfront payment exceeded the cash payments for our operating business, resulting in a cash inflow of €706.4 million for three months ended September 30, 2025. We generated positive cash contributions from interest and other payments related to the security investments of €83.5 million and grants of €7.0 million, which were partly offset by tax payments of €9.6 million and by share based payment programs of €4.2 million.

Our net cash flows used in operating activities during the three months ended September 30, 2024, were €638.9 million. Cash payments for our operating business exceeded our cash received from our revenue streams, resulting in a cash outflow of €638.3 million. Additionally, we received positive cash contributions from grants of €60.7 million and from returns such as interests or sales resulting from our financial investments of €73.1 million which were offset by €134.4 million for exercised share-based payment programs, especially the programs in which the Management Board members participate.

Our net cash flows from operating activities during the nine months ended September 30, 2025, were €146.5 million. Cash payments for our operating business exceeded our cash received from our revenue streams and the BMS upfront payment during the nine months ended September 30, 2025, resulting in a cash outflow of €102.5 million. We generated positive cash contributions from interest and other payments related to the security investments of €275.2 million and grants of €38.0 million, which were partly offset by tax payments of €36.7 million and by share based payment programs of €19.3 million.

Our net cash flows from operating activities during the nine months ended September 30, 2024, were €671.0 million. Cash received from our revenue streams exceeded the cash payments for our operating business, resulting in a cash inflow of €556.3 million. Additionally, we received positive cash contribution from grants of €102.7 million and from returns such as interests or sales resulting from our financial investments of €353.3 million. On the other hand, we paid income taxes of €190.8 million and the operating cash flow was impacted by cash payments of €143.6 million for exercised share-based payment programs, especially the programs in which the Management Board members participate.

Net Cash Flows from / (used in) Investing Activities

Our net cash flows used in investing activities during the three months ended September 30, 2025 were €925.3 million. This amount includes €889.6 million mainly representing net payments in security investments. The net payments in property, plant and equipment and intangible assets of €35.7 million are related to investments in building our laboratory and office facilities in Mainz, Germany and elsewhere.

Our net cash flows used in investing activities during the three months ended September 30, 2024 were €142.1 million. This amount includes €59.4 million mainly spent on security investments. The net payments in property, plant and equipment and intangible assets of €82.7 million are related to investments in building our laboratory and office facilities in Germany as well as our facilities in Singapore.

Our net cash flows from investing activities during the nine months ended September 30, 2025 were €257.1 million. This amount includes €1,018.6 million representing mainly repayments from matured security investments offset by a payment of €565.1 million for the settlement of our pre-existing relationship in connection with the License and Collaboration Agreement with Biotheus entered into in November 2023, which is separate from the remaining purchase price to be transferred for the acquired business of Biotheus (see Note 5 to our Q3 Unaudited Interim Condensed Consolidated Financial Statements). Other offsetting effects are the remaining net cash outflow for the Biotheus business combination of €78.5 million and net payments in property, plant and equipment a of €108.0 million related to investments in building our laboratory and office facilities in Mainz, Germany and elsewhere.

Our net cash flows used in investing activities during the nine months ended September 30, 2024 were €2,687.9 million. The amount includes €2,327.2 million mainly spent on security investments. The net payments in property, plant and equipment and intangible assets of €360.7 million are related to investments in building our laboratory and office facilities in Germany, Singapore and Rwanda and milestone payments for in-licensing.

Net Cash Flows used in Financing Activities

Our net cash flows used in financing activities during the three months ended September 30, 2025 were €11.5 million and mainly related to our lease payments of €10.3 million.

Our net cash flows used in financing activities during the three months ended September 30, 2024 were €7.9 million and mainly related to our lease payments.

Our net cash flows used in financing activities during the nine months ended September 30, 2025 were €38.6 million and mainly related to our lease payments of €29.2 million.

Our net cash flows used in financing activities during the nine months ended September 30, 2024 were €38.6 million and mainly related to our lease payments.

9.12.2.2

Current and Future Capital Expenditures

We are a party to license and research and development agreements with universities and other third parties, as well as patent assignment agreements, under which we have obtained rights to patents, patent applications and know-how. We enter into contracts in the normal course of business with CROs for clinical trials and clinical and commercial supply manufacturing, and with vendors for preclinical research studies and for other services and products for operating purposes. We work together with CMOs who manufacture our product candidates and products, and enter into lease agreements to lease laboratory, GMP manufacturing, storage and office spaces. Purchase obligations under our agreements, to the extent that they are quantifiable and not cancellable, have been considered when defining our guidance for future cash commitments. Most of the committed cash outflow within one year as of September 30, 2025 is related to lease payments amounting to €47.5 million and commitments under purchase agreements and contractual obligations amounting to €217.5 million. Further, we have lease payment obligations with an amount of €183.5 million and commitments under purchase agreements and contractual obligations of €762.4 million for the years 2026 and beyond. Our capital expenditures for operating activities during the three and nine months ended September 30, 2025 amounted to €41.9 million and €133.1 million, respectively. In comparison, our capital expenditures for operating activities during the three and nine months ended September 30, 2024 amounted to €79.1 million and €236.3 million, respectively. During both years, these expenditures were mainly driven by investments in building our laboratory and office facilities in Germany and rest of world.

9.12.3

Financial Position

9.12.3.1

Consolidated Statements of Financial Position

The following table presents an overview of our consolidated statements of financial position as of the reporting dates indicated:


(in millions €)	As of September 30,			As of December 31,
	2025			2024
	(unaudited)			(audited)
Assets
Non-current assets
Goodwill		357.7			380.6
Other intangible assets		1,389.8			790.4
Property, plant and equipment		1,039.7			935.3
Right-of-use assets		201.0			248.1
Contract assets		3.9			9.8
Other financial assets		2,476.0			1,254.0
Other non-financial assets		24.6			26.3
Deferred tax assets		17.7			81.7
Total non-current assets		5,510.4			3,726.2

Current assets
Inventories		225.7			283.3
Trade and other receivables		690.8			1,463.9
Contract assets		8.9			10.0
Other financial assets		4,434.7			7,021.7
Other non-financial assets		292.9			212.7
Income tax assets		84.8			50.0
Cash and cash equivalents		10,092.9			9,761.9
Total current assets		15,830.7			18,803.5

Total assets		21,341.1			22,529.7

Equity
Share capital		248.6			248.6
Capital reserve		1,453.2			1,398.6
Treasury shares		(8.1	)		(8.6	)
Retained earnings		18,266.9			19,098.0
Other reserves		(1,483.3	)		(1,325.5	)


(in millions €)	As of September 30,		As of December 31,
	2025		2024
	(unaudited)		(audited)
Total equity		18,477.3		19,411.1

Non-current liabilities
Lease liabilities, loans and borrowings		192.0		214.7
Other financial liabilities		96.4		46.9
Provisions		24.2		20.9
Contract liabilities		219.0		183.0
Other non-financial liabilities		85.5		87.5
Deferred tax liabilities		24.2		42.4

Total non-current liabilities		641.3		595.4

Current liabilities
Lease liabilities, loans and borrowings		53.4		39.5
Trade payables and other payables		399.8		426.7
Other financial liabilities		597.4		1,443.4
Income tax liabilities		6.3		4.5
Provisions		211.5		144.8
Contract liabilities		796.1		294.9
Other non-financial liabilities		158.0		169.4

Total current liabilities		2,222.5		2,523.2

Total liabilities		2,863.8		3,118.6

Total equity and liabilities		21,341.1		22,529.7

Assets

As of September 30, 2025, our total assets amounted to €21,341.1 million, compared to €22,529.7 million as of December 31, 2024. The decrease was mainly due to the developments explained below.

Our non-current assets increased by €1,784.2 million from €3,726.2 million as of December 31, 2024 to €5,510.4 million as of September 30, 2025, mainly as a result of an increase in non-current other financial assets by €1,222.0 million, primarily as a result of a reallocation of existing capital into investments disclosed as non-current, and an increase in other intangible assets by €599.4 million, mainly as a result of the acquisition of Biotheus.

Our current assets decreased by €2,972.8 million from €18,803.5 million as of December 31, 2024 to €15,830.7 million as of September 30, 2025, mainly due to a decrease of €2,587.0 million in current other financial assets, mainly resulting from a reallocation of existing capital and the usage of financial funds for the acquisition of Biotheus and the settlement of the contractual disputes outlined in section “9.12.3.2 Financial Liabilities and Provisions” below. In addition, trade and other receivables decreased by €773.1 million from €1,463.9 million as of December 31, 2024 to €690.8 million as of September 30, 2025, mainly due to payments received for the share of the collaboration partner’s gross profit derived from sales in the collaboration partner’s territory in financial year 2024. Cash and cash equivalents increased by €331.0 million from €9,761.9 million as of December 31, 2024 to €10,092.9 million as of September 30, 2025, mainly as a result of the aforementioned reallocation of capital.

Liabilities

As of September 30, 2025, our total liabilities amounted to €2,863.8 million, compared to €3,118.6 million as of December 31, 2024. The decrease was mainly due to the developments explained below.

Our non-current liabilities increased by €45.9 million from €595.4 million as of December 31, 2024 to €641.3 million as of September 30, 2025, mainly as a result of an increase of non-current other financial liabilities by €49.5 million from €46.9 million as of December 31, 2024 to €96.4 million as of September 30, 2025. The increase was mainly related to the recognition of contingent considerations (milestones) in connection with the acquisition of Biotheus.

Our current liabilities decreased by €300.7 million from €2,523.2 million as of December 31, 2024 to €2,222.5 million as of September 30, 2025, mainly as a result of a decrease in current other financial liabilities by €846.0 from €1,443.4 million as of December 31, 2024 to €597.4 million as of September 30, 2025, mainly related to the settlement of contractual disputes outlined in section “9.12.3.2 Financial Liabilities and Provisions” below. This was offset by an increase in current contract liabilities by €501.2 from €294.9 million as of December 31, 2024 to €796.1 million as of September 30, 2025, mainly related to the global strategic partnership with BMS.

Equity

Our total equity decreased by €933.8 million from €19,411.1 million as of December 31, 2024 to €18,477.3 million as of September 30, 2025. The decrease was mainly due to the net loss recorded during the nine months ended September 30, 2025 within retained earnings.

9.12.3.2

Financial Liabilities and Provisions

Financial Liabilities

The following table presents an overview of our non-current and current financial liabilities as of the reporting dates indicated:


(in millions €)	September 30,		December 31,
	2025		2024
	(unaudited)		(audited)
Loans and borrowings		38.5		—
Trade payables and other payables		399.8		426.7
Other financial liabilities (unaudited)		693.8		1,490.3
Lease liabilities		207.0		254.2

Our other financial liabilities decreased by €796.5 million during the nine months ended September 30, 2025. A decrease of €1,369.9 million resulted from payments made in connection with the settlement of contractual disputes during the six months ended June 30, 2025. During the three months ended September 30, 2025, other financial liabilities increased by €417.6 million including VAT, as a result of the respective settlement agreements with the GSK/CureVac Settlement Arrangements.

Provisions

The following table presents an overview of our provisions as of the reporting dates indicated:


(in millions €)	September 30,		December 31,
	2025		2024⁽¹⁾
	(unaudited)		(audited)
Contractual disputes / settlements		116.6		85.7
Obligations from onerous contracts		53.9		56.6
Other		65.2		23.4
Total		235.7		165.7
Total current		211.5		144.8
Total non-current		24.2		20.9

⁽¹⁾	Certain amounts as of December 31, 2024 have been reclassified to conform to current period presentation in our Q3 Unaudited Interim Condensed Consolidated Financial Statements

As of September 30, 2025, our current provisions included €116.6 million in contractual disputes mainly related to collaborators regarding, among other things, the interpretation of each party’s obligations or the amounts payable under the respective agreements. The increase in obligations identified as contractual disputes compared to December 31, 2024 was mainly due to entering settlement agreements, such as the GSK/CureVac Settlement Arrangements and a royalty on rest-of-world sales of licensed products to CureVac N.V. and GSK plc.

As of September 30, 2025, our current provisions included €53.9 million (€56.6 million as of December 31, 2024) of obligations from onerous contracts, primarily relating to production capacities derived from contracts with contract manufacturing organizations, or CMOs, that became redundant.

As of September 30, 2025, our current provisions included €65.2 million in other obligations mainly comprising employee related obligations such as restructuring due to pipeline prioritization, social security costs related to share-based payment programs as well as inventor remunerations (€23.4 million as of December 31, 2024, mainly comprising employee related obligations). The change of €41.8 million compared to December 31, 2024, related mainly to additions.

9.12.4

Contingent Liabilities

Our contingent liabilities include, but are not limited to, intellectual property disputes and contractual disputes regarding, among other things, the interpretation of each party’s obligations or the amounts payable under the respective agreements, product-related disputes, and actions by or on behalf of our shareholders.

From time to time, in the normal course and conduct of our business, we may be involved in proceedings with third parties, including proceedings regarding, for example, the use and/or remuneration for use of such third party’s intellectual property. As of September 30, 2025, none of the intellectual property-related considerations outlined in section “11.12.2 Pending Proceedings”, of which we have either been notified, or for which potential claims could be brought against us or our subsidiaries in the future, fulfill the criteria for recording a provision.

We are subject to an increasing number of product-related disputes. Our product liability claims often involve highly complex issues related to medical causation, correctness and completeness of product information (Summary of Product Characteristics/package leaflet) as well as label warnings and reliance thereon, scientific evidence and findings, actual and provable defectiveness and injury, and other matters. These complexities vary from matter to matter. As of September 30, 2025, none of these claims fulfill the criteria for recording a provision.

We are currently subject to certain claims by or on behalf of our shareholders, particularly the proceeding described in section “11.12.2.7 Ladewig Proceedings”. As of September 30, 2025, these claims do not fulfill the criteria for recording a provision.

9.12.5

Significant Accounting Judgments, Estimates and Assumption

Our significant accounting judgments, estimates and assumptions and accounting policies applied in the periods presented in this section are explained in Note 2 to our Q3 Unaudited Interim Condensed Consolidated Financial Statements and further discussed in Note 3 to our Audited Consolidated Financial Statements 2024.”

16.	In section “10.2 Profit Forecast 2025 of Net Profit / (Loss)” on page 235 of the Prospectus, the text shall be replaced by the following text:

“In its press release dated November 3, 2025 on the publication of its financial results for the three and nine months ended September 30, 2025, the Company stated that: “The Company does not expect to report a positive net income figure for the 2025 financial year”.

Based on the current development of the year 2025, the Company confirms that it does not expect to report a positive net profit / (loss) figure for the year 2025.”

17.	In section “10.3.1 Basis of Preparation” beginning on page 235 of the Prospectus, the first paragraph shall be replaced by the following text:

“The Profit Forecast 2025 has been compiled based on the factors and assumptions stated below and prepared on a basis which is both (i) comparable with the historical financial information of the Group, and (ii) consistent with the Group’s accounting policies. The Group’s significant accounting policies are disclosed in (a) the audited consolidated financial statements of the Company as of and for the year ended December 31, 2024 prepared in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board (IASB) and adopted by the EU and the additional requirements of German commercial law pursuant to Section 315e para. 3 in conjunction with para. 1 German Commercial Code (Handelsgesetzbuch) and (b) the unaudited interim condensed consolidated financial statements of the Company as of and for the three and nine months ended September 30, 2025, prepared in accordance with IFRS Accounting Standards applicable to interim financial reporting (IAS 34) as issued by the International Accounting Standards Board (IASB) and adopted by the European Union.”

18.	In section “10.3.2.2.1 Revenues” on page 238 of the Prospectus, the second and third paragraph shall be replaced by the following text:

“In addition to COVID-19 vaccine-related revenues, the Company assumes to generate further revenues, including from the framework agreement signed with the Federal Republic of Germany on pandemic preparedness, the production and supply of mRNA-based vaccines, and revenues from the service business, including by our subsidiaries InstaDeep Ltd, JPT Peptide Technologies GmbH, and BioNTech Individualized mRNA Manufacturing GmbH as well as revenues from out-licensing under a collaboration agreement.

For purposes of the Profit Forecast 2025, the Company assumed revenues to amount to between €2.6 billion and €2.8 billion in year 2025 and mainly include commercial sales from our COVID-19 vaccine business as well as revenues from a collaboration agreement.”

19.	In section “10.3.2.2.2 Research and Development Expenses” on page 238 of the Prospectus, the second and third paragraph shall be replaced by the following text:

“In the financial year 2025, we expect to make significant progress in several clinical studies in the oncology pipeline, such as our key clinical product candidate BNT327. We anticipate to continue using the potential of our pipeline and focus investments in research and development for late-stage development in oncology. We also intend continuing to develop our COVID-19 vaccine, including in combination with flu protection. Overall, in focus areas, we expect to increase our expenditure on research and development while, in line with our cost-conscious portfolio optimization strategy, we expect to reduce it outside our focus area. For purposes of the Profit Forecast 2025, we have assumed research and development expenses being impacted by an impairment of a product candidate due to a revision of our commercial forecast assumptions but do not assume any further impairments. Furthermore, we assume that jointly shared development and manufacturing costs under a collaboration agreement will result in reimbursements for research and development cost which will be offset against research and development expenses.

For purposes of the Profit Forecast 2025, the Company assumed research and development expenses for the financial year 2025 to amount to between €2.0 billion and €2.2 billion.”

20.	In section “10.3.2.2.3 Sales, General and Administrative Expenses” beginning on page 238 of the Prospectus, the third paragraph shall be replaced by the following text:

“For purposes of the Profit Forecast 2025, the Company assumed combined sales and marketing expenses plus general and administrative expenses in the financial year 2025 to amount to between €550.0 million and €650.0 million.”

21.	In section “10.3.3 Other Explanatory Notes” on page 239 of the Prospectus, the third paragraph shall be replaced by the following text:

“This Profit Forecast 2025 was prepared solely for the inclusion in this Prospectus and represents the best estimates of the Management Board as of November 3, 2025 and is still valid as of November 11, 2025.”

22.	In section “11.3.1.4 Regulatory Updates” beginning on page 246 of the Prospectus, after the last bullet of the list in sub-section “Omicron LP.8.1-adapted monovalent COVID-19 vaccine.” beginning on page 247 of the Prospectus, the following bullet shall be added:

“•

Ahead of the 2025-2026 COVID-19 vaccination season, we initiated a Phase 3 (NCT07069309) study to investigate the safety, tolerability, and immunogenicity of our LP.8.1-adapted COVID-19 vaccine in adults 65 and older and adults aged 18 through 64 with at least one underlying risk condition for severe COVID-19. In September 2025, we announced positive topline results from the Phase 3 trial. The preliminary data show a robust increase in neutralizing antibodies targeting the LP.8.1 sublineage of SARS-CoV-2 following vaccination. The safety profile of the vaccine was consistent with previous studies, with no new safety concerns identified.”

23.	In section “BNT111 in Advanced Melanoma” beginning on page 250 of the Prospectus, the third paragraph shall be replaced by the following text:

“In October 2025, data from this trial were presented at the 2025 ESMO Congress. As previously disclosed in August 2024, the trial met its primary efficacy outcome measure, demonstrating a statistically significant improvement in ORR in patients treated with BNT111 in combination with cemiplimab, as compared to a historical control. The data showed that the combination of BNT111 and cemiplimab induced anti-tumor responses that were deep and durable and a manageable safety profile for BNT111 as a single agent and in combination. Follow up showed a positive impact on long-term survival: 37% of patients were still alive at 24 months, 21% were free of tumor progression. In addition, follow-up data showed a positive trend towards improved long-term survival for the combination of BNT111 and cemiplimab. No further development of BNT111 in advanced melanoma is currently planned.”

24.	In section “BNT116 in Advanced Non-small Cell Lung Cancer, or “NSCLC”” on page 251 of the Prospectus, the third paragraph shall be replaced by the following text:

“A Phase 1 clinical trial (LuCa-MERIT-1; NCT05142189) is being conducted to evaluate the safety, tolerability and preliminary efficacy of BNT116 as monotherapy and in several combinations including with chemotherapy, cemiplimab, and some of our proprietary assets across various treatment lines and clinical settings in patients with NSCLC. In May 2025, the first patient was dosed in a new cohort evaluating BNT116 in combination with our and DualityBio’s B7-H3 antibody-drug conjugate, BNT324/DB-1311.”

25.	In section “Phase 2 Clinical Trial in First-line Advanced Melanoma” beginning on page 254 of the Prospectus, the third paragraph shall be replaced by the following text:

“In October 2025, data from this trial including exploratory endpoints and biomarker correlations were presented at the 2025 European Society For Medical Oncology, or ESMO, Congress. In addition to the previous disclosure, data showed that autogene cevumeran induced durable immune responses against the encoded neoantigens that persisted for up to 1.5 years after treatment completion in the majority of evaluable patients. In the combination arm, the breadth of immune response correlated with a prolonged PFS. Further translational data showed a trend of improved OS in the combination arm compared to pembrolizumab monotherapy in patients with low tumor mutational burden, a population that usually responds poorly to checkpoint inhibitor treatment, and in tumors where immune-cell PD-L1 was high. These data support the immunological mechanism of our mRNA cancer immunotherapy approach and our therapeutic strategy to pursue autogene cevumeran to address the unmet medical need in the treatment of resectable cancers as well as in adjuvant or minimal residual disease treatment settings. These settings are characterized by lower tumor burden and heterogeneity, alongside higher T cell proficiency, which aligns with the focus of our ongoing randomized Phase 2 trials in colorectal, pancreatic, and bladder cancer.”

26.	In section “i) BNT327, a Bispecific Antibody Candidate Targeting PD-L1 and VEGF-A” beginning on page 256 of the Prospectus, the second paragraph shall be replaced by the following text:

“BNT327 is currently being evaluated in multiple Phase 2 and Phase 3 global and China-only clinical trials to assess its efficacy and safety as monotherapy or in combination with chemotherapy in various indications. BNT327 is also being evaluated in combination with next-generation ADC candidates BNT323/DB-1303, BNT324/DB13-11, BNT325/DB-1305, BNT326/YL202, BNT3212, and in combination with bispecific candidates BNT3213 and BNT314/GEN1059.”

27.	In section “Ongoing Phase 2 Clinical Trial in ES-SCLC” beginning on page 256 of the Prospectus, the text shall be replaced by the following text:

“A Phase 2 clinical trial (NCT06449209) is being conducted to evaluate BNT327 in combination with chemotherapy in patients with untreated ES-SCLC and in patients with SCLC that progressed after first- or second-line treatment. The trial is fully enrolled and treatment is ongoing.

In September 2025, interim data from this trial were presented at the IASLC 2025 WCLC. The data, which are consistent with data presented at European Lung Cancer Congress, or ELCC, 2025 from a Phase 2 clinical trial conducted in China (NCT05844150), showed encouraging anti-tumor responses and progression free survival with a positive trend in the secondary endpoint progression free survival. Pumitamig plus chemotherapy demonstrated a manageable safety profile with no new safety signals and a low discontinuation rate.”

28.

In section “i) BNT327, a Bispecific Antibody Candidate Targeting PD-L1 and VEGF-A” beginning on page 256 of the Prospectus, the following sections “Phase 2/3 Clinical Trial in Metastatic First-Line CRC” and “Phase 2/3 Clinical Trial in Metastatic First-Line Gastric Cancer” shall be inserted after the sub-section “Ongoing Phase 1/2 Clinical Trial in Locally Advanced/Metastatic TNBC” on page 258 of the Prospectus:

“Phase 2/3 Clinical Trial in Metastatic First-Line CRC

A global Phase 2/3 clinical trial (ROSETTA CRC-203; NCT07221357) in patients with first-line MSS, MSI-L/pMMR metastatic CRC is planned.

Phase 2/3 Clinical Trial in Metastatic First-Line Gastric Cancer

A global Phase 2/3 clinical trial (ROSETTA Gastric-204; NCT07221149) in patients with first-line metastatic gastric cancer is planned.”

29.	In section “Ongoing Phase 3 Clinical Trial in Metastatic Squamous NSCLC” on page 260 of the Prospectus, the following text shall be added after the end of the sub-section:

“In October 2025, China’s National Medical Product Administration (NMPA) granted Breakthrough Therapy Designation for gotistobart for the treatment of patients with squamous non-small cell lung cancer (sqNSCLC) who have progressed on prior standard immuno-oncology therapies.”

30.	In section “iv) BNT312/GEN1042, BNT314/GEN1059, BNT315/GEN1055 and BNT322/GEN1056 are being developed in collaboration with Genmab” beginning on page 261 of the Prospectus, the first sentence of the first paragraph shall be replaced by the following text:

“BNT312/GEN1042 is a novel, agonistic, bispecific antibody candidate that combines targeting and conditional activation of the costimulatory molecules CD40 and 4-1BB on immune cells. The development program for BNT312/GEN1042 in combination with pembrolizumab and chemotherapy beyond the currently ongoing clinical trials has been discontinued. This is due to strategic evaluation of the development program within the context of BioNTech’s and Genmab’s portfolios. The companies reserve the option for future potential combination opportunities with BNT312/GEN1042.”

31.	In section “i) BNT323/DB-1303, an ADC in Development in Collaboration with DualityBio” beginning on page 262 of the Prospectus, the fifth paragraph shall be replaced by the following text:

“In September 2025, the first patient was dosed in a Phase 3 trial (NCT06340568) to evaluate BNT323/DB-1303 versus investigator’s choice of chemotherapy in approximately 504 patients with HER2-expressing recurrent endometrial cancer whose disease has progressed on at least one line of platinum-based therapy. The primary endpoint is PFS. Secondary endpoints include OS, ORR, DOR and safety.”

In the same section, the following text shall be added after the last paragraph:

“We and DualityBio continue discussions with the FDA and now plan to file a biologics license application in second line endometrial cancer in 2026, subject to regulatory feedback.”

32.	In section “v) BNT329, an ADC for the Treatment of Advanced Solid Tumors” on page 263 of the Prospectus, the second paragraph shall be replaced by the following text:

“A Phase 1/2 clinical trial (NCT07186842) to evaluate BNT329 in advanced solid tumors is planned.”

33.	In section “11.3.2.2.2 COVID-19 – Influenza Combination mRNA Vaccine Program – BNT162b2 + BNT161” on page 263 of the Prospectus, the text shall be replaced by the following text:

“In collaboration with Pfizer clinical trials are being conducted to evaluate the safety, tolerability and immunogenicity of the combination of the companies’ mRNA vaccine candidates against influenza and COVID-19. We will provide updates as the program progresses.”

34.	In section “11.11.3 ESG Ratings” on page 303 of the Prospectus, the last sentence of the first paragraph shall be replaced by the following text:

“The numbers are as of November 1, 2025 for Quality Scores “Environment”, “Social” and “Governance” dimension.”

In the same section, the first sentence of the third paragraph shall be replaced by the following text:

“BioNTech received an ESG Risk Rating of 21.4 (as per last update of September 23, 2025; the full rating update was conducted by May 29, 2025) by the rating agency Morningstar Sustainalytics and was assessed to be at medium risk of experiencing material financial impacts from ESG factors.”

35.	In section “11.12.2.1.1 Infringement Proceedings – EP’122, DE’961, DE’974, DE’575, and EP’668” on page 306 of the Prospectus, the last three sentences of the second paragraph shall be replaced by the following text:

“The oral hearing with respect to infringement of EP’668 is currently scheduled for January 27, 2026. On July 3, 2025, GlaxoSmithKline Biologicals SA filed a request seeking to intervene in the EP’668 infringement proceedings, and its request to intervene will be heard at this same hearing.”

36.	In section “11.12.2.1.2 Infringement Proceedings – EP’755, DE’123, and DE’130” beginning on page 306 of the Prospectus, the last three sentences shall be replaced by the following text:

“A hearing on infringement with respect to EP’755 is currently scheduled for January 27, 2026. On July 3, 2025, GlaxoSmithKline Biologicals SA filed a request to intervene in the EP’755 infringement proceedings, and its request to intervene will be heard at this same hearing.”

37.	In section “11.12.2.7 Ladewig Proceedings” on page 311 of the Prospectus, the last sentence of the first paragraph shall be replaced by the following text:

“Plaintiffs did not file a notice of appeal to the U.S. Court of Appeals for the Second Circuit by the October 30, 2025 deadline to do so. Nor have plaintiffs moved the U.S. District Court for the Southern District of New York for leave to amend their pleading so far.”

In the same section, the first sentence of the second paragraph shall be replaced by the following text:

“We believe that any such request for amendment would be meritless and untimely. However, should plaintiffs obtain leave to amend their pleading, we believe that we have strong defenses against the allegations claimed and intend to vigorously defend ourselves in the lawsuit mentioned above.”

38.	In section “15 Shareholder Structure” beginning on page 346 of the Prospectus, the first four paragraphs and the table following the fourth paragraph shall be replaced by the following text:

“The following table presents, to the best of the Company’s knowledge, information regarding the beneficial ownership of its ordinary shares for:

•

each person, or group of affiliated persons, known by the Company to own beneficially 5% or more of our outstanding shares;

•

each member of the Supervisory Board;

•

each member of the Management Board; and

•

all members of the Supervisory Board and Management Board as a group.

The number of ordinary shares beneficially owned by each entity, person, and member of the Supervisory Board and the Management Board is determined in accordance with the rules of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any ordinary shares over which the individual has sole or shared voting power or investment power as well as any ordinary shares that the individual has the right to acquire within 60 days of November 7, 2025, through the exercise of any option, warrant or other right. Except as otherwise indicated, and subject to applicable community property laws, the persons named in the following table have sole voting and investment power with respect to all ordinary shares held by that person. All of our ordinary shares and ADSs representing our ordinary shares vote on an equal basis.

The percentage of currently outstanding ordinary shares is computed on the basis of 240,455,450 ordinary shares outstanding. This amount excludes 8,096,750 shares held in treasury. Amounts presented in this section include ordinary shares held in the form of ADSs.

Following completion of the Offer, the shareholder structure of the Company will be as shown below, assuming issuance of 15,061,575, 12,049,725 and 10,042,601 of ordinary shares held through Offer ADSs issued to CureVac Shareholders following completion of the Offer.


Name of Beneficial Owner	Prior to the Offer					Percentage Beneficially Owned Following Completion of the Offer at Exchange Ratio of:
Name of Beneficial Owner	No. of Shares Beneficially owned		Percentage Beneficially Owned			0.06476			0.05181			0.04318
5% shareholders:
AT Impf GmbH⁽¹⁾		101,279,878		42.1	%		39.7	%		40.1	%		40.4	%
Medine GmbH ⁽²⁾		40,131,958		16.7	%		15.7	%		15.9	%		16.0	%
All 5% shareholders, as a group		141,411,836		58.8	%		55.3	%		56.0	%		56.5	%


Name of Beneficial Owner	Prior to the Offer					Percentage Beneficially Owned Following Completion of the Offer at Exchange Ratio of:
Name of Beneficial Owner	No. of Shares Beneficially owned		Percentage Beneficially Owned			0.06476			0.05181			0.04318
Members of the Supervisory Board and the Management Board:
Prof. Ugur Sahin, M.D. ⁽³⁾		41,375,868		17.2	%		16.2	%		16.4	%		16.5	%
Annemarie Hanekamp		—		—			—			—			—
Ramón Zapata-Gomez		—		—			—			—			—
Sierk Poetting, Ph.D.⁽⁴⁾		692,539		⁽⁹⁾			⁽⁹⁾			⁽⁹⁾			⁽⁹⁾
Ryan Richardson (former member)⁽⁵⁾		23,048		⁽⁹⁾			⁽⁹⁾			⁽⁹⁾			⁽⁹⁾
James Ryan, Ph.D.		1,426		⁽⁹⁾			⁽⁹⁾			⁽⁹⁾			⁽⁹⁾
Prof. Özlem Türeci, M.D.		131,915		⁽⁹⁾			⁽⁹⁾			⁽⁹⁾			⁽⁹⁾
Helmut Jeggle ⁽⁶⁾		1,125,967		⁽⁹⁾			⁽⁹⁾			⁽⁹⁾			⁽⁹⁾
Ulrich Wandschneider, Ph.D.⁽⁷⁾		1,480		⁽⁹⁾			⁽⁹⁾			⁽⁹⁾			⁽⁹⁾
Baroness Nicola Blackwood		—		—			—			—			—
Prof. Anja Morawietz, Ph.D.⁽⁸⁾		240		⁽⁹⁾			⁽⁹⁾			⁽⁹⁾			⁽⁹⁾
Michael Motschmann		—		—			—			—			—
Prof. Rudolf Staudigl, Ph.D.		400		⁽⁹⁾			⁽⁹⁾			⁽⁹⁾			⁽⁹⁾
All members of the Supervisory Board and Management Board, as a group		43,352,883		18.0%			17.0	%		17.2	%		17.3	%
Other existing shareholders of the Company prior to the Offer		95,822,689		39.9%			37.5	%		37.9	%		38.3	%
CureVac Shareholders as a group following completion of the Offer⁽¹⁰⁾		—		—			5.9	%		4.8	%		4.0	%

⁽¹⁾

Consists of 101,279,878 ordinary shares held by AT Impf GmbH. The sole shareholder of AT Impf GmbH is ATHOS KG, and, as a result, ATHOS KG is deemed to be the beneficial owner of the securities held by AT Impf GmbH. Thomas Maier is a general partner (Komplementär) of ATHOS KG and may be deemed to be beneficial owners of the securities held by AT Impf GmbH. Mr. Maier disclaims beneficial ownership of such shares except to the extent of their pecuniary interest therein.

⁽²⁾

The sole shareholder of Medine GmbH is Prof. Ugur Sahin, M.D. and, as a result, Ugur Sahin is deemed to be the beneficial owner of the securities held by Medine GmbH. Consists of 39,111,390 ordinary shares held by Medine GmbH and 1,020,568 ordinary shares held by a former colleague, over which shares Prof. Sahin retains voting power pursuant to a written arrangement. Pursuant to this arrangement, Prof. Sahin retains voting power, but not dispositive power, over such shares, and accordingly Medine GmbH and Prof. Sahin each may be deemed beneficially to own such shares.

⁽³⁾	Consists of the shares described in footnote 2 above, plus 1,243,910 ordinary shares held directly by Ugur Sahin. He is the sole shareholder of Medine GmbH.

⁽⁴⁾

Consists of (a) 549,387 ordinary shares held by Tofino GmbH (Sierk Poetting is sole shareholder of Tofino GmbH), (b) 141,514 ordinary shares held directly by Sierk Poetting and (c) 1,638 ordinary shares held by his immediate family. Mr. Poetting disclaims beneficial ownership of the 1,638 ordinary shares held by his immediate family except to the extent of his pecuniary interest therein.

⁽⁵⁾	Mr. Richardson stepped down from his positions on September 30, 2025.

⁽⁶⁾	Consists of (a) 332,316 ordinary shares held directly by Helmut Jeggle and (b) 793,651 ordinary shares held by Salvia GmbH.

⁽⁷⁾	Consists of 1,480 ordinary shares held by beebusy Capital GmbH. Ulrich Wandschneider is sole shareholder of beebusy Capital GmbH.

⁽⁸⁾	Consists of (a) 200 ordinary shares held directly by Anja Morawietz and (b) 40 ordinary shares held by her immediate family.

⁽⁹⁾	Less than one percent.

⁽¹⁰⁾	Assuming 232,575,292 CureVac Shares are held by one shareholder and tendered in the Offer, CureVac Shareholders do not hold any BioNTech ADSs and no existing shareholder of the Company holds CureVac Shares which are contributed to the Company in connection with the Offer.”

39.

In section “19 FINANCIAL INFORMATION OF BIONTECH” beginning on page F-B-1 of the Prospectus, the following text shall be added after the section “19.5 Audited Annual Financial Statements of BioNTech SE prepared in accordance with German generally accepted accounting principles of the German Commercial Code (Handelsgesetzbuch) as of and for the Year Ended December 31, 2024”:


“19.6	Unaudited Interim Condensed Consolidated Financial Statements of BioNTech SE prepared in accordance with IFRS Accounting Standards applicable to Interim Financial Reporting (IAS 34) as issued by the International Accounting Standards Board (IASB) and adopted by the European Union as of and for the Three and Nine Months Ended September 30, 2025	F-B-1

	Interim Condensed Consolidated Statements of Profit or Loss	F-B-3

	Interim Condensed Consolidated Statements of Comprehensive Income	F-B-4

	Interim Condensed Consolidated Statements of Financial Position	F-B-5

	Interim Condensed Consolidated Statements of Changes in Stockholders’ Equity	F-B-6

	Interim Condensed Consolidated Statements of Cash Flows	F-B-7

	Selected Explanatory Notes to the Unaudited Interim Condensed Consolidated Financial Statements	F-B-8”

40.	In section “19 FINANCIAL INFORMATION OF BIONTECH” beginning on page F-B-1 of the Prospectus, the information set forth in Exhibit 1 to this Supplement, which forms an integral part of this Supplement, shall be added as pages F-B-311 to F-B-345.

41.	In section “24.1.1 Operative Developments” on page O-1 of the Prospectus, the following text shall be added at the end of the section:

“On November 3, 2025, the Company published its unaudited interim condensed consolidated financial statements as of and for the three and nine months ended September 30, 2025, see sections “9.12 Financial Review for the Third Quarter and the First Nine Months of the Financial Year 2025” and “19 Financial Information of BioNTech”.”

42.	In section “24.2 Outlook” beginning on page O-1 of the Prospectus, the following text shall be added after the fifth paragraph:

“We have already launched our variant-adapted COVID-19 vaccine for the 2025/2026 vaccination season in multiple regions.”

In the same section, the eight to eleventh paragraphs shall be replaced by the following text:

“Under our collaboration with BMS, we aim to jointly develop and commercialize our investigational bispecific antibody pumitamig (BNT327/BMS986545) (see section “11.3.2.1.3 Antibody Product Candidates in Oncology”), including its development as monotherapy and in combination with other products.

As part of the agreement with BMS, we granted BMS a worldwide, co-exclusive license to use the Relevant IP (as described in section “11.3.2.1.3 Antibody Product Candidates in Oncology”) for the development, manufacturing and commercialization of our investigational bispecific antibody pumitamig as monotherapy or in combination with other products. We and BMS will jointly share development and manufacturing costs on a 50:50 basis. Global profits and losses will be equally shared as well. We received an upfront payment amounting to $1.5 billion during the three months ended September 30, 2025, and are eligible to receive $2.0 billion total in non-contingent anniversary payments through 2028 as well as up to $7.6 billion in additional development, regulatory and commercial milestone payments contingent on achievement of certain development, regulatory and commercial milestones.

For the financial year 2025, we expect operating investments in property, plant, and equipment and intangible assets of between €200.0 million and €250.0 million, not considering any investments made by CureVac following potential successful completion of the Offer. This includes expenditure for the expansion and improvement of our research and development and certain of our manufacturing facilities, as well as further investments in IT infrastructure that will support the Group in its bio-digital transformation and our focus as a data-driven company.

Based on our management’s current knowledge about the business development of the Group since December 31, 2024 as well as the assumptions made, and the factors taken into account, by our management in arriving at our Profit Forecast 2025 (as set forth in section “10 Profit Forecast”), we currently expect (i) our revenues to amount to between €2.6 billion and €2.8 billion, (ii) our research and development expenses to amount to between €2.0 billion and €2.2 billion, (iii) our sales, general and administrative expenses to amount to between €550.0 million and €650.0 million and (iv) to incur a net loss in the financial year 2025.”

Unaudited Interim Condensed Consolidated Financial Statements of BioNTech SE prepared in accordance with IFRS Accounting Standards applicable to Interim Financial Reporting (IAS 34) as issued by the International Accounting Standards Board (IASB) and adopted by the European Union as of and for the Three and Nine Months Ended September 30, 2025

F-B-1

UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


Interim Condensed Consolidated Statements of Profit or Loss		F-B-3

Interim Condensed Consolidated Statements of Comprehensive Income		F-B-4

Interim Condensed Consolidated Statements of Financial Position		F-B-5

Interim Condensed Consolidated Statements of Changes in Stockholders’ Equity		F-B-6

Interim Condensed Consolidated Statements of Cash Flows		F-B-7

Selected Explanatory Notes to the Unaudited Interim Condensed Consolidated Financial Statements		F-B-8

1	Corporate Information	F-B-8

2	Basis of Preparation, Significant Accounting Policies	F-B-9

3	Revenues from Contracts with Customers	F-B-11

4	Income and Expenses	F-B-13

5	Business Combination	F-B-16

6	Income Taxes	F-B-18

7	Other Intangible Assets	F-B-19

8	Financial Assets and Financial Liabilities	F-B-20

9	Issued Capital and Reserves	F-B-24

10	Provisions	F-B-24

11	Contingent Liabilities	F-B-25

12	Related Party Disclosures	F-B-34

13	Events after the Reporting Period	F-B-35

F-B-2

Interim Condensed Consolidated Statements of Profit or Loss


			Three months ended September 30,						Nine months ended September 30,
			2025			2024			2025			2024
(in millions €, except per share data)	Note		(unaudited)			(unaudited)			(unaudited)			(unaudited)
Revenues		3		1,518.9			1,244.8			1,962.5			1,561.1
Cost of sales		4.1		(148.3	)		(178.9	)		(308.5	)		(297.8	)
Research and development expenses		4.1		(564.8	)		(550.3	)		(1,599.5	)		(1,642.4	)
Sales and marketing expenses				(27.3	)		(18.1	)		(60.7	)		(46.6	)
General and administrative expenses		4.1		(121.2	)		(132.4	)		(345.8	)		(420.3	)
Other operating expenses		4.2		(729.5	)		(410.9	)		(884.7	)		(719.9	)
Other operating income		4.2		25.3			56.3			154.6			103.0

Operating profit / (loss)				(46.9	)		10.5			(1,082.1	)		(1,462.9	)

Finance income		4.3		96.8			156.2			324.8			498.8
Finance expenses		4.3		(25.2	)		(8.0	)		(66.1	)		(14.8	)

Profit / (Loss) before tax				24.7			158.7			(823.4	)		(978.9	)

Income taxes		6		(53.4	)		39.4			(7.7	)		54.1

Net profit / (loss)				(28.7	)		198.1			(831.1	)		(924.8	)
Earnings / (Loss) per share
Basic earnings / (loss) per share				(0.12	)		0.82			(3.45	)		(3.83	)
Diluted earnings / (loss) per share				(0.12	)		0.81			(3.45	)		(3.83	)

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

F-B-3

Interim Condensed Consolidated Statements of Comprehensive Income


			Three months ended September 30,						Nine months ended September 30,
			2025			2024			2025			2024
(in millions €)	Note		(unaudited)			(unaudited)			(unaudited)			(unaudited)
Net profit / (loss)				(28.7	)		198.1			(831.1	)		(924.8	)

Other comprehensive income
Other comprehensive income that may be reclassified to profit or loss in subsequent periods, net of tax
Exchange differences on translation of foreign operations				(7.4	)		(12.0	)		(101.5	)		11.7

Net other comprehensive income / (loss) that may be reclassified to profit or loss in subsequent periods				(7.4	)		(12.0	)		(101.5	)		11.7

Other comprehensive loss that will not be reclassified to profit or loss in subsequent periods, net of tax
Net gain / (loss) on equity instruments designated at fair value through other comprehensive income		8		(14.9	)		0.7			(22.1	)		(108.3	)

Net other comprehensive income / (loss) that will not be reclassified to profit or loss in subsequent periods				(14.9	)		0.7			(22.1	)		(108.3	)

Other comprehensive loss, net of tax				(22.3	)		(11.3	)		(123.6	)		(96.6	)

Comprehensive income / (loss), net of tax				(51.0	)		186.8			(954.7	)		(1,021.4	)

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

F-B-4

Interim Condensed Consolidated Statements of Financial Position


			September 30,
(in millions €)			2025			December 31,
Assets	Note		(unaudited)			2024
Non-current assets
Goodwill				357.7			380.6
Other intangible assets		7		1,389.8			790.4
Property, plant and equipment				1,039.7			935.3
Right-of-use assets				201.0			248.1
Contract assets				3.9			9.8
Other financial assets		8		2,476.0			1,254.0
Other non-financial assets				24.6			26.3
Deferred tax assets		6		17.7			81.7

Total non-current assets				5,510.4			3,726.2

Current assets
Inventories				225.7			283.3
Trade and other receivables		8		690.8			1,463.9
Contract assets				8.9			10.0
Other financial assets		8		4,434.7			7,021.7
Other non-financial assets				292.9			212.7
Income tax assets		6		84.8			50.0
Cash and cash equivalents		8		10,092.9			9,761.9

Total current assets				15,830.7			18,803.5

Total assets				21,341.1			22,529.7

Equity and liabilities
Equity
Share capital		9		248.6			248.6
Capital reserve				1,453.2			1,398.6
Treasury shares				(8.1	)		(8.6	)
Retained earnings				18,266.9			19,098.0
Other reserves				(1,483.3	)		(1,325.5	)

Total equity				18,477.3			19,411.1

Non-current liabilities
Lease liabilities, loans and borrowings		8		192.0			214.7
Other financial liabilities		8		96.4			46.9
Provisions		10		24.2			20.9
Contract liabilities				219.0			183.0
Other non-financial liabilities				85.5			87.5
Deferred tax liabilities		6		24.2			42.4

Total non-current liabilities				641.3			595.4

Current liabilities
Lease liabilities, loans and borrowings		8		53.4			39.5
Trade payables and other payables		8		399.8			426.7
Other financial liabilities		8		597.4			1,443.4
Income tax liabilities		6		6.3			4.5
Provisions		10		211.5			144.8
Contract liabilities				796.1			294.9
Other non-financial liabilities				158.0			169.4

Total current liabilities				2,222.5			2,523.2

Total liabilities				2,863.8			3,118.6

Total equity and liabilities				21,341.1			22,529.7

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

F-B-5

Interim Condensed Consolidated Statements of Changes in Stockholders’ Equity


		Equity attributable to equity holders of the parent
(in millions €)	Note	Share capital		Capital reserve		Treasury shares			Retained earnings			Other reserves			Total equity
As of January 1, 2024			248.6		1,229.4		(10.8	)		19,763.3			(984.6	)		20,245.9

Net loss			—		—		—			(924.8	)		—			(924.8	)
Other comprehensive loss			—		—		—			—			(96.6	)		(96.6	)

Total comprehensive loss			—		—		—			(924.8	)		(96.6	)		(1,021.4	)

Share-based payments			—		143.6		2.0			—			(255.6	)		(110.0	)

As of September 30, 2024			248.6		1,373.0		(8.8	)		18,838.5			(1,336.8	)		19,114.5

As of January 1, 2025			248.6		1,398.6		(8.6	)		19,098.0			(1,325.5	)		19,411.1

Net loss			—		—		—			(831.1	)		—			(831.1	)
Other comprehensive loss			—		—		—			—			(123.6	)		(123.6	)

Total comprehensive loss			—		—		—			(831.1	)		(123.6	)		(954.7	)

Share-based payments			—		54.6		0.5			—			(34.2	)		20.9

As of September 30, 2025			248.6		1,453.2		(8.1	)		18,266.9			(1,483.3	)		18,477.3

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

F-B-6

Interim Condensed Consolidated Statements of Cash Flows


	Three months ended September 30,						Nine months ended September 30,
	2025			2024			2025			2024
(in millions €)	(unaudited)			(unaudited)			(unaudited)			(unaudited)
Operating activities
Net profit / (loss)		(28.7	)		198.1			(831.1	)		(924.8	)
Income taxes		53.4			(39.4	)		7.7			(54.1	)

Profit / (Loss) before tax		24.7			158.7			(823.4	)		(978.9	)

Adjustments to reconcile loss before tax to net cash flows:
Depreciation, amortization and impairment of property, plant, equipment, intangible assets and right-of-use assets		124.2			44.4			218.0			132.6
Share-based payment expenses		27.9			40.9			82.1			77.4
Net foreign exchange differences		(24.1	)		(35.5	)		36.4			(77.4	)
(Gain) / Loss on disposal of property, plant and equipment		(1.3	)		—			(1.7	)		(0.2	)
Finance income excluding foreign exchange differences		(96.8	)		(156.2	)		(324.8	)		(498.8	)
Finance expense excluding foreign exchange differences		2.6			5.3			17.1			14.8
Government grants		(10.5	)		(14.6	)		(43.5	)		(26.8	)
Other non-cash (income) / loss		—			—			(15.0	)		—
Unrealized (gain) / loss on derivative instruments at fair value through profit or loss		15.7			(6.0	)		(12.9	)		0.7
Working capital adjustments:
Decrease / (Increase) in trade and other receivables, contract assets and other assets		881.7			(830.2	)		1,002.7			1,267.6
Decrease in inventories		5.1			37.0			61.7			54.6
(Decrease) / Increase in trade payables, other financial liabilities, other liabilities, contract liabilities, refund liabilities and provisions		(242.8	)		117.9			(299.2	)		590.7
Interest received and realized gains from cash and cash equivalents		83.5			73.1			275.2			353.3
Interest paid and realized losses from cash and cash equivalents		(2.4	)		(1.6	)		(8.2	)		(6.9	)
Income tax received / (paid), net		(9.6	)		1.6			(36.7	)		(190.8	)
Share-based payments		(4.2	)		(134.4	)		(19.3	)		(143.6	)
Government grants received		7.0			60.7			38.0			102.7

Net cash flows from / (used in) operating activities		780.7			(638.9	)		146.5			671.0

Investing activities
Purchase of property, plant and equipment		(35.9	)		(72.8	)		(111.9	)		(219.9	)
Proceeds from sale of property, plant and equipment		2.9			0.3			3.9			0.5
Purchase of intangible assets		(2.7	)		(10.2	)		(575.0	)		(141.3	)
Acquisition of subsidiaries and businesses, net of cash acquired		—			—			(78.5	)		—
Investment in other financial assets		(2,869.0	)		(2,958.2	)

SEC Form 425 filed by CureVac N.V.