Auditor change and AGM approvals at Pharming Group (Nasdaq: PHAR)

Rhea-AI Filing Summary

Pharming Group N.V. reported the results of its 2026 Annual General Meeting of Shareholders, where shareholders approved all proposals presented. KPMG Accountants N.V. was appointed as independent external auditor for the financial years 2026 through 2028, replacing Deloitte Accountants B.V. as of May 28, 2026.

Deloitte’s audit reports on the consolidated financial statements for the years ended December 31, 2025 and 2024 contained no adverse opinions, disclaimers, or qualifications, and the company reports no disagreements or reportable events with Deloitte, other than previously disclosed material weaknesses in internal control over financial reporting. Shareholders also approved amendments to the Board remuneration policy, and renewed authorizations for the Board to issue and repurchase shares.

Key Figures

New auditor term: Financial years 2026–2028 Prior audit years by Deloitte: 2024 and 2025 AGM date: May 28, 2026 +2 more

5 metrics

New auditor term Financial years 2026–2028 KPMG appointed as independent external auditor

Prior audit years by Deloitte 2024 and 2025 Reports contained no adverse opinions or qualifications

AGM date May 28, 2026 All proposals at the Annual General Meeting were approved

Share repurchase authorization Agenda item 6 Authorization to repurchase shares renewed by shareholders

Remuneration policy amendment Agenda item 4 Fees for Non-Executive Directors amended and approved

Key Terms

Annual General Meeting of Shareholders, independent external auditor, material weaknesses in internal control over financial reporting, reportable events, +1 more

5 terms

Annual General Meeting of Shareholders financial

"shareholders approved all proposals presented at its Annual General Meeting of Shareholders (AGM)"

independent external auditor financial

"KPMG Accountants N.V. was appointed as the Company’s independent external auditor for the financial years 2026 through 2028"

An independent external auditor is a neutral, third-party accounting professional or firm that examines a company’s financial records, statements, and internal controls to confirm they are accurate and comply with accounting rules. Like a referee verifying a game's score, their independent report gives investors confidence that reported results are reliable and helps reveal mistakes, misleading practices, or weaknesses that could affect the company’s financial health and investment risk.

material weaknesses in internal control over financial reporting financial

"other than the material weaknesses in internal control over financial reporting disclosed in Item 15 of the Company’s Annual Report on Form 20-F"

A material weakness in internal control over financial reporting is a significant flaw in a company’s processes that increases the likelihood its financial statements could be wrong or misleading. Think of it as a broken checkpoint in an airport security line: if it fails, errors or fraud can pass through undetected. Investors care because these weaknesses raise the risk that reported earnings, assets, or liabilities are inaccurate, which can affect valuation, trust, and investment decisions.

reportable events regulatory

"and (ii) no reportable events as defined in Item 16F(a)(1)(v) of Form 20-F"

Reportable events are significant incidents or changes a company is legally required to disclose to regulators and the public, such as major safety problems, legal actions, financial irregularities, or management changes. They matter to investors because these events can alter a company’s risk profile or future performance, much like a dashboard warning light signals a problem that could affect a car’s safety or reliability. Timely disclosure helps investors make informed decisions and maintain market fairness.

EU Market Abuse Regulation regulatory

"This press release relates to the disclosure of information that qualifies, or may have qualified, as inside information within the meaning of Article 7(1) of the EU Market Abuse Regulation"

A set of EU-wide rules that prevent cheating in financial markets by banning insider trading, market manipulation, and misleading disclosure; it also requires timely public release of key company information so everyone can play on a level field. For investors, it reduces the risk that prices are driven by secret deals or false signals, making markets fairer and more reliable for deciding when to buy or sell — like referees enforcing fair play in a game.

Form 6-K: How Foreign Companies Report to the SEC →

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the Month of May 2026

Commission File Number: 001-39822

Pharming Group N.V.

(Exact Name of Registrant as Specified in Its Charter)

Darwinweg 24

2333 CR Leiden

The Netherlands

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

INFORMATION CONTAINED IN THIS REPORT

Annual General Meeting of Shareholders

On May 28, 2026, Pharming Group N.V. (“Pharming” or the “Company”) issued a press release concerning the results of its Annual General Meeting of Shareholders (“AGM”) held today. The press release is furnished as Exhibit 99.1 to this report on Form 6-K.

Auditor Change from Deloitte to KPMG

Deloitte Accountants B.V. (“Deloitte”) was previously reappointed as external auditor to the Company on June 11, 2025, for a one-year term.

On recommendation of the Audit Committee of the Board of Directors of the Company, the Board of Directors proposed to the AGM that the AGM appoint KPMG Accountants N.V. (“KPMG”) as external auditor for the financial years 2026, 2027 and 2028. The AGM approved such proposal, and KPMG was therefore so appointed on May 28, 2026.

Deloitte was dismissed on May 28, 2026, as external auditor to the Company.

The reports of Deloitte on the consolidated financial statements of the Company as of December 31, 2025 and 2024, and for each of the three years in the period ended December 31, 2025, contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles.

During the fiscal years ended December 31, 2025 and 2024, and the subsequent period through May 28, 2026, there were (i) no “disagreements” (as that term is defined in Item 16F(a)(1)(iv) of Form 20-F) between the Company and Deloitte on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Deloitte, would have caused Deloitte to make reference to the subject matter of the disagreement in Deloitte’s reports on the consolidated financial statements of the Company for such years, and (ii) no reportable events as defined in Item 16F(a)(1)(v) of Form 20-F, other than the material weaknesses in internal control over financial reporting disclosed in Item 15 of the Company’s Annual Report on Form 20-F for the year ended December 31, 2024.

The Company provided Deloitte with a copy of the disclosures it is making in this report on Form 6-K and requested that Deloitte furnish it with a letter addressed to the U.S. Securities and Exchange Commission (the “SEC”) stating whether or not Deloitte agrees with the above disclosures and, if not, stating the respects in which Deloitte does not agree. A copy of Deloitte’s letter to the SEC, dated May 28, 2026, is furnished herewith as Exhibit 99.2 to this report on Form 6-K.

During the fiscal years ended December 31, 2025 and 2024, and the subsequent period through May 28, 2026, neither the Company nor anyone on its behalf consulted with KPMG regarding (i) the application of accounting principles to a specified transaction, either completed or proposed, (ii) the type of audit opinion that might be rendered on the Company’s financial statements and neither a written report nor oral advice was provided to the Company that KPMG concluded was an important factor considered by the Company in reaching a decision as to accounting, auditing or financial reporting issues, (iii) any matter that was the subject of a disagreement (as defined in Item 16F(a)(1)(iv) of Form 20-F and the related instructions), or (iv) any reportable event (as described in Item 16F(a)(1)(v) of Form 20-F).

EXHIBIT INDEX

Exhibit No.						Description
99.1						Pharming Group announces results of 2026 Annual General Meeting of Shareholders
99.2						Letter from Predecessor Auditor

SIGNATURE

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

			Pharming Group N.V.
			By:			/s/ Fabrice Chouraqui
						Name:			Fabrice Chouraqui
						Title:			CEO

Date: May 28, 2026

Exhibit 99.1

Pharming Group announces results of 2026 Annual General Meeting of Shareholders

Leiden, the Netherlands, May 28, 2026: Pharming Group (“Pharming” or “the Company”) (Euronext Amsterdam: PHARM / Nasdaq: PHAR) today announced that shareholders approved all proposals presented at its Annual General Meeting of Shareholders (AGM), held earlier today.

KPMG Accountants N.V. was appointed as the Company’s independent external auditor for the financial years 2026 through 2028 (agenda item 3). Shareholders also approved the proposals to amend the Remuneration policy for the Board of Directors regarding the fees to be paid to the Non-Executive Directors (agenda item 4), to renew the authorizations for the Board of Directors to issue shares (agenda item 5) and to repurchase shares (agenda item 6).

A recording of the webcast, the AGM presentation slides, voting results and additional information on the agenda items are available on the Company’s website under Investors/Shareholder Meetings.

About Pharming Group N.V.

Pharming Group N.V. (Euronext Amsterdam: PHARM/Nasdaq: PHAR) is a global biopharmaceutical company dedicated to transforming the lives of patients with rare, debilitating, and life-threatening diseases. We develop and commercialize a portfolio of innovative medicines, including small molecules and biologics. Pharming is headquartered in Leiden, the Netherlands, with U.S. and European operations.

For more information, visit www.pharming.com and find us on LinkedIn.

Inside Information

This press release relates to the disclosure of information that qualifies, or may have qualified, as inside information within the meaning of Article 7(1) of the EU Market Abuse Regulation.

For further public information, contact:

Investor Relations

Michael Levitan, VP Investor Relations and Capital Markets

T: +1 (908) 705 1696

E: investor@pharming.com

Media Relations

Global: Saskia Mehring, Head of Corporate Communications

T: +31 6 28 32 60 41

E: media.relations@pharming.com

U.S.: Christina Skrivan (Precision AQ on behalf of Pharming)

T: +1 (636)-352-7883

Netherlands: Leon Melens (LifeSpring Life Sciences Communication on behalf of Pharming)

T: +31 6 53 81 64 27

Exhibit 99.2

May 28, 2026

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-7561

Dear Sirs/Madams:

We have read the Form 6-K of Pharming Group N.V. dated May 28, 2026, and have the following comments:

1.We agree with the statements made in paragraphs 1, 3, 4, 5, and 6 of the section titled “Auditor Change from Deloitte to KPMG”.

2.We have no basis on which to agree or disagree with the statements made in paragraphs 2, and 7 of the section titled “Auditor Change from Deloitte to KPMG”, and outside of the aforementioned section.

Yours truly,

/s/ Deloitte Accountants B.V.

FAQ

What did Pharming Group (PHAR) announce from its 2026 AGM?

Pharming Group announced that shareholders approved all proposals at the 2026 AGM. These included appointing KPMG as auditor for 2026–2028, updating Board remuneration policy, and renewing authorizations to issue and repurchase shares, reflecting broad shareholder support for the Board’s agenda.

Which auditor will review Pharming Group (PHAR) from 2026 onward?

Shareholders appointed KPMG Accountants N.V. as Pharming Group’s independent external auditor for financial years 2026, 2027, and 2028. Deloitte was dismissed as auditor on May 28, 2026, after issuing unqualified reports on the 2024 and 2025 consolidated financial statements.

Were there any disagreements between Pharming Group and Deloitte as auditor?

The company states there were no disagreements with Deloitte over accounting principles, disclosure, or audit scope for 2024, 2025, or through May 28, 2026. It also reports no reportable events, other than material weaknesses previously disclosed in its 2024 Form 20-F.

What governance and capital-related proposals did Pharming Group (PHAR) shareholders approve?

Shareholders approved changes to the remuneration policy for Non-Executive Directors, renewing authorizations for the Board to issue shares and to repurchase shares. These approvals provide continued flexibility for Board compensation structures and future equity or buyback activity, subject to applicable limits.

Did Deloitte agree with Pharming Group’s description of the auditor change?

Deloitte sent a letter to the SEC stating it agrees with certain specified paragraphs in the auditor change section and has no basis to agree or disagree with others. This letter, dated May 28, 2026, is included as an exhibit to the report.

Did Pharming Group (PHAR) consult KPMG before appointing it as auditor?

The company reports that neither it nor anyone on its behalf consulted KPMG on applying accounting principles, expected audit opinions, disagreements, or reportable events during 2024, 2025, or through May 28, 2026, before KPMG’s appointment as external auditor.