Zymeworks SEC Filings

Zymeworks Inc. has entered into a $250 million non-recourse royalty-backed note financing with Royalty Pharma, using 30% of future worldwide tiered royalties on Ziihera (zanidatamab-hrii) from Jazz and BeOne as repayment collateral. The funding is structured through a special-purpose subsidiary that sold a 30% royalty interest and simultaneously borrowed $250 million under a term loan maturing on December 31, 2042.

The total amount payable under the loan is about $412.5 million if fully repaid on or before December 31, 2033, or approximately $481.3 million if repaid by final maturity, inclusive of interest, premiums, fees and other amounts. Zymeworks will retain 70% of Ziihera royalties during the repayment period, with full royalty rights reverting once Royalty Pharma’s capped return is reached, and it keeps all regulatory and commercial milestone payments, including up to $1.5 billion in potential remaining milestones tied to approvals and sales.

The loan is secured only by the subsidiary’s royalty assets and related equity interests, and Royalty Pharma has no recourse to other Zymeworks or Zymeworks BC assets under the agreement. The arrangements include customary covenants, restrictions on modifying key collaboration agreements for Ziihera, and events of default tied to termination of those agreements or a change of control of the company.

Zymeworks Inc. is a biotechnology company focused on royalty-driven asset aggregation and development of multifunctional biologics for cancer, inflammation, and autoimmune disease. Its strategy combines royalty growth, selective acquisitions, internal R&D and potential stock repurchases, supported by milestone and royalty streams from major partners.

Lead asset Ziihera (zanidatamab-hrii), a HER2-targeted bispecific antibody, has approvals for HER2-positive biliary tract cancer in the United States, China, Europe and Canada, with Jazz and BeOne holding territorial rights. Zymeworks has already received $53.0 million tied to BTC approval and is entitled to up to $440.0 million in near-term GEA approval milestones across the U.S., EU, Japan and China, plus $89.0 million for a third indication and tiered royalties up to 20% on substantial global sales tiers.

To monetize part of this stream, a subsidiary sold 30% of future Ziihera royalties under certain Jazz and BeOne agreements and borrowed $250.0 million from Royalty Pharma, with total repayment capped at approximately $481.3 million by December 31, 2042, or $412.5 million if repaid by December 31, 2033. Zymeworks retains 70% of Ziihera royalties and all milestones.

The company also highlights pasritamig, a KLK2-targeting T cell engager from a Johnson & Johnson collaboration now in multiple Phase 3 trials in castration-resistant prostate cancer, and an expanding wholly owned pipeline of ADCs (ZW191, ZW251, ZW220) and multispecific antibodies (ZW209, ZW1528) built on proprietary Azymetric, TOPO1i, EFECT and ProTECT platforms. As of February 26, 2026, Zymeworks had 73,749,607 common shares outstanding, and reported a non‑affiliate market value of approximately $649.5 million based on its most recent second fiscal quarter.

Zymeworks Inc. reported 2025 total revenue of $106.0 million, up 39% from 2024, and reduced its annual net loss by 34% to $81.1 million. Fourth-quarter revenue was $2.5 million with a net loss of $41.2 million.

The company ended 2025 with $270.6 million in cash, cash equivalents and marketable securities and has a new $250.0 million royalty-backed note from Royalty Pharma to support share repurchases, potential acquisitions and cash runway beyond 2028. Zymeworks has used $62.5 million of its current $125.0 million buyback authorization.

Management expects 2026 adjusted gross operating expenses to be about 20% lower than 2025’s $170.5 million (non-GAAP) and outlined multiple partnered milestones, including up to $440.0 million in potential regulatory milestones for Ziihera in gastroesophageal adenocarcinoma across major markets.

Zymeworks filed a Form 144 reporting a proposed sale of 31,641 shares of common stock on 02/17/2026, tied to the exercise of options and an exercise-and-sell-to-cover transaction.

The excerpt also lists prior sales by Leone Patterson of 6,832 shares on 01/12/2026 for $154,905.35 and 117,255 shares on 02/13/2026 for $2,706,749.60.

Zymeworks Inc. insider plans to sell up to 128,548 shares of common stock through Morgan Stanley Smith Barney on or about 02/13/2026 on Nasdaq, with an aggregate market value of $2,978,457.16. These shares relate mainly to an option exercise for 117,255 shares, vesting of 10,834 restricted stock units, and purchase of 459 shares under an employee stock purchase plan, all acquired in early 2026. Shares of common stock outstanding were 74,836,534 as of the time referenced, which serves as a baseline figure for the company’s capital structure.

Rubric Capital Management and David Rosen report a significant stake in Zymeworks Inc. They beneficially own 5,750,000 shares of Zymeworks common stock, representing 7.68% of the outstanding shares. This ownership is reported as being held in the ordinary course of business and not for the purpose of changing or influencing control of the company.

The percentage is based on 74,836,534 Zymeworks common shares outstanding as of November 4, 2025, as disclosed in the company’s Form 10-Q. Rubric Capital has shared voting and dispositive power over these shares, primarily through Rubric Capital Master Fund LP.

Morgan Stanley filed an amended Schedule 13G reporting its beneficial ownership of Zymeworks Inc. common stock. It reports beneficial ownership of 2,519,243 shares, representing 3.4% of the class as of 12/31/2025.

Morgan Stanley has shared voting power over 2,516,398 shares and shared dispositive power over 2,519,243 shares, with no sole voting or dispositive power. It states that it has ceased to be the beneficial owner of more than five percent of this class and that the securities are held in the ordinary course of business, not to change or influence control of Zymeworks.

Zymeworks Inc. insider holdings: SVP & Chief Medical Officer Mekan Sabeen filed an initial ownership report showing no directly owned common shares. Instead, the filing lists equity awards in the form of options and stock units.

Sabeen holds stock options for 192,000 common shares at an exercise price of $11.75 per share, expiring on April 20, 2035, from a grant on April 21, 2025, and options for 29,000 shares at $23.16 per share, expiring on January 11, 2036, from a grant on January 12, 2026. The filing also reports 19,000 restricted stock units that vest in four equal annual installments starting on the first anniversary of the January 12, 2026 grant.

In addition, Sabeen has performance stock units tied to total shareholder return goals, with a maximum of 32,000 shares potentially deliverable over a three-year performance period ending January 12, 2029. These PSUs can pay out at 50% to 200% of a 16,000-share target based on TSR performance and continued service.

Zymeworks Inc. executive Mark Hollywood, EVP & Chief Operating Officer, reported equity compensation activity on January 12, 2026. One third of previously granted restricted stock units vested, converting into 17,666 shares of common stock at no cost. To cover related tax withholding and fees under a mandatory “sell to cover” provision, 6,120 shares were sold at a weighted average price of $22.6735, leaving him with 132,913 common shares held directly.

He also received new awards: stock options for 70,000 shares at a $23.16 exercise price, 47,000 new RSUs, and 66,000 performance stock units. The options vest 25% after one year and the rest monthly over three years. The RSUs vest in four equal annual installments. The PSUs can deliver up to 66,000 shares based on cumulative total shareholder return goals over a three-year period ending January 12, 2029.