Form 10-K ☑ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2025OR☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 98-1231763(I.R.S. EmployerIdentification Number) Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90days. Yes☑No☐ (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes☑No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerginggrowth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of theExchange Act. (Check one): Large accelerated filerNon-accelerated filer If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control overfinancial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect thecorrection of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of theregistrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☑ The aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant based on the closing price of the common shares on theNasdaq Global Market on June 30, 2025 was $1.0billion. DOCUMENTS INCORPORATED BY REFERENCE Document Description Portions of the registrant’s definitive proxy statement to be filed with the U.S. Securities and Exchange Commission pursuant to Regulation 14A within 120 days afterregistrant’s fiscal year end of December31, 2025 are incorporated by reference into Part III of this Annual Report on Form 10-K. Table of Contents PART I. Item 1.BusinessItem 1A.Risk Factors PART II. Item 5.Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity SecuritiesItem 6.[Reserved]31Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations32 PART III. Item 10.Directors, Executive Officers and Corporate Governance41Item 11.Executive Compensation41 PART IV. Item 15.Exhibits and Financial Statement SchedulesItem 16.Form 10-K Summary SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K for the year ended December 31, 2025 (this “Annual Report”) contains “forward-lookingstatements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of theSecurities Exchange Act of 1934, as amended (the “Exchange Act”), which are subject to the safe harbor provisions created by thosesections, as well as “forward-looking information” as defined in applicable Canadian securities laws. Forward-looking statementscan be identified by words such as “intends,” “believes,” “anticipates,” “indicates,” “plans,” “expects,” “suggests,” “may,”“should,” “potential,” “designed to,” “will” and similar expressions that predict or indicate future events and trends that do notrelate to historical matters. You should not unduly rely on forward-looking statements because they involve known and unknown risks, These forward-looking statements include, but are not limited to, statements regarding: •our ability to grow net product sales of LUPKYNIS(voclosporin); •our ability to maintain an effective sales and marketing organization;•the potential market size for LUPKYNIS;•our ability to obtain an uninterrupted supply of commercial and clinical product from our contract manufacturers;•LUPKYNIS market exclusivity period as a result of the enforcement of regulatory exclusivity and the validity andenforceability of issued and pending patents covering LUPKYNIS;•our ability to comply with our obligations under our collaboration and licensing agreement and commercial