传奇生物美股招股说明书(2026-06-17版)

Legend Biotech Corporation is offeringAmerican Depositary Shares (“ADSs”) pursuant to this prospectus supplement and theaccompanying prospectus. Each ADS represents two ordinary shares, $0.0001 par value per share. Our ADSs are listed on The Nasdaq Global Select Market (“Nasdaq”) under the symbol “LEGN.” On June16, 2026, the last reported saleprice of our ADSs on Nasdaq was $33.38 per ADS. We are a “foreign private issuer” under applicable U.S. federal securities laws and are eligible for reduced public company reportingrequirements. See “Prospectus Supplement Summary—Implications of Being a Foreign Private Issuer” for additional information. Investing in the ADSs involves risks. See “Risk Factors” beginning on page S-9 of this prospectus supplement and in ourAnnual Report on Form 20-F for the fiscal year ended December31, 2025, as well as any amendment or update to ourrisk factors reflected in subsequent filings with the Securities and Exchange Commission. Neither the Securities and Exchange Commission nor any other state securities commission has approved or disapproved of thesesecurities or passed upon the accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Anyrepresentation to the contrary is a criminal offense. (1)See “Underwriters” for a description of the compensation payable to the underwriters. We have granted the underwriters the right to purchase up to an additionalunderwriting discounts and commissions. The underwriters expect to deliver the ADSs against payment in New York, New York on or about, 2026, which is the secondbusiness day following the first trading date of the ADSs (this settlement cycle being referred to as “T+2”). Under Rule 15c6-1 of theExchange Act, trades in the secondary market generally are required to settle in one business day, unless the parties to any such tradeexpressly agree otherwise. Accordingly, purchasers who wish to trade the ADSs on any day prior to the business day before delivery will berequired, by virtue of the fact that the ADSs initially will settle in T+2, to specify an alternate settlement cycle at the time of any such trade toprevent a failed settlement. Purchasers of ADSs who wish to make such trades should consult their own advisors. The information in this preliminary prospectus supplement and the accompanying prospectus is not complete and may be changed. This preliminaryprospectus supplement and the accompanying prospectus are not an offer to sell these securities and are not soliciting an offer to buy these securities inany jurisdiction where the offer or sale is not permitted.Joint Bookrunners DeutscheBankSecurities Table of Contents TABLE OF CONTENTS Prospectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENTMARKET, INDUSTRY AND OTHER DATASPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSPROSPECTUS SUPPLEMENT SUMMARYRISK FACTORSUSE OF PROCEEDSDIVIDEND POLICYDILUTIONUNDERWRITERSMATERIAL INCOME TAX CONSIDERATIONSLEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION OF DOCUMENTS BY REFERENCE ABOUT THIS PROSPECTUSCAUTIONARY STATEMENT FORWARD-LOOKING STATEMENTSPROSPECTUS SUMMARY RISK FACTORS DESCRIPTION OF SHARE CAPITAL AND ARTICLES OF ASSOCIATION SELLING SHAREHOLDERS PLAN OF DISTRIBUTION LEGAL MATTERS EXPERTS WHERE YOU CAN FIND MORE INFORMATION ABOUT US INCORPORATION OF DOCUMENTS BY REFERENCE Neither we nor any agent, underwriter or dealer has authorized any person to give any information or to make any representation other than thosecontained or incorporated by reference in this prospectus supplement, the accompanying prospectus or any related free writing prospectus prepared byor on behalf of us or to which we have referred you. This prospectus supplement, the accompanying prospectus or any related free writing prospectus donot constitute an offer to sell or the solicitation of an offer to buy any securities other than the registered securities to which they relate, or in anyjurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. If anyone provides you with different orinconsistent information, you should not rely on it. We and the underwriters take no responsibility for, and can provide no assurance as to the reliabilityof, any other information that others may give you. Table of Contents For investors outside the United States: We and the underwriters have not done anything that would permit the offering or possession ordistribution of this prospectus supplement and the accompanying prospectus in any jurisdiction where action for that purpose is required,other than in the United States. Persons outside the United States who come into possession of this prospectus supplement and theaccompanying prospectus must inform themselves about, and observe any restrictions relating to, the offering of the securities described hereinand the distribution of this prospectus supplement and the accompanying prospectus outside the United States. Tab