![IFC NEW IMAGE.jpg]()

#### Insidethisreport

|  |  |  |
| --- | --- | --- |
|  |  |  |
| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  |
| [Our purpose, strategy and culture](#ia0478a7d9608435797b09f6fdeba7f82_25) | | [1](#ia0478a7d9608435797b09f6fdeba7f82_28) |
| [Business model](#ia0478a7d9608435797b09f6fdeba7f82_31) | | [2](#ia0478a7d9608435797b09f6fdeba7f82_31) |
| [2025 performance and](#ia0478a7d9608435797b09f6fdeba7f82_34)  [key performance indicators](#ia0478a7d9608435797b09f6fdeba7f82_34) | | [4](#ia0478a7d9608435797b09f6fdeba7f82_34) |
| [Key approvals in 2025](#ia0478a7d9608435797b09f6fdeba7f82_4924) | | [6](#ia0478a7d9608435797b09f6fdeba7f82_4924) |
| [Chair’s statement](#ia0478a7d9608435797b09f6fdeba7f82_37) | | [8](#ia0478a7d9608435797b09f6fdeba7f82_37) |
| [CEO’s statement](#ia0478a7d9608435797b09f6fdeba7f82_43) | | [10](#ia0478a7d9608435797b09f6fdeba7f82_43) |
| [Our external environment](#ia0478a7d9608435797b09f6fdeba7f82_49) | | [11](#ia0478a7d9608435797b09f6fdeba7f82_49) |
| [Research and development](#ia0478a7d9608435797b09f6fdeba7f82_52) | | [14](#ia0478a7d9608435797b09f6fdeba7f82_52) |
| [Commercial operations](#ia0478a7d9608435797b09f6fdeba7f82_91) | | [35](#ia0478a7d9608435797b09f6fdeba7f82_91) |
| [Responsible business](#ia0478a7d9608435797b09f6fdeba7f82_115) | | [47](#ia0478a7d9608435797b09f6fdeba7f82_115) |
| [Our culture and people](#ia0478a7d9608435797b09f6fdeba7f82_148) | | [59](#ia0478a7d9608435797b09f6fdeba7f82_148) |
| [Risk management and](#ia0478a7d9608435797b09f6fdeba7f82_151)  [disclosure statements](#ia0478a7d9608435797b09f6fdeba7f82_151) | | [62](#ia0478a7d9608435797b09f6fdeba7f82_151) |
| [Group financial review](#ia0478a7d9608435797b09f6fdeba7f82_193) | | [79](#ia0478a7d9608435797b09f6fdeba7f82_193) |
|  |  |  |
| [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  |
| [The Board and](#ia0478a7d9608435797b09f6fdeba7f82_256)  Executive Committee | | [109](#ia0478a7d9608435797b09f6fdeba7f82_256) |
| [Chair’s governance statement](#ia0478a7d9608435797b09f6fdeba7f82_265) | | [115](#ia0478a7d9608435797b09f6fdeba7f82_265) |
| [Corporate governance architecture](#ia0478a7d9608435797b09f6fdeba7f82_268) | | [118](#ia0478a7d9608435797b09f6fdeba7f82_268) |
| [Board activities](#ia0478a7d9608435797b09f6fdeba7f82_274) | | [121](#ia0478a7d9608435797b09f6fdeba7f82_274) |
| [Board committee reports](#ia0478a7d9608435797b09f6fdeba7f82_289) | | [129](#ia0478a7d9608435797b09f6fdeba7f82_289) |
| [Remuneration report](#ia0478a7d9608435797b09f6fdeba7f82_5493) | | [140](#ia0478a7d9608435797b09f6fdeba7f82_5493) |
| [Directors’ report](#ia0478a7d9608435797b09f6fdeba7f82_334) | | [169](#ia0478a7d9608435797b09f6fdeba7f82_334) |
|  |  |  |

|  |  |  |
| --- | --- | --- |
|  |  |  |
| [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  |
| [Directors’ statement of responsibilities](#ia0478a7d9608435797b09f6fdeba7f82_343) | | [172](#ia0478a7d9608435797b09f6fdeba7f82_343) |
| [Independent auditor’s report](#ia0478a7d9608435797b09f6fdeba7f82_349) | | [174](#ia0478a7d9608435797b09f6fdeba7f82_349) |
| [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_355) | | [186](#ia0478a7d9608435797b09f6fdeba7f82_355) |
| [Notes to the financial statements](#ia0478a7d9608435797b09f6fdeba7f82_370) | | [190](#ia0478a7d9608435797b09f6fdeba7f82_370) |
| [Financial statements of GSK plc](#ia0478a7d9608435797b09f6fdeba7f82_544)  [prepared under UK GAAP](#ia0478a7d9608435797b09f6fdeba7f82_544) | | [274](#ia0478a7d9608435797b09f6fdeba7f82_544) |
|  |  |  |
| [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | |  |
| [Financial record](#ia0478a7d9608435797b09f6fdeba7f82_556) | | [280](#ia0478a7d9608435797b09f6fdeba7f82_556) |
| [Product development pipeline](#ia0478a7d9608435797b09f6fdeba7f82_568) | | [284](#ia0478a7d9608435797b09f6fdeba7f82_568) |
| [Principal risks and uncertainties](#ia0478a7d9608435797b09f6fdeba7f82_577) | | [289](#ia0478a7d9608435797b09f6fdeba7f82_577) |
| [Share capital and control](#ia0478a7d9608435797b09f6fdeba7f82_655) | | [305](#ia0478a7d9608435797b09f6fdeba7f82_655) |
| [Dividends](#ia0478a7d9608435797b09f6fdeba7f82_661) | | [307](#ia0478a7d9608435797b09f6fdeba7f82_661) |
| [Financial calendar 202](#ia0478a7d9608435797b09f6fdeba7f82_664)6 | | [308](#ia0478a7d9608435797b09f6fdeba7f82_664) |
| [Annual General Meeting 202](#ia0478a7d9608435797b09f6fdeba7f82_667)6 | | [308](#ia0478a7d9608435797b09f6fdeba7f82_667) |
| [Tax information for shareholders](#ia0478a7d9608435797b09f6fdeba7f82_670) | | [309](#ia0478a7d9608435797b09f6fdeba7f82_670) |
| [Shareholder services and contacts](#ia0478a7d9608435797b09f6fdeba7f82_682)  [US law and regulation](#ia0478a7d9608435797b09f6fdeba7f82_682) | | [311](#ia0478a7d9608435797b09f6fdeba7f82_676) |
| [Group companies](#ia0478a7d9608435797b09f6fdeba7f82_697) | | [316](#ia0478a7d9608435797b09f6fdeba7f82_697) |
| [Glossary of terms](#ia0478a7d9608435797b09f6fdeba7f82_700) | | [324](#ia0478a7d9608435797b09f6fdeba7f82_700) |
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![]()

|  |  |
| --- | --- |
|  |  |
| How to navigate this report | |
|  | Page reference for more  information within this  Annual Report |
|  | See gsk.com for more  information |
|  |  |
| Our supplements | |
|  | [Our Responsible Business](https://www.gsk.com/en-gb/responsibility/responsibility-reports/)  [Report is available on](https://www.gsk.com/en-gb/responsibility/responsibility-reports/)  [gsk.com](https://www.gsk.com/en-gb/responsibility/responsibility-reports/) |
|  |

Cover image: Multiple myeloma

cancer cells among red blood cells

and antibodies.

We focus our oncology innovation

on where we can make the most

meaningful difference. This includes

in multiple myeloma, a blood cancer

where new therapies are needed

as it commonly becomes resistant

to available treatments. In 2025,

we received major approvals for

Blenrep, including in the US,

Europe and Japan, for patients

with multiple myeloma.

Cautionary statement

See the inside back cover of this document for the cautionary statement

regarding forward-looking statements.

Non-IFRS measures

We use a number of adjusted, non-International Financial Reporting Standards (IFRS)

measures to report the performance of our business. Total reported results represent the

Group’s overall performance under IFRS. Core results and other non-IFRS measures may be

considered in addition to, but not as a substitute for or superior to, information presented

in accordance with IFRS. Core results and other non-IFRS measures are defined on pages

[84](#ib223b6a734e44aa5ae512482c7fbeea0_45552) and  [85](#i6659a48ec2a54076be2c65fe7ef293bb_0-0-1-1-842536) and reconciliations to the nearest IFRS measures are on pages [95](#ia0478a7d9608435797b09f6fdeba7f82_214) to [96](#ie208cea070bb42209fe77f998f6d0745_0-0-1-1-842536).

1

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|  | |  |  | |  |  | |  |  | | GSK Annual Report 2025 |
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![P1 NEW IMAGE.jpg]()

#### Our purpose

#### We unite science, technology and talent to get ahead of disease together

#### for health impact

#### + shareholder returns

#### + thriving people

#### Our strategy

#### We prevent and treat disease with

specialty medicines,

#### vaccines and general medicines.

#### We focus on the science of the immune system and advanced technologies, investing in four core therapeutic areas –

respiratory, immunology and inflammation; oncology; HIV;

and

#### infectious diseases

#### – to impact health at scale.

#### We operate responsibly for all our stakeholders.

|  |  |
| --- | --- |
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|  |  |
| Read about how our business model delivers our strategy on page [2](#ia0478a7d9608435797b09f6fdeba7f82_31) |
|  |

#### Our culture

#### We are ambitious for patients, accountable for impact and we do the right thing.

|  |  |
| --- | --- |
|  |  |
|  |  |
| Read about our culture and people on page [59](#ia0478a7d9608435797b09f6fdeba7f82_148) |
|  |

2

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |
| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Business model | | | | | | | | | | | |

As a focused biopharma company, we discover, develop and deliver medicines

and vaccines to create value for patients and shareholders. We aim to positively

impact the health of 2.5 billion people by the end of the decade.

|  |
| --- |
|  |
|  |

#### Central to our success

#### are our people: experts

#### in science, technology, manufacturing and commercialisation...

66,800

GSK people across

70 countries worldwide

33

manufacturing sites

£6.6bn

R&D investment(1) in 2025

18,000

suppliers working directly

with GSK

#### ...whoareidentifying, researching, developing and delivering...

#### SpecialtyMedicines

Our specialty medicines prevent

and treat diseases,  from asthma,

cancer and HIV to autoimmune

diseases like lupus. Many are first

or best-in-class.

|  |  |
| --- | --- |
|  |  |
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| Read more on page [37](#ia0478a7d9608435797b09f6fdeba7f82_100) |
|  |

#### General Medicines

Our broad portfolio of general

medicines, from inhalers for asthma

and COPD to antibiotics, improve life

for millions of people around the world.

Many are market leaders.

|  |  |
| --- | --- |
|  |  |
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| Read more on page [42](#ia0478a7d9608435797b09f6fdeba7f82_109) |
|  |

#### Vaccines

We have one of the broadest

portfolios of vaccines in the

industry, targeting infectious

diseases at every stage of

life, helping to protect people

from meningitis, shingles, RSV,

hepatitis and many more.

|  |  |
| --- | --- |
|  |  |
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| Read more on page [39](#ia0478a7d9608435797b09f6fdeba7f82_106) |
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#### ...products that prevent

#### and change the course

#### of disease in our four core

#### therapeutic areas...

#### Respiratory, immunology and inflammation

We’re harnessing our deep knowledge

of inflammatory mechanisms and

the science of the immune system

to redefine the future of respiratory

medicine and target lung, liver and

kidney disease.

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| --- | --- |
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| Read more on page [17](#ia0478a7d9608435797b09f6fdeba7f82_64) |
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#### HIV

For nearly four decades we’ve led the

way in HIV innovation, pioneering

medicines that continue to transform

the lives of people impacted by HIV.

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| --- | --- |
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| Read more on page [25](#ia0478a7d9608435797b09f6fdeba7f82_76) |
|  |

#### Oncology

We focus on where we can make the

most meaningful difference, applying

our understanding of the underlying

drivers of disease to help match the

right patients with the right treatment

to improve survival and quality of life.

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| --- | --- |
|  |  |
|  |  |
| Read more on page [21](#ia0478a7d9608435797b09f6fdeba7f82_70) |
|  |

#### Infectious diseases

We focus on developing prevention

and treatment options for infectious

diseases that impact people across

their lifespan.

|  |  |
| --- | --- |
|  |  |
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| Read more on page [28](#ia0478a7d9608435797b09f6fdeba7f82_79) |
|  |

(1) Excluding adjusting items. Refer to total to

core reconciliation on page [95](#ia0478a7d9608435797b09f6fdeba7f82_214)

3

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
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|  |  |  |  |  |  |  |  |  |  |  |  |
| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Business model continued | | | | | | | | | | | |

#### …using

#### advanced technologies…

#### Pipeline

At every step of the R&D

process, we are using data

tech, including AI, and

platform technologies to

be faster, more effective

and more predictive in

discovering and developing

innovative medicines and

vaccines.

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| --- | --- |
|  |  |
|  | Read how technology  enables our R&D on page [32](#ia0478a7d9608435797b09f6fdeba7f82_85) |

#### Performance

We use technology to

reach people and patients

better and faster through

smart manufacturing;

helping patients and

their carers to manage

their conditions; and

empowering our people

to do their best work.

#### Partnership

We collaborate in new

ways across the technology

and biotech industries

and academia, so that

we can work with the latest

advances in expertise and

technology to get ahead

of disease together.

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#### ...operating responsibly for all our stakeholders...

Being a responsible business is vital to our strategy and long-term performance.

It helps us build and sustain trust with our stakeholders, reduce risk, support our people

to thrive and deliver positive health impact at scale. We focus on issues that matter to

our stakeholders, society and business success.

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| --- | --- |
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|  | Read more in Responsible Business on page [47](#ia0478a7d9608435797b09f6fdeba7f82_115) |
|  | |
|  |

#### … creating value for...

#### Patients

>2bn

packs of medicines and

vaccine doses supplied

#### Shareholders

66p

per share dividend

#### The economy

£1.2bn

corporate income tax paid;

in addition we pay duties,

levies, transactional and

employment taxes

#### ...and enabling reinvestment to develop new specialty medicines and vaccines

The returns we make set us up to reinvest in discovering and developing new medicines

and vaccines that are, based on clinical merit, better than what are available to patients

today. We do this through our own R&D and business development and partnerships.

Meeting patient need and helping people to live healthier lives eases pressure on

health systems and supports economic prosperity.

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| --- | --- | --- |
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|  | Our strategy is supported by a robust framework for  monitoring and managing risk, described on page [63](#ia0478a7d9608435797b09f6fdeba7f82_157) |  |

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4

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|  |  |  |  |  |  |  |  |  |  |  |  |
| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
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| 2025 performance and KPIs | | | | | | | | | | | |

#### Financial

We delivered another year of strong performance with growth in sales, core operating profit and

earnings driven by Specialty Medicines.

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Group turnover (£bn) |  |  | Turnover by product groups (£bn) |  |

|  |  |
| --- | --- |
|  |  |
| £32.7bn | AER  +4%  CER +7% |

S

|  |  |
| --- | --- |
|  |  |
| Specialty Medicines (S) | |
| £13.5bn  AER +14% CER +17% | |
| Vaccines (V) | |
| £9.2bn  AER –% CER +2% | |
| General Medicines (G) | |
| £10.0bn  AER -4%  CER -1% | |

G

![1]()

V

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Total operating profit (£bn) |  |  | Core operating profit (£bn) |  |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| £7.9bn | AER  +97%  CER >100% |  | £9.8bn | AER  +7% CER +11% |

![50]()

![66]()

1

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Total earnings per share (p) |  |  | Core earnings per share (p) |  |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| 141.1p | AER  >100%  CER >100% |  | 172.0p | AER  +8% CER +12% |

![82]()

![98]()

1

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Cash generated from operations (£bn) |  |  | Free cash flow (£bn) |  |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| £8.9bn |  |  | £4.0bn |  |

![114]()

![130]()

We use a number of adjusted, non-IFRS, measures to report the performance of our business. Core results and other non-IFRS measures may be considered

in addition to, but not as a substitute for or superior to, information presented in accordance with IFRS. Core results and other non-IFRS measures are defined

on pages [84](#ib223b6a734e44aa5ae512482c7fbeea0_45552) and [85](#i6659a48ec2a54076be2c65fe7ef293bb_0-0-1-1-842536). AER – actual exchange rate; CER – constant exchange rate.

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  | Key performance indicator |  | Linked to executive remuneration. See pages [147](#i0d113bca01694ba596ba7035ad147b09_0-0-1-1-988953) to [149](#ia0cc8cec7d394b76a7d739655813b506_0-0-1-1-1042322) for more details |
| (1) | Total operating profit and EPS were lower in 2024 primarily due to a charge of £1.8 billion for the Zantac settlement | | |

5

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|  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |
| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| 2025 performance continued | | | | | | | | | | | |

#### Research

#### anddevelopment

#### We continued to strengthen our late-stage pipeline with organic R&D delivery and targeted

#### business development, supporting future growth.

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
| £8bn | |  | 5 |  | 17 |
| innovation sales        of products  launched, or with major lifecycle  innovation expansion, in the last  five years | |  | major US Food and Drug  Administration (FDA) approvals  in 2025 |  | assets in phase III/registration |
| 7 | |  | 58 |  | 14 |
| pivotal trial starts | |  | assets in the pipeline |  | new partnerships and acquisitions1 |

The pipeline value and progress            are not reported externally because of their commercial sensitivity.

|  |  |
| --- | --- |
|  |  |
|  | Read more about our R&D on pages [14](#ia0478a7d9608435797b09f6fdeba7f82_52) to [34](#ia0478a7d9608435797b09f6fdeba7f82_88) |

|  |
| --- |
|  |
| Responsible business |

We are committed to getting ahead of issues that matter for society and for the long-term

performance of our company. Our Responsible Business Performance Rating          tracks progress

across our six focus areas: access; global health and health security; environment; inclusion; ethical

standards; and product governance.

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| 92% |  | 99m |  | 14% |
| of our Responsible Business  Performance Rating metrics  ‘met’ or ‘exceeded’ in 2025 |  | doses of critical vaccines  delivered to Gavi to help protect  vulnerable populations in lower  income countries in 2025 |  | reduction in operational  carbon emissions since 2024  (Scope 1 & 2) |

|  |  |
| --- | --- |
|  |  |
|  | Read more about our performance across our six  focus areas on pages [47](#ia0478a7d9608435797b09f6fdeba7f82_115) to [58](#iec1f3e8d2f6a4fc3aea1e3b6b8007629_38180) |

|  |
| --- |
|  |
| Culture |

We measure progress on embedding our culture      through our employee surveys. For the past three

years, our employee engagement scores have consistently been higher than 80% and remain above

industry benchmarks.2,3

|  |  |
| --- | --- |
|  |  |
|  | Read more about our culture and people on page [59](#ia0478a7d9608435797b09f6fdeba7f82_148) |

(1) Includes three acquisitions and partnerships announced in early 2026: Noetik, RAPT Therapeutics and Alteogen

(2) Korn Ferry’s general industry benchmark

(3) For more information on how we tracked employee engagement in 2025, see page [59](#ia0478a7d9608435797b09f6fdeba7f82_148)

6

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| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
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| 5 key approvals in 2025 | | | | | | | | | | | |

We achievedfive major product approvalsin 2025. Our deep understanding

of the science of the immune system, combined with advanced technologies,

#### is delivering innovative medicines and vaccines that can help transform people’s lives.

Severe asthma:

#### Exdensur

Respiratory diseases such as severe asthma pose

significant challenges to millions of patients

worldwide. In 2025, Exdensur was approved in

the US for the treatment of severe asthma with

an eosinophilic phenotype. Its ultra-long-acting

profile and twice-yearly dosing offers patients

sustained protection from exacerbations and

could help reduce hospital stays and limit

cumulative lung damage. It is also approved for

patients with chronic rhinosinusitis with nasal

polyps (CRSwNP) in several other markets.

|  |  |
| --- | --- |
|  |  |
|  |  |
|  | Read more on page [17](#ie49f6fde69f545549e493cc61005c300_106024) |

Lungs

Multiple myeloma:

#### Blenrep

Multiple myeloma is a complex blood cancer that

is generally considered treatable but not curable,

with nearly all patients experiencing relapse as the

disease becomes resistant to available treatments.

Blenrep, in combination, was approved by the US

FDA in October 2025 after two or more lines of

therapy, and in other markets, following one or

more prior treatment lines. As the only anti-BCMA

antibody drug conjugate (ADC) that is accessible

across healthcare settings, including in community

centres where 70% of patients receive care,

Blenrep could fulfil a major patient need.

|  |  |
| --- | --- |
|  |  |
|  |  |
|  | Read more on page [21](#i56fcee06705a4d8488a9c04ddfbbfeb5_81274) |

Multiple myeloma cancer cells among

red blood cells and antibodies

7

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| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| 5 key approvals in 2025  continued | | | | | | | | | | | |

IMultiple myeloma cancer cells

COPD:

#### Nucala

Many chronic obstructive pulmonary disease

(COPD) patients experience persistent symptoms

and exacerbations – acute episodes of worsening

symptoms – which can result in hospitalisation

and irreversible lung damage. In May, Nucala was

approved by the US FDA for use in adults with

COPD characterised by an eosinophilic phenotype,

providing an important option for COPD patients.

The approval was based on data which included a

reduction of exacerbations leading to hospitalisation

and/or emergency department visits.

|  |  |
| --- | --- |
|  |  |
|  |  |
|  | Read more on page [18](#ie49f6fde69f545549e493cc61005c300_64648) |

Eosinophils among red blood cells

uUTI and uncomplicated gonorrhoea:

#### Blujepa

More than half of all women experience an

uncomplicated urinary tract infection (uUTI) in

their lifetime. In 2025, Blujepa was approved in

the US as an oral treatment for uUTI. It was also

approved in the US for uncomplicated gonorrhoea

which affects both men and women, and can

lead to infertility and other reproductive health

complications. Blujepa is the first in a new class

of oral antibiotics for these conditions in nearly

30 years.

|  |  |
| --- | --- |
|  |  |
|  |  |
|  | Read more on page [30](#i712139c127a74bca9c8833d86bbb5a7c_46562) |

E.coli bacteria

Invasive meningococcal disease:

#### Penmenvy

Invasive meningococcal disease (IMD) is a rare

but devastating illness that can progress rapidly

and lead to death or long-term, life-changing

consequences. Penmenvy, our new 5-in-1 vaccine

for IMD, was approved in the US in 2025 and is

now part of the adolescent meningococcal

immunisation schedule. By reducing the number of

injections needed for protection, Penmenvy could

increase immunisation rates and help protect

more young people from this serious disease.

|  |  |
| --- | --- |
|  |  |
|  |  |
|  | Read more on page [28](#i712139c127a74bca9c8833d86bbb5a7c_46561) |

Meningococcal serogroups ABCWY

8

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| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
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| Chair’s statement | | | | | | | | | | | |

As 2025 drew to a close, GSK turned

the page on a significant chapter.

Having led an extensive

transformation of GSK, Emma

Walmsley stepped down as CEO at

the end of December and handed

over to Luke Miels, previously our

Chief Commercial Officer.

The Board and I are grateful to Emma

for her outstanding leadership; and

we look forward to the even brighter

future we have ahead with Luke, as

he builds on the momentum we have

and leads GSK into the next phase of

its transformation.

Strategic progress

GSK has a long and proud heritage,

but a decade ago it quite clearly

wasn’t fulfilling its potential for

patients or shareholders. When

Emma became CEO in 2017, she

seized the opportunity to reinvigorate

the company’s performance and

restore its leadership in science –

including of course through the

demerger of Haleon in 2022 to

create a focused biopharma

company with a re-set balance

sheet to invest in innovation.

On almost every measure, GSK is

now a changed company – with a

confident, ambitious purpose; clear

strategic priorities; a stronger pipeline

and more balanced portfolio; a

sharper focus on capital allocation;

and a reformed culture where talented

people can focus on what matters

most and be accountable for delivery.

At the same time, GSK has kept

what makes the company special

– a distinctive focus on people

and patients, a truly global reach

and a deep commitment to doing

the right thing.

2025 performance

GSK’s performance in 2025

exemplified the strengthening of

all the fundamentals of the strategy:

total sales, core operating profit and

core earnings per share all grew,

driven in particular by very strong

performance of Speciality Medicines,

with double-digit sales growth in

respiratory, immunology and

inflammation (RI&I), oncology

and HIV. Indeed the fourth quarter

of 2025 marked the 19th consecutive

quarter of sales growth(1) for GSK,

demonstrating the consistent new

standard to which the company

is now operating.

Alongside strong financial performance,

there was also excellent progress in

R&D with five major product approvals

achieved. These mark the start of a

series of major launches expected

before 2031.

The pipeline has also been

significantly strengthened through

internal and externally acquired assets,

particularly in RI&I and oncology and

we continue to invest significantly

in the transformational capability

afforded by AI/ML.

The Board also remains committed

to the company’s long-standing

proactive approach to operating

responsibly, evident in 92% of

Responsible Business Performance

Rating metrics being ‘met’ or

‘exceeded’ in 2025 – see page [48](#i2ac462a666fc429db5fa6160827bb5d2_0-0-1-1-1041101).

Leadership transition

Positioning GSK for the next phase

of growth was front of mind as we

embarked on seamlessly selecting

and transitioning to GSK’s next CEO.

At the outset the Board thought

deeply about its ambitions for the

company in its next chapter and the

skills and attributes that we wanted

in a CEO. Central to this was what

was needed to deliver increased

value recognition for the company.

As such, we sought an individual

with ambition and excellent global

biopharma pipeline development and

commercialisation experience; and an

understanding of the levers available

within GSK to drive delivery and

generate new options for growth.

Guided by these criteria, our search

was rigorous, including internal and

external candidates and it is worth

noting that Emma’s recruitment

of outstanding talent and their

development strengthened this

![Chairman_Image_New.jpg]()

process immeasurably.

In Luke, we have selected the

outstanding candidate. His experience

and demonstrated contribution to

GSK, including building the Specialty

Medicines portfolio, make him

exceptionally well qualified to lead

the company. Luke believes in creating

value by delivering the best possible

outcomes for patients, founded on

deep scientific expertise and courage

coupled with operational excellence.

On the following pages, you’ll hear

more from Luke on his perspective

and ambitions for the company.

(1) At CER and excluding COVID-19 pandemic

sales

9

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| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
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| Chair’s statement continued | | | | | | | | | | | |

While succession was a key focus

for the Board during the year, other

priorities including remuneration

were important. We were pleased

with strong shareholder support for

the updated Remuneration Policy

at the 2025 AGM that enabled us to

approach succession with confidence

in attracting the right candidates.

The new policy locks in incentives

for management to outperform and

aligns management compensation

even more with shareholder

experience.

Next phase of transformation

As Luke steps into his new role, there

are three key priorities for him, his

management team, and the Board

to deliver the next phase of GSK’s

transformation.

First, leading management to fulfil

GSK’s ambitious 2031 revenue outlook1

and deliver sustained shareholder

value creation. This primarily means

executing excellent launches of newly

approved products, including in

cancer and respiratory disease, and

opportunities in the late-stage pipeline

before the end of the decade.

Second, that GSK can drive the

next wave of innovation and growth

beyond 2031, including through

deploying capital to targeted business

development to further strengthen

the pipeline. GSK has cultivated a

deep expertise in the science of the

immune system and is taking this

further to target an emerging portfolio

of potentially differentiated medicines

that can outperform the competition

including in lung, liver and kidney

disease as well as cancer. If the next

wave of innovation coming through

the pipeline is realised, there is a clear

pathway to deliver patient benefit,

at scale, and drive competitive

growth beyond 2031.

Third, the Board is acutely aware

that these priorities can only be

fulfilled through ambitious adoption

of technology. This is an area where

GSK has already made significant

strides. In October, the Board spent

two days getting hands-on with the

tech tools that are transforming how

GSK works, from development to

manufacturing and marketing.

There remains profound potential

for advanced technologies, including

AI, to bring medicines and vaccines

to patients with more precision, pace

and probability of success. The focus

now should be on embedding these

technologies at scale to ensure GSK

remains competitive and invests time,

resources and capabilities in the

right areas.

External environment

The current geopolitical operating

landscape is undeniably dynamic

and requires agile leadership to

respond to these challenges and at

the same time stay focused on clear

business priorities and longer-term

fundamentals. The Board is pleased

by the way GSK has navigated the

pressures in the external environment

this year, including in our largest

market the United States. This has

involved diligently working to ensure

that innovation is both fairly rewarded

and accessible to the patients who

need it, as seen in the pricing

agreement which Emma and her

team reached with the US

Administration in December.

The Board continues to believe that

GSK’s business model, with its R&D

focus and investment in technology

capabilities, is well set to meet

societal needs now and in the future.

The convergence of increasing

demand on health systems and

advances in technology is creating an

unprecedented need and opportunity

to move towards new models of care

that strengthen access to innovative

medicines and vaccines and enable

earlier action to keep people well.

By delivering this innovation, GSK can

create sustained value for patients,

shareholders, healthcare systems,

economies and society at large.

Shareholder returns

Robust performance in 2025

coincided with a significant rise

in the value of GSK’s shares and

improved shareholder returns,

including payment of a dividend

of 66p, up from 61p in 2024. This is

welcome and reflects more tangible

market appreciation of the value in

our pipeline and consistent delivery

of our outlooks.

However, the Board is very aware that

GSK’s share price has underperformed

for many years and this marks only

the start of a long-awaited recovery.

Under Luke’s leadership we are

determined to build on the progress

seen during 2025 and continue to

deliver significantly improved

shareholder returns over the short

and longer term.

Conclusion

On behalf of the Board, and everyone

at GSK, we wish Emma all the very best

as she embarks on new adventures –

and thank her once again for all she

delivered at GSK. I would also like to

thank the Board for their work this

year, particularly in delivering the

successful CEO transition. Jesse

Goodman stepped down from the

Board at the 2025 AGM and we wish

him well in his next endeavours; and

we welcome Dr Gavin Screaton, Head

of Medical Sciences at the University

of Oxford, who joined the Board in

May 2025.

GSK’s transformation is also enabled

by the tens of thousands of people

working around the world, who strive

every day to bring medicines and

vaccines to the people who need

them. Many thanks to you, as well

as our partners and shareholders,

for your continued commitment.

Together, with Luke, we look forward

to delivering even greater impact for

patients, shareholders and our people

in 2026.

Sir Jonathan Symonds

Chair

(1) See assumptions and basis of preparation

related to 2026 Guidance, 2021-26 and 2031

Outlooks on the inside back cover

10

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| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| CEO’s statement | | | | | | | | | | | |

It is a privilege to lead GSK into its

next phase of growth as CEO and

I am encouraged by the collective

determination to realise new levels

of performance for patients and

shareholders.

Strong 2025 performance1

GSK delivered another strong

performance in 2025, with sales up

7% to more than £32 billion. Core

operating profit grew 11% and core

earnings per share rose 12%. Cash

generation was strong at £8.9 billion,

supporting future investment and

returns to shareholders, including

the dividend of 66 pence.

Growth was driven by a 17% increase

in sales of Specialty Medicines with

double-digit growth in oncology;

respiratory, immunology and

inflammation; and HIV. Vaccines

sales increased by 2%, while

General Medicines sales fell by 1%.

Good R&D progress also continued,

with five major product approvals

and several acquisitions and new

partnerships to strengthen the

pipeline further.

We also maintained our high

standards for being a responsible

business.

Looking ahead to 2026, we expect

momentum to continue with another

year of profitable growth.

Key focus areas to drive value

We have a clear strategy to develop

a high-quality portfolio of specialty

medicines and vaccines. The priority

now is delivery and overall operational

execution.

There are three areas where we

are focused to drive value in 2026.

First, drive topline growth by

maximising launch products –

not least Exdensur, our new ultra-

long-acting biologic for asthma

and Blenrep, for multiple myeloma.

Second, accelerate key assets in our

late-stage portfolio like our oncology

ADCs; and in our earlier portfolio, like

our long-acting TSLP for COPD and

regimen selection for our 6-monthly

treatment for HIV.

And third, continue to execute

business development where we see

a clear pathway to value creation.

Our acquisition of IDRx in 2025, and

more recently RAPT Therapeutics,

are examples of this.

Underpinning this will be a drive to

simplify how we work – with greater

pace, accountability and focus.

This starts with matching our best

people and resources to the best

opportunities to create value.

We’ll also have an increased focus

on leveraging the practical use of

technology, including AI.

Evolving GSK to create value

for shareholders

Looking forward, I see two clear

priorities to create value for

shareholders.

The first is topline. This means

delivering our sales ambition for

2031 and addressing the loss of

dolutegravir exclusivity.

Second is pipeline. Accelerating R&D

is our biggest opportunity to create

value as a company. We need to go

faster with what we have and add to it

through smart business development.

We also need our labs to produce

more competitive products.

To achieve this, we need to evolve

the company.

Building on our strong patient-led

purpose and culture, we must be

more product-centric. Everyone in

the company should be clear on

how they are helping to bring better

products to patients.

And to accelerate the pipeline, we

need to have more scientific courage

and be more agile to capitalise on

opportunities when we see them.

Conclusion

Thank you to all our people and

partners who have driven our strong

performance in 2025.

For the long term, we know what

we need to do to create value for

shareholders and patients. The focus

is now on evolving GSK to do it.

When we succeed, the result is

![R6AC6982.jpg Print - CMYK 300 dpi_RGB.jpg]()

better outcomes for patients and

a stronger company.

Luke Miels

Chief Executive Officer

(1)

(1) % change growth at CER unless

otherwise stated

11

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| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
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| Our external environment | | | | | | | | | | | |

In a dynamic and challenging operating landscape, our purpose and strategy

keep us focused on delivering for patients and shareholders. Here, we set out

three major themes shaping our environment and how we’re responding.

|  |
| --- |
|  |
|  |
| Sharper focus on affordability, innovation and supply |

All businesses are adjusting to a more volatile and

fragmented landscape. Political shifts are reordering policy

priorities and reshaping relationships and institutions

established over decades. In 2025, this was particularly

evident in trade policy, where uncertainty over tariffs

dominated the agenda. Combined with a continued

emphasis on pricing and access to medicines, this put

a sharper focus on the biopharma industry.

Rising healthcare costs and attention to domestic supply

chains are driving policy reforms to balance affordability,

innovation and supply. While medicines comprise a

relatively small proportion of overall health budgets,

governments continue to concentrate on reducing drug

costs. The US Administration is seeking to lower the

nation’s drug prices by tying them to international pricing,

as well as providing direct-to-patient purchasing channels.

This has added to the pricing pressure that has intensified

in the US over the past decade.

In the UK and Europe, there are continued questions over

how health systems are valuing the benefits that innovation

brings to patients, and incentivising it appropriately.

This comes alongside a growing recognition that pricing

mechanisms and relative spend compared to the US are

a factor in bilateral trade relations. In December 2025,

the UK and the US agreed to maintain a zero tariff on

pharmaceutical products manufactured in the UK for

a three-year period.

As part of a move to strengthen national manufacturing

bases and medicine supply, domestic supply chains are

being prioritised in regions including the EU and the US,

where the Administration’s potential tariffs on

pharmaceutical imports aim to bring drug production

back to the US. This is partly in response to perceptions

that the US drug supply chain is overly reliant on China.

Factors including regulatory reforms in China over the past

decade have advanced the country’s biopharma innovation

and leadership in international science. In 2025, the share of

drug licensing deals involving Chinese assets was anticipated

to reach almost 40%, compared to fewer than 5% in 2020.1

Even as pricing pressure intensifies, governments continue

to look to the biopharma industry as a strategic driver of

innovation and economic renewal. As well as the US seeking

to incentivise domestic research and production, both the EU

and UK published life science strategies aimed at spurring

growth in the sector. This highlights the potential for the

biopharma industry to be a partner for growth, providing

solutions that help prevent and change the course of disease

and bring value to individuals, health systems and societies.

|  |
| --- |
|  |
|  |
| Chronic illness influencing industry and public policy priorities  while infectious diseases pose a continuing threat |

One of the factors contributing to rising healthcare costs

is chronic disease. In the US alone, 90% of the nation’s

$4.9 trillion in annual healthcare expenditures are for

people with chronic and mental health conditions.2

Over the next decade, the impact of chronic disease on

individuals, health systems and economies is expected

to increase. Cancer, chronic respiratory diseases and

neurological illnesses are projected to be among the

top ten disease burdens worldwide by 2032, due in part

to ageing populations and increasing obesity rates.3

Biopharma innovation is increasingly focused on disease

areas with potentially large populations and opportunity for

health impact, including metabolic diseases, cardiovascular

disease and neurology. Oncology remains an enduring

priority as cancer rates continue to accelerate. It’s the

fastest-growing disease burden and early onset cancers

are becoming more common. New modalities, including

next-generation antibody drug conjugates (ADCs), offer

potential for more precise, targeted treatments to improve

survival rates and overall quality of life. Oncology and

immunology are expected to be the fastest-growing fields,

after GLP-1s, over the rest of the decade.4

12

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|  |  |  |  |  |  |  |  |  |  |  |  |
| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Our external environment continued | | | | | | | | | | | |

Living with a chronic illness can also put people at higher

risk of infectious diseases. While there have been significant

strides in innovation to get ahead of infectious diseases,

they continue to threaten the health of individuals and

communities. Factors such as changes to global health

financing and vaccine hesitancy can pose a risk to

immunisation efforts. In 2025, the World Health

Organization (WHO), UNICEF and Gavi warned that

outbreaks of vaccine-preventable diseases such as measles

and meningitis were increasing globally.5 Infections could

also become more difficult to manage due to antimicrobial

resistance (AMR). According to the 2025 WHO GLASS

report, in 2023 around one in six laboratory-confirmed

bacterial infections were caused by bacteria resistant

to antibiotics.6

Rising rates of chronic ill health are increasing the strain

on health systems and limiting productivity by keeping

people out of work. Policymakers are turning their attention

to preventing chronic disease and intervening earlier

to improve outcomes and contain healthcare costs.

Addressing chronic disease is a major focus of the US

Administration. Prevention is also a key pillar of the UK

Government’s health policy agenda.

As countries contend with increasing rates of chronic

illness, as well as the ongoing impact of infectious diseases,

there is a clear opportunity to shift towards preventative,

pre-emptive healthcare to support future health system

sustainability and economic growth.

|  |
| --- |
|  |
|  |
| Tech transformation depends on talent and trust |

Geopolitical unrest in 2025 was set against a backdrop

of continued rapid acceleration in technological innovation

and adoption. As generative and agentic artificial

intelligence (AI) becomes more sophisticated, it’s

transforming how many of us live and work.

For the biopharma industry, one of the most significant

use cases for AI remains R&D productivity. A proliferation

of health data, coupled with the power of AI to interpret

ever-larger datasets, offers the potential to develop

medicines and vaccines with more pace, precision

and probability of success. Currently, AI adoption is

concentrated in areas from early research through

to clinical development. Automation can transform

processes such as target selection and molecule design,

which are otherwise lengthy, manual and costly. Advanced

technologies, including AI, create potential to more deeply

understand human biology and develop more targeted

solutions to prevent and alter the course of disease.

Once drugs are developed, robotics, AI, machine learning

and other innovations can all enable manufacturers to get

vaccines and medicines of the highest quality standards

to those who need them faster, and more consistently.

The potential of technology to strengthen efficiency and

quality of manufacturing operations is particularly relevant

in an environment of evolving regulatory expectations. From

manufacturing to marketing, as well as streamlining

corporate processes, data and technology are optimising

the pathway to reach patients.

Realising the potential of AI at scale depends on human

ingenuity, skill and judgement. Around 4 in 10 core job

skills are expected to change within the next five years7.

Public discourse focuses on the potential impact on jobs.

But there are opportunities for organisations to develop

new capabilities – for example, biopharma companies are

increasingly seeking talent in fields such as bioinformatics.

Crucially, realising the potential of AI for human health will

also depend on building trust in how data and technologies

are being used to develop healthcare interventions. While AI

offers significant opportunity for improving health outcomes,

there are risks associated with data privacy and security;

potential for misinformation; and exacerbating existing

biases. Mitigating these risks is key in an environment where

trust in science and technology is under pressure.

Companies play an important role in embedding ethical

guardrails around the use of data and AI and

communicating clearly with the public and stakeholders.

Action by policymakers is also needed to build a high-

quality data environment and regulate AI in a harmonised,

proportionate and pragmatic way. The approach to AI

regulation is currently diverging in the US and EU. With

the right capabilities and frameworks in place, advanced

technologies, including AI, have the potential to transform

healthcare, from discovering and developing medicines and

vaccines to reaching the right patients, at the right time and

in the right place.

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| The biopharma sector continues to grow as demand increases. | | | | |
|  |  |  |  |  |
| $2.4trn |  | 46% |  | 9.3% |
| The global medicine market –  using invoice price levels – is  expected to grow at 5–8% CAGR,  reaching about $2.4 trillion by 2029. 8 |  | Specialty medicines are projected  to represent about 46% of global  spending in 2029, up from 27%  in 2014. 9 |  | OECD’s Health at a Glance 2025  estimated that OECD countries  allocated around 9.3% of their GDP  to health on average in 2024.10 |

13

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|  |  |  |  |  |  |  |  |  |  |  |  |
| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Our external environment continued | | | | | | | | | | | |

|  |
| --- |
|  |
| Our response |

We’re in a new era of volatility. The external environment

is evolving at an unprecedented pace. But as health needs

intensify, stakeholder expectations become more complex

and technological advances transform innovation, our

purpose to get ahead of disease matters more than ever.

Amid near-term uncertainty, our purpose and strategy

keep us focused on delivering value for patients,

shareholders and society.

#### Research and development

We continue to invest for growth in new, best-in-class

innovation, creating a stronger portfolio balanced across

specialty medicines and vaccines. Technology is one of our

three R&D priorities and we’re expanding the deployment

of advanced data and platform technologies end-to-end

in R&D. Harnessing our deep understanding of the science

of the immune system, and application of advanced

technologies, our R&D is focused on our core therapeutic

areas of respiratory, immunology and inflammation;

oncology; HIV; and infectious diseases. Our pipeline and

portfolio is targeting both chronic and infectious diseases

as areas where there’s greatest unmet patient need and

opportunity for positive impact on individuals, health

systems and societies. Our in-house R&D, business

development and strategic partnerships are driving

clear pipeline progress and momentum.

#### Commercial operations

Innovative medicines and vaccines to prevent and change

the course of disease are among the best investments

governments can make, generating returns for individuals,

health systems and economies. We continue to engage

constructively with stakeholders around the world to strike

a balance in which industry, governments and health

systems ensure value while reaching patients and

incentivising the next wave of innovation.

This includes in the US, where we continue to see significant

potential for discovering, developing and launching

innovation, and we invest accordingly. In December 2025,

we entered into an agreement with the US Government

to lower the cost of prescription medicines for American

patients. This includes our broad respiratory portfolio, used

to treat more than 40 million Americans who suffer from

respiratory conditions such as asthma and COPD.

Reaching patients at scale with our medicines and vaccines

depends on a robust supply chain. Through the demerger

of Haleon, we made deliberate choices to reset our supply

chain, including regional manufacturing and dual sourcing.

This means we have a resilient, diversified supply chain that

positions us strongly in the current environment.

#### Responsible business

Being a responsible business is more important than ever.

Even as attitudes and policies diverge over how to address

global issues from health security to climate change,

they still pose an enduring challenge. Getting ahead of

these challenges helps to protect people’s health and

protect our business. We work with governments and

stakeholders to make sure that the policy and regulatory

environment stimulates and protects innovative science,

and strengthens patient uptake of medicines and vaccines,

within a culture that builds trust with transparency. This

includes embedding our own governance framework for

the development and adoption of AI.

The landscape is challenging, but we also have an

unprecedented opportunity to move towards new models

of care that strengthen access to innovation and enable

earlier action to prevent disease, keep people out of

hospital and keep people well.

|  |  |
| --- | --- |
|  |  |
|  |  |
|  | Read more about our innovative R&D on pages [14](#ia0478a7d9608435797b09f6fdeba7f82_52) to [34](#ia0478a7d9608435797b09f6fdeba7f82_88) |
|  | Read about our commercial operations, including our supply  chain, on pages [35](#ia0478a7d9608435797b09f6fdeba7f82_91) to [46](#ib1e9945bfdd64db38439832e91c89dd9_130599) |
|  | Read more about our responsible business approach on pages [47](#ia0478a7d9608435797b09f6fdeba7f82_115)  to [58](#iec1f3e8d2f6a4fc3aea1e3b6b8007629_39928) |
|  | Read about how we manage risk on pages [63](#ia0478a7d9608435797b09f6fdeba7f82_157) to [68](#i710a81678a124ceead7782bff8ef0bca_14-0-1-1-842536) |

(1) World Preview 2025, Evaluate, June 2025

(2) Fast Facts: Health and Economic Costs of Chronic Conditions, [CDC](https://www.cdc.gov/chronic-disease/data-research/facts-stats/index.html),

August 2025

(3) Institute for Health Metrics and Evaluation (IHME). GBD Compare

Data Visualization. Seattle, WA: IHME, University of Washington, 2025.

Available from [https://vizhub.healthdata.o](https://vizhub.healthdata.org/gbd-compare)[rg/gbd-compare.](https://vizhub.healthdata.org/gbd-compare)

(Accessed May 2025)

(4) World Preview 2025 [Evaluate](https://www.evaluate.com/thought-leadership/2025-world-preview/?utm_source=google&utm_medium=cpc&utm_term=market%20research%20in%20pharma%20industry|&adgroup=183291294909&utm_campaign=WorldPreviewUK&gad_source=1&gad_campaignid=21561203728&gclid=EAIaIQobChMI-JLdlZehkAMV3JBQBh33TDRGEAAYAiAAEgJKR_D_BwE), June 2025

(5) Increases in vaccine-preventable disease outbreaks threaten years

of progress, warn WHO, UNICEF, Gavi, WHO, April 2025

(6) World Health Organization (2025). Global antibiotic resistance

surveillance report 2025: WHO Global Antimicrobial Resistance and

Use Surveillance System (GLASS): summary. World Health

Organization. https://doi.org/10.2471/B09585. License: CC BY-NC-SA

3.0 IGO

(7) ‘The Future of Jobs Report 2025’, World Economic Forum, January

2025

(8) IQVIA Institute for Human Data Science. The Global Use of Medicines

Outlook through 2029: Increasing Access, Use, and Spending. June

2025. Available from www.iqviainstitute.org

(9) IQVIA, The Global Use of Medicines Outlook through 2029

(10) OECD (2025), Health at a Glance 2025: OECD Indicators, OECD

Publishing, Paris, https://doi.org/10.1787/8f9e3f98-en

14

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| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |

### Research and development

![]()

Tom is a medicine development

leader in oncology. Having lost his

father to lung cancer, Tom is working

to prevent others from going through

the same pain. “We’re making huge

strides in cancer treatment for

patients,” says Tom. “It’s incredible

what we can achieve together.”

[Watch Tom's story](https://www.gsk.com/en-gb/company/outstanding-people/great-place-to-work/#Meet-Tom-A-scientist-with-a-personal-motivation-to-get-ahead-of-cancer) on gsk.com

![GSK_Camera_Icon_Orange.svg]()

15

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |
| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Research and development | | | | | | | | | | | |

We combine the science of the immune system with advanced technologies,

enhanced by targeted business development and world-class partnerships,

to develop new medicines and vaccines that can help transform people’s lives.

![Key_Highlights_box.svg]()

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |
|  | Highlights | | | | |  |
|  |  |  |  |  |  |  |
|  | 5  major FDA  approvals |  | 17  assets in  phase III |  | 58  assets in  the pipeline |  |
|  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |
|  | Major approvals for five key assets – Exdensur,  Blenrep, Nucala, Blujepa  and Penmenvy | | | | |  |
|  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |
|  | Positive pivotal phase III data for bepirovirsen  demonstrating statistically significant and clinically  meaningful functional cure rate for chronic hepatitis B | | | | |  |
|  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |
|  | Tebipenem HBr PIVOT-PO phase III study in  complicated urinary tract infection stopped early  for efficacy | | | | |  |
|  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |
|  | Expanded approvals for RSV and shingles vaccines  Arexvy and Shingrix | | | | |  |
|  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |
|  | Positive pivotal phase III data for next-generation  low-carbon version of Ventolin | | | | |  |
|  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |
|  | Seven pivotal trial starts including: risvutatug  rezetecan for 2L/3L ES-SCLC; efimosfermin for fibrosis  caused by MASH; Exdensur for COPD; and velzatinib  for GIST | | | | |  |
|  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |
|  | Targeted business development including deals with  Hengrui (RI&I and oncology); Empirico (COPD); and  LTZ Therapeutics (oncology) | | | | |  |
|  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |
|  | New collaborations including the GSK-Oxford  Experimental Medicine Collaboration and a first-of  -its-kind research initiative with the UK Dementia  Research Institute and Health Data Research UK | | | | |  |
|  |  |  |  |  |  |  |

![]()

#### OurR&D approach

Our R&D approach combines our deep understanding

of the science of the immune system with advanced

technologies to develop best-in-class medicines and

vaccines that address major areas of medical need.

Advances in science and technology mean we are

increasingly able to target the underlying drivers of disease

so we can predict, pre-empt and even prevent it, giving

people the chance to live not just longer, but healthier lives.

Our extensive clinical trial data, early use of human genetics

and functional genomics, and investment in data and

translational collaborations give us a deep understanding

of human biology. We’re applying this expertise to drive

innovation across our pipeline with more opportunity and

focus than ever before.

We focus on four therapeutic areas – respiratory,

immunology and inflammation; oncology; HIV; and

infectious diseases – where we have the strongest expertise

and significant patient need remains. By developing

differentiated medicines and vaccines across these areas,

we can deliver patient benefit at scale and generate value

for people, health systems, shareholders and society.

#### Focusing on execution, technology and culture

Three priorities underpin our R&D to ensure we

competitively deliver what matters most:

– Execution – accelerating delivery of our pipeline of

innovative medicines and vaccines for patients who

need them. Find out more about the latest developments

across our four therapy areas:

|  |  |
| --- | --- |
|  |  |
|  | See page [16](#ia0478a7d9608435797b09f6fdeba7f82_61) |

– Technology –Technology is driving innovation across all

aspects of our R&D. Discover how we deploy advanced

data and platform technologies to develop medicines

and vaccines with greater pace, precision and probability

of success:

|  |  |
| --- | --- |
|  |  |
|  | See page [32](#ia0478a7d9608435797b09f6fdeba7f82_85) |

– Culture – Our company’s culture is to be ambitious for

patients, accountable for impact and do the right thing.

In R&D, this creates an environment where we can focus

on developing medicines and vaccines that, based on

clinical merit, are better than what’s available to patients

today. We continue to take action at all levels of R&D

to accelerate our culture. This includes continuing to

strengthen accountability and scientific courage. We aim

to empower individuals to make data-driven decisions,

increasingly enabled by tech, so we can deploy resources

to projects with the potential for greatest impact:

|  |  |
| --- | --- |
|  |  |
|  | Read about our company’s culture and people on page [59](#ia0478a7d9608435797b09f6fdeba7f82_148) |

16

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |
| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Research and development continued | | | | | | | | | | | |

|  |
| --- |
|  |
| Execution |

Accelerating delivery of our pipeline of innovative

medicines and vaccines for patients who need them.

Our focus on the science of the immune system, use of

advanced technologies and targeted partnerships are

resulting in clear pipeline progress and momentum.

In 2025, we invested £6.6 billion in core R&D across our

portfolio, up 9% AER and 11% CER on 2024. We have 58

assets in our pipeline with over half of these coming through

business development. Over the past year we began six

phase I development programmes, moved two assets into

phase II and three into phase III. We had seven positive

phase III data readouts and 15 approvals across major

geographies, including achieving five key approvals

in the US.

In 2025, we extended our leadership in respiratory with

FDA approvals for Nucala, the first and only once-monthly

biologic in chronic obstructive pulmonary disease (COPD)

characterised by an eosinophilic phenotype and Exdensur

in asthma with type 2 inflammation. We also made progress

with our growing hepatology pipeline with positive pivotal

phase III data for bepirovirsen in chronic hepatitis B.

In oncology, we continued to build momentum with major

approvals for Blenrep, including in the US, Europe and

Japan, for patients with multiple myeloma.

In HIV, we added to the growing body of clinical and

real-world efficacy, safety and tolerability data for our

current portfolio and progressed our innovative pipeline

of next generation long-acting medicines that people

tell us they want and need.

We also made progress in infectious diseases with

approvals for Penmenvy, our 5-in-1 meningococcal vaccine,

and Blujepa, the first in a new class of oral antibiotics for

uncomplicated urinary tract infections and uncomplicated

gonorrhoea in almost three decades.

Over 75% of our pipeline assets have best-in-class and/or

first-in-class potential meaning we are well-positioned to

address future medical need across our core therapeutic

areas and confident in our medium- and long-term growth

outlook. We are on track to deliver significant growth in the

next decade with 15 scale opportunities for launch by 2031,

each with peak year sales potential of over £2 billion.

Strengthening innovation through collaboration

and business development

Over half of our pipeline has been shaped through business

development and strategic partnerships with leading

academic institutions and pioneering companies at the

forefront of scientific and technological innovation.

In 2025, our business development focused on further

strengthening our respiratory, immunology and

inflammation (RI&I) and oncology pipelines, resulting

in more than 10 acquisitions and discovery collaborations,

including assets with first- and/or best-in-class potential.

Our agreement with Hengrui Pharma to develop up

to 12 innovative medicines across RI&I and oncology

included HRS-9821, a PDE3/4 inhibitor for treatment of

COPD. We also entered into an agreement with Empirico for

EMP-012, a highly selective siRNA – a type of

oligonucleotide – currently in phase I for COPD. These

agreements support our ambition to treat patients across a

wide spectrum and complement our current portfolio of

inhaled and biologic treatments.

Other RI&I acquisitions included efimosfermin, a medicine

to treat and prevent progression of steatotic liver disease

(SLD) and RAPT Therapeutics including ozureprubart, a

potentially best-in-class anti-IgE antibody, in development

for prophylactic protection against food allergens.

We strengthened our oncology pipeline with the acquisition

of velzatinib (formerly IDRX-42) for gastrointestinal stromal

tumours (GIST) and a novel preclinical antibody-drug-

conjugate (ADC) from Syndivia for metastatic castration-

resistant prostate cancer (mCRPC). Our research

collaboration with LTZ will advance up to four potential

first-in-class myeloid cell engager therapies targeting

haematologic cancers and solid tumours.

Academic collaborations are integral to our approach

and central to advancing scientific discovery. In 2025,

we progressed initiatives such as the GSK-Oxford Cancer

Immuno-Prevention programme studying pre-cancer

biology to inform novel approaches to cancer vaccination.

We also announced the Oxford-GSK Experimental Medicine

Collaboration, a five-year partnership to fund the Oxford

Experimental Medicine Clinical Research Facility to

accelerate testing of multiple medicines across cellular

mechanisms in immune-mediated inflammatory diseases.

We are also collaborating with the UK Dementia Research

Institute and Health Data Research UK to apply rigorous,

population‑scale health data science to explore whether the

Recombinant Zoster Vaccine may help reduce inflammation

and support healthy ageing.

Our targeted approach to collaboration and business

development strengthens our portfolio in areas of high

unmet need, using both internal innovation and external

partnerships to deliver transformative medicines to patients

at pace and scale.

|  |  |
| --- | --- |
|  |  |
|  | Read more about our technology collaborations on page [32](#ia0478a7d9608435797b09f6fdeba7f82_85) |

Focusing on our four core therapeutic areas

|  |  |
| --- | --- |
|  |  |
|  | [Respiratory, immunology and inflammation, see page 17](#ia0478a7d9608435797b09f6fdeba7f82_64) |
|  | Oncology, see page [21](#ia0478a7d9608435797b09f6fdeba7f82_70) |
|  | HIV, see page [25](#ia0478a7d9608435797b09f6fdeba7f82_76) |
|  | Infectious diseases, see page [28](#ia0478a7d9608435797b09f6fdeba7f82_79) |

17

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|  |  |  |  |  |  |  |  |  |  |  |  |
| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Research and development continued | | | | | | | | | | | |

|  |
| --- |
|  |
| Respiratory, immunology and inflammation |

We’re building on decades of knowledge in inflammatory

mechanisms to lead in respiratory and target fibrotic lung,

liver and kidney disease. We’re harnessing our expertise in

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  |  |  |
|  | – Three of the top six causes of death worldwide are  lung diseases, which claim 7 million lives each year.  – Asthma and COPD affect around 550 million  people globally.  – Many people with asthma and COPD continue to  experience symptoms and exacerbations despite  currently available treatments. |  |
|  |  |  |

the science of the immune system to deeply understand

the underlying drivers of disease and using advanced

technologies to explore and validate new treatment

pathways so we can reach even more patients.

With over five decades of expertise in conditions like asthma

and COPD, we have a deep understanding of the drivers

of respiratory disease and the role that inflammation plays.

We’re using this insight, along with cutting-edge data

and platform technologies, to deliver next-generation

treatments, moving beyond symptom control to modify

underlying disease dysfunction.

Building on our understanding of the science of the

immune system, we’re extending our expertise to target

fibrotic diseases of the lung, liver and kidneys so we can

intervene earlier and prevent, treat, stop and even

potentially reverse disease.

In this section:

|  |  |
| --- | --- |
|  |  |
| Asset | Potential indication/  label expansion 1 |
| Exdensur (depemokimab) | Ultra-long-acting anti-IL-5  monoclonal antibody for five  conditions |
| Nucala (mepolizumab) | Anti-IL-5 monoclonal antibody  for five conditions |
| Camlipixant | P2X3 inhibitor for refractory  chronic cough |
| Low-carbon Ventolin  (salbutamol) | Short-acting beta 2 agonist for  asthma and COPD with next-  generation propellant HFA-152a |
| Bepirovirsen2 | Antisense oligonucleotide for  chronic hepatitis B |
| Efimosfermin | FGF21 analog therapeutic  for metabolic dysfunction-  associated steatohepatitis  (MASH) and alcoholic liver  disease (ALD) |
| Gatuzosiran (GSK'990) | Oligonucleotide for MASH  and ALD |
| Linerixibat | IBAT inhibitor for cholestatic  pruritus in primary biliary  cholangitis |

|  |  |
| --- | --- |
|  |  |
|  | See a more detailed pipeline listing on pages [34](#ia0478a7d9608435797b09f6fdeba7f82_88) and [284](#ia0478a7d9608435797b09f6fdeba7f82_568) |

#### Respiratory

Respiratory diseases like asthma and COPD pose significant

challenges to the physical, social and emotional wellbeing

of millions of patients worldwide. Despite the availability

of inhaled therapies, around half of respiratory patients

continue to experience exacerbations. Preventing these,

especially severe exacerbations leading to hospitalisation,

is essential to improve patient outcomes and reduce

pressure on healthcare systems.

Next-generation treatments for patients

with type 2 inflammation

Type 2 inflammatory conditions encompass a range

of diseases including asthma, COPD and chronic

rhinosinusitis with nasal polyps (CRSwNP). A cytokine

(protein), known as interleukin-5 (IL-5), plays a key role

in driving this inflammation, making it a proven target for

treatment. Type 2 inflammation is the underlying driver

of unpredictable exacerbations and impacts over 80% of

people with severe asthma and up to 40% of people with

COPD. Rarer diseases including eosinophilic granulomatosis

with polyangiitis (EGPA) and hypereosinophilic syndrome

(HES) are also driven by IL-5.

Long-acting therapies that target the underlying drivers of

disease to provide sustained suppression of inflammation

could help control these diseases more effectively and for

longer periods, potentially improving patient outcomes and

quality of life.

Exdensur (depemokimab) – the first ultra-long-acting

biologic with twice-yearly dosing for patients with asthma

In 2025, we made substantial progress in advancing

therapies that target the underlying drivers of disease.

IL-5 is an underlying driver of type 2 inflammation;

Exdensur targets IL-5 and is the first and only ultra-long-

acting twice-yearly treatment for people with asthma with

type 2 inflammation. An estimated two million Americans

live with severe asthma and 50% continue to experience

frequent exacerbations and hospitalisations. Exdensur’s

ultra-long-acting profile and twice-yearly dosing could

offer sustained protection from exacerbations, fewer

hospital stays, and limit cumulative lung damage.

It represents a significant step forward, potentially

(1) Assets with existing approval or in development for label expansion

are italicised

(2) Bepirovirsen is an infectious disease asset, reported on here in the

context of our hepatology pipeline

redefining care for millions of patients.

18

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| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
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| Research and development continued | | | | | | | | | | | |

In December 2025, Exdensur was approved in the US for

the treatment of severe asthma. It was also approved in the

UK and Japan for severe asthma and CRSwNP and in early

2026, it was granted approval for both conditions in Europe.

Regulatory submissions are under review across the globe,

including in China, supported by data from the positive

pivotal SWIFT and ANCHOR phase III trials.

SWIFT-1 and -2 showed depemokimab significantly reduced

exacerbations (asthma attacks), including those leading to

hospitalisation, versus placebo in patients with asthma with

type 2 inflammation. ANCHOR-1 and -2, published in The

Lancet in 2025, showed early and sustained reductions in

nasal polyp size and nasal obstruction versus placebo.

Depemokimab is also being explored in HES and EGPA,

and in 2025 we initiated several phase III trials in COPD.

The ENDURA-1 and -2 trials are evaluating depemokimab

as an add-on therapy for patients with uncontrolled

moderate to severe COPD with type 2 inflammation. The

VIGILANT phase III trial is assessing early use in COPD

patients with type 2 inflammation who have experienced

one exacerbation and are at considerable risk for future

exacerbations.

Offering a new treatment option for COPD with Nucala

Nucala (mepolizumab), our first-in-class anti-IL-5 biologic,

is approved in over 56 countries for multiple diseases with

underlying type 2 inflammation, including severe asthma

and CRSwNP. This has now expanded to include COPD

with an eosinophilic phenotype.

COPD-related hospitalisations are a major healthcare

challenge and are projected to become the leading cause

of medical admissions, surpassing ischaemic heart disease.

A quarter of patients hospitalised for a COPD exacerbation

will return within 30 days and almost 90% will return within

the year, marking one of the highest readmission rates.

There is a need for earlier intervention to improve outcomes

for patients, communities and health systems. COPD alone

could cost the global economy $4 trillion by 2050 due to

factors like hospital stays.

In 2025, the US FDA approved Nucala as an add-on

maintenance treatment for adults with inadequately

controlled COPD and an eosinophilic phenotype.

Eosinophils, a type of white blood cell, are a biomarker

for type 2 inflammation and can indicate if a patient is

at risk of COPD exacerbations.

The FDA approval was based on data from our MATINEE

phase III trial, published in the New England Journal of

Medicine in 2025, and METREX phase III trial. In these

studies, Nucala showed a clinically meaningful and

statistically significant reduction in the rate of moderate

or severe exacerbations versus placebo in a wide range

of COPD patients with an eosinophilic phenotype. It is

the only biologic with data that specifically demonstrated

a reduction in emergency department visits and/or

hospitalisation in a phase III trial.

In early 2026, Nucala was also approved for patients

with COPD in China and Europe, with further regulatory

submissions under review globally.

Addressing the unmet need in refractory chronic cough

with camlipixant

Refractory chronic cough (RCC) is a debilitating condition

with an estimated 10 million people diagnosed globally

who could be suitable for a potential new treatment like

camlipixant. RCC is a disease that may be associated with

hypersensitive nerves. It can cause patients to cough more

than 400 times a day alongside complications such as

urinary incontinence. Despite its significant burden, there

are few, if any, effective and approved therapeutic options

available for patients with RCC.

Lack of awareness of RCC means patients can live with the

condition for decades, undergoing diagnostic procedures

and taking treatments that are not necessarily effective

because they don’t target the underlying cause of their

disease. This can severely impact patients’ quality of life

and lead to inefficient use of healthcare resources. Patients

also face an economic burden due to time missed from

work and societal stigma and isolation.

Camlipixant is our oral, highly selective P2X3 receptor

antagonist currently in phase III development as a potential

treatment for patients with RCC. Clinical data have shown

that by selectively inhibiting P2X3 receptors, camlipixant

may lower cough frequency for RCC patients with a

potential best-in-class tolerability profile. The CALM-1 trial

has been completed. Results will be disclosed in 2026 when

the second phase III trial CALM-2 is expected to read out.

One step closer to a low-carbon reliever MDI

Used during an exacerbation, salbutamol in a metered dose

inhaler (MDI) can help by immediately treating a sudden

onset of respiratory symptoms, such as breathlessness.

Each year, 300 million salbutamol MDIs are sold globally.

Due to the scale of volume and worldwide use of

salbutamol, our MDI Ventolin accounts for approximately

45% of our total carbon footprint, driven by the propellant’s

high global warming potential.

To address this, we’ve developed a next-generation Ventolin

MDI using HFA-152a, a low-carbon propellant, alongside

advanced manufacturing. Data from our low-carbon

version programme confirm therapeutic equivalence and

comparable safety, and published findings show a 92%

reduction in carbon footprint per inhaler. These findings

support regulatory submissions for the next-generation

version, an important advance towards bringing a more

sustainable option for patients worldwide.

|  |  |
| --- | --- |
|  |  |
|  | For more, read page [52](#ia0478a7d9608435797b09f6fdeba7f82_136) on our commitment to work towards a net  zero, nature positive, healthier planet |
|  |

19

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| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Research and development continued | | | | | | | | | | | |

#### Immunology



#### and inflammation

We’re driving innovation across immune-mediated

conditions by combining deep expertise in immunology

and inflammatory mechanisms supported by our in-house

proprietary data and platform technologies. This integrated

approach is unlocking new opportunities to understand

disease biology, identify novel targets and match the right

treatments to the right patients.

In liver disease, we’re applying insights from genomics

and disease phenotyping to target inflammation and

fibrosis, aiming to slow or even reverse disease progression.

Our growing hepatology pipeline includes assets for chronic

hepatitis B and steatotic liver disease (SLD).

Advancing hepatitis B treatment towards functional cure

Over 250 million people are chronically infected with

hepatitis B virus (CHB) which causes approximately

1.1 million deaths each year, and accounts for around

56% of liver cancer cases.

Despite the WHO identifying hepatitis B as a global

public health threat and setting ambitious targets for

its elimination by 2030, progress remains a significant

challenge. Intensified action across diagnosis, treatment,

and vaccination is needed to meet these targets.

Bepirovirsen, our triple-action antisense oligonucleotide,

is a potential new treatment option for people with CHB

when combined with the current standard of care –

nucleoside / nucleotide analogues.

Positive results from the B-Well 1 and B-Well 2 phase III

trials were shared in early 2026. Bepirovirsen demonstrated

a statistically significant and clinically meaningful functional

cure rate – where levels of virus in the blood and liver are so

low that the infection is controlled without medication.

Functional cure rates were significantly higher with

bepirovirsen plus standard of care compared with

standard of care alone which typically sees approximately

1% of patients achieve functional cure. Functional cure

is associated with significant reduction in the risk of long-

term liver complications, including liver cancer, as well as

all-cause mortality.

Bepirovirsen has been recognised by global regulatory

authorities for its innovation and potential to address

significant unmet need in hepatitis B, with Fast Track

designation from the US FDA, Breakthrough Therapy

designation in China and SENKU designation in Japan.

We have licensed daplusiran/tomligisiran (GSK5637608,

formerly JNJ-3989), an investigational hepatitis B therapy,

to support development of a new sequential regimen with

bepirovirsen aimed at achieving a functional cure in more

patients. In 2025, we completed recruitment of B-United,

a sequential phase II trial ahead of schedule. The trial is

evaluating daplusiran/tomligisiran followed by bepirovirsen

in participants with chronic hepatitis B. We expect this trial

to read out in 2027.

Advancing treatments for steatotic liver disease

Steatotic liver disease (SLD) affects up to 5% of adults

around the world. It includes several conditions associated

with accumulation of fat in the liver, including metabolic

dysfunction-associated steatohepatitis (MASH), which

affects up to 300 million people, and advanced alcoholic

liver disease (ALD), which affects around 26 million people.

Efimosfermin

In 2025, we acquired efimosfermin alfa, a potentially best-in-

class investigational medicine aimed at treating, preventing

and potentially reversing the progression of SLD.

This novel once-monthly FGF21 analog therapeutic is in

development for treating MASH, including cirrhosis, with

potential for future development in ALD. Currently, MASH

and ALD have limited treatment options and are the leading

causes of liver transplant in the US, representing a significant

cost to healthcare systems.

We presented phase II data in 2025 showing that once-

monthly efimosfermin delivered improvements in fibrosis

and MASH resolution over 48 weeks. This included

improvements in liver and cardiometabolic markers, versus

patient baseline and placebo groups, plus a generally well-

tolerated safety profile.

Efimosfermin has now advanced to phase III development

following the start of the ZENITH trials. These trials are

investigating its efficacy and safety in patients with

moderate and advanced fibrosis caused by MASH.

Efimosfermin has a direct anti-fibrotic mechanism of action

which may have an impact in more advanced stages of SLD.

We also see opportunities in combination with gatuzosiran

(GSK'990), our siRNA therapeutic in development for other

subsets of patients with SLD.

Gatuzosiran (GSK'990)

Gatuzosiran is our investigational RNA interference

therapeutic for SLD to help address liver fibrosis in ALD

and MASH. Genetic analysis shows a strong association

between the HSD17B13 gene and advanced ALD and MASH.

Gatuzosiran targets HSD17B13 resulting in highly specific

binding to receptors that are only expressed on liver cells.

Gatuzosiran is currently in phase II development to address

liver fibrosis associated with ALD and MASH, and prevent

disease progression, with an improved dosing schedule

versus current treatment.

20

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| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
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| Research and development continued | | | | | | | | | | | |

Linerixibat – for treatment of cholestatic pruritus

Primary biliary cholangitis (PBC) is a rare autoimmune

liver disease that disrupts the flow of bile from the liver,

leading to the accumulation of bile acids. This can lead

to cholestatic pruritus, an intense internal itch. While

first-line treatments for PBC effectively control the

disease, around 70% fail to address the debilitating

effects of pruritus.

Linerixibat is our investigational targeted inhibitor of the

ileal bile acid transporter (IBAT). Regulatory applications

were accepted by the US FDA and European Medicines

Agency in 2025, supported by the GLISTEN phase III trial

which showed rapid, significant, and sustained improvement

in itch and sleep interference versus standard of care.

Latozinemab – for frontotemporal dementia (FTD-GRN)

In 2025, headline results from the INFRONT-3 phase III

trial showed that although latozinemab treatment

increased plasma progranulin concentrations, it did not

show a clinical benefit of slowing FTD-GRN progression.

As a result, we discontinued the open-label extension

portion of the INFRONT-3 trial and the continuation

study for latozinemab.

Nivisnebart – for early Alzheimer’s disease

Our PROGRESS-AD phase II clinical trial assessing

nivisnebart (AL101) in early Alzheimer’s disease is ongoing

and fully enrolled, with an independent interim analysis

planned in the first half of 2026.

![Page_20.jpg]()

|  |  |  |  |  |
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|  |  |  |  |  |
|  |  | |  |  |
|  | Getting ahead for people  living with asthma | | |  |
|  | We’re working to redefine the standard of care for people living with  respiratory illness. Steve (pictured) explains the effect of asthma on  his life and the impact of new treatments. | | |  |
|  | Steve first became aware that he  might have asthma in his mid-30s.  Over time, he developed nasal  polyps – an inflammation and  growth of the nasal lining that  can completely block the airways.  “I had no idea these conditions  were connected and often  associated with more severe  asthma symptoms,” says Steve.  “I got to the point where I couldn't  breathe through my nose at all  and was breathing through my  mouth all the time.”  As well as struggling with  sleep – Steve would wake in  a panic, unable to breathe – he  experienced wheeziness during  the day: “I've got quite young  children who are very active, and  wasn't able to keep up with them,  which was heartbreaking.” |  | Steve was having to take  multiple courses of steroids  a year. But frequent and long-  term use of these medications  is often discouraged. Steve was  then moved onto a biologic  treatment. These treatments  have been developed to target  the underlying drivers of disease,  ultimately interrupting the  pathway that is causing the  symptoms.  “Being on these treatments  has made a huge difference  to my life,” says Steve. “I can  get back to living a normal,  fulfilled life with my family.” |  |
|  |  |  |  |  |

|  |  |
| --- | --- |
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| [Read more from Steve](https://www.gsk.com/en-gb/behind-the-science-magazine/nasal-polyps-asthma-patient-comment/) on gsk.com |
|  |

21

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| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
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| Research and development continued | | | | | | | | | | | |

|  |
| --- |
|  |
| Oncology |

Cancer is one of the world’s leading causes of death, with

cases continuing to rise, placing a substantial burden on

healthcare systems and economies. We focus on where we

can make the most significant and meaningful difference,

aiming to intervene earlier to modify the course of disease,

redefine patient care and help prevent cancer before it starts.

Globally, one in five people will be diagnosed with cancer

in their lifetime, yet treatment options remain limited and

sub-optimal for many. In 2022, around 10 million people died

from the disease and, despite medical advances, the overall

five-year survival rate for all cancers is only around 69%.

Cancer is complex, shaped by how cells grow, communicate,

and respond to the immune system. Our oncology portfolio

is designed to intervene based on how cancer behaves,

using the right targets and treatment modalities to achieve

the greatest impact.

Innovation in cancer care is critically needed, both to extend

survival and to significantly improve quality of life for those

living with, and being treated for, the disease. To get ahead

of cancer, we’re harnessing our deep knowledge of the

immune system and advanced technologies to redefine

what’s possible in cancer treatment. By understanding the

underlying drivers of disease, we’re working to match the

right patients with the right treatment to improve survival

and quality of life and reduce side effects. We’re expanding

rapidly beyond our focus in haematological and

gynaecological cancers into lung and gastrointestinal

cancers, prostate cancers, and other solid tumours. We’re

advancing a promising and high-potential portfolio of

innovative oncology medicines – accelerating programmes

including our ADCs, immuno-oncology treatments, T-cell

engagers, and next-generation targeted small molecules.

In this section:

|  |  |
| --- | --- |
|  |  |
| Asset | Potential indication/label  expansion1 |
| Blenrep(belantamab  mafodotin) | BCMA-targeted ADC for  multiple myeloma |
| GSK’227 (risvutatug  rezetecan) | B7-H3-targeted ADC for lung,  prostate, colorectal and other  solid tumours |
| GSK’584 (mocertatug  rezetecan) | B7-H4-targeted ADC for  gynaecological cancers |
| Jemperli (dostarlimab) | Anti-PD-1 monoclonal antibody  for endometrial, colorectal, and  head and neck cancers |
| Zejula (niraparib) | PARP inhibitor for ovarian and  brain cancers |
| Ojjaara/Omjjara  (momelotinib) | JAK1, JAK2 and ACVR1 inhibitor  for myelofibrosis with anaemia |
| velzatinib  (formerly IDRX-42) | A highly selective TKI for  gastrointestinal stomal tumours |

|  |  |
| --- | --- |
|  |  |
|  | See a more detailed pipeline listing on pages [34](#ia0478a7d9608435797b09f6fdeba7f82_88) and [284](#ia0478a7d9608435797b09f6fdeba7f82_568) |

#### Antibody drug conjugates

Blenrep – potential to redefine multiple myeloma treatment

![GSK_AR25_Grey_Panels_Blenrep_P20.svg]()

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  |  |  |
|  | – Multiple myeloma is the third most common blood  cancer globally, with approximately 180,000 new  cases a year.  – Some current treatment options require treatment  in specialised centres, despite 70% of patients  receiving care in community settings.  – New therapies are needed as multiple myeloma  often becomes resistant to available treatments. |  |
|  |  |  |

Multiple myeloma is a complex blood cancer that is

generally considered treatable but not curable, with nearly

all patients experiencing relapse as the disease becomes

resistant to available treatments. Re-treating with existing

therapies following relapse often results in sub-optimal

outcomes, highlighting the need for new and novel

therapies.

Blenrep (belantamab mafodotin) is our ADC treatment

for relapsed or refractory multiple myeloma. As the only

anti-BCMA ADC therapy approved for this disease it could

redefine treatment for patients with relapsed or refractory

multiple myeloma who need additional effective and

accessible options.

Data from two phase III head-to-head studies, DREAMM-7

and DREAMM-8, showed Blenrep in combination with

bortezomib and dexamethasone (BVd) or pomalidomide

plus dexamethasone (BPd) has the potential to extend

remission and improve survival compared to standard of

care for patients experiencing their first relapse or beyond

after at least one prior line of therapy. Blenrep is also fully

accessible across healthcare settings, including in

community centres where most patients receive care.

In 2025, Blenrep received approvals for both combinations

in second line and later relapsed or refractory multiple

myeloma in the US, EU, UK and Japan, plus several other

markets including Canada, Switzerland and Brazil. It is

currently under review in many other countries, including

China.

In the US, BVd is approved for adult patients with relapsed

or refractory multiple myeloma who have received at least

two prior lines of therapy.

Our robust DREAMM clinical development programme

is ongoing, aiming to advance Blenrep in earlier lines of

treatment, including for newly diagnosed patients. This

includes the ongoing phase III DREAMM-10 trial in newly

diagnosed transplant-ineligible patients, who represent

over 70% of patients starting therapy.

(1) Assets with existing approval or in development for label expansion

are italicised

22

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| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
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| Research and development continued | | | | | | | | | | | |

Risvutatug rezetecan (Ris-Rez; GSK’227) –  expanding

treatment options for patients with solid tumours

Risvutatug rezetecan is our investigational B7-H3-targeted

ADC. B7-H3 is a cell-surface protein frequently over-

expressed across a range of solid tumours, including lung,

prostate and colorectal cancers.

Our global development programme, EMBOLD, is

expanding into multiple cancer types. In 2025, we initiated

a phase III study in second-line extensive-stage small cell

lung cancer (ES-SCLC). GSK-led phase I and II studies are

also ongoing, evaluating both monotherapy and

combination approaches to inform registrational pathways.

In 2025, the European Medicines Agency (EMA) granted

risvutatug rezetecan orphan drug designation for the

treatment of pulmonary neuroendocrine carcinoma,

a category of cancer that includes ES-SCLC. The US FDA

also granted orphan drug designation for small-cell lung

cancer. Both designations recognise the potential of

risvutatug rezetecan to address a significant unmet need

for ES-SCLC, an aggressive cancer with poor outcomes and

limited treatment options. This follows previous regulatory

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  |  |  |
|  | – An estimated 1.6 million women live with active  disease, and 417,000 new cases are reported each  year worldwide.  – Around 15-20% of patients have advanced disease  when they’re diagnosed.  – Incidence rates are expected to rise by  approximately 40% between 2020 and 2040. |  |
|  |  |  |

designations in 2024, including EMA Priority Medicines

(PRIME) designation and FDA Breakthrough Therapy

Designation for relapsed or refractory ES-SCLC.

In 2025, the US FDA also granted risvutatug rezetecan

Breakthrough Therapy Designation for late-line relapsed

or refractory osteosarcoma (bone cancer). There are

currently no FDA-approved treatment options for patients

where osteosarcoma returns for a second time after lines

of therapy. Breakthrough Therapy Designation is granted

to medicines with the potential to treat serious conditions

and where clinical evidence shows substantial improvement

over current therapies

We expect data from GSK-led studies in the EMBOLD

programme to be presented in 2026 and beyond.

Mocertatug rezetecan (Mo-Rez; GSK’584) – a potential

treatment for endometrial and ovarian cancer

Gynaecologic cancers remain an area of significant unmet

need. Many patients with endometrial and ovarian cancers

still face poor survival outcomes, especially in recurrent or

advanced disease. Mocertatug rezetecan (GSK’584) is our

ADC targeting B7-H4, a promising antigen highly expressed

in endometrial and ovarian cancers, with limited expression

in normal tissue.

Through our BEHOLD global development programme,

we’re advancing mocertatug rezetecan in areas of high

unmet medical need, with plans to initiate registrational

phase III trials in 2026.

We also expect data from the GSK-led phase I/II studies for

this ADC to be presented in 2026.

#### Immuno-oncology treatments

Jemperli – the backbone of our immuno-oncology therapy

Endometrial cancer

Jemperli (dostarlimab) is the backbone of our immuno-

oncology-based research and development. Our ongoing

development programme includes studies investigating

Jemperli alone and in combination with other therapies in

gynaecologic, colon, rectal and head and neck cancers.

In 2025, the European Commission approved Jemperli

in combination with chemotherapy (carboplatin and

paclitaxel) for first-line treatment of adult patients with

primary advanced or recurrent endometrial cancer who

are candidates for systemic therapy. Endometrial, or uterine,

cancer is the most common gynaecologic cancer in

developed countries.

This approval broadened the previous indication for

Jemperli plus chemotherapy in the EU to include patients

with mismatch repair proficient (MMRp)/microsatellite

stable (MSS) tumours. They represent approximately 75%

of patients diagnosed with endometrial cancer, who have

limited treatment options. Jemperli in combination with

chemotherapy as first line treatment for primary advanced

or recurrent endometrial cancer is the only approved

regimen to demonstrate a statistically significant overall

survival benefit versus chemotherapy alone.

23

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| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
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| Research and development continued | | | | | | | | | | | |

Rectal cancer

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  |  |  |
|  | – Rectal cancer is a form of colorectal cancer –  the world’s third most diagnosed cancer globally.  – Colorectal cancer accounts for around a tenth of  all cancer cases and is the second-leading cause  of cancer-related death. |  |
|  |  |  |

![GSK_AR25_Grey_Panels_Rectal_Cancer_P23.svg]()

In 2025, new data in patients with locally advanced

dMMR / MSI-H rectal cancer were shared from a GSK-

supported collaborative study with Memorial Sloan

Kettering Cancer Center. The study continued to show an

unprecedented 100% clinical complete response rate (no

evidence of tumours) in 42 patients treated with

dostarlimab monotherapy. These findings add to the

growing body of evidence of dostarlimab in the curative-

intent setting for locally advanced dMMR/MSI-H rectal

cancer, where there is a significant unmet need for new

treatment options that preserve quality of life.

We are evaluating dostarlimab in this setting in the ongoing

phase II registrational AZUR-1 trial. Initial data are expected

![GSK_AR25_Grey_Panels_Zejula_P23.svg]()

in 2026. In the US, dostarlimab has received both

Breakthrough and Fast Track designations in this indication,

reinforcing its potential to address significant unmet need.

It was also awarded a Commissioner’s National Priority

Voucher in the US in 2025.

The AZUR-2 trial in colon cancer is also ongoing.

Other investigational combination programmes

with Jemperli

We see significant potential to further explore the benefits

of Jemperli alone and in combination. In 2025, we continued

to progress the phase III JADE study in locally advanced

head and neck cancer which affect hundreds of thousands

of patients – over 90% of whom have squamous cell

carcinoma with the majority diagnosed at a locally

advanced stage. This is expected to read out in 2028.

We are also exploring the potential use of Jemperli in

combination with our antibody drug conjugates.

In 2025, we discontinued development of select

programmes to focus on areas with greater potential

impact.

This included our CD226 axis development programme –

comprising of belrestotug (anti-TIGIT), nelistotug (anti-

CD96) and remsistotug (anti-PVRIG) – following interim

analyses from the phase II GALAXIES Lung-201 and

GALAXIES H&N-202 studies, which didn’t meet the

established efficacy criteria for continued development.

The decision is in line with data-driven inflection points

built into the programme, ensuring interim data inform

development and capital allocation.

We also announced the decision to end the cobolimab

development programme based on the phase III COSTAR

Lung trial evaluating cobolimab, dostarlimab and docetaxel

combinations.

#### Next-generation small targeted molecules

Zejula – our PARP inhibitor for the treatment of ovarian

cancer – now being explored for glioblastoma

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  |  |  |
|  | – Glioblastoma is the most aggressive and most  common type of brain cancer.  – Around 250,000 cases of glioblastoma are newly  diagnosed each year around the world and are  often associated with a poor prognosis and quality  of life.  – The five-year survival rate of less than 7% has  remained nearly unchanged for decades,  highlighting an urgent need for more innovation. |  |
|  |  |  |

We continue to assess the potential of niraparib, currently

approved as Zejula as a maintenance therapy for treating

advanced ovarian cancer, in addressing other challenging

cancers.

Niraparib monotherapy is being evaluated in patients

with newly diagnosed, MGMT unmethylated glioblastoma

in the phase III GLIOFOCUS trial sponsored by the Ivy

Brain Tumor Center and supported by GSK.

In October 2025, the US FDA granted orphan drug

designation (ODD) to niraparib for the treatment of

malignant glioma, including glioblastoma. ODD is a special

status granted by the FDA to medicines intended to treat,

diagnose or prevent rare diseases. Early clinical data

suggest that niraparib could have potential as an effective

treatment for patients with newly diagnosed, MGMT

unmethylated glioblastoma.

24

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| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Research and development continued | | | | | | | | | | | |

Ojjaara/Omjjara – a standard of care for myelofibrosis

with anaemia

Myelofibrosis (MF) is a rare disease affecting about

1 in 500,000 people worldwide, with most patients

eventually developing severe anaemia that requires

regular transfusions.

Ojjaara, known as Omjjara in several countries, is the only

medicine indicated for newly diagnosed and previously

treated MF adults with anaemia. More established MF

treatments can exacerbate anaemia, while Ojjaara is the

only therapy demonstrating durable clinical benefit on

spleen response, symptoms and anaemia for patients

with MF.

In 2025, Ojjaara continued to demonstrate its potential,

with new analyses underscoring the importance of earlier

intervention to achieving a dual response and improving

outcomes. Studies are underway to potentially expand the

label into additional indications including myelodysplastic

syndromes.

Strengthening our oncology pipeline with targeted

business development and world-leading partnerships

In 2025, we acquired IDRx, the Boston-based clinical-stage

biopharmaceutical company which developed precision

therapeutics to treat gastrointestinal stromal tumours

(GIST). The acquisition included lead molecule IDRX-42

(now velzatinib), an investigational, highly selective tyrosine

kinase inhibitor (TKI) designed to improve outcomes for

GIST patients. Phase III trials in second-line (2L) GIST started

late in 2025. We are also aiming to initiate the first-line (1L)

phase III study in 2026. GIST typically presents in the

gastrointestinal tract with 80% of cases driven by mutations

in the KIT gene that lead to the growth, proliferation and

survival of tumour cells. Velzatinib has demonstrated activity

pre-clinically against all clinically relevant primary and

secondary KIT mutations, a key medical need in current

GIST treatment.

We also acquired a novel preclinical antibody-drug-

conjugate (ADC) from Syndivia for metastatic castration-

resistant prostate cancer (mCRPC) and entered into a

research collaboration with LTZ to advance up to four

potential first-in-class myeloid cell engager therapies

targeting haematologic cancers and solid tumours.

![Blood_Cancer_Case_Study.jpg]()

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  |  | |  |  |
|  | Getting ahead for people  living with blood cancer | | |  |
|  | Many blood cancers require lifelong treatment. We’re working to find  solutions that can improve patients’ quality of life. Lou (pictured)  shares her experience of being diagnosed with blood cancer. | | |  |
|  | Some forms of blood cancer are  curable. But for many patients,  a blood cancer diagnosis is the  beginning of a lifelong journey  of treatment to manage the  disease as a chronic condition.  When Lou was diagnosed with  multiple myeloma, a form of  blood cancer, she found it  difficult to describe it to her  friends and family.  “It's quite hard to explain to  people that you're about to start  this journey, it's going to change  your life as all cancer diagnoses  do, but it's not really going to end,”  says Lou. |  | “I sometimes prefer to explain it  as in: the myeloma is asleep at  the minute. It's not active, it's  asleep, but it will wake up.”  Lou had a stem cell transplant,  which subdued her multiple  myeloma, and is taking drugs  to keep the cancer at bay. “I'm  feeling a little bit more like my  old self for the first time since  my diagnosis,” she says, but still  experiences bouts of severe  fatigue. She remains hopeful that  innovative discoveries will help  her manage her blood cancer  for years to come. |  |
|  |  |  |  |  |

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| --- | --- |
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| [Read more from Lou](https://www.gsk.com/en-gb/behind-the-science-magazine/blood-cancer-myeloma-myelofibrosis-feature/) on gsk.com |
|  |

25

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| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
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| Research and development continued | | | | | | | | | | | |

|  |
| --- |
|  |
| HIV |

For nearly four decades we’ve led the way in HIV

innovation, pioneering medicines that continue to

transform the lives of people living with HIV or those who

could benefit from HIV pre-exposure prophylaxis (PrEP).

Having launched the first long-acting injectable options for

HIV treatment and prevention, people now have the option

to take medication a few times a year instead of every day.

We’re now focused on even longer dosing intervals and

options for people to treat at home, as well as ultimately

finding a cure.

![GSK_AR25_Grey_Panels_HIV_P25.svg]()

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  |  |  |
|  | – Around 40.8 million people live with HIV worldwide.  – 1.3 million new cases of HIV are diagnosed each  year highlighting an urgent need for new options  to prevent and treat HIV. |  |
|  |  |  |

Our work on HIV is led by ViiV Healthcare, which we

majority-own, with Pfizer and Shionogi as shareholders.1

ViiV Healthcare is the only company 100% dedicated to

preventing, treating and curing HIV, with a mission to leave

no person living with HIV behind and an ambition to end

the HIV and AIDS epidemics.

As pioneers in HIV care, our portfolio reflects a deep

understanding of the HIV community. From launching

the first oral two-drug regimens; developing a dispersible

once-daily treatment for children living with HIV; and being

the first to market long-acting injectables, we continue to

lead the way in transforming the HIV treatment and

prevention paradigm.

Both our portfolio and pipeline are built on the foundation

of integrase strand transfer inhibitors (INSTIs) which are

trusted by healthcare professionals (HCPs) worldwide due

to their potency, long-term tolerability and high barrier to

resistance. We began with dolutegravir, the first second-

generation INSTI, which set the standard for daily oral

treatment. Following this, we introduced cabotegravir,

a long-acting injectable that allows for treatment (when

combined with rilpivirine) and prevention of HIV with a

visit to the clinic every two months, rather than taking

daily tablets.

Long-acting injectables continue to transform HIV care

by tackling common challenges associated with daily

oral medications, such as stigma, fear of disclosure and

treatment adherence.

In 2025, we built on our growing and differentiated body

of clinical data, implementation studies and real-world

evidence showing the effectiveness of – and patient

preference for – long-acting injectables, reinforcing the

strength of our current portfolio. We also continued to

progress our innovative pipeline that will not only enable us

to deliver the next generation of HIV medicines that people

tell us they want and need but also navigate dolutegravir’s

loss of exclusivity towards the end of the decade.

In this section:

|  |  |
| --- | --- |
|  |  |
| Asset | Indication/potential indication2 |
| Cabenuva  (cabotegravir/rilpivirine) | Two-monthly long-acting  injectable for HIV treatment |
| Apretude (cabotegravir) | Two-monthly long-acting  injectable for HIV prevention |
| Dovato (dolutegravir/  lamivudine) | Oral 2-drug daily regimen for HIV  treatment |
| VH184 | Third-generation INSTI for long-  acting HIV treatment |
| VH310 | A pro-drug of cabotegravir for  long-acting HIV treatment and  prevention3 |
| CAB-ULA | UItra-long-acting cabotegravir  with a pharmacokinetics profile  that supports four-monthly dosing |
| VH499 | Capsid inhibitor for long-acting HIV  treatment and self-administration |
| N6LS | Broadly neutralising antibody  (bNAb) for long-acting HIV  treatment and cure |

|  |  |
| --- | --- |
|  |  |
|  | See a more detailed pipeline listing on pages [34](#ia0478a7d9608435797b09f6fdeba7f82_88) and [284](#ia0478a7d9608435797b09f6fdeba7f82_568) |

#### Reinforcing the strength of our current portfolio

Cabenuva – new approval and data for our world-first

long-acting injectable treatment

Cabenuva (cabotegravir; rilpivirine, known as Vocabria

+ Rekambys in Europe and Japan) is the world’s first and

only complete, long-acting injectable treatment for HIV,

available in 29 markets and currently benefiting 103,000

people living with HIV. Administered in a clinic as few as

six times a year, it offers an alternative to daily pills.

Following 24-week MOCHA trial data – which showed

our long-acting treatment regimen was highly acceptable

and tolerable for adolescents, with 99% of participants

preferring it to a daily oral regimen when given the option –

the European Commission authorised Vocabria + Rekambys

in 2025 to treat HIV in adolescents aged 12 and over who

are virologically suppressed. In 2023, there were 1.55 million

10-19-year-olds living with HIV. People in this age bracket

typically have lower viral suppression and reported

adherence to treatment than older age groups.

(1) On 20 January 2026, GSK reached agreement with Pfizer and Shionogi

for the 11.7% economic interest in ViiV Healthcare currently held by

Pfizer to be replaced with an investment by Shionogi. GSK will maintain

its 78.3% economic interest. For more information, see the Group

financial review on pages [79](#ia0478a7d9608435797b09f6fdeba7f82_193) to [107](#ia0478a7d9608435797b09f6fdeba7f82_247)

(2) Assets with existing approval or in development for label expansion are

italicised

(3) VH310 is an inactive compound (known as a pro-drug) that converts to

active cabotegravir when administered into the body. This chemical

modification allows the drug to stay in the system for longer, allowing

for extended intervals between doses

26

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| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Research and development continued | | | | | | | | | | | |

In 2025, we added to the growing body of real-world

evidence – now including over 25,000 people living with HIV

– demonstrating not only the high long-term effectiveness

of Cabenuva but also high patient preference and

treatment satisfaction compared to daily pills. We also

shared data from our VOLITION phase IIIb study, showing

that 89% of eligible treatment-naive people with HIV chose

to switch from daily pills to Cabenuva after achieving rapid

viral suppression with a dolutegravir-based regimen.

Apretude – new data on effectiveness of our long-acting

injectable for HIV prevention

Apretude (cabotegravir long-acting or CAB LA) is our

first-to-market long-acting injectable PrEP, administered

intramuscularly by a physician six times a year. Over three

years of real-world data have shown more than 99%

effectiveness, as well as high tolerability across broad

groups of users1. Around 28,000 people are currently

benefiting from Apretude in the US.

In 2025, National Institute for Health and Care Excellence

(NICE) and the Scottish Medicines Consortium (SMC) issued

positive recommendations for Apretude, making it the first

and only long-acting injectable for PrEP available for

reimbursement in the UK. This is important as it expands the

range of prevention options available in the UK for people

at risk of acquiring HIV who cannot have oral PrEP.

Data from two implementation studies in 2025 showed no

cases of HIV acquisition with Apretude. The first – PILLAR

– focused on 12-month data from 17 clinics in the US, and

the second – ImPrEP CAB Brazil – also found 83%

(n=1200/1447) of participants chose CAB LA over oral

PrEP for HIV prevention.

We also shared results from CLARITY, a phase I study

comparing acceptability and tolerability of single-dose

CAB LA for PrEP with lenacapavir. We know patient

experience is an important factor for injectables. Results

showed 69% (n=42/61) of participants found CAB LA to

be ‘totally or very acceptable’ compared to 48% with

lenacapavir, and 90% (n=54/60) of participants and 86%

(n=6/7) of HCPs preferred CAB LA over lenacapavir after

a single dose. These findings underscore the importance of

individual choice and informed decision making in choice

of long-acting injectable HIV therapy or prevention options.

Dovato – data underline long-term efficacy

Dovato (dolutegravir/lamividine) is our oral two-drug daily

treatment regimen, anchored by dolutegravir, and

approved in the US, Europe, Japan, Australia and other

countries. Currently, around 758,000 people living with HIV

take Dovato.

In 2025, data presented from the PASO DOBLE study

showed over 96 weeks the sustained, non-inferior efficacy

of Dovato, with less weight gain, among participants

compared to the three-drug treatment regimen, Biktarvy.

We know that people living with HIV are concerned about

taking more medicines as they age, as well as being

interested in their long-term metabolic health.

#### Our pipeline

–

#### developing the next generation of HIV innovation, powered by patient insight

Built on the foundation of INSTIs, our pipeline momentum

continued in 2025 with key readouts across multiple long-

acting options, all with strong profiles that will deliver what

patients have told us they want and need.

As part of our development work, we’re exploring a range of

next-generation INSTIs, a capsid inhibitor and a bNAb that

will enable us to continue the transition of our portfolio to

long-acting injectables and deliver the next phase of HIV

innovation.

VH184 – a potent, investigational third-generation INSTI

In 2025, we shared data from a phase IIa proof-of-concept

trial using an oral formulation of VH184, which has the

potential for patent protection through to at least 2040.

These data demonstrated that with its potency, enhanced

resistance profile and tolerability, VH184 has the potential

to be a key player in the future of HIV treatment. As such, it

is currently being evaluated as a candidate for inclusion in

twice-yearly and self-administered long-acting injectables.

VH310 – a pro-drug of cabotegravir with a half-life at

least four times longer than the current cabotegravir

formulation

This INSTI is being evaluated for inclusion in twice-yearly

injectables for treatment and prevention.

CAB-ULA – ultra-long-acting cabotegravir with a

pharmacokinetics profile that supports dosing three times

a year

CAB-ULA has been chosen as the asset for our long-acting

four-monthly PrEP option and the EXTEND 4M phase IIb

study is fully recruited and progressing well. We are also

combining CAB-ULA with rilpivirine for our long-acting four

monthly treatment option and expect to begin our phase III

registrational study in 2026.

N6LS – a broadly neutralising antibody (bNAb) currently in

development

In 2025, we shared phase IIb data showing that N6LS

achieved high efficacy and tolerability with potential to be

a potent antiviral that can function as a component of a

complete antiretroviral regimen. These results combined

with pharmacokinetics data support progressing this asset

to explore twice-yearly dosing for HIV treatment.

(1) Delany-Moretlwe S, et al. AIDS 2022. Oral OALBX0108; Mills AM, et al.

IDWeek 2024. Oral 508; Ramgopal M, et al. IDWeek 2024. Oral 505;

Heise MJ, et al. HIVR4P 2024. Or OA0503; Turner C, et al. HIVR4P

2024. Poster 01725; Hazra A, et al. CROI 2024. Poster 1241; Traeger M,

et al. CROI 2025. Oral 191

27

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| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Research and development continued | | | | | | | | | | | |

VH499 – investigational capsid inhibitor

In 2025, we shared phase IIa trial data showing

VH499’s positive antiviral activity for HIV-1 and that

it was well tolerated. The findings support continued

development of VH499 as a long-acting antiretroviral

for treatment. This asset is being assessed for inclusion

in a twice-yearly, long-acting treatment option and

self-administered therapies.

Towards a cure for HIV

Finding a cure for HIV is challenging, as the virus adapts

easily and rapidly and can hide in host cells, evading

detection by the immune system. Our approach aims

to free people from their treatment regimen by drawing

dormant HIV out of hiding so we can seek to eliminate it.

In 2025, we started ENTRANCE, a proof-of-concept study

that seeks to explore clinically the in vitro finding that

temsavir (fostemsavir, marketed as Rukobia) enhances

the ability of our bNAb, N6LS, to kill HIV-infected cells.

This is our first clinical study focused on cure and remission.

![GSK_AR25_Case_Study_Keylines.svg]()

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
|  |  | |  |  |  |
|  | Getting ahead for people  living with HIV | | |  |  |
|  | As well as advancing innovation to prevent and treat HIV, ViiV  Healthcare is working with partners to break down barriers  experienced by the community. Trevor (pictured) shares how  ViiV has supported him on both fronts. | | |  |  |
|  | Twenty years ago, Trevor’s partner  Ken passed away because of AIDS.  “That’s when everything fell to  pieces,” says Trevor, who was living  with HIV himself. “I was essentially  waiting to die.”  “It was only because the treatment  became available that I’m here  today. Half of my life very nearly  didn’t happen.”  After 15 years out of work, Trevor was  worried about finding another job.  But he was put in touch with the  work and skills programme run by |  | UK HIV charity, The Terence  Higgins Trust, in collaboration  with ViiV.  The programme is a partnership  that supports people living with  HIV on their journey back to  employment after extended  periods away from the workplace.  Being connected with the  programme helped Trevor to  focus on the future. In 2017, he  joined ViiV as part of the ‘Back to  Work’ programme, and today he  manages that same programme. |  |  |
|  |  |  | “It saved me,” says Trevor. “I’m  grateful to have plans for the  future. At some point, I didn’t.”  He adds: “Now to see people  come through the programme,  flourish, grow and take control of  their lives again, it’s a great thing  to see.” |
|  |  |  |  |  |  |

![HIV_Case_Study.jpg]()

|  |  |
| --- | --- |
|  |  |
|  |  |
|  | See [more from Trevor at](https://viivhealthcare.com/ending-hiv/people/)  [viivhealthcare.co](https://viivhealthcare.com/ending-hiv/people/) [m](https://viivhealthcare.com/ending-hiv/people/) |
|  | |
|  |

28

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|  |  |  |  |  |  |  |  |  |  |  |  |
| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Research and development continued | | | | | | | | | | | |

|  |
| --- |
|  |
| Infectious diseases |

Infectious diseases remain one of the greatest health

challenges, responsible for one in seven deaths worldwide.

They impact millions of people each year, putting

significant strain on healthcare systems and societies.

For more than 70 years, we’ve been at the forefront of

research into diseases caused by bacteria and viruses.

Today, we have one of the largest, and most diverse,

infectious disease portfolios in our industry, helping us

to meet our goal of positively impacting the health of

2.5 billion people by the end of the decade.

We focus on the development of prevention and treatment

options for infectious diseases that impact people across

their lifespan. This includes rarer but critical conditions like

meningitis; seasonal infections, like respiratory syncytial virus

(RSV) and influenza; latent infections like shingles; and

common childhood diseases. We also focus on drug-

resistant bacterial infections like urinary tract infections

(UTIs) and gonorrhoea, where antimicrobial resistance

(AMR) highlights the pressing need for innovative new

medicines and vaccines.

In this section:

|  |  |
| --- | --- |
|  |  |
| Asset | Potential indication/label  expansion1 |
| Penmenvy | Vaccine for meningitis |
| Arexvy | Vaccine for respiratory  syncytial virus |
| Shingrix | Vaccine for shingles |
| mRNA vaccine  candidates | Vaccine for influenza and  COVID-19, including  combinations |
| Vaccine candidates with  MAPS technology | Vaccine for pneumococcal  disease in adults and infants |
| Blujepa (gepotidacin) | Antibiotic for uncomplicated  urinary tract infections and  uncomplicated urogenital  gonorrhoea |
| tebipenem HBr | Antibiotic for complicated  urinary tract infections |

|  |  |
| --- | --- |
|  |  |
|  | See a more detailed pipeline listing on pages [34](#ia0478a7d9608435797b09f6fdeba7f82_88) and [284](#ia0478a7d9608435797b09f6fdeba7f82_568) |

#### Penmenvy



#### – a new 5-in-1 vaccine for invasive meningococcal disease (IMD)

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  |  |  |
|  | – Around 1.2 million people are diagnosed with IMD  every year.  – Adolescents and young adults between the ages  of 16 and 23 are one of the groups at highest risk  of infection.  – Up to one in six people diagnosed with IMD may die  despite treatment, while one in five survivors suffer  life-changing long-term consequences. |  |
|  |  |  |

Invasive meningococcal disease is a rare but devastating

illness that can progress rapidly. The highest rates of IMD

occur in infants, whose developing immune systems leave

them highly vulnerable. A second peak in incidence is seen

in adolescents and young adults due to close-contact

behaviours. There is a clear need for effective,

comprehensive protection for these vulnerable populations.

Penmenvy, our 5-in-1 MenABCWY vaccine combines our

meningitis ACWY vaccine, Menveo, and our meningitis B

vaccine, Bexsero, helping to provide protection for the five

most common causes of IMD with one vaccine.

In February 2025, Penmenvy was approved by the US FDA

to protect people aged 10 to 25, following two positive

phase III trials. Penmenvy also received a positive

recommendation in the US from the Advisory Committee

on Immunisation Practices (ACIP) as an alternative for

people aged 10 and over to receiving Bexsero and Menveo.

This was adopted as a recommendation by the US Centers

for Disease Control (CDC) and Penmenvy is now part of the

national adolescent meningococcal immunisation schedule

in the US.

Despite meningitis B being the leading cause of IMD

among US adolescents and young adults, uptake remains

low with less than 13% completing the recommended two

doses. Penmenvy aims to simplify immunisation by reducing

the number of injections needed for protection, which could

increase immunisation rates and protect more young

people from this serious disease.

Penmenvy builds on our global leadership in meningococcal

vaccination and represents a significant step in protecting

adolescents and young adults at a life stage when they are

at an increased risk of IMD.

.

(1) Assets with existing approval or in development for label expansion

are italicised

29

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| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
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| Research and development continued | | | | | | | | | | | |

#### Shingrix

#### – exploring the potential for broader benefits of shingles vaccination

![GSK_AR25_Grey_Panels_Shingrix_P29.svg]()

![GSK_AR25_Grey_Panels_Arexvy_P29.svg]()

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  |  |  |
|  | – Shingles typically presents as a rash with painful  blisters, with up to 30% of people then experiencing  post-hepatic neuralgia – a long lasting nerve pain  that can last for weeks or months.  – Over 90% of adults have the varicella-zoster virus  (VZV) dormant in their nervous system which can  reactivate as they age. This causes shingles, which  affects up to one in three people in their lifetime. |  |
|  |  |  |

Shingrix is now launched in over 60 countries, and has been

shown to provide more than a decade of shingles protection

in people aged 50 and over.

In 2025, the China National Medical Products Administration

(NMPA) approved Shingrix for the prevention of shingles in

adults aged 18 and over who are at increased risk due to

immunodeficiency or immunosuppression. We also received

approval from the US FDA and the EU for Shingrix in a

prefilled syringe for adults aged 50 and over, and adults

aged 18 and over at increased risk. This presentation of

Shingrix makes the vaccination process simpler for

healthcare professionals.

While Shingrix is only designed and approved to provide

protection from shingles, we continue to investigate

its potential broader benefits. In 2025, we presented new

evidence on the potential association between shingles

vaccination and lower risk of dementia and cardiovascular

events.1 We also published research in Nature Medicine

that used AI and machine learning models to show that

reactivation of the virus that causes shingles may be a risk

factor for dementia.

We also announced a first-of-its-kind collaboration with the

UK Dementia Research Institute and Health Data Research

UK to apply rigorous, population‑scale health data science

to explore whether the Recombinant Zoster Vaccine may

help reduce inflammation and support healthy ageing.

Exploring these important scientific questions aligns with our

goal of advancing science to improve health outcomes for

patients and society.

#### Arexvy–extendingrespiratory syncytial virus

#### (RSV) protection to more adults

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  |  |  |
|  | – RSV affects around 64 million people of all ages  each year globally, causing an estimated 160,000  deaths.  – It leads to around 470,000 hospitalisations per year  in adults aged 60 and over in high-income  countries.  – People with certain underlying conditions like  COPD, asthma, heart failure and diabetes are at  higher risk from RSV, which can worsen these  conditions and lead to pneumonia, hospitalisation  or death. |  |
|  |  |  |

Over 14 million people worldwide have received Arexvy,

our vaccine to provide adults with protection from RSV-

associated lower respiratory tract disease (LRTD).

Recognising the risk RSV poses to adults in younger age

groups living with health issues such as lung or heart

conditions, we continue to make progress in expanding

the groups of people who can benefit from Arexvy. In 2025,

the US ACIP recommended expanding RSV vaccination,

including Arexvy, to adults aged 50-59 years at increased

risk for severe RSV disease. Arexvy is now recommended in

the US for adults aged 50-74 at increased risk and for all

adults aged 75 and over. Arexvy also received approval in

the EU for expanded use in all adults 18 years and older.

Regulatory applications to expand the indication were also

accepted for review in the US and Japan for adults aged

18-49 at increased risk.

We continue to generate data that offer critical insights to

guide public health strategies and support the use of Arexvy

to prevent RSV-LRTD in adults. In 2025, new research

highlighted the significant burden of RSV in adults at risk,

due to age or certain underlying conditions, and the

potential impact of RSV vaccination on hospitalisation and

severe outcomes following RSV infection. We also shared

new data on how Arexvy can be used in clinical practice,

including the ability to administer at the same time as

pneumococcal and shingles vaccines.

(1) Any data regarding association between Shingrix (shingles vaccine)

and reduced risk or delayed onset of dementia and/or cardiovascular

disease are off-label information.

30

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| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Research and development continued | | | | | | | | | | | |

#### Other infectious diseases

We’re committed to driving vaccine innovation to protect

those most vulnerable and to reduce the global burden of

infectious diseases.

Influenza and respiratory combinations

Older adults, pregnant women and people with underlying

health conditions are most at risk from influenza and

COVID-19, the leading causes of severe respiratory

disease in US adults. During the 2024-25 season, these

illnesses led to an estimated 1.37 million hospitalisations

and 92,000 deaths in the US alone, putting a significant

burden on the healthcare system with combined annual

costs of over $45 billion.

We continue to develop mRNA-based vaccines to provide

protection against influenza and COVID-19, including

combinations. We now have four candidates in clinical

development, three in phase II for seasonal influenza,

pandemic influenza and COVID-19, and a seasonal

influenza/COVID-19 combination in phase I. In 2025,

we initiated additional phase II studies for seasonal

influenza to continue our evaluation of the safety and

immunogenicity of vaccine candidates in adults aged 18

and over.

Pneumococcal disease

Globally, there are around 100 serotypes of streptococcus

pneumoniae, the bacteria that causes pneumococcal

disease, which is responsible for the deaths of around

700,000 children worldwide each year. Older adults are also

at risk of severe illness and death from pneumonia due to

age-related immune decline and other medical conditions.

For pneumococcal disease, MAPS technology is designed

to target more strains (serotypes) at the same time,

without compromising the immune response to each

strain. This has the potential to provide broader protective

coverage and a stronger immune response. We’re

developing new multivalent vaccines for infants and adults

using MAPS technology with best-in-class potential for

pneumococcal disease. In 2025, we started a phase I trial

of our investigational Pn-MAPS30 plus vaccine in adults

aged 50 to 65.

.

#### Antibiotics

#### and antimicrobial resistance

Beyond vaccines, we are delivering innovation through

a novel portfolio of anti-infectives designed to combat

increasingly resistant bacterial infections.

Blujepa – a new treatment for uncomplicated urinary tract

infections (uUTIs) and uncomplicated gonorrhoea

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  |  |  |
|  | – More than half of all women experience a uUTI  in their lifetime, with approximately 30% suffering  from at least one recurrent episode.  – uUTIs affect up to 16 million women in the US  each year.  – Gonorrhoea is the second most commonly reported  sexually transmitted infection in the US, with over  over 600,000 cases reported annually. |  |
|  |  |  |

Blujepa (gepotidacin) is the first in a new class of oral

antibiotics for uUTIs in nearly 30 years. It was approved in

2025 by the US FDA and UK MHRA for the treatment of

females aged 12 and over with uUTIs, supported by positive

pivotal data from the phase III EAGLE-2 and EAGLE-3 trials.

With a novel mechanism of action-targeting bacterial

enzymes essential for DNA replication, Blujepa offers a new

approach to combat these resistant strains. Blujepa can help

address the growing prevalence of drug-resistant uUTIs,

which can lead to higher treatment failure rates, severe

discomfort and anxiety. Designed for administration in a

community setting, Blujepa also provides more accessible

and convenient treatment options for patients versus those

currently available. In 2025, we presented the first real-world

evidence that Blujepa provides early uUTI symptom relief

and positively impacts patients’ quality of life.

In 2025, the US FDA also approved Blujepa for the

treatment of uncomplicated urogenital gonorrhoea in

people aged 12 and over based on positive data from the

EAGLE-1 phase III trial. Gonorrhoea is a common sexually

transmitted infection caused by Neisseria gonorrhoeae,

which has been recognised by the WHO as a high-priority

pathogen and an urgent public health threat by the US

CDC. It affects both men and women and, if left untreated

or inadequately treated, it can lead to infertility and other

sexual and reproductive health complications. Blujepa offers

a new option for patients who currently rely on injectable

treatments.

31

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| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Research and development continued | | | | | | | | | | | |

Tebipenem HBr – treating complicated urinary tract

infections (cUTIs), including drug-resistant infections

We also continue to make progress towards a new

oral treatment option for cUTIs. An estimated 2.8 million

cases of cUTIs are treated annually in the US alone,

where they contribute to more than $6 billion a year

in healthcare costs.

Tebipenem HBr is our investigational oral treatment for

cUTIs, developed with Spero Therapeutics. In 2025, we

announced positive data from the pivotal phase III

PIVOT-PO trial, which was stopped early for efficacy,

demonstrating that cUTIs, including pyelonephritis, can

be treated with an oral carbapenem antibiotic as effectively

as with an intravenous one. A regulatory submission was

accepted by the US FDA and, if approved, tebipenem HBr

could be the first oral carbapenem antibiotic for patients in

the US who suffer from cUTIs.

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
|  |  | |  |  |  |
|  | Getting ahead for people  at risk of meningitis | | |  |  |
|  | We’re pursuing innovations to help protect against invasive meningococcal  disease (IMD), an uncommon but dangerous condition. Kate (pictured)  shares her story of becoming seriously ill with IMD. | | |  |  |
|  | At the end of the summer as a  counsellor at camp, 16-year-old Kate  felt under the weather. A couple of  days after camp ended, she became  achy and feverish, which she put  down to a regular bug.  Less than 24 hours later, Kate’s family  were told to say goodbye as she was  transferred by air ambulance to  intensive care. “The doctor said I was  the sickest anyone could ever be,  with the most life support anyone  could ever be on,” says Kate. “I was  just about hanging on to life.” |  | Kate’s story is typical of IMD.  It’s a severe bacterial infection  that can lead to the swelling of  fluid around the brain and spinal  cord, known as meningitis, sepsis  – a blood infection – or both.  It tends to come on suddenly  and can become life-threatening  within hours.  After a long road to recovery,  Kate now uses her experience  to warn others of the risks of  meningitis. “I want to keep talking  about [IMD] until everyone is |  |  |
|  |  |  | aware of the dangers of this  disease and how to prevent it,”  says Kate.“I want young people  to be highly aware of what’s  happening in their own bodies  and environments so that they can  properly take care of themselves.” |
|  |  |  |  |  |  |

![GSK_AR25_Case_Study_Keylines_Meningitis_P31.svg]()

![Meningitis_Case_Study.jpg]()

|  |  |
| --- | --- |
|  |  |
|  |  |
|  |  |
| [Read more from Kate at gsk.com](https://www.gsk.com/en-gb/behind-the-science-magazine/adolescent-risk-meningitis-prevention/) |
|  |

32

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| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Research and development continued | | | | | | | | | | | |

|  |
| --- |
|  |
| Technology |

Advanced technologies enable us to develop medicines

and vaccines with greater pace, precision and probability

of success. In 2025, we accelerated and expanded the

deployment of advanced data and platform technologies

end-to-end in R&D. Combined with artificial intelligence

(AI), these innovations deepen our understanding of the

human immune system and disease biology, enhancing

our potential to prevent and change the course of disease.

#### Data technology

We use advanced data assets, digital capabilities and

generative AI (GenAI) to gain deeper insights into patients,

human biology and disease mechanisms. Our teams use

our diverse, deep and proprietary data sources to work with

greater speed and precision, accelerating the delivery of

solutions to address pressing health challenges.

For example, the integration of GenAI and agentic AI

into our discovery process significantly enhances our

ability to identify genetically validated targets and

optimise molecular pathways. Paired with our use of

platform technologies, this allows us to accelerate R&D

timelines and improve the precision of our therapies.

#### Platform technology

Platform technologies are revolutionising the development

of medicines and vaccines. By integrating advanced

scientific approaches, we are pioneering precision

interventions that target diseases at every stage. These

platform capabilities enable emerging modalities designed

to prevent disease onset, halt progression and potentially

reverse damage, delivering meaningful benefits for patients.

Our platform technologies include:

Advanced monoclonal antibodies

These modulate the immune system with precision,

providing effective and durable treatment options with

favourable tolerability profiles. Our platforms enable the

development of best-in-class monoclonal antibodies

(e.g., targeting IL-5), and bi- and tri-specific antibodies

by integrating advanced computational protein modelling

with an end‑to‑end automated lab-in-the-loop platform.

This closes the design-build-test cycle so we can reliably

deliver therapeutic large molecules, faster.

Antibody-drug conjugates (ADCs)

ADCs target malignant cells by linking monoclonal

antibodies to cytotoxic medicines, minimising damage to

healthy tissues and addressing a key challenge in cancer

treatment. Our portfolio includes Blenrep for relapsed/

refractory multiple myeloma and investigational ADCs

targeting proteins highly expressed in multiple cancer types.

Small molecules

Small molecules are designed to target specific proteins or

enzymes with precision. Our digital chemistry platform uses

AI/machine learning (ML) and automation to accelerate

design-build-test cycles in small‑molecule discovery. Within

this, our unique generative design system, combined with

automation, will rapidly create chemical compounds at an

industry-leading scale and enable us to accelerate

identification and optimisation of candidates.

Oligonucleotides

Oligonucleotides tackle RNA-based diseases and modulate

gene expression, targeting conditions once deemed

untreatable. Unlike most traditional medicines that primarily

target proteins, oligonucleotides act directly on RNA, the

messenger between DNA and protein, allowing us to reach

targets that are often inaccessible to small molecules or

antibodies. We're advancing oligonucleotide discovery with

a growing portfolio that includes bepirovirsen for chronic

hepatitis B, gatuzosiran (GSK'990) for steatotic liver disease

(SLD) and a clinical-stage, first-in-class candidate, licensed

from Empirico in 2025, for COPD.

Our AI-powered, end-to-end oligonucleotide platform,

‘Oligopolis’, which incorporates the Elsie platform we

acquired in 2024, is redefining research in chemistry and

biology. The platform automates cycles of design, synthesis

and testing to accelerate delivery of molecules that are

optimised for safety, efficacy and manufacturability.

MAPS technology

MAPS technology builds on traditional pneumococcal

conjugate vaccines (PCVs) by optimising the presentation

of multiple polysaccharide and protein antigens. Including

a greater number of polysaccharides can potentially broaden

protection, while protein antigens can elicit T‑cell responses to

strengthen immunity. We’re applying this approach to develop

pneumococcal vaccines, with the potential to expand

protection against current and future pathogens.

mRNA technology

mRNA instructs the body’s own cells to produce specific

proteins and antigens, helping the immune system prevent

and fight disease. Using this advanced, adaptable platform

technology with demonstrated application in emerging and

constantly changing viral pathogens, we are developing

vaccines for influenza and COVID-19, including combinations.

Advanced adjuvants

Advanced adjuvants enhance the body’s immune response,

making vaccines more effective and enabling new vaccine

targets. Adjuvant-antigen combinations help to protect

specific patient groups, including older adults, where

vaccines like Arexvy and Shingrix can contribute to

addressing age-related declines in immunity.

33

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| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Research and development continued | | | | | | | | | | | |

#### Accelerating innovation in our pipeline

In 2025, we saw clear examples of the impact integrated

data and platform technologies are having across R&D:

Choosing the right targets

We’re focused on identifying targets with the highest

potential to prevent or alter the course of disease. By

integrating diverse data, advanced technologies, predictive

modelling and insights from strategic partnerships, we’re

increasing confidence in our target choice. An example

of this is our recent licensing partnership with Noetik, an AI-

native biotech, which grants us access to foundation models

for colorectal and non-small cell lung cancer research.

In COPD, our data-driven disease models combine human

genetics, genomics, cell biology and clinical studies to

strengthen our understanding of disease mechanisms. This

helped us validate and prioritise IL-33 and thymic stromal

lymphopoietin (TSLP) as promising targets for new

treatments and has the potential to reduce research

timelines and costs by up to tenfold. Collaborations with

leading institutions, such as Cambridge University, Boston

Medical Center and Boston University's Center for

Regenerative Medicine (CReM), are helping us scale these

efforts and improve the accuracy of early target validation.

In SLD, we’re using single-cell technology, which analyses

individual cells rather than population averages, significantly

improving precision in identifying targets. It’s estimated that

this approach could triple the chances of advancing to

phase III trials.

Identifying the right patients

We’re dedicated to ensuring our medicines and vaccines

reach the patients most likely to respond, based on the

characteristics of their disease. By integrating advanced

technologies such as AI/ML, organoids and biomarkers,

we are increasingly able to precisely match treatments to

individual patient characteristics, maximising therapeutic

impact.

In oncology, organoids – 3D tumour models grown from

patient tissue – have proven key to advancing personalised

cancer care. By replicating tumour behaviour, organoids

allow comprehensive testing of drug combinations and

more accurate prediction of treatment responses. Scaling

organoid technologies through partnerships with King’s

College London and our acquisition of CELLphenomics is

accelerating development of therapies like our B7-H3 and

B7-H4 ADCs, bringing us closer to cancer treatments

tailored to each patient’s unique tumour profile.

Circulating tumour DNA (ctDNA) technology enables earlier

cancer detection and tailored treatment strategies. When

combined with AI algorithms, ctDNA insights help predict

therapy responses, equipping healthcare providers with

data to inform precise treatment decisions.

AI/ML is also driving significant progress across chronic and

infectious diseases. AI-powered phenotype analysis using

UK Biobank data has reduced research timelines by over

50% in Metabolic Dysfunction-Associated Steatohepatitis

(MASH). Similarly, we’re using AI/ML analysis of real-world

data to explore the potential association between Shingrix,

our shingles vaccine, and a reduced risk of dementia. Our

Zoster 122 study published in Nature Medicine leveraged

advanced AI/ML models to uncover complex patterns

within large-scale data sets, often missed by traditional

methods. This large-scale study conducted on the

equivalent of over 25 million patient years of observation

time, allowed researchers to evaluate potential links

between varicella zoster virus (VZV) reactivation and

dementia onset, strengthening the hypothesis that VZV

reactivation may have a role in dementia risk.

Designing and manufacturing the right treatment

We’re revolutionising our approach to molecule design and

Chemistry, Manufacturing and Controls (CMC) using

innovative technologies that enable us to reach genetically

validated targets with the most effective treatment

modalities. Integrated tools, including AI, digital twins and

automated platforms, are driving improved quality,

consistency, and efficiency across research, development

and manufacturing. This includes using highly targeted

delivery mechanisms, such as ADCs in oncology (page [21](#ia0478a7d9608435797b09f6fdeba7f82_70))

and oligonucleotides for hepatitis B virus and liver disease

(page [19](#ie49f6fde69f545549e493cc61005c300_116935)).

Across our portfolio, digital twins are transforming

manufacturing efficiency, including for infectious diseases.

For Blujepa (gepotidacin) (page [30](#i712139c127a74bca9c8833d86bbb5a7c_46562)), in silico models

predicted impurity formation during storage, enabling the

submission of nine months of stability data to regulators

instead of the standard 12. For bepirovirsen (page [19](#ie49f6fde69f545549e493cc61005c300_116935)), digital

twins lowered costs by reducing freeze-drying cycle times by

23%, and for Menveo (our MenACWY vaccine), they

maximised yields through real-time process optimisation and

shortened early development timelines by 25%.

Finally, our AI/ML-powered lab-in-the-loop automated

systems, which scale experimentation and reduce resource

duplication, are redefining how we optimise therapies in HIV

and immunology.

Accelerating clinical trials

Innovative technologies – including predictive modelling,

automation, and advanced data technologies – are

optimising the way we conduct clinical trials, enabling faster

timelines, improved efficiency and reduced patient burden.

These advances aim to accelerate trials by 15%, and priority

studies by up to 50%, by 2028. By using data insights, we’re

automating clinical trial start-up, optimising site selection,

easing patient burden and enhancing decision making. This

has already helped reduce study sites by 10% for the B7-H3

ADC phase III trial and avoid a six-month delay for the B7-

H4 ADC phase III trial. Also, streamlined protocols, wearable

devices and fewer lab collections saved costs in our

depemokimab phase III trials, while improving patient

experience and data quality.

Finally, advanced technologies like digital twins and

machine learning are also helping to reduce trial complexity,

cutting patient numbers by up to 15% without compromising

statistical power. In 2025, retrospective study analysis and

testing of new methods in 10 protocol-stage trials

demonstrated efficiency gains, with plans for widespread

adoption in 2026.

34

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|  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |
| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Research and development continued | | | | | | | | | | | |

#### Pipeline overview

We have 58 assets in development, of which 17 are late-stage.

|  |
| --- |
|  |
| Phase III/Registration |
| camlipixant (P2X3 receptor antagonist) Refractory chronic cough |
| efimosfermin alfa (FGF21 analog)1 MASH |
| Exdensur (Long-acting anti-IL5 antibody)1 Asthma2,3 |
| linerixibat (IBAT inhibitor) Cholestatic pruritus in primary biliary  cholangitis3 |
| Nucala (Anti-IL5 antibody) COPD 3 |
| Low-carbon version of MDI, Ventolin (Beta 2 adrenergic receptor  agonist) Asthma |
| Blenrep (Anti-BCMA ADC)1 Multiple myeloma 3 |
| Jemperli (Anti-PD-1 antibody)1 dMMR/MSI-H colon cancer2 |
| risvutatug rezetecan (ADC targeting B7-H3)1 ES-SCLC2 |
| velzatinib (KIT inhibitor)1 GIST |
| Zejula (PARP inhibitor) 1 Newly diagnosed glioblastoma multiforme 2 |
| Arexvy (Recombinant protein, adjuvanted) 1 RSV adults (18-49 YoA  AIR) 2,3 |
| bepirovirsen (Antisense oligonucleotide)1 Chronic HBV infection 2 |
| Bexsero (Recombinant protein, OMV) Meningitis B (infants US) |
| Blujepa (BTI inhibitor)1 Uncomplicated UTI2,3 |
| GSK4178116 (Live, attenuated) Varicella new seed |
| tebipenem pivoxil (Antibacterial carbapenem)1 Complicated UTI 3 |
| Phase II |
| Benlysta (Anti-BLys antibody) Systemic sclerosis associated ILD 2,4 |
| GSK4532990 (HSD17B13 RNA interference) 1 MASH 2 |
| GSK5784283 (TSLP monoclonal antibody)1 Asthma |
| nivisnebart (Anti-sortilin antibody)1 Alzheimer’s disease |
| Ojjaara/Omjjara (JAK1, JAK2 and ACVR1 inhibitor)1 Myelodysplastic  syndrome 2 |
| cabotegravir (Integrase inhibitor) HIV |
| VH3810109 (Broadly neutralising antibody)1 HIV |
| VH4011499 (Capsid protein inhibitor) HIV |
| VH4524184 (Integrase inhibitor)1 HIV |
| alpibectir (Ethionamide booster)1 Tuberculosis |
| ganfeborole (Leucyl t-RNA synthetase inhibitor)1 Tuberculosis |
| GSK4077164 (Bivalent GMMA and TCV)1 Invasive non-typhoidal  salmonella |
| GSK4382276 (mRNA) 1 Seasonal flu |
| GSK4396687 (mRNA) 1 COVID-19 |
| GSK4406371 (Live, attenuated) MMRV new seed |
| GSK5102188 (Recombinant subunit, adjuvanted) UTI5 |
| GSK5536522 (mRNA) 1 Flu H5N1 pre-pandemic5 |
| GSK5637608 (Hepatitis B virus-targeted siRNA) 1 Chronic HBV infection |

|  |
| --- |
|  |
| Phase I |
| GSK3862995 (Anti-IL33 antibody) COPD |
| GSK4347859 (Interferon pathway modulator) Systemic lupus  erythematosus |
| GSK4527363 (B-cell modulator) Systemic lupus erythematosus |
| GSK4528287 (Anti-IL23-IL18 bispecific antibody)1 Inflammatory bowel  disease |
| GSK4771261 (Monoclonal antibody against novel kidney target)  Autosomal dominant PKD |
| GSK5926371 (Anti-CD19-CD20-CD3 trispecific antibody) 1 Autoimmune  disease |
| GSK6582701 (PDE3/4 inhibitor)1 COPD |
| GSK6759821 (siRNA for novel target) COPD |
| belantamab (Anti-BCMA antibody) Multiple myeloma |
| GSK5458514 (PSMAxCD3 T cell engaging bispecific antibody)1  Prostate cancer5 |
| GSK5460025 (Nucleotide excision repair targeting agent)1  Solid tumours 5 |
| mocertatug rezetecan (ADC targeting B7-H4)1 Gynaecologic  malignancies2 |
| XMT-20566 (STING agonist ADC)1 Cancer |
| VH4527079 (HIV entry inhibitor) HIV |
| GSK3772701 (P. falciparum whole cell inhibitor)1 Malaria |
| GSK3882347 (FimH antagonist)1 Uncomplicated UTI |
| GSK3923868 (PI4K beta inhibitor) Rhinovirus disease |
| GSK3965193 (PAPD5/PAPD7 inhibitor) Chronic HBV infection5 |
| GSK4024484 (P. falciparum whole cell inhibitor)1 Malaria |
| GSK4424989 (Recombinant/glycoconjugate vaccine)1  Group A streptococcal infections |
| GSK5251738 (TLR8 agonist)1 Chronic HBV infection |
| GSK5459248 (MAPS Pneumococcal 30+ valent adults) 1 Pneumococcal  disease |
| GSK5475152 (mRNA) 1 Seasonal flu/COVID-195 |
|  |
| Assets are ordered by therapy area within each phase: respiratory,  immunology and inflammation; oncology; HIV; and infectious diseases.  Only the most advanced indications are shown for each asset.  (1) In-licence or other alliance relationship with third party  (2) Additional indications or candidates also under investigation  (3) In registration  (4) In phase II/III study  (5) In phase I/II study  (6) GSK has an exclusive global licence option to co-develop and  commercialise the candidate  ADC: antibody drug conjugate; AIR: at increased risk;  COPD: chronic obstructive pulmonary disease; GMMA: generalised modules  for membrane antigens; HBV: hepatitis B virus; ILD: interstitial lung disease;  ES-SCLC: Extensive-stage small-cell lung cancer;  GIST: Gastrointestinal stromal tumours;  MASH: metabolic dysfunction-associated steatohepatitis;  MDI: Metered dose inhaler;  MMRV: measles, mumps, rubella and varicella;  OMV: outer membrane vesicle; PKD: polycystic kidney disease;  RSV: respiratory syncytial virus; siRNA: small interfering RNA;  UTI: urinary tract infection; YoA: years of age. |

35

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |
| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |

### Com

### mercial operations

![]()

Carolina is the site director at our

manufacturing facility in Aranda,

Spain. The site manufactures around

180 million packs of medicines a year.

Carolina, who started out as a

pharmacist, says: “At GSK, I feel that

I’m helping patients at a bigger scale.”

[Watch Carolina's story](https://www.gsk.com/en-gb/company/outstanding-people/great-place-to-work/#Meet-Carolina-barrier-breaker-innovation-enabler-community-builder-harnessing-our-cutting-edge-manufacturing-to-make-a-difference-for-patients-at-a-global-scale-) on gsk.com

36

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |
| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Commercial operations | | | | | | | | | | | |

We delivered another year of strong performance in 2025. Sales grew to over

£32 billion, driven mainly by momentum in Specialty Medicines and with growth

across all regions.

|  |
| --- |
|  |
| Total sales |

|  |  |  |
| --- | --- | --- |
|  |  |  |
| £32.7bn | +4% | +7% |
|  | AER | CER |

|  |
| --- |
|  |
| Sales contribution by product groups |

![219]()

+17%

-1%

+2%

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| n | 2024 | n | 2025 |

|  |
| --- |
|  |
| Turnover by product groups |

Specialty Medicines

£13.5bn +14% AER; +17% CER

Vaccines

£9.2bn –% AER; +2% CER

General Medicines

£10.0bn -4% AER; -1% CER

|  |
| --- |
|  |
| Sales contribution by region |

![31336081393940]()

+6%

+4%

+12%

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| n | 2024 | n | 2025 |

|  |
| --- |
|  |
| Turnover by region |

US

£16.9bn +3% AER; +6% CER

Europe

£7.5bn +13% AER; +12% CER

International

£8.3bn -1% AER; +4% CER

|  |  |
| --- | --- |
|  |  |
|  | See Group financial review on page [79](#ia0478a7d9608435797b09f6fdeba7f82_193) for more detail |

Absolute values at AER; changes at CER, unless stated otherwise

37

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |
| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Specialty Medicines | | | | | | | | | | | |

Our  specialty medicines prevent and treat diseases, from asthma, cancer

and HIV to autoimmune diseases like lupus. Many are first or best-in-class.

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  |  |  |
|  |  |  |
|  | Specialty Medicines sales |  |
|  | £13.5bn |  |
|  | +14% AER; +17% CER |  |
|  |  |  |
|  | Respiratory, immunology  and inflammation |  |
|  | £3.8bn |  |
|  | +15% AER; +18% CER |  |
|  |  |  |
|  | Oncology |  |
|  | £2.0bn |  |
|  | +40% AER; +43% CER |  |
|  |  |  |
|  | HIV sales |  |
|  | £7.7bn |  |
|  | +8% AER; +11% CER |  |

![GSK_CommOps_Divider_boxes_Speciality_Medicnes.svg]()

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  |  |  |  |  |
| Key marketed products | | | | |
| Product | Disease | Total revenue | AER | CER |
| Dovato | HIV treatment | £2.7bn | 20% | 22% |
| Cabenuva  (Vocabria + Rekambys  in Europe and Japan ) | HIV treatment | £1.4bn | 38% | 42% |
| Tivicay | HIV treatment | £1.3bn | -2% | –% |
| Triumeq | HIV treatment | £1.0bn | -25% | -23% |
| Juluca | HIV treatment | £656m | -4% | -2% |
| Apretude | HIV prevention | £439m | 57% | 62% |
| Rukobia | HIV treatment | £169m | 5% | 8% |
| Nucala | Respiratory eosinophil-driven  diseases | £2.0bn | 13% | 15% |
| Benlysta | Lupus and lupus nephritis | £1.8bn | 19% | 22% |
| Jemperli | Endometrial cancer | £861m | 84% | 89% |
| Zejula | Ovarian cancer | £557m | -6% | -4% |
| Ojjaara/Omjjara | Myelofibrosis | £554m | 57% | 60% |
| Blenrep | Multiple myeloma | £17m | >100% | >100% |

|  |  |
| --- | --- |
|  |  |
|  | For full commentary see Group financial review |
|  | |
|  |

![Page_37.jpg]()

Multiple myeloma cancer cells among

red blood cells and antibodies

38

|  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |
| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Specialty Medicines continued | | | | | | | | | | | |

Specialty Medicines continues to be the most important

driver of our business, with double-digit growth in all

therapy areas. Specialty Medicines is our largest business,

accounting for over 40% of sales. Sales were £13.5 billion

in 2025, up 14% AER, 17% CER.

In the last three years we have launched innovations in

respiratory, immunology, oncology and HIV; three of the five

major FDA product approvals in 2025 were in Specialty

Medicines. We expect Specialty Medicines to be a major

driver of growth in the future and account for over 50% of

sales by 2031.

To drive growth, we’re accelerating our pipeline and

prioritising business development that targets acquisitions

and partnerships to strengthen and complement our core

therapy areas.

Respiratory, immunology and inflammation

Double-digit sales growth in respiratory, immunology and

inflammation was primarily driven by Nucala and Benlysta.

Nucala is our IL-5 antagonist monoclonal antibody treatment

for multiple diseases with underlying type 2 inflammation,

including severe asthma and chronic rhinosinusitis with nasal

polyps. There was double-digit growth across all regions,

reflecting the higher patient demand for treatments

addressing eosinophilic-led disease.

The strong performance in 2025 was driven by our

successful launch in COPD, following the US FDA’s approval

of Nucala in COPD in May. We’re applying the lessons from

the severe asthma market with Nucala to the launch of

Exdensur, our ultra long-acting IL-5, which is now approved

in the US, UK and Japan.

Benlysta, our monoclonal antibody treatment for lupus,

continues to see strong demand and volume growth,

supported by all major guidelines. In the US, 82% of

biologic naive patients are now starting on Benlysta.

We’re focused on helping to identify and treat patients

earlier, before lupus progresses and organ damage occurs.

Oncology

Strong oncology sales growth was largely driven by

increasing patient demand for Jemperli and Ojjaara/

Omjjara, partially offset by decreases in Zejula.

Blenrep (belantamab mafodotin) is our antibody-drug

conjugate treatment for relapsed or refractory multiple

myeloma. It has now been approved in 15 markets. In the

US, we received approval in the third line or later setting.

Over one third of total multiple myeloma treated patients

are in this setting. We expect Blenrep to meaningfully

advance treatment options for patients with multiple

myeloma and we continue to expect Blenrep to be a

material growth driver in the next three to four years.

Jemperli, a PD-1-blocking antibody, is the backbone

of our ongoing immuno-oncology-based research and

development programme. Sales of Jemperli grew strongly

following approvals in 2024 and 2025 expanding the

indication to include all adult patients with primary

advanced or recurrent endometrial cancer. Strong growth

continues in the US from high patient uptake, with the

Europe and International regions increasingly contributing

to sales and growth. Jemperli is now available in over

39 countries worldwide.

Ojjaara/Omjjara, a treatment for myelofibrosis patients with

anaemia, grew strongly in the full year. Growth contributions

from Europe and International continued to increase

following high patient uptake, and from commercial

launches in 2025 across the regions including in France,

Spain, Italy, Australia and Canada. Ojjaara/Omjjara is now

available in over 30 countries worldwide.

In ovarian cancer, Zejula saw a decrease in sales, driven

by ongoing volume reductions, including impacts of an

FDA labelling update restricting use to certain patient

populations, and the impacts of IRA Medicare Part D

redesign in the US.

HIV

HIV sales growth was driven by strong patient demand, with

our long-acting injectables (Cabenuva, Apretude) and our

daily oral single-dose tablet, Dovato. In 2025, long-acting

medicines contributed over 75% of total HIV growth with

Cabenuva contributing 55%. Long-acting injectables now

represent around a third of US sales. Due to their continued

momentum, we remain confident in our ability to deliver our

commitment of over £2 billion in long-acting sales by 2026.

Cabenuva, the world’s first and only complete long-acting

regimen for HIV treatment, is available in 29 markets

including the US, Europe, Japan, China and Australia and

is currently transforming the lives of 103,000 people living

with HIV.

Apretude, the world’s first long-acting medicine for HIV

prevention, is approved in 60 countries including the US,

UK, EU, Australia and South Africa. Around 28,000 people

are currently benefiting from Apretude in the US.

Dovato – approved in the US, Europe, Japan, Australia

and other countries worldwide – remains our biggest

oral regimen.

Our strategy for growth is centred on our current innovative

portfolio of medicines and the development of even longer-

acting INSTI-based options for HIV treatment and

prevention, which patients tell us they want and need.

|  |  |
| --- | --- |
|  |  |
|  | See Group financial review on page [79](#ia0478a7d9608435797b09f6fdeba7f82_193) for more detail |

Growth reported at CER unless otherwise stated

39

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |
| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Vaccines | | | | | | | | | | | |

Our vaccines portfolio targets infectious diseases at every stage of life,

#### helping to protect people from meningitis, shingles, RSV and many more.

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  |  |  |
|  |  |  |
|  | Vaccine sales |  |
|  | £9.2bn |  |
|  | –% AER; +2% CER |  |
|  |  |  |
|  | Shingrix |  |
|  | £3.6bn |  |
|  | +6% AER;  +8% CER |  |
|  |  |  |
|  | Meningitis vaccines |  |
|  | £1.6bn |  |
|  | +10% AER; +12% CER |  |
|  |  |  |
|  | Arexvy |  |
|  | £593m |  |
|  | +1% AER;  +2% CER |  |

![GSK_CommOps_Divider_boxes_Vaccines.svg]()

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  |  |  |  |  |
| Key products | | | | |
| Product | Disease | Total revenue | AER | CER |
| Shingrix | Herpes zoster (shingles) | £3.6bn | 6% | 8% |
| Bexsero | Meningitis group B | £1.2bn | 14% | 16% |
| Menveo | Meningitis group A, C, W and Y | £402m | 4% | 6% |
| Penmenvy | Meningitis group A, B, C, W and Y | £8m | –% | –% |
| Arexvy | RSV | £593m | 1% | 2% |
| Fluarix, FluLaval | Seasonal influenza | £303m | -26% | -24% |
| Engerix, Twinrix, Havrix | Hepatitis | £643m | 13% | 17% |
| Boostrix | Diphtheria, tetanus, acellular  pertussis booster | £654m | -4% | -2% |
| Rotarix | Rotavirus | £546m | -7% | -5% |
| Infanrix, Pediarix | Diphtheria, tetanus, pertussis, polio,  hepatitis B, haemophilus influenza  type B | £519m | 1% | 4% |
| Priorix, Varilrix,  Priorix Tetra | Measles, mumps, rubella and  chickenpox | £425m | 32% | 33% |
| Synflorix | Invasive disease, pneumonia,  acute otitis media | £159m | -30% | -29% |
| Cervarix | Human papilloma virus | £23m | -68% | -68% |

|  |  |
| --- | --- |
|  |  |
|  | For full commentary see Group financial review |
|  | |
|  |

![VaccinesImage.jpg]()

Meningococcal serogroups

(ABCWY) meningitis bacteria

40

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |
| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Vaccines continued | | | | | | | | | | | |

Our portfolio of marketed vaccines – one of the broadest

in the industry – helps to protect people from infectious

diseases at every stage of life. We deliver on average more

than one million doses of our vaccines every day.

Vaccines sales were £9.2 billion, stable at AER and up 2%

CER. This reflected strong demand outside the US for

Shingrix, Arexvy and meningitis vaccines, partly offset by

lower US demand for Shingrix, Arexvy and influenza

vaccines together with lower international sales of

established vaccines.

In line with our commercial strategies, we successfully

broadened access through age and geographic expansion,

improving vaccination rates by focusing on adult patients at

risk and further differentiation of our vaccines. We exceeded

expectations in getting more patients protected in key

markets, particularly with Shingrix and Bexsero.

Prevention through vaccination is more important than ever

amid growing patient need in existing and new diseases.

With populations ageing, comorbidities cause significant

public health need. This will drive sustained growth in the

vaccines market.

We keep investing in innovation. This includes further

expanding the reach and enhancing the profile of our

vaccines, as well as delivering the next wave of innovation

through our mRNA and MAPS programmes. We’re also

entering a new phase in investigating and expanding the

growing body of evidence exploring a potential link

between shingles vaccination and reduced risks for

dementia and cardiovascular disease.

Vaccines are complex and highly technical to develop and

manufacture. Our discovery, development and supply of

vaccines at scale are built on a long-term commitment to

address unmet need, build trust through transparency and

ensure the quality and safety of our products. We continue

to adapt to evolving market dynamics.

Through our strong portfolio and multi-platform pipeline,

our vaccines are well-positioned to contribute to our

ambition of positively impacting the health of 2.5 billion

people by the end of the decade.

|  |  |
| --- | --- |
|  |  |
|  | For more on our vaccines R&D, see pages [28](#ia0478a7d9608435797b09f6fdeba7f82_79) to [30](#i712139c127a74bca9c8833d86bbb5a7c_46562). |

Shingrix

Shingrix had another record year. Sales grew strongly

reflecting double-digit growth in Europe and International

markets, driven by significant increased demand and partly

offset by lower sales in the US.

A number of factors drove growth, including increased

demand in Europe following the launch in France and

expanded public funding across several countries in Europe

and in Japan. We supply China through our exclusive

agreement with Chongqing Zhifei Biological Products, Ltd.

to distribute and promote Shingrix through its network of

over 29,000 vaccination points.

In the US, 44% of the 120 million adults recommended to

receive Shingrix have been vaccinated, up 4% compared

to 2024. Sales in the US declined due to the continued

slowdown in the pace of reaching harder-to-activate

unvaccinated consumers.

Shingrix is now launched in 61 countries, with countries

outside the US representing 66% of 2025 sales. We continue

to see significant opportunities for growth across the top

10 markets outside the US where the average immunisation

rate is around 10% and uptake is significantly higher where

it is funded.

Arexvy

Arexvy sales grew, driven by recommendation and

reimbursement in Germany and tender deliveries in Spain

and Canada. While Arexvy maintained its market-leading

position in the US for older adults, sales declined due to

harder-to-activate consumers and lower market share.

More than 14 million adults globally have received our

RSV vaccine Arexvy since it was launched in 2023. Arexvy

continues to support our commercial ambitions. We believe

we are well positioned for sustained growth over the

medium and long term, with multi-billion pound sales

potential. This confidence is driven by Arexvy’s differentiated

clinical profile, the strength of our in-market partnerships,

and building on our established performance across Europe

and International markets. We also benefit from our

established expertise in serving the older adult population

and from the flexibility to co-administer Arexvy alongside

Shingrix and other key adult vaccines, enhancing both

convenience and public health impact.

Arexvy is approved in 69 markets globally, 21 countries have

national RSV vaccination recommendations for older adults

and nine countries, including the US, have reimbursement

programmes. With further approvals of expanded

indications expected in 2026, as well as appropriate

recommendations from public health authorities, Arexvy has

the potential to relieve pressure on healthcare systems and

help prevent the severe consequences of RSV globally.

41

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| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Vaccines continued | | | | | | | | | | | |

Meningitis vaccines

Strong performance of our meningitis vaccines was led

by Bexsero, our meningitis B vaccine. Bexsero continues to

see double-digit growth primarily due to recommendation

and reimbursement in Germany, expanded cohort

recommendations in France, and solid commercial

execution in Turkey and Vietnam. We’ll drive future growth

of our portfolio through geographic and cohort expansion

and strengthening of our market position.

In 2025 initial sales for Penmenvy, our pentavalent

MenABCWY vaccine approved by the US FDA to

protect people aged 10 to 25 years, reached £8 million.

Penmenvy also received a positive recommendation from

ACIP as an alternative for people aged 10 years and over

to receiving Bexsero and Menveo (our meningitis ACWY

vaccine). This recommendation was adopted and published

as an official CDC recommendation and Penmenvy is now

part of the national adolescent immunisation schedule.

Established vaccines

Our established vaccines remain an important part of

our portfolio. These include vaccines that protect against

hepatitis, rotavirus and measles – which represents a

third of our total vaccines business.

Established vaccines sales decreased as a result of the

impact of divested brands, competitive pressure for Synflorix

and Cervarix and lower US demand and unfavourable

pricing for hepatitis vaccines. This was partly offset by

higher sales of measles, mumps, rubella and varicella

(MMRV) vaccines.

We seek to maximise uptake of our established vaccines

among those who need them through prioritising specific

segments for growth, such as for MMRV vaccines, as we

continue to raise awareness of the importance of

vaccination.

|  |  |
| --- | --- |
|  |  |
|  | See Group financial review on page [79](#ia0478a7d9608435797b09f6fdeba7f82_193) for more detail |

42

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| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| General Medicines | | | | | | | | | | | |

Our broad portfolio of general medicines, from inhalers for asthma and

COPD to antibiotics, improve life for millions of people around the world.

Many are market leaders.

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  |  |  |
|  |  |  |
|  | General Medicines sales |  |
|  | £10.0bn |  |
|  | -4% AER; -1% CER |  |
|  |  |  |
|  | Trelegy |  |
|  | £3.0bn |  |
|  | +11% AER; +13% CER |  |

![GSK_CommOps_Divider_boxes_General_Medicines.svg]()

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  |  |  |  |  |
| Key marketed products | | | | |
| Product | Disease | Total revenue | AER | CER |
| Trelegy Ellipta | Asthma, COPD | £3bn | 11% | 13% |
| Relvar/Breo Ellipta | Asthma, COPD | £1bn | -5% | -3% |
| Seretide/Advair | Asthma, COPD | £0.9bn | -19% | -17% |
| Ventolin | Asthma, COPD | £703m | –% | 3% |
| Anoro Ellipta | COPD | £542m | -5% | -4% |
| Augmentin | Common bacterial infections | £602m | -5% | -1% |
| Avodart & Duodart | Benign prostatic hyperplasia (BPH) | £297m | -12% | -10% |
| Avamys | Allergic rhinitis | £222m | -12% | -10% |
| Dermovate, Betnovate,  Cutivate, Eumovate | Inflammatory skin conditions | £204m | -2% | 3% |

|  |  |
| --- | --- |
|  |  |
|  | For full commentary see Group financial review |
|  | |
|  |

![GenMedImage.jpg]()

E.coli bacteria

43

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| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| General Medicines continued | | | | | | | | | | | |

Every day, our broad portfolio of General Medicines

products, many of them market leaders, make life better for

millions of people all over the world. Over the next decade,

our ambition is for these products to have a positive impact

on the lives of hundreds of millions of patients.

General Medicines sales were  £10 billion, -4% AER, -1% CER.

Growth in Trelegy was offset by reductions in other

respiratory and other general medicine product sales as a

result of continued generic competition across the portfolio.

The portfolio includes medicines typically prescribed in

primary care. We supply them in more than 100 countries,

and they represent more than 70% of our total medicines

and vaccines supply volume. In 2025, General Medicines

contributed almost one third of our sales, helping to fund

growth and investment in R&D and returns to shareholders.

Respiratory and infectious diseases therapeutics make up

76% of our General Medicines revenue, and we expect our

asthma and COPD medicines Trelegy and  Anoro to grow

further, alongside continued growth for select established

products in emerging markets.

To maximise returns, we prioritise investment in brands that

are growing strongly, while managing the expected decline

of other products in mature markets as they lose their patent

exclusivity. We use our deep expertise in respiratory and

infectious diseases to support the launch of new medicines.

Those currently in development include a low-carbon

version of our Ventolin metered dose inhaler and novel

infectious disease medicine tebipenem which has the

potential to treat complicated UTIs. We also recently

launched Blujepa – the first in a new class of oral

antibiotics for the treatment of uncomplicated UTIs in

nearly 30 years.

|  |  |
| --- | --- |
|  |  |
|  | Read more about Blujepa  in R&D on page [30](#i712139c127a74bca9c8833d86bbb5a7c_67939) |

Trelegy

Trelegy, our single inhaler triple therapy (SITT) for COPD

and asthma, is licensed in over 60 countries for COPD,

with dual indications for asthma and COPD in more than

20 countries, including the US and Japan.

In January 2026, following asthma indication approval,

Trelegy became the only SITT in China approved for both

COPD and asthma.

In 2025, Trelegy reinforced its position as the number one

SITT and as the top-selling brand in COPD and asthma

globally. This has been driven by its leading position in the

two largest markets, the US and Japan, and by the SITT

class’s positive positioning across COPD scientific evidence

and global guidelines.

The 2026 Global Initiative for Chronic Obstructive Lung

Disease (GOLD) report, re-enforced the recommendation

for triple therapy over ICS/LABA for exacerbating patients,

with a new lower threshold of only one moderate or severe

exacerbation. This, alongside increasing scientific evidence

generation and competitiveness within the class, will continue

to dynamise the SITT market, which, eight years after first

launch, continues to grow at over 20% year on year.

The 2026 GOLD report also for the first time included a

section on Disease activity, stability and control, indicating a

positive shift towards more ambitious treatment goals for

HCPs and patients. New biologic therapeutic options in

COPD and asthma are also reinforcing this opportunity for

more ambitious treatment goals. We expect a market shift

towards optimising treatments, favouring growth for the

SITT class, as the combination of ICS, LABA and LAMA is

expected to be the predominant inhaled treatment

backbone for add-on biologics where available.

Anoro

Anoro is approved in approximately 80 countries to treat

symptomatic COPD. It remains the global market leader in

the LAMA/LABA class by volume (unit sales), with global

sales (excluding US) continuing to grow. Anoro’s strong

clinical data profile includes head-to-head data in the

LAMA/LABA class and versus other common initial

maintenance therapy options, such as LAMA.

Ventolin

Almost six decades after its first development, Ventolin

remains highly valued by patients and healthcare

professionals. Due to the scale of volume and worldwide

use, our Ventolin metered dose inhaler (MDI) represents a

significant proportion of our carbon emissions. In 2025, we

completed phase III clinical trials in our R&D programme to

redevelop Ventolin MDIs using a low global warming

potential (low-GWP) propellant. If approved, this next-

generation version has the potential to reduce greenhouse

gas emissions by 92% per inhaler.

Augmentin

Since its launch more than 40 years ago, Augmentin – a

global leader in oral antibiotics – has been used to treat

over two billion patients and demand continues to be strong

across all regions. Augmentin, which is available in over 100

countries, is categorised by the World Health Organization

as an AWaRE Access antibiotic. Access antibiotics are

recommended as first or second choice treatments for

common infections because of factors like their lower

potential for antimicrobial resistance.

Relvar

Relvar is available in 84 countries for the treatment of

moderate-to-severe asthma, and for COPD patients who

require an inhaled corticosteroid. Relvar is the second-

largest product in the General Medicines portfolio, with

global sales exceeding £1 billion in 2025. Relvar’s strong

clinical data profile is supported by a wealth of real-world

evidence supporting the positive outcomes patients can

achieve. Sales growth continues to outpace the ICS/LABA

market globally ex-US. ICS/LABA remains the mainstay of

asthma treatment. Accordingly, Relvar will continue to be a

strong contributor to General Medicines revenue in the

coming years.

|  |  |
| --- | --- |
|  |  |
|  | See Group financial review on page [79](#ia0478a7d9608435797b09f6fdeba7f82_193) for more detail |

44

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| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
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| Manufacturing  and supply | | | | | | | | | | | |

![Page_34.jpg]()

#### Wecontinue to invest in a resilient global supply chain that can consistently delivermedicines

#### and vaccines to meet patient needs at pace and scale.

Our global supply chain is critical to manufacturing and

supplying reliable, high-quality medicines and vaccines

to positively impact health and drive our performance.

More than 24,000 people are working across our global

network of 33 manufacturing sites to ensure the flow of

medicines and vaccines needed to get ahead of disease

together. In 2025, our network delivered 1.64 billion packs

of medicines and 389 million vaccine doses.

Following the integration of our medicines and vaccines

manufacturing network in 2024, we continue to transform

our supply chain to strengthen our resilience and future-

proof our operations. By bringing together our teams

and expertise in medicines and vaccines, we’ve increased

efficiency and enhanced our capabilities to deliver our

new products.

We’re harnessing new technologies to transform how we

manufacture medicines and vaccines. At the same time,

we’re taking further steps to protect continuity of supply

for products, critical materials and components. Together,

these efforts drive efficiency, maintain product quality

and increase capacity so that we can consistently deliver

medicines and vaccines to meet patient needs at pace

and scale.

#### Investing for the future

We continue to invest in reshaping, simplifying and

strengthening our operations. Our investments are

focused on creating an agile network with the capacity

and capability to bring the next generation of specialty

medicines and vaccines to patients.

In September 2025, we announced a $1.2 billion investment

over the next five years in advanced manufacturing facilities,

AI and advanced digital technologies, to deliver new, next-

generation biopharma factories and laboratories in the US.

These investments, which are part of our manufacturing

investment commitment in the US, build on our strong

existing innovation and manufacturing footprint and

capabilities in the US.

![]()

Martha is an engineer working at one of our

manufacturing sites in Scotland, having completed our

engineering graduate scheme. She is supporting the site’s

renewable energy transition: “I'm modelling the site's

energy consumption to map it up with our renewable

energy, to drive future sustainability projects.”

Watch [Martha’s story on gsk.com](https://www.gsk.com/en-gb/company/outstanding-people/great-place-to-work/#Meet-Sarah-and-Martha-engineers-supporting-our-renewable-energy-transition)

45

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| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
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| Manufacturing and supply continued | | | | | | | | | | | |

The investments include construction of an additional new

biologics flex factory at Upper Merion, Pennsylvania. A flex

factory is a multipurpose production facility that can adapt

quickly to produce different types of medicines, often using

modular equipment and standardised processes. The new

biologics flex factory will focus on delivering potential best-

in-class medicines for respiratory disease and cancer for

patients in the US and around the world.

Alongside the new flex factory, we’ll be investing in AI and

digital capability across our five existing US manufacturing

sites, as well as new drug substance manufacturing and

device and auto-injector assembly capabilities.

The investments follow an $800 million expansion of our site

in Marietta, Pennsylvania, which was announced in 2024.

We officially broke ground on the new facilities in April 2025.

The new facilities will double the size and capacity of the

existing site. As part of this project, we’re bringing R&D and

manufacturing together in one location, enabling even

closer collaboration on delivery of our pipeline.

In the UK, at our Barnard Castle site an investment of

£120 million is underway to expand the manufacturing

of next-generation specialty medicines. This investment

includes installing a high-speed aseptic syringe filling line,

enhancing the site’s existing specialist capabilities and

ensuring we continue to meet growing demand.

As part of streamlining and simplifying our network, in 2025,

we closed our sites in Tianjin, China and Quality Road,

Singapore, following successful transfers of production

to outsourced partners. As planned, we also closed our

Ulverston site in the UK following the divestment of our

cephalosporins antibiotics portfolio.

In the US, the Binney Street facility is transitioning solely to

an R&D facility, with the manufacturing operations being

decommissioned. We also reached an agreement to divest

our Rockville site to one of our valued, long-term Contract

Development and Manufacturing Organisation (CDMO)

partners. The sale is expected to close towards the end of

the first quarter of 2026.

#### Accelerating innovation

Our global supply chain teams play a pivotal role in the way

we prevent and change the course of disease, bringing our

innovations to patients as quickly, efficiently and effectively

as possible. They’re involved early in product and process

development, working with R&D to make sure that what

works in clinical trials can be smoothly scaled up to

commercial production.

Five key product approvals in 2025 underline the strength

of our portfolio and pipeline. As such, our supply chain

teams have never played a more pivotal role in preparing

for and delivering these product expansions and new

launches to patients around the world.

– Blenrep: Within one week of regulatory approval in the UK,

our sites in the US, Italy and Singapore worked together

to prepare the first batch for shipment.

– Exdensur: The first batch was ready for launch within days

of the first approval, and shipped from our Barnard Castle

site before the end of the year.

– Nucala: Our agile respiratory supply chain enabled us to

meet immediate demand for this product expansion in the

US. To further strengthen our supply chain resilience,

we've established a new external supply partnership for

manufacturing Nucala, complementing our existing

internal capabilities.

– Blujepa: We successfully supplied launch volumes in 2025.

In preparation for demand at launch, our teams used

a digital twin of the manufacturing process to model

various production scenarios to select the right equipment

for scaled commercial production.

– Penmenvy: Our sites at Wavre in Belgium, Rosia in Italy,

and Marietta in the US, coordinated to supply doses of

this vaccine for US adolescents and young people in the

summer of 2025.

|  |  |
| --- | --- |
|  |  |
|  | Read more about our five key product approvals on page [6](#ia0478a7d9608435797b09f6fdeba7f82_4924) |
|  | Read more about our research and development on page [15](#ia0478a7d9608435797b09f6fdeba7f82_58) |

#### Harnessing technology

Across our supply chain, we’re implementing integrated

digital solutions, smart manufacturing and AI to ensure our

factories are fit for the future and to enhance speed, quality

and efficiency.

Smart manufacturing is a broad programme incorporating

many new technologies such as intelligent digital

automation, dynamic simulation and process modelling

tools. We’re initially focusing on three pilot sites before

broader implementation. At the heart of our smart

manufacturing strategy is a centralised interface that

consolidates data from multiple sources. This enables us to

quickly gain insights and deploy advanced AI applications.

We've already implemented several successful examples,

including supporting accurate execution of complex

manufacturing steps, process changeovers, and

maintenance. Also, by combining Process Analytical

Technology with digital twins, we can track production in

real time and optimise process yield, leading to

improvements in product costs.

A key project in our digital transformation is the

implementation of integrated business planning. This year

we successfully rolled out advanced demand planning

across a large part of our global network and we’ll accelerate

this deployment in the coming year. By integrating our

planning processes with advanced forecasting AI, we’ll

drive improvements in planning accuracy and supply chain

efficiency, leading to optimised inventory levels.

46

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| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
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| Manufacturing and supply continued | | | | | | | | | | | |

AI applications are also delivering tangible benefits in

several other key areas: enhancing production through

advanced parameter analysis; enabling predictive

maintenance to minimise downtime; and ensuring

robust environmental monitoring and control.

Generative AI has been implemented at over 20 sites to

review historical investigation data and identify trends for

improvement. Also, in 2025 we launched an AI investigation

tool to enhance the quality of investigations. In 2026, we’re

launching a multi-agent platform to support inspection

readiness by detecting and preventing issues in real time

before they lead to investigations.

#### Building sustainable and responsible manufacturing

We’re committed to responsible, sustainable practices in our

supply chain. This helps to protect our environment and to

future-proof our network against potential climate and

nature-related risks.

A key priority is our supply chain’s preparedness for the

launch of low-carbon Ventolin from 2026. Following positive

phase III clinical results, teams across our sites are working

to make sure we’re ready for launch. This will significantly

reduce the carbon footprint of one of our key medicines by

over 90%, helping us to deliver on our sustainability

commitments.

In 2025, we continued to progress the deployment of solar

energy in our manufacturing sites. In total, 23 of our sites are

now using solar energy to contribute towards sustainable

energy consumption.

This year we adopted new automation and robotics to

enhance production efficiency and reduce material waste.

We are also transitioning from manual to electronic batch

records to reduce paper waste, resulting in an 83%

reduction in time taken for quality reviews of batch records.

As part of our broader efforts to get ahead of antimicrobial

resistance (AMR), which is a major threat to global health,

in 2025 we extended our BSI AMR Kitemark certifications.

The kitemark gives independent assurance that the

antibiotics manufacturing process meets rigorous

international standards. Our Worthing antibiotics site

achieved certification in 2024 and this year, five more

sites completed their certification.

|  |  |
| --- | --- |
|  |  |
|  | [For more on our approach to sustainability and progress made](https://www.gsk.com/en-gb/responsibility/responsibility-reports/)  [at our sites, see our Responsible Business Report](https://www.gsk.com/en-gb/responsibility/responsibility-reports/) |
|  |  |

#### Delivering quality

#### , safety and reliability

We're committed to delivering medicines with the highest

quality and safety standards, ensuring a reliable supply to

meet patient needs and maintain our competitive edge.

Our supply chain continues to perform strongly, achieving

99% on-time, in-full (OTIF) delivery.

In 2025, we had 134 regulatory inspections across our

manufacturing sites and local operating companies,

compared with 1141 in 2024.

|  |  |
| --- | --- |
|  |  |
|  | Read more about product governance, including regulatory  inspections, on page [58](#i9011ecacdb5844c8b8128b8e6e8a2c8b_0-0-1-1-842536) |

(1) 2024 data has been updated for accuracy, for more information see our

Responsible Business Report

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### Responsiblebusiness

![Page_47.jpg]()

![]()

Lais is a scientist with our global health

team, working mostly on infectious

diseases that affect low- and middle-

income countries. “I get to apply my

curiosity to the early stages of projects

to make an impact at improving global

health,” says Lais. “My purpose is to be

part of a team that will help people who

need it most.”

Watch [Lais’ story](https://www.gsk.com/en-gb/company/outstanding-people/great-place-to-work/#Meet-Lais-researcher-proud-daughter-global-health-champion) [on gsk.com](https://www.gsk.com/en-gb/company/outstanding-people/great-place-to-work/#Meet-Lais-researcher-proud-daughter-global-health-champion)

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| Our approach |

Being a responsible business is vital to our strategy and

long-term success. It helps us build and sustain trust with

our stakeholders, reduce risk, support our people to thrive

and deliver positive health impact at scale.

To deliver on our purpose, we must consider our impacts,

risks and opportunities across everything we do, in our

business and value chain. We focus on six areas to help

us address what’s most material to our business and most

important to our stakeholders:

– Access to healthcare

– Global health and health security

– Environment

– Inclusion

– Ethical standards

– Product governance

To sustain trust, we must be responsive to the environment

we operate in, and to our key stakeholders’ changing

expectations. This means we continue to review and evolve

what we do in all six focus areas and monitor our external

environment and strategic priorities to make sure we’re

focusing on the right areas.

#### Materiality

We regularly undertake materiality assessments to assess

the key issues that matter most to our business and

stakeholders. The results inform our approach to reporting

and the metrics we include in our Responsible Business

Performance Rating (see below).

In 2024, we carried out a double materiality assessment

to prepare for reporting under the Corporate Sustainability

Reporting Directive (CSRD), following guidance from

European Sustainability Reporting Standards. In 2025, we

updated our materiality assessment to ensure continued

readiness for CSRD. The assessment built on the 2024

findings and reflected changes to the external environment

over the preceding 12 months. The assessment reaffirmed

that the most material issues for our business are well-

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|  | 2025 Responsible Business Performance  Rating  Our 2025 Responsible Business Performance Rating is  on track, based on 92% (12 out of 13) of performance  metrics being met or exceeded. One metric, on clinical  trial representation, fell short of its target.  Since we introduced the metric in 2022, we’ve  maintained on-track performance against our  performance rating each year. Where we have work to  do, we have plans in place and monitor our progress. |  |
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aligned with our six focus areas. GSK will be in scope for

CSRD from the 2027 financial year, with our first CSRD

report published in 2028.

#### Our Responsible Business Performance Rating

Our Responsible Business Performance Rating is one

of our corporate KPIs and tracks progress against key

metrics across our responsible business priority areas.

Each year, we review the metrics that contribute to

the overall Performance Rating. For 2025, we have

set 13 metrics (down from 22 in 2024) which support

greater focus on our most material topics.

The changes were:

– Environment: removed a waste metric and a paper and

palm oil metric in order to focus on our most material

environmental impacts

– Inclusion: removed four metrics, as outlined in our 2024

report, after reviewing our inclusion approach and the

completion of our overarching ethnicity and gender

aspirations

– Ethical standards: removed one metric, as it relied on

employee survey data, which was unavailable in 2025

– Product governance: removed a clinical trial transparency

metric as we’d consistently met the maximum limit for the

target, and a metric for inspections from all regulators to

avoid duplicating metrics on this topic

#### How we assess performance

The GSK Executive Committee (ExCom) is accountable for

delivering progress against the metrics and regularly reviews

performance along with the Corporate Responsibility

Committee (CRC). The ExCom is accountable for delivering

progress against our Responsible Business Performance

Rating and the individual metrics that contribute to it.

It regularly reviews performance along with the CRC,

embedding accountability in the business. Each metric is

assessed as: on track (we’ve met or exceeded the metric);

on track with work to do (we’ve achieved at least 80% of

the metric); or off track (we’ve missed the metric by more

than 20%).

To calculate the overall Performance Rating, we

aggregate performance across all 13 metrics into a single

score. This score shows whether we’re on track, on track

with work to do, or off track. This rating is defined below:

On track: 70% or more of all metrics are on track

On track with work to do: more than 50% of all metrics

are either on track, or on track with work to do

Off track: more than 50% of all metrics are off track

![GSK_AR25_Grey_Panels_2025_RBPR_P48.svg]()

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#### Externalbenchmarking (as at February 2026)

Investors frequently ask us about our performance in key

ratings including:

– Access to Medicine: 2nd among 20 of the world’s

largest pharmaceutical companies in the Access to

Medicine Index 2024

–  FTSE4Good: Member of FTSE4Good Index since 2004

– CDP: A in Climate change, A in Water security,

B in Forests and Supplier Engagement Leader

– Sustainalytics: Low risk rating

– MSCI: AA rating

– ISS Corporate Rating: B+ rating

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| Access |

Our aim is to positively impact the health of 2.5 billion

people by the end of 2030 by making our medicines and

vaccines available as widely as possible. We will do this

through responsible pricing, strategic access programmes

and partnerships.

#### Our commitment

Make our products available at value-based prices that

are sustainable for our business and implement access

strategies that increase the use of our medicines and

vaccines to treat and protect underserved people.

Our Responsible Business Performance Rating metric 2025

– Progress towards our 2030 goal of reaching 1.3 billion

people in lower income countries with our products

#### Our progress in 2025

We believe access has to start with understanding patients

– who they are, how a disease affects them and the context

in which they access care – so that we can reach them in

the right way with innovation that is relevant to them.

This could mean helping uninsured and under-insured

people in higher income countries. Or it could mean

partnering with global health organisations, local

governments and communities to reach people in lower

income countries, which are disproportionately affected

by the infectious diseases where we have expertise.

To grow sustainably, we must support access in different

ways across a broad range of markets. We are committed

to partnering with patients, communities, payers, regulators

and policymakers to help strengthen health systems and

find new ways to get the right products to the right people.

Measuring our progress on access and impact on

health at scale

We are on track to make a positive impact on the health

of 2.5 billion people by 2030. We estimate that we reached

at least two billion people between 2021 and the end of

20241, 1.5 billion of them in low- and lower-middle-income

countries. The remainder were in high- and upper-middle-

income countries.

(1) Date of latest progress calculation. Includes patient reach for

donations of albendazole tablets up to 2023. 2024 data was

unavailable at time of calculation

(2) Drug Channels Institute 2021-2025 industry drug pricing analysis

While we have exceeded our original estimate of 1.3 billion

for low- and lower-middle-income countries, we don’t see

progress towards our ambition in linear terms. Because we

don’t double-count those we’ve already reached once,

reaching people becomes harder the closer we get to our

goal, especially as the people we haven’t reached yet might

be the hardest to access. Also, as we work with partners to

eliminate diseases like lymphatic filariasis, the number of

people we reach with programmes like this will naturally fall,

reflecting the programme’s effectiveness.

We will continue to refine how we measure our progress as we

pursue our commitment to discover and deliver the specialty

medicines, vaccines and general medicines that will make a

large-scale positive impact on health. We report more detail

on our methodology in our Responsible Business Report.

Evidence-based pricing that recognises benefits

To set responsible prices for our products, we look at the

benefits they bring to patients and healthcare systems,

measured in terms of clinical, economic and social

outcomes. We must strike the right balance between

responsible pricing and sustainable business, as our

medicines and vaccines are the backbone of the revenue

that funds the R&D behind our next generation of products.

We want patients to get better outcomes through access to

our medicines, while also creating predictability and stability

for payers and our business. We proactively engage with

payers on upcoming product launches to support effective

budget planning, as well as adjust prices to account for

inflation.

In the US in 2025, our combined average net price (after

discounts, rebates or other allowances) for our medicines

and vaccines decreased by 0.1%. The average list price

increased by 3.8%, compared with 3.5% for the industry.2.

In the last five years, the average net price of our products

rose 2.5% per year, and the average list price rose by 3.2%,

compared with 4.1% (list) for the industry2.

In December 2025, we entered into an agreement with the

US Government to lower the cost of prescription medicines

for American patients. This includes our broad respiratory

portfolio, used to treat more than 40 million Americans

who suffer from respiratory conditions such as asthma

and COPD.

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Access strategies focused on lower income countries

Vaccines

We’ve supported Gavi, the global public-private vaccines

alliance, since it was founded in 2000, supplying over

1.2 billion vaccine doses overall and nearly 99 million in

2025 alone. In 2025, we underlined our commitment to

Gavi with overall contributions to the Gavi replenishment

of up to €100 million, making GSK the largest private sector

contributor.

In 2025, through our partnership with Gavi, we delivered

99 million of doses of critical vaccines to protect vulnerable

populations in lower income countries: approximately

four million doses of Cervarix to address cervical cancer,

eight million doses of our malaria vaccine RTS,S/AS01,

around 44 million doses of Synflorix our pneumococcal

vaccine provided to 21 Gavi-eligible countries at our lowest

price and 43 million doses of Rotarix, our rotavirus vaccine

supplied to children across 26 Gavi-eligible countries and

four former Gavi countries.

We’re also a longstanding supplier of oral polio vaccines

through UNICEF, supplying around 55 million doses in 2025.

Malaria

Since WHO recommended our first-in-class RTS,S/AS01

malaria vaccine, developed with PATH and partners, in

2021, 12 countries have introduced it. A 2024 WHO

evaluation of the vaccine pilot in Ghana, Kenya and Malawi,

where over two million children received the RTS,S vaccine

between 2019 and 2023, reported a reduction in all-cause

mortality and a fall in hospitalisations with severe malaria

among children age-eligible for vaccinations during this

period.1

In 2025, Burundi and Guinea became the latest to

announce rollout of the vaccine. Bharat Biotech will become

the sole supplier following the transfer of technology and

know-how from GSK. This collaboration exemplifies our

model of shared responsibility in delivering innovative

vaccines to those who need them most.

Lymphatic filariasis

Lymphatic filariasis (LF) is a debilitating disease caused

by a parasite transmitted to humans by mosquitoes.

We’re committed to eliminating it by donating albendazole

tablets as part of an overall drive to tackle neglected

tropical diseases. We’ve donated over 10 billion tablets,

and the disease is now eliminated in 21 countries. The

programme, which marked its 25th anniversary in 2025,

has benefited over 943 million people according to WHO.

HIV

Our longest-standing voluntary licences cover single or

fixed dose combination products containing generic

dolutegravir for HIV treatment and through our partnerships

over 1.75 billion packs have been supplied. By the end of

2025 more than 26 million people across 129 countries had

access to a generic product containing dolutegravir – that’s

at least 90% of people living with HIV on antiretroviral in

generic-accessible low- and middle-income countries.

Although children only account for 3% of people living with

HIV, in 2024, they made up 12% of AIDS-related deaths.

We work with partners to get age-appropriate HIV

treatment options into the hands of those who need them.

For example, following FDA approval, we saw a rapid rollout

of paediatric dispersible dolutegravir and paediatric

formulations are now available in 123 countries.

We believe long-acting injectables are the key to ending

the HIV epidemic. That’s why, since 2022, we’ve focused on

increasing access to our long-acting injectable cabotegravir

for HIV prevention (CAB LA for PrEP). This includes not only

voluntary licences but committing to make at least two

million doses available for procurement in low- and middle-

income countries in 2025-26 and providing funding of over

£1.2 million to implementation partners to ensure continuity

of service.

Following updated guidance from the WHO, this year we

expanded our voluntary licence with the Medicines Patent

Pool to include long-acting cabotegravir (in combination

with J&J’s rilpivirine) for HIV treatment in 133 countries.

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(1) World Health Organization, World Malaria Report 2024

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| Global health and health security |

We are helping to address the biggest health challenges

faced by people around the world.

#### Our commitment

To develop novel products and technologies to treat and

prevent priority diseases, including pandemic threats.

Our Responsible Business Performance Rating

metrics 2025

– Progress four Global Health pipeline assets to address

priority WHO diseases

– Progress eight active R&D projects that address

pathogens prioritised by WHO and CDC as posing

the highest level of concern due to drug resistance

(critical and/or urgent threats)

#### Our progress in 2025

We are experts in many infectious diseases, including

tuberculosis (TB), malaria and HIV, that cause death and ill-

health for millions of people. We’re committed to developing

novel products and technologies to treat and prevent priority

diseases in lower income countries. Our work on global

health also helps us to attract and hold on to outstanding

people motivated by tackling some of the world’s biggest

health challenges. We have the largest priority pipeline

among the world’s 20 largest pharmaceutical companies1,

that seeks to address high-burden diseases flagged as

priorities by global health stakeholders including the WHO.

R&D to tackle high-burden diseases in lower income

countries

We want to change the course of high-burden diseases

in lower income countries by preventing and treating

infectious diseases, including ones where AMR is a threat.

By the end of 2025, we’d invested 46% of the £1 billion we

committed in 2022 to accelerate R&D for Global Health.

We had also progressed seven Global Health pipeline

assets to address WHO priority diseases, including ones

exacerbated by changing climate conditions and those that

disproportionately affect people in lower income countries.

We are committed to tackling TB, one of the world’s deadliest

infectious diseases. We have developed a promising

candidate vaccine, M72/AS01E, up to proof of concept

(phase IIb). In 2020, we partnered with the Gates Medical

Research Institute (Gates MRI) to advance its development.

The M72/AS01E vaccine candidate has now progressed into

phase III trials, funded by the Gates Foundation and

Wellcome. In 2025, enrolment of approximately 20,000

people, including people living with HIV, across five countries

was completed 11 months ahead of schedule.

In 2025, the European Medicines Agency granted

orphan drug designation to alpibectir and ethionamide

(AlpE) to treat TB, a status intended to encourage the

development of therapies for rare diseases. AlpE, developed

with BioVersys, is a combination of the small molecule

(1) 2024 Access to Medicine Index

alpibectir and the antibiotic ethionamide, and it received

orphan drug designation from the FDA in 2023.

Following the 2024 launch of our world-first malaria vaccine

for children in endemic countries, targeting the deadliest

form of malaria, P. falciparum, we are developing a second-

generation malaria vaccine designed to further improve

protection against the disease. Development is currently

at the pre-clinical phase.

Strengthening health security

Innovating to counter antimicrobial resistance

AMR is a growing threat to people, healthcare and

economies, which could kill an estimated 10 million people

a year by 2050. By addressing AMR, we support people

and communities against infectious disease but also protect

our portfolio of medicines and vaccines, which could

become less effective as resistance increases. We have

more than 30 R&D projects including medicines and

vaccines relevant to AMR, with 17 targeting pathogens

deemed ‘critical’ (by WHO) and/or ‘urgent’ (by Centers

for Disease Control and Prevention).

In 2025, we reached important regulatory milestones in

AMR with the approval in the UK and US of Blujepa

(gepotidacin) as oral treatment for uncomplicated urinary

tract infections – also known as acute cystitis – with the US

also approving it for uncomplicated urogenital gonorrhoea.

These common infections are increasingly caused by

multidrug-resistant pathogens that are recognised by the

WHO and CDC as urgent health threats requiring new oral

antibiotics. In addition, Tebipenem HBr, which we’re

developing with Spero Therapeutics, could be the first oral

carbapenem antibiotic for patients with complicated urinary

tract infections (cUTIs). For more details see R&D on page.

[30](#i712139c127a74bca9c8833d86bbb5a7c_46562).

Supporting appropriate use of antibiotics

We run several initiatives to support appropriate use of

antibiotics. This includes educating healthcare professionals

about using and prescribing antibiotics in the right way, and

the importance of surveillance studies. We maintain our

multinational Survey of Antibiotic Resistance programme,

which helps us generate and share data on pathogens’

susceptibility to antibiotics. We also run surveillance studies

to support antimicrobial assets in late-stage development.

Investing in innovation and partnership to find

and scale solutions to AMR

We’re investing £45 million to support the Fleming Initiative,

a global network combining scientific, technology, clinical,

policy and public engagement expertise to develop new

AMR interventions. In November, we announced six major

new research programmes with the Fleming Initiative,

combining scientific expertise with cutting-edge AI

technology to accelerate AMR research. This includes

funding for around 50 dedicated UK scientific and

academic positions focused on AMR research.

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We’ve also committed €4.5 million to the Global Antibiotic

Research & Development Partnership (GARDP) for

2025-27 to shape the policy environment for sustainable

and appropriate use of antibiotics in lower income

countries. In 2025, we worked together to understand

the current access ecosystem and explore pathways

to market for antibiotics.

Partnering for pandemic preparedness

To help prevent and respond to health security

emergencies, we work with governments and other

stakeholders to strengthen global preparedness and

get ahead of disease together. This means drawing

on what we’ve learned from COVID-19 and previous

outbreaks, championing innovation and promoting

sustainable approaches for the biopharmaceutical

sector and public health.

As part of the President’s Strategic Active Pharmaceutical

Ingredients Reserve (SAPIR), in December 2025 GSK

entered into an agreement with the US Government to

strengthen the resilience of the US supply chain for critical

medicines by securing a domestic reserve of albuterol

(also known as salbutamol), the active ingredient used

in many inhalers.

We have contracts with the European Commission’s Health

Emergency Preparedness and Response Authority (HERA),

Canada, the US, and WHO to supply Adjupanrix (to 12

European countries) and Arepanrix (US and Canada) if

the WHO declares an influenza pandemic. These contracts

reserve production and supply of the vaccine and together

could provide at least 200 million doses.

We also have an influenza A (H5N1) pre-pandemic vaccine

candidate in phase II development, which has been granted

fast track designation by the FDA.

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|  | For full details of our progress in our six focus areas, [please see our](https://www.gsk.com/en-gb/responsibility/responsibility-reports/)  [Responsible Business Report](https://www.gsk.com/en-gb/responsibility/responsibility-reports/) |

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| Environment |

Climate change and nature loss pose risks to human health

and business resilience. By reducing our environmental

impact, we help safeguard our long-term business success

and boost our ability to get ahead of disease.

#### Our commitment

Commit to a net zero, nature positive, healthier planet

with ambitious goals set for 2030 and 2045.

Our Responsible Business Performance Rating

metrics 20251

– Operational emissions reduction (Scope 1 & 2 market-

based emissions)

– Complete Clinical Studies to enable filing of low carbon

version of Ventolin MDI

– Percentage of carbon credit volume in project pipeline

– Average of the percentage of GSK sites and suppliers

compliant with wastewater active pharmaceutical

ingredient (API) limits and the percentage of sites and

suppliers that are compliant with the AMR Industry

Alliance Common Antibiotic Manufacturing Framework

and discharge limits

#### Our progress in 2025

Climate change and nature loss are changing the spread

and burden of disease and pose a threat to human health,

putting increasing, putting growing pressure on healthcare

systems. This is why we’ve set environmental goals for 2030

and 2045 across our value chain. Working to meet these

goals reduces our impact on the planet and supports

our long-term performance, helping us to adapt to

anticipated changes in regulation and meet growing

demand for medicines with a lower environmental impact..

#### Climate

We have a clear pathway to a net zero impact on climate

with ambitious targets for 2030 and 2045. These targets

are approved by the Science Based Targets initiative (SBTi)

Net Zero Standard.

Our value chain carbon footprint2 is made up of Scope 1 & 2

emissions from our own operations (6%) and Scope 3

emissions from our supply chain (38%), emissions from

logistics (4%), from people using our products (mostly

metered-dose inhalers) (52%) and from the disposal

of our products (<1%).

Long-term targets3

– 80% absolute reduction in greenhouse gas emissions

from a 2020 baseline, across all scopes, and investment

in nature-based solutions for the remaining 20% of our

footprint by 2030

– Net zero greenhouse gas emissions across our full value

chain by 2045: 90% absolute reduction in emissions from

a 2020 baseline, across all scopes, and all residual

emissions neutralised

– 100% renewably imported and generated electricity

by 2030 (Scope 2)

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(1) These metrics are related to the Responsible Business Performance

Rating 2025. The 2025 information underlying the Responsible Business

Performance Rating is subject to independent limited assurance by

Deloitte. See Responsible Business Report 2025 for more information.

We also measure and report performance against our wider set of long-

term environmental sustainability targets, which we publish on gsk.com

(2) Based on 2024 data

(3) The target boundary includes biogenic land-related emissions and

removals from bioenergy feedstocks

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| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
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Progress to date on carbon reduction pathway

From our baseline year in 2020 to 2024 (latest available

data), we have reduced carbon emissions by 17% across

all scopes, while increasing our revenue by 29%. This

means we have reduced our overall carbon to revenue

ratio by 36%, showing how we are decoupling growth

and environmental impact.

– In 2025, we reduced our Scope 1 & 2 carbon emissions

by 14% compared with 2024, and by 45% compared

with our 2020 baseline

– This year we achieved our 2025 target to transition

100% of imported electricity to renewable sources.

We’re making progress towards our remaining 2030

target to have 100% renewably imported and generated

electricity by 2030 (currently at 85%)

– Scope 3 emissions are 16% lower than our baseline year

of 2020, falling by 7% in 2024 (our latest available data)

compared with 20231

Progress in 2025

Key factors in reducing our Scope 1 & 2 carbon emissions

in 2025 were switching to renewable electricity at our

Singapore facilities, installing onsite renewable electricity

generation at five sites and investment in process

efficiencies.

Millions of people use Ventolin, our reliever metered dose

inhaler medication, which currently accounts for 43% of our

total carbon footprint. We have announced positive pivotal

phase III data for a next-generation low-carbon version of

Ventolin MDI, and these findings will support regulatory

submissions. If approved, this version has the potential to

reduce greenhouse gas emissions by 92% per inhaler, with

launch expected from 2026.

Our supply chain emissions decreased by 6%, primarily due

to suppliers switching to renewable electricity. Through the

Sustainable Markets Initiative (SMI) Health Systems Task

Force, we co-led a Power Purchase Agreement (PPA) with

peers and suppliers in China. This collaboration among

12 companies will unlock approximately 225 GWh of

renewable electricity annually for the research, development

and manufacture of medicines.

We also engaged with suppliers on updated minimum

sustainability targets set out by the SMI Health Task Force.

Increased engagement with our suppliers has enabled us

to reflect real emissions reductions from suppliers.

Investing in carbon credits

Target: We plan to secure high-quality carbon credits

for the 20% emissions we estimate to have as residual in

2030, and for a maximum of 10% residual emissions by 2045

(from a 2020 baseline).

At the end of 2025, we’d secured carbon credits for 8% of

the estimated residual emissions, that is 40% of the carbon

credit volume required. This included additional investment

in a peat and mangrove restoration project in Indonesia.

#### Nature

Human health relies on the fundamentals of nature: clean

air and freshwater. Nature loss has a range of negative

impacts on health. For example, reduced air quality

increases the incidence and severity of respiratory diseases,

while habitat degradation and deforestation are increasing

the risk of new human pathogens and pandemics.

At the same time, nature can inspire innovation in science,

as scientists can find new solutions by observing the natural

world. By working to protect nature we protect human

health and safeguard the supply of raw materials we need

to manufacture our medicines and vaccines.

We were selected by the Science Based Target Network

(SBTN) pilot to set science-based nature targets and we’re

now among the first companies globally with independently

validated targets for land and freshwater. We also report

against the Taskforce for Nature-related Financial

Disclosures (TNFD) framework on gsk.com.

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| GSK_Read_More_Globe.svg | gsk.com: [Taskforce on Nature-related Financial Disclosures](https://www.gsk.com/media/qx4lkeop/nature-related-financial-disclosures.pdf)  [statement](https://www.gsk.com/media/qx4lkeop/nature-related-financial-disclosures.pdf) |

Freshwater

We use water across our operations and supply chain

for the production of our medicines and vaccines.

Target: 100% of our sites to practice good water

stewardship by 2030

We met our original target to achieve good water

stewardship, as defined by the Alliance for Water

Stewardship’s definition, at 100% of sites in 2023, two years

ahead of the target date. We intend to maintain this

performance through to 2030. We continue to evolve our

assessment methodology in line with external best practice.

Target: Reduce overall water use in our operations by 20%

by 2030

We met our overall water reduction target across our

network in 2022. In 2025, we reduced overall water use in

our operations by an additional 3% compared with 2024.

This is a decrease of 30% for overall water use from our

2020 baseline.

Target: Be water neutral in our own operations and at key

suppliers in water-stressed regions by 2030

We have five sites across three water-stressed basins –

specifically in Algeria, India and Pakistan – where we

operate and have suppliers. We define water neutrality

as practising water stewardship, reduced water use, water

replenishment and addressing shared water challenges,

and have specific requirements for both our sites and co-

located suppliers.

(1) Our Scope 3 data is currently based on the latest available 2024

data, except for 2025 Scope 3 emissions from patient use of inhalers.

However from 2026 we are aiming to report in-year data across all

scopes

54

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We have reduced water use in these water-stressed areas

by an additional 4%, a total of 19% since 2020. We are

engaging with co-located suppliers on the setting of water

targets, including providing support to define criteria and

plans where necessary.

To deliver water replenishment, we commenced a

partnership with WWF. This aims to build business resilience

by protecting and restoring freshwater ecosystems in our

own operations and our supply chain in water-stressed

basins in India and Pakistan.

Target: All sites and key suppliers meet ‘predicted no

effect concentrations’ (PNECs) for active pharmaceutical

ingredients in the environment by 20301

In 2025, 100% of all sites and key suppliers had API

discharges below predicted no-effect concentration

levels, as defined by the AMR Industry Alliance and API

Wastewater Discharge limits, compared with >99% in 2024.

This increase has been driven by successful engagement

with remaining suppliers. 100% of our own sites remained

within AMR Alliance and API Wastewater discharge limits.

Land

Some of our products use natural resources that derive

from agricultural commodities, which can be a factor

in deforestation and changing land use if not sourced

sustainably. Our Land targets have been independently

validated by the Science Based Target Network.

Target: Positive impact on biodiversity at all GSK-owned

sites by 20302

In 2025, 100% of our sites have assessed their baseline

and have biodiversity net gain management plans in place.

Some sites such as Stevenage, Zebulon and Wavre have

already started implementation and are evaluating the

biodiversity increase they achieved.

Target: 100% of key3 naturally-derived materials sustainably

sourced and deforestation free by 2030

Our approach to sustainable sourcing focuses on naturally

derived materials that are important to our business and

where there are multiple impacts on nature. We’ve

developed Sustainable Sourcing Standards, in consultation

with third-party experts, for our 12 key naturally-derived

materials4. In 2025, 51% of those materials were sustainably

sourced and deforestation free. We can achieve sustainable

sourcing for these materials either through purchasing

certified materials or completing supplier audits.

Oceans

We make an impact on marine ecosystems primarily

through our use of horseshoe crab blood and squalene

(1) Below the predicted no-effect concentration level, as defined by the AMR

Alliance and API Wastewater discharge limits

(2) Using the Natural England Biodiversity Net Gain methodology

(3) Definition clarified in 2024 to reflect priority materials

(4) Aluminium, cellulose (HPMC & MCC), eggs, horseshoe crab blood, lactose,

palm oil, paper packaging, rapeseed oil, soap bark extract (QS-21), soy,

squalene, sugar (glucose, mannitol, sorbitol, sucrose)

(5)  Including a 20% reduction in routine hazardous and non-hazardous waste

(6) We achieved zero operational waste to landfill except where local legal

requirements specify that regulated wastes must be disposed in a landfill

to manufacture our vaccines and medicines.

Target: 100% of key marine-derived materials to be

sustainably sourced by 2030

In the long-term, we are seeking to transition to

alternatives to marine-derived materials, wherever

possible from both a technical and regulatory perspective.

We use limulus amoebocyte lysate (LAL), derived from

horseshoe crabs, for endotoxin testing to ensure the safety

and quality of medicines and vaccines and for water testing.

Water testing accounts for most of our LAL use. We’ve

reduced that by 60% since 2020 through process efficiencies,

and are working with regulators and suppliers to adopt LAL-

free alternatives for our products.

Squalene is used as an ingredient in one of our pandemic

vaccine adjuvants. We have identified and are currently

evaluating potential non-animal alternatives.

Waste

We are committed to reducing our operational and supply

chain waste.

Target: Zero operational waste5 by 2030

In 2025, we reduced operational waste by 18% compared

to 2024, and a total of 38% since 2020. The amount of

materials recovered by circular routes increased by 4% to

58%. We maintained zero operational waste to landfill.6

Target: 10% waste reduction from our supply chain by 2030

In 2025 we established a 2022 baseline for upstream waste

of 3.8 million tonnes, using a third-party lifecycle analysis

(LCA)-based methodology. This means our 10% waste

reduction target is to reduce upstream waste by 380,000

tonnes by 2030.

We have achieved a 3% reduction, primarily through

engagement with our aluminium packaging supply chain,

as part of our Sustainable Procurement Programme.

Product and packaging

Target: 25% environmental impact reduction for our

products and packaging by 2030

Building on the foundational work completed over the last

few years to conduct lifecycle assessments of our products,

this year we have finalised the scope and methodology to

measure progress against this target. This target focuses on

the products, including the packaging, that are anticipated

to be the main drivers of our 2030 carbon footprint if no eco

design action was taken. Moving forward we will track the

environmental impact reduction of eco-design interventions

on these products, measured through carbon emissions

reductions. 42% of the products in scope, which include

products in our anti-infectives and respiratory portfolios,

have environmental impact reduction plans in place.

We aim to have plans in place for all of the products

in scope by the end of 2026.

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|  | For full details of our progress in our six focus areas, [please see our](https://www.gsk.com/en-gb/responsibility/responsibility-reports/)  [Responsible Business Report](https://www.gsk.com/en-gb/responsibility/responsibility-reports/) |

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| Inclusion |

Inclusion is an integral part of our ambition and strategy –

for patients and for our people.

We’re committed to making sure clinical trials, patient

and community outreach and partnerships are inclusive

of the people affected by the diseases we address. This

is fundamental to developing medicines and vaccines that

are rooted in sound science, meet patients’ needs and

reach the people who need them.

We’re also committed to supporting our people to thrive.

We believe in the power of an inclusive culture and differing

perspectives and experiences to unlock the full potential of

the company.

Our Responsible Business Performance Rating

metrics 2025

– % of phase III trials completing enrolment in 2025 that

have met our required threshold1of trial participants,

consistent with disease epidemiology

#### Our progress in 2025

Representative clinical studies

Diseases and medicines can affect people differently

depending on their ethnicity, sex, race and age. This means

we need to make sure our clinical trials include people

affected by the disease being studied. This supports our

business performance by giving healthcare providers and

the people who are prescribed our medicines and vaccines

confidence in the safety and effectiveness of our products.

Before starting enrolment, all our phase III clinical trials

have representation plans to reflect the people most

affected by a particular disease. In 2025, four phase III

trials completed enrolment. Of these, two (50%) met

the enrolment thresholds1 we set to ensure trial participants

represent the disease epidemiology under study. This

outcome fell short of the 2025 target of 75%. We will

continue to focus our efforts on improving trial participant

representation.

Patients can often struggle to join clinical trials because

of issues like travel to trial sites, especially when suffering

from disease symptoms. As part of our global study of

an investigational medicine for cholestatic pruritus, we

enabled patients in the US to participate from home.

This also allowed us to collect real-time data from them

in their homes. This approach, in collaboration with our

partner, Science 37, helped expand the pool of participants,

who would otherwise have had to travel hundreds of miles

to a clinical site. It also made it more likely they’d finish the

trial, with 82.3% completing part A of the trial – the crucial

milestone for evaluating the investigational drug's initial

effects compared to placebo.

Supporting inclusion as part of our culture

To unlock the potential of our people and perform at our

best, we’re committed to creating a workplace environment

anchored in:

– Fairness – a culture, policies and practices that reinforce

respect, equal opportunity and non-discrimination and

provide the support people need

– Belonging – everyone feeling safe to express themselves

and their ideas, valued for their contributions and

included as part of a thriving workforce which welcomes

and celebrates varying backgrounds and perspectives

– Opportunity – everyone, whoever they are, having access

to opportunities and support to develop and realise their

full potential based on their skills and experience

We remain committed to equal opportunities, non-

discrimination and merit-based decision making in the

recruitment, leadership, support and development of our

people. This means making sure we have fair processes and

broad outreach designed to be inclusive and accessible to

potential candidates, so that we find the best people.

We set out our expectations for everyone on Inclusion in

our Code and mandatory learning programme. Our 2026

employee engagement survey will include new questions to

measure how people feel about our commitment to building

an inclusive work environment.

In 2025, we kept Inclusion in-focus in our learning

and development programmes. We continue to introduce

new content to enable our people to learn from different

perspectives and to contribute to an environment where

people feel supported, confident and motivated to perform

at their best. Our programmes build key Inclusion skills, such

as active listening, self-awareness and openness to learning.

Our leadership programmes specifically emphasise

behaviours that foster a culture where people feel safe,

valued and empowered to thrive.

In 2025, we formed a new Global Inclusion Council to act

as a strategic advisory group, bringing together internal

perspectives to inform, support, and amplify our people-

focused Inclusion efforts across the company. The Council

offers insights, identifies opportunities, and advises on

integrating inclusive practices that support our principles of

Fairness, Belonging and Opportunity. Chaired by the Chief

People Officer, membership is drawn from across GSK and

ViiV Healthcare and includes another ExCom member, and

employees representing the perspectives of our workforce.

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|  | For full details of our progress in our six focus areas, [please see our](https://www.gsk.com/en-gb/responsibility/responsibility-reports/)  [Responsible Business Report](https://www.gsk.com/en-gb/responsibility/responsibility-reports/) |

(1) Defined by meeting ≥80% of each demographic objective (up to a ceiling

of 120%) described in the plan based on disease epidemiology

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| Ethical standards |

Conducting ourselves in the right way, and making

sure those we work with do likewise, sustains trust in

our work and strengthens our business.

#### Our commitment

Promote ethical behaviour across our business by

supporting our employees to do the right thing and

working with suppliers that share our standards and

operate in a responsible way.

Our Responsible Business Performance Rating

metrics 2025

– Percentage of employees and complementary workers

complete GSK’s 2025 mandatory training

– 80% of direct high-risk suppliers achieve GSK’s minimum

EcoVadis score or have an improvement plan in place

#### Our progress in 2025

How we do things is as important as what we do.

This means that it is important that all our people, and

everyone who works on our behalf, conducts themselves

in the right way. This builds trust in what we do, protects

our business and helps create a workplace where we all

thrive. Getting this wrong is costly to our business in terms

of legal, reputational and financial risk, as well as

undermining trust with key stakeholders.

Our Code of Conduct (The Code) guides our people to

do the right thing and act on any concerns they have.

We expect everyone who works for us to live up to this,

and we expect the same of our suppliers. The Code is

supported by specific global policies and standards and

an accompanying global learning curriculum, which

all our people are required to complete. In 2025, 100%

of our employees and 99% of complementary workers

completed this training.

We have separate specialist ABAC training for our people

working with very high-risk third parties, which helps them

identify and manage any ABAC risk.

Reporting and investigating concerns

Anyone – whether internal or external to GSK – can report

concerns through our Speak Up channels, which include line

managers, compliance, legal and HR teams, as well as our

independently managed web reporting platform and

helpline. People can report concerns anonymously where

permissible by local laws. All reports are treated

confidentially, and we have zero tolerance for retaliation.

Each concern is carefully assessed to determine whether

a formal investigation is required. Where breaches of our

Code, policies, or applicable laws and regulations are

identified, we take appropriate action in line with our

procedures, disciplinary framework and local legal

requirements.

In 2025, we strengthened our monitoring processes to better

detect instances of non-compliance with hybrid working

and cyber security policies and focused management

attention on the criteria triggering management or

disciplinary action. We also updated our processes to

include non-compliance with attendance policies. As a

result of these changes, along with localised incidents

involving individual breaches of internal policies, the number

of employees disciplined in 2025 increased from the

previous year1.

Our commitment to human rights

We are committed to respecting internationally recognised

human rights wherever we do business. We are signatories

to the UN Global Compact and our Human Rights Position

Statement lays out our commitment to the UN Guiding

Principles on Business and Human Rights.

In 2025, we reviewed the measures and controls that help us

manage risks related to our salient issues – the areas where

GSK’s potential to impact on human rights is greatest.

Potential risks are currently well managed and we are

working to address areas where we can further strengthen

our approach, such as monitoring emerging risks. We also

reviewed our approach to labour rights management of

third parties and plan to integrate enhanced controls,

supported with additional training for key members.

Working with third parties

We want to work with business partners who share our

commitment to high ethical standards and operate in

a responsible way. How these third parties act can have

a direct impact on us. It’s important to manage our

relationships with them well, including the way we choose,

contract and monitor them.

Our third-party risk management programme provides a

framework for identifying and managing risks linked to our

external partners. We expect our third parties to comply with

applicable laws and adopt, as a minimum, our standards on

ABAC, labour rights and cyber security. Where relevant, they

must also meet our expectations for quality, patient safety,

health and safety, data and the environment. New partners

undergo an initial risk assessment, while existing ones are

reassessed periodically, with corrective action taken when

standards are not met.

We classify third parties as low, medium, high or very

high risk based on factors including legal jurisdiction,

markets involved and the nature of the activity. In 2025,

we conducted 11,999 risk assessments across 18 risk areas

to identify what level of additional engagement is required.

(1)  We have restated 2024 data using the new methodology to enable

comparison – see Responsible Business Report for more detail

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We monitor and give extra support to manage our third-

party environment, health and safety (EHS) risk1. In 2025,

we conducted 41 EHS audits of third parties to evaluate

EHS risk in line with Pharmaceutical Supply Chain Initiative

guidelines. We also worked with suppliers to help them

improve their EcoVadis scores and in 2025, 92% of direct

high-risk suppliers achieved GSK’s minimum Ecovadis score,

or have an improvement plan in place.

Responsible use of data and AI

Data is critical for achieving our goals for patients, and

advancements in artificial intelligence (AI) and machine

learning (ML) offer huge potential. As these technologies

evolve, we must use them responsibly and ethically. With

the increasing volume and sensitivity of data processed

by AI/ML, our focus extends beyond regulatory compliance

to robust data governance, ethical safeguards, and

embedding privacy into every project from the very start.

We uphold high standards of data ethics and privacy and

require our partners to do the same. Our Responsible AI

framework is embedded across the enterprise through

governance, oversight and operational controls.

Our cross-functional AI Governance Council (AIGC) sets

enterprise-wide governance and standards to foster a

responsible AI/ML ecosystem. It monitors the external

regulatory landscape and anticipates emerging risks. We

continue to embed our AI governance, policy, principles and

procedures. GSK businesses and global functions conduct

risk-based assessments to ensure AI systems align with our

AI principles and the ethical standards set out in The Code.

Our public policy position on responsible AI sets out

our views and commitments and expectations from

policymakers. We take a holistic, principles-led approach

to global regulation, engaging with policymakers to

promote innovation while protecting safety and trust.

Human oversight is a foundational element of our

Responsible AI framework. This year, we continued to

provide two types of training for our people: general

enterprise training on the basics of AI and how to use

AI models safely and ethically, and more targeted training

on rules of engagement for different types of systems and

platforms.

Our Digital and Privacy Governance Board oversees

data ethics and privacy, ensuring alignment with evolving

regulations and risk management practices. We also deploy

cyber security controls and monitor and mitigate new and

emerging cyber threats to protect ourselves from these risks.

For more on our approach to both data and ethics and

cyber security, including governance and mitigation, see

Principal Risks on page [66](#ia0478a7d9608435797b09f6fdeba7f82_163).

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|  | For full details of our progress in our six focus areas, [please see our](https://www.gsk.com/en-gb/responsibility/responsibility-reports/)  [Responsible Business Report](https://www.gsk.com/en-gb/responsibility/responsibility-reports/) |

(1) We determine priority EHS suppliers using risk model criteria that

consider spend, revenue critical, medically critical, single-sourced with

no alternative, and for those suppliers that apply to R&D criteria that

considers the multiple stages of development and the number of

projects/developments assigned to the suppliers

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| Product governance |

Ensuring the quality, safety and reliable supply

of our products helps us to meet the high

standards we set ourselves as a company.

Our commitment

We commit to maintaining robust quality and safety

processes, and using data and new technologies

responsibly.

Our Responsible Business Performance Rating

metrics 2025

– Average number of critical and major findings per

inspection by FDA/MHRA/EMA regulators1

– Number of FDA warning letters

– Total number of Class I/II external product recalls across

all markets

#### Our progress in 2025

We aim for a mindset that prioritises quality throughout

the business, supported by a global network of quality and

compliance professionals across our business, from site level

to senior management. We have an ongoing programme to

drive continuous improvement of quality management

maturity and behaviours.

In 2025, we enhanced our quality systems with advanced

digital technologies, strengthening data protection and

improving data integrity and governance. We’ve also

improved our key quality processes and manufacturing and

distribution practices, establishing new internal standards to

support continued compliance and inspection readiness.

A focus on quality

Our Quality Management System provides the standards

our people must follow to support good distribution and

manufacturing practice. It helps us maintain a compliant

approach to all our quality activities, in line with regulatory

expectations in the markets we supply. We continue to

strengthen our Quality Management System and audit and

quality assurance programmes across R&D. In 2025, we

expanded these efforts to include regulatory processes,

ensuring that product quality risks are effectively identified

and mitigated throughout all stages of our operations.

Regulatory inspections and recalls

In 2025, we had 134 regulatory inspections at our

manufacturing sites and local operating companies,

compared with 1142 in 2024. We received no warning letters

from the US Food and Drug Administration (FDA), no critical

findings from the UK Medicines and Healthcare products

Regulatory Agency (MHRA) and no critical findings from

the European Medicines Agency (EMA) national competent

authorities. We respond to, and learn from, all inspection

findings from all regulators and take the necessary action

to address them.

In 2025, we had no Class I product recalls and two Class II

product recalls. We engaged with regulators and

responded quickly to withdraw any impacted product. We

don’t hesitate to recall products voluntarily where

appropriate. In 2025, we launched several initiatives to

improve our systems and processes, to reduce the risk of

product quality and compliance issues that lead to market

action.

We are also investing in our facilities to stay ahead of

regulatory requirements, utilising AI and digital technologies

to transform our approach to product development and

manufacturing, allowing us to predict issues before they

arise. This includes our smart manufacturing programme,

which aims to improve first-time quality, reduce deviations,

and ensure compliance, ultimately enabling faster delivery

of our portfolio and pipeline.

Pharmacovigilance

Our pharmacovigilance system monitors and reviews the

safety of our products throughout clinical development and

after regulatory approval. This system is designed to monitor

and review patient safety for our marketed and

investigational medicines and vaccines. We also use the

system to provide reliable, comprehensive information on

our products’ overall benefit-risk balance. This in turn helps

to support public health programmes.

Counterfeit medicines and vaccines

Counterfeit products pose serious risks to patient health and

GSK’s reputation. We are committed to a robust programme

to combat counterfeiting, encompassing global online

monitoring and enforcement, trademark registration with

customs in high-risk markets, proactive investigations in

collaboration with authorities and other pharmaceutical

companies and chemical forensic testing of counterfeits

and sharing the results with the authorities. We report all

confirmed cases of counterfeit products to the WHO and

to relevant regulatory authorities.

In 2025, GSK’s investigations led to successful raids and

seizures, notably the confiscation of large quantities of fake

Augmentin tablets and the dismantling of a manufacturing

facility in India which had been producing counterfeit

medicines of several pharmaceutical companies, resulting

in multiple arrests. Intelligence sharing with law enforcement

was key to these operations. GSK also delivered substantial

training to Customs, law enforcement and our internal sales

and quality teams in high-risk regions.

|  |  |
| --- | --- |
|  |  |
|  | For full details of our progress in our six focus areas, [please see our](https://www.gsk.com/en-gb/responsibility/responsibility-reports/)  [Responsible Business Report](https://www.gsk.com/en-gb/responsibility/responsibility-reports/) |

(1) We consider any observations from the US FDA as major findings

(2) 2024 data has been updated for accuracy, for more information see

our Responsible Business Report

59

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|  |  |  |  |  |  |  |  |  |  |  |  |
| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Our culture  and people | | | | | | | | | | | |

![Page_59.jpg]()

Our purpose puts our people at the heart of our success. We have defined and continue to embed

#### a culture that supports delivery of our ambitions and enables our people to thrive.

#### Our culture

|  |
| --- |
|  |
| Ambitious for patients to deliver what  matters better and faster |
| Accountable for impact with clear ownership  and support to succeed |
| Do the right thing with integrity and care  because people count on us |

Our culture is the foundation for how we achieve our

purpose and ambitions by uniting science, technology

and talent to get ahead of disease together. By all

living our culture, we can unlock the full potential of

our company so that we can perform and deliver for

patients, shareholders and our people.

This means we support our people to focus and do things

better and faster. It means setting focused, ambitious

objectives, creating accountability for impact and giving

everyone the support and space they need to succeed.

It also means doing the right thing with integrity and care.

We continue to embed our culture globally. This includes how

we recruit and onboard, train and develop, as well as assess

our people’s performance and readiness for promotion. Each

year, everyone signs up to the Code, which sets out our culture

as well as the commitments GSK and our people make so we

can deliver on our ambition in the right way.

Every year we measure our progress on embedding the

culture at GSK. In 2025, we engaged a cohort of our leaders

to understand people’s day-to-day experience of our culture

more deeply. The outcomes validated steps we’re taking to

accelerate our culture, including building skills in decision

making to drive results, making it easier to try new things and

supporting leaders to create an environment where people

can safely speak up and share ideas. The Board also regularly

monitors and assesses how we've embedded our culture.

|  |  |
| --- | --- |
|  |  |
|  | See [The Code on gsk.com](https://www.gsk.com/en-gb/company/codes-standards-and-reports/) |

![]()

As director of software development and mobility, Richard

runs an international team of developers and designers.

“I get to work with some of the best, brightest and fastest,”

says Richard. “Together, we can tackle not only the hard

problems, but the hard problems at scale.”

Watch [Richard’s story on gsk.com](https://www.gsk.com/en-gb/company/outstanding-people/great-place-to-work/#Meet-Richard-tech-innovator-future-shaper-problem-solver-helping-us-to-accelerate-our-pipeline-and-performance-using-advanced-technologies-)

60

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| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Our culture and people continued | | | | | | | | | | | |

#### Developing outstanding people

Recruiting and developing outstanding, talented people

is central to delivering transformative medicines and

vaccines that people need.

As technology advances and business needs change,

the skills we need to drive future innovation and growth

evolve. We actively recruit for these skills and give our

people opportunities to build their capabilities,

strengthening our internal talent pipeline.

From the moment people join GSK, we deliver an engaging

onboarding approach to accelerate the growth of our

new joiners, with the support of their manager and team.

Development is a continued focus throughout people’s

careers at GSK, with everyone expected to take ownership

of their development and have an agreed development

plan.

In response to changing skills needs and expectations of our

employees and business, we launched a new Learning and

Development (L&D) Hub in 2025. Our L&D Hub uses AI to

create a personalised learning experience for individuals,

helping to build skills specific to their current or future roles,

alongside leadership and culture skills.

Our managers play a crucial role in helping their teams

to grow, perform and thrive. We expect them to motivate,

focus, care for and develop their teams and we deliver

training anchored in these four areas. We invest in

developing the skills and capabilities of current leaders,

as well as growing the next generation of senior leaders.

Our leadership development programmes include First

Line Leader, to support our foundational expectations

of leadership at GSK, and our award-winning Leading

Leaders for senior directors.

#### Helping everyone get ahead with AI

Given the speed of technological change and the

opportunities this creates for us to deliver innovation to

patients at pace, continuing to strengthen our people’s

capabilities in using and applying AI is a priority.

Whatever people’s role or experience, we want them to

feel confident in using AI effectively and responsibly to

support their work. We now have several AI agents across

GSK; and GiGi, an AI-powered digital assistant for everyone,

that helps people manage day-to-day tasks. More than

50,000 people across GSK use GiGi monthly.

This year, DataCon, our annual global digital development

event, focused on helping people get the most out of our

AI tools. At DataCon, we launched our new AI Pioneers

community. Open to all, AI Pioneers gives people early

access to learn about and test new AI tools and capabilities.

|  |  |
| --- | --- |
|  |  |
|  | Read about how technology is accelerating our R&D on page [32](#ia0478a7d9608435797b09f6fdeba7f82_85) |

#### Recognising and rewarding people

Sharing our success and recognising and rewarding our

people fairly, not just on the progress we have made but

how we have made it, continues to be an important part of

our culture. Our bonus scheme rewards people annually

based on company performance. Each year, we also award

10% of our people with ‘Ahead Together’ awards for

delivering exceptional performance and living our culture of

being ambitious for patients, accountable for their impact,

and doing the right thing. Those who are not delivering on

their objectives, are significantly behind peers, or do not

meet standards including not living our culture, are noted

as ‘missed performance’. The 5% of our people identified

annually as ‘missed performance’ are supported with

appropriate action to deliver improvement.

#### Supporting people to thrive

People thrive in different ways, but there are common

themes that matter to everyone. We strive to be an inclusive

workplace where everyone can be themselves and where

different perspectives and contributions are valued.

Everything we do is anchored in the principles of fairness,

belonging and opportunity. This helps us attract and retain

the best people, and helps them perform at their best, so

that we can all get ahead of disease, together.

At GSK, preventing disease and keeping people well are

at the heart of what we do – and that begins with our

own people. That’s why we provide a range of health

and wellbeing benefits to support people to manage

their physical, emotional, mental and financial wellbeing

through different life stages in ways that work for them.

These include:

– Hybrid working for those in office-based roles allowing

the right balance of on-site and remote working.

– Thrive Global, a science-led digital platform which

supports mental resilience and overall wellbeing with

personalised, AI-driven micro steps towards individual

goals. We have so far launched this in 62 countries,

reaching 90% of our people with positive uptake and

engagement.

– Our global Partnership for Prevention programme,

which provides our people and their families with access

to preventive healthcare services in line with the

recommendations of the World Health Organization

(WHO).

– Our Global Employee Assistance Programme (EAP), which

offers free, confidential help and support for our people

and their families 24/7. In 2025 we enhanced our EAP to

bring our people even better access and a wider range

of support, wherever they are in the world.

– Financial wellbeing support for our people, which includes

access to ‘Nudge’, a financial education platform in over

60 countries, helping people manage their finances and

achieve their financial goals.

61

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| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Our culture and people continued | | | | | | | | | | | |

To enable our managers to better care for their teams by

identifying and responding to their people's challenges,

92% of managers have undertaken mental health training

since the end of 2019. This year, we also introduced content

on mental health into our annual mandatory training which

100% of employees and 99% of complementary workers

completed in 2025.

We encourage our people to volunteer so we can make

an even bigger impact on our communities. We match

volunteering opportunities to our ambition, strategy and

charitable investment themes: Health for people, Health

for the planet, Innovators for the future. This year our people

have donated over 55,000 hours of volunteering time.

|  |  |
| --- | --- |
|  |  |
|  | Read more on Inclusion on page [55](#ia0478a7d9608435797b09f6fdeba7f82_139) |

#### How people experience GSK

We regularly measure people’s experience of GSK as

a place to work. This has included running an annual

survey since 2017 for all our people, featuring questions on

engagement, confidence, inclusivity, our culture focus areas

and trust priorities. Listening to our people is important.

Responding and taking meaningful action, even more so.

In 2025 we therefore focused on responding to insights and

learning from previous surveys rather than running a full

annual survey. The launch of our new L&D Hub is one

example of this, addressing feedback from our people who

told us that they wanted a more individualised and dynamic

learning and development experience. We plan to run a

survey for all our people again in 2026.

62

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|  | |  |  | |  |  | |  |  | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |

## Riskmanagement

## and disclosure

## statements

|  |  |
| --- | --- |
|  |  |
| In this section |  |
| [Risk management](#ia0478a7d9608435797b09f6fdeba7f82_157) | [63](#ia0478a7d9608435797b09f6fdeba7f82_157) |
| [2025 principal risks summary](#ia0478a7d9608435797b09f6fdeba7f82_163) | [66](#ia0478a7d9608435797b09f6fdeba7f82_163) |
| [Climate-related financial disclosures](#ia0478a7d9608435797b09f6fdeba7f82_166) | [69](#ia0478a7d9608435797b09f6fdeba7f82_166) |
| [Non-financial and sustainability](#ia0478a7d9608435797b09f6fdeba7f82_178)  [information statement](#ia0478a7d9608435797b09f6fdeba7f82_178) | [77](#ia0478a7d9608435797b09f6fdeba7f82_178) |
| [Employees by gender](#ia0478a7d9608435797b09f6fdeba7f82_181) | [77](#ia0478a7d9608435797b09f6fdeba7f82_181) |
| [Section 172(1) statement](#ia0478a7d9608435797b09f6fdeba7f82_181) | [77](#ia0478a7d9608435797b09f6fdeba7f82_181) |
| [Viability statement](#ia0478a7d9608435797b09f6fdeba7f82_187) | [78](#ia0478a7d9608435797b09f6fdeba7f82_187) |

63

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| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Risk management | | | | | | | | | | | |

#### Our strategy for growth is underpinned by a well-embedded risk management

#### and internal control framework, overseen and evaluated by our Board.

#### Our risk management and internal control policy and framework

Our risk management and internal control framework

enables our Board to evaluate and oversee how we

manage principal and emerging risks in line with our

strategy and long-term priorities. Our policy sets out the

requirements, roles and responsibilities for the management

and governance of risks and controls and provides

guidance on the essential elements of our internal control

framework. These essential elements help us to identify,

assess, manage, report and oversee risks relevant to our

business activities. The framework helps make sure we

manage our risks proportionately, in line with our risk

appetite, throughout the year in a timely and transparent

way to support our strategic objectives. Our framework also

incorporates business continuity planning so that we can

continue to operate in the event of a crisis.

Our framework is in line with industry standards and legal

and regulatory requirements. During the year, we assessed

our framework to make sure we met the UK Corporate

Governance Code requirements. Our Chief Compliance

Officer reports on the effectiveness of our risk management

and internal controls and areas for continuous improvement

to the Audit and Risk Committee (ARC) biannually to enable

their oversight of our framework.

Our Code of Conduct sets out the overarching expectations

for our employees and complementary workers. We aim

to do the right thing with integrity and care as part of our

culture. Our risk management framework complements our

culture and Speak Up processes in making sure that we

identify and mitigate risks effectively. We monitor our most

important risks and take action to address issues. Our annual

confirmation exercise with General Managers, Site Directors,

senior leaders and the Executive Committee (ExCom),

validates that key risks are well managed and that actions

are in place to address gaps.

|  |  |
| --- | --- |
|  |  |
|  | [Risk management and internal control policy](https://www.gsk.com/media/g0ub104b/risk-management-and-internal-control-policy.pdf) |
|  | Internal control framework – see page [136](#i100ae7c146f54ebcae91db5f7ef8d7e8_233001) |
|  | [Code of conduct](https://www.gsk.com/media/qnmhqzmy/the-code-printable-version.pdf) |

#### Board oversight and governance

The Board oversees our system of risk management and

internal controls and establishes our risk appetite, supported

by the ARC. Cyber security risks are overseen by both the

ARC and the Board. We describe the responsibilities and

remits of the Board and its committees on page [118](#ia0478a7d9608435797b09f6fdeba7f82_268).

Our Risk Oversight and Compliance Council (ROCC),

co-chaired by our Group General Counsel and our Chief

Compliance Officer, enables the ARC, CRC and Science

Committee to oversee risks, and the strategies to address

them. At the same time, risk management and compliance

boards (RMCBs) across the Group promote the ‘tone from

the top’, establish our risk culture, oversee the effectiveness

of risk management activities and communicate

information about internal controls. Our business is

expected to deliver its objectives in line with the risk appetite

established for our principal risks. The Disclosure Committee

is responsible for considering the materiality of information

and determining when it should be disclosed.

An enterprise risk owner is responsible for each principal risk,

overseen by an ExCom member, and reports risk and

mitigation to ROCC or the ExCom and the appropriate

Board committee throughout the year. Significant risks or

issues can also be escalated to the ExCom, ROCC or

appropriate risk governance forum (e.g., Global Safety

Board) as needed. Legal & Compliance support these

efforts by advising on our business strategies, activities,

risks and controls. Audit & Assurance assess the adequacy

and effectiveness of our framework.

|  |  |
| --- | --- |
|  |  |
|  | [GSK Governance](https://www.gsk.com/en-gb/company/governance/) |
|  | ARC report – see page [134](#ide506648767f48e7b857c8a3ecfbbb8f_0-0-1-1-986070) |

#### Assessing current, evolving and emerging risks

We use our corporate risk assessment methodology to

assess our risks, including our principal risks. This considers

the likelihood and potential impact of risks, and the

timescale over which a risk could occur based on the most

probable scenario and in the context of our existing internal

controls. Our impact assessments include considerations

across patient safety, quality and supply; environment,

health and safety; legal matters; people; regulatory;

reputation; strategic objectives; and finance, incorporating

materiality thresholds. A risk assessment enables us to

categorise our risks and ensure appropriate controls,

monitoring and oversight. We define our principal risks

as those that could negatively impact our business model,

future performance, solvency or liquidity.

We evaluate emerging risks that could affect our ability to

achieve our long-term priorities over a three-year horizon,

in line with our viability statement. We also define risks as

‘emerging’ if we need to know more about how likely they

are to materialise, or what impact they would have if they

did. We evaluate emerging risks to understand their impact

on the company and how they should be categorised,

managed and reported.

64

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| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Risk management continued | | | | | | | | | | | |

We continue to monitor the horizon throughout the year to

identify external trends, opportunities and risks, including

evolving and emerging risks, which may potentially impact

us. We assess these against our business activities and

controls to determine how to categorise and treat them,

and where we might need to take more action with relevant

results discussed at our RMCBs and ROCC.

ROCC conducts an annual risk review to assess principal

and emerging risks and other significant risk factors for the

company. The review is supported by extensive analysis of

external trends and insights, senior-level interviews, and

recommendations from RMCBs and risk owners. It includes

a description of the principal risks and how they were

managed within the year, as well as proposals for changes

to our risks for the following year. The review is shared with

the ARC and Board for assessment and agreement and

forms the basis for the following year’s risk management

focus.

#### Managing our principal risks

For our principal risks overseen by ROCC, we define our

strategy for how we will manage the risk through enterprise

risk plans. The plans include a description of the risk; its

context, including third-party aspects and AI implications;

our risk assessment and appetite; how we will treat the risk;

and the actions we will take to mitigate the risk. Also, the

plans include key risk indicators with risk reporting thresholds

aligned to risk appetite to support monitoring and oversight

throughout the year. These risks also have internal control

framework plans, which detail the controls the business

needs to perform or implement to support the enterprise risk

plan strategy, including controls for responding to problems

and crises. Enterprise risk owners report every quarter on the

status of the enterprise risk plan, internal control framework

implementation, relevant external insights and emerging

risks and mitigation within the period, with significant results

reported to ROCC. We provide an executive summary of

quarterly risk reports and ROCC outcomes to ARC. This

approach fosters dynamic, flexible and agile oversight,

important in a volatile and uncertain external environment.

It also enables us to assess the effectiveness of our risk

management strategies and controls for our principal risks.

#### Assessment and summary of our 2025 risks

During 2025, we assessed our principal and emerging

risks and risk factors to understand the external environment

and context influencing the risks, potential impact on the

company and actions needed or completed.

Our geopolitical developments and regulatory environment

emerging risks evolved over the course of the year given the

change in potential impact on our strategy. We combined

these risks given their interconnected nature.

Our business strategy, results of operations and financial

condition have not, as far as we are aware, been materially

affected by risks from cyber security threats, including as a

result of previous cyber security incidents, but we cannot

provide assurance that they will not be materially affected

in the future by such risks and any future material incidents.

The table beginning on page [66](#ia0478a7d9608435797b09f6fdeba7f82_163) provides an executive

summary of our principal risks for the year, including

respective trends, assessments and mitigation activities.

These risks are not in order of significance. More details

to support the Principal risk summary table, including full

risk definitions, potential impact, context and mitigating

activities are disclosed within the Principal risks and

uncertainties section on page [289](#ia0478a7d9608435797b09f6fdeba7f82_577).

We also include a summary of our 2025 additional risk

factors, risks that do not reach materiality threshold

of principal risks, namely, geopolitical and regulatory

environment and climate change and our emerging risk,

skills and capability planning, in the Principal risks and

uncertainties section on page [289](#ia0478a7d9608435797b09f6fdeba7f82_577).

We operate in a dynamic risk environment, where rapid

evolution of third-party relationships and advancements

in technology, particularly in generative and agentic AI,

present both significant opportunities and risks. These

elements are not viewed as isolated challenges; rather,

our principal risks incorporate these elements and we

evaluate them within their broader context, ensuring that

risk assessments are comprehensive and integrated,

enabling effective mitigating actions.

We have policies and frameworks governing the application

of AI with enterprise oversight and governance provided by

Group General Counsel and Chief Digital and Technology

Officer to ensure that AI-related initiatives align with our

risk appetite and ethical standards.

Other business risks related to ESG that we do not

categorise as principal risks or additional risk factors,

including environmental sustainability, are managed

through our six focus areas, as described in our

Responsible Business Report.

|  |  |
| --- | --- |
|  |  |
|  | [Principal risks and uncertainties](#ia0478a7d9608435797b09f6fdeba7f82_577) – see page [289](#ia0478a7d9608435797b09f6fdeba7f82_577) |
|  | [Climate-related risk management and climate-related](#ia0478a7d9608435797b09f6fdeba7f82_166)  [financial disclosures](#ia0478a7d9608435797b09f6fdeba7f82_166) – see page [69](#ia0478a7d9608435797b09f6fdeba7f82_166) |
|  | [Environment](#ia0478a7d9608435797b09f6fdeba7f82_136) – see page [52](#ia0478a7d9608435797b09f6fdeba7f82_136) |
|  | Responsible use of data and AI – see page [57](#if95d4a39630c4dafb398e2d404a5297f_63157) |
|  | [Viability statement](#ia0478a7d9608435797b09f6fdeba7f82_187) – see page [78](#ia0478a7d9608435797b09f6fdeba7f82_187) |
|  | [Legal proceedings](#ia0478a7d9608435797b09f6fdeba7f82_538) – see page [269](#ia0478a7d9608435797b09f6fdeba7f82_538) |

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|  |  |  |  |  |  |  |  |  |  |  |  |
| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Risk management continued | | | | | | | | | | | |

#### Changes to our risks for 2026

In our December 2025 annual risk review, the ARC agreed

to ROCC’s recommendation of our principal and emerging

risks and risk factors for 2026. Our existing principal risks

remain relevant, with minor definition updates. Additionally,

we agreed the following:

– Geopolitical and regulatory environment will be elevated

to a new principal risk in 2026 given the potential impact

to our strategy. We define this as the risk that GSK fails

to adapt to the pace of change in rising external factors

that may influence pricing, reimbursement, affordability,

market entry, access and competitive pressures, such as

protectionist measures, changes in government spending,

legislative or policy measures to influence change such

as trade restrictions or tariffs, healthcare reform, evolving

approval or label change processes, changes to country

immunisation schedules, or decisions that may differ from

standard procedures or scientific data, that may

negatively affect our operations. This risk will continue

to be overseen by the ExCom.

– Capability, skills and workforce planning will be elevated

to a new risk factor in 2026 given its relevance to our

strategy for focused attention. We define this as the risk

that GSK potentially fails to ensure adequate capability,

skills and workforce planning to enable delivery of our

strategic priorities. This risk will continue to be managed

through a central HR framework, embedded across our

businesses.

– Climate change will continue to be a risk factor overseen

by our Sustainability Council in 2026.

– We will continue to embed the opportunities and risks

related to third-party relationships and AI into our

principal risks.

We will maintain monitoring of the external landscape and

make sure we adequately address any new emerging risks

within our existing risk management governance.

|  |  |
| --- | --- |
|  |  |
|  | For more context on key themes in our external environment,  including rapid acceleration and adoption of advanced  technologies, including AI, see page [11](#ia0478a7d9608435797b09f6fdeba7f82_49) |

66

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|  |  |  |  |  |  |  |  |  |  |  |  |
| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| 2025 principal risks summary | | | | | | | | | | | |

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Risk | Trend versus  prior year | Risk assessment and mitigation |
| Patient  safety | →  External | The external risk environment remains stable. We continue to contend with a complex legal and  regulatory environment. Despite having an optimised, best-in-class pharmacovigilance system,  we cannot predict all circumstances impacting safety and efficacy that could result in harm to  patients, regulatory action or litigation. External reviews of our products, or publications not based  on robust scientific evidence of the ongoing benefit-to-risk assessment, could also lead to  potential harm to patients. |
|  | →  GSK | Our internal risk environment remains stable. We continue to focus on ensuring an optimised  benefit-to-risk profile for all medicines and vaccines through appropriate safety expertise and  oversight. Throughout 2025 we have strengthened our governance framework with our third-party  support model for global pharmacovigilance operational activities. |
|  |  |  |
| Product  quality | ↑  External | The external risk environment is increasing. It continues to be challenging with new regulations,  revised guidelines and evolving pharmaceutical, chemical and environmental legislation, as well  as an increased focus on inspections throughout the supply chain. This is combined with a volatile  global risk landscape, shaped by unpredictability in the geopolitical and regulatory environment,  which has ramifications for the biopharmaceutical sector and product quality compliance. As a  result, the industry is expanding its advocacy efforts and undertaking broader assessment and  implementation activities to meet new requirements. The threat of cyber attacks and data  breaches across the industry could risk the integrity of product quality data. Attracting and  retaining key specialised skills to deliver innovation in manufacturing and development also  continues to be challenging and highly competitive. |
|  | →  GSK | Our internal risk environment remains stable. We have a single quality organisation, and we have  made significant progress on integrating quality systems, functions and ways of working to  support product quality. We continue to be focused on proactively driving quality improvement  and standardisation and adopting digitalisation to support key quality management processes.  We also continue to enhance our quality management system and our ways of working to  maintain compliance and mitigate risk across the business and the third parties we work with. |
|  |  |  |
| Pipeline  delivery | ↑  External | The delivery of innovative medicines and vaccines is increasingly challenged by evolving  regulations, shifting pricing and access pressures, and heightened scrutiny from payers (e.g.,  insurance companies, governments, pharmacy benefit managers, patients). Regulatory changes,  growing competition and payer demands can significantly affect the speed and success of  product launches. The landscape is also shaped by significant advances in technology, societal  demands, and expectations around responsible business conduct. |
|  | GSK trend  as per our  quarterly  financial  reports | We focus on accelerating delivery of our pipeline of innovative medicines and vaccines for  patients who need them, supported by regular reviews of our pipeline. To complement our in-  house R&D, we add to our portfolio through targeted business development. We have established  collaborations with key academic centres to be at the heart of emerging science, and use deep  and diverse data and advanced technologies, including AI/ML, to significantly improve the pace,  precision and probability of success of drug development. |
|  |  |  |
| Financial  controls  and reporting | ↑  External | The external risk environment has increased. It is marked by geopolitical and regulatory  uncertainty, rising compliance and disclosure demands, growing cyber and fraud risks, and  climate-related disruptions. Companies face pressure to invest heavily in digital transformation  while managing heightened cyber risk and ESG reporting risks. The shift towards automation  and technology-driven processes creates both efficiency opportunities and risks from skill gaps,  inadequate controls and evolving compliance expectations. |
|  | →  GSK | Our internal risk exposure remains stable, though transformation and external volatility continue  to heighten potential vulnerabilities. Ongoing finance system upgrades, acquisitions and digital  integrations pose transitional risks, while gaps in policy engagement, compliance culture, and  working capital management could increase exposure to misconduct or inefficiency. Robust  oversight from the Finance Risk Management & Controls team and business controls testing,  alongside benchmarking of finance processes, are key to ensuring accurate valuations, validated  assumptions and consistent execution of controls across regions. |
|  |  |  |

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|  |  |  |  |  |  |  |  |  |  |  |  |
| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| 2025 principal risks summary continued | | | | | | | | | | | |

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Risk | Trend versus  prior year | Assessment and mitigation activities |
| Legal  matters | ↑  External | The external risk environment is increasing. The pharmaceutical industry is highly regulated and  subject to significant scrutiny by government agencies globally. We must comply with diverse  global laws and regulations, including those on anti-bribery, corruption, outgoing fraud,  competitive practices, sanctions and export controls. The applicable laws are often uncertain,  unstable or evolving and can conflict across different markets, making it challenging to determine  exact requirements in every market. The geopolitical environment remains highly changeable, and  there is a risk that new legislation and enforcement activities could be used to further political ends.  Competition law is increasingly being used to tackle perceived issues affecting access to medicine,  pricing and acquisitions. The US and UK, among many countries, prioritise enforcement of anti-  corruption laws and regulations, and public procurement fraud. |
|  | →  GSK | Our risk exposure is stable. We conduct our business in a heavily regulated industry and across  many culturally diverse countries, including some which present high risks relating to corruption,  fraud, sanctions and competition law. In some instances, external changes to the law have a  significant impact on our ability to manage internal risk. We’re proactive in monitoring the external  environment and quickly respond to any changes by adapting our internal controls. |
|  |  |  |
| Commercial  practices | ↑  External | The external risk environment is increasing. Macroeconomic factors such as inflationary pressure  and major geopolitical events are contributing to a challenging and dynamic environment.  Governments continue to increase scrutiny of industry marketing and sales practices, particularly  in the US. Competitive pressure remains intense across therapy areas and market segments. |
|  | →  GSK | Our internal risk exposure remains stable. As our commercial activities and digital initiatives  continue to evolve, we remain confident that our internal control systems, processes and  monitoring are robust and fit for purpose. We proactively adapt these controls to address new and  emerging risks associated with new commercial activities, product launches and digital  transformation. When we identify issues, we resolve them promptly. Our commitment to ethical  and responsible commercialisation is supported by strong data practices, enabling us to extract  actionable insights and maintain effective commercial risk management. |
|  |  |  |
| Scientific  and patient  engagement | →  External | The external risk environment remains stable. The use of multiple channels and platforms to  engage with patients and HCPs has increased as digital health and generative AI tools continue  to advance. Complex and dynamic disease areas and treatments mean it is important that  patients are engaged throughout the lifecycle of products. |
|  | →  GSK | Our internal risk environment remains stable. We continue to strengthen and refine our  engagement practices and internal controls, using AI tools to drive improvements and innovation.  We use data and systems to monitor, improve oversight and respond to emerging risks associated  with our scientific and patient engagement activities. |
|  |  |  |
| Data ethics  and privacy | ↑  External | The external risk environment is increasing. Laws and regulations governing data protection,  privacy, cyber security and AI/ML are evolving, increasing the complexity of the operating  environment. The rapid pace of technological innovation is expected to persist, and companies  need to remain alert to potential new legislation and regulatory developments. The growing trend  towards data sovereignty could affect the ability of healthcare organisations to innovate and  conduct international operations. |
|  | →  GSK | Our internal risk exposure is stable due to the strength and maturity of our data ethics and privacy  framework. We continuously assess and refine this framework to comply with new privacy laws in  the countries where we operate and regulatory restrictions on international data transfers. |
|  |  |  |
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|  |  |  |  |  |  |  |  |  |  |  |  |
| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| 2025 principal risks summary continued | | | | | | | | | | | |

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Risk | Trend versus  prior year | Assessment and mitigation activities |
| Research  practices | ↑  External | The external risk environment is increasing. Evolving regulations, dynamic geopolitical  developments, the rising trend of data sovereignty and rapid technological advancements are  increasing the complexity of the environment. Heightened cyber threats, stricter data protection  requirements and regulatory inconsistencies present further challenges to operational  effectiveness. |
|  | →  GSK | Our internal risk environment is stable as we adopt new technologies and scale our adoption of AI  in the discovery and development of medicines and vaccines. We continue to adapt our internal  business processes to enable innovation and to meet ethical, societal and regulatory expectations.  We must maintain flexibility and resilience, while proactively strengthening trust with patients,  partners and regulators. |
|  |  |  |
| Environment,  health and  safety (EHS) | →  External | The external risk environment remains stable. Legislation is evolving globally in response to higher  expectations around accounting for the environmental impacts of operations and production.  Regulatory changes and increased inspections, driven by nationalism and geopolitical tensions,  make more advocacy and compliance efforts necessary to meet evolving requirements and costs. |
|  | →  GSK | The internal risk environment remains stable. We’re adapting to evolving business conditions by  carefully balancing ongoing operational risks with new strategic challenges. To strengthen the  effectiveness of EHS, we are streamlining our operating model. The most critical EHS risks for us  remain in process safety, operational risks within our manufacturing and research sites, contractor  safety, and the safety of drivers and riders across our commercial operations. In 2025, we have  made meaningful progress in each of these areas. |
|  |  |  |
| Information  and cyber  security | ↑  External | The external risk environment is increasing. The external cyber security threat landscape has never  been more complex due to the weaponisation of AI by cyber threat actors, geopolitical tensions,  and increased ‘hacktivism’. New cyber regulations and privacy laws, along with the anonymity  provided by cryptocurrencies and the dark web, are complicating the environment. The financial  impact of cyber crime continues to rise significantly each year. |
|  | →  GSK | Our internal risk environment is stable. We continue to operate in a digital healthcare ecosystem  while adopting new technologies to accelerate our strategy. Through our Cyber Maturity  Programme, we have strengthened our ability to manage cyber security risks and enhanced our  cyber resilience. We adopted a forward-looking, sustainable model designed to further evolve  cyber security practices and proactively meet residual and emerging threats. |
|  |  |  |
| Supply  continuity | ↑  External | The external risk environment is increasing. Threats to supply continuity include geopolitical  instability, cyber attacks on manufacturing and supply operations and natural disasters. This risk  applies to our internal operations and our network of third-party suppliers (including contract  manufacturers, active pharmaceutical ingredients (API) and raw material suppliers, and third-  party logistics providers). |
|  | →  GSK | Our risk exposure remains stable, mitigated through a combination of well-defined supply chain  management processes, clear escalation pathways to ensure supply continuity and clear  succession plans for critical supply chain roles.  We continue to adapt our manufacturing and supply chain operations through our Supply Chain  2030 initiative and our consolidated network reviews. Supply continuity remains consistently high  as we make changes to our manufacturing platform technologies and launch new pipeline assets,  using AI in a targeted way. |
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|  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |
| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Climate-related financial disclosures | | | | | | | | | | | |

#### Aboutour climate-related financial disclosures

Our climate-related financial disclosures are consistent with

the recommendations and recommended disclosures of the

Task Force on Climate-related Financial Disclosures (TCFD),

including the TCFD all-sector guidance, subject to current

year Scope 3 emissions (see footnote on page [76](#i380b9410dc6d4522a3682d3ebb20993f_0-0-1-1-842536) and in

compliance with the requirements of UKLR 6.6.6 (8)R (UK

Listing Rules). The disclosures are in compliance with the

Companies (Strategic report) (Climate-related Financial

Disclosure) Regulations 2022 of the Companies Act 2006.

We update our climate risk and impact assessments

annually.

#### Governance

The Board’s oversight of climate-related risks

and opportunities

Board

The Board considers climate-related matters throughout

the year. This includes assessing risk management

processes, challenging and endorsing the business plan

and budgets, and overseeing major capital expenditures,

acquisitions and divestments.

The Corporate Responsibility Committee (CRC),

a subcommittee of the Board, exercises oversight,

provides guidance and reviews our responsible business

performance, including climate-related risks and

opportunities, and environmental performance against

our climate targets.

The CRC receives regular updates on environmental

sustainability, including climate. Regular attendees

include the CEO and the President Global Supply Chain.

In 2025, the CRC met four times and discussed climate-

related issues on four separate occasions with

management.

|  |  |
| --- | --- |
|  |  |
|  | The work of the CRC is described further in the CRC Chair's report  on pages [132](#i0e622d3599e14f97aa9ea42d769d89f9_0-0-1-1-842536) and [133](#i100ae7c146f54ebcae91db5f7ef8d7e8_261739). |
|  |

Management’s role in assessing and managing

climate-related risks and opportunities

Two bodies within GSK have significant roles in managing

our exposure and response to climate-related matters: the

Executive Committee (ExCom) and the GSK Sustainability

Council. In doing so, they receive support from across the

business.

Executive Committee

The regular meetings of the ExCom give members an

opportunity to discuss strategic, financial and reputational

matters.

The President Global Supply Chain, an ExCom member, has

management responsibility for environmental sustainability,

which includes our climate targets. The President is

responsible for governance and oversight of risks and

opportunities and makes sure there is an effective

framework to manage them across the business. This

framework also enables us to deliver on our commitments

to a net zero, nature positive, healthier planet.

The ExCom reviewed and discussed the mid-year and year-

end performance for key climate and nature metrics (see

page [52](#ia0478a7d9608435797b09f6fdeba7f82_136)) as part of reviewing our Responsible Business

Performance Rating.

|  |  |
| --- | --- |
|  |  |
|  | [For more detail on our Performance Rating, please see our](https://www.gsk.com/en-gb/responsibility/responsibility-reports/)  [Responsible Business Report](https://www.gsk.com/en-gb/responsibility/responsibility-reports/) |

GSK Sustainability Council

The Sustainability Council, held quarterly, is attended by

senior leaders from across the business. Members include

leaders from Procurement, Finance, Compliance, Research

& Development, Manufacturing and Corporate Affairs. The

Council is co-chaired by the President Global Supply Chain

and the Vice President (VP) Sustainability and supported by

the global Sustainability team and external third parties,

who provide specialist expertise and advice to the business.

In 2025, the Council:

1. approved the annual targets for the climate and nature

key performance indicators (KPIs) of the sustainability

programme

2. reviewed monthly performance and escalations of any

potential concerns or issues

3. approved the annual climate risk review and approach

for risk disclosure

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|  |  |  |  |  |  |  |  |  |  |  |  |
| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Climate-related financial disclosures continued | | | | | | | | | | | |

Other business support

The Sustainability Council is supported in assessing and

managing climate-related risks and opportunities by:

1. the Sustainability programme steering team, chaired

by the VP Sustainability, which meets monthly and

co-ordinates the sustainability programme. This team

monitors programme performance and the progress

of the enablers required to deliver the sustainability

programme.

2. the Sustainability Risk and Opportunity Committee,

which is a cross-functional team from Sustainability,

EHS, Finance, Supply Chain and Procurement.

The Committee meets quarterly and reports to

the Sustainability Council.

3. the Metered Dose Inhaler steering team, which is

attended by senior leaders from across the commercial,

supply chain, regulatory and R&D teams. This team is

chaired by the President Global Supply Chain and is the

decision-making body for the programme to reduce the

climate impact of metered dose inhalers which make up

52% of our total GHG emissions.

4. our ESG reporting hub, provides oversight and leads

assurance of data, including on carbon emissions.

5. the carbon credit programme steering committee,

which includes the Group Financial Controller and the

VP Sustainability, reviews the due diligence outcomes

of potential carbon credit projects and the performance

of established investments, and makes new investment

decisions.

#### Strategy

The climate-related risks and opportunities we have

identified over the short, medium and long term

We identify climate-related risks and opportunities on the

basis of their significance to GSK’s business performance

and resilience, including within our supply chain. In doing so,

we consider the effect over the following time horizons:

1. short term (up to three years) aligning with financial

planning timeframes.

2. medium term (four to ten years) aligning with long-term

business forecasting timeframes.

3. long term (more than ten years) to enable us to explore

the uncertainties in changes to weather, disease patterns

and societal responses to climate change across the

globe.

We also assess the potential financial implications of each

risk and opportunity over those time horizons, aligned with

our Enterprise Risk Management process.

Based on the time horizons for each risk or opportunity,

along with its financial impact, we have identified and

prioritised the climate-related risks and opportunities

outlined in the following table. Our climate scenario analysis

(described in more detail below) helps inform our response.

71

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| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
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| Climate-related financial disclosures continued | | | | | | | | | | | |

#### Our risks and opportunities

#### Physical risks

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
|  | Risk description |  | Potential impact |  | Our response |  | Assumptions |
|  |  |  |  |  |  |  |  |
|  | The risk from increasing levels  of water stress leading to  interruptions to supply of water  to our sites and third-party  supply sites |  | Current trajectory  scenario  Med term: £  Long term: £ |  | We’ve identified five sites in three water-  stressed basins where we have operations  in India, Pakistan and Algeria, together with  suppliers co-located in these basins.  These basins are prioritised for catchment-  level projects of water replenishment,  restoration, and regeneration activities that  aim to deliver measurable environmental and  social outcomes.  We have also identified several sites and  suppliers in water basins that may face water  stress by 2050. These are on our watch list, and  we’ll monitor and update water risk  assessments as needed. |  | The financial impact is  based on a three-month  supply chain interruption  as a worst case. |
|  | We and our third-party  suppliers use freshwater as  the main source of water to  manufacture medicines and  vaccines. If water availability  was restricted at a factory,  operations would be  interrupted |  | Breach of planetary  boundaries scenario  Med term: £  Long term: £ |  |  |
|  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |
|  | Increasing frequency of  extreme weather events  causing disruption to our  and third-party supplier sites. |  | Current trajectory  scenario  Med term: £  Long term: £ |  | The climate scenario modelling indicated that,  of the seven physical perils, flood from rainfall  presents the highest likelihood of an acute  interruption. However, the risk of flooding from  rainfall and from the other extreme weather  events is expected to remain very low.  We’ve performed risk assessments for our  manufacturing and other operations and have  business continuity plans which we review  annually to respond to the impacts of extreme  weather events, including adopting  appropriate mitigation plans.  We have a well-established loss prevention  and risk engineering programme to identify a  range of risks that could affect our sites and,  where flood risks exist, we’ve taken action to  mitigate them. |  | The financial impact is  based on a three-month  supply chain interruption  as a worst case. |
|  | Extreme weather events from  any one of precipitation  (rainfall), flood from  precipitation, riverine flood,  extreme wind, wildfire, and  extreme heat can result in  short-term interruptions to  manufacturing at our or  supplier sites. |  | Breach of  planetary  boundaries  scenario  Med term: £  Long term: £ |  |  |
|  |  |  |  |  |  |  |  |

Key

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| £ | Low financial impact <£250m |  |  |
| ££ | High financial impact >£250m |  |  |
|  |  |  |  |

72

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |
| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Climate-related financial disclosures continued | | | | | | | | | | | |

#### Transition risks

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
|  | Risk description |  | Potential impact |  | Our response |  | Assumptions |
|  |  |  |  |  |  |  |  |
|  | Regulations governing the use  of high global warming potential  (GWP) substances have been  updated in the EU and US.  This could lead to increasing  costs and restrict the ability  to manufacture our metered  dose inhaler (MDI) products  that use a high GWP propellant  (HFA134a). |  | Current trajectory  scenario  Med term: ££ |  | Millions of people use Ventolin, our reliever MDI  medication, which currently accounts for 43%  of our total carbon footprint. We have  announced positive pivotal phase III data for a  next-generation low-carbon version of Ventolin  MDI, and these findings will support regulatory  submissions. If approved, this version has the  potential to reduce greenhouse gas emissions  by 92% per inhaler, with launch expected from  2026.  We already have a portfolio of dry powder  inhaler products that don’t use propellants and  that are not affected by this risk. |  | The financial impact assumes  the reformulated product is  approved by regulators and  launched according  to plan. |
|  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |
|  | Future regulatory policy  responses to address climate  change could lead to the  imposition of carbon taxes  by countries where we  manufacture and source  goods from third parties. |  | Net zero scenario  Med term: £  Long term: £  Low-carbon  scenario  Med term: £  Long term: £  Current trajectory  scenario  Med term: £  Long term: £ |  | We are managing this risk by reducing our  value chain carbon emissions in line with our  transition plan described above. We’ve  updated our carbon tax modelling to account  for latest announcements and commitments  on carbon taxes since 2022. |  | The financial impact assumes  we deliver an 80% reduction  in carbon emissions by 2030  and assumes carbon tax  values are as per IEA  scenarios, supplemented by  data from policy pledges for  a small number of countries. |
|  |  |  |  |  |  |  |  |

#### Opportunity

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
|  | Risk description |  | Potential impact |  | Our response |  | Assumptions |
|  |  |  |  |  |  |  |  |
|  | 84 countries have committed  to develop sustainable low-  carbon healthcare systems  through the WHO Alliance for  Transformative Action on  Climate and Health (ATACH).  This could lead to increasing  demand for low-carbon  medicines and vaccines. |  | No financial  impact available |  | We’re reducing our own Scope 1 & 2 carbon  emissions, which in turn reduces the Scope 3  footprint of our customers and suppliers.  Millions of people use Ventolin, our reliever MDI  medication, which currently accounts for 43%  of our total carbon footprint. We have  announced positive pivotal phase III data for a  next-generation low-carbon version of Ventolin  MDI, and these findings will support regulatory  submissions. If approved, this version has the  potential to reduce greenhouse gas emissions  by 92% per inhaler, with launch expected from  2026.  We played a leading role in developing a new  standard to measure and report the  environmental footprints of pharmaceutical  products as part of the Pharma LCA  consortium.  We’re developing methodologies to calculate  the environmental impact of products and  vaccines from a patient care pathway  perspective. |  | N/A |
|  |  |  |  |  |  |  |  |

Key

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| £ | Low financial impact <£250m |  |  |
| ££ | High financial impact >£250m |  |  |

73

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|  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |
| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Climate-related financial disclosures continued | | | | | | | | | | | |

The impact of climate-related risks and opportunities

on our business, strategy and financial planning

Our commitment to work towards a net zero, nature positive,

healthier planet with ambitious goals set for 2030 and 2045

is embedded in our strategic long-term priorities and

described in Environment on page [52](#ia0478a7d9608435797b09f6fdeba7f82_136), which includes

disclosures on our performance against targets approved

by the Science Based Targets initiative. The financial impact

of our prioritised climate-related risks and opportunities is

described in the tables above.

Transition plan

We have set a clear pathway to a net zero impact on

climate. By 2030, we aim to reduce carbon emissions by

80%, measured against a 2020 baseline, with the remainder

covered through investment in high-quality nature-based

solutions. By 2045, we aim to be at the Science Based

Target initiative Net Zero Standard, with carbon emissions

reduced by at least 90% and the remainder tackled through

high-quality carbon credits.

|  |  |
| --- | --- |
|  |  |
|  | See page [52](#ia0478a7d9608435797b09f6fdeba7f82_136) for further details of our progress in reducing carbon  emissions |

|  |  |
| --- | --- |
|  |  |
|  | [Our Pathway to Net Zero Impact on Climate](https://www.gsk.com/media/iyrmzve1/pathway-to-a-net-zero-impact-on-climate.pdf) |

Direct operations

To continue reducing Scope 1 & 2 emissions across our

operations by 2030, we’re focusing on:

– maximising energy efficiency in our sites through our long-

standing energy efficiency programme (see Environment

page [52](#ia0478a7d9608435797b09f6fdeba7f82_136) of the Strategic Report for further detail)

– this year we achieved our 2025 target to transition 100%

of imported electricity to renewable sources and are now

focused on transitioning to 100% imported and generated

renewable electricity by 2030

– generating heat through renewable electricity or biofuels

– increasing the use of electric vehicles by our sales fleet

Risks and uncertainties

There are uncertainties in the transition to renewable heat.

Technology to electrify heat is developing quickly, although

there are still some limitations in delivering high

temperatures reliably, which we often require for

manufacturing processes. Biogas can replace natural

gas without introducing major changes to facilities, but

is not widely available in the locations where we operate.

The use of biomass as fuel could introduce issues of land

use change and impacts on local air quality.

The transition to 100% electric vehicles by 2030 could be

restricted by vehicle availability, lack of charging

infrastructure and battery production constraints.

Supply chain

Our Sustainable Procurement Programme requires our

suppliers to disclose emissions and set carbon reduction

targets aligned with a 1.5°C reduction pathway. At the same

time, we work with suppliers to encourage and support them

to adopt new sustainability measures. We also work with our

peers on collaborative initiatives.

Risks and uncertainties

Pharmaceutical manufacturing processes are highly

regulated by different agencies across the world, which may

slow down the implementation of some decarbonisation

initiatives. Many suppliers are based in regions with limited

renewable electricity and heat. Our supply chains are

complex and can involve several intermediate stages of

production that are highly product-specific. Our volume

demand on specific materials is quite low, which can reduce

our ability to influence where we only purchase a small

share of a supplier’s production.

Measuring Scope 3 emissions is complex and primary data

from suppliers can be lacking. Methodologies involve using

spend-based estimates mixed in with activity-based data,

industry average data and extrapolations based on

subjective choices and judgements. As data systems,

processes and controls mature and more primary data

becomes available, there may be the need to restate

reported emissions data in the future.

Product impact

The use of our products makes up 52% of our carbon

footprint. Patient use of our reliever metered dose inhaler

(MDI) medication, Ventolin (salbutamol), accounts for 43%

of our carbon footprint. See Environment, page [52](#ia0478a7d9608435797b09f6fdeba7f82_136), for more

about our low carbon Ventolin programme.

We played a leading role in developing a new standard to

measure and report the environmental footprints of

pharmaceutical products, in response to increasing

requirements from payers. This work is co-sponsored with

the UK NHS and the Office of Life Sciences and the Pharma

LCA consortium of 11 global pharmaceutical companies,

with support from the Pharmaceutical Environment Group

and the Sustainable Markets Initiative.

Risks and uncertainties

Metered dose inhalers (MDIs) use a propellant that helps

push the medicine out of the inhaler and into the lungs.

Any new propellant must be appropriate for human use,

which means meeting criteria relating to safety, efficacy,

quality, and have minimal impact on the environment.

We’re engaging with medical regulators such as the US

Food and Drug Administration (FDA), European Medicines

Agency (EMA) and the UK Medicines and Healthcare

Products Regulatory Agency (MHRA) on how advances

in pharmaceutical product design can reduce the

environmental impact of medicines.

74

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|  |  |  |  |  |  |  |  |  |  |  |  |
| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Climate-related financial disclosures continued | | | | | | | | | | | |

Carbon credits

At the same time as driving carbon emissions reductions

across our value chain, we’re also investing in high-quality

nature protection and restoration projects for carbon

credits. We plan to secure carbon credits for the 20%

emissions we estimate to have as residual in 2030, and for

a maximum of 10% residual emissions by 2045 (from a 2020

baseline). We aim to secure all of the carbon credits for the

2030 target through high-quality nature-based project

investments by 2028 and we report our progress annually

in the Responsible Business Report.

|  |  |
| --- | --- |
|  |  |
|  | See our [Responsible Business Report 2025](https://www.gsk.com/en-gb/responsibility/responsibility-reports/) and Our Pathway to  Net Zero on Climate for more information |

Our criteria for high-quality projects include prior consent

from communities, avoidance of harm, transparency,

additionality, permanence, mitigation of leakage, project

monitoring, reporting and verification of claims and

avoidance of double counting.

Risks and uncertainties

We recognise that this is a fast-moving field, and that

methodologies and guidelines will likely evolve as we

implement our plans. We commit to remaining flexible and

transparent about our progress and learning.

Climate scenarios

We use climate scenario analysis to inform management

about climate-related risks and opportunities, reporting the

results to Risk Management Control Boards (RMCB) in the

business, as well as to the Sustainability Council.

We’ve developed tools with the support of third parties

that enable us to model the impacts of physical and

transition risks where our sites and supply chains are

located. For example, we have modelled the probability

of an interruption from an extreme weather event at our

key sites and supplier sites and the subsequent financial

impact of that interruption, assuming the inventory levels

carried under existing business continuity plans. We’ve

modelled the impact of future carbon taxes, such as direct

taxes on energy-related emissions, emissions trading

schemes and taxes from carbon border adjustment

mechanisms assuming we deliver our carbon reduction

glidepath to 2030 and beyond.

This year, we reviewed and updated the climate scenarios

we use.

Net zero scenario (SSP 1 – RCP 1.9)

This scenario sets out a pathway for the global energy

sector to achieve net zero CO2 emissions by 2050. It does

not rely on emissions reductions from outside the energy

sector to achieve its goals1, with the transition facilitated by

rapid deployment of clean energy technology and a focus

on energy efficiency. Advanced economies reach net zero in

advance of others, and the overall pathway is aligned to the

IPCC’s 1.5°C trajectory.

Low-carbon scenario (SSP 1 – RCP 2.6)

This scenario assumes that all climate commitments made

by governments and industries around the world as of the

end of August 2024 will be met in full and on time2, with the

transition largely following the pathways laid out by world

governments and organisations. The impact of these

commitments will be to limit warming to a sub-2°C

temperature increase. Previously aligned to the IEA’s

Sustainable Development Scenario, but now in line with the

IEA’s Announced Pledges Scenario reflecting positive

climate action globally.

Current trajectory scenario (SSP 2 – RCP 4.5)

This scenario reflects current policy settings based on a

sector-by-sector and country-by-country assessment of the

energy-related policies that are in place as of the end of

August 2024, as well as those that are under development.

A more conservative view on climate action is outlined, and

warming is likely to exceed 2°C relative to the pre-industrial

period, as captured in RCP 4.5. Previously aligned to the

IEA’s Announced Pledges Scenario, but now in line with the

IEA’s Stated Policies Scenario.

Breach of planetary boundaries scenarios (SSP 5 – RCP 8.5)

This scenario outlines minimal climate policies, resulting in

limited transition risk impacts while posing severe physical

consequences. This scenario leads to a warming at the end

of the 21st century of probably more than 4°C relative to the

pre-industrial period (1850–1900), as captured in RCP 8.5.

(1) IEA. Net Zero Emissions by 2050. Accessed 7 April 2025. https://

www.iea.org/reports/global-energy-and-climate-model/

understanding-gec-model-scenarios

(2) IPCC, Newsroom Post - IPCC approves outlines of the first two reports

in the seventh assessment cycle. Accessed 30 May 2025. https://

www.ipcc.ch/2024/08/02/ipcc-approves-outlines-of-the-first-two-

reports-in-the-seventh-assessment-cycle

75

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|  |  |  |  |  |  |  |  |  |  |  |  |
| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Climate-related financial disclosures continued | | | | | | | | | | | |

#### Risk management

Our processes for identifying and assessing climate-related

risks

In this disclosure we differentiate between ‘physical’ and

‘transition’ climate-related risks.

Physical risks are typically identified at the asset or project

level and are managed depending on the level of risk

assessed. We use climate scenario analysis to model the

potential impacts of our prioritised physical risks, which

helps us understand the resilience of our supply chains

against climate change.

Transition risks are typically risks associated with changes to

regulations or societal expectations during the transition to

a lower-carbon economy, including pressures to reduce the

climate impact of our metered dose inhaler medicines.

They’re identified at enterprise level and at market level.

Climate risk management is aligned to our enterprise risk

management frameworks. Risks from climate change at

Group level fall under the governance of the CRC with the

support of the Sustainability Council. Individual risks from

climate change are raised with appropriate business unit or

functional Risk Management Control Boards to integrate

these risks into business risk management processes.

The Sustainability Risk and Opportunity Committee meets

quarterly to review and assess business intelligence,

regulatory monitoring reports, and escalations from across

GSK. The outcomes of impact assessments are reported to

the Sustainability Council.

Our processes for managing climate-related risk

Details of how we manage our prioritised risks are in

‘Our risks and opportunities’ on page [71](#i3ed6de7b081e46789b6bc93252af05da_98096), above.

We also manage transition risks through our investment

decisions, our sustainability transformation programme and

our procedures. For example, we use a shadow carbon price

of £70/tCO2 to inform decision making on investments in

major capital expenditure to understand the implications on

potential carbon offset costs for the carbon emissions from

our value chain in 2030. This value is based on the

recommendation by the Carbon Pricing Leadership

Coalition that concluded in 2017 that the explicit carbon

price level required to drive change to restrict temperature

increases to below 1.5°C is at least US$50–100/tCO2 by

2030. We monitor the value used for internal carbon pricing

against estimates for the future costs of carbon credits.

Our Communications and Government Affairs team

manages corporate reputation and regulatory risk by

identifying and monitoring climate-related issues and

undertaking both proactive and reactive engagement

with relevant stakeholder groups.

How we integrate our processes for identifying, assessing

and managing climate-related risks into overall risk

management

Once a year, a cross-functional team from Sustainability,

Finance, Supply Chain and Procurement functions reviews

climate risks. It considers climate-related risks from a

strategic and operational perspective to make sure we

maintain a comprehensive view of the different types of

climate risks we face and the different time horizons in

which they may affect us. The team reviews previously

identified climate risks, plus new or emerging risks and

opportunities, and makes recommendations to the

Sustainability Council. Risk assessment papers are prepared

for the prioritised risks, considering the likelihood and

financial impact of each risk under different climate

scenarios.

We analyse each risk and opportunity to understand how

we’re managing them, the metrics and targets being used

and the potential impact on total profit. This year we

simplified our thresholds into either less than or equal to

£250 million, and greater than £250 million.

The impact assessments are approved by a VP

Sustainability and VP Finance. The results are shared with

the Sustainability Council, Business Unit Risk Management

and Compliance Boards (RMCB) and the Finance RMCB to

make sure risks are both contextualised with other business

risks and managed appropriately. This allows management

to take a holistic view and optimise risk mitigation

responses, to make sure that responses to climate-related

risks are properly integrated into the relevant business unit

and function activities.

The resilience of our strategy, considering different climate-

related scenarios, including a 2°C or lower scenario

We used the climate scenarios described above to stress

test the resilience of the business by considering the impacts

of potential physical and transition risks and opportunities

on the locations where we operate as described in the table

on page 75, above. The modelling didn’t identify any

material impact to our business resilience.

76

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| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Climate-related financial disclosures continued | | | | | | | | | | | |

|  |
| --- |
|  |
| Metrics data |

#### Metrics and targets

We commit to a net zero, nature positive, healthier planet, with ambitious goals set for 2030 and 2045 across our entire

value chain. We publish the metrics we use to assess climate-related risks and opportunities, in line with our strategy and risk

management process in the Environment section from page [52](#ia0478a7d9608435797b09f6fdeba7f82_136) and our Responsible Business Report (pages 14-19).

We report progress in reducing Scope 1 & 2 carbon emissions, Scope 3 carbon emissions, energy use, percentage renewable

energy, water and waste annually towards these targets in the Environment section from page [52](#ia0478a7d9608435797b09f6fdeba7f82_136) and in our public

responses to the CDP Climate, Water and Forest questionnaires.

Carbon emissions 1

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| Carbon emissions ‘000 tonnes CO2e | 2025 | 2024 | 2023 |
| Scope 1 emissions (from energy) | 280 | 289 | 301 |
| Scope 1 emissions (other2) | 199 | 232 | 279 |
| Scope 2 emissions (market-based4) | 7 | 44 | 64 |
| Scope 2 emissions (location-based4) | 212 | 234 | 240 |
| Scope 3 emissions3 | 0 | 8,385 | 8,983 |
| UK Scope 1 & 2 emissions | 87 | 92 | 102 |

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| Other metrics | 2025 | 2024 | 2023 |
| Scope 1 & 2 emissions from energy/sales revenue (tonnes CO2e/£m) | 8.8 | 10.6 | 12.0 |
| Scope 1 & 2 emissions from energy/FTE (tonnes CO2 e/FTE) | 4.3 | 4.9 | 5.2 |
| Total energy used (GWh) 4 | 2,482 | 2,577 | 2,636 |
| UK energy used (GWh) | 628 | 658 | 711 |
| % renewably sourced electricity | 99% | 90% | 83% |
| Total supplied water million m3,4 | 6.8 | 7.0 | 7.4 |
| Total supplied water in areas of high water stress million m3,4 | 0.3 | 0.3 | 0.3 |
| Total waste ‘000 metric tonnes | 39 | 47.3 | 49.7 |
| % sites that have achieved water stewardship | 100% | 100% | 100% |

(1) Carbon emissions are calculated according to the Greenhouse Gas Protocol: A Corporate Accounting and Reporting Standard (revised edition).

We use market-based Scope 2 emissions for reporting purposes and report Scope 3 emissions across all 15 categories in our Responsible Business Report

(2) ‘Other’ refers to emissions from sales force vehicles, propellant emissions released during manufacture of inhalers (the majority of propellant emissions,

released during patient use, are included in Scope 3 carbon emissions), on-site waste, or wastewater treatment and refrigerant gas losses

(3) We collect and publish Scope 3 data across 15 categories. The most recent Scope 3 data available is for 2024 as the process of compiling the 2025 data is

not yet complete, except for 2025 Scope 3 emissions from patient use of inhalers, which are disclosed in the Responsible Business Report

(4) We ask external assurance provider, Deloitte, to provide limited assurance in accordance with ISAE3000 and ISAE3410 on GHG statements. Methodologies

for reporting and measurements are provided in the Basis of Reporting 2025 in the Responsibility Reports section of gsk.com

77

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|  |  |  |  |  |  |  |  |  |  |  |  |
| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Non-financial and sustainability information statement | | | | | | | | | | | |

The following aligns to the non-financial reporting requirements contained in sections 414CA and 414CB of the Companies

Act 2006.

|  |
| --- |
|  |
| Description of the business model |

Business model [2](#ia0478a7d9608435797b09f6fdeba7f82_31)

|  |
| --- |
|  |
| Social matters |

Access[49](#ia0478a7d9608435797b09f6fdeba7f82_127)

Global health and health security[51](#ia0478a7d9608435797b09f6fdeba7f82_133)

|  |
| --- |
|  |
| Employees |

Inclusion[55](#i6a25dabaa7074b9cb10f15e65bcc0c39_0-0-1-1-842536)

Ethical standards[56](#if95d4a39630c4dafb398e2d404a5297f_6578)

Our culture and people[59](#ia0478a7d9608435797b09f6fdeba7f82_148)

Employee engagement[61](#ic4572af3a6ee4c23b49276a2c343f980_87218)

Wellbeing and development[59](#ia0478a7d9608435797b09f6fdeba7f82_148)

|  |
| --- |
|  |
| Human rights |

Our commitment to human rights[56](#if95d4a39630c4dafb398e2d404a5297f_6580)

Working with third parties[56](#if95d4a39630c4dafb398e2d404a5297f_6581)

Using data and AI responsibly[57](#if95d4a39630c4dafb398e2d404a5297f_63135)

|  |
| --- |
|  |
| Anti-bribery and corruption |

Ethical standards[56](#ia0478a7d9608435797b09f6fdeba7f82_142)

Reporting and investigating

concerns [56](#if95d4a39630c4dafb398e2d404a5297f_6579)

|  |
| --- |
|  |
| Environmental matters |

Environment[52](#ia0478a7d9608435797b09f6fdeba7f82_136)

Climate-related financial

disclosures[69](#ia0478a7d9608435797b09f6fdeba7f82_166)

|  |
| --- |
|  |
| Policy, due diligence and outcomes |

Risk management[63](#ia0478a7d9608435797b09f6fdeba7f82_157)

Viability statement[78](#ia0478a7d9608435797b09f6fdeba7f82_187)

Audit & Risk Committee report[134](#ide506648767f48e7b857c8a3ecfbbb8f_0-0-1-1-986070)

Principal risks and uncertainties[289](#ia0478a7d9608435797b09f6fdeba7f82_577)

|  |
| --- |
|  |
| Non-financial key performance  indicators |

2025 performance and key

performance indicators [5](#i675ed887e01449388c111179d8fcb87d_14357)

|  |
| --- |
|  |
| Our policies |

All of our public policies, codes and

standards are available on gsk.com

|  |
| --- |
|  |
| Employees by gender |

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  | Male | Female | Total |
| Board1 | 6 | 6 | 12 |
| Management1,2 | 8,794 | 9,318 | 18,112 |
| All employees3 | 34,089 | 32,752 | 66,841 |

(1) Headcounts as of 31 December 2025

(2) Senior managers as defined in the Companies Act 2006 (Strategic Report and Directors’ Report) Regulations 2013

(3) ‘Total’ calculated as full-time equivalent employees (FTEs) as of 31 December 2025. ‘Male’ and ‘female’ calculated by applying ‘all employees’ gender

diversity percentages to ‘total’ FTE number

|  |
| --- |
|  |
| Our section 172(1) statement |

Company directors are required by law to promote the success of their organisation for the benefit of both shareholders

and their wider stakeholders, including employees, suppliers and the community. Information on the issues, factors and

stakeholders that the Board considers relevant to complying with Section 172 (a) to (f) of the Companies Act 2006 can

be found on page [124](#id5235e1a58f14d939671d15a9089ae88_11322).

78

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|  |  |  |  |  |  |  |  |  |  |  |  |
| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Viability statement | | | | | | | | | | | |

In accordance with provision 31 of the 2024 revision of the

UK Corporate Governance Code, GSK has assessed the

prospects of the Group over a longer period than the 12

months required by the ‘Going Concern’ provision. The

Directors confirm that they have a reasonable expectation

that GSK will continue to operate and meet its liabilities, as

they fall due, over the next three years. The Directors’

assessment has been made with reference to GSK’s current

position and prospects, our strategy, the Board’s risk

appetite and GSK’s principal risks and how these are

managed, as detailed on pages [63](#ia0478a7d9608435797b09f6fdeba7f82_157) to [68](#i710a81678a124ceead7782bff8ef0bca_14-0-1-1-842536) in the Strategic

report.

The Board reviews our internal controls and risk

management policies and approves our governance

structure and code of conduct. It also appraises and

approves major financing, investment and licensing

decisions, and evaluates and monitors the performance

and prospects of GSK as a whole. The focus is largely on

improving our long-term financial performance through

delivery of our company’s business strategies and aligned

priorities.

The Board reviews GSK’s strategy and makes significant

capital investment decisions over a long-term time horizon,

based on a multi-year assessment of return on capital, the

performance of the company, and the market opportunities

in medicines and vaccines. This approach is aligned to

GSK’s model of achieving balanced growth by investing in

high-quality, innovative products for patients and

healthcare providers. However, since many internal and

external parameters become increasingly unpredictable

over longer time horizons, GSK focuses its detailed, bottom-

up Plan on a three-year cycle. The Plan is reviewed at least

annually by the Directors, who approve business forecasts

showing expected financial impact. The Directors believe

that a three-year assessment period for the Viability

statement is most appropriate as it aligns with the Group’s

well established business planning processes that balance

the long-term nature of investments in medicines and

vaccines with an assessment of the period over which

analysis of near-term business performance is realistically

visible.

The Plan has been stress tested in a series of robust

operational and principal risk downside scenarios as part

of the Board’s review on risk. The Plan assumes the next

several years to be challenging for the healthcare industry

with continued pressure on pricing of pharmaceuticals and

uncertain economic conditions prevailing across many

markets in which GSK operates. GSK assumes no premature

loss of exclusivity for key products over the period and for

all anticipated launches to proceed as planned.

The downside scenarios consider GSK’s cash flows,

sustainability of dividends, funding strategy, insurance

provision and recovery as well as other key financial ratios

over the period. These metrics have been subject to

sensitivity analysis, which involves flexing a number of the

main assumptions underlying the forecasts both individually

and in combination, along with mitigating actions that

could realistically be taken to avoid or reduce the impact

or occurrence of the underlying risk.

The following hypothetical downside scenarios have been

evaluated:

Scenario 1: Business performance risks. These include key

performance risks, including lower sales from uptake of new

and existing medicines and vaccines, regulatory risks,

greater adverse impact from generic competition and other

competitive launches to other GSK products, as well as

possible supply and manufacturing challenges.

Scenario 2: External and macroeconomic risks. This scenario

reflects incremental risks to the business driven by outside

factors, such as increased pricing pressure in both the US

and Europe and the potential impact of material negative

changes in the macro economic and healthcare

environment.

Scenario 3: Principal risks. This scenario includes a severe

assessment of the potential loss impact from the principal

risks related to patient safety, product quality, supply chain

continuity, information and cyber security and

environmental harm as well as anti-bribery and corruption

and any consequent regulatory actions, fines or significant

litigation, all of which could fundamentally threaten our

operations. These risks are managed through mitigating

activities described on pages [289](#ia0478a7d9608435797b09f6fdeba7f82_577) to [304](#i48a0d6fcea594614b1948d69b7cef55f_31453).

Scenario 4: Put option exercise. This scenario evaluates

the additional funding requirements assuming the earliest

potential exercise of the outstanding put option held by

Pfizer Inc. Prudently this has been retained pending

regulatory approval and closure of the ViiV Healthcare

shareholding change announced in January 2026 (see

page [273](#ia0478a7d9608435797b09f6fdeba7f82_541) for more detail).

The three-year review also makes certain assumptions

about the normal level of capital recycling likely to occur

and considers whether additional financing facilities will

be required and the respective level of funding flexibility

and headroom.

The results of this stress testing show that certain

combinations of these hypothetical scenarios could increase

funding demands on GSK and require mitigating changes

to the Group’s funding strategy. However, in light of the

liquidity available to the Group and based on this analysis,

the Directors have a reasonable expectation that, even

under these most severe stress tests, the Group will be able

to continue in operation and meet its liabilities as they fall

due over the three-year period of assessment.

79

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|  | |  |  | |  |  | |  |  | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |

## Group financial

## review

|  |  |
| --- | --- |
|  |  |
| In this section |  |
| [Summary full year results](#ia0478a7d9608435797b09f6fdeba7f82_196) | [80](#ia0478a7d9608435797b09f6fdeba7f82_196) |
| [Financial performance summary](#ia0478a7d9608435797b09f6fdeba7f82_199) | [83](#ia0478a7d9608435797b09f6fdeba7f82_199) |
| [Reporting framework](#ia0478a7d9608435797b09f6fdeba7f82_202) | [84](#ia0478a7d9608435797b09f6fdeba7f82_202) |
| Financial performance | [88](#ia0478a7d9608435797b09f6fdeba7f82_549755819154) |
| [Adjusting items](#ia0478a7d9608435797b09f6fdeba7f82_214) | [95](#ia0478a7d9608435797b09f6fdeba7f82_214) |
| [Cash generation and conversion](#ia0478a7d9608435797b09f6fdeba7f82_220) | [98](#ia0478a7d9608435797b09f6fdeba7f82_220) |
| [Financial position and resources](#ia0478a7d9608435797b09f6fdeba7f82_226) | [99](#ia0478a7d9608435797b09f6fdeba7f82_226) |
| [Approach to tax](#ia0478a7d9608435797b09f6fdeba7f82_232) | [104](#ia0478a7d9608435797b09f6fdeba7f82_232) |
| [Treasury policies](#ia0478a7d9608435797b09f6fdeba7f82_235) | [105](#ia0478a7d9608435797b09f6fdeba7f82_235) |
| [Critical accounting policies](#ia0478a7d9608435797b09f6fdeba7f82_244) | [106](#ia0478a7d9608435797b09f6fdeba7f82_244) |

80

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|  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |
| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Group financial review | | | | | | | | | | | |

|  |
| --- |
|  |
| Summary full year results |

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
|  | Full year  2025  £m | Growth  %  AER | Growth  %  CER | Full year  2024  £m | Full year  2023  £m |
| Results summary |  |  |  |  |  |
| Turnover | 32,667 | 4 | 7 | 31,376 | 30,328 |
|  |  |  |  |  |  |
| Total operating profit | 7,932 | 97 | >100 | 4,021 | 6,745 |
| Total operating margin | 24.3% | 11.5ppts | 11.9ppts | 12.8% | 22.2% |
| Total EPS | 141.1p | >100 | >100 | 63.2p | 121.6p |
|  |  |  |  |  |  |
| Core operating profit | 9,783 | 7 | 11 | 9,148 | 8,786 |
| Core operating margin | 29.9% | 0.7ppts | 1.1ppts | 29.2% | 29.0% |
| Core EPS | 172.0p | 8 | 12 | 159.3p | 155.1p |
|  |  |  |  |  |  |
| Cash flow |  |  |  |  |  |
| Cash generated from operations | 8,943 | 14 |  | 7,861 | 8,096 |
| Free cash flow | 4,029 | 41 |  | 2,863 | 3,409 |

( 2025 Financial results unless otherwise stated, growth % and commentary at CER as defined on page [85](#i6659a48ec2a54076be2c65fe7ef293bb_0-0-1-1-842536)).

#### Delivered strong performance in 2025

In 2025 our sales increased by  7% to £32,667 million, primarily

reflecting double-digit sales growth in Specialty Medicines with

strong performances in our HIV, Respiratory, Immunology &

Inflammation (RI&I) and Oncology therapy areas. Vaccines

grew at 2% mainly driven by a strong ex-US demand for

Shingrix, Arexvy and the Meningitis portfolio. This was offset by

a 1% decline in General Medicines sales, with growth in Trelegy

offset by reductions in other respiratory and Other General

Medicine product sales.

Total operating profit, Total operating profit margin and Total

EPS increased primarily due to the £1.8 billion charge for the

Zantac settlement in 2024 and lower contingent consideration

liabilities (CCL) charges partly offset by higher impairment

charges.

Core operating profit increased 11%  and Core operating profit

margin improved by 110 basis points reflecting Specialty

Medicines and Vaccines growth, SG&A productivity, higher

royalty income and disciplined increased investment in R&D

portfolio progression in Oncology and Vaccines.  Core EPS grew

12% primarily reflecting the growth in Core operating profit, the

share buyback and lower net finance costs offset by higher non-

controlling interests. The effective tax rate on Core profits of

17.1% (2024: 17.0%) was broadly in line with expectations for the

year.

Total and Core cost of sales as a percentage of sales

decreased in the full year reflecting lower amortisation and

major restructuring costs, and benefits from Specialty Medicines

and regional mix as well as operational efficiencies, partly offset

by pricing impacts.

Total selling, general and administrative (SG&A) costs

decreased due to lower Significant legal charges in relation

to Zantac litigation costs. Core SG&A growth was driven by

continued disciplined investment to support new asset launches

including Blenrep, Penmenvy, Exdensur and Blujepa as well as

growth of key assets including Nucala, Shingrix, long-acting HIV

medicines, and Ojjaara/Omjjara. This was offset by reallocation

of spend from General Medicines and the acceleration of

ongoing productivity initiatives.

R&D growth reflected disciplined increased investment in

portfolio progression in Oncology, including work on ADCs (B7-

H3 and B7-H4) and IDRX-42, the GIST treatment acquired in

Q1 2025, and in Specialty Medicines driven by efimosfermin

acquired from Boston Pharmaceuticals in Q3 2025 and

bepirovirsen, as well as progression of ULA treatment and PrEP

programmes, notably Q4M and Q6M.

The reconciliation of Total to Core results is included on page [95](#ia0478a7d9608435797b09f6fdeba7f82_214).

![Page_83.jpg]()

GSK delivered strong performance in 2025 with sales of £32.7 billion.

Core operating profit grew 11% at CER reflecting strong Speciality Medicines

sales performance and operating leverage with 2025 operating margin

improving to 29.9%, up 110 basis points on a CER basis. Core EPS grew 12%

at CER supported by the share buyback. As a consequence of this

performance we are pleased to increase the dividend for the year.

In 2026 we expect another year of profitable growth for GSK with continued

focus on execution and capital deployment that prioritises business growth

and shareholder returns. Additionally, cash generation has been significantly

enhanced and we are on track to deliver on our commitments. This together

with a strengthened balance sheet lays a strong foundation for the next

phase of growth.

Julie Brown, Chief Financial Officer

81

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|  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |
| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Group financial review continued  Summary full year results continued | | | | | | | | | | | |

#### 2025cash flow performance

Our full year Cash Generated From Operations (CGFO) was

£8,943 million including £1,195 million settlement payments

relating to the resolution of Zantac. Excluding this impact CGFO

increased by £1.6 billion, reflecting higher core operating profit,

favourable timing and movements on returns and rebates, the

cash settlements from CureVac and lower inventory build, partly

offset by an increase in receivables driven by higher collections

in the prior year.

#### Net debt

Our net debt position increased from £13.1 billion at the start of

the year to £14.5 billion by the end of 2025 driven by £4.4 billion

of investment in targeted business development and capital

expenditure, £2.6 billion returned to shareholders via the

dividend and £1.4 billion of share buybacks, supported by strong

free cash generation. We continue to look to deploy funds to

enhance growth and deliver attractive shareholder returns.

#### Capitalallocation frameworkto support investment and returns

Our priority is to invest for growth, coupled with attractive shareholder returns:

![GSK_Sustainable_profitable_growth_and_cash_generation_2025_V13.svg]()

Our capital allocation framework means our first priority

remains to invest in the business, with capital allocated

towards development of the pipeline, both organic and

targeted business development.

We also remain committed to delivering attractive returns

to shareholders and pursuing a progressive dividend policy,

guided by a 40 to 60 percent pay-out ratio through the

investment cycle. In setting its dividend policy, GSK considers

the priorities of the Group and its investment strategy for

growth, alongside the sustainability of the dividend.

Consistent with this, and reflecting strong business performance

during the year, GSK declared an increased dividend of 66p

per share for the full year 2025. The expected dividend for 2026

is 70p.

We remain committed to maintaining a balance sheet with

a strong investment grade credit rating. In the event of surplus

cash, the excess would be considered for further returns

to shareholders.

#### Capital deploymentsupports business growth and shareholderreturns

![GSK_AR25_Chart_CapitalDeployment-2025_V7_OL.svg]()

(1) Free Cash Flow (FCF) is £4.0bn, including the capital expenditure net of disposal proceeds for plant, property & equipment (£1.3bn) and intangibles

(£1.5bn), included in business development above and the Zantac settlement payment of £1.2bn

(2) Business development in the above chart includes net intangible capex, net equity investments, purchase of businesses net of cash acquired, disposal

of businesses and investments in associates

(3) Settlement payments relating to the Zantac litigation total £1.9bn paid to date, of which £1.2bn was paid in 2025

(4) Other includes dividend and distribution income, exchange on net debt and other financing items

82

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|  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |
| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Group financial review continued  Summary full year results continued | | | | | | | | | | | |

#### 2026 guidance

For 2026, our guidance is provided at CER. Turnover is expected

to increase between 3 to 5 per cent and Core operating profit

is expected to increase between 7 to 9 per cent. Core earnings

per share is expected to increase between 7 to 9 per cent.

This guidance is supported by the following turnover

expectations for full year 2026:

– For Specialty Medicines, we expect sales will increase

by a low double-digit per cent

– For Vaccines, we expect sales will decline by a low single-

digit per cent to stable

– For General Medicines, we expect sales will decline by

a low single-digit per cent to stable

Core operating profit is expected to grow between 7 to 9

per cent at CER. GSK expects to deliver leverage at a gross

margin level due to improved product mix from Specialty

Medicines growth and continued operational efficiencies.

In addition, GSK anticipates further leverage in Operating profit

as we continue to take a returns-based approach and drive

productivity in SG&A investments, with SG&A expected to grow

at a low single-digit percentage. Royalty income is now

expected to be at £800-850 million. R&D is expected to grow

ahead of sales as we continue to invest in the pipeline while

driving operational efficiencies.

Core earnings per share is also expected to increase between

7 to 9 per cent at CER, in line with Core operating profit growth,

reflecting higher interest charges and the tax rate which is

expected to rise to around 17.5%, offset by the expected benefit

from the share buyback programme. Expectations for non-

controlling interests remain unchanged relative to 2025.

Agreement with US Government to lower the

cost of prescription medicines for American

patients

On 19 December 2025 GSK entered into an agreement

with the US Administration to lower the cost of prescription

medicines for American patients. The agreement entered into

covers both GSK and ViiV Healthcare and, assuming expected

implementation, excludes both companies from s232 tariffs for

3 years. Detailed terms of the agreement remain confidential.

Our full year guidance is inclusive of the expected impact of

the agreement.

#### 2021-26 and 2031 Outlooks at CER reaffirmed

There is no change to our 2021-26 and 2031 outlooks.

For 2021-26, GSK continues to expect sales to grow more than

7% on a CAGR basis and Core operating profit to increase

more than 11%, on the same basis. Core operating profit margin

in 2026 continues to be expected to be more than 31%.

By 2031, GSK expects to achieve sales of more than £40 billion

on a risk-adjusted basis and at CER. As stated before, we have

further upside potential from our early-stage pipeline and

prospective business development.

GSK expects core operating margins to be broadly stable

through the period of loss of exclusivity for dolutegravir during

2028 to 2030, with the majority of impact during 2029 to 2030.

All expectations, guidance and outlooks regarding future

performance and dividend payments should be read together

with ‘Guidance and outlooks, assumptions and cautionary

statements’ on inside back cover.

#### Currency impact

If exchange rates were to hold at the closing rates on

28 January 2026 ($1.38/£1, €1.15/£1 and Yen 210/£1) for the rest

of 2026, the estimated impact on 2026 Sterling turnover growth

for GSK would be -3% and if exchange gains or losses were

recognised at the same level as in 2025, the estimated impact

on 2026 Sterling Core Operating Profit growth for GSK would

be -6%.

83

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| Strategic report | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | Financial statements | |  | Investor information | | GSK Annual Report 2025 |
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| Group financial review continued | | | | | | | | | | | |

|  |
| --- |
|  |
| Financial performance summary |

The Total results of the Group are set out below.

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
|  |  | 2025 |  | 2024 | Growth | |
| Total Results | £m | % of  turnover | £m | % of  turnover | %AER | %CER |
| Turnover | 32,667 | 100 | 31,376 | 100 | 4 | 7 |
| Cost of sales | (9,017) | (27.6) | (9,048) | (28.8) | – | – |
| Gross profit | 23,650 | 72.4 | 22,328 | 71.2 | 6 | 9 |
| Selling, general and administration | (9,088) | (27.8) | (11,015) | (35.1) | (17) | (15) |
| Research and development | (7,525) | (23.0) | (6,401) | (20.4) | 18 | 19 |
| Royalty income | 879 | 2.7 | 639 | 2.0 | 38 | 38 |
| Other operating income/(expense) | 16 | – | (1,530) | (4.9) |  |  |
| Operating profit | 7,932 | 24.3 | 4,021 | 12.8 | 97 | >100 |
| Net finance expense | (532) |  | (547) |  |  |  |
| Share of after tax profits/(losses) of associates and joint ventures | 1 |  | (3) |  |  |  |
| Profit/(loss) on disposal of interest in associates and joint ventures | – |  | 6 |  |  |  |
| Profit before taxation | 7,401 |  | 3,477 |  | >100 | >100 |
| Taxation | (1,112) |  | (526) |  |  |  |
| Profit after taxation | 6,289 |  | 2,951 |  | >100 | >100 |
| Total profit attributable to non-controlling interests | 573 |  | 376 |  |  |  |
| Total profit attributable to shareholders | 5,716 |  | 2,575 |  |  |  |
|  | 6,289 |  | 2,951 |  | >100 | >100 |
| Total earnings per share (pence) | 141.1p |  | 63.2p |  | >100 | >100 |
|  |  |  |  |  |  |  |
| Total earnings per ADS (US$) | 3.70 |  | 1.62 |  |  |  |

The Core results for the Group are set out below. Reconciliations between Total results and Core results for 2025  and 2024  are set

out on pages  [95](#ia0478a7d9608435797b09f6fdeba7f82_214) to [96](#ie208cea070bb42209fe77f998f6d0745_0-0-1-1-842536).

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
|  |  | 2025 |  | 2024 | Growth | |
| Core Results | £m | % of  turnover | £m | % of  turnover | %AER | %CER |
| Turnover | 32,667 | 100 | 31,376 | 100 | 4 | 7 |
| Cost of sales | (8,206) | (25.1) | (7,870) | (25.1) | 4 | 5 |
| Selling, general and administration | (8,989) | (27.5) | (8,974) | (28.6) | – | 3 |
| Research and development | (6,568) | (20.1) | (6,023) | (19.2) | 9 | 11 |
| Royalty income | 879 | 2.7 | 639 | 2.0 | 38 | 38 |
| Core operating profit | 9,783 | 29.9 | 9,148 | 29.2 | 7 | 11 |
| Core profit before taxation | 9,265 |  | 8,613 |  | 8 | 11 |
| Taxation | (1,584) |  | (1,462) |  | 8 | 12 |
| Core profit after taxation | 7,681 |  | 7,151 |  | 7 | 11 |
| Core profit attributable to non-controlling interest | 712 |  | 654 |  |  |  |
| Core profit attributable to shareholders | 6,969 |  | 6,497 |  |  |  |
| Core profit after taxation | 7,681 |  | 7,151 |  | 7 | 11 |
| Core earnings per share (p) | 172.0p |  | 159.3p |  | 8 | 12 |

84

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| Group financial review continued | | | | | | | | | | | |

|  |
| --- |
|  |
| Reporting framework |

#### Total and Core results

The Group financial review discusses the operating and

financial performance of the Group, its cash flows and financial

position and our resources. The results for each year are

compared primarily with the results of the preceding year.

Total results

Total reported results represent the Group’s overall

performance.

GSK uses a number of non-IFRS measures to report the

performance of its business. Core results and other non-IFRS

measures may be considered in addition to, but not as a

substitute for, or superior to, information presented in

accordance with IFRS. Core results are defined below and other

non-IFRS measures are defined on page [85](#i6659a48ec2a54076be2c65fe7ef293bb_0-0-1-1-842536).

GSK believes that Core results, when considered together with

Total results, provide investors, analysts and other stakeholders

with helpful complementary information to understand better

the financial performance and position of the Group from

period to period, and allow the Group’s performance to be

more easily compared against the majority of its peer

companies. These measures are also used by management for

planning and reporting purposes. They may not be directly

comparable with similarly described measures used by other

companies.

GSK encourages investors and analysts not to rely on any

single financial measure but to review GSK Annual Reports,

including the financial statements and notes, in their entirety.

GSK is committed to continuously improving its financial

reporting, in line with evolving regulatory requirements and best

practice. In line with this practice, GSK expects to continue to

review and refine its reporting framework.

Core results

Core results exclude the following items in relation to our

operations from Total results, together with the tax effects of all

of these items:

– Amortisation of intangible assets (excluding computer

software and capitalised development costs) to reflect the

Group’s performance excluding the effect of acquisitions

– Impairment of intangible assets (excluding computer

software) and goodwill to reflect the Group’s performance

excluding the effect of acquisitions

– Major restructuring costs include the cash costs and

impairment of tangible assets and computer software of

Major restructuring programmes (which are specific

Board-approved programmes that are structural and of

significant scale,  where the costs of individual or related

projects within such programmes exceed £25 million, or relate

to restructuring and integration following a significant

acquisition). Costs for other ordinary course, smaller-scale

restructuring costs are retained within both Total and Core

results

– Transaction-related accounting or other adjustments related

to significant acquisitions

– Proceeds and costs of disposal of associates, products

and businesses; significant settlement income; significant

legal charges (net of insurance recoveries) and expenses on

the settlement of litigation and government investigations;

other operating income other than royalty income, and other

items including amounts reclassified from the foreign

currency translation reserve to the income statement upon

the liquidation of a subsidiary where the amount exceeds

£25 million

As Core results include the benefits of Major restructuring

programmes but exclude significant costs (such as Significant

legal charges and expenses, major restructuring costs and

transaction items) they should not be regarded as a complete

picture of the Group’s financial performance, which is presented

in Total results. The exclusion of other Adjusting items may result

in Core earnings being materially higher or lower than Total

earnings. In particular, when significant impairments,

restructuring charges and legal costs are excluded, Core

earnings will be higher than Total earnings.

GSK has undertaken a number of Major restructuring

programmes in response to significant changes in the Group’s

trading environment or overall strategy or following material

acquisitions. Within the Pharmaceuticals sector, the highly

regulated manufacturing operations and supply chains and

long lifecycle of the business mean that restructuring

programmes, particularly those that involve the rationalisation

or closure of manufacturing or R&D sites are likely to take

several years to complete. Costs, both cash and non-cash, of

these programmes are provided for as individual elements are

approved and meet the accounting recognition criteria. As a

result, charges may be incurred over a number of years

following the initiation of a Major restructuring programme.

Significant legal charges and expenses are those arising from

the settlement of litigation or government investigations that

are not in the normal course and materially larger than more

regularly occurring individual matters. They also include certain

major legacy matters. Costs for all other ordinary course,

smaller scale legal charges and expenses are retained within

both Total and Core results.

Reconciliations between Total and Core results, providing

further information on the key Adjusting items are set out on

pages [95](#ia0478a7d9608435797b09f6fdeba7f82_214) to [96](#ie208cea070bb42209fe77f998f6d0745_0-0-1-1-842536).

GSK provides earnings guidance to the investor community on

the basis of Core results. This is in line with peer companies and

expectations of the investor community, supporting easier

comparison of the Group’s performance with its peers. GSK is

not able to give guidance for Total results as it cannot reliably

forecast certain material elements of the Total results,

particularly the future fair value movements on contingent

consideration and put options that can and have given rise to

significant adjustments driven by external factors such as

currency and other movements in capital markets.

85

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| Group financial review continued  Reporting framework continued | | | | | | | | | | | |

#### Historical record of Adjusting items

The reconciliations between Total and Core operating profit over the last three years can be summarised as follows:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  | 2025  £m | 2024  £m | 2023  £m |
| Total operating profit | 7,932 | 4,021 | 6,745 |
| Intangible assets amortisation | 808 | 1,002 | 719 |
| Intangible assets impairment | 880 | 314 | 398 |
| Major restructuring | 109 | 353 | 382 |
| Transaction-related items | 507 | 1,881 | 572 |
| Significant legal, Divestments and other items | (453) | 1,577 | (30) |
| Core results | 9,783 | 9,148 | 8,786 |

The analysis of the impact of transaction-related items on operating profit for each of the last three years is as follows:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  | 2025  £m | 2024  £m | 2023  £m |
| Contingent consideration on former Shionogi-ViiV Healthcare JV (including Shionogi preferential dividends) | 649 | 1,533 | 934 |
| ViiV Healthcare put options and Pfizer preferential dividends | (93) | 67 | (245) |
| Contingent consideration on former Novartis Vaccines business | 171 | 206 | (187) |
| Contingent consideration on acquisition of Affinivax | (254) | (22) | 44 |
| Other contingent consideration | 15 | 34 | – |
| Other adjustments | 19 | 63 | 26 |
| Transaction-related charges | 507 | 1,881 | 572 |

Full reconciliations between Total and Core results for 2025–2023 are set out on pages [95](#ia0478a7d9608435797b09f6fdeba7f82_214) to [96](#ie208cea070bb42209fe77f998f6d0745_0-0-1-1-842536). Further explanations on the

Adjusting items for 2025 are reported on page [97](#idb5d8c07a8ff4d15801ca7f6bb4c84ca_51627).

|  |
| --- |
|  |
| Other non-IFRS measures |

#### Compound Annual Growth Rate (CAGR)

CAGR is defined as the compound annual growth rate and

shows the annualised average rate for growth in sales and core

operating profit between 2021 to 2026 assuming growth takes

place at an exponentially compounded rate during those years.

#### CER and AER growth

In order to provide investors with a measure of year-on-year

growth excluding the impact of exchange rate movements, it is

the Group’s practice to discuss its results in terms of constant

exchange rate (CER) growth. This represents growth calculated

as if the exchange rates used to determine the results of

overseas companies in Sterling had remained unchanged from

those used in the comparative period. CER% represents growth

at constant exchange rates. £% or AER% represents growth at

actual exchange rates. For those countries which qualify as

hyperinflationary as defined by the criteria set out in IAS 29

‘Financial Reporting in Hyperinflationary Economies’ (Argentina

and Turkey) CER growth is adjusted using a more appropriate

exchange rate where the impact is significant, reflecting

depreciation of their respective currencies in order to provide

comparability and not to distort CER growth rates.

#### Free cash flow

Free cash flow is defined as the net cash inflow/outflow from

operating activities less capital expenditure on property, plant

and equipment and intangible assets, contingent consideration

payments, net finance costs, and dividends paid to non-

controlling interests, contributions from non-controlling interests

plus proceeds from the sale of property, plant and equipment

and intangible assets, and dividends received from joint

ventures and associates.

Free cash flow provides investors with a measure of cash flows

that are available to pay shareholder distributions and to fund

strategic acquisitions. It is used by management for planning

and reporting purposes and in discussions with and

presentations to investment analysts and rating agencies. Free

cash flow growth is calculated on a reported basis. A

reconciliation of net cash inflow from operations to free cash

flow from operations is set out on page [98](#i040364e504d94502936f7ba5e47f0692_3665).

#### Return on capital employed

Return on capital employed is calculated as total profit before

taxation as a percentage of average net assets over the year.

#### Total net debt

Net debt is defined as total borrowings less cash, cash

equivalents, liquid investments, and short-term loans to third

parties that are subject to an insignificant risk of change in

value (including those classified as assets held for sale and

liabilities relating to assets held for sale). The measure is used

by management as it is considered an indicator of GSK's ability

to meet its financial commitments and the strength of its

balance sheet. Please see Note 29, ‘Net debt’ for the calculation

of net debt.

#### Total net debt/Core EBITDA ratio

Core EBITDA is defined as Total operating profit excluding

Adjusting items and core depreciation and amortisation (as

described on page [98](#i040364e504d94502936f7ba5e47f0692_3665)) and includes the share of Core after tax

profit/(loss) of associates and joint ventures. Core depreciation

is total depreciation less depreciation arising as part of Major

restructuring and is disclosed as part of Adjusting items. Core

amortisation arises from computer software and internally

capitalised R&D development costs. Total Net debt is defined

above. The ratio is Total Net debt expressed as a multiple of

Core EBITDA.

This metric provides investors with a measure of financial

leverage to assess the strength of the Group’s balance sheet.

A reconciliation of Total operating profit to Core EBITDA is

provided on page [98](#i040364e504d94502936f7ba5e47f0692_3665).

86

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| Group financial review continued  Reporting framework continued | | | | | | | | | | | |

#### Working capital

Working capital represents inventory and trade receivables

less trade payables.

#### Non-controlling interests in ViiV Healthcare

Trading profit allocations

As ViiV Healthcare is a subsidiary of the Group, 100%

of its operating results (turnover, operating profit, profit after

tax) are included within the Group income statement and then

a portion of the earnings is allocated to the non-controlling

interests owned by the other shareholders, in line with their

respective equity shareholdings as at 31 December 2025 (Pfizer,

Inc. (Pfizer) 11.7% and Shionogi & Co. Ltd (Shionogi) 10%). Each

of the shareholders, including GSK, is also entitled to preferential

dividends determined by the performance of certain products

that each shareholder contributed. As the relative performance

of these products changes over time, the proportion of the

overall earnings allocated to each shareholder also changes.

In particular, the increasing proportion of sales of dolutegravir-

and cabotegravir-containing products has a favourable

impact on the proportion of the preferential dividends that is

allocated to GSK. Adjusting items are allocated to

shareholders based on their equity interests. GSK was entitled

to approximately 83% of the Total earnings and 83% of the

Core earnings of ViiV Healthcare for 2025.

Remeasurements of the liabilities for the preferential dividends

allocated to Pfizer and Shionogi are included within other

operating income/(expenses).

Acquisition-related arrangements

As consideration for the acquisition of Shionogi’s interest in the

former Shionogi-ViiV Healthcare joint venture in 2012, Shionogi

received the 10% equity stake in ViiV Healthcare and ViiV

Healthcare also agreed to pay additional future cash

consideration to Shionogi, contingent on the future sales

performance of the products being developed by that joint

venture, dolutegravir and cabotegravir. Under IFRS 3 ’Business

combinations’, GSK was required to provide for the estimated

fair value of this contingent consideration at the time of

acquisition and is required to update the liability to the latest

estimate of fair value at each subsequent period end. The

liability for the contingent consideration recognised in the

balance sheet at the date of acquisition was £659 million.

Subsequent remeasurements are reflected within other

operating income/(expenses) and within Adjusting items in the

income statement in each period.

Cash payments to settle the contingent consideration are

made to Shionogi by ViiV Healthcare each quarter, based on

the actual sales performance and other income of the relevant

products in the previous quarter. These payments reduce the

balance sheet liability and hence are not recorded in the

income statement, but are included in the cash flow. The cash

payments made to Shionogi by ViiV Healthcare in 2025 were

£1,277 million.

As the liability is required to be recorded at the fair value of

estimated future payments, there is a significant timing

difference between the charges that are recorded in the

Total income statement to reflect movements in the fair value

of the liability and the actual cash payments made to settle

the liability.

The cash payments are reflected in the cash flow statement

partly in operating cash flows and partly within investing

activities. All cash payments are now reflected in operating

activities. The tax relief on these payments is reflected in the

Group’s Adjusting items as part of the tax charge. The part of

each payment relating to the original estimate of the fair value of

the contingent consideration on the acquisition of the Shionogi-

ViiV Healthcare joint venture in 2012 of £659 million is reported

within investing activities in the cash flow statement and the part

of each payment relating to the increase in the liability since the

acquisition is reported within operating cash flows.

Movements in contingent consideration payable to Shionogi

were as follows:

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | 2025  £m | 2024  £m |
| Contingent consideration at beginning  of the year | 6,061 | 5,718 |
| Remeasurement through income statement  and other movements | 649 | 1,533 |
| Cash payments: operating cash flows | (1,277) | (1,190) |
| Contingent consideration at end of the year | 5,433 | 6,061 |

Of the contingent consideration payable (on a post-tax basis)

to Shionogi at 31 December 2025, £1,194 million (31 December

2024: £1,127 million) is expected to be paid within one year.

Exit rights as at 31 December 2025

As at 31 December 2025 Pfizer could request an IPO of ViiV

Healthcare at any time and if either GSK did not consent to

such IPO, or an offering is not completed within nine months,

Pfizer could require GSK to acquire its shareholding. Under the

original agreements, GSK had the unconditional right, so long

as it made no subsequent distribution to its shareholders, to

withhold its consent to the exercise of the Pfizer put option and,

as a result, in accordance with IFRS, GSK did not recognise a

liability for the put option on its balance sheet. However, during

Q1 2016, GSK notified Pfizer that it had irrevocably given up this

right and accordingly recognised the liability for the put option

on the Group’s balance sheet during Q1 2016 at an initial value

of £1,070 million. Consistent with this revised treatment, at the

end of Q1 2016 GSK also recognised liabilities for the future

preferential dividends anticipated to become payable to Pfizer

and Shionogi on the Group’s balance sheet.

Also, as at 31 December 2025, Pfizer had the right to require

GSK to acquire its shareholding in ViiV Healthcare in certain

circumstances at any time. A put option liability is therefore

recorded on the Group’s balance sheet as a current liability. It is

measured on the gross redemption basis derived from an

internal valuation of the ViiV Healthcare business.

The closing balances of the liabilities related to Pfizer’s

shareholding are as follows:

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | 2025  £m | 2024  £m |
| Pfizer put option | 822 | 915 |

On 19 January 2026, GSK reached agreement with Pfizer and

Shionogi for the 11.7% economic interest in ViiV Healthcare

currently held by Pfizer to be replaced with an investment by

Shionogi. Details of this agreement are set out in Note 47, ‘Post

balance sheet events’.

87

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| Group financial review continued  Reporting framework continued | | | | | | | | | | | |

Under the original agreements, Shionogi could also have

requested GSK to acquire its shareholding in ViiV Healthcare in

six-month windows commencing in 2017, 2020 and 2022. GSK

had the unconditional right, so long as it made no subsequent

distribution to its shareholders, to withhold its consent to the

exercise of the Shionogi put option and, as a result, GSK did not

recognise a liability for the put option on its balance sheet.

However, during Q1 2016, GSK notified Shionogi that it had

irrevocably given up this right and accordingly recognised the

liability for the put option on the Group’s balance sheet during

Q1 2016 at an initial value of £926 million. In Q4 2016, Shionogi

irrevocably agreed to waive its put option and, as a result, GSK

de-recognised the liability for this put option on the Group’s

balance sheet directly to equity. The value of the liability was

£1,244 million when it was de-recognised.

GSK also has a call option over Shionogi’s shareholding in ViiV

Healthcare, which under the original agreements was

exercisable in six-month windows commencing in 2027, 2030

and 2032. GSK has now irrevocably agreed to waive the first

two exercise windows, but the last six-month window in 2032

remains. As this call option is at fair value, it has no value for

accounting purposes.

|  |
| --- |
|  |
| Reporting definitions |

#### Brand names and partner acknowledgements

Brand names appearing in italics throughout this document are

trademarks of GSK or associated companies or used under

licence by the Group.

#### Core operating margin

Core operating margin is Core operating profit divided by

turnover. Core operating profit is a key financial measure used

by management to evaluate performance.

#### General Medicines

General Medicines are usually prescribed in the primary

care or community settings by general healthcare practitioners.

For GSK, this includes medicines for inhaled respiratory,

dermatology, antibiotics and other diseases.

#### Non-controlling interest

Non-controlling interest is the equity in a subsidiary not

attributable, directly or indirectly, to a parent.

#### Percentage points

Percentage points of growth which is abbreviated to ppts.

#### RAR (Returns and Rebates)

GSK sells to customers, both commercial and government

mandated contracts, with reimbursement arrangements that

include rebates, chargebacks and a right of return for certain

pharmaceutical products principally in the US. Revenue

recognition reflects gross-to-net sales adjustments as a result.

These adjustments are known as the RAR accruals and are a

source of significant estimation uncertainty and fluctuation,

which can have a material impact on reported revenue from

one accounting period to the next.

#### Risk adjusted sales

Pipeline risk-adjusted sales are based on the latest internal

estimate of the probability of technical and regulatory success

for each asset in development.

#### Specialty Medicines

Specialty Medicines are typically prescription medicines used to

treat complex or rare chronic conditions. For GSK, this

comprises medicines for infectious diseases, HIV, Respiratory,

Immunology & Inflammation and Oncology.

#### Total operating margin

Total operating margin is Total operating profit divided by

turnover.

#### Total earnings per share

Unless otherwise stated, Total earnings per share refers to Total

basic earnings per share.

88

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| Group financial review continued | | | | | | | | | | | |

|  |
| --- |
|  |
| Financial performance |

|  |
| --- |
|  |
| Group turnover |

Group turnover was £32,667 million  in the year, up +4%

at AER, +7% at CER.

Group  turnover by business

|  |  |
| --- | --- |
|  |  |
| Specialty Medicines (S) | |
| £13.5bn  AER growth +14% CER growth +17% | |
| Vaccines (V) | |
| £9.2bn  AER stable  –% CER growth +2% | |
| General Medicines (G) | |
| £10.0bn  AER decline  -4% CER decline  -1% | |

S

G

V

Group turnover by geographic region

US

Int

![17]()

|  |  |
| --- | --- |
|  |  |
| US | |
| £16.9bn  AER growth +3% CER growth +6% | |
| Europe | |
| £7.5bn  AER growth +13% CER growth +12% | |
| International | |
| £8.3bn  AER decline -1% CER growth +4% | |

Eur

GSK reports results under two segments namely Commercial

Operations and Total R&D. See Note 6, ‘Turnover and segment

information’ to the consolidated financial statements for more

details.

The Commercial Operations segment has three product groups

of Specialty Medicines, Vaccines and General Medicines.

– Specialty Medicines products which includes GSK’s marketed

products for HIV, Respiratory, Immunology & Inflammation

(RI&I) and Oncology

– Vaccines products, which includes Shingrix, Bexsero and

Arexvy

– General Medicines products, which includes medicines in

inhaled respiratory, dermatology, antibiotics and other

diseases that are typically accessed by patients through

primary care settings

|  |
| --- |
|  |
| Specialty Medicines |

Turnover (£bn)

|  |  |  |
| --- | --- | --- |
|  |  |  |
| £13.5bn | AER growth | CER growth |
| +14% | +17% |
| 41% of Group turnover |  |  |

![1122]()

Specialty Medicines sales grew by double-digit percentages

reflecting continued growth across disease areas, with strong

performances in HIV, Respiratory, Immunology & Inflammation,

and Oncology.

#### HIV

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  | 2025  £m | 2024  £m | Growth  %AER | Growth  %CER |
| HIV | 7,687 | 7,089 | 8 | 11 |

HIV sales grew 11% driven by strong patient demand growth

of +10 ppts with Dovato, Cabenuva and Apretude more than

offsetting the decline in Triumeq following guideline changes

at the end of 2024. Growth also benefitted from continued

favourable pricing due to channel mix in the US, which offset

the impact of the IRA Medicare Part D redesign and pricing

pressures across the other regions. Long-acting medicines

contributed over 75% of total HIV growth in 2025 with

Cabenuva contributing 55%

#### Oral 2DR

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  | 2025  £m | 2024  £m | Growth  %AER | Growth  %CER |
| Oral 2DR | 3,334 | 2,924 | 14 | 16 |

Dovato, the first and only once-daily oral 2DR for the treatment

of HIV infection in both treatment naive and virally suppressed

adults and adolescents, continues to be the largest product in

the HIV portfolio with sales of £2,678 million, growing 22%.

#### Long-acting medicines

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  | 2025  £m | 2024  £m | Growth  %AER | Growth  %CER |
| Long-acting medicines | 1,841 | 1,292 | 42 | 46 |

Cabenuva, the only complete long-acting injectable regimen

for HIV treatment, reached sales of £1,402 million, growing 42%

due to strong patient demand across US and Europe. Apretude,

the first long-acting injectable option for HIV prevention,

delivered sales of £439 million, growing 62%. In the US, long-

acting injectables now account for 30% of total HIV sales.

89

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| Group financial review continued  Financial performance continued | | | | | | | | | | | |

#### Respiratory, Immunology & Inflammation

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  | 2025  £m | 2024  £m | Growth  %AER | Growth  %CER |
| Respiratory, Immunology &  Inflammation | 3,810 | 3,299 | 15 | 18 |

Sales grew at a double-digit rate and were primarily comprised

of contributions from Nucala in respiratory and Benlysta in

immunology.

#### Nucala

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  | 2025  £m | 2024  £m | Growth  %AER | Growth  %CER |
| Nucala | 2,008 | 1,784 | 13 | 15 |

Nucala is an IL-5 antagonist monoclonal antibody treatment

for severe asthma, with additional indications including

CRSwNP, EGPA, HES and COPD. Sales growth was driven by

strong global performance, with double-digit growth across all

regions reflecting higher patient demand for treatments

addressing eosinophilic-led disease. US growth accelerated

following the recent launch in COPD, with increases in volume

from higher patient uptake partially offset by ongoing pricing

pressures including the impact of IRA Medicare Part D redesign.

#### Benlysta

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  | 2025  £m | 2024  £m | Growth  %AER | Growth  %CER |
| Benlysta | 1,773 | 1,490 | 19 | 22 |

Sales of Benlysta, a monoclonal antibody treatment for lupus,

grew representing strong demand and volume growth with bio-

penetration rates having increased across many markets.

#### Oncology

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  | 2025  £m | 2024  £m | Growth  %AER | Growth  %CER |
| Oncology | 1,977 | 1,410 | 40 | 43 |

Oncology sales are largely comprised of sales from Jemperli,

Zejula and Ojjaara/Omjjara. Strong Oncology sales growth was

largely driven by increasing patient demand for Jemperli and

Ojjaara/Omjjara, partially offset by decreases in Zejula.

Blenrep, a treatment in relapsed/refractory multiple myeloma,

achieved sales in 2025 of £17 million following launch in the UK

in Q2 2025, US in Q4 2025 and from further initial commercial

introductions in some smaller markets during H2 2025.

#### Jemperli

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  | 2025  £m | 2024  £m | Growth  %AER | Growth  %CER |
| Jemperli | 861 | 467 | 84 | 89 |

Sales of Jemperli grew strongly driven largely by continued

volume growth following Q3 2024 FDA approval and Q1 2025

EMA approval expanding the indication to include all adult

patients with primary advanced or recurrent endometrial

cancer. Strong growth continues in the US from high patient

uptake, with the Europe and International regions increasingly

contributing to sales and growth, with Jemperli now available in

over 39 countries worldwide.

#### Zejula

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  | 2025  £m | 2024  £m | Growth  %AER | Growth  %CER |
| Zejula | 557 | 593 | (6) | (4) |

Sales of Zejula, a PARP inhibitor treatment for ovarian cancer,

reduced in the year. In the US, sales decreased driven by

ongoing volume reductions, including impacts of an FDA

labelling update restricting use to certain patient populations,

and unfavourable pricing including the impacts of IRA

Medicare Part D redesign. The Europe and International

regions continued to decline in the year largely driven by

reduced volumes from increased competition.

#### Ojjaara/Omjjara

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  | 2025  £m | 2024  £m | Growth  %AER | Growth  %CER |
| Ojjaara/Omjjara | 554 | 353 | 57 | 60 |

Sales of Ojjaara/Omjjara, a treatment for myelofibrosis patients

with anaemia, grew strongly. US sales growth was driven by

volume with continued increases in patient uptake. Sales and

growth contributions from Europe and International continued

to increase following high patient uptake, and from commercial

launches in 2025 across the regions including in France, Spain

Italy, Australia and Canada. Ojjaara/Omjjara is now available

in over 30 countries worldwide.

90

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| Strategic report | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | Financial statements | |  | Investor information | | GSK Annual Report 2025 |
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| Group financial review continued  Financial performance continued | | | | | | | | | | | |

|  |
| --- |
|  |
| Vaccines |

Turnover (£bn)

|  |  |  |
| --- | --- | --- |
|  |  |  |
| £9.2bn | AER stable | CER growth |
| –% | +2% |
| 28% of Group Turnover |  |  |

![5207]()

Vaccines sales growth was stable at AER and grew 2% CER

driven by strong ex-US demand for Shingrix, Arexvy and

meningitis vaccines, partly offset by lower US demand for

Shingrix, Arexvy and influenza vaccines together with lower

International sales of established vaccines.

#### Shingles

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  | 2025  £m | 2024  £m | Growth  %AER | Growth  %CER |
| Shingles | 3,558 | 3,364 | 6 | 8 |

Shingrix had another record year, in which sales grew strongly

reflecting growth in Europe and International driven by

significant increased demand, partly offset by lower sales in the

US.

In Europe, Shingrix sales grew 42% driven by continuous strong

uptake from the launch in France together with higher market

demand and expanded public funding across several countries.

Sales of Shingrix in International increased by 13% reflecting

accelerated demand in Japan following expanded

reimbursement from April 2025 together with continued uptake

across several countries, partially offset by a strong 2024

comparator including rapid uptake from the national

immunisation programme (NIP) in Australia.

US sales decreased by 17% due to the continuing slowdown in

the pace of penetration of harder-to-activate unvaccinated

consumers. The US cumulative immunisation rate reached 44%,

up 4 percentage points compared to 12 months earlier(1).

Shingrix is now launched in 61 countries, 29 of those with public

funding, with markets outside the US representing 66% of 2025

global sales (2024: 56%). The overwhelming majority of ex-US

Shingrix opportunity is concentrated in 10 markets where the

average immunisation rate is around 10% with significantly

higher uptake in funded cohorts.

(1) Based on data from IQVIA up until the end of Q3 2025

#### Meningitis

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  | 2025  £m | 2024  £m | Growth  %AER | Growth  %CER |
| Meningitis | 1,583 | 1,437 | 10 | 12 |

Strong double-digit growth of Meningitis vaccines was led by

Bexsero, a vaccine against meningitis B and also included initial

sales from the US launch of Penmenvy, a pentavalent vaccine

against meningitis A, B, C, W and Y. Bexsero grew in Europe

driven by continued uptake following recommendation and

reimbursement in Germany together with expanded cohort

recommendations in France. Sales also grew in International

due to higher demand and geographic expansion.

#### RSV

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  | 2025  £m | 2024  £m | Growth  %AER | Growth  %CER |
| RSV | 593 | 590 | 1 | 2 |

Arexvy sales growth was driven by Europe and International

related to recommendation and reimbursement in Germany

and tender deliveries in Spain and Canada. While Arexvy

maintained US market leading share in the older adult setting in

2025, sales declined reflecting slower market uptake impacted

by a harder-to-activate patient cohort and lower market share

partly offset by favourable returns provision adjustments. Arexvy

is approved in 69 markets globally, 21 countries have national

RSV vaccination recommendations for older adults and 9,

including the US, have reimbursement programmes for Arexvy

in place at the year end.

#### Influenza

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  | 2025  £m | 2024  £m | Growth  %AER | Growth  %CER |
| Influenza | 303 | 408 | (26) | (24) |

Influenza vaccines sales declined mainly in the US driven by

competitive pressure.

#### Established vaccines

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  | 2025  £m | 2024  £m | Growth  %AER | Growth  %CER |
| Established vaccines | 3,120 | 3,339 | (7) | (5) |

Established vaccines sales decreased in the year as a result of

the impact of divested brands, competitive pressure for Synflorix

and Cervarix and lower US demand and unfavourable pricing

for Hepatitis vaccines. This was partly offset by higher sales of

measles, mumps, rubella and varicella (MMRV) vaccines,

including a one-off Q3 2025 sale of bulk antigen together with

favourable US CDC stockpile movements for Infanrix/Pediarix.

91

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|  |  |  |  |  |  |  |  |  |  |  |  |
| Strategic report | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | Financial statements | |  | Investor information | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Group financial review continued  Financial performance continued | | | | | | | | | | | |

|  |
| --- |
|  |
| General Medicines |

Turnover (£bn)

|  |  |  |
| --- | --- | --- |
|  |  |  |
| £10.0bn | AER decline | CER decline |
| -4% | -1% |
| 31% of Group turnover |  |  |

![8910]()

Sales include contributions from both the Respiratory portfolio,

including Trelegy, and the Other General Medicine portfolio.

Sales growth in Trelegy was offset by reductions in other

respiratory and Other General Medicine product sales.

#### Respiratory

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  | 2025  £m | 2024  £m | Growth  %AER | Growth  %CER |
| Respiratory | 7,068 | 7,213 | (2) | – |

Sales were broadly stable in the year with growth in Trelegy

offset by decreases in other respiratory products. Other

respiratory products continue to reduce across all regions as a

result of continued generic erosion and competitive pressures.

#### Trelegy

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  | 2025  £m | 2024  £m | Growth  %AER | Growth  %CER |
| Trelegy | 2,986 | 2,702 | 11 | 13 |

Trelegy sales continued to grow with continued strong volume

growth across all regions reflecting patient demand, SITT class

growth, and increased market share. In the US, sales exceeded

£2 billion and grew double-digit, with continued strong volume

growth partially offset by unfavourable pricing resulting from

channel mix and pricing pressures, including the impact of IRA

Medicare Part D redesign.

#### Other GeneralMedicines

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  | 2025  £m | 2024  £m | Growth  %AER | Growth  %CER |
| Other General Medicines | 2,968 | 3,215 | (8) | (4) |

Other General Medicines sales decreased reflecting the

impacts of generic competition across the portfolio.

#### Turnover by regions

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  | 2025  £m | 2024  £m | Growth  %AER | Growth  %CER |
| US | 16,859 | 16,384 | 3 | 6 |

US performance reflected the introduction of the IRA Medicare

Part D redesign, which adversely impacted a number of

products across Specialty Medicines, Vaccines and General

Medicines.

Specialty Medicines double-digit sales growth was driven by

strong double-digit growth in Oncology, HIV and Benlysta,

driven largely by patient demand. Nucala also grew following

the recent launch in COPD, with increases in volume from

higher patient uptake partly offset by ongoing pricing pressures.

Vaccines sales decreased due to lower demand for both

Shingrix and Arexvy driven primarily by the continued challenge

of activating harder-to reach consumers and competitive

pressure for influenza vaccines. established vaccines growth in

MMRV vaccines related to outbreaks and, for Infanrix/Pediarix,

to favourable CDC stockpile replenishments which were more

than offset by lower US demand and unfavourable pricing for

hepatitis vaccines

General Medicines sales were broadly stable. Trelegy sales grew

double-digit driven by strong volume increases. Growth in

Trelegy was offset by reductions in other products across the

other respiratory and Other General Medicine portfolios.

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  | 2025  £m | 2024  £m | Growth  %AER | Growth  %CER |
| Europe | 7,533 | 6,666 | 13 | 12 |

Specialty Medicines sales grew double-digit due to continued

strong performance in Oncology, Benlysta and Nucala

including the benefit from new indication launches. HIV sales

grew single-digit in the year driven by patient demand.

Vaccines sales grew 30% driven by Shingrix launch uptake in

France together with higher market demand and expanded

public funding across several countries. Arexvy and Bexsero

sales also grew strongly mainly in Germany following

recommendations and reimbursements.

General Medicines sales decreased, with growth for Trelegy and

Anoro being more than offset by decreases across Other

General Medicine products.

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  | 2025  £m | 2024  £m | Growth  %AER | Growth  %CER |
| International | 8,275 | 8,326 | (1) | 4 |

Specialty Medicines double-digit sales growth was driven by

Nucala in respiratory, Benlysta in immunology, and Oncology.

HIV sales grew mid single-digit.

Vaccines sales were driven by accelerated Shingrix demand

primarily in Japan, partly offset by a strong 2024 comparator in

Australia. Growth across Shingrix, Meningitis vaccines and

Arexvy was partly offset by lower sales of established vaccines

primarily reflecting the impact of divested brands and lower

demand.

General Medicines sales performance reflected double-digit

growth for Trelegy and growth in Anoro being offset by

decreases across Other General Medicine products.

92

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| Strategic report | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | Financial statements | |  | Investor information | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Group financial review continued  Financial performance continued | | | | | | | | | | | |

#### Cost of sales

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  | 2025  £m | 2024  £m | Growth  %AER | Growth  %CER |
| Total cost of sales | (9,017) | (9,048) | – | – |
| % of sales | 27.6% | 28.8% | (1.2) | (1.7) |
| Core cost of sales | (8,206) | (7,870) | 4 | 5 |
| % of sales | 25.1% | 25.1% | – | (0.4) |

Total cost of sales as a percentage of sales decreased primarily

driven by core cost of sales benefits and from additional

amortisation in Q3 2024 for Zejula and Jemperli as well as lower

major restructuring and transaction-related items.

Core cost of sales as a percentage of sales decreased with

benefits from Specialty Medicines and regional mix as well as

operational efficiencies, being offset by inventory provision

movements compared to 2024. There were also pricing impacts

largely due to the implementation of Medicare Part D reform as

well as an adverse comparison to higher price benefits in 2024.

#### Selling, general and administration

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  | 2025  £m | 2024  £m | Growth  %AER | Growth  %CER |
| Total selling, general and  administration | (9,088) | (11,015) | (17) | (15) |
| % of sales | 27.8% | 35.1% | (7.3) | (7.1) |
| Core selling, general  and administration | (8,989) | (8,974) | – | 3 |
| % of sales | 27.5% | 28.6% | (1.1) | (0.9) |

Total SG&A as a percentage of sales decreased primarily due

to lower Significant legal expenses, driven by the Q3 2024

charge of £1.8 billion ($2.3 billion) in relation to Zantac.

Core SG&A growth reflected continued disciplined investment

to support new asset launches, including Blenrep, Penmenvy,

Exdensur and Blujepa, as well as growth of key assets including

Nucala, Shingrix, long-acting HIV medicines and Ojjaara/

Omjjara, to drive future efficiencies. This was offset by

reallocation of spend from General Medicines and the

acceleration of ongoing productivity initiatives. Core SG&A

growth also included a one percentage point impact driven by

the Q1 2024 reversal of the legal provision related to the Zejula

royalty dispute, following a successful appeal.

#### Research and development

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  | 2025  £m | 2024  £m | Growth  %AER | Growth  %CER |
| Total research and  development | (7,525) | (6,401) | 18 | 19 |
| % of sales | 23.0% | 20.4% | 2.6 | 2.4 |
| Core research and  development | (6,568) | (6,023) | 9 | 11 |
| % of sales | 20.1% | 19.2% | 0.9 | 0.8 |

Total R&D growth was driven by an increase in Core R&D

expense, as well as higher impairment charges including a

charge of £471 million related to the termination of the

belrestotug development programme (anti-TIGIT mAb) in Q2

2025.

Core R&D investment increased reflecting progression across

the portfolio. In Oncology, this included acceleration in work on

ADCs (B7-H3 and B7-H4) and IDRX-42, the GIST treatment

acquired in Q1 2025. In Specialty Medicines, increased

investment was driven by efimosfermin acquired from Boston

Pharmaceuticals in Q3 2025 and bepirovirsen, as well as

progression of ULA treatment and PrEP programmes, notably

Q4M and Q6M. Growth was partly offset by lower spend on

depemokimab following filing in Q4 2024.

Investment also increased on clinical trial programmes

associated with the pneumococcal MAPS and mRNA

seasonal flu.

#### Royalty income

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  | 2025  £m | 2024  £m | Growth  %AER | Growth  %CER |
| Total royalty income | 879 | 639 | 38 | 38 |
| Core royalty income | 879 | 639 | 38 | 38 |

The increase in Total and Core royalty income was primarily

driven by Kesimpta(1), Abrysvo(2) and Comirnaty(3) royalties, as

well as historic royalties recognised in association with the

settlement of an IP dispute.

#### Other operating income/(expense)

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  | 2025  £m | 2024  £m | Growth  %AER | Growth  %CER |
| Other operating income/  (expense) | 16 | (1,530) | >100 | >100 |

The full year other operating income reflected a charge of £488

million (2024: £1,839 million) principally arising from the

remeasurement of CCLs and the liabilities for the Pfizer, Inc

(Pfizer) put option, primarily reflecting the net impact of

discount unwind, updated sales and milestone forecasts and

foreign currency movements. Other net operating income at

£504m (2024: £309 million) includes the £367 million ($500

million) settlement from CureVac as well as fair value

movements on equity investments and other net income.

(1) Kesimpta is manufactured by and a trademark of Novartis AG

(2) Abrysvo is manufactured by and a trademark of Pfizer Inc.

(3) Comirnaty is manufactured by and a trademark of BioNTech and Pfizer

Inc.

93

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| Strategic report | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | Financial statements | |  | Investor information | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Group financial review continued  Financial performance continued | | | | | | | | | | | |

#### Operating profit

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  | 2025  £m | 2024  £m | Growth  %AER | Growth  %CER |
| Total operating profit | 7,932 | 4,021 | 97 | >100 |
| % of sales | 24.3% | 12.8% | 11.5 | 11.9 |
| Core operating profit | 9,783 | 9,148 | 7 | 11 |
| % of sales | 29.9% | 29.2% | 0.7 | 1.1 |

Total operating profit margin growth was primarily driven by

the £1.8 billion charge for the Zantac settlement in Q3 2024,

partly offset by higher impairment charges.

Core operating profit growth primarily reflected higher turnover,

favourable product mix and royalty income including from IP

settlements. Growth was partly offset by increased investment in

R&D, new asset launches and growth assets, and adverse

pricing impacts, as well as the Q1 2024 reversal of the legal

provision related to the Zejula royalty dispute, following a

successful appeal.

#### Core operating profit by business

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  | 2025  £m | 2024  £m | Growth  %AER | Growth  %CER |
| Commercial operations | 16,260 | 15,335 | 6 | 10 |
| % of sales | 49.8% | 48.9% | 0.9 | 1.4 |
| R&D | (6,251) | (5,845) | 7 | 9 |

Commercial Operations Core operating profit of £16,260 million

growth was driven by higher turnover, favourable product mix

and royalty income including from an IP settlement, partly offset

by increased investment in new asset launches and growth

assets, and adverse pricing impacts.

The R&D segment operating expense of £6,251 million primarily

reflected progression across the portfolio. In Oncology, this

included acceleration in work on ADCs (B7-H3 and B7-H4) and

IDRX-42, the GIST treatment acquired in Q1 2025. In Specialty

Medicines, increased investment was driven by efimosfermin

acquired from Boston Pharmaceuticals in Q3 2025 and

bepirovirsen, as well as progression of ULA treatment and PrEP

programmes, notably Q4M and Q6M. Growth was partly offset

by lower spend on depemokimab following filing in Q4 2024.

Investment also increased on clinical trial programmes

associated with the pneumococcal MAPS and mRNA seasonal

flu.

#### Net finance costs

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  | 2025  £m | 2024  £m | Growth  %AER | Growth  %CER |
| Total net finance cost | (532) | (547) | (3) | (2) |
| Core net finance cost | (508) | (532) | (5) | (4) |

The decrease in net finance costs was mainly driven by

favourable movements on derivatives fair value, favourable

interest on tax and higher swap interest income, partly offset by

higher interest expense on debt. Strong operating cashflows

were partly offset by finance costs associated with the share

buyback programme and Zantac settlement payments.

#### Share of after tax profits of associates and joint ventures

The share of after tax profit of associates and joint ventures was

£1 million (2024: £3 million share of loss).

#### Profit on disposal of interest in associates

In 2025, the Group also reported a profit on disposal of interests

in associates and joint ventures of £nil (2024: £6 million profit).

#### Profit before tax

Taking account of net finance costs, the share of profits or

losses of associates and profit or loss on disposal of interest in

associates,Total profit before taxation was £7,401 million

compared with £3,477 million in 2024.

#### Taxation

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | 2025  £m | 2024  £m |
| UK current year charge | 181 | 186 |
| Rest of world current year charge | 1,263 | 1,458 |
| Charge/(credit) in respect of prior periods | (49) | (92) |
| Total current taxation | 1,395 | 1,552 |
| Total deferred taxation | (283) | (1,026) |
| Taxation on total profits | 1,112 | 526 |

The charge of £1,112 million represented an effective tax rate on

Total results of 15.0% (2024: 15.1%) and reflected the different

tax effects of the various Adjusting items included in Total

results, including non-taxable revaluations of contingent

consideration liabilities associated with recent acquisitions. Tax

on Core profit amounted to £1,584 million and represented an

effective Core tax rate of 17.1% (2024: 17.0%). Issues related to

taxation are described in Note 14, ‘Taxation’ to the financial

statements. The Group continues to believe it has made

adequate provision for the liabilities likely to arise from periods

which are open and not yet agreed by tax authorities. The

ultimate liability for such matters may vary from the amounts

provided and is dependent upon the outcome of agreements

with relevant tax authorities.

94

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| Strategic report | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | Financial statements | |  | Investor information | | GSK Annual Report 2025 |
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| Group financial review continued  Financial performance continued | | | | | | | | | | | |

#### Non-controlling interests (NCIs)

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  | 2025  £m | 2024  £m | Growth  %AER | Growth  %CER |
| Total | 573 | 376 | 52 | 58 |
| Core | 712 | 654 | 9 | 12 |

The increase in Total and Core NCIs in the year was primarily

driven by higher core profit allocations from ViiV Healthcare,

and a lower remeasurement loss on the CCL compared to 2024

impacting Total NCIs.

#### Earnings per share from operations

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  | 2025  £p | 2024  £p | Growth  %AER | Growth  %CER |
| Total earnings per share | 141.1p | 63.2p | >100 | >100 |
| Core earnings per share | 172.0p | 159.3p | 8 | 12 |

The increase in Total EPS was primarily driven by lower

Significant legal charges, lower CCL charges and higher other

net operating income, partly offset by higher impairment

charges.

The increase in Core EPS in the year primarily reflected the

growth in Core operating profit and the share buyback, as well

as lower net finance costs in the year, partly offset by higher

non-controlling interests.

#### Currency impact on results

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  | 2025  £m/£p | 2024  £m/£p | Growth  %AER | Growth  %CER |
| Turnover | 32,667 | 31,376 | 4 | 7 |
| Total earnings per share | 141.1p | 63.2p | >100 | >100 |
| Core earnings per share | 172.0p | 159.3p | 8 | 12 |

In the year the adverse currency impact primarily reflected the

strengthening of Sterling against US Dollar as well as emerging

market currencies, partly offset by strengthening of the Euro.

Exchange gains on the settlement of intercompany transactions

had a favourable full year impact of three percentage points on

Total EPS and one percentage point on Core EPS.

#### Dividends

The Board has declared four interim dividends resulting in a

total dividend for the year of 66p per share. The GSK Group

dividend in 2024 was 61p per share. Please refer to Note 16,

'Dividends' to the financial statements.

#### Dividend policy

Dividends remain an essential component of total shareholder

return and GSK recognises the importance of dividends to

shareholders. On 23 June 2021, at the GSK Investor Update,

GSK set out that from 2022 a progressive dividend policy will be

implemented guided by a 40 to 60 percent pay-out ratio

through the investment cycle. Consistent with this, GSK declared

an increased dividend of 18p for Q4 2025 and 66p per share for

full year 2025. The expected dividend for 2026 is 70p per share.

In setting its dividend policy, GSK considers the capital

allocation priorities of the Group and its investment strategy for

growth alongside the sustainability of the dividend.

95

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|  |  |  |  |  |  |  |  |  |  |  |  |
| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Group financial review continued | | | | | | | | | | | |

|  |
| --- |
|  |
| Adjusting items |

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
| Core results reconciliation  31 December 2025 | Total  results  £m | Intangible  asset  amortisation  £m | Intangible  asset  impairment  £m | Major  restructuring  £m | Transaction-  related  £m | Significant  legal,  Divestments  and other  items  £m | Core  results  £m |
| Turnover | 32,667 |  |  |  |  |  | 32,667 |
| Cost of sales | (9,017) | 722 | 22 | 48 |  | 19 | (8,206) |
| Gross profit | 23,650 | 722 | 22 | 48 |  | 19 | 24,461 |
| Selling, general and administration | (9,088) |  |  | 44 | 23 | 32 | (8,989) |
| Research and development | (7,525) | 86 | 858 | 17 | (4) |  | (6,568) |
| Royalty income | 879 |  |  |  |  |  | 879 |
| Other operating income/(expense) | 16 |  |  |  | 488 | (504) | – |
| Operating profit | 7,932 | 808 | 880 | 109 | 507 | (453) | 9,783 |
| Net finance expense | (532) |  |  |  |  | 24 | (508) |
| Share of after tax profit/(loss) of associates and joint  ventures | 1 |  |  |  |  | (11) | (10) |
| Profit before taxation | 7,401 | 808 | 880 | 109 | 507 | (440) | 9,265 |
| Taxation | (1,112) | (178) | (220) | (32) | (147) | 105 | (1,584) |
| Tax rate | 15.0% |  |  |  |  |  | 17.1% |
| Profit after taxation | 6,289 | 630 | 660 | 77 | 360 | (335) | 7,681 |
| Profit attributable to non-controlling interests | 573 |  |  |  | 139 |  | 712 |
| Profit attributable to shareholders | 5,716 | 630 | 660 | 77 | 221 | (335) | 6,969 |
|  | 6,289 | 630 | 660 | 77 | 360 | (335) | 7,681 |
| Earnings per share | 141.1p | 15.6p | 16.3p | 1.9p | 5.4p | (8.3p) | 172.0p |
| Weighted average number of shares (millions) | 4,051 |  |  |  |  |  | 4,051 |

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
| Core results reconciliation  31 December 2024 | Total  results  £m | Intangible  asset  amortisation  £m | Intangible  asset  impairment  £m | Major  restructuring  £m | Transaction-  related  £m | Significant  legal,  Divestments  and other  items  £m | Core  results  £m |
| Turnover | 31,376 |  |  |  |  |  | 31,376 |
| Cost of sales | (9,048) | 947 |  | 163 | 40 | 28 | (7,870) |
| Gross profit | 22,328 | 947 |  | 163 | 40 | 28 | 23,506 |
| Selling, general and administration | (11,015) |  |  | 160 | 2 | 1,879 | (8,974) |
| Research and development | (6,401) | 55 | 314 | 9 |  |  | (6,023) |
| Royalty income | 639 |  |  |  |  |  | 639 |
| Other operating income/(expense) | (1,530) |  |  | 21 | 1,839 | (330) | – |
| Operating profit | 4,021 | 1,002 | 314 | 353 | 1,881 | 1,577 | 9,148 |
| Net finance costs | (547) |  |  | 1 |  | 14 | (532) |
| Share of after tax profit/(loss) of associates and joint  ventures | (3) |  |  |  |  |  | (3) |
| Profit/(loss) on disposal of interest in associates | 6 |  |  |  |  | (6) | – |
| Profit before taxation | 3,477 | 1,002 | 314 | 354 | 1,881 | 1,585 | 8,613 |
| Taxation | (526) | (208) | (63) | (80) | (311) | (274) | (1,462) |
| Tax rate | 15.1% |  |  |  |  |  | 17.0% |
| Profit after taxation | 2,951 | 794 | 251 | 274 | 1,570 | 1,311 | 7,151 |
| Profit attributable to non-controlling interests | 376 |  |  |  | 278 |  | 654 |
| Profit attributable to shareholders | 2,575 | 794 | 251 | 274 | 1,292 | 1,311 | 6,497 |
|  | 2,951 | 794 | 251 | 274 | 1,570 | 1,311 | 7,151 |
| Earnings per share | 63.2p | 19.5p | 6.1p | 6.7p | 31.7p | 32.1p | 159.3p |
| Weighted average number of shares (millions) | 4,077 |  |  |  |  |  | 4,077 |

96

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |
| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Group financial review continued  Adjusting items continued | | | | | | | | | | | |

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
| Core results reconciliation  31 December 2023 | Total  results  £m | Intangible  asset  amortisation  £m | Intangible  asset  impairment  £m | Major  restructuring  £m | Transaction-  related  £m | Significant  legal,  Divestments  and other  items  £m | Core  results  £m |
| Turnover | 30,328 |  |  |  |  |  | 30,328 |
| Cost of sales | (8,565) | 647 |  | 164 | 13 | 25 | (7,716) |
| Gross profit | 21,763 | 647 |  | 164 | 13 | 25 | 22,612 |
| Selling, general and administration | (9,385) |  |  | 216 | 13 | 127 | (9,029) |
| Research and development | (6,223) | 72 | 398 | 2 |  | 1 | (5,750) |
| Royalty income | 953 |  |  |  |  |  | 953 |
| Other operating income/(expense) | (363) |  |  |  | 546 | (183) | – |
| Operating profit | 6,745 | 719 | 398 | 382 | 572 | (30) | 8,786 |
| Net finance costs | (677) |  |  | 1 |  | 7 | (669) |
| Share of after tax profit/(loss) of associates and joint  ventures | (5) |  |  |  |  |  | (5) |
| Profit/(loss) on disposal of interest in associates | 1 |  |  |  |  | (1) | – |
| Profit before taxation | 6,064 | 719 | 398 | 383 | 572 | (24) | 8,112 |
| Taxation | (756) | (154) | (94) | (83) | (100) | (70) | (1,257) |
| Tax rate | 12.5% |  |  |  |  |  | 15.5% |
| Profit after taxation | 5,308 | 565 | 304 | 300 | 472 | (94) | 6,855 |
| Profit attributable to non-controlling interests | 380 |  |  |  | 192 |  | 572 |
| Profit attributable to shareholders | 4,928 | 565 | 304 | 300 | 280 | (94) | 6,283 |
|  | 5,308 | 565 | 304 | 300 | 472 | (94) | 6,855 |
| Total earnings per share | 121.6p | 13.9p | 7.5p | 7.4p | 6.9p | (2.2p) | 155.1p |
| Weighted average number of shares (millions) | 4,052 |  |  |  |  |  | 4,052 |

97

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|  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |
| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Group financial review continued  Adjusting items continued | | | | | | | | | | | |

#### Intangible asset amortisation

See page  [216](#ia0478a7d9608435797b09f6fdeba7f82_436) for description and information on Intangible

asset amortisation.

#### Intangible asset impairment

See page [216](#ia0478a7d9608435797b09f6fdeba7f82_436) for description and information on Intangible

asset impairment. Total intangible asset impairments in 2025

included a charge of £471 million related to the termination of

the belrestotug development programme (anti-TIGIT mAb) in

Q2 2025.

#### Major restructuring and integration

See page [207](#ia0478a7d9608435797b09f6fdeba7f82_406) for description and information on Major

restructuring and integration charges.

Total Major restructuring charges incurred in 2025 were  £109

million (2024:  £353 million), analysed as follows:

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
|  |  |  | 2025 |  |  | 2024 |
|  | Cash  £m | Non-  cash  £m | Total  £m | Cash  £m | Non-  cash  £m | Total  £m |
| Separation  restructuring  programme | 48 | 14 | 62 | 200 | 36 | 236 |
| Significant  acquisitions | 26 | – | 26 | 59 | 1 | 60 |
| Legacy programmes | 13 | 8 | 21 | 48 | 9 | 57 |
|  | 87 | 22 | 109 | 307 | 46 | 353 |

The Separation restructuring programme incurred cash charges

of £48 million primarily from the restructuring of some

commercial and administrative functions. The non-cash

charges of £14 million primarily reflected the write-down of

assets in manufacturing locations.

The programme focussed on the separation of GSK into two

separate companies and is now largely complete. The

programme has delivered its target of £1.1 billion of annual

savings, with total costs still expected at £2.4 billion, with cash

charges of £1.7 billion and non-cash charges of £0.7 billion.

Costs of significant acquisitions relate to integration costs of

Affinivax Inc. (Affinivax) which was acquired in Q3 2022,

BELLUS Health Inc. (Bellus) acquired in Q2 2023, Aiolos Bio, Inc.

(Aiolos) acquired in Q1 2024, IDRx acquired in Q1 2025 and BP

Asset IX acquired to access efimosfermin in Q3 2025.

Cash charges of £13 million under legacy programmes primarily

arose from the divestment of the cephalosporins business.

#### Transaction-related adjustments

Transaction-related adjustments resulted in a net charge of

£507 million (2024: £1,881 million), the majority of which related

to charges/(credits) for the remeasurement of contingent

consideration liabilities, the liabilities for the Pfizer put option,

and Pfizer and Shionogi preferential dividends in ViiV

Healthcare.

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Charge/(credit) | 2025  £m | 2024  £m |
| Contingent consideration on former  Shionogi-ViiV Healthcare Joint Venture  (including Shionogi preferential dividends) | 649 | 1,533 |
| ViiV Healthcare put options and Pfizer  preferential dividends | (93) | 67 |
| Contingent consideration on former Novartis  Vaccines business | 171 | 206 |
| Contingent consideration on acquisition of  Affinivax | (254) | (22) |
| Other contingent consideration | 15 | 34 |
| Other adjustments | 19 | 63 |
| Total transaction-related charges | 507 | 1,881 |

The £649 million charge relating to the contingent

consideration for the former Shionogi-ViiV Healthcare joint

venture represented an increase in the valuation of the

contingent consideration due to Shionogi, driven by the unwind

of the discount for £404 million and net other remeasurements

of £245 million. The £93 million credit relating to the ViiV

Healthcare put option and Pfizer preferential dividends

represented a decrease in the valuation of the put option

primarily as a result of updated exchange rates and sales

forecasts. The ViiV Healthcare contingent consideration liability

is fair valued under IFRS. An explanation of the accounting for

the non-controlling interests in ViiV Healthcare is set out on

page [86](#ib223b6a734e44aa5ae512482c7fbeea0_45690).

The £171 million charge relating to the contingent consideration

on the former Novartis Vaccines business primarily related to

changes to future sales forecasts, updated exchange rates and

the unwind of the discount.

The £254 million credit relating to the contingent consideration

on the acquisition of Affinivax primarily related to updated

milestone forecasts, partly offset by the unwind of the discount.

#### Significant legal charges, Divestments and other items

Legal charges provide for all significant legal matters and are

not broken out separately by litigation or investigation.

Divestments and other items included £367 million ($500

million) of settlements from CureVac in connection with the

mRNA patent settlement, as well as other net income, including

income from divestments and fair value movements on, and

distributions from, equity investments.

98

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|  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |
| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Group financial review continued | | | | | | | | | | | |

|  |
| --- |
|  |
| Cash generation and conversion |

A summary of the consolidated cash flow statement is set out

below.

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | 2025  £m | 2024  £m |
| Net cash inflow/(outflow) from operating  activities | 7,741 | 6,554 |
| Total net cash inflow/(outflow) from investing  activities | (4,233) | (1,229) |
| Total net cash inflow/(outflow) from financing  activities | (3,685) | (4,726) |
| Increase /(decrease) in cash and bank  overdrafts | (177) | 599 |
|  |  |  |
| Cash and bank overdrafts at beginning of year | 3,403 | 2,858 |
| Exchange adjustments | (19) | (54) |
| Increase/(decrease) in cash and bank  overdrafts | (177) | 599 |
| Cash and bank overdrafts at end of year | 3,207 | 3,403 |
|  |  |  |
| Cash and bank overdrafts at end of year  comprise: |  |  |
| Cash and cash equivalents | 3,397 | 3,870 |
| Overdrafts | (190) | (467) |
|  | 3,207 | 3,403 |

#### Reconciliation of net cash inflow from operating

#### activities to free cash inflow

A reconciliation of net cash inflow from operating activities,

which is the closest equivalent IFRS measure to free cash flow, is

shown below.

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | 2025  £m | 2024  £m |
| Net cash inflow/(outflow) from operating  activities | 7,741 | 6,554 |
| Purchase of property, plant and equipment | (1,348) | (1,399) |
| Proceeds from sale of property, plant and  equipment | 24 | 65 |
| Purchase of intangible assets | (1,637) | (1,583) |
| Proceeds from disposal of intangible assets | 115 | 131 |
| Net finance costs | (525) | (494) |
| Dividends from associates and joint ventures | 67 | 15 |
| Contingent consideration paid (reported in  investing activities) | (17) | (19) |
| Distributions to non-controlling interests | (391) | (416) |
| Contribution from non-controlling interests | – | 9 |
| Free cash inflow | 4,029 | 2,863 |

#### Capital expenditure and financial investment

Cash payments for tangible fixed assets amounted to £1,348

million (2024: £1,399 million) and intangible fixed assets

amounted to £1,637 million (2024: £1,583 million) and disposals

realised  £139 million (2024 : £196 million). Cash payments to

acquire equity investments amounted to £92 million (2024:  £103

million ) and sales of equity investments realised £189 million

(2024: £2,356 million).

#### Free cash flow

Free cash flow is the amount of cash generated by the Group

after meeting our obligations for contingent consideration,

interest, tax and dividends paid to non-controlling interests,

and after capital expenditure on property, plant and equipment

and intangible assets.

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | 2025  £m | 2024  £m |
| Free cash inflow | 4,029 | 2,863 |

Total contingent consideration cash payments in 2025 were

£1,347 million (2024: £1,254 million). £1,330 million (2024: £1,235

million) of these were recognised in cash flows from operating

activities, including cash payments made to Shionogi & Co. Ltd

(Shionogi) of £1,277  million (2024: £1,190 million). These

payments are deductible for tax purposes.

#### Future cash flow

Over the long term, we expect that future cash generated from

operations will be sufficient to fund our operating and debt

servicing costs, normal levels of capital expenditure, obligations

under existing licensing agreements, expenditure arising from

restructuring programmes and other routine outflows including

tax, pension contributions and dividends, subject to the

‘Principal risks and uncertainties’ discussed on pages [289](#ia0478a7d9608435797b09f6fdeba7f82_577) to

[304](#ia0478a7d9608435797b09f6fdeba7f82_4736). We may from time to time have additional demands for

finance, such as for acquisitions and share repurchases. We

have access to multiple sources of liquidity from short and long-

term capital markets and financial institutions for such needs, in

addition to the cash flow from operations.

99

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|  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |
| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Group financial review continued | | | | | | | | | | | |

|  |
| --- |
|  |
| Financial position and resources |

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | 2025  £m | 2024  £m |
| Assets |  |  |
| Non-current assets |  |  |
| Property, plant and equipment | 9,322 | 9,227 |
| Right of use assets | 726 | 846 |
| Goodwill | 7,018 | 6,982 |
| Other intangible assets | 16,748 | 15,515 |
| Investments in associates and joint ventures | 89 | 96 |
| Other investments | 1,037 | 1,100 |
| Deferred tax assets | 6,520 | 6,757 |
| Derivative instruments | – | 1 |
| Other non-current assets | 2,148 | 1,942 |
| Total non-current assets | 43,608 | 42,466 |
| Current assets |  |  |
| Inventories | 5,924 | 5,669 |
| Current tax recoverable | 288 | 489 |
| Trade and other receivables | 7,471 | 6,836 |
| Derivative financial instruments | 121 | 109 |
| Liquid investments | 9 | 21 |
| Cash and cash equivalents | 3,397 | 3,870 |
| Assets held for sale | 300 | 3 |
| Total current assets | 17,510 | 16,997 |
| Total assets | 61,118 | 59,463 |
| Liabilities |  |  |
| Current liabilities |  |  |
| Short-term borrowings | (3,012) | (2,349) |
| Contingent consideration liabilities | (1,348) | (1,172) |
| Trade and other payables | (15,381) | (15,335) |
| Derivative financial instruments | (75) | (192) |
| Current tax payable | (498) | (703) |
| Short-term provisions | (938) | (1,946) |
| Liabilities relating to assets held for sale | (139) | – |
| Total current liabilities | (21,391) | (21,697) |
| Non-current liabilities |  |  |
| Long-term borrowings | (14,708) | (14,637) |
| Deferred tax liabilities | (291) | (382) |
| Pensions and other post-employment benefits | (1,687) | (1,864) |
| Derivative financial instruments | (67) | – |
| Other provisions | (610) | (589) |
| Contingent consideration liabilities | (5,385) | (6,108) |
| Other non-current liabilities | (1,023) | (1,100) |
| Total non-current liabilities | (23,771) | (24,680) |
| Total liabilities | (45,162) | (46,377) |
| Net assets | 15,956 | 13,086 |
| Total equity | 15,956 | 13,086 |

#### Property, plant and equipment

Our business is science-based, technology-intensive and highly

regulated by governmental authorities. We allocate significant

financial resources to the renewal and maintenance of our

property, plant, equipment and vehicles to minimise risks of

interruption to production and to ensure compliance with

regulatory standards. A number of our processes use hazardous

materials.

The total cost of our property, plant and equipment at

31 December 2025 was £20,214 million, with a net book value of

£9,322 million . Of this, land and buildings represented £2,543

million , plant, equipment and vehicles £4,271 million and assets

in construction £2,508 million . In  2025, we invested  £1,373 million

in new property, plant and equipment. This was mainly related

to a large number of projects for the renewal, improvement and

expansion of facilities at various worldwide sites to support new

product development and launches as well as to improve the

efficiency of existing supply chains. Property is mainly held

freehold. New investment is financed from our liquid resources.

At  31 December 2025 , we had contractual commitments for

future capital expenditure of £764 million . We believe that our

property and plant facilities are adequate for our current

requirements.

#### Right of use assets

Right of use assets amounted to £726 million at 31 December

2025 compared with £846 million at 31 December 2024. The

decrease in the year primarily reflected depreciation of

£206 million, and disposals and impairments amounting to £62

million, partially offset by additions of £181 million.

#### Goodwill

Goodwill increased to £7,018 million at 31 December 2025, from

£6,982 million primarily as a result of £342 million from

acquisitions, partially offset by £276 million of exchange rate

losses and a £30 million transfer to assets held for sale.

#### Other intangible assets

Other intangible assets include the cost of intangibles acquired

from third parties and computer software. The net book value of

other intangible assets as at 31 December 2025 was £16,748

million (2024: £15,515 million).

100

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| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
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| Group financial review continued  Financial position and resources continued | | | | | | | | | | | |

#### Investments in associates and joint ventures

We held investments in associates and joint ventures with a

carrying value at 31 December 2025 of £89 million (2024:

£96 million). See Note 21, 'Investments in associates and joint

ventures' to the financial statements, for more details.

#### Other investments

At 31 December 2025 we held other investments with a carrying

value of £1,037 million (2024: £1,100 million). The most

significant investments held at 31 December 2025 were in

WAVE Life Sciences Ltd, Crispr Therapeutics AG and SR One

Capital Fund I-B, LP. These investments had a fair value at

31 December 2025 of £231 million (2024: £165 million), £126

million (2024: £101 million) and £120 million (2024: £135 million)

respectively. The other investments included equity stakes in

companies with which we have research collaborations, and

which provide access to biotechnology developments of

potential interest and interests in companies that arise from

business divestments.

#### Derivative financial instruments: assets

We held current derivative financial assets at fair value of £121

million (2024: £109 million). The majority of these financial

instruments related to foreign exchange contracts both

designated and not designated as accounting hedges.

#### Inventories

Inventories amounted to £5,924 million  (2024: £5,669 million) at

31 December 2025.

#### Trade and other receivables

Trade and other receivables amounted to £7,471 million (2024:

£6,836 million) at 31 December 2025. The increase is mainly

driven by higher sales of Specialty Medicines and respiratory

medicines, as well as settlement income.

#### Deferred tax assets

Deferred tax assets amounted to £6,520 million (2024: £6,757

million) at 31 December 2025.

#### Assets held for sale

Assets held for sale amounted to £300 million (2024: £3 million)

which primarily included the manufacturing facility located in

Rockville, Maryland. Liabilities relating to assets held for sale,

including lease liabilities for the Rockville site, amounted to £139

million (2024: £nil). On 22 December 2025, GSK entered into a

definitive agreement with Samsung Biologics for the sale of

100% of its equity investment in Human Genome Sciences,

principally including the Rockville site, with closing anticipated

towards the end of Q1 2026.

#### Derivative financial instruments: liabilities

We held current derivative financial liabilities at fair value of £75

million (2024: £192 million). This is primarily related to foreign

exchange contracts both designated and not designated as

accounting hedges.

#### Trade and other payables

At 31 December 2025, trade and other payables were £15,381

million compared with £15,335 million at 31 December 2024. See

Note 28, 'Trade and other payables' to the financial statements.

#### Provisions

We carried deferred tax provisions and other short-term and

non-current provisions of £1,839 million at 31 December 2025

(2024: £2,917 million). Other provisions included £210 million

(2024:  £1,446 million) related to legal and other disputes, and

£185 million (2024: £273 million) related to Major restructuring

programmes. During the year, legal and other disputes

provisions of £1,313 million were utilised, primarily reflecting

Zantac settlement payments of £1,195 million. Provision has

been made for legal and other disputes, indemnified disposal

liabilities, employee-related liabilities and the costs of the

restructuring programme to the extent that at the balance

sheet date a legal or constructive obligation existed and could

be reliably estimated.

#### Pensions and other post-employment benefits

We account for pension and other post-employment

arrangements in accordance with IAS 19. The net surplus was

£229 million (2024: £103 million deficit) on pension

arrangements, and there were net deficits on unfunded post-

employment liabilities of £801 million (2024: £863 million). See

Note 30, 'Pensions and other post-employment benefits' to the

financial statements.

#### Other non-current liabilities

Other non-current liabilities amounted to £1,023 million at

31 December 2025 (2024: £1,100 million).

#### Contingent consideration liabilities

Contingent consideration amounted to £6,733 million at

31 December 2025 (2024: £7,280 million), of which £5,433

million (2024: £6,061 million) represented the estimated present

value of amounts payable to Shionogi relating to ViiV

Healthcare, £219 million (2024: £502 million) represented the

estimated present value of contingent consideration payable to

the former shareholders of Affinivax and £651 million (2024:

£575 million) represented the estimated present value of

contingent consideration payable to Novartis related to the

Vaccines acquisition.

The liability due to Shionogi was £266 million in respect of

preferential dividends. An explanation of the accounting for the

non-controlling interests in ViiV Healthcare is set out on page

[86](#ib223b6a734e44aa5ae512482c7fbeea0_45690).

Of the total contingent consideration payable (on a post-tax

basis) at 31 December 2025, £1,194 million (2024: £1,127 million)

is expected to be paid within one year to Shionogi. The

consideration payable is expected to be paid over a number of

years. As a result, the total estimated liabilities are discounted

to their present values, on a post-tax basis using post-tax

discount rates.

The Shionogi-ViiV Healthcare contingent consideration liability

is discounted at 8%, the Affinivax contingent consideration

liability is discounted at 9%, the Novartis Vaccines contingent

consideration liability is discounted partly at 8.0% and partly at

9% and, the The BP Asset IX contingent consideration liability is

discounted at 9%.

101

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| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Group financial review continued  Financial position and resources continued | | | | | | | | | | | |

#### Maturity profile of bond debt

£m equivalent

![6991]()

¥

£

$

£

€

£

$

€

€

€

€

$

$

£

€

€

$

£

$

€

£

$

$

£

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| $ US bonds | € EUR bonds | £ GBP bonds | ¥ JPY bonds |

#### Net debt

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | 2025  £m | 2024  £m |
| Liquid investments | 9 | 21 |
| Cash and cash equivalents | 3,397 | 3,870 |
| Short-term borrowings | (3,012) | (2,349) |
| Long-term borrowings | (14,708) | (14,637) |
| Liabilities relating to assets held for sale | (139) | – |
| Net debt the end of the year | (14,453) | (13,095) |

At 31 December 2025, net debt was £14.5 billion, compared with

£13.1 billion at 31 December 2024, comprising gross debt of £17.9

billion and cash and liquid investments of £3.4 billion. Net debt

increased by £1.4 billion primarily due to the net acquisition

costs of IDRx, Inc. (IDRx), BP Asset IX, Inc. (BP Asset IX) to

access efimosfermin, and Cellphenomics GmbH totalling £1.7

billion, dividends paid to shareholders of £2.6 billion and shares

purchased as part of the share buyback programme of £1.4

billion. This was partly offset by free cash inflow £4.0 billion and

exchange gain on net debt of £0.2 billion.

At 31 December 2025 , GSK had short-term borrowings

(including overdrafts and lease liabilities) repayable within

12 months of £3.0 billion and long-term borrowings of £1.5 billion

repayable in the subsequent year.

At 31 December 2025, GSK’s cash and liquid investments were

held as follows:

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | 2025  £m | 2024  £m |
| Bank balances and deposits | 1,604 | 2,590 |
| US Treasury and Treasury repo only money  market funds | 431 | 300 |
| Liquidity funds | 1,362 | 980 |
| Cash and cash equivalents | 3,397 | 3,870 |
| Liquid investments – government securities | 9 | 21 |
|  | 3,406 | 3,891 |

Cash and liquid investments of £2.6 billion (2024:£3.1 billion)

were held centrally at 31 December 2025.

The analysis of cash and gross debt after the effects of hedging

is as follows:

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | 2025  £m | 2024  £m |
| Liquid investments | 9 | 21 |
| Cash and cash equivalents | 3,397 | 3,870 |
| Gross debt– fixed | (16,317) | (16,060) |
| – floating | (1,542) | (924) |
| – non-interest bearing | – | (2) |
| Net debt | (14,453) | (13,095) |

102

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| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Group financial review continued  Financial position and resources continued | | | | | | | | | | | |

#### Movements in net debt

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | 2025  £m | 2024  £m |
| Total net debt at beginning of year | (13,095) | (15,040) |
| Increase/(decrease) in cash and bank  overdrafts | (177) | 599 |
| Increase/(decrease) in liquid investments | (11) | (21) |
| Repayment of long-term loans | 1,400 | 1,615 |
| Issue of long-term notes | (1,979) | (1,075) |
| Net decrease/(increase) in short-term loans | (1,085) | 811 |
| Increase in other short-term loans | (130) | (266) |
| Repayment of other short-term loans | 288 | 81 |
| Repayment of lease liabilities | 241 | 226 |
| Net debt of subsidiary undertakings required | (1) | – |
| Exchange adjustments | 241 | 117 |
| Other non-cash movements | (145) | (142) |
| Decrease/(increase) in net debt | (1,358) | 1,945 |
| Total net debt at end of year | (14,453) | (13,095) |

#### Reconciliation of Total Operating Profit to Core EBITDA

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | 2025  £m | 2024  £m |
| Total Operating profit | 7,932 | 4,021 |
| Adjusting items | 1,851 | 5,127 |
| Core Operating profit | 9,783 | 9,148 |
| Including: |  |  |
| Share of Core after tax profit/(loss) of  associates and joint ventures | (10) | (3) |
| Excluding: |  |  |
| Core depreciation | 1,055 | 1,096 |
| Core amortisation | 450 | 452 |
| Core EBITDA | 11,278 | 10,693 |
| Total net debt to Core EBITDA ratio |  |  |
| Total net debt | 14,453 | 13,095 |
| Core EBITDA | 11,278 | 10,693 |
| Total net debt to Core EBITDA ratio | 1.3 | 1.2 |

#### Total equity

At 31 December 2025, total equity had increased from

£13,086 million at 31 December 2024 to £15,956 million.

A summary of the movements in equity is set out below:

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | 2025  £m | 2024  £m |
| Total equity at beginning of year | 13,086 | 12,795 |
| Total comprehensive income for the year | 6,782 | 2,778 |
| Distributions to non-controlling interests | (391) | (416) |
| Dividends to shareholders | (2,564) | (2,444) |
| Deconsolidation of former subsidiaries | – | (2) |
| Shares issued | 15 | 20 |
| Purchase of treasury shares | (1,377) | – |
| Changes in non-controlling interests | – | 4 |
| Hedging gain/(loss) transferred to  non-financial assets | – | (6) |
| Share-based incentive plans | 374 | 344 |
| Tax on share-based incentive plans | 31 | 4 |
| Contributions from non-controlling interests | – | 9 |
| Total equity at end of year | 15,956 | 13,086 |

#### Share purchases

On 5 February 2025, GSK announced a £2 billion share buyback

programme to be implemented over an 18 month period. The

programme commenced on 24 February 2025 and is expected

to complete by mid-2026. As at 31 December 2025, 93 million

shares at an average price of £14.73 per share have been

repurchased under the programme, at a cost of £1,377 million,

including transaction costs of £8 million. Shares repurchased

under the programme are held as Treasury shares.

At 31 December 2025, GSK held a total of 240 million Treasury

shares (2024: 169.2 million shares) at a cost of £3,948 million

(2024: £2,958 million), of which 147 million shares at a cost of

£2,571 million were repurchased as part of previous share

buyback programmes, which has been deducted from retained

earnings.

In 2025 , 22 million Treasury shares were transferred to the

Employee Share Ownership Plan (ESOP) Trusts. Shares are held

by the Trusts to satisfy future exercises of options and awards

under the Group share option and award schemes.

A proportion of the shares held by the Trusts are in respect of

awards where the rules of the scheme require GSK to satisfy

exercises through market purchases rather than the issue of

new shares. The shares held by the Trusts are matched to

options and awards granted.

At 31 December 2025, the ESOP Trusts held 62.8 million

(2024: 64.3 million) GSK shares against the future exercise

of share options and share awards and for the Executive

Supplemental Savings plan. The carrying value of

£282 million (2024: £397 million) has been deducted from other

reserves. The market value of these shares was £1,147 million

(2024: £866 million).

103

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| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Group financial review continued  Financial position and resources continued | | | | | | | | | | | |

#### Contractual obligations and commitments

Financial commitments are summarised in Note 35,

'Commitments' and Note 43, ‘Financial instruments and related

disclosures’ to the financial statements. The amounts below

represent the anticipated undiscounted contractual cash flows

for the Group’s key financial commitments.

At 31 December 2025, the Group anticipates gross contractual

cash flows of £17 billion for borrowings (excluding interest) of

which £3 billion is payable within one year and £14 billion is

payable after one year. Total undiscounted interest payable on

these loans amounts to £5.0 billion of which £0.6 billion is

payable within one year and £4.4 billion is payable after more

than one year. Commitments in respect of loans and future

interest payable on loans are disclosed before taking into

account the effect of derivatives. Refer to Note 43. ‘Financial

instruments and related disclosures’ on page [248](#ia0478a7d9608435797b09f6fdeba7f82_523) for more

details.

At 31 December 2025, the Group has intangible assets capital

commitments of £17 billion. Of these, £1 billion would fall due

within one year and £16 billion would fall due after more than

one year. These commitments include milestone payments,

which are dependent on successful clinical development or on

meeting specified sales targets, and which represent the

maximum that would be paid if all milestones, however unlikely,

were to be achieved. The amounts are not risk-adjusted or

discounted. Refer to Note 35. ‘Commitments’ on page [236](#ia0478a7d9608435797b09f6fdeba7f82_496) for

more details.

At 31 December 2025, the Group anticipates gross contractual

cash flows of £0.8 billion for lease liabilities (excluding interest)

of which £0.1 billion is payable within one year and £0.7 billion is

payable after one year. Total undiscounted interest payable on

lease liabilities amounts to £0.2 billion, most of which is payable

after more than one year. Refer to Note 43. ‘Financial

instruments and related disclosures’ on page [248](#ia0478a7d9608435797b09f6fdeba7f82_523) for more

details.

At 31 December 2025, the Group had property, plant and

equipment capital commitments of £0.8 billion of which £0.5

billion is payable within one year and £0.3 billion is payable

after one year. Refer to Note 35, ‘Commitments’ on page [236](#ia0478a7d9608435797b09f6fdeba7f82_496)

for more details.

At 31 December 2025, the Group had £0.2 billion of investment

commitments of which £0.1 billion is payable within one year

and £0.1 billion is payable after one year.

#### Contingent liabilities

Other contingent liabilities are set out in Note 34, 'Contingent

liabilities' to the financial statements.

Contingent liabilities, comprising guarantees and other items

arising in the normal course of business, potentially due within

one year and after one year amount to £3 million and £35

million respectively.

In the normal course of business, we have provided various

indemnification guarantees in respect of business disposals

in which legal and other disputes have subsequently arisen.

A provision is made where an outflow of resources is considered

probable and a reliable estimate can be made of the likely

outcome of the dispute and this is included in Note 31, 'Other

provisions' to the financial statements.

We provide for the outcome of tax, legal and other disputes

when an outflow of resources is considered probable and a

reliable estimate of the outflow may be made. At 31 December

2025, other than for those disputes where provision has been

made, it was not possible to make a reliable estimate of the

potential outflow of funds that might be required to settle

disputes where the possibility of there being an outflow was

more than remote.

The ultimate liability for such matters may vary significantly

from the amounts provided and is dependent upon

negotiations with the relevant tax authorities and the outcome

of litigation proceedings, where relevant. This is discussed

further in ‘Principal risks and uncertainties’ on pages [289](#ia0478a7d9608435797b09f6fdeba7f82_577) to [304](#ia0478a7d9608435797b09f6fdeba7f82_4736)

and Note 46, 'Legal proceedings' to the financial statements.

104

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| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Group financial review continued | | | | | | | | | | | |

|  |
| --- |
|  |
| Approach to tax |

Business makes a major contribution to the public purse

through its tax contribution. This includes direct taxes (such as

corporate income tax) and indirect taxes (such as VAT,

environmental taxes and customs duties) as well as other taxes

(such as employment taxes and property taxes). It is therefore

important that companies explain their approach to tax. This

helps inform dialogue about tax and tax policy.

We are supportive of efforts to ensure companies are

appropriately transparent about how their tax affairs are

managed. To this end, our Tax Strategy (which includes a

summary of our Total Tax Contribution (TTC) and country-by-

country reporting (CBCR) data) is set out in detail within the

Public policies section of our website and we regularly engage

in discussions with stakeholders who are keen to understand our

tax profile and our approach to tax.

As a global biopharmaceutical company, we have a substantial

business and employment presence in many countries around

the world and pay a significant amount of tax. This includes

corporate income tax, other business taxes, and tax associated

with our employees. We also collect a significant amount of tax

on behalf of governments, such as income tax from payments

to our employees and VAT along our supply chain. Further

information in relation to GSK’s total tax contribution, giving a

better reflection of our overall fiscal contribution in a particular

country, can be found in our published Tax Strategy.

We are subject to taxation throughout our supply chain. The

worldwide nature of our operations means that our cross-

border supply routes, necessary to ensure supplies of medicines

into numerous countries, can result in conflicting claims from tax

authorities as to the profits to be taxed in individual countries.

This can lead to double taxation (with profits taxed in more

than one country).

To mitigate the risk of double taxation, profits are recognised in

territories by reference to the activities performed there and the

value they generate. To ensure the profits recognised in

jurisdictions are aligned to the activity undertaken there, and in

line with current OECD guidelines, we base our transfer pricing

policy on the arm’s length principle and support our transfer

prices with economic analysis and reports.

We do not engage in artificial tax arrangements – those

without business or commercial substance. We do not seek to

avoid tax by using ‘tax havens’ or transactions we would not

fully disclose to a tax authority. We have a zero-tolerance

approach to tax evasion and the facilitation of tax evasion.

Tax risk in all countries in which we operate is managed through

robust internal policies, processes, training and compliance

programmes. Our Board of Directors, supported by the Audit &

Risk Committee (ARC), is responsible for approving our tax

policies and risk management arrangements as part of our

wider risk management and internal control framework. Our

Risk Oversight and Compliance Council (ROCC) and the Audit

and Assurance function help the ARC oversee tax risks and the

strategies used to address them.

We seek to maintain open and constructive relationships with

tax authorities worldwide, meeting regularly to discuss our tax

affairs and real time business updates wherever possible to

support their work and help manage tax risk in accordance with

our framework.

We monitor government debate on tax policy in our key

jurisdictions so that we can understand and share an informed

point of view regarding any potential future changes in tax law,

in support of a transparent and financially sustainable tax

system. Where relevant, we provide pragmatic and constructive

business input to tax policy makers either directly or through

industry trade bodies, to help inform reforms that support

economic growth and job creation.

In 2025, the Group corporate tax charge was £1,112 million

(2024: £526 million) on profits before tax of £7,401 million (2024:

£3,477 million) representing an effective tax rate of 15.0% (2024:

15.1%). We made cash tax payments of £1,202 million in the year

(2024: £1,307 million). In addition to the taxes we pay on our

profits, we pay duties, levies, transactional and employment

taxes.

The Group’s Total tax rate for 2025 of 15.0% (2024: 15.1%) was

lower than the Core tax rate reflecting the different tax effects

of various Adjusting items, including non-taxable revaluations

of contingent consideration liabilities associated with recent

acquisitions.

Our Core tax rate for 2025 was 17.1% (2024: 17.0%). The rate

continues to benefit from innovation incentives available in key

territories in which we operate, such as the UK and Belgium

Patent Box regimes, albeit at a reduced level following

introduction of global minimum corporate tax rate provisions, in

line with the OECD’s Pillar Two model rules.

Further details about our corporate tax charges for the year are

set out in Note 14, 'Taxation' to the financial statements.

105

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| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
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| Group financial review continued | | | | | | | | | | | |

|  |
| --- |
|  |
| Treasury policies |

The role of Treasury is to monitor and manage the Group’s

external and internal funding requirements and financial risks in

support of our strategic objectives. GSK operates on a global

basis, primarily through subsidiary companies, and we manage

our capital to ensure that our subsidiaries are able to operate

as going concerns and to optimise returns to shareholders

through an appropriate balance of debt and equity. Treasury

activities are governed by policies approved annually by the

Board of Directors, and most recently on 8 October 2025. A

Treasury Management Group (TMG) meeting, chaired by our

Chief Financial Officer, takes place on a regular basis to review

Treasury activities. Its members receive management

information relating to these activities.

#### Treasury operations

The objective of GSK’s Treasury activities is to minimise the

post-tax net cost of financial operations and reduce its volatility

in order to benefit earnings and cash flows. GSK uses a variety

of financial instruments to finance its operations and derivative

financial instruments to manage market risks from these

operations. Derivatives principally comprise foreign exchange

forward contracts and swaps which are used to swap

borrowings and liquid assets into currencies required for Group

purposes, as well as interest rate swaps and cross currency

swaps which are used to manage exposure to financial risks

from changes in interest rates.

Derivatives are used exclusively for hedging purposes in relation

to underlying business activities and not as trading or

speculative instruments.

#### Capital management

GSK’s financial strategy, implemented through the Group’s

financial architecture, supports GSK’s strategic priorities and is

regularly reviewed by the Board. We manage the capital

structure of the Group through an appropriate mix of debt and

equity. We continue to manage our financial policies to a credit

profile that particularly targets ratings of at least A2/A

(Moody's/S&P), through the cycle.

GSK’s long-term credit rating with S&P Global Ratings (‘S&P’) is

A (stable outlook) and with Moody’s Ratings (‘Moody’s’) is A2

(stable outlook). Our short-term credit ratings are A-1 and P-1

with S&P and Moody’s respectively.

#### Liquidity risk management

GSK’s policy is to borrow centrally in order to meet anticipated

funding requirements. Our cash flow forecasts and funding

requirements are monitored by the TMG on a regular basis. Our

strategy is to diversify liquidity sources using a range of facilities

and to maintain broad access to financial markets.

Each day, we sweep cash to or from a number of global

subsidiaries to central treasury accounts for liquidity

management purposes.

#### Interest rate risk management

GSK’s objective is to minimise the effective net interest cost and

to balance the mix of debt at fixed and floating interest rates

over time. The policy on interest rate risk management limits the

net amount of floating rate debt to a specific cap, reviewed

and agreed no less than annually by the Board.

#### Foreign exchange risk management

Our objective is to minimise the exposure of overseas operating

subsidiaries to transaction risk by matching local currency

income with local currency costs where possible. Foreign

currency transaction exposures arising on external and internal

trade flows are selectively hedged. GSK’s internal trading

transactions are matched centrally and we manage inter-

company payment terms to reduce foreign currency risk. Where

possible, we manage the cash surpluses or borrowing

requirements of subsidiary companies centrally using forward

contracts to hedge future repayments back into the originating

currency.

In order to reduce foreign currency translation exposure, we

seek to denominate borrowings in the currencies of our

principal assets and cash flows. These are primarily

denominated in US Dollars, Euros and Sterling.

Borrowings can be swapped into other currencies as required.

Borrowings denominated in, or swapped into, foreign currencies

that match investments in overseas Group assets may be

treated as a hedge against the relevant assets. Forward

contracts in major currencies are also used to reduce exposure

to the Group’s investment in overseas Group assets. The TMG

reviews the ratio of borrowings to assets for major currencies

regularly.

#### Commodity risk management

Our objective is to minimise income statement volatility arising

from fluctuations in commodity prices, where practical and cost

effective to do so. The TMG is authorised to approve the

execution of certain financial derivatives to hedge commodity

price exposures.

#### Counterparty risk management

We set global counterparty limits for each of our banking and

investment counterparties based on long-term credit ratings

from Moody’s and S&P. Usage of these limits is actively

monitored and any breach of these limits would be reported to

the Chief Financial Officer immediately. Credit Support Annexes

(CSAs) can be utilised to reduce credit risk on selected trades,

taking into consideration impact on current and future liquidity.

In addition, relationship banks and their credit ratings are

reviewed regularly so that, when changes in ratings occur,

changes can be made to investment levels or to authority limits

as appropriate. All banking counterparty limits are reviewed at

least annually.

106

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| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
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| Group financial review continued | | | | | | | | | | | |

|  |
| --- |
|  |
| Critical accounting policies |

The Group consolidated financial statements have been

prepared in accordance with UK-adopted international

accounting standards in conformity with the requirements of

the Companies Act 2006 and the International Financial

Reporting Standards (IFRS) as issued by the International

Accounting Standard Boards (IASB).

We are required to make estimates and assumptions that

affect the amounts of assets, liabilities, revenue and expenses

reported in the financial statements. Actual amounts and results

could differ from those estimates.

The critical accounting policies relate to the following areas:

– Turnover

– Taxation (Note 14)

– Legal and other disputes (Note 46)

– Contingent consideration liabilities (Note 32)

– Pensions and other post-employment benefits (Note 30)

– Impairment of intangible assets (Note 20)

Information on the judgements and estimates made in these

areas is given in Note 3, 'Critical accounting judgements and

key sources of estimation uncertainty' to the financial

statements.

#### Turnover

In respect of the turnover accounting policy, our largest

business is US Commercial Operations, and the US market has

the most complex arrangements for rebates, discounts and

allowances. The following briefly describes the nature of the

arrangements in existence in our US Commercial Operations:

– We have arrangements with certain indirect customers

whereby the customer is able to buy products from

wholesalers at reduced prices. A chargeback represents the

difference between the invoice price to the wholesaler and

the indirect customer’s contractual discounted price. Accruals

for estimating chargebacks are calculated based on the

terms of each agreement, historical experience and product

growth rates.

– Customer rebates are offered to key managed care and

Group Purchasing Organisations and other direct and

indirect customers. These arrangements require the customer

to achieve certain formulary status, performance targets

relating to the value of product purchased or pre-determined

market shares relative to competitors. The accrual for

customer rebates is estimated based on the specific terms in

each agreement, historical experience and product growth

rates.

– Market-driven segments consist primarily of managed care

and Medicare plans with which we negotiate contract pricing

that is honoured via rebates and chargebacks.

– Mandated segments consist primarily of Medicaid and

federal government programmes which receive government-

mandated pricing via rebates and chargebacks.

– The US Medicaid programme is a state-administered

programme providing assistance to certain poor and

vulnerable patients. In 1990, the Medicaid Drug Rebate

Program was established to reduce state and federal

expenditure on prescription drugs. In 2010, the Patient

Protection and Affordable Care Act became law. We

participate by providing rebates to states. Accruals for

Medicaid rebates are calculated based on the specific terms

of the relevant regulations or the Patient Protection and

Affordable Care Act.

– Cash discounts are offered to customers to encourage

prompt payment. These are accrued for at the time of

invoicing and adjusted subsequently to reflect actual

experience.

– We record an accrual for estimated sales returns by applying

historical experience of customer returns to the amounts

invoiced, together with market-related information such as

stock levels at wholesalers, anticipated price increases and

competitor activity.

A reconciliation of gross turnover to net turnover for US

Commercial Operations is as follows:

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
|  | 2025 | | 2024 | | 2023 | |
|  | £m | Margin  % | £m | Margin  % | £m | Margin  % |
| Gross turnover | 32,286 | 100 | 30,484 | 100 | 32,359 | 100 |
| Market-driven  segments | (8,696) | (27) | (7,704) | (25) | (8,874) | (27) |
| Government  mandated and  state programmes | (5,808) | (18) | (5,394) | (18) | (6,385) | (20) |
| Cash discounts | (524) | (2) | (502) | (2) | (566) | (2) |
| Customer returns | (249) | (1) | (272) | (1) | (344) | (1) |
| Prior year  adjustments | 788 | 2 | 631 | 2 | 591 | 2 |
| Other items | (938) | (2) | (859) | (3) | (961) | (3) |
| Total deductions | (15,427) | (48) | (14,100) | (47) | (16,539) | (51) |
| Net turnover | 16,859 | 52 | 16,384 | 53 | 15,820 | 49 |

Overall sales deduction as a percentage of sales has slightly

increased in 2025 versus 2024 in line with our commercial

contracting strategy, the new Medicare Part D Manufacturer

Discount Program (MDP) as well as movement in product mix.

Deductions within the year were split approximately as follows:

General Medicines 59%, Specialty Medicines 31% and Vaccines

11%.

At 31 December 2025, the total accrual for discounts, rebates,

allowances and returns for US Commercial Operations

amounted to £4,891 million (2024: £5,235 million).

107

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|  |  |  |  |  |  |  |  |  |  |  |  |
| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Group financial review continued  Critical accounting policies continued | | | | | | | | | | | |

A monthly process is operated to monitor inventory levels at

wholesalers for any abnormal movements. This process uses

gross sales volumes, prescription volumes based on third-party

data sources and information received from key wholesalers.

The aim of this is to maintain inventories at a consistent level

from year to year based on the pattern of consumption.

On this basis, US Commercial Operations inventory levels at

wholesalers and in other distribution channels at 31 December

2025 were estimated to amount to approximately four weeks of

turnover. This calculation uses third-party information, the

accuracy of which cannot be totally verified, but is believed to

be sufficiently reliable for this purpose.

#### Legal and other disputes

In respect of the accounting policy for legal and other disputes,

the following briefly describes the process by which we

determine the level of provision that is necessary.

In accordance with the requirements of IAS 37, ‘Provisions,

contingent liabilities and contingent assets’, we provide for

anticipated settlement costs where an outflow of resources is

considered probable and a reliable estimate may be made of

the likely outcome of the dispute and legal and other expenses

arising from claims against the Group.

We may become involved in significant legal proceedings, in

respect of which it is not possible to meaningfully assess

whether the outcome will result in a probable outflow, or to

quantify or reliably estimate the liability, if any, that could result

from ultimate resolution of the proceedings. In these cases,

appropriate disclosure about such cases would be included in

the Annual Report, but no provision would be made.

This position could change over time and, therefore, there can

be no assurance that any losses that result from the outcome of

any legal proceedings will not exceed by a material amount the

amount of the provisions reported in the Group’s financial

statements.

Like many pharmaceutical companies, we are faced with

various complex product liability, anti-trust and patent

litigation, as well as investigations of our operations conducted

by various governmental regulatory agencies. Throughout the

year, the General Counsel of the Group, as head of the Group’s

legal function, supported by the Senior Vice President and

Head of Global Litigation for the Group, who is responsible for

all litigation and government investigations, routinely brief the

Chief Executive Officer, the Chief Financial Officer and the

Board of Directors on the significant litigation pending against

the Group and governmental investigations of the Group.

These meetings, as appropriate, detail the status of significant

litigation and government investigations and review matters

such as the number of claims notified to us, information on

potential claims not yet notified, assessment of the validity of

claims, progress made in settling claims, recent settlement

levels and potential reimbursement by insurers.

The meetings also include an assessment of whether or not

there is sufficient information available for us to be able to

make a reliable estimate of the potential outcomes of the

disputes. Often, external counsel assisting us with various

litigation matters and investigations will also assist in the

briefing of the Board and senior management. Following these

discussions, for those matters where it is possible to make a

reliable estimate of the amount of a provision, if any, that may

be required, the level of provision for legal and other disputes is

reviewed and adjusted as appropriate. These matters are

discussed further in Note 46, 'Legal proceedings' to the financial

statements.

|  |
| --- |
|  |
| Strategic report |

The Strategic report was approved by the Board of Directors on

4 March 2026

Julie Brown

Chief Financial Officer

4 March 2026

108

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|  | |  |  | |  |  | |  |  | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |

## Corporate governance

|  |  |
| --- | --- |
|  |  |
| In this section |  |
| [The Board and](#ia0478a7d9608435797b09f6fdeba7f82_259) Executive Committee | [109](#ia0478a7d9608435797b09f6fdeba7f82_259) |
| [Chair’s governance statement](#ia0478a7d9608435797b09f6fdeba7f82_265) | [115](#ia0478a7d9608435797b09f6fdeba7f82_265) |
| [Corporate governance architecture](#ia0478a7d9608435797b09f6fdeba7f82_268) | [118](#ia0478a7d9608435797b09f6fdeba7f82_268) |
| [Board activities](#ia0478a7d9608435797b09f6fdeba7f82_274) | [121](#ia0478a7d9608435797b09f6fdeba7f82_274) |
| [Board committee report](#ia0478a7d9608435797b09f6fdeba7f82_289)s | [129](#ia0478a7d9608435797b09f6fdeba7f82_289) |
| [Remuneration report](#ia0478a7d9608435797b09f6fdeba7f82_5493) | [140](#ia0478a7d9608435797b09f6fdeba7f82_5493) |
| [Directors’ report](#ia0478a7d9608435797b09f6fdeba7f82_334) | [169](#ia0478a7d9608435797b09f6fdeba7f82_334) |

109

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| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| The Board | | | | | | | | | | | |

|  |  |
| --- | --- |
|  |  |
| Sir Jonathan Symonds, CBE  Non-Executive Chair  Age: 67  Nationality: British  Appointed: 1 September 2019 | Skills and experience  Jon has extensive international financial, life sciences and governance experience.  Jon served as a Non-Executive Director of Genomics England from October 2013 to October  2025. From April 2014 until February 2020, he was an Independent Non-Executive Director of  HSBC Holdings plc where he also served as Chairman of the Group Audit Committee and as  Deputy Group Chairman from August 2018. Jon was previously Chairman of HSBC Bank plc,  Chief Financial Officer of Novartis AG, Partner and Managing Director of Goldman Sachs,  Chief Financial Officer of AstraZeneca plc, and a Partner at KPMG. He was also a Senior Advisor  to Chatham House.  Jon is a Fellow of the Institute of Chartered Accountants in England and Wales, an Honorary  Fellow of the Oxford School of Pharmacology, and an Honorary Fellow of the Academy of  Medical Sciences.  External appointments  Non-Executive Chair, Energy Aspects; Member, European Round Table for Industry; Member,  Investor & Issuer Forum (I&IF) Steering Committee. |
|  |  |
| Luke Miels  Chief Executive Officer  Age: 51  Nationality:  Australian  Appointed: 1 January 2026 | Skills and experience  Luke became CEO and joined the Board on 1 January 2026, following his appointment as CEO  designate in September 2025.  Luke joined GSK in 2017 as Chief Commercial Officer, responsible for our commercial portfolio  of medicines and vaccines. He previously worked for AstraZeneca as Executive Vice President  of their European business and, prior to that, was Executive Vice President of Global Product  and Portfolio Strategy, Global Medical Affairs and Corporate Affairs. Before that, he was head  of Asia for Roche, based in Shanghai and then Singapore. Prior to that he held roles of increasing  seniority at Roche and Sanofi-Aventis in the US, Europe and Asia.  Luke holds a Bachelor of Science degree in Biology from Flinders University in Adelaide and  an MBA from the Macquarie University, Sydney. |
|  |  |
| Julie Brown  Chief Financial Officer  Age:  64  Nationality: British  Appointed:  1 May 2023 | Skills and experience  Julie has an extensive financial and life sciences background, having been the Group CFO of  Smith & Nephew from 2013 to 2017 and serving as a Non-Executive Director and Audit Chair of  Roche Holding AG from 2016 to 2022. Before this, Julie was Interim Group CFO of AstraZeneca  plc, having worked in a wide range of commercial, strategic and financial positions across three  continents over a 25-year period. Julie was also Chief Operating Officer and CFO and Executive  Director of Burberry Group plc from 2017 to 2023, where her responsibilities included Finance,  Transformation, Technology and oversight of cyber security, Investor Relations and Sustainability.  Julie is a Fellow of the Institute of Chartered Accountants and the Institute of Tax.  External appointments  Member, CFO Leadership Network, Accounting for Sustainability (part of the King Charles III  Charitable Fund Group of Charities) having previously served as Co-Chair; Patron, Oxford  University Women in Business; Non-Executive Director and Chair of the Audit Committee,  Diageo plc; Member, Business Advisory Board to the Mayor of London. |
|  |  |
| Elizabeth (Liz) McKee Anderson  Independent Non-Executive Director  Age: 68  Nationality: American  Appointed:  1 September 2022 | Skills and experience  Liz brings significant experience in commercial biopharmaceuticals and is a seasoned biotech  board member. Her significant experience in commercial biopharmaceuticals, both operationally  and at board level, as well as her deep understanding of the biotechnology sector and  application of technology, are invaluable to GSK as a pure biopharma company.  Before her current roles, Liz served as Worldwide Vice President and commercial leader in  infectious diseases and vaccines and also for immunology and oncology at Janssen  Pharmaceuticals, and as Vice President and General Manager at Wyeth Vaccines. Liz was also  previously a Board member of Huntsworth Plc and a Board Member and Chair of the Science,  Technology and Investment Committee of Bavarian Nordic A/S. Liz has a degree in Engineering  and Technical Management and an MBA in Finance.  External appointments  Board Member and Chair of the Compensation Committee, BioMarin Pharmaceutical, Inc; Board  Member and Chair of the Compensation Committee, Revolution Medicines, Inc; Board Member  and Chair of the Nominations & Governance Committee, Insmed, Inc; Trustee and Chair of the  Business Development Committee, The Wistar Institute; Director and Chair of the Compensation  Committee, Aro Biotherapeutics Company, a private company. |
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| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| The Board continued | | | | | | | | | | | |

|  |  |
| --- | --- |
|  |  |
| Charles Bancroft  Senior Independent Non-Executive Director  Age:  66  Nationality: American  Appointed: 1 May 2020  Senior Independent Non-Executive Director  from 18 July 2022 | Skills and experience  Charlie has a wealth of financial and management experience in global biopharma.  Charlie retired from a successful career at Bristol Myers Squibb (BMS) in March 2020 where he  held a number of leadership roles in commercial, strategy and finance. Beginning his career at  BMS in 1984, he held positions of increasing responsibility within the finance organisation and  had commercial operational responsibility for Latin America, Middle East, Africa, Canada,  Japan and several Pacific Rim countries. He was appointed Chief Financial Officer in 2010,  Chief Financial Officer and Executive Vice President, Global Business Operations in 2016 and  Executive Vice President and Head of Integration and Strategy & Business Development in 2019.  As Chief Financial Officer, Charlie had line management responsibility for Information  Technology, including cyber security. Charlie successfully steered BMS through a period of  strategic transformation, including its $74 billion acquisition of Celgene. Charlie also served as  a member of the Board of Colgate-Palmolive Company from 2017 until 2020 and as an advisor  at Patent Protection Research from 2024 until 2025.  External appointments  Board Member, Kodiak Sciences Inc; Board Member, BioVector Inc; Advisory Board Member,  Drexel University’s LeBow College of Business.  The Board determined that Charlie has recent and relevant financial experience and agreed that  he has the appropriate qualifications and background to be an audit committee financial expert. |
|  |  |
| Dr Hal Barron  Non-Executive Director  Age:  63  Nationality: American  Appointed:  1 January 2018  Chief Scientific Officer and  President, R&D from 1 April 2018  Transitioned to the role of Non-Executive  Director on 1 August 2022 | Skills and experience  Hal has had a distinguished career in biosciences, with a strong track record of research and  development (R&D). He joined the Board of GSK in 2018 as Chief Scientific Officer and President,  R&D, where he brought a new approach to R&D which focused on science related to the immune  system, the use of human genetics and advanced technologies to help identify the next  generation of transformational medicines. In August 2022, he transitioned to a Non-Independent  Non-Executive Director, with additional responsibilities to support R&D.  Before joining GSK, Hal was President, R&D at Calico LLC (California Life Company), an  Alphabet-funded company that uses advanced technologies to increase understanding  of lifespan biology. Hal was previously Executive Vice President, Head of Global Product  Development, and Chief Medical Officer of Roche, responsible for all the products in the  combined portfolio of Roche and Genentech. At Genentech, he was Senior Vice President of  Development and Chief Medical Officer. Hal was a Non-Executive Director and Chair of the  Science & Technology Committee at Juno Therapeutics, Inc until March 2018, when it was  acquired by Celgene Corporation. He previously served as a Non-Executive Board Director  of GRAIL, Inc and an Advisory Board Member of Verily Life Sciences LLC.  External appointments  CEO and Board Co-Chair, Altos Labs Inc; Associate Adjunct Professor, Epidemiology &  Biostatistics, University of California, San Francisco. |
|  |  |
| Dr Anne Beal  Independent Non-Executive Director  Age:  63  Nationality: American  Appointed: 6 May 2021 | Skills and experience  Anne brings extensive healthcare experience to the Board as a physician and entrepreneur  combined with a passion for patient advocacy. She is a recognised health policy expert in the  development of global and national programmes for improving healthcare access for all patient  groups and in ensuring the voice of patients is reflected in research programmes.  Prior to her current roles, Anne spent six years at Harvard Medical School and Massachusetts  General Hospital, where she was an instructor in paediatrics. She has also held leadership roles  at the Commonwealth Fund and the Aetna Foundation. Anne was previously Deputy Executive  Director and Chief Engagement Officer for The Patient-Centered Outcomes Research Institute  in the US and Chief Patient Officer and Global Head of Patient Solutions at Sanofi. In addition,  Anne was previously a member of the Board of Academy Health.  External appointments  Founder and CEO, AbsoluteJOI Skincare; Board Member, Prolacta Bioscience; Board Member,  Omada Health, Inc; Member of Board of Trustees, Brown University. |
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| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| The Board continued | | | | | | | | | | | |

|  |  |
| --- | --- |
|  |  |
| Wendy Becker  Independent Non-Executive Director  Age:  60  Nationality:  American  Appointed:  1 October 2023 | Skills and experience  Wendy is a highly experienced Non-Executive Director and has held significant leadership  positions in a wide range of global businesses in public, private and non-profit sectors. She  possesses a wealth of strategic and consumer marketing expertise in particular across the  technology and life sciences sectors.  Wendy has strong executive management experience, having been Chief Executive Officer  at Jack Wills Limited, Group Chief Marketing Officer at Vodafone Group plc and Partner at  McKinsey & Company. Wendy’s interest in science, healthcare and medical research dates to  her time at McKinsey, where she worked with a range of healthcare clients in the US and Europe.  This was furthered during the years that she served on the Board of Cancer Research UK. More  recently, Wendy spent time as a Non-Executive Director of NHS England and as Chair of the  British Heart Foundation.  Wendy has held several Non-Executive Director roles, among others, as Chair of Logitech  International S.A., Chair of the Remuneration Committees of Great Portland Estates plc and  Ocado Group plc, a member of the Remuneration and Audit Committees of Whitbread plc and  Senior Independent Director and Chair of the Remuneration Committee of Oxford Nanopore  Technologies plc.  Through her current and prior roles in technology companies, Wendy adds to the Board’s  experience in cyber security.  External appointments  Chair of the Board and Chair of the Nominating Committee, Sony Group Corporation; Member  of the governing bodies of the University of Oxford; Trustee, University of Oxford. |
|  |  |
| Dr Harry (Hal) C Dietz  Independent Non-Executive Director  and Scientific & Medical Expert  Age:  67  Nationality: American  Appointed: 1 January 2022 | Skills and experience  Hal brings extensive experience in the field of human genetics which is central to GSK’s approach  to R&D. He is a former President of the American Society of Human Genetics and is recognised  as the world’s leading authority on the genetic disorder known as Marfan Syndrome. He also  brings experience in developing novel therapies, particularly in relation to disease-modifying  treatments for fibrotic and neurodegenerative diseases. In total, Hal has authored 282 original  publications in peer-reviewed journals during his career.  As a physician scientist, he has dedicated his entire career to the care and study of individuals  with heritable connective tissue disorders with primary perturbations of extracellular matrix  homeostasis and function. His lab has identified the genes for many of these conditions, for  which he uses model systems to explain disease mechanisms.  Hal has received many prestigious awards including the Curt Stern Award from the American  Society of Human Genetics, the Colonel Harland Sanders Lifetime Achievement Award in  Medical Genetics, the Taubman Prize for excellence in translational medical science, the  Harrington Prize from the American Society for Clinical Investigation and the Harrington  Discovery Institute, the Pasarow Award in Cardiovascular Research, the InBev-Baillet Latour  Health Prize from Belgium, and the Research Achievement Award from the American Heart  Association.  He is an inductee of the American Society for Clinical Investigation, the American Association  for the Advancement of Science, the Association of American Physicians, the National Academy  of Medicine, and the National Academy of Sciences. Hal was previously an Investigator at the  Howard Hughes Medical Institute.  External appointments  Victor A. McKusick Professor of Paediatrics, Medicine, and Molecular Biology & Genetics in  the Department of Genetic Medicine, The Johns Hopkins University School of Medicine; Non-  Executive Board Director, Altius Institute for Biomedical Sciences; Independent Chair, GSK’s  Human Genetics Scientific Advisory Board. |
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| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
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| The Board continued | | | | | | | | | | | |

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| --- | --- |
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| Dr Jeannie Lee  Independent Non-Executive Director  and Scientific & Medical Expert  Age: 61  Nationality: American  Appointed: 4 March 2024 | Skills and experience  Jeannie is a pioneer in the field of RNA Biology and its application to drug development and  therapeutics. In addition to senior leadership positions held at both Harvard Medical School and  the Massachusetts General Hospital, Jeannie co-founded Translate Bio and Fulcrum  Therapeutics, two biotech companies specialising in RNA and epigenetic therapies.  Jeannie is a Member of the National Academy of Sciences and the National Academy of  Medicine. She is a Harrington Rare Disease Scholar of the Harrington Discovery Institute, a  recipient of the Lurie Prize from the Foundation for the National Institutes of Health, an awardee  of the Centennial Prize from the Genetics Society of America, the 2010 Molecular Biology Prize  and the 2020 Cozzarelli Prize from the National Academy of Sciences, and a Fellow of the  American Association for the Advancement of Science. She has also served on the Board of the  Genetics Society of America.  External appointments  Endowed Chair of Molecular Biology, Vice Chair of Genetics and Professor of Genetics (&  Pathology), Harvard Medical School; Chair of Molecular Biology, Massachusetts General  Hospital; Co-Founder and Consultant, Fulcrum Therapeutics; Scientific Advisory Board member,  Skyhawk Therapeutics, Inc. |
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| Dr Gavin Screaton  Independent Non-Executive Director  and Scientific & Medical Expert  Age: 63  Nationality: British  Appointed: 1 May 2025 | Skills and experience  Gavin was appointed as Independent Non-Executive Director and designated a Scientific &  Medical Expert on 1 May 2025.  Gavin brings deep expertise in immunology and infectious diseases, together with considerable  experience in public health, bringing valuable perspective to the Board. Gavin is currently head of  the world-leading Medical Sciences Division at the University of Oxford and an expert in the field  of immunology and infectious diseases, two areas of science critical to GSK. Gavin is Scientific  Advisor and co-founder of RQ Biotechnology Limited, a biotech company focused on the  development of preventative medicines to provide immunity and protection against viral  infectious diseases.  Prior to his current roles, Gavin was Chair of Medicine at Hammersmith Hospital, Imperial  College, and became Dean of the Faculty of Medicine. His research, which has been supported  by a series of Fellowships awarded by the MRC and Wellcome Trust, has covered a variety of  topics from control of RNA processing and apoptosis to immunology. He is a former Senior  Investigator at the National Institute for Health Research. Gavin is a Fellow of the Academy of  Medical Sciences and the Royal College of Physicians.  External appointments  Head of Medical Sciences Division, University of Oxford; Non-Executive Director, Oxford  University Hospitals NHS Foundation Trust; Trustee, Jenner Vaccine Foundation; Scientific  Advisor and Co-Founder, RQ Biotechnology Limited. |
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| Dr Vishal Sikka  Independent Non-Executive Director  Age: 58  Nationality:  American  Appointed: 18 July 2022 | Skills and experience  Vishal has a distinguished background in technology, particularly in Artificial Intelligence (AI)  and Machine Learning (ML), which are central to GSK’s approach to R&D. He also brings a deep  understanding of cyber security to the Board. He is the founder and CEO of Vianai Systems, Inc,  a Silicon Valley-based company that provides advanced technological software and services in  AI and ML to large enterprises around the world.  Before founding Vianai Systems in 2019, Vishal served as CEO of Infosys Limited, where he led  an innovative strategy to help clients renew existing IT landscapes, using AI/automation, design  thinking and next-generation technologies to transform customer experiences. He also served as  a member of the Executive Board of SAP SE, prior to which he was its Chief Technology Officer,  and also as a Board Member of Oracle Corporation. Vishal has a PhD in AI from Stanford  University and has co-authored several research abstracts related to AI, technology and  database management.  External appointments  Founder and CEO, Vianai Systems, Inc; Member, Supervisory Board, BMW AG; Member of the  Advisory Board of Stanford University's AI Center (Institute for Human-Centered Artificial  Intelligence). |
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| Directors departing during 2025 | | |
| Emma Walmsley | 1 January 2017 to 31 December 2025 | Retired from the Board on 31 December 2025 |
| Jesse Goodman | 1 January 2016 to 7 May 2025 | Retired from the Board on 7 May 2025 |

Independence statement

The Board considers all its Non-Executive Directors who are identified above – except Dr Hal Barron – to be independent after

being assessed against Provision 10 of the Financial Reporting Council's UK Corporate Governance Code (the Code). Dr Barron

was formerly an Executive Director and is therefore not identified as independent in accordance with the Code.

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| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
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| Executive Committee | | | | | | | | | | | |

To support delivery of the CEO’s key priorities the CEO has expanded the GLT membership to provide greater strategic

product insight and operational focus. The Committee was also renamed the Executive Committee (the ExCom). This

change took effect from January 2026. See page 129 for more details on this evolution. The ExCom comprises:

|  |  |
| --- | --- |
|  |  |
|  | Skills and experience |
| Luke Miels  Chief Executive Officer | Luke joined GSK and the Executive Committee in 2017. See Board biographies on pages 109 to 112. |
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| Julie Brown  Chief Financial Officer | Julie joined GSK and the Executive Committee in 2023. See Board biographies on pages 109 to 112. |
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| Lynn Baxter  President, Europe | Lynn joined the Executive Committee in 2026. As President, Europe, she is responsible for the commercial  performance and strategic direction of GSK’s European markets, overseeing a diverse range of medicines  and vaccines across more than 30 countries.  Lynn joined GSK in 2009 where she held senior commercial operational and strategic leadership roles across  Europe, Asia Pacific and Emerging Markets, before becoming SVP Head of Global Product Strategy Vaccines  and then appointed SVP Head of North America at ViiV Healthcare.  Before joining GSK, Lynn held commercial roles of increasing seniority at Roche and Merck & Co., Lynn is  a member of the ViiV Healthcare Board. Lynn holds a Bachelor’s degree from University of Strathclyde. |
|  |  |
| Diana Conrad  Chief People Officer | Diana was appointed Chief People Officer and member of the Executive Committee in April 2019. She was  previously Senior Vice President, HR, Pharmaceuticals R&D from 2016 where she played a key strategic role  as leader of the R&D people and culture agenda to support its transformation.  Diana joined GSK Canada’s HR team in 2000 where she held several roles of increasing responsibility before  becoming Senior Vice President, HR for Consumer Healthcare in 2009.  Prior to joining GSK, she held HR roles in companies including GE Capital, Gennum Corporation and Zenon  Environmental Laboratories. Diana has an Honours Bachelor of Arts from McMaster University in Canada. |
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| Mike Crichton  President, International | Mike joined the Executive Committee in 2026. As President, International he leads commercial growth and  operational excellence across all markets outside the US and Europe, including China and Japan.  Previously at GSK, Mike was Regional President, Greater China and Intercontinental, and previously led GSK’s  Specialty Medicines Therapeutic Area. He joined GSK in 2018.  Before joining GSK, Mike held senior roles at Novartis, AstraZeneca and Roche. Mike holds a Bachelor’s  degree in Chemistry from Bishop’s University. |
|  |  |
| James Ford  SVP & Group General Counsel,  Legal and Compliance | James joined the Executive Committee in 2018, when he was appointed Senior Vice President and Group  General Counsel, later taking responsibility for Compliance, Corporate Security and Investigations in 2021.  He joined GSK in 1995 and has served as General Counsel Consumer Healthcare, General Counsel Global  Pharmaceuticals, Vice President of Corporate Legal and was Acting Head of Global Ethics and Compliance.  Prior to GSK, James was a solicitor at Clifford Chance and DLA.  He holds a law degree from the University of East Anglia and a Diploma in Competition Law from King's  College. He is qualified as a solicitor in England and Wales and is an attorney at the New York State Bar.  James is based in London and has practised law and lived in the US, Singapore and Hong Kong. James was  co-chair of the US-based Civil Justice Reform Group 2019-2022, and is a director of the European General  Counsel Association and the Association of Corporate Counsel. |
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| Dr Mondher Mahjoubi  Chief Patient Officer (CPO) | Mondher joined the Executive Committee in 2026. As Chief Patient Officer he leads the development and  execution of GSK’s global medical strategy, ensuring the scientific integrity and clinical value of GSK’s  medicines and vaccines worldwide. He oversees medical governance, evidence generation and scientific  engagement. He joined GSK in 2024.  Before joining GSK, Mondher was CEO of Innate Pharma, and held senior leadership roles at AstraZeneca,  Genentech, Roche and Sanofi.  Mondher holds an MD from the University of Tunis and completed his medical oncology training at  Institut Gustave Roussy and the University of Paris Sud. |
|  |  |
| Maya Martinez-Davis  President, US | Maya joined the Executive Committee in 2026. She is President, US and leads GSK’s US business, driving  sustainable revenue and profit growth across all therapeutic areas. She joined GSK in 2019.  Prior to GSK, Maya was President, Biopharma Latin America and Global Head of Oncology Franchise  at Merck KGaA, and Regional President, Oncology North America at Pfizer.  She is an Independent Director at Perspective Therapeutics. Maya holds a Bachelor’s degree from Saint Louis  University and a Master’s in Commercial Management and Marketing from IE Business School, Madrid. |
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| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
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| Executive Committee continued | | | | | | | | | | | |

|  |  |
| --- | --- |
|  |  |
|  | Skills and experience |
| Dr Nina Mojas  President, Global Product  Strategy (GPS) | Nina joined the Executive Committee in 2026 when she was appointed President, Global Product Strategy,  responsible for the global commercial strategy, lifecycle management, and market access for GSK’s portfolio  of medicines and vaccines across all therapeutic areas. Nina joined GSK in 2020 as Vice President, Immuno-  Oncology and in 2022 became Senior Vice President, Global Product Strategy Oncology, where she  advanced the oncology portfolio, drove targeted business development, and led the integration of scientific,  commercial, and access functions. In 2024, her remit expanded to include Global Market Access and  Strategic Insights, leading a global team to set new standards for value demonstration and market access.  Before joining GSK, Nina held several senior roles at AstraZeneca, including Vice President, Global Medicine  Lead and Vice President, Oncology Search and Evaluation, and served as Investor Relations Officer at Roche.  Nina holds a PhD in Molecular Biology from the University of Zurich. |
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| Shobie Ramakrishnan  Chief Digital and  Technology Officer | Shobie joined the Executive Committee in 2021. As Chief Digital and Technology Officer, she is responsible  for Technology and Cyber Security at GSK. She joined GSK in 2018 as CDTO for GSK’s Commercial business  and has deep and broad experience in both biotech and hi-tech companies.  Prior to GSK, Shobie held senior technology leadership roles in organisations including AstraZeneca,  Salesforce, Genentech and Roche. She is Board Member Emeritus at SustainableIT.org and was formerly  a member of the board of directors at Remediant and Deliveroo.  Shobie holds a Bachelor’s degree in Electronics Engineering from Vellore Institute of Technology,  University of Madras, India. |
|  |  |
| David Redfern  President, Corporate  Development | David joined the Executive Committee as Chief Strategy Officer in 2008 and is responsible for corporate  development and strategic planning. Previously, he was Senior Vice President, Northern Europe with  responsibility for GSK’s pharmaceutical businesses in that region and, before that, he was Senior Vice  President for Central and Eastern Europe. He joined GSK in 1994. David was appointed Chairman of the  Board of ViiV Healthcare Limited in 2011 and a Non-Executive Director of the Aspen Pharmacare Holdings  Limited Board in 2015.  He has a Bachelor of Science degree from Bristol University and is a Chartered Accountant. |
|  |  |
| Regis Simard  President, Global Supply Chain | Regis joined the Executive Committee in 2018, when he became President, Pharmaceuticals Supply Chain.  He is responsible for the manufacturing and supply of GSK’s medicines and vaccines. In addition, he leads  Quality and Environment, Health, Safety and Sustainability at a corporate level. Regis joined GSK in 2005 as  a Site Director in France, rising to become Senior Vice President of Global Pharmaceuticals Manufacturing  before his current role. Previously, he held senior positions at Sony, Konica Minolta and Tyco Healthcare.  He is a member of the Board of ViiV Healthcare.  He is a mechanical engineer and holds an MBA. |
|  |  |
| Phil Thomson  President, Global Affairs | Phil joined the Executive Committee in 2011. He was appointed President, Global Affairs in 2017, and has  responsibility for the Group’s strategic approach to stakeholder engagement, reputation and policy  development. He joined Glaxo Wellcome as a commercial trainee in 1996.  Phil holds a degree in English, History and Russian Studies from Durham University. |
|  |  |
| Deborah Waterhouse  CEO, ViiV Healthcare  and President,  GSK Global Health | Deborah was appointed to the Executive Committee in January 2020. She has been Chief Executive Officer  of ViiV Healthcare since April 2017 and is also responsible for GSK’s Global Health organisation.  Deborah joined GSK in 1996 and during her time with the company, has held a broad range of senior  leadership roles across both specialty and primary care in the US, Europe and Asia Pacific.  Deborah holds a degree in Economic History and English Literature from the University of Liverpool. |
|  |  |
| Tony Wood  Chief Scientific Officer | Tony was appointed Chief Scientific Officer (CSO), Head of R&D and a member of the Executive Committee  on 1 August 2022. He has significantly transformed the development of novel medicines and vaccines in  areas of high unmet patient need, including through a deep scientific understanding of the immune system,  the application of advanced technologies, and strategic partnering and business development.  He joined GSK from Pfizer in 2017 as Senior Vice President, Medicinal Science and Technology. During his  time at Pfizer, Tony was responsible for the invention of a new antiretroviral medication used to treat HIV  infection. He is a Fellow of the Royal Society, Academy of Medical Sciences, an Honorary Fellow of the Royal  Society of Chemistry (RSC), the highest honour given by the RSC, and a Fellow of the Royal Society of Biology.  Tony has a BSc in chemistry and PhD in organic synthesis from the University of Newcastle, and was a  postdoctoral fellow at Imperial College, London. He is also currently a visiting professor at IMCM Oxford. |
|  |  |

The GLT operated throughout 2025. Emma Walmsley was succeeded as CEO by Luke Miels with effect from the end

of 2025. Sally Jackson stepped down from the ExCom on 8 January 2026.

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| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
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| Chair’s governance statement | | | | | | | | | | | |
|  | | | | | | | | | | | |

![Page_119.jpg]()

The primary focus of the Board’s

discussions in 2025 was centred on

delivering our strategy of driving sustained

value for patients, healthcare systems and

the society at large. GSK’s performance

during the year exemplified the progress we

are currently making in this respect

Sir Jonathan Symonds, Chair

Board evolution

The Board is now four years into GSK’s transition as a pure

biopharma company and on almost every measure, GSK is

now a changed company, and so is the Board. In terms of

the Board, each of my colleagues brings unique expertise

and experience relevant to the company’s mission.

We have the right balance of skills, background and

knowledge to equip us to challenge and support GSK’s

leadership team on performance. Our discussions are

centred on delivering our strategy and value creation, while

driving sustained value for patients, healthcare systems and

society at large. GSK’s performance during 2025 exemplified

the progress we are seeking to make against our strategy.

However, there is still opportunity to be unlocked.

CEO succession process and Board changes

As 2025 drew to a close, GSK turned the page on a

significant chapter. Having led an extensive transformation

of GSK, Emma Walmsley stepped down as CEO at the end

of December and handed over to Luke Miels, previously our

Chief Commercial Officer.

The Board and the Nominations & Corporate Governance

Committee oversaw a comprehensive, multi‑year CEO

succession process to ensure strong leadership continuity

for the company’s long‑term success. Positioning GSK for

the next phase of growth was front of mind as we

embarked on the selection of GSK’s next CEO.

Succession planning has been progressed on an orderly

basis over several years. This included structured

development of internal candidates, providing expanded

leadership roles, increased Board visibility, and regular

meetings with the Chair. Internal candidates also received

coaching from external leaders with deep public company

board and leadership experience. In the most recent phase

of succession, from July 2025, each internal candidate

participated in an intensive, structured evaluation in which

I dedicated many hours to support them.

The Board’s evaluation was underpinned with

independent assessments from Korn Ferry, incorporating

its own external benchmarking framework and a

rigorous inclusive review of external candidates.

Korn Ferry’s industry‑wide scan identified few external

candidates who would fit the Board’s brief.

The internal candidates demonstrated strong leadership

credentials, extensive industry and US market experience

and strong alignment with the company’s strategy and

values. They showed a clear understanding of the

imperatives for the next phase for GSK:

– delivering growth

– accelerating R&D delivery

– strong focus on shareholder value

– embedding scientific and technological leadership across

the business.

– maintaining sector-leadership as a responsible business

The Board unanimously agreed that Luke demonstrated

strong capabilities against the key criteria and was best

positioned to lead the company with a deep understanding

of the levers available within GSK to drive delivery and

generate new options for growth. Details of how Luke has

reshaped his leadership team to support his work are given

in my Nominations & Corporate Governance Report. I look

forward to reporting on Luke’s first year in role in my

statement in the 2026 Annual Report.

In terms of Non-Executive Director succession, we have

reached a period of stability in the Board’s membership and

composition. I reported last year that Dr Jesse Goodman

would step down at the AGM and be succeeded as a

designated scientific expert by Dr Gavin Screaton. Gavin is a

prominent figure in the field of immunology and infectious

diseases, which are key therapy areas for GSK. In addition,

he also leads Oxford University’s Medical Science’s division,

which is major partner in our science efforts. I set out in my

statement last year the process we followed for Gavin’s

selection and appointment.

We continue to monitor the optimum blend of skills needed

by the Board as it and the external environment evolves.

We maintain a skills matrix of the key skills we believe are

important for the Board, to maintain oversight and

challenge to the CEO and executive management in

growing the business for the benefit of patients,

shareholders and our people.

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| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
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| Chair’s governance statement continued | | | | | | | | | | | |

#### Board focus in 2025

The Board, both individually and collectively, has continued to be deeply committed to driving forward GSK's purpose,

strategy and culture to support the creation of long-term shareholder value. During 2025, the Board’s priorities and time

was broadly focused as follows:

![GSK_AR25_Board_Focus_Pipeline_V2.svg]()

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| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
|  | 2021 to 2026 (20%) |  | 2026 to 2031 (50%) |  | Post-2031 (30%) |  |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Financial Performance |  | Pipeline |  | Technology |

Audit & Risk

– Cyber security

– AI Governance

– Responsible Business reporting

– Audit tender process

Science

– Oncology including ADCs

– Vaccines: mRNA and RNA

– Technology (data and platform)

– Business Development

– Scientific principles

– R&D goal approvals and oversight

Corporate Responsibility

– Environmental sustainability goals

– Health impact and climate change

– Responsible Business reporting

Nominations & Corporate

Governance

– Succession planning

– Talent pipeline

Remuneration

– 2024–25 Performance reward

– 2025 Remuneration Policy

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
|  | Shareholder Returns |  | Valuation |  | Communication |

The Board and I are pleased that GSK continues to deliver

consistent robust performance improvements and

enhanced shareholder returns. We are determined to build

on the strong progress seen during 2025. This was reflected

in more tangible market appreciation of the value of our

pipeline and consistent delivery towards our outlooks for

2031. The Board and management’s agendas for 2025

and 2026 remain aligned to support the growth ambitions

to 2031, and the science and technologies that support the

long-term growth of the business beyond 2031. In 2026, the

Board will be spending significantly more time on the period

beyond 2031 and the advanced technologies that will help

shape the industry.

Our first priority for capital remains to invest for growth in

R&D. The revised 2031 Outlook (given at the start of 2025

with the launch of the share buyback programme),

guidance for 2026 and the continued increase in dividend

expectations provided with the 2025 annual results were

reviewed extensively by the Board in the second half of

the year, along with GSK’s longer-term strategic plan.

Executing targeted business development remains a key

focus and activity for the Board. In 2025, the Board and

Science Committee worked alongside Emma and Luke,

in his capacity as Chief Commercial Officer, and the rest

of the executive team to understand the scientific rationale,

competitiveness of the assets under consideration, and the

potential returns and value creation.

Board visits are an important element of both our Board

programme and collective workforce engagement model

as set out on page 122. In March 2025, the Board had a

two-day immersion in our Oncology business with a visit

to our site in Philadelphia, US. This included a panel

discussion with key external stakeholders from the

Oncology community – including key opinion leaders,

healthcare professionals and patients – with a specific

focus on Blenrep. We then concluded with a strategic de-

brief, enabling the Board to debate the insights shared and

the implications for the future success of our Oncology

business and Blenrep in particular.

In October 2025, at the Board’s annual joint Strategy

meeting in Boston with the executive team, there was a

particular spotlight on tech and how it was being harnessed

to support the business and, most particularly, the pipeline.

We heard from an external panel led by the CSO on the

opportunities and threats of health data and applications

of GenAI for R&D and commercial operations. We then

participated in an interactive exhibition with key employees

on the adoption of cutting-edge AI tools across the

business. These tools were already helping to accelerate our

pipeline, improve manufacturing, optimise commercial

performance and enhance productivity.

117

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|  |  |  |  |  |  |  |  |  |  |  |  |
| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Chair’s governance statement continued | | | | | | | | | | | |

R&D progress and tech

As I have stressed, securing our longer-term future will

come from deep sustainable productivity, internally and

externally sourced R&D and smart investment in technology.

Last year’s R&D updates centred on each of our key therapy

areas. We also reviewed therapy area tech and target

discovery. These discussions continue to be supported

and validated by prior deep dives undertaken by the

Science Committee. The Board tracked R&D’s execution

in the late-stage pipeline during the year. This included

delivery of the targeted five major FDA approvals by the

end of the year and seven pivotal trial starts across

respiratory, immunology and inflammation, oncology, HIV

and infectious diseases – a new record for the company.

External environment

The Board also spent time during 2025 navigating the

dynamic global environment but with the clear focus on

delivery of the company’s priorities and the longer term

fundamentals. The Board sought to ensure that innovation

was fairly rewarded in all markets and was accessible to

patients who need it including in our largest market the US.

The Board is looking forward to delivering on GSK’s outlook

with Luke and the executive team, and continues to believe

in the capacity of GSK’s business model, with its R&D focus

and investment in technology capabilities to deliver

medicines for patients, returns for investors, and to help

meet society’s needs now and in the future.

Sir Jonathan Symonds

Chair

4 March 2026

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  |  |  |  |  |
| Financial Reporting Council’s UK Corporate Governance Code (the Code) | | | | |
|  |  |  |  |  |
|  | Financial experience |  | Alignment statement |  |
|  | In accordance with the Financial Reporting Council (FRC)  UK Corporate Governance Code, the Board determined  that Charles Bancroft has recent and relevant financial  experience. It also agreed that he has the appropriate  qualifications and background to be an audit committee  financial expert, as defined by the Sarbanes-Oxley Act of  2002, and has determined that he is independent within  the meaning of the Securities Exchange Act of 1934,  as amended.  Members of the Audit & Risk Committee also have financial  and industry experience, details of which can be found in  their biographies on pages 109 to 112. |  | The Board is pleased to report it was in full alignment with  the provisions of the 2024 UK Corporate Governance Code  (UK Code) in 2025, with the exception of conducting an  external evaluation review of the Board and its committees  (provision 21). The delay in conducting this external review  until the first half of 2026 is explained on page 128. In  addition,the Board’s explanation of how it engages with the  workforce effectively is set out on page 122.  The Board is also pleased to report that it has consistently  applied the principles of the UK Code, as set out on the  pages of this Corporate Governance report. A copy of the  UK Code is available on the FRC’s website at frc.org.uk. |  |
|  |  |  |  |  |

118

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|  |  |  |  |  |  |  |  |  |  |  |  |
| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Corporate governance architecture | | | | | | | | | | | |

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
| Board | | | | | | | |
|  |  |  |  |  |  |  |  |
| CEO  ExCom |  | Nominations  & Corporate  Governance  Committee | Science  Committee | Corporate  Responsibility  Committee | Audit & Risk  Committee | Remuneration  Committee | Chairs’  Committee |

![Board_Focus_Panel.svg]()

Our co rporate governance architecture is a framework designed to improve the Board's effectiveness and to support its oversight of

the Executive Committee (the ExCom - previously the GSK Leadership Team until January 2026) as it delivers the company's

strategy. This framework continues to evolve to support our infrastructure and priorities as a pure biopharma business. GSK’s internal

control and risk management arrangements are integral to our overall corporate governance framework and are described on

pages 63 to 78 and pages 136 and 137.

To ensure the framework is as effective as it can be, it:

– has a clear division of responsibilities for individual and collective Board roles, as described on page 119

– distributes workload to Board committees that have the requisite skills and focus

– has highly committed Board Directors who are motivated to carry out their roles and responsibilities for the success of the company

The Nominations & Corporate Governance Committee periodically reviews this architecture and recommends any changes to the

Board. In 2025, the Committee undertook such a review of the structure to ensure the Board was operating effectively. More details

and the results of this review are set out on page 129.

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| Committee roles | |  | Committee  report  on page |
| Committee | Role and focus | Membership |
| Nominations  & Corporate  Governance | Reviews the structure, size and composition of the Board, including appointment of  members to Board committees. Makes recommendations to the Board as appropriate.  Plans and assesses orderly succession for Executive and Non-Executive Directors and  reviews management's succession plan to ensure its adequacy  Is responsible for overseeing, monitoring and making recommendations to the Board on  corporate governance arrangements. Reviews Board and ExCom conflicts of interest | Sir Jonathan Symonds  (Chair)  Charles Bancroft  Dr Anne Beal  Wendy Becker  Dr Hal Dietz | 129-130 |
|  |  |  |  |
| Science | Supports the Board in its understanding of business development transactions and the key  strategic themes on which the company's R&D strategy is based, by reviewing underlying  scientific assumptions in detail and giving the Board technical assurance. Supports  oversight of R&D-related risks | Dr Hal Dietz (Chair)  Dr Hal Barron  Dr Jeannie Lee  Dr Gavin Screaton | 131-132 |
|  |  |  |  |
| Corporate  Responsibility | Considers GSK's Trust priority and has oversight of our Responsible Business approach  and strategy, performance and reporting. This reflects the most important issues for  responsible and sustainable business growth. Has oversight of the views and interests of  our internal and external stakeholders, and reviews issues that could have a serious impact  on GSK’s business and reputation | Dr Anne Beal (Chair)  Wendy Becker  Dr Jeannie Lee  Dr Gavin Screaton  Dr Vishal Sikka | 132-133 |
|  |  |  |  |
| Audit & Risk | Reviews the financial reporting process, the integrity of the company’s financial statements,  the external and internal audit process, the system of internal control, and the identification  and management of risks such as Information and cyber security, and the company’s  process for monitoring compliance with laws, regulations and ethical codes of practice  Oversees Responsible Business data reporting and assurance. Initiates audit tenders, the  selection and appointment of the external auditor, setting the auditor's remuneration and  overseeing its work | Charles Bancroft (Chair)  Elizabeth Anderson  Wendy Becker | 134-139 |
|  |  |  |  |
| Remuneration | Sets the company’s Remuneration policy having regard to GSK’s workforce remuneration  so that GSK is able to recruit, retain and motivate its executives  Regularly reviews the Remuneration policy to make sure that it is consistent with the  company’s scale and scope of operations, supports the business strategy and growth  plans, is aligned to the wider workforce and helps drive the creation of shareholder value  (The Chair and the CEO are responsible for evaluating and making recommendations to  the Board about remuneration arrangements and policy for the Non-Executive Directors) | Wendy Becker (Chair)  Elizabeth Anderson  Charles Bancroft  Dr Anne Beal | 140-168 |
|  |  |  |  |
| Chairs’ | Acts on behalf of the Board between its scheduled meetings to take decisions on urgent  matters in accordance with matters and authority delegated to it by the Board from time  to time | Sir Jonathan Symonds  (company Chair)  Senior Independent  Director  Board committee Chairs | n/a |
|  |  |  |  |
| Each Board committee has written terms of reference that are approved by the Board and reviewed at least annually to make sure they comply  with the latest legal and regulatory requirements and reflect best practice developments. The terms of reference of each Board committee are  available at gsk.com. | | | |
|  |  |  |  |

![GSK_AR25_Grey_Panels_Commitee_Roles_P118.svg]()

119

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| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Corporate governance architecture continued | | | | | | | | | | | |

![GSK_AR25_Corp_Gov_Leadership.jpg]()

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  |  |  |
|  | Leadership  Chair  Jonathan Symonds  – leads and manages the business of the Board  – provides direction and focus  – makes sure there is a clear structure for the Board  and its committees to enable them to operate  effectively  – maintains a dialogue with shareholders about the  governance of the company  – sets the Board agenda and ensures sufficient time is  allocated to promote effective debate and sound  decision-making  – makes sure the Board receives accurate, timely and  clear information  – meets regularly with each Non-Executive Director to  discuss individual contributions, performance and  training and development needs  – shares peer feedback as part of the Board evaluation  process  – meets regularly with all the Non-Executive Directors  independently of the Executive Directors  The Chair’s role description is available at gsk.com  Chief Executive Officer  Luke Miels  – manages the Group and its business  – develops the Group’s strategic direction for the  Board's consideration and approval  – implements the agreed strategy  – is supported by the ExCom  – maintains a continuous dialogue with shareholders  about the company’s performance  The Chief Executive Officer’s role description is available  at gsk.com |  |

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  |  |  |
|  | Independent oversight and rigorous  challenge  Senior Independent Non-Executive Director  Charles Bancroft  – acts as a sounding board for the Chair and a trusted  intermediary for other Directors  – together with the Non-Executive Directors, leads the  annual review of the Chair’s performance, taking into  account the views of the Executive Directors  – discusses the results of the Chair’s effectiveness  review with the Chair  – leads the search and appointment process and  makes the recommendation to the Board for a new  Chair  – acts as an additional point of contact for  shareholders and maintains an understanding of their  issues and concerns through meetings with  shareholders and briefings from the Company  Secretary and Investor Relations  The Senior Independent Non-Executive Director’s role  description is available at gsk.com  Non-Executive Directors  – provide a strong independent element to the Board  – constructively support and challenge management  and scrutinise its performance in achieving agreed  deliverables  – shape proposals about strategy and offer specialist  advice to management  – each has a letter of appointment setting out the  terms and conditions of their directorship  – devote such time as is necessary to properly carry out  their duties  – are expected to attend all meetings as required  The Non-Executive Directors' role description is available  at gsk.com |  |

|  |  |
| --- | --- |
|  |  |
| Company Secretary  Victoria Whyte | – secretary to the Board and all Board committees  – supports the Board and Committee Chairs to plan agendas and annual programmes  – ensures information is made available to Board members in a timely fashion  – supports the Chair to design and deliver Board inductions  – coordinates continuing business awareness and training for the Non-Executive Directors  – undertakes internal Board and committee evaluations at the Chair's request  – advises the Directors on Board practice and procedures and corporate governance matters  – chairs the Group's Disclosure Committee  – operates a Board-approved appointments policy that reflects the Board and external  appointment requirements of the UK Code  – is a point of contact for shareholders on all corporate governance matters |

120

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| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
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| Corporate governance architecture continued | | | | | | | | | | | |

#### 2025Board and committee meeting attendance

The following table sets out attendance of Board and committee meetings held during 2025:

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  | Board |  | Chairs’ |  | Nominations  & Corporate  Governance |  | Science |  | Corporate  Responsibility |  | Audit & Risk |  | Remuneration |
| Total number of routine meetings |  | 6 |  | 2 |  | 2 |  | 3 |  | 4 |  | 6 |  | 3 |
| Current members |  | Attended |  | Attended |  | Attended |  | Attended |  | Attended |  | Attended |  | Attended |
| Sir Jonathan Symonds |  | 6 |  | 2 |  | 2 |  |  |  |  |  |  |  |  |
| Emma Walmsley |  | 6 |  |  |  |  |  |  |  |  |  |  |  |  |
| Julie Brown |  | 6 |  |  |  |  |  |  |  |  |  |  |  |  |
| Elizabeth McKee Anderson |  | 6 |  |  |  |  |  |  |  |  |  | 6 |  | 3 |
| Charles Bancroft |  | 6 |  | 2 |  | 2 |  |  |  |  |  | 6 |  | 3 |
| Dr Hal Barron |  | 6 |  |  |  |  |  | 3 |  |  |  |  |  |  |
| Dr Anne Beal |  | 6 |  | 2 |  | 2 |  |  |  | 4 |  |  |  | 3 |
| Wendy Becker |  | 6 |  | 2 |  | 2 |  |  |  | 4 |  | 6 |  | 3 |
| Dr Hal Dietz |  | 6 |  | 2 |  | 2 |  | 3 |  |  |  |  |  |  |
| Dr Jeannie Lee |  | 6 |  |  |  |  |  | 3 |  | 4 |  |  |  |  |
| Dr Gavin Screaton (from 1 May 2025) |  | 4 (4) |  |  |  |  |  | 2 (2) |  | 4 |  |  |  |  |
| Dr Vishal Sikka |  | 6 |  |  |  |  |  |  |  | 4 |  |  |  |  |
| Retired members |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| Dr Jesse Goodman (until 7 May 2025) |  | 3 (3) |  |  |  |  |  | 1 (1) |  | 1 (1) |  |  |  |  |
| Number of additional meetings |  | 8 |  | — |  | 5 |  | 2 |  | 1 |  | 3 |  | 4 |
| Dr Gavin Screaton joined the Board in May 2025. In his first year as a Director, he attended all meetings. Dr Goodman retired from the Board on 7  May 2025.  For those Directors who served for part of the year, the numbers in brackets show the number of meetings they were eligible to attend. Details of  committee members’ skills and experience are included in their biographies on pages 109 to 112. | | | | | | | | | | | | | | |

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  |  |  |
|  | Board Appointments policy  All our Non-Executive Directors are expected to devote such time as is necessary for the performance of their duties. Each  Director is required to attend a minimum of 75% of scheduled Board and committee meetings. However, we recognise that  there may be rare occasions when this is not possible. Special allowance is also given during the first year of Board  membership while calendars are aligned.  Our Board Directors’ external appointments are governed by a Board-approved policy. External appointments can help  Board and ExCom members widen their expertise and knowledge, and perform their roles more effectively. When proposing a  new Non-Executive Director appointment to the Board for approval, the Board considers the other demands on the  individual’s time. Before being appointed to the Board, an individual is required to disclose the significant commitments they  may have, with an indication of the time involved.  The Board considers and approves all additional external appointments for serving Directors, noting the nature of the role  and type of organisation, time commitment and any potential conflicts that could arise.  The Company Secretary maintains a Register of Potential Conflict Authorisations. The Board is satisfied that, given Directors’  other interests, each has sufficient time to carry out their GSK role. Our Executive and Non-Executive Directors may undertake  a maximum of one and up to four other listed-company directorships respectively. |  |
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| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
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| Board activities | | | | | | | | | | | |

|  |
| --- |
|  |
| Engagement |

#### Prioritising continual engagement

Our stakeholders rightly have high expectations of us, and our

dynamic operating environment presents many challenges and

opportunities. As a Board, we aim to balance our commercial

success with our stakeholders’ expectations, upholding our

reputation, maintaining our licence to operate and building

trust. We engage with, or are briefed about, our stakeholders'

views to make sure we identify and respond to their

expectations effectively and appropriately.

How we engage with our main stakeholder groups – including

patients, shareholders, customers and our people – is set out in

the pages of the Strategic report.

Patients and our people are the heart of our culture. Our people

are accountable for outcomes and are committed to doing the

right thing. Our culture is also described on pages 59 to 61 of

the Strategic report.

The influence and importance of different stakeholder groups

can vary, depending on the matter being considered. Certain

stakeholders’ interests can be in conflict, meaning that we, as a

Board, need to make balanced judgements.

Continual stakeholder engagement and feedback helps us

identify emerging issues. It also enables us to make decisions in

the context of what is relevant and important to each of them.

Our principal Board committees, and the ExCom members,

undertake engagement on the Board’s behalf according to

their remit. This means that they can build a detailed

understanding of how our actions or plans are affecting or

might affect stakeholders. These insights are then shared with

the Board.

In particular, the Board receives briefings on stakeholders’

perspectives from the work of the Corporate Responsibility

Committee, which is discussed on pages 132 and 133.

Board members regularly receive:

– the CEO’s Board report including progress against our

internal plans

– a specific external stakeholder insights update. This provides

strategic insights based on an analysis of key developments,

achievements and risks affecting our reputation and the

perceptions of all our external stakeholders

– a regular investor relations report, which summarises investor

perceptions

– regular corporate governance, litigation and regulatory

updates

The Board also learns of stakeholders’ views through:

Engagement and feedback events: such as quarterly investor

results calls, the Annual General Meeting, employee survey

reports, the Board’s workforce engagement activities, and from

experts presenting at Board or committee meetings. The Chair

also holds regular investor check-in meetings, which the Senior

Independent Non-Executive Director (SID), Charles Bancroft,

sometimes joins. The SID and the Chair are both available for

individual meetings with investors.

Other opportunities: Board members also receive wider

stakeholder views during the Annual Strategy meeting with the

ExCom, as part of the yearly review of strategy, long-range

forecast and planning processes. This also includes a review of

specific aspects of the company’s policies or strategy.

In addition, Board members are encouraged to meet

individually with employees, shareholders and other key

stakeholders during their induction, and then on an ongoing

basis. They are expected to report to the Board on such

experiences where relevant and material.

#### Engaging with our shareholders

As a Board, we aim to directly engage with, and be directly

accountable to, institutional investors and private retail

shareholders. We do this in several ways, including regular

communications, Governance Meetings, our Annual General

Meeting, and through the work of our Investor Relations team,

the Chair, Jonathan Symonds, and our Company Secretary,

Victoria Whyte. Our SID, Charles Bancroft, is another point of

contact for our shareholders.

Each quarter in 2025, our outgoing CEO, Emma Walmsley, and

the continuing CFO, Julie Brown, gave results presentations to

institutional investors, analysts and the media by webcast. They

were also regularly joined by the Chief Scientific Officer, the

former Chief Commercial Officer (Luke Miels, our current CEO),

and the CEO, ViiV Healthcare and President, Global Health,

GSK. They were able to provide investors with more detailed

insights into their specific areas of responsibility.

Through regular meetings, our CEO and CFO each have an

ongoing and active dialogue with institutional shareholders

about the company's performance, plans and objectives. In

2025:

– CEO (Emma Walmsley): 51 engagements, representing 43%

of the company's issued share capital

– CFO (Julie Brown): 94 engagements, representing 45% of the

company’s issued share capital

Our Chair maintains a consistent dialogue with shareholders

too – including fund and portfolio managers – and regularly

engages with governance and sustainability professionals.

During 2025, and up to the date of publication of this Annual

Report, Jon held 44 individual meetings with a range of

institutional shareholders and associated industry stakeholders,

and met or corresponded with shareholders that make up over

40% of the company’s share capital. This enables him to gain a

current understanding of shareholders' views, insights and

perspectives of the company, which he shares with the Board.

He also discusses the continual evolution of the many aspects

of Board governance, performance oversight and succession.

122

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|  |  |  |  |  |  |  |  |  |  |  |  |
| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Board activities continued | | | | | | | | | | | |

Governance event

We usually hold a governance event at the end of each year in

central London with institutional shareholders, key investment

industry bodies and proxy advisory firms, at which our Chair, SID

and each of our committee Chairs discuss particular areas of

corporate governance, including Board oversight of strategy,

succession, responsible business and remuneration issues.

The 2025 governance event was deferred to the first half of

2026, because the CEO succession process had just been

concluded. It is due to be held before the end of March 2026.

This will enable us to share more details of progress against the

Board’s ambition and the new CEO’s priorities as the company

moves to the next phase of its development, based on strategic

execution to deliver growth. Details of this key investor

engagement event will be included in the company’s 2026

Annual Report.

Annual General Meeting

We were pleased to hold the company's 2025 AGM at the

Landmark Hotel for shareholders to attend in person or virtually

(a hybrid meeting). We welcomed 130 shareholders in person

and 25 shareholders virtually via the Lumi platform to watch

and hear updates from our Chair and the CEO, ask questions

and to vote. Our shareholders approved all resolutions, with

majorities ranging from 92% to 99%.

Our hybrid AGM will be held in May 2026 at the Royal Marriott

Hotel in central London, which is located near our new global

headquarters. For more details see page 308.

#### Engaging with our people

We have well-established and strong engagement mechanisms

with our employees, which the Board monitors regularly. These

engagement mechanisms are described on pages 59 to 61. The

Board uses several key governance channels to understand

what people are thinking, how the company's culture is

embedding across the organisation and to inform any

adjustments needed, including:

– regular Board updates from our Chief People Officer and the

CEO on culture and talent (see pages 59 to 61 for more

details on our culture and people)

– in October, the Board participated in a panel session with the

ExCom on future talent culture at our annual joint strategy

meeting

– feedback from our regular employee engagement surveys,

which include questions on engagement, confidence and

inclusivity

– a range of pulse surveys of different-sized employee groups

to help check sentiment on a quicker and more frequent

basis, and to provide valuable insights on the impact of major

initiatives, events or communications

– direct engagement with employees by the Board

Workforce engagement: We apply an ‘alternative arrangement’

to the three workforce engagement methods set out in the UK

Code.

When the Board was refreshed in terms of tenure, with a

renewed purpose and focus as a global biopharma company, it

was considered important to adopt a collective Board

engagement model in 2022. The Board continues to agree this

to be the most effective approach to ensure it hears employees’

views directly.

The model operated effectively in 2025 through:

– in-person engagement events with local employees during

Board site visits, including in Philadelphia (Pennsylvania, US)

and our global headquarters in central London

– the Chair's site visits, including to Upper Providence

(Pennsylvania, US) and Stevenage (UK)

– the Chair's attendance at management meetings, including

in the UAE, China and Saudi Arabia

– the Chair and Corporate Responsibility Committee Chair

organising and attending ongoing meetings with leaders of

our Employee Resource Groups (ERGs) to talk about how

they experience GSK, and to hear their suggestions to

enhance support and ensure that we meet the needs of all

our employees so they can do their best work for GSK

– a variety of bespoke engagements that have enabled a

broad and open dialogue and facilitated first-hand

engagement discussions between the Non-Executive

Directors and our people individually and as part of small

groups, encompassing perspectives on our strategy, purpose

and Ahead Together culture

123

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| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Board activities continued | | | | | | | | | | | |

|  |
| --- |
|  |
| 2025 Meeting programme |

To work  in the most effective way, the Board's annual meeting programme focuses on delivering our short-, medium- and long-term

strategy. The Board meeting programme is completely aligned with the Board committees’ and management’s agendas, with a

clear focus on these three strategic time periods, which we communicate on: financial performance to 2026, pipeline progress and

business development to support our growth ambitions to 2031, and the science and technologies that support growth beyond 2031.

During the year, the overriding focus of the Board’s work was on building confidence in our growth outlooks  to 2031. In 2026, the

Board will spend more time on our strategy beyond 2031. The Board also focused on ensuring a successful CEO succession

transition in the second half of the year.

In support of this work, the Board received papers and presentations and discussed progress with management and our people on

the key areas of focus set out below. These materials and discussions help the Board make effective decisions, contribute to its

oversight of business performance and ensure good governance.

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| Areas of focus in 2025 |  |  | |
| Execution of long-term  strategy |  | Overseeing GSK as a pure biopharma business and delivery of our 2031 Outlooks and beyond included: | |
|  | – setting and approving the Board's 2025 and 2026 priorities | |
|  | – scrutinising updates on R&D strategy and progress, and progression of our pipeline | |
|  | – reviewing progress on science and technology ambitions, including AI adoption plans | |
|  | – reviewing the critical role and ambitions for our global supply chain, including platform technologies | |
|  | – discussing our overall commercial strategy | |
|  | – CEO succession — conclusion of a planned and structured succession process with the appointment of Luke Miels  as CEO Designate | |
|  |  |  |  |
| Strengthening of  business model |  | Overseeing the fundamentals of commercial execution, cost-base management, capital allocation, pipeline and culture  included: | |
|  | – receiving regular reports from the CEO, CFO and CSO, including the assessment of delivery of performance targets | |
|  | – assessing the product area strategy reports on Specialty Medicines, Vaccines and General Medicines | |
|  | – reviewing progress against guidance for 2025 and setting 2026 guidance | |
|  | – reviewing GSK's capital allocation priorities to ensure investment for growth to deliver improved returns for  shareholders | |
|  | – instigating a £2 billion share buyback programme | |
|  | – evaluating business development transactions, acquisitions and strategic partnerships with third parties including  but not limited to, ABL Bio, Hengrui Pharma, Boston Pharmaceuticals, IDRx and Syndivia | |
|  | – scrutinising the Group's financial performance, shareholder value creation and progress against the Investor  Relations Roadmap | |
|  |  |  |  |
| Enhancing  Responsible Business  leadership |  | Overseeing culture and embedding Responsible Business included: | |
|  | – receiving a progress update on the approach to the double materiality assessment, reviewed by the Audit & Risk and  Corporate Responsibility committees | |
|  | – reviewing progress against GSK future talent and leadership initiatives | |
|  | – approving the Responsible Business Performance Report | |
|  | – reviewing stakeholder perception research | |
|  |  |  |  |
| Regular oversight of  corporate governance |  | The Board’s programme of governance included: | |
|  | – reviewing the quarterly financial results, dividend proposals, earnings guidance, investor materials, results  announcements and 2024 Annual Report and Form 20F, and receiving related reports from the external auditor | |
|  | – setting the annual budget and the forward-looking three-year plan and long-range forecast | |
|  | – conducting an annual review of the enterprise risk responsibility framework and enterprise-wide risks | |
|  | – receiving reports on Board committee work and reviewing and continuing to evolve the Board’s governance  architecture | |
|  | – evaluating the outgoing CEO’s 2025 performance, and setting the new CEO’s 2026 objectives | |
|  | – reviewing culture, talent and succession plans | |
|  | – engaging with our stakeholders and people to gather and understand their views about our activities, operations and  culture | |
|  | – reviewing employee survey results | |
|  | – receiving reports on wider corporate governance and regulatory developments, and the Company Secretary’s reports | |
|  | – approving the company's modern slavery statement and gender pay gap positioning | |
|  |  |  |  |

124

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| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Board activities continued | | | | | | | | | | | |

|  |
| --- |
|  |
| Decision-making in 2025 |

#### Section 172, Companies Act 2026 statement

Board members are required by law to promote the success of their company for the benefit of shareholders while having regard for

other section 172 factors as set out below. This statement meets the requirement, as set out in section 172 and section 414CZA of the

Companies Act 2006 (Act). It summarises how, during 2025, our Directors addressed the matters set out in section 172(1) (a) to (f) of

the Act when performing their duties.

The Board considers that this statement focuses on those risks and opportunities that are strategically important to GSK, consistent

with the Group’s size and complexity. This allows it to properly understand the potential effects of the decisions it makes on all

stakeholders.

The details of our engagement with the main stakeholder groups, including our patients, shareholders, consumers, customers and

employees across the organisation, is summarised generally throughout the pages of our Strategic report. The Board's continual

engagement with the company's shareholders and people is set out on pages 121 to 127. Our corporate governance architecture

and processes are summarised on pages 118 to 120.

The Board seeks to consider all relevant matters when making decisions, most especially when these are to continue to drive

performance and momentum for GSK into the future.

|  |
| --- |
|  |
| (a) Long-term results |

The likely consequences of any decision in the long term

When making decisions about long-term proposals, the Board

reviews papers and other information and comments on how it:

– fits with, strengthens or otherwise affects the business

strategy and budget and the three-year plan, if relevant

– is aligned with our Ahead Together ambition and outlooks

To make sure the Board can consider all factors when making

decisions, it is also informed of:

– success and risk factors

– alternatives considered, if appropriate

– the rationale for the proposed choice

– any relevant stakeholder impacts of the proposal, whether

positive and/or negative

Papers and information relevant to this duty are normally

submitted by the CEO; CFO; Chief Scientific Officer; Chief

Commercial Officer; President, Corporate Development;

President, Global Affairs; or other ExCom members and/or their

direct reports for input, challenge and decision or awareness by

the Directors.

Matters considered by our Directors include:

– pipeline progression reviews

– budget planning

– capital allocation priorities, including for R&D, business

development, our dividend policy and the instigation of a

share buyback programme

– commercial reviews (Specialty Medicines, General Medicines

and Vaccines)

– Responsible Business ambitions, including our six focus areas

For more details, see our purpose, strategy and culture, and

business model disclosures on pages 1 to 3.

|  |
| --- |
|  |
| (b) Our workforce |

Interests of our people

Our Directors understand that our people are at the core of our

Ahead Together ambition, helping to power our purpose,

delivering on our strategy, and seeking to create and oversee

an environment at GSK in which outstanding people can thrive.

A positive employee experience is critical to attract, retain and

motivate the best people.

Papers/information relevant to this duty are normally submitted

to the Board by the Chief People Officer or Head of Reward for

input, challenge and decision or awareness by our Directors.

Matters considered by our Directors include:

– culture progress

– talent pipeline

– gender pay gap data, trends and reporting

– employee engagement practices and feedback

– health and safety risks

– pay fairness and benefits

– performance with choice and the workplace environment

For more details, see our culture and people, inclusion and

engaging with our people disclosures on pages 59 to 61, 55 and

122.

125

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| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
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| Board activities continued | | | | | | | | | | | |

|  |
| --- |
|  |
| (c) Our business relationships |

The importance of developing the Group’s business relationships with suppliers, customers and others

Patients are at the heart of our purpose and culture. We are

ambitious for patients, accountable for our impact and doing

the right thing.

Our suppliers and other key stakeholders – including

governments, NGOs, healthcare authorities, healthcare

professionals, R&D joint venture partners, affiliate companies

and others – help us research, develop, manufacture, regulate,

provide access to and distribute the medicines, vaccines and

other products that patients need.

One of our Board's key imperatives is to make sure we develop

and monitor these relationships so that we can properly serve

patients. In line with our Code of Conduct, our suppliers are

expected to meet our anti-bribery and corruption and labour

rights standards and to comply with our standards on quality,

health and safety, and the environment. In helping to foster

good relations with suppliers, we offer preferential payment

terms to designated smaller suppliers in the UK and US.

Papers and information relevant to this duty are normally

submitted by the CEO; CFO; President, Global Supply Chain;

Chief Commercial Officer; Chief Scientific Officer and President,

Global Affairs and/or their direct reports for input, challenge

and decision or awareness by our Directors.

Matters considered by our Directors include:

– access to healthcare

– ethical standards

– global health, health security and climate impacts

– human rights

– Modern Slavery Act statement

– product governance

– scientific and patient engagement

– supplier payment policy

– third-party risk management programme

– working with third parties policy

For more details, see our Responsible Business disclosures on

pages 47 to 58.

|  |
| --- |
|  |
| (d) The community and the environment |

The impact of the Group’s operations on the community and our environment

The environment is one of our principal Responsible Business

focus areas. It is embedded in our strategy and fundamental to

our success. To get ahead of disease and achieve long-term

success, we recognise that we need to consider Responsible

Business impacts across everything we do. This extends from

the lab to patients, by taking action on climate and nature.

Our manufacturing sites have a key role in our contribution to a

net zero, nature-positive, healthier planet, and environmental

sustainability is a fundamental part of our global supply chain

strategy. Supplier action will in turn help us achieve our

environmental goals on climate and nature. This is embodied in

our Sustainable Procurement Programme, which has seen our

suppliers take action on carbon, power, heat, transport, water,

waste, and sustainable, deforestation-free sourcing of materials

in support of our environmental sustainability goals.

We believe GSK should be supportive of the local communities

that we serve. We are strengthening education investments to

support long-term talent pools and increasing the positive

impact of volunteering activities within our communities. We are

also investing in plans to improve natural habitats, protect

biodiversity and improve soil and water quality near our

manufacturing sites.

Papers and information relevant to this duty are normally

submitted by the President, Global Affairs; President, Global

Supply Chain; Chief People Officer; CEO, ViiV Healthcare; and

President, Global Health, GSK and/or their direct reports for

input, challenge and decision or awareness by our Directors.

Matters considered by our Directors include:

– community investment and donations policy

– clinical trial diversity planning and enrolment

– environment, net zero and nature-positive goals

– environment, health and safety risks

– emerging climate and environmental legislative/regulatory

reviews

– global health, health security and climate impacts

For more details, see our Responsible Business and climate and

nature-related financial disclosures on pages 47 to 58 and 69

to 76.

126

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| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Board activities continued | | | | | | | | | | | |

|  |
| --- |
|  |
| (e) Our reputation |

Our desire to maintain our reputation for high standards of business conduct

GSK seeks to be a force for good, with ambitious targets for

positive impact on the health of people, society and the planet.

The company manages risks effectively, takes action if things

go wrong and seeks to respect human rights. Our Board

regularly reviews the frameworks underpinning our standards of

business, including our Code of Conduct, a range of policies

and standards, and our corporate governance arrangements.

Papers and information relevant to this duty are normally

submitted by the CEO; CFO; General Counsel; Chief

Commercial Officer; President, Global Affairs; Chief People

Officer; Chief Digital and Technology Officer; Chief Compliance

Officer; the Company Secretary; and Head of Audit &

Assurance for input, challenge and decision or awareness by

our Directors.

Matters considered by our Directors include:

– Audit & Assurance plan and performance against it

– Code of Conduct

– corporate and financial statements

– corporate governance and regulatory updates

– enterprise risk assessments

– human rights

– Modern Slavery Act statement

– Responsible Business ambitions, including our six focus areas

– emerging Responsible Business legislative/regulatory reviews

– internal control and risk effectiveness reviews

– Speak Up and internal investigations

For more details, see our Responsible Business and corporate

governance architecture disclosures on pages 47 to 58 and 118

to 120, and our separate Responsible Business Performance

Report.

|  |
| --- |
|  |
| (f) Fairness between our shareholders |

Our aim to act fairly between members of the Group

Our Directors seek to act fairly between the interests of all

shareholders – both major and retail shareholders alike. There is

regular and constructive dialogue with shareholders to

communicate our strategy and performance, to listen to

investor views and perspectives, promote investor confidence,

ensure our continued access to capital and inform our

Directors' decision-making on strategic matters. Our Board

navigates and weighs up a range of shareholder opinions to

make decisions that support the long-term success of GSK.

Papers and information relevant to this duty are normally

submitted by the CEO; CFO; President, Global Affairs; Head of

Investor Relations; and the Company Secretary for input,

challenge and decision or awareness by our Directors.

Matters considered by our Directors include:

– Annual General Meeting

– Governance Meeting

– Meet the management events

– Group and individual Director shareholder meetings

– investor and analysts perception surveys

– investor relations annual plan

– Remuneration policy proposals

For more details, see our shareholder engagement and

shareholder information disclosures on pages 121 and 122, and

306 to 324.

127

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| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Board activities continued | | | | | | | | | | | |

#### Key decisionsin 2025

In its decision-making, the Board focuses on GSK's priorities as a pure biopharma company with strong momentum and big

ambitions, while balancing the interests of our stakeholders. We are aware that outcomes may not cystallise as expected and that

not all decisions may have immediate available outcomes. We reported last year on the process which concluded in Q1 2025 with

an update to our 2031 Outlooks (with total sales now expected to be more than £40 billion) and the initiation of a share buyback

programme. See page 131 of the 2024 Annual Report for more details. Examples of some of the key decisions taken by either the

Board or its committees to drive our purpose, momentum and strategy included:

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
|  | Decision |  | How the Board/Committee considered stakeholder interests |  | Stakeholder groups and other  section 172 duties considered |
|  | CEO succession  The Board approved a  recommendation from the  Nominations & Corporate  Governance Committee to  appoint a new CEO |  | The Board appointed Luke Miels as CEO Designate during the year, following a  comprehensive, structured succession process. The Board considered continuity  of leadership and cultural alignment alongside the need to position the  company for its next phase of delivery and growth. Luke’s experience in global  biopharma markets and his contribution to advancing the medicines portfolio  and commercial performance were key considerations. Luke assumed full CEO  responsibilities on 1 January 2026  The Board, through the Remuneration Committee, also reviewed remuneration  arrangements to support leadership continuity and market competitiveness,  ensuring alignment with the approved Directors’ remuneration policy.  Stakeholder engagement expectations, including those of employees, investors,  patients and regulators, were taken into account, alongside maintaining  operational stability and organisational confidence |  | Stakeholders: Employees,  shareholders and investors,  patients and healthcare  partners, governments and  regulators  Other section 172 duties:  Long-term strategic  leadership continuity,  reputation and culture,  workforce stability, succession  planning and governance  oversight |
|  |  |  |  |  |  |
|  |  |  |  |  |  |
|  | Business development  The Science Committee  considered the scientific  merits of business  development opportunities  and, where relevant, of  commercial reviews of late-  stage assets were  undertaken, before the  Board's review and approval |  | The Board, with support from the Science Committee and commercial reviews  for late-stage assets, reviewed many business development opportunities during  the year. Those leading to concluded transactions included:  – Agreed to develop potential best-in-class PDE3/4 inhibitor in clinical  development for the treatment of COPD, with Hengrui Pharma. The  transaction also included agreements for an additional 11 programmes to be  developed by Hengrui Pharma and optioned by GSK following phase I  completion, across RI&I as well as Oncology  – Acquisition of efimosfermin alfa from Boston Pharmaceuticals, an  investigational specialty medicine aimed at treating and preventing  steatotic liver disease  – Grant of exclusive worldwide rights from Syndivia to develop and  commercialise a preclinical ADC for mCRPC prostate cancer  These deals were considered in the context of their potential to deliver  transformational medicines to patients and drive growth by accelerating our  pipeline |  | Stakeholders: Patients,  employees and  investors  Other section 172 duties:  Long-term results, workforce  and business relationships |
|  |  |  |  |  |  |
|  |  |  |  |  |  |
|  | US investment  The Board reviewed and  approved a multi-year  investment programme in the  US |  | The Board reviewed and approved a multi-year investment programme  committing to expand R&D, clinical development and advanced biopharma  manufacturing capabilities in the US. The Board considered the decision in the  context of long-term growth, strategic pipeline needs and global supply chain  resilience. In reaching its decision, the Board evaluated management’s analysis  of expected scientific, operational and financial outcomes, including the  potential to accelerate innovation in respiratory disease, oncology and other  priority therapeutic areas. The Board also reviewed the proposed allocation of  capital, including a planned $1.2 billion investment in next-generation biologics  manufacturing, AI and digital technologies, and the construction of a new  biologics ‘flex’ facility in Pennsylvania  Broader considerations included stakeholder engagement insights, anticipated  job creation in high-skilled roles, regulatory expectations and US clinical trial  capacity. The Board confirmed governance, implementation sequencing and  assurance mechanisms to monitor capital deployment, execution risk and value  delivery throughout the five-year investment period |  | Stakeholders: Patients,  healthcare providers,  investors, employees,  governments and regulators,  partners and suppliers  Other section 172 duties:  Long-term value creation,  innovation leadership, the  community, workforce  development, supply chain  resilience, and broader  societal and economic  impact |
|  |  |  |  |  |  |
|  |  |  |  |  |  |
|  | Most Favoured Nation  (MFN) pricing  agreement  The Board reviewed and  agreed the MFN deal  reached with the US  Administration |  | The Board reviewed and endorsed the agreement for GSK and ViiV Healthcare,  that addressed the four substantive policy elements included in  the US  Administration’s Executive Order on MFN pricing issued in May 2025. The Board  was pleased that the agreement focused on our respiratory portfolio (particularly  with the Direct To Patient and Medicaid components), where we have the most  significant patient reach and impact and further strengthened our relationship  with the US Administration |  | Stakeholders: Patients,  healthcare providers,  governments and regulators,  investors, partners and  suppliers    Other section 172 duties:  Long-term results,  reputation, business  relationships and broader  societal and economic  impact |
|  |  |  |  |  |  |

128

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| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
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| Board activities continued | | | | | | | | | | | |

|  |
| --- |
|  |
| Board Performance review |

The Board evaluates its performance, and that of its

committees, rigorously every year. The evaluation is normally

carried out externally every third year in line with the new Code.

The most recent external review was facilitated in 2022 by Jan

Hall of No 4, a business advisory company that does not have

any other connection with GSK.

Before proceeding with the CEO succession process in 2025,

the Board took time to assess its performance and ambition for

the next five years and to form a clear picture of what was

required of the next CEO to lead GSK through the delivery of the

Outlooks for 2031 and beyond. Given the depth of this internal

review – before the selection of Luke as GSK’s new CEO – it was

agreed to defer the full Board’s external review until the first half

of 2026, to enable the review to include the new CEO.

#### Areas of focus in 2025

The Board noted the progress made against the actions identified following the internal 2024 Board evaluation, which was carried

out by the SID supported by the Company Secretary. That progress is summarised below.

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  |  |  |
| The Board would continue to be  briefed on the evolution of GSK’s  culture |  | The outgoing CEO provided an update on culture at each Board meeting through her CEO Report. The  Board also receives reports from the Chief People Officer on the ongoing development of GSK’s culture.  The Board obtains its own reassurance on GSK’s culture through its ongoing interaction with employees  and other stakeholders |
|  |  |  |
|  |  |  |
| From 2025, the Board will begin  engaging more frequently with the  participants in GSK’s Enterprise  Leadership Programme |  | The Board has met regularly with participants in GSK’s Enterprise Leadership Programme (ELP). These  interactions are tailored to the talent based near the meeting location or with expertise in the topic areas  under discussion at the meeting  In March, for example, Board members met with talent from the Oncology, Commercial and R&D teams.  In October, Board members met with ELP talent for demonstrations of how AI has been adopted to bring  efficiency across R&D, Supply and Commercial, and to support learning and development for all  employees  Opportunities will continue to be identified for Board members to interact with employees to monitor the  evolution of GSK’s culture |
|  |  |  |
|  |  |  |
| Each Board committee remit and  scope was reviewed to ensure that  they remained appropriate |  | The updated committee remits sought to minimise duplication and streamline each committee’s key  areas of focus  It is expected that the external review of the Board and its committees in the first half of 2026 will provide  another opportunity to evolve the role of the Board’s committees |
|  |  |  |

The Board noted the progress made against the key actions from the 2024 Committee reviews, as follows:

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  |  |  |
| Corporate Responsibility |  | The Committee continued to work in collaboration with the Audit & Risk Committee to monitor progress in  the business against the rapidly evolving reporting requirements externally |
|  |  |  |
|  |  |  |
| Science |  | The Committee has taken the opportunity to review the new science and technology platforms that GSK  has been exploring |
|  |  |  |
|  |  |  |
| Nominations & Corporate  Governance |  | The Committee’s work, together with the other Non-Executive Directors, was especially focused in 2025  on the next chapter for GSK in the CEO succession process. The Committee’s work in overseeing the  ongoing development of internal candidates had created competitive internal succession candidates for  consideration with external candidates |
|  |  |  |
|  |  |  |
| Audit & Risk |  | Given the ever-challenging external environment, the Committee’s work to streamline materials had  created additional capacity for the Committee and Board programmes |
|  |  |  |
|  |  |  |
| Remuneration |  | The Committee’s new remuneration policy was approved by shareholders at the AGM in May 2025. The  Committee will continue to track the competitiveness of GSK’s ability to pay appropriately and to retain and  incentivise candidates. This was a primary consideration for CEO succession |
|  |  |  |

#### Directors’ evaluations

The Chair continues to provide feedback to Board members on an ongoing basis and seeks to meet with Board members in

advance of or during the Board’s regular meetings. This also provides an opportunity for the Chair to ask Directors to lead the

debate and engage their colleagues on Board agenda items focused on their areas of expertise. This practice continued

throughout 2025.

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| Board committee reports | | | | | | | | | | | |

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|  |
| Nominations & Corporate Governance Committee report |

![Page_132.jpg]()

During the year, we focused on a smooth CEO and

Executive Committee succession process and

approved the new CEO’s proposal to evolve the

operational governance and the leadership team to

support the next phase of GSK’s growth

Jonathan Symonds, Nominations & Corporate Governance

Committee

I am pleased to present my seventh report as Chair of the

Nominations & Corporate Governance Committee

(Committee).

#### Board and Executive Committee succession

In my Chair’s governance statement on pages 115 to 117, I

discuss details of the Committee’s particular focus during 2025

on the CEO succession process. This resulted in the

appointment of Luke Miels who succeeded Emma Walmsley on

1 January 2026.

Dr Gavin Screaton joined the Board in May 2025 to replace Dr

Jesse Goodman as a scientific and medical expert when Jesse

retired and stepped down from the Board after our AGM. On

joining GSK, Gavin was also appointed a member of the

Science and Corporate Responsibility committees. Further

details on the appointment of Dr Screaton are set out in last

year’s Chair’s Governance statement. Gavin’s biography is given

on page 112.

The Committee worked with Korn Ferry and Russell Reynolds

Associates during 2025. They also each provided executive

search services to the company.

The Committee reviewed the potential for conflicts of interest

and judged that there were appropriate safeguards against

such conflicts. There are no imminent Non-Executive Director

retirements for the Committee to consider.

#### ExCom and operational governance

Following Luke’s appointment as CEO the Committee

considered and approved his proposal to evolve operational

governance and the leadership team. The next phase for GSK

would focus on strategic execution to deliver growth, accelerate

R&D late-stage progress, and further strengthening the early-

stage/next wave of innovation for sustained competitiveness

post 2035.

The new CEO’s executive team would be key to continue to

support the company’s Patient-driven Purpose and Culture,

whilst delivering a further step change in:

– Accelerating R&D

– Delivering growth – through the launches of the next wave of

products in Oncology (Blenrep, B7-H3 & B7-H4), RI&I

(depemokimab, camlipixant, bepirovirsen, FGF21) and HIV

(Q6M) further strengthening the early-stage and next wave

of innovation for sustained competitiveness

– Competitive cost base

– Tech adoption

To support delivery of the CEO’s key priorities the GSK

Leadership Team (GLT) membership was expanded to provide

greater strategic product insight and operational focus and

was renamed the Executive Committee (ExCom).

This expansion also reflects that the CEO’s previous role would

not be backfilled. Otherwise, there was no fundamental change

to the ExCom’s purpose or governance. The new appointees are

listed in the table below and their skills and experience can be

found on page 113.

|  |  |  |
| --- | --- | --- |
|  |  |  |
| New appointee |  | Rationale |
| Nina Mojas (PhD) – President,  Global Product Strategy |  | The President, Global Product  Strategy would represent the four  global product strategy therapy  areas which interface with R&D |
|  |  |  |
|  |  |  |
| Maya Martinez-Davis –  President, USA  Lynn Baxter – President, Europe  Mike Crichton –  President, International |  | The leaders of the geographic  regions who drive commercial  execution |
|  |  |  |
|  |  |  |
| Mondher Mahjoubi (MD) –  Chief Patient Officer |  | The Chief Patient Officer was an  important appointee given the  primacy of the patients’ voice in  decision making and the criticality  of the Medical Organisation for  Life Cycle Management |
|  |  |  |

In addition, Roanne Parry has been appointed Chief People

Officer to succeed Diana Conrad from May 2026 who has

decided to retire after serving seven years on the ExCom.

Sally Jackson, SVP Global Communications and CEO Office

stepped down from the ExCom in January 2026 after serving for

nearly seven years.

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|  |
| --- |
|  |
| Board industry experience |

![31336081655381]()

|  |
| --- |
|  |
| Non-Executive Director tenure |

![31336081655386]()

|  |  |  |
| --- | --- | --- |
|  |  |  |
| n | A | Up to 3 years: 30% |
| n | B | 3-6 years: 50% |
| n | C | 6-9 years: 20% |

C

A

B

#### Board and ExComcompositionand inclusion

We are committed to ensuring the most appropriate

composition of our Board, its committees and the ExCom. The

Board and management seek to support and encourage an

inclusive culture throughout the company and being respectful

of our operating environment.

An effective Board includes a range and balance of skills,

experience and knowledge, as well as professional and social-

economic background and independence, with individuals who

are prepared to challenge each other collaboratively. This mix is

complemented by a range of personal Board attributes,

including character, intellect, judgement, honesty and courage.

The Committee, in collaboration with all our Non Executive

Directors, continued to conduct in-depth reviews of our

emerging talent and succession pipelines and the development

plans for key leadership roles and their successors. This included

continuing to meet informally with participants in our Enterprise

Leadership Programme, which I discussed in last year’s report.

This meant that the Committee was well positioned to consider

the new leadership appointments to the ExCom that had been

identified and nominated by Luke.

During 2025, the work of the Committee also included

continuing to monitor our performance against the objectives

we set to ensure that our Board and committee composition

and succession planning promotes inclusion and equal

opportunity, pursuant to the principles of the FRC Code. We

also continued to oversee the developing pipeline of direct

reports to the ExCom. We met or exceeded these objectives as

well as the targets set out in the FCA UK Listing Rule 6.6.6R(10),

as reflected  in the table below. We continue to not apply a

Baard diversity policy as explained originally on page 135 of

GSK’s 2024 Annual Report.

In 2025, FCA-required data has been gathered directly on

a self-identified basis as follows:

– Board members: using a questionnaire

– ExCom members: individual election held on GSK's

HR database

As required by the UK Listing Rules, all data published in the

following section of the report are as at 31 December 2025. The

table below includes the outgoing CEO. Her subsequent

departure and the appointment of a new CEO has not

impacted our ability to meet the UK Listing Rule targets.

Sir Jonathan Symonds

Nominations & Corporate Governance Committee Chair

4 March 2026

|  |
| --- |
|  |
| FCA UK Listing Rule 6.6.6R(10) required reporting |

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
|  | Number of  Board members | Percentage of  the Board | Number of senior  positions on the  Board (CEO, CFO,  SID and Chair) | Number in executive  management | Percentage  of executive  management |
| Gender identity or sex |  |  |  |  |  |
| Men | 6 | 50% | 2 | 6 | 50% |
| Women | 6 | 50% | 2 | 6 | 50% |
| Not specified/preferred not to say | — | — | — | — | — |
| Ethnic background |  |  |  |  |  |
| White British or other White (including  minority white groups) | 9 | 75% | 4 | 10 | 83.3% |
| Mixed/Multiple ethnic groups | — | — | — | \_ | \_ |
| Asian/Asian British | 2 | 17% | — | 1 | 8.3% |
| Black/African/Caribbean/Black British | 1 | 8% | — | \_ | \_ |
| Other ethnic group | — | — | — | \_ | \_ |
| Not specified/preferred not to say | — | — | — | 1 | 8.3% |

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| --- |
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| Science Committee report |

![Page_134.jpg]()

![]()

The Committee has been encouraged by the consistent

delivery of GSK’s pipeline, with important regulatory

approvals, late-stage progress and a growing set of

future opportunities that reflect the strength of our

science-led strategy

Dr Hal Dietz, Science Committee

I am pleased to present my third report as Chair of the Science

Committee (Committee) on our key activities during 2025.

These were split into three important areas:

– pipeline reviews and monitoring GSK’s pipeline

– business development: undertaking technical reviews and

assessing the scientific foundation for potential business

development transactions

– scientific deep dives: discussing and analysing the key

scientific and technology themes that drive the company’s

R&D strategy

#### Pipeline progress

During 2025, the Committee continued to monitor the strong

progress of R&D. Our Chief Scientific Officer (CSO), Dr Tony

Wood, provided regular updates on pipeline progress across

the company’s four therapeutic areas – respiratory,

immunology and inflammation (RI&I), oncology, HIV and

infectious diseases, which included five FDA product approvals

and four significant, positive pivotal data readouts.

Particular highlights noted in respect of GSK’s 15 scale

opportunities expected to launch by 2031 included:

– US FDA approval of:

– Penmenvy, GSK’s 5-in-1 meningococcal vaccine to protect

against MenABCWY

– Blujepa, the first in a new class of oral antibiotics in nearly

three decades for the treatment of uncomplicated urinary

tract infections

– Nucala, the anti-IL5 biologic, for the treatment of COPD

– Blenrep, the only accessible anti-BCMA, used in treatment

of relapsed/refractory multiple myeloma

– Exdensur, for the treatment of severe asthma

– breakthrough designation granted for GSK'227 (B7-H3 ADC)

in late-line relapsed or refractory osteosarcoma

– acquisition of efimosfermin alfa, growing the number of scale

opportunities in the R&D pipeline

– seven pivotal trial starts in 2025, including for efimosfermin,

risvutatug rezetecan, velzatinib and Exdensur for COPD

– positive data and regulatory filings for tebipenem, a potential

new antibiotic to treat complicated urinary tract infections

– data presented at CROI (Conference on Retroviruses and

Opportunistic Infections) for VH184, VH499 and N6LS

supported development plans for ULA HIV regimens

These approvals and developments represent exciting

opportunities with enormous potential to positively affect the

lives of patients.

#### Business development transactions

A key role of the Committee is to evaluate the scientific

foundations underlying potential business development

transactions. This year, these included:

Respiratory, immunology and inflammation (RI&I)

– Hengrui Pharma: agreement for clinical development of a

potential best-in-class PDE3/4 inhibitor for the treatment of

COPD. The transaction also included agreements for an

additional 11 programmes across RI&I and Oncology

– Boston Pharmaceuticals: acquisition of efimosfermin alfa,

a phase III-ready potential best-in-class investigational

specialty medicine aimed at treating and preventing

steatotic liver disease

– Empirico Inc: agreement reached to acquire a first-in-class,

and potentially best-in-class, oligonucleotide candidate for

the treatment of respiratory diseases

Oncology

– IDRx, Inc: acquisition of IDRx including IDRX-42, a highly

selective KIT tyrosine kinase inhibitor designed to treat

gastrointestinal stromal tumours

– Syndivia: licensing agreement for early-stage ADC targeting

prostate cancer

Data and platform technologies

– partnership with ABL Bio in neurodegenerative diseases

– novel research collaboration with UK Dementia Research

Institute and HDR UK to investigate shingles vaccination with

prevention of dementia

Deep-dives into innovative science

During the year, the Committee continued to undertake deep

dives into some of the scientific principles and highly innovative

technologies that support the company’s R&D priorities. These

included, but were not limited to, scientific rationale for key

transactions, our oligonucleotide portfolio and technology, the

evolution and application of human genetics and genomics to

support target choice and patient identification, cancer

vaccines, and epigenetic editing.

Committee members also took opportunities outside formal

face-to-face Board meetings to spend time with GSK’s scientific

teams. These engagements highlighted GSK’s outstanding

talent and the exceptional progress within R&D.

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| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
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#### Collaborating with Other Committees

The Committee conducts an annual review of the Performance

Share Plan Pipeline Progress targets before they are approved

by the Remuneration Committee. We also provided support to

develop the framework for setting the Pipeline Progression

Objectives for 2026.

#### Committeechanges

We welcomed Dr Gavin Screaton to the Committee, following

his appointment to the Board on 1 May 2025. Dr Screaton’s

deep expertise in immunology and infectious diseases has

already brought significant value to the Committee. I look

forward to his ongoing contributions, and am confident his

involvement will continue to benefit our work.

Dr Hal Dietz

Science Committee Chair

4 March 2026

|  |
| --- |
|  |
| Corporate Responsibility Committee report |

![Page_135.jpg]()

The Committee held a number of in-depth sessions

during the year in overseeing, supporting and

challenging GSK’s responsible business approach,

together with providing feedback in the formative

stages of the strategic review to evolve this approach

and safeguard the company’s position as a responsible

business leader

Dr Anne Beal, Corporate Responsibility Committee

I am pleased to present this report, which is my fourth as Chair

of the Corporate Responsibility Committee (the Committee).

Being a responsible business is an integral part of the

company’s strategy and culture. Therefore, to be successful over

the long term, GSK needs to consider its responsible business

impacts, risks and opportunities. The Committee oversees the

six areas that address what is most material to the business and

most important to our stakeholders, including investors, our

people, healthcare professionals, governments and regulators

and particularly our patients who are the recipients of our

portfolio of products and the ultimate drivers of our business

value proposition.

My Committee seeks to support and challenge management on

their responsible business approach as we work through our

programme of activities during the year and in doing so we

scrutinise how:

– well the company is performing against, and making an

impact on, the six Responsible Business focus areas

embedded in our strategy

– this supports our sustainable performance and, in doing so,

creates business value and long-term growth

– further improvements can be identified and implemented –

we can best report to our key stakeholders on what we have

done and the level of impact we have made

To support this, we built a number of in-depth sessions into

our programme, including at the end of the year an initial

consideration and input by the Committee on the evolution of

our Responsible Business strategy to make sure we are

continuing to focus on the right areas.

#### External context

As usual, at our first regular meeting of the year we receive and

discuss a comprehensive update on management’s assessment

of and view on the external trends and outlook relevant to GSK’s

Responsible Business agenda. It provides an important political

and regulatory context and guides the Committee on investor

sentiment and the direction of travel in respect of our Trust

priority which we pay close attention to. This helps set the scene

for the Committee in advance of the business we undertake

during the course of the year. The Committee receives further

updates if there are any material changes to these external

factors. This helps inform our approach while retaining a long-

term perspective grounded firmly in GSK’s purpose.

#### Measuring health impacts

GSK’s President, Global Health and President, Global Affairs

shared and discussed the results of different pilot

methodologies commissioned in 2024 with two third parties

to measure and help articulate the health impact and resulting

societal benefits of the company’s innovative commercial and

global health portfolio. The results of these pilots will be

factored into the next phase of developing and refining this

work on health impact, which will be aligned to GSK’s business

strategy to 2031 and will be underpinned by our ambition to

reach 2.5 billion patients by 2030. In doing so, the Committee

was pleased to see this would be geared to supporting the

company’s strategic, commercial and global health assets and

help the Committee understand further how the broader

business case-driven health impact ambition could enhance

GSK’s contribution to society.

133

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| Board committee reports continued | | | | | | | | | | | |

#### Inclusion

The Committee reviewed an opportunity to differentiate the

company’s approach to inclusion that was anchored externally

in patient inclusion to drive patient impact, alongside building a

culture of inclusion internally within GSK. Delivering health

impact at scale is at the core of GSK’s purpose, fundamental to

driving long-term commercial success and a strong motivator

to attract talent.

The Committee discussed management’s commitment to

making sure clinical trials, patient and community outreach and

partnerships are inclusive of the people affected by the

diseases we address. This is fundamental to developing

medicines and vaccines that are rooted in sound science, meet

patients’ needs and impact the full breadth of patient

populations who have the potential to benefit from our

products. . This included discussion of work to ensure phase III

clinical trials have representation plans to reflect the people

most affected by a particular disease.

The Committee considered work led by the Chief People Officer

to create a high-performing workplace environment based on

principles of fairness, belonging and equal opportunity. The

Committee discussed management’s work to reflect these

principles in recruitment processes, learning programmes,

leadership behaviours and future plans to assess through the

employee survey.

#### Environmental sustainability

We were pleased to see that management was currently on

track to deliver against our 2030 commitments against the

baseline set in 2020. We were also satisfied with a dual focus

approach on maximising the success of the in-flight initiatives

and developing targeted actions to maintain momentum was

the appropriate method in ensuring delivery against GSK’s

stretching 2030 ambitions.

In particular, the Committee discussed significant progress

being made towards launching a next-generation low carbon

version of Ventolin MDI (metered dose inhaler), which was a key

element of GSK’s net positive ambition. In 2025, the company

was pleased to announce positive pivotal phase III data for low

carbon Ventolin, these findings supported regulatory

submissions. If approved, this version of Ventolin has the

potential to reduce greenhouse gas emissions by 92% per

inhaler. GSK is proceeding with regulatory filings, with launch

expected from 2026.

The Committee helped the Remuneration Committee in

determining the vesting level for the Responsible Business

LTI PSP environment measure. This performance measure was

first introduced in 2023, comprised a mix of climate and nature

targets in support of our 2030 ambition and made up 10% of

the award granted that year. Page 153 sets out further details

on the performance against this LTI measure.

#### Responsible Business Performance Rating

We monitored and evaluated GSK’s progress in 2025 against

the 13 metrics across the six focus areas comprising the Rating

at the half and full year, with a recommendation to the Board to

publish a final ‘On Track’ Responsible Business Performance

Rating for 2025. We are pleased that since the metric was

introduced in 2022 that an ‘On Track’ Rating has been

maintained, while continuing to ensure where there is work to

do it is addressed and delivered. For more details, see page [48](#ia0478a7d9608435797b09f6fdeba7f82_121)

of the Strategic report and in the Responsible Business

Performance Report – both of which are available at gsk.com.

#### Committee membership

During the year, Dr Jesse Goodman stood down from the

Committee when he retired from the Board. During his

nine years of service as a Committee member he had made

a significant contribution to the Committee’s work in overseeing

all aspects of the evolution of GSK’s responsible business

agenda. Jesse was succeeded by Dr Gavin Screaton and I have

been impressed with the way in which he has exercised his

knowledge and understanding of this contribution to our

discussions of the issues.

#### Strategic review

At the end of the year, the Committee was pleased to consider

and provide feedback at the formative stages of a strategic

review of GSK’s approach to responsible business. This review

builds on our strong performance in responsible business over

many years aligned to the company’s purpose, business

strategy to 2031 and beyond. It supports our long-term growth

and seeks to maximise the company’s impact on society. As the

review progresses during 2026 and recommendations are

developed and tested with Committee, we look forward to

providing support, challenge and oversight to appropriately

safeguard GSK’s position as a responsible business leader.

Dr Anne Beal

Corporate Responsibility Committee Chair

4 March 2026

134

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| Audit & Risk Committee report |

![Page_137.jpg]()

The Committee’s activities during the year

complemented and underpinned the Board’s priorities

and covered our approach to financial matters and

internal and external audit, legal and compliance, risk

and assurance, and oversight of our internal control

framework and Responsible Business data governance

Charles Bancroft, Audit & Risk Com mittee

I am pleased to present this report, which is my fifth as Chair of

the Audit & Risk Committee (Committee). In the following pages

I will share insights into the specific activities undertaken or

overseen by the Committee during the year.

At the beginning of the year, the Committee considered and

agreed the 2025 Annual Programme (Programme) which is

designed to complement and underpin the Board’s priorities.

This covers the Committee’s approach to financial matters

and internal and external audit, legal and compliance, risk

and assurance, and oversight of our internal control framework

and Responsible Business data governance.

Management prepares and submits papers on the key issues for

the Committee to review, contribute to and make decisions on.

Crucially, as Committee Chair, I have unfettered access to the

senior leadership, key members of their teams and the external

auditor. This includes private Committee sessions or regular one-

to-one meetings outside the Committee cycle. Based on the

work the Committee has done or inspected during the year,

GSK continues to exhibit a strong compliance culture, with

a consistent tone and engagement from the top that runs

through the organisation.

We hold a focused selection of in-depth sessions, including

regular reviews of the cyber security and the AI control

environment and of enterprise risk management items,

and we initiated and are continuing to lead a formal audit

contract tender process.

#### Financial

Financial reporting: The integrity of our financial statements,

including the Annual Report and quarterly results, remains at the

core of the Committee’s focus. This includes the review of investor

materials, our progressive dividend policy and payments, the

current share buyback programme and results announcements.

Significant areas of judgement related to our financial

statements are presented to the Committee by management

and are commented on by the Auditor, including overlaps and

any variances to the Auditor’s key observations. More details are

included on page 137 of my report and in the Auditor’s report

on pages 174 to 185. We are committed to representing GSK’s

financial reporting disclosures in a clear and transparent way

and can confirm that during the year the financial reporting and

controls framework remained robust. No fundamental changes

were required.

The Committee considered the findings of a Financial Reporting

Council (FRC) review of the company’s 2024 Annual Report. It is

pleasing to note that the FRC did not raise any questions or

queries at that time, nor take any action in relation to the 2024

Annual Report, and did not require a substantive response.

Some matters were noted to further improve reporting which

have been considered and addressed, as appropriate and where

material, while preparing this Annual Report. As requested by the

FRC, we note that their review was based solely on the Annual

Report and Accounts, and provides no assurance that the

Annual Report and Accounts are correct in all material respects.

Audit tender: GSK last carried out an audit tender in 2016,

which resulted in the appointment of Deloitte as the company’s

statutory auditor with effect from 2018. Under UK audit tender

regulations, GSK is required to tender the audit contract at least

every 10 years and to rotate the statutory auditor at least every

20 years. In March 2025 the Committee agreed to initiate

a formal external audit contract tender process which then

commenced in June 2025. The Committee is leading, directing

and supervising this process with appropriate support from

management, and has been following the FRC Audit

Committees and the External Audit: Minimum Standard. The

FRC’s guidance includes promoting transparency, competition,

and fairness in auditor tendering, with a strong emphasis

on inclusion and impartial selection criteria. The Committee

reviewed and approved the appropriate governance,

competitive and independence considerations which have

been factored in to the audit tender preparation process.

During the initial phase of this re-tendering process, the company

issued an initial request for information (RFI) to six audit firms,

including challenger firms, to identity any independence issues,

or capability and capacity issues associated with delivering a

high-quality audit for a company of GSK’s size, complexity and

global reach. Also, the RFI sought comprehensive insights into the

audit firms’ strategic initiatives in the areas of technology

integration and data science.

The Committee recognises that this re-tender process involves

the current Auditor, which is nearing a decade of service, and

that it is important to ensure a fair and competitive tender

opportunity for all the other participants. To facilitate the

participation of non-incumbent audit firms and provide them

with an equitable understanding of GSK, the company has

offered additional background information and support, as

needed.

In December 2025, I met face to face with the proposed lead

audit partner candidates from the interested firms to discuss our

requirements and their proposals.

In February 2026, the company then issued a request for

proposal (RFP) to the two shortlisted audit firms. This included

the Committee-endorsed critical success factors against which it

would assess the next audit firm to be appointed to provide

statutory audit services with effect from 1 January 2028. At the

conclusion of the audit tender in the summer, I expect the

135

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| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
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| Board committee reports continued | | | | | | | | | | | |

Committee to recommend two audit firms to the Board, with the

Committee’s preference for the appointment of one of them.

An announcement will be made following the Board’s final

selection. I look forward to providing more details on the

outcome of this RFP process next year.

#### Legal

At each scheduled meeting, the Committee reviews a legally

privileged report given by the General Counsel on material

litigation, investigations and other material evolving legal

matters. The Chief Compliance Officer (CCO) also gives us

updates. We monitor material and/or privileged investigations

across the Group through to resolution. Where appropriate any

corrective/mitigatory actions and lessons learned are discussed

by the Committee.

#### Risk and assurance

Risk management: GSK has a well-established and mature risk

management and internal control framework which is described

on pages 136 and 137. Throughout the year we have monitored

the risk management and risk management control system and

reviewed the effectiveness of the material controls, including

financial, operational and compliance controls. The Committee

continues to scrutinise how the framework operates and reviews

refinements proposed by management to ensure it remains fit for

purpose and is sustainable.

We monitor a dashboard of all GSK’s principal risks and the

process by which they are identified and prioritised. Key principal

risk topics for the Committee to consider are determined

dynamically during the year, following reviews undertaken at Risk

Oversight and Compliance Council (ROCC) meetings. During the

year, in addition to the standing information and cyber security

item that I discuss later, this saw the Committee reviewing

detailed principal risk plans and mitigation activity updates for:

data ethics and privacy, EHS, financial controls and reporting,

legal matters, patient safety, research practices, and scientific

and patient engagement.

The Committee discussed the annual risk review of principal and

emerging risks for the company, which is supported by extensive

analysis of external trends and insights, senior-level interviews

and recommendations from risk management and compliance

boards and risk owners. Following this risk review, which I

informed the Board and received its endorsement, we agreed to

add geopolitical and regulatory environment as a principal risk

from 2026. This change elevated its status from an emerging

risk in 2025. and was informed by the outcomes from

benchmarking of industry peers and other companies’ practices.

In addition, the Committee has a standing agenda item on

emerging risks, that CCO and/or Committee members can raise

and discuss any relevant issues of interest or concern and elevate

to the Board as required..

In my last report, I confirmed that the Committee had reviewed

and agreed management’s approach to leveraging and aligning

our risk management and Internal Control framework to align to

the UK Code Provision 29, effective 1 January 2026. During the

year, the company has been focusing on refining, testing and

implementing plans for our most materials controls, leveraging

our existing US Sarbanes Oxley processes. These material

controls considers our strategy, long-term sustainability, principal

risks, regulatory requirements, stakeholder interests, responsible

business strategy, and our risk management and Internal Control

framework including alignment with our risk rating guidance.

I look forward to reporting next year how the effectiveness of our

risk management and Internal Control framework has been

monitored and reviewed during 2026.

Information and cyber security: This principal risk for GSK

remains a key oversight area for the Committee, for which

we continue to scrutinise the evolution and robustness of our

‘offence’ and ‘defence’ capabilities. The Chief Digital and

Technology Officer (CDTO), Chief Information and Security

Officer (CISO) and CCO present updates regularly on

information and cyber security, as well as assessments of the

status of their associated key risk indicators (KRIs). We are joined

by my Board colleague, Dr Vishal Sikka, for these discussions.

Dr Sikka’s and the CDTO’s skills and experience, especially those

related to cyber security, are set out on pages 112 and 114

respectively.

Our CISO has spent his career building and leading technology

teams across several functional areas, including cyber security

and IT infrastructure for digital communications and healthcare

companies. He was also responsible for establishing the cyber

security function for Haleon plc before its demerger.

Our CCO focuses on ensuring a consistent and cohesive

approach across all aspects of the business and enterprise risk

management. The CCO is also responsible for the Risk Analytics

and Monitoring organisation. He has previous experience in

creating a dedicated global risk office that combines enterprise

risk management and reporting activities for GSK.

The Committee has regularly assessed progress against our

multi-year Cyber Security Plan (Plan) which was updated in 2022

and benchmarked against the National Institute of Standards

and Technology Cyber Security Framework (NIST-CSF). I have

shared these assessments in my previous Committee reports.

I am pleased to confirm that by the end of 2025, the Plan’s

remaining objectives and commitments to continue to improve

maturity, reduce risk and strengthen controls across GSK have

been delivered. A final external NIST-CSF assessment is now in

progress by specialist independent cyber experts to validate our

Tech team’s achievement of its overall cyber maturity target. This

was set back in 2022 and is positioned in the upper quartile of

our peers.

Given the ever-changing threat environment, the Committee was

pleased to observe in 2024 that the Tech team had been

recalibrating GSK’s cyber maturity goals to continue

to get ahead of such threats. As a result, we have transitioned

from the one-time maturity-focused Plan to a continuous

threat-informed defence plan (evolved Plan). This is due to run

until 2028, so I will continue to use my Committee reports to

provide status updates on delivery against the objectives of the

evolved Plan.

The Committee also reviewed our approach to managing KRIs,

governance controls and remediation plans. Given the strong

performance of these KRIs to date, we discussed details of the

plan presented by the CDTO and CISO, reviewing and refining

these metrics for 2026. This is designed to ensure continued

improvement to our approach to oversight through KRIs, while

recognising areas of risk maturity. These updated KRIs will be

implemented in phases, with the controlled introduction due

to be completed by the end of 2026. The Committee will monitor

progress during the year.

AI use and governance: The Committee was pleased to track the

partnership between Tech and Legal & Compliance to respond

proactively to the evolving cyber-regulatory environment by the

creation of a dedicated regulatory task force to anticipate and

address new global and local cyber-regulatory requirements. As

part of this initiative, an advanced AI-driven platform is being

developed to automate regulatory-change monitoring across

GSK’s markets, continuing to enhance visibility and facilitate

targeted, risk-based compliance planning and harmonisation.

More details of the other measures taken during the year to

136

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| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
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| Board committee reports continued | | | | | | | | | | | |

mitigate this and each of our other enterprise risks are described

on pages 68 and 303.

Our Responsible AI framework helps us maintain clear guardrails

as we scale adoption of AI across GSK to drive innovation, growth

and productivity to accelerate our purpose. The Committee

continued to review the work of the AI Governance Council

(Council) in overseeing the integrity and strength of these

guardrails. During the year, the Committee discussed oversight of

emerging AI systems trends and software. This included the design

and development of AI agent (agentic) systems and, critically, the

governance controls and security standards required for safe

adoption, deployment and use in GSK such as ensuring that

human oversight was embedded together with escalation

protocols. The Committee stressed that as a guiding principle

management should keep in mind not only the productivity and

efficiency benefits that AI tools, software and systems could

deliver for GSK, but also their limitations. The Committee reiterated

that strong AI governance was vital to protecting GSK’s patients,

employees, intellectual property and reputation by reducing

safety, compliance and security risks. It also noted key

achievements, including closing outstanding audit actions and

introducing enhanced security standards for AI. The Committee

received a report from the General Counsel highlighting the

importance of monitoring the evolving AI-litigation landscape,

and regulatory and enforcement trends, and of incorporating

lessons learnt from monitoring GSK’s AI processes.

In 2026, the Committee is looking forward to updates on how the

Council progresses its key focus areas, which include:

– strengthening controls for more autonomous, decision-making

agentic AI systems

– continuing to mature governance practices across the

business and

– completing an external benchmarking exercise to provide

independent assurance of management’s approach

Assurance: The Head of Audit & Assurance (A&A) – GSK’s

internal audit team – provides regular updates on internal audit

matters, including progress against the Assurance Plan endorsed

by the Committee. During the year, we reviewed briefings on

a number of significant internal audits, including: commercial

audits in Asia; audits in the manufacturing and global supply

chain organisation; the management and oversight of third

parties in the company’s R&D research labs; as well as other key

areas across the enterprise. In doing so, the Committee was

pleased to review the assurance outcomes and gained a good

understanding of the proactive risk management across the

organisation, clear monitoring practices and timely remediation

of actions to address issues as they arose.

During the year, the Committee also reviewed an internal quality

assessment by the A&A team to assess how it conformed with

new Internal Audit Standards, and to identify any gaps and

adjust processes as appropriate.

#### Internal control framework

The Board recognises its obligation to present a fair, balanced

and understandable assessment of GSK’s current position and

prospects. It is accountable for evaluating and approving the

effectiveness of GSK’s internal controls, including financial,

operational and compliance controls, and risk management

processes.

We ensure the reliability of our financial reporting, and

compliance with laws and regulations, through our internal

control framework. This is a comprehensive enterprise-wide risk

management model, which supports the Board to identify,

evaluate and manage the Group’s principal and emerging risks,

as required by the UK Code. The framework is designed to

manage the risk of GSK not achieving its business objectives.

A fit-for-purpose framework – complemented by our corporate

culture and Speak Up processes – ensures that the risks

associated with our business activities are actively and effectively

controlled in line with our agreed risk appetite. We believe GSK’s

framework provides reasonable, but not absolute, assurance

against material misstatement or loss.

The Board mandates the Group’s Risk Oversight and Compliance

Council (ROCC) of senior leaders to support the Committee to

oversee risk management and internal control activities. It also

provides the business with a framework for risk management and

escalation of significant risks. Risk management and compliance

boards (RMCBs) across the Group promote the ‘tone from the

top’ and establish our risk culture, and ensure effective oversight

of internal controls and risk management processes.

Each principal risk has an assigned risk owner, drawn from senior

management, who is accountable for managing the principal risk

with oversight from an ExCom member, which includes setting

and implementing risk mitigation plans. Enterprise risk owners

report every quarter on the status of the enterprise risk plan,

internal control framework implementation, relevant external

insights and emerging risks and mitigation within the period, with

significant results reported to ROCC. An executive summary of

quarterly risk reports is provided to the Committee. This approach

fosters dynamic, flexible and agile oversight, important in a

volatile and uncertain external environment. It also enables us to

assess the effectiveness of our risk management strategies and

controls for our principal risks. Our Compliance function assists

the ROCC and RMCBs. Compliance is responsible for advancing

enterprise-wide risk management and for developing risk-based

and ethically sound working practices. It also actively promotes

ethical behaviours by enabling all employees to operate in line

with our culture and ensure compliance with applicable laws and

regulations.

Our Audit & Assurance (A&A) function provides independent

assurance to senior management and the Board on the

effectiveness of risk management Group-wide, in line with an

agreed assurance plan. This helps senior management and the

Board to meet their oversight and advisory responsibilities to fulfil

GSK’s strategic objectives and build trust with patients and other

stakeholders.

A&A has a dual reporting line to the CFO and the Committee. As

a Committee we receive regular reports from principal risk

owners, Compliance and A&A on areas of significant risk to the

Group and on related internal controls. These reports assess the

internal control environment within each principal risk area,

including enhancements to strengthen controls. Once we have

considered these reports, the Committee reports annually to the

Board on the effectiveness of GSK’s internal controls.

In 2025, through the authority delegated to the Committee, the

Board conducted a robust assessment of the Group’s principal

and emerging risks. This assessment, in line with the UK Code,

included consideration of the nature and extent of risk the Board

is willing to take to achieve GSK’s strategic objectives.

The Board, via the Committee, also oversaw the effectiveness of

our internal control environment and risk management processes

across the Group for the whole year, up to the approval date of

this Annual Report. More detail about the review of the Group’s

risk management approach is discussed in the Risk management

section of the Strategic report on pages 63 to 78.The

management of each principal risk is explained in Principal risks

and uncertainties on pages 291 to 306. The Group’s viability is

discussed in the Strategic report on page 78.

137

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| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
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#### Significantissues relating to the financial statements

In considering GSK’s quarterly financial results announcements and the financial results in the 2025 Annual Report, the Committee

reviewed the significant issues and management judgements in determining those results. It reviewed management papers setting

out the key areas of risk, actions taken to quantify the effects of the relevant issues, and judgements made by management on the

appropriate accounting required to address those issues in the financial statements.

The significant issues considered in relation to the financial statements for the year ended 31 December 2025 are set out in the

following table, with a summary of the financial outcomes where appropriate. The Committee and the external auditor have

discussed the significant issues addressed by the Committee during the year and the areas of particular audit focus, as described in

the Independent Auditor’s Report on pages [174](#ia0478a7d9608435797b09f6fdeba7f82_349) to [185](#idc719d34213e434a9dce1535f2807b40_144113).

|  |  |
| --- | --- |
|  |  |
| Significant issues considered by the Committee  in relation to the financial statements | How the issue was addressed by the Committee |
| Going concern basis for the preparation  of the financial statements | The Committee considered the outcome of management’s half-yearly and year-end  reviews of current and forecast net debt positions and the various financing facilities  and options available to the Group. The Committee also considered management’s  review of the impacts of both the current economic environment and climate  change. Following consideration of these assessments, which included stress testing  and viability scenarios, sources of liquidity and funding, forecasts and estimates, the  Committee confirmed that the application of the going concern basis for the  preparation of the financial statements continued to be appropriate. |
|  |  |
| Revenue recognition, including returns  and rebates (RAR) accruals | The Committee reviewed management’s approach to the timing of recognition of  revenue and accruals for customer returns and rebates. The RAR accrual for US  Commercial Operations was £4.9 billion at  31 December 2025 and the Committee  reviewed the basis on which the accrual had been made and concurred with  management’s judgements on the amounts involved. A fuller description of the  process operated in US Commercial Operations in determining the level of accrual  necessary is set out in Note 3 ‘Critical accounting judgements and key sources of  estimation uncertainty’ on pages [106](#ia0478a7d9608435797b09f6fdeba7f82_244) and [107](#ia0478a7d9608435797b09f6fdeba7f82_247). |
|  |  |
| Provisions for legal matters, including  investigations into various aspects of the  Group’s operations | The Committee received detailed reports on actual and potential litigation from both  internal and external legal counsel, together with a number of detailed updates on  investigations into various aspects of the Group’s operations. See Note 46 to the  financial statements ‘Legal Proceedings’ for more details. Management outlined the  levels of provision and corresponding disclosure considered necessary in respect of  potential adverse litigation outcomes and also those areas where it was not yet  possible to determine if a provision was necessary, or its amount. At 31 December  2025, the provision for legal matters was £0.2 billion; see Note 32 to the financial  statements, ‘Other provisions’ for more details. |
|  |  |
| Provisions for uncertain tax positions | The Committee considered current tax disputes and areas of potential risk and  concurred with management’s judgement on the levels of tax contingencies  required. At 31 December 2025, a tax payable liability of £0.5 billion, including  provisions for uncertain tax positions was recognised on the Group’s balance sheet. |
|  |  |
| Impairments of intangible assets | The Committee reviewed management’s process for reviewing and testing goodwill  and other intangible assets for potential impairment. The Committee accepted  management’s judgements on the intangible assets that required writing down and  the resulting impairment losses of £0.9 billion  in 2025. See Note 20 to the financial  statements, ‘Other intangible assets’ for more details. |
|  |  |
| Valuation of contingent consideration  in relation to ViiV Healthcare | The Committee considered management’s judgement that it was necessary to  increase the liability to pay contingent consideration primarily as a result of  increases in sales forecasts, updated exchange rate assumptions and the unwind of  the discount. After cash payments of nearly £1.3 billion in the year, at 31 December  2025, the Group's balance sheet included a contingent consideration liability of  £5.4 billion in relation to ViiV Healthcare. See Note 32 to the financial statements,  ‘Contingent consideration liabilities’ for more details. |
|  |  |
| ViiV Healthcare put option | The Committee reviewed and agreed the accounting for the Pfizer put option  and concurred with management’s judgement on the valuation of the put option  of £0.8 billion at 31 December 2025. The Committee noted the agreement reached  with Pfizer and Shionogi on 19 January 2026 for the 11.7% economic interest in ViiV  Healthcare currently held by Pfizer to be replaced with an investment by Shionogi.  See Note 47 to the financial statements, ‘Post balance sheet events’ for more details. |
|  |  |

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| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
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| Board committee reports continued | | | | | | | | | | | |

#### Effectiveness and quality of external audit process

The Committee is committed to making sure that GSK receives

a high-quality and effective external audit.

In evaluating Deloitte’s performance during 2025, before

making a recommendation on its reappointment in early 2026,

the Committee reviewed its performance against the criteria

agreed at the beginning of 2025. The detailed criteria used to

judge Deloitte's effectiveness as external auditor are available

at gsk.com. These are based on the audit approach and

strategy, ensuring a high-quality independent audit, effective

relationships and value for money.

We sought to ensure that Deloitte would deliver a smooth,

thorough and efficiently executed audit for 2025 and so

considered:

– the overall quality of the audit

– the independence of Deloitte

– whether Deloitte showed an appropriate level of challenge

and scepticism in its work

The Committee initiated an audit tender process in June 2025.

and invited Deloitte to participate. During this tender process,

the Committee has been subjecting Deloitte to extensive

scrutiny. To avoid unnecessary duplication, the Committee

considered the outcomes of a short and focused audit

effectiveness review undertaken by management as part of the

2026 appointment process. The review focused on assessment

of four key areas:

– understanding of the business, and key risks

– communication and ways of working

– audit planning, (including resourcing, planning and

centralisation)

– professional scepticism and the quality audit judgement

In addition, the Committee considered the requirements FRC’s

Audit Committee and the External Audit: Minimum Standard,

where relevant, were met in 2025..

As Committee Chair, I regularly meet independently with the

audit partner. We also meet with the auditor privately at the

end of each Committee meeting to discuss progress, as

appropriate.

The Committee monitors engagements with external

stakeholders relevant to our areas of oversight, including the

FRC and Securities and Exchange Commission.

The FRC Audit Quality Review (AQR) findings were published

during the year, although the audit of GSK 2024 Annual Report

was not included as part of the AQR’s process. The Committee

acknowledged the continuing strength the results of inspections

show, with 95% of Deloitte’s public interest audits rated as

‘good or limited improvements’ and, for a fifth consecutive year,

the FRC AQRs for Deloitte have improved.

Having reviewed the above feedback, and noted any areas for

further improvement to be implemented by the audit team for

2026, the Committee was satisfied with the:

– effectiveness of the auditor and the external audit process

– auditor’s independence, qualifications, objectivity, expertise

and resources

The Committee therefore agreed to recommend to the Board

Deloitte's reappointment at the next AGM, and did so free from

the influence of any third party.

#### Auditor’s reappointment

|  |  |  |
| --- | --- | --- |
|  |  |  |
| External auditor appointment |  |  |
| Last tender |  | May–December 2016 |
| Transition year |  | 2017 |
| First shareholder approval of current  auditor |  | May 2018 |
| First audited Annual Report and 20-F |  | Year ending 31 December 2018 |
| New lead audit engagement partner |  | 2023 |
| Current tender commenced |  | 2025 |
| Due to complete |  | 2026 |
| Due to take effect |  | 2028 |

There were no contractual or similar obligations restricting the

Group’s choice of external auditor.

#### Audit tender

The Committee considers that, during 2025, the company

complied with the mandatory audit processes and audit

committee responsibility provisions of the Competition and

Markets Authority Statutory Audit Services Order 2014.

In June 2025 GSK commenced a formal external audit contract

tender process. The tender process is due to be concluded in

the summer of 2026. The successful audit firm will then be

appointed to provide statutory audit services with effect from 1

January 2028. More details are set out earlier in my report on

pages 134 and 135.

#### Non-audit services

Management operates on the presumption that other

accountancy firms will ordinarily provide non-audit services to

GSK. However, where the external auditor’s skills and experience

make it the only suitable supplier of non-audit support – such

as for audit-related matters, tax and other services – it may be

used, in the best interests of the company.

In line with GSK’s non-audit services policy, the Committee

ensures that auditor objectivity and independence are

safeguarded by reviewing and pre-approving the external

auditor’s provision of such services. The company policy

complies with the FRC’s 2024 Revised Ethical Standard and the

Sarbanes-Oxley Act of 2002. It observes the following core

policy features on engaging the external auditor for non-audit

services as set out on the next page:

139

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| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
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| Board committee reports continued | | | | | | | | | | | |

Key features of GSK’s non-audit services policy:

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  | Process |  | All non-audit services of more than £50,000 are put to  competitive tender with other financial services  providers, in line with the Group’s procurement process,  unless the skills and experience of the external auditor  make it the only suitable supplier. | |
|  | Safeguards |  | Adequate safeguards are established so that the  objectivity and independence of the Group audit are  not threatened or compromised. | |
|  | Fee cap |  | The total fee payable for non-audit services should not  exceed 50% of the annual audit fee, except in special  circumstances where there would be a clear  advantage in the auditor undertaking the additional  work. | |
|  | Prohibitions |  | GSK’s policy includes a list of permitted non-audit  services in line with the relevant regulations.  Any service not on this list is prohibited. | |
|  | Pre-approval |  | All non-audit services require pre-approval, as set out  in the table below, to ensure services approved are  consistent with GSK’s non-audit policy for permissible  services. This process ensures all services fall within the  scope of services permitted and pre-approved by the  Committee and does not represent a delegation of  authority for pre-approval. | |
|  |  |  | Value  More than £50,000  Between £25,000  and £50,000  Under £25,000 | Pre-approver  Committee Chair and CFO  Group Financial Controller  Designate of the Group  Financial Controller |

#### Auditandother services comparison (£m)

![42482]()

|  |  |
| --- | --- |
|  |  |
| 2025 | 1.9 |

|  |  |
| --- | --- |
|  |  |
| 2024 | 2.2 |

|  |  |
| --- | --- |
|  |  |
| 2023 | 1.6 |

|  |  |
| --- | --- |
|  |  |
| l | Audit services |
| l | Other Assurance services |
| A fee of £0.2 million was paid to the auditor in respect of GSK pension  schemes in each of 2023, 2024 and 2025. | |

The fees paid to the company's auditor and its associates are

set out above. More details are given in Note 8 to the financial

statements, ‘Operating profit’, on page 205.

The Committee considered the level of non-audit services

incurred as part of its annual review of Deloitte’s independence

set out on the previous page, and was satisfied that the auditor

continued to be independent and exercised objectivity

throughout 2025.

#### Fair, balanced and understandable assessment

The need for an annual report to be fair, balanced and

understandable is one of the key compliance requirements for a

company’s financial statements. To ensure that GSK’s Annual

Report meets this requirement, we have a well-established and

documented process governing the coordination and review of

Group-wide contributions to the publication. This runs in parallel

with the process followed by the external auditor. The

Committee received a summary of management’s approach to

GSK’s 2025 Annual Report to ensure it met the requirements of

the UK Code. This enabled the Committee, and the Board, to

confirm that GSK’s 2025 Annual Report as a whole is fair,

balanced and understandable and provides the necessary

information for shareholders to assess the company’s position

and performance, business model and strategy.

#### Code of Conduct and reporting lines

We have a number of well-established policies (including a

Code of Conduct), which are available at gsk.com, together

with details of our confidential Speak Up lines for reporting and

investigating unlawful conduct.

Charles Bancroft

Audit & Risk Committee Chair

4 March 2026

140

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| Strategic report | |  | Corporate governance | |  | Financial statements | |  | Investor information | | GSK Annual Report 2025 |
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| Remuneration report | | | | | | | | | | | |

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| --- | --- | --- |
|  |  |  |
|  |  |  |
|  | 2025 was an exceptional year with GSK strengthening all of  the fundamentals of its strategy contributing to a TSR of 41%  for our shareholders over the year. In this context, our  performance assessments were considered appropriate and  underpin our commitment to rewarding out-performance.  We applied these principles to our CEO succession process  which highlighted the need to continue our goal of moving to  the median of our global biopharma peer group  Wendy Becker, Remuneration Committee |  |
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| --- | --- |
|  |  |
| Remuneration report contents include: | Page reference |
| Remuneration Committee Chair’s statement | 140 |
| 2025 Executive Directors’ total remuneration | 147 |
| Pay for performance and operation of current Policy | 149 |

Dear Shareholder

On behalf of the Remuneration Committee, I am pleased

to present our Remuneration report for 2025.

# DRAFT

I am grateful to shareholders for supporting the new

Remuneration Policy (Policy) at the 2025 AGM, with more

than 93% support. The Policy is available on pages 176 to 184 of

the 2024 Annual Report and at gsk.com.This endorsed our

move to review our senior executive pay in the context of a

global peer group of 13 biopharma companies within a revenue

and market capitalisation range of 1/3 to 3x that of the

company at the time of its adoption.

The revised approach has already proved appropriate, both in

incentivising management to deliver excellent progress on all

elements of our strategy and in the recruitment of a new CEO.

This is evidenced in the delivery of strong financial results and

the excellent progress in R&D which have facilitated an

approximate 35% increase in share price during the course of

the year with approximately 41% total shareholder return (TSR)

for 2025. This momentum has been maintained with a further

21% increase to £22.14 per share from the year end up to 25

February 2026.

The Chair explains the process we followed regarding CEO

succession on page 115, which included full consideration of

external and internal candidates before we selected Luke Miels.

The recruitment process reaffirmed the peer group we had

selected and our commitment to achieving total target pay

at the median level against this group over the next two to three

years. The Committee considers our peer group to be

appropriate for the foreseeable future and does not propose

any short-term revisions to it as a result of our improved

positioning within the group.

Progress and performance in 2025 and Outlook

In my last report, I outlined strong financial results for 2024

and I am very pleased to be able to report that that success

has been built upon and reinforced with another strong year

of operational performance in 2025, with outstanding sales

and core operating profit growth and core EPS growth, driven

by the strong achievement of our growing Specialty Medicines

portfolio. This was delivered together with outstanding phase III

pipeline progress and five regulatory approvals taking the

number of scale opportunities to deliver sales potential of >£2

billion to 15. Total 2025 sales were £32.7 billion (up 7% CER).

Core operating profit growth was +11% CER and core EPS of

172.0p (+12% CER).

Given this level of achievement, on top of similar levels of growth

in the previous year, the Committee feels that the outturn

demonstrates the continued benefit of setting stretching targets

and our focus on delivering out-performance. I was particularly

pleased to see the consistency of delivery in terms of both

financial results and in respect of the pipeline reflected in GSK’s

TSR with a material improvement in the share price reinforcing

the changes we made to the remuneration policy.

2025 Annual bonus

2025 was the first year operating the new bonus scorecard

introduced as part of the policy review with a 50% weighting

applying to strategically important financial measures, 20%

to a new pipeline measure and 30% relating to strategic/

personal objectives.

The bonus is primarily focused on rewarding over-delivery

of financial performance against the targets set at the start

of the year, with those targets generally being ahead of

external consensus forecasts at the time they were set.

The scorecard comprised a 25% weighting on each of sales

and core operating profit growth with a bonus outturn of 69.5%

and 59.3% of their respective maximums for the outgoing CEO

and the CFO (reflecting their different on-target starting point

levels) for the financial elements of the bonus.

The new Pipeline performance measure was designed to

incentivise and reward ‘on-time in full’ delivery of our near-term

outcome-based milestones across our priority assets and

business development objectives, and overall performance

was significantly above target. The Committee was very

pleased to be supported by the Science Committee which

reviewed performance against this measure from a scientific

perspective before the Committee reviewed the outturn of this

measure. This resulted in an overall assessment of 86.25% and

81.7% of maximum for the outgoing CEO and the CFO

respectively. The Committee also carefully reviewed

performance against the third element of the annual bonus –

the non-financial individual strategic and operational measures

for the outgoing CEO and the CFO for 2025.

Emma Walmsley led the company through delivering

exceptional results in 2025 and I wanted to add my thanks to

those delivered by the Chair in his report for her leadership and

contribution and wish her every success for the future. As a

Committee, we assessed her performance with the usual

scrutiny as part of the bonus scorecard. It was pleasing in

Emma's final year as CEO to see her excellent achievement

of not only her pre-agreed objectives but also successfully

141

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| Strategic report | |  | Corporate governance | |  | Financial statements | |  | Investor information | | GSK Annual Report 2025 |
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| Remuneration report continued | | | | | | | | | | | |

absorbing the complexity of MFN and other industry issues

as well as providing full support to the CEO transition. On this

basis, and after careful thought, we recognised this impact in

her achieving maximum potential on the personal element of

her bonus. Our CFO also made significant contributions which

the Committee also recognised. We have provided greater

detail on performance against each of their strategic and

operational objectives and achievements on pages 151 and 152

which show the outturn for the two Executive directors at 100%

and 86.7% of maximum for the outgoing CEO and the CFO

respectively for this portion of their bonuses.

Before finalising the overall bonus outcomes, the Committee

took time to consider the broader performance of the company

and the outgoing CEO and the CFO’s contributions. The

Committee was satisfied that the payouts were appropriate

given the exceptional financial and operational results for 2025,

supporting delivery of our long-term strategy, and the 35%

increase in share price performance.

When all bonus measures are combined, the final payout

against the maximum of 300% (on-target outgoing CEO 150%

and the CFO 100%) was c.246% of base salary for the outgoing

CEO (of which 146% of base salary was delivered in shares

deferred for three years), and c.216% of base salary for the CFO

(of which 116% of base salary was delivered in deferred shares),

i.e. 82% and 72% of maximum respectively. This compares to

2024 bonuses of 210% for the outgoing CEO and 198% for the

CFO (or 70% and 66% of maximum).

Long-term incentive (LTI) awards

With regards to the performance of our 2023 Performance

Share Plan (PSP) LTI award, this is the second grant made under

our previous Policy. The Committee was again very pleased at

the progress being made, particularly seeing the continued

improvement in TSR performance over the year of 41% (resulting

from a 35% increase in the share price). Overall, approximately

82% of the total award under the 2023 grant vested based on

performance over the three-year period from January 2023 to

December 2025.

The grant had five measures, all of which vested to some extent

with the details set out on page 153 of this report. In terms of

TSR, GSK ranked in 5th position against our former global

pharma peer group of ten companies (including GSK) for

relative TSR performance, resulting in above median positioning

for GSK and an element of vesting (12% of a possible 30%) for

this component.

A primary measure of success for any biopharma group is

the strength of its products and pipeline. Over the three-year

performance period, the pipeline delivered maximum

performance i.e. 100% outturn. The Science Committee

provided scientific scrutiny of performance of this measure

prior to the Committee’s review of the outturn.

Before confirming the final total vesting level, the Committee

considered the overall performance measure outcomes of

this PSP award, as well as the overall shareholder experience.

We agreed that, given the progress made, the outcome for the

three-year period was appropriate.

Total variable performance pay for 2025

Overall, 2025 resulted in total variable performance pay at

82% of maximum opportunity for the outgoing CEO. This was

considered a fair reflection of the performance achieved. The

CFO’s performance pay resulted in a 77.7% achievement of her

maximum opportunity. The formulaic outturns for the outgoing

CEO and the CFO were, therefore, approved without the

exercise of any discretion.

Finally, in terms of the 2025 outturn, I would like to add some

context to the increase in the figure for benefits in 2025

compared with 2024. This does not reflect any material change

in our practices and arises from two separate matters.

Following the tragic death of UnitedHealthcare’s CEO and

other similar tragic events, we, consistent with many other

global companies, commissioned an external review of the

security arrangements in place to safeguard our executives and

approved enhanced procedures in line with their advice.

This led to an increase in the total spend on improved security

protection arrangements for our Chair (see page 159) and

Executive Directors following an increase to the threat

landscape. This is not currently anticipated to involve annual

recurring expenses at this level but is included in the 2025

figures. In addition, certain medical expenses were incurred

under our pre-existing arrangements.

Change in CEO

As announced in September 2025, GSK and Emma Walmsley

agreed that she would step down as CEO and a Director on

31 December 2025 but would remain an employee through

to 30 September 2026 during which time she is supporting the

new CEO and Chair with an orderly transition, in particular,

in considering the potential impact to GSK’s operating

environment arising from geopolitics and new technologies.

Her agreed departure terms are set out in the section headed

‘Leaving Arrangements’ on page 162 of this report. These briefly

comprise continued salary and bonus opportunity (at on-target

level) while she remains employed provided she continues to

deliver satisfactory personal performance, and ‘good leaver’

status under the rules of our incentive plans consistent with the

policy and her contractual terms.

She will remain subject to the 7.25x salary share ownership

requirement for two years after her departure (until September

2028) consistent with our Policy.

As part of her departure terms, it was agreed to preserve her

right to certain medical support for her and her family for up

to three years from her leaving date. This was consistent with

her long-standing expectations.

Luke joined the Board as our new CEO on 1 January 2026.

His terms are provided on page 144 of this report. In summary,

they comprise a starting salary of £1.375m (being approximately

4% lower than that of Emma’s 2025 base salary and 5.5% lower

than the global biopharma peer group median, putting his total

pay in the lower quartile). He will broadly receive the same

terms as Emma with a 1.5x salary for on-target bonus delivery

(3x at maximum) and a 7.25x salary PSP award level. He will

also be subject to a 7.25x salary share ownership requirement.

His benefits have been aligned with our current company

practices.

The Committee feels strongly that this package as well as

the plan design underscores the importance of our current

shareholder approved Policy to move the incumbent CEO’s

total target pay to the median of the global peer group of

biopharma companies in a way that encourages out-

performance.

Luke’s positioning as CEO against his peers and versus the

outgoing CEO, can clearly be seen in the CEO Benchmarks

section on page 145 of this report.

The Committee is always led by performance first. Subject to

satisfactory personal performance, it hopes to increase the

CEO’s package in increments to the median of the group by

2028. This is likely to be achieved through a combination of:

salary increases above the rate applicable to his UK colleagues

142

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| Remuneration report continued | | | | | | | | | | | |

generally in each of the next three years; an increase to the

PSP grant level to 8x in 2027; and his annual grant level being

subject to re-benchmarking and consultation as part of the

2028 Remuneration policy renewal process.

In line with the company’s long-standing practices, applicable

to all employees, Luke will also receive for a limited period

reimbursement of certain relocation expenses including flights

and payment of shipping costs in locating to the UK.

#### Remuneration policy implementation for 2026

2026 Annual bonus and LTI performance measures

Given the fundamental strategic importance of continued

delivery of our pipeline and that 2025 was only the first year of

the new scorecard’s operation, we will continue to operate the

same measures for our Annual bonus.

The Annual bonus measures for 2026 will remain:

|  |  |
| --- | --- |
|  |  |
| Measure | Weighting |
| Sales | 25% |
| Core operating profit | 25% |
| Pipeline | 20% |
| Strategic, operational and Responsible  Business (RB) | 30% |

Targets will continue to be set in the context of the Board’s

priorities of continuing the transformation of the company,

fulfilling ambitious revenue targets and delivering sustained

creation of shareholder value through financial ambition,

innovation and growth of the pipeline and continued

consideration of whether new technologies can both improve

our ways of delivering and enable us to deliver new things.

In managing all of these goals, we continue to focus on

navigating the geo-political landscape and embracing new

opportunities.

Both the scorecard measures and specific targets will be kept

under review in subsequent years to ensure it remains relevant

and aligned to the Board’s priorities.

We set out how the annual bonus Pipeline measure works

in full on page 150. In summary, it seeks to reward delivery of

shorter-term, large, publicly reported R&D milestones for GSK's

priority pipeline assets, which together are expected to deliver

the company's 2031 Outlook. The Science Committee supported

our Committee in confirming the appropriateness and stretch in

the Pipeline measure.

Our 2026 PSP LTI measures will also remain:

|  |  |
| --- | --- |
|  |  |
| Measure | Weighting |
| Relative TSR | 40% |
| Sales | 17.5% |
| Core operating profit | 17.5% |
| Pipeline | 17.5% |
| RB: Composite score | 7.5% |

These measures seek to reinforce over-delivery of our longer-

term outlooks. The PSP LTI Pipeline measure is differentiated to

the Annual bonus measure as importantly it focuses on the

value and volume achievement of the overall pipeline

supporting our 2031 Outlook and beyond. This measure will only

vest, either in full or in part, if at the time of vesting the most

recently governed and published 2031 sales outlook (last

updated in February 2025) remains at least £40 billion1.

Our RB measure directly aligns and rewards delivery against

the company’s full RB programme. The Committee appreciates

the prior review of this measure by the Corporate Responsibility

Committee as the subject matter experts in setting challenging

longer term targets here.

You can read in detail about our continued progress in year,

and our ambitions in the context of our six RB focus areas, on

pages 48 to 58.

Path to ensuring competitive compensation

As mentioned at the outset of this statement, the Committee

wishes to ensure that total target pay for our senior executives

are at the median against the peer group over the next two to

three years. Given the caps on variable pay, this will require

setting the base salary moderately above median level.

The Committee also always takes time to consider the internal

relativities of pay in the Group and noted that the UK wider

workforce annual increase was 3.3%. It was agreed that the

CFO’s performance merited a base salary increase of 3.3%

consistent with that level. The new CEO’s salary was set in

September 2025 at below the level of his predecessor, even

though this clearly resulted in the package initially being further

below the median. His salary is not due to be reviewed until

December 2026. The outgoing CEO’s base salary will remain

unchanged during her employment for 2026.

For completeness, the Chair also received a 3.3% increase in

line with the wider workforce. An explanation of changes to the

Non-Executive Director fees is given on pages 158 and 159.

(1) See assumptions and basis of preparation related to 2025 guidance,

2021-26 and 2031 Outlooks on the inside back cover of the 2024 Annual

Report

143

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Thank you

Once again, I would like to take this opportunity to thank

shareholders for their support and engagement with our

new Policy. We were pleased to be able to engage with

the majority of the company’s shareholder register and

received very clear support for the current Policy. I would

like to congratulate all our people for all they have achieved

in 2025 and the delivery of another strong year of

performance, and thank my fellow Committee colleagues

for their support. Last but not least, I would also like to

thank colleagues on the Board from the Science and the

Corporate Responsibility committees for their continued

collaboration in supporting the Committee’s aim to set

stretching targets and in assessing performance against

them.

I welcome all shareholders’ feedback on this report ahead

of our AGM. We look forward to receiving your support for our

Annual report on remuneration at our Annual General Meeting

on 6 May 2026.

Wendy Becker

Remuneration Committee Chair

4 March 2026

![GSK_AR25_Case_Study_Keylines_P143.svg]()

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
|  | 2026 Executive Director remuneration summary | | |  |  |
|  |  |  | Luke Miels (CEO) | Julie Brown (CFO) |  |
|  |  | Fixed remuneration |  |  |  |
|  |  | Salary | £1,375,000 | £1,056,446 – 3.3% increase |  |
|  |  | Pension | 7% (plus up to 3% of £66,666 if matched)  Aligned to wider UK workforce | |  |
|  |  | Performance pay |  |  |  |
|  |  | Annual bonus  (% of salary) | Maximum opportunity: 300% | |  |
|  |  | On-target: 150% | On-target: 100% |  |
|  |  | LTI  (% of salary) | Maximum: 725% | Maximum: 400% |  |
|  |  |  | Threshold: 145% | Threshold: 100% |  |
|  |  | Share ownership requirement  (% of salary) | 725% | 400% |  |
|  |  |  |  |  |  |

144

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| Remuneration report continued | | | | | | | | | | | |

|  |
| --- |
|  |
| CEO transition |

#### Appointment arrangements for Luke Miels

Luke Miels joined the Board as CEO on 1 January 2026, as announced on 29 September 2025. Luke was not a Director during 2025,

so no disclosures are required in the various tables in this report. Details of the appointment process the Board followed are outlined

on page 115. Consistent with our aim to be transparent, the key terms of appointment are summarised for 2026 below.

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
|  |  |  |  |  |  |
|  |  | Key terms |  | Summary |  |
|  |  | Starting salary |  | £1,375,000 with effect from 1 January 2026. This is likely to be subject to 10-12% salary increases in each of 2027 and 2028  to reach total target pay towards the median of our size-adjusted global peer group of biopharma companies |  |
|  |  |  |  |  |  |
|  |  | Standard benefits |  | In line with long-standing practices, these include reimbursement of certain relocation expenses, including flights  and shipping costs etc (grossed up for relevant taxes). Private medical benefits are consistent with the company’s  policies and do not envisage continuation following cessation beyond any notice period |  |
|  |  |  |  |  |  |
|  |  | Annual bonus |  | Annual bonus will be at the same level as the previous CEO, with an on-target level of 1.5x salary (maximum 3x salary)  and the same deferral terms. The annual bonus measures scorecard for 2026 is set out on page 155 of this report |  |
|  |  |  |  |  |  |
|  |  | Performance Share  Plan (PSP) |  | A 2026 PSP grant will be made at the 2025 multiple level for the previous CEO of 7.25x salary. This is within the  Policy maximum of 8x salary approved at the 2025 AGM. We envisage moving to that level for the 2027 grant.  To reach the median of our peer group, it will require another increase in 2028. The performance measures for  the 2026 PSP grants are set out on page 156 of this report |  |
|  |  |  |  |  |  |
|  |  | Share ownership  requirements  (SOR) |  | Consistent with our Policy, Luke’s SOR will be aligned to his PSP grant level, so is currently set at 7.25x for 2026 but is  expected to increase to 8x in 2027 |  |
|  |  |  |  |  |
|  |  |  | Luke currently holds 1,435,418.32 shares in respect of his new SOR, i.e. 7.25x his new base salary. This only includes  shares held under any share plans once any performance conditions have been met and then only on a net-of-tax  basis. He intends to retain shares arising from outstanding and new awards (other than to settle tax) until he reaches  his new CEO SOR of 7.25x |  |
|  |  |  |  |  |  |
|  |  | Service contract |  | His service contract requires 12 months’ notice from either side and is generally consistent with that of the CFO, except  that the opportunity was taken to update the contract to include specific provisions that permit the Board to make any  termination payments on a phased basis and offset any remuneration from any succeeding role |  |
|  |  |  |  |  |  |
|  |  |  |  |  |  |

![GSK_AR25_Case_Study_Keylines_P144a.svg]()

![GSK_AR25_Case_Study_Keylines_P144b.svg]()

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|  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |
|  | Overview of new CEO’s 2026 remuneration package  The following table compares Luke Miels remuneration to the outgoing CEO’s 2025 arrangements. | | | | | | |  |
|  |  |  |  | Overview | Comparison with  outgoing CEO | Trend versus  outgoing CEO | Rationale |  |
|  |  | Base salary |  | £1,375,000 | 4.1% decrease on  2025 base | ↓ | Lower salary awarded on initial  appointment reflecting that Luke  is new in role  To achieve the agreed target of  delivering a median package will  require meaningful increases in base  salary over the next few years as he  develops into the role |  |
|  |  |  |  |  |  |  |  |  |
|  |  | Pension |  | GSK pension contributions or  cash supplements of 7% of  base salary and matching  contributions of up to 3% on  the first £66,666 of salary | Identical opportunity | → | Aligned with wider workforce in the  UK |  |
|  |  |  |  |  |  |  |  |  |
|  |  | Annual bonus |  | On-target bonus of 150% with  maximum of 300% | Identical opportunity | → | To incentivise the CEO to over-deliver  and recognise execution of the  business strategy on an annual basis |  |
|  |  |  |  |  |  |  |  |  |
|  |  | LTIs |  | 2026: 7.25x base salary | Identical opportunity | → | To incentivise the CEO to over-deliver  and recognise execution of the longer  term strategy |  |
|  |  |  | 2027: 8x base salary | Increase is permitted under  the Policy assuming  performance merits it |  |
|  |  |  |  |  |  |  |  |  |
|  |  | SOR |  | 7.25x base salary aligned to  LTI multiple | Identical, aligned to LTI  multiple | → | To align the interests of the CEO with  those of shareholders |  |
|  |  |  |  |  |  |  |  |  |
|  |  | Details of the leaving arrangements for Emma are given on page 162 | | | | | |  |

145

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| Strategic report | |  | Corporate governance | |  | Financial statements | |  | Investor information | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Remuneration report continued | | | | | | | | | | | |

#### Understanding the new CEO remuneration package

We continue to believe in the fundamental principle of incentivising out-performance and penalising underperformance to support

our performance culture and long term strategy. The Committee is driven by the need to ensure our Policy is aligned to support

strategic delivery and that incumbents are paid appropriately to be retained and incentivised. While this section focuses on

progression to peer group median, the Committee does not wish to slavishly follow the median and is also focused on individual

performance and capability of senior executives. That said, the current discounts to our competitors are considered much too

great and drive internal compression, and assuming continued strong performance, we would expect to move the policy over the

next few years.

To that end, as provided for in the new Policy approved by shareholders at the 2025 AGM, the Committee’s objective is to ensure

that the new CEO’s total target pay is set around the median of our size-adjusted global biopharma peers. The former CEO’s

package for 2025 was set at c.82% of the median with a view to reaching median remuneration over the next few years, subject

to performance. Setting a lower starting salary for Luke Miels, the new CEO, reflects that this is his first group CEO role. However,

this means he is commencing his tenure even further below our peer group median at around 78%, given another year of peer

group increase.

While the Board decided that Luke was the best available candidate regardless of the package other candidates could

command, the Committee did note that several candidates earned considerably more than the outgoing CEO which reinforces

our commitment, subject to ongoing performance, of moving to a competitive median level.

To meet the Committee’s longer-term objective, subject to Luke’s performance in role, this will require a c.26% salary increase if the

bonus and PSP multiples remain unchanged. Over 2025, GSK has achieved a significant re-rating of its share price (up 35%)

which we committed to achieving prior to increasing the PSP award level to 8x. Given the re-rating, we proposed to increase Luke’s

PSP grant level to the current policy maximum of 8x salary in 2027. This reduces the gap to median (based on 2025 data) to c20%.

If his CEO PSP grant level is increased further beyond the current 8x maximum multiple at the next policy review in 2028, it would

reduce the gap to the 2025 median further and better reflect our commitment to maintaining and further strengthening our

performance culture. This will need to be confirmed against updated market data which we will share at our next formal

consultation.

These forward projections to our peer group are all to 2025 data with no allowance for increases to constituent CEO peers’

packages or ageing of their data. Going forward, the Committee will be monitoring Luke’s performance, as he takes on his new role,

and the competitiveness of his total target remuneration.

#### Competitive CEO remuneration

Median TDC (£m)

![31885837210203]()

£8.4m

Luke Miels, CEO - 2026

Key

£8.8m

|  |  |  |
| --- | --- | --- |
|  |  |  |
| n |  | Salary |
| n |  | Annual bonus |
| n |  | LTI |

Emma Walmsley, outgoing CEO - 2025

Size-adjusted global biopharma peers - 2025

£10.8m

£m

#### GSK CEO remuneration versus new peer group (2025 data)

Other

peers

Emma

Walmsley

Luke

Miels

![31885837209685]()

Key

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  |  |  |  |  |
|  |  |  |  |  |
|  |  |  |  |  |

|  |
| --- |
|  |
| LTI |
| Bonus |
| Salary |

|  |
| --- |
|  |
| 17.5 |
| 15 |
| 12.5 |
| 10 |
| 7.5 |
| 5 |
| 2.5 |
| 0 |

![]()

Median

![]()

![]()

146

|  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Strategic report | |  | Corporate governance | |  | Financial statements | |  | Investor information | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| 2025 remuneration at a glance | | | | | | | | | | | |

![GSK_AR25_Case_Study_Keylines_P146a.svg]()

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  |  |  |  |  |
|  | 2025 Total remuneration |  |  |  |
|  |  |  |  |  |
|  | Emma Walmsley, outgoing CEO |  | Julie Brown, CFO |  |
|  |  |  |  |  |
|  |  |  |  |  |
|  |  |  |  |  |
|  |  |  |  |  |

![65]()

![78]()

|  |  |  |
| --- | --- | --- |
|  |  |  |
| 16% | 84% | £10.56m |

|  |  |  |
| --- | --- | --- |
|  |  |  |
| 53% | 47% | £4.17m |

|  |  |  |
| --- | --- | --- |
|  |  |  |
| 13% | 87% | £15.68m |

|  |  |  |
| --- | --- | --- |
|  |  |  |
| 23% | 77% | £9.73m |

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
| l |  | Fixed pay – salary, benefits, pensions and CFO buyout | l |  | Performance pay – annual bonus and vested LTIs |

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
|  |  |  |  |  |  |
|  | 2025 Pay for performance | |  |  |  |
|  | 2025 Annual bonus outcome: Overall payout 82% and 72% of maximum for outgoing CEO and the CFO respectively | | | |  |
|  |  |  |  |  |  |
|  | Measures | Performance |  |  |  |
|  | Total sales growth1 |  |  | 50.25 of 75% |  |
|  |  |  | 42 of 75% |  |
|  | Core operating profit growth |  |  | 54 of 75% |  |
|  |  |  | 47 of 75% |  |
|  | Pipeline performance |  |  | 51.75 of 60% |  |
|  |  |  | 49 of 60% |  |
|  | Strategic and operational  and RB |  |  | 90 of 90% |  |
|  |  |  | 78 of 90% |  |

![GSK_AR25_Case_Study_Keylines_P146b.svg]()

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |
| l |  | Outgoing CEO | l |  | CFO | l |  | Lapsed |

![31336081396120]()

![31336081396131]()

![31336081396098]()

![31336081396109]()

![31336081396076]()

![31336081396087]()

![31336081396142]()

![31336081396154]()

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
|  |  |  |  |  |  |
|  | 2025 Annual bonus delivery | |  |  |  |
|  |  |  |  |  |  |
|  | Emma Walmsley,  outgoing CEO  Overall bonus 246% of salary |  |  | 246% | |
|  |  |  |
|  |  |  |  |  |  |
|  | Julie Brown, CFO  Overall bonus 216% of salary |  |  | 216% |  |
|  |  |  |  |

|  |  |
| --- | --- |
|  |  |
| 146% | 100% |

![31336081394832]()

|  |  |
| --- | --- |
|  |  |
| 116% | 100% |

![31336081394956]()

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
|  |  |  |  |  |  |
| l |  | Shares deferred for 3 years | l |  | Cash |

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
|  | 2023 LTI PSP outcome: Overall vesting 82% of maximum | | |  |  |
|  | Measures | Performance |  |  |  |
|  | Total sales growth1, 2 |  |  |  |  |
|  | Core operating profit growth2 |  |  |  |  |
|  | Pipeline performance |  |  |  |  |
|  | Relative TSR |  |  |  |  |
|  | RB: environment |  |  |  |  |

![31336081394023]()

|  |  |
| --- | --- |
|  |  |
|  | 20% of a maximum 20% |

|  |  |
| --- | --- |
|  |  |
|  | 20% of a maximum 20% |

|  |  |
| --- | --- |
|  |  |
|  | 20% of a maximum 20% |

![31336081394034]()

|  |  |
| --- | --- |
|  |  |
|  | 12% of a maximum 30% |

|  |  |
| --- | --- |
|  |  |
|  | 10% of a maximum 10% |

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
|  |  |  |  |  |  |
| l |  | Vested | l |  | Lapsed |

(1) Total sales is referred to as Group turnover elsewhere in the report

(2)  Excluding COVID-19 solutions

147

|  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Strategic report | |  | Corporate governance | |  | Financial statements | |  | Investor information | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Annual report on remuneration | | | | | | | | | | | |

|  |
| --- |
|  |
| 2025 Executive Directors’ total remuneration (audited) |

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |
|  | Fixed pay | |  | Pay for performance | | |  |  |
|  |  |  |  |  |  |  |  |  |
|  | Salary  Pension | Benefits  Other |  | Annual bonus |  | LTI awards  (2023 PSP award vesting) |  | Total remuneration |
|  |  |  |  |  |  |  |  |  |

![]()

![GSK_Rem_Measures_BG_2025_Fixed_Pay_measures.svg]()

|  |  |
| --- | --- |
|  |  |
|  | Read more on page  148 |

|  |  |
| --- | --- |
|  |  |
|  | Read more on pages  149 to 152 |

|  |  |
| --- | --- |
|  |  |
|  | Read more on pages  153 and 154 |

![]()

The following sections from this page to page 168 provide details of each element of ‘2025 Total remuneration’ and how the

Committee implemented the company’s shareholder-approved 2025 Remuneration policy during the year in terms of fixed and

performance pay.

|  |
| --- |
|  |
|  |
| 2025 Total remuneration (audited) |

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
|  |  |  | Emma Walmsley,  Outgoing CEO(1) |  |  | Julie Brown,  CFO |
|  |  | 2025  £000 | 2024  £000 |  | 2025  £000 | 2024  £000 |
| Fixed pay |  |  |  |  |  |  |
| Salary |  | 1,431 | 1,363 |  | 1,023 | 990 |
| Benefits |  | 583 | 180 |  | 101 | 64 |
| Pension |  | 102 | 98 |  | 72 | 69 |
| Other(2) |  | — | — |  | 1,088 | 1,088 |
| Total fixed pay |  | 2,116 | 1,641 |  | 2,284 | 2,211 |
|  |  |  |  |  |  |  |
| Pay for performance |  |  |  |  |  |  |
| Annual bonus(3) |  | 3,520 | 2,855 |  | 2,209 | 1,955 |
| Vesting of PSP LTI awards(4) |  | 10,045 | 6,063 |  | 5,237 | — |
| Total pay for performance |  | 13,565 | 8,918 |  | 7,446 | 1,955 |
|  |  |  |  |  |  |  |
| Total remuneration |  | 15,681 | 10,559 |  | 9,730 | 4,166 |
|  |  |  |  |  |  |  |

(1) CEO succession: Emma Walmsley was succeeded by Luke Miels as CEO on 1 January 2026. Details of his remuneration for 2026 can be found on page 144.

Details of the leaving arrangements for Emma are given on page 162

(2) Other: In 2025 Julie Brown received the last of two payments as part of her buyout arrangements in relation to her joining GSK from Burberry Group during

2023. Full details of the two stage, two year, buyout agreed by the Committee were set out on page 149 of the 2022 Annual Report. The Committee sought

to ensure that Julie was compensated on a like-for-like basis as far as possible. In fulfilment of these arrangements, the CFO purchased 22,500 GSK shares

in June 2023

(3) Annual bonus: Comprises the total bonus (both cash and deferred shares under the Deferred Annual Bonus Plan (DABP)). Details of the mandatory DABP

deferrals for 2025 and 2026 are set out on page 164

(4) 2023 Performance Share Plan (PSP) vesting in 2026: For the outgoing CEO and the CFO, the figure has been valued based on the closing price on 13

February 2026 of £21.65. The share price on 8 February 2023, one day prior to the date of grant for the outgoing CEO, was £15.01. The CFO joined GSK

during 2023 and received her 2023 grant on 27 April 2023. The share price on 26 April 2023, one day prior to the date of grant was £14.42. This award will

not vest until April 2026. The final actual value of the amount the CFO received and any actual value attributed to share price appreciation over the

performance period will be restated in the 2026 Annual Report. Of the vested amounts for the outgoing CEO and the CFO, £3.08 million (31%) and £1.73

million (33%) were attributable to the overall share price appreciation over the performance period respectively. Following consideration, the Committee

did not exercise any discretion in relation to the vesting of the awards or share price appreciation, given that shareholders have also benefitted from this

improvement

148

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Strategic report | |  | Corporate governance | |  | Financial statements | |  | Investor information | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Annual report on remuneration continued | | | | | | | | | | | |

|  |
| --- |
|  |
| Fixed pay 2025 and 2026 (audited) |

#### Salary

The Committee is very aware of the sensitivity among stakeholders to levels of pay. Before setting or reviewing salary, it considered

the average increases awarded to employees below Executive Director level and the multiplier effect of increases in base salaries

on total remuneration opportunity. The Committee considered the wider economic context, individual performance and market

positioning of the increases awarded. The table below sets out the base salaries and increases agreed for 2025 and 2026 for the

Executive Directors compared to increases for the UK workforce.

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
|  | 2025 and 2026  effective dates |  | % change |  |  |  | Salary £000 |
|  | 2026 | 2025 |  | 2026 | 2025 | 2024 |
| UK employees | 1 April | 3.3 | 3.3 |  |  |  |  |
| Luke Miels | 1 January | N/A | N/A |  | 1,375 | — | — |
| Julie Brown | 1 January | 3.3 | 3.3 |  | 1,056 | 1,023 | 990 |
| Emma Walmsley | 1 January | — | 5.0 |  | 1,431 | 1,431 | 1,363 |

#### Benefits

This table provides an analysis of total benefits (grossed up for tax) received by the Executive Directors in 2025 and 2024.

The UK remuneration reporting regulations require the company to add into each Executive Director’s total benefits all items that

are deemed by tax authorities to be a taxable benefit for them. These include employee benefits as well as business-related services

provided to employees to assist or enable them to carry out their role, which a tax authority has deemed to be a taxable ‘benefit’ to

the individual. Given these are business expenses, the company meets the tax that arises on them, so the items are shown grossed

up for tax.

The overall spend on employee ‘Business-related services’ increased significantly in 2025 in addressing the advice resulting from an

external security review most especially in respect of the CEO. This advice is in line with the actions of many industry peers to further

improve security protection arrangements for our Executive Directors and the Chair (as can be seen from the table on page 159)

following an increase in the external threat landscape at the end of 2024. This is not currently anticipated to involve annual

recurring expenses at this level for these individuals. The increase in Emma Walmsley’s ‘Benefits available to employees’ is mainly

attributed to family private medical support.

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
|  | Emma Walmsley | |  | Julie Brown | |
|  |  | Benefits  £000 |  |  | Benefits  £000 |
|  | 2025 | 2024 |  | 2025 | 2024 |
| Business-related services | 400 | 77 |  | 55 | 25 |
| Benefits available to employees | 183 | 103 |  | 46 | 39 |
| Total benefits | 583 | 180 |  | 101 | 64 |

#### Pensions

Pension arrangements for Executive Directors are aligned with the wider workforce. They received GSK pension contributions or

cash supplements of 7% of base salary and matching contributions of up to 3% on the first £66,666 of salary for 2025.

The table below shows the breakdown of the pension values included in 2025 Total remuneration on page 147.

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
|  |  |  |  |  |  |
| Pension remuneration values | Emma Walmsley  (£000) | |  | Julie Brown  (£000) | |
| 2025 | 2024 |  | 2025 | 2024 |
| UK defined contribution | 7 | 7 |  | — | — |
| Employer cash contributions | 95 | 91 |  | 72 | 69 |
| Pension | 102 | 98 |  | 72 | 69 |

149

|  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Strategic report | |  | Corporate governance | |  | Financial statements | |  | Investor information | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Annual report on remuneration continued | | | | | | | | | | | |

|  |
| --- |
|  |
| 2025 Pay for performance (audited) |

#### Annual Bonus

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| Total sales  growth  25% |  | Core operating  profit growth  25% |  | Pipeline  performance  20% |  | Strategic,  operational and RB  30% |  | Annual bonus |

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| l | Financial measures: 50% | l | Operational measures: 50% |

2025

#### Annual bonus

The following table shows the Annual bonuses earned compared to the bonus opportunity for 2025:

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
|  | 2025 and 2026 Bonus opportunity | | | 2025 Bonus earned | | | 2025 Bonus paid as  (£000) | |
|  | Target  (% of salary) | Maximum  (% of salary) | 2025 salary  (£000) | %  of Maximum  bonus | %  of Salary  earned | Total 2025  bonus  (£000) | Cash | Value of  DABP share  award |
| Bonus |
| Emma Walmsley | 150 | 300 | 1,431 | 82 | 246 | 3,520 | 1,431 | 2,089 |
| Julie Brown | 100 | 1,023 | 72 | 216 | 2,209 | 1,023 | 1,186 |

Details of the mandatory deferral by Executive Directors into the DABP for the 2025 bonus are set out on page 164.

#### 2025 Annual bonus performance

2025 Financial measures outcomes

Total sales growth

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
|  |  | Threshold: 3.8% | | | Maximum: 9.8% |  |
|  |  |  |  |  |  |  |
|  |  |  | Target: 4.8% | | |  |
|  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |
|  |  |  |  |  | Actual: 6.5% (+1.7%)  50.25% of salary for  outgoing CEO  42% of salary for CFO | |
|  |  |  |  |  |

Core operating profit growth

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
|  |  | Threshold: 7.4% | | | | Maximum: 13.4% | |  |
|  |  |  |  |  |  |  |  |  |
|  |  |  |  | Target: 8.4% | | | |  |
|  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |
|  |  |  |  |  | Actual: 10.6% (+2.2%)  54% of salary for  outgoing CEO  47% of salary for CFO | | | |
|  |  |  |  |  |

![571]()

![501]()

2025 Financial performance

These targets were set following consideration of analyst consensus as well as internal budgets. Threshold and maximum

performance was at 1% below and 5% above target growth respectively. The Total sales growth and Core operating profit growth

targets and outcomes for the purposes of the Annual bonus calculation are based on CER.

|  |
| --- |
|  |
| 2025 Financial performance |

– GSK delivered strong performance in 2025 with strong sales, Core operating profit and Core EPS growth driven by double-digit

momentum of the Specialty Medicines portfolio, across respiratory, immunology & inflammation, oncology and HIV. This was

higher than the guidance provided at the start of the year and affirms delivery of GSK’s growth outlooks for the period 2021-26

– Delivered full-year reported Group sales of £32.7bn (+4% AER, +7% CER)

– Specialty Medicines growth was 14% AER, 17% CER. Vaccines was stable at AER, but increased 2% CER. General Medicines was

broadly stable with a decline 4% AER, 1% CER

– Core Group operating profit CER growth was 11% CER, reflecting Specialty Medicines and Vaccines growth, SG&A productivity,

higher royalty income and disciplined increased investment in R&D portfolio progression in Oncology and Vaccines

– Core EPS was 172.0p (+8% AER, +12% CER)

|  |
| --- |
|  |
|  |

150

|  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Strategic report | |  | Corporate governance | |  | Financial statements | |  | Investor information | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Annual report on remuneration continued | | | | | | | | | | | |

2025 Pipeline performance

This new element of the Annual bonus was introduced in 2025. It focuses on ensuring that executives have a direct link to the

delivery of pipeline milestones. It was designed to incentivise and reward ‘on-time in full’ delivery of near-term outcome-based

milestones across our priority assets and business development objectives. It reinforces alignment across the entire executive team.

|  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |
| Points achieved against milestones: | | | | |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |
|  |  |  | Threshold: 12.7 Points | | Maximum: 59.0 Points | | | |  |
|  |  |  |  |  |  |  |  |  |  |
|  |  |  | Target: 30.4 Points | | |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  | Actual: 51.12 points  86.6% of maximum points  – 51.75% of salary for  outgoing CEO  – 49.00% of salary for CFO | | |
|  |  |  |  |  |  |  |

![489]()

Target-setting and performance review process

These targets were set at the start of the year following the Science Committee’s review of the assets in the pipeline and the short-

term opportunities to accelerate them. For each of the launches and next-wave assets, key inflection points that could be achieved

in 2025 were agreed by the Committee and set as the respective threshold, target and stretch deliverables. Each of those priorities

were weighted and assigned points based on their contribution to peak-year sales or their ‘value potential’.

At the end of 2025, the Science Committee reviewed performance against the milestones during 2025 and recommended the

following performance levels, which were subsequently approved by the Committee. Full details of the progress achieved by R&D

in 2025 is provided on pages 15 to 34. (The full pharmaceutical and vaccine pipeline is set out on pages 34 and 284 to 286.)

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| Overview of milestones achieved during the year by therapeutic area (including business development) | |  | Total points for therapeutic area |
|  |  |  |  |
|  |  |  |  |
|  | Respiratory, immunology and inflammation  (Asthma portfolio, COPD portfolio, camlipixant,  Low-carbon Ventolin) |  | 15.12 points |
|  |  |  |  |
|  | HIV  (Cab ultra, N6LS, VH’499) |  | 2.50 points |
|  |  |  |  |
|  | Oncology  (Blenrep, B7-H3, B7-H4 and Jemperli) |  | 12.50 points |
|  |  |  |  |
|  | Vaccines and Infectious Diseases  (mRNA respiratory, Pneumococcal franchise, Men ACBWY,  bepirovirsen, gepotidacin and tebipenem) |  | 16.00 points |
|  |  |  |  |
|  | Commitments to Target and Phase II starts |  | 5.00 points |
|  | Total points |  | 51.12 points |

![REM chart_Images.jpg]()

151

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Strategic report | |  | Corporate governance | |  | Financial statements | |  | Investor information | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Annual report on remuneration continued | | | | | | | | | | | |

2025 Strategic, operational and RB performance

At the beginning of 2025, after agreeing GSK’s three-year plan for 2025-2027 and following review of the company’s long-term

outlook and the Board’s priorities for the year ahead, the Committee agreed the financial bonus targets for the CEO and CFO and

set their individual strategic and operational measures for 2025. At year-end, after the Board’s review of GSK’s performance, the

Committee received and considered specific performance assessment reports against the deliverables set for each Executive

Director. These showed the extent of achievement against each deliverable. In completing its assessment, the Committee also

considered shareholder experience and external market valuation alongside performance outcomes.

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Objectives | Achievement during 2025 | Performance  assessment |
|  |  |  |
| Emma Walmsley  Financial performance was strong with GSK delivering at the top end, of our twice upgraded guidance, closing the year with  7% top line sales growth and 11% core operating profit. GSK’s reshaped portfolio is demonstrating resilience with a strengthening  contribution from Specialty Medicines. For the longer term and the achievement of the 2031 targets, Innovation delivery and  pipeline execution remained a core focus. GSK achieved five new FDA approvals, and the early and late-stage pipeline was  strengthened with targeted BD and collaborations in technology and AI/ML. In addition to the targets set at the beginning of the  year, Emma personally provided significant engagement and leadership for GSK on MFN and tariff management to ensure the  conclusion of an agreement with the US government before the end of the year. She also contributed significantly to an effective  and smooth CEO transition  The following table sets out her performance against her objectives | | |
| Deliver pipeline goals  for priority assets | – Five out of five major FDA approvals were delivered in 2025 (Blujepa, Penmenvy, Nucala COPD,  Blenrep and Exdensur)  – Strong overall pipeline progress, with pipeline progression above target, notably for depemokimab  COPD, Nucala COPD, B7-H3, B7-H4, MAPS, bepirovirsen and gepotidacin  – 15 scale opportunities expected to launch and contribute to sales before 2031 (previously 14, with  FGF21 added)  – Completed BD transactions to acquire assets in respiratory, immunology and inflammation, and  oncology; several new material research alliances and partnerships established | Exceeded |
| Deliver Innovation  sales | – Delivered Innovation Sales above Plan accounting for 23% of total sales. Material over delivery of  Specialty and ViiV Innovation sales portfolio | Exceeded |
| Deliver financial Plan  and effective external  communication for the  company | – Delivered the financial Plan exceeding guidance for 2025 – with sales of £32.7 billion, +7% driven by  strong growth and increasing with double-digit growth in Specialty, Oncology and HIV  – Significant focus on SG&A enabling improvement to the SG&A to sales ratio with Q4 restructuring  charges absorbed in the plan  – Share buyback programme executed as per plan | Exceeded |
| Deliver digital, data  and tech milestones | – Leveraged unique insight and connection to tech companies to drive continued AI capability  embedding at scale in global functions, manufacturing, R&D and commercial with measurement of  efficiencies achieved  – Excellent progress across the R&D data/AI technology goals driving improvements in cycle time, cost  and attrition  – 7,900 employees completed the Enterprise Digital Fluency training, local training at 50+ sites  – Two-day demonstration with the Board on AI/ML in action across the business | Exceeded |
| Meet Trust goals and  protect and build  GSK’s reputation | – Constructive engagement with governments and response to changes in macro-trading environment  – Global Health and Access ahead of goal  – Low Carbon Ventolin filing delivered in December 2025 and all commercial activities on track for  launch in 2026  – Cyber maturity program exceeding commitments  – Highly effective external CEO communication and engagement building reputation and shaping of  policy, including prevention, technology and access | Exceeded |
| Culture progress | – Embedded ‘Ahead Together’ culture with measurable progress on accountability and performance  mindsets, notably in R&D  – Successfully launched the new Learning & Development Hub to deliver personalised learning via an  integrated digital experience positioning GSK to accelerate capability development at scale. Close to  60% of employees accessed in first two months | Fully met |
| GLT succession  planning | – Personally led and invested in the management programme to ensure multiple strong internal and  external candidates were identified and developed for all GLT roles for best in class succession  culture  – CEO transition - providing support and development for incoming CEO | Exceeded |
| The Committee commended the outgoing CEO on her performance in her last year and determined that she had clearly exceeded her individual  objectives and that 90% out of the 90% maximum should be attributed to her overall bonus | | |
|  |  |  |

152

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|  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Strategic report | |  | Corporate governance | |  | Financial statements | |  | Investor information | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Annual report on remuneration continued | | | | | | | | | | | |

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Objectives | Achievement during 2025 | Performance  assessment |
|  |  |  |
| Julie Brown  Julie again delivered strong financial leadership and operational discipline in 2025, achieving significant overperformance  against plan while advancing cyber security maturity and building a high-performing Finance Leadership Team  The following table sets out her performance against her objectives | | |
| Deliver financial plan  and guidance | – Delivered full-year financial over-performance including two upgrades during the year. Sales of £32.7  billion, +7% and operating profit £9.8 billion, +11%  – Maintained robust forecasting and resource allocation discipline supporting near- and mid-term  growth  – Strategies were implemented successfully to manage tariffs and global pricing | Exceeded |
| Deliver path to  competitive P&L and  cash flow optimisation  including through Tech | – Achieved competitive P&L structure through SG&A optimisation and analytics-driven decisions  allowing additional capacity for R&D investments  – Improved profitability and cash conversion versus plan while enabling targeted investments behind  key brands and productivity drivers  – Enhanced transparency and granularity in management performance reviews  – Identified and progressed top three technology enablement priorities in finance (forecasting AI,  Smart resource allocation, Agentic AI) and the traversal  AI enabled resource allocation program has  gone live in five markets | Exceeded |
| Lead exceptional IR  deployment | – Partnering with GLT to deliver the investor program strengthening engagement around our catalysts  and improving quality of IR materials  – Held 94 investor engagements where she personally met with 100 shareholders (representing 45%  of ISC), 90 prospective holders and 24 sell-side analysts | Exceeded |
| Support execution of  Cyber security plan  and | – Strengthened protection against key threat vectors (ransomware, data theft, third-party risk  operational tech and resiliency) through targeted projects. The cybersecurity programme has been  successfully completed, delivering 129 projects in total, and is now transitioning to the BAU plan  for 2026 | Exceeded |
| Continue to build a  high performing and  high potential finance  leadership team | – The Finance Leadership Team has been strengthened through successful onboarding, engagement,  and succession planning. Step change delivered in Talent Management, Inclusion and Wellness and  Ahead Together culture | Met |
| The Committee determined that the CFO clearly exceeded her individual objectives and that 78% out of the 90% maximum should be attributed  to her overall bonus | | |

153

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|  |  |  |  |  |  |  |  |  |  |  |  |
| Strategic report | |  | Corporate governance | |  | Financial statements | |  | Investor information | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Annual report on remuneration continued | | | | | | | | | | | |

#### LTI awards

![GSK_Rem_Measures_BG_Vesting_of_2023_PSP_LTI_awards.svg]()

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
| Relative total  shareholder  return  30% |  | Total sales  growth  20% |  | Core operating  profit growth  20% |  | Pipeline  progress  20% |  | RB:  Environment  10% |  | Total vested LTI |

Vesting of 2023 PSP LTI awards

The targets for the 2023 awards were set in February 2023. In line with the Committee’s agreed principles, actual performance

against each measure is carefully reviewed and adjustments are made, as appropriate. This ensures that the vesting outcome

reflects genuine underlying business performance and has been delivered in line with our culture and values. The Committee

did not deem it appropriate to exercise any discretion in relation to the vesting of the awards or due to share price changes

since the grant of this award. Overall, 82% of the 2023 PSP awards vested against the targets set out below.

|  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  | Outcome and vesting level | | | |
|  | Performance measures  and relative weighting |  | Performance targets | | | | |  | Outcome |  | % of  maximum | % of  award |
|  | Relative TSR  (30%) |  |  | TSR ranking within comparator  group (10 companies) | | % vesting | |  | Ranked 5th |  | 40 | 12 |
|  |  | Maximum |  | 1st, 2nd, 3rd | 100 | |  |  |  |  |  |
|  |  |  |  | 4th | 70 | |  |  |  |  |  |
|  |  |  |  | 5th | 40 | |  |  |  |  |  |
|  |  | Threshold(1) |  | Median | 25 | |  |  |  |  |  |
|  |  |  |  | 6th or below | 0 | |  |  |  |  |  |
|  |  | (1) The median vesting threshold falls between two companies. The Relative TSR  comparator group is set out on page 168 of the 2024 Annual Report | | | | |  |  |  |  |  |
|  | Total sales growth  (20%) |  | Recognises the importance of the company's commercial ambitions with regard  to sales growth. The measure vests in accordance with the same vesting  schedule as for core operating profit (shown below), Growth for the performance  period is calculated using constant exchange rates (CER) and excluding  COVID‑19 solutions), with a target of £90.08bn. | | | | |  | £99.03bn |  | 100 | 20 |
|  | Core operating profit  growth  (20%) |  | Recognises the importance of the company's commercial ambitions with regard  to operating profit growth. Growth for the performance period is calculated using  CER, excluding COVID-19 solutions, with a target of £28.03bn | | | | |  | £30.22bn |  | 100 | 20 |
|  |  |  | Performance vs target | | % vesting | |  |  |  |  |  |
|  |  |  | Maximum |  | 105% | 100 | |  |  |  |  |  |
|  |  |  |  |  | 103% | 75 | |  |  |  |  |  |
|  |  |  |  |  | 100% | 50 | |  |  |  |  |  |
|  |  |  | Threshold |  | 99% | 25 | |  |  |  |  |  |
|  |  |  |  |  | <99% | 0 | |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | Pipeline progress  (20%) |  | Targets strengthening our pipeline through progression of high-quality assets  into pivotal trials and the achievement of regulatory approvals in major markets.  The points are allocated on achievement of these two equally weighted elements  of 10% | | | | |  |  |  |  |  |
|  |  |  | Measure | Threshold  25% | 50% | 75% | Maximum  100% |  |  |  |  |  |
|  |  |  | Pivotal trial starts | 12 | 14 | 16 | 20 |  | 28 points |  | 100 | 20 |
|  |  |  | Major regulatory  approval milestones | 17 | 19 | 20 | 22 |  | 24 points |  | 100 |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | RB: Environment (10%) |  | Recognises the importance of our Responsible Business priority and ambitions of  having a Nature Net positive and Climate Net Zero impact by 2030. The measure  includes six key performance measures (3x Climate ambitions and 3x Nature  ambitions) | | | | |  |  |  |  |  |
|  |  |  | 100% vesting | Every measure must have been achieved, and at least two of  the six measures, at least one in Climate and one in Nature,  must have exceeded their targets at the end of 2025 | | | |  | Met/  Exceeded |  | 100 | 10 |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | Total vesting in respect of 2023 PSP awards | | | |  |  |  |  |  |  |  | 82 |
| The peer group for the PSP award for 2023 can be found on page 152 of the 2023 Annual Report. | | | | | | | | | | | | |

154

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Strategic report | |  | Corporate governance | |  | Financial statements | |  | Investor information | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Annual report on remuneration continued | | | | | | | | | | | |

Pipeline progress (2023-25): Overview of assets contributing to outcome of this measure

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | Points achieved | Assets contributing to outcome achieved |
| Pivotal trial starts | 28 | bepirovirsen, dostarlimab, Blenrep, tebipenem,  camlipixant, Q4M ULA PrEP, niraparib, Low Carbon  Ventolin, Benlysta, depemokimab, B7-H3 ADC iv,  IDRX-42 oral, and FGF21 |
| Major regulatory approval milestones | 24 | gepotidacin, RSV OA PreF3, Men ABCWY,  dostarlimab iv, momelotinib, Blenrep, mepolizumab,  depemokimab and cab LAP im |

2023PSP performance outcome by Executive Director

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  | Granted | Vested(1) | Value of vested shares(1)  (£000) |
| Emma Walmsley(2) | 501,927 | 463,962 | 10,045 |
| Julie Brown(3) | 264,026 | 241,871 | 5,237 |

(1) The number of shares that vested and the value they represented at vesting includes dividend reinvestments during the performance period. These are

based on the vesting price of £21.65 on 13 February 2026

(2) The outgoing CEO’s award was made on 9 February 2023 when the share price was £15.01.

(3) The CFO joined GSK during 2023 and received her 2023 grant on 27 April 2023 when the share price was £14.42, this award will not vest until until April

2026. The final actual value of the amount received and any actual value attributed to share price appreciation over the performance period will be

restated in the 2026 Annual Report.

#### 2025LTI grants

The 2025 DABP awards, in respect of the deferral of 2024 bonus, and the 2025 PSP awards are set out below.

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
|  |  | 2025 DABP awards | |  |  |  | 2025 PSP awards |
|  | % of total 2024  bonus deferred | Number of  shares | Face value  of award(1)  £000 |  | Award level as %  of base salary | Face value  of award(3)(4)  £000 | Number of  shares |
| Emma Walmsley(2) | 52 | 103,980 | 1,492 |  | 725 | 10,373 | 722,873 |
| Julie Brown | 50 | 68,129 | 978 |  | 400 | 4,091 | 285,072 |

(1) The face values of the DABP and PSP awards have been calculated based on a share price of £14.35, being the closing price on 17 February 2025 (the day

before the grants). DABP awards are nil-cost options for the Executive Directors. No performance conditions are attached to the DABP awards, because

they reflect the mandatory three-year deferrals in respect of the Annual bonus for 2024

(2) The 2025 PSP award of 725% of base salary for the outgoing CEO was delivered via two grants. An initial grant of 575% of base salary was made in

February 2025 and a top-up award was granted in May 2025 of the balance of 150% of base salary (following shareholder approval of the 2025

remuneration policy at the company’s 2025 AGM). The top-up grant was calculated based on the same share price as the original grant of £14.35. The

initial grant will vest in February 2028 and the top-up will vest in May 2028, and is otherwise on the same terms

(3) 2025 PSP awards are conditional shares, based on the performance measures set out on page 164 of the 2024 Annual Report

(4) The performance period for the 2025 PSP awards is from 1 January 2025 to 31 December 2027. Awards vest at 20% for the outgoing CEO and 25% for the

CFO of maximum for threshold performance

155

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|  |  |  |  |  |  |  |  |  |  |  |  |
| Strategic report | |  | Corporate governance | |  | Financial statements | |  | Investor information | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Annual report on remuneration continued | | | | | | | | | | | |

|  |
| --- |
|  |
| 2026 Performance pay |

2026 Annual bonus measures

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| Total sales  growth  25% |  | Core operating  profit growth  25% |  | Pipeline  performance  20% |  | Strategic,  operational and RB  30% |  | Annual bonus  award |

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| l | Financial measures: 50% | l | Operational measures: 50% |

Target-setting

Following careful review of performance towards GSK’s 2031 Outlooks at the end of 2025 and pipeline progression, the three-year

plan for 2026-2028 was set. The Board then agreed the guidance for the year ahead and the key priorities for the new CEO and the

CFO. The Committee then considered these carefully together with current consensus expectations, before setting the Executive

Directors’ targets for the year ahead.

Inevitably, targets linked directly to our financial and strategic plan are commercially sensitive. So, the Committee does not consider

it appropriate to disclose these targets until the end of the year. To disclose them earlier may result in competitive harm. Details will

be disclosed in the 2026 Annual Report. The targets and outcomes are calculated based on CER.

Measures

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  | Total sales and Core  operating profit growth |  | The company’s guidance for 2026 is explained on page 82 of the Annual Report and details of GSK’s medium- and  long-range outlooks up to 2031 are also set out on page 82 and the ‘Guidance and outlooks, assumptions and  cautionary statements’ on inside back cover  These targets are set following the Board’s annual planning process and consideration of analysts’ consensus, to  ensure that the targets are sufficiently stretching and support the Committee’s aim to incentivise and reward over-  performance | |
|  |  |  |  |  |
|  | Pipeline performance |  | This element is focused on ensuring that executives have a direct link to the delivery of our pipeline milestones. It is  designed to incentivise and reward ‘on-time in full’ (OTIF) delivery of near-term outcome-based milestones across  our priority assets and pipeline acceleration and responsible business objectives. It also creates alignment across  the full Executive team  Priority assets represent major launches and next-wave programmes expected to deliver commercial success both  in the near and mid-term and beyond  For each of the major launches and next-wave assets, key inflection points which are expected in 2026 have been  set as the respective thresholds, targets and stretch deliverables, with those priorities weighted and assigned points  based on their value potential (i.e. contribution to peak-year sales). Points will then be awarded in each case based  on the milestones actually achieved for the relevant assets. 82% of points are available for priority assets and 18%  for early pipeline acceleration and responsible business.  The schedule of assets contributing to this measure for 2026, and their prioritisation were reviewed and approved  by the Science Committee before being agreed by the Committee. The 2026 assets are: | |
|  |  | – Bepirovirsen | – MAPS |
|  |  | – Blenrep | – Mocertatug rezetecan |
|  |  | – Camlipixant | – mRNA |
|  |  | – Depemokimab | – Risvutatug rezetecan |
|  |  | – Efimosfermin alfa | – Tebipenem |
|  |  | – HIV: CMC ULA PrEP; Q6M Tx & Q6M PrEP | – TSLP |
|  |  | – IL33 | – Velatinub |
|  |  | – Jemperli |  |
|  |  | The milestones achieved during the year (including business development) will be disclosed by therapeutic area: | |
|  |  | – Respiratory, immunology and inflammation | – Oncology |
|  |  | – Infectious diseases | – HIV |
|  |  | in the 2026 Annual Report together with the resulting bonus multiplier and the total points achieved (including for  business development). The progress achieved will be reviewed by the Science Committee before the Committee  agrees the remuneration outcomes | |
|  |  |  |  |  |
|  | Strategic, operational and  RB |  | The CEO and CFO’s key deliverables are agreed in principle by the Board before being set by the Committee in  January each year. They focus on supporting delivery of our performed guidance for the year, and towards the  ultimate delivery of our medium- and longer-term strategic outlooks to 2031 and beyond | |
|  |  |  |  |  |

156

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|  |  |  |  |  |  |  |  |  |  |  |  |
| Strategic report | |  | Corporate governance | |  | Financial statements | |  | Investor information | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Annual report on remuneration continued | | | | | | | | | | | |

2026 Performance Share Plan measures

![GSK_Rem_Measures_BG_2026_Performance_Share_Plan_measures.svg]()

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
| Total sales  growth  17.5% |  | Core operating  profit growth  17.5% |  | Pipeline  sustainability  17.5% |  | RB:  Composite  scorecard  7.5% |  | Relative TSR  40% |  | Performance  Share Plan  award |

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
| l | Financial measures: 35% | l | Operational measures: 25% | l | Shareholder alignment: 40% |

Target-setting and measures

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
|  | Total sales and  Core operating  profit growth |  | These targets are set following the Board’s annual  planning process and consideration of analysts’  consensus to ensure that the targets are sufficiently  stretching and support the Committee’s aim to  incentivise and reward over-performance. Details of  GSK's medium and long range outlooks up to 2031  are set out on page 82 and the 'guidance and  outlooks, assumptions and cautionary statements on  the inside back cover. The targets are commercially  sensitive at the time of grant. |  | Performance vs target | Proportion vesting |
|  |  | Below threshold | <99% of target | Nil |
|  |  | Threshold | 99% of target | CEO: 20%, CFO: 25% |
|  |  | Target | 100% of target | 50% |
|  |  |  | 103% of target | 75% |
|  |  | Maximum | 105% of target | 100% |
|  |  |  |  |  |
|  |  |  |  |  |  |  |
|  | Pipeline  sustainability |  | The Annual bonus Pipeline performance measure focuses on OTIF delivery of near-term milestones for priority assets that are  expected to contribute to the 2031 Sales outlook. The PSP measure focuses on GSK’s replenishment of the pipeline and  longer-term pipeline performance. For inclusion, a programme must be either a New Moleculer Entity (NME), or a new  indication that adds £0.5bn to peak-year sales. Programmes approved and launched during the three-year window will  contribute to the total number of assets and to the sales contribution. It is based on a matrixed assessment of:  – pipeline sales contribution to GSK’s long-range forecast (LRF) outlook. The target and vesting will each be based on 10-year  net risk-adjusted sales forecast i.e. the 2026-2028 target based on the 2035 LRF, and vesting based on the 2038 LRF and  – the number of programmes in Phase 2 and 3, and Registration and Approval  This element of the PSP will only vest, either in full or in part, if at the time of vesting the most recently governed and published  2031 Sales outlook remains at at least £40bn. (1) At the end of the period, a list of the programmes added or removed during  the period will be disclosed. However, the pipeline sales contributions in the 2035 and 2038 LRFs and the assessment matrix  will not be disclosed, because they are commercially sensitive. For the achievement of threshold performance for both the  pipeline sales contribution and the number of programmes, the vesting proportions shall be 20% for the CEO, and 25% for the  CFO  (1) See assumptions and basis of preparation related to 2026 guidance, 2021-26 and 2031 Outlooks on the inside back cover of the  2025 Annual Report | | | |
|  |  |  |  |  |  |  |
|  | RB: Composite  scorecard |  | The composite scorecard focuses on all the RB metrics within the Responsible Business Performance Rating. The rating is  reported on in detail in each year’s Annual Report, with the scorecard providing a balanced assessment of performance against  all our RB priorities. More details on the Rating and performance in 2025 are given on page 48. Performance will be calculated  by aggregating the annual performance across all the individual annual metrics within the rating for the three years of the PSP  performance period | | | |
|  |  | Performance |  |  | Vesting schedule |
|  |  | 70% or more of all metrics are on track | | | 100% |
|  |  | 60% of all metrics are on track | | | 75% |
|  |  | 50% of all metrics are on track | | | 50% |
|  |  | Less than 50% of all metrics are on track, but progress is being  made because at least 50% are either on track, or on track with  work to do (the ‘threshold’ vesting level) | |  | CEO: 20%, CFO: 25% |
|  |  |  | |  |  |
|  |  | Less than 50% of all metrics are either on track or on track with  work to do, the rest (i.e. more than 50%) are off track | |  | Nil |
|  |  |  |  |  |  |
|  | Relative TSR |  | Performance against our global biopharma peer  group of 13 companies (set out on page 160) will be  assessed using a percentile vesting approach. This  compares GSK’s actual TSR performance with that of  our peers. Threshold is at median performance and  maximum 100% vesting is set at upper quintile  performance. Vesting levels between median and  upper quintile are determined on the basis of  a straight-line interpolation | TSR performance | | Vesting schedule |
|  |  | Above upper quintile | | 100% |
|  |  | Upper quintile | | 100% |
|  |  | Between median and upper quintile | | Straight-line interpolation |
|  |  | Median (threshold vesting) | | CEO: 20%, CFO: 25% |
|  |  | Below median of peer group | | Nil |
|  |  |  |  |  |
|  |  |  |  |  |  |  |

157

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|  |  |  |  |  |  |  |  |  |  |  |  |
| Strategic report | |  | Corporate governance | |  | Financial statements | |  | Investor information | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Annual report on remuneration continued | | | | | | | | | | | |

#### 2026 LTI grants

The table below provides details of:

– the mandatory deferral of the 2025 Annual bonus earned and delivered as a DABP share award. The shares awarded have no

performance conditions, but must be held for three years, regardless of continued employment, and

– 2026 awards granted under the PSP

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
|  |  |  | 2025 awards |  |  |  | 2026 awards |
|  | DABP | | |  |  |  | PSP |
| 2025 bonus deferred into  shares (% of salary) | Number of  shares | Face value of  award (£000) |  | % base salary | Number of shares | Face value of  award (£000)(1) |
| Luke Miels | 56 | 27,962 | 601 |  | 725 | 463,662 | 9,969 |
| Julie Brown | 116 | 55,178 | 1,186 |  | 400 | 196,548 | 4,226 |
| Emma Walmsley(2) | 146 | 97,160 | 2,089 |  | — | 0 | 0 |

(1) The share price used to calculate the face value of the award was £21.50 which was the closing share price on the day prior to the date of the grant (11

February 2026)

(2) Emma Walmsley did not receive a PSP award in 2026

158

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|  |  |  |  |  |  |  |  |  |  |  |  |
| Strategic report | |  | Corporate governance | |  | Financial statements | |  | Investor information | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Annual report on remuneration continued | | | | | | | | | | | |

|  |
| --- |
|  |
| Non-Executive Directors’ fees |

The company aims to provide the Chair and other Non-Executive Directors with fees that are competitive with those paid by other

companies of equivalent size and complexity, subject to the limits contained in the company’s Articles of Association.

|  |
| --- |
|  |
| 2025 and 2026 Non-Executive Directors’ fees |

The Non-Executive Directors’ fees that applied during 2025, and which will apply for 2026, are set out in the table below.

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  |  | Per annum |
|  | 2026 | 2025 |
| Chair fee | £826,400 | £800,000 |
| Standard NED annual fee | £122,258 | £122,258 |
| Supplemental fees |  |  |
| Chair of the Audit & Risk Committee | £80,000 | £80,000 |
| Chair of the Remuneration Committee | £80,000 | £40,000 |
| Senior Independent Director | £50,000 | £50,000 |
| Scientific & Medical Experts (to be expanded to Science, Specialty Tech and Medical Experts) | £30,000 | £30,000 |
| Chairs of the Corporate Responsibility and Science committees | £55,000 | £40,000 |
| Chair of the Nominations & Corporate Governance (when not the company Chair) and, when appointed,  Workforce Engagement Director | £40,000 | £40,000 |
| Members of the Audit & Risk, Corporate Responsibility, Remuneration and Science committees | £25,000 | N/A |
| Science Committee members undertaking significant additional responsibilities on behalf of GSK | Up to £200,000 | Up to £200,000 |

#### Annual Chair and Non-Executive Directors’ fee review

Following the update to the company’s remuneration policy

and the adoption of the new size-adjusted global biopharma

peer group in 2025, the Board considered it appropriate to

apply a consistent approach and to review the Non-Executive

Directors’ (NED) fees against the same peer group given the

desire to ensure that the company is able to recruit and retain

NEDs globally of the calibre necessary to support its continued

growth. The rationale for the selection of the global biopharma

group for GSK was set out in the 2024 Annual Report on pages

148 to 150. The Board’s composition reflects the global

operations of the company and is currently 64% US, 27% UK

and 9% rest of the world. The Board noted the guidance from

investor groups, including the Investment Association, which

stressed the importance of ensuring that NED fees were

adequate to secure and remunerate NEDs appropriately.

NED fees

The review identified that NED fees were significantly less than

the new peer group median; in some cases with NEDs receiving

less than 50% of the peer median and in certain cases less than

75%. The main differences were in terms of the payment of

committee membership fees and the inclusion of a specific

equity component at many of the peer companies. Following

careful consideration, noting the improved company

performance, and with additional reference to benchmark data

for UK FTSE Top 10 companies, it was agreed to seek to reduce

the gap to the new peer group median by making the following

changes to the Board fee structure:

– Introduction of Committee Membership fee of £25k per

annum for members of the Audit & Risk (ARC), Remuneration,

Corporate Responsibility (CR) and Science committees.

However, membership fees will not be introduced for the

Nominations & Corporate Governance Committee at this

time

– Alignment of the Remuneration Committee Chair’s fee

(currently £40k per annum) to that of the ARC Chair at £80k

per annum given that, following a review of the workload and

responsibilities, both roles involve a similar level of expertise

and time commitment from the NED carrying them out

– Increase to the committee chair fee for Chairs of the CR and

Science committees from £40k to £55k per annum

– Supplemental fee paid to Science and Medical Experts to

be expanded to cover Science, Specialty Tech and Medical

Experts to include AI/ML and cyber technical expertise or

equivalent future specialisms as required by the Board. This

fee recognises the expertise and additional time commitment

these Board members provide to support the CSO, CFO and/

or other members of the executive team in connection with

projects and reviews, as required

These changes will not completely eliminate the gap to median,

but will move GSK NED fees considerably closer to that level.

It is proposed to address this further over time, subject to

performance of the business in line with the approach adopted

for Executive remuneration.

The NEDs are currently required to build towards a Share

Ownership Requirement (SOR) of 1x their base NED

fee. Recognising that the global biopharma peer group fee

structure typically involves a greater element of shares, it is

proposed that the SOR is doubled to 200% of their base fee.

This will ensure that NED fees are further aligned with

shareholders’ interests; and aligns with the recent policy update

from the Investment Association and the FRC’s UK Code. NEDs

will normally be expected to invest 50% of their after-tax total

fees in GSK Shares or ADSs (to be retained until they leave the

Board) until such time as they achieve their SOR. Details of

current positioning of NEDs shareholding against their 1x SOR

are given on page 165.

159

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|  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Strategic report | |  | Corporate governance | |  | Financial statements | |  | Investor information | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Annual report on remuneration continued  Non-Executive Directors’ fees continued | | | | | | | | | | | |

Given these changes, it is not proposed to increase the NED

base fee this year in line with the wider workforce increase of

3.3% in the UK and 3.4% in the US. NED fees will continue to be

reviewed on an annual basis against the new size-adjusted

global biopharma peer group. It is expected that an increase

may be made to the NED base fee in 2027 subject to company

performance.

NED fees are reviewed by the Chair and CEO in conjunction

with the rest of the Board.

Chair fees

The Chair’s fees are reviewed by the Remuneration Committee

and, following review, it was agreed to increase the Chair’s fee

by 3.3% in line with the rate applicable to the wider UK

workforce. The Chair’s SOR will be maintained at 100%. The

Chair has continued to invest in GSK since his appointment, his

current holding is over 200% of his fees.

Implementation

Two additional resolutions will be proposed at the company’s

AGM in May 2026 to facilitate these changes, namely to:

– amend the company’s Remuneration policy (Policy) in

respect of NED fees to authorise the introduction of

committee membership fees, and to extend the supplemental

fees payable to members of the Science Committee to

include NEDs with AI/ML and Specialty Tech expertise and

other such skills beyond Science Committee membership. The

revision to the Policy will also increase the NED SOR from 1x

to 2x their base fee and include the standard policy wording,

which permits the Board to review and change the

components of NED fees from time to time.

– update the company’s Articles of Association to remove the

aggregate cap on NED fees and to specify that fees will be

determined by the Board in line with the Policy.

It is not proposed to implement these changes until after these

resolutions have been passed at the AGM, at which time they

would take effect retrospectively from the start of the year,

1 January 2026.

|  |
| --- |
|  |
| 2025 Total Non-Executive Director fees (audited) |

The audited table below sets out the value of fees and benefits received by the Non-Executive Directors. Fees paid in a currency

other than Sterling are converted using an average exchange rate that is reviewed from time to time. The average exchange rates

were updated in  2025. In 2025, fees were converted to US Dollars using an exchange rate of $1.2813. Benefits comprise the grossed-

up cash value of travel and subsistence costs incurred in the normal course of business, in relation to attendance at Board and

committee meetings, and in fulfilling their role.

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
| Non-Executive Directors’  emoluments (000) (audited) |  |  | 2025 |  |  |  | 2024 |
| Fixed fees | Benefits | Total pay |  | Fixed fees | Benefits | Total pay |
| Sir Jonathan Symonds(1) | £800 | £33 | £833 |  | £764 | £17 | £781 |
| Elizabeth Anderson | $157 | $43 | $200 |  | $147 | $59 | $206 |
| Charles Bancroft | $323 | $31 | $354 |  | $308 | $25 | $333 |
| Dr Hal Barron | $413 | $49 | $462 |  | $396 | $66 | $462 |
| Dr Anne Beal | $208 | $40 | $248 |  | $197 | $58 | $255 |
| Wendy Becker(2) | £202 | £— | £202 |  | £145 | £12 | £157 |
| Dr Hal Dietz | $247 | $37 | $284 |  | $234 | $41 | $275 |
| Dr Jeannie Lee | $195 | $29 | $224 |  | $152 | $14 | $166 |
| Dr Vishal Sikka(3) | $157 | $85 | $242 |  | $147 | $25 | $172 |
| Dr Gavin Screaton (from 1 May 2025) | £102 | £6 | £108 |  | — | — | — |
| Retired Directors |  |  |  |  |  |  |  |
| Dr Jesse Goodman (until 7 May 2025) | $69 | $14 | $83 |  | $185 | $43 | $228 |

(1) The overall benefits for the Chair for 2025 increased in part due to a decision, in line with many industry peers, to improve his security protection

arrangements following an increase in the external threat landscape

(2) The Remuneration Committee Chair, Wendy Becker, was awarded the additional fee supplement of £40,000 in 2025. This was in recognition of her

significant investment in the Remuneration Policy renewal and engagement process, and for her support to the Chair and the SID in the overall design and

operation of the CEO succession process. The Remuneration Policy review process involved over 60 meetings with investors and proxy advisers and

considerable time in planning and preparation which far exceeded the time and commitment levels anticipated when setting the Remuneration Committee

Chair’s fee

(3) Dr Vishal Sikka’s benefits in 2025 include reimbursement for 2023 ($40,573) and 2024 ($32,641) travel costs for 2022, 2023 and 2024 incurred since his

appointment in 2022

160

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|  |  |  |  |  |  |  |  |  |  |  |  |
| Strategic report | |  | Corporate governance | |  | Financial statements | |  | Investor information | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Annual report on remuneration continued | | | | | | | | | | | |

|  |
| --- |
|  |
| Remuneration governance |

#### Committee’s role and membership

These details are available on page [118](#ia0478a7d9608435797b09f6fdeba7f82_268) of this report and are incorporated by reference into this remuneration report. The Chair,

CEO, Chief People Officer, Head of Reward, Group Financial Controller and the Company Secretary assisted the Committee during

the year.

#### Committee’s focus during 2025

|  |  |
| --- | --- |
|  |  |
|  | Items discussed |
| Remuneration policy | – Finalised and proposed 2025 Remuneration policy to shareholders, which were overwhelmingly approved by  shareholders at the 2025 AGM. Details of the 2025 Remuneration policy are available on pages 176 to 184 of the  2024 Annual Report on gsk.com  – Consulted with shareholders and proxy advisers. This included consideration of feedback from a number of one-to-  one meetings with investors and the Company Chair and Committee Chair and a group meeting with investors at  our Governance event |
|  |  |
| Remuneration requirements  for CEO succession | – Considered remuneration for the successful CEO candidate ahead of conclusion of the CEO succession process  – Finalised the new CEO’s remuneration, taking account of the successful candidate’s personal circumstances, and  finalised the transition arrangements for the outgoing CEO |
| Remuneration for new  Executive Committee  (ExCom) members | – Agreed the compensation arrangements for the new ExCom members |
| Fixed pay | – Considered Executive Director and the former GLT (now ExCom) members’ performance, benchmarking  competitiveness against GSK comparator groups  – Reviewed GLT and Company Secretary salary recommendations for 2025  – Reviewed Executive Director salary recommendations for 2026  – Reviewed company Chair’s fees for 2025 |
| Pay for performance:  Annual bonus | – Reviewed Executive Director and ExCom 2024 bonus recommendations and set 2025  Executive Directors’ bonus  objectives |
| LTI plans | – Considered the LTI performance outcomes and award vesting level for the CEO, Executive Directors, ExCom and  below  – Confirmed LTI grants for Executive Directors, ExCom and below for 2025 |
|  |  |
| Governance and other  areas of focus | – Reviewed remuneration considerations and Committee programme for 2025  and 2026  – Undertook Committee evaluation and reviewed our Terms of Reference  – Approved 2024 Remuneration report, including the proposed 2025 Remuneration policy  – Confirmed 2025  Group budget for remuneration purposes  – Considered AGM and Remuneration report and policy feedback, the external remuneration environment and  performance target disclosure for incentive plans |
|  |  |

#### Global biopharma peer group

Details of how the global biopharma comparator group set as part of the 2025 Policy review are given on pages 148 to 150 of the

2024 Annual Report. The global biopharma comparator group  is set out below.

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Global biopharma peer group | | |
| Amgen  AstraZeneca  Bayer  Bristol-Myers Squibb  CSL | Gilead  Merck KGaA  Moderna  Novartis  Pfizer | Roche Holding  Sanofi  Takeda |
|  |  |  |
|  |  |  |

#### Adviser to the Committee

Following a review of remuneration advisory services, FIT Remuneration Consultants (FIT) was appointed as the Committee’s sole

remuneration adviser from June 2025. During the year, fees charged by FIT were £153,100. Fees paid to Willis Towers Watson plc

(WTW), as a joint adviser to the Committee up to June 2025 were £64,000. WTW continues to provide additional market data services

to the company. The Committee selects advisers on the basis that they are members of the Remuneration Consultants Group and

operate under its code of conduct for executive remuneration consulting. This can be accessed at remunerationconsultantsgroup.com.

No engagement partners or teams who provide remuneration advice to the Committee have current connections with the company or

its Directors that may impair their independence. The Committee regularly reviews the arrangements for potential conflicts and, where

appropriate, ensures safeguards are in place.

161

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| Strategic report | |  | Corporate governance | |  | Financial statements | |  | Investor information | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Annual report on remuneration continued  Remuneration governance continued | | | | | | | | | | | |

#### Executive Directors’ service contracts

The table below sets out the dates of the Executive Directors’ service contracts, which are available at the company’s registered

office and on gsk.com.

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  | Date of contract | Effective date | Expiry date |
| Luke Miels | 23.10.25 | 01.01.26 | N/A |
| Julie Brown | 25.09.22 | 01.05.23 | N/A |
| Emma Walmsley(1) | 29.03.17 | 01.04.17 | 30.09.26 |

(1) On 29 September, the company and Emma Walmsley announced that she would step down as CEO and a director from 31 December 2025 and as an

employee from 30 September 2026

#### Non-Executive Directors’ letters of appointment

Non-Executive Directors have letters of appointment, which are also available to view at the company’s registered office. Each

independent Non-Executive Director is expected to serve on the Board until the end of the AGM following the third anniversary of

their appointment, provided that they are elected and subsequently re-elected annually. Subject to mutual agreement, they may

serve a further one-, two- or three-year term, depending on the needs of the Board.

#### Executive Directors’ external appointments

The company recognises that Executive Directors may be invited to become non-executive directors of other companies. Such

appointments can broaden their knowledge and experience to the benefit of the company. Executive Directors are entitled to retain

any fees received from such appointments.

Julie Brown is an independent non-executive director of Diageo plc. Emma Walmsley, the outgoing CEO, was an independent non-

executive director of Microsoft Corporation throughout 2025.

#### Malus and clawback

Our policy on malus and clawback, including the period where the company has the ability to exercise clawback, is provided in the

2025 Remuneration policy report on pages 178 and 179 of the 2024 Annual Report. In the event of a ‘triggering event’ (i.e. significant

misconduct by way of violation of regulation, law, a significant GSK policy, such as the Code of Conduct, or a material misstatement

or restatement of results, or serious reputational damage), the company will have the ability to claw back up to three years’ annual

and deferred bonuses as well as vested and unvested LTIs. GSK may specify additional ‘triggering events’ and/or different clawback

periods where required to do so by regulatory requirements, including the rules of any government or regulatory authority or

relevant securities exchange. The company has chosen a three-year backward period to exercise clawback because it aligns to the

length of our LTI grant performance periods, while providing sufficient time to identify and address any issues that may arise.

Following due consideration by the Committee, there has been no recovery of sums paid (clawback) or reduction of outstanding

awards or vesting levels (malus) applied during 2025 in respect of either the outgoing CEO or the CFO.

The Committee reviews and discloses whether it, or the Recoupment Committee, has exercised malus or clawback. Disclosure is only

made when the matter has been the subject of public reports of misconduct, where it has been fully resolved, it is legally permissible

to disclose and where disclosure can be made without unduly prejudicing the company and therefore shareholders. In line with

these disclosure guidelines, there were no matters to report from 2025.

For details of our policies on recruitment remuneration, loss of office and termination payments, please refer to the 2025

Remuneration policy report on pages 176 to 184 of the 2024 Annual Report, available on gsk.com.

#### Statement of consideration of shareholder views

The Committee engages in regular dialogue with shareholders and holds meetings with GSK’s largest investors to discuss and take

feedback on its Remuneration policy practices and governance matters. Details of the additional engagement undertaken in 2025

in support of the Remuneration policy review are given on pages 150, 153 and 154 of the 2024 Annual Report. The principal proxy

advisory firms are also consulted regularly. They are also invited to Governance Meetings and are sent engagement letters from the

Committee and company Chairs.

#### AGM voting

Details of voting levels in respect of remuneration arrangements are set out below.

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  | Total votes cast  (billion) | Total votes  for (%) | Total votes  against (%) | Votes withheld  (million) |
| 2025 AGM |  |  |  |  |
| Remuneration policy | 3.0 | 93.1 | 6.9 | 56.4 |
| Remuneration report | 3.0 | 92.5 | 7.5 | 10.0 |

162

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|  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Strategic report | |  | Corporate governance | |  | Financial statements | |  | Investor information | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Annual report on remuneration continued  Remuneration governance continued | | | | | | | | | | | |

#### Former Directors

Payments to Past Directors (audited)

No payments were paid to Directors in 2025 for loss of office.

Iain Mackay

Iain Mackay stepped down from the Board in May 2023

and was succeeded by Julie Brown. He left the company on

31 December 2023. In line with his service contract he received

gross benefits of £76,805 in 2025 (2024; £161,030). Details of

his LTI awards are set out below.

PSP

On 21 January 2025, 232,302 shares vested (including

dividends) in respect of Iain Mackay’s 2021 PSP award.

Based on the closing share price on 21 January 2025 of

£13.585 per share, the value of his vested shares was £3,155,823.

This award remained subject to a holding period which expired

on 9 February 2026. In total, 242,156 shares were released to

him (including dividends) on 9 February 2026.

In accordance with the Remuneration policy, on 18 February

2025, 141,577 shares vested (including dividends) in respect of

Iain Mackay’s 2022 PSP award. Based on the closing share

price on 18 February 2025 of £14.430 per share, the value of his

vested shares was £2,042,956. This award remains subject to a

holding period which expires in February 2027.

DABP

On 17 February 2025, Iain Mackay exercised 37,841 nil-cost

options (including dividends) granted under the DABP in 2021.

Based on the closing share price on 17 February 2025 of

£14.195 per share, the value of his vested shares was £537,153.

In accordance with the Remuneration policy, on 17 February

2025, Iain Mackay exercised 56,485 nil-cost options (including

dividends) granted under the DABP in 2022. Based on the

closing share price on 17 February 2025 of £14.195 per share,

the value of his vested shares was £801,805. Furthermore, on

9 February 2026, he exercised 87,640 nil-cost options (including

dividends) granted under the DABP in 2023. Based on the

closing share price on 9 February 2026 of £21.590 per share,

the value of his vested shares was £1,892,148.

Full details of Iain’s leaving arrangements are given in the 2023

Annual Report on page 154.

Leaving Arrangements for Emma Walmsley

On 29 September 2025 it was announced that GSK and Emma

Walmsley had agreed that she would step down as both CEO

and a Director on 31 December 2025, and that her employment

would cease on 30 September 2026. This agreement with the

company was based on GSK’s current Policy. As part of her

departure terms, it was agreed to preserve her right to certain

medical support for her and her family for up to three years

from her leaving date. This was consistent with her long-

standing expectations. The arrangements briefly comprise

continued salary and bonus opportunity while she remains

employed, and ‘good leaver’ status under the rules of our

incentive plans.

Fixed Pay

Emma will continue to receive her normal remuneration

arrangements until 30 September 2026: salary albeit with

no salary increase for 2026, bonus and benefits.

Emma will support the new CEO and Chair in an orderly

transition throughout this period. In addition, given the potential

impact to GSK’s operating environment arising from geopolitics

and new technologies, the Board has asked Emma to support

the company and the new CEO on these matters in particular.

Pay for performance

It is envisaged that she will receive a time prorated bonus for

2026 to the end of her employment at the ‘on-target’ level (i.e.

150% of salary reduced for time pro-rating) assuming continued

satisfactory personal performance. Any such bonus will be

subject to deferral in accordance with the company’s normal

bonus deferral policy for Executive Directors.

Emma will be treated as a good leaver under the various share

plans, with the vesting terms remaining unchanged other than

to be delayed to align with the company’s recoupment policy.

The recoupment policy requires any awards that would vest

in the period of 12 months from the end of employment i.e. 30

September 2026 to have vesting postponed to 30 September

2027. Consistent with normal practice, PSP awards will be

subject to normal performance conditions and holding periods

and time pro-rated to the end of her employment.

Emma did not receive a 2026 PSP grant.

Share ownership requirement

Emma will remain subject to the 7.25x salary share ownership

requirement for 2 years after her departure (until September

2028) consistent with our Policy.

Benefits and other

Emma’s 2022 Share Save Plan award of 790 shares vested and

was released in January 2026 when the award matured. She

does not have any other Share Save Plan awards.

Emma’s shares held under the company’s all employee Share

Reward Plan 2022 will be treated in accordance with the rules

of that plan, and any shares that are subject to forfeiture

provisions under the rules of the plan will be forfeited when she

ceases employment.

GSK will continue to provide or reimburse the costs of private

medical support for Emma and her family for up to three years

from the end of her employment (with such provision ceasing if

she commences a new role with equivalent provision).

GSK will also provide or reimburse the costs of Emma’s tax

consultancy services in respect of completing her personal tax

returns in relevant jurisdictions for the period of her employment

with GSK and for the two tax years after the year in which her

employment ends.

These benefits will be provided on a tax grossed up basis.

Certain post-employment benefits will end if she starts a new

executive role that offers comparable benefits. She will also

retain her work mobile phone and iPad.

Emma is receiving some limited advisory support in connection

with personal security until the end of her employment. She has

also received executive support services of circa. £70,000 (plus

VAT). GSK has contributed £40,000 (plus VAT) in respect of

Emma’s legal costs.

The relevant remuneration details relating to Emma will be

included in the remuneration report in the relevant GSK Annual

Report.

163

|  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Strategic report | |  | Corporate governance | |  | Financial statements | |  | Investor information | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Annual report on remuneration continued | | | | | | | | | | | |

|  |
| --- |
|  |
| Workforce fairness |

In setting Executive pay it is important that the Committee does so with a good understanding of the Group’s wider workforce

approach to pay, with an emphasis on fairness and equal opportunities. To that end, each year, the Committee Chair meets with

senior Human Resources leaders from across the company to understand the perspective of the workforce on pay and GSK’s

remuneration arrangements globally. This year was the seventh such an annual meeting held.

Comparison of remuneration for employees and Executive Directors during 2025

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  | Element |  | Wider workforce and Executive Director pay |  |
|  | Salary |  | The market competitiveness of base salaries across the company is assessed at a local market level.  The competitiveness of roles is kept under regular review  Increases may also be made to reflect a change in scope of an individual’s role, responsibilities  or experience  For our Executive Directors, following a performance review, increases in base salaries are considered  in line with market practice, the average increase for the wider employee population and other  comparator tools  In agreeing increases for Executive Directors, the Committee is mindful of the multiplier effect on the  individual’s total remuneration | |
|  |  |  |  |  |
|  | Benefits and pensions |  | The company seeks to provide an appropriate benefits and pensions package that is aligned to  competitive market practices in those countries in which the company operates and where employees  and Executive Directors are based | |
|  |  |  |  |  |
|  | Annual bonus |  | With the exception of our sales force, who participate in separate arrangements, our wider workforce  participates in a plan based on performance against four business and financial measures. These are  structured to reflect the priorities of each specific business area  This plan is designed to reward our employees’ collective contribution to business achievement  Separate mechanisms are in place to recognise outstanding individual performance and to address  underperformance  Our Executive Directors participate in the plan as follows. Any bonus earned up to 200% of salary is  paid 50% in cash and 50% in shares deferred for three years. Bonus earned in excess of this (up to  a maximum of 300% of salary) is delivered fully in shares deferred for three years. Clawback and/or  malus provisions apply | |
|  |  |  |  |  |
|  | LTI plans |  | Senior Vice President (SVP) and Vice President (VP) employees participate in the same Performance  Share Plan as our Executive Directors. Clawback and/or malus provisions apply  Managers, Directors, VPs and SVPs below ExCom, receive annual Share Value Plan awards of  restricted shares | |
|  |  |  |  |  |
|  | Share ownership and All  Employee Plans |  | All UK-based employees, including UK-based Executive Directors, can participate in HMRC-  approved Share Save and Share Reward employee share plans.  Participants of the Share Save plan may save up to £250 a month for three years and from which they  have the option to buy GSK shares at a discount of up to 20% of the share price at the start of the  savings contract. Participants of the Share Reward plan contribute up to £125 a month to purchase  GSK shares, which the company then matches on a one-for-one basis.  The awards made under all-employee and discretionary share plans incorporate dilution limits  consistent with the guidelines published by the Investment Association. This limit is 10% in any rolling  ten-year period for discretionary and all-employee plans. Estimated dilution from existing awards  made over the past ten years up to 31 December 2025 is 0.87% | |
|  |  |  |  |  |

164

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Strategic report | |  | Corporate governance | |  | Financial statements | |  | Investor information | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Annual report on remuneration continued | | | | | | | | | | | |

|  |
| --- |
|  |
| Directors’ interests in shares (audited) |

|  |
| --- |
|  |
| Executive Directors’ interests in shares |

The interests of the Executive Directors of the company in office during 2025 , or subsequently appointed, and their persons closely

associated (PCAs) are shown in the table below.

|  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |
|  |  | |  | As at 31 December 2025 | | | | | |
|  |  | |  |  |  |  | Unvested share plan interests | | |
|  | Total Directors’ interests(1) | |  | Beneficial interests |  | Not subject to performance | |  | Subject to  performance |
|  | 25 February 2026 | 31 December 2025 |  | Shares(2) |  | Shares(3) | Options(4,8) |  | Shares(5) |
| Emma Walmsley(6) | — | 2,433,672 |  | 1,117,961 |  | 909,427 | 406,284 |  | 1,810,677 |
| Julie Brown | 230,077 | 173,767 |  | 42,857 |  | — | 130,910 |  | 842,053 |
| Luke Miels(7) | 1,478,024 | — |  | — |  | — | — |  | — |

None of the Directors holds vested but unexercised options.

(1) Total Directors’ interests includes beneficial interests and unvested share plan interests not subject to performance. Executive Directors’ shareholdings

against their SOR are outlined below. During the year ended 31 December 2025, the outgoing CEO and the CFO each contributed the maximum of £250

and £125 a month into the Share Save plan and under the Share Reward plan respectively. More details of these HMRC-approved all-employee plans are

set out on page 163

(2) Beneficial interests includes shares held by the Executive Directors and their PCAs

(3) Unvested shares not subject to performance represent PSP shares that have vested but are subject to an additional two-year holding period

(4) Unvested options not subject to performance represent bonus deferrals under the DABP, which are awarded as nil-cost options (as described in note 8

below). This figure excludes 790 options and 828 options held by Emma Walmsley and Julie Brown respectively under the Share Save plan. Emma

Walmsley subsequently exercised her 2022 Share Save options over 790 shares on 2 January 2026 following their maturity on 1 January 2026

(5) Unvested shares subject to performance represent unvested PSP awards

(6) Emma Walmsley retired from the Board on 31 December 2025 and therefore her interests are shown as at 31 December 2025 only

(7) Luke Miels was appointed to the Board as CEO on 1 January 2026 and therefore his interests are shown as at 25 February 2026 only

(8) DABP: The table below shows bonus deferrals and subsequent reinvestment of dividends under the DABP. The amounts represent the gross share balances

before the sale of any shares to satisfy tax liabilities on vesting:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  | 25 February 2026 | 31 December 2025 | 1 January 2025 |
| Emma Walmsley | — | 406,284 | 366,701 |
| Julie Brown | 187,194 | 130,910 | 57,877 |
| Luke Miels | 142,019 | — | — |

The following table sets out details of options exercised during 2025 by Executive Directors under the DABP.

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
|  | Date of grant | Number of shares  under option | Date of  exercise | Grant price | Market price  at exercise | Gain on exercise  (000) |
| Emma Walmsley | 15.02.2022 | 81,703 | 17.02.2025 | £0.00 | £14.18 | £1,159 |

The nil-cost options awarded in 2022 under the DABP represent the bonus deferred by the Executive Director and recorded as

remuneration (under Annual bonus) in the 2021 Total remuneration table. The number of shares under option includes the initial

award together with reinvested dividends accrued to the date of exercise.

165

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Strategic report | |  | Corporate governance | |  | Financial statements | |  | Investor information | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Annual report on remuneration continued  Directors interests in shares (audited) continued | | | | | | | | | | | |

|  |
| --- |
|  |
| Executive Directors’ Share ownership requirements (SOR) (audited) |

To align the interests of Executive Directors with those of shareholders, they are required to build and maintain significant holdings

of shares in GSK over time. Executive Directors are required to continue to satisfy this SOR by holding a minimum of 100% of their

SOR for two years after retirement from the company. Executive Directors’ SORs were reset in the 2025 Remuneration policy to

match their annual PSP award level.

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  |  | Value of holdings as multiple of salary | |
|  | SOR  as multiple of salary | 25 February 2026 | 31 December 2025 |
| Emma Walmsley(1) | 7.25 | — | 21.22 |
| Julie Brown | 4.00 | 2.52 | 1.84 |

(1) Emma Walmsley retired from the Board on 31 December 2025 and continues to maintain her SOR in accordance with the company’s Remuneration policy

Following his appointment as CEO on 1 January 2026, Luke Miels’ SOR is currently 7.25x salary. The value of his holdings as at 25

February 2026 was equivalent to 19.53x salary.

|  |
| --- |
|  |
| Non-Executive Directors’ interests in shares and SOR |

The interests of the Non-Executive Directors in office during 2025 and their PCAs are shown in the table below:

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
|  |  |  | |  | Prior NED share allocation plan(3) | | |
|  |  | Total Directors’ interests as at | |  |  | Number of shares/ADS | |
|  | NED SOR(1)  25 February 2026 | 25 February 2026 | 31 December 2025  or  date of retirement |  | ADS released on 25  March 2025 before  closure of the NED  plan | Dividend  reinvestment  allocated  during the year  (2) | 1 January 2025 |
| Shares |  |  |  |  |  |  |  |
| Sir Jonathan Symonds | Met | 89,007 | 86,507 |  | — | — | — |
| Wendy Becker | Met | 7,749 | 4,415 |  | — | — | — |
| Dr Gavin Screaton(4) | Met | 8,675 | 8,675 |  | — | — | — |
| ADS |  |  |  |  |  |  |  |
| Elizabeth Anderson | Met | 3,231 | 3,206 |  | — | — | — |
| Charles Bancroft | Met | 39,380 | 39,064 |  | 17,446 | 933 | 16,513 |
| Dr Hal Barron | Met | 602,126 | 664,799 |  | — | — | — |
| Dr Anne Beal | Met | 3,971 | 3,940 |  | 1,987 | 106 | 1,881 |
| Dr Hal Dietz | Met | 3,848 | 3,817 |  | 1,759 | 94 | 1,665 |
| Dr Jeannie Lee | In progress | 1,791 | 1,778 |  | — | — | — |
| Dr Vishal Sikka | Met | 12,034 | 11,940 |  | — | — | — |
| Retired Directors |  |  |  |  |  |  |  |
| Dr Jesse Goodman (5) | — | — | 9,045 |  | 13,924 | 744 | 13,180 |

(1) NED Share Ownership Requirements: The company operates a minimum Non-Executive Director (NED) share ownership requirement (the NED SOR). Since

July 2022, the NED SOR requires NEDs to build a shareholding in the company of at least 1x the value of the standard NED annual fee (or, in the case of the

Chair, 1x the value of the Chair’s fee) to be maintained until retirement from the Board. The Chair and NEDs purchase shares and ADS in the market. The

company provides an arrangement so that NEDs can, if they wish, use their net fees to purchase GSK shares or ADS in the market on a quarterly basis

(2) Notional ADS allocated during the year under the prior NED share allocation plan (NED plan) relate to dividends reinvested before closure of the NED plan.

Dividends allocated on notional ADS under the NED plan were converted into notional ADS in Q1 2025 and included in the ADS release in March 2025

(3) At the 2023 AGM, shareholders approved an administrative amendment to the Non-Executive Director section of the Remuneration policy to allow the

notional shares or ADS previously allocated under the NED plan to be delivered to the Chair and NEDs at such time as the Committee and Board

considered appropriate after any applicable tax withholding. The Chair and certain Non-Executive Directors who participated in the NED plan have now

all had their notional pre-tax shareholdings converted into actual shares or ADS. The Chair’s notional shares were converted and released to him after the

AGM in 2023. The notional ADS for the US-based NEDs in the NED plan (Charles Bancroft, Dr Anne Beal, Dr Hal Dietz and Dr Jesse Goodman) were

converted and released to them in March 2025, after appropriate tax deductions

(4) Dr Gavin Screaton joined the Board on 1 May 2025

(5) Dr Jesse Goodman retired from the Board on 7 May 2025

166

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|  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Strategic report | |  | Corporate governance | |  | Financial statements | |  | Investor information | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Annual report on remuneration continued | | | | | | | | | | | |

|  |
| --- |
|  |
| CEO and wider employee pay ratio |

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| Financial year | Lower quartile  P25 | Median  P50 | Upper quartile  P75 |
| 2025 | 233:1 | 167:1 | 105:1 |
| 2024 | 168:1 | 123:1 | 78:1 |
| 2023 | 207:1 | 152:1 | 94:1 |
| 2022 | 144:1 | 106:1 | 67:1 |
| 2021 | 154:1 | 108:1 | 67:1 |
| 2020 | 130:1 | 96:1 | 62:1 |
| 2019 | 160:1 | 119:1 | 73:1 |

GSK continues to use the Option A methodology because it is

the most robust and statistically accurate way to calculate the

three ratios from the options available under the Remuneration

regulations. The pay ratio is higher than in  2024. This is

influenced by higher CEO LTI vesting in 2025 due to the

increase in GSK share price, as well as an increase in taxable

benefits in the year 2025, as referenced on page 149.

The pay ratios are calculated using actual earnings for the CEO

and UK employees. The CEO’s total single figure remuneration

of £15.68 million for 2025 and £10.6 million for 2024 are detailed

on page 147.

Total remuneration for all UK full-time equivalent employees on

31 December 2025 has been calculated in line with the single

figure methodology. This reflects their actual earnings received

in 2025  (excluding business expenses), which were used to

produce the percentile calculation under Option A of the

Remuneration regulations. Business expenses have been

excluded because they are reimbursed to employees and are

not sufficiently substantial in value to significantly impact the

ratios.

The table below shows the salary, total pay and benefits for each of the percentiles.

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
|  | P25 (£) | |  | P50 (£) | |  | P75 (£) | |
|  | Salary | Total pay and benefits |  | Salary | Total pay and benefits |  | Salary | Total pay and benefits |
| 2025 | 45,387 | 67,293 |  | 62,882 | 93,970 |  | 89,007 | 148,978 |
| 2024 | 41,845 | 62,876 |  | 57,635 | 85,924 |  | 82,629 | 136,010 |
| 2023 | 39,903 | 61,490 |  | 55,057 | 83,783 |  | 78,496 | 135,819 |
| 2022 | 37,776 | 58,883 |  | 52,107 | 79,428 |  | 74,905 | 126,594 |
| 2021 | 37,251 | 53,151 |  | 51,492 | 76,234 |  | 72,997 | 122,852 |
| 2020 | 36,924 | 54,133 |  | 50,000 | 73,340 |  | 70,203 | 113,830 |
| 2019 | 34,510 | 50,467 |  | 47,029 | 68,200 |  | 66,561 | 110,638 |

The Committee believes that targeting the median pay ratio is consistent with the company’s pay, reward and progression policies.

The base salaries of all employees, including the Executive Directors, are set with reference to a range of factors including

market practice, experience and performance in role.

#### Historic CEO remuneration

|  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |
| Emma Walmsley(1) | | | | | | | |  | £000 |
|  | 2025 | 2024 | 2023 | 2022 | 2021 | 2020 | 2019 | 2018 | 2017 |
| Total  remuneration | 15,681 | 10,559 | 12,718 | 8,449 | 8,203 | 7,031 | 8,084 | 5,887 | 4,883 |
| % of  maximum |  |  |  |  |  |  |  |  |  |
| Annual  bonus award | 82% | 70% | 96% | 83% | 93% | 49% | 79% | 93% | 77% |
| Vesting of  LTI awards | 82% | 81% | 69% | 52% | 58% | 67% | 67% | 59% | 69% |

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Sir Andrew Witty(2) |  | £000 |
|  | 2017 | 2016 |
| Total remuneration | 715 | 6,830 |
| % of maximum |  |  |
| Annual bonus award | 0% | 97% |
| Vesting of LTI awards | 0% | 33% |

(1) Emma Walmsley’s total remuneration for 2017 includes her pay for the

period 1 January to 31 March 2017, before she became CEO

(2) Sir Andrew Witty received a pro-rata payment for 2017 in lieu of a variable

bonus opportunity, in accordance with the 2014 Remuneration policy

|  |
| --- |
|  |
| Relative importance of spend on pay |

The table below shows total employee pay and dividends paid

to shareholders.

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  | Change  % | 2025  £m | 2024  £m |
| Total employee pay | (100.0) | — | 8,759 |
| Dividends paid in the year | 4.9 | 2,564 | 2,444 |

The figures in this table reflect payments made during each

year, and the impact of movements in exchange rates are as

set out on pages 206 and 212. However, cash dividends

declared in respect of 2025 were £2,661 million (2024:

£2,489 million), an increase of 6.9%.

Please see Note 16 to the financial statements for more details.

Total employee pay is based on 68,307 employees, the average

number of people employed during 2025 (2024: 69,305). See

Note 9 to the financial statements for more details.

On 5 February 2025, GSK announced its intention to implement

an up-to-£2 billion share buyback programme to be completed

over an 18-month period. The programme commenced on 24

February 2025 with an initial tranche of up to £0.7 billion, which

completed on 3 June 2025. This was followed by a second

tranche of up to £0.45 billion, which completed on 18

September 2025. A third tranche of up to £0.3 billion

commenced on 30 September 2025 and completed on 19

December 2025. Before this programme, the last share

repurchases were made in 2014.

167

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Strategic report | |  | Corporate governance | |  | Financial statements | |  | Investor information | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Annual report on remuneration continued | | | | | | | | | | | |

#### TSR Performance graph

The following graph sets out the performance of the company relative to the FTSE 100 Index and to the global biopharma peer

group comparator group for the ten-year period to  31 December 2025. These indices were selected for comparison purposes

because they reflect both the primary index of which GSK is a constituent and the industry in which GSK operates.

![366]()

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
| 31.12.15 | 31.12.16 | 31.12.17 | 31.12.18 | 31.12.19 | 31.12.20 | 31.12.21 | 31.12.22 | 31.12.23 | 31.12.24 | 31.12.25 |

|  |
| --- |
|  |
| Percentage change in remuneration of Directors |

|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | 2025 percentage change | | |  | 2024 percentage change | | |  | 2023 percentage change | | |  | 2022 percentage change | | |  | 2021 percentage change | | |
|  | Salary/  fees  % | Benefits  % | Bonus  % |  | Salary/  fees  % | Benefits  % | Bonus  % |  | Salary/  fees  % | Benefits  % | Bonus  % |  | Salary/  fees  % | Benefits  % | Bonus  % |  | Salary/  fees  % | Benefits  % | Bonus  % |
| UK employees(1) | 3.3 | (3.3) | 4.0 |  | 4.0 | (0.2) | (16.0) |  | 7.1 | 0.92 | 34.8 |  | 3.0 | 2.3 | 44.81 |  | 2.0 | 0.0 | 4.85 |
| Executive Directors(2,3) | | | |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| Emma Walmsley | 5.0 | 223.9 | 23.3 |  | 4.0 | (15.1) | (24.4) |  | 4.0 | 61.8 | 20.1 |  | 3.0 | (2.2) | 38.2 |  | 2.0 | (5.0) | 94.6 |
| Julie Brown(4) | 3.3 | 57.8 | 13.0 |  | 55.9 | 28.0 | 15.9 |  | — | — | — |  | — | — | — |  | — | — | — |
| Non-Executive Directors (2,3) | | | |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| Jonathan Symonds | 4.7 | 94.1 | — |  | 3.9 | (43.3) | — |  | 5.0 | 200.0 | — |  | 0.0 | 233.3 | — |  | 0.0 | 50.0 | — |
| Elizabeth Anderson | 6.8 | (27.1) | — |  | 10.5 | 96.7 | — |  | 209.3 | — | — |  | — | — | — |  | — | — | — |
| Charles Bancroft | 4.9 | 24.0 | — |  | 4.4 | (10.7) | — |  | 2.8 | 180.0 | — |  | 36.7 | 100.0 | — |  | 156.1 | — | — |
| Dr Hal Barron(5) | 4.3 | (25.8) | — |  | 5.0 | (15.4) | — |  | 127.1 | 609.1 | — |  | — | — | — |  | — | — | — |
| Dr Anne Beal | 5.6 | (31.0) | — |  | 4.2 | 70.6 | — |  | 2.7 | 126.7 | — |  | 121.7 | — | — |  | — | — | — |
| Wendy Becker | 39.3 | (100.0) | — |  | 417.9 | 200.0 | — |  | — | — | — |  | — | — | — |  | — | — | — |
| Dr Hal Dietz | 5.6 | (9.8) | — |  | 4.5 | 2.5 | — |  | (3.4) | 1900.0 | — |  | — | — | — |  | — | — | — |
| Dr Jeannie Lee | 28.3 | 107.1 | — |  | — | — | — |  | — | — | — |  | — | — | — |  | — | — | — |
| Dr Gavin Screaton | — | — | — |  | — | — | — | — | — | — | — |  | — | — | — |  | — | — | — |
| Dr Vishal Sikka | 6.8 | 240.0 | — |  | 9.7 | 92.3 | — |  | 131.0 | — | — |  | — | — | — |  | — | — | — |
| Retired Non-Executive Directors | | | |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| Dr Jesse Goodman | (62.7) | (67.4) | — |  | 4.5 | (2.3) | — |  | (27.2) | 41.9 | — |  | 11.0 | 34.8 | — |  | (5.6) | — | — |

(1) This table is provided in accordance with Schedule 8 of The Companies (Directors’ Remuneration Policy and Directors’ Remuneration Report) Regulations

2020. This is the last year this will be provided as this disclosure is not required for the Company for 2026. The UK employee population was considered to

be the most relevant comparison because it most closely reflects the economic environment encountered by the Executive Directors

(2) Percentage changes have been calculated based on the 2025 Total remuneration table on page 147 for Executive Directors and the 2025  Total fees table

on page 159 for Non-Executive Directors

(3) More information on Executive Directors’ salary and benefits can be found on page 148

(4) Julie Brown joined the company on 3 April 2023. Her 2023 base salary of £915,335 was prorated to reflect the time she worked as CFO Designate until 1

May 2023 and as CFO until 31 December 2023

(5) Dr Hal Barron transitioned to a Non-Executive Director role on 1 August 2022

(6) Percentage changes are only provided where there is a prior year balance to calculate a percentage change. The date of each director’s appointment to

the Board is given on pages 109 to 112

168

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|  |  |  |  |  |  |  |  |  |  |  |  |
| Strategic report | |  | Corporate governance | |  | Financial statements | |  | Investor information | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Annual report on remuneration continued | | | | | | | | | | | |

|  |
| --- |
|  |
| Directors and Senior Management |

More information is provided on compensation and interests of Directors and Senior Management as a group (the group).

For this purpose, the group is defined as the Executive and Non-Executive Directors, other members of the ExCom and the

Company Secretary. For the financial year  2025, the following table sets out aggregate remuneration for the group for the periods

during which they served in that capacity.

|  |  |
| --- | --- |
|  |  |
| Remuneration for 2025 | £ |
| Total compensation paid | 34,460,883 |
| Aggregate increase in accrued pension benefits (net of inflation) | 20,297 |
| Aggregate payments to defined contribution schemes | 1,433,723 |

During 2025, members of the group were awarded shares and ADS under the company’s various LTI plans, as set out in the table

below. To align the interests of Senior Management with those of shareholders, Executive Directors and ExCom members are

required to build and maintain significant holdings of shares in GSK over time. ExCom members are required to hold shares to an

equivalent multiple of two times their base salary, and must continue to satisfy these share ownership requirements for a minimum

of 12 months after leaving GSK.

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
|  |  | Awards |  | Dividend reinvestment awards | |
| Awarded during 2025 | Shares | ADS |  | Shares | ADS |
| Performance Share Plan | 2,704,357 | 69,302 |  | 355,183 | 8,557 |
| Deferred Investment Awards(1,2) | — | — |  | 4,751 | 91 |
| Share Value Plan (2) | 10,050 | — |  | — | — |

(1) Notional shares and ADS

(2) Executive Directors are not eligible to receive Deferred Investment Awards or participate in the Share Value Plan

At 25 February 2026, the group and their PCAs had the following interests in shares and ADS. Interests awarded under the various

LTI plans are described in Note 45 to the financial statements, ‘Employee share schemes’ on pages 266 and 267.

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Interests at 25 February 2026 | Shares | ADS |
| Owned | 3,891,839 | 851,057 |
| Unexercised options(1) | 4,043 | — |
| Deferred Annual Bonus Plan | 962,955 | 37,802 |
| Performance Share Plan | 5,812,775 | 342,645 |
| Deferred Investment Awards(2,3) | 15,036 |  |
| Share Value Plan (3) | 132,833 | 19,916 |

(1) Unexercised options under Share Save plan

(2) Notional shares

(3) Executive Directors are not eligible to receive Deferred Investment Awards or participate in the Share Value Plan

|  |  |
| --- | --- |
|  |  |
| Basis of preparation |  |

The Annual report on remuneration has been prepared in

accordance with the Companies Act 2006 and The Large and

Medium-sized Companies and Groups (Accounts and Reports)

(Amendment) Regulations 2013 (the Regulations). In

accordance with the Regulations, the following parts of the

Annual report on remuneration are subject to audit: total

remuneration figures for Executive Directors including further

details for each element of remuneration (salary, benefits,

pension, annual bonus and long-term incentive awards);

Non-Executive Directors’ fees and emoluments received in the

year; Directors’ interests in shares, including interests in GSK

share plans; payments to past Directors; payments for loss of

office; and share ownership requirements and holdings, for

which the opinion thereon is expressed on page 182. The

remaining sections of the Annual report on remuneration are

not subject to audit nor are the pages referred to from within

the audited sections.

The Annual report on remuneration has been approved by the

Board of Directors and signed on its behalf by:

Wendy Becker

Remuneration Committee Chair

4 March 2026

169

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|  |  |  |  |  |  |  |  |  |  |  |  |
| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Directors’ report | | | | | | | | | | | |

#### Directors' powers

GSK Directors’ powers are determined by UK legislation and our

Articles of Association, which contain rules about their

appointment and replacement. They provide that Directors

may be appointed by an ordinary resolution of the members or

by a resolution of the Board. If appointed by the Board, the

Director must retire at the next Annual General Meeting (AGM)

to be elected by shareholders.

Our Articles also provide that all Directors are required to seek

re-election annually at our AGM in accordance with the FRC

Code.

A Director will then cease to be a Director if he or she:

– becomes bankrupt

– ceases to be a Director by virtue of the Companies Act or the

Articles

– suffers mental or physical ill health and the Board resolves

that he or she shall cease to be a Director

– has missed Directors’ meetings for a continuous period of six

months without permission and the Board resolves that he or

she shall cease to be a Director

– is otherwise prohibited from being a Director by law

– resigns, or offers to resign and the Board accepts that offer

– is required to resign by the Board

Any amendment to the Articles may be made in accordance

with the provisions of the Companies Act 2006, by way of

special resolution.

#### Directors’ conflicts of interest

All Directors have a duty under the Companies Act 2006 to

avoid a situation in which they have, or could have, a direct or

indirect conflict of interest or possible conflict with the

company. Our Articles provide a general power for the Board to

authorise such conflicts.

The Board reviews any new potential or actual conflict, which is

recorded by the Company Secretary. Directors are not counted

in the quorum for the authorisation of their own actual or

potential conflicts. The Nominations & Corporate Governance

Committee reviews the Register of Potential Conflict

Authorisation (the Register of Potential Conflicts) on an annual

basis which the Board subsequently approves.

On a continuing basis, the Directors are responsible for

informing the Company Secretary of any such new actual or

potential conflicts that may arise or if there are any changes in

circumstances that may affect an authorisation previously

given. Even when provided with authorisation, a Director is not

absolved from his or her statutory duty to promote the success

of the company. If an actual conflict arises post-authorisation,

the Board may choose to exclude the Director from receipt of

the relevant information and participation in the debate, or

suspend the Director from the Board, or, as a last resort, require

the Director to resign.

The Nominations & Corporate Governance Committee

reviewed the Register of Potential Conflicts in January 2026.

The Committee reported to the Board that the conflicts had

been appropriately authorised and that the process for

authorisation continued to operate effectively. The Committee

then recommended the approval of the Register of Potential

Conflicts to the Board which it subsequently approved. Except

as described in Note 40 to the financial statements, ‘Related

party transactions’, during or at the end of the financial year no

Director or Person Closely Associated had any material interest

in any contract of significance with a Group company.

Our Articles prohibit a Director from voting on any resolution

concerning his or her appointment or the terms or termination

of his or her appointment.

#### Independent advice

The company has an agreed procedure for Directors to take

independent legal and/or financial advice at the company’s

expense where they deem it necessary.

#### Indemnification of Directors

Qualifying third party indemnity provisions (as defined in the

Companies Act 2006) are in force for the benefit of Directors

and former Directors who held office during 2025 and up to the

approval and signature of the Annual Report.

#### Change of control and essential contracts

We do not have contracts or other arrangements which

individually are fundamental to the ability of the business to

operate effectively. Neither is the company party to any

material agreements that would take effect, be altered, or

terminate upon a change of control following a takeover bid.

We do not have agreements with any Director that would

provide compensation for loss of office or employment resulting

from a takeover, except that provisions of the company’s share

plans may cause options and awards granted under such plans

to vest on a takeover Details of the termination provisions in the

Executive Directors’ service contracts are given in the full version

of the company’s 2025 Remuneration policy which is available

on gsk.com in the Investors section.

|  |
| --- |
|  |
| Content of the Directors’ report |

For the purposes of the UK Companies Act 2006, the Directors’

report of GSK plc for the year ended 31 December 2025

comprises:

#### Directors’ report

|  |  |
| --- | --- |
|  |  |
| Section | Pages |
| Corporate governance report | 109 to 170 |
| Employee engagement | 121 |
| Directors’ statements of responsibilities | 172 and 173 |
| Investor information | 280 to 326 |

The Strategic report sets out those matters required to be

disclosed in the Directors’ report which are considered to be of

strategic importance:

#### Strategic report

|  |  |
| --- | --- |
|  |  |
| Section | Pages |
| Risk management objectives and policies | 63 to 78 and  291 to 306 |
| Likely future developments of the company | 1 to 107 |
| Research and development activities | 15 to 34 |
| Business relationships | 48 to 61 |
| Inclusion | 55 |
| Our culture and people, including provision of  information to and consultations with  employees | 55 and 59 to  61 |
| Carbon emissions | 52 to 54 and  76 |
| Section 172 statement | 124 to 127 |

170

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|  |  |  |  |  |  |  |  |  |  |  |  |
| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Directors’ report continued | | | | | | | | | | | |

The following information is also incorporated into the Directors’

report:

|  |  |
| --- | --- |
|  |  |
|  | Location in Annual Report |
| Interest capitalised | Financial statements,  Notes 17 and 20 |
| Share capital and share premium account | Financial statements Note  36 |
| Particulars of important post-balance  sheet events of the company or its  subsidiaries | Financial statements,  Note 47 |
| Publication of unaudited financial  information | Group financial review |
| Details of any long-term incentive  schemes | Remuneration report |
| Waiver of emoluments by a Director | Not applicable |
| Waiver of future emoluments by a Director |
| Non pre-emptive issues of equity for cash |
| Non pre-emptive issues of equity for cash  by any unlisted major subsidiary  undertaking |
| Parent company participation in a placing  by a listed subsidiary |
| Provision of services by a controlling  shareholder |
| Shareholder waiver of dividends | Financial statements,  Notes 16 and 44 |
| Shareholder waiver of future dividends | Financial statements,  Notes 16 and 44 |
| Agreements with controlling shareholders | Not applicable |

The Directors’ report

– has been drawn up and presented in accordance with and in

reliance upon English company law and the liabilities of the

Directors in connection with that Report shall be subject to

the limitations and restrictions provided by such law.

– was approved by the Board of Directors on 4 March 2026

and signed on its behalf by:

Sir Jonathan Symonds

Chair

4 March 2026

171

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|  | |  |  | |  |  | |  |  | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |

## Financial statements

|  |  |
| --- | --- |
|  |  |
| In this section |  |
| [Directors’ statement of responsibilities](#ia0478a7d9608435797b09f6fdeba7f82_343) | [172](#ia0478a7d9608435797b09f6fdeba7f82_343) |
| [Independent Auditor’s report](#ia0478a7d9608435797b09f6fdeba7f82_349) | [174](#ia0478a7d9608435797b09f6fdeba7f82_349) |
| [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_355) | [186](#ia0478a7d9608435797b09f6fdeba7f82_355) |
| [Notes to the financial statements](#ia0478a7d9608435797b09f6fdeba7f82_370) | [190](#ia0478a7d9608435797b09f6fdeba7f82_370) |
| [Financial statements of GSK plc](#ia0478a7d9608435797b09f6fdeba7f82_544)  [prepared under UK GAAP](#ia0478a7d9608435797b09f6fdeba7f82_544) | [274](#ia0478a7d9608435797b09f6fdeba7f82_544) |

172

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|  |  |  |  |  |  |  |  |  |  |  |  |
| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Directors’ statement of responsibilities | | | | | | | | | | | |

The Directors are responsible for preparing the Annual Report,

the Remuneration report and the Group and parent company

financial statements in accordance with applicable law and

regulations.

UK company law requires the Directors to prepare financial

statements for each financial year. The Directors are required

to prepare the Group consolidated financial statements in

accordance with UK-adopted international accounting

standards in conformity with the requirements of the

Companies Act 2006 and the IFRS Accounting Standards as

issued by the International Accounting Standards Board (IASB).

The Directors have elected to prepare the parent company

financial statements in accordance with United Kingdom

Accounting Standards and applicable law (United Kingdom

Generally Accepted Accounting Practice) (Financial Reporting

Standard 101 Reduced Disclosure Framework). Under company

law the Directors must not approve the financial statements

unless they are satisfied that they give a true and fair view of

the state of affairs of the Group and its profit or loss for that

period. In preparing the financial statements, the Directors are

required to:

– select suitable accounting policies and then apply them

consistently;

– make judgements and accounting estimates that are

reasonable and prudent;

– state that the Group financial statements comply with IFRS,

as issued by the IASB and in conformity with the

requirements of the Companies Act 2006;

– state with regard to the parent company financial

statements that applicable UK Accounting Standards have

been followed, subject to any material departures disclosed

and explained in the parent company financial statements;

and

– prepare the financial statements on a going concern basis

unless it is inappropriate to presume that the Group and the

parent company will continue in business.

In preparing the Group financial statements, International

Accounting Standard 1 requires that directors properly select

and apply accounting policies; present information, including

accounting policies, in a manner that provides relevant,

reliable, comparable and understandable information; provide

additional disclosures when compliance with the specific

requirements in IFRS Standards are insufficient to enable users

to understand the impact of particular transactions, other

events and conditions on the entity’s financial position and

financial performance; and make an assessment of the

company’s ability to continue as a going concern.

The Directors are responsible for keeping adequate accounting

records that are sufficient to show and explain the company’s

transactions and disclose with reasonable accuracy at any

time the financial position of the Group and to enable them to

ensure that the Group financial statements and the

Remuneration report comply with the Companies Act 2006.

They are also responsible for safeguarding the assets of the

Group and hence for taking reasonable steps for the prevention

and detection of fraud and other irregularities.

The Group financial statements for the year ended

31 December 2025, comprising principal statements and

supporting notes, are set out in the ‘Financial statements’ on

pages [186](#ia0478a7d9608435797b09f6fdeba7f82_355) to [273](#ia0478a7d9608435797b09f6fdeba7f82_541) of this report. The parent company financial

statements for the year ended 31 December 2025, comprising

the balance sheet and the statement of changes in equity for

the year ended 31 December 2025 and supporting notes, are

set out on pages [274](#ia0478a7d9608435797b09f6fdeba7f82_544) to  [278](#i30105ad05cf8473787e9f4065b1d46d8_23664).

The responsibilities of the auditor in relation to the financial

statements are set out in the Independent Auditor’s report on

pages [174](#ia0478a7d9608435797b09f6fdeba7f82_349) to [185](#idc719d34213e434a9dce1535f2807b40_144113).

The financial statements for the year ended 31 December 2025

are included in the Annual Report, which is published in printed

form and made available on our website. The Directors are

responsible for the maintenance and integrity of the corporate

and financial information included on the company’s website.

Legislation in the United Kingdom governing the preparation

and dissemination of financial statements may differ from

legislation in other jurisdictions.

Each of the current Directors, whose names and functions are

listed in the Corporate Governance section of the Annual

Report 2025 confirms that, to the best of his or her knowledge:

– the Group financial statements, which have been prepared in

accordance with the applicable set of accounting standards

and in conformity with the requirements of Companies Act

2006, give a true and fair view of the assets, liabilities,

financial position and profit of the Group;

– the Strategic report and risk sections of the Annual Report,

which represent the management report, include a fair

review of the development and performance of the business

and the position of the company and the Group taken as a

whole, together with a description of the principal risks and

uncertainties that it faces; and

– the Annual Report and financial statements, taken as a

whole, are fair, balanced and understandable and provide

the information necessary for shareholders to assess the

company’s position and performance, business model and

strategy.

173

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| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Directors’ statement of responsibilities continued | | | | | | | | | | | |

Disclosure of information to auditor

The Directors in office at the date of this Annual Report have

each confirmed that:

– so far as he or she is aware, there is no relevant audit

information of which the company’s auditor is unaware; and

– he or she has taken all the steps that he or she ought to have

taken as a Director to make himself or herself aware of any

relevant audit information and to establish that the

company’s auditor is aware of that information.

This confirmation is given and should be interpreted in

accordance with the provisions of section 418 of the Companies

Act 2006.

#### Going concern basis

Pages [80](#ia0478a7d9608435797b09f6fdeba7f82_196) to [107](#ia0478a7d9608435797b09f6fdeba7f82_247) and pages [69](#ia0478a7d9608435797b09f6fdeba7f82_166) to [75](#i3ed6de7b081e46789b6bc93252af05da_98792) contain information on the

performance of the Group, its financial position, cash flows, net

debt position, borrowing facilities and climate-related risks.

Further information, including Treasury risk management

policies, exposures to market and credit risk and hedging

activities, is given in Note 43, 'Financial instruments and related

disclosures' to the financial statements. Having assessed the

principal risks and other matters considered in connection with

the viability statement, the Directors considered it appropriate

to adopt the going concern basis of accounting in preparing

the financial statements.

#### Internal control

The Board, through the Audit & Risk Committee, has reviewed

the assessment of risks and the internal control framework that

operates in GSK and has considered the effectiveness of the

system of internal control in operation in the Group for the year

covered by this Annual Report and up to the date of its

approval by the Board of Directors. Further detail on the review

of internal controls is set out in the Governance report on page

[136](#i100ae7c146f54ebcae91db5f7ef8d7e8_233001).

#### The UK Corporate Governance Code

The Board considers that GSK plc applies the principles and

complies with the provisions of the UK Corporate Governance

Code maintained by the Financial Reporting Council, as

described in the Corporate Governance section including

Remuneration on pages [109](#ia0478a7d9608435797b09f6fdeba7f82_259) to [170](#id03fa21485584402837b053c7fff8ab3_5444). The Board further considers

that the Annual Report, taken as a whole, is fair, balanced and

understandable, and provides the information necessary for

shareholders to assess the Group’s position and performance,

business model and strategy.

As required by the Financial Conduct Authority’s Listing Rules,

the auditor has considered the Directors’ statement of

compliance in relation to those points of the UK Corporate

Governance Code which are specified for their review.

#### Annual Report

The Annual Report for the year ended 31 December 2025,

comprising the Report of the Directors, the Remuneration

report, the Financial statements and Additional information for

investors, has been approved by the Board of Directors and

signed on its behalf by

Sir Jonathan Symonds

Chair

4 March 2026

174

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|  |  |  |  |  |  |  |  |  |  |  |  |
| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Independent Auditor’s report to the members of GSK plc | | | | | | | | | | | |

|  |
| --- |
|  |
| Report on the audit of the financial statements |

|  |
| --- |
|  |
| 1. Opinion |

In our opinion:

– The financial statements of GSK plc (the ‘Parent company’)

and its subsidiaries (the ‘Group’) give a true and fair view of

the state of the Group’s and of the Parent company’s affairs

as at 31 December 2025 and of the Group’s profit for the year

then ended;

– The Group financial statements have been properly prepared

in accordance with United Kingdom adopted international

accounting standards and IFRS Accounting Standards as

issued by the International Accounting Standards Board

(IASB);

– The Parent company financial statements have been

properly prepared in accordance with United Kingdom

Generally Accepted Accounting Practice including Financial

Reporting Standard 101 “Reduced Disclosure Framework”;

and

– The financial statements have been prepared in accordance

with the requirements of the Companies Act 2006.

We have audited the financial statements which comprise the

|  |
| --- |
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| Group |
| – Consolidated income statement; |
| – Consolidated statement of comprehensive income; |
| – Consolidated balance sheet; |
| – Consolidated statement of changes in equity; |
| – Consolidated cash flow statement; and |
| – Notes 1 to 47 to the financial statements, which includes the  material accounting policy information. |
| Parent company |
| – Company balance sheet; |
| – Company statement of changes in equity; and |
| – Notes A to K to the company balance sheet, which include  the company material accounting policy information. |

The financial reporting framework that has been applied in the

preparation of the Group financial statements is applicable law,

United Kingdom adopted international accounting standards

and IFRS Accounting Standards as issued by the IASB. The

financial reporting framework that has been applied in the

preparation of the Parent company financial statements is

applicable law and United Kingdom Accounting Standards,

including FRS 101 “Reduced Disclosure Framework” (United

Kingdom Generally Accepted Accounting Practice).

|  |
| --- |
|  |
| 2. Basis for opinion |

We conducted our audit in accordance with International

Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our

responsibilities under those standards are further described in

the auditor’s responsibilities for the audit of the financial

statements section of our report.

We are independent of the Group and the Parent company in

accordance with the ethical requirements that are relevant to

our audit of the financial statements in the UK, including the

Financial Reporting Council’s (the ‘FRC’s’) Ethical Standard as

applied to listed public interest entities, and we have fulfilled our

other ethical responsibilities in accordance with these

requirements. The non-audit services provided to the Group and

Parent company for the year are disclosed in the Audit & Risk

Committee report within the Corporate Governance section of

the Annual Report on page [134](#ide506648767f48e7b857c8a3ecfbbb8f_0-0-1-1-986070) and Note 8 to the financial

statements. We confirm that we have not provided any non-

audit services prohibited by the FRC’s Ethical Standard to the

Group or the Parent company.

We believe that the audit evidence we have obtained is

sufficient and appropriate to provide a basis for our opinion.

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|  |
| 3. Summary of our audit approach |

Significant changes in our approach

Following the settlement of Zantac product litigation matter in

2024 and its subsequent payment of £1.8 billion we have not

included the valuation of provisions and contingent liabilities for

significant legal proceedings as a key audit matter for the

current year audit.

Key audit matters

The key audit matters that we identified in the current year were:

– Valuation of US Returns and Rebates (RAR) accruals

– Valuation of the ViiV Healthcare Shionogi contingent

consideration liability

– Valuation of other intangible assets

– Valuation of uncertain tax positions, including transfer pricing

Materiality

– The materiality that we used for the group financial

statements was £350 million (2024: £300 million) which was

determined on the basis of Profit before tax, Core profit

before tax, Revenue and Net cash flows from operations.

Scoping

The following components were subject to audit procedures as

well as the assessment of the effectiveness of internal controls

over financial reporting: Belgium, Canada, China, France,

Germany, Italy, Japan, Spain, United Kingdom and United

States, as well as Australia which was brought into scope in the

current year.

Our audit scope addressed 81% (2024: 80%) of the Group’s

revenue, 85% (2024: 79%) of the Group’s profit before tax and

84% (2024: 87%) of the Group’s total assets.

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| 4. Audit scope and execution |

The design of our audit approach reflects the group structure,

utilising data extracted from the company’s ERP system, to

effectively address risks of material misstatement as well as fulfil

our responsibilities around the direction, supervision and review

of the audit work performed by component teams. Our audit

approach can be summarised into the following areas that

enabled us to obtain the evidence required to form an opinion

on the Group and Parent company financial statements:

Use of audit technology. The central control and common

systems throughout the Group enables us to deploy and utilise

process and data analytics across the breadth of the Group,

providing a more detailed understanding of the flow of

transactions, enabling us to focus our risk assessment and

design targeted audit testing procedures.

We embed technology throughout our audit to improve quality

and effectiveness, including in the areas of planning and

scoping, project management, risks and controls assessment,

substantive testing and reporting insights to management and

the Audit & Risk Committee. At planning stage, we use our

automated scoping tool to identify any unusual trends or

fluctuations within account balances and geographies,

particularly within untested balances to reduce the risk of

material misstatement to an acceptably low level.

To support our iterative risk assessment process, across all

significant account balances, we have used web scanning

technology. This assists with identifying additional information

regarding industry matters in the jurisdictions in which GSK

operates as well as any unusual trends or account balances

that might indicate a risk of material misstatement, supporting

our judgement in analysing residual untested balances. We

have factored the impact of this information into our risk

assessment and design of substantive procedures within the

relevant account balances and other aspects of the audit,

including going concern and post balance sheet events.

Our data analytical tools allow us to scrutinise large

transactional data sets for unusual trends, characteristics,

outliers or transaction flows to support our identification of

audit risks. For example, we analysed US RAR data by product

and payment channel to identify products where; there are high

values of total rebate deductions recognised, there are

significant differences on rebate rates offered between payers

or where qualitative factors impacted the brands (see Section 5

- Valuation of US Returns and Rebates (RAR) accruals). We

also used data analytics to determine products and regions

where the valuation of the ViiV Healthcare Shionogi contingent

consideration liability was most sensitive to the assumptions

used (see Section 5 - Valuation of the ViiV Healthcare Shionogi

contingent consideration liability).

We have continued to leverage process analytics to perform

substantive procedures on revenue at a Group level by

automatically matching key revenue data points across sales

orders, invoices and shipping documents generated during the

revenue process. In addition, we used profiling technology to

identify journal entries that exhibit potential fraud

characteristics in testing the appropriateness of journal entries

and other adjustments.

Audit planning and risk assessment at a Group level. Our risk

assessment procedures considered, amongst other factors, the

impact of climate change and the wider macroeconomic

environment on the account balances, disclosures and

company practices.

Partners from the Group audit team led the global audit of the

operating segments (Commercial Operations and Research

and Development); in addition, partners were responsible for

the component and legal entity audits in each country. These

segment partners met regularly with senior segment

management to understand the strategy, performance and

other matters which arose throughout the year that could have

impacted the financial reporting. In addition, we held regular

meetings with members of Internal Audit, internal Legal Counsel

and the Global Ethics & Compliance teams to understand their

work and to review their reports to enhance our risk assessment.

We also used output from data analytics to perform fact-based

risk assessment and pinpoint identification of audit risks as

noted above.

GSK operate on an ERP system, with automated controls

supporting the IT infrastructure. We have tested these

automated controls, including segregation of duties and

controls configurations. This testing is integrated into our audit

risk assessment to ensure only relevant controls are tested, and

direct testing on exceptions identified.

Audit work performed at global shared service centres. A

significant amount of the Group’s operational processes that

cover financial reporting is undertaken in shared service centres.

Our Group audit team included senior individuals responsible

for each of the global processes who coordinated our audit

work at the shared service centres utilising a live global project

management platform. This structure enabled us to develop our

understanding of the end-to-end processes that supported

material account balances, classes of transactions and

disclosures within the Group financial statements. We then

evaluated the effectiveness of internal controls over financial

reporting for these processes and considered the implications

for the remainder of our audit work. As part of supervising the

work of the shared service centre audits, senior Group audit

team members visited Costa Rica, India and Poland.

Audit work executed at component level and individual legal

entities. The following components were subject to audit

procedures as well as the assessment of the effectiveness of

internal controls over financial reporting: Belgium, Canada,

China, France, Germany, Italy, Japan, Spain, Australia, United

Kingdom and the United States. The Group audit team was in

active dialogue throughout the audit with the component audit

teams in order to determine whether their work was planned

and performed in accordance with the overall Group audit

strategy and the instructions provided to the components. As

part of supervising the work of the components, senior Group

audit team members visited component teams in Belgium,

France, United States, Japan, UK and China. To satisfy

ourselves that our oversight and supervision was appropriate

we performed reviews of audit working papers, increasing the

frequency and length of those reviews depending on the

significance and risk of the component, and continued to

attend the component planning and clearance meetings,

joined by local management.

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Audit procedures undertaken at the Group level and on the

Parent company. In addition to the above, we also performed

audit work on the Group and Parent company financial

statements, including but not limited to: the consolidation of the

Group’s results, the preparation of the financial statements,

certain disclosures within the Directors’ Remuneration report,

litigation provisions and exposures, and entity level and

oversight controls relevant to financial reporting. The

component or legal entity account balances not covered by our

audit scope were subject to analytical procedures confirming

that there were no significant risks of material misstatement in

the aggregated financial information.

Internal controls testing approach. We tested the effectiveness

of internal controls over financial reporting across all in-scope

entities and entity level controls at the Group level. Common

systems allowed for relevant IT controls to be tested centrally

across all components. We were able to place reliance on

controls where planned.

Our reliance on management controls testing has increased in

2025 enhancing the overall effectiveness of the audit. We have

expanded our scope to incorporate business processes

including Pensions, US RAR, and Share-Based Payments (SBP),

and have increased the reliance on controls within both the

vaccines and consolidation and external reporting processes.

The remaining controls are comprised of controls associated

with significant risk process, controls involving high levels of

judgments and estimates, physical verification of assets, and

annual disclosure review controls for which there is limited

scope for reliance on management control testing.

Our audit scope consisting of audit procedures on one or more

classes of transactions, account balances, disclosures, or

specified audit procedures addressed 81% (2024: 80%) of the

Group’s revenue, 85% (2024: 79%) of the Group’s profit before

tax and 84 % (2024: 87%) of the Group’s total assets.

Impact of climate change on our audit. Climate change has the

potential to impact the Group in a number of ways as set out in

the Strategic Report on pages [69](#ia0478a7d9608435797b09f6fdeba7f82_166) to [76](#ia0478a7d9608435797b09f6fdeba7f82_169) of the Annual Report

and Note 17, 19 and 20 on page [213](#ia0478a7d9608435797b09f6fdeba7f82_427), [215](#ia0478a7d9608435797b09f6fdeba7f82_433) and [216](#ia0478a7d9608435797b09f6fdeba7f82_436)  of the financial

statements. The Group has committed to net zero greenhouse

gas emissions across the Group’s full value chain by 2045.

In the planning of our audit, we have considered the potential

impact of climate change on the Group’s business and its

financial statements.

We have sought to understand the Group’s identification and

assessment of the potential impacts of climate change, how

these risks influence the Group’s strategy, and their implications

on the financial statements.

The Group’s assessment focused on the impacts of more

frequent extreme weather conditions, water scarcity and

changes in the political landscape. The assessment has also

focused on changes in consumer and market behaviour as well

as volatility in the costs and availability of materials and

resources that could impact future financial performance and

asset valuations.

In consultation with our climate change specialists, we:

– Conducted detailed risk assessment procedures across all in-

scope balances and transactions to determine any risks of

material misstatement in the financial statements by

applying the expected impact of climate change to our

understanding of the business;

– Evaluated the appropriateness of the Group’s assessment of

the potential impact of climate change and the impact of

these on the financial statements, including in the area of

intangible assets; and

– Used our own assessment of the impact of climate change to

challenge the Group’s assessment of going concern,

including considering the potential impact on future

performance and availability of financing.

As part of our audit procedures, we are required to read and

consider these disclosures to consider whether they are

materially inconsistent with the financial statements or

knowledge obtained in the audit. We did not identify any

material inconsistencies as a result of these procedures.

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| 5. Key audit matters |

Key audit matters are those matters that, in our professional

judgement, were of most significance in our audit of the

financial statements of the current period and include the most

significant assessed risks of material misstatement (whether or

not due to fraud) that we identified. These matters included

those which had the greatest effect on the overall audit

strategy, the allocation of resources in the audit and directing

the efforts of the engagement team.

These matters were addressed in the context of our audit of the

financial statements as a whole, and in forming our opinion

thereon, and we do not provide a separate opinion on these

matters.

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| Key audit matter description |  | How the scope of our audit responded to the key audit matter |
| Valuation of US Returns and Rebates (RAR) accruals  In the United States (US), the Group sells to customers under  various commercial and government mandated contracts and  reimbursement arrangements that include rebates,  chargebacks and a right of return for certain pharmaceutical  products. Returns, chargebacks and rebates provided to  customers under these arrangements are accounted for as  variable consideration and recognised as a reduction to  revenue in the form of gross-to-net sales adjustments. These  adjustments are known as the US Returns and Rebates (“US  RAR”) accruals and are a source of significant estimation  uncertainty which could have a material impact on reported  revenue.  The US RAR balance sheet accrual at 31 December 2025  amounted to £4,891 million (2024: £5,235 million).  The five most significant buying groups to which the RAR  accrual relates are Managed Care, Medicaid, Ryan White,  Medicare Part D, and the Medicare Part D Manufacturer  Discount Program.  The two main causes of significant estimation uncertainty are:    The utilisation rate, which is the portion of total sales that will  be made into each buying group, estimated in recording the  accruals. The utilisation assumption is the most challenging of  the key assumptions used to derive the accrual given that it is  influenced by historical trends, projected market conditions  and other factors outside the control of the Group; and    The time lag between the point of sale and the point at which  exact rebate amounts are known to the Group upon receipt of  a claim. Those buying groups with the longest time lag result in  a greater accrued period, and therefore, a greater level of  estimation uncertainty in estimating the period-end accrual.  The level of estimation uncertainty is also impacted by  significant shifts in channel mix driven by changes in the  competitive landscape, including competitor and generic  product launches, changes in government legislation, pricing  agreements and other macroeconomic factors. Further, where  relevant, the Group makes specific period-end adjustments to  the US RAR accruals. These adjustments reflect updates made  to the initial assumptions included within the forecasted US  RAR rates and, in our view, present the greatest opportunity for  fraud in revenue recognition (notwithstanding the existence of  internal controls).  We have identified a key audit matter relating to the valuation  of the US RAR balance sheet accrual, including both the  utilisation rate assumptions and period-end adjustments.  US Commercial Operations returns and rebates are disclosed  as a key source of estimation uncertainty in Note 3 of the  Group financial statements with further disclosures provided in  Note 28. The matter is also discussed in the Audit & Risk  Committee report within the Corporate Governance section of  the Annual Report. |  | Audit procedures performed  We performed the following audit procedures, amongst others,  related to estimates in the US RAR accruals:  – Tested the controls over the key inputs and assumptions  used in the valuation of US RAR accruals. These included  review controls over forecasting of utilisation rates, period-  end adjustments and the month-end accrual reviews;  – Tested management’s process to develop the estimate by  evaluating assumptions for a selection of utilisation rates,  focusing on certain products where we concluded the  accrual is most sensitive to these assumptions. Our  procedures included comparison to the historical utilisation  rates, consideration of the historical accuracy of  management’s assumptions and an assessment of whether  projected market conditions are appropriately reflected in  the RAR accruals. Such conditions included the impact of  competition, new product launches, changes in government  legislation, pricing agreements and macroeconomic  factors;  – Tested management’s estimate by developing an  independent expectation of the accrual balance for each of  the key segments and products. The expectation was  developed using data on historical claims received adjusted  to reflect market changes in the period, third party  information on inventory held by customers, and an  assessment of the time lag between the initial point of sale  and the claim receipt. We then compared this independent  expectation to those recorded claims to evaluate the  appropriateness of the year-end accrual position;  – Performed a retrospective review of the historical accuracy  of management’s forecast assumptions and where actual  claims have differed to these assumptions, we have  evaluated whether this has been appropriately reflected in  subsequent accruals for a sample of claims;  – Evaluated the accuracy and completeness of period-end  adjustments to the liability made as part of the Group’s  ongoing review of the estimated accrual; and  – Performed audit procedures over the actual rebate  payments made in the year by agreeing to the relevant  contract to assess whether the rebate payments were in line  with the contractual terms. |
|  | Key observations communicated to the Audit & Risk  Committee |
|  | We are satisfied that the estimated liability of the RAR accruals  at the year-end is appropriate. We observed a level of  prudence in the estimate when assessing against our own  independent expectations, which is in accordance with the  requirements of IFRS 15 Revenue from contracts with  customers to limit the risk of a significant reversal of revenue. |

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| Key audit matter description |  | How the scope of our audit responded to the key audit matter |
| Valuation of the ViiV Healthcare Shionogi contingent  consideration liability  The Group has completed a number of significant transactions  which resulted in the recognition of material contingent  consideration liabilities, which are a key source of estimation  uncertainty. The most significant of these liabilities is the ViiV  Healthcare Shionogi Contingent Consideration Liability (ViiV  CCL).  The Group completed the acquisition of the remaining 50%  interest in the Shionogi-ViiV Healthcare joint venture in 2012.  Upon completion, the Group recognised a contingent  consideration liability for the fair value of the expected future  payments to be made to Shionogi. As at 31 December 2025 the  liability was valued at £5,433 million (2024: £6,061 million).  We identified the ViiV CCL as a key audit matter because of  the significant estimates and assumptions relating to the HIV  treatment and prevention markets sales forecasts used in  valuing the ViiV CCL, and the sensitivity of the valuation to  these inputs. The most significant of these relate to sales  forecasts in the United States (US) on certain products in the  treatment, and prevention portfolio. Such forecasts are based  on an assessment of the expected launch dates for pipeline  assets, the ability to shift market practice and prescriber  behaviour towards long-acting injectable treatments and 2-  drug regimens, the size of the long-acting prevention market  and subsequent sales volumes. The sales forecasts also  required significant audit effort to perform appropriate audit  procedures to challenge and evaluate the reasonableness of  those forecasts.  Contingent consideration liabilities, including the ViiV CCL, are  disclosed as a key source of estimation uncertainty in note 3 of  the Group financial statements with further disclosures  provided in notes 32. The matter is also discussed in the Audit  & Risk Committee report within the Corporate Governance  section of the Annual Report. |  | Audit procedures performed  We performed the following audit procedures, amongst others,  related primarily to the sales forecasts:  – Tested the controls over the key inputs and assumptions  used in the valuation of the contingent consideration  liability, including review controls over the sales forecasts of  the treatment product portfolio used to value the ViiV CCL;  – Obtained the Group’s assessment of the key inputs and  assumptions used in the sales forecasts and evaluated their  reasonableness, including through enquiries of key  individuals from the senior leadership team, commercial  strategy team and key personnel involved in the budgeting  and forecasting process, and inspection of supporting  evidence;  – Evaluated the US volume assumptions made by the Group  to estimate sales forecasts. This involved benchmarking  forecast market share data against external data, such as  total prescription volumes and new patient prescription  volumes, in order to assess for any sources of contradictory  evidence;  – Evaluated the reasonableness of US pricing assumptions  used by the Group, by comparing the forecasted Returns  and Rebates rate by product against the current rate, and  assessing the forecasted Returns and Rebates against  comparable products and taking into account expected  changes in payer policy, changes in government legislation  and pricing agreements;  – Considered the results of clinical studies undertaken in the  year by the Group and key competitors in order to assess  whether these are corroborative or contradictory to  assumptions used in the product portfolio sales forecasts in  the US;  – Benchmarked the Group’s sales forecasts against those  included in reports from 7 analysts and considered sales  forecasts on both a total ViiV basis and an individual  product basis, assessing against identified contradictory  data; and  – Together with our fair valuation specialists, assessed the  reasonableness of the overall valuation methodology,  including testing the valuation model for mechanical  accuracy. |
|  | Key observations communicated to the Audit & Risk  Committee |
|  | The sales forecasts used in the valuation are reasonable and in  line with relevant supporting information. We are satisfied that  the sales forecasts appropriately reflect trends in the overall  HIV treatment and prevention markets including the impacts  of competition, healthcare reform and a predicted shift  towards long-acting injectable products.  The approach to valuing the ViiV CCL was consistent with prior  periods and overall we are satisfied that the valuation liability  is reasonable and consistent with IFRS Accounting Standards. |

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| Key audit matter description |  | How the scope of our audit responded to the key audit matter |
| Valuation of other intangible assets  As at 31 December 2025, the Group held £16,141 million (2024:  £14,936 million) of other intangible assets (including licenses,  patents, trademarks, and trade names, but excluding goodwill  and computer software). This includes intangible assets  acquired as part of  the acquisitions of IDRx, Inc. and BP Asset  IX, Inc. during the year.  Intangible assets which are in development and not available  for use should be tested at least annually for impairment  irrespective of whether an indication of impairment exists.  When the carrying amount of an individual intangible asset, or  cash-generating unit to which an intangible asset belongs,  exceeds its recoverable amount, an impairment  should be  recorded. Recoverability of an intangible asset is derived from  certain assumptions and estimates of future trading  performance which create significant estimation uncertainty.  The underlying assumptions used, for both acquired  intangibles and impairment of existing intangibles, include  forecast sales pricing, volume, growth rates, profit margin, and  the probability of technical and regulatory success of ongoing  clinical trials. This includes assumptions on timing of cash flows  determined by anticipated launch year, peak year sales,  subsequent sales erosion due to generic product competition,  and profit margin levels.  During 2025, impairment charges of £880 million (2024: £314  million) were recorded. These were primarily full impairments  due to the cessation of research and development dictated by  negative clinical trial readouts or lack of commercial  attractiveness.  We identified the valuation of other intangible assets as a key  audit matter due to the inherent judgements involved in  estimating future cash flows. Auditing such assumptions and  estimates required extensive audit effort to evaluate the  reasonableness of forecasts and management judgements.  Other intangible assets are disclosed as a key source of  estimation uncertainty in note 3 of the Group financial  statements with further disclosures provided in Notes 20 and  40. The matter is also discussed in the Audit & Risk Committee  report within the Corporate Governance section of the Annual  Report. |  | Audit procedures performed  We performed the following audit procedures, amongst others,  over the forecast sales pricing, volume, growth rates,  probability of technical and regulatory success, and profit  margin levels, used in the assessment of the valuation of other  intangible assets:  – Tested review controls over the key inputs and assumptions  used in the valuation of other intangible assets. The controls  encompass the review of the valuation models, which  contain a number of assumptions such as the probability of  technical and regulatory success, launch dates, plus other  revenue and cost assumptions;  – Inquired with key individuals from the corporate  development team, commercial forecasting leads, and key  personnel involved in the assets research and development  process. We used the outcome of these inquiries to evaluate  the Group’s evidence to support key assumptions such as  overall sales forecasts, peak year sales (including  anticipated market share, volume and uptake alongside  price points where required), the foreseeable competitive  landscape, growth rates, probability of regulatory and  technical success and margins;  – Evaluated the key inputs and assumptions applied in  estimating sales and profit margin forecasts, including  benchmarking of forecasts against external market data.  This included independent market research of therapeutic  area price points, price growth rates, and anticipated  competitor market landscape, both current and at the time  of forecast regulatory approval, plus assessment of any  sources of contradictory evidence;  – Compared the forecast sales and profit margin levels to the  Plan data (asset by asset internal forecasts) approved by  the GSK Leadership Team and the Board of Directors,  where the in-development intangible asset is forecast to  launch within the next 3-year period;  – Assessed the historical accuracy of sales forecasts by  performing retrospective reviews across marketed assets  within the business;  – Using web scanning technology, identified and considered  whether events or transactions that occurred after the  balance sheet date, but before the reporting date, affect  the conclusions reached on the carrying values of the assets  and associated disclosures. We also use this output to  evaluate any contradictory evidence compared to  managements’ forecasted assumptions; and  – Engaged our fair valuation specialists to assess the  reasonableness of the valuation methodology applied as  well as performing mechanical accuracy checks. |
|  | Key observations communicated to the Audit & Risk  Committee |
|  | For those intangible assets which were acquired during the  period as part of the IDRx and Boston Pharma business  combinations, we concluded that the assumptions  underpinning the fair value of intangible assets reflected in the  purchase price allocations were reasonable and in accordance  with IFRS Accounting Standards.  For those in-development intangible assets subject to  impairment reviews we concluded that the judgements made  by management were reasonable and in accordance with  IFRS Accounting Standards. |

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| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
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| Independent Auditor’s report continued  Report on the audit of the financial statements continued | | | | | | | | | | | |

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| --- | --- | --- |
|  |  |  |
| Key audit matter description |  | How the scope of our audit responded to the key audit matter |
| Valuation of uncertain tax positions, including transfer pricing  The Group operates in numerous jurisdictions and there are  open tax and transfer pricing matters and exposures with UK,  US and overseas tax authorities that give rise to uncertain tax  positions. There is a wide range of possible outcomes for  provisions and contingencies. Certain judgements in respect of  estimates of tax exposures and contingencies are required in  order to assess the adequacy of tax provisions, which are  sometimes complex as a result of the considerations required  by differing tax laws and regulations.  At 31 December 2025, the Group has recorded provisions of  £649 million (2024: £636 million) in respect of uncertain tax  positions.  Valuation of uncertain tax positions is disclosed as a key source  of estimation uncertainty in note 3 of the Group financial  statements with further disclosures included in note 14. The  matter is also discussed in the Audit & Risk Committee report  within the Corporate Governance section of the Annual Report. |  | Audit procedures performed  With the support of our tax specialists, we assessed the  appropriateness of the uncertain tax provisions, focused on  those jurisdictions where the Group has the greatest potential  exposure and where the highest level of judgement is required,  by performing the following audit procedures amongst others:  – Tested key controls over preparation, review and reporting  of judgmental tax balances and transactions, which include  provisions for uncertain tax provisions;  – Assessed the assumptions and judgements that are  required to determine the range of possible outcomes for  recognition and measurement of provisions for uncertain  tax positions in compliance with the requirements of IFRIC  23 Uncertainty over Income Tax Treatments;  – Engaged our transfer pricing specialists to evaluate the  transfer pricing methodology of the Group and associated  approach to provision recognition and measurement; and  – Considered evidence such as the actual results from the  recent tax authority audits and enquiries, third-party tax  advice obtained by the Group and our tax specialists’ own  knowledge of market practice in relevant jurisdictions. |
|  | Key observations communicated to the Audit & Risk  Committee |
|  | We are satisfied that the estimates in relation to uncertain tax  positions and the related disclosures are in accordance with  IFRS Accounting Standards. From our work we concluded that  a consistent approach has been applied to estimating  uncertain tax provisions which is appropriate and in  accordance with IFRIC 23. |

|  |
| --- |
|  |
| 6. Conclusions relating to going concern |

In auditing the financial statements, we have concluded that

the directors’ use of the going concern basis of accounting in

the preparation of the financial statements is appropriate.

Our evaluation of the directors’ assessment of the Group’s and

Parent company’s ability to continue to adopt the going

concern basis of accounting included:

– Enquiries of the Group directors and management regarding

the assumptions used in the going concern models, including

the potential impact of macroeconomic and geopolitical

uncertainty including the impact of tariffs and pricing

strategy, and climate change;

– Evaluating the Group’s existing access to sources of

financing, including undrawn committed bank facilities;

– Reading analyst reports, industry data and other external

information to determine if it provided corroborative or

contradictory evidence in relation to assumptions used;

– Comparing forecasted sales to recent historical financial

information;

– Testing the underlying product-level forecasts and

associated sensitivities which support the overall Group’s

business forecast used to prepare the going concern

assessment and assessing whether these underlying

assumptions are reasonable;

– Using web scanning technology to identify any external

matters that may cause doubt on the Group’s ability to

continue as a going concern; and

– Evaluating the appropriateness of Group’s disclosures on

going concern.

Based on the work we have performed, we have not identified

any material uncertainties relating to events or conditions that,

individually or collectively, may cast significant doubt on the

Group's and Parent company’s ability to continue as a going

concern for a period of at least twelve months from when the

financial statements are authorised for issue.

In relation to the reporting on how the Group has applied the

UK Corporate Governance Code, we have nothing material to

add or draw attention to in relation to the directors’ statement

in the financial statements about whether the directors

considered it appropriate to adopt the going concern basis of

accounting.

Our responsibilities and the responsibilities of the directors with

respect to going concern are described in the relevant sections

of this report.

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| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
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| 7. Our application of materiality |

We define materiality as the magnitude of misstatement in the

financial statements that makes it probable that the economic

decisions of a reasonably knowledgeable person would be

changed or influenced. We use materiality both in planning the

scope of our audit work and in evaluating the results of our

work.

Based on our professional judgement, we determined

materiality for the financial statements as a whole as follows:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  | Group financial statements | | Parent company financial statements |
| Materiality | £350 million  (2024: £300 million) | | £350 million  (2024: £300 million) |
| Basis for  determining  materiality | In determining our benchmark for materiality, we  considered the metrics used by investors and other  readers of the financial statements. In particular, we  considered: Profit before tax, Core profit before tax,  Revenue and Net cash flows from operations.  Using professional judgement, we have determined  materiality to be £350 million. See below for how our  materiality compares to our benchmark metrics. | | Materiality was determined using the total assets benchmark capped  at 100% (2024: 100%) of Group materiality. Our materiality represents  0.78% (2024: 0.63%) of total assets |
|  | Metric | % |  |
|  | Profit before tax | 4.86%  (2024: 8.70%) |  |
|  | Core profit before tax\* | 3.37%  (2024: 3.48% |  |
|  | Revenue | 1.09%  (2024: 0.95%) |  |
|  | Net cash inflow from operating activities | 4.81%  (2024: 4.58%) |  |
|  | \* A reconciliation between the Profit before tax and Core  profit before tax is detailed in the Adjusting Items section of  the strategic report. | |  |
| Rationale  for the  benchmark  applied | Given the importance of the above metrics used by  investors and other readers of the financial statements, we  considered Profit before tax, Core profit before tax,  Revenue and Net cash inflow from operating activities, in  determining materiality.  The component performance materiality allocated to the  in-scope components (excluding the parent company  which has been addressed above) ranged between £73.5  million and £147 million (2024: between £63 million and  £126 million). | | The strength of the balance sheet is the key measure of financial health  that is important to shareholders since the primary concern for the  parent company is the payment of dividends. Using a benchmark of  total assets is therefore the appropriate metric.  Where account balances are audited for the purposes of the  consolidated financial statements, a lower component performance  materiality is used. |

We set performance materiality at a level lower than materiality

to reduce the probability that, in aggregate, uncorrected and

undetected misstatements exceed the materiality for the

financial statements as a whole. Group and Parent company

performance materiality was set at 70% of Group and Parent

company materiality respectively for the 2025 audit (2024:

70%). In determining performance materiality, we considered

factors including:

– Our risk assessment, including our assessment of the Group’s

overall control environment and that we consider it

appropriate to rely on controls over a number of business

processes; and

– Our past experience, which has indicated a low number of

corrected and uncorrected misstatements identified in prior

periods.

We agreed with the Audit & Risk Committee that we would

report to the Committee all audit differences in excess of £15

million (2024: £10 million) as well as any differences below this

threshold, which in our view, warranted reporting on qualitative

grounds. We also report to the Audit & Risk Committee on

disclosure matters that we identified when assessing the overall

presentation of the financial statements.

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| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
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| 8. Other information |

The other information comprises the information included in the

Annual Report, other than the financial statements and our

auditor’s report thereon. The directors are responsible for the

other information contained within the Annual Report.

Our opinion on the financial statements does not cover the

other information and, except to the extent otherwise explicitly

stated in our report, we do not express any form of assurance

conclusion thereon.

Our responsibility is to read the other information and, in doing

so, consider whether the other information is materially

inconsistent with the financial statements or our knowledge

obtained in the course of the audit, or otherwise appears to be

materially misstated.

If we identify such material inconsistencies or apparent material

misstatements, we are required to determine whether this gives

rise to a material misstatement in the financial statements

themselves. If, based on the work we have performed, we

conclude that there is a material misstatement of this other

information, we are required to report that fact.

We summarise below our work in relation to areas of the other

information including those areas upon which we are

specifically required to report:

Matters we are specifically required to report

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Our responsibility |  | Our reporting |
| Principal risks and viability statement  Review the principal risk summary on page [289](#ia0478a7d9608435797b09f6fdeba7f82_577) and viability statement on  page [78](#ia0478a7d9608435797b09f6fdeba7f82_187) in the light of the knowledge gathered during the audit, such as  through considering the directors’ processes to support the statements  made, challenging key judgements and estimates, consideration of  historical forecasting accuracy and evaluating macro-economic  assumptions.  Consider if the statements are aligned with the relevant provisions of the  Code. |  | As set out in the “Corporate Governance Statement”  section, we have nothing material to report, add or  draw attention to in respect of these matters. |
| Directors’ Remuneration Report  Report whether the part of the Directors’ Remuneration Report to be  audited is properly prepared and the disclosures specified by the  Companies Act have been made. |  | As set out in the ‘Opinions on other matters  prescribed by the Companies Act 2006’ section, in  our opinion, the part of the Directors’ Remuneration  report to be audited has been prepared in  accordance with the Companies Act 2006. |
| Strategic Report and Directors’ Report  Report whether they are consistent with the audited financial statements  and are prepared in accordance with applicable legal requirements.  Report if we have identified any material misstatements in either report in  the light of the knowledge and understanding of the Group and of the  Parent company and their environment obtained in the course of the  audit. |  | As set out in the “Opinions on other matters  prescribed by the Companies Act 2006” section, in  our opinion, based on the work undertaken in the  course of the audit, the information in these reports is  consistent with the audited financial statements and  has been prepared in accordance with applicable  legal requirements.  As referenced on page [76](#ia0478a7d9608435797b09f6fdeba7f82_169), we have provided limited  assurance in accordance with International  Standards for Assurance Engagements (ISAE) 3000  and ISAE 3410 over selected metrics on page [76](#ia0478a7d9608435797b09f6fdeba7f82_169). |

183

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| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
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| --- | --- |
|  |  |
| Other reporting on other information |  |
| Our responsibility | Our reporting |
| Alternative Performance Measures (APMs)  APMs are measures that are not defined by generally accepted accounting  practice (GAAP) and therefore are not typically included in the financial  statement part of the Annual Report. The Group use APMs, such as core  operating profit, free cash flow and constant currency growth rates in its  reporting of financial performance.  We have reviewed and assessed the calculation and reporting of these  metrics to assess consistency with the Group’s published definitions and  policies for these items.  We have also considered and assessed whether the use of APMs in the  Group’s reporting results is consistent with the guidelines produced by  regulators such as the European Securities and Markets Authority (ESMA)  guidelines on the use of APMs and the FRC Alternative Performance  Measures Thematic Review published in October 2021.  We also considered whether there was an appropriate balance between  the use of statutory metrics and APMs, in addition to whether clear  definitions and reconciliation for APMs used in financial reporting have  been provided. | In our opinion:  – The use, calculation and disclosure of APMs is  consistent with the Group’s published definitions  and policies;  – The use of APMs in the Group’s reporting results is  consistent with the guidelines produced by ESMA  and FRC; and  – There is an appropriate balance between the use  of statutory metrics and APMs, together with clear  definitions and reconciliation for APMs used in  financial reporting. |
| Dividends and distribution policy  Consider whether the dividends policy is transparent, and the dividends  paid are consistent with the policy, as outlined in the Strategic Report on  page  [94](#i38c15d7340e44bf5bd46211a339524eb_256671). | In our opinion the dividends policy is appropriately  disclosed, and dividends paid are consistent with the  policy. |

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| --- |
|  |
| 9. Responsibilities of directors |

As explained more fully in the Directors’ Statement of

Responsibilities, the directors are responsible for the

preparation of the financial statements and for being satisfied

that they give a true and fair view, and for such internal control

as the directors determine is necessary to enable the

preparation of financial statements that are free from material

misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are

responsible for assessing the Group’s and the Parent company’s

ability to continue as a going concern, disclosing as applicable,

matters related to going concern and using the going concern

basis of accounting unless the directors either intend to

liquidate the Group or the Parent company or to cease

operations, or have no realistic alternative but to do so.

|  |
| --- |
|  |
| 10. Auditor’s responsibilities for the audit of the  financial statements |

Our objectives are to obtain reasonable assurance about

whether the financial statements as a whole are free from

material misstatement, whether due to fraud or error, and to

issue an auditor’s report that includes our opinion. Reasonable

assurance is a high level of assurance but is not a guarantee

that an audit conducted in accordance with ISAs (UK) will

always detect a material misstatement when it exists.

Misstatements can arise from fraud or error and are considered

material if, individually or in the aggregate, they could

reasonably be expected to influence the economic decisions of

users taken on the basis of these financial statements.

A further description of our responsibilities for the audit of the

financial statements is located on the FRC’s website at:

www.frc.org.uk/auditorsresponsibilities. This description forms

part of our auditor’s report.

184

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| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
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| 11. Extent to which the audit was considered  capable of detecting irregularities, including fraud |

Irregularities, including fraud, are instances of non-compliance

with laws and regulations. We design procedures in line with our

responsibilities, outlined above, to detect material

misstatements in respect of irregularities, including fraud. The

extent to which our procedures are capable of detecting

irregularities, including fraud is detailed below.

Identifying and assessing potential risks related to

irregularities

In identifying and assessing the risks of material misstatement in

respect of irregularities, including fraud and non-compliance

with laws and regulations, we considered the following:

– The nature of the industry and sector, control environment

and business performance including the design of the

Group’s remuneration policies, key drivers for directors’

remuneration, bonus levels and performance targets;

– The Group’s own assessment of the risks that irregularities

may occur either as a result of fraud or error;

– Results of our enquiries of the senior leadership team, internal

audit, the directors, and the Audit & Risk Committee about

their own identification and assessment of the risk of

irregularities, including those that are specific to the Group’s

sector;

– Any matters we identified having obtained and reviewed the

Group’s documentation of their policies and procedures

relating to:

– identifying, evaluating and complying with laws and

regulations and whether they were aware of any instances

of non-compliance;

– detecting and responding to the risks of fraud and whether

they have knowledge of any actual, suspected or alleged

fraud; and

– the internal controls established to mitigate risks related to

fraud or non-compliance with laws and regulations.

– The matters discussed among the audit engagement team

including component audit teams and relevant internal

specialists, including tax, valuations, pensions, financial

instruments, IT, ESG and industry specialists regarding how

and where fraud might occur in the financial statements and

any potential indicators of fraud.

We also obtained an understanding of the legal and regulatory

frameworks that the Group operates in, focusing on provisions

of those laws and regulations that had a direct effect on the

determination of material amounts and disclosures in the

financial statements. The key laws and regulations we

considered in this context included the provisions of the UK

Companies Act, pensions legislation and tax legislation. We

have also considered key laws and regulations that had a

fundamental effect on the Group’s ability to operate or avoid a

material penalty, including the Good Clinical Practice, the FDA

regulations, General Data Protection requirements, the Foreign

Corrupt Practices Act, Good Manufacturing Practices, Food

and Drugs Act, Pharmaceutical Price Regulation Scheme and

German Supply Chain Act.

Audit response to risks identified

As a result of these procedures, we considered the opportunities

and incentives that may exist within the organisation for fraud

and identified the greatest potential for fraud in the following

area: Valuation of US Returns and Rebates accruals, which was

identified as key audit matter. The key audit matters section of

our report explains the matter in more detail and also describes

the specific procedures in response to that key audit matter.

In common with all audits under ISAs (UK), we are also required

to perform specific procedures to respond to the risk of

management override.

Our procedures to respond to risks identified included the

following:

– Reviewing the financial statement disclosures and testing to

supporting documentation to assess compliance with

provisions of relevant laws and regulations described as

having a direct effect on the financial statements;

– Enquiring of the senior leadership team, the Audit & Risk

Committee and in-house and external legal counsel

concerning actual and potential litigation and claims;

– Performing analytical procedures to identify any unusual or

unexpected relationships that may indicate risks of material

misstatement due to fraud;

– Reading minutes of meetings of those charged with

governance, reviewing internal audit reports and

correspondence with regulators; and

– In addressing the risk of fraud through management override

of controls, identifying journal entries that exhibit potential

fraud characteristics and testing the appropriateness of

journal entries and other adjustments; assessing whether the

judgements made in making accounting estimates are

indicative of a potential bias; and evaluating the business

rationale of any significant transactions that are unusual or

outside the normal course of business.

We also communicated relevant identified laws and regulations

and potential fraud risks to all engagement team members and

component audit teams and remained alert to any indications

of fraud or non-compliance with laws and regulations

throughout the audit.

#### Report on other legal and regulatory requirements

|  |
| --- |
|  |
| 12. Opinions on other matters prescribed by the  Companies Act 2006 |

In our opinion, the part of the Directors’ Remuneration report to

be audited has been properly prepared in accordance with the

Companies Act 2006.

In our opinion, based on the work undertaken in the course of

the audit:

– the information given in the strategic report and the

Directors’ Report for the financial year for which the financial

statements are prepared is consistent with the financial

statements; and

– the Strategic Report and the Directors’ Report have been

prepared in accordance with applicable legal requirements.

In the light of the knowledge and understanding of the Group

and of the Parent company and their environment obtained in

the course of the audit, we have not identified any material

misstatements in the Strategic Report or the Directors’ Report.

185

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| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
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| Independent Auditor’s report continued  Report on the audit of the financial statements continued | | | | | | | | | | | |

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| 13. Corporate governance statement |

The Listing Rules require us to review the directors' statement in

relation to going concern, longer-term viability and that part of

the Corporate Governance Statement relating to the Group’s

compliance with the provisions of the UK Corporate

Governance Code specified for our review.

Based on the work undertaken as part of our audit, we have

concluded that each of the following elements of the Corporate

Governance Statement is materially consistent with the

financial statements and our knowledge obtained during the

audit:

– The directors’ statement with regards to the appropriateness

of adopting the going concern basis of accounting and any

material uncertainties identified set out on page [173](#i4ddbfecffc3941dea22a681d0cb69d63_9266)

– The directors’ explanation as to its assessment of the Group’s

prospects, the period this assessment covers and why the

period is appropriate is set out on page [78](#ia0478a7d9608435797b09f6fdeba7f82_187)

– The directors’ statement on fair, balanced and

understandable as set out on page [139](#i100ae7c146f54ebcae91db5f7ef8d7e8_272435)

– The board’s confirmation that it has carried out a robust

assessment of the emerging and principal risks set out on

pages [63](#ia0478a7d9608435797b09f6fdeba7f82_157) to [68](#i710a81678a124ceead7782bff8ef0bca_14-0-1-1-842536)

– the section of the Annual Report that describes the review of

effectiveness of risk management and internal control

systems set out on page [136](#i100ae7c146f54ebcae91db5f7ef8d7e8_233001); and

– the section describing the work of the Audit & Risk committee

set out on page [134](#ide506648767f48e7b857c8a3ecfbbb8f_0-0-1-1-986070) to [139](#i100ae7c146f54ebcae91db5f7ef8d7e8_270179).

|  |
| --- |
|  |
| 14. Matters on which we are required to report by  exception |

Adequacy of explanations received and accounting

records

Under the Companies Act 2006 we are required to report to

you if, in our opinion:

– We have not received all the information and explanations

we require for our audit; or

– Adequate accounting records have not been kept by the

Parent company, or returns adequate for our audit have not

been received from branches not visited by us; or

– The Parent company financial statements are not in

agreement with the accounting records and returns.

We have nothing to report in respect of these matters.

Directors’ remuneration

Under the Companies Act 2006 we are also required to report if

in our opinion certain disclosures of directors’ remuneration

have not been made or the part of the directors’ remuneration

report to be audited is not in agreement with the accounting

records and returns.

We have nothing to report in respect of these matters.

|  |
| --- |
|  |
| 15. Other matters which we are required to  address |

Auditor tenure

Following the recommendation of the Audit & Risk Committee,

with effect from 1 January 2018 we were appointed by the

Board of Directors to audit the financial statements for the year

ended 31 December 2018 and subsequent financial periods. The

period of total uninterrupted engagement of the firm is eight

years.

Consistency of the audit report with the additional report

to the Audit & Risk Committee

Our audit opinion is consistent with the additional report to the

Audit & Risk Committee we are required to provide in

accordance with ISAs (UK).

|  |
| --- |
|  |
| 16. Use of our report |

This report is made solely to the Parent company’s members, as

a body, in accordance with Chapter 3 of Part 16 of the

Companies Act 2006. Our audit work has been undertaken so

that we might state to the Parent company’s members those

matters we are required to state to them in an auditor’s report

and for no other purpose. To the fullest extent permitted by law,

we do not accept or assume responsibility to anyone other than

the Parent company and the Parent company’s members as a

body, for our audit work, for this report, or for the opinions we

have formed.

As required by the Financial Conduct Authority (FCA) Disclosure

Guidance and Transparency Rule (DTR) 4.1.15R – DTR 4.1.18R,

these financial statements will form part of the Electronic

Format Annual Financial Report filed on the National Storage

Mechanism of the FCA in accordance with DTR 4.1.15R – DTR

4.1.18R. This auditor’s report provides no assurance over whether

the Electronic Format Annual Financial Report has been

prepared in compliance with DTR 4.1.15R – DTR 4.1.18R. We

have been engaged to provide assurance on whether the

Electronic Format Annual Financial Report has been prepared

in compliance with DTR 4.1.15R – DTR 4.1.18R and will publicly

report separately to the members on this.

The Parent company has passed a resolution in accordance

with section 506 of the Companies Act 2006 that the senior

statutory auditor’s name should not be stated.

Deloitte LLP

Statutory Auditor

London, United Kingdom

4 March 2026

186

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|  |  |  |  |  |  |  |  |  |  |  |  |
| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Consolidated income statement  for the year ended 31 December 2025 | | | | | | | | | | | |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  | Notes | 2025  £m | 2024  £m | 2023  £m |
| Turnover | 6 | 32,667 | 31,376 | 30,328 |
| Cost of sales |  | (9,017) | (9,048) | (8,565) |
| Gross profit |  | 23,650 | 22,328 | 21,763 |
| Selling, general and administration |  | (9,088) | (11,015) | (9,385) |
| Research and development |  | (7,525) | (6,401) | (6,223) |
| Royalty income |  | 879 | 639 | 953 |
| Other operating income/(expense) | 7 | 16 | (1,530) | (363) |
| Operating profit | 8 | 7,932 | 4,021 | 6,745 |
| Finance income | 11 | 169 | 122 | 115 |
| Finance expense | 12 | (701) | (669) | (792) |
| Share of after tax profit/(loss) of associates and joint ventures | 13 | 1 | (3) | (5) |
| Profit/(loss) on disposal of interests in associates and joint ventures |  | – | 6 | 1 |
| Profit before taxation |  | 7,401 | 3,477 | 6,064 |
| Taxation | 14 | (1,112) | (526) | (756) |
| Profit after taxation |  | 6,289 | 2,951 | 5,308 |
| Profit attributable to non-controlling interests |  | 573 | 376 | 380 |
| Profit attributable to shareholders |  | 5,716 | 2,575 | 4,928 |
|  |  | 6,289 | 2,951 | 5,308 |
| Basic earnings per share (pence) | 15 | 141.1 | 63.2 | 121.6 |
| Diluted earnings per share (pence) | 15 | 138.8 | 62.2 | 119.9 |

#### Consolidated statement of comprehensive income

#### for the year ended31 December 2025

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  | Notes | 2025  £m | 2024  £m | 2023  £m |
| Total profit for the year |  | 6,289 | 2,951 | 5,308 |
| Other comprehensive income/(expense) for the year |  |  |  |  |
| Items that may be reclassified subsequently to income statement: |  |  |  |  |
| Exchange movements on overseas net assets and net investment hedges | 37 | 231 | (392) | (22) |
| Reclassification of exchange movements on liquidation or disposal of overseas subsidiaries  and associates | 37 | (12) | (87) | (34) |
| Fair value movements on cash flow hedges |  | (41) | – | (1) |
| Cost of hedging |  | 4 | (4) | – |
| Reclassification of cash flow hedges to income statement |  | 36 | 4 | 4 |
| Deferred tax on fair value movements on cash flow hedges |  | (2) | 1 | 1 |
|  |  | 216 | (478) | (52) |
| Items that will not be reclassified to income statement: |  |  |  |  |
| Exchange movements on overseas net assets of non-controlling interests | 37 | (18) | (4) | (25) |
| Fair value movements on equity investments |  | 215 | (100) | (244) |
| Tax on fair value movements on equity investments |  | (20) | 17 | 14 |
| Fair value movements on cash flow hedges |  | – | 8 | (40) |
| Remeasurement gains/(losses) on defined benefit plans |  | 133 | 506 | 71 |
| Tax credit/(charge) on remeasurement of defined benefit plans |  | (33) | (122) | (41) |
|  |  | 277 | 305 | (265) |
| Other comprehensive income/(expense) for the year | 37 | 493 | (173) | (317) |
| Total comprehensive income for the year |  | 6,782 | 2,778 | 4,991 |
| Total comprehensive income for the year attributable to: |  |  |  |  |
| Shareholders |  | 6,227 | 2,406 | 4,636 |
| Non-controlling interests |  | 555 | 372 | 355 |
| Total comprehensive income for the year |  | 6,782 | 2,778 | 4,991 |

187

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|  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |
| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Consolidated balance sheet  for the year ended 31 December 2025 | | | | | | | | | | | |

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  | Notes | 2025  £m | 2024  £m |
| Assets |  |  |  |
| Non-current assets |  |  |  |
| Property, plant and equipment | 17 | 9,322 | 9,227 |
| Right of use assets | 18 | 726 | 846 |
| Goodwill | 19 | 7,018 | 6,982 |
| Other intangible assets | 20 | 16,748 | 15,515 |
| Investments in associates and joint ventures | 21 | 89 | 96 |
| Other investments | 22 | 1,037 | 1,100 |
| Deferred tax assets | 14 | 6,520 | 6,757 |
| Derivative financial instruments | 43 | – | 1 |
| Other non-current assets | 23 | 2,148 | 1,942 |
| Total non-current assets |  | 43,608 | 42,466 |
|  |  |  |  |
| Current assets |  |  |  |
| Inventories | 24 | 5,924 | 5,669 |
| Current tax recoverable | 14 | 288 | 489 |
| Trade and other receivables | 25 | 7,471 | 6,836 |
| Derivative financial instruments | 43 | 121 | 109 |
| Liquid investments | 29 | 9 | 21 |
| Cash and cash equivalents | 26 | 3,397 | 3,870 |
| Assets held for sale | 27 | 300 | 3 |
| Total current assets |  | 17,510 | 16,997 |
| Total assets |  | 61,118 | 59,463 |
|  |  |  |  |
| Liabilities |  |  |  |
| Current liabilities |  |  |  |
| Short-term borrowings | 29 | (3,012) | (2,349) |
| Contingent consideration liabilities | 32 | (1,348) | (1,172) |
| Trade and other payables | 28 | (15,381) | (15,335) |
| Derivative financial instruments | 43 | (75) | (192) |
| Current tax payable | 14 | (498) | (703) |
| Short-term provisions | 31 | (938) | (1,946) |
| Liabilities relating to assets held for sale | 27 | (139) | – |
| Total current liabilities |  | (21,391) | (21,697) |
|  |  |  |  |
| Non-current liabilities |  |  |  |
| Long-term borrowings | 29 | (14,708) | (14,637) |
| Deferred tax liabilities | 14 | (291) | (382) |
| Pensions and other post-employment benefits | 30 | (1,687) | (1,864) |
| Derivative financial instruments | 43 | (67) | – |
| Other provisions | 31 | (610) | (589) |
| Contingent consideration liabilities | 32 | (5,385) | (6,108) |
| Other non-current liabilities | 33 | (1,023) | (1,100) |
| Total non-current liabilities |  | (23,771) | (24,680) |
| Total liabilities |  | (45,162) | (46,377) |
| Net assets |  | 15,956 | 13,086 |
|  |  |  |  |
| Equity |  |  |  |
| Share capital | 36 | 1,349 | 1,348 |
| Share premium | 36 | 3,498 | 3,473 |
| Retained earnings | 37 | 10,209 | 7,796 |
| Other reserves | 37 | 1,321 | 1,054 |
| Shareholders’ equity |  | 16,377 | 13,671 |
| Non-controlling interests |  | (421) | (585) |
| Total equity |  | 15,956 | 13,086 |

The financial statements on pages [186](#ia0478a7d9608435797b09f6fdeba7f82_355) to  [273](#ia0478a7d9608435797b09f6fdeba7f82_541) were approved by the Board on 4 March 2026  and signed on its behalf by

Sir Jonathan Symonds

Chair

188

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|  |  |  |  |  |  |  |  |  |  |  |  |
| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Consolidated statement of changes in equity  for the year ended  31 December 2025 | | | | | | | | | | | |

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
|  | Shareholders’ equity | | | | |  |  |
|  | Share  capital  £m | Share  premium  £m | Retained  earnings  £m | Other  reserves\*  £m | Total  £m | Non-  controlling  interests  £m | Total  equity  £m |
| At 31 December 2022 | 1,347 | 3,440 | 4,363 | 1,448 | 10,598 | (502) | 10,096 |
| Profit for the year | – | – | 4,928 | – | 4,928 | 380 | 5,308 |
| Other comprehensive income/(expense) for the year | – | – | (45) | (247) | (292) | (25) | (317) |
| Total comprehensive income/(expense) for the year | – | – | 4,883 | (247) | 4,636 | 355 | 4,991 |
| Distributions to non-controlling interests | – | – | – | – | – | (412) | (412) |
| Contributions from non-controlling interests | – | – | – | – | – | 7 | 7 |
| Dividends to shareholders | – | – | (2,247) | – | (2,247) | – | (2,247) |
| Realised after tax gains/(losses) on disposal or liquidation of  equity investments | – | – | (26) | 26 | – | – | – |
| Share of associates and joint ventures realised gains/(losses)  on disposal of equity investments | – | – | (7) | 7 | – | – | – |
| Shares issued | 1 | 9 | – | – | 10 | – | 10 |
| Write-down of shares held by ESOP Trusts | – | – | (324) | 324 | – | – | – |
| Shares acquired by ESOP Trusts | – | 2 | 283 | (285) | – | – | – |
| Share-based incentive plans | – | – | 307 | – | 307 | – | 307 |
| Hedging gain/(loss) after taxation transferred to non-financial assets | – | – | – | 36 | 36 | – | 36 |
| Tax on share-based incentive plans | – | – | 7 | – | 7 | – | 7 |
| At 31 December 2023 | 1,348 | 3,451 | 7,239 | 1,309 | 13,347 | (552) | 12,795 |
| Profit for the year | – | – | 2,575 | – | 2,575 | 376 | 2,951 |
| Other comprehensive income/(expense) for the year | – | – | (83) | (86) | (169) | (4) | (173) |
| Total comprehensive income/(expense) for the year | – | – | 2,492 | (86) | 2,406 | 372 | 2,778 |
| Distributions to non-controlling interests | – | – | – | – | – | (416) | (416) |
| Contributions from non-controlling interests | – | – | – | – | – | 9 | 9 |
| Changes to non-controlling interests | – | – | – | – | – | 4 | 4 |
| Dividends to shareholders | – | – | (2,444) | – | (2,444) | – | (2,444) |
| Deconsolidation of former subsidiary | – | – | – | – | – | (2) | (2) |
| Realised after tax gains/(losses) on disposal or liquidation of  equity investments | – | – | 14 | (14) | – | – | – |
| Share of associates and joint ventures realised gains/(losses)  on disposal of equity investments | – | – | 52 | (52) | – | – | – |
| Shares issued | – | 20 | – | – | 20 | – | 20 |
| Write-down of shares held by ESOP Trusts | – | – | (362) | 362 | – | – | – |
| Shares acquired by ESOP Trusts | – | 2 | 457 | (459) | – | – | – |
| Share-based incentive plans | – | – | 344 | – | 344 | – | 344 |
| Hedging gain/(loss) after taxation transferred to non-financial assets | – | – | – | (6) | (6) | – | (6) |
| Tax on share-based incentive plans | – | – | 4 | – | 4 | – | 4 |
| At 31 December 2024 | 1,348 | 3,473 | 7,796 | 1,054 | 13,671 | (585) | 13,086 |
| Profit for the year | – | – | 5,716 | – | 5,716 | 573 | 6,289 |
| Other comprehensive income/(expense) for the year | – | – | 323 | 188 | 511 | (18) | 493 |
| Total comprehensive income/(expense) for the year | – | – | 6,039 | 188 | 6,227 | 555 | 6,782 |
| Distributions to non-controlling interests | – | – | – | – | – | (391) | (391) |
| Dividends to shareholders | – | – | (2,564) | – | (2,564) | – | (2,564) |
| Realised after tax gains/(losses) on disposal or liquidation of  equity investments | – | – | (66) | 66 | – | – | – |
| Share of associates and joint ventures realised gains/(loss)  on disposal of equity investments | – | – | 58 | (58) | – | – | – |
| Shares issued | 1 | 14 | – | – | 15 | – | 15 |
| Purchase of treasury shares | – | – | (1,377) | – | (1,377) | – | (1,377) |
| Write-down on shares held by ESOP Trusts | – | – | (467) | 467 | – | – | – |
| Shares acquired by ESOP Trusts | – | 11 | 385 | (396) | – | – | – |
| Share-based incentive plans | – | – | 374 | – | 374 | – | 374 |
| Tax on share-based incentive plans | – | – | 31 | – | 31 | – | 31 |
| At 31 December 2025 | 1,349 | 3,498 | 10,209 | 1,321 | 16,377 | (421) | 15,956 |

\* An analysis of Other reserves is presented as part of Note 37, ‘Movements in equity’.

189

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|  |  |  |  |  |  |  |  |  |  |  |  |
| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Consolidated cash flow statement  for the year ended  31 December 2025 | | | | | | | | | | | |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  | Notes | 2025  £m | 2024  £m | 2023  £m |
| Cash flow from operating activities |  |  |  |  |
| Profit after tax |  | 6,289 | 2,951 | 5,308 |
| Adjustments reconciling profit after tax to operating cash flows | 41 | 2,654 | 4,910 | 2,788 |
| Cash generated from operations |  | 8,943 | 7,861 | 8,096 |
| Taxation paid |  | (1,202) | (1,307) | (1,328) |
| Total net cash inflow/(outflow) from operating activities |  | 7,741 | 6,554 | 6,768 |
|  |  |  |  |  |
| Cash flow from investing activities |  |  |  |  |
| Purchase of property, plant and equipment |  | (1,348) | (1,399) | (1,314) |
| Proceeds from sale of property, plant and equipment |  | 24 | 65 | 28 |
| Purchase of intangible assets |  | (1,637) | (1,583) | (1,030) |
| Proceeds from sale of intangible assets |  | 115 | 131 | 12 |
| Purchase of equity investments |  | (92) | (103) | (123) |
| Proceeds from sale of equity investments |  | 189 | 2,356 | 1,832 |
| Share transactions with non-controlling interests |  | – | (1) | – |
| Purchase of businesses, net of cash acquired | 40 | (1,692) | (805) | (1,457) |
| Investments in associates and joint ventures |  | – | (43) | – |
| Proceeds from disposal of associates and joint ventures |  | – | – | 1 |
| Contingent consideration paid |  | (17) | (19) | (11) |
| Disposal of businesses | 40 | (27) | (18) | 49 |
| Interest received |  | 154 | 138 | 115 |
| (Increase)/decrease in liquid investments |  | 11 | 21 | 72 |
| Dividends from joint ventures and associates |  | 67 | 15 | 11 |
| Dividend and distributions from investments |  | 20 | 16 | 220 |
| Total net cash inflow/(outflow) from investing activities |  | (4,233) | (1,229) | (1,595) |
| Cash flow from financing activities |  |  |  |  |
| Issue of share capital | 36 | 15 | 20 | 10 |
| Repayment of long-term loans |  | (1,400) | (1,615) | (2,260) |
| Issue of long-term notes |  | 1,979 | 1,075 | 223 |
| Net increase/(decrease) in short-term loans |  | 1,085 | (811) | (333) |
| Increase in other short-term loans |  | 130 | 266 | – |
| Repayment of other short-term loans |  | (288) | (81) | – |
| Repayment of lease liabilities |  | (241) | (226) | (197) |
| Interest paid |  | (679) | (632) | (766) |
| Dividends paid to shareholders |  | (2,564) | (2,444) | (2,247) |
| Purchase of treasury shares |  | (1,377) | – | – |
| Distribution to non-controlling interests |  | (391) | (416) | (412) |
| Contributions from non-controlling interests |  | – | 9 | 7 |
| Other financing items |  | 46 | 129 | 334 |
| Total net cash inflow/(outflow) from financing activities |  | (3,685) | (4,726) | (5,641) |
| Increase/(decrease) in cash and bank overdrafts in the year | 42 | (177) | 599 | (468) |
|  |  |  |  |  |
| Cash and bank overdrafts at the beginning of the year |  | 3,403 | 2,858 | 3,425 |
| Exchange adjustments |  | (19) | (54) | (99) |
| Increase/(decrease) in cash and bank overdrafts in the year |  | (177) | 599 | (468) |
| Cash and bank overdrafts at the end of the year |  | 3,207 | 3,403 | 2,858 |
|  |  |  |  |  |
| Cash and bank overdrafts at end of the year comprise: |  |  |  |  |
| Cash and cash equivalents |  | 3,397 | 3,870 | 2,936 |
| Bank overdrafts |  | (190) | (467) | (78) |
|  |  | 3,207 | 3,403 | 2,858 |

190

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|  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |
| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Notes to the financial statements | | | | | | | | | | | |

|  |
| --- |
|  |
| 1. Presentation of the financial statements |

D

#### escription of business

GSK is a global biopharma group which prevents and treats

disease with specialty medicines, vaccines and general

medicines. GSK focuses on the science of the immune system

and advanced technologies, investing in  four core therapeutic

areas: respiratory, immunology and inflammation; oncology;

HIV; and infectious diseases.

#### Compliance with applicable law and IFRS

The consolidated financial statements have been prepared in

accordance with UK-adopted international accounting

standards in conformity with the requirements of the

Companies Act 2006 and the IFRS Accounting Standards as

issued by the International Accounting Standards Board (IASB).

#### Composition of the consolidated financial

#### statements

The consolidated financial statements are for the Group

consisting of GSK plc and its subsidiaries. The consolidated

financial statements are drawn up in Sterling, the functional

currency of GSK plc, and in accordance with the presentation

requirements of IFRS Accounting Standards. The consolidated

financial statements comprise:

– Consolidated income statement

– Consolidated statement of comprehensive income

– Consolidated balance sheet

– Consolidated statement of changes in equity

– Consolidated cash flow statement

– Notes to the financial statements

#### Composition of the Group

A list of the subsidiaries and associates which, in the opinion of

the Directors, principally affected the amount of profit or net

assets of the Group is given in Note 45, ‘Principal Group

companies’.

#### Financial period

These consolidated financial statements cover the financial

year from 1 January to 31 December 2025, with comparative

figures for the financial years from 1 January to 31 December

2024 and, where appropriate, from 1 January to 31 December

2023.

#### Accounting principles and policies

The Directors have, at the time of approving the consolidated

financial statements, a reasonable expectation that the Group

has adequate resources to continue in operational existence for

the foreseeable future. Thus, the financial statements have

been prepared on a going concern basis and using the

historical cost convention, modified to include revaluation to fair

value of certain financial instruments, contingent consideration

liabilities, pension assets and liabilities and employee share

plans, as stated in the accounting policies.

The consolidated financial statements have been prepared in

accordance with the Group’s accounting policies approved by

the Board as described in Note 2, ‘Accounting principles and

policies’.

The preparation of the consolidated financial statements in

conformity with generally accepted accounting principles

requires management to make estimates and assumptions that

affect the reported amounts of assets and liabilities and

disclosure of contingent assets and liabilities at the date of the

consolidated financial statements and the reported amounts of

revenues and expenses during the reporting period. Actual

results could differ from those estimates. Note 3, ‘Critical

accounting judgments and key sources of estimation

uncertainty’ provides details on the critical judgements that

management have applied that have the most significant

effect on the consolidated financial statements and the key

sources of estimation uncertainty that have a significant risk of

resulting in a material adjustment to the carrying amount of

assets and liabilities within the next financial year.

In preparing the consolidated financial statements, the Group

has evaluated the potential effects of both physical and

transition climate-related risks, along with planned mitigation

efforts, on the valuation of assets and liabilities; with

consideration of the risks outlined in our climate-related

financial disclosures.

As of 31 December 2025, the Group has determined that

climate-related risks do not have a material impact on the

significant judgements and estimates and, as a result, the

valuation of the assets or liabilities have not been impacted.

The Group has reviewed the recoverable values of key assets

impacted such as property, plant and equipment, inventories,

goodwill, and intangible assets given their potential exposure to

climate-related risks, as well as the Group’s planned transition

efforts.

Among the risks identified is our reliever MDI medication

(Ventolin). The Group is responding to this risk by transitioning

to a lower-carbon propellant. This transition is not anticipated

to materially affect the recoverable amounts, or estimated

useful lives, of related property, plant and equipment.

Additional information can be found in Note 17, 'Property, plant

and equipment'.

While the Group does not foresee any significant medium-term

impact at present, it remains aware of the evolving nature of

climate-related risks. The Group continues to evaluate the

implications on judgements and estimates, as well as on any

potential effects on the preparation of the consolidated

financial statements.

#### Parent company financial statements

The financial statements of the parent company, GSK plc (‘the

Company’), have been prepared in accordance with FRS 101

‘Reduced Disclosure Framework’ and the Companies Act 2006.

The Company balance sheet is presented on page [274](#ia0478a7d9608435797b09f6fdeba7f82_544) and the

accounting policies are given on pages [275](#ia0478a7d9608435797b09f6fdeba7f82_547) to [278](#i30105ad05cf8473787e9f4065b1d46d8_23664).

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| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
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#### Consolidation

The consolidated financial statements include:

– the assets and liabilities, and the results and cash flows, of

the company and its subsidiaries, including ESOP Trusts;

– the Group’s share of the results and net assets of associates

and joint ventures; and

– the Group’s share of assets, liabilities, revenue and expenses

of joint operations

The financial statements of entities consolidated are made up

to 31 December each year.

Entities over which the Group has control are accounted for as

subsidiaries and consolidated in the Group financial

statements. Control is achieved when an entity in the Group:

– has power over the investee;

– is exposed, or has rights, to variable returns from its

involvement with the investee; and

– has the ability to use its power to affect its returns

This is generally through control over the financial and

operating policies of the subsidiary.

Where the Group has the ability to exercise joint control over,

and rights to, the net assets of entities, the entities are

accounted for as joint ventures. Where the Group has the ability

to exercise joint control over an arrangement, but has rights to

specified assets and obligations for specified liabilities of the

arrangement, the arrangement is accounted for as a joint

operation. Where the Group has the ability to exercise

significant influence over entities, they are accounted for as

associates. The results, assets and liabilities of associates and

joint ventures are incorporated into the consolidated financial

statements using the equity method of accounting. The assets,

liabilities, revenue and expenses of joint operations are included

in the consolidated financial statements in accordance with the

Group’s rights and obligations. Interests acquired in entities are

consolidated from the date the Group acquires control and

interests sold are deconsolidated from the date control ceases.

Transactions and balances between subsidiaries are eliminated

and no profit before tax is taken on sales between subsidiaries

until the products are sold to customers outside the Group. The

relevant proportion of profits on transactions with joint ventures,

joint operations and associates is also deferred until the

products are sold to third parties. Transactions with non-

controlling interests are recorded directly in equity. Deferred tax

relief on unrealised intra-Group profit is accounted for only to

the extent that it is considered recoverable.

#### Business combinations

Business combinations are accounted for using the acquisition

accounting method. Identifiable assets, liabilities and

contingent liabilities acquired are measured at fair value at

acquisition date. The consideration transferred is measured at

fair value and includes the fair value of any contingent

consideration.

The fair value of contingent consideration liabilities is

reassessed at each balance sheet date with changes

recognised in the income statement. Payments of contingent

consideration reduce the balance sheet liability and as a result

are not recorded in the income statement.

The part of each payment relating to the original estimate of

the fair value of the contingent consideration on acquisition is

reported within investing activities in the cash flow statement

and the part of each payment relating to the increase in the

liability since the acquisition date is reported within operating

cash flows.

Where fair value of the consideration transferred, together with

the non-controlling interest, exceeds the fair value of the assets,

liabilities and contingent liabilities acquired, the excess is

recorded as goodwill. The costs of effecting an acquisition are

charged to the income statement in the period in which they

are incurred.

Goodwill is capitalised as a separate item in the case of

subsidiaries and as part of the cost of investment in the case of

joint ventures and associates. Goodwill is denominated in the

currency of the operation acquired.

Where fair value of the consideration transferred is below the

Group’s interest in the net assets acquired, the difference is

recognised directly in the income statement.

Where not all of the equity of a subsidiary is acquired, the non-

controlling interest is recognised either at fair value or at the

non-controlling interest’s share of the net assets of the

subsidiary, on a case-by-case basis. Changes in the Group’s

ownership percentage of subsidiaries where control is not lost

are accounted for within equity.

#### Foreign currency translation

Foreign currency transactions are booked in the functional

currency of the Group company at the exchange rate ruling on

the date of transaction. Foreign currency monetary assets and

liabilities are retranslated into the functional currency at rates of

exchange ruling at the balance sheet date. Exchange

differences are included in the income statement.

On consolidation, assets and liabilities, including related

goodwill, of overseas subsidiaries, associates and joint ventures,

are translated into Sterling at rates of exchange ruling at the

balance sheet date. The results and cash flows of overseas

subsidiaries, associates and joint ventures are translated into

Sterling using average rates of exchange which approximate to

the actual exchange rates on the date of the transactions.

Exchange adjustments arising when the opening net assets and

the profits for the year retained by overseas subsidiaries,

associates and joint ventures are translated into Sterling, less

exchange differences arising on related foreign currency

borrowings which hedge the Group’s net investment in these

operations are recognised in other comprehensive income and

accumulated in a separate component of equity within retained

earnings. Foreign currency borrowings used to hedge net

investments in foreign operations are accounted for in

accordance with IFRS 9, with hedge documentation and

effectiveness testing maintained as required.

When translating into Sterling the assets, liabilities, results and

cash flows of overseas subsidiaries, associates and joint

ventures which are reported in currencies of hyper-inflationary

economies, adjustments are made where material to reflect

current price levels. Any gain or loss on net monetary position is

charged to the consolidated income statement.

192

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| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
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| Notes to the financial statements continued  2. Accounting principles and policies continued | | | | | | | | | | | |

#### Revenue

Turnover

The Group receives revenue for supply of goods to external

customers against orders received. The majority of contracts

that GSK enters into relate to sales orders containing single

performance obligations for the delivery of pharmaceutical and

vaccine products. The average duration of a sales order is less

than 12 months so there is no significant element of financing.

Revenue from the product sales is recognised when control of

the goods is passed to the customer. The point at which control

passes is determined by each customer arrangement, but

generally occurs on delivery to the customer.

Revenue from the product sales represents net invoice value

including fixed and variable consideration. Variable

consideration arises on the sale of goods as a result of

discounts and allowances given and accruals for estimated

future returns and rebates. Revenue is not recognised in full until

it is highly probable that a significant reversal in the amount of

cumulative revenue recognised will not occur. The methodology

and assumptions used to estimate rebates and returns are

monitored and adjusted regularly in the light of contractual and

legal obligations, historical trends, past experience and

projected market conditions. Estimates associated with returns

and rebates are revisited at each reporting date or when they

are resolved and revenue is adjusted accordingly. Please refer

to Note 3, 'Critical accounting judgements and key sources of

estimation uncertainty' for the details on rebates, discounts and

allowances.

The Group has entered into collaboration agreements, typically

with other pharmaceutical or biotechnology companies to

develop, produce and market medicines and vaccines that do

not qualify as joint arrangements. When GSK has control over

the commercialisation activities and considers itself as a

principal in the arrangement, the Group recognises turnover

and cost of sales on a gross basis. Profit sharing amounts and

royalties due to the counterparty are recorded within cost of

sales. Cost of sales includes net recoveries of cost of £1 million

(2024: cost of £7 million; 2023: net recoveries of cost of

£45 million) from profit sharing arrangements and royalties due

to the counterparty. When the counterparty controls the

commercialisation activities and records the sale, the Group is

not the principal in the customer contract and instead records

its share of gross profit as co-promotion income, on a net basis,

within turnover. The nature of co-promotion activities is such

that the Group records no costs of sales. Reimbursements to

and from the counterparty under collaboration agreements for

‘selling, general and administration’ and ‘research and

development’ costs are recorded net in the respective lines in

the income statement.

Other operating income and royalty income

GSK enters into development and marketing collaborations and

out-licenses of the Group’s compounds or products to other

parties. These contracts give rise to fixed and variable

consideration from upfront payments, development milestones,

sales-based milestones and royalties.

Income dependent on the achievement of a development

milestone is recognised when it is highly probable that a

significant reversal in the amount of cumulative revenue

recognised will not occur, which is usually when the related

event occurs. Sales-based milestone income is recognised when

it is highly probable that the sales threshold will be reached.

Sales-based royalties on a licence of intellectual property are

not recognised until the relevant product sale occurs.

For all revenue, if the time between the recognition of revenue

and payment from the customer is expected to be more than

one year and the impact is material, the amount of

consideration is discounted using appropriate discount rates.

Value added tax and other sales taxes are excluded from

revenue.

#### Expenditure

Expenditure is recognised in respect of goods and services

received when supplied in accordance with contractual terms in

the period to which they relate. Provision is made when an

obligation exists for a future liability in respect of a past event,

the amount of the obligation can be reliably estimated and it is

probable that an outflow of economic benefits will be required

to settle the obligation.

Manufacturing start-up costs between validation and the

achievement of normal production are expensed as incurred.

Advertising and promotion expenditure is charged to the

income statement as incurred.

Shipment costs on inter-company transfers are charged to cost

of sales; distribution costs on sales to customers are included in

selling, general and administration expenditure.

Restructuring costs are recognised and provided for, where

appropriate, in respect of the direct expenditure of a business

reorganisation where the plans are sufficiently detailed and well

advanced, and where appropriate communication to those

affected has been undertaken.

Software as a service (SaaS) configuration costs are expensed

as they are incurred where the software being configured is

controlled by the SaaS provider.

#### Research and development

Research and development expenditure is charged to the

income statement in the period in which it is incurred.

Development expenditure is capitalised when the criteria for

recognising an asset are met, usually when a regulatory filing

has been made in a major market and approval is considered

highly probable. Intangible assets and property, plant and

equipment used for research and development are capitalised

and amortised/depreciated in accordance with the Group’s

policy.

193

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| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
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| Notes to the financial statements continued  2. Accounting principles and policies continued | | | | | | | | | | | |

#### Legal and other disputes

Provision is made for the anticipated settlement costs of legal

or other disputes against the Group where an outflow of

resources is considered probable and a reliable estimate can

be made of the likely outcome. In respect of product liability

claims related to certain products, provision is made when there

is sufficient history of claims made and settlements to enable

management to make a reliable estimate of the provision

required to cover asserted and unasserted claims.

In certain cases, an incurred but not reported (IBNR) actuarial

technique is used to determine this estimate. In addition,

provision is made for legal or other expenses arising from claims

received or other disputes.

The Group may become involved in legal proceedings, in

respect of which it is not possible to meaningfully assess

whether the outcome will result in a probable outflow, or to

quantify or reliably estimate the liability. In these cases,

appropriate disclosure about such cases is included but no

provision is made.

Costs associated with claims made by the Group against third

parties are charged to the income statement as they are

incurred.

#### Pensions and other post-employment benefits

The costs of providing pensions under defined benefit schemes

are calculated using the projected unit credit method and

spread over the period during which benefit is expected to be

derived from the employees’ services, consistent with the advice

of qualified actuaries.

Pension obligations are measured as the present value of

estimated future cash flows discounted at rates reflecting the

yields of high-quality corporate bonds. Pension scheme assets

are measured at fair value at the balance sheet date.

The costs of other post-employment liabilities are calculated in

a similar way to defined benefit pension schemes and spread

over the period during which benefit is expected to be derived

from the employees’ services, in accordance with the advice of

qualified actuaries.

The service cost of providing retirement benefits to employees

during the year, cost of plans, net interest (income)/cost and

the cost of any curtailment, is charged to operating profit in the

year.

Actuarial gains and losses and the effect of changes in

actuarial assumptions are recognised in the statement of

comprehensive income in the year in which they arise.

The Group’s contributions to defined contribution plans are

charged to the income statement as incurred.

#### Employee share plans

Incentives in the form of shares are provided to employees

under share option and share award schemes.

The fair values of these options and awards are calculated at

their grant dates using a Black-Scholes option pricing model

and charged to the income statement over the relevant vesting

periods after adjusting for expected forfeitures and any non-

market based performance conditions.

The Group provides finance to ESOP Trusts to purchase

Company shares to meet the obligation to provide shares when

employees exercise their options or awards. Costs of running the

ESOP Trusts are charged to the income statement.

Shares held by the ESOP Trusts are deducted from other

reserves. A transfer is made between other reserves and

retained earnings over the vesting periods of the related share

options or awards to reflect the ultimate proceeds receivable

from employees on exercise.

#### Property, plant and equipment

Property, plant and equipment (PP&E) is stated at the historical

cost of purchase or construction, less accumulated depreciation

and accumulated impairment. Financing costs are capitalised

within the cost of qualifying assets under construction.

Subsequent costs are added in the asset’s carrying amount or

recognised as a separate asset, as appropriate, only if the

spending results in a real enhancement in the value, capacity,

performance or useful economic life of the asset. All other

repairs and maintenance are charged to the income statement

during the reporting period in which they are incurred.

Depreciation is calculated to write off the cost less residual

value of PP&E, excluding freehold land and assets under

construction, using the straight-line basis over the expected

useful life. Residual values and expected useful lives are

reviewed, and where appropriate adjusted annually. The

normal expected useful lives of the major categories of PP&E

are:

|  |  |
| --- | --- |
|  |  |
| Freehold buildings | 20 to 50 years |
| Leasehold land and buildings | Lease term or 20 to  50 years |
| Plant and machinery | 10 to 20 years |
| Equipment and vehicles | 3 to 10 years |

On disposal of PP&E, the cost and related accumulated

depreciation and impairments are removed from the financial

statements and the net amount, less any proceeds, is taken to

the income statement.

194

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| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
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| Notes to the financial statements continued  2. Accounting principles and policies continued | | | | | | | | | | | |

#### Leases

The Group recognises right of use assets under lease

arrangements in which it is the lessee, except for short-term

leases (defined as leases with a lease term of 12 months or less)

and leases of low value assets. Rights to use assets owned by

third parties under lease agreements are capitalised at the

inception of the lease and recognised on the balance sheet.

Right of use assets are initially measured at the amount of the

corresponding lease liability plus lease payments made at or

before the commencement day, initial incremental direct costs,

asset retirement obligations and less any lease incentives

received. They are subsequently measured at cost less

accumulated depreciation and impairment losses.

The corresponding liability to the lessor is recognised as a lease

obligation within short- and long-term borrowings. The lease

liability is initially measured at the discounted present value of

the lease payments that are not paid at the commencement

date. The carrying amount of the lease liability is subsequently

increased to reflect interest on the liability and reduced by lease

payments made.

For calculating the discounted lease liability on leases with

annual payments of £2 million or more, or a non-cancellable

term of more than 10 years, the implicit rate in the lease is used.

If this is not available, the incremental borrowing rate with a

lease specific adjustment is used. If neither of these is available,

and for leases with annual payments of less than £2 million, or a

non-cancellable term of 10 years or less, the incremental

borrowing rate is used. The incremental borrowing rate is the

rate of interest at which GSK would have been able to borrow

for a similar term and with a similar security the funds necessary

to obtain a similar asset in a similar market.

Finance costs are charged to the income statement so as to

produce a constant periodic rate of charge on the remaining

balance of the obligations for each accounting period.

Variable rents which are not linked to an index or a rate are not

part of the lease liability and the right of use asset. These

payments are charged to the income statement as incurred.

Lease rental costs for short-term and low-value leases which

are not capitalised are also charged to the income statement

as incurred.

Non-lease components are accounted for separately from the

lease components in plant and equipment leases. For land and

buildings or vehicle leases the lease and non-lease components

are accounted for together in the lease when the non-lease

components can be reliably determined in advance and are

charged directly by the lessor.

If modifications or reassessments of lease obligations occur, the

lease liability and right of use asset are remeasured.

Right of use assets where title is expected to pass to GSK at a

point in the future are depreciated on a basis consistent with

similar owned assets. In other cases, right of use assets are

depreciated over the shorter of the useful life of the asset or the

lease term.

#### Goodwill

Goodwill is stated at cost less accumulated impairments.

Goodwill is deemed to have an indefinite useful life and is

tested for impairment at least annually.

Where the fair value of the interest acquired in an entity’s

assets, liabilities and contingent liabilities exceeds the

consideration paid, this excess is recognised immediately as a

gain in the income statement.

#### Other intangible assets

Intangible assets have a finite life and are stated at cost less

accumulated amortisation and accumulated impairments.

Licences, patents, know-how and marketing rights separately

acquired or acquired as part of a business combination are

amortised over their estimated useful lives, generally not

exceeding 30 years, using the straight-line basis, from the time

they are available for use. The estimated useful lives for

determining the amortisation charge take into account patent

lives (exclusivity period), where applicable, as well as the value

obtained from periods of non-exclusivity. For Pharmaceutical

intangible assets, depending on the characteristics, competitive

environment and estimated long-term profits of the asset,

between 80% to 90% of the book value is amortised over the

exclusivity period on a straight-line basis and the remaining

book value is amortised over a non-exclusivity period of 5-15

years on a straight-line basis. For Vaccines intangible assets,

cost is usually amortised over the patent period plus 10 years, or

30 years if no patent is granted, on a straight-line basis. Asset

lives are reviewed, and where appropriate adjusted, annually.

Contingent milestone payments are recognised at the point

that the contingent event becomes probable. Any development

costs incurred by the Group subsequent to the acquisition of

licences, patents, know-how or marketing rights are written off

to the income statement when incurred, unless the criteria for

recognition of an internally generated intangible asset are met,

usually when a regulatory filing has been made in a major

market and approval is considered highly probable.

Acquired in-process R&D and marketed products are valued

independently as part of the fair value of businesses acquired

from third parties where they have a value which is substantial

and long term and where the assets either are contractual or

legal in nature or can be sold separately from the rest of the

businesses acquired.

The costs of acquiring and developing computer software for

internal use are capitalised as other intangible assets where the

software supports a significant business system and the

expenditure leads to the creation of a durable asset controlled

by the Group. ERP systems software is amortised over 7-10 years

and other computer software over 2-5 years using the straight-

line basis.

The Group capitalises certain implementation costs related to

cloud computing arrangements when it has control over the

underlying software.

#### Impairment of non-current assets

The carrying amounts of all non-current assets are reviewed for

impairment, either on a stand-alone basis or as part of a larger

cash generating unit, when there is an indication that the assets

might be impaired. Additionally, goodwill and intangible assets

which are not yet available for use are tested for impairment

annually. Any provision for impairment is charged to the income

statement in the year concerned.

Impairments of goodwill are not reversed. Impairment losses on

other non-current assets are only reversed if there has been a

change in estimates used to determine recoverable amounts

and only to the extent that the revised recoverable amounts do

not exceed the carrying amounts that would have existed, net

of depreciation or amortisation, had no impairments been

recognised.

195

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| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
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| Notes to the financial statements continued  2. Accounting principles and policies continued | | | | | | | | | | | |

#### Investments in associates, joint ventures and joint operations

Investments in associates and joint ventures are carried in the

consolidated balance sheet at the Group’s share of their net

assets at date of acquisition and of their post-acquisition

retained profits or losses and other comprehensive income

together with any goodwill arising on the acquisition.

Distributions received/receivable from the associates are

accounted for as a reduction in the investment in associates

carrying amount. The Group recognises the assets, liabilities,

revenue and expenses of joint operations in accordance with its

rights and obligations.

#### Inventories

Inventories are included in the consolidated financial

statements at the lower of cost (including raw materials, direct

labour, other direct costs and related production overheads)

and net realisable value. Cost is generally determined on a first

in, first out basis. Pre-launch inventory is held as an asset when

there is a high probability of regulatory approval for the

product. Before that point a provision is made against the

carrying amount to reduce it to its net realisable value; the

provision is then reversed at the point when a high probability of

regulatory approval is determined.

#### Financial instruments

Financial assets

Financial assets are measured at amortised cost, fair value

through other comprehensive income (FVTOCI) or fair value

through profit or loss (FVTPL). The measurement basis is

determined by reference to both the business model for

managing the financial asset and the contractual cash flow

characteristics of the financial asset. For financial assets other

than trade receivables a 12-month expected credit loss (ECL)

allowance is recorded on initial recognition. If there is

subsequent evidence of a significant increase in the credit risk

of an asset, the allowance is increased to reflect the full lifetime

ECL. If there is no realistic prospect of recovery, the asset is

written off.

Expected credit losses are recognised in the income statement

on financial assets measured at amortised cost and at fair

value through other comprehensive income apart from equity

investments.

Other investments

Other investments comprise equity investments and investments

in limited life funds. The Group has elected to designate the

majority of its equity investments as measured at FVTOCI. They

are initially recorded at fair value plus transaction costs and

then remeasured at subsequent reporting dates to fair value.

Unrealised gains and losses are recognised in other

comprehensive income. On disposal of the equity investment,

gains and losses that have been deferred in other

comprehensive income are transferred directly to retained

earnings.

Investments in limited life funds are measured at FVTPL. They

are initially recorded at fair value and then remeasured at

subsequent reporting dates to fair value. Unrealised gains and

losses are recognised in the income statement.

Dividends on equity investments and distributions from funds

are recognised in the income statement when the Group’s right

to receive payment is established.

Purchases and sales of other investments are generally

accounted for on the settlement date, except for regular-way

purchases and sales of listed investments traded on a regulated

stock exchange, which are accounted for on the trade date.

Trade receivables

Trade receivables are measured in accordance with the

business model under which each portfolio of trade receivables

is held. The Group has portfolios in each of the three business

models under IFRS 9: to collect the contractual cash flows

where there is no factoring agreement in place (measured at

amortised cost); to sell the contractual cash flows where the

trade receivables will be sold under a factoring agreement

(measured at FVTPL); and both to collect and to sell the

contractual cash flows where the trade receivables may be sold

under a factoring arrangement (measured at FVTOCI). Trade

receivables measured at amortised cost are carried at the

original invoice amount less allowances for expected credit

losses.

In accordance with IFRS 9, trade receivables under factoring

arrangements are derecognised when the Group has

transferred substantially all the risks and rewards of the

receivables, including credit risk. Consistent with the underlying

nature of the activity, the cash inflows from factoring

arrangements are recognised within cash flows from operating

activities.

Expected credit losses are calculated in accordance with the

simplified approach permitted by IFRS 9, using a provision

matrix applying lifetime historical credit loss experience to the

trade receivables. The expected credit loss rate varies

depending on whether, and the extent to which, settlement of

the trade receivables is overdue and it is also adjusted as

appropriate to reflect current economic conditions and

estimates of future conditions. For the purpose of determining

credit loss rates, customers are classified into groupings that

have similar loss patterns. The key drivers of the loss rate are the

nature of the business unit and the location and type of

customer.

When a trade receivable is determined to have no reasonable

expectation of recovery it is written off, firstly against any

expected credit loss allowance available and then to the

income statement.

Subsequent recoveries of amounts previously provided for or

written off are credited to the income statement. Long-term

receivables are discounted where the effect is material.

Cash and cash equivalents

Cash comprises cash in hand and on-demand deposits at

bank.

Cash equivalents include cash in transit, deposits made with

banks or financial institutions with a maturity of three months or

less from the date of acquisition and are measured at

amortised cost. Investments in money market funds are held at

fair value through profit or loss because the funds fail the solely

payments of principal and interest on principal outstanding

(SPPI) test.

196

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| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
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| Notes to the financial statements continued  2. Accounting principles and policies continued | | | | | | | | | | | |

Borrowings

All borrowings are initially recorded at fair value, being the

amount of proceeds received, net of directly attributable

transaction costs. Borrowings are subsequently carried at

amortised cost, using the effective interest method. Borrowing

costs (including the amortisation of transaction costs) are

recognised in profit or loss over the term of the borrowing,

except to the extent that they are directly attributable to the

acquisition, construction, or production of a qualifying asset, in

which case they are capitalised as part of the cost of that asset.

Derivative financial instruments

Derivative financial instruments are used to manage exposure to

market risks. The principal derivative instruments used by GSK are

foreign currency swaps, interest rate swaps, foreign exchange

forward contracts and options. The Group does not hold or issue

derivative financial instruments for trading or speculative

purposes.

Derivative financial assets and liabilities, including derivatives

embedded in host contracts which have been separated from

the host contract, are measured at fair value. Changes in the fair

value of any derivative instruments that do not qualify for hedge

accounting are recognised immediately in the income statement.

Hedge accounting

Derivatives designated as hedging instruments are classified at

the inception of the hedge relationship as cash flow hedges, net

investment hedges or fair value hedges. At inception, the Group

documents the relationship between the hedging instrument

and the hedged item, the risk management objective and the

strategy for undertaking the hedge. Hedge effectiveness is

assessed on an ongoing basis to ensure the hedge continues to

meet IFRS 9 criteria.

Changes in the fair value of derivatives designated as cash flow

hedges are recognised in other comprehensive income to the

extent that the hedges are effective and accumulated in the

cash flow hedge reserve. Ineffective portions are recognised in

profit or loss immediately. Amounts deferred in the cash flow

hedge reserve are reclassified to the income statement when

the hedged item affects profit or loss, or if the hedged forecast

transaction is to purchase a non-financial asset, the amount

deferred in the cash flow hedge reserve is transferred directly

from equity and included in the carrying amount of the

recognised non-financial asset.

Net investment hedges are accounted for in a similar way to

cash flow hedges. Amounts deferred in the net investment

hedge reserve are only reclassified to the income statement on

disposal (or partial disposal) of the foreign operation.

Changes in the fair value of derivatives designated as fair value

hedges are recorded in the income statement, together with the

changes in the fair value of the hedged asset or liability.

Hedge accounting is discontinued when the hedging

instrument expires, is sold, is terminated, or no longer qualifies

for hedge accounting.

#### Taxation

Current tax is provided at the amounts expected to be paid,

applying tax rates that have been enacted or substantively

enacted by the balance sheet date. The tax charge for the

period is recognised in the consolidated income statement, the

consolidated statement of comprehensive income or directly in

equity, according to the accounting treatment of the related

transaction.

Deferred tax is provided in full, using the liability method, on

temporary differences arising between the tax bases of assets

and liabilities and their carrying amounts in the consolidated

financial statements. Deferred tax assets are recognised to the

extent that it is probable that future taxable profits will be

available against which the temporary differences can be

utilised. Deferred tax is provided on temporary differences

arising on investments in subsidiaries, associates and joint

ventures, except where the timing of the reversal of the

temporary difference can be controlled and it is probable that

the temporary difference will not reverse in the foreseeable

future. Deferred tax is provided using rates of tax that have

been enacted or substantively enacted by the balance sheet date.

Deferred tax assets and liabilities are offset when there is a legally

enforceable right to offset current tax assets against current tax

liabilities and when they relate to income taxes levied by the same

tax authority and the company and its subsidiaries intend to settle

their current tax assets and liabilities on a net basis.

Deferred tax assets and liabilities are not recognised if the

temporary differences arise from the initial recognition of

goodwill or from the initial recognition of other assets and

liabilities in a transaction (other than a business combination)

that affects neither the accounting nor the taxable profit or loss.

The exception to this is situations where there are equal taxable

and deductible temporary differences arising from the same

transaction. Unrecognised deferred tax assets are reassessed

at each reporting date and are recognised to the extent that it

has become probable that future taxable profits will allow the

deferred tax asset to be recovered.

Where an uncertain tax position is identified, management will

make a judgement as to what the probable outcome will be,

assuming the relevant tax authority has full knowledge of the

situation. Where it is assessed that an economic outflow is

probable to arise, a provision is made for the best estimate of

the liability. In estimating any such liability GSK applies a risk-

based approach which takes into account, as appropriate, the

probability that the Group would be able to obtain

compensatory adjustments under international tax treaties.

These estimates take into account the specific circumstances of

each dispute and relevant external advice.

#### Restructuring

Costs of restructuring arise from restructuring programmes that

are planned and controlled by the Group. A provision for

restructuring is recognised when there is a detailed formal plan

in place, and management has created a valid expectation by

announcing the main features of the plan to those affected by

it, or has started implementation.

#### Discounting

Where the time value of money is material, balances are

discounted to current values using appropriate discount rates.

The unwinding of the discounts is recorded in finance income

and finance expense.

197

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| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
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| Notes to the financial statements continued  2. Accounting principles and policies continued | | | | | | | | | | | |

#### Assets and liabilities held for sale or distribution and discontinued operations

Non-current assets or disposal groups are classified as held for

sale or distribution if their carrying amount will be recovered

principally through sale or a distribution to shareholders rather

than through continuing use, they are available for immediate sale

or distribution in their present condition and the sale or distribution

is considered highly probable and expected to be completed

within one year. Assets classified as held for sale or distribution are

measured at the lower of their carrying amount and fair value less

costs to sell or distribute. Assets classified as held for sale or

distribution are not depreciated or amortised. Assets and liabilities

classified as held for sale or distribution are presented in current

assets and current liabilities separately from the other assets and

liabilities in the balance sheet.

A discontinued operation is a component of the Group that has

been disposed of, distributed or is classified as held for sale or

distribution and that represents a separate major line of

business or geographical area of operations. The results of

discontinued operations are presented separately in the

consolidated income statement, the consolidated statement of

comprehensive income and the consolidated statement of cash

flows and comparatives are restated on a consistent basis.

#### Share buyback

Where the Group purchases the Company’s equity instruments, for

example as a result of a share buyback programme, the

consideration paid, including any directly attributable incremental

costs (net of income taxes), is deducted from retained earnings as

Treasury shares until the shares are cancelled or re-issued. Where

such ordinary shares are subsequently re-issued, any consideration

received, net of any directly attributable incremental transaction

costs and the related income tax effects, is included in

shareholders’ equity. Where it is determined that the terms and

conditions of a contract to purchase the Company’s shares results

in the Group being unable to cancel the obligation arising under

the contract, a financial liability is recognised for the unavoidable

obligation.

198

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| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
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| Notes to the financial statements continued | | | | | | | | | | | |

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| 3. Critical accounting judgements and key sources of  estimation uncertainty |

In preparing the financial statements, management is required

to make judgements about when or how items should be

recognised in the financial statements and estimates and

assumptions that affect the amounts of assets, liabilities,

revenue and expenses reported in the financial statements.

Actual amounts and results could differ from those estimates.

The following are considered to be the critical accounting

judgements and key sources of estimation uncertainty.

#### Turnover

Reported Group turnover for 2025 was £32,667 million (2024:

£31,376 million).

Estimate

Gross turnover is reduced by rebates, discounts, allowances and

product returns given or expected to be given, which vary by

product arrangements and buying groups. These arrangements

with purchasing organisations are dependent upon the

submission of claims some time after the initial recognition of

the sale. Accruals are made at the time of sale for the

estimated rebates, discounts or allowances payable or returns

to be made, based on available market information and

historical experience.

Sales of pharmaceutical and vaccine products in the US have

complex arrangements for rebates, discounts and allowances.

Turnover of Commercial Operations products in the US for 2025

of £16,859 million (2024: £16,384 million) was after recording

deductions of  £15,427 million (2024: £14,100 million) for rebates,

allowances, returns and other discounts. At 31 December 2025,

the total accrual amounted to £4,891 million (2024: £5,235

million). Due to the nature of these accruals it is not practicable

to give meaningful sensitivity estimates due to the large volume

of variables that contribute to the overall rebates, chargebacks,

returns and other revenue accruals.

As there can be significant variability in final outcomes, the

Group applies a constraint when measuring the variable

element within revenue, so that revenue is recognised at a

suitably cautious amount. The objective of the constraint is to

ensure that it is highly probable that a significant reversal of

revenue will not occur when the uncertainties are resolved. The

constraint is applied by making suitably cautious estimates of

the inputs and assumptions used in estimating the variable

consideration. Because the amounts are estimated they may

not fully reflect the final outcome, and the amounts are subject

to change dependent upon, amongst other things, the types of

buying group and product sales mix. The constraints applied in

recognising revenue mean that the risk of a material downward

adjustment to revenue in the next financial year is low.

The level of accrual for rebates and returns is reviewed and

adjusted regularly in the light of contractual and legal

obligations, historical trends, past experience and projected

market conditions. Market conditions are evaluated using

wholesaler and other third-party analyses, market research

data and internally generated information. It is reasonably

possible that there could be a significant adjustment within the

next 12 months to recognise additional revenue, if actual

outcomes are better than the cautious constrained estimates.

Revenue is not recognised in full until it is highly probable that a

significant reversal in the amount of cumulative revenue

recognised will not occur. The amount of turnover recognised in

the year from performance obligations satisfied in previous

periods is set out in Note 6, ‘Turnover and segment information’,

and is an indication of the level of sensitivity in the estimate.

Future events could cause the assumptions on which the

accruals are based to change, which could materially affect the

future results of the Group.

#### Taxation

The tax charge for the year was £1,112 million (2024 : £526

million). At 31 December 2025, current tax payable was £498

million (2024: £703 million), and current tax recoverable was

£288 million (2024: £489 million).

Judgement and estimate

The Group has open tax issues with a number of revenue

authorities. Management makes a judgement of whether there

is sufficient information to be able to make a reliable estimate

of the outcome of the dispute. If insufficient information is

available, no provision is made.

If sufficient information is available, in estimating a potential tax

liability GSK applies a risk-based approach which takes into

account, as appropriate, the probability that the Group would

be able to obtain compensatory adjustments under

international tax treaties. These estimates take into account the

specific circumstances of each dispute and relevant external

advice, are inherently judgemental and could change

substantially over time as each dispute progresses and new

facts emerge.

At 31 December 2025, the Group had recognised provisions of

£649 million in respect of uncertain tax positions (2024: £636

million). Due to the number of uncertain tax positions held and

the number of jurisdictions to which these relate, it is not

practicable to give meaningful sensitivity estimates. No

uncertain tax position is individually material to the Group.

Factors affecting the tax charge in future years are set out in

Note 14, ‘Taxation’. GSK continues to believe that it has made

adequate provision for the liabilities likely to arise from open

assessments. Where open issues exist, the ultimate liability for

such matters may vary from the amounts provided and is

dependent upon the outcome of negotiations with the relevant

tax authorities or, if necessary, litigation proceedings.

#### Legal and other disputes

Legal costs for the year were £192 million (2024: £1,964 million).

At 31 December 2025 provisions for legal and other disputes

amounted to £210 million (2024: £1,446 million).

Judgement

Management makes a judgement of whether there is sufficient

information to be able to make a reliable estimate of the likely

outcome of the dispute and the legal and other expenses

arising from claims against the Group. If insufficient information

is available, no provision is made and disclosure of the claim is

given.

199

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| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
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| Notes to the financial statements continued  3. Critical accounting judgements and key sources of estimation uncertainty continued | | | | | | | | | | | |

The estimated provisions take into account the specific

circumstances of each dispute and relevant external advice, are

inherently judgemental and could change substantially over

time as each dispute progresses and new facts emerge. Details

of the status and various uncertainties involved in the significant

unresolved disputes are set out in Note 46, ‘Legal proceedings’.

The company’s Directors, having taken legal advice, have

established provisions after taking into account the relevant

facts and circumstances of each matter and in accordance

with accounting requirements. In respect of product liability

claims related to certain products, there is sufficient history of

claims made and settlements to enable management to make

a reliable estimate of the provision required to cover unasserted

claims.

The Group may become involved in legal proceedings, in

respect of which it is not possible to meaningfully assess

whether the outcome will result in a probable outflow, or to

quantify or reliably estimate the liability. In these cases,

appropriate disclosure about such cases would be provided,

but no provision would be made and no contingent liability can

be quantified.

The ultimate liability for legal claims may vary from the amounts

provided and is dependent upon the outcome of litigation

proceedings, investigations and possible settlement

negotiations. The position could change over time and,

therefore, there can be no assurance that any losses that result

from the outcome of any legal proceedings will not exceed the

amount of the provisions reported in the Group’s financial

statements by a material amount.

#### Contingent consideration

The 2025  income statement charge for contingent

consideration was £556 million (2024: £1,762 million).

At 31 December 2025, the liability for contingent consideration

amounted to £6,733 million (2024: £7,280 million). Of this

amount, £5,433 million (2024: £6,061 million) related to the

acquisition of the former Shionogi-ViiV Healthcare joint venture

in 2012.

Estimate

Any contingent consideration included in the consideration

payable for a business combination is recorded at fair value at

the date of acquisition. These fair values are generally based on

risk-adjusted future cash flows discounted using appropriate

post-tax discount rates. The fair values are reviewed on a

regular basis, and any changes are reflected in the income

statement. The key sources of estimation uncertainty are sales

forecasts and discount rate. Refer to Note 32, ‘Contingent

consideration liabilities’ for further information and sensitivity

analysis.

#### Pensions and other post-employment benefits

Judgement

Where a surplus on a defined benefit scheme arises, or there is

potential for a surplus to arise from committed future

contributions, the rights of the Trustees to prevent the Group

obtaining a refund of that surplus in the future are considered in

determining whether it is necessary to restrict the amount of the

surplus that is recognised. Three UK schemes are in surplus

(2024: three), with a combined surplus of £848 million at

31 December 2025 (2024: £725 million). There are further

recognised pension surpluses totalling £267 million spread

across six countries (2024 : £173 million across five countries).

GSK has made the judgement that these amounts would be

recoverable.

Estimate

The costs of providing pensions and other post-employment

benefits are assessed on the basis of assumptions selected by

management. These assumptions include future earnings and

pension increases, discount rates, expected long-term rates of

return on assets and mortality rates. The key source of

estimation uncertainty is the discount rate. Refer to Note 30,

‘Pensions and other post-employment benefits’ for further

information and sensitivity analysis.

#### Impairment of intangible assets

The Group's intangible assets primarily comprise acquired

licences, patents, amortised brands, and product development

costs. At 31 December 2025, these assets have a carrying

amount of £16,141 million (2024: £14,936 million). Intangible

assets are tested for impairment when indicators of impairment

arise, or annually where the asset is not yet in use.

Estimate

The recoverable amount of intangible assets is determined as

the higher of their fair value less costs of disposal and their

value in use. Given the inherent uncertainty in pharmaceutical

development and commercialisation, there is significant

estimation involved in determining the recoverable amount of

intangible assets. The value in use is estimated using

discounted cash flow models, which require estimates such as

future sales forecasts, discount rates, probability of technical

and regulatory success (PTRS) and the results from research

and development activities. The key sources of estimation

uncertainty are sales forecasts and PTRS. The key sources of

estimation uncertainty are in relation to the portfolio of

intangible assets as a whole and based on the number of

assets held and the different assumptions for each asset, it is

not practicable to give a meaningful sensitivity analysis.

200

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| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
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| Notes to the financial statements continued | | | | | | | | | | | |

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| 4. New accounting requirements |

Amendments to IFRS Accounting Standards applicable

from 1 January 2025

GSK has adopted the following amendments to IFRS

Accounting Standards, with no material impact to the Group in

the year ended 31 December 2025:

– Lack of Exchangeability - Amendments to IAS 21.

New IFRS Accounting Standards and amendments issued

but not yet effective

Certain amendments to IFRS Accounting Standards and

interpretations have been published that are not mandatory for

the 31 December 2025 reporting period and have not been

early adopted by the Group. The amendments and

interpretations that are not expected to have a material impact

on the results or financial position of the Group in future

reporting periods are:

– Annual Improvements to IFRS Accounting Standards -

Volume 11 (effective from 1 January 2026, endorsed by the

United Kingdom Endorsement Board (UKEB));

– Classification and Measurement of Financial Instruments -

Amendments to IFRS 9 and IFRS 7 (effective from 1 January

2026,  endorsed by the UKEB);

– Contracts Referencing Nature-dependent Electricity -

Amendments to IFRS 9 and IFRS 7 (effective from 1 January

2026, endorsed by the (UKEB);

– IFRS 19 Subsidiaries without Public Accountability: Disclosures

(effective from 1 January 2027, not yet endorsed by the

UKEB).

IFRS 18 ‘Presentation and Disclosure in Financial Statements’

was issued by the IASB in April 2024 and has been endorsed by

the UKEB. IFRS 18 replaces IAS 1 ‘Presentation of Financial

Statements’ and introduces new presentation and disclosure

requirements, particularly for the income statement. IFRS 18

does not affect the recognition or measurement of items in the

financial statements.

The requirements are effective for periods beginning on or after

1 January 2027, with retrospective application required,

including specified reconciliations for comparative periods.

The Group is currently assessing the impact of IFRS 18 on

presentation and disclosures in the consolidated financial

statements. Although the adoption of IFRS 18 will have no

impact on the Group’s profit after taxation, there will be an

impact on presentation of the primary financial statements and

certain disclosures. To date, the following potential impacts

have been identified:

– items of income and expenses presented in the Consolidated

income statement will be grouped into the new categories:

operating, investing, financing, income taxes, and

discontinued operations;

– an additional mandatory subtotal for ‘Profit/ (loss) before

financing and income taxes’ will be presented;

– the enhanced principles on aggregation and disaggregation,

and the ‘useful structured summary’ concept, will require

some changes to line items presented in the primary financial

statements, however this change is not expected to be

significant;

– certain new or enhanced disclosures will be required for:

– management-defined performance measures (MPMs),

most of which are currently disclosed in the Group

Financial Review;

– a breakdown of the nature of expenses for line items

presented by function in the operating category of the

Consolidated income statement;

– a reconciliation for each line item in the Consolidated

income statement between the restated amounts and

amounts previously published upon transition from IAS 1

to IFRS 18;

– there will be a minor impact on the presentation of the

Consolidated statement of cash flows as the starting point for

the cash flow statement will be the ‘Operating profit/ (loss)’

subtotal

The Group intends to adopt IFRS 18 for the reporting period

commencing 1 January 2027. Preparatory activities are

underway to ensure readiness for adoption, including updates

to reporting systems and chart of accounts.

|  |
| --- |
|  |
| 5. Exchange rates |

The Group uses the average of exchange rates prevailing during the period to translate the results and cash flows of overseas

subsidiaries, joint ventures and associates into Sterling and period end rates to translate the net assets of those entities. The

currencies which most influence these translations and the relevant exchange rates were:

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|  | 2025 | 2024 | 2023 |
| Average rates: |  |  |  |
| US$/£ | 1.31 | 1.28 | 1.24 |
| Euro/£ | 1.17 | 1.18 | 1.15 |
| Yen/£ | 198 | 193 | 175 |

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  | 2025 | 2024 | 2023 |
| Period end rates: |  |  |  |
| US$/£ | 1.35 | 1.25 | 1.27 |
| Euro/£ | 1.15 | 1.20 | 1.15 |
| Yen/£ | 211 | 197 | 180 |

201

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |
| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Notes to the financial statements continued | | | | | | | | | | | |

|  |
| --- |
|  |
| 6. Turnover and segment information |

Operating segments are reported based on the financial information provided to the Chief Executive Officer, who is the Chief

Operating Decision Maker, and the responsibilities of the Executive Committee (ExCom). GSK reports under two segments;

Commercial Operations and Total R&D. Members of the ExCom are responsible for each segment.

R&D investment is essential for the sustainability of the business. However, for segment reporting the Commercial Operating profits

exclude allocations of globally funded R&D.

The Total R&D segment is the responsibility of the Chief Scientific Officer and is reported as a separate segment. The operating

costs of this segment include R&D activities across Specialty Medicines, including HIV and Vaccines. It includes R&D and some

Selling, General and Administrative (SG&A) costs relating to regulatory and other functions.

The Group’s management reporting process allocates intra-Group profit on a product sale to the segment in which that sale is

recorded, and the profit analyses below have been presented on that basis.

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| Turnover by segment | 2025  £m | 2024  £m | 2023  £m |
| Commercial Operations | 32,667 | 31,376 | 30,328 |
|  | 32,667 | 31,376 | 30,328 |

Product sales are reported within three product groups: Specialty Medicines, Vaccines and General Medicines.

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| Commercial Operations | 2025  £m | 2024  £m | 2023  £m |
| HIV | 7,687 | 7,089 | 6,444 |
| Respiratory, Immunology & Inflammation | 3,810 | 3,299 | 3,025 |
| Oncology | 1,977 | 1,410 | 731 |
|  | 13,474 | 11,798 | 10,200 |
| Pandemic | – | 12 | 44 |
| Specialty Medicines | 13,474 | 11,810 | 10,244 |
|  |  |  |  |
| Shingles | 3,558 | 3,364 | 3,446 |
| Meningitis | 1,583 | 1,437 | 1,260 |
| RSV (Arexvy) | 593 | 590 | 1,238 |
| Influenza | 303 | 408 | 504 |
| Established Vaccines | 3,120 | 3,339 | 3,266 |
|  | 9,157 | 9,138 | 9,714 |
| Pandemic Vaccines | – | – | 150 |
| Vaccines | 9,157 | 9,138 | 9,864 |
|  |  |  |  |
| Respiratory | 7,068 | 7,213 | 6,825 |
| Other General Medicines | 2,968 | 3,215 | 3,395 |
| General Medicines | 10,036 | 10,428 | 10,220 |
|  |  |  |  |
| Total Commercial Operations | 32,667 | 31,376 | 30,328 |

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| Turnover by region | 2025  £m | 2024  £m | 2023  £m |
| UK (the Group’s country of domicile) | 683 | 708 | 693 |
| US | 16,859 | 16,384 | 15,820 |
| Europe | 6,850 | 5,958 | 5,871 |
| International | 8,275 | 8,326 | 7,944 |
| Total Commercial Operations | 32,667 | 31,376 | 30,328 |

.

202

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |
| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Notes to the financial statements continued  6. Turnover and segment information continued | | | | | | | | | | | |

During 2025, sales were made to three US wholesalers of £5,345 million (2024: £4,538 million; 2023: £4,494 million), £4,802 million

(2024: £4,792 million; 2023: £4,498 million) and £3,206 million ( 2024: £3,366 million; 2023: £3,531 million) respectively, after

allocating final-customer discounts to the wholesalers.

Revenue recognised in the year from performance obligations satisfied in previous periods impacting turnover arises from changes

to prior year estimates of returns and rebates accruals of £873 million (2024: £740 million).

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| Segment profit | 2025  £m | 2024  £m | 2023  £m |
| Commercial Operations | 16,260 | 15,335 | 14,656 |
| Research and Development | (6,251) | (5,845) | (5,607) |
| Segment profit | 10,009 | 9,490 | 9,049 |
| Corporate and other unallocated costs | (226) | (342) | (263) |
| Other reconciling items between segment profit and operating profit | (1,851) | (5,127) | (2,041) |
| Total Operating profit | 7,932 | 4,021 | 6,745 |
|  |  |  |  |
| Finance income | 169 | 122 | 115 |
| Finance costs | (701) | (669) | (792) |
| Share of after tax profit/(loss) of associates and joint ventures | 1 | (3) | (5) |
| Profit/(loss) on disposal of interests in associates and joint ventures | – | 6 | 1 |
| Profit before taxation | 7,401 | 3,477 | 6,064 |
| Taxation | (1,112) | (526) | (756) |
| Profit after taxation for the year | 6,289 | 2,951 | 5,308 |

Other reconciling items between segment profit and operating profit comprise items not specifically allocated to segment profit.

These include intangible asset amortisation (2025: £808 million; 2024: £1,002 million; 2023: £719 million), intangible asset

impairment (2025: £880 million; 2024: £314 million; 2023: £398 million), major restructuring (2025: £109 million; 2024: £353 million;

2023: £382 million), transaction-related items (2025: £507 million; 2024: £1,881 million; 2023: £572 million) and significant legal,

divestments and other items (2025: £453 million gain; 2024: £1,577 million loss; 2023: £30 million gain).

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| Depreciation and amortisation by segment | 2025  £m | 2024  £m | 2023  £m |
| Commercial Operations | 874 | 906 | 893 |
| Research and Development | 553 | 569 | 572 |
| Segment depreciation and amortisation | 1,427 | 1,475 | 1,465 |
| Corporate and other unallocated depreciation and amortisation | 79 | 74 | 110 |
| Other reconciling items between segment depreciation and amortisation and total depreciation and  amortisation | 808 | 1,002 | 719 |
| Total depreciation and amortisation | 2,314 | 2,551 | 2,294 |

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| PP&E, intangible asset and goodwill impairment by segment | 2025  £m | 2024  £m | 2023  £m |
| Commercial Operations | 149 | 102 | 27 |
| Research and Development | 49 | 22 | 13 |
| Segment impairment | 198 | 124 | 40 |
| Corporate and other unallocated impairment | 36 | 11 | 35 |
| Other reconciling items between segment impairment and total impairment | 880 | 302 | 432 |
| Total impairment | 1,114 | 437 | 507 |

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| PP&E and intangible asset impairment reversals by segment |  |  |  |
| Commercial Operations | (9) | (28) | (16) |
| Research and Development | (3) | (2) | (9) |
| Segment impairment reversals | (12) | (30) | (25) |
| Corporate and other unallocated impairment reversals | (1) | (3) | (14) |
| Other reconciling items between segment impairment reversals and total impairment reversals | (3) | – | – |
| Total impairment reversals | (16) | (33) | (39) |

203

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |
| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Notes to the financial statements continued  6. Turnover and segment information continued | | | | | | | | | | | |

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Net operating assets by segment | 2025  £m | 2024  £m |
| Commercial Operations | 13,286 | 12,501 |
| Research and Development | 9,637 | 7,459 |
| Segment net operating assets | 22,923 | 19,960 |
| Corporate and other unallocated net operating assets | 1,099 | 43 |
| Net operating assets | 24,022 | 20,003 |
|  |  |  |
| Net debt | (14,453) | (13,095) |
| Investments in associates and joint ventures | 89 | 96 |
| Derivative financial instruments | (21) | (82) |
| Current and deferred taxation | 6,019 | 6,161 |
| Assets held for sale (excluding cash and cash equivalents) | 300 | 3 |
| Net assets | 15,956 | 13,086 |

The Commercial Operations segment includes the Shionogi-ViiV Healthcare contingent consideration liability of £5,433 million

(2024: £6,061 million) and the Pfizer put option of £822 million (2024: £915 million).

#### Geographical information

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Non-current assets by location of subsidiary | 2025  £m | 2024  £m |
| UK | 8,466 | 7,803 |
| US | 14,522 | 13,977 |
| Belgium | 5,453 | 5,378 |
| Rest of World | 5,532 | 5,588 |
| Non-current assets | 33,973 | 32,746 |

Non-current assets by location exclude amounts relating to other investments, deferred tax assets, derivative financial instruments,

pension assets, amounts receivable under insurance contracts and certain other non-current receivables. There are no other

countries with individually material non-current assets.

204

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |
| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Notes to the financial statements continued | | | | | | | | | | | |

|  |
| --- |
|  |
| 7. Other operating income/(expense) |

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  | 2025  £m | 2024  £m | 2023  £m |
| Fair value remeasurements of equity investments | (24) | 51 | (122) |
| Disposal of businesses and assets | 106 | 246 | 61 |
| Fair value remeasurements on contingent consideration recognised in business combinations(1) | (581) | (1,751) | (791) |
| Remeasurement of ViiV Healthcare put option liabilities and preferential dividends | 93 | (67) | 245 |
| Fair value adjustments on derivative financial instruments | – | – | 7 |
| Other income/(expense) | 422 | (9) | 237 |
|  | 16 | (1,530) | (363) |

(1) Fair value remeasurements on contingent consideration disclosed above includes the fair value movements on related hedging contracts.

Disposal of businesses and assets in 2025, 2024 and 2023 primarily included milestone and royalty income.

Fair value remeasurements on contingent consideration recognised as business combinations included: a net charge of

£649 million (2024: £1,533 million, 2023: £934 million) related to the acquisition of the former Shionogi-ViiV Healthcare joint venture;

a net credit of £254 million (2024: £22 million, 2023: net charge £44 million) relating to the acquisition of Affinivax; and a net charge

of £171 million (2024: £206 million, 2023: net credit £187 million) payable to Novartis related to the Vaccines acquisition, together

with fair value movements on related hedging contracts.

Other income in 2025 included £367 million ($500 million) of cash settlement from CureVac. Other income in 2023 primarily

included net income from dividends related to investments.

205

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|  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |
| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Notes to the financial statements continued | | | | | | | | | | | |

|  |
| --- |
|  |
| 8. Operating profit |

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| The following items have been included in operating profit: | 2025  £m | 2024  £m | 2023  £m |
| Employee costs (Note 9) | 8,772 | 8,759 | 8,473 |
| Advertising | 738 | 851 | 835 |
| Distribution costs | 202 | 198 | 199 |
| Depreciation of property, plant and equipment | 850 | 886 | 892 |
| Impairment of property, plant and equipment, net of reversals | 193 | 88 | 17 |
| Depreciation of right of use assets | 206 | 211 | 190 |
| Impairment of right of use assets, net of reversals | 17 | (1) | 10 |
| Amortisation of intangible assets | 1,258 | 1,454 | 1,212 |
| Impairment of intangible assets, net of reversals | 888 | 317 | 418 |
| Impairment of tangible and intangible assets held for sale, net of reversals | – | – | 23 |
| Net foreign exchange (gains)/losses | (9) | 13 | 11 |
| Inventories: |  |  |  |
| Cost of inventories included in cost of sales | 6,362 | 6,495 | 6,576 |
| Write-down of inventories | 1,064 | 1,046 | 979 |
| Reversal of prior year write-down of inventories | (575) | (630) | (598) |

The reversals of prior year write-downs of inventories principally arise from the reassessment of usage or demand expectations prior

to inventory expiration.

Net foreign exchange (gains)/losses include a net gain of £12 million (2024 :  £87 million; 2023 :  £34 million) arising from the recycling

of exchange on liquidation or disposal of overseas subsidiaries. The recycling of exchange on disposal of overseas associates is £nil

( 2024: £nil ).

Included within operating profit are Major restructuring charges of £109 million  (2024: £353 million; 2023: £382 million), see Note 10,

‘Major restructuring costs’.

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| Fees payable to the company’s auditor and its associates: | 2025  £m | 2024  £m | 2023  £m |
| Audit of parent company and consolidated financial statements including attestation under  s.404 of Sarbanes-Oxley Act 2002 | 10.9 | 10.8 | 10.2 |
| Audit of the company’s subsidiaries | 10.0 | 10.3 | 10.2 |
| Total audit services | 20.9 | 21.1 | 20.4 |
| Audit-related and other assurance services | 1.9 | 2.2 | 1.6 |
| Total audit services, audit-related and other assurance services | 22.8 | 23.3 | 22.0 |

The other assurance services provided by the auditor related to agreed-upon procedures and other assurance services outside of

statutory audit requirements.

In addition to the above, fees paid to the auditor in respect of the GSK pension schemes were:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  | 2025  £m | 2024  £m | 2023  £m |
| Audit | 0.2 | 0.2 | 0.2 |

206

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |
| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Notes to the financial statements continued | | | | | | | | | | | |

|  |
| --- |
|  |
| 9. Employee costs |

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  | 2025  £m | 2024  £m | 2023  £m |
| Wages and salaries | 6,843 | 6,750 | 6,706 |
| Social security costs | 865 | 862 | 818 |
| Pension and other post-employment costs, including augmentations (Note 30) | 300 | 368 | 356 |
| Cost of share-based incentive plans | 390 | 347 | 321 |
| Severance and other costs from integration and restructuring activities | 374 | 432 | 272 |
|  | 8,772 | 8,759 | 8,473 |

The Group provides benefits to employees, commensurate with local practice in individual countries, including in some markets,

healthcare insurance, subsidised car schemes and personal life assurance.

The cost of share-based incentive plans is analysed as follows:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  | 2025  £m | 2024  £m | 2023  £m |
| Share Value Plan | 288 | 260 | 244 |
| Performance Share Plan | 75 | 67 | 58 |
| Share option plans | 6 | 6 | 5 |
| Cash settled and other plans | 21 | 14 | 14 |
|  | 390 | 347 | 321 |

The average number of persons employed by the Group (including Directors) during the year:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  | 2025  Number | 2024  Number | 2023  Number |
| Manufacturing | 22,686 | 23,206 | 23,209 |
| Selling, general and administration | 32,743 | 33,503 | 34,446 |
| Research and development | 12,878 | 12,596 | 12,589 |
| Total | 68,307 | 69,305 | 70,244 |

The average monthly number of Group employees excludes temporary and contract staff. The numbers of Group employees at the

end of each financial year are given in the financial record on page [282](#ia0478a7d9608435797b09f6fdeba7f82_562).

The compensation of the Directors and senior management (members of the Executive Committee, formerly known as the GSK

Leadership Team) in aggregate, was as follows:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  | 2025  £m | 2024  £m | 2023  £m |
| Wages and salaries | 34 | 32 | 37 |
| Social security costs | 6 | 6 | 4 |
| Pension and other post-employment costs | 2 | 1 | 1 |
| Cost of share-based incentive plans | 39 | 38 | 32 |
|  | 81 | 77 | 74 |

Further information on the remuneration of the Directors is given in the sections of the Annual Report on remuneration labelled as

audited within pages [147](#i0d113bca01694ba596ba7035ad147b09_0-0-1-1-988953) to  [149](#ia0cc8cec7d394b76a7d739655813b506_0-0-1-1-1042322).

207

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |
| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Notes to the financial statements continued | | | | | | | | | | | |

|  |
| --- |
|  |
| 10. Major restructuring costs |

Within the pharmaceuticals sector, the highly regulated manufacturing operations and supply chains and long lifecycle of the

business mean that restructuring programmes, particularly those that involve the rationalisation or closure of manufacturing or R&D

sites, are likely to take several years to complete.

Major restructuring costs are those related to specific Board-approved Major restructuring programmes, including integration costs

following material acquisitions, which are structural and are of a significant scale where the costs of individual or related projects

exceed £25 million.

In 2022, the Board approved a Major restructuring programme for the integration of significant acquisitions designed to integrate

and achieve synergies. Costs of significant acquisitions relate to integration costs of Affinivax Inc. acquired in Q3 2022, BELLUS

Health Inc. acquired in Q2 2023, Aiolos Bio Inc. acquired in Q1 2024, IDRx, Inc acquired in Q1 2025 and BP Asset IX, Inc. acquired to

access efimosfermin in Q3 2025.

The total restructuring costs of £109 million in 2025 (2024: £353 million; 2023: £382 million) were incurred in the following areas:

– Restructuring costs for separation of GSK into two companies aiming to provide a robust and sustainable state for the

pharmaceutical organisation which is now largely complete

– The integration of acquisitions

– Continued transformation of central functions, including GSK technology platforms and interfaces, to deliver greater digital

synergies, simplification of applications and staff reductions

The analysis of the costs charged to operating profit under these programmes was as follows:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  | 2025  £m | 2024  £m | 2023  £m |
| Increase in provision for Major restructuring programmes (see Note 31) | 67 | 195 | 172 |
| Amount of provision reversed unused (see Note 31) | (51) | (51) | (55) |
| Impairment (reversals)/losses recognised | 4 | (12) | 33 |
| Other non-cash charges | 18 | 58 | 86 |
| Other cash costs | 71 | 163 | 146 |
|  | 109 | 353 | 382 |

Provision reversals of £51 million mainly relate to the Separation restructuring programme. Asset impairment of £4 million and other

non-cash charges of £18 million principally comprised fixed asset write-downs of manufacturing and accelerated depreciation

where asset lives have been shortened in the supply chain manufacturing network as a result of the Major restructuring

programmes. All other charges have been or will be settled in cash and include site closure costs, consultancy and project

management costs.

The analysis of Major restructuring charges by programme was as follows:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  | 2025 | | |
|  | Cash  £m | Non-cash  £m | Total  £m |
| Separation restructuring programme | 48 | 14 | 62 |
| Significant acquisitions | 26 | – | 26 |
| Legacy programmes | 13 | 8 | 21 |
|  | 87 | 22 | 109 |

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  | 2024 | | |
|  | Cash  £m | Non-cash  £m | Total  £m |
| Separation restructuring programme | 200 | 36 | 236 |
| Significant acquisitions | 59 | 1 | 60 |
| Legacy programmes | 48 | 9 | 57 |
|  | 307 | 46 | 353 |

The analysis of Major restructuring charges by income statement line was as follows:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  | 2025  £m | 2024  £m | 2023  £m |
| Cost of sales | 48 | 163 | 164 |
| Selling, general and administration | 44 | 160 | 216 |
| Research and development | 17 | 9 | 2 |
| Other operating expense | – | 21 | – |
|  | 109 | 353 | 382 |

208

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |
| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Notes to the financial statements continued | | | | | | | | | | | |

|  |
| --- |
|  |
| 11. Finance income |

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  | 2025  £m | 2024  £m | 2023  £m |
| Finance income arising from: |  |  |  |
| Financial assets measured at amortised cost | 56 | 60 | 48 |
| Financial assets mandatorily measured at fair value through profit or loss | 91 | 72 | 60 |
| Net gains/(losses) arising from net investment hedge relationships(1) | 15 | (16) | – |
| Other finance income | 7 | 6 | 7 |
|  | 169 | 122 | 115 |

(1) Net gains/(losses) arising from net investment hedge relationships relates to forward points which are excluded from the hedge relationship and taken

directly to the income statement (2024 : £1 million; 2023: £nil) and contains £nil gains or losses  relating to ineffectiveness on net investment hedges (2024:

£15 million loss; 2023: £nil ).

|  |
| --- |
|  |
| 12. Finance expense |

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  | 2025  £m | 2024  £m | 2023  £m |
| Finance expense arising on: |  |  |  |
| Financial liabilities at amortised cost | (612) | (569) | (672) |
| Net losses arising from: |  |  |  |
| Financial instruments mandatorily measured at fair value through profit or loss | 337 | (262) | (23) |
| Retranslation of loans | (338) | 266 | 25 |
| Reclassification of hedges from other comprehensive income | (4) | (4) | (4) |
| Unwinding of discounts on provisions | (29) | (25) | (15) |
| Finance expense arising on lease liabilities | (46) | (46) | (38) |
| Other finance expense | (9) | (29) | (65) |
|  | (701) | (669) | (792) |

|  |
| --- |
|  |
| 13. Associates and joint ventures |

The Group’s share of after-tax profits and losses of associates and joint ventures is set out below:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  | 2025  £m | 2024  £m | 2023  £m |
| Share of after tax profit/(loss) of associates | 1 | (3) | (2) |
| Share of after tax profit/(loss) of joint ventures | – | – | (3) |
|  | 1 | (3) | (5) |

Aggregated financial information in respect of GSK’s share of other associated undertakings and joint ventures is set out below:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  | 2025  £m | 2024  £m | 2023  £m |
| Share of after tax profit/(loss) | 1 | (3) | (5) |
| Share of other comprehensive income/(expense) | 56 | 21 | 7 |
| Share of total comprehensive income/(expense) | 57 | 18 | 2 |

The Group’s sales to associates and joint ventures were £nil in 2025 (2024: £ nil; 2023: £nil).

Please refer to the balance sheet information in Note 21, 'Investments in associates and joint ventures'.

209

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |
| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Notes to the financial statements continued | | | | | | | | | | | |

|  |
| --- |
|  |
| 14. Taxation |

The Group’s tax charge is the sum of the total current and deferred tax expense.

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| Taxation charge based on profits for the year | 2025  £m | 2024  £m | 2023  £m |
| UK current year charge | 181 | 186 | 207 |
| Rest of World current year charge | 1,263 | 1,458 | 1,371 |
| Charge/(credit) in respect of prior periods | (49) | (92) | 43 |
| Current taxation | 1,395 | 1,552 | 1,621 |
| Deferred taxation | (283) | (1,026) | (865) |
|  | 1,112 | 526 | 756 |

In 2025, GSK made corporate income tax payments globally of £1.2 billion (2024:  £1.3 billion), of which £164 million (2024: £106

million) was UK corporation tax paid to HMRC. These amounts relate to corporate income tax only and do not include the various

other business taxes borne by GSK each year.

The deferred tax credits in each period reflect current year losses where offset against taxable profits in future periods is probable,

and the release of deferred tax liabilities, primarily in respect of temporary differences arising as a result of historic business

combinations.

The following table reconciles the tax charge calculated at the UK statutory rate on Group profit before tax with the actual tax

charge for the year.

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
| Reconciliation of taxation on Group profits | 2025  £m | 2025  % | 2024  £m | 2024  % | 2023  £m | 2023  % |
| Profit before tax | 7,401 |  | 3,477 |  | 6,064 |  |
| UK statutory rate of taxation | 1,850 | 25.0 | 869 | 25.0 | 1,425 | 23.5 |
| Differences in overseas taxation rates | (20) | (0.3) | 179 | 5.1 | 159 | 2.6 |
| Benefit of intellectual property incentives | (756) | (10.2) | (602) | (17.3) | (696) | (11.5) |
| R&D credits | (80) | (1.1) | (89) | (2.6) | (121) | (2.0) |
| Pillar Two tax | 169 | 2.3 | 6 | 0.2 | — | — |
| Other permanent differences | 33 | 0.5 | 304 | 8.8 | 112 | 1.9 |
| Re-assessments of prior year current tax estimates | (49) | (0.7) | (92) | (2.6) | 43 | 0.7 |
| Re-assessments of prior year deferred tax estimates | (97) | (1.3) | (40) | (1.2) | (147) | (2.4) |
| Changes in tax rates | 62 | 0.8 | (9) | (0.3) | (19) | (0.3) |
| Tax charge/tax rate | 1,112 | 15.0 | 526 | 15.1 | 756 | 12.5 |

As a global biopharmaceutical company, we have a substantial business and employment presence in many countries. The impact

of differences in overseas taxation rates arose from profits being earned in countries with tax rates differing from the UK statutory

rate, the most significant of which in 2025 was the US. This favourable impact was complemented by the benefit of intellectual

property incentives such as the UK Patent Box and Belgian Innovation Income Deduction (IID) regimes, which provide a reduced

rate of corporation tax on profits earned from qualifying patents. We claim these incentives in the manner intended by the relevant

statutory or regulatory framework. Global minimum corporate income tax rules in the UK and Belgium (in line with the OECD’s Pillar

Two framework) reduced the benefit of these incentives by £169 million.

Other permanent differences includes the impact of non-taxable revaluations of contingent consideration liabilities associated with

recent acquisitions.

The Group’s tax rate is also influenced by updates to estimates of prior period tax liabilities following closure of open issues with tax

authorities in various jurisdictions, and by changes in tax rates.

Future tax charges, and therefore our effective tax rate, may be affected by factors such as acquisitions, disposals, restructuring, the

location of research and development activity, tax regime reforms and resolution of open matters as we continue to bring our tax

affairs up to date around the world.

210

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |
| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Notes to the financial statements continued  14. Taxation continued | | | | | | | | | | | |

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| Tax on items charged to equity and statement of comprehensive income | 2025  £m | 2024  £m | 2023  £m |
| Current taxation |  |  |  |
| Share-based payments | (4) | (4) | (1) |
| Defined benefit plans | – | – | (143) |
| Fair value movements on cash flow hedges | – | – | – |
| Fair value movements on equity investments | 11 | 4 | (6) |
|  | 7 | – | (150) |
| Deferred taxation |  |  |  |
| Share-based payments | (27) | – | (6) |
| Defined benefit plans | 33 | 122 | 184 |
| Fair value movements on cash flow hedges | 2 | (1) | (1) |
| Fair value movements on equity investments | 9 | (21) | (8) |
|  | 17 | 100 | 169 |
| Total charge/(credit) to equity and statement of comprehensive income | 24 | 100 | 19 |

All of the above items have been charged to the statement of comprehensive income except for tax on share-based payments.

#### Issues relating to taxation

We are subject to taxation throughout our supply chain. The worldwide nature of our operations means that our cross-border supply

routes, necessary to ensure supplies of medicines into numerous countries, can result in conflicting claims from tax authorities as to

the profits to be taxed in individual countries. This can lead to double taxation (with the same profits taxed in more than one

country). To mitigate the risk of double taxation, profits are recognised in territories by reference to the activities performed there

and the value they generate. To ensure the profits recognised in jurisdictions are aligned to the activity undertaken there, and in line

with current OECD guidelines, we base our transfer pricing policy on the arm’s length principle and support our transfer prices with

economic analysis and reports. The Group also has open items in several jurisdictions concerning such matters as the deductibility

of particular expenses and the tax treatment of certain business transactions. GSK applies a risk-based approach to determine the

transactions most likely to be subject to challenge and the probability that the Group would be able to obtain compensatory

adjustments under international tax treaties.

The calculation of the Group’s total tax charge therefore necessarily involves a degree of estimation and judgement in respect of

certain items whose tax treatment cannot be finally determined until resolution has been reached with the relevant tax authority or,

as appropriate, through a formal legal process. At 31 December 2025, the Group had recognised provisions of £649 million in

respect of such uncertain tax positions (2024: £636 million). The increase in recognised provisions during 2025 was driven by the

reassessment of estimates, net of the impact of agreement of a number of open issues with tax authorities in various jurisdictions.

Whilst the ultimate liability for such matters may vary from the amounts provided and is dependent upon the outcome of

agreements with the relevant tax authorities, or litigation where appropriate, the Group continues to consider that it has made

appropriate provision for periods which are open and not yet agreed by the tax authorities.

A provision for deferred tax liabilities of £178 million as at 31 December 2025 (2024: £159 million) has been made in respect of

taxation that would be payable on the remittance of profits by certain overseas subsidiaries. Whilst the aggregate amount of

unremitted profits at the balance sheet date was approximately £18 billion (2024: £18 billion), the majority of these unremitted

profits would not be subject to tax (including withholding tax) on repatriation, as UK legislation relating to company distributions

provides for exemption from tax for most overseas profits, subject to certain exceptions. Deferred tax is not provided on temporary

differences of £739 million (2024: £696 million) arising on unremitted profits as management has the ability to control any future

reversal and does not consider such a reversal to be probable.

211

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|  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |
| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Notes to the financial statements continued  14. Taxation continued | | | | | | | | | | | |

Movement in deferred tax assets and liabilities

|  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |
|  | Accelerated  capital  allowances  £m | Intangible  assets  £m | Contingent  consideration  £m | Intra-  Group  profit  £m | Pensions &  other post  employment  benefits  £m | Tax  losses  £m | Share  option  and award  schemes  £m | Other  net  temporary  differences  £m | Total |
| At 1 January 2024 | 26 | (676) | 921 | 1,252 | 571 | 1,994 | 74 | 1,576 | 5,738 |
| Exchange adjustments | 9 | (37) | 2 | (10) | (5) | – | – | 11 | (30) |
| Credit/(charge) to income statement | 97 | 197 | 50 | 32 | (103) | 455 | (8) | 306 | 1,026 |
| Credit/(charge) to statement of comprehensive  income | – | – | – | – | (122) | – | – | 22 | (100) |
| Acquisitions/disposals | – | (190) | – | – | – | – | – | – | (190) |
| R&D credits utilisation | – | – | – | – | – | – | – | (69) | (69) |
| At 31 December 2024 | 132 | (706) | 973 | 1,274 | 341 | 2,449 | 66 | 1,846 | 6,375 |
| Exchange adjustments | (5) | 111 | (1) | (56) | (8) | (1) | (3) | (116) | (79) |
| Credit/(charge) to income statement | 77 | 50 | (90) | (292) | (50) | 493 | 3 | 92 | 283 |
| Credit/(charge) to statement of comprehensive  income | – | – | – | – | (28) | – | 17 | (6) | (17) |
| Acquisitions/disposals | 5 | (417) | – | – | 14 | 67 | – | 10 | (321) |
| Transfer of assets held for sale/distribution | 18 | 7 | – | – | – | – | – | (37) | (12) |
| At 31 December 2025 | 227 | (955) | 882 | 926 | 269 | 3,008 | 83 | 1,789 | 6,229 |

Deferred tax liabilities in relation to intangible assets predominantly relate to temporary differences arising as a result of historic

business combinations. Acquisitions within the year predominantly relate to IDRx, Inc. and BP Asset IX, Inc. (see Note 40,

'Acquisitions and disposals').

The Group continues to recognise deferred tax assets on future obligations in respect of contingent consideration amounts payable

to minority shareholders. These payments are tax deductible at the point in time at which payment is made.

A deferred tax asset is recognised on intra-Group profits arising on inter-company inventory which are eliminated within the

consolidated accounts. As intra-Group profits are not eliminated from the individual entities’ tax returns a temporary difference

arises that will reverse at the point in time inventory is sold externally.

The deferred tax asset of £3,008 million (2024 : £2,449 million) recognised on tax losses relates to trading losses. Such deferred tax

assets are only recognised to the extent Group long-range forecasts indicate sufficient future taxable profits will be available to

utilise such assets (forecast by around 2030). Other net temporary differences included accrued expenses for which a tax deduction

is only available on a paid basis. The Group has adopted the mandatory temporary exception to the recognition and disclosure of

deferred taxes arising from the jurisdictional implementation of the Pillar Two model rules, as required under IAS 12.

Deferred tax asset and liabilities are recognised on the balance sheet as follows:

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | 2025  £m | 2024  £m |
| Deferred tax assets | 6,520 | 6,757 |
| Deferred tax liabilities | (291) | (382) |
|  | 6,229 | 6,375 |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  |  | 2025 |  | 2024 |
| Unrecognised tax losses and attributes | Tax losses  £m | Unrecognised  deferred tax  asset  £m | Tax losses  £m | Unrecognised  deferred tax  asset  £m |
| Trading losses and attributes expiring: |  |  |  |  |
| Within 10 years | 1,625 | 154 | 1,034 | 145 |
| More than 10 years | 1,150 | 66 | 1,598 | 84 |
| Available indefinitely | 241 | 50 | 693 | 161 |
| At 31 December | 3,016 | 270 | 3,325 | 390 |
|  |  |  |  |  |
| Capital losses expiring: |  |  |  |  |
| Available indefinitely | 2,250 | 564 | 2,253 | 565 |
| At 31 December | 2,250 | 564 | 2,253 | 565 |

Deferred tax assets are only recognised where it is probable that future taxable profit will be available to utilise losses.

212

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|  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |
| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Notes to the financial statements continued | | | | | | | | | | | |

|  |
| --- |
|  |
| 15. Earnings per share |

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  | 2025  pence | 2024  pence | 2023  pence |
| Basic earnings per share | 141.1 | 63.2 | 121.6 |
| Diluted earnings per share | 138.8 | 62.2 | 119.9 |

Basic earnings per share has been calculated by dividing the profit attributable to shareholders by the weighted average number of

shares in issue during the period after deducting shares held by the ESOP Trusts for the future exercise of share options and share

awards and Treasury shares, including shares acquired in the share buyback programme. The trustees have waived their rights to

cash dividends on the GSK shares held by the ESOP Trusts.

Diluted earnings per share has been calculated after adjusting the weighted average number of shares used in the basic

calculation to assume the conversion of all potentially dilutive shares. A potentially dilutive share forms part of the employee share

schemes where its exercise price is below the average market price of GSK shares during the period and any performance

conditions attaching to the scheme have been met at the balance sheet date.

The numbers of shares used in calculating basic and diluted earnings per share are reconciled below:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| Weighted average number of shares in issue | 2025  millions | 2024  millions | 2023  millions |
| Basic | 4,051 | 4,077 | 4,052 |
| Dilution for share options and awards | 66 | 65 | 59 |
| Diluted | 4,117 | 4,142 | 4,111 |

|  |
| --- |
|  |
| 16. Dividends |

|  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |
|  |  |  | 2025 |  |  | 2024 |  |  | 2023 |
|  | Paid/payable | Dividend  per share  (pence) | Total  dividend  £m | Paid | Dividend  per share  (pence) | Total  dividend  £m | Paid | Dividend  per share  (pence) | Total  dividend  £m |
| First interim | 10 July 2025 | 16.00 | 650 | 11 July 2024 | 15.00 | 612 | 13 July 2023 | 14.00 | 567 |
| Second interim | 9 October 2025 | 16.00 | 646 | 10 October 2024 | 15.00 | 612 | 12 October 2023 | 14.00 | 568 |
| Third interim | 8 January 2026 | 16.00 | 643 | 9 January 2025 | 15.00 | 612 | 11 January 2024 | 14.00 | 568 |
| Fourth interim | 9 April 2026 | 18.00 | 722 | 10 April 2025 | 16.00 | 656\* | 11 April 2024 | 16.00 | 652\*\* |
| Total |  | 66.00 | 2,661 |  | 61.00 | 2,492 |  | 58.00 | 2,355 |

\*The estimate for the fourth interim dividend for 2024 disclosed in the 2024 Annual Report was £653 million, £3 million less than the dividend that was

ultimately paid.

\*\*The estimate for the fourth interim dividend for 2023 disclosed in the 2023 Annual Report was £649 million, £3 million less than the dividend that was

ultimately paid.

Under IFRS Accounting Standards, interim dividends are only recognised in the financial statements when paid and not when

declared. GSK normally pays a dividend two quarters after the quarter to which it relates and one quarter after it is declared. The

2025 financial statements recognise those dividends paid in 2025, namely the third and fourth interim dividends for 2024, and the

first and second interim dividends for 2025.

The amounts recognised in each year were as follows:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  | 2025  £m | 2024  £m | 2023  £m |
| Cash dividends to shareholders | 2,564 | 2,444 | 2,247 |

213

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|  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |
| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Notes to the financial statements continued | | | | | | | | | | | |

|  |
| --- |
|  |
| 17. Property, plant and equipment |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  | Land and  buildings  £m | Plant,  equipment  and vehicles  £m | Assets in  construction  £m | Total  £m |
| Cost at 1 January 2024 | 6,455 | 10,704 | 2,120 | 19,279 |
| Exchange adjustments | (141) | (233) | (51) | (425) |
| Additions | 42 | 166 | 1,185 | 1,393 |
| Capitalised borrowing costs | – | – | 20 | 20 |
| Disposals and write-offs | (144) | (381) | (5) | (530) |
| Reclassifications | 179 | 762 | (949) | (8) |
| Transfer to assets held for sale | (16) | (3) | – | (19) |
| Cost at 31 December 2024 | 6,375 | 11,015 | 2,320 | 19,710 |
| Exchange adjustments | 26 | 99 | 25 | 150 |
| Additions | 7 | 132 | 1,234 | 1,373 |
| Capitalised borrowing costs | – | – | 15 | 15 |
| Disposals and write-offs | (36) | (485) | (26) | (547) |
| Reclassifications | (26) | 1,027 | (1,027) | (26) |
| Transfer to assets held for sale | (189) | (242) | (30) | (461) |
| Cost at 31 December 2025 | 6,157 | 11,546 | 2,511 | 20,214 |
|  |  |  |  |  |
| Depreciation at 1 January 2024 | (3,323) | (6,311) | – | (9,634) |
| Exchange adjustments | 76 | 139 | – | 215 |
| Charge for the year | (211) | (675) | – | (886) |
| Disposals and write-offs | 121 | 325 | – | 446 |
| Transfer to assets held for sale | 14 | 2 | – | 16 |
| Reclassifications | (27) | 26 | – | (1) |
| Depreciation at 31 December 2024 | (3,350) | (6,494) | – | (9,844) |
| Exchange adjustments | (16) | (56) | – | (72) |
| Charge for the year | (195) | (655) | – | (850) |
| Disposals and write-offs | 19 | 406 | – | 425 |
| Transfer to assets held for sale | 100 | 112 | – | 212 |
| Reclassifications | 157 | (175) | – | (18) |
| Depreciation at 31 December 2025 | (3,285) | (6,862) | – | (10,147) |
|  |  |  |  |  |
| Impairment at 1 January 2024 | (237) | (360) | (28) | (625) |
| Exchange adjustments | 3 | 5 | 1 | 9 |
| Disposals and write-offs | 22 | 55 | 3 | 80 |
| Impairment losses | (27) | (84) | (5) | (116) |
| Reversal of impairments | 4 | 23 | 1 | 28 |
| Reclassifications | (24) | (13) | 22 | (15) |
| Impairment at 31 December 2024 | (259) | (374) | (6) | (639) |
| Exchange adjustments | (4) | (6) | – | (10) |
| Disposals and write-offs | 21 | 74 | 26 | 121 |
| Impairment losses | (81) | (102) | (25) | (208) |
| Reversal of impairments | (1) | 16 | – | 15 |
| Transfer to assets held for sale | 5 | 2 | – | 7 |
| Reclassifications | (10) | (23) | 2 | (31) |
| Impairment at 31 December 2025 | (329) | (413) | (3) | (745) |
| Total accumulated depreciation and impairment at 31 December 2024 | (3,609) | (6,868) | (6) | (10,483) |
| Total accumulated depreciation and impairment at 31 December 2025 | (3,614) | (7,275) | (3) | (10,892) |
| Net book value at 1 January 2024 | 2,895 | 4,033 | 2,092 | 9,020 |
| Net book value at 31 December 2024 | 2,766 | 4,147 | 2,314 | 9,227 |
| Net book value at 31 December 2025 | 2,543 | 4,271 | 2,508 | 9,322 |

214

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |
| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Notes to the financial statements continued  17. Property, plant and equipment continued | | | | | | | | | | | |

The weighted average interest rate for capitalised borrowing costs in the year was  4%  ( 2024: 4%). Disposals and write-offs in the

year included a number of assets with nil  net book value that are no longer in use in the business.

The impairment losses principally arose from decisions to rationalise facilities and were calculated based on fair value less costs of

disposal. The fair value less costs of disposal valuation methodology uses significant inputs which are not based on observable

market data, and therefore this valuation technique is classified as Level 3 of the fair value hierarchy. These calculations determine

the net present value of the projected risk-adjusted, post-tax cash flows of the relevant asset or cash generating unit, applying a

discount rate of the Group post-tax weighted average cost of capital (WACC) of 7.5% (2024: 7.5% ), adjusted where appropriate for

specific segment, country and currency risk.

Assets that continue to be used by the Group are generally assessed as part of their associated cash generating unit on a value in

use basis. For value in use calculations, the post-tax cash flows do not include the impact of future uncommitted restructuring plans

or improvements. Where an impairment is indicated and a pre-tax cash flow calculation is expected to give a materially different

result, the test would be reperformed using pre-tax cash flows and a pre-tax discount rate. The Group WACC is equivalent to a pre-

tax discount rate of approximately 9% ( 2024: 9%).

Net impairment losses have been charged to cost of sales: £125 million (2024: £62 million), R&D: £22 million (2024: £15 million) and

SG&A: £46 million (2024: £11 million), This included reversal of impairments of £3 million (2024: £10 million) arising from the Major

restructuring programmes.

Reversal of impairments arose from subsequent reviews of the impaired assets where the conditions which gave rise to the original

impairments were deemed no longer to apply. £13 million (2024: £15 million) of the impairment reversal has been credited to cost of

sales and £2 million (2024: £13 million) of the impairment reversal has been credited to SG&A.

During 2025, £78 million (2024: £65 million) of computer software was reclassified from assets in construction to intangible assets on

becoming ready for use.

The Group has evaluated both the qualitative and quantitative effects of climate-related risks on the recoverable amounts of assets

and has determined that there are no material impairments. As of 31 December 2025, £152 million (2024: £97 million) has been

capitalised in property, plant and equipment regarding the transition to a lower-carbon propellant.

|  |
| --- |
|  |
| 18. Right of use assets |

The table below provides information about the Group's right of use assets:

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  | Land and  buildings  £m | Plant and  equipment  £m | Vehicles  £m | Total  £m |
| Net book value at 1 January 2024 | 751 | 4 | 182 | 937 |
| Exchange adjustments | (5) | – | (4) | (9) |
| Additions | 107 | 6 | 117 | 230 |
| Depreciation | (126) | (2) | (83) | (211) |
| Disposals | (92) | – | (10) | (102) |
| Net impairment reversals | 1 | – | – | 1 |
| Net book value at 31 December 2024 | 636 | 8 | 202 | 846 |
| Exchange adjustments | (17) | – | – | (17) |
| Additions | 81 | 1 | 99 | 181 |
| Depreciation | (113) | (3) | (90) | (206) |
| Disposals | (23) | – | (22) | (45) |
| Net impairment loss | (17) | – | – | (17) |
| Transfer to assets held for sale | (16) | – | – | (16) |
| Net book value at 31 December 2025 | 531 | 6 | 189 | 726 |

Commitments for future payments related to leases not yet commenced but which we have committed to, leases of low-value

assets and leases which are less than 12 months are not material.

An analysis of lease liabilities is set out in Note 29, ‘Net debt’.

215

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|  |  |  |  |  |  |  |  |  |  |  |  |
| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Notes to the financial statements continued | | | | | | | | | | | |

|  |
| --- |
|  |
| 19. Goodwill |

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | 2025  £m | 2024  £m |
| Cost at 1 January | 6,982 | 6,811 |
| Exchange adjustments | (276) | (39) |
| Additions through business combinations (Note 40) | 342 | 210 |
| Transfer to assets held for sale | (30) | – |
| Cost at 31 December | 7,018 | 6,982 |
| Net book value at 1 January | 6,982 | 6,811 |
| Net book value at 31 December | 7,018 | 6,982 |

All goodwill is allocated to the Group’s segments as follows:

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | 2025  £m | 2024  £m |
| Commercial Operations | 6,091 | 6,076 |
| Research and Development | 927 | 906 |
| Net book value at 31 December | 7,018 | 6,982 |

The recoverable amounts of the cash generating units are assessed using a fair value less costs of disposal model. Fair value less

costs of disposal is calculated using a discounted cash flow approach, with a post-tax discount rate applied to the projected risk-

adjusted post-tax cash flows and terminal value.

The discount rate used is based on the Group WACC of 7.5% (2024 : 7.5%), as most cash generating units have integrated

operations across large parts of the Group. The discount rate is adjusted where appropriate for specific segment, country and

currency risks. The valuation methodology uses significant inputs which are not based on observable market data, therefore this

valuation technique is classified as Level 3 in the fair value hierarchy.

The Total R&D segment is evaluated on an arm's length pricing model, see assumptions below.

Details relating to the discounted cash flow models used in the impairment tests are as follows:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| Valuation basis | Fair value less costs of disposal |  |  |
| Key assumptions | Sales growth rates  Profit margins  Terminal growth rate  Discount rate  Taxation rate |  |  |
| Determination of assumptions | Growth rates are internal forecasts based on both internal and external market information.  Margins reflect past experience, adjusted for expected changes.  Terminal growth rates based on management’s estimate of future long-term average growth rates.  Discount rates based on Group WACC, adjusted where appropriate.  Taxation rates based on appropriate rates for each jurisdiction. | | |
| Period of specific projected cash flows | Five years |  |  |
| Terminal growth rate and discount rate |  | Terminal growth rate | Discount rate |
|  | 2025 |  |  |
|  | Commercial Operations | 1% p.a. | 7.5% p.a. |
|  | Research and Development | 1% p.a. | 7.5% p.a. |
|  | 2024 |  |  |
|  | Commercial Operations | 1% p.a. | 7.5% p.a. |
|  | Research and Development | 1% p.a. | 7.5% p.a. |

The terminal growth rate does not exceed the long-term projected growth rates for relevant markets, reflects the impact of future

generic competition and takes account of new product launches. Goodwill is monitored for impairment at the segmental level and

the valuations indicated sufficient headroom such that a reasonably possible change to key assumptions is unlikely to result in an

impairment of the related goodwill.

The Group has assessed the qualitative and quantitative impact of climate-related risks on asset recoverable amounts and

concluded that there are no material impairments.

216

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |
| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Notes to the financial statements continued | | | | | | | | | | | |

|  |
| --- |
|  |
| 20. Other intangible assets |

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  | Computer  software  £m | Licences, patents,  amortised brands  £m | Total  £m |
| Cost at 1 January 2024 | 1,984 | 27,363 | 29,347 |
| Exchange adjustments | (8) | (176) | (184) |
| Capitalised development costs | – | 246 | 246 |
| Additions through business combinations | – | 913 | 913 |
| Other additions | 166 | 1,270 | 1,436 |
| Disposals and asset write-offs | (39) | (140) | (179) |
| Reclassifications | 65 | (5) | 60 |
| Cost at 31 December 2024 | 2,168 | 29,471 | 31,639 |
| Exchange adjustments | (20) | (475) | (495) |
| Capitalised development costs | – | 323 | 323 |
| Additions through business combinations | – | 1,985 | 1,985 |
| Other additions | 195 | 1,086 | 1,281 |
| Disposals and asset write-offs | (117) | (953) | (1,070) |
| Other movements (1) | – | (4,534) | (4,534) |
| Transfer to Assets Held for Sale | (12) | – | (12) |
| Reclassifications | 78 | 7 | 85 |
| Cost at 31 December 2025 | 2,292 | 26,910 | 29,202 |
|  |  |  |  |
| Amortisation at 1 January 2024 | (1,307) | (10,007) | (11,314) |
| Exchange adjustments | 7 | 83 | 90 |
| Charge for the year | (211) | (1,243) | (1,454) |
| Disposals and asset write-offs | 33 | 47 | 80 |
| Reclassifications | (1) | (13) | (14) |
| Amortisation at 31 December 2024 | (1,479) | (11,133) | (12,612) |
| Exchange adjustments | 11 | 106 | 117 |
| Charge for the year | (220) | (1,038) | (1,258) |
| Disposals and asset write-offs | 106 | 209 | 315 |
| Other movements (1) | – | 2,008 | 2,008 |
| Transfer to Assets Held for Sale | 6 | – | 6 |
| Reclassifications | (2) | 14 | 12 |
| Amortisation at 31 December 2025 | (1,578) | (9,834) | (11,412) |
|  |  |  |  |
| Impairment at 1 January 2024 | (75) | (3,190) | (3,265) |
| Exchange adjustments | (1) | 4 | 3 |
| Impairment losses | (6) | (314) | (320) |
| Reversal of impairments | 3 | – | 3 |
| Disposals and asset write-offs | 5 | 84 | 89 |
| Reclassifications | (36) | 14 | (22) |
| Impairment at 31 December 2024 | (110) | (3,402) | (3,512) |
| Exchange adjustments | 1 | 99 | 100 |
| Impairment losses | (8) | (880) | (888) |
| Reversal of impairments | – | – | – |
| Disposals and asset write-offs | 10 | 744 | 754 |
| Other movements (1) | – | 2,526 | 2,526 |
| Reclassifications | – | (22) | (22) |
| Impairment at 31 December 2025 | (107) | (935) | (1,042) |
|  |  |  |  |
| Total accumulated amortisation and impairment at 31 December 2024 | (1,589) | (14,535) | (16,124) |
| Total accumulated amortisation and impairment at 31 December 2025 | (1,685) | (10,769) | (12,454) |
| Net book value at 1 January 2024 | 602 | 14,166 | 14,768 |
| Net book value at 31 December 2024 | 579 | 14,936 | 15,515 |
| Net book value at 31 December 2025 | 607 | 16,141 | 16,748 |

(1) Other movements reflected the derecognition of historical intangible assets with a £nil net book value that are either no longer in use or for which the Group

no longer holds the rights.

The weighted average interest rate for capitalised borrowing costs in the year was 4% (2024:  4% ).

The net book value of computer software included   £197 million ( 2024: £231 million) of internally generated costs.

217

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|  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |
| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Notes to the financial statements continued  20. Other intangible assets continued | | | | | | | | | | | |

The carrying amount at 31 December 2025 of intangible assets after which impairments have been charged in the year was

£102 million (2024: £427 million), resulting from the appraisal of GSK’s assumptions and programme updates related to in-licences

and collaboration agreements. The carrying amount at 31 December 2025  of intangible assets, after which impairment reversals

have been charged in the year, was  £nil ( 2024 : £nil).

The impairment charge includes £471m related to the full impairment of the belrestotug development programme (anti-TIGIT mAb)

due to its termination. There was no other individual intangible asset that accounted for a material impairment.

The patent expiry dates of the Group’s most significant assets, where relevant, are set out on pages [287](#ia0478a7d9608435797b09f6fdeba7f82_571) to  [288](#id9efebf693784010bc3d7a7055a20f50_0-0-1-1-1034547). Please refer to Note

2, 'Accounting principles and policies' for the Group’s accounting policy and estimate of the useful life for intangible assets.

Amortisation and impairment losses net of reversals have been charged in the income statement as follows:

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  | Amortisation | | Net impairment losses | |
|  | 2025  £m | 2024  £m | 2025  £m | 2024  £m |
| Cost of sales | 757 | 982 | 22 | – |
| Selling, general and administration | 73 | 84 | 8 | 6 |
| Research and development | 428 | 388 | 858 | 311 |
|  | 1,258 | 1,454 | 888 | 317 |

Licences, patents and amortised brands include a large number of acquired licences, patents, know-how agreements and

marketing rights, which are either marketed or in use, or still in development. Note 40, ‘Acquisitions and disposals’ gives details of

additions through business combinations in the year. The carrying amounts of the individual largest items are as follows:

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | 2025  £m | 2024  £m |
| Tesaro Assets | 2,119 | 2,350 |
| Meningitis Portfolio Assets | 1,445 | 1,473 |
| Bellus Health Assets (Camlipixant) | 1,438 | 1,438 |
| Affinivax Assets | 1,353 | 1,452 |
| Sierra Oncology Assets (Momelotinib) | 1,252 | 1,408 |
| BP Asset IX Assets | 1,107 | – |
| Dolutegravir (including Cabotegravir) | 873 | 967 |
| Aiolos Assets | 826 | 887 |
| IDRx Assets | 826 | – |
| CureVac Assets | 601 | 535 |
| Hengrui Pharma Assets | 373 | – |
| Alector Assets | 371 | 371 |
| Hansoh Pharma Assets | 326 | 247 |
| Shingrix | 282 | 277 |
| Benlysta | 238 | 298 |
| Iteos Assets | – | 471 |
| Others | 2,711 | 2,762 |
| Total | 16,141 | 14,936 |

On 21 February 2025, GSK completed the acquisition of IDRx, Inc. This acquisition includes lead molecule IDRX-42.

On 7 July 2025, GSK completed the acquisition of BP Asset IX, Inc. The main asset acquired is efimosfermin alfa.

During 2025, GSK entered into an agreement with Hengrui Pharma to develop up to 12 medicines in Respiratory Immunology &

Inflammation (RI&I) and Oncology, including a  licence for potential best-in-class PDE3/4 inhibitor in clinical development for

treatment of COPD.

The Group has evaluated both the qualitative and quantitative effects of climate-related risks on the recoverable amounts of assets

and has determined that there are no material impairments.

218

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|  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |
| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Notes to the financial statements continued | | | | | | | | | | | |

|  |
| --- |
|  |
| 21. Investments in associates and joint ventures |

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
|  | Associates  £m | Joint  ventures  £m | 2025  Total  £m | Associates  £m | Joint  ventures  £m | 2024  Total  £m |
| 1 January | 96 | – | 96 | 55 | – | 55 |
| Exchange adjustments | 3 | – | 3 | (3) | – | (3) |
| Additions | – | – | – | 43 | – | 43 |
| Disposals | – | – | – | (2) | – | (2) |
| Distributions received | (67) | – | (67) | (15) | – | (15) |
| Net fair value movements through other comprehensive income | 56 | – | 56 | 21 | – | 21 |
| Profit/(loss) after tax recognised in the consolidated income  statement | 1 | – | 1 | (3) | – | (3) |
| 31 December | 89 | – | 89 | 96 | – | 96 |

Please  refer to the income statement information in Note 13, 'Associates and joint ventures'.

|  |
| --- |
|  |
| 22. Other investments |

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
| Non-current | Investments  designated as  measured at  FVTOCI  £m | Investments  measured at  FVTPL  £m | 2025  Total  £m | Investments  designated as  measured at  FVTOCI  £m | Investments  measured at  FVTPL  £m | 2024  Total  £m |
| 1 January | 843 | 257 | 1,100 | 931 | 206 | 1,137 |
| Exchange adjustments | (73) | (17) | (90) | 4 | 4 | 8 |
| Additions | 97 | 56 | 153 | 70 | 38 | 108 |
| Net fair value movements through OCI | 157 | – | 157 | (107) | – | (107) |
| Net fair value movements through profit or loss | – | (27) | (27) | – | 29 | 29 |
| Disposals | (236) | (20) | (256) | (55) | (20) | (75) |
| 31 December | 788 | 249 | 1,037 | 843 | 257 | 1,100 |

Non-current other investments comprise non-current equity investments which are recorded at fair value at each balance sheet

date. For investments traded in an active market, the fair value is determined by reference to the relevant stock exchange quoted

bid price. For other investments, the fair value is estimated by management with reference to relevant available information,

including the current market value of similar instruments, recent financing rounds and discounted cash flows of the underlying net

assets. Other investments include listed investments of £592 million (2024: £646 million).

GSK has elected to designate the majority of its equity investments as measured at fair value through other comprehensive income.

The most significant of these investments held at 31 December 2025 were in Wave Life Sciences Ltd, which had a fair value at

31 December 2025 of £231 million ( 2024: £165 million) and Crispr Therapeutics AG which had a fair value at 31 December 2025 of

£126 million (2024 :  £101 million). The other investments include equity stakes in companies with which GSK has research

collaborations and in companies which provide access to biotechnology developments of potential interest.

On disposal of equity investments measured at FVTOCI, the accumulated fair value movements are reclassified from the fair value

reserve to retained earnings. Investments measured at FVTOCI with a fair value of  £236 million (2024: £55 million) were disposed of

during the year. The cumulative loss on these investments after tax was £66 million (2024: profit of £14 million ).

Certain other investments, such as investments in funds with limited lives and investments acquired with an intention to sell, are

measured at fair value through profit or loss. The most significant of these investments held at 31 December 2025 was SR One

Capital Fund I-B, LP which had a fair value at 31 December 2025 of £120 million (2024: £135 million).

219

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|  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |
| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Notes to the financial statements continued | | | | | | | | | | | |

|  |
| --- |
|  |
| 23. Other non-current assets |

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | 2025  £m | 2024  £m |
| Amounts receivable under insurance contracts | 953 | 957 |
| Pension schemes in surplus (Note 30) | 1,115 | 898 |
| Other receivables | 80 | 87 |
|  | 2,148 | 1,942 |

Amounts receivable under insurance contracts are held at cash surrender value with movements through profit or loss.

Within the other receivables of £80 million (2024: £87 million), £16 million (2024: £36 million) is classified as financial assets of which

£14 million (2024: £31 million) is classified as fair value through profit or loss. On the remaining balance of £2 million

(2024 :  £5 million), the expected credit loss allowance was immaterial at  31 December 2025 and 2024.

Other receivables include £10 million relating to nature-based carbon credits projects ( 2024: £7 million).

|  |
| --- |
|  |
| 24. Inventories |

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | 2025  £m | 2024  £m |
| Raw materials and consumables | 608 | 1,361 |
| Work in progress | 3,699 | 2,683 |
| Finished goods | 1,617 | 1,625 |
|  | 5,924 | 5,669 |

The Group has evaluated both the qualitative and quantitative effects of climate-related risks on the recoverable amounts of

inventories, in particular in relation to the metered dose inhaler (MDI), and has determined that there is no material impact.

|  |
| --- |
|  |
| 25. Trade and other receivables |

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | 2025  £m | 2024  £m |
| Trade receivables, net of loss allowance | 5,913 | 5,563 |
| Accrued income | 13 | 18 |
| Prepayments | 385 | 390 |
| Interest receivable | 2 | 1 |
| Employee loans and advances | 11 | 7 |
| Other receivables | 1,147 | 857 |
|  | 7,471 | 6,836 |

There were no trade or other receivable balances (2024:  £nil) due from associates and joint ventures. The most significant

component of other receivables comprises receivables for indirect and other taxes of £511 million (2024 : £447 million). The other

significant balance within other receivables is royalties receivable of £217 million (2024:  £164 million).

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Trade receivables loss allowance | 2025  £m | 2024  £m |
| 1 January | 99 | 85 |
| Exchange adjustments | – | (2) |
| Charge for the year | 49 | 34 |
| Transfer to assets held for sale | – | (1) |
| Subsequent recoveries of amounts provided for | (65) | (12) |
| Utilised | (8) | (5) |
| At 31 December | 75 | 99 |

Of the total trade receivables balance, £13 million (2024: £13 million) is considered credit impaired, against which a £4 million  (2024:

£5 million) expected credit loss allowance has been applied. No amount was purchased or originated credit impaired.

220

|  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |
| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Notes to the financial statements continued  25. Trade and other receivables continued | | | | | | | | | | | |

Within the other receivables of £1,147 million (2024: £857 million), £554 million (2024: £360 million) is classified as financial assets of

which £15 million (2024: £2 million) is classified as held at fair value through profit or loss. At  31 December 2025 , an expected credit

loss allowance of £11 million (2024 :  £9 million ) was recognised in respect of financial assets, with a release in expected credit loss

allowance of £2 million (2024: £6 million) reported in profit or loss during the year.

For more discussion on credit risk practices, please refer to Note 43, 'Financial instruments and related disclosures'.

|  |
| --- |
|  |
| 26. Cash and cash equivalents |

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | 2025  £m | 2024  £m |
| Cash at bank and in hand | 761 | 943 |
| Cash equivalents | 2,636 | 2,927 |
|  | 3,397 | 3,870 |

Cash and cash equivalents included £247 million (2024: £177 million) not available for general use due to restrictions applicable in

the subsidiaries where it is held. Restrictions include exchange controls and taxes on repatriation.

|  |
| --- |
|  |
| 27. Assets and liabilities held for sale |

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | 2025  £m | 2024  £m |
| Goodwill | 30 | – |
| Property, plant and equipment | 239 | 3 |
| Other assets | 31 | – |
| Assets held for sale | 300 | 3 |
|  |  |  |
| Lease liabilities | (139) | – |
| Liabilities relating to assets held for sale | (139) | – |

Non-current assets, liabilities and disposal groups are classified as assets held for sale and liabilities relating to assets held for sale

when it is expected that their carrying amounts will be recovered principally through disposal and a sale is considered highly

probable. They are held at the lower of carrying amount and fair value less costs to sell.

Assets held for sale and liabilities relating to assets held for sale primarily related to the disposal group arising from GSK's definitive

agreement with Samsung Biologics for the sale of 100% of its equity investment in Human Genome Sciences, announced in

December 2025. The disposal group principally including the Rockville site, and completion of the transaction is anticipated toward

the end of Q1 2026. See Note 40, ‘Acquisitions and disposals’.

221

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |
| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Notes to the financial statements continued | | | | | | | | | | | |

|  |
| --- |
|  |
| 28. Trade and other payables |

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | 2025  £m | 2024  £m |
| Trade payables | 3,535 | 3,462 |
| Wages and salaries | 1,513 | 1,465 |
| Social security | 138 | 125 |
| ViiV Healthcare put option | 822 | 915 |
| Other payables | 438 | 420 |
| Deferred income | 153 | 171 |
| Customer return and rebate accruals and payables | 6,450 | 6,486 |
| Other accruals | 2,332 | 2,291 |
|  | 15,381 | 15,335 |

Trade and other payables include £nil  (2024: £nil) due to associates and joint ventures. The Group provides limited supplier financing

arrangements to certain suppliers. The amounts involved at 31 December 2025  were not material.

Revenue recognised in the year that was included in deferred income at 1 January 2025 was £127 million (2024: £176 million).

Customer rebate and return accruals and payables primarily comprise accruals that are provided for  by the Group at the point of sale

in respect of estimated rebates, discounts or allowances payable to customers. For more information refer to the Group financial

review on page [106](#ia0478a7d9608435797b09f6fdeba7f82_244). At 31 December 2025, customer rebate and return accruals and payables included £4,891 million  (2024 : £5,235

million ) in respect of US Commercial Operations. Accruals are made at the time of sale but the actual amounts paid are based on

claims made some time after the initial recognition of the sale. As the accruals are estimated, they may not fully reflect the final

outcome and are subject to change dependent upon, amongst other things, the types of buying group and product sales mix. The

level of accrual is reviewed and adjusted quarterly in light of historical experience of actual amounts paid and any changes in

arrangements. Future events could cause the assumptions on which the accruals are based to change, which could affect the future

results of the Group. Customer return and rebate accruals and payables also includes an immaterial payables balance, where claims

have been processed but not yet paid. The estimation uncertainty described above does not apply to the payables balance.

At 31 December 2025, Pfizer’s put option over its shareholding in ViiV Healthcare was exercisable. While the option is exercisable, Pfizer

may request an IPO of ViiV Healthcare at any time and if either GSK does not consent to such IPO or an offering is not completed within

nine months, Pfizer could require GSK to acquire its shareholding. The amount of the liability for this put option, which is carried at

amortised cost and is held on the gross redemption basis, is derived from an internal valuation of the ViiV Healthcare business, utilising a

discounted forecast future cash flow methodology. On 19 January 2026, GSK reached agreement with Pfizer and Shionogi for the 11.7%

economic interest in ViiV Healthcare currently held by Pfizer to be replaced with an investment by Shionogi. Completion of the transaction

is subject to certain regulatory clearances in relevant markets and is expected to occur during Q1 2026. On completion, GSK will extinguish

the Pfizer put option liability through retained earnings. See Note 47, ‘Post balance sheet events’ for further information.

The table below shows on an indicative basis the income statement and balance sheet sensitivity of the Pfizer put option to

reasonably possible changes in key assumptions, as at 31 December 2025.

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Increase/(decrease) in financial liability and loss/(gain) in income statement | 2025  £m | 2024  £m |
| 10% increase in sales forecasts\* | 88 | 92 |
| 15% increase in sales forecasts\* | 132 | 139 |
| 10% decrease in sales forecasts\* | (87) | (92) |
| 15% decrease in sales forecast\* | (131) | (138) |
| 1% (100 basis points) increase in discount rate | (16) | (22) |
| 1.50% (150 basis points) increase in discount rate | (24) | (32) |
| 1% (100 basis points) decrease in discount rate | 18 | 23 |
| 1.50% (150 basis points) decrease in discount rate | 27 | 34 |
| 10 cent appreciation of US Dollar | 56 | 62 |
| 15 cent appreciation of US Dollar | 86 | 97 |
| 10 cent depreciation of US Dollar | (47) | (53) |
| 15 cent depreciation of US Dollar | (68) | (76) |
| 10 cent appreciation of Euro | 18 | 20 |
| 15 cent appreciation of Euro | 28 | 31 |
| 10 cent depreciation of Euro | (14) | (17) |
| 15 cent depreciation of Euro | (21) | (24) |

\*The sales forecast is for ViiV Healthcare sales only in respect of the ViiV Healthcare put option.

An explanation of the accounting for ViiV Healthcare is set out on page [86](#ib223b6a734e44aa5ae512482c7fbeea0_45690).

Other accruals includes interest accrued on financial liabilities at amortised cost of £161 million (2024: £162 million).

222

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |
| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Notes to the financial statements continued | | | | | | | | | | | |

|  |
| --- |
|  |
| 29. Net debt |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  | Listing exchange |  | 2025  £m | 2024  £m |
| Current assets: |  |  |  |  |
| Liquid investments |  |  | 9 | 21 |
| Cash and cash equivalents |  |  | 3,397 | 3,870 |
|  |  |  | 3,406 | 3,891 |
| Short-term borrowings: |  |  |  |  |
| Commercial paper |  |  | (1,078) | – |
| Bank loans, overdrafts and other |  |  | (314) | (762) |
| 4.000% € Euro Medium Term Note 2025 | London Stock Exchange |  | – | (622) |
| 3.625% US$ US Medium Term Note 2025 | New York Stock Exchange |  | – | (797) |
| 1.250% € Euro Medium Term Note 2026 | London Stock Exchange |  | (873) | – |
| 1.000% € Euro Medium Term Note 2026 | London Stock Exchange |  | (610) | – |
| Lease liabilities |  |  | (137) | (168) |
|  |  |  | (3,012) | (2,349) |
| Long-term borrowings: |  |  |  |  |
| 1.250% € Euro Medium Term Note 2026 | London Stock Exchange |  | – | (829) |
| 1.000% € Euro Medium Term Note 2026 | London Stock Exchange |  | – | (581) |
| 4.315% US$ US Medium Term Note 2027 | New York Stock Exchange |  | (297) | – |
| SOFR + 0.500% US$ US Medium Term Note 2027 | New York Stock Exchange |  | (445) | – |
| 3.000% € Euro Medium Term Note 2027 | London Stock Exchange |  | (436) | (414) |
| 3.375% £ Euro Medium Term Note 2027 | London Stock Exchange |  | (307) | (307) |
| 3.875% US$ US Medium Term Note 2028 | New York Stock Exchange |  | (1,299) | (1,393) |
| 0.883% ¥ Euro Medium Term Note 2028 | London Stock Exchange |  | (201) | (216) |
| 1.250% £ Euro Medium Term Note 2028 | London Stock Exchange |  | (747) | (746) |
| 3.375% US$ US Medium Term Note 2029 | New York Stock Exchange |  | (739) | (792) |
| 1.375% € Euro Medium Term Note 2029 | London Stock Exchange |  | (435) | (414) |
| 4.500% US$ US Medium Term Note 2030 | New York Stock Exchange |  | (627) | – |
| 1.750% € Euro Medium Term Note 2030 | London Stock Exchange |  | (654) | (621) |
| 2.875% € Euro Medium Term Note 2031 | London Stock Exchange |  | (607) | (576) |
| 3.125% € Euro Medium Term Note 2032 | London Stock Exchange |  | (608) | (577) |
| 5.250% £ Euro Medium Term Note 2033 | London Stock Exchange |  | (568) | (567) |
| 5.375% US$ US Medium Term Note 2034 | London Stock Exchange |  | (370) | (396) |
| 4.875%  US$ US Medium Term Note 2035 | New York Stock Exchange |  | (551) | – |
| 1.625% £ Euro Medium Term Note 2035 | London Stock Exchange |  | (745) | (745) |
| 3.250% € Euro Medium Term Note 2036 | London Stock Exchange |  | (520) | (494) |
| 6.375% US$ US Medium Term Note 2038 | New York Stock Exchange |  | (2,028) | (2,176) |
| 6.375% £ Euro Medium Term Note 2039 | London Stock Exchange |  | (627) | (627) |
| 5.250% £ Euro Medium Term Note 2042 | London Stock Exchange |  | (472) | (472) |
| 4.200% US$ US Medium Term Note 2043 | New York Stock Exchange |  | (365) | (392) |
| 4.250% £ Euro Medium Term Note 2045 | London Stock Exchange |  | (366) | (366) |
| Other long-term borrowings |  |  | (1) | (2) |
| Lease liabilities |  |  | (693) | (934) |
|  |  |  | (14,708) | (14,637) |
| Liabilities relating to assets held for sale: |  |  |  |  |
| Lease liabilities |  |  | (139) | – |
|  |  |  | (139) | – |
| Net debt |  |  | (14,453) | (13,095) |

223

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |
| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Notes to the financial statements continued  29. Net debt continued | | | | | | | | | | | |

#### Current assets

Liquid investments are classified as financial assets at amortised cost. At 31 December 2025, they included US Treasury Notes and

other government bonds. The effective interest rate on liquid investments at 31 December 2025 was approximately 5.6% ( 2024:

approximately 4.3%). Liquid investment balances at 31 December 2025 earning interest at floating rates amount to  £1 million (2024 :

£11 million). Liquid investment balances at 31 December 2025 earning interest at fixed rates amount to  £8 million (2024: £10 million).

Balances reported within cash and cash equivalents have an original maturity of three months or less. The effective interest rate on

cash and cash equivalents at 31 December 2025 was approximately  3.8%  (2024: approximately 4.8%). Cash and cash equivalents

at 31 December 2025 earning interest at floating and fixed rates amounted to  £3,242 million and £1 million respectively (2024:

£3,746 million  and £1 million) and non-interest bearing holdings amounted to £154 million (2024 : £123 million).

GSK’s policy regarding the credit quality of cash and cash equivalents is set out in Note 43, ‘Financial instruments and related

disclosures’.

#### Short-term borrowings

GSK has access to short-term finance under a $10 billion (£7.4 billion) US commercial paper programme; $1,450 million (£1,078

million) was in issue at 31 December 2025 (2024:  nil). GSK has access to short-term finance under a £5 billion Euro commercial

paper programme. There was no Euro commercial paper in issue at 31 December 2025 (2024 : nil). GSK has  £1.6 billion of three-year

committed facilities and $2.2 billion (£1.6 billion) of  364 day  committed facilities. In August 2025 GSK cancelled both these facilities

and replaced them with new revolving facilities of equivalent size with maturities of September 2028 for the three-year facility and

September 2026 for the 364-day facility. All facilities were undrawn at 31 December 2025. GSK considers this level of committed

facilities to be adequate, given current liquidity requirements.

The weighted average interest rate on commercial paper borrowings at 31 December 2025 was 3.8%. There was no commercial

paper in issue at 31 December 2024.

The weighted average interest rate on current bank loans and overdrafts at 31 December 2025 was 5.0% (2024: 3.4%).

The average effective pre-swap interest rate of notes classified as short-term at 31 December 2025 was 1.2% ( 2024: 3.9%).

#### Long-term borrowings

At 31 December 2025 GSK had long-term borrowings of £14.7 billion (2024: £14.6 billion), of which £8.1 billion (2024: £8.4 billion) fell

due in more than five years.

The average effective pre-swap interest rate of all notes in issue at 31 December 2025 was approximately 3.8% (2024:

approximately 3.8%).

Long-term borrowings repayable after five years carry interest at effective rates between 1.7% and 6.6% (2024: 1.7% and 6.4%), with

repayment dates ranging from 2031  to 2045 (2024: 2030 to 2045).

#### Pledged assets

The Group held pledged investments in US Treasury Notes with a par value of $12 million (£9 million), (2024: $26 million

(£21 million)) as security against irrevocable letters of credit issued on the Group’s behalf in respect of the Group’s self-insurance

activity. Provisions in respect of self-insurance are included within the provisions for legal and other disputes discussed in Note 31,

'Other provisions’.

#### Lease liabilities

The total cash outflow for leases for the year ended 31 December 2025 was £260 million (2024: £256 million).

The maturity analysis of discounted lease liabilities recognised on the Group balance sheet is as follows:

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | 2025  £m | 2024  £m |
| Rental payments due within one year | 137 | 168 |
| Rental payments due between one and two years | 217 | 222 |
| Rental payments due between two and three years | 108 | 146 |
| Rental payments due between three and four years | 71 | 109 |
| Rental payments due between four and five years | 50 | 73 |
| Rental payments due after five years | 247 | 384 |
| Total lease liabilities | 830 | 1,102 |

224

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|  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |
| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Notes to the financial statements continued | | | | | | | | | | | |

|  |
| --- |
|  |
| 30. Pensions and other post-employment benefits |

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| Pension and other post-employment costs | 2025  £m | 2024  £m | 2023  £m |
| UK pension schemes | 83 | 120 | 96 |
| US pension schemes | 27 | 40 | 56 |
| Other overseas pension schemes | 130 | 151 | 146 |
| Unfunded post-retirement healthcare schemes | 60 | 57 | 58 |
|  | 300 | 368 | 356 |
| Analysed as: |  |  |  |
| Funded defined benefit/hybrid pension schemes | 83 | 132 | 134 |
| Unfunded defined benefit pension schemes | 27 | 29 | 35 |
| Unfunded post-retirement healthcare schemes | 60 | 57 | 58 |
| Defined benefit schemes | 170 | 218 | 227 |
| Defined contribution pension schemes | 130 | 150 | 129 |
|  | 300 | 368 | 356 |
|  |  |  |  |
| The costs of the defined benefit pension and post-retirement healthcare schemes are charged in the income statement as follows: | | | |
|  | 2025  £m | 2024  £m | 2023  £m |
| Cost of sales | 69 | 87 | 94 |
| Selling, general and administration | 69 | 92 | 91 |
| Research and development | 32 | 39 | 42 |
|  | 170 | 218 | 227 |

GSK entities operate pension arrangements which cover the Group’s material obligations to provide pensions to retired employees.

These arrangements have been developed in accordance with local practices in the countries concerned. Pension benefits can be

provided by state schemes; by defined contribution schemes, whereby retirement benefits are determined by the value of funds

arising from contributions paid in respect of each employee; or by defined benefit schemes, whereby retirement benefits are based

on factors such as employee pensionable remuneration and length of service.

Pension costs of defined benefit schemes for accounting purposes have been calculated using the projected unit credit method. In

certain countries pension benefits are provided on an unfunded basis, some administered by trustee companies. Formal,

independent actuarial valuations of the Group’s main plans are undertaken regularly, normally at least every three years.

Remeasurement movements in the year are recognised through the statement of comprehensive income. Discount rates are

derived from AA-rated corporate bond yields except in countries where there is no deep market in corporate bonds where

government bond yields are used. Discount rates are selected to reflect the term of the expected benefit payments. Projected

inflation rates and pension increases are long-term predictions based on the yield gap between long-term index-linked and fixed

interest government bonds. In the UK, mortality rates are determined by adjusting the SAPS S3 standard mortality tables to reflect

recent scheme experience. These rates are then projected to reflect improvements in life expectancy in line with the CMI 2024

projections with a long-term rate of improvement of 1.0% per year for both males and females. In the US, mortality rates are

calculated using the PRI-2012 white collar table adjusted to reflect recent experience. These rates are projected using MP-2020 to

allow for future improvements in life expectancy.

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| The average life expectancy assumed now for an individual at the age of 60 and projected to apply in 2045 for an individual then at the age of 60 is  as follows: | | | | |
|  | UK | | US | |
|  | Male  Years | Female  Years | Male  Years | Female  Years |
| Current | 27.1 | 28.4 | 27.5 | 28.8 |
| Projected for 2045 | 28.2 | 29.7 | 29.0 | 30.3 |

225

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |
| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Notes to the financial statements continued  30. Pensions and other post-employment benefits continued | | | | | | | | | | | |

The assets of funded schemes are generally held in separately administered trusts, either as specific assets or as a proportion of a

general fund, or are insurance contracts. Assets are invested in different classes in order to maintain a balance between risk and

return. Investments are diversified to limit the financial effect of the failure of any individual investment. The target exposure for

three of the four UK plans is split 31% to return-seeking assets and 69% to liability-matching assets. During 2019, a buy-in insurance

contract was purchased to cover substantially all of the obligations of the other UK plan. At 31 December 2025, the value of the

insurance contract was £345 million (2024 : £340 million). The asset allocation of the US plan is currently set at 25% return-seeking

assets and 75% liability-matching assets.

The pension plans are exposed to risk that arises because the market value of the plans’ assets might decline or the estimated value

of the plans’ liabilities might increase.

Within the broad investment strategy outlined above, the return-seeking assets are primarily intended to generate future returns

while the liability-matching assets are intended to match future pension obligations. Each pool invests across a broad range of

assets. The main risks within the portfolios are against credit risk, interest rates, long-term inflation, equities, property, currency and

bank counterparty risk.

The plan liabilities are a series of future cash flows with relatively long duration. On an IAS 19 basis, these cash flows are sensitive to

changes in the expected long-term inflation rate and the discount rate (AA corporate bond yield curve) where an increase in long-

term inflation corresponds with an increase in the liabilities, and an increase in the discount rate corresponds with a decrease in the

liabilities.

For the UK plans, there is an interest rate and inflation hedging strategy in place. The targets are based on an economic measure of

the plan liabilities.The interest rate risk in the US is partially hedged with the target based on an accounting measure of the plan

liabilities.

Climate-related impacts, along with other environmental, social and governance (ESG) considerations, can be financially material

with regard both to expected returns and to risk implications. The incorporation of such considerations into investment policy is

subject to local regulations and fiduciary obligations.

In the UK, the defined benefit pension schemes operated for the benefit of former Glaxo Wellcome employees and former

SmithKline Beecham employees remain separate. These schemes were closed to new entrants in 2001 and subsequent UK

employees are entitled to join a defined contribution scheme. In addition, the Group operates a number of post-retirement

healthcare schemes, the principal one of which is in the US.

The UK defined benefit plans closed to future accrual effective from 31 March 2022. As a result, post closure the accrued benefits of

active participants are revalued in line with inflation (RPI for the legacy Glaxo Wellcome plans and CPI for the legacy SmithKline

Beecham plans subject to the relevant caps for each arrangement) rather than capped pay increases. From 1 April 2022, former

defined benefit plans employees were transferred to the defined contribution plans.

The US cash balance pension plan closed to future accrual from 1 January 2021.

The Group has applied the following financial assumptions in assessing the defined benefit liabilities:

|  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |
|  |  |  | UK |  |  | US | Rest of World | | |
|  | 2025  % pa | 2024  % pa | 2023  % pa | 2025  % pa | 2024  % pa | 2023  % pa | 2025  % pa | 2024  % pa | 2023  % pa |
| Rate of increase of future earnings | n/a | n/a | n/a | n/a | n/a | n/a | 3.20 | 3.20 | 3.20 |
| Discount rate | 5.50 | 5.50 | 4.60 | 5.10 | 5.50 | 5.00 | 4.00 | 3.30 | 3.10 |
| Expected pension increases | 2.70 | 2.90 | 2.90 | n/a | n/a | n/a | 2.40 | 2.40 | 2.50 |
| Cash balance credit/conversion rate | n/a | n/a | n/a | 4.80 | 4.80 | 4.00 | 2.10 | 1.10 | 0.60 |
| Inflation rate | 2.70 | 2.90 | 2.90 | 2.50 | 2.50 | 2.50 | 2.00 | 1.90 | 2.00 |

The liability for the US post-retirement healthcare scheme has been assessed using the same assumptions as for the US pension

scheme, together with the assumption for future medical inflation of 7.00% in 2026 grading down to 5.0% in 2034 and thereafter

(2024: 6.50% in 2025, grading down to 5.0% in 2031 and thereafter).

Sensitivity analysis detailing the effect of changes in assumptions is provided on page [232](#ia5e5df02e84041bf85e6691600ed1d94_21535). The analysis provided reflects the

assumption changes which have the most material impact on the results of the Group.

226

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |
| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Notes to the financial statements continued  30. Pensions and other post-employment benefits continued | | | | | | | | | | | |

The amounts recorded in the income statement and statement of comprehensive income for the three years ended 31 December

2025 in relation to the defined benefit pension and post-retirement healthcare schemes were as follows:

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
|  |  |  |  | Pensions | Post-retirement  benefits |
| 2025 | UK  £m | US  £m | Rest of World  £m | Group  £m | Group  £m |
| Amounts charged to operating profit |  |  |  |  |  |
| Current service cost | – | 3 | 89 | 92 | 17 |
| Past service cost | 2 | 1 | – | 3 | 2 |
| Net interest (income)/cost | (30) | 17 | 9 | (4) | 41 |
| Gains from settlements | – | – | – | – | – |
| Expenses | 13 | 6 | – | 19 | – |
|  | (15) | 27 | 98 | 110 | 60 |
|  |  |  |  |  |  |
| Remeasurement gains/(losses) recorded in the statement of  comprehensive income | 80 | 42 | 26 | 148 | (15) |

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
|  |  |  |  | Pensions | Post-retirement  benefits |
| 2024 | UK  £m | US  £m | Rest of World  £m | Group  £m | Group  £m |
| Amounts charged to operating profit |  |  |  |  |  |
| Current service cost | – | 3 | 94 | 97 | 14 |
| Past service cost | 18 | – | – | 18 | – |
| Net interest (income)/cost | (15) | 26 | 14 | 25 | 43 |
| Gains from settlements | – | – | (2) | (2) | – |
| Expenses | 12 | 11 | – | 23 | – |
|  | 15 | 40 | 106 | 161 | 57 |
|  |  |  |  |  |  |
| Remeasurement gains/(losses) recorded in the statement of  comprehensive income | 237 | 90 | 129 | 456 | 50 |

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
|  |  |  |  | Pensions | Post-retirement  benefits |
| 2023 | UK  £m | US  £m | Rest of World  £m | Group  £m | Group  £m |
| Amounts charged to operating profit |  |  |  |  |  |
| Current service cost | – | 5 | 91 | 96 | 12 |
| Past service cost/(credit) | 3 | – | – | 3 | – |
| Net interest (income)/cost | (5) | 35 | 16 | 46 | 47 |
| Gains from settlements | – | – | (6) | (6) | – |
| Expenses | 14 | 16 | — | 30 | (1) |
|  | 12 | 56 | 101 | 169 | 58 |
|  |  |  |  |  |  |
| Remeasurement gains/(losses) recorded in the statement of  comprehensive income | 28 | 45 | 38 | 111 | (40) |

Past service cost in the UK included £2 million (2024: £18 million; 2023: £3 million) of augmentation costs which arose from Major

restructuring programmes.

227

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |
| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Notes to the financial statements continued  30. Pensions and other post-employment benefits continued | | | | | | | | | | | |

A summarised balance sheet presentation of the Group defined benefit pension schemes and other post-retirement benefits is set

out in the table below:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  | 2025  £m | 2024  £m | 2023  £m |
| Recognised in other non-current assets (Note 23): |  |  |  |
| Pension schemes in surplus | 1,115 | 898 | 634 |
| Recognised in pensions and other post-employment benefits: |  |  |  |
| Pension schemes in deficit | (886) | (1,001) | (1,397) |
| Post-retirement benefits | (801) | (863) | (943) |
|  | (1,687) | (1,864) | (2,340) |

In the event of a plan wind-up, GSK believes the UK pension scheme rules provide the company with the right to a refund of surplus

assets following the full settlement of plan liabilities. As a result, the net surplus in the UK defined benefit pension schemes is

recognised in full.

The fair values of the assets and liabilities of the UK and US defined benefit pension schemes, together with aggregated data for

other defined benefit pension schemes in the Group, are as follows:

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
| At 31 December 2025 |  | UK  £m | US  £m | Rest of World  £m | Group  £m |
| Equities: | –  listed | 1,376 | 508 | 395 | 2,279 |
|  | –  unlisted | – | – | – | – |
| Multi-asset funds |  | 867 | – | – | 867 |
| Property: | –  listed | – | – | – | – |
|  | –  unlisted | 413 | 78 | 24 | 515 |
| Corporate bonds: | –  listed | 1,491 | 755 | 233 | 2,479 |
|  | –  unlisted | – | – | – | – |
| Government bonds: | –  listed | 4,553 | 739 | 456 | 5,748 |
| Insurance contracts |  | 878 | – | 889 | 1,767 |
| Other (liabilities)/assets |  | (759) | 90 | 88 | (581) |
| Fair value of assets |  | 8,819 | 2,170 | 2,085 | 13,074 |
| Present value of scheme obligations | | (8,130) | (2,391) | (2,324) | (12,845) |
| Net surplus/(obligation) | | 689 | (221) | (239) | 229 |
| Included in other non-current assets | | 848 | – | 267 | 1,115 |
| Included in pensions and other post-employment benefits | | (159) | (221) | (506) | (886) |
|  |  | 689 | (221) | (239) | 229 |
| Actual return/(loss) on plan assets | | 538 | 215 | (10) | 743 |

The multi-asset funds comprise investments in pooled investment vehicles that are invested across a range of asset classes,

increasing diversification within the growth portfolio.

The ‘Other (liabilities)/assets’ category comprises cash and mark to market values of derivative positions.

Index-linked gilts held as part of a UK repo programme are included in government bonds. The related loan of £1,857 million  at

31 December 2025 (2024: £1,634 million; 2023: £1,853 million) is deducted within ‘Other (liabilities)/assets’.

228

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |
| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Notes to the financial statements continued  30. Pensions and other post-employment benefits continued | | | | | | | | | | | |

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
| At 31 December 2024 |  | UK  £m | US  £m | Rest of World  £m | Group  £m |
| Equities: | –  listed | 1,669 | 472 | 364 | 2,505 |
|  | –  unlisted | – | – | 2 | 2 |
| Multi-asset funds |  | 923 | – | – | 923 |
| Property: | –  listed | – | – | – | – |
|  | –  unlisted | 407 | 99 | 24 | 530 |
| Corporate bonds: | –  listed | 2,104 | 739 | 208 | 3,051 |
|  | –  unlisted | – | – | 15 | 15 |
| Government bonds: | –  listed | 4,107 | 772 | 489 | 5,368 |
| Insurance contracts |  | 883 | – | 822 | 1,705 |
| Other (liabilities)/assets |  | (1,291) | 125 | 81 | (1,085) |
| Fair value of assets | | 8,802 | 2,207 | 2,005 | 13,014 |
| Present value of scheme obligations | | (8,241) | (2,596) | (2,280) | (13,117) |
| Net surplus/(obligation) | | 561 | (389) | (275) | (103) |
|  |  | — | — | — | — |
| Included in other non-current assets | | 725 | – | 173 | 898 |
| Included in pensions and other post-employment benefits | | (164) | (389) | (448) | (1,001) |
|  |  | 561 | (389) | (275) | (103) |
|  |  |  |  |  |  |
| Actual return/(loss) on plan assets | | (213) | 132 | 121 | 40 |

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
| At 31 December 2023 |  | UK  £m | US  £m | Rest of World  £m | Group  £m |
| Equities: | –  listed | 1,647 | 447 | 349 | 2,443 |
|  | –  unlisted | – | – | 2 | 2 |
| Multi-asset funds |  | 852 | – | – | 852 |
| Property: | –  listed | – | – | – | – |
|  | –  unlisted | 467 | 119 | 24 | 610 |
| Corporate bonds: | –  listed | 2,019 | 698 | 205 | 2,922 |
|  | –  unlisted | – | – | 15 | 15 |
| Government bonds: | –  listed | 4,897 | 774 | 527 | 6,198 |
| Insurance contracts |  | 990 | – | 771 | 1,761 |
| Other (liabilities)/assets |  | (1,374) | 104 | 89 | (1,181) |
| Fair value of assets | | 9,498 | 2,142 | 1,982 | 13,622 |
| Present value of scheme obligations | | (9,222) | (2,757) | (2,406) | (14,385) |
| Net surplus/(obligation) | | 276 | (615) | (424) | (763) |
|  |  |  |  |  |  |
| Included in Other non-current assets | | 457 | – | 177 | 634 |
| Included in Pensions and other post-employment benefits | | (181) | (615) | (601) | (1,397) |
|  |  | 276 | (615) | (424) | (763) |
|  |  |  |  |  |  |
| Actual return on plan assets | | 647 | 196 | 138 | 981 |

229

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |
| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Notes to the financial statements continued  30. Pensions and other post-employment benefits continued | | | | | | | | | | | |

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
|  |  |  |  | Pensions | Post-retirement  benefits |
| Movements in fair values of assets | UK  £m | US  £m | Rest of World  £m | Group  £m | Group  £m |
| Assets at 1 January 2023 | 9,014 | 2,260 | 1,870 | 13,144 | – |
| Exchange adjustments | – | (125) | (84) | (209) | – |
| Interest income | 430 | 111 | 60 | 601 | – |
| Expenses | (14) | (16) | – | (30) | – |
| Settlements and curtailments | – | – | 2 | 2 | – |
| Remeasurement | 217 | 85 | 78 | 380 | – |
| Employer contributions | 363 | 125 | 118 | 606 | 98 |
| Scheme participants’ contributions | – | – | 11 | 11 | 18 |
| Benefits paid | (512) | (298) | (73) | (883) | (116) |
| Assets at 31 December 2023 | 9,498 | 2,142 | 1,982 | 13,622 | – |
| Exchange adjustments | – | 37 | (116) | (79) | – |
| Interest income | 426 | 102 | 59 | 587 | – |
| Expenses | (12) | (11) | – | (23) | – |
| Settlements and curtailments | – | – | (1) | (1) | – |
| Remeasurement | (639) | 30 | 62 | (547) | – |
| Employer contributions | 63 | 179 | 109 | 351 | 94 |
| Scheme participants’ contributions | – | – | 11 | 11 | 18 |
| Benefits paid | (534) | (272) | (101) | (907) | (112) |
| Assets at 31 December 2024 | 8,802 | 2,207 | 2,005 | 13,014 | – |
| Exchange adjustments | – | (153) | 57 | (96) | – |
| Interest income | 469 | 111 | 65 | 645 | – |
| Expenses | (13) | (6) | – | (19) | – |
| Settlements and curtailments | – | – | – | – | – |
| Remeasurement | 69 | 104 | (75) | 98 | – |
| Employer contributions | 33 | 128 | 122 | 283 | 87 |
| Scheme participants’ contributions | – | – | 12 | 12 | 18 |
| Benefits paid | (541) | (221) | (101) | (863) | (105) |
| Assets at 31 December 2025 | 8,819 | 2,170 | 2,085 | 13,074 | – |

During 2025, the Group made £nil (2024: £30 million) deficit reduction contributions to the UK pension schemes. The Group made a

contribution to the US Cash Balance Plan of £100 million (2024: £150 million).

Employer contributions for 2026 are estimated to be approximately £170 million in respect of defined benefit pension schemes and

£70 million in respect of other post-retirement benefits.

Effective from January 2026, contributions to the GSK Pension Scheme defined contributions section, ordinarily payable by the

Group, will be met from surplus assets in the GSK Pension Scheme defined benefits section, provided certain conditions are met.

230

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |
| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Notes to the financial statements continued  30. Pensions and other post-employment benefits continued | | | | | | | | | | | |

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
|  |  |  |  | Pensions | Post-retirement  benefits |
| Movements in defined benefit obligations | UK  £m | US  £m | Rest of World  £m | Group  £m | Group  £m |
| Obligations at 1 January 2023 | (9,117) | (3,031) | (2,352) | (14,500) | (994) |
| Exchange adjustments | – | 166 | 87 | 253 | 53 |
| Service cost | – | (5) | (91) | (96) | (13) |
| Past service cost | (3) | – | – | (3) | – |
| Interest cost | (425) | (145) | (76) | (646) | (47) |
| Settlements and curtailments | – | – | 4 | 4 | – |
| Remeasurement | (189) | (40) | (40) | (269) | (40) |
| Scheme participants’ contributions | – | – | (11) | (11) | (18) |
| Benefits paid | 512 | 298 | 73 | 883 | 116 |
| Obligations at 31 December 2023 | (9,222) | (2,757) | (2,406) | (14,385) | (943) |
| Exchange adjustments | – | (40) | 133 | 93 | (7) |
| Service cost | – | (3) | (94) | (97) | (14) |
| Past service cost | (18) | – | – | (18) | – |
| Interest cost | (411) | (128) | (73) | (612) | (43) |
| Settlements and curtailments | – | – | 3 | 3 | – |
| Remeasurement | 876 | 60 | 67 | 1,003 | 50 |
| Scheme participants’ contributions | – | – | (11) | (11) | (18) |
| Benefits paid | 534 | 272 | 101 | 907 | 112 |
| Obligations at 31 December 2024 | (8,241) | (2,596) | (2,280) | (13,117) | (863) |
| Exchange adjustments | – | 178 | (71) | 107 | 50 |
| Service cost | – | (3) | (89) | (92) | (17) |
| Past service cost | (2) | (1) | – | (3) | (2) |
| Interest cost | (439) | (128) | (74) | (641) | (41) |
| Settlements and curtailments | – | – | – | – | – |
| Remeasurement | 11 | (62) | 101 | 50 | (15) |
| Scheme participants’ contributions | – | – | (12) | (12) | (18) |
| Benefits paid | 541 | 221 | 101 | 863 | 105 |
| Obligations at 31 December 2025 | (8,130) | (2,391) | (2,324) | (12,845) | (801) |

231

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |
| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Notes to the financial statements continued  30. Pensions and other post-employment benefits continued | | | | | | | | | | | |

The defined benefit pension obligation is analysed as follows:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  | 2025  £m | 2024  £m | 2023  £m |
| Funded | (12,323) | (12,564) | (13,782) |
| Unfunded | (522) | (553) | (603) |
|  | (12,845) | (13,117) | (14,385) |

At 31 December 2025, the US post-retirement healthcare scheme obligation was £684 million (2024: £748 million; 2023: £785

million). Post-retirement benefits are unfunded.

The movement in the net defined benefit liability is as follows:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  | 2025  £m | 2024  £m | 2023  £m |
| At 1 January | (103) | (763) | (1,356) |
| Exchange adjustments | 11 | 14 | 44 |
| Service cost | (92) | (97) | (96) |
| Past service cost | (3) | (18) | (3) |
| Interest income/(cost) | 4 | (25) | (45) |
| Settlements and curtailments | – | 2 | 6 |
| Remeasurements: |  |  |  |
| Return on plan assets, excluding amounts included in interest | 98 | (547) | 380 |
| Gain/(loss) from change in demographic assumptions | (62) | 90 | 135 |
| Gain/(loss) from change in financial assumptions | 211 | 890 | (137) |
| Experience gain/(loss) | (99) | 23 | (267) |
| Employer contributions | 283 | 351 | 606 |
| Transfer to assets held for sale/distribution | – | – | – |
| Expenses | (19) | (23) | (30) |
| At 31 December | 229 | (103) | (763) |

The remeasurements included within post-retirement benefits are detailed below:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  | 2025  £m | 2024  £m | 2023  £m |
| Gain from change in demographic assumptions | – | 7 | 7 |
| Gain/(loss) from change in financial assumptions | (1) | 44 | (43) |
| Experience gain/(loss) | (14) | (1) | (4) |
|  | (15) | 50 | (40) |

The defined benefit pension obligation analysed by membership category is as follows:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  | 2025  £m | 2024  £m | 2023  £m |
| Active | 2,232 | 1,418 | 1,508 |
| Retired | 8,215 | 8,147 | 8,730 |
| Deferred | 2,398 | 3,552 | 4,147 |
|  | 12,845 | 13,117 | 14,385 |

The post-retirement benefit obligation analysed by membership category is as follows:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  | 2025  £m | 2024  £m | 2023  £m |
| Active | 270 | 277 | 277 |
| Retired | 530 | 586 | 666 |
| Deferred | 1 | – | – |
|  | 801 | 863 | 943 |

The weighted average duration of the defined benefit obligation is as follows:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  | 2025  years | 2024  years | 2023  years |
| Pension benefits | 10 | 11 | 11 |
| Post-retirement benefits | 9 | 9 | 10 |

232

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|  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |
| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Notes to the financial statements continued  30. Pensions and other post-employment benefits continued | | | | | | | | | | | |

#### Sensitivity analysis

The effect of changes in assumptions used on the benefit obligations and on the 2025 annual defined benefit pension and post-

retirement costs are detailed below. This information has been determined by taking into account the duration of the liabilities and

the overall profile of the plan memberships.

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| Discount rate | 0.25%  increase  £m |  | 0.25%  decrease  £m |
| (Decrease)/increase in annual pension cost | (17) |  | 15 |
| Increase/(decrease) in annual post-retirement benefits cost | 1 |  | (1) |
| (Decrease)/increase in pension obligation | (289) |  | 303 |
| (Decrease)/increase in post-retirement benefits obligation | (16) |  | 17 |
|  | 0.75%  increase  £m |  | 0.75%  decrease  £m |
| (Decrease)/increase in annual pension cost | (51) |  | 44 |
| Increase/(decrease) in annual post-retirement benefits cost | 2 |  | (2) |
| (Decrease)/increase in pension obligation | (836) |  | 950 |
| (Decrease)/increase in post-retirement benefits obligation | (46) |  | 51 |
|  |  |  |  |
| Inflation rate | 0.25%  increase  £m |  | 0.25%  decrease  £m |
| Increase/(decrease) in annual pension cost | 15 |  | (16) |
| Increase/(decrease) in pension obligation | 237 |  | (229) |
|  | 0.75%  increase  £m |  | 0.75%  decrease  £m |
| Increase/(decrease) in annual pension cost | 44 |  | (47) |
| Increase/(decrease) in pension obligation | 712 |  | (689) |
|  |  |  |  |
| Life expectancy | 1 year  increase  £m |  |  |
| Increase in annual pension cost | 19 |  |  |
| Increase in annual post-retirement benefits cost | 1 |  |  |
| Increase in pension obligation | 403 |  |  |
| Increase in post-retirement benefits obligation | 28 |  |  |
|  |  |  |  |
| Rate of future healthcare inflation | 1%  increase  £m |  |  |
| Increase in annual post-retirement benefits cost | 1 |  |  |
| Increase in post-retirement benefits obligation | 21 |  |  |

233

|  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |
| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Notes to the financial statements continued | | | | | | | | | | | |

|  |
| --- |
|  |
| 31. Other provisions |

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
|  | Legal  and other  disputes  £m | Major  restructuring  programmes  £m | Employee-  related  provisions  £m | Other  provisions  £m | Total  £m |
| At 1 January 2025 | 1,446 | 273 | 426 | 390 | 2,535 |
| Exchange adjustments | (84) | 1 | 2 | (2) | (83) |
| Charge for the year | 148 | 67 | 391 | 234 | 840 |
| Reversed/unused | (11) | (51) | (59) | (27) | (148) |
| Unwinding of discount | 24 | 1 | 3 | – | 28 |
| Utilised | (1,313) | (110) | (121) | (107) | (1,651) |
| Transfer to assets held for sale/distribution | – | – | – | (1) | (1) |
| Additions through business combinations | – | – | 23 | – | 23 |
| Reclassifications and other movements | – | 6 | 9 | (8) | 7 |
| Transfer to pension obligations | – | (2) | – | – | (2) |
| At 31 December 2025 | 210 | 185 | 674 | 479 | 1,548 |
|  |  |  |  |  |  |
| To be settled within one year | 189 | 100 | 370 | 279 | 938 |
| To be settled after one year | 21 | 85 | 304 | 200 | 610 |
| At 31 December 2025 | 210 | 185 | 674 | 479 | 1,548 |

#### Legal and other disputes

The Group is involved in a substantial number of legal and other

disputes, including notification of possible claims, as set out in

Note 46, ‘Legal proceedings’. Provisions for legal and other

disputes include amounts relating to product liability, anti-trust,

government investigations, contract terminations and self

insurance.

The Group may become involved in significant legal

proceedings in respect of which it is not possible to

meaningfully assess whether the outcome will result in a

probable outflow, or to quantify or reliably estimate the liability,

if any, that could result from ultimate resolution of the

proceedings. In these cases, the Group would provide

appropriate disclosures about such cases, but no provision

would be made.

The net charge for the year of £137 million (including reversals

and estimated insurance recoveries) primarily reflects provisions

for product liability cases, commercial disputes and various

other government investigations.

The effect of unwinding the discount on the provision is

£24 million in 2025 (2024:£18 million). The discount was

calculated using risk-adjusted projected cash flows and risk-

free rates of return.

During the year, provisions of £1,313 million were utilised,

primarily reflecting the Zantac settlement payments of £1,195

million made during the year.

In respect of product liability claims related to certain products,

provision is made when there is sufficient history of claims made

and settlements to enable management to make a reliable

estimate of the provision required to cover unasserted claims,

and to determine the probability of the outflow of cash. The

ultimate liability for such matters may vary from the amounts

provided and is dependent upon the outcome of litigation

proceedings, investigations and possible settlement

negotiations.

The Group’s position could change over time and therefore,

there can be no assurance that any losses that result from the

outcome of any legal proceedings will not exceed by a material

amount the amount of the provisions reported in the Group’s

financial statements.

It is in the nature of the Group’s business that a number of these

matters may be the subject of negotiation and litigation over

many years. Litigation proceedings, including the various

appeal procedures, often take many years to reach resolution,

and out-of-court settlement discussions can also often be

protracted. Indemnified disputes will result in a provision charge

and a corresponding receivable.

The Group is in potential settlement discussions in a number of

the disputes for which amounts have been provided and, based

on its current assessment of the progress of these disputes,

estimates that £189 million of the amount provided at

31 December 2025 will be settled within one year. For a

discussion of legal issues, see Note 46, ‘Legal proceedings’.

#### Major restructuring programmes

During 2025, the Group had two ongoing major restructuring

programmes: the Separation restructuring programme which

focused on the separation of GSK into  two companies and is

largely complete, plus the Significant Acquisitions programme

which is focused on the integration of recent acquisitions.

Restructuring provisions primarily include severance costs when

management has made a formal decision to eliminate certain

positions and this has been communicated to the groups of

employees affected and appropriate consultation procedures

completed, where appropriate. No provision is made for staff

severance payments that are paid immediately.

The affect of unwinding the discount on the provision is

£1 million  in 2025 (2024 : increased by £1 million).

Transfer to pension obligations reflects augmentation costs of

£2 million relating to defined benefit plans arising from staff

redundancies, as shown in Note 30, ‘Pensions and other post-

employment benefits’.

234

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |
| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Notes to the financial statements continued  31. Other provisions continued | | | | | | | | | | | |

#### Employee-related provisions

Employee-related provisions include obligations for certain

medical benefits to disabled employees and their spouses in

the US.

At 31 December 2025, the provision for these benefits

amounted to £41 million (2024: £46 million). Other employee

benefits reflect a variety of provisions for severance costs,

jubilee awards and other long-service benefits.

Given the nature of these provisions, the amounts are likely to

be settled over many years.

#### Other provisions

Included in other provisions are provisions for onerous contracts,

insurance provisions and a number of other provisions including

vehicle insurance, environmental remediation and regulatory

matters.

|  |
| --- |
|  |
| 32. Contingent consideration liabilities |

The consideration for certain acquisitions includes amounts contingent on future events such as development milestones or sales

performance. The Group has provided for the fair value of this contingent consideration as follows:

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
|  | Shionogi-ViiV  Healthcare  £m | Novartis  Vaccines  £m | BP Asset IX  £m | Affinivax  £m | Other  £m | Total  £m |
| At 1 January 2023 | 5,890 | 673 |  | 501 | 4 | 7,068 |
| Remeasurement through income statement | 934 | (210) |  | 44 | – | 768 |
| Exchange movement through reserves | – | – |  | (29) | – | (29) |
| Initial recognition from business combinations | – | – |  | – | – | – |
| Cash payments: operating cash flows | (1,106) | (28) |  | – | – | (1,134) |
| Cash payments: investing activities | – | (11) |  | – | – | (11) |
| At 31 December 2023 | 5,718 | 424 |  | 516 | 4 | 6,662 |
| Initial recognition from business combinations | – | – |  | – | 104 | 104 |
| Remeasurement through income statement | 1,533 | 215 |  | (22) | 36 | 1,762 |
| Exchange movement through reserves | – | – |  | 8 | (2) | 6 |
| Cash payments: operating cash flows | (1,190) | (45) |  | – | – | (1,235) |
| Cash payments: investing activities | – | (19) |  | – | – | (19) |
| At 31 December 2024 | 6,061 | 575 | – | 502 | 142 | 7,280 |
| Initial recognition from business combinations | – | – | 222 | – | 58 | 280 |
| Remeasurement through income statement | 649 | 146 | 7 | (254) | 8 | 556 |
| Exchange movement through reserves | – | – | 2 | (29) | (9) | (36) |
| Cash payments: operating cash flows | (1,277) | (53) | – | – | – | (1,330) |
| Cash payments: investing activities | – | (17) | – | – | – | (17) |
| At 31 December 2025 | 5,433 | 651 | 231 | 219 | 199 | 6,733 |

Contingent consideration payable of £222 million was recognised at acquisition for the purchase of 100% of BP Asset IX, Inc. a

subsidiary of Boston Pharmaceuticals which provides access to efimosfermin alfa. Contingent consideration payable of £58 million

was recognised at acquisition for the purchase of IDRx, Inc. and Cellphenomics GmbH. Further information on the acquisitions is

provided in Note 40, ‘Acquisitions and disposals.

Of the contingent consideration payable at 31 December 2025, £1,348 million (2024:  £1,172 million) is expected to be paid within one

year.

The consideration payable for the acquisition of the Shionogi-ViiV Healthcare joint venture, Affinivax, the Novartis Vaccines

business and BP Asset IX, are expected to be paid over a number of years. As a result, the total estimated liabilities are discounted

to their present values, shown above. The Shionogi-ViiV Healthcare contingent consideration liability is discounted at 8% (2024:

8%), the Affinivax contingent consideration liability is discounted at 9.0% (2024: 9.0% ), Novartis Vaccines contingent consideration

liability is discounted at 8.0%  ( 2024: 8.0%) for commercialised products and at 9.0%  ( 2024: 9.0%) for pipeline assets,  and the BP

Asset IX contingent consideration liability is discounted at 9.0%.

The Shionogi-ViiV Healthcare and Novartis Vaccines contingent consideration liabilities are calculated principally based on the

forecast sales performance of specified products over the lives of those products.

The Affinivax contingent consideration is based upon one potential milestone payment of $0.6 billion (£0.4 billion) which will be

paid if certain paediatric clinical development milestones are achieved.

The BP Asset IX contingent consideration is based upon three milestone payments, totalling $0.8 billion (£0.6 billion), which will be

paid if certain clinical development and regulatory milestones are achieved.

235

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |
| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Notes to the financial statements continued  32. Contingent consideration liabilities continued | | | | | | | | | | | |

The table below shows on an indicative basis the income statement and balance sheet sensitivity to reasonably possible changes

in key inputs to the valuations of the largest contingent consideration liabilities.

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
|  | 2025 | | | |  | 2024 | | |
| Increase/(decrease) in financial liability and loss/(gain) in  income statement | Shionogi-  ViiV  Healthcare  £m | Novartis  Vaccines  £m | Affinivax  £m | BP Asset IX  £m |  | Shionogi-  ViiV  Healthcare  £m | Novartis  Vaccines  £m | Affinivax  £m |
| 10% increase in sales forecasts\* | 508 | 92 | n/a | n/a |  | 573 | 83 | n/a |
| 15% increase in sales forecasts\* | 762 | 137 | n/a | n/a |  | 857 | 125 | n/a |
| 10% decrease in sales forecasts\* | (510) | (92) | n/a | n/a |  | (572) | (83) | n/a |
| 15% decrease in sales forecasts\* | (764) | (137) | n/a | n/a |  | (856) | (125) | n/a |
| 1% (100 basis points) increase in discount rate | (144) | (41) | (7) | (8) |  | (180) | (38) | (14) |
| 1.5% (150 basis points) increase in discount rate | (213) | (59) | (10) | (12) |  | (267) | (55) | (20) |
| 1% (100 basis points) decrease in discount rate | 152 | 47 | 7 | 9 |  | 194 | 43 | 14 |
| 1.5% (150 basis points) decrease in discount rate | 233 | 73 | 11 | 13 |  | 298 | 67 | 21 |
| 10 cent appreciation of US Dollar | 360 | 15 | 18 | 19 |  | 431 | 14 | 43 |
| 15 cent appreciation of US Dollar | 562 | 24 | 27 | 29 |  | 677 | 22 | 68 |
| 10 cent depreciation of US Dollar | (311) | (13) | (15) | (16) |  | (368) | (12) | (37) |
| 15 cent depreciation of US Dollar | (451) | (19) | (22) | (23) |  | (533) | (17) | (54) |
| 10 cent appreciation of Euro | 73 | 24 | n/a | n/a |  | 77 | 22 | n/a |
| 15 cent appreciation of Euro | 116 | 38 | n/a | n/a |  | 123 | 35 | n/a |
| 10 cent depreciation of Euro | (61) | (20) | n/a | n/a |  | (65) | (19) | n/a |
| 15 cent depreciation of Euro | (91) | (29) | n/a | n/a |  | (95) | (27) | n/a |
| 10% increase in probability of milestone success | n/a | 22 | 68 | 24 |  | n/a | 22 | 73 |
| 10% decrease in probability of milestone success | n/a | (11) | (32) | (31) |  | n/a | (11) | (73) |

\*The sales forecast is for ViiV Healthcare sales only in respect of the Shionogi-ViiV Healthcare contingent consideration. An explanation of the accounting

for ViiV Healthcare is set out on page [86](#ib223b6a734e44aa5ae512482c7fbeea0_45690).

|  |
| --- |
|  |
| 33. Other non-current liabilities |

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | 2025  £m | 2024  £m |
| Accruals | 6 | 6 |
| Deferred income | 121 | 165 |
| Other payables | 896 | 929 |
|  | 1,023 | 1,100 |

Other payables includes a number of employee-related liabilities, including  employee savings plans.

|  |
| --- |
|  |
| 34. Contingent liabilities |

At 31 December 2025 , contingent liabilities where GSK has a present obligation as a result of a past event, comprising guarantees

and other items arising in the normal course of business, amounted to £38 million (2024 : £26 million). There are no material amounts

of financial assets pledged as collateral for contingent liabilities at 31 December 2025. Provision is made for the outcome of tax,

legal and other disputes where it is both probable that the Group will suffer an outflow of funds and it is possible to make a reliable

estimate of that outflow. If it is not possible to meaningfully assess whether the outcomes will result in a probable outflow, or to

quantify or reliably estimate the liability, if any, no provision is recorded. Descriptions of the significant legal and other disputes to

which the Group is a party are set out in Note 46, ‘Legal proceedings’.

236

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |
| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Notes to the financial statements continued | | | | | | | | | | | |

|  |
| --- |
|  |
| 35. Commitments |

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Contractual obligations and commitments | 2025  £m | 2024  £m |
| Contracted for but not provided in the financial statements: |  |  |
| Intangible assets | 17,048 | 19,183 |
| Property, plant and equipment | 764 | 754 |
| Investments | 175 | 203 |
|  | 17,987 | 20,140 |

The commitments related to intangible assets include milestone payments, which are dependent on successful clinical development

or on meeting specified sales targets, and which represent the maximum that would be paid if all milestones, however unlikely, are

achieved. The amounts disclosed are not risk-adjusted or discounted.

The change in intangible asset commitments in 2025 is mainly attributable to a decrease in milestones payable relating to the

amendment to GSK’s existing agreement with CureVac and certain other project terminations, including the collaboration with iTeos

Therapeutics, Inc., as well as the strengthening of GBP against USD. This is partially offset by additions to commitments for new

R&D collaborations and acquisitions, including with ABL Bio, Inc., and Jiangsu Hengrui Pharmaceuticals Co., Ltd.

Within intangible assets commitments the Group has disclosed £34 million (2024: £38 million ) related to nature-based carbon

credit projects, which aligns with GSK’s commitments to a net-zero, nature positive world, and within property, plant and equipment

commitments of £57 million (2024: £34 million) related to the transition to a lower-carbon propellant solution.

Lease contracts that have not commenced are not disclosed as these are not material.

For the Group's commitments related to interest on debt and future finance charges on leases refer to Note 43, 'Financial

instruments and related disclosures’.

The table excludes any amounts already capitalised in the financial statements for the year ended 31 December 2025.

|  |
| --- |
|  |
| 36. Share capital and share premium account |

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  | Ordinary shares of 31¼p each | | Share  premium |
|  | Number | £m | £m |
| Share capital issued and fully paid: |  |  |  |
| At 1 January 2023 | 4,311,343,341 | 1,347 | 3,440 |
| Issued under employee share schemes | 802,642 | 1 | 9 |
| Ordinary shares acquired by ESOP Trusts | – | – | 2 |
| At 31 December 2023 | 4,312,145,983 | 1,348 | 3,451 |
| Issued under employee share schemes | 2,157,751 | – | 20 |
| Ordinary shares acquired by ESOP Trusts | – | – | 2 |
| At 31 December 2024 | 4,314,303,734 | 1,348 | 3,473 |
| Issued under employee share schemes | 1,141,292 | 1 | 14 |
| Ordinary shares acquired by ESOP Trusts | – | – | 11 |
| At 31 December 2025 | 4,315,445,026 | 1,349 | 3,498 |

At 31 December 2025, of the issued share capital, 62,875,215 shares were held in the ESOP Trusts, out of which 62,227,857 shares

were held for the future exercise of share awards and 647,358 shares were held for the Executive Supplemental Savings plan.

240,019,489 shares were held as Treasury shares and 4,012,550,322 shares were in free issue. All issued shares are fully paid and

there are no shares authorised but not in issue. The nominal, carrying and market values of the shares held in the ESOP Trusts are

disclosed in Note 44, ‘Employee share schemes’.

During the year ended 31 December 2025, the Group purchased 93 million ordinary shares, representing approximately —% of the

issued ordinary share capital at 31 December 2025, at an average price of £14.73 pence per share, and an aggregate cost of

£1.4 billion including directly attributable transaction costs of £8 million under the 2025 share buyback programme.

237

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|  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |
| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Notes to the financial statements continued  36. Share capital and share premium account continued | | | | | | | | | | | |

The monthly breakdown of all shares purchased and the average price paid per share (excluding expenses) in relation to Tranche 1

of the 2025 share buyback programme of up to £700 million, which began in February 2025 and was completed in June 2025, were

as follows:

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  | Number of shares  purchased under share  buyback programme | Average price paid | Total cost | Authorised purchases  unutilised at month end |
| Period | Number | £ per share | £m | £m |
| February 25 | 3,953,602 | 14.65 | 58 | 642 |
| March 25 | 14,283,285 | 15.00 | 214 | 428 |
| April 25 | 17,492,918 | 13.63 | 238 | 189 |
| May 25 | 12,351,970 | 14.13 | 175 | 15 |
| June 25 | 982,305 | 15.08 | 15 | – |
| Total | 49,064,080 | 14.27 | 700 | – |

The monthly breakdown of all shares purchased and the average price paid per share (excluding expenses) in relation to Tranche 2

of the 2025 share buyback programme of up to £450 million, which began in June 2025 and was completed in September 2025,

were as follows:

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  | Number of shares  purchased under share  buyback programme | Average price paid | Total cost | Authorised purchases  unutilised at month end |
| Period | Number | £ per share | £m | £m |
| June 25 | 8,038,188 | 14.57 | 117 | 333 |
| July 25 | 10,871,850 | 13.99 | 152 | 181 |
| August 25 | 7,364,050 | 14.19 | 105 | 76 |
| September 25 | 3,056,373 | 14.73 | 45 | – |
| Total | 29,330,461 | 14.28 | 419 | – |

The monthly breakdown of all shares purchased and the average price paid per share (excluding expenses) in relation to Tranche 3

of the 2025 share buyback programme of up to £300 million, which began in September 2025 and was completed in December

2025, were as follows:

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  | Number of shares  purchased under share  buyback programme | Average price paid | Total cost | Authorised purchases  unutilised at month end |
| Period | Number | £ per share | £m | £m |
| September 25 | 305,000 | 15.49 | 5 | 295 |
| October 25 | 6,998,500 | 16.39 | 115 | 181 |
| November 25 | 3,840,233 | 17.86 | 68 | 112 |
| December 25 | 3,410,912 | 18.18 | 62 | – |
| Total | 14,554,645 | 17.18 | 250 | – |

238

|  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |
| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Notes to the financial statements continued | | | | | | | | | | | |

|  |
| --- |
|  |
| 37. Movements in equity |

Retained earnings and other reserves amounted to £11,530 million  at 31 December 2025 (2024: £8,850 million;  2023: £8,548 million )

of which  £444 million (2024: £452 million ;  2023:  £451 million) related to associates and joint ventures.

The cumulative translation exchange in equity is as follows:

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  | Net translation exchange included in: | | |  |
|  | Retained  earnings  £m | Fair value  reserve  £m | Non-  controlling  interests  £m | Total  translation  exchange  £m |
| At 1 January 2023 | (429) | (5) | (97) | (531) |
| Exchange movements on overseas net assets and net investment hedges | (41) | 19 | (25) | (47) |
| Reclassification of exchange movements on liquidation or disposal of overseas subsidiaries  and associates | (34) | – | – | (34) |
| At 31 December 2023 | (504) | 14 | (122) | (612) |
| Exchange movements on overseas net assets and net investment hedges | (380) | (12) | (4) | (396) |
| Reclassification of exchange movements on liquidation or disposal of overseas subsidiaries  and associates | (87) | – | – | (87) |
| At 31 December 2024 | (971) | 2 | (126) | (1,095) |
| Exchange movements on overseas net assets and net investment hedges | 235 | (4) | (18) | 213 |
| Reclassification of exchange movements on liquidation or disposal of overseas subsidiaries  and associates | (12) | – | – | (12) |
| At 31 December 2025 | (748) | (2) | (144) | (894) |

The analysis of other comprehensive income by equity category is as follows:

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| 2025 | Retained  earnings  £m | Other  reserves  £m | Non-  controlling  interests  £m | Total  £m |
| Items that may be subsequently reclassified to income statement: |  |  |  |  |
| Exchange movements on overseas net assets and net investment hedges | 235 | (4) | – | 231 |
| Reclassification of exchange movements on liquidation or disposal of subsidiaries  and associates | (12) | – | – | (12) |
| Fair value movements on cash flow hedges | – | (41) | – | (41) |
| Cost of hedging | – | 4 | – | 4 |
| Reclassification of cash flow hedges to income statement | – | 36 | – | 36 |
| Deferred tax on fair value movements on cash flow hedges | – | (2) | – | (2) |
| Items that will not be reclassified to income statement: |  |  |  |  |
| Exchange movements on overseas net assets of non-controlling interests | – | – | (18) | (18) |
| Fair value movements on equity investments | – | 215 | – | 215 |
| Tax on fair value movements on equity investments | – | (20) | – | (20) |
| Remeasurement on defined benefit plans | 133 | – | – | 133 |
| Tax on remeasurement defined benefit plans | (33) | – | – | (33) |
| Fair value movements on cash flow hedges | – | – | – | – |
| Total other comprehensive income/(expense) for the year | 323 | 188 | (18) | 493 |

239

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |
| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Notes to the financial statements continued  37. Movements in equity continued | | | | | | | | | | | |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| 2024 | Retained  earnings  £m | Other  reserves  £m | Non-  controlling  interests  £m | Total  £m |
| Items that may be subsequently reclassified to income statement: |  |  |  |  |
| Exchange movements on overseas net assets and net investment hedges | (380) | (12) | – | (392) |
| Reclassification of exchange movements on liquidation or disposal of subsidiaries  and associates | (87) | – | – | (87) |
| Fair value movements on cash flow hedges | – | – | – | – |
| Deferred tax on fair value movements on cash flow hedges | – | 1 | – | 1 |
| Cost of hedging | – | (4) | – | (4) |
| Reclassification of cash flow hedges to income statement | – | 4 | – | 4 |
| Items that will not be reclassified to income statement: |  |  |  |  |
| Exchange movements on overseas net assets of non-controlling interests | – | – | (4) | (4) |
| Fair value movements on equity investments | – | (100) | – | (100) |
| Tax on fair value movements on equity investments | – | 17 | – | 17 |
| Remeasurement on defined benefit plans | 506 | – | – | 506 |
| Tax on remeasurement defined benefit plans | (122) | – | – | (122) |
| Fair value movements on cash flow hedges | – | 8 | – | 8 |
| Total other comprehensive income/(expense) for the year | (83) | (86) | (4) | (173) |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| 2023 | Retained  earnings  £m | Other  reserves  £m | Non-  controlling  interests  £m | Total  £m |
| Items that may be subsequently reclassified to income statement: |  |  |  |  |
| Exchange movements on overseas net assets and net investment hedges | (41) | 19 | – | (22) |
| Reclassification of exchange movements on liquidation or disposal of subsidiaries  and associates | (34) | – | – | (34) |
| Fair value movements on cash flow hedges | – | (1) | – | (1) |
| Deferred tax on fair value movements on cash flow hedges | – | 1 | – | 1 |
| Reclassification of cash flow hedges to income statement | – | 4 | – | 4 |
| Items that will not be reclassified to income statement: |  |  |  |  |
| Exchange movements on overseas net assets of non-controlling interests | – | – | (25) | (25) |
| Fair value movements on equity investments | – | (244) | – | (244) |
| Tax on fair value movements on equity investments | – | 14 | – | 14 |
| Remeasurement on defined benefit plans | 71 | – | – | 71 |
| Tax on remeasurement defined benefit plans | (41) | – | – | (41) |
| Fair value movements on cash flow hedges | – | (40) | – | (40) |
| Total other comprehensive income/(expense) for the year | (45) | (247) | (25) | (317) |

240

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |
| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Notes to the financial statements continued  37. Movements in equity continued | | | | | | | | | | | |

Information on net investment hedges is provided in part (d) of Note 43 ‘Financial instruments and related disclosures'.

The analysis of other reserves is as follows:

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
|  | ESOP Trust  shares  £m | Fair value  reserve  £m | Cash flow  hedge reserve  and cost of  hedging  reserve  £m | Other  reserves  £m | Total  £m |
| At 1 January 2023 | (353) | (308) | (20) | 2,129 | 1,448 |
| Exchange adjustment | 26 | (5) | (2) | – | 19 |
| Transferred to Retained earnings in the year on disposals of equity investments | – | 33 | – | – | 33 |
| Reclassification of cash flow hedges to income statement | – | – | 4 | – | 4 |
| Hedging gain/loss transferred to non-financial assets | – | – | 36 | – | 36 |
| Net fair value movement in the year (including tax) | – | (230) | (40) | – | (270) |
| Ordinary shares acquired by ESOP Trusts | (285) | – | – | – | (285) |
| Write-down of shares held by ESOP Trusts | 324 | – | – | – | 324 |
| At 31 December 2023 | (288) | (510) | (22) | 2,129 | 1,309 |
| Exchange adjustment | (12) | – | – | – | (12) |
| Transferred to Retained earnings in the year on disposals of equity investments | – | (66) | – | – | (66) |
| Reclassification of cash flow hedges to income statement | – | – | 4 | – | 4 |
| Hedging gain/loss transferred to non-financial assets | – | – | (6) | – | (6) |
| Cost of hedging | – | – | (4) | – | (4) |
| Net fair value movement in the year (including tax) | – | (83) | 9 | – | (74) |
| Ordinary shares acquired by ESOP Trusts | (459) | – | – | – | (459) |
| Write-down of shares held by ESOP Trusts | 362 | – | – | – | 362 |
| At 31 December 2024 | (397) | (659) | (19) | 2,129 | 1,054 |
| Exchange adjustments | 44 | (50) | – | – | (6) |
| Transferred to retained earnings in the year on disposal of equity investments | – | 8 | – | – | 8 |
| Reclassification of cash flow hedges to income statement | – | – | 36 | – | 36 |
| Cost of hedging | – | – | 4 | – | 4 |
| Net fair value movement in the year (including tax) | – | 195 | (41) | – | 154 |
| Ordinary shares acquired by ESOP Trusts | (396) | – | – | – | (396) |
| Write-down of shares held by ESOP Trusts | 467 | – | – | – | 467 |
| At 31 December 2025 | (282) | (506) | (20) | 2,129 | 1,321 |

Other reserves include various non-distributable merger and pre-merger reserves amounting to £1,849 million at 31 December 2025

(2024: £1,849 million; 2023: £1,849 million). Other reserves also include the capital redemption reserve created as a result of the

previous share buyback programme amounting to £280 million at 31 December 2025 (2024: £280 million; 2023: £280 million ) which

ceased in 2014. Under the current share buyback programme initiated in 2025, the repurchased shares are held as Treasury shares

and not cancelled, and so no capital redemptive reserve transfers have been made.

241

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |
| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Notes to the financial statements continued | | | | | | | | | | | |

|  |
| --- |
|  |
| 38. Non-controlling interests |

Total non-controlling interests includes the following individually material non-controlling interests. Other non-controlling interests

are individually not material.

#### ViiV Healthcare

GSK holds  78.3% of the ViiV Healthcare sub-group, giving rise to a material non-controlling interest.  Summarised financial

information available at the latest practicable date in respect of the ViiV Healthcare sub-group is as follows:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  | 2025  £m | 2024  £m | 2023  £m |
| Turnover | 7,458 | 7,023 | 6,308 |
| Profit after taxation | 2,862 | 1,619 | 2,034 |
| Other comprehensive income/(expense) | (11) | 7 | (19) |
| Total comprehensive income | 2,851 | 1,626 | 2,015 |

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | 2025  £m | 2024  £m |
| Non-current assets | 2,571 | 2,649 |
| Current assets | 3,710 | 3,479 |
| Total assets | 6,281 | 6,128 |
|  |  |  |
| Current liabilities | (4,321) | (4,218) |
| Non-current liabilities | (7,486) | (8,566) |
| Total liabilities | (11,807) | (12,784) |
| Net liabilities | (5,526) | (6,656) |

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  | 2025  £m | 2024  £m | 2023  £m |
| Net cash inflow from operating activities | 3,042 | 2,554 | 2,192 |
| Net cash outflow from investing activities | (149) | (106) | (2) |
| Net cash outflow from financing activities | (2,452) | (2,518) | (2,463) |
| Increase/(decrease) in cash and bank overdrafts in the year | 441 | (70) | (273) |

The above financial information relates to the ViiV Healthcare group on a stand-alone basis, before the impact of Group-related

adjustments, primarily related to the recognition of preferential dividends. The profit after taxation of £2,862 million (2024:

£1,619 million; 2023 : £2,034 million) is stated after charging preferential dividends payable to GSK and Pfizer and after a charge of

£623 million (2024: £1,377 million; 2023: £858 million) for remeasurement of contingent consideration payable. This consideration is

expected to be paid over a number of years.

The following amounts attributable to the ViiV Healthcare group are included in GSK’s consolidated financial statements:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  | 2025  £m | 2024  £m | 2023  £m |
| Share of profit for the year attributable to non-controlling interest | 552 | 357 | 373 |
| Dividends paid to non-controlling interest | 374 | 392 | 398 |
| Non-controlling interest in the consolidated balance sheet | (515) | (683) | (648) |

|  |
| --- |
|  |
| 39. Related party transactions |

At 31 December 2025 , there were no outstanding loans due to GSK (2024 : £0.8 million with Index Ventures and 2024 : £2.3 million

with Medicxi Ventures I LP). Cash distributions were received from the investments in Medicxi Ventures I LP of £62 million (2024:

£15.3 million), Index Ventures l LP of £2.3 million (2024: £nil) and Kurma Biofund II FCPR of £2.3 million (2024: £nil).

The Group had no other significant related party transactions which might reasonably be expected to influence decisions made by

the users of these financial statements.

The aggregate compensation of the Directors and senior management (members of the Executive Committee, formerly known as

the GSK Leadership Team) is given in Note 9, ‘Employee costs’.

242

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |
| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Notes to the financial statements continued | | | | | | | | | | | |

|  |
| --- |
|  |
| 40. Acquisitions and disposals |

Details of the acquisition and disposal of significant subsidiaries, associates, joint ventures and other businesses are given below:

2025

On 21 February 2025, GSK completed the acquisition of 100% of IDRx, Inc, a Boston-based, clinical stage biopharmaceutical

company dedicated to developing precision therapies for the treatment of gastrointestinal stromal tumours (GIST). The acquisition

includes a lead molecule, IDRX-42, a highly selective investigational tyrosine kinase inhibitor (TKI) that is designed to improve the

outcomes for patients with GIST. The consideration for the acquisition comprised an upfront payment of US$1.1 billion (£840 million)

as adjusted for working capital acquired paid upon closing and up to US$150 million (£119 million) as an additional success-based

regulatory milestone payment. The estimated fair value of the contingent consideration payable was US$56 million (£45 million). In

addition, GSK will also be responsible for success-based milestone payments as well as tiered royalties for IDRX-42 owed to Merck

KGaA, Darmstadt, Germany.

On 7 July 2025, GSK completed the acquisition of 100% of BP Asset IX, Inc. a subsidiary of Boston Pharmaceuticals which provides

access to efimosfermin alfa. Efimosfermin is a phase III-ready, potential best-in-class, investigational speciality medicine to treat

and prevent progression of steatotic liver disease (SLD). The consideration for the acquisition comprised an upfront payment of

US$1.2 billion (£906 million) as adjusted for working capital acquired paid upon closing and up to US$800 million (£588 million) in

certain success-based regulatory milestone payments. The estimated fair value of the contingent consideration payable was

US$302 million (£222 million).

During the period to 31 December 2025, no sales arising from the IDRx or BP Asset IX's businesses were included in Group turnover

and no revenue is expected until regulatory approval is received on the respective acquired assets.

GSK continues to support the ongoing development of the acquired assets and consequently these assets will be loss making until

regulatory approval on these assets is received. The development of these assets has been integrated into the Group’s existing R&D

activities, so it is impracticable to quantify these development costs or the impact on Total profit after taxation for the period ended

31 December 2025.

Goodwill of £315 million (£109 million for IDRx and £206 million for BP Asset IX) has been recognised. The goodwill represents

specific synergies available to GSK from the business combinations. The goodwill has been allocated to the Group’s Commercial

Operations and Total R&D segments (refer to Note 19, ‘Goodwill’ for allocation methodology). None of the goodwill is expected to

be deductible for tax purposes.

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  | IDRx Inc  £m | BP Asset IX  £m | Total  £m |
| Net assets acquired |  |  |  |
| Intangible assets | 882 | 1,088 | 1,970 |
| Trade and other receivables | 5 | – | 5 |
| Cash and cash equivalents | 48 | 30 | 78 |
| Trade and other payables | (31) | (8) | (39) |
| Taxation | (128) | (188) | (316) |
|  | 776 | 922 | 1,698 |
| Goodwill | 109 | 206 | 315 |
| Total consideration | 885 | 1,128 | 2,013 |

Of the total £2.0 billion consideration (£0.9 billion for IDRx and £1.1 billion for BP Asset IX), £267 million (£45 million for IDRx and

£222 million for BP Asset IX) of the contingent consideration recognised at acquisition was unpaid as at 31 December 2025. As at 31

December 2025, the present value of the contingent consideration payable was £45 million for IDRx and £231 million for BP Asset

IX.

On 15 January 2025, GSK completed the acquisition of a Berlin based private company, Cellphenomics GmbH, which has

developed proprietary capabilities in developing durable organoid models, for a total cash consideration of up to €44 million

(approximately £37 million) of which €15 million (£13 million) was unpaid as at 31 December 2025. The acquisition is accounted for

as a business combination but is not considered a significant acquisition for the Group.

#### Business disposals

GSK completed no material business disposals in 2025.

#### Associates and joint ventures

GSK completed no material investments or disposals of associates or joint ventures during the year.

243

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |
| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Notes to the financial statements continued  40. Acquisitions and disposals continued | | | | | | | | | | | |

#### Cash flows

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | Business  acquisitions  £m | Business  disposals  £m |
| Cash consideration paid | (1,755) | (24) |
| Net deferred consideration paid | (15) | (3) |
| Transaction costs | (23) | – |
| Cash and cash equivalents acquired | 78 | – |
| Cash outflow | (1,715) | (27) |

2024

On 9 January 2024, GSK announced it had entered into an agreement to acquire 100% of Aiolos Bio, Inc. (Aiolos), a clinical stage

biopharmaceutical company focused on addressing the unmet treatment needs of patients with certain respiratory and

inflammatory conditions, for a total cash consideration of US $1,004 million (£800 million) as adjusted for working capital acquired

paid upon closing and up to US $400 million (£319 million) in certain success-based regulatory milestone payments. The estimated

fair value of the contingent consideration payable was US$120 million (£96 million). In addition, GSK will also be responsible for

success-based milestone payments as well as tiered royalties owed to Jiangsu Hengrui Pharmaceuticals Co., Ltd. (Hengrui). The

acquisition completed on 14 February 2024.

During 2024, no sales arising from the Aiolos business were included in Group turnover and no revenue is expected until regulatory

approval is received on the acquired asset.

GSK continues to support the ongoing development of the acquired asset and consequently this asset will be loss making until

regulatory approval on this asset is received. The development of this asset has been integrated into the Group’s existing R&D

activities, so it is impracticable to quantify these development costs or the impact on Total profit after taxation for the period ended

31 December 2024.

Goodwill of £191 million has been recognised. The goodwill represents specific synergies available to GSK from the business

combination. The goodwill has been allocated to the Group’s R&D segment. None of the goodwill is expected to be deductible for

tax purposes.

|  |  |
| --- | --- |
|  |  |
|  | Total  £m |
| Net assets acquired: |  |
| Intangible assets | 886 |
| Trade and other receivables | 10 |
| Cash and cash equivalents | 23 |
| Trade and other payables | (26) |
| Deferred tax liabilities | (188) |
|  | 705 |
| Goodwill | 191 |
| Total consideration | 896 |

On 6 June 2024, GSK announced that it had acquired Elsie Biotechnologies, a San Diego-based private biotechnology company

dedicated to unlocking the full potential of oligonucleotide therapeutics, for a total consideration of up to US$51 million

(approximately £40 million), including up to US$10 million (£8 million) in certain success-based development and regulatory

milestone payments. The key assets and liabilities recognised at acquisition include goodwill of US$23 million (£19 million),

intangible assets of US$35 million (£27 million) and a deferred tax liability of US$7 million (£6 million). The acquisition is accounted

for as a business combination but is not considered a significant acquisition for the Group. This agreement is not subject to closing

conditions and the acquisition has been completed.

#### Business disposals

GSK completed no material business disposals in 2024.

#### Associates and joint ventures

GSK completed no material investments or disposals of associates or joint ventures during the year.

244

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |
| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Notes to the financial statements continued  40. Acquisitions and disposals continued | | | | | | | | | | | |

#### Cash flows

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | Business  acquisitions  £m | Business  disposals  £m |
| Cash consideration paid | (773) | – |
| Net deferred consideration paid | (57) | (18) |
| Transaction costs | (5) | – |
| Cash and cash equivalents acquired | 25 | – |
| Cash outflow | (810) | (18) |

2023

#### Business acquisitions

On 28 June 2023, GSK completed the acquisition of BELLUS Health Inc. (“Bellus") which was effected through a Plan of

Arrangement (the “Arrangement”) pursuant to the Canada Business Corporations Act. The Arrangement was approved by Bellus’

shareholders on 16 June 2023. Upon completion, GSK acquired all outstanding common shares of Bellus for US$14.75 per common

share in cash, representing a total equity value of US$2 billion (£1.6 billion). The acquisition provides GSK access to camlipixant, a

potential best-in-class and highly selective P2X3 antagonist currently in phase III development for the first-line treatment of adult

patients with refractory chronic cough (RCC).

|  |  |
| --- | --- |
|  |  |
|  | Total  £m |
| Net assets acquired: |  |
| Intangible assets | 1,438 |
| Non-current equity investments | 2 |
| Right of use assets | 1 |
| Trade and other receivables | 96 |
| Investments held as current assets | 51 |
| Cash and cash equivalents | 148 |
| Lease liabilities | (1) |
| Trade and other payables | (103) |
| Deferred tax liabilities | (136) |
|  | 1,496 |
| Non-controlling interest | – |
| Goodwill | 109 |
| Total consideration | 1,605 |

In 2023, the provisional values of the identifiable assets and liabilities acquired in the Affinivax, Inc. business combination were

updated for the finalisation of the fair value of intangible assets, resulting in an increase in intellectual property of £39 million, a

decrease to goodwill of £31 million and a decrease to deferred tax of £8 million. The amounts recognised at 31 December 2022

have not been restated on the basis of materiality.

#### Business disposals

GSK completed no material business disposals in 2023.

#### Associates and joint ventures

GSK completed no material investments or disposals of associates or joint ventures during the year.

#### Cash flows

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | Business  acquisitions  £m | Business  disposals  £m |
| Cash consideration (paid)/received | (1,605) | 68 |
| Net deferred consideration paid | – | (19) |
| Transaction costs | (17) | – |
| Cash and cash equivalents acquired/(divested) | 148 | – |
| Cash (outflow)/inflow | (1,474) | 49 |

245

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |
| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Notes to the financial statements continued | | | | | | | | | | | |

|  |
| --- |
|  |
| 41. Adjustments reconciling profit after tax to operating cash  flows |

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  | 2025  £m | 2024  £m | 2023  £m |
| Total profit after tax from operations | 6,289 | 2,951 | 5,308 |
|  |  |  |  |
| Tax on profits | 1,112 | 526 | 756 |
| Share of after tax (profits)/losses of associates and joint ventures | (1) | 3 | 5 |
| Finance expense net of finance income | 532 | 547 | 677 |
| Depreciation | 1,056 | 1,097 | 1,082 |
| Amortisation of intangible assets | 1,258 | 1,454 | 1,212 |
| Impairment and assets written off | 1,098 | 408 | 467 |
| Loss on sale of businesses | 9 | 11 | – |
| Profit on sale of intangible assets | (49) | (170) | (12) |
| Profit on sale of investments in associates | – | (6) | (1) |
| Profit on sale of equity investments | (4) | (10) | – |
| Changes in working capital: |  |  |  |
| Decrease/(increase) in inventories | (140) | (294) | (424) |
| Decrease/(increase) in trade receivables | (613) | 298 | (794) |
| Increase/(decrease) in trade payables | 131 | (179) | (15) |
| Contingent consideration paid (see Note 32) | (1,330) | (1,235) | (1,134) |
| Other non-cash increase in contingent consideration liabilities | 465 | 1,834 | 492 |
| Decrease/(increase) in other receivables | (484) | 42 | 145 |
| Increase/(decrease) in other payables | 343 | (610) | 689 |
| Increase/(decrease) in pension and other provisions | (1,139) | 999 | (457) |
| Share-based incentive plans | 374 | 344 | 307 |
| Fair value adjustments | 45 | (39) | (107) |
| Other | (9) | (110) | (100) |
|  |  |  |  |
| Total adjustments | 2,654 | 4,910 | 2,788 |
|  |  |  |  |
| Total cash generated from operations | 8,943 | 7,861 | 8,096 |

246

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|  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |
| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Notes to the financial statements continued | | | | | | | | | | | |

|  |
| --- |
|  |
| 42. Reconciliation of net cash flow to movement in net debt |

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  | 2025  £m | 2024  £m | 2023  £m |
| Net debt, at beginning of year | (13,095) | (15,040) | (17,197) |
| Increase/(decrease) in cash and bank overdrafts | (177) | 599 | (468) |
| Decrease in liquid investments | (11) | (21) | (72) |
| Repayment of long-term loans(1) | 1,400 | 1,615 | 2,260 |
| Issue of long-term notes | (1,979) | (1,075) | (223) |
| Net decrease/(increase) in short-term loans | (1,085) | 811 | 333 |
| Increase in other short-term loans (2) | (130) | (266) | – |
| Repayment of other short-term loans(2) | 288 | 81 | – |
| Repayment of lease liabilities | 241 | 226 | 197 |
| Net investments/(debt) of subsidiary undertakings acquired | (1) | – | 50 |
| Exchange adjustments | 241 | 117 | 554 |
| Other non-cash movements | (145) | (142) | (474) |
| Decrease/(increase) in net debt | (1,358) | 1,945 | 2,157 |
|  |  |  |  |
| Total net debt at end of year | (14,453) | (13,095) | (15,040) |

|  |  |
| --- | --- |
|  |  |
| (1) | Repayment of long-term loans includes the current portion of long-term borrowings which are classified as short-term borrowings on the balance  sheet. This change in presentation was made in 2024. Previously, the repayment of short-term borrowings was presented as repayment of short-term  loans (2023: £2,116 million) |
| (2) | Other short-term loans include bank loans presented within short-term borrowings on the balance sheet, with an initial maturity of greater than three  months |

|  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |
| Analysis of changes in net debt |  | At 1 January  2025  £m | Exchange  £m | Other  £m | Interest  expense  £m | Change  in fair value  £m | Reclass-  ifications  £m | Cash flow  £m | At  31 December  2025  £m |
| Liquid investments |  | 21 | (1) | – | – | – | – | (11) | 9 |
|  |  |  | – | – | – | – | – | – | – |
| Cash and cash equivalents |  | 3,870 | (22) | – | – | – | – | (451) | 3,397 |
| Bank overdrafts |  | (467) | 3 | – | – | – | – | 274 | (190) |
|  |  | 3,403 | (19) | – | – | – | – | (177) | 3,207 |
| Debt due within one year: |  |  |  |  |  |  |  |  |  |
| Commercial paper |  | – | 7 | – | – | – | – | (1,085) | (1,078) |
| European/US MTN & Bank facilities |  | (1,419) | (43) | 35 | – | – | (1,456) | 1,400 | (1,483) |
| Lease liabilities |  | (168) | 6 | 19 | – | – | (233) | 241 | (135) |
| Other |  | (295) | 51 | (38) | – | – | – | 158 | (124) |
|  |  | (1,882) | 21 | 16 | – | – | (1,689) | 714 | (2,820) |
| Debt due after one year: |  |  |  |  |  |  |  |  |  |
| European/US MTN & Bank facilities |  | (13,703) | 222 | – | (11) | – | 1,456 | (1,979) | (14,015) |
| Lease liabilities |  | (934) | 26 | (18) | – | – | 233 | – | (693) |
|  |  | (14,637) | 247 | (18) | (11) | – | 1,689 | (1,979) | (14,708) |
|  |  |  |  |  |  |  |  |  |  |
| Liabilities relating to assets held for sale |  | – | – | (139) | – | – | – | – | (139) |
|  |  |  |  |  |  |  |  |  |  |
| Net debt |  | (13,095) | 246 | (141) | (11) | 1 | – | (1,453) | (14,453) |
| Interest payable |  | (162) | 1 | (37) | (642) | – | – | 679 | (161) |
| Derivative financial instruments |  | (82) | – | – | – | 15 | – | 46 | (21) |
| Total liabilities from financing activities\* |  | (16,763) | 267 | (178) | (653) | 16 | – | (540) | (17,851) |

|  |  |
| --- | --- |
|  |  |
| \* | Excluding cash and cash equivalents, overdrafts and liquid investments. |

247

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| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Notes to the financial statements continued  42. Reconciliation of net cash flow to movement in net debt continued | | | | | | | | | | | |

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
| Analysis of changes in net debt | At 1 January  2024  £m | Exchange  £m | Other  £m | Interest  expense  £m | Change  in fair value  £m | Reclass-  ifications  £m | Cash flow  £m | At  31 December  2024  £m |
| Liquid investments | 42 | – | – |  |  |  | (21) | 21 |
|  |  |  |  |  |  |  |  |  |
| Cash and cash equivalents | 2,936 | (54) | – | – | – | – | 988 | 3,870 |
| Overdrafts | (78) | – | – | – | – | – | (389) | (467) |
|  | 2,858 | (54) | – | – | – | – | 599 | 3,403 |
|  |  |  |  |  |  |  |  |  |
| Debt due within one year: |  |  |  |  |  |  |  |  |
| Commercial paper | (815) | 4 | – | – | – | – | 811 | – |
| European/US MTN & Bank facilities | (1,651) | 51 | (20) | – | – | (1,414) | 1,615 | (1,419) |
| Lease liabilities | (156) | 5 | 6 | – | – | (249) | 226 | (168) |
| Other | (113) | (11) | 14 | – | – | – | (185) | (295) |
|  | (2,735) | 49 | – | – | – | (1,663) | 2,467 | (1,882) |
|  |  |  |  |  |  |  |  |  |
| Debt due after one year: |  |  |  |  |  |  |  |  |
| European/US MTN & Bank facilities | (14,154) | 127 | – | (15) | – | 1,414 | (1,075) | (13,703) |
| Lease liabilities | (1,051) | 5 | (137) | – | – | 249 | – | (934) |
|  | (15,205) | 132 | (137) | (15) | – | 1,663 | (1,075) | (14,637) |
|  |  |  |  |  |  |  |  |  |
| Net debt | (15,040) | 127 | (137) | (15) | – | – | 1,970 | (13,095) |
|  | |  |  |  |  |  |  |  |
| Interest payable | (162) | – | (30) | (602) | – | – | 632 | (162) |
| Derivative financial instruments | 16 | – | – | – | 31 | – | (129) | (82) |
| Total liabilities from financing  activities\* | (18,086) | 181 | (167) | (617) | 31 | – | 1,895 | (16,763) |

\*Excluding cash and cash equivalents, overdrafts and liquid investments.

For further information on significant changes in net debt see Note 29, ‘Net debt’.

248

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| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Notes to the financial statements continued | | | | | | | | | | | |

|  |
| --- |
|  |
| 43. Financial instruments and related disclosures |

The objective of GSK’s Treasury activities is to minimise the net

cost of financial operations and reduce its volatility to benefit

earnings and cash flows. GSK uses a variety of financial

instruments to finance its operations and derivative financial

instruments to manage market risks from these operations.

Derivatives principally comprise foreign exchange forward

contracts and swaps which are used to swap borrowings and

liquid assets into currencies required for Group purposes as well

as interest rate swaps and cross currency swaps which are used

to manage exposure to financial risks from changes in interest

rates. These financial instruments reduce the uncertainty of

foreign currency transactions and interest payments.

Derivatives are used exclusively for hedging purposes in relation

to underlying business activities and not as trading or

speculative instruments.

#### Capital management

GSK’s financial strategy supports the Group’s strategic priorities

and is regularly reviewed by the Board. GSK manages the

capital structure of the Group through an appropriate mix of

debt and equity.

The capital structure of the Group consists of net debt of £14.5

billion ( 2024: £13.1 billion ) (see Note 29, ‘Net debt’) and total

equity, including items related to non-controlling interests, of

£16.0 billion (2024: £13.1 billion) (see ‘Consolidated statement of

changes in equity’ on page [188](#ia0478a7d9608435797b09f6fdeba7f82_364)). Total capital, including that

provided by non-controlling interests, is  £30.5 billion (2024:

£26.2 billion).

The Group continues to manage its financial policies to a credit

profile that particularly targets ratings of at least A2/A

(Moody's/S&P), through the cycle. The Group’s long-term credit

rating with S&P is A (stable outlook) and with Moody’s is A2

(stable outlook). The Group’s short-term credit ratings are A-1

and P-1 with S&P and Moody’s respectively.

#### Liquidity risk management

GSK’s policy is to borrow centrally in order to meet anticipated

funding requirements. The strategy is to diversify liquidity

sources using a range of facilities and to maintain broad access

to financial markets. Each day, GSK sweeps cash to or from a

number of global subsidiaries and central Treasury accounts for

liquidity management purposes. GSK utilises both physical and

notional cash pool arrangements as appropriate by location

and currency. For notional cash pools, liquidity is drawn against

foreign currency balances to provide both local funding and

central liquidity as required and with balances actively

managed and maintained to appropriate levels. As balances in

notional pooling arrangements are not settled across

currencies, gross cash and overdraft balances are reported.

At 31 December 2025, GSK had £3.0 billion (2024: £2.3 billion)

of borrowings repayable within one year and held £3.4 billion

(2024: £3.9 billion) of cash and cash equivalents and liquid

investments of which £2.6 billion (2024: £3.1 billion)  was held

centrally.

GSK has access to short-term finance under a $10 billion (£7.4

billion ) US commercial paper programme; $1,450 million (£1,078

million) was in issue at 31 December 2025 (2024: $nil (£nil)).

Maximum drawdowns under the US commercial paper

programme during the year were $1,450 million (£1,078 million)

(2024: $1,315 million (£1,048 million)). GSK has access to short-

term finance under a £5 billion Euro commercial paper

programme. There was no Euro commercial paper in issue at

31 December 2025 (2024: €nil (£nil)). Maximum drawdowns

under the Euro commercial paper programme during the year

were €750 million (£642 million) (2024: €170 million (£145

million)).

GSK has £1.6 billion of three-year and $2.2 billion (£1.6 billion) of

364-day committed facilities. In August 2025 GSK cancelled

both these committed facilities and replaced them with new

revolving facilities of equivalent size with maturities of

September 2028 for the three-year facility and September 2026

for the 364-day facility. These committed facilities were

undrawn at 31 December 2025. GSK considers this level of

committed facilities to be adequate, given current liquidity

requirements.

GSK has a £20 billion Euro Medium Term Note programme and

at 31 December 2025, £8.8 billion of notes were in issue under

this programme. The Group also had $9.0 billion (£6.7 billion) of

notes in issue at 31 December 2025 under a US shelf

registration. GSK’s borrowings mature at dates between 2026

and 2045.

#### Market risk

Interest rate risk management

GSK’s objective is to minimise the effective net interest cost and

to balance the mix of debt at fixed and floating rates over time.

The Group’s main interest rate risk arises from borrowings and

investments with floating rates and refinancing of maturing

fixed rate debt where any changes in interest rates will affect

future cash flows or the fair values of financial instruments. The

policy on interest rate risk management limits the net amount of

floating rate debt to a specific cap, reviewed and agreed no

less than annually by the Board.

The majority of debt is issued at fixed interest rates and

changes in the floating rates of interest do not significantly

affect the Group’s net interest charge. Short-term borrowings

including bank facilities are exposed to the risk of future

changes in market interest rates as are the majority of cash and

liquid investments.

GSK has the ability to further manage interest rate risk through

the use of interest rate swaps and cross currency swaps.

249

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| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Notes to the financial statements continued  43. Financial instruments and related disclosures continued | | | | | | | | | | | |

Foreign exchange risk management

The Group’s objective is to minimise the exposure of overseas

operating subsidiaries to transaction risk by matching local

currency income with local currency costs where possible.

Foreign currency transaction exposures arising on external and

internal trade flows are selectively hedged. GSK’s internal

trading transactions are matched centrally and inter-company

payment terms are managed to reduce foreign currency risk.

Where possible, GSK manages the cash surpluses or borrowing

requirements of subsidiary companies centrally using forward

contracts to hedge future repayments back into the originating

currency.

In order to reduce foreign currency translation exposure, the

Group seeks to denominate borrowings in the currencies of our

principal assets and cash flows. These are primarily

denominated in US Dollars, Euros and Sterling. Borrowings can

be swapped into other currencies as required through the use of

cross currency swaps.

Borrowings denominated in, or swapped into, foreign currencies

that match investments in overseas Group assets may be

treated as a hedge against the relevant assets. Forward

contracts in major currencies are also used to reduce exposure

to the Group’s investment in overseas assets (see ‘Net

investment hedges’ section of this note for further details).

#### Credit risk

Credit risk is the risk that a counterparty will default on its

contractual obligations resulting in financial loss to the Group

and arises on cash and cash equivalents and favourable

derivative financial instruments held with banks and financial

institutions as well as credit exposures to wholesale and retail

customers, including outstanding receivables.

The Group considers its maximum credit risk at 31 December

2025 to be £10,036 million (31 December 2024: £9,986 million)

which is the total of the Group’s financial assets with the

exception of ’Other investments’ (comprising equity

investments) which bear equity risk rather than credit risk. See

page [252](#i4f29f367242d407283e96c8f0bcff985_0-0-1-1-1034676) for details on the Group’s total financial assets. At

31 December 2025, GSK’s greatest concentration of credit risk

was £1.3 billion with a wholesaler in the US (2024: £1.1 billion with

a wholesaler in the US). See page [250](#i4d8dcdf908564a55a245a614a276e11f_54071) for further information on

the Group’s credit risk exposure in respect of the three largest

US wholesaler customers.

There has been no change in the estimation techniques or

significant assumptions made during the current and prior

reporting periods in assessing the loss allowance for financial

assets at amortised cost or at FVTOCI.

Treasury-related credit risk

GSK sets global counterparty limits for each of GSK’s banking

and investment counterparties based on long-term credit

ratings from Moody’s and S&P. Usage of these limits is actively

monitored. Credit Support Annexes (CSAs) can be utilised to

reduce credit risk on selected trades, taking into consideration

impact on current and future liquidity.

GSK actively manages its exposure to credit risk, reducing

surplus cash balances wherever possible. This is part of GSK’s

strategy to regionalise cash management and to concentrate

cash centrally as much as possible. The table below sets out the

credit exposure to counterparties by rating for liquid

investments, cash and cash equivalents and derivatives.

The gross asset position on each derivative contract is

considered for the purpose of this table, although, under

International Swaps and Derivatives Association (ISDA)

agreements, the amount at risk is the net position with each

counterparty. Table (e) on page [261](#i4d8dcdf908564a55a245a614a276e11f_54080) sets out the Group’s

financial assets and liabilities on an offset basis.

250

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| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Notes to the financial statements continued  43. Financial instruments and related disclosures continued | | | | | | | | | | | |

At 31 December 2025, £51 million (2024: £24 million) of cash is categorised as held with unrated or sub-investment grade rated

counterparties (lower than BBB-/Baa3). This exposure is concentrated in overseas banks used for local cash management or

investment purposes, including: £29 million with Banco de Galicia Y Buenos Aires in Argentina; £15 million with Halk Bank in Turkey;

£4 million in Ecuador held with Banco De La Produccion; and £2 million in Brazil held with Banco Bradesco, Itaú Unibanco, Banco

Do Brasil and Caixa Econômica Federal. Of the £69 million (2024: £80 million) of bank balances and deposits held with BBB/Baa

rated counterparties, £23 million was held with BBB-/Baa3 rated counterparties, including balances or deposits of £13 million with

OTP Bank in Russia; £8 million with ICICI bank in India; and £2 million with State Bank of India in India. These banks are used for

local investment purposes, with the exception of Russia where there are no plans for new investments.

GSK measures expected credit losses over cash and cash equivalents as a function of individual counterparty credit ratings and

associated 12 month default rates. Expected credit losses over cash and cash equivalents and third-party financial derivatives are

deemed to be immaterial and no such loss has been experienced during 2025 or 2024.

Credit ratings are assigned by S&P and Moody’s respectively. Where the opinions of the two rating agencies differ, GSK assigns the

lower rating of the two to the counterparty. Where local rating agency or Fitch data is the only source available, the ratings are

converted to global ratings equivalent to those of S&P or Moody’s using published conversion tables. These credit ratings form the

basis of the assessment of the expected credit loss on Treasury-related balances held at amortised cost being bank balances and

deposits and Government securities.

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
| 2025 | AAA/Aaa  £m | AA/Aa  £m | A/A  £m | BBB/Baa  £m | BB+/Ba1  and below  /unrated  £m | Total  £m |
| Bank balances and deposits | – | 48 | 1,436 | 69 | 51 | 1,604 |
| US Treasury and Treasury repo only money market funds | 431 | – | – | – | – | 431 |
| Liquidity funds | 1,362 | – | – | – | – | 1,362 |
| Government securities | – | 9 | – | – | – | 9 |
| Third-party financial derivatives | – | – | 121 | – | – | 121 |
| Total | 1,793 | 57 | 1,557 | 69 | 51 | 3,527 |

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
| 2024 | AAA/Aaa  £m | AA/Aa  £m | A/A  £m | BBB/Baa  £m | BB+/Ba1  and below  /unrated  £m | Total  £m |
| Bank balances and deposits | – | 36 | 2,450 | 80 | 24 | 2,590 |
| US Treasury and Treasury repo only money market funds | 300 | – | – | – | – | 300 |
| Liquidity funds | 980 | – | – | – | – | 980 |
| Government securities | – | 21 | – | – | – | 21 |
| Third-party financial derivatives | – | – | 110 | – | – | 110 |
| Total | 1,280 | 57 | 2,560 | 80 | 24 | 4,001 |

GSK’s centrally managed cash reserves amounted to £2.6 billion

(2024: £3.1 billion) at 31 December 2025, all available within

three months. This includes £2.3 billion (2024: £1.9 billion) of

cash managed by the Group for ViiV Healthcare, a 78.3%

(2024: 78.3%) owned subsidiary. The Group has invested

centrally managed liquid assets in bank deposits, Aaa/AAA

rated US Treasury and Treasury repo only money market funds

and Aaa/AAA rated liquidity funds.

Wholesale and retail credit risk

Outside the US, no customer accounts for more than 5% of the

Group’s trade receivables balance.

In the US, in line with other pharmaceutical companies, the

Group sells its products through a small number of wholesalers

in addition to hospitals, pharmacies, physicians and other

groups. Sales to the three largest wholesalers amounted to

approximately 79% (2024: 77%) of the sales of the US

Commercial Operations business in 2025.

At 31 December 2025, the Group had trade receivables due

from these three wholesalers totalling £3,127 million or 53% of

total trade receivables (2024: £2,766 million or 50%). The Group

is exposed to a concentration of credit risk in respect of these

wholesalers such that, if one or more of them encounters

financial difficulty, it could materially and adversely affect the

Group’s financial results.

This concentration of trade receivables is reflective of standard

market practice in the US pharmaceuticals sector where a

significant portion of sales are made to these three wholesalers,

as disclosed in Note 6, 'Turnover and segment information'.

GSK’s assessment is that there is limited credit risk associated

with these customers.

The Group’s credit risk monitoring activities relating to these

wholesalers include a review of their quarterly financial

information and S&P credit ratings, development of GSK

internal risk ratings, and establishment and periodic review of

credit limits.

All new customers are subject to a credit vetting process and

existing customers are subject to a review at least annually. The

vetting process and subsequent reviews involve obtaining

information including the customer’s status as a government or

private sector entity, audited financial statements, credit bureau

reports, debt rating agency (e.g. Moody’s, S&P) reports,

payment performance history (from trade references, industry

credit groups) and bank references.

251

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|  |  |  |  |  |  |  |  |  |  |  |  |
| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Notes to the financial statements continued  43. Financial instruments and related disclosures continued | | | | | | | | | | | |

Trade receivables consist of amounts due from a large number

of customers, spread across diverse industries and

geographical areas. Ongoing credit evaluation is performed on

the financial condition of accounts receivable and, where

appropriate, credit insurance is purchased or factoring

arrangements put in place.

The amount of information obtained is proportional to the level

of exposure being considered. The information is evaluated

quantitatively (i.e. credit score) and qualitatively (i.e.

judgement) in conjunction with the customer’s credit

requirements to determine a credit limit.

Trade receivables are grouped into customer segments that

have similar loss patterns to assess credit risk while other

receivables and other financial assets are assessed individually.

Historical and forward-looking information is considered to

determine the appropriate expected credit loss allowance.

The Group believes there is no further credit risk provision

required in excess of the allowance for expected credit losses

(see Note 25, ‘Trade and other receivables’).

Credit enhancements

The Group uses credit enhancements including factoring, letters

of credit and credit insurance to minimise the credit risk of the

trade receivables in the Group. At 31 December 2025, £211

million (2024: £307 million) of trade receivables were insured in

order to protect the receivables from loss due to credit risks

such as default, insolvency and bankruptcy.

Each Group entity assesses the credit risk of its private

customers to determine if credit insurance is required.

Factoring arrangements are managed locally by entities and

are used to mitigate risk arising from large credit risk

concentrations. All factoring arrangements are non-recourse.

Trade receivables with a carrying amount of £754 million (2024:

£846 million), that would otherwise have appeared on the

Group balance sheet at 31 December 2025, were derecognised

under factoring arrangements.

#### Fair value of financial assets and liabilities

#### excluding lease liabilities

The table on page [252](#i4f29f367242d407283e96c8f0bcff985_0-0-1-1-1034676) presents the carrying amounts and the

fair values of the Group’s financial assets and liabilities

excluding lease liabilities at 31 December 2025 and

31 December 2024.

The fair values of the financial assets and liabilities are included

at the price that would be received to sell an asset or paid to

transfer a liability in an orderly transaction between market

participants at the measurement date.

The following methods and assumptions are used to measure

the fair values of significant financial instruments carried at fair

value on the balance sheet:

– Other investments – equity investments traded in an active

market determined by reference to the relevant stock

exchange quoted bid price; other equity investments

determined by reference to the current market value of

similar instruments, recent financing rounds or the discounted

cash flows of the underlying net assets

– Trade receivables carried at fair value – based on invoiced

amount

– Interest rate swaps, cross currency interest rate swaps, foreign

exchange forward contracts, swaps and options – based on

the present value of contractual cash flows or option

valuation models using market sourced data (for example

exchange rates or interest rates) at the balance sheet date

– Cash equivalents carried at fair value – based on net asset

value of the funds

– Contingent consideration for business acquisitions and

divestments – based on present value of expected future

cash flows

The following methods and assumptions are used to estimate

the fair values of significant financial instruments which are not

measured at fair value on the balance sheet:

– Receivables and payables, excluding put options, carried at

amortised cost – approximates to the carrying amount

– Payables relating to put options - approximates to the

carrying amount because the Pfizer put option liability is

measured on the gross redemption basis derived from an

internal valuation of the ViiV Healthcare business, utilising a

discounted forecast future cash flow methodology (see Note

28 ‘Trade and other payables’ for further details)

– Liquid investments – approximates to the carrying amount

– Cash and cash equivalents carried at amortised cost –

approximates to the carrying amount

– Long-term loans – based on quoted market prices (a Level 1

fair value measurement) in the case of European and US

Medium Term Notes; approximates to the carrying amount in

the case of other fixed rate borrowings and floating rate bank

loans

– Short-term loans, overdrafts and commercial paper –

approximates to the carrying amount because of the short

maturity of these instruments

252

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| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Notes to the financial statements continued  43. Financial instruments and related disclosures continued | | | | | | | | | | | |

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
|  |  |  | 2025 | | 2024 | |
|  | Notes |  | Carrying  amount  £m | Fair  value  £m | Carrying  amount  £m | Fair  value  £m |
|  |  |  |  |  |  |  |
| Financial assets measured at amortised cost: |  |  |  |  |  |  |
| Other non-current assets | b |  | 2 | 2 | 5 | 5 |
| Trade and other receivables | b |  | 4,091 | 4,091 | 3,733 | 3,733 |
| Liquid investments |  |  | 9 | 9 | 21 | 21 |
| Cash and cash equivalents |  |  | 1,604 | 1,604 | 2,590 | 2,590 |
|  |  |  |  |  |  |  |
| Financial assets measured at fair value through other comprehensive  income: |  |  |  |  |  |  |
| Other investments designated at FVTOCI | a |  | 788 | 788 | 843 | 843 |
| Trade and other receivables | a,b |  | 2,346 | 2,346 | 2,163 | 2,163 |
|  |  |  |  |  |  |  |
| Financial assets mandatorily measured at fair value through profit or loss: |  |  |  |  |  |  |
| Current equity investments and other investments | a |  | 249 | 249 | 257 | 257 |
| Other non-current assets | a,b |  | 14 | 14 | 31 | 31 |
| Trade and other receivables | a,b |  | 56 | 56 | 53 | 53 |
| Held for trading derivatives that are not in a designated and  effective hedging relationship | a,d,e |  | 15 | 15 | 75 | 75 |
| Cash and cash equivalents | a |  | 1,793 | 1,793 | 1,280 | 1,280 |
|  |  |  |  |  |  |  |
| Derivatives designated and effective as hedging instruments (fair value  movements through other comprehensive income) | a,d,e |  | 106 | 106 | 35 | 35 |
| Total financial assets |  |  | 11,073 | 11,073 | 11,086 | 11,086 |
|  |  |  |  |  |  |  |
| Financial liabilities measured at amortised cost: |  |  |  |  |  |  |
| Borrowings excluding obligations under lease liabilities: |  |  |  |  |  |  |
| –  bonds in a designated hedging relationship | d |  | (6,524) | (6,388) | (5,346) | (5,278) |
| –  other bonds |  |  | (8,973) | (9,104) | (9,774) | (9,597) |
| –  bank loans and overdrafts |  |  | (314) | (314) | (762) | (762) |
| –  commercial paper in a designated hedging relationship |  |  | – | – | – | – |
| –  other commercial paper |  |  | (1,078) | (1,078) | – | – |
| –  other borrowings |  |  | (1) | (1) | (2) | (2) |
| Total borrowings excluding lease liabilities | f |  | (16,890) | (16,885) | (15,884) | (15,639) |
| Trade and other payables | c |  | (13,185) | (13,185) | (13,160) | (13,160) |
| Other provisions | c |  | (306) | (306) | (182) | (182) |
| Other non-current liabilities | c |  | (13) | (13) | (46) | (46) |
| Financial liabilities mandatorily measured at fair value through profit or loss: |  |  |  |  |  |  |
| Contingent consideration liabilities | a,c |  | (6,733) | (6,733) | (7,280) | (7,280) |
| Held for trading derivatives that are not in a designated and  effective hedging relationship | a,d,e |  | (54) | (54) | (35) | (35) |
|  |  |  |  |  |  |  |
| Derivatives designated and effective as hedging instruments (fair value  movements through other comprehensive income) | a,d,e |  | (88) | (88) | (157) | (157) |
| Total financial liabilities excluding lease liabilities |  |  | (37,269) | (37,264) | (36,744) | (36,499) |
|  |  |  |  |  |  |  |
| Net financial assets and financial liabilities excluding lease liabilities |  |  | (26,196) | (26,191) | (25,658) | (25,413) |

The valuation methodology used to measure fair value in the above table is described and categorised on page [251](#i4d8dcdf908564a55a245a614a276e11f_54089).

Trade and other receivables, Other non-current assets, Trade and other payables, Other provisions, Contingent consideration

liabilities and Other non-current liabilities are reconciled to the relevant Notes on pages [254](#i4d8dcdf908564a55a245a614a276e11f_54100) to [255](#i4d8dcdf908564a55a245a614a276e11f_54101).

253

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|  |  |  |  |  |  |  |  |  |  |  |  |
| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Notes to the financial statements continued  43. Financial instruments and related disclosures continued | | | | | | | | | | | |

#### Fair value of investments in GSK shares

At 31 December 2025, the Employee Share Ownership Plan (ESOP) Trusts held GSK shares with a carrying amount of £282 million

(2024: £397 million) and a market value of £1,147 million (2024: £866 million) based on quoted market price. The shares are held by

the ESOP Trusts to satisfy future exercises of options and awards under employee incentive schemes. In 2025, the carrying amount,

which is the lower of cost or expected proceeds, of these shares has been recognised as a deduction from other reserves. At

31 December 2025, GSK held Treasury shares at a cost of £3,948 million (2024: £2,958 million) which has been deducted from

retained earnings.

#### (a) Financial instruments held at fair value

The following tables categorise the Group’s financial assets and liabilities held at fair value by the valuation methodology applied in

determining their fair value. Where possible, quoted prices in active markets are used (Level 1). Where such prices are not available,

the asset or liability is classified as Level 2, provided all significant inputs to the valuation model used are based on observable

market data. If one or more of the significant inputs to the valuation model is not based on observable market data, the instrument

is classified as Level 3. Other investments classified as Level 3 in the tables below comprise equity investments in unlisted entities

with which the Group has entered into research collaborations and investments which provide access to biotechnology

developments of potential interest.

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| At 31 December 2025 | Level 1  £m | Level 2  £m | Level 3  £m | Total  £m |
| Financial assets at fair value |  |  |  |  |
| Financial assets measured at fair value through other comprehensive income: |  |  |  |  |
| Other investments designated at FVTOCI | 592 | – | 196 | 788 |
| Trade and other receivables | – | 2,346 | – | 2,346 |
| Financial assets mandatorily measured at fair value through profit or loss: |  |  |  |  |
| Current equity investments and other investments | – | – | 249 | 249 |
| Other non-current assets | – | – | 14 | 14 |
| Trade and other receivables | – | 41 | 15 | 56 |
| Held for trading derivatives that are not in a designated and effective hedging relationship | – | 15 | – | 15 |
| Cash and cash equivalents | 1,793 | – | – | 1,793 |
| Derivatives designated and effective as hedging instruments | – | 106 | – | 106 |
|  | 2,385 | 2,508 | 474 | 5,367 |
| Financial liabilities at fair value |  |  |  |  |
| Financial liabilities mandatorily measured at fair value through profit or loss: |  |  |  |  |
| Contingent consideration liabilities | – | – | (6,733) | (6,733) |
| Held for trading derivatives that are not in a designated and effective hedging relationship | – | (54) | – | (54) |
| Derivatives designated and effective as hedging instruments | – | (88) | – | (88) |
|  | – | (142) | (6,733) | (6,875) |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| At 31 December 2024 | Level 1  £m | Level 2  £m | Level 3  £m | Total  £m |
| Financial assets at fair value |  |  |  |  |
| Financial assets measured at fair value through other comprehensive income: |  |  |  |  |
| Other investments designated at FVTOCI | 646 | – | 197 | 843 |
| Trade and other receivables | – | 2,163 | – | 2,163 |
| Financial assets mandatorily measured at fair value through profit or loss: |  |  |  |  |
| Current equity investments and other investments | – | – | 257 | 257 |
| Other non-current assets | – | – | 31 | 31 |
| Trade and other receivables | – | 51 | 2 | 53 |
| Held for trading derivatives that are not in a designated and effective hedging relationship | – | 75 | – | 75 |
| Cash and cash equivalents | 1,280 | – | – | 1,280 |
| Derivatives designated and effective as hedging instruments | – | 35 | – | 35 |
|  | 1,926 | 2,324 | 487 | 4,737 |
| Financial liabilities at fair value |  |  |  |  |
| Financial liabilities mandatorily measured at fair value through profit or loss: |  |  |  |  |
| Contingent consideration liabilities | – | – | (7,280) | (7,280) |
| Held for trading derivatives that are not in a designated and effective hedging relationship | – | (35) | – | (35) |
| Derivatives designated and effective as hedging instruments | – | (157) | – | (157) |
|  | – | (192) | (7,280) | (7,472) |

254

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|  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |
| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Notes to the financial statements continued  43. Financial instruments and related disclosures continued | | | | | | | | | | | |

Movements in the year for financial instruments measured using Level 3 valuation methods are presented below:

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | 2025  £m | 2024  £m |
| At 1 January | (6,793) | (6,248) |
| Exchange adjustments | 13 | (1) |
| Net losses recognised in the income statement | (586) | (1,733) |
| Net losses recognised in other comprehensive income | (30) | (42) |
| Contingent consideration related to business acquisitions in the period | (280) | (104) |
| Settlement of contingent consideration liabilities | 1,347 | 1,254 |
| Additions | 172 | 111 |
| Disposals and settlements | (85) | (30) |
| Transfers from Level 3 | (17) | – |
| At 31 December | (6,259) | (6,793) |

Of the total net losses of £586 million (2024: £1,733 million) attributable to Level 3 financial instruments which were recognised in the

income statement, £586 million (2024: £1,733 million) were in respect of financial instruments which were held at the end of the year

and were reported in other operating income/expense. Charges of £649 million (2024: £1,533 million) arose from remeasurement of

the contingent consideration payable for the acquisition of the former Shionogi-ViiV Healthcare joint venture. A remeasurement

charge of £146 million (2024: £215 million) arose from remeasurement of the contingent consideration payable for the acquisition of

the Novartis Vaccines business. A gain of £254 million (2024: £22 million) arose on the remeasurement of the Affinivax contingent

consideration liability for the year.

Contingent consideration payable for the acquisition of BP Asset IX amounting to £222 million was recognised during the year.

Further information on the BP Asset IX acquisition is provided in Note 40, ‘Acquisitions and disposals’.

There were transfers of £17 million (2024: £nil) out of Level 3 financial instruments in the year. Movements arising on the translation

of overseas net assets for consolidation into the Group accounts are recorded as exchange adjustments. Net gains and losses

include the impact of other exchange movements.

Financial liabilities measured using Level 3 valuation methods at 31 December 2025 included £5,433 million (2024: £6,061 million) in

respect of contingent consideration payable for the acquisition in 2012 of the former Shionogi-ViiV Healthcare joint venture. This

consideration is expected to be paid over a number of years and will vary in line with the future performance of specified products

and movements in certain foreign currencies. A further £651 million (2024: £575 million) is in respect of contingent consideration for

the acquisition in 2015 of the Novartis Vaccines business. This consideration is expected to be paid over a number of years and will

vary in line with the future performance of specified products, the achievement of certain milestone targets and movements in

certain foreign currencies. Contingent consideration liabilities for the acquisition of Affinivax in 2022 of £219 million (2024: £502

million) and for the acquisition of BP Asset IX during the year of £231 million are recognised at 31 December 2025. The consideration

for both Affinivax and BP Asset IX is expected to be paid over a number of years and will vary in line with the achievement of certain

development and regulatory milestones, and movements in the USD/GBP exchange rate. Sensitivity analysis on these liabilities is

provided in Note 32, ‘Contingent consideration liabilities’.

#### (b) Trade and other receivables and Other non-current assets in scope of IFRS 9

The following table reconciles financial instruments within Trade and other receivables and Other non-current assets which fall

within the scope of IFRS 9 to the relevant balance sheet amounts. The financial assets are predominantly non-interest earning. Non-

financial instruments include tax receivables, amounts receivable under insurance contracts, pension surplus balances and

prepayments, which are outside the scope of IFRS 9.

|  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  | 2025 | | |  |  |  | 2024 | | |
|  | At  FVTPL  £m | At  FVTOCI  £m | Amortised  cost  £m | Financial  instruments  £m | Non-  financial  instruments  £m | Total  £m | At  FVTPL  £m | At  FVTOCI  £m | Amortised  cost  £m | Financial  instruments  £m | Non-  financial  instruments  £m | Total  £m |
| Trade and other  receivables (Note 25) | 56 | 2,346 | 4,091 | 6,493 | 978 | 7,471 | 53 | 2,163 | 3,733 | 5,949 | 887 | 6,836 |
| Other non-current assets  (Note 23) | 14 | – | 2 | 16 | 2,132 | 2,148 | 31 | – | 5 | 36 | 1,906 | 1,942 |
|  | 70 | 2,346 | 4,093 | 6,509 | 3,110 | 9,619 | 84 | 2,163 | 3,738 | 5,985 | 2,793 | 8,778 |

Trade and other receivables include trade receivables of £5,913 million (2024: £5,563 million). The Group has portfolios in each of

the three business models under IFRS 9: £41 million (2024: £51 million), measured at FVTPL, is held to sell the contractual cash flows

as the receivables will be sold under a factoring arrangement, £2,346 million (2024: £2,163 million), measured at FVTOCI, is held to

either collect or sell the contractual cash flows as the receivables may be sold under a factoring agreement, and £3,526 million

(2024: £3,349 million), measured at amortised cost, is held to collect the contractual cash flows and there is no factoring agreement

in place.

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255

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|  |  |  |  |  |  |  |  |  |  |  |  |
| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
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| Notes to the financial statements continued  43. Financial instruments and related disclosures continued | | | | | | | | | | | |

(c) Trade and other payables, Other provisions, Contingent consideration liabilities and Other non-

#### current liabilities in scope of IFRS 9

The following table reconciles financial instruments within Trade and other payables, Other provisions, Contingent consideration

liabilities and Other non-current liabilities which fall within the scope of IFRS 9 to the relevant balance sheet amounts. The financial

liabilities are predominantly non-interest bearing. Non-financial instruments include payments on account, tax and social security

payables and provisions which do not arise from contractual obligations to deliver cash or another financial asset, which are outside

the scope of IFRS 9.

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |
|  |  |  | 2025 | | |  |  | 2024 | | |
|  | At FVTPL  £m | Amortised  cost  £m | Financial  instruments  £m | Non-  financial  instruments  £m | Total  £m | At FVTPL  £m | Amortised  cost  £m | Financial  instruments  £m | Non-  financial  instruments  £m | Total  £m |
| Trade and other payables  (Note 28) | – | (13,185) | (13,185) | (2,196) | (15,381) | – | (13,160) | (13,160) | (2,175) | (15,335) |
| Other provisions  (Note 31) | – | (306) | (306) | (1,242) | (1,548) | – | (182) | (182) | (2,353) | (2,535) |
| Contingent consideration  liabilities (Note 32) | (6,733) | – | (6,733) | – | (6,733) | (7,280) | – | (7,280) | – | (7,280) |
| Other non-current liabilities  (Note 33) | – | (13) | (13) | (1,010) | (1,023) | – | (46) | (46) | (1,054) | (1,100) |
|  | (6,733) | (13,504) | (20,237) | (4,448) | (24,685) | (7,280) | (13,388) | (20,668) | (5,582) | (26,250) |

#### (d) Derivative financial instruments and hedging programmes

Derivatives are only used for economic hedging purposes and not as speculative investments and are measured at FVTPL, other

than designated and effective hedging instruments. Derivatives are presented as current assets or liabilities if they are expected to

be settled within 12 months after the end of the reporting period, otherwise they are classified as non-current. The Group has the

following derivative financial instruments:

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
|  | 2025  Fair value | |  | 2024  Fair value | |
|  | Assets  £m | Liabilities  £m |  | Assets  £m | Liabilities  £m |
| Non-current: |  |  |  |  |  |
| Net investment hedges – Cross currency interest rate swaps  (net principal amount – £807 million (2024: £nil)) | – | (24) |  | – | – |
| Cash flow hedges – Cross currency interest rate swaps  (net principal amount – £743 million (2024: £nil)) | – | (42) |  | – | – |
| Fair value hedges – Interest rate swaps  (net principal amount – £849 million (2024: £nil)) | – | (1) |  | – | – |
| Cash flow hedges – Interest rate swaps  (net principal amount – £849 million (2024: £nil)) | – | – |  | – | – |
| Current: |  |  |  |  |  |
| Net investment hedges – Foreign exchange contracts  (net principal amount –  £14,720 million  (2024: £13,206 million)) 1 | 106 | (21) |  | 35 | (157) |
| Derivatives designated and effective as hedging instruments | 106 | (88) |  | 35 | (157) |
| Non-current: |  |  |  |  |  |
| Foreign exchange contracts  (net principal amount – £nil (2024:  £35 million )) | – | – |  | 1 | – |
| Current: |  |  |  |  |  |
| Foreign exchange contracts  (net principal amount – £9,884 million (2024:  £8,676 million )) | 15 | (54) |  | 73 | (35) |
| Embedded and other derivatives | – | – |  | 1 | – |
| Derivatives classified as held for trading | 15 | (54) |  | 75 | (35) |
| Total derivative instruments | 121 | (142) |  | 110 | (192) |
| (1) Includes options with net principal amount EUR  1 billion (2024: EUR 1.25 billion). | | | | | |

256

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|  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |
| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Notes to the financial statements continued  43. Financial instruments and related disclosures continued | | | | | | | | | | | |

#### Fair valu

e hedges

At 31 December 2025, the Group had designated interest rate swaps as fair value hedges as mentioned below in the Interest rate

risk section. At 31 December 2024, the Group had no designated fair value hedges.

Net investment hedges

At 31 December 2025, certain foreign exchange contracts were designated as net investment hedges in respect of the foreign

currency translation risk arising on consolidation of the Group’s net investment in its European (Euro), American (USD), Singaporean

(SGD), Canadian (CAD), Chinese (CNH), Swiss Franc (CHF) and Japanese (JPY) foreign operations as shown in the table below.

Additionally, the Group had entered into cross currency interest rate swaps which were designated as net investment hedges and

cash flow hedges.

The carrying amount of bonds on page [252](#i4f29f367242d407283e96c8f0bcff985_1-0-1-1-1043361) included £4,944 million (2024: £5,346 million) that were designated as hedging

instruments in net investment hedges.

Cash flow hedges

During 2024 and 2025, the Group entered into forward foreign exchange contracts which have been designated as cash flow

hedges. These were entered into to hedge the foreign exchange exposure arising on cash flows from Euro denominated coupon

payments relating to notes issued under the Group’s European Medium Term Note programme, and to hedge foreign currency

payments due on acquisitions, and collaboration or licensing arrangements.

As mentioned above, some of the cross currency interest rate swaps entered into in 2025 were designated as cash flow hedges.

The Group manages its cash flow interest rate risk by using floating-to-fixed interest rate swaps. In addition, the Group carries a

balance in reserves that arose from pre-hedging fluctuations in long-term interest rates when pricing bonds issued in prior years

and in the current year. The balance is reclassified to finance costs over the life of these bonds.

Foreign exchange risk

In the current year, the Group has designated certain foreign exchange forward contracts and swaps as cash flow and net

investment hedges. Additionally, the Group has entered into cross currency interest rate swaps which are designated as (a) cash

flow hedges of foreign exchange and interest rate risk (floating USD to fixed GBP), (b) net investment hedges as mentioned above

(fixed GBP to fixed EUR), and (c) cash flow hedges of foreign exchange risk (fixed USD to fixed GBP). Foreign exchange derivative

financial assets and liabilities are presented in the line ‘Derivative financial instruments’ (either as assets or liabilities) on the

consolidated balance sheet. The following tables detail the foreign exchange forward contracts and swaps outstanding at the end

of the reporting period, as well as information on the related hedged items.

Hedge effectiveness is determined at the inception of the hedge relationship, and through periodic prospective effectiveness

assessments to ensure that an economic relationship exists between the hedged item and hedging instrument. The Group enters

into hedge relationships where the critical terms of the hedging instrument match exactly with the terms of the hedged item, and so

a qualitative assessment of effectiveness is performed. If changes in circumstances affect the terms of the hedged item such that

the critical terms no longer match exactly with the critical terms of the hedging instrument, the Group uses the hypothetical

derivative method to assess effectiveness.

The main source of hedge ineffectiveness in these hedging relationships is the effect of the counterparty and the Group’s own credit

risk on the fair value of the foreign exchange forward contracts and swaps, which is not reflected in the fair value of the hedged

item attributable to changes in foreign exchange rates. In 2024 another source of ineffectiveness emerged from these hedging

relationships namely the principal amount of USD net investment hedges exceeded the hedged item for a period of ten days owing

to an adjustment to the USD net assets of the Group because of a change in the provision for the Zantac litigation between

quarters but after the financial instruments were entered into with the counterparty. The ineffectiveness recorded for this period was

£nil (2024: £15 million). No ineffectiveness was recorded from cash flow hedges in 2025 (2024: £nil). No other ineffectiveness was

recorded from net investment hedges in 2025 (2024: £nil).

In 2025, the movement in the time value of options recognised in reserves is £4 million credit (2024: £4 million charge) and is

accounted for as a cost of hedging.

257

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |
| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Notes to the financial statements continued  43. Financial instruments and related disclosures continued | | | | | | | | | | | |

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
|  |  |  |  |  | 2025 |
| Hedging instruments | Average  exchange rate | Foreign  currency | Net notional  value  £m | Carrying  amount  £m | Periodic  change in  value for  calculating  hedge  ineffectiveness  £m |
| Cash flow hedges: |  |  |  |  |  |
| Cross currency interest rate swaps |  |  |  |  |  |
| Buy foreign currency: |  |  |  |  |  |
| Over 12 months | 1.29 | USD | 743 | (42) | (42) |
|  |  |  |  |  |  |
|  |  | | | | 2025 |
| Hedging instruments | Average  exchange rate | Foreign  currency | Net notional  value  £m | Carrying  amount  £m | Periodic  change in  value for  calculating  hedge  ineffectiveness  £m |
| Net investment hedges: |  |  |  |  |  |
| Foreign exchange contracts: |  |  |  |  |  |
| Sell foreign currency: |  |  |  |  |  |
| Less than 3 months | 1.14 | EUR | 8,669 | 18 | (410) |
|  | 210.89 | JPY | 47 | – | 5 |
|  | 1.33 | USD | 4,437 | 43 | 216 |
|  | 8.77 | CNH | 60 | 4 | 2 |
| 3 to 6 months | 1.28 | USD | 223 | 12 | 12 |
| Over 6 months | 1.82 | CAD | 285 | – | 7 |
|  | 1.69 | SGD | 61 | – | 3 |
|  | 1.33 | USD | 735 | 8 | 8 |
|  | 9.33 | CNH | 123 | (1) | (2) |
|  | 1.02 | CHF | 80 | 1 | – |
| Cross currency swaps |  |  |  |  |  |
| Over 12 months | 1.19 | EUR | 807 | (24) | (30) |
|  |  |  |  |  |  |
| Borrowings: |  |  |  |  |  |
| Less than 3 months |  | EUR | – | – | (31) |
| 3 to 6 months |  | EUR | 873 | (873) | (43) |
| Over 6 months |  | JPY | 202 | (201) | 14 |
|  |  | EUR | 3,885 | (3,870) | (188) |
|  |  |  | 20,487 | (4,883) | (437) |

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  | 2025 | | |
| Hedged items | Periodic change in value  for calculating hedge  ineffectiveness  £m | Cumulative balance in cash  flow hedge reserve/foreign  currency translation reserve  for continuing hedges  £m | Balance in cash flow hedge  reserve arising from hedging  relationships for which hedge  accounting is no longer  applied  £m |
| Cash flow hedges: |  |  |  |
| Variability in cash flows from foreign exchange exposure and  interest rate risk arising on US Dollar denominated floating  debt issued | 28 | 4 | – |
| Variability in cash flows from foreign exchange exposure and  interest rate risk arising on US Dollar denominated fixed debt  issued | 14 | – | – |
| Net investment hedges: |  |  |  |
| Net investment in foreign operations | 437 | (648) | – |

258

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |
| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Notes to the financial statements continued  43. Financial instruments and related disclosures continued | | | | | | | | | | | |

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
|  |  | | | | 2024 |
| Hedging instruments | Average  exchange rate | Foreign  currency | Net notional  value  £m | Carrying  amount  £m | Periodic  change in  value for  calculating  hedge  ineffectiveness  £m |
| Net investment hedges: |  |  |  |  |  |
| Foreign exchange contracts: |  |  |  |  |  |
| Sell foreign currency: |  |  |  |  |  |
| Less than 3 months | 1.20 | EUR | 8,201 | 19 | 359 |
|  | 197.82 | JPY | 84 | (1) | 13 |
|  | 1.29 | USD | 2,417 | (66) | (56) |
|  | 9.26 | CNH | 61 | (1) | (1) |
| 3 to 6 months | 1.31 | USD | 1,827 | (75) | (75) |
| Over 6 months | 1.76 | CAD | 244 | 2 | 17 |
|  | 1.67 | SGD | 164 | – | 3 |
|  | 1.17 | EUR | 208 | – | 1 |
| Borrowings: |  |  |  |  |  |
| Less than 3 months |  | EUR | – | – | 42 |
| 3 to 6 months |  | EUR | 623 | (622) | 28 |
| Over 6 months |  | JPY | 216 | (216) | 19 |
|  |  | EUR | 4,524 | (4,508) | 157 |
|  |  |  | 18,569 | (5,468) | 507 |

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  | 2024 | | |
| Hedged items | Periodic change in value  for calculating hedge  ineffectiveness  £m | Cumulative balance in cash  flow hedge reserve/foreign  currency translation reserve  for continuing hedges  £m | Balance in cash flow hedge  reserve arising from hedging  relationships for which hedge  accounting is no longer applied  £m |
| Net investment hedges: |  |  |  |
| Net investment in foreign operations | (522) | (208) | – |

£nil (2024: £nil) of balances in the cash flow hedge reserve arise from hedging relationships for which hedge accounting is no

longer applied.

259

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |
| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Notes to the financial statements continued  43. Financial instruments and related disclosures continued | | | | | | | | | | | |

The following table details the effectiveness of the hedging relationships and the amounts reclassified from the hedging reserve to

profit or loss:

|  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |
|  |  |  |  | | | |  |  | 2025 |
|  |  |  |  | Amount reclassified to profit or loss | | |  | Amount transferred to balance sheet  via basis adjustment | |
|  | Hedging  gains/(losses)  recognised in  reserves  £m | Amount  of hedge  ineffectiveness  recognised in  profit or loss  £m | Line item  in profit or  loss in  which hedge  ineffectiveness  is included | Hedged  future cash  flows  no longer  expected to  occur  £m | Due to  hedged item  affecting  profit or loss  £m | Line item in  profit or loss  in which  reclassification  adjustment  is included |  | Due to hedged  item affecting  balance sheet  £m | Line item  in balance  sheet in which  reclassification  adjustment  is included |
| Cash flow hedges: |  |  |  |  |  |  |  |  |  |
| Variability in cash flows from  foreign exchange exposure  and interest rate risk arising on  US Dollar denominated  floating debt issued | (23) | – | Finance  income or  expense | – | 20 | Other  income or  expense |  | – | – |
| Variability in cash flows from  foreign exchange exposure  and interest rate risk arising on  US Dollar denominated fixed  debt issued | (14) | – | Finance  income or  expense | – | 13 | Other  income or  expense |  | – | – |
|  |  |  |  |  |  |  |  |  |  |
| Net investment hedges: |  |  |  |  |  |  |  |  |  |
| Net investment in foreign  operations | (437) | – | Finance  income | – | 3 | Other  income or  expense |  | – | – |
| Time value of options | 4 | – | Finance  income or  expense | – | – | Other  income or  expense | – | – | – |

|  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |
|  |  |  |  | | | |  |  | 2024 |
|  |  |  |  | Amount reclassified to profit or loss | | |  | Amount transferred to balance sheet  via basis adjustment | |
|  | Hedging  gains/(losses)  recognised in  reserves  £m | Amount  of hedge  ineffectiveness  recognised in  profit or loss  £m | Line item  in profit or  loss in  which hedge  ineffectiveness  is included | Hedged  future cash  flows  no longer  expected to  occur  £m | Due to  hedged item  affecting  profit or loss  £m | Line item in  profit or loss  in which  reclassification  adjustment  is included |  | Due to hedged  item affecting  balance sheet  £m | Line item  in balance  sheet in which  reclassification  adjustment  is included |
| Cash flow hedges: |  |  |  |  |  |  |  |  |  |
| Variability in cash flows from  a highly probable forecast  transaction | 8 | – | Finance  income or  expense | – | – | – |  | (6) | Intangible  assets |
|  |  |  |  |  |  |  |  |  |  |
| Net investment hedges: |  |  |  |  |  |  |  |  |  |
| Net investment in foreign  operations | 522 | (15) | Finance  income | – | 5 | Other  income or  expense |  | – | – |
|  |  |  |  |  |  |  |  |  |  |
| Time value of options | (4) | – | Finance  income or  expense | – | – | Other  income or  expense | – | – | – |

#### Interest rate risk

The Group manages its cash flow interest rate risk by using floating-to-fixed interest rate swaps, where at quarterly intervals the

difference between fixed contract rates and floating rate interest amounts calculated by reference to the agreed notional principal

amounts are exchanged.

During 2025, cross currency interest rate swaps were entered into, as mentioned above in the Foreign exchange risk section. The

floating USD to fixed GBP leg of these were hedges of interest rate risk.

There were no cross currency interest rate swaps or interest rate swaps outstanding at 31 December 2024.

260

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |
| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Notes to the financial statements continued  43. Financial instruments and related disclosures continued | | | | | | | | | | | |

Additionally, interest rate swaps were entered into in 2025 to minimise the interest cost of existing debt. This involved entering into

fixed GBP to floating GBP swaps (designated as fair value hedges) for the full remaining life of the bonds and floating GBP to fixed

GBP (designated as cash flow hedges) for a period of five years.

The only other impact on these financial statements of interest rate swaps is where the interest rate risk on an element of future debt

issuance has been managed by entering into forward starting interest rate swaps, effectively to lock in the interest rates on the debt

in advance. These were closed out at the time of issuing the debt, and the resulting gain or loss held in the cash flow hedge reserve

and reclassified to income statement as the interest payments on the debt impacted the income statement.

Forward starting interest rate swaps

Forward starting interest rate contracts, exchanging floating interest for fixed interest, were designated as cash flow hedges to

hedge the interest variability of the interest cash flows associated with future fixed rate debt.

Interest rate swaps

Interest rate swap contract assets and liabilities are presented (when applicable) in the line ‘Derivative financial instruments’ (either

as assets or liabilities) on the consolidated balance sheet.

£16 million (2024: £16 million) of balances in the cash flow hedge reserve arise from hedge relationships for which hedge accounting

is no longer applied.

The following tables provide information regarding interest rate swaps and the related hedged items at 31 December 2025. There

were none at 31 December 2024.

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  |  |  |  | 2025 |
| Hedging instruments | Average  contracted fixed  rate % | Notional  principal value  £m | Change in fair  value for  recognising  hedge  ineffectiveness | Fair value  assets/  (liabilities) |
| Cash flow hedges: |  |  |  |  |
| 1-5 years | 3.67% | 371 | – | – |
| 5-10 years | 3.70% | 478 | – | – |
| Fair value hedges: |  |  |  |  |
| 10-30 years | 4.37% | 849 | (1) | (1) |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  |  |  |  | 2025 |
| Hedged items |  |  | Change in fair  value for  recognising  hedge  ineffectiveness | Balance in cash  flow hedge  reserve for  continuing  hedges |
| Variability in fair value of the Sterling external debt attributable to changes in Sterling  interest rates |  |  | 1 | – |

The following table details the effectiveness of the hedging relationships and the amounts reclassified from the hedging reserve to

profit or loss:

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
|  |  |  | 2025 | | | |
|  |  |  |  | Amount reclassified to profit or loss | | |
|  | Hedging  gains/(losses)  recognised in  reserves  £m | Amount  of hedge  ineffectiveness  recognised  in profit or loss  £m | Line item  in profit or  loss in  which hedge  ineffectiveness  is included | Due to  hedged future  cash flows  no longer  expected to  occur  £m | Due to  hedged item  affecting  profit or loss  £m | Line item  in profit or loss  in which  reclassification  adjustment  is included |
| Cash flow hedges: |  |  |  |  |  |  |
| Pre-hedging of long-term interest rates:  Matured in the past | (3) | – | Finance  income or  expense | – | 4 | Finance  income or  expense |

261

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|  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |
| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Notes to the financial statements continued  43. Financial instruments and related disclosures continued | | | | | | | | | | | |

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |
|  |  |  | 2024 | | | |
|  |  |  |  | Amount reclassified to profit or loss | | |
|  | Hedging  gains/(losses)  recognised in  reserves  £m | Amount  of hedge  ineffectiveness  recognised in  profit or loss  £m | Line item  in profit or  loss in  which hedge  ineffectiveness is  included | Due to  hedged future  cash flows  no longer  expected to  occur  £m | Due to  hedged item  affecting  profit or loss  £m | Line item  in profit or loss in  which  reclassification  adjustment  is included |
| Cash flow hedges: |  |  |  |  |  |  |
| Pre-hedging of long-term interest rates: |  |  |  |  |  |  |
| Matured in the past | – | – | Finance  income or  expense | – | 4 | Finance  income or  expense |

#### (e) Offsetting of financial assets and liabilities

Financial assets and liabilities are offset and the net amount reported in the balance sheet where there is a legally enforceable right

to offset the recognised amounts, and there is an intention to settle on a net basis or realise the asset and settle the liability

simultaneously. There are also arrangements that do not meet the criteria for offsetting but still allow for the related amounts to be

offset in certain circumstances, such as bankruptcy or the termination of a contract.

The following tables set out the financial assets and liabilities that are offset, or subject to enforceable master netting arrangements

and other similar agreements but not offset, as at 31 December 2025 and 31 December 2024. The column ‘Net balance’ shows the

impact on the Group’s balance sheet if all offset rights were exercised.

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
| 31 December 2025 | Gross  financial  assets/  (liabilities)  £m | Gross  financial  (liabilities)/  assets offset  £m | Net financial  assets/  (liabilities) per  balance sheet  £m | Related  amounts not  offset in the  balance sheet  £m | Net  balance  £m |
| Financial assets: |  |  |  |  |  |
| Trade and other receivables | 6,495 | – | 6,495 | – | 6,495 |
| Derivative financial instruments | 121 | – | 121 | (63) | 58 |
|  |  |  |  |  |  |
| Financial liabilities: |  |  |  |  |  |
| Trade and other payables | (13,185) | – | (13,185) | – | (13,185) |
| Derivative financial instruments | (142) | – | (142) | 63 | (79) |

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
| 31 December 2024 | Gross  financial  assets/  (liabilities)  £m | Gross  Financial  (liabilities)/  assets offset  £m | Net financial  assets/  (liabilities)  £m | Related  amounts not  offset  £m | Net  balance  £m |
| Financial assets: |  |  |  |  |  |
| Trade and other receivables | 5,950 | (1) | 5,949 | – | 5,949 |
| Derivative financial instruments | 110 | – | 110 | (89) | 21 |
|  |  |  |  |  |  |
| Financial liabilities: |  |  |  |  |  |
| Trade and other payables | (13,161) | 1 | (13,160) | – | (13,160) |
| Derivative financial instruments | (192) | – | (192) | 89 | (103) |

Amounts which do not meet the criteria for offsetting on the balance sheet but could be settled net in certain circumstances

principally relate to derivative transactions under ISDA agreements where each party has the option to settle amounts on a net

basis in the event of default of the other party. As there is presently not a legally enforceable right of offset, these amounts have not

been offset in the balance sheet, but have been presented separately in the table above.

262

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |
| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Notes to the financial statements continued  43. Financial instruments and related disclosures continued | | | | | | | | | | | |

#### (f) Debt interest rate repricing table

The following table sets out the exposure of the Group to interest rates on debt, including commercial paper. The maturity analysis

of fixed rate debt is stated by contractual maturity and of floating rate debt by interest rate repricing dates. For the purpose of this

table, debt is defined as all classes of borrowings other than lease liabilities.

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | 2025 | 2024 |
|  | Total  debt  £m | Total  debt  £m |
| Floating and fixed rate debt less than one year | (2,875) | (2,181) |
| Between one and two years | (1,487) | (1,410) |
| Between two and three years | (2,247) | (721) |
| Between three and four years | (1,174) | (2,355) |
| Between four and five years | (1,646) | (1,207) |
| Between five and ten years | (3,920) | (2,738) |
| Greater than ten years | (3,541) | (5,272) |
| Total | (16,890) | (15,884) |
| Original issuance profile: |  |  |
| Fixed rate interest | (15,052) | (15,126) |
| Floating rate interest | (1,838) | (756) |
| Non-interest bearing | – | (2) |
|  | (16,890) | (15,884) |

#### (g) Sensitivity analysis

The tables below illustrate the estimated impact on the income statement and equity as a result of hypothetical market movements

in foreign exchange and interest rates in relation to the Group’s financial instruments. The range of variables chosen for the

sensitivity analysis reflects management’s view of changes which are reasonably possible over a one-year period.

#### Foreign exchange sensitivity

The Group operates internationally and is primarily exposed to foreign exchange risk in relation to Sterling against movements in US

Dollar, Euro and Japanese Yen. Foreign exchange risk arises from the translation of financial assets and liabilities which are not in

the functional currency of the entity that holds them. Based on the Group’s net financial assets and liabilities as at 31 December a

weakening and strengthening of Sterling against these currencies, with all other variables held constant, is illustrated in the tables

below. The tables exclude financial instruments that expose the Group to foreign exchange risk where this risk is fully hedged with

another financial instrument.

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | 2025 | 2024 |
| Income statement impact of non-functional currency foreign exchange exposures | Increase/(decrease) in  income  £m | Increase/(decrease) in  income  £m |
| 10 cent appreciation of the US Dollar | 38 | 106 |
| 15 cent appreciation of the US Dollar | 59 | 167 |
| 10 cent appreciation of the Euro | (10) | (42) |
| 15 cent appreciation of the Euro | (16) | (66) |
| 10 yen appreciation of the Yen | – | – |
| 15 yen appreciation of the Yen | – | – |

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | 2025 | 2024 |
| Income statement impact of non-functional currency foreign exchange exposures | Increase/(decrease) in  income  £m | Increase/(decrease) in  income  £m |
| 10 cent depreciation of the US Dollar | (32) | (91) |
| 15 cent depreciation of the US Dollar | (47) | (131) |
| 10 cent depreciation of the Euro | 9 | 36 |
| 15 cent depreciation of the Euro | 13 | 51 |
| 10 yen depreciation of the Yen | – | – |
| 15 yen depreciation of the Yen | – | – |

263

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |
| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Notes to the financial statements continued  43. Financial instruments and related disclosures continued | | | | | | | | | | | |

The equity impact, shown below, for foreign exchange sensitivity relates to derivative and non-derivative financial instruments

hedging the Group’s net investments in its European (Euro) foreign operations and cash flow hedges of its foreign exchange

exposure arising on Euro denominated coupon payments relating to notes issued under the Group’s European Medium Term

Note programme.

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | 2025 | 2024 |
| Equity impact of non-functional currency foreign exchange exposures | Increase/(decrease)  in equity  £m | Increase/(decrease)  in equity  £m |
| 10 cent appreciation of the US Dollar | (373) | (368) |
| 15 cent appreciation of the US Dollar | (584) | (577) |
| 10 cent appreciation of the Euro | (1,297) | (1,188) |
| 15 cent appreciation in Euro | (2,031) | (1,834) |

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | 2025 | 2024 |
| Equity impact of non-functional currency foreign exchange exposures | Increase/(decrease)  in equity  £m | Increase/(decrease)  in equity  £m |
| 10 cent depreciation of the US Dollar | 322 | 313 |
| 15 cent depreciation of the US Dollar | 467 | 453 |
| 10 cent depreciation of the Euro | 1,108 | 958 |
| 15 cent depreciation of the Euro | 1,581 | 1,384 |

The tables below present the Group’s sensitivity to a weakening and strengthening of Sterling against the relevant currency based

on the composition of net debt as shown in Note 29, 'Net debt', excluding lease liabilities within ‘Liabilities relating to assets held for

sale’ and adjusted for the effects of foreign exchange derivatives that are not part of net debt but affect future foreign currency

cash flows.

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | 2025 | 2024 |
| Impact of foreign exchange movements on adjusted net debt | (Increase)/decrease  in adjusted net debt  £m | (Increase)/decrease  in adjusted net debt  £m |
| 10 cent appreciation of the US Dollar | (482) | (555) |
| 15  cent appreciation of the US Dollar | (753) | (870) |
| 10 cent appreciation of the Euro | 240 | 178 |
| 15 cent appreciation of the Euro | 378 | 279 |
| 10 yen appreciation of the Yen | (5) | (5) |
| 15 yen appreciation of the Yen | (7) | (8) |

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | 2025 | 2024 |
| Impact of foreign exchange movements on adjusted net debt | (Increase)/decrease  in adjusted net debt  £m | (Increase)/decrease  in adjusted net debt  £m |
| 10 cent depreciation of the US Dollar | 415 | 473 |
| 15 cent depreciation of the US Dollar | 602 | 684 |
| 10 cent depreciation of the Euro | (202) | (150) |
| 15 cent depreciation of the Euro | (291) | (217) |
| 10 yen depreciation of the Yen | 4 | 5 |
| 15 yen depreciation of the Yen | 6 | 7 |

264

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |
| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Notes to the financial statements continued  43. Financial instruments and related disclosures continued | | | | | | | | | | | |

#### Interest rate sensitivity

The Group is exposed to interest rate risk on its outstanding borrowings and investments where any changes in interest rates will

affect future cash flows or the fair values of financial instruments.

The majority of debt is issued at fixed interest rates and changes in the floating rates of interest do not significantly affect the

Group’s net interest charge, although the majority of cash and liquid investments earn floating rates of interest.

The table below hypothetically shows the Group’s sensitivity to changes in interest rates in relation to Sterling, US Dollar and Euro

floating rate financial assets and liabilities. A 1% (100 basis points) or 1.5% (150 basis points) movement in Sterling, US Dollar or Euro

interest rates is not deemed to have a material effect on equity. A 1% (100 basis points) or 1.5% (150 basis points) decrease in

Sterling, US Dollar or Euro interest rates would have an equal and opposite impact to that shown below.

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | 2025 | 2024 |
| Income statement impact of interest rate movements | Increase/(decrease)  in income  £m | Increase/(decrease)  in income  £m |
| 1% (100 basis points) increase in Sterling interest rates | 71 | 72 |
| 1.5% (150 basis points) increase in Sterling interest rates | 106 | 108 |
| 1% (100 basis points) increase in US Dollar interest rates | (52) | (43) |
| 1.5% (150 basis points) increase in US Dollar interest rates | (77) | (64) |
| 1% (100 basis points) increase in Euro interest rates | (21) | (20) |
| 1.5% (150 basis points) increase in Euro interest rates | (32) | (30) |

#### (h) Contractual cash flows for non-derivative financial liabilities and derivative instruments

The following tables provide an analysis of the anticipated contractual cash flows including interest payable for the Group’s non-

derivative financial liabilities on an undiscounted basis. For the purpose of this table, debt is defined as all classes of borrowings

except for lease liabilities and financial liabilities within liabilities relating to assets held for sale. Interest is calculated based on debt

held at 31 December without taking account of future issuance. Floating rate interest is estimated using the prevailing interest rate

at the balance sheet date. Cash flows in foreign currencies are translated using spot rates at 31 December.

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
| At 31 December 2025 | Debt  £m | Interest  on debt  £m | Lease  liabilities  £m | Finance  charge  on lease  liabilities  £m | Trade payables  and other  liabilities not  in net debt  £m |  | Total  £m |
| Due in less than one year | (2,879) | (579) | (137) | (56) | (14,733) | – | (18,384) |
| Between one and two years | (1,487) | (538) | (217) | (37) | (1,382) | – | (3,661) |
| Between two and three years | (2,252) | (477) | (108) | (25) | (1,182) | – | (4,044) |
| Between three and four years | (1,180) | (429) | (71) | (20) | (1,352) | – | (3,052) |
| Between four and five years | (1,286) | (396) | (50) | (16) | (679) | – | (2,427) |
| Between five and ten years | (3,475) | (1,619) | (176) | (39) | (1,929) | – | (7,238) |
| Greater than ten years | (4,419) | (954) | (71) | (10) | (1,222) | – | (6,676) |
| Gross contractual cash flows | (16,978) | (4,992) | (830) | (203) | (22,479) | – | (45,482) |

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |
| At 31 December 2024 | Debt  £m | Interest  on debt  £m | Lease  liabilities  £m | Finance  charge  on lease  liabilities  £m | Trade payables  and other  liabilities not  in net debt  £m |  | Total  £m |
| Due in less than one year | (2,181) | (540) | (168) | (41) | (14,440) |  | (17,370) |
| Between one and two years | (1,411) | (500) | (222) | (34) | (1,247) |  | (3,414) |
| Between two and three years | (723) | (484) | (146) | (29) | (1,593) |  | (2,975) |
| Between three and four years | (2,362) | (434) | (109) | (23) | (1,461) |  | (4,389) |
| Between four and five years | (1,213) | (383) | (73) | (20) | (913) |  | (2,602) |
| Between five and ten years | (2,759) | (1,646) | (299) | (53) | (2,318) |  | (7,075) |
| Greater than ten years | (5,320) | (1,251) | (85) | (14) | (1,313) |  | (7,983) |
| Gross contractual cash flows | (15,969) | (5,238) | (1,102) | (214) | (23,285) |  | (45,808) |

265

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |
| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Notes to the financial statements continued  43. Financial instruments and related disclosures continued | | | | | | | | | | | |

The table below provides an analysis of the anticipated contractual cash flows for the Group’s derivative instruments excluding

equity options which do not give rise to cash flows, and other embedded derivatives, which are not material, using undiscounted

cash flows. Cash flows in foreign currencies are translated using spot rates at 31 December. The gross cash flows of foreign

exchange contracts are presented for the purpose of this table although, in practice, the Group uses standard settlement

arrangements to reduce its liquidity requirements on these instruments.

|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  | 2025 |  |  |  |  |  |  |  | 2024 |
|  | Gross cash  inflows |  | Gross cash  outflows |  | Net cash inflows |  | Net cash  outflows |  | Gross cash  inflows |  | Gross cash  outflows |  | Net cash  inflows |  | Net cash  outflows |
|  | Foreign  exchange  forward  contracts, swaps  and cross  currency interest  rate swaps  £m |  | Foreign exchange  forward contracts,  swaps and cross  currency interest  rate swaps  £m |  | Interest rate  swap contracts  £m |  | Interest rate  swap  contracts  £m |  | Foreign  exchange  forward  contracts and  swaps  £m |  | Foreign  exchange  forward  contracts and  swaps  £m |  | Interest rate  swap  contracts  £m |  | Interest rate  swap  contracts  £m |
| Less than one year | 29,815 |  | (29,748) |  | 3 |  | – |  | 28,567 |  | (28,634) |  | – |  | – |
| Between one and  two years | 1,548 |  | (1,612) |  | 8 |  | (2) |  | 36 |  | (35) |  | – |  | – |
| Between two and  three years | – |  | – |  | 7 |  | (1) |  | – |  | – |  | – |  | – |
| Between three and  four years | – |  | – |  | 6 |  | – |  | – |  | – |  | – |  | – |
| Between four and  five years | – |  | – |  | 6 |  | – |  | – |  | – |  | – |  | – |
| Greater than five  years | – |  | – |  | 6 |  | (49) |  | – |  | – |  | – |  | – |
| Gross contractual  cash flows | 31,363 |  | (31,360) |  | 36 |  | (52) |  | 28,603 |  | (28,669) |  | – |  | – |

266

|  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |
| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Notes to the financial statements continued | | | | | | | | | | | |

|  |
| --- |
|  |
| 44. Employee share schemes |

GSK operates several employee share schemes, including the Share Value Plan, whereby awards are granted to employees to

acquire shares or ADS in GSK plc at no cost after a three-year vesting period and the Performance Share Plan, whereby awards are

granted to employees to acquire shares or ADS in GSK plc at no cost, subject to the achievement by the Group of specified

performance targets. The Group also operates savings-related share option schemes, whereby options are granted to employees to

acquire shares in GSK plc at a discounted price.

Grants of restricted share awards are normally exercisable at the end of the three-year vesting or performance period. Awards are

normally granted to employees to acquire shares or ADS in GSK plc but in some circumstances may be settled in cash. Grants under

savings-related share option schemes are normally exercisable after three years’ saving. In accordance with UK practice, the

majority of options under the savings-related share option schemes are granted at a price 20% below the market price ruling at the

date of grant.

The total charge for share-based incentive plans in 2025 was £390 million  ( 2024: £347 million; 2023: £321 million). Of this amount,

£288 million  (2024 : £260 million;  2023: £244 million) arose from the Share Value Plan. See Note 9, ‘Employee costs’ for further

details.

#### GSK share award schemes

Share Value Plan

Under the Share Value Plan, share awards are granted to certain employees at no cost. The awards vest after two-and-a-half to

three years and there are no performance criteria attached. The fair value of these awards is determined based on the closing

share price on the day of grant, after deducting the expected future dividend yield of 4.0% (2024: 3.4%; 2023:  3.8%) over the

duration of the award.

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Number of shares and ADS issuable | Shares  Number (000) | Weighted  fair value | ADS  Number (000) | Weighted  fair value |
| At 1 January 2023 | 27,975 |  | 15,429 |  |
| Awards granted | 11,548 | £12.79 | 6,449 | $31.65 |
| Awards exercised | (8,599) |  | (4,856) |  |
| Awards cancelled | (1,144) |  | (797) |  |
| At 31 December 2023 | 29,780 |  | 16,225 |  |
| Awards granted | 12,023 | £15.17 | 6,431 | $39.49 |
| Awards exercised | (9,384) |  | (5,199) |  |
| Awards cancelled | (1,225) |  | (877) |  |
| At 31 December 2024 | 31,194 |  | 16,580 |  |
| Awards granted | 12,499 | £13.15 | 6,697 | $35.01 |
| Awards exercised | (9,683) |  | (5,191) |  |
| Awards cancelled | (1,213) |  | (982) |  |
| At 31 December 2025 | 32,797 |  | 17,104 |  |

Performance Share Plan

Under the Performance Share Plan, share awards are granted to Directors and senior executives at no cost. The percentage of

each award that vests is based upon the performance of the Group over a defined measurement period with dividends reinvested

during the same period. For awards granted in 2020 and 2021, the performance conditions are based on four measures over a

three-year performance period. These are adjusted free cash flow (30%), TSR (30%), R&D new product performance (20%) and

pipeline progress (20%). For awards granted from 2022 until 2024, the performance conditions are based on five measures over a

three-year performance period. These are TSR (30%), pipeline progress (20%), profit measure (20%), sale measure (20%) and ESG

environment (10%). For the awards granted from 2025, the performance conditions are based on five measures over a three-year

performance period. These are TSR (40%), pipeline progress (17.5%), profit measure (17.5%), sale measure (17.5%) and ESG

environment (7.5%).

The fair value of the awards is determined based on the closing share price on the day of grant. For TSR performance elements, this

is adjusted by the likelihood of that condition being met, as assessed at the time of grant.

During  2025, awards were granted of 4.9 million shares at a weighted fair value of £10.85 and 1.0 million ADS at a weighted fair

value of $27.46 . At 31 December 2025 , there were outstanding awards over 15.0 million shares and 2.4 million ADS.

267

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|  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |
| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Notes to the financial statements continued  44. Employee share schemes continued | | | | | | | | | | | |

#### Share options and savings-related options

For the purposes of valuing savings-related options to arrive at the share-based payment charge, a Black-Scholes option pricing

model has been used. The assumptions used in the model are as follows:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  | 2025 Grant | 2024 Grant | 2023 Grant |
| Risk-free interest rate | 3.75% | 4.24% | 4.57% |
| Dividend yield | 3.6% | 4.3% | 4.0% |
| Volatility | 27% | 34% | 34% |
| Expected life | 3 years | 3 years | 3 years |
| Savings-related options grant price (including 20% discount) | £14.19 | £11.27 | £11.20 |

Expected volatility has been based on an evaluation of the historical volatility of the Company’s share price, particularly over the

historical period commensurate with the expected term.

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Options outstanding for the Share Save Plan | Savings-related  share option schemes | | | |
|  | Number  000 |  |  | Weighted  exercise  price |
| At 31 December 2025 | 4,782 |  |  | £11.79 |
| Range of exercise prices on options outstanding at year end | £10.34 |  | — | £14.19 |
| Weighted average market price on exercise during year |  |  |  | £14.43 |
| Weighted average remaining contractual life |  |  |  | 1.9 years |

Options of 0.9 million shares were granted during the year under the savings-related share option scheme at a weighted average

fair value of £4.58. At 31 December 2025, 3.9 million of the savings-related share options were not exercisable.

There has been no change in the effective exercise price of any outstanding options during the year.

#### Employee Share Ownership Plan Trusts

The Group sponsors Employee Share Ownership Plan (ESOP) Trusts to acquire and hold shares in GSK plc to satisfy awards made

under employee incentive plans. The trustees of the ESOP Trusts purchase shares with finance provided by the Group by way of

loans or contributions. The costs of running the ESOP Trusts are charged to the income statement. Shares held by the ESOP Trusts

are deducted from other reserves and amortised down to the value of proceeds, if any, receivable from employees on exercise by a

transfer to retained earnings. The trustees have waived their rights to dividends on the shares held by the ESOP Trusts.

At 31 December 2025, 62,875,215 shares were held in the ESOP Trusts, out of which 62,227,857 were held for the future exercise of

share awards and 647,358 shares were held for the Executive Supplemental Savings Plan.

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Shares held for share award schemes | 2025 | 2024 |
| Number of shares (000) | 62,875 | 64,314 |
|  |  |  |
|  | £m | £m |
| Nominal value | 20 | 20 |
| Carrying amount | 282 | 397 |
| Market value | 1,147 | 866 |

268

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| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Notes to the financial statements continued | | | | | | | | | | | |

|  |
| --- |
|  |
| 45. Principal Group companies |

The following represent the principal subsidiaries and their countries of incorporation of the Group at 31 December 2025 . The equity

share capital of these entities is shown in the percentage columns. All companies are incorporated in their principal country of

operation except where stated.

|  |  |
| --- | --- |
|  |  |
| England | % |
| Glaxo Group Limited | 100 |
| Glaxo Operations UK Limited | 100 |
| Glaxo Wellcome UK Limited | 100 |
| GlaxoSmithKline Capital plc | 100 |
| GlaxoSmithKline Export Limited | 100 |
| GlaxoSmithKline Finance plc | 100 |
| GlaxoSmithKline Holdings Limited(a) | 100 |
| GlaxoSmithKline IHC Limited | 100 |
| GlaxoSmithKline Intellectual Property (No.2) Limited | 100 |
| GlaxoSmithKline Intellectual Property (No.3) Limited | 100 |
| GlaxoSmithKline Intellectual Property (No.4) Limited | 100 |
| GlaxoSmithKline Intellectual Property Development Limited | 100 |
| GlaxoSmithKline Intellectual Property Limited | 100 |
| GlaxoSmithKline Research & Development Limited | 100 |
| GlaxoSmithKline Services Unlimited (a) | 100 |
| GlaxoSmithKline UK Limited | 100 |
| GSK Finance (No. 2) Limited | 100 |
| Setfirst Limited | 100 |
| SmithKline Beecham Limited | 100 |
| ViiV Healthcare Finance Limited | 78.3 |
| ViiV Healthcare UK (No.3) Limited | 78.3 |
| ViiV Healthcare UK Limited | 78.3 |

|  |  |
| --- | --- |
|  |  |
| Europe | % |
| Glaxo Wellcome Production S.A.S (France) | 100 |
| GlaxoSmithKline AG (Switzerland) | 100 |
| GlaxoSmithKline B.V. (Netherlands) | 100 |
| GlaxoSmithKline Biologicals SA (Belgium) | 100 |
| GlaxoSmithKline GmbH & Co. KG (Germany) | 100 |
| GlaxoSmithKline Manufacturing SpA (Italy) | 100 |
| GlaxoSmithKline Pharma GmbH (Austria) | 100 |
| GlaxoSmithKline Pharmaceuticals SA (Belgium) | 100 |
| GlaxoSmithKline S.A. (Spain) | 100 |
| GlaxoSmithKline S.p.A. (Italy) | 100 |
| GlaxoSmithKline Single Member A.E.B.E. (Greece) | 100 |
| GlaxoSmithKline Trading Services Limited (Republic of Ireland)(b) | 100 |
| GSK Capital B.V. (Netherlands)(b) | 100 |
| GSK Services Sp z o.o. (Poland) | 100 |
| GSK Vaccines GmbH (Germany) | 100 |
| GSK Vaccines S.r.l. (Italy) | 100 |
| JSC GlaxoSmithKline Trading (Russia) | 100 |
| Laboratoire GlaxoSmithKline (France) | 100 |
| Laboratorios ViiV Healthcare, S.L. (Spain) | 78.3 |
| ViiV Healthcare GmbH (Germany) | 78.3 |
| ViiV Healthcare S.r.l. (Italy) | 78.3 |
| ViiV Healthcare SAS (France) | 78.3 |

|  |  |
| --- | --- |
|  |  |
| US | % |
| Affinivax, Inc | 100 |
| Aiolos Bio, Inc. | 100 |
| BP Asset IX, Inc. | 100 |
| Corixa Corporation | 100 |
| GlaxoSmithKline Capital Inc. | 100 |
| GlaxoSmithKline Holdings (Americas) Inc. | 100 |
| GlaxoSmithKline LLC | 100 |
| Human Genome Sciences, Inc. | 100 |
| IDRx, Inc. | 100 |
| Stiefel Laboratories, Inc. | 100 |
| Tesaro, Inc. | 100 |
| ViiV Healthcare Company | 78.3 |

|  |  |
| --- | --- |
|  |  |
| Others | % |
| Glaxo Saudi Arabia Limited (Saudi Arabia) | 100 |
| Glaxo Wellcome Manufacturing Pte Ltd (Singapore) | 100 |
| GlaxoSmithKline (Thailand) Limited (Thailand) | 100 |
| GlaxoSmithKline Australia Pty Ltd (Australia) | 100 |
| GlaxoSmithKline Brasil Limitada (Brazil) | 100 |
| GlaxoSmithKline Colombia S.A. | 100 |
| GlaxoSmithKline Far East B.V. (Taiwan) | 100 |
| GlaxoSmithKline Ilaclari Sanayi ve Ticaret A.S. (Turkey) | 100 |
| GlaxoSmithKline Inc. (Canada) | 100 |
| GlaxoSmithKline K.K. (Japan) | 100 |
| GlaxoSmithKline Korea Limited (Republic of Korea) | 100 |
| GlaxoSmithKline Limited (Hong Kong) | 100 |
| GlaxoSmithKline Mexico S.A. de C.V. (Mexico) | 100 |
| GlaxoSmithKline Pakistan Limited (Pakistan) | 82.6 |
| GlaxoSmithKline Pharmaceuticals Limited (India) | 75 |
| GSK Biopharma Argentina S.A. | 100 |
| GSK Enterprise Management Co, Ltd (China) | 100 |
| GSK Life Sciences FZE (United Arab Emirates) | 100 |
| GSK Pharma Vietnam Company Limited (Vietnam) | 100 |
| ID Biomedical Corporation of Quebec (Canada) | 100 |
|  |  |

(a) Directly held wholly-owned subsidiary of GSK plc.

(b) Tax resident in UK.

The subsidiaries and associates listed above principally affect the figures in the Group’s financial statements. Each of GlaxoSmithKline

Capital Inc., GlaxoSmithKline Capital plc, GlaxoSmithKline Finance plc, GSK Capital BV and GlaxoSmithKline LLC, is a wholly-owned

finance subsidiary of the company, and the company has fully and unconditionally guaranteed the securities issued by each.

See pages [316](#ia0478a7d9608435797b09f6fdeba7f82_697) to [323](#i89e276d7b2d345bca2c45504b1f3c487_2202) for a complete list of subsidiary undertakings, associates and joint ventures, which form part of these financial statements.

![ReadMore.svg]()

269

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| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Notes to the financial statements continued | | | | | | | | | | | |

|  |
| --- |
|  |
| 46. Legal proceedings |

The Group is involved in significant legal and administrative

proceedings, principally product liability, intellectual property,

tax, anti-trust, consumer fraud and governmental investigations.

The most significant of these matters, other than tax matters,

are described below. The Group makes provision for these

proceedings on a regular basis as summarised in Note 2,

‘Accounting principles and policies’ and Note 31, ‘Other

provisions’. Note 2 also describes when disclosure is made of

proceedings for which there is no provision. Legal expenses

incurred and provisions related to legal claims are charged to

selling, general and administration costs. The Group does not

believe that information about the amount sought by plaintiffs,

if that is known, would be meaningful with respect to those legal

proceedings. This is due to a number of factors, including, but

not limited to, the stage of proceedings, the entitlement of

parties to appeal a decision and clarity as to theories of liability,

damages and governing law.

At 31 December 2025, the Group’s aggregate provision for legal

and other disputes (not including tax matters described in Note

14, ‘Taxation’) was £210 million. There can be no assurance that

any losses that result from the outcome of any legal

proceedings will not materially exceed the amount of the

provisions reported in the Group’s financial statements. If this

were to happen, it could have a material adverse impact on the

results of operations of the Group in the reporting period in

which the judgements are incurred or the settlements entered

into.

#### Intellectual property

Intellectual property claims include challenges to the validity

and enforceability of the Group’s patents on various products or

processes as well as assertions of non-infringement of those

patents. A loss in such cases could result in loss of patent

protection for the product at issue. The consequences of any

such loss could be a significant decrease in sales of that

product and could materially affect future results of operations

for the Group.

Breo Ellipta

In August 2025, GSK received a paragraph IV letter from

Transpire Bio Inc. (“Transpire”) relating to Breo. On 25

September 2025, GSK filed a patent and trademark

infringement suit against Transpire in the United States District

Court for the Southern District of Florida alleging Transpire’s

proposed generic of Breo infringes GSK patents, trademarks,

and trade dress. The court has set a trial date for 2 November

2026.

Coreg

In 2014, GSK initiated suit against Teva for inducing

infringement of its patent relating to the use of carvedilol

(Coreg) in decreasing mortality caused by congestive heart

failure. In June 2017, the case proceeded to a jury trial in the US

District Court for the District of Delaware. The jury returned a

verdict in GSK’s favour, awarding GSK lost profits and

reasonable royalties for a total award of $235.51 million. On 29

March 2018, the trial judge ruled on post-trial motions filed by

Teva and found that substantial evidence at trial did not

support the jury’s finding of induced infringement, overturning

the jury award. GSK appealed, and on 2 October 2020, the

Court of Appeals for the Federal Circuit reversed the district

court’s ruling and reinstated the jury award in GSK’s favour.

On 2 December 2020, Teva filed a petition for rehearing en

banc. The court granted Teva’s petition, but only for a rehearing

by the three-member panel that issued the original decision. On

5 August 2021, the original panel issued its rehearing opinion

where the majority again reinstated the jury’s damages award

of $235.51 million in GSK’s favour.

Teva again filed a petition for rehearing en banc which was

rejected by the Court of Appeals for the Federal Circuit on 11

February 2022. On 11 July 2022, Teva filed a petition for writ of

certiorari with the Supreme Court of the United States seeking

to overturn the Federal Court decision. On 15 May 2023, the US

Supreme Court denied Teva’s request. On 9 February 2026, GSK

and Teva reached a confidential settlement, resulting in the

dismissal of the action with prejudice. This matter is now

concluded.

mRNA

On 25 April 2024, GSK filed a patent infringement suit against

Pfizer Inc. and BioNTech SE in the United States District Court

for the District of Delaware alleging infringement of five US GSK

patents by the COVID-19 vaccine, COMIRNATY®. On 14 August

2024, GSK filed a First Amended Complaint asserting 3

additional GSK patents against Pfizer/BioNTech bringing the

total number of asserted patents to 8. Pfizer/BioNTech filed an

Answer and Counterclaims to GSK’s First Amended Complaint

on 30 August 2024. Trial is scheduled for 7 June 2027.

On 12 October 2024, GSK filed a patent infringement suit

against Moderna, Inc. in the United States District Court for the

District of Delaware, alleging infringement of 7 GSK patents by

the COVID-19 vaccine, SPIKEVAX®. On 4 September 2025, GSK

filed a First Amended Complaint asserting that Moderna’s

COVID-19 vaccine, mNEXSPIKE® also infringes the same 7 GSK

patents. Trial is scheduled for 19 July 2027. On 12 October 2024,

GSK filed a separate suit in the same court alleging

infringement of 6 GSK patents by Moderna’s RSV vaccine,

mRESVIA®, and trial is scheduled for 23 August 2027.

On 3 July 2025, GSK initiated a patent infringement suit in the

Unified Patent Court (“UPC”) against Moderna, asserting a

single GSK patent and alleging infringement by Moderna’s

SPIKEVAX®, mNEXSPIKE®, and mRESVIA® RSV vaccine

products (“Moderna mRNA Products”). The hearing has been

set to commence in a window between 1-3 September 2026. On

4 July 2025, GSK initiated a second patent infringement suit

against Moderna in the UPC asserting infringement of

additional GSK patents by the Moderna mRNA Products. The

hearing has been set to commence in a window between 30

September-2 October 2026. On 13 November 2025, GSK filed

two patent infringement actions against Moderna in Spain

related to SPIKEVAX® and mRESVIA®. Hearings have yet to be

scheduled.

270

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| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Notes to the financial statements continued  46. Legal proceedings continued | | | | | | | | | | | |

On 3 July 2025, GSK initiated a patent infringement suit in the

UPC against Pfizer and BioNTech alleging infringement by

Pfizer/BioNTech’s COMIRNATY® COVID-19 vaccine products.

The hearing has been set to commence in a window between

1-3 September 2026. On 4 July 2025, GSK initiated another

patent infringement suit in the UPC against Pfizer and

BioNTech asserting additional patents and alleging

infringement by Pfizer/BioNTech’s COMIRNATY® COVID-19

vaccine products. The hearing has been set to commence in a

window between 30 September-2 October 2026. On 7 July

2025, GSK initiated a patent infringement suit related to the

COMIRNATY® COVID-19 vaccine products in the Irish High

Court against Pfizer and BioNTech. A hearing has yet to be

scheduled.

On 5 September 2025, Pfizer and BioNTech initiated a patent

revocation suit against GSK in the UK Patents Court seeking

revocation of the UK counterparts of the patents that GSK has

asserted against them in the UPC and in Ireland. GSK has

counterclaimed that Pfizer and BioNTech infringe those

patents. A trial has been listed for 22 February 2027.

In January 2026, GSK filed two separate actions in the US,

pursuant to 28 U.S.C. § 1782, against Pfizer/BioNTech and

Moderna seeking targeted discovery for use in foreign

proceedings.

On 2 January 2025, Acuitas Therapeutics Inc. filed a

declaratory judgment complaint against GSK, seeking

judgment that COMIRNATY® does not infringe five GSK

patents. Acuitas also seeks a ruling that the patents are invalid.

GSK has moved to dismiss the complaint for lack of subject

matter jurisdiction.

RSV

On 7 June 2022, Pfizer, Inc. filed suit in the London High Court

challenging the validity and requesting revocation of three GSK

European patents relating to RSV vaccine technology.

Corresponding invalidity suits against additional patents were

filed in the District Court of the Hague in the Netherlands in

January 2023 and in the Enterprise Court of Brussels in Belgium

in March 2023. In each of those matters GSK counterclaimed

that Pfizer’s RSV vaccine infringes GSK’s patents. On 2 August

2023, GSK filed a patent infringement suit against Pfizer in the

United States District Court for the District of Delaware alleging

infringement of four US GSK patents by Pfizer’s RSV vaccine,

Abrysvo®. Additional patents have been added to the US

litigation. Pfizer counterclaimed in the US that all patents are

invalid, and that Pfizer’s product does not infringe. On 5 August

2024, GSK filed a patent infringement suit on a fourth European

patent in the European Unified Patent Court (“UPC”) at the

Düsseldorf Local Division. On 14 August 2024, Pfizer filed a

patent revocation suit against that same European patent in

the UPC.

On 1 April 2025, GSK and Pfizer reached a global settlement of

all litigation whereby Pfizer has been granted a worldwide

license to certain patents controlled by GSK relating to

recombinant RSV prefusion F protein and GSK will receive a

royalty stream on sales of Abrysvo®. The pending litigation in

the United States District Court for the District of Delaware was

dismissed on 4 April 2025. Cases pending in other jurisdictions

have also been dismissed. This matter is now concluded.

Trelegy Ellipta

On 22 January 2026, GSK received a paragraph IV letter from

Transpire relating to Trelegy. GSK is currently assessing the

letter and considering its options. Under the Hatch-Waxman

Act, companies who receive such letters have 45 days to bring a

lawsuit against the generic manufacturer.

Zejula

In August 2025, GSK received a paragraph IV letter from Sun

Pharmaceutical Industries Limited (“Sun”) relating to Zejula. On

19 September 2025, GSK filed a patent infringement suit against

Sun in the United States District Court for the District of

Delaware alleging Sun’s proposed generic of Zejula infringes

GSK patents. The court has set a trial date for 24 July 2028.

#### Product liability

The Group is currently a defendant in a number of product

liability lawsuits.

Avandia

There are two pending US class actions (both filed in 2010) by

third-party payers which assert claims under the Racketeer

Influenced and Corrupt Organizations Act (RICO) and state

consumer protection laws. In December 2019, the Third Circuit

Court of Appeals reversed the summary judgments granted in

favour of the Group and remanded the third-party payer cases

back to district court. A hearing on certain Daubert motions

relating to experts was held on 1 February 2024. On 25 October

2024, the district court granted GSK’s motion to exclude

plaintiffs’ expert on causation, and excluded a portion of

plaintiffs’ damages expert. A hearing on plaintiffs’ motion for

class certification was held on 12 March 2025, and a hearing on

GSK’s motion for summary judgment was held on 21 April 2025.

On 22 May 2025, the district court granted the third-party

payor plaintiffs’ motion for class certification, allowing them to

proceed with their claims as a class action. The district court

has not yet ruled on GSK’s motion for summary judgment. GSK

filed a Rule 23(f) petition with the Third Circuit seeking

permission to appeal the class certification order. On 7 July

2025, the Third Circuit accepted the appeal. Briefing is

complete, and oral argument was held on 26 February 2026.

The district court has stayed the proceedings pending the

outcome of the appeal.

Legacy Talc Products in the US

The Group is defending product liability actions in the United

States regarding legacy products that were divested by the

Group many years ago. Most of the lawsuits are filed against

multiple defendants. The vast majority of cases generally allege

that plaintiffs were exposed to asbestos-contaminated talc and

developed mesothelioma as a result of use of the products.

GSK is vigorously defending these claims. It has achieved

resolution and dismissal of a number of such claims. As of 31

December 2025, there were approximately 830 ongoing

product liability actions pending in various state courts. To date,

no cases have proceeded to trial.

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| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
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| Notes to the financial statements continued  46. Legal proceedings continued | | | | | | | | | | | |

Zantac

The Group has been named in product liability lawsuits on

behalf of individuals asserting personal injury claims arising out

of the use of Zantac. The federal cases are part of a

Multidistrict Litigation (MDL) proceeding in the United States

District Court for the Southern District of Florida that is pending

appeal in the United States Court of Appeals for the Eleventh

Circuit. Cases have also been filed in a number of state courts,

the majority of which are in Delaware.

As previously disclosed, on 9 October 2024 GSK reached

agreements to resolve 93% (approximately 80,000 claimants)

of the Zantac state court product liability cases pending

against GSK in the United States. Since that time, the vast

majority of the remaining cases have been resolved or been

dismissed such that 13 state court cases remain.

On 9 October 2024, GSK also reached an agreement in

principle to pay a total of $70 million to resolve the Zantac qui

tam complaint previously filed by Valisure. Both the Department

of Justice and the participating State Attorneys General

approved the agreement which was signed on 3 April 2025. The

qui tam complaint has been dismissed.

On 10 July 2025, the Delaware Supreme Court issued its

decision, reversing the lower court’s decision and concluding

that plaintiffs did not establish that their experts’ opinions are

admissible. After the Delaware Supreme Court issued its

decision, GSK and other defendants filed a motion for summary

judgment. Plaintiffs then filed a motion to allow supplemental

expert disclosures. A hearing on both motions was held on 23

October 2025. On 1 December 2025, the Delaware Superior

Court issued its ruling denying plaintiffs’ motion for

supplemental expert disclosures. The Superior Court requested

additional briefing as to which plaintiffs should be bound by

that ruling. Briefing on that issue concluded on 30 January

2026. As previously disclosed, approximately 14,000 product

liability cases were dismissed following the grant of defendants’

Daubert motions in December 2022 in the federal MDL

proceeding. These are now on appeal by the plaintiffs to the

United States Court of Appeals for the Eleventh Circuit, along

with appeals in the medical monitoring and consumer class

action cases. Oral argument was held on 10 October 2025. A

decision is expected in the first half of 2026. GSK remains

confident in its position and will continue to vigorously defend

against those appeals.

Outside the US, there are two proposed class actions pending

against GSK in Ontario and Quebec, Canada along with a class

action in Israel. The Ontario action is in the process of being

discontinued, and the Quebec action remains dormant. The

parties have reached a settlement in the Israel class action and

are in the process of seeking final court approval, which is

expected in H2 2026 or Q1 2027. There are also approximately

120 individual actions that have been filed in Canada.

On 20 March 2020, the New Mexico Attorney General filed a

lawsuit against multiple defendants, including the Group,

alleging violations of state consumer protection and false

advertising statutes, among other claims. On 11 November 2020,

the Mayor & City of Baltimore filed an action against the Group

alleging that Zantac increased the risk of cancer and/or

caused cancer in Baltimore patients, and that the Group failed

to warn of or concealed those risks. GSK has resolved both the

New Mexico Attorney General and the Mayor & City of

Baltimore actions.

On 4 February 2025, a putative securities class action lawsuit

was filed in the US District Court for the Eastern District of

Pennsylvania against GSK and certain officers on behalf of

purchasers of GSK publicly traded securities during the period 5

February 2020 through 14 August 2022. The complaint alleges

that defendants made materially false and/or misleading

statements or omissions with regard to Zantac. On 7 July 2025,

plaintiffs filed an amended complaint, removing one of the GSK

individually named defendants and changing the class period

to 5 February 2020 through 12 August 2022. GSK filed a motion

to dismiss the amended complaint. On 4 March 2026, the Court

granted GSK’s motion and dismissed plaintiffs’ amended

complaint with prejudice.

Zofran

The Group was a defendant in over 400 product liability cases

involving Zofran pending in a Multidistrict Litigation (MDL)

proceeding in the District of Massachusetts. The cases alleged

that children suffered birth defects due to their mothers’

ingestion of Zofran and/or generic ondansetron for pregnancy-

related nausea and vomiting. Plaintiffs asserted that the Group

sold Zofran knowing it was unsafe for pregnant women, failed

to warn of the risks and illegally marketed Zofran “off-label” for

use by pregnant women.

On 1 June 2021, the MDL Court granted the Group’s motion for

summary judgment on federal pre-emption grounds. The Court

found that the FDA was fully informed of all relevant safety

information regarding Zofran and had repeatedly rejected any

attempt to add a birth defect warning to the label. At that time,

the Court granted judgment for the Group in all cases pending

in the MDL (approximately 431 cases) and closed the MDL

proceeding. Plaintiffs appealed this decision and, on 9 January

2023, the United States Court of Appeals for the First Circuit

affirmed the district court’s decision in favour of the Group.

The one remaining state court case was voluntarily dismissed

by the plaintiff in July 2025. Three of the four proposed class

actions in Canada have been discontinued. The last remaining

class action is not currently active, and is also expected to be

discontinued.

#### Sales and marketing and regulation

The Group’s marketing and promotion of its Pharmaceutical

and Vaccine products are the subject of certain governmental

investigations and private lawsuits brought by litigants under

various theories of law.

Flovent – Arizona Attorney General

On 6 February 2025, the Arizona Attorney General filed a

lawsuit in Arizona state court alleging violation of the state

consumer protection statute. The lawsuit alleges that GSK

engaged in deceptive and unfair practices with respect to

Flovent. GSK removed the case to federal court and filed a

motion to dismiss. The plaintiff filed a motion to remand the

case to state court. On 26 August 2025, the federal court

remanded the case to state court, finding that the case did not

state a federal claim over which the court had subject-matter

jurisdiction, but did not rule on GSK’s pending motion to dismiss.

The state court heard oral argument on the motion to dismiss

on 23 January 2026.

272

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| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Notes to the financial statements continued  46. Legal proceedings continued | | | | | | | | | | | |

GSK Korea – Proceedings under Fair Trade Laws

In August 2020, GSK Korea was indicted under Korea’s

Monopoly Regulation and Fair Trade laws in relation to

government tenders of HPV (Cervarix) and PCV (Synflorix)

vaccines in 2018 and 2019. The prosecutor alleged that GSK

Korea, through the actions of at least one of its employees,

interfered with the tender process under the National

Immunisation Programme by using “straw bidders”.

A former GSK Korea employee was also charged in his

individual capacity by the prosecutor in relation to the same

matter. Further, a number of wholesalers were co-defendants in

the proceedings. On 1 February 2023, the court rendered a

guilty verdict in respect of all defendants. GSK Korea was fined

KRW70 million which is approximately £45,000. In July 2024,

the appellate court rendered a not-guilty verdict for all

defendants, overturning the lower court’s decision. In December

2025, the Korea Supreme Court affirmed the appellate court’s

decision. This matter is now concluded.

US electronic health records subpoena

On 19 March 2023, the Group received a subpoena from the

United States Attorney’s Office for the Western District of

Virginia, which is working with the United States Department of

Justice Civil Division, seeking documents relating to the Group’s

electronic health record programmes. The Group cooperated

with the enquiry.

Senate HELP Enquiry

The Group received a letter dated 8 January 2024 from

majority members of the US Senate Health, Education, Labor

and Pensions (“HELP”) Committee initiating an investigation

into the pricing of inhalers for the treatment of asthma and

COPD. The letter is similar to letters received by a number of

other pharmaceutical companies and requests information on

pricing, research in the treatment of respiratory diseases,

patenting and business practices. The Group cooperated with

the enquiry.

#### Anti-trust/competition

Certain governmental actions and private lawsuits have been

brought against the Group alleging violation of competition or

anti-trust laws.

Lamictal

Purported classes of direct purchasers filed suit in 2012 in the US

District Court for the District of New Jersey alleging that the

Group and Teva Pharmaceuticals unlawfully conspired to delay

generic competition for Lamictal, resulting in overcharges to the

purchasers, by entering into an allegedly anti-competitive

reverse payment settlement to resolve patent infringement

litigation. A separate count accuses the Group of monopolising

the market.

On 13 December 2018, the trial judge granted plaintiffs’ class

certification motion, certifying a class of direct purchasers. The

Group filed a Rule 23(f) motion in the Court of Appeals for the

Third Circuit, challenging the class certification decision. On 22

April 2020, the Court of Appeals vacated the lower court’s grant

of class certification and remanded the issue back to the lower

court for further analysis.

On 9 October 2020, the district court heard argument on

plaintiffs’ renewed motion for class certification after remand.

On 9 April 2021, the district court denied plaintiffs’ motion for

class certification of the putative direct purchaser class, leaving

a potential class of brand-only purchasers. Plaintiffs moved to

supplement their expert report and seek additional discovery to

support the addition of certain generic purchasers. On 21

January 2022, the district court denied plaintiffs’ motion to

supplement their expert report and seek additional discovery

and held that the issue of generic purchasers had already been

decided and denied in the court’s ruling on decertification. The

parties conducted briefing on class certification as to the

remaining brand-only purchasers, with plaintiffs also seeking to

add a smaller category of purchasers.

On 1 February 2023, the district court denied plaintiffs’ renewed

class certification motion. A series of follow-on complaints have

been filed in the US District Court for the Eastern District of

Pennsylvania by groups of alleged purchasers. The cases have

been consolidated with the previously pending case in the

District of New Jersey. Discovery is ongoing.

#### Commercial and corporate

The Group is involved in certain contractual and/or commercial

disputes.

Tesaro, Inc. v. AnaptysBio

On 20 November 2025, GSK subsidiaries Tesaro, Inc., and

Tesaro Development, Ltd. (collectively, “Tesaro”) initiated

litigation against AnaptysBio, Inc. in the Delaware Chancery

Court. This action seeks a declaration that Tesaro has not

breached the Collaboration and Exclusive License Agreement

(the “Agreement”) among the parties and that AnaptysBio

engaged in conduct that constituted an anticipatory breach of

the Agreement with respect to the oncology treatment Jemperli

(dostarlimab). AnaptysBio filed a lawsuit against Tesaro and

GSK later the same day, in the same court, asserting claims that

Tesaro materially breached certain provisions of the Agreement

or the implied covenant of good faith and fair dealing, and that

GSK tortiously interfered with the contract by inducing Tesaro’s

alleged breaches. Trial is currently set for 14-17 July 2026.

AnaptysBio filed a partial motion to dismiss seeking dismissal of

Tesaro’s anticipatory breach of contract claim, which motion

was heard by the court on 4 March 2026. GSK and Tesaro

intend to vigorously defend against AnaptysBio’s allegations.

Zejula royalty dispute

In October 2012, Tesaro, Inc. (now a wholly owned subsidiary of

GSK) entered into two worldwide patent license agreements

with AstraZeneca UK Limited related to niraparib (later

approved as Zejula). In May 2021, AstraZeneca filed a lawsuit

against Tesaro in the High Court, England and Wales alleging

that Tesaro failed to pay some of the royalties due under the

license agreements. Tesaro has counterclaimed based on a

calculated overpayment. Trial was held the week of 6 March

2023 and judgment was entered against the Group on 5 April

2023. On 9 February 2024 the Court of Appeal ruled in the

Group’s favour, overturning the trial court’s judgment and

determining that only Zejula sales for uses falling within the

licensed patents could be deemed royalty-bearing.

AstraZeneca requested permission to appeal and on 28 May

2024, the UK Supreme Court rejected AstraZeneca’s request.

The appropriate quantum of royalties following the Court of

Appeal’s judgement may be the subject of further proceedings.

273

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| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
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| Notes to the financial statements continued | | | | | | | | | | | |

|  |
| --- |
|  |
| 47. Post balance sheet events |

On 19 January 2026, GSK reached agreement with Pfizer and Shionogi for the 11.7% economic interest in ViiV Healthcare currently

held by Pfizer to be replaced with an investment by Shionogi. As a result of this transaction, Shionogi will increase its economic

interest to 21.7% and GSK will maintain its 78.3% economic interest. Under the terms of the agreement, ViiV Healthcare will issue

new shares to Shionogi for consideration of $2.125 billion and cancel Pfizer’s holding in ViiV Healthcare for a consideration of

$1.875 billion. Additionally, GSK will receive a special dividend of $0.250 billion (payable in GBP). Completion of the transaction is

subject to certain regulatory clearances in relevant markets and is expected to occur during Q1 2026. On completion, GSK will

extinguish the Pfizer put option liability through retained earnings. The liability will be remeasured immediately prior to completion,

on the same methodology as at 31 December 2025, with any change in the value of the liability recognised as an Adjusting item

through other operating income/(expense). The carrying amount of the liability was £822 million as at 31 December 2025.

On 19 January 2026, GSK entered into a definitive agreement to acquire RAPT Therapeutics (RAPT), a California-based, clinical-

stage biopharmaceutical company dedicated to developing novel therapies for patients living with inflammatory and immunologic

diseases. The acquisition includes ozureprubart, a long-acting anti-immunoglobulin E (IgE) monoclonal antibody, currently in phase

IIb clinical development for prophylactic protection against food allergens. Under the terms of the agreement, GSK’s subsidiary

commenced a tender offer to acquire all outstanding shares of RAPT common stock for $58.00 per share in cash at closing for an

estimated aggregate equity value of $2.2 billion. Net of cash acquired, GSK's upfront investment is approximately $1.9 billion. The

transaction was subject to customary closing conditions, including the applicable waiting period under the Hart-Scott-Rodino Act in

the US, and subsequently closed on 3 March 2026. Given the timing of the closure of the transaction, GSK expects to disclose the

provisional accounting for the acquisition in the Q1 2026 Results Announcement.

On 25 February 2026, GSK announced that it has entered an agreement to acquire 100% of the equity of 35Pharma Inc., a

Canada-based, private, clinical-stage biopharmaceutical company specialised in the development of novel protein-based

therapeutics. The acquisition includes HS235, a potential best-in-class investigational medicine that has completed phase I healthy

volunteer clinical trials with studies to start imminently in pulmonary arterial hypertension (PAH) and pulmonary hypertension due to

heart failure with preserved ejection fraction (PH-HFpEF). The transaction is subject to customary conditions, including applicable

regulatory agency clearances under the Hart-Scott-Rodino Act in the US and the Competition Act in Canada, along with a filing

under the Investment Canada Act. Under the terms of the agreement, US$950 million is payable in cash at closing.

274

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| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
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| Company balance sheet – UK GAAP  31 December 2025 | | | | | | | | | | | |

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  | Notes | 2025  £m | 2024  £m |
| Fixed assets – investments | E | 20,383 | 20,307 |
| Current assets: |  |  |  |
| Trade and other receivables | F | 24,394 | 27,111 |
| Cash at bank |  | 12 | 15 |
| Total current assets |  | 24,406 | 27,126 |
| Trade and other payables | G | (800) | (645) |
| Total current liabilities |  | (800) | (645) |
| Net current assets |  | 23,606 | 26,481 |
|  |  |  |  |
| Total assets less current liabilities |  | 43,989 | 46,788 |
| Provisions for liabilities | H | (47) | (20) |
| Other non-current liabilities | G | (588) | (528) |
| Net assets |  | 43,354 | 46,240 |
|  |  |  |  |
| Capital and reserves: |  |  |  |
| Share capital | I | 1,349 | 1,348 |
| Share premium account | I | 3,498 | 3,473 |
| Other reserves | J | 1,420 | 1,420 |
| Retained earnings | J | 37,087 | 39,999 |
| Equity shareholders’ funds |  | 43,354 | 46,240 |

The Company’s profit for the year was £639 million (2024 : £4,035 million ).

The financial statements on pages [274](#ia0478a7d9608435797b09f6fdeba7f82_544) to [278](#i30105ad05cf8473787e9f4065b1d46d8_23664) were approved by the Board on  4 March 2026  and signed on its behalf by

Sir Jonathan Symonds

Chair GSK plc

Registered number: 3888792

#### Company statement of changes in equity

#### for the year ended

#### 31 December 2025

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
|  | Share  capital  £m | Share  premium  account  £m | Other  reserves  £m | Retained  earnings  £m | Total  equity  £m |
| At 1 January 2024 | 1,348 | 3,451 | 1,420 | 37,938 | 44,157 |
| Profit and Total comprehensive income attributable to shareholders | – | – | – | 4,035 | 4,035 |
| Treasury shares transferred to the ESOP Trust | – | – | – | 459 | 459 |
| Dividends to shareholders (Note D) | – | – | – | (2,444) | (2,444) |
| Shares issued under employee share schemes | – | 22 | – | 11 | 33 |
| At 31 December 2024 | 1,348 | 3,473 | 1,420 | 39,999 | 46,240 |
| Profit and Total comprehensive income attributable to shareholders | – | – | – | 639 | 639 |
| Purchase of Treasury shares | – | – | – | (1,377) | (1,377) |
| Treasury shares transferred to the ESOP Trust | – | – | – | 385 | 385 |
| Dividends to shareholders (Note D) | – | – | – | (2,564) | (2,564) |
| Shares issued under employee share schemes | 1 | 25 | – | 5 | 31 |
| At 31 December 2025 | 1,349 | 3,498 | 1,420 | 37,087 | 43,354 |

275

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| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
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| Notes to the Company balance sheet – UK GAAP  (including FRS 101 ‘Reduced Disclosure Framework’) | | | | | | | | | | | |

#### A) Presentation of the financial statements

Description of business

GSK plc is the parent company of GSK, a major global

biopharma group which prevents and treats disease with

specialty medicines, vaccines and general medicines.

Preparation of financial statements

The financial statements, which are prepared using the

historical cost convention (as modified to include the

revaluation of certain financial instruments) and on a going

concern basis, are prepared in accordance with Financial

Reporting Standard 101 ‘Reduced Disclosure Framework’ (FRS

101) and the Companies Act 2006 as at 31 December 2025,

with comparative figures as at 31 December 2024.

As permitted by section 408 of the Companies Act 2006, the

income statement of the Company is not presented in this

Annual Report.

The Company is included in the Group financial statements of

GSK plc, which are publicly available.

The following exemptions from the requirements of IFRS have

been applied in the preparation of these financial statements,

in accordance with FRS 101:

– Paragraphs 45(b) and 46 to 52 of IFRS 2, ‘Share-based

payment’

– IFRS 7, ‘Financial Instruments – Disclosures’

– Paragraphs 91-99 of IFRS 13, ‘Fair value measurement’

– Paragraph 38 of IAS 1, ‘Presentation of financial statements’

comparative information requirements in respect of

paragraph 79(a) (iv) of IAS 1

– Paragraphs 10(d), 10(f), 16, 38(A), 38 (B to D), 40 (A to D), 111

and 134 to 136 of IAS 1, ‘Presentation of financial statements’

– IAS 7, ‘Statement of cash flows’

– Paragraph 30 and 31 of IAS 8, ‘Accounting policies, changes

in accounting estimates and errors’

– Paragraph 17 of IAS 24, ‘Related party disclosures’ and the

further requirement in IAS 24 to disclose related party

transactions entered into between two or more members of a

Group.

Accounting principles and policies

The preparation of the balance sheet in conformity with

generally accepted accounting principles requires

management to make estimates and assumptions that affect

the reported amounts of assets and liabilities and disclosure of

contingent assets and liabilities at the date of the balance

sheet. Actual amounts could differ from those estimates.

The balance sheet has been prepared in accordance with the

Company’s accounting policies approved by the Board and

described in Note B. These policies have been consistently

applied, unless otherwise stated.

Key accounting judgements and estimates

No key accounting judgements or estimates were required in

the current year.

#### B) Accounting policies

Foreign currency transactions

Foreign currency transactions are recorded at the exchange

rate ruling on the date of transaction. Foreign currency

monetary assets and liabilities are translated at rates of

exchange ruling at the balance sheet date.

Dividends paid and received

Dividends paid and received are included in the financial

statements in the period in which the related dividends are

actually paid or received, utilising the Company’s current

account to fund the payment of dividends.

Expenditure

Expenditure is recognised in respect of goods and services

received when supplied in accordance with contractual terms.

Provision is made when an obligation exists for a future liability

in respect of a past event and where the amount of the

obligation can be reliably estimated.

Investments in subsidiary companies

Investments in subsidiary companies are held at cost less any

provision for impairment and also includes a capital

contribution in relation to movements in contingent

consideration.

Impairment of investments

The carrying amount of investments are reviewed at each

reporting date, including a comparison to the Company’s share

of the net assets value of the investments, to determine whether

there is an indication of impairment. If such an indication exists,

the recoverable amount of the investment is estimated. The

recoverable amount is the higher of fair value less costs to sell

and value in use. An impairment loss is recognised if the

carrying amount of an investment exceeds its estimated

recoverable amount. Impairment losses are recognised in the

income statement.

Trade and other receivables

Trade and other receivables are carried at amortised cost less

the expected credit loss (ECL) allowance. Expected credit

losses are calculated in accordance with the approach

permitted by IFRS 9. The majority of the balance within trade

and other receivables is amounts owed by Group undertakings.

The Company applies a general approach to calculate the

expected credit losses. If a receivable is determined to be non-

collectable it is written off, firstly against any expected credit

loss allowance available and then to the income statement.

Subsequent recoveries of amounts previously provided for are

credited to the statement of comprehensive income. Long-term

receivables are discounted where the effect is material.

Share-based payments

The Company issues shares to employees under the Share Save

Plan and the Deferred Annual Bonus Plan (DABP) on behalf of

its subsidiary companies for cash consideration.

276

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| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
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| Notes to the Company balance sheet – UK GAAP continued  (including FRS 101 ‘Reduced Disclosure Framework’) | | | | | | | | | | | |

Treasury shares

The purchase price paid for the Treasury shares, including

transaction fees, is included within retained earnings. Treasury

shares are transferred to the ESOP trust at the fair market price

at the date of the transfer for cash consideration. If the

proceeds are equal to or less than the purchase price paid by

the Company for the shares, the proceeds are treated as a

realised loss. If the proceeds exceed the purchase price, the

excess over the purchase price is transferred to the share

premium account. Where the Company’s equity instruments

are repurchased, for example as a result of a share buyback

programme, the consideration paid, including any directly

attributable incremental costs (net of income taxes), is

deducted from the shareholders’ equity as Treasury shares until

the shares are cancelled or reissued. The purchase price paid

by the Company for the shares is determined by the use of a

weighted average price method.

Taxation

Current tax is provided at the amounts expected to be paid

applying tax rates that have been enacted or substantively

enacted by the balance sheet date.

Deferred tax is provided in full, using the liability method, on

temporary differences arising between the tax bases of assets

and liabilities and their carrying amounts in the financial

statements. Deferred tax assets are only recognised to the

extent that they are considered recoverable against future

taxable profits.

Deferred tax is measured at the average tax rates that are

expected to apply in the periods in which the temporary

differences are expected to be realised or settled. Deferred tax

liabilities and assets are not discounted.

Financial guarantees

Liabilities relating to guarantees issued by the Company on

behalf of its subsidiaries are initially recognised at fair value

and subsequently measured at the higher of:

1. the expected credit loss allowance measured using the

general approach; and

2. the amount initially recorded less, when appropriate,

accumulated amortisation.

#### C) Operating profit

A fee of £15,582 (2024: £15,179) relating to the audit of the

Company has been charged in operating profit.

#### D) Dividends

In 2025 the Directors declared four interim dividends resulting

in a dividend for the year of 66 pence. For further details, see

Note 16, 'Dividends' to the Group financial statements.

#### E) Fixed assets – investments

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | 2025  £m | 2024  £m |
| Shares in GlaxoSmithKline Services Unlimited | 654 | 654 |
| Shares in GlaxoSmithKline Holdings (One) Limited | 18 | 18 |
| Shares in GlaxoSmithKline Holdings Limited | 17,888 | 17,888 |
| Shares in GlaxoSmithKline Mercury Limited | 33 | 33 |
|  | 18,593 | 18,593 |
| Capital contribution relating to share-based payments | 1,139 | 1,139 |
| Contribution relating to contingent consideration | 651 | 575 |
|  | 20,383 | 20,307 |

Fixed asset investments, including investment in subsidiaries, are stated at cost and reviewed for impairment if there are indications

that the carrying amount may not be recoverable. Management evaluates on a case-to-case basis whether any impairment

booked for the Group impacts the carrying amount of the investments. Based on the evaluation for the current year, management

has not determined any indicators of impairment for investments.

The capital contribution of £1,139 million refers to a historic contribution the Company for share-based payments to employees.

The contingent consideration is in respect of arrangements entered into as part of the ordinary course of the Group’s business to

which the Company was a signing party.

277

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| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
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| Notes to the Company balance sheet – UK GAAP continued  (including FRS 101 ‘Reduced Disclosure Framework’) | | | | | | | | | | | |

#### F) Trade and other receivables

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | 2025  £m | 2024  £m |
| Amounts due within one year: |  |  |
| Other debtors | 3 | – |
| Amounts owed by Group undertakings | 24,163 | 26,850 |
|  | 24,166 | 26,850 |
| Amounts due after more than one year: |  |  |
| Amounts owed by Group undertakings | 228 | 261 |
|  | 24,394 | 27,111 |

The amounts owed by Group undertakings due within one year primarily include a call account balance with GSK Finance plc which

is unsecured, repayable on demand with interest received at SONIA rate less 0.05% per annum (2024: SONIA rate less 0.05%).

The Directors consider that the carrying amount of amounts owed by Group undertakings approximates to their fair values. The

recoverability of these balances has been assessed and no provision for expected credit loss has been recognised. The counter-

party has access to sufficient funds and assets to fulfil its future obligations. Amounts owed by Group undertakings are not past due

and there is no increased credit risk experienced since initial recognition.

The movement in the amounts owed by/to Group undertakings in the period, as reflected within Notes F and G, primarily reflects the

receipt of dividend income from subsidiaries and utilisation of the Company’s current account to fund the payment of interim

dividends.

#### G) Trade and other payables

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | 2025  £m | 2024  £m |
| Amounts due within one year: |  |  |
| Other creditors | 280 | 318 |
| Contingent consideration payable | 62 | 47 |
| Corporation tax | 247 | 280 |
| Amounts owed to Group undertakings | 211 | – |
| At 31 December | 800 | 645 |
| Amounts due after more than one year: |  |  |
| Contingent consideration payable | 588 | 528 |
| At 31 December | 588 | 528 |

The Company has guaranteed debt issued by certain subsidiary companies and for which it receives an annual fee from one of the

subsidiaries. In aggregate, the Company has outstanding guarantees over £15.6 billion of debt instruments (2024: £15.2 billion). The

financial guarantee contract liability of £263 million (2024: £298 million) is included within other creditors. The amounts due from

the subsidiary company in relation to these guarantee fees will be recovered over the life of the bonds and are disclosed within

‘Trade and other receivables’ (see Note F).

The contingent consideration relates to the amount payable for the acquisition in 2015 of the Novartis Vaccines portfolio. The

current year liability is included within ‘Trade and other payables’ and the amounts due after more than one year are included in

‘Other non-current liabilities’. For further details, see Note 32, 'Contingent consideration liabilities' to the Group financial statements.

#### H) Provisions for liabilities

|  |  |  |
| --- | --- | --- |
|  |  |  |
|  | 2025  £m | 2024  £m |
| At 1 January | 20 | 20 |
| Charge for the year | 72 | 33 |
| Utilised | (45) | (33) |
| At 31 December | 47 | 20 |

The provisions relate to a number of legal and other disputes in which the company is currently involved.

278

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |
| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Notes to the Company balance sheet – UK GAAP continued  (including FRS 101 ‘Reduced Disclosure Framework’) | | | | | | | | | | | |

#### I)Share capital and share premium account

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  | Ordinary shares | | Share  premium  account |
|  | Number | £m | £m |
| Share capital issued and fully paid |  |  |  |
| 1 January 2025 | 4,314,303,734 | 1,348 | 3,473 |
| Issued under employee share schemes | 1,141,292 | 1 | 14 |
| Ordinary shares acquired by ESOP Trust | – | – | 11 |
| At 31 December 2025 | 4,315,445,026 | 1,349 | 3,498 |

At 31 December 2025, of the issued share capital, 62,875,215 shares were held in the ESOP Trusts (out of which 62,227,857 were held

for future exercise of share options and share awards and 647,358 shares were held for the Executive Supplemental Savings Plan),

240,019,489 shares were held as Treasury shares and 4,012,550,322 shares were in free issue. All issued shares are fully paid and

there are no shares authorised but not in issue. The nominal, carrying and market values of the shares held in the ESOP Trusts are

disclosed in Note 45, ‘Employee share schemes’.

During the period the Company purchased 93 million of shares to be held as Treasury shares as part of the 2025 share buyback

programme. At 31 December 2025, the Company held 240 million Treasury shares at a cost of £3,948 million, of which 147 million

shares of £2,571 million were repurchased as part of previous share buyback programmes, which has been deducted from retained

earnings.

The monthly breakdown of all shares purchased and the average price paid per share (excluding expenses) in relation to the 2025

share buyback programme are detailed in Note 36, ‘Share capital and share premium account’ of the Group accounts.

#### J) Retained earnings and other reserves

The Board reviews the level of distributable reserves of GSK plc annually as per Tech 2/17 Guidance on Realised and Distributable

Profits under the Companies Act 2006, and aims to maintain distributable reserves that provide adequate cover for dividend

payments.

The availability of distributable reserves in GSK plc is dependent on the ability of the subsidiaries to recover their receivables within a

reasonable period of time. The Directors consider that, based on the nature of these receivables and the available cash resources,

the distributable reserves at 31 December 2025 amounted to £25,000 million.

The profit of GSK plc for the year was £639 million (2024: £4,035 million). After dividends paid of £2,564 million (2024: £2,444

million) and the effect of £385 million Treasury shares transferred to a subsidiary company (2024: £459 million), retained earnings at

31 December 2025 stood at £37,087 million (2024: £39,999 million), of which £12,087 million is not considered by the Company to be

available for distribution (2024: £14,999 million). Dividends to shareholders are paid out of the reserves of the Company considered

to be available for distribution, which at 31 December 2025 amounted to £25,000 million (2024: £25,000 million).

Other reserves includes a capital redemption reserve and a reserve reflecting historical contributions of shares in the Company

which were issued to satisfy share option awards granted to employees of subsidiary companies.

#### K) Group companies

See pages [316](#ia0478a7d9608435797b09f6fdeba7f82_697) to [323](#i89e276d7b2d345bca2c45504b1f3c487_2202) for a complete list of subsidiaries, associates, joint ventures and other significant shareholdings, which forms

part of these financial statements.

279

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
|  | | | | | | | | | | | |

## Investor information

|  |  |
| --- | --- |
|  |  |
| In this section |  |
| [Commercial Operations turnover](#ia0478a7d9608435797b09f6fdeba7f82_559) | [280](#ia0478a7d9608435797b09f6fdeba7f82_559) |
| [Three year record](#ia0478a7d9608435797b09f6fdeba7f82_562) | [282](#ia0478a7d9608435797b09f6fdeba7f82_562) |
| [Product development pipeline](#ia0478a7d9608435797b09f6fdeba7f82_568) | [284](#ia0478a7d9608435797b09f6fdeba7f82_568) |
| [Products and intellectual property](#ia0478a7d9608435797b09f6fdeba7f82_571) | [287](#ia0478a7d9608435797b09f6fdeba7f82_571) |
| [Principal risks and uncertainties](#ia0478a7d9608435797b09f6fdeba7f82_577) | [289](#ia0478a7d9608435797b09f6fdeba7f82_577) |
| [Share capital and control](#ia0478a7d9608435797b09f6fdeba7f82_655) | [305](#ia0478a7d9608435797b09f6fdeba7f82_655) |
| [Dividends](#ia0478a7d9608435797b09f6fdeba7f82_661) | [307](#ia0478a7d9608435797b09f6fdeba7f82_661) |
| [Financial calendar 2026](#ia0478a7d9608435797b09f6fdeba7f82_664) | [308](#ia0478a7d9608435797b09f6fdeba7f82_664) |
| [Annual General Meeting 2026](#ia0478a7d9608435797b09f6fdeba7f82_667) | [308](#ia0478a7d9608435797b09f6fdeba7f82_667) |
| [Tax information for shareholders](#ia0478a7d9608435797b09f6fdeba7f82_670) | [309](#ia0478a7d9608435797b09f6fdeba7f82_670) |
| [Shareholder services and contact](#ia0478a7d9608435797b09f6fdeba7f82_676)s | [311](#ia0478a7d9608435797b09f6fdeba7f82_676) |
| [US law and regulation](#ia0478a7d9608435797b09f6fdeba7f82_682) | [313](#ia0478a7d9608435797b09f6fdeba7f82_682) |
| [Group companies](#ia0478a7d9608435797b09f6fdeba7f82_697) | [316](#ia0478a7d9608435797b09f6fdeba7f82_697) |
| [Glossary of terms](#ia0478a7d9608435797b09f6fdeba7f82_700) | [324](#ia0478a7d9608435797b09f6fdeba7f82_700) |

280

|  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |
| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Financial record | | | | | | | | | | | |

|  |
| --- |
|  |
| Commercial Operations turnover by therapeutic area 2025 |

|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | Total | | |  | US | | |  | Europe | | |  | International | | |
| 2025 |  | Growth |  | 2025 |  | Growth |  | 2025 |  | Growth |  | 2025 |  | Growth |
| £m | £% | CER% |  | £m | £% | CER% |  | £m | £% | CER% |  | £m | £% | CER% |
| HIV | 7,687 | 8 | 11 |  | 5,312 | 11 | 14 |  | 1,558 | 4 | 3 |  | 817 | 2 | 6 |
| Dolutegravir products: | 5,648 | 1 | 3 |  | 3,567 | 1 | 4 |  | 1,336 | 2 | – |  | 745 | – | 3 |
| Tivicay | 1,323 | (2) | – |  | 801 | 3 | 6 |  | 237 | (6) | (7) |  | 285 | (10) | (9) |
| Triumeq | 991 | (25) | (23) |  | 728 | (23) | (21) |  | 153 | (31) | (32) |  | 110 | (32) | (28) |
| Juluca | 656 | (4) | (2) |  | 527 | (3) | (1) |  | 117 | (8) | (9) |  | 12 | – | 8 |
| Dovato | 2,678 | 20 | 22 |  | 1,511 | 19 | 23 |  | 829 | 16 | 15 |  | 338 | 32 | 37 |
| Cabenuva | 1,402 | 38 | 42 |  | 1,160 | 40 | 44 |  | 202 | 29 | 28 |  | 40 | 54 | 62 |
| Apretude | 439 | 57 | 62 |  | 432 | 60 | 64 |  | – | – | – |  | 7 | (22) | (22) |
| Rukobia | 169 | 5 | 8 |  | 150 | 1 | 4 |  | 10 | 25 | 25 |  | 9 | >100 | >100 |
| Others | 29 | (22) | (16) |  | 3 | (50) | (50) |  | 10 | (38) | (31) |  | 16 | 7 | 13 |
| Respiratory, Immunology & Inflammation | 3,810 | 15 | 18 |  | 2,505 | 14 | 17 |  | 638 | 16 | 15 |  | 667 | 19 | 25 |
| Nucala | 2,008 | 13 | 15 |  | 1,040 | 7 | 10 |  | 521 | 16 | 15 |  | 447 | 23 | 28 |
| Benlysta | 1,773 | 19 | 22 |  | 1,464 | 20 | 23 |  | 134 | 17 | 15 |  | 175 | 14 | 20 |
| Other | 29 | (22) | (19) |  | 1 | – | – |  | (17) | (6) | (6) |  | 45 | 7 | 14 |
| Oncology | 1,977 | 40 | 43 |  | 1,364 | – | – |  | 469 | 39 | 38 |  | 144 | 97 | >100 |
| Jemperli | 557 | (6) | (4) |  | 292 | (4) | (2) |  | 215 | (7) | (8) |  | 50 | (12) | (2) |
| Zejula | 861 | – | – |  | 647 | – | – |  | 159 | >100 | >100 |  | 55 | >100 | >100 |
| Blenrep | 17 | >100 | >100 |  | 8 | >100 | >100 |  | 9 | 80 | 80 |  | – | – | – |
| Ojjaara/Omjjara | 554 | – | – |  | 417 | – | – |  | 98 | >100 | >100 |  | 39 | >100 | >100 |
| Other | (12) | >(100) | >(100) |  | – | – | – |  | (12) | >(100) | >(100) |  | – | – | – |
| Specialty Medicines | 13,474 | 14 | 17 |  | 9,181 | 15 | 18 |  | 2,665 | 12 | 11 |  | 1,628 | 14 | 18 |
| Shingles | 3,558 | 6 | 8 |  | 1,200 | (20) | (17) |  | 1,317 | 44 | 42 |  | 1,041 | 9 | 13 |
| Shingrix | 3,558 | 6 | 8 |  | 1,200 | (20) | (17) |  | 1,317 | 44 | 42 |  | 1,041 | 9 | 13 |
| Meningitis | 1,583 | 10 | 12 |  | 669 | 1 | 4 |  | 603 | 25 | 24 |  | 311 | 7 | 13 |
| Bexsero | 1,150 | 14 | 16 |  | 358 | (2) | 1 |  | 593 | 26 | 24 |  | 199 | 14 | 24 |
| Menveo | 402 | 4 | 6 |  | 303 | 2 | 5 |  | 8 | 14 | 14 |  | 91 | 11 | 12 |
| Penmenvy | 8 | – | – |  | 8 | – | – |  | – | – | – |  | – | – | – |
| Other | 23 | (43) | (40) |  | – | – | – |  | 2 | (50) | (50) |  | 21 | (42) | (39) |
| RSV | 593 | 1 | 2 |  | 301 | (40) | (39) |  | 218 | >100 | >100 |  | 74 | 37 | 44 |
| Arexvy | 593 | 1 | 2 |  | 301 | (40) | (39) |  | 218 | >100 | >100 |  | 74 | 37 | 44 |
| Influenza | 303 | (26) | (24) |  | 212 | (33) | (31) |  | 21 | (32) | (32) |  | 70 | 17 | 22 |
| Fluarix/FluLaval | 303 | (26) | (24) |  | 212 | (33) | (31) |  | 21 | (32) | (32) |  | 70 | 17 | 22 |
| Established Vaccines | 3,120 | (7) | (5) |  | 1,268 | (3) | (1) |  | 718 | (1) | (2) |  | 1,134 | (13) | (11) |
| Boostrix | 654 | (4) | (2) |  | 400 | (7) | (4) |  | 142 | 4 | 2 |  | 112 | (3) | 3 |
| Cervarix | 23 | (68) | (68) |  | – | – | – |  | 8 | (43) | (43) |  | 15 | (74) | (74) |
| Hepatitis | 643 | (7) | (5) |  | 321 | (17) | (15) |  | 202 | 6 | 5 |  | 120 | 6 | 12 |
| Infanrix, Pediarix | 519 | 1 | 4 |  | 295 | 11 | 14 |  | 115 | (4) | (5) |  | 109 | (14) | (9) |
| Priorix, Priorix Tetra, Varilrix | 425 | 32 | 33 |  | 60 | 54 | 56 |  | 134 | 10 | 9 |  | 231 | 43 | 46 |
| Rotarix | 546 | (7) | (5) |  | 160 | (7) | (4) |  | 128 | 4 | 3 |  | 258 | (12) | (9) |
| Synflorix | 159 | (30) | (29) |  | – | – | – |  | 3 | (73) | (73) |  | 156 | (27) | (27) |
| Others | 151 | (39) | (39) |  | 32 | >100 | >100 |  | (14) | >(100) | >(100) |  | 133 | (41) | (41) |
| Vaccines | 9,157 | – | 2 |  | 3,650 | (15) | (12) |  | 2,877 | 32 | 30 |  | 2,630 | (1) | 2 |
| Respiratory | 7,068 | (2) | – |  | 3,816 | (1) | 1 |  | 1,394 | (2) | (3) |  | 1,858 | (3) | 1 |
| Anoro Ellipta | 542 | (5) | (4) |  | 207 | (20) | (17) |  | 235 | – | – |  | 100 | 8 | 13 |
| Flixotide/Flovent | 421 | (20) | (18) |  | 277 | (23) | (21) |  | 63 | (11) | (11) |  | 81 | (16) | (12) |
| Relvar/Breo Ellipta | 1,017 | (5) | (3) |  | 367 | – | – |  | 352 | (5) | (6) |  | 298 | (1) | 3 |
| Seretide/Advair | 858 | (19) | (17) |  | 267 | (27) | (24) |  | 184 | (16) | (16) |  | 407 | (14) | (11) |
| Trelegy Ellipta | 2,986 | 11 | 13 |  | 2,183 | 10 | 13 |  | 335 | 7 | 6 |  | 468 | 16 | 21 |
| Ventolin | 703 | – | 3 |  | 365 | 1 | 4 |  | 120 | 12 | 10 |  | 218 | (6) | (1) |
| Other Respiratory | 541 | (8) | (5) |  | 150 | 2 | 5 |  | 105 | (13) | (14) |  | 286 | (10) | (7) |
| Other General Medicines | 2,968 | (8) | (4) |  | 212 | (9) | (6) |  | 597 | (12) | (13) |  | 2,159 | (6) | (2) |
| Augmentin | 602 | (5) | (1) |  | – | – | – |  | 172 | (7) | (8) |  | 430 | (4) | 2 |
| Lamictal | 391 | (3) | (1) |  | 159 | (2) | – |  | 102 | (4) | (5) |  | 130 | (4) | – |
| Other General Medicines | 1,975 | (9) | (6) |  | 53 | (25) | (21) |  | 323 | (16) | (17) |  | 1,599 | (7) | (3) |
| General Medicines | 10,036 | (4) | (1) |  | 4,028 | (2) | 1 |  | 1,991 | (5) | (6) |  | 4,017 | (5) | – |
| Total Commercial Operations | 32,667 | 4 | 7 |  | 16,859 | 3 | 6 |  | 7,533 | 13 | 12 |  | 8,275 | (1) | 4 |

281

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |
| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Financial record continued | | | | | | | | | | | |

|  |
| --- |
|  |
| Commercial Operations turnover by therapeutic area 2024 |

|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | Total | | |  | US | | |  | Europe | | |  | International | | |
| 2024 |  | Growth |  | 2024 |  | Growth |  | 2024 |  | Growth |  | 2024 |  | Growth |
| £m | £% | CER% |  | £m | £% | CER% |  | £m | £% | CER% |  | £m | £% | CER% |
| HIV | 7,089 | 10 | 13 |  | 4,792 | 12 | 15 |  | 1,496 | 5 | 8 |  | 801 | 9 | 14 |
| Dolutegravir products: | 5,599 | 4 | 7 |  | 3,536 | 3 | 6 |  | 1,316 | 2 | 4 |  | 747 | 7 | 12 |
| Tivicay | 1,350 | (3) | 1 |  | 781 | (2) | – |  | 252 | (6) | (4) |  | 317 | – | 5 |
| Triumeq | 1,325 | (14) | (11) |  | 942 | (12) | (10) |  | 222 | (21) | (19) |  | 161 | (14) | (9) |
| Juluca | 685 | 4 | 7 |  | 546 | 7 | 10 |  | 127 | (7) | (4) |  | 12 | (14) | (7) |
| Dovato | 2,239 | 23 | 27 |  | 1,267 | 23 | 26 |  | 715 | 18 | 20 |  | 257 | 43 | 50 |
| Cabenuva | 1,013 | 43 | 47 |  | 831 | 42 | 46 |  | 156 | 51 | 54 |  | 26 | 44 | 56 |
| Apretude | 279 | 87 | 93 |  | 270 | 81 | 87 |  | – | – | – |  | 9 | – | – |
| Rukobia | 161 | 38 | 41 |  | 149 | 35 | 39 |  | 8 | 14 | 14 |  | 4 | >100 | >100 |
| Others | 37 | (40) | (37) |  | 6 | (68) | (68) |  | 16 | (30) | (26) |  | 15 | (25) | (20) |
| Respiratory, Immunology & Inflammation | 3,299 | 9 | 13 |  | 2,193 | 4 | 7 |  | 548 | 17 | 20 |  | 558 | 22 | 32 |
| Nucala | 1,784 | 8 | 12 |  | 970 | (1) | 2 |  | 450 | 17 | 20 |  | 364 | 24 | 34 |
| Benlysta | 1,490 | 10 | 14 |  | 1,222 | 9 | 12 |  | 115 | 16 | 19 |  | 153 | 19 | 27 |
| Other | 25 | 19 | 33 |  | 1 | – | – |  | (17) | (21) | (21) |  | 41 | 21 | 29 |
| Oncology | 1,410 | 93 | 98 |  | 1,000 | >100 | >100 |  | 337 | 17 | 19 |  | 73 | 59 | 72 |
| Jemperli | 467 | >100 | >100 |  | 382 | >100 | >100 |  | 74 | >100 | >100 |  | 11 | >100 | >100 |
| Zejula | 593 | 13 | 17 |  | 305 | 19 | 22 |  | 231 | 4 | 6 |  | 57 | 30 | 36 |
| Blenrep | 2 | (94) | (94) |  | (3) | (50) | >(100) |  | 5 | (87) | (87) |  | – | – | – |
| Ojjaara/Omjjara | 353 | >100 | >100 |  | 316 | >100 | >100 |  | 32 | – | – |  | 5 | – | – |
| Other | (5) | >(100) | (100) |  | – | – | – |  | (5) | >(100) | >(100) |  | – | – | >100 |
| Specialty Medicines ex COVID | 11,798 | 16 | 19 |  | 7,985 | 18 | 21 |  | 2,381 | 9 | 12 |  | 1,432 | 15 | 23 |
| Pandemic | 12 | (73) | (73) |  | 10 | – | 10 |  | 1 | (67) | (67) |  | 1 | (97) | >(100) |
| Xevudy | 12 | (73) | (73) |  | 10 | – | 10 |  | 1 | (67) | (67) |  | 1 | (97) | >(100) |
| Specialty Medicines | 11,810 | 15 | 19 |  | 7,995 | 18 | 21 |  | 2,382 | 9 | 12 |  | 1,433 | 13 | 20 |
| Shingles | 3,364 | (2) | 1 |  | 1,494 | (21) | (18) |  | 917 | 1 | 3 |  | 953 | 45 | 52 |
| Shingrix | 3,364 | (2) | 1 |  | 1,494 | (21) | (18) |  | 917 | 1 | 3 |  | 953 | 45 | 52 |
| Meningitis | 1,437 | 14 | 18 |  | 662 | 9 | 12 |  | 483 | 12 | 14 |  | 292 | 35 | 43 |
| Bexsero | 1,010 | 19 | 23 |  | 364 | 17 | 20 |  | 472 | 13 | 16 |  | 174 | 44 | 56 |
| Menveo | 387 | 2 | 5 |  | 298 | – | 3 |  | 7 | (42) | (42) |  | 82 | 19 | 23 |
| Other | 40 | 29 | 32 |  | – | – | – |  | 4 | – | – |  | 36 | 33 | 37 |
| RSV | 590 | (52) | (51) |  | 503 | (58) | (57) |  | 33 | >100 | >100 |  | 54 | 35 | 42 |
| Arexvy | 590 | (52) | (51) |  | 503 | (58) | (57) |  | 33 | >100 | >100 |  | 54 | 35 | 42 |
| Influenza | 408 | (19) | (16) |  | 317 | (15) | (12) |  | 31 | (21) | (18) |  | 60 | (36) | (33) |
| Fluarix/FluLaval | 408 | (19) | (16) |  | 317 | (15) | (12) |  | 31 | (21) | (18) |  | 60 | (36) | (33) |
| Established Vaccines | 3,339 | 2 | 6 |  | 1,310 | 4 | 7 |  | 722 | (3) | – |  | 1,307 | 3 | 7 |
| Boostrix | 681 | 11 | 14 |  | 429 | 9 | 12 |  | 137 | 12 | 15 |  | 115 | 17 | 24 |
| Cervarix | 72 | (40) | (38) |  | – | – | – |  | 14 | (58) | (58) |  | 58 | (33) | (31) |
| Hepatitis | 692 | 13 | 17 |  | 389 | 16 | 19 |  | 190 | 7 | 10 |  | 113 | 15 | 19 |
| Infanrix, Pediarix | 512 | (8) | (5) |  | 265 | (9) | (6) |  | 120 | (1) | 2 |  | 127 | (11) | (6) |
| Priorix, Priorix Tetra, Varilrix | 323 | 22 | 26 |  | 39 | >100 | >100 |  | 122 | (5) | (2) |  | 162 | 35 | 40 |
| Rotarix | 587 | (4) | (1) |  | 172 | (10) | (8) |  | 123 | 4 | 7 |  | 292 | (4) | 1 |
| Synflorix | 226 | (18) | (15) |  | – | – | – |  | 11 | (69) | (69) |  | 215 | (10) | (7) |
| Others | 246 | 15 | 19 |  | 16 | (36) | (36) |  | 5 | (17) | (33) |  | 225 | 24 | 28 |
| Vaccines ex COVID | 9,138 | (6) | (3) |  | 4,286 | (19) | (17) |  | 2,186 | 3 | 5 |  | 2,666 | 17 | 23 |
| Pandemic vaccines | – | (100) | (100) |  | – | – | – |  | – | (100) | (100) |  | – | (100) | (100) |
| Pandemic adjuvant | – | (100) | (100) |  | – | – | – |  | – | (100) | (100) |  | – | (100) | (100) |
| Vaccines | 9,138 | (7) | (4) |  | 4,286 | (19) | (17) |  | 2,186 | (3) | (1) |  | 2,666 | 16 | 21 |
| Respiratory | 7,213 | 6 | 10 |  | 3,869 | 12 | 16 |  | 1,423 | 1 | 4 |  | 1,921 | (3) | 4 |
| Anoro Ellipta | 572 | 3 | 6 |  | 258 | (4) | (1) |  | 221 | 15 | 17 |  | 93 | (2) | 5 |
| Flixotide/Flovent | 527 | 17 | 21 |  | 359 | 27 | 30 |  | 71 | 1 | 3 |  | 97 | (1) | 5 |
| Relvar/Breo Ellipta | 1,067 | (3) | 1 |  | 393 | (10) | (7) |  | 372 | 2 | 4 |  | 302 | – | 8 |
| Seretide/Advair | 1,057 | (7) | (3) |  | 364 | 7 | 10 |  | 219 | (14) | (13) |  | 474 | (13) | (7) |
| Trelegy Ellipta | 2,702 | 23 | 27 |  | 1,986 | 24 | 27 |  | 312 | 13 | 16 |  | 404 | 26 | 35 |
| Ventolin | 702 | (6) | (3) |  | 362 | (10) | (7) |  | 107 | 7 | 10 |  | 233 | (6) | (1) |
| Other Respiratory | 586 | (6) | (1) |  | 147 | 37 | 41 |  | 121 | (15) | (13) |  | 318 | (15) | (9) |
| Other General Medicines | 3,215 | (5) | – |  | 234 | (16) | (14) |  | 675 | (7) | (5) |  | 2,306 | (4) | 3 |
| Augmentin | 635 | 1 | 7 |  | – | – | – |  | 185 | (1) | 2 |  | 450 | 2 | 10 |
| Lamictal | 405 | (7) | (3) |  | 163 | (16) | (13) |  | 106 | (5) | (3) |  | 136 | 5 | 12 |
| Other General Medicines | 2,175 | (7) | (1) |  | 71 | (17) | (16) |  | 384 | (10) | (8) |  | 1,720 | (5) | 1 |
| General Medicines | 10,428 | 2 | 6 |  | 4,103 | 10 | 13 |  | 2,098 | (1) | 1 |  | 4,227 | (3) | 3 |
| Total Commercial Operations | 31,376 | 3 | 7 |  | 16,384 | 4 | 6 |  | 6,666 | 2 | 4 |  | 8,326 | 5 | 11 |

282

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |
| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Financial record continued | | | | | | | | | | | |

|  |
| --- |
|  |
| Three-year selected financial data |

A record of financial performance is provided, analysed in accordance with current reporting practice. The information included in

the selected financial data (except for number of employees and Core results) is prepared in accordance with International

Accounting Standards in conformity with the requirements of the Companies Act 2006 and also with IFRS as issued by the

International Accounting Standards Board.

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| Group turnover by geographic region | 2025  £m | 2024  £m | 2023  £m |
| US | 16,859 | 16,384 | 15,820 |
| Europe | 7,533 | 6,666 | 6,564 |
| International | 8,275 | 8,326 | 7,944 |
|  | 32,667 | 31,376 | 30,328 |

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| Group turnover by product group | 2025  £m | 2024  £m | 2023  £m |
| Specialty Medicines | 13,474 | 11,810 | 10,244 |
| Vaccines | 9,157 | 9,138 | 9,864 |
| General Medicines | 10,036 | 10,428 | 10,220 |
|  | 32,667 | 31,376 | 30,328 |

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| Specialty Medicines turnover | 2025  £m | 2024  £m | 2023  £m |
| HIV | 7,687 | 7,089 | 6,444 |
| Respiratory, Immunology & Inflammation | 3,810 | 3,299 | 3,025 |
| Oncology | 1,977 | 1,410 | 731 |
| Pandemic | – | 12 | 44 |
|  | 13,474 | 11,810 | 10,244 |

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| Vaccines turnover | 2025  £m | 2024  £m | 2023  £m |
| Shingles | 3,558 | 3,364 | 3,446 |
| Meningitis | 1,583 | 1,437 | 1,260 |
| RSV | 593 | 590 | 1,238 |
| Influenza | 303 | 408 | 504 |
| Established Vaccines | 3,120 | 3,339 | 3,266 |
| Pandemic Vaccines | – | – | 150 |
|  | 9,157 | 9,138 | 9,864 |

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| General Medicines | 2025  £m | 2024  £m | 2023  £m |
| Respiratory | 7,068 | 7,213 | 6,825 |
| Other General Medicines | 2,968 | 3,215 | 3,395 |
|  | 10,036 | 10,428 | 10,220 |

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| Financial results – total | 2025  £m | 2024  £m | 2023  £m |
| Turnover | 32,667 | 31,376 | 30,328 |
| Profit after taxation for the year | 6,289 | 2,951 | 5,308 |
|  | pence | pence | pence |
| Basic earnings per share | 141.1p | 63.2p | 121.6p |
| Diluted earnings per share | 138.8p | 62.2p | 119.9p |

283

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |
| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Financial record continued | | | | | | | | | | | |

#### Three-year selected financial data continued

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| Financial results – Core | 2025  £m | 2024  £m | 2023  £m |
| Turnover | 32,667 | 31,376 | 30,328 |
| Operating profit | 9,783 | 9,148 | 8,786 |
| Profit before taxation | 9,265 | 8,613 | 8,112 |
| Profit after taxation | 7,681 | 7,151 | 6,855 |

The reconciliation between Total and Core operating profit over the last three years can be summarised as follows:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  | 2025  £m | 2024  £m | 2023  £m |
| Total operating profit | 7,932 | 4,021 | 6,745 |
| Intangible asset amortisation | 808 | 1,002 | 719 |
| Intangible asset impairment | 880 | 314 | 398 |
| Major restructuring | 109 | 353 | 382 |
| Transaction-related items | 507 | 1,881 | 572 |
| Significant legal, Divestments and other items | (453) | 1,577 | (30) |
| Core operating profit | 9,783 | 9,148 | 8,786 |

The reconciliation between Total and Core earnings per share over the last three years can be summarised as follows:

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
|  | 2025  pence | 2024  pence | 2023  pence |
| Total earnings per share | 141.1p | 63.2p | 121.6p |
| Intangible asset amortisation | 15.6p | 19.5p | 13.9p |
| Intangible asset impairment | 16.3p | 6.1p | 7.5p |
| Major restructuring | 1.9p | 6.7p | 7.4p |
| Transaction-related items | 5.4p | 31.7p | 6.9p |
| Significant legal, Divestments and other items | (8.3p) | 32.1p | (2.2)p |
| Core earnings per share | 172.0p | 159.3p | 155.1p |

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
|  |  |  | 2025  % | 2024  % | 2023  % |
| Return on capital employed |  |  | 51.0 | 26.9 | 53.0 |

Return on capital employed is calculated as total profit before taxation as a percentage of average net assets over the year.

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
| Balance sheet |  |  | 2025 | 2024 | 2023 |
| Non-current assets |  |  | 43,608 | 42,466 | 40,361 |
| Current assets |  |  | 17,510 | 16,997 | 18,644 |
| Total assets |  |  | 61,118 | 59,463 | 59,005 |
| Current liabilities |  |  | (21,391) | (21,697) | (21,068) |
| Non-current liabilities |  |  | (23,771) | (24,680) | (25,142) |
| Total liabilities |  |  | (45,162) | (46,377) | (46,210) |
| Net assets |  |  | 15,956 | 13,086 | 12,795 |
| Shareholders’ equity |  |  | 16,377 | 13,671 | 13,347 |
| Non-controlling interests |  |  | (421) | (585) | (552) |
| Total equity |  |  | 15,956 | 13,086 | 12,795 |

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
| Number of employees |  |  | 2025 | 2024 | 2023 |
| US |  |  | 11,807 | 12,024 | 12,205 |
| Europe |  |  | 31,518 | 32,208 | 32,675 |
| International |  |  | 23,516 | 24,397 | 25,332 |
|  |  |  | 66,841 | 68,629 | 70,212 |
| Manufacturing |  |  | 21,923 | 23,082 | 23,159 |
| Selling |  |  | 24,631 | 25,047 | 26,193 |
| Administration |  |  | 7,469 | 7,806 | 7,888 |
| Research and development |  |  | 12,818 | 12,694 | 12,972 |
|  |  |  | 66,841 | 68,629 | 70,212 |

The geographic distribution of employees in the table above is based on the location of GSK’s subsidiary companies. The number of

employees is the number of permanent employed staff at the end of the financial period. It excludes those employees who are

employed and managed by GSK on a contract basis.

284

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |
| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Pipelines, products and intellectual property | | | | | | | | | | | |

|  |
| --- |
|  |
| Pharmaceuticals and Vaccines product development pipeline |

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Key | † | In-license or other alliance relationship with third party |
|  | ^ | ViiV Healthcare, a global specialist HIV company with  GSK, Pfizer, Inc. and Shionogi Limited as shareholders, is  responsible for developing and delivering HIV medicines\* |
|  | BLA | Biological Licence Application |
|  | MAA | Marketing Authorisation Application (Europe) |
|  | NDA | New Drug Application (US) |

\*For changes in shareholding in ViiV Healthcare, refer to Note 47

|  |  |
| --- | --- |
|  |  |
| A | Approved |
| S | Submitted |
| Phase I | Evaluation of clinical pharmacology, usually conducted in  volunteers |
| Phase II | Determination of dose and initial evaluation of efficacy,  conducted in a small number of patients |
| Phase III | Large comparative study (compound versus placebo and/or  established treatment) in patients to establish clinical benefit  and safety |

MAA and NDA/BLA regulatory review milestones shown in the table below are those that have been achieved. Future filing dates

are not included in this list.

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
|  |  |  |  | Achieved regulatory  review milestones | |
| Compound | Mechanism of Action/Vaccine Type | Indication | Phase | MAA | NDA/BLA |
| Respiratory Immunology and Inflammation | | |  |  |  |
| Exdensur  (depemokimab)† | Long-acting anti-interleukin 5 (IL5)  antibody | Asthma | Approved | A: 1Q26 | A: 4Q25 |
| Chronic rhinosinusitis with nasal polyps  (CRSwNP) | Approved | A: 1Q26 |  |
| Chronic obstructive pulmonary disease (COPD) | Phase III |  |  |
| Eosinophilic granulomatosis with polyangiitis  (EGPA) | Phase III |  |  |
| Hypereosinophilic syndrome (HES) | Phase III |  |  |
| Nucala (mepolizumab) | Anti-interleukin 5 (IL5) antibody | Chronic obstructive pulmonary disease (COPD) | Approved | A: 1Q26 | A: 2Q25 |
| linerixibat | Ileal bile acid transporter (IBAT)  inhibitor | Cholestatic pruritus in primary biliary cholangitis  (PBC) | Registration | S: 2Q25 | S: 2Q25 |
| camlipixant | P2X3 receptor antagonist | Refractory chronic cough (RCC) | Phase III |  |  |
| efimosfermin alfa† | Fibroblast growth factor 21 (FGF21)  analog | Metabolic dysfunction-associated  steatohepatitis (MASH) | Phase III |  |  |
| Ventolin (salbutamol) | Beta 2 adrenergic receptor agonist | Asthma, low carbon version of metered dose  inhaler | Phase III |  |  |
| Benlysta (belimumab) | Anti-B lymphocyte stimulator (BLys)  monoclonal antibody | Systemic sclerosis associated interstitial lung  disease | Phase II(1) |  |  |
| Interstitial lung disease associated with  connective tissue disease | Phase III |  |  |
| GSK4532990† | HSD17B13 RNA interference | Metabolic dysfunction-associated  steatohepatitis (MASH) | Phase II |  |  |
| Alcohol-related liver disease (ALD) | Phase II |  |  |
| GSK5784283† | Long-acting anti-thymic stromal  lymphopoietin (TSLP) monoclonal  antibody | Asthma | Phase II |  |  |
| nivisnebart† | Anti-sortilin monoclonal antibody | Alzheimer’s disease | Phase II |  |  |
| GSK3862995 | Anti-interleukin 33 (IL33) antibody | Chronic obstructive pulmonary disease (COPD) | Phase I |  |  |
| GSK4347859 | Interferon pathway modulator | Systemic lupus erythematosus | Phase I |  |  |
|  |  |  |  |  |  |
|  |  |  |  |  |  |
|  |  |  |  |  |  |

Brand names appearing in italics are trade marks owned by or licensed to the GSK group of companies.

(1) In Phase II/III study.

(2) In Phase I/II study

(3) GSK has an exclusive global license option to co-develop and commercialise the candidate.

285

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |
| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Pipelines, products and intellectual property continued  Pharmaceuticals and Vaccines product development pipeline continued | | | | | | | | | | | |

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
|  |  |  |  | Achieved regulatory  review milestones | |
| Compound | Mechanism of Action/Vaccine Type | Indication | Phase | MAA | NDA/BLA |
| Respiratory Immunology and Inflammation continued | | |  |  |  |
| GSK4527363 | B-cell modulator | Systemic lupus erythematosus | Phase I |  |  |
| GSK4528287† | Anti IL23-IL18 bispecific antibody | Inflammatory bowel disease | Phase I |  |  |
| GSK4771261 | Monoclonal antibody against novel  kidney target | Autosomal dominant polycystic kidney disease | Phase I |  |  |
| GSK5926371† | Anti CD19-CD20-CD3 trispecific  antibody | Autoimmune disease | Phase I |  |  |
| GSK6582701† | PDE3/4 inhibitor | Chronic obstructive pulmonary disease (COPD) | Phase I |  |  |
| GSK6759821† | siRNA for novel target | Chronic obstructive pulmonary disease (COPD) | Phase I |  |  |

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
| Oncology | |  |  |  |  |
| Blenrep  (belantamab  mafodotin)† | ADC targeting B-cell maturation  antigen | 2L+ Multiple myeloma combination with  Pomalyst and dexamethasone | Approved | A: 2Q25 | A: 3Q25  (3L) |
| 2L+ Multiple myeloma combination with  Velcade and dexamethasone | Approved | A: 2Q25 |  |
| 1L Multiple myeloma combination with Revlimid  and dexamethasone | Phase III |  |  |
| Newly diagnosed amyloid light chain  amyloidosis | Phase II |  |  |
| 1L Multiple myeloma combination with Velcade,  Revlimid and dexamethasone | Phase I |  |  |
| Jemperli (dostarlimab)† | Anti-programmed cell death protein 1  receptor (PD-1) antibody | Peri-operative dMMR/MSI-H colon cancer | Phase III |  |  |
| Unresected head and neck squamous cell  carcinoma | Phase III |  |  |
| 1L Endometrial cancer | Phase III |  |  |
| Neoadjuvant dMMR/MSI-H rectal cancer | Phase II |  |  |
| Previously untreated MMRp/MSS colon cancer | Phase II |  |  |
| risvutatug rezetecan† | ADC targeting B7-H3 | Extensive-stage small-cell lung cancer | Phase III |  |  |
| PanGI | Phase I(2) |  |  |
| Solid tumours | Phase I(2) |  |  |
| velzatinib† | KIT inhibitor | Gastrointestinal stromal tumours (GIST) | Phase III |  |  |
| Zejula (niraparib)† | Poly (ADP-ribose) polymerase (PARP)  1/2 inhibitor | Newly diagnosed glioblastoma multiforme | Phase III |  |  |
| Ojjaara/Omjjara  (momelotinib)† | JAK1, JAK2 and ACVR1 inhibitor | Myelodysplastic syndrome | Phase II |  |  |
| Myelofibrosis | Phase II |  |  |
| belantamab | B-cell maturation antigen binder | Multiple myeloma | Phase I |  |  |
| GSK5458514† | PSMAxCD3 T-cell engager | Prostate cancer | Phase I(2) |  |  |
| GSK5460025 | Nucleotide excision repair targeting  agent | Solid tumours | Phase I(2) |  |  |
| mocertatug rezetecan† | ADC targeting B7-H4 | Gynaecologic malignancies | Phase I |  |  |
| Gynaecologic malignancies combination with  anti cancer therapies | Phase I |  |  |
| XMT-2056 (wholly  owned by Mersana  Therapeutics) †(3) | STING agonist ADC | Cancer | Phase I |  |  |
|  |  |  |  |  |  |
|  |  |  |  |  |  |
|  |  |  |  |  |  |

Brand names appearing in italics are trade marks owned by or licensed to the GSK group of companies.

(1) In Phase II/III study.

(2) In Phase I/II study

(3) GSK has an exclusive global license option to co-develop and commercialise the candidate.

286

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |
| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Pipelines, products and intellectual property continued  Pharmaceuticals and Vaccines product development pipeline continued | | | | | | | | | | | |

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
| HIV^ | |  |  |  |  |
| cabotegravir | HIV integrase inhibitor | HIV treatment | Phase II |  |  |
| VH3810109† | HIV broadly neutralising antibody | HIV treatment | Phase II |  |  |
| VH4011499 | HIV capsid protein inhibitor | HIV treatment | Phase II |  |  |
| VH4524184† | HIV integrase inhibitor | HIV treatment | Phase II |  |  |
| VH4527079 | HIV entry inhibitor | HIV treatment | Phase I |  |  |
|  |  |  |  |  |  |
| Infectious Diseases | |  |  |  |  |
| Arexvy  (RSV vaccine)† | Recombinant protein, adjuvanted  vaccine | Respiratory syncytial virus prophylaxis, adults  18-49 years of age at increased risk | Approved | A: 1Q26 | S: 2Q25 |
| Bluejpa (gepotidacin)† | Triazaacenaphthylene bacterial type II  topoisomerase inhibitor | Uncomplicated urinary tract infection (uUTI) | Approved |  | A: 1Q25 |
| Urogenital gonorrhoea (GC) | Approved |  | A: 4Q25 |
| Penmenvy  (Men ABCWY 1st Gen) | Recombinant protein, outer  membrane vesicle, glycoconjugate  vaccine | MenABCWY, 1st Gen | Approved |  | A: 1Q25 |
| tebipenem pivoxil † | Antibacterial carbapenem | Complicated urinary tract infection (cUTI) | Registration |  | S: 4Q25 |
| bepirovirsen† | HBV antisense oligonucleotide | Chronic hepatitis B virus infection | Phase III |  |  |
|  |  | Human immunodeficiency virus (HIV)/hepatitis  B virus (HBV) co-infection | Phase II |  |  |
| Bexsero vaccine | Recombinant protein and outer  membrane vesicle vaccine | Meningitis B (infants US) | Phase III |  |  |
| Varicella new seed† | Live, attenuated vaccine | Varicella | Phase III |  |  |
| alpibectir† | Ethionamide booster | Tuberculosis | Phase II |  |  |
| ganfeborole† | Leucyl t-RNA synthetase inhibitor | Tuberculosis | Phase II |  |  |
| iNTS (S. typhimurium +  S. enteritidis + S.typhi)† | Bivalent Generalized Modules for  Membrane Antigens (GMMA) vaccine  and typhoid conjugate vaccine (TCV) | Invasive non-typhoidal salmonella and typhoid  fever | Phase II |  |  |
| mRNA Seasonal Flu † | mRNA vaccine | Seasonal flu | Phase II |  |  |
| mRNA COVID-19† | mRNA vaccine | COVID-19 | Phase II |  |  |
| Measles, mumps,  rubella & varicella new  seed | Live, attenuated vaccine | Measles, mumps, rubella, and varicella | Phase II |  |  |
| Urinary tract infection  (UTI) | Adjuvanted recombinant subunit  vaccine | Urinary tract infection (UTI) | Phase II(2) |  |  |
| mRNA Flu H5N1 pre-  pandemic† | mRNA vaccine | Influenza A virus H5N1 | Phase II(2) |  |  |
| daplusiran +  tomligisiran† | Hepatitis B virus-targeted siRNA  sequential combination | Chronic hepatitis B virus infection | Phase II |  |  |
| GSK3772701† | P. falciparum whole cell inhibitor | Malaria | Phase I |  |  |
| GSK3882347† | FimH antagonist | Uncomplicated urinary tract infection (uUTI) | Phase I |  |  |
| GSK3923868 | PI4K beta inhibitor | Rhinovirus disease | Phase I |  |  |
| GSK3965193 | PAPD5/PAPD7 inhibitor | Chronic hepatitis B virus infection | Phase I |  |  |
| GSK4024484† | P. falciparum whole cell inhibitor | Malaria | Phase I |  |  |
| GSK4424989† | Recombinant/glycoconjugate vaccine | Group A streptococcal infections | Phase I |  |  |
| GSK5251738† | TLR8 agonist | Chronic hepatitis B virus infection | Phase I |  |  |
| Pneumococcal 30+  valent - adults† | MAPS Pneumococcal 30+ valent  adults | Pneumococcal disease | Phase I |  |  |
| mRNA Seasonal Flu/  COVID-19† | mRNA vaccine | Seasonal flu and COVID-19 | Phase I(2) |  |  |

Brand names appearing in italics are trade marks owned by or licensed to the GSK group of companies.

(1) In Phase II/III study.

(2) In Phase I/II study

(3) GSK has an exclusive global license option to co-develop and commercialise the candidate.

287

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|  |  |  |  |  |  |  |  |  |  |  |  |
| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Pipelines, products and intellectual property continued | | | | | | | | | | | |

|  |
| --- |
|  |
| Pharmaceutical products and intellectual property |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  |  |  | Patent expiry dates1 | |
| Products | Compounds | Indication(s) | US | EU |
| Specialty Medicines and Intellectual Property | |  |  |  |
| HIV | |  |  |  |
| Apretude | cabotegravir | HIV prevention | 2031  2026-2031 | 2031  2031 |
| Cabenuva/Vocabria  + Rekambys | cabotegravir, rilpivirine | HIV/AIDS | 2031  2026-2038 | 2031  2031 |
| Rukobia | fostemsavir | HIV/AIDS | 2029  2027 | expired  2034 |
| Dovato | dolutegravir, lamivudine | HIV/AIDS | 2028  2030-2031 | 2029  2029-2034\* |
| Juluca | dolutegravir, rilpivirine | HIV/AIDS | 2028  2030-2038 | 2029  2026-2030 |
| Triumeq | dolutegravir, lamivudine and abacavir | HIV/AIDS | 2028  2030 | 2029  2029 |
| Tivicay | dolutegravir | HIV/AIDS | 2028  2030 | 2029  2029 |
| Respiratory/Immunology | |  |  |  |
| Exdensur | depemokimab | Severe Asthma | 2039\*  2039 | 2038  2041 |
| Benlysta, Benlysta  (SC and IV) | belimumab | Systemic lupus erythematosus, lupus  nephritis | expired  2029- 2035 | 2026  2035 |
| Nucala | mepolizumab | Asthma, CRSwNP, EGPA, HES | 2029-2036 | 2028- 2036 |
| Oncology | |  |  |  |
| Blenrep | belantamab mafodotin | Relapsed/refractory multiple myeloma | 2034\*  2032-2038 | 2032 |
| Jemperli | dostarlimab | dMMR/MSI-H recurrent/ advanced  endometrial cancer, dMMR solid tumours | 2035\*  2034-2038 | 2036  2038 |
| Ojjaara/Omjjara | momelotinib | Myelofibrosis in patients with anaemia | 2035\*  2035-2040 | 2028  2039 |
| Zejula | niraparib | Ovarian cancer | 2031  2027-2039 | 2032  2029-2037 |
| Pandemic | |  |  |  |
| Xevudy | sotrovimab | Early treatment of COVID-19 | 2041  2041 | 2041 |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| General Medicines and Intellectual Property | |  |  |  |
| Blujepa | gepotidacin | Uncomplicated UTI, Uncomplicated  Gonorrhoea | 2034\*  2035 | 2028  2035-2040 |
| Anoro Ellipta | umeclidinium bromide/vilanterol  trifenatate | COPD | 2027  2027-2031 | 2029  2026-2030 |
| Flixotide/Flovent | fluticasone propionate | Asthma | 2026 | expired |
| Relvar/Breo Ellipta | fluticasone furoate/vilanterol trifenatate | Asthma, COPD | expired  2027-2031 | 2028  2026-2029 |
| Seretide/Advair | salmeterol xinafoate/fluticasone  propionate | Asthma, COPD | 2026 | expired |
| Trelegy Ellipta | fluticasone furoate/vilanterol  trifenatate/umeclidinium bromide | COPD, asthma | 2027  2027-2031 | 2029  2026-2032 |
| Ventolin | salbutamol sulphate | Asthma, COPD | 2026 | expired |

(1) Patent expiry dates (which include patent applications for which a notice of allowance has been received) in normal text relate to the latest expiring new

molecular entity patents in the relevant territory. Patent expiry dates in italics relate to other patents. Where appropriate, unless otherwise indicated all

patent expiry dates include granted Patent Term Extensions in the US, granted Supplementary Protection Certificates in EU, and Paediatric Exclusivity

periods. Additional exclusivities (for example regulatory data protection) may exist but are not listed in the table.  (\* = date includes pending PTE in US or

SPC in EU)

288

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| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Pipelines, products and intellectual property continued | | | | | | | | | | | |

|  |
| --- |
|  |
| Vaccines and Intellectual Property |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  |  |  | Patent expiry dates1 | |
| Products | Compounds | Indication(s) | US | EU |
| Arexvy | respiratory syncytial virus vaccine | Respiratory syncytial virus vaccination | 2030 | 2032 |
| Bexsero | meningococcal group-B vaccine | Meningitis group B prophylaxis | 2027 | 2028 |
| Boostrix | diphtheria, tetanus, acellular  pertussis | Diphtheria, tetanus, acellular  Pertussis booster vaccination | expired | expired |
| Infanrix/Pediarix | diphtheria, tetanus, pertussis,  polio, hepatitis B, Haemophilus  influenzae type B (EU) | Prophylaxis against diphtheria, tetanus,  pertussis, polio, hepatitis B, Haemophilus  influenzae type B (EU) | expired | expired |
| Cervarix | HPV 16 & 18 virus like  particles (VLPs), AS04  adjuvant (MPL + aluminium hydroxide) | Human papilloma virus type 16 and 18 | Not marketed  in US | expired |
| Fluarix | split inactivated influenza  antigens (2 virus subtypes A  and 2 subtype B) | Seasonal influenza prophylaxis | expired | expired |
| FluLaval | split inactivated influenza  antigens (2 virus subtypes A  and 2 subtype B) | Seasonal influenza prophylaxis | expired | expired |
| Menveo | meningococcal group A, C, W-135 and Y  conjugate vaccine | Meningitis group A, C, W-135  and Y prophylaxis | expired | expired |
| Penmenvy | meningococcal group B proteins +  meningococcal group A, C, W-135 and Y  conjugates | Meningitis group A, B, C, W-135 and Y  prophylaxis | 2030 | 2028 |
| Priorix, Priorix Tetra,  Varilrix | live attenuated MMR, Varicella and  MMRV vaccines | Measles, mumps, rubella and  chickenpox prophylaxis | expired | expired |
| Rotarix | human rotavirus RIX4414 strain | Rotavirus prophylaxis | expired | expired |
| Synflorix | conjugated pneumococcal  polysaccharide | Prophylaxis against invasive  disease, pneumonia, acute otitis media | Not marketed  in US | 2026 |
| Shingrix | zoster vaccine  recombinant, adjuvanted | Herpes zoster (shingles) | 2029 | 2031 |

(1) Patent expiry dates in normal text relate to the latest expiring new molecular entity patents in the relevant territory. Where appropriate, unless otherwise

indicated all patent expiry dates include granted Patent Term Extensions in the US, granted Supplementary Protection Certificates in EU, and Paediatric

Exclusivity periods. Additional exclusivities (for example regulatory data protection) may exist but are not listed in the table.

289

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |
| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Principal risks and uncertainties | | | | | | | | | | | |

We aim to positively impact the health of 2.5 billion people

by the end of the decade – but we know that operating in

the biopharmaceutical sector carries various inherent risks

and uncertainties that may affect our business. We outline

below the principal risks and uncertainties relevant to our

business, financial condition and operations that may affect

our performance and ability to achieve our objectives. These

are the risks that we believe could cause our actual results

to differ materially from expected and historical results.

We disclose these principal risks in line with UK regulations,

which require a description of principal risks and

uncertainties and an explanation of how they are being

managed or mitigated. For each principal risk, we provide a

description of the risk, a summary of context influencing the

risk to the company, its potential impact, and how we

manage it across our businesses. The risks are not listed in

order of significance and are consistent with the principal

risks detailed on page [63](#ia0478a7d9608435797b09f6fdeba7f82_157).

Opportunities and risks associated with third-party

relationships and AI, particularly generative and agentic,

are considered within each principal risk, ensuring that risk

assessments are comprehensive and integrated, and

enabling effective mitigating actions.

We also include disclosures of our 2025 additional risk

factors - risks that are not at the materiality threshold of

principal risks - Geopolitical and regulatory environment

and Climate change, and our emerging risk Skills and

capability planning below. For these risks, we include a

description of the risk, context influencing the risk to the

company, and its potential impact.

We must comply with a broad range of laws and

regulations which apply to the research and development

(R&D), manufacturing, testing, approval, distribution, sales

and marketing of pharmaceutical and vaccine products.

These affect the cost of product development, the time

required to reach the market and the likelihood of doing so

successfully on an uninterrupted basis.

As rules and regulations change, government interpretation

and policy evolves, and our business activities develop, the

nature of a particular risk may also alter. Changes to

regulatory regimes may be substantial. Any alteration in,

and failure to comply with, applicable laws and regulations

could materially and adversely affect our financial results.

Similarly, our global business exposes us to litigation and

government investigations, including product liability

litigation, patent and antitrust litigation and sales and

marketing litigation.

Litigation and government investigations, and the related

provisions we may make for unfavourable outcomes and

increases in related costs, such as insurance premiums,

could also materially and adversely affect our financial

results.

Detail on the status and various uncertainties in our

significant unresolved disputes and potential litigation is set

out in Note 46, ‘Legal proceedings’ on page [269](#ia0478a7d9608435797b09f6fdeba7f82_538). A

description of our risk management framework and how we

identify our principal risks can be found on page [63](#ia0478a7d9608435797b09f6fdeba7f82_157) and

incorporated in this section.

Other business risks related to Responsible Business which

are not at the level of principal risks, including environmental

sustainability, are managed through our six focus areas, as

described in our Responsible Business Performance Report.

There is additional information on climate-related risk

management in our climate-related financial disclosure on

page [69](#ia0478a7d9608435797b09f6fdeba7f82_166).

290

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| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Principal risks and uncertainties continued | | | | | | | | | | | |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Principal risks | | | | |

|  |
| --- |
|  |
| Patient safety |

#### Risk definition

The risk that GSK, including our third parties, fails to

appropriately collect, assess, follow up, or report human safety

information, including adverse events, from all potential sources

or that GSK potentially fails to appropriately act on any relevant

findings that may affect the benefit-risk profile of a medicine or

vaccine in a timely manner.

#### Risk impact

We will not tolerate an unfavourable benefit-to-risk profile for

patients who use our products. The most important

consequence of ineffective pharmacovigilance is the potential

for harm to patients. We maintain stringent procedures for

managing human safety information, conducting timely safety

signal detection and ensuring appropriate measures are in

place to manage risks to patients. We are dedicated to

adhering fully to pharmacovigilance and other relevant

regulations globally. Failure to comply could lead to inspection

findings, regulatory scrutiny, civil or criminal sanctions and

either temporary or permanent revocation of product marketing

authorisation. We regularly review and respond to all patient

safety risks to limit the potential for reputational damage, loss

of trust from patients and healthcare providers, product-related

litigation, and reduced shareholder confidence.

Information sources which are not based on robust scientific

research, including publications, media coverage, social media

and AI tools have increased. This could lead to more critical

reports related to our products. Such information and reports,

as well as poor management of patient safety risks generally,

could lead to harm to our reputation, reduced trust from

patients and healthcare providers, a decline in shareholder

confidence, as well as increased regulatory scrutiny. It could

also increase the number of product-related legal cases,

including class-action lawsuits, which we and our industry

encounter.

#### Context

We are accountable for protecting patients and participants in

clinical trials from harm, whether they are receiving our

marketed medicines and vaccines or ones that are in

development. An unforeseen event that unfavourably shifts the

benefit-to-risk profile is unlikely but cannot be fully discounted.

We cannot predict all circumstances impacting safety and

efficacy that could result in harm to patients, regulatory action

or litigation. We operate in a complex and restrictive

pharmacovigilance regulatory environment, complicated by

differing requirements among regulatory agencies. In some

instances, regulatory agencies take decisions on the safety of

medicines and vaccines based on externally available data that

may not be accessible to the marketing authorisation holder.

This could hinder our ability to make prompt decisions and take

appropriate action in relation to the safety of our products, or to

confirm or refute conclusions asserted by external parties. This

issue could extend to next-generation digital health data held

by tech companies or other data custodians, which may be

inaccessible to our industry and/or regulatory agencies.

#### Mitigating actions

Our Chief Medical Officer (CMO) is accountable for the Patient

Safety enterprise risk, benefit-to-risk decision making and

human safety matters, in collaboration with the Head of Global

Safety. Patient safety oversight and medical governance are

conducted at the CMO Council, which reports to our ROCC.

Updates are also provided to our ARC on the effectiveness of

our patient safety risk management and internal controls. The

Corporate Responsibility Committee has oversight of enterprise

risks determined by the Board. The Science Committee

undertakes more in-depth risk oversight of R&D related

activities. The Global Safety Board, led by our CMO and Head of

Global Safety, ensures that we address human safety proactively

throughout a product’s lifecycle. It reviews product safety at

established milestones and in every situation where there could

be a potential impact on a benefit-to-risk profile. Our cross-

functional Safety Review Teams continually evaluate new safety

and efficacy information for our products throughout their

lifecycle. Our global policy on management of human safety

information mandates that all employees immediately report

issues relating to the safety of our products. Our framework for

third-party risk management helps us identify and train third

parties who may encounter human safety information.

In 2025, we revised our policy on human safety to be more

comprehensive in scope, incorporating descriptions of our

pharmacovigilance activities and clearly defining

accountabilities. We also included human safety information

reporting in the Code of Conduct (The Code) 2025 mandatory

training.

To minimise risks arising from business development

acquisitions, both our CMO and Head of Global Safety oversee

any market authorisation and/or global safety database

arrangements before major deals are approved.

Throughout 2025 we strengthened our governance framework

with our single-vendor third-party support model for global

pharmacovigilance operational activities. The implementation

of the framework provides a robust structure, incorporating

strategic, operational and functional oversight. Through the

governance framework, we continue to drive timely issue

identification, effective risk mitigation, and efficient escalation

for individual case safety reports.

In 2025, we enhanced the local pharmacovigilance operating

model through our collaboration with the Chief Patient Officer

organisation. This structured governance has improved

engagement with key stakeholders on safety within the local

operating countries, driving advancements in inspection

readiness and safety awareness. These efforts continue to align

with our ambition to positively impact the health of people

globally.

To safeguard patients and enhance the execution of our

pharmacovigilance operational activities we have defined a

strategy for end-to-end risk measures that aim to minimise

patient risk. Throughout 2025, we assessed the impact of using

one centralised system to track the implementation and

effectiveness of our risk management plans.

291

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|  |  |  |  |  |  |  |  |  |  |  |  |
| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Principal risks and uncertainties continued | | | | | | | | | | | |

|  |
| --- |
|  |
| Product quality |

#### Risk definition

The risk that GSK or its third parties potentially fail to ensure

appropriate controls and governance of quality for

development and commercial products are in place;

compliance with industry practices and regulations in

manufacturing and distribution activities; and terms of GSK

product licenses and supporting regulatory activities are met.

#### Risk impact

A failure to ensure product quality could have implications for

patient safety; cause product launch delays, drug shortages or

product recalls; and have regulatory, legal, and financial

consequences. These could materially and adversely affect

GSK’s reputation and financial results.

#### Context

The external environment for product quality remains

challenging, shaped by geopolitical instability; economic

volatility driven by new trade policies; an increased focus on

inspections throughout the supply chain; the accelerating

integration of AI and other technologies; and new and evolving

legislation and regulatory guidance. Combined, these factors

create a broad spectrum of challenges for our global sites and

teams. The threat of cyber-attacks and data breaches across

the industry could risk the integrity of product quality data.

Attracting and retaining key specialised skills to deliver product

quality and digital innovation is challenging in a highly

competitive environment.

#### Mitigating actions

Our Global Head of Quality is the Enterprise Risk Owner (ERO)

and is accountable for the Product Quality enterprise risk. We

deploy an extensive global network of quality and compliance

professionals from site-level to senior management to drive the

management oversight and monitoring of quality performance,

operational compliance and improvement. We use key risk and

performance indicators to support our activities and decision

making and provide leadership with an integrated assessment

of product quality performance. We expect contract

manufacturers that make our products to comply with current

good manufacturing practices and GSK standards. We

regularly conduct audits to ensure these standards are met.

Where required, we work with our suppliers to support risk

mitigation.

We have expanded our Quality Management System and Audit

and Quality Assurance oversight programme across R&D to

ensure that we mitigate potential product quality risks

throughout our processes. In 2025, we applied advanced digital

technologies and insights to enhance and modernise our

quality systems and processes to protect our data, and we

continue to develop our data integrity and governance

processes. We have also made good progress on enhancing

our key quality processes and ways of working across good

manufacturing practices and good distribution practices,

creating new internal standards to support continued

compliance and inspection readiness. We are actively

contributing to global industry advocacy topics, including the

regulatory frameworks for advancing technologies and AI to

support compliance, patient safety and product supply. We

have an ongoing programme to drive continuous improvement

of quality management maturity, mindset and behaviours. We

also work with other pharmaceutical companies within industry

trade associations to shape and influence future

pharmaceutical regulations and monitor emerging risk factors.

We also continued to progress our planned nitrosamines

analytical testing and remediation efforts where appropriate,

and we met our commitments to health authorities. We

advocated successfully for the continued use of titanium

dioxide in medicines.

292

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|  |  |  |  |  |  |  |  |  |  |  |  |
| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Principal risks and uncertainties continued | | | | | | | | | | | |

|  |
| --- |
|  |
| Pipeline delivery |

#### Risk definition

The risk that GSK fails or has delays in the delivery of our

pipeline of new medicines, vaccines or other products.

#### Risk impact

If we do not maintain strong controls and governance over

pipeline delivery risk, we may face delays in launching new

products. This could limit our ability to bring new medicines and

vaccines to patients. It may also harm our reputation, affect our

financial results, and hinder our progress toward our strategy.

#### Context

Advancing new products and expanding uses for existing

medicines and vaccines is essential to our strategy. However,

pipeline delivery faces growing risks from complex regulations,

shifting pricing and access pressures, increased scrutiny from

payers (e.g., insurance companies, governments, pharmacy

benefit managers, and patients), and expectations around

responsible business conduct. Rapid changes in healthcare

needs, competitive dynamics, and scientific advances add

further uncertainty and cost to bringing innovative therapies to

market. To address these external challenges, it is essential to

continually replenish the pipeline. The pharmaceutical and

vaccine landscape is also shaped by frequent shifts in patient

expectations and competition, with loss of exclusivity and

market erosion amplifying risks. Regulatory changes and payer

demands can significantly affect the speed and success of

product launches. Moreover, the development and regulatory

approval of new products may be delayed due to limits on

relevant authorities’ budgets.

Scientific and technological advances are rapidly changing

how medicines and vaccines are developed and delivered.

Close collaboration between the biopharma sector and

government agencies is crucial for building regulatory

frameworks that support innovation, trust and transparency in

light of rapid technological progress. As we invest in data-

driven technologies, including AI and advanced platforms to

improve R&D speed and effectiveness, we also recognise that

these are newly emerging technologies and therefore may

require some experimentation, time and effort before full

impact is realised.

Adopting new technologies and forming strategic partnerships

are essential for improving R&D efficiency and pipeline delivery.

Securing external innovation through licensing, mergers, and

acquisitions is also vital for accessing advanced technologies

and promising drug candidates. However, competition among

companies for the most attractive opportunities continues to

intensify, which may hinder our ability to secure external assets

that support pipeline delivery. Furthermore, there is a risk that

we could misjudge the risks or value of business development

transactions based on the information available at the time,

potentially affecting our pipeline growth, operational

performance, or financial outcomes.

#### Mitigating actions

Our Chief Scientific Officer oversees our Pipeline Delivery

enterprise risk, alongside our well established R&D governance

framework.

We focus on accelerating delivery of our pipeline of innovative

medicines and vaccines for patients who need them, supported

by regular reviews of our pipeline. To complement our in-house

R&D, we add to our portfolio through targeted business

development. We have established a network of collaborations

with key academic centres to be at the heart of emerging

science, and use deep and diverse data and advanced

technologies, including artificial intelligence and machine

learning (AI/ML), to significantly improve the pace, precision

and probability of success of drug development.

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| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
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| Principal risks and uncertainties continued | | | | | | | | | | | |

|  |
| --- |
|  |
| Financial controls and reporting |

#### Risk definition

The risk that GSK fails to comply with current tax laws; fails to

report accurate financial information in compliance with

accounting standards and applicable legislation; or incurs

significant losses due to treasury activities.

#### Risk impact

Non-compliance with financial, ESG or disclosure requirements,

or deficiencies in internal controls during finance transformation

and digital integration, could result in regulatory action,

litigation and reputational harm and could materially and

adversely affect our financial results. Transitional risks from

system upgrades and acquisitions, combined with gaps in

compliance culture, policy engagement or working capital

management, increase the potential for fraud, error or

inefficiency. Failures in safeguarding critical systems, managing

third-party and banking dependencies, or overseeing data and

AI risks could further lead to operational disruption, financial

loss, and loss of stakeholder confidence.

#### Context

Externally, geopolitical tensions, economic uncertainty, stricter

regulatory requirements, climate disruption and rapid

technological change all drive higher scrutiny and operational

complexity. Social expectations for transparency, ethical

conduct and ESG disclosure continue to rise, reinforcing the link

to reputational and compliance risks. Internally, large-scale

transformation programmes – including SAP Enterprise

Resource Planning evolution, acquisitions and digital initiatives

– create interdependencies with third parties, offshore partners

and banking counterparties. These connections heighten

exposure to data, cyber and AI risks, while making governance,

resilience and effective controls central to sustaining our

financial integrity and long-term strategic objectives. The shift

towards automation and technology-driven processes creates

both efficiency and opportunities and risks from skills gaps,

inadequate controls and evolving compliance expectations.

#### Mitigating actions

We keep up to date with the latest developments in financial

reporting requirements by reviewing updates from regulators;

working with our external auditor and legal advisors; and

performing and responding to emerging risks. Financial results

are reviewed and approved by regional management, before

being reviewed by GSK’s Group Financial Controller and Chief

Financial Officer (CFO). This allows our Group Financial

Controller and CFO to assess the evolution of the business over

time and to evaluate its performance to plan. Significant

judgements are reviewed and confirmed by senior

management.

We integrate technical or organisational transformation, newly

acquired activities and external risks into our risk assessments

and apply appropriate controls and reviews. We maintain a

control environment designed to identify material errors in

financial reporting and disclosure. We have a standardised

global financial reporting operating model. Management’s

testing process is designed to probe the design and operating

effectiveness of key processes and controls within all five

aspects of the Committee of Sponsoring Organizations of the

Treadway Commission (COSO) framework.

The design and operating effectiveness of key financial

reporting controls and ESG controls are regularly reviewed by

management and tested by external third parties. The few

locations which are not on the standard model apply a

minimum standard set of controls which are reviewed by

management and monitored independently. This gives us

assurance that controls over key financial reporting and

disclosure processes are operating effectively. Our Finance Risk

Management & Controls team provides extra support during

significant transformations, such as system or digital tool

deployment or management/structural reorganisations. We

add operational resources, provide training, and adapt

programme timelines to ensure processes and controls are

maintained during significant changes.

The Disclosure Committee, reporting to the Board, reviews our

quarterly results and the Annual Report. Throughout the year, in

consultation with its legal advisors, the Disclosure Committee

also determines whether it is necessary to disclose publicly

information about the Group through stock exchange

announcements. The Treasury Management Group meets

regularly to ensure that liquidity, interest rate, counterparty,

foreign currency transaction and foreign currency translation

risks are all managed in line with the prudent approach

detailed in the risk strategies and policies adopted by our

Board. Counterparty exposure is subject to defined limits

approved by the Board for both credit rating and individual

counterparties. The Middle Office within Treasury monitors the

management of counterparty risk in line with agreed policy with

oversight from a corporate compliance officer, operating

independently of Treasury. Further details on mitigation of

Treasury risks can be found on page [248](#ia0478a7d9608435797b09f6fdeba7f82_523).

We manage tax risk through robust internal policies, processes,

training and compliance programmes and seek to maintain

open and constructive relationships with tax authorities

worldwide. To mitigate the risk of double taxation, profits are

recognised in territories by reference to the activities performed

and the value they generate in accordance with the

Organisation for Economic Co-operation and Development’s

(OECD) guidelines on the arm’s length principle and supported

by economic analysis and reports. We monitor government

debate on tax policy in our key jurisdictions, so that we can

understand and share an informed point of view regarding

potential future changes in tax law. Where relevant, we provide

pragmatic and constructive business input to tax policymakers,

either directly or through industry trade bodies, to help inform

reforms to support economic growth and job creation.

Our tax affairs are managed by a team of tax professionals, led

by the Global Head of Tax, who work closely with the business

on a day-to-day basis. The Global Tax team is suitably qualified

for the roles they perform, and we support their training needs

so they can provide up to date technical advice in line with their

responsibilities. We submit tax returns according to statutory

time limits and engage proactively with tax authorities to ensure

our tax affairs are current, entering co-operative compliance

programmes and advance pricing agreements where

appropriate to provide long-term certainty both for us and for

tax authorities over the tax treatment of our business, based on

full disclosure of all relevant facts. The complexity of tax

regulations means that we may occasionally disagree with tax

authorities on the technical interpretation of a particular area of

tax law. We seek to resolve any differences of interpretation in

tax legislation with tax authorities in a cooperative manner. In

exceptional cases, we may have to resolve disputes through

formal proceedings to establish clarity for all stakeholders.

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| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
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| Principal risks and uncertainties continued | | | | | | | | | | | |

|  |
| --- |
|  |
| Legal matters |

#### Risk definition

The risk that GSK or our third parties potentially fail to comply

with certain legal requirements for the development and

management of our pipeline, supply and commercialisation of

our products and operation of business, and specifically in

relation to requirements for competition law, anti-bribery and

corruption, outgoing fraud, and sanctions. Any failure to meet

compliance and legal standards for these particular areas

could lead to increasing scrutiny and enforcement from

government agencies.

#### Risk impact

Failure to mitigate this risk could subject GSK and associated

persons to governmental investigation, regulatory action, and

civil and criminal liability. It may hinder our ability to supply

products under certain government contracts. Moreover, failure

to manage legal risk could have substantial implications for our

reputation and the reputation of our senior leadership. It could

undermine investor confidence in our governance, risk

management and future performance, and negatively affect

share performance. It could result in substantial financial

penalties and the imposition of additional reporting obligations.

#### Context

The general landscape for anti-bribery and corruption,

outgoing fraud, competitive practices, and sanctions and

export controls continues to be challenging, with increased

scrutiny from government agencies. Authorities in the US and

UK are committed to investigating corporate fraud, particularly

where there is a significant impact on the public. We have

observed evolving trends in relation to sanctions, where

penalties for violations which were previously imposed, mainly

on large international banks, are now also imposed on

companies across various industries. The financial penalties in

these cases are often substantial.

Competition law is increasingly being used to tackle perceived

issues affecting access to medicine, pricing and acquisitions.

The US has amended its merger control regime, with the new

guidelines and notification form having the potential to

heighten regulatory burdens, costs and uncertainties.

#### Mitigation actions

Our Group General Counsel oversees and is accountable for the

Legal Matters principal risk. We have enterprise-wide anti-

bribery, outgoing fraud, competition law and sanctions

programmes designed to ensure compliance with applicable

laws and regulations. They build on our business standards and

culture to form a comprehensive and practical approach to

compliance that is flexible to the evolving nature of our

business.

The programmes include global anti-bribery (including

outgoing fraud), competition law and sanctions policies, written

standards and other controls, which address the business

activities that give rise to these risks. The programmes also

mandate enhanced controls for specific high-risk activities such

as interactions with government officials and during business

development transactions. Controls in our Anti-bribery and

Corruption (ABAC) policy establish due diligence requirements

for the engagement of third parties. Our Sanctions policy

confirms the requirement to conduct sanctions screening on

new and existing third parties. We have dedicated teams

responsible for the implementation and evolution of the ABAC

(including outgoing fraud) and Sanctions programmes. These

teams work with other groups across the organisation to

address and improve controls and monitoring requirements.

Audit and Assurance and independent business monitoring

teams complement the central teams’ work and provide added

assurance.

We use issues found during oversight and assurance exercises

and from internal investigations to identify areas for specific

intervention in the markets and to drive continuous

improvement across the organisation. We have an established

Global Unannounced Inspection Process—a framework

designed for non-GxP inspection preparedness. This framework

includes both local and global contacts for all GSK sites and

training resources, enabling a more consistent and timely

approach across regions. The process is regularly pressure

tested with mock inspections and improvements implemented.

This is supported by a cross-functional team that includes

members from Legal & Compliance, Security, and Tech.

We regularly provide anti-bribery, outgoing fraud, competition

law and sanctions training to employees and relevant third

parties in accordance with their roles and responsibilities and

the risks they face.

Formal and informal ‘Speak Up’ channels are available to

report misconduct or non-compliance. The central

investigations team reviews and triages allegations of non-

compliance and allocates allegations for investigation as

appropriate.

These processes enable us to manage the risk from both top

down and bottom up. For example, our ABAC (including

outgoing fraud) and Sanctions programmes receive top-level

commitment from our Board and leadership and are supported

by a data analytics programme to create and embed local key

risk indicators to enable targeted intervention and risk

management activities.

Our independent business monitoring and third-party

monitoring teams incorporate specialist data expertise and

artificial intelligence tools to support monitoring and analysis of

bribery and corruption and commercial practices risk.

We continue to enhance our controls around third-party

engagements to ensure that they are sufficient to meet evolving

and emerging risks.

We plan to continue with pre- and post-transaction due

diligence, and to build our capabilities around the onboarding,

continual monitoring and management of third parties.

We continue to assess and understand our money laundering

risk exposure and mitigate any existing risk.

In light of the complexity and geographic breadth of the risk, we

constantly evolve our oversight of activities and data. We

communicate clear expectations to our people regarding

acceptable behaviours and maintain regular communications

between the centre and local markets.

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| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Principal risks and uncertainties continued | | | | | | | | | | | |

|  |
| --- |
|  |
| Commercial practices |

#### Risk definition

The risk that GSK or our third parties facing increased

pricing, access and competitive pressures potentially

engage in commercial activities that fail to comply with

laws, regulations, industry codes, and internal controls and

requirements.

#### Risk impact

Failure to comply with: the letter and spirit of laws; industry

regulations, including with respect to legitimate and

transparent transfers of value, pricing, trade channel activities

and business tendering; or requirements related to sales and

promotion of medicines and vaccines and proper interactions

with healthcare professionals (HCPs), healthcare organisations,

and patients, may hinder our ability to achieve our strategic

goals and long-term priorities.

Such failures could also limit understanding of our products’

risks and benefits, leading to suboptimal patient care, and

expose us to investigations, legal actions, and criminal and/or

financial penalties. Practices misaligned with our culture may

harm our reputation and weaken stakeholder trust.

#### Context

The biopharma industry operates under significant regulation

and is highly competitive. To meet our strategic objectives, we

need to develop commercially viable new products, maintain

reliable supply, and expand the uses for current products to

meet the needs of patients, consumers, HCPs and payers.

The external environment continues to present a range of

challenges. For example, in the US, there is increased oversight

and enforcement of laws governing direct to consumer (DTC)

pharmaceutical advertising, and increased scrutiny on the use

of social media influencers, and DTC telehealth companies.

Geopolitical events in key markets, inflationary trends and

restricted customer access are further adding to this complexity.

The introduction of new products or indications involves

inherent financial uncertainty. Product development is an

expensive, protracted and unpredictable process, with the

possibility of setback at any stage. Even after successful

development, we can encounter challenges in launching the

product, as competitor offerings and pricing strategies may

affect our market competitiveness. We promote product

innovation through dedicated efforts in both in-person and

virtual engagement, maintaining a consistent focus on patient

needs. Upon obtaining approval for a medicine or vaccine, we

are committed to responsibly providing essential information to

the healthcare community, always adhering to legal, ethical

and professional standards.

Appropriate product promotion aims to provide HCPs with

necessary information, ensure patients and consumers have

access to relevant facts about medicines and vaccines, and

support the lawful and compliant prescription, recommendation

and use of products in healthcare settings.

#### Mitigating actions

We are committed to the ethical and responsible

commercialisation of our products in support of our purpose to

unite science, technology and talent to get ahead of disease

together. In 2025 the Commercial Practices enterprise risk was

owned by the Chief Commercial Officer with oversight from the

Commercial Leadership Team (CLT) RMCB as well as the

ROCC. Business unit RMCBs, which manage risks across global

and in-country business activities, oversee commercial activities

and their monitoring programmes.

We train employees to ensure that all global commercial

activities meet high ethical, regulatory and industry standards.

We continue to engage with HCPs and healthcare

organisations to both promote our products and provide

disease awareness and other non-promotional information. We

have monitoring in place to ensure that all promotional

materials and activities are reviewed and approved according

to our policies and standards and conducted in accordance

with local laws and regulations. We continue to evolve our

approach to using data and analytics to identify emerging

areas of concern and take meaningful action to proactively

manage risks. If acquired companies or partners have different

standards, we update their policies to match ours.

Where appropriate, in instances of misconduct, we take

disciplinary action against employees, which may include

termination of employment and enforcement of our senior

leader recoupment policy. We consistently review and refine our

sales force incentive programme to address shifts in the

competitive landscape and to make sure our sales

representatives receive fair and suitable compensation.

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| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
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| Principal risks and uncertainties continued | | | | | | | | | | | |

|  |
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|  |
| Scientific and patient engagement |

#### Risk definition

The risk that GSK or our third parties potentially fail to engage

externally to gain insights, educate and communicate on the

science of our medicines and associated disease areas, and

provide healthcare and patient support, grants and donations

in a legitimate and transparent manner compliant with laws,

regulations, industry codes and internal controls and

requirements.

#### Risk impact

Without controls in place, we are exposed to the risk of real,

perceived or disguised promotion, including off-label and

prior authorisation promotion. This could lead to

reputational damage, competitor complaints, audits from

self-governing bodies, or regulatory inspections with

subsequent corrective actions or civil litigation. Such events

would be likely to increase costs, cause delays and distract

from launches.

We must fully and appropriately engage externally to bring

patient benefit, and to advance science and innovation,

while delivering our strategy. Otherwise, we risk reducing the

trust of the public, patients, HCPs, payers, regulators and

governments.

#### Context

Digital and technology tools continue to advance, furthering

the use of multiple channels and platforms to engage HCPs

and patients. We engage externally in complex and dynamic

disease areas and treatments.

Our scientific and patient engagement activities are non-

promotional and directed at external stakeholders such as

HCPs, patients and payers. Our engagements aim to improve

patient care through the exchange or provision of knowledge

on the use of our products and related diseases.

We expect our activities to be scientifically sound and accurate,

conducted ethically and transparently, and compliant with

applicable codes, laws and regulations. There are many

industry and local codes and laws and other regulations that

apply, including in the areas of privacy, data integrity and

pharmacovigilance.

#### Mitigating actions

Our CMO oversees all non-promotional scientific and patient

engagement (SPE) as ERO. The enterprise CMO council

provides medical governance oversight and direction for SPE

topics. The council reviews risks, monitoring, and audit data. At

the level of the Board, oversight sits with the ARC. Our

Promotional and Non-Promotional External Interactions Policy

is the key internal policy for non-promotional engagement

activities. These activities include scientific interactions and

communication, medical education, advice seeking, and

gathering insights on the unmet needs of patients. They also

include disease awareness, grants and donations, healthcare

support services and patient support programmes.

Global process owners are accountable for the end-to-end

processes: comprehensive oversight of the process, its internal

control framework and continuous improvement where

necessary. All SPE materials and activities must be reviewed

and approved according to our policies and standards to

ensure clarity of non-promotional intent and that they are

accurate, fair, objective and balanced.

We have strengthened internal controls and oversight in

relation to our third-party medical communication vendors, our

provision of grants and donations and our engagement with

online external experts. We deployed a content taskforce to

optimise the operations and oversight of our external

communications. We also enhanced our business monitoring in

2025 for SPE activities. We continuously improve our internal

controls and support our employees to conduct activities

ethically and transparently, and in compliance with applicable

codes, laws, and regulations.

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| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
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| Principal risks and uncertainties continued | | | | | | | | | | | |

|  |
| --- |
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| Data ethics and privacy |

#### Risk definition

The risk that GSK or our third parties potentially fail to ethically

collect; use, re-use through AI, data analytics or automation,

secure, share and destroy personal information in accordance

with laws, regulations, and internal controls and requirements.

#### Risk impact

We face increasing exposure to data ethics and privacy risks

due to a rapidly evolving and fragmented global regulatory

landscape. Non-compliance, whether by GSK or third parties,

could result in legal proceedings, regulatory fines, operational

restrictions, reputational damage and erosion of trust with

stakeholders. Strengthened enforcement powers of data

protection authorities, combined with new national laws

enabling collective legal actions and stricter rules on data

localisation and cross-border transfers, pose additional

challenges.

#### Context

The EU General Data Protection Regulation (GDPR) remains

the global standard, influencing laws worldwide, while

emerging regulations increasingly address national security

concerns tied to technologies like foreign government

surveillance. Privacy regulators' approaches differ globally,

creating challenges for organisations that are seeking to

implement a harmonised global privacy programme. Privacy

regulators continue to enforce compliance with privacy laws

rigorously. The growing emphasis on data sovereignty has led

countries to mandate local storage of personal information and

impose stringent restrictions on cross-border data transfers,

along with stricter controls around individual consent

requirements.

#### Mitigating actions

Our Group General Counsel is the ERO and chairs the Digital

and Privacy Governance Board. Each business area has a

designated privacy risk owner supported by privacy leaders

within their business. In countries where local data privacy laws

require the appointment of a Data Protection Officer (DPO) we

have made such appointments, including in the EU. In line with

our global data strategy and focus on data-driven science and

AI/ML, the ERO has appointed a Head of Digital, Privacy and

Cybersecurity (Head of DPC) to oversee the design,

implementation and continuous enhancement of the control

framework.

The Head of DPC leads a global team of legal and compliance

professionals with expertise in digital, privacy and cyber

security, supported by privacy leaders across business units,

local privacy contacts and the broader Legal & Compliance

team. We operate within a global data ethics and privacy

framework anchored in the principles of the EU GDPR while

maintaining the flexibility and responsiveness to adapt to local

regulatory environments and emerging requirements. Key

priorities under this framework include ensuring the

effectiveness of centralised privacy controls, providing tailored

market support, monitoring regulatory developments, delivering

targeted training programmes, and maintaining expertise in

emerging technologies such as AI/ML.

To strengthen compliance and accountability, privacy controls

are integrated into all business initiatives, with processes for

identifying, managing and resolving privacy-related issues

continuously refined. The AI Governance Council serves as a

critical oversight body, monitoring regulatory updates, aligning

our Responsible AI Framework with evolving standards, and

embedding AI risk management into Risk Management

Compliance Boards. Through these coordinated efforts, we

remain committed to meeting our global privacy and data

protection obligations while fostering a culture of

accountability, awareness and resilience.

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| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
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| Research practices |

#### Risk definition

The risk that GSK or our third parties potentially fail to

adequately conduct ethical and credible pre-clinical and

clinical research, collaborate in research activities compliant

with laws, regulations, and internal controls and requirements.

#### Risk impact

The potential impacts of this risk include harm to human

subjects, reputational damage, failure to secure regulatory

approvals for our products; governmental investigation; legal

actions by governmental and private entities (including product

liability suits and claims for damages); revenue loss due to

inadequate patent protection or inability to supply our

products; and regulatory action such as fines, penalties, or loss

of product authorisation. Poor data integrity and governance

could compromise our R&D efforts and negatively impact our

reputation. Any of these could severely impact our financial

results and erode trust among patients.

#### Context

The external Research Practices risk exposure is increasing.

Geopolitical tensions are becoming increasingly unpredictable

and present new challenges to our industry as we contend with

not only industry-specific regulations, but broader requirements

related to national security and data sovereignty that may

disrupt R&D. Rapid technological expansion particularly in the

areas of AI and automation, present opportunities but also

exert significant competitive pressure in the context of a

disparate and evolving ethical, legal, and regulatory landscape.

We are continually strengthening our resilience, adaptability

and forward planning to navigate the risks associated with

Research Practices. By proactively implementing and refining a

robust internal control framework, we strive to maintain a stable

and secure internal risk environment.

Human research is critical to assessing and demonstrating the

safety and efficacy of our investigational products, discovering

new products and for further evaluating our products post-

approval. This research includes clinical trials involving both

healthy volunteers and patients, and it adheres to stringent

regulations and the highest ethical, medical and scientific

standards. Our clinical trials reflect the populations affected by

the diseases we are aiming to address. We are committed to

ensuring we recruit participants to our clinical trials in line with

the epidemiology of the diseases in question and we ensure

that the patients and people enrolled in our clinical trials

represent the real-world patient/people population affected by

the disease under study and that will use our medicines and

vaccines. We are committed to transparency and disclose the

results of our human research externally, regardless of whether

they cast our products in a positive or negative light, to ensure

that the scientific community can benefit from our findings.

Our work with individual human data and human biological

samples is crucial to the discovery, development, and safety

monitoring of our products. We are committed to managing

these in accordance with informed consent provided by the

individuals from whom the data and samples were collected, as

well as the relevant laws, regulations, and ethical principles.

Data is pivotal to our R&D strategy; we apply robust and fit-for-

purpose data governance principles and comply with relevant

laws, regulations and contractual obligations in alignment with

our values and culture across data ethics, privacy, information

and cyber security, and data integrity.

Research involving animals can raise ethical concerns. In many

cases, however, it is the only way to investigate the effects of a

potential new medicine or vaccine in a living body other than in

humans. Animal research provides critical information about

the causes and mechanisms of diseases and remains a small

but vital part of our research. We continually seek ways in which

we can minimise or find alternatives to the use of animals in

research, development and testing, while complying with

regulatory requirements. We reduce the impact on the animals

we use by following our “3Rs” strategy of replacement,

reduction and refinement, which is a science-led, ethical

framework that guides our work with animals.

Biological materials are required for the discovery, R&D of our

assets. We are committed to conducting research in

compliance with the terms and conditions of licenses,

agreements or authorisations under which we acquire, use or

transfer biological materials and technologies. Through the

Convention on Biological Diversity (CBD) and the Nagoya

Protocol, the international community has established a global

framework regulating access to, and use of, genetic resources

of non-human origin in research and development. We support

the equitable access and fairness principles of access and

benefit sharing outlined in the CBD and the Nagoya Protocol.

We also recognise the importance of appropriate, effective and

proportionate implementation measures at national and

regional levels.

Our R&D success is enabled by collaborations with academic

institutions, biotechnology innovators, Contract Research

Organizations and other third parties. These relationships

expand our scientific reach and business development

opportunities but may also expose us to compliance, data

security and reputational risks as well as requiring increased

resource to ensure adequate third-party oversight.

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| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Principal risks and uncertainties continued | | | | | | | | | | | |

#### Mitigating actions

Our CMO is the ERO and is accountable for the Research

Practices Risk. Oversight of the risk is supported by an R&D risk

governance framework and management of the risk takes a

pragmatic approach to information sharing, streamlining risk

identification and escalation while ensuring ownership of risk

mitigation remains with the business.

Our Chief Veterinary Officer is accountable for the Care

Welfare and Treatment of Animals risk. Oversight of the risk is

supported by an enterprise-wide Animal Use Governance

Council, which ensures humane, responsible and judicious care

and use of animals and promotes the replacement, refinement,

and reduction of animal use in research, for both internal and

external research programmes.

We are implementing robust, fit-for-purpose data governance

frameworks to support compliance and competitiveness across

our R&D activities. By strategically aligning investments,

leveraging automation and adopting advanced technologies,

we ensure the secure management and accessibility of human

biological samples, data and information.

Our Responsible AI Internal Control Framework integrates

enterprise-wide controls, Accountability Reports, and oversight

from the AI Governance Council. R&D-specific measures –

including expert panel reviews for high-risk projects – further

ensure adherence to GSK’s Ethical Scientific Research policy

and external regulatory requirements. Enhanced protocols for

data integrity, privacy, and information security drive our

commitment to the responsible handling of sensitive

information, particularly in high-risk jurisdictions and

transparency reporting.

We have strengthened infrastructure and governance around

Healthcare Technologies and electronic Clinical Outcome

Assessments, refining vendor selection and remediating gaps in

line with industry data security standards. Our targeted training

initiatives and improved Animal External Due Diligence

processes reinforce ethical standards in animal welfare, with

oversight from our Animal Use Governance Council and

proactive management of sourcing challenges.

Continuous assessment of new and revised laws and

regulations is central to our compliance strategy. By

consolidating control frameworks into a single Quality

Management System, we incorporate quality by design and

optimise processes to enhance data capabilities and support

innovative product development.

Finally, our reinforced third-party management approach –

through strengthened selection processes, oversight and

governance – supports sustainable innovation while

safeguarding our scientific and corporate integrity.

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| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
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| Principal risks and uncertainties continued | | | | | | | | | | | |

|  |
| --- |
|  |
| Environment, health, and safety (EHS) |

#### Risk definition

The risk that GSK or our third parties potentially fail to ensure

appropriate controls and governance of the organisation's

assets, facilities, infrastructure, and business activities, including

execution of hazardous activities, handling of hazardous

materials, or release of substances harmful to the environment

that disrupts supply or harms employees, third parties or the

environment.

#### Risk impact

Failure to manage EHS risks could result in significant harm to

people; the environment and the communities in which we

operate; fines; inability to meet stakeholder expectations and

regulatory requirements; litigation or regulatory action; and

damage to the company’s reputation. This could materially and

adversely affect our financial results.

#### Context

We are subject to the health, safety and environmental laws of

various jurisdictions. These laws impose duties to protect

people, the environment and the communities in which we

operate. Regulations continue to arise and evolve, notably new

sustainability directives from the EU and Canada, and globally

evolving Per- and polyfluoroalkyl substances (PFAS)

regulations. We are committed to proactively addressing

ongoing changes; strengthening our EHS risk management

processes; and further developing the capabilities of our

leaders.

#### Mitigating actions

Our President, Global Supply Chain (GSC) is accountable for

the EHS enterprise risk, supported by the ExCom. They ensure

there is an effective control framework ‘in-place’ and ‘in-use’ to

manage EHS risks, impacts and legal compliance issues in each

of our businesses. This includes assigning responsibility to senior

leaders for providing and maintaining our controls and for

ensuring that tiered monitoring and governance processes are

in place within their business units, such as at EHS Councils.

Function leaders ensure that our EHS control framework is

implemented effectively in their respective business areas; that

it is compliant with applicable laws and regulations; and that it

is adequately resourced, maintained, communicated and

monitored. Every employee and qualified contractor acting on

behalf of GSK is personally responsible for ensuring that they

follow all applicable local standard operating procedures. Our

risk-based, proactive approach is articulated in our global EHS

policy and detailed in our global EHS standards, against which

we audit all our operations to ensure compliance. We ensure

hazards are appropriately controlled through the design of

facilities, equipment and systems. These rigorous procedures,

when applied correctly, put effective barriers in place to protect

employees’ health and safety. We also have a governance

programme to assess third party EHS risks. We continue to

monitor the evolving external regulatory environment.

We have focused on key risk areas in 2025, including proactive

contractor safety risk mitigation, and driver/rider safety for

commercial drivers. Our leaders continue to observe critical

activities, reinforcing safe work practices, sharing insights from

incidents and developing a proactive safety culture. New tools

and capability-building programmes have been provided to risk

assessors, with site consultations and community discussions on

how to drive down EHS risks. In 2025, we launched a new global

standard on fall protection when working at heights.

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| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
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| Principal risks and uncertainties continued | | | | | | | | | | | |

|  |
| --- |
|  |
| Information and cyber security |

#### Risk definition

The risk that GSK or our third parties fail to ensure appropriate

controls and governance to identify, protect, detect, respond,

and recover from cyber security incidents in accordance with

applicable laws, regulations, industry standards, internal

controls, and requirements.

#### Risk impact

Failure to adequately protect our information and systems

against cyber security threats may cause harm to our patients,

people and customers, disruption to our business and/or loss of

commercial or strategic advantage, regulatory sanction, or

damage to our reputation.

#### Context

The external landscape remains challenging, with increasing

geopolitical tensions, digital nationalism and the growing

complexity and frequency of cyberattacks. Emerging cyber

security regulations and privacy laws, combined with the

anonymity enabled by cryptocurrencies and the dark web, are

adding further layers of complexity. As a global business

dependent on a highly interconnected information network, we

recognise that our systems and data are targets for cyber

threats, as are those of other companies. Our drive to enhance

pipeline innovation, performance and productivity through

advanced technologies like digital tools, data analytics, AI/ML

and cloud computing demands continuous improvement in our

cyber security measures and defences. We depend on external

contractors, partners and suppliers, who face similar cyber

security risks, reinforcing the importance of collaboration and

vigilance across our ecosystem.

#### Mitigating actions

Risk management and strategy

We manage cyber security risk using our corporate enterprise

risk management and Internal Control Framework (ICF). Our

Chief Information Security Officer (CISO) heads our Cyber

Security Office and is responsible for identifying and

implementing controls to mitigate and manage cyber security

risks, while maintaining a set of key risk indicators and setting

tolerances and thresholds that balance risk and business needs.

We adhere to widely accepted standards and frameworks to

benchmark our internal environment and controls, defining our

security objectives and desired outcomes. As our threat

environment evolves, we also use external frameworks such as

the NIST Cyber Security Framework to measure cyber security

readiness and maturity and ISO 27001/27002 for general

information technology controls., We assess our internal

controls against Sarbanes-Oxley (SOX) and other relevant

regulations. We draw on third party consultants’ expertise in

processes for assessing, identifying and/or managing cyber

security risks. We also have a third-party security risk

management programme to assess cyber security risk when

selecting and onboarding third parties.

Information and Cyber Security Governance

The Chief Digital and Technology Officer (CDTO) leads the

Digital and Technology team, including the CISO and Cyber

Security Office. The CDTO is the ERO and manages and reports

regularly on our Information and Cyber Security risk. The CISO

coordinates risk, develops controls and monitors the enterprise

risk plan. This plan includes a description of the risk, its external

and internal context, our assessment and risk appetite, and how

we treat and monitor the risk in line with our ICF. The Board,

ARC and ROCC oversee our cyber security risk. The CISO

regularly reports on cyber security risks. This reporting covers

external and internal insights, key risk indicators, management

actions, updates on implementing the enterprise risk plan and

escalations. The Cyber Security Office analyses potential cyber

security incidents. Significant cyber security incidents are

escalated to the Chief Compliance Officer, CDTO, Executive

Committee (ExCom) and Company Secretary. Material

incidents are escalated to the Board and ARC and appropriate

disclosure committee as needed.

Cyber Security Awareness, Training and Readiness

Our cyber security awareness and training programmes include

phishing simulations, monthly awareness campaigns and

mandatory annual refreshers for all employees. We also run

periodic crisis simulation exercises to test our response to cyber

security incidents.

Compliance with various governmental cyber security

regulations

Our Cyber Security Office works to stay abreast of emerging

government regulations, trends and compliance expectations

regarding cyber security.

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| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
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| Principal risks and uncertainties continued | | | | | | | | | | | |

|  |
| --- |
|  |
| Supply continuity |

#### Risk definition

The risk that GSK or our third parties potentially fail to deliver a

continuous supply of compliant finished product or respond

effectively to a crisis incident in a timely manner to recover and

sustain critical supply operations.

#### Risk impact

We recognise how important continuity of supply of our

products is to the patients who rely on them. Difficulties with

forecasting demand for our products or their manufacture or

distribution can lead to:

– Product shortages and product recalls.

– Regulatory intervention.

– Reputational harm.

– Lost sales revenue.

To respond, we need sophisticated end-to-end supply chain

management combined with robust crisis management and

business continuity plans.

#### Context

We operate our supply chains in a continually evolving, highly

regulated environment. There is no single set of global

regulations which governs the manufacture and distribution of

medicines, and we must adhere to the requirements in all those

markets in which we licence, sell or manufacture our products.

We rely on our internal Quality Management System and our

Internal Control Framework to ensure we maintain our licence

to operate.

Our complex end-to-end supply chains often involve third-party

suppliers, active pharmaceutical ingredients (API)

manufacturers, raw material suppliers and third party logistics

service providers. We rely on strategic partnerships with a small

number of contract manufacturing organisations.

We continue to operate our global supply chains in a rapidly

changing geopolitical environment. There is a global trend

towards nationalism which is driving regional and market-

driven supply strategy.

Increasing environmental regulation and reporting across the

healthcare sector has the potential to increase scrutiny by

investors, governments and non-governmental organisations as

net-zero climate targets progress. Evolving regulation and

increasing scrutiny is being incorporated into public

procurement of medicines and vaccines.

#### Mitigating actions

Risks throughout our supply chains are mitigated by having well

defined supply chain management processes, strong crisis

management planning and execution, and a skilled workforce

which can adapt to the changing technologies and modalities

coming through the pipeline.

Our supply chain operations are conducted by a global network

of internal and contract manufacturing sites supported by a

complex ecosystem of third-party suppliers. The

interconnectedness of the supply network creates inherent risk

to the supply of the finished goods to our patients.

We manage and mitigate risk through our framework of tiered

accountability with robust risk management boards, quarterly

reporting on supply continuity risks and monitoring of key risk

indicators. We have a strong culture of consistent risk

management across our entire GSC organisation. Our people

have adopted a common approach to how risk is mitigated,

which has been validated internally by management

monitoring, independent business monitoring and Audit &

Assurance review of our manufacturing and supply operations.

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| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
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| Principal risks and uncertainties continued | | | | | | | | | | | |

|  |
| --- |
|  |
| Emerging risks |

#### Skills and capability planning

#### Riskdefinition

The risk that GSK potentially fails to ensure adequate skills and

capability planning to enable delivery of our strategic priorities.

#### Risk impact

Failure to mitigate this risk could impact our people and

adversely impact our operations and ability to deliver on our

strategy.

#### Context

Developing and maintaining a skilled and talented workforce

with the right capabilities to address our strategic goals

impacts our ability to deliver on long-term strategic objectives.

This drives an increasing need for robust skills and capabilities

planning. Significant advances in science and technology,

especially AI, mean that the skills and capabilities needed for

jobs across the pharmaceutical and healthcare industries are

rapidly evolving. This requires evaluation of how to attract,

integrate, incentivise and retain talent over time, as well as

reskilling and developing our people’s capabilities internally.

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Additional risks | | | | |

#### Geopolitical and regulatory environment

#### Risk definition

The risk that GSK fails to adapt to rising geopolitical and social

tensions and changes in the regulatory and legislative

environment that may give rise to restrictive measures in

relation to the pharmaceutical and healthcare industry. These

tensions, changes and measures include but are not limited to

the following:

– Changes in governments.

– Increasing governmental protectionist measures.

– Sovereign risk, inflationary pressures including changes in

or limiting government spending and control of costs.

Mechanisms focused on healthcare reform, access and

pricing pressures. Aggressive trade, monetary and fiscal

policies from governments and central banks; tariffs and

trade restrictions on pharmaceutical products and active

pharmaceutical ingredients.

– Altered timing or requirements for approval and label

change processes, clearance of products or rescission of

prior approval decisions, government driven changes that

may deviate from standard procedures or scientific data.

– Laws, regulations, investigations or legal actions, new or

amended legislative and regulatory proposals and

enactments.

– Acts of war, aggression or terrorism.

#### Risk impact

Geopolitical and social tensions, like changes in government,

war, or terrorism, can directly and indirectly affect GSK and the

pharmaceutical industry. Protectionist policies and new

regulations may make it harder for GSK to operate globally,

raise costs, and limit access to markets. Changes in government

spending, new laws, and actions by regulators can affect how

GSK prices and sells products, may increase the cost and

difficulty of getting products approved and introduced to

markets or adversely impact availability and access of our

products. Trade restrictions, tariffs, and strict economic policies

can lead to recessions, higher living costs, and supply chain

disruptions. All these factors can adversely affect GSK’s business

performance, financial health, and future prospects

#### Context

Geopolitical and social tensions have prompted governments to

introduce or consider protectionist measures, such as tariffs and

trade restrictions, which can disrupt supply chains and the

production and delivery of pharmaceutical products. Although

in December 2025 the UK and the US agreed to maintain a

zero tariff on pharmaceutical products manufactured in the UK

for a three-year period, there can be no assurance that this

arrangement will not be amended or changed in the future.

Sovereign risk and inflationary pressures, along with changes or

limits in government spending and cost controls, can create

financial instability and unpredictability in the pharmaceutical

sector, affecting pricing, market access, and operational costs.

Regulatory changes, new laws, and government policies—

especially those affecting drug pricing and reimbursement—

are increasing across global markets. Healthcare reforms and

price controls in regions like the US, UK, and EU are changing

how drugs are prescribed, purchased, and reimbursed.

Changes to regulatory authorities’ timing or requirements for

product approval, or rescission of previous approvals, can

affect the ability to bring new products to market. Aggressive

economic policies and global instability may also trigger

recessions and raise costs, putting further pressure on product

pricing and supply chains.

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| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
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| Principal risks and uncertainties continued | | | | | | | | | | | |

|  |
| --- |
|  |
| Climate change |

#### Risk definition

Failure in the management of:

– Physical climate and environmental risks;

– Current and future regulatory requirements for environmental

compliance, disclosure and taxes;

– Delivery and performance of management environmental

objectives leading to:

reduced supply chain resilience; product life cycle management

issues; loss of trust/reputation with employees, investors,

customers, regulators and other stakeholders, increased costs;

loss of sales or market access; negative impacts on the

environment.

#### Risk impact

We recognise that the way we respond to climate change and

manage environmental risks affects our ability to supply

products to patients and consumers and could lead to harm to

the environment and our reputation. For example:

– Changes to regulations governing the supply of high global

warming potential (GWP) substances by the EU and US

governments will restrict our ability to manufacture metered

dose inhalers.

– Increasing levels of water stress could lead to interruptions to

the supply of water to GSK and third-party supply sites.

– Increasing frequency and impact of extreme weather events

that could disrupt GSK and third-party supplier sites.

– Future regulatory policy responses to address climate change

could lead to the imposition of carbon taxes by countries

where we manufacture and source goods from third parties.

– Failure to meet fast-evolving regulatory requirements on

disclosures and environmental compliance could lead to

regulatory actions or fines.

– Failure to meet changing stakeholder expectations, such as

increasing demands from health systems for low carbon

medicines and vaccines, could affect the demand for our

products, which may have an adverse impact on our financial

results, lead to a longer-term loss of trust and undermine the

credibility of the company.

#### Context

It is increasingly understood that the interconnected effects of

climate change, nature loss, and the impact of both on society

are influencing human health. Internal and external

expectations for companies to address their impact on the

environment are increasing, as are the effects of climate

change on operational resilience.

Regulations on environmental compliance, disclosure and

environmentally related taxation are rapidly evolving in

jurisdictions around the world, which requires increasing levels

of disclosure and data assurance.

Our ability to meet our targets of reducing carbon emissions by

80% and 90% by 2030 and 2045 (in each case, from a 2020

baseline), respectively, is based on successful regulatory

outcomes from the programme to redevelop our Ventolin

inhaler using a lower-carbon propellant.

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| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Shareholder information | | | | | | | | | | | |

|  |
| --- |
|  |
| Share capital and control |

Details of our issued share capital and the number of shares

held in Treasury as at 31 December 2025 can be found in Note

36 to the financial statements, ‘Share capital and share

premium account’.

Our Ordinary Shares are listed on the London Stock Exchange

(LSE) and are also quoted on the New York Stock Exchange

(NYSE) in the form of American Depositary Shares (ADS). Each

ADS represents two Ordinary Shares. (For details of listed debt

refer to Note 29  to the financial statements, ‘Net debt’.)

Holders of Ordinary Shares and ADS are entitled to receive

dividends (when declared) and a copy of the company’s

Annual Report (if elected). They are also entitled to attend,

speak, appoint proxies and exercise voting rights at general

meetings of the company.

There are no restrictions on the transfer, or limitations on the

holding, of Ordinary Shares and ADS and no requirements to

obtain approval prior to any transfers. No Ordinary Shares or

ADS carry any special rights with regard to control of the

company and there are no restrictions on voting rights. Major

shareholders have the same voting rights per share as all other

shareholders. There are no known arrangements under which

financial rights are held by a person other than the holder of the

shares and no known agreements on restrictions on share

transfers or on voting rights.

Shares acquired through the Group’s employee share plans

rank equally with the other shares in issue and have no special

rights. The trustees of our Employee Share Ownership Plan

Trusts have waived their rights to dividends on Ordinary Shares

and ADS held by those Trusts.

#### Exchange controls and other limitations affecting holders

Other than certain economic sanctions, which may be in force

from time to time, there are currently no applicable laws,

decrees or regulations in force in the UK restricting the import or

export of capital or restricting the remittance of dividends or

other payments to holders of the company’s shares who are

non-residents of the UK.

Similarly, other than certain economic sanctions which may be

in force from time to time, there are no limitations relating only

to non-residents of the UK under English law or the company’s

Articles of Association on the right to be a holder of, and to vote

in respect of, the company’s shares.

#### Interests in voting rights

Other than as stated below, as far as as the company is aware,

there are no persons with significant direct or indirect holdings

in the company. Information provided to the company pursuant

to the FCA's Disclosure Guidance and Transparency Rules (DTR

5) is published on a Regulatory Information Service and on the

company’s website at gsk.com.

The company has received notifications in accordance with

DTR 5 of the following notifiable interests in the voting rights in

the company’s issued share capital:

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  | 31 December 2025 | | 25 February 2026 | |
|  | No. of  voting  rights | Percentage  of total  voting  rights(1) | No. of  voting  rights | Percentage  of total  voting  rights(1) |
| BlackRock,  Inc. | 231,975,400(2) | 5.69% | 231,975,400(2) | 5.69% |
| Dodge &  Cox | 253,464,108(3) | 5.04% | 253,464,108(3) | 5.04% |

(1) Percentage of total voting rights at the date of notification to the

company.

(2) Comprising an indirect interest in 229,134,683 Ordinary Shares, 1,677,887

ADS and 1,162,830 financial instruments (CFDs).

(3) Comprising an indirect interest in 99,377,874 Ordinary Shares and

154,086,234 ADS.

#### Share buyback programme

The Board has been authorised by shareholders to issue and

allot Ordinary Shares under Article 9 of the company’s Articles

of Association. The power under Article 9 and the authority for

the company to make purchases of its own shares are subject

to annual shareholder authorities which are sought at our

Annual General Meeting (AGM). Any shares purchased by the

company may be cancelled, held as Treasury shares or used to

satisfy share options and grants under the Group's employee

share plans.

At the AGM in May 2025, the company was authorised to

purchase a maximum of 413,957,879 shares.

Our share buyback programme covers purchases of shares for

cancellation or to be held as Treasury shares. In determining

specific share repurchase levels, the company considers the

development of free cash flow during the year.

On 5 February 2025, the company announced its intention to

implement a £2 billion share buyback programme to be

completed over an 18 month period. The purpose of the

programme is to return excess capital to shareholders and

reduce the share capital of the company. The first tranche of

the programme (of up to £0.7 billion) commenced on 24

February 2025 and completed on 3 June 2025. The second

tranche (of up to £0.45 billion) commenced on 4 June 2025 and

completed on 18 September 2025 and the third tranche (of up

to £0.3 billion) commenced on 30 September 2025 and

completed on 19 December 2025. The fourth tranche (of up to

£0.45 billion) commenced on 17 February 2026.

In aggregate, the total number of shares purchased in the year

ended 31 December 2025 under the programme was 92,949,186

with an aggregate nominal value of approximately £29 million,

which represented 2.15% of issued share capital as at 31

December 2025. The total consideration for the purchase was

£1,377 million, including transaction costs of £8 million.

Details of shares purchased, cancelled, held as Treasury shares

and subsequently transferred from Treasury to satisfy awards

under the Group’s employee share plans are disclosed in Note

36 to the financial statements, ‘Share capital and share

premium account’.

306

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| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Shareholder information continued  Share capital and control continued | | | | | | | | | | | |

#### Market capitalisation

The market capitalisation of the company, based on shares in

issue excluding Treasury shares, at 31 December 2025 was

£74.4 billion. At that date, GSK was the 8th largest company by

market capitalisation in the FTSE index.

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| Share price | 2025  £ | 2024  £ | 2023  £ |
| At 1 January | 13.62 | 14.80 | 14.51 |
| At 31 December | 18.26 | 13.47 | 14.50 |
| Increase/(decrease) | 36% | (9)% | (0.06)% |
| High during the year | 18.33 | 18.13 | 15.36 |
| Low during the year | 12.64 | 13.00 | 13.16 |

The table above sets out middle market closing prices. The

company’s share price increased by 36% in 2025. This

compares with an increase in the FTSE 100 index of 21.5%

during the year. The middle market closing share price on 25

February 2026 was £22.14.

The trading symbol for GSK's Ordinary Shares of 31 ¼ pence

each on the LSE is GSK and the trading symbol for GSK's ADS

on the NYSE is GSK.

#### GSK share price trend in the three years ended

#### 31 December 2025

![5285]()

#### Nature of trading market

The following table sets out, for the periods indicated, the high and low middle market closing prices for the company’s Ordinary

Shares on the LSE and for the ADS on the NYSE.

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |
|  |  | Ordinary Shares | | ADS | |
| Period | Dates | UK£ per share | | US$ per share | |
|  |  | High | Low | High | Low |
| Month ended | February 2026\* | 22.67 | 19.25 | 61.21 | 52.47 |
| Month ended | January 2026 | 19.01 | 17.88 | 51.61 | 47.65 |
| Month ended | December 2025 | 18.33 | 17.83 | 49.29 | 47.19 |
| Month ended | November 2025 | 18.25 | 17.57 | 48.41 | 46.11 |
| Month ended | October 2025 | 17.83 | 16.15 | 46.94 | 43.24 |
| Month ended | September 2025 | 15.75 | 14.43 | 43.16 | 38.96 |
| Quarter ended | 31 December 2025 | 18.33 | 16.14 | 49.29 | 43.24 |
| Quarter ended | 30 September 2025 | 15.75 | 13.44 | 43.16 | 36.20 |
| Quarter ended | 30 June 2025 | 15.50 | 12.64 | 42.49 | 33.60 |
| Quarter ended | 31 March 2025 | 15.59 | 12.94 | 40.39 | 32.08 |
| Quarter ended | 31 December 2024 | 15.22 | 13.00 | 40.30 | 33.35 |
| Quarter ended | 30 September 2024 | 16.71 | 14.98 | 44.26 | 38.21 |
| Quarter ended | 30 June 2024 | 18.13 | 15.26 | 45.78 | 38.50 |
| Quarter ended | 31 March 2024 | 17.11 | 14.80 | 43.58 | 37.51 |
| Year ended | 31 December 2023 | 15.21 | 13.82 | 37.56 | 34.17 |
| Year ended | 31 December 2022 | 14.92 | 13.20 | 37.92 | 30.00 |
| Year ended | 31 December 2021 | 16.19 | 13.80 | 44.44 | 38.13 |

\* to 25 February 2026

307

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| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Shareholder information continued | | | | | | | | | | | |

|  |
| --- |
|  |
| Analysis of shareholdings at 31 December 2025 |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
|  | Number of  accounts | % of total  accounts | % of total  shares | Number of shares |
| Holding of shares |  |  |  |  |
| Up to 1,000 | 42,324 | 75.46 | 0.29 | 12,306,928 |
| 1,001 to 5,000 | 10,255 | 18.28 | 0.50 | 21,627,079 |
| 5,001 to 100,000 | 2,589 | 4.62 | 1.15 | 49,505,003 |
| 100,001 to 1,000,000 | 611 | 1.09 | 4.99 | 215,419,870 |
| Over 1,000,000 | 311 | 0.55 | 93.07 | 4,016,586,146 |
|  | 56,090 | 100.00 | 100.00 | 4,315,445,026 |
| Held by |  |  |  |  |
| Institutional and corporate holders | 2,619 | 4.67 | 71.75 | 3,096,136,250 |
| Individuals and other corporate bodies | 53,469 | 95.33 | 1.20 | 51,755,790 |
| Guaranty Nominees Limited (ADR programme) | 1 | 0.00 | 21.49 | 927,533,497 |
| Held as Treasury shares by GSK | 1 | 0.00 | 5.56 | 240,019,489 |
|  | 56,090 | 100.00 | 100.00 | 4,315,445,026 |

JP Morgan Chase Bank NA is the Depositary for the company’s American Depositary Receipt (ADR)  programme, which is managed

by the Depositary. The company’s  American Depositary Shares (ADS) are listed on the NYSE. Ordinary  Shares underlying the ADS

are registered in the name of Guaranty Nominees Limited. At 25 February 2026, Guaranty Nominees Limited held 909,622,927

Ordinary Shares representing 22.33% of issued share capital (excluding Treasury shares).

At 25 February 2026, the number  of record holders of Ordinary Shares  with addresses in the US was  862 with holdings of 1,081,484

Ordinary Shares, and the number of registered holders of  ADS was 13,313 with holdings of 452,769,404 ADS. Certain of these

Ordinary Shares and ADS were held by brokers or other nominees. As a result, the number of holders of record or registered holders

with addresses in the US is not representative of the number of beneficial holders or of the residence of beneficial holders.

|  |
| --- |
|  |
| Dividends |

The company pays dividends quarterly and continues to return

cash to shareholders through its dividend policy. Dividends

remain an essential component of total shareholder return and

GSK recognises the importance of dividends to shareholders.

Since 2022, GSK has implemented a progressive dividend policy

guided by a 40% to 60% pay-out ratio through the investment

cycle. The dividend policy, the total expected cash distribution,

and the respective dividend pay-out ratios for GSK remain

unchanged.

|  |
| --- |
|  |
| Dividends per share |

The table below sets out the dividend per share and per ADS

for the last five years. The dividend per ADS is translated into

US dollars at applicable exchange rates.

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Year | pence | US$ (1) |
| 2025 | 66(2) | — (4) |
| 2024 | 61 | 1.56 |
| 2023 | 58 | 1.47 |
| 2022 | 61.25(3) | 2 |
| 2021 | 80 | 2.16 |

(1) An annual fee of $0.03 per ADS (or $0.0075 per ADS per quarter) is

charged by the Depositary. The amounts shown are the dividends paid

per ADS before the annual fee is charged.

(2) Dividends declared and paid in respect of 2025  were 16p per share for

Q1  2025, 16p per share for Q2 2025  and 16p per share for Q3  2025. A

dividend of 18p per share has been declared for Q4 2025.

The expected dividend for 2026 is 70p per Ordinary Share.

Details of the dividends declared, the amounts and the

payment dates are given in Note 16 to the financial statements,

‘Dividends’.

#### 2026Dividend calendar

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Quarter | Ex-dividend  date | ADS Ex-  dividend date | Record date | Payment date |
| Q4 2025 | 19 February  2026 | 20 February  2026 | 20 February  2026 | 9 April  2026 |
| Q1 2026 | 14 May  2026 | 15 May  2026 | 15 May  2026 | 9 July  2026 |
| Q2 2026 | 13 August  2026 | 14 August  2026 | 14 August  2026 | 8 October  2026 |
| Q3 2026 | 12 November  2026 | 13 November  2026 | 13 November  2026 | 7 January  2027 |
| Q4 2026 | 18 February  2027 | 19 February  2027 | 19 February  2027 | 8 April  2027 |

(3) Adjusted for the Share Consolidation (2022 only; prior years have not

been adjusted).

(4) The Q4 2025 dividend receivable by ADS holders will be calculated

based on the exchange rate on 7 April 2026. The cumulative dividend

receivable by ADS holders for Q1, Q2 and Q3 2025 was $1.30.

308

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|  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |
| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Shareholder information continued | | | | | | | | | | | |

|  |
| --- |
|  |
| Financial calendar 2026 |

|  |  |
| --- | --- |
|  |  |
| Event | Date |
| Quarter 1 results announcement | 29 April 2026 |
| Annual General Meeting | 6 May 2026 |
| Quarter 2 results announcement | 29 July 2026 |
| Quarter 3 results announcement | 28 October 2026 |
| Quarter 4 Results announcement | 3 February 2027 |
| Annual Report publication | February/March 2027 |
| Annual Report distribution | March 2027 |

Information about the company, including the Ordinary Share

and ADS price, is available on our website at gsk.com.

Information made available on the website does not constitute

part of this Annual Report.

#### Stock Exchange announcement notifications

We provide shareholders with a service to receive automatic

email notifications when we publish a stock exchange

announcement. To receive email notifications, please sign up

for announcements at gsk.com in the Investors section.

#### Results announcements

Results announcements are issued to the LSE and are available

on its news service. They are also sent to the US Securities and

Exchange Commission (SEC) and the NYSE, issued to the media

and made available on our website.

#### Financial reports

The Annual Report is made available on our website from the

date of publication. Shareholders may elect to receive

notification by email of the publication of Annual Reports by

registering on www.investorcentre.co.uk, and may also elect to

receive a printed copy of the Annual Report by contacting our

registrar, Computershare Investor Services PLC.

Copies of previous Annual Reports are available on our website.

Printed copies can also be obtained from our registrar (see

page 311 for contact details).

|  |
| --- |
|  |
| Annual General Meeting 2026 |

Our Annual General Meeting (AGM) will be held at 2.30pm (UK

time) on Wednesday, 6 May 2026 at  The London Marriott

Hotel, Grosvenor Square, London, W1K 6JP, United Kingdom

and will also be broadcast live for shareholders to join

electronically. The AGM is the company’s principal forum for

communication with private shareholders. In addition to the

formal AGM business, there will be a presentation by the CEO

on the performance of the Group and its future development.

There will be an opportunity for questions to be asked of the

Board and Chairs of the Board’s Committees will be available

to take questions relating to their roles.

Further details on how to access the AGM electronically or

attend in person, ask questions and vote, can be found in the

notice of Annual General Meeting 2026 (AGM Notice) which

will be made available on our website at gsk.com on or around

25 March 2026.

Investors holding shares through a nominee service should

arrange with that service for them to be appointed as a proxy in

respect of their shareholding to attend and vote at the meeting

electronically.

ADS holders wishing to attend the meeting electronically should

refer to the AGM Notice for details on how to request a proxy

appointment from the Depositary, JP Morgan Chase Bank NA,

see page 312 for contact details. This will enable them to

attend, ask questions and vote electronically on the business to

be transacted at the meeting.

ADS holders are reminded that if they do not instruct the

Depositary as to the way in which the shares represented by

their ADS should be voted by completing and returning the

voting card provided by the Depositary, their shares will not be

voted.

#### Documents on display

The Articles of Association of the company and Directors’

service contracts or, where applicable, letters of appointment

between Directors and the company or any of its subsidiaries

(and any side letters relating to severance terms and pension

arrangements) are available for inspection at the company’s

registered office and will be made available for inspection at

the AGM.

309

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|  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |
| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Shareholder information continued | | | | | | | | | | | |

|  |
| --- |
|  |
| Tax information for shareholders |

A summary of certain UK tax and US federal income tax

consequences for holders of Ordinary Shares and ADS who are

citizens of the UK or the US is set out below. It is not a complete

analysis of all the possible tax consequences of the purchase,

ownership or sale of these securities. It is intended only as a

general guide. Holders are advised to consult their advisers with

respect to the tax consequences of the purchase, ownership or

sale of their Ordinary Shares or ADS and the consequences

under state and local tax laws in the US and the implications of

the current UK/US tax conventions.

US holders of ADS generally will be treated as the owners of the

underlying Ordinary Shares for the purposes of the current UK/

US double taxation conventions relating to income and gains

(Income Tax Convention), estate and gift taxes (Estate and Gift

Tax Convention), and for the purposes of the Internal Revenue

Code of 1986, as amended.

#### UK shareholders

This summary only applies to a UK resident shareholder that

holds Ordinary Shares as capital assets.

#### Taxation of dividends

For the 2025/26 UK tax year, UK resident individuals are

entitled to a dividend tax allowance of up to £500, so that the

first £500 of dividends received in a tax year will be free of tax.

Dividends in excess of this allowance will be taxed at 8.75% for

basic rate taxpayers, 33.75% for higher rate tax payers and

39.35% for additional rate taxpayers.

UK resident shareholders that are corporation taxpayers should

note that dividends payable on Ordinary Shares are generally

entitled to exemption from corporation tax.

#### Taxation of capital gains

UK resident shareholders may be liable for UK tax on gains on

the disposal of Ordinary Shares or ADS.

For disposals by individuals in the 2025/2026 UK tax year, the

taxable capital gain arising on a disposal of shares or ADS will

be subject to capital gains tax at 18% to the extent the gain

falls within the individual’s basic rate income tax band, and

24% to the extent that it falls above the basic rate band, if, after

all allowable deductions, the individual's taxable income for the

year exceeds the basic rate income tax banding. Note this

applies following the use of any exemptions available to the

individual taxpayer, such as the annual exempt amount.

Corporation tax payers may be entitled to an indexation

allowance which applies to reduce capital gains to the extent

that such gains arise due to inflation. Indexation allowance may

reduce a chargeable gain but will not create an allowable loss.

For assets acquired on or before 1 January 2018, legislation in

the Finance Act 2018 freezes the level of indexation allowance

that is given in calculating a company’s chargeable gains at

the value that would apply to the disposal of an asset in

December 2017. For assets acquired from 1 January 2018

onwards, legislation in the Finance Act 2018 removes any

indexation allowance on disposal.

#### Inheritance tax

Individual shareholders (whether or not they are UK-domiciled)

may be liable to UK inheritance tax on the transfer of Ordinary

Shares or ADS. Exposure to a UK inheritance tax charge

typically occurs on the death of the asset owner. However,

transfers of shares (other than commercial sales) within seven

years of death remain relevant to any inheritance tax exposure

at death. Further, transfers to a trust arrangement during

lifetime can give rise to an immediate inheritance tax charge.

Tax may be charged on the amount by which the value of the

shareholder’s estate is reduced as a result of any transfer by

way of lifetime gift or other disposal at less than full market

value. In the case of a bequest on death, tax may be charged

on the value of the shares at the date of the shareholder’s

death. Where shareholders are exposed to UK inheritance tax

and the equivalent tax of another jurisdiction, professional

advice should be sought in relation to the availability of any

relief from double taxation.

The overall exposure to such tax will be dependent on the

specific circumstances of each situation. Bespoke advice

tailored to an individual’s personal circumstances should

therefore be obtained from a tax professional.

#### Stamp duty and stamp duty reserve tax

UK stamp duty and/or stamp duty reserve tax (SDRT) will,

subject to certain exemptions, be payable on the transfer of

shares at a rate of 0.5% (rounded up to the nearest £5 in the

case of stamp duty) of the consideration for the transfer.

Notwithstanding this, provided that an instrument is executed in

pursuance of the agreement that gave rise to the charge to

SDRT and that instrument is stamped within six years of the

agreement (including being stamped as exempt), any SDRT

charge should be cancelled and any SDRT which has already

been paid will be repaid. Where listed shares are transferred to

a company connected to the transferor the chargeable

consideration will be deemed to be not less than the market

value of the shares transferred.

#### US shareholders

This summary only applies to a shareholder (who is a citizen or

resident of the US or a domestic corporation or a person that

is otherwise subject to US federal income tax on a net income

basis in respect of the Ordinary Shares or ADS) that holds

Ordinary Shares or ADS as capital assets, is not resident in the

UK for UK tax purposes and does not hold Ordinary Shares or

ADS for the purposes of a trade, profession or vocation that is

carried on in the UK through a branch or agency.

The summary also does not address the tax treatment of

holders that are subject to special tax rules, such as banks, tax-

exempt entities, insurance companies, dealers in securities or

currencies, persons that hold Ordinary Shares or ADS as part of

an integrated investment (including a ‘straddle’) comprised of

an Ordinary Share or ADS and one or more other positions, and

persons that own (directly, indirectly or constructively) 10% or

more of the company’s stock (by vote or value), nor does it

address tax treatment that may be applicable as a result of

international income tax treaties.

310

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|  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |
| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Shareholder information continued | | | | | | | | | | | |

#### Taxation of dividends

The gross amount of dividends received is treated as foreign

source dividend income for US tax purposes. It is not eligible for

the dividend received deduction allowed to US corporations.

Dividends paid in sterling generally will be includable in income

in a US dollar amount calculated by reference to the exchange

rate in effect on the day the US holder receives the dividends, in

the case of Ordinary Shares, or the date the depositary receives

the dividends, in the case of ADS. Subject to certain exceptions

for short-term or hedged positions, an individual eligible US

holder will be subject to US taxation at a maximum federal rate

of 23.8% plus applicable state and local tax in respect of

qualified dividends. A qualified dividend as defined by the US

Internal Revenue Service (IRS) is a dividend that meets the

following criteria:

1. It must be issued by a US corporation, a corporation

incorporated in a US possession, or a corporation that is

eligible for the benefits of a comprehensive income tax treaty

deemed satisfactory, as published by the IRS.

2. The dividends are not of a type listed by the IRS as dividends

that do not qualify.

3. The required dividend holding period has been met. The

shares must have been owned by you for more than 60 days

of the ‘holding period’ – which is defined as the 121-day

period that begins 60 days before the ex-dividend date, or

the day in which the stock trades without the dividend priced

in. For example, if a stock’s ex-dividend date is 1 October, the

shares must be held for more than 60 days in the period

between 2 August and 30 November of that year in order to

count as a qualified dividend.

Dividends that are not qualified are subject to taxation at the

US federal graduated tax rates, at a maximum rate of 40.8%.

Some types of dividends are automatically excluded from being

qualified dividends, even if they meet the other requirements.

These include (but are not limited to):

– Capital gains distributions

– Dividends on bank deposits

– Dividends held by a corporation in an Employee Stock

Ownership Plan (ESOP)

– Dividends paid by tax-exempt corporations.

US state and local tax rates on qualified and non-qualified

dividends may vary and would be assessed in addition to the

federal tax rates communicated above.

#### Taxation of capital gains

Generally, US holders will not be subject to UK capital gains tax,

but will be subject to US tax on capital gains realised on the

sale or other disposal of Ordinary Shares or ADS. Such gains will

be long-term capital gains (subject to reduced rates of taxation

for individual holders) if the Ordinary Shares or ADS were held

for more than one year, from the date the Ordinary Shares or

ADS were vested/released. Short-term capital gains can be

subject to taxation of rates of up to 40.8%, whereas long-term

capital gains may be subject to rates of up to 23.8%. State and

local tax rates on capital gains may also apply.

#### Information reporting and backup withholding

Dividends and payments of the proceeds on a sale of Ordinary

Shares or ADS, paid within the US or through certain US-related

financial intermediaries, are subject to information reporting

and may be subject to backup withholding unless the US holder

is a corporation or other exempt recipient or provides a

taxpayer identification number and certifies that no loss of

exemption has occurred. Non-US holders generally are not

subject to information reporting or backup withholding, but may

be required to provide a certification of their non-US status in

connection with payments received. Any amounts withheld will

be allowed as a refund or credit against a holder’s US federal

income tax liability provided the required information is

furnished to the IRS.

#### Estate and gift taxes

Under the Estate and Gift Tax Convention, a US shareholder is

not generally subject to UK inheritance tax. However, a US

holder may be subject to US federal estate and gift tax.

#### Stamp duty

UK stamp duty and/or SDRT will, subject to certain exemptions,

be payable on any transfer of Ordinary Shares to the ADS

custodian or depositary at a rate of 1.5% of the amount of any

consideration provided (if transferred on sale), or their value (if

transferred for no consideration).

However, no stamp duty or SDRT should be payable on the

transfer of, or agreement to transfer an ADS or on transfers

within the clearance service. Notwithstanding the above, where

the clearance service operator has made an election under

s97A Finance Act 1986, broadly the 1.5% stamp duty/SDRT

charge should not arise on the transfer into the clearance

service, but transfers to, and within, the system (where there is a

change in beneficial ownership) would attract a 0.5% charge.

311

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|  |  |  |  |  |  |  |  |  |  |  |  |
| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Other statutory disclosures | | | | | | | | | | | |

|  |
| --- |
|  |
| Shareholder services and contacts |

#### Registrar

|  |  |
| --- | --- |
|  |  |
| The company’s registrar is: | Computershare Investor Services PLC  The Pavillions, Bridgwater Road Bristol, BS99 6ZY  www.investorcentre.co.uk  Tel: +44 (0)370 707 1595\* |

Computershare provides a range of services for shareholders:

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Service | What it offers | How to participate |
| Dividend Reinvestment Plan  (DRIP) | As an alternative to receiving cash dividends you may  choose to reinvest your dividends to buy more GSK  shares. | A DRIP form, terms and conditions and information on  fees can be downloaded from www.computershare.com/  uk/individuals/im-a-shareholder/dividend-reinvestment-  plan or you can contact Computershare. |
| Dividend payment direct to  your bank account (bank  mandate) | All dividends are paid directly into your bank or building  society account. To receive your cash dividends, you must  provide Computershare with your bank or building society  account details. This is a quick and secure method of  payment. | You can update your payment instructions by logging into  www,investorcentre.co.uk and going to the ‘Banking  Details section of your profile, or you can contact  Computershare. |
| Dividend payment direct to  your bank account for  overseas shareholders | Shareholders have an option to receive dividends to their  bank in their preferred currency. Payment in over 200  permitted jurisdictions around the world available. | You can update your payment instructions by logging into  www.investorcentre.co.uk and going to the 'Banking  Details' section of your profile. You will be presented with  the terms and conditions which you will need to accept  when signing up to the service. |
| Electronic communications | Shareholders may elect to receive electronic notifications  of company communications including our Annual  Report, dividend payments, dividend confirmations and  the availability of online voting for all general meetings.  Each time GSK publishes shareholder documents you will  receive an email containing  a link to the document or  relevant website. | You can update your communication preference by  logging into www.investorcentre.co.uk and going to the  'Communication Preferences' section of your profile, or you  can contact Computershare. |
| Investor Centre portfolio  service | This enables you to create a free online portfolio to view  your share balance and movements, update your address  and dividend payment instructions and register your  votes for our general meetings. | Please register at www.investorcentre.co.uk. |
| Deduplication of publications  or mailings | If you receive duplicate copies of mailings, you may have  more than one account. Please contact Computershare  and they will arrange for your accounts to be merged into  one for your convenience and to avoid waste and  unnecessary costs. | Please contact Computershare. |
| Share dealing service† (please  note that market trading hours  are from 8.00am to 4.40pm UK  time, Monday to Friday  (excluding public holidays in  England and Wales)) | Shareholders may trade shares, either held in certificated  form or in our Corporate Sponsored Nominee, online, or  via the postal dealing service provided by  Computershare. | More information on the share dealing service (including  information in fees) can be found at  www.investorcentre.co.uk  For online transactions, please log on to:  www.computershare.com/dealing/uk.  For postal transactions, please call: +44 (0)370 707 1595\*  to request a dealing form.  You can download a dealing form here: www-  uk.computershare.com/Investor/#ShareDealingInfo#. |
| Corporate Sponsored  Nominee Account | This is a convenient way to manage your shares without  requiring a share certificate. The service provides a  facility for you to hold your shares in a nominee account  sponsored by the company. You will continue to receive  dividend payments and can attend and vote at the  company’s general meetings. Shareholders’ names do not  appear on the publicly available share register and the  service is free to join. | An application form can be requested from www-  uk.computershare.com/Investor/#Help/PrintableForms  and selecting 'Deposit Form' in the 'Company Nominee  Service' section for GSK plc, or you can contact  Computershare. |

\* Lines are open from 8.30am to 5.30pm, UK time Monday to Friday (excluding public holidays in England and Wales). Please use the country code when

dialling from outside the UK.

†The provision of share dealing details is not intended to be an invitation or inducement to engage in an investment activity. Advice on share dealing should

be obtained from a stockbroker or independent financial adviser.

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| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Other statutory disclosures continued  Shareholder services and contacts continued | | | | | | | | | | | |

#### ADS Depositary

The company’s ADR programme is administered by JPMorgan Chase Bank, N.A. whose contact details are as follows:

|  |  |
| --- | --- |
|  |  |
| Service | Contact |
| Regular Correspondence | Computershare Trust Company, N.A.  PO Box 43304  Providence, RI 02940-3304  From the US: +1 877 353 1154  From outside the US: +1 781 575 2833  web.queries@computershare.com |

The Depositary also provides Global Invest Direct, a direct ADS purchase/sale and dividend reinvestment plan for ADS holders. For

details on how to enrol, please visit www.adr.com or call the above helpline number to obtain an enrolment pack.

#### Investor relations

Investor relations may be contacted as follows:

|  |  |
| --- | --- |
|  |  |
| Service | Contact |
| UK | 79 New Oxford Street,  London, WC1A 1DG  Tel: +44 (0)20 8047 5000 |
| US | 2929 Walnut Street  Philadelphia PA 19104  Tel: +1 888 825 5249 (US toll free)  Tel: +1 215 751 4000 (outside the US) |
| GSK Response Center | Tel: +1 888 825 5249 (US toll free)  Tel: +1 215 751 4600 (outside the US) |

#### Share scam alert

If you receive an unsolicited telephone call offering to sell or buy your shares, please take extra care. The caller may be part of a

highly organised financial scam.

If you are a UK shareholder, please contact the Financial Conduct Authority at www.fca.org.uk/consumers or on its consumer

helpline:

Tel: 0800 111 6768 (in the UK)\*

Tel: +44 207 066 1000 (outside the UK)\*

\* Lines are open from 8.00am to 6.00pm, UK time, Monday to Friday, except UK public holidays, and 9.00am to 1.00pm on Saturdays.

313

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| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
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| Other statutory disclosures continued | | | | | | | | | | | |

|  |
| --- |
|  |
| US law and regulation |

A number of provisions of US law and regulation apply to the

company because our shares are quoted on the NYSE in the

form of ADS.

#### NYSE rules

In general, the NYSE rules permit the company to follow UK

corporate governance practices instead of those applied in the

US, provided that we explain any significant variations. This

explanation is contained in our Form 20-F, which can be

accessed from the SEC's EDGAR database or via our website at

GSK.com. NYSE rules require us to file annual and interim

written affirmations concerning our Audit & Risk Committee

(ARC) and our statement on significant differences in corporate

governance.

#### Sarbanes-Oxley Act of 2002

Following a number of corporate and accounting scandals in

the US, Congress passed the Sarbanes-Oxley Act of 2002.

Sarbanes-Oxley is a wide-ranging piece of legislation

concerned largely with financial reporting and corporate

governance.

As recommended by the SEC, the company has an established

Disclosure Committee. The Committee reports to the CEO, the

CFO and to the ARC. It is chaired by the Company Secretary

and its members consist of senior managers from finance, legal,

corporate communications and investor relations.

Where appropriate, external legal counsel, the external

auditors, our sponsor bank, and internal experts are invited to

attend the Disclosure Committee’s meetings periodically. The

Committee has responsibility for considering the materiality of

information and, on a timely basis, determining the disclosure of

that information. It has responsibility for the timely filing of

reports with the SEC and the formal review of the Annual Report

and the Annual Report on Form 20-F. The Disclosure

Committee and its subcommittees met 24 times during 2025,

including for the purpose of receiving relevant and appropriate

training.

Sarbanes-Oxley requires that the Annual Report on Form 20-F

contains a statement as to whether a member of the ARC is an

audit committee financial expert, as defined in rules under

Sarbanes-Oxley. Such a statement for the relevant member of

the ARC (Charles Bancroft) is included in the Chair’s

Governance Statement area of the Corporate Governance

report on page [117](#i46cef0a162b44fd799973d25e87f680f_1-0-1-5-1049884) and in his biography on page [110](#i1d67f4a84af34cdeb35b5773963eae4d_0-0-1-1-842536).

Additional disclosure requirements arise under section 302 and

section 404 of Sarbanes-Oxley in respect of disclosure controls

and procedures and internal control over financial reporting.

#### Section 302: Corporate responsibility for financial reports

Sarbanes-Oxley requires the CEO and the CFO to complete

formal certifications, confirming that:

– they have each reviewed the Annual Report on Form 20-F;

– based on their knowledge, the Annual Report on Form 20-F

contains no material misstatements or omissions;

– based on their knowledge, the financial statements and other

financial information fairly present, in all material respects,

the financial condition, results of operations and cash flows

as of the dates, and for the periods, presented in the Annual

Report on Form 20-F;

– they are responsible for establishing and maintaining

disclosure controls and procedures that ensure that material

information is made known to them, and have evaluated the

effectiveness of these controls and procedures as at the year

end, the results of such evaluation being contained in the

Annual Report on Form 20-F;

– they are responsible for establishing and maintaining internal

control over financial reporting that provides reasonable

assurance regarding the reliability of financial reporting and

the preparation of financial statements for external purposes

in accordance with generally accepted accounting

principles;

– they have disclosed in the Annual Report on Form 20-F any

changes in internal controls over financial reporting during

the period covered by the Annual Report on Form 20-F that

have materially affected, or are reasonably likely to affect

materially, the company’s internal control over financial

reporting; and

–  they have disclosed, based on their most recent evaluation of

internal control over financial reporting, to the external

auditor and the ARC, all significant deficiencies and material

weaknesses in the design or operation of internal controls

over financial reporting which are reasonably likely to affect

adversely the company’s ability to record, process, summarise

and report financial information, and any fraud (regardless of

materiality) involving persons that have a significant role in

the company’s internal control over financial reporting.

The Group has carried out an evaluation under the supervision

and with the participation of its management, including the

CEO and CFO, of the effectiveness of the design and operation

of the Group’s disclosure controls and procedures as at 31

December 2025.

There are inherent limitations to the effectiveness of any system

of disclosure controls and procedures, including the possibility

of human error and the circumvention or overriding of the

controls and procedures. Accordingly, even effective disclosure

controls and procedures can only provide reasonable

assurance of achieving their control objectives.

314

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| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Other statutory disclosures continued  US law and regulation continued | | | | | | | | | | | |

The CEO and CFO expect to complete these certifications and

report their conclusions on the effectiveness of disclosure

controls and procedures in March 2026, following which the

certifications will be filed with the SEC as part of our Group’s

Annual Report on Form 20-F.

#### Section 404: Management’s annual report on internal control over financial reporting

In accordance with the requirements of section 404 of

Sarbanes-Oxley, the following report is provided by

management in respect of the company’s internal control over

financial reporting (as defined in Rules 13a-15(f) and 15d-15(f)

under the US Securities Exchange Act of 1934, as amended (the

Exchange Act)):

– Management is responsible for establishing and maintaining

adequate internal control over financial reporting for the

Group. Internal control over financial reporting is designed to

provide reasonable assurance regarding the reliability of

financial reporting and the preparation of financial

statements for external purposes in accordance with IFRS.

– Management conducted an evaluation of the effectiveness

of internal control over financial reporting based on the

framework, Internal Control – Integrated Framework (2013)

issued by the Committee of Sponsoring Organisations of the

Treadway Commission (COSO).

– There have been no changes in the Group’s internal control

over financial reporting during 2025 that have materially

affected, or are reasonably likely to materially affect, the

Group’s internal control over financial reporting.

– Management has assessed the effectiveness of internal

control over financial reporting as at 31 December 2025 and

its conclusion will be filed as part of the Group’s Annual

Report on Form 20-F.

– Deloitte LLP, which has audited the consolidated financial

statements of the Group for the year ended 31 December

2025, has also assessed the effectiveness of the Group’s

internal control over financial reporting under Auditing

Standard 2201 of the Public Company Accounting Oversight

Board (United States). Their audit report will be filed with the

Group’s Form 20-F.

#### Section 13(r) of the Exchange Act

Section 13(r) of the Exchange Act requires issuers to make

specific disclosure in their annual reports of certain types of

dealings with Iran, including transactions or dealings with

government-owned or controlled entities, as well as dealings

with entities sanctioned for activities related to terrorism or

proliferation of weapons of mass destruction, even when those

activities are not prohibited by US law and do not involve US

persons.

The Group ceased exports and sales to Iran in June 2024 and

had no dealings with the Government of Iran or relevant

sanctioned entities, and accordingly has no revenues or profit to

declare with respect to Iran or Section 13(r) of the Exchange

Act for 2025.

In addition to Section 13(r) of the Exchange Act, US law

generally restricts dealings by US persons and dealings that

otherwise are subject to US jurisdiction with certain countries or

territories that are subject to comprehensive sanctions.

Currently, the US maintains comprehensive sanctions against

Cuba, Iran, North Korea, the Crimea region of Ukraine, the so-

called “Donetsk People’s Republic”, and the so-called “Luhansk

People’s Republic.” The US maintained comprehensive

sanctions against Syria until their removal, effective 1 July 2025.

The US also maintains significant sanctions programmes

against Russia and Venezuela as well as targeted sanctions

programmes against specific individuals, entities and

organisations. The Group engages in some activity in certain

such jurisdictions and with certain such individuals and entities

having assessed applicable licenses and exemptions.

While we believe the Group complies with all applicable US

sanctions in all material respects, such laws are complex and

continue to evolve rapidly.

315

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| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Other statutory disclosures continued | | | | | | | | | | | |

|  |
| --- |
|  |
| Donations to political organisations and political expenditure |

To ensure a consistent approach to political contributions

across the Group, in 2009 a global policy was introduced to

voluntarily stop all corporate political contributions.

Since then, the Group has not made any political donations to

EU or non-EU organisations. English law requires prior

shareholder approval for political contributions to EU political

parties and independent election candidates as well as for any

EU political expenditure. The definitions of political donations,

political expenditure and political organisations used in the

legislation are, however, quite broad. In particular, the definition

of EU political organisations may extend to bodies such as

those concerned with policy review, law reform, the

representation of the business community and special interest

groups such as those concerned with the environment, which

the company and its subsidiaries might wish to support.

As a result, the definitions may cover legitimate business

activities not in the ordinary sense considered to be political

donations or political expenditure, nor are they designed to

support any political party or independent election candidate.

Therefore, notwithstanding our policy, and while we do not

intend to make donations to any EU political parties or

organisations, nor to incur any EU political expenditure, we

annually seek shareholder authorisation for any inadvertent

expenditure.

The authority is a precautionary measure to ensure that the

company and its subsidiaries do not inadvertently breach the

legislation.

This authorisation process, for expenditure of up to £100,000 is

reviewed annually, following the introduction of the Political

Parties, Elections and Referendums Act 2000.

Notwithstanding the introduction of this policy, in accordance

with the Federal Election Campaign Act in the US, we continue

to support an employee-operated Political Action Committee

(PAC) that facilitates voluntary political donations by eligible

GSK employees.

The PAC is not controlled by GSK. Decisions on the amounts

and recipients of contributions are governed by the PAC Board

of Directors. Contributions to the PAC are made by

participating eligible employees exercising their legal right to

pool their resources and make political contributions, which are

subject to strict limitations under US law. In 2025, a total of

US$217,000 (2024: US$253,950) was donated to political

organisations by the GSK employee PAC.

316

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|  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |
| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Other statutory disclosures continued | | | | | | | | | | | |

|  |
| --- |
|  |
| Group companies |

In accordance with Section 409 of the Companies Act 2006 a full list of subsidiaries, associates, joint ventures and joint

arrangements, the address of the registered office and effective percentage of equity owned, as at  31 December 2025  are disclosed

below. Unless otherwise stated the share capital disclosed comprises ordinary shares which are indirectly held by GSK plc. The

percentage held by class of share is stated where this is less than 100%. Unless otherwise stated, all subsidiary companies have their

registered office and are tax resident in their country of incorporation.

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Name | Security | Registered address |
| Wholly owned subsidiaries |  |  |
| 1001508446 Ontario Inc. | Common | 199 Bay Street, Suite 4000, Ontario M5L 1A9 |
| 14245563 Canada Inc. | Common | 75 Rue Queen, Unité 1300, Montreal, Quebec H3C 2N6, Canada |
| 14934792 Canada Inc. | Common | 100 Milverton Drive, Suite 800, Mississauga ON L5R 4H1, Canada |
| 1506369 Alberta ULC | Common | 3500 855-2nd Street SW, Calgary AB T2P 4J8, Canada |
| Action Potential Venture Capital Limited | Ordinary | GSK Medicines Research Centre, Gunnels Wood Road, Stevenage, SG1 2NY,  United Kingdom |
| Adechsa GmbH (ii) | Ordinary | c/o GlaxoSmithKline AG, Zweigniederlassung Baar/  Zug, Neuhofstrasse 4, 6340, Baar, Switzerland |
| Affinivax, Inc. | Common | Corporation Service Company, 251 Little Falls Drive, Wilmington DE 19808,  United States |
| Aiolos Bio Limited | Ordinary | 79 New Oxford Street, London, WC1A 1DG, United Kingdom |
| Aiolos Bio, Inc. | Common | Corporation Service Company, 251 Little Falls Drive, Wilmington DE 19808,  United States |
| Allen & Hanburys Limited (ii) | Ordinary | 79 New Oxford Street, London, WC1A 1DG, United Kingdom |
| Allen & Hanburys Pharmaceutical Nigeria Limited | Ordinary | 49, Town Planning Way, Ilupeju, Lagos, Nigeria |
| Allen Pharmazeutika Gesellschaft m.b.H. | Ordinary | Wienerbergstraße 7, Wien, 1100, Austria |
| ASC Oncology Schweiz AG (in liquidation) | Ordinary | Unterlettenstrasse 14, 9443, Widnau, Switzerland |
| Beecham Group plc | £0.05 Ordinary B;  £0.20 Ordinary A | 79 New Oxford Street, London, WC1A 1DG, United Kingdom |
| Beecham Pharmaceuticals (Pte) Limited | Ordinary | 38 Quality Road, Jurong Industrial Estate, Jurong, 618809, Singapore |
| Beecham Portuguesa-  Produtos Farmaceuticos e Quimicos, Lda, | Quota | Rua Dr Antonio Loureiro Borges No 3, Arquiparque, Miraflores, 1495-131,  Alges, Portugal |
| Bellus Health Inc | Common | 75 Rue Queen, Unité 1300, Montreal QC H3C2N6, Canada |
| Biovesta Ilaçlari Ltd. Sti. (ii) | Nominative | Esentepe Mah, Bahar Sk. Ozdilek River Plaza, Vyndham Grand No: 13 Kat: 22,  Kapi: 58, Sisli, Istanbul, 34394, Turkey |
| BP Asset IX, Inc. | Common | Corporation Service Company, 251 Little Falls Drive, Wilmington DE 19808,  United States |
| Cascan GmbH & Co. KG | Partnership Capital | Prinzregentenplatz 9, 81675, Munich, Bavaria, Germany |
| Cellzome GmbH | Ordinary | Meyerhofstrasse 1, 69117, Heidelberg, Germany |
| Clarges Pharmaceuticals Trustees Limited (ii) | Ordinary | 79 New Oxford Street, London, WC1A 1DG, United Kingdom |
| Colleen Corporation | Common | Corporation Service Company, 251 Little Falls Drive, Wilmington DE 19808,  United States |
| Corixa Corporation | Common | Corporation Service Company, 251 Little Falls Drive, Wilmington DE 19808,  United States |
| Dealcyber Limited | Ordinary | 79 New Oxford Street, London, WC1A 1DG, United Kingdom |
| Desarrollo Energia Solar Alternativa S.L. | Ordinary | Severo Ochoa, 2, Parque Tecnologico de Madrid, Tres Cantos, 28760,  Madrid, Spain |
| Duncan Pharmaceuticals Philippines Inc. | Common | 23rd Floor, The Finance Centre, 26th Street corner 9th Avenue, Bonifacio  Global City, Taguig City, 1634, Philippines |
| Elsie Biotechnologies, Inc. | Common | Corporation Service Company, 251 Little Falls Drive, Wilmington DE 19808,  United States |
| Etex Farmaceutica Ltda | Social Capital | Av. Andrés Bello 2457, Costanera Center, Torre 2, Piso 20, Providencia,  Santiago, 7510689, Chile |
| Glaxo Group Limited | Ordinary | GSK Medicines Research Centre, Gunnels Wood Road, Stevenage, SG1 2NY,  United Kingdom |
| Glaxo Kabushiki Kaisha (ii) | Ordinary | 1-8-1 Akasaka Minato-ku, Tokyo, 107-0052, Japan |
| Glaxo New Zealand Pension Plan Trustee Limited | Ordinary | Aon Centre, Level 12/29 Customs Street West, Auckland 1010, New Zealand |
| Glaxo Operations UK Limited | Ordinary | 79 New Oxford Street, London, WC1A 1DG, United Kingdom |
| Glaxo Saudi Arabia Limited | Ordinary | PO Box 22617, Area No 56 to 73, Warehouse City, First Stage Al Khomrah,  Jeddah 21416, Saudi Arabia |
| Glaxo Verwaltungs GmbH | Ordinary | Prinzregentenplatz 9, 81675, Munich, Bavaria, Germany |

317

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|  |  |  |  |  |  |  |  |  |  |  |  |
| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Other statutory disclosures continued  Group companies continued | | | | | | | | | | | |

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Name | Security | Registered address |
| Wholly owned subsidiaries continued |  |  |
| Glaxo Wellcome Farmaceutica, Limitada | Ordinary Quota | Rua Dr Antonio Loureiro Borges No 3, Arquiparque, Miraflores, 1495-131,  Alges, Portugal |
| Glaxo Wellcome International B.V. (ii) (iii) | Ordinary | Huis ter Heideweg 62, 3705 LZ, Zeist, The Netherlands |
| Glaxo Wellcome Manufacturing Pte Ltd | Ordinary | 1 Pioneer Sector 1, Jurong Industrial Estate, Jurong, 628413, Singapore |
| Glaxo Wellcome Production | Ordinary | 23 rue François Jacob, 92500, Rueil-Malmaison, France |
| Glaxo Wellcome Vidhyasom Limited (in liquidation) | Ordinary | 12th Floor Wave Place, 55 Wireless Road, Lumpini, Pathumwan, Bangkok,  10330, Thailand |
| Glaxo Wellcome, S.A. | Ordinary | Poligono Industrial Allendeduero, Avenida de Extremadura, 3, Aranda de  Duero, 09400, Burgos, Spain |
| Glaxo, S.A. | Ordinary | Severo Ochoa, 2, Parque Tecnologico de Madrid, Tres Cantos, 28760,  Madrid, Spain |
| Glaxochem Pte Ltd (iii) | Ordinary | 23 Rochester Park, 139234, Singapore |
| GlaxoSmithKline - Produtos Farmaceuticos, Limitada | Ordinary Quota | Rua Dr Antonio Loureiro Borges No 3, Arquiparque, Miraflores, 1495-131,  Alges, Portugal |
| GlaxoSmithKline (Cambodia) Co., Ltd. | Ordinary | 5th Floor DKSH Building, No.797 Preah Monivong Boulevard (Co, Sangkat  Phsar Deum Thakov, Khan Chamkarmon, Phnom Penh, Cambodia |
| GlaxoSmithKline (China) Investment Co Ltd | Ordinary | Room 901, 902, 903, 905, 908, 909 and 910, Unit 901, Floor 9, No. 56 Mid 4th  East Ring Road, Chaoyang District, Beijing, China |
| GlaxoSmithKline (China) R&D Company Limited | Equity | F1-3, No.18 Building, 999 Huanke Road, Pilot Free Trade Zone, Shanghai,  201210, China |
| GlaxoSmithKline (GSK) S.R.L. | Ordinary | Bucureşti Sectorul 1, Şoseaua Bucureşti-Ploieşti, Nr. 89A, Romania |
| GlaxoSmithKline (Ireland) Limited | Ordinary | 12 Riverwalk, Citywest Business Campus, Dublin 24, Ireland |
| GlaxoSmithKline (Israel) Ltd | Ordinary | 25 Basel Street, PO Box 10283, Petach-Tikva, 49002, Israel |
| GlaxoSmithKline (Private) Limited (ii) | Ordinary | Unit 3, 20 Anthony Road, Msasa, Harare, Zimbabwe |
| GlaxoSmithKline (Thailand) Limited | Ordinary | 12th Floor Wave Place, 55 Wireless Road, Lumpini, Pathumwan, Bangkok,  10330, Thailand |
| GlaxoSmithKline AB | Ordinary | Hemvarnsg. 9, 171 54, Solna, Sweden |
| GlaxoSmithKline AG | Ordinary | Talstrasse 3 , 3053 Muenchenbuchsee, Switzerland |
| GlaxoSmithKline Angola Unipessoal Limitada | Quota | Luanda, Bairro Petrangol, Estrada de Cacuaco n ° 288, Angola |
| GlaxoSmithKline AS | Ordinary | Drammensveien 288, Oslo, NO-0283, Norway |
| GlaxoSmithKline Australia Pty Ltd | Ordinary | Level 4 , 436 Johnston Street , Abbotsford, Victoria, 3067, Australia |
| GlaxoSmithKline B.V. | Ordinary | Van Asch van, Wijckstraat 55h, 3811 LP Amersfoort, The Netherlands |
| GlaxoSmithKline Beteiligungs GmbH | Ordinary | Prinzregentenplatz 9, 81675, Munchen, Germany |
| GlaxoSmithKline Biologicals Kft. | Ordinary | 2100 Gödöllõ, Homoki Nagy István utca 1, Hungary |
| GlaxoSmithKline Biologicals S.A.S. | Ordinary | 637 Rue des Aulnois, Saint-Amand Les Eaux, 59230, France |
| GlaxoSmithKline Biologicals SA | Ordinary;  Preference | Rue de l'Institut 89 B-1330 Rixensart, Belgium |
| GlaxoSmithKline Brasil Limitada | Quotas | Estrada dos Banderiantes, 8464, Rio de Janeiro, 22783-110, Brazil |
| GlaxoSmithKline Capital Inc. | Common | Circumference FS (USA) Inc, 1100 N. Market Street, 4th Floor, Wilmington DE  19890, United States |
| GlaxoSmithKline Capital plc | Ordinary | 79 New Oxford Street, London, WC1A 1DG, United Kingdom |
| GlaxoSmithKline Caribbean Limited | Ordinary | 79 New Oxford Street, London, WC1A 1DG, United Kingdom |
| GlaxoSmithKline Chile Farmaceutica Limitada | Social Capital | Av. Andrés Bello 2457, Torre 2, piso 20, Providencia, Santiago, Región  Metropolitana, Chile |
| GlaxoSmithKline Colombia S.A. | Ordinary | Avenida Calle 116 No 7-15 Interior 2 Oficina 601 A, Bogotá, Bogota, 110111,  Colombia |
| GlaxoSmithKline doo Beograd-Novi Beograd -  U LIKVIDACIJI (In liquidation) | Ordinary | Milutin Milankovic, 1J, Novi Beograd, Belgrade, 11070, Serbia |
| GlaxoSmithKline Ecuador S.A. | Ordinary | Av. 6 de diciembre E10A, y Juan Boussingault, Edificio Torre 6, Piso 4,  Oficina 408, Quito, Ecuador |
| GlaxoSmithKline El Salvador S.A. de C.V. | Ordinary | Municipio de San Salvador, Departamento de San Salvador, El Salvador |
| GlaxoSmithKline EOOD (Liquidated 10-Feb-2026) | Ordinary | 119 Oborishte Str., Sofia 1505, Sofia, Bulgaria |
| GlaxoSmithKline Export Limited | Ordinary | 79 New Oxford Street, London, WC1A 1DG, United Kingdom |
| GlaxoSmithKline Export Panama S.A. | Ordinary | Panama City, Republic of Panama, Panama |
| GlaxoSmithKline Far East B.V. | Ordinary | Van Asch van Wijckstraat 55h, 3811 LP, Amersfoort, The Netherlands |
| GlaxoSmithKline Finance plc | Ordinary | 79 New Oxford Street, London, WC1A 1DG, United Kingdom |
| GlaxoSmithKline GmbH & Co. KG | Partnership Capital | Prinzregentenplatz 9, 81675, Munchen, Germany |
| GlaxoSmithKline Guatemala S.A. | Ordinary | 3ra. Av. 13-78 Zona 10, Torre Citibank, Nivel 8, Guatemala City, Guatemala |
| GlaxoSmithKline Holding AS | Ordinary | Drammensveien 288, Oslo, NO-0283, Norway |

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| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
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| Other statutory disclosures continued  Group companies continued | | | | | | | | | | | |

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Name | Security | Registered address |
| Wholly owned subsidiaries continued |  |  |
| GlaxoSmithKline Holdings (Americas) Inc. | Common | Circumference FS (USA) Inc., 1100 North Market Street, 4th Floor, Wilmington  DE 19890, United States |
| GlaxoSmithKline Holdings (One) Limited (i) | Ordinary | 79 New Oxford Street, London, WC1A 1DG, United Kingdom |
| GlaxoSmithKline Holdings Limited (i) | Ordinary | 79 New Oxford Street, London, WC1A 1DG, United Kingdom |
| GlaxoSmithKline Holdings Pty Ltd | Ordinary | Level 4 , 436 Johnston Street , Abbotsford, Victoria, 3067, Australia |
| GlaxoSmithKline Honduras S.A. | Ordinary | Tegucigalpa, MDC, Honduras |
| GlaxoSmithKline IHC Limited | Ordinary | 79 New Oxford Street, London, WC1A 1DG, United Kingdom |
| GlaxoSmithKline Ilaclari Sanayi ve Ticaret A.S. | Nominative | Esentepe Mah, Bahar Sk. Ozdilek River Plaza, Vyndham Grand No: 13 Kat: 22,  Kapi: 58, Sisli, Istanbul, 34394, Turkey |
| GlaxoSmithKline Inc. | Class A Common;  Class C Preference | 100 Milverton Drive, Suite 800 , Mississauga ON L5R 4H1, Canada |
| GlaxoSmithKline Insurance Ltd. | Ordinary | c/o Trinity Corporate Services Ltd., Trinity Hall, 43 Cedar Avenue, Hamilton,  HM12, Bermuda |
| GlaxoSmithKline Intellectual Property (No.2) Limited | Ordinary | GSK Medicines Research Centre, Gunnels Wood Road, Stevenage, SG1 2NY,  United Kingdom |
| GlaxoSmithKline Intellectual Property (No.5) Limited (In  liquidation) | Ordinary | c/o BDO LLP, 5 Temple Square, Temple Street, Liverpool, L2 5RH, United  Kingdom |
| GlaxoSmithKline Intellectual Property Development Limited | Ordinary | GSK Medicines Research Centre, Gunnels Wood Road, Stevenage, SG1 2NY,  United Kingdom |
| GlaxoSmithKline Intellectual Property Holdings Limited | Class A Ordinary;  Class B Ordinary | GSK Medicines Research Centre, Gunnels Wood Road, Stevenage, SG1 2NY,  United Kingdom |
| GlaxoSmithKline Intellectual Property Limited | Deferred;  Ordinary | GSK Medicines Research Centre, Gunnels Wood Road, Stevenage, SG1 2NY,  United Kingdom |
| GlaxoSmithKline Intellectual Property Management Limited | Ordinary | GSK Medicines Research Centre, Gunnels Wood Road, Stevenage, SG1 2NY,  United Kingdom |
| GlaxoSmithKline Investigación y Desarrollo, S.L. | Ordinary | Severo Ochoa 2 Parque Tecnológico de Madrid, Tres Cantos, 28760, Madrid  , Spain |
| GlaxoSmithKline Investments Pty Ltd | Ordinary | Level 4 , 436 Johnston Street , Abbotsford, Victoria, 3067, Australia |
| GlaxoSmithKline K.K. | Ordinary | 1-8-1 Akasaka Minato-ku, Tokyo, Japan |
| GlaxoSmithKline Korea Limited | Ordinary | 9F LS Yongsan Tower, 92 Hangang-daero, Yongsan-  gu, Seoul, 04386, Korea, Republic of |
| GlaxoSmithKline Latin America, S.A. | Ordinary | Panama City, Republic of Panama, Panama |
| GlaxoSmithKline Limited | Ordinary | Suites 1004-10, 10 F, Tower 6, The Gateway, 9 Canton Road, Tsimshatsui,  Kowloon, Hong Kong |
| GlaxoSmithKline Limited (ii) | Ordinary | 79 New Oxford Street, London, WC1A 1DG, United Kingdom |
| GlaxoSmithKline LLC | LLC Interests | Corporation Service Company, 251 Little Falls Drive, Wilmington DE 19808,  United States |
| GlaxoSmithKline Manufacturing SpA | Ordinary | Viale dell’Agricoltura 7, 37135, Verona, Italy |
| GlaxoSmithKline Maroc S.A. | Ordinary | 42-44 Angle Bd, Rachidi et Abou Hamed El Glaza, Casablanca, Morocco |
| GlaxoSmithKline Mercury Limited (i) | Ordinary | 79 New Oxford Street, London, WC1A 1DG, United Kingdom |
| GlaxoSmithKline Mexico S.A. de C.V. | Ordinary A;  Ordinary B | Av. Real Mayorazgo 130 Piso 20, Colonia Xoco, Alcaldia Benito Juárez,  Ciudad de Mexico, 03330, Mexico |
| GlaxoSmithKline NZ Limited | Ordinary | Aon Centre, Level 12/29 Customs Street West, Auckland 1010, Auckland, 1010,  New Zealand |
| GlaxoSmithKline Oy | Ordinary | Porkkalankatu 20 A, Helsinki, 00180, Finland |
| GlaxoSmithKline Peru S.A. | Ordinary | Av. Víctor Andrés Belaúnde N°147, Vía Principal N°133, Piso 7,  Distrito de San Isidro, Lima, Perú |
| GlaxoSmithKline Pharma A/S | Ordinary | Vallensbæk Company House III , Delta Park 37, DK-2665, Valle, Denmark |
| GlaxoSmithKline Pharma GmbH | Ordinary | Wienerbergstraße 7, Wien, 1100, Austria |
| GlaxoSmithKline Pharmaceutical Kenya Limited | Ordinary | P.O Box 78392-00507, Likoni Road, Nairobi, Kenya |
| GlaxoSmithKline Pharmaceutical Nigeria Limited | Ordinary | 1 Industrial Avenue, Ilupeju, Ikeja, Lagos, PM B 21218, Nigeria |
| GlaxoSmithKline Pharmaceutical Sdn Bhd | Ordinary | HZ.01, Horizon Penthouse, 1 Powerhouse, 1, Persiaran Bandar Utama,  Bandar Utama, 47800 Petaling Jaya, Selangor, Malaysia |
| GlaxoSmithKline Pharmaceuticals (Pvt) Ltd | Ordinary | 121 Galle Road, Kaldemulla, Moratuwa, Sri Lanka |
| GlaxoSmithKline Pharmaceuticals Costa Rica S.A | Ordinary | Autopista Florencia del Castillo, kilómetro siete, Oficentro TerraCampus,  edificio uno, cuarto piso, San Diego, Cartago, 30302, Costa Rica |
| GlaxoSmithKline Pharmaceuticals SA | Ordinary | Avenue Fleming 20, 1300 Wavre, Belgium |
| GlaxoSmithKline Pharmaceuticals Ukraine LLC | Chartered Capital | Pavla Tychyny avenue, 1-V, Kiev, 02152, Ukraine |
| GlaxoSmithKline Philippines, Inc. | Ordinary | 23rd Floor, The Finance Centre, 26th Street corner 9th Avenue, Bonifacio  Global City, Taguig City, 1634, Philippines |
| GlaxoSmithKline Pte Ltd | Ordinary | 23 Rochester Park, 139234, Singapore |

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| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
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| Other statutory disclosures continued  Group companies continued | | | | | | | | | | | |

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Name | Security | Registered address |
| Wholly owned subsidiaries continued |  |  |
| GlaxoSmithKline Puerto Rico, Inc. | Common | Corporation Service Company Puerto Rico Inc., c/o RVM  Professional Services, LLC, A4 Reparto Mendoza, Humacao,  00791, Puerto Rico |
| GlaxoSmithKline Republica Dominicana S.A. | Ordinary | Blue Mall Tower, Floor 23 Ave., Winston Churchill 95, Santo Domingo,  Dominican Republic |
| GlaxoSmithKline Research & Development Limited | Ordinary | 79 New Oxford Street, London, WC1A 1DG, United Kingdom |
| GlaxoSmithKline S.A. | Ordinary | Severo Ochoa, 2, Parque Tecnologico de Madrid, Tres Cantos, 28760,  Madrid, Spain |
| GlaxoSmithKline S.p.A. | Ordinary | Viale dell’Agricoltura 7, 37135, Verona, Italy |
| GlaxoSmithKline s.r.o. | Ordinary | Hvezdova 1734/2c, Prague, 4 140 00, Czech Republic |
| GlaxoSmithKline Services GmbH & Co. KG | Partnership Capital | Prinzregentenplatz 9, 81675, Munchen, Germany |
| GlaxoSmithKline Services Unlimited (i) | Ordinary | 79 New Oxford Street, London, WC1A 1DG, United Kingdom |
| GlaxoSmithKline Single Member A.E.B.E. | Ordinary | 266 Kifissias Avenue, Halandri, Athens, 152 32, Greece |
| GlaxoSmithKline SL LLC | LLC Interests | Corporation Service Company, 251 Little Falls Drive, Wilmington DE 19808,  United States |
| GlaxoSmithKline SL LP (ii) (iv) | Partnership | 79 New Oxford Street, London, WC1A 1DG, United Kingdom |
| GlaxoSmithKline South Africa (Pty) Limited | Ordinary | 155 West Street, Sandown, Sandton, 2031, South Africa |
| GlaxoSmithKline Trading Services Limited (iii) | Ordinary | 12 Riverwalk, Citywest Business Campus, Dublin 24, D24 YK11, Ireland |
| GlaxoSmithKline Tunisia S.A.R.L. | Ordinary | Immeuble Regus Lot B17, Centre Urbain Nord, Tunis, Tunisia |
| GlaxoSmithKline UK Limited | Ordinary | 79 New Oxford Street, London, WC1A 1DG, United Kingdom |
| GlaxoSmithKline Uruguay S.A. | Registered Provisory Stock | Victor Soliño 349, Montevideo, 11300, Uruguay |
| GlaxoSmithKline US Trading Limited (In liquidation) | Ordinary | c/o BDO LLP, 5 Temple Square, Temple Street, Liverpool, L2 5RH,  United Kingdom |
| GlaxoSmithKline Venezuela C.A. | Ordinary | calle Altagracia, edificio P&G, piso Mezzanina, torre Torre Sur, Urbanizacion  Sorokaima, La Trinidad, Caracas, 1080, Venezuela, Bolivarian Republic of |
| GlaxoSmithKline Vietnam Limited Liability Company (ii) | Equity Capital | The Metropolitan, 235 Dong Khoi Street, District 1, 7th Floor Unit 701,  Ho Chi Minh City, Vietnam |
| Groupe GlaxoSmithKline | Ordinary | 23 rue François Jacob, 92500, Rueil-Malmaison, France |
| GSK Biopharma Argentina S.A. | Nominative Non Endorseable  Ordinary | Tucumán 1, piso 4, Buenos Aires, C1049AAA, Argentina |
| GSK Business Service Centre Sdn Bhd | Ordinary | Level 6, Quill 9, 112 Jalan Prof. Khoo Kay Kim, Petaling Jaya, 46300 Selangor,  Malaysia |
| GSK Capital B.V. (iii) (v) | Ordinary | 79 New Oxford Street, London, WC1A 1DG, United Kingdom |
| GSK Capital K.K. | Ordinary | 1-8-1 Akasaka Minato-ku, Tokyo, Japan |
| GSK Commercial Sp. z o.o. | Ordinary | ul. Rzymowskiego 53, 02-697, Warsaw, Poland |
| GSK d.o.o., Ljubljana | Ordinary | Železna cesta 8A, 1000, Ljubljana, Slovenia |
| GSK Enterprise Management Co, Ltd | Ordinary | Floor 4, 18 Lane 999 Huanke Road, No. 1358 Zhongke Road, Shanghai, China |
| GSK Equity Investments, Limited | Units | Corporation Service Company, 5235 North Front Street, Harrisburg PA 17110,  United States |
| GSK Finance (No 2) Limited | Ordinary | 79 New Oxford Street, London, WC1A 1DG, United Kingdom |
| GSK Finance (No.3) Limited (Dissolved 17/02/2026) | Ordinary | c/o BDO LLP, 5 Temple Square, Temple Street, Liverpool, L2 5RH,  United Kingdom |
| GSK HGS Legacy LLC (Incorporated 16/01/2026) | LLC Interests | Corporation Service Company, 251 Little Falls Drive, Wilmington DE 19808,  United States |
| GSK India Global Services Private Limited | Equity | Level 1, 2 & 3 Luxor North Tower, Bagmane Capital Business Park Outer Ring  Road, Bangalore, Karnataka, 560037, India |
| GSK International Holding and Finance BV | Ordinary | Van Asch van Wijckstraat 55h, 3811 LP, Amersfoort, The Netherlands |
| GSK Kazakhstan LLP | Participation Interest | 050019, office No. 30, 71/66 building, Chaplin street, Medeu district,  Almaty city, Kazakhstan |
| GSK Life Sciences FZE | Ordinary | LB06015, Jebel Ali Freezone, Dubai, United Arab Emirates |
| GSK Pharma India Private Limited | Equity | 1, Battery House, Bhulabhai Desai Road, Mumbai, Maharashtra, 400026,  India |
| GSK Pharma Vietnam Company Limited | Chartered Capital | Unit 701, 7th Floor, The Metropolitan Tower, 235 Dong Khoi, Sai Gon Ward,  Hochiminh City, Vietnam |
| GSK PSC Poland sp. z o.o. | Ordinary | ul. Grunwaldzka 189, Poznań, 60-322, Poland |
| GSK Regional Headquarters Company | Ordinary | Olaya tower, Prince Mohamed lbn Abdelaziz Street. Olaya, Riyadh,12821,  Saudi Arabia |
| GSK Services Sp z o.o. | Ordinary | Ul. Grunwaldzka 189, 60-322, Poznan, Poland |
| GSK Vaccines BV | Ordinary | De Entree 201, Amsterdam, 1101 HG, The Netherlands |
| GSK Vaccines GmbH | Ordinary | Emil-von-Behring-Str.76, 35041 Marburg, Germany |
| GSK Vaccines Institute for Global Health S.r.l. | Quota | Via Fiorentina 1, 53100, Siena, Italy |

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| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
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| Other statutory disclosures continued  Group companies continued | | | | | | | | | | | |

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| --- | --- | --- |
|  |  |  |
| Name | Security | Registered address |
| Wholly owned subsidiaries continued |  |  |
| GSK Vaccines S.r.l. | Quota | Via Fiorentina 1, 53100, Siena, Italy |
| Human Genome Sciences, Inc. | Common | Corporation Service Company, 251 Little Falls Drive, Wilmington DE 19808,  United States |
| IDRx, Inc. | Common | Corporation Service Company, 251 Little Falls Drive, Wilmington DE 19808,  United States |
| ID Biomedical Corporation of Quebec | Common | 2323, boul. Du Parc Technologique, Québec G1P 4R8, Canada |
| InterPharma Dienstleistungen GmbH | Quota | Wienerbergstraße 7, Wien, 1100, Austria |
| J&J Technologies, LC (ii) | Membership Interests | Corporation Service Company, 100 Shockoe Slip, 2nd Floor, Richmond VA  23219, United States |
| JSC GlaxoSmithKline Trading | Ordinary | Leningradskiy Prospect 37A, Building 4, Floor 3, Premises XV, Room 1, 125167,  Moscow, Russian Federation |
| Laboratoire GlaxoSmithKline | Ordinary | 23 rue François Jacob, 92500, Rueil-Malmaison, France |
| Laboratoire Pharmaceutique Algérien LPA Production SPA | Ordinary | Zone Industrielle Est, Boudouaou, Boumerdes, Algeria |
| Laboratoire Pharmaceutique Algérien SPA | Ordinary | Zone Industrielle Est, Boudouaou, Boumerdes, Algeria |
| Laboratoires Paucourt (ii) | Ordinary | 23 rue François Jacob, 92500, Rueil-Malmaison, France |
| Laboratoires Saint-Germain (ii) | Ordinary | 23 rue François Jacob, 92500, Rueil-Malmaison, France |
| Laboratorios Dermatologicos Darier, S.A de C.V. | Ordinary A;  Ordinary B | Av. Real Mayorazgo 130 Piso 20, Colonia Xoco, Alcaldia Benito Juárez,  Ciudad de Mexico, 03330, Mexico |
| Laboratorios Stiefel de Venezuela SA | Ordinary | Calle Altagracia, edificio P&G, nivel Mezzanina, piso Mezzanina, local Torre  Sur, Urbanizacion Sorokaima, La Trinidad, Caracas, 1080, Venezuela,  Bolivarian Republic of |
| Laboratorios Stiefel Ltda. | Ordinary | Avenida Doutor Timóteo Penteado nº 2289, Box XXIII, Vila Hulda, Guarulhos,  São Paulo, 07094-000, Brazil |
| Maxinutrition Limited (in liquidation) | Ordinary | c/o BDO LLP, 5 Temple Square, Temple Street, Liverpool, L2 5RH,  United Kingdom |
| PT Glaxo Wellcome Indonesia | Class A;  Class B | JL. Pulobuaran Raya Kav.III/DD 2,3,4 KWS. Industri, Pulogadung,  Jatinegara, Cakung, Jakarta Timur, Indonesia |
| Setfirst Limited | Ordinary | 79 New Oxford Street, London, WC1A 1DG, United Kingdom |
| Shanghai GlaxoSmithKline Pharmaceutical Co., Ltd. | Ordinary | Room 803, 804, Building A, 5 Shuntong Road, Lingang New Area, China  (Shanghai) Pilot Free Trade Zone, Shanghai, China |
| Sitari Pharma, Inc. | Common | Corporation Service Company, 251 Little Falls Drive, Wilmington DE 19808,  United States |
| Smith Kline & French Laboratories Limited (Dissolved  21/01/2026) | Ordinary | c/o  BDO LLP,  5 Temple Square, Temple Street, Liverpool,  L2 5RH,  United Kingdom |
| Smith Kline & French Portuguesa-  Produtos Farmaceuticos, LDA (ii) | Ordinary | Rua Dr Antonio Loureiro Borges No 3, Arquiparque, Miraflores, 1495-131,  Alges, Portugal |
| SmithKline Beecham (Bangladesh) Private Limited (ii) | Ordinary | House-2/A, Road-138,Gulshan-1, Dhaka, 1212, Bangladesh |
| SmithKline Beecham (Cork) Limited | Ordinary | 12 Riverwalk, Citywest Business Campus, Dublin 24, D24 YK11, Ireland |
| SmithKline Beecham Egypt L.L.C. | Quotas | Amoun Street, El Salam City, Cairo, Egypt |
| SmithKline Beecham Farma, S.A. | Ordinary | Severo Ochoa, 2, Parque Tecnologico de Madrid, Tres Cantos, 28760,  Madrid, Spain |
| SmithKline Beecham Legacy H Limited | Ordinary | 79 New Oxford Street, London, WC1A 1DG, United Kingdom |
| SmithKline Beecham Limited | Ordinary | 79 New Oxford Street, London, WC1A 1DG, United Kingdom |
| SmithKline Beecham Pension Plan Trustee Limited (ii) | Ordinary | 79 New Oxford Street, London, WC1A 1DG, United Kingdom |
| SmithKline Beecham Pharma GmbH & Co KG | Partnership Capital | Prinzregentenplatz 9, 81675, Munchen, Germany |
| SmithKline Beecham Pharma Verwaltungs GmbH | Ordinary | Prinzregentenplatz 9, 81675, Munchen, Germany |
| SmithKline Beecham Pharmaceuticals (Pty) Limited (ii) | Ordinary | Flushing Meadows Building, The Campus, 57 Sloane Street, Bryanston 2021,  South Africa |
| SmithKline Beecham Senior Executive Pension Plan Trustee  Limited (ii) | Ordinary | 79 New Oxford Street, London, WC1A 1DG, United Kingdom |
| Stiefel GmbH & Co. KG | Partnership Capital | Prinzregentenplatz 9, 81675, Munchen, Germany |
| Stiefel Laboratories Legacy (Ireland) Limited | Ordinary | Unit 2 Building 2500, Avenue 2000 Cork Airport Business Park, Cork, Ireland |
| Stiefel Laboratories Pte Limited | Ordinary | 1 Pioneer Sector, 628413, Singapore |
| Stiefel Laboratories, Inc. | Common | Corporation Service Company, 251 Little Falls Drive, Wilmington DE 19808,  United States |
| Stiefel Maroc SARL | Ordinary | 275 Boulevard Zerktouni, Casablanca, Morocco |
| Stiefel Research (Australia) Holdings Pty Ltd | Ordinary | Level 4, 436 Johnston Street , Abbotsford, Victoria, 3067, Australia |
| Stiefel Research Australia Pty Ltd | Ordinary | Level 4, 436 Johnston Street , Abbotsford, Victoria, 3067, Australia |
| Stiefel West Coast LLC | LLC Interests | Corporation Service Company, 251 Little Falls Drive, Wilmington DE 19808,  United States |
| Strebor Inc. | Common | Corporation Service Company, 251 Little Falls Drive, Wilmington DE 19808,  United States |
| Tesaro Bio GmbH (in liquidation) | Ordinary | Poststrasse 6, 6300 Zug, Switzerland |

321

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |
| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Other statutory disclosures continued  Group companies continued | | | | | | | | | | | |

|  |  |  |
| --- | --- | --- |
|  |  |  |
| Name | Security | Registered address |
| Wholly owned subsidiaries continued |  |  |
| Tesaro Bio Netherlands B.V | Ordinary | Joop Geesinkweg 901, 1114 AB, Amsterdam-Duivendrecht, The Netherlands |
| TESARO Development, Ltd. | Ordinary | Clarendon House, 2 Church Street, Hamilton HM11, Bermuda |
| Tesaro, Inc. | Common | Corporation Service Company, 251 Little Falls Drive, Wilmington DE 19808,  United States |
| The Sydney Ross Co. (ii) | Ordinary | Corporation Service Company, Princeton South Corporate Center, Suite 160,  100 Charles Ewing Blvd, Ewing NJ 08628, United States |
| UCB Pharma Asia Pacific Sdn Bhd (ii) | Ordinary | 12th Floor, Menara Symphony, No. 5, Jalan Prof. Khoo Kay Kim, Seksyen 13,  46200 Petaling Jaya, Malaysia |
| Wellcome Consumer Healthcare Limited (ii) | Ordinary | 79 New Oxford Street, London, WC1A 1DG, United Kingdom |
| Wellcome Limited | Ordinary | 79 New Oxford Street, London, WC1A 1DG, United Kingdom |

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| Name | Security | Effective %  Ownership | Registered address |
| Subsidiaries where the effective interest is less than 100% | | |  |
| Amoun Pharmaceutical Industries Co. S.A.E. | Monetary Shares | 90.71% | El Salam City 11491, PO Box 3001, Cairo, Egypt |
| Biddle Sawyer Limited | Equity | 75.00% | 252 Dr Annie Besant Road, Mumbai, 400030, India |
| British Pharma Group Limited (i)(ii) | Guarantee | 50.00% | 79 New Oxford Street, London, WC1A 1DG, United Kingdom |
| Galvani Bioelectronics Inc. | Common | 55.00% | Corporation Service Company, 251 Little Falls Drive, Wilmington DE 19808,  United States |
| Galvani Bioelectronics Limited | A Ordinary;  B Ordinary | 55.00% | GSK Medicines Research Centre, Gunnels Wood Road, Stevenage, SG1 2NY,  United Kingdom |
| GlaxoSmithKline (Tianjin) Co. Ltd | Ordinary | 90.00% | No. 65, the Fifth Avenue, Tai Feng Industrial Park, Tianjin Economic and  Technological Development Area, Tianjin, 300457, China |
| GlaxoSmithKline Algérie S.P.A. | Ordinary | 99.99% | Zone Industrielle Est, Boudouaou, Wilaya de Boumerdes, Algeria |
| GlaxoSmithKline Pakistan Limited | Ordinary | 82.59% | The Sykes Building, 35 Dockyard Road, West Wharf, Karachi, 74000,  Pakistan |
| GlaxoSmithKline Pharmaceuticals Limited | Equity | 75.00% | 252 Dr Annie Besant Road, Mumbai, 400030, India |
| GlaxoSmithKline S.A.E. | Ordinary | 91.20% | Boomerang Office Building - Land No. 46, Zone (J) -  1st District, Town Center - 5th Tagammoe, New Cairo City, Egypt |
| Laboratorios ViiV Healthcare, S.L. | Ordinary | 78.30% | Severo Ochoa, 2, Parque Tecnologico de Madrid, Tres Cantos, 28760,  Madrid, Spain |
| Limited Liability Company SmithKline Beecham-  Biomed O.O.O. | Participation Interest | 97.00% | Leningradskiy Prospect 37A, Building 4, Floor 2, Premises XIV, Room 42,  125167, Moscow, Russian Federation |
| Modern Pharma Trading Company L.L.C. | Quotas | 98.24% | Amoun Street, PO Box 3001, El Salam City, Cairo, 11491, Egypt |
| Stiefel Egypt LLC (ii) | Quota | 99.00% | Amoun Street, PO Box 3001, El Salam City, Cairo, 11491, Egypt |
| ViiV Healthcare (South Africa) (Proprietary)  Limited | Ordinary | 78.30% | Flushing Meadows Building, The Campus, 57 Sloane Street, Bryanston 2021,  South Africa |
| ViiV HealthCare BV | Ordinary | 78.30% | Van Asch van, Wijckstraat 55h, 3811 LP Amersfoort, The Netherlands |
| ViiV Healthcare Company | Common | 78.30% | Corporation Service Company, 251 Little Falls Drive, Wilmington DE 19808,  United States |
| ViiV Healthcare Finance 2 Limited | Ordinary | 78.30% | 79 New Oxford Street, London, WC1A 1DG, United Kingdom |
| ViiV Healthcare Finance Limited | Ordinary;  Redeemable Preference | 78.30% | 79 New Oxford Street, London, WC1A 1DG, United Kingdom |
| ViiV Healthcare GmbH | Ordinary | 78.30% | Prinzregentenplatz 9, 81675, Munchen, Germany |
| ViiV Healthcare GmbH | Ordinary | 78.30% | Neuhofstrasse 4, 6340, Baar, Switzerland |
| ViiV Healthcare K.K. | Ordinary | 78.30% | 1-8-1 Akasaka Minato-ku, Tokyo, Japan |
| ViiV Healthcare Limited | A Ordinary (100%);  B Ordinary (0%);  C Ordinary (0%);  D1 Preference (0%);  D2 Ordinary (0%);  Deferred (100%);  E 5% Cumulative Preference  (0%) | 78.30% | GSK Medicines Research Centre, Gunnels Wood Road, Stevenage, SG1 2NY,  United Kingdom |
| ViiV Healthcare Pty Ltd | Ordinary | 78.30% | Level 4, 436 Johnston Street , Abbotsford, Victoria, 3067, Australia |
| ViiV Healthcare Puerto Rico, LLC | LLC Interests | 78.30% | Corporation Service Company Puerto Rico Inc., c/o RVM  Professional Services, LLC, A4 Reparto Mendoza, Humacao  00791, Puerto Rico |
| ViiV Healthcare S.r.l. | Quota | 78.30% | Viale dell’Agricoltura 7, 37135, Verona, Italy |
| ViiV Healthcare SAS | Ordinary | 78.30% | 23 rue François Jacob, 92500, Rueil-Malmaison, France |
| ViiV Healthcare SRL | Ordinary | 78.30% | Avenue Fleming 20, 1300 Wavre, Belgium |
| ViiV Healthcare Trading LLC (ii) | Participation Interest | 78.30% | Leningradskiy Prospect 37A, Building 4, Floor 2, Premises XIV, Room 28, 1251  67, Moscow, Russian Federation |

322

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |
| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Other statutory disclosures continued  Group companies continued | | | | | | | | | | | |

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| Name | Security | Effective %  Ownership | Registered address |
| Subsidiaries where the effective interest is less than 100% continued | | |  |
| ViiV Healthcare Trading Services UK Limited | Ordinary | 78.30% | 79 New Oxford Street, London, WC1A 1DG, United Kingdom |
| ViiV Healthcare UK (No.3) Limited | Ordinary | 78.30% | GSK Medicines Research Centre, Gunnels Wood Road, Stevenage, SG1 2NY,  United Kingdom |
| ViiV Healthcare UK (No.4) Limited | Ordinary | 78.30% | GSK Medicines Research Centre, Gunnels Wood Road, Stevenage, SG1 2NY,  United Kingdom |
| ViiV Healthcare UK (No.5) Limited | Ordinary | 78.30% | GSK Medicines Research Centre, Gunnels Wood Road, Stevenage, SG1 2NY,  United Kingdom |
| ViiV Healthcare UK (No.6) Limited | Ordinary | 78.30% | GSK Medicines Research Centre, Gunnels Wood Road, Stevenage, SG1 2NY,  United Kingdom |
| ViiV Healthcare UK (No.7) Limited | Ordinary | 78.30% | GSK Medicines Research Centre, Gunnels Wood Road, Stevenage, SG1 2NY,  United Kingdom |
| ViiV Healthcare UK Limited | Ordinary | 78.30% | 79 New Oxford Street, London, WC1A 1DG, United Kingdom |
| ViiV Healthcare ULC | Common | 78.30% | 3500 855-2nd Street SW, Calgary AB T2P 4J8, Canada |
| ViiVHIV Healthcare Unipessoal Lda | Quota | 78.30% | Rua Dr Antonio Loureiro Borges No 3, Arquiparque, Miraflores, 1495-131,  Alges, Portugal |

|  |  |  |  |
| --- | --- | --- | --- |
|  |  |  |  |
| Name | Security | Effective %  Ownership | Registered address |
| Associates | | | |
| GlaxoSmithKline Landholding Company, Inc (In  liquidation) | Common | 39.93% | 23rd Floor, The Finance Centre, 26th Street Corner 9th Avenue, Bonifacio  Global City, Taguig City, 1634, Philippines |
| Index Ventures Life VI (Jersey) LP | Partnership Interest  (24.94%) | 24.94% | 44 Esplanade, St Helier, Jersey, JE4 9WG, Channel Islands |
| Kurma Biofund II FCPR | Partnership Interest  (32.06%) | 32.06% | 24 rue Royale, 5th Floor,  75008, Paris, France |
| Longwood Fund I, LP | Partnership Interest  (35%) | 35.00% | The Prudential Tower, Suite 1715, 800 Boylston Street, Boston, MA 02199,  United States |
| Medicxi Ventures I LP | Partnership Interest  (26.10%) | 26.10% | 44 Esplanade, St Helier, Jersey, JE4 9WG, Channel Islands |
| Other significant holdings | | | |
| Global Farm S.A. | A Shares (0%)  B Shares (0%)  C Shares (100%) | 20.00% | Mendoza 1259, Ciudad Autónoma de Buenos Aires, Argentina |
| Longwood Fund II, LP | Partnership Interest  (20.00%) | 20.00% | The Prudential Tower, Suite 1715, 800 Boylston Street, Boston, MA 02199,  United States |
| Sanderling Ventures VII, L.P. A63 | Partnership Interest  (25.31%) | 25.31% | 1300 S. El Camino Real, Suite 203, San Mateo, CA 94402, United States |
| SR One Capital Fund I-B, LP | Partnership Interest  (44%) | 44.00% | Corporation Service Company, 251 Little Falls Drive, City of Wilmington,  County of New Castle, Delaware 19808, United States |
| SR One Capital Fund III, LP | Partnership Interest  (21.08%) | 21.08% | Corporation Service Company, 251 Little Falls, Drive, City of Wilmington,  County of New Castle, Delaware 19808, United States |
| SR One Capital Opportunities Fund I, LP | Partnership Interest  (24.19%) | 24.19% | Corporation Service Company, 251 Little Falls Drive, City of Wilmington,  County of New Castle, Delaware 19808, United States |
| Synapse Investment, LP | Partnership Interest  (50.77%) | 50.77% | Corporation Service Company, 251 Little Falls Drive, City of Wilmington,  County of New Castle, Delaware 19808, United States |

323

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|  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |
| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Other statutory disclosures continued  Group companies continued | | | | | | | | | | | |

The following UK registered subsidiaries will take advantage of the audit exemption set out within Section 479A of the Companies

Act 2006 for the period ended  31 December 2025. Unless otherwise stated, the undertakings listed below are owned, either directly

or indirectly, by GSK plc.

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Name | Security | Effective %  Ownership | Registered address | Company  Number |
| UK registered subsidiaries exempted from audit | |  |  |  |
| Burroughs Wellcome International Limited | Ordinary | 100.00% | 79 New Oxford Street, London, WC1A 1DG, United Kingdom | 00543757 |
| Domantis Limited | Ordinary | 100.00% | GSK Medicines Research Centre, Gunnels Wood Road,  Stevenage, SG1 2NY, United Kingdom | 03907643 |
| Edinburgh Pharmaceutical Industries Limited | Ordinary;  Preference | 100.00% | Shewalton Road, Irvine, Ayrshire, KA11 5AP, United Kingdom | SC005534 |
| Eskaylab Limited | Ordinary | 100.00% | 79 New Oxford Street, London, WC1A 1DG, United Kingdom | 00099025 |
| Glaxo Wellcome UK Limited | Ordinary | 100.00% | GSK Medicines Research Centre, Gunnels Wood Road,  Stevenage, SG1 2NY, United Kingdom | 00480080 |
| Glaxochem (UK) Unlimited | Ordinary;  Ordinary B;  Ordinary C | 100.00% | 79 New Oxford Street, London, WC1A 1DG, United Kingdom | 04299472 |
| GlaxoSmithKline Intellectual Property (No.3) Limited | Ordinary | 100.00% | GSK Medicines Research Centre, Gunnels Wood Road,  Stevenage, SG1 2NY, United Kingdom | 11480952 |
| GlaxoSmithKline Intellectual Property (No.4) Limited | Ordinary | 100.00% | GSK Medicines Research Centre, Gunnels Wood Road,  Stevenage, SG1 2NY, United Kingdom | 11721880 |
| GlaxoSmithKline International Limited | Ordinary | 100.00% | 79 New Oxford Street, London, WC1A 1DG, United Kingdom | 02298366 |
| PHIVCO UK II Limited | Ordinary | 78.30% | GSK Medicines Research Centre, Gunnels Wood Road,  Stevenage, SG1 2NY, United Kingdom | 06944229 |
| PHIVCO UK Limited | Ordinary | 78.30% | GSK Medicines Research Centre, Gunnels Wood Road,  Stevenage, SG1 2NY, United Kingdom | 06944223 |
| SmithKline Beecham (Export) Limited | Ordinary | 100.00% | 79 New Oxford Street, London, WC1A 1DG, United Kingdom | 02860752 |
| SmithKline Beecham (H) Limited | Non-cumulative  Non-redeemable;  Ordinary | 100.00% | 79 New Oxford Street, London, WC1A 1DG, United Kingdom | 03296131 |
| SmithKline Beecham (Investments) Limited | Ordinary | 100.00% | 79 New Oxford Street, London, WC1A 1DG, United Kingdom | 00302065 |
| SmithKline Beecham Marketing and Technical Services  Limited | Ordinary | 100.00% | 79 New Oxford Street, London, WC1A 1DG, United Kingdom | 00494385 |
| SmithKline Beecham Nominees Limited | Ordinary | 100.00% | 79 New Oxford Street, London, WC1A 1DG, United Kingdom | 00503868 |
| SmithKline Beecham Overseas Limited | Ordinary | 100.00% | 79 New Oxford Street, London, WC1A 1DG, United Kingdom | 02552828 |
| Stiefel Laboratories (U.K.) Ltd | Ordinary | 100.00% | 79 New Oxford Street, London, WC1A 1DG, United Kingdom | 00831160 |
| Tesaro UK Limited | Ordinary | 100.00% | 79 New Oxford Street, London, WC1A 1DG, United Kingdom | 07890847 |
| The Wellcome Foundation Limited | Ordinary | 100.00% | 79 New Oxford Street, London, WC1A 1DG, United Kingdom | 00194814 |
| ViiV Healthcare Overseas Limited | Ordinary | 78.30% | 79 New Oxford Street, London, WC1A 1DG, United Kingdom | 07027385 |

In accordance with Section 479C of the Companies Act 2006, the company will guarantee debts and liabilities of the above UK

subsidiary undertakings. As at 31 December 2025 the total sum of these debts and liabilities is £399 million ( 2024  – £370 million).

Key

(i) Directly owned by GSK plc.

(ii) Dormant entity.

(iii) Tax resident in the UK.

(iv) Exempt from the provisions of Regulations 4-6 of the Partnership (Accounts) Regulation 2008, in accordance with the exemptions noted in Regulation

7 of that Regulation.

(v) Incorporated in the Netherlands

324

|  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Strategic report | |  | Corporate governance | |  | Financial statements | |  | Investor information | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Glossary of terms | | | | | | | | | | | |

|  |  |
| --- | --- |
|  |  |
| Terms used in the Annual Report | US equivalent or brief description |
| Accelerated capital allowances | Tax allowance in excess of depreciation arising from the purchase of fixed assets that delay  the charging and payment of tax. The equivalent of tax depreciation. |
| American Depositary Receipt (ADR) | Receipt evidencing title to an ADS. Each GSK ADR represents two Ordinary Shares |
| American Depositary Shares (ADS) | Listed on the New York Stock Exchange; represents two Ordinary Shares |
| Basic earnings per share | Basic income per share |
| Called up share capital | Ordinary Shares, issued and fully paid. |
| CER growth | Growth at constant exchange rates. |
| The Company | GSK plc |
| Currency swap | An exchange of two currencies, coupled with a subsequent re-exchange of those currencies,  at agreed exchange rates and dates |
| Defined benefit plan | Pension plan with specific employee benefits, often called ‘final salary scheme’. |
| Defined contribution plan | Pension plan with specific contributions and a level of pension dependent upon the growth of  the pension fund. |
| Derivative financial instrument | A financial instrument that derives its value from the price or rate of some underlying item |
| Diluted earnings per share | Diluted income per share. |
| Employee Share Ownership Plan Trusts | Trusts established by the Group to satisfy share-based employee incentive plans |
| Equity Shareholders’ funds | Shareholders’ equity. |
| Finance lease | Capital lease. |
| Freehold | Ownership with absolute rights in perpetuity |
| The Group | GSK plc and its subsidiary undertakings. |
| GSK | GSK plc and its subsidiary undertakings. |
| Hedging | The reduction of risk, normally in relation to foreign currency or interest rate movements, by  making off-setting commitments. |
| Intangible fixed assets | Assets without physical substance, such as computer software, brands, licences, patents,  know-how and marketing rights purchased from outside parties. |
| Ordinary share | A fully paid up ordinary share in the capital of the Company. |
| Profit | Income |
| Profit attributable to shareholders | Net income |
| Share capital | Ordinary Shares, capital stock or common stock issued and fully paid. |
| Share option | Stock option. |
| Share premium account | Additional paid-up capital or paid-in surplus (not distributable). |
| Shares in issue | The number of shares outstanding. |
| Subsidiary | An entity in which GSK exercises control. |
| Treasury share | Treasury stock. |
| Turnover | Revenue. |
| UK Corporate Governance Code | As required by the UK Listing Authority, the company has disclosed in the Annual Report how  it has applied the best practice corporate governance provisions of the Financial Reporting  Council’s UK Corporate Governance Code. |

325

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |
| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Glossary of terms continued | | | | | | | | | | | |

The following abbreviations and expressions have the meanings given below when used in this Annual Report:

|  |  |
| --- | --- |
|  |  |
| Terms used in the Annual Report | Brief description |
| 1L | First line |
| 2L | Second line |
| ACIP | Advisory Committee on Immunization Practices |
| ADC | Antibody-drug-conjugates |
| ADP | Adenosine diphosphate |
| AMP | Average manufacturer price |
| ASO | Antisense oligonucleotide |
| AS03 | Adjuvant system 03 |
| Bnab | Broadly neutralising antibody |
| CCL | Contingent consideration liability |
| CDC | Centre for Disease Control and Prevention |
| CHMP | Committee for Medicinal Products for Human Use |
| CMS | Centre for Medicare & Medicaid Services |
| COPD | Chronic obstructive pulmonary disease |
| CROI | Conference on Retroviruses and Opportunistic Infections |
| CRSwNP | Chronic rhinosinusitis with nasal polyps |
| cUTIs | complicated urinary tract infections |
| dMMR | Deficient mismatch repair |
| DTG | Dolutegravir |
| EGPA | Eosinophilic granulomatosis with polyangiitis |
| ERO | Enterprise Risk Owner |
| ES | Extensive stage |
| ESOP | Employee share ownership plan |
| FDA | Food and Drug Administration |
| GIST | Gastrointestinal stromal tumours |
| HBV | Hepatitis B virus |
| HES | Hypereosinophilic syndrome |
| IBATi | Ileal bile acid transporter inhibitor |
| Insti | Integrase nuclear strand transfer inhibitors |
| IRA | Inflation Reduction Act |
| JAK | Janus kinase inhibitor |
| JAK1/JAK2 and ACVR1 | once a-day, oral JAK1/JAK2 and activin A receptor type 1 (ACVR1) inhibitor |
| LA | Long acting includes Cabenuva and Apretude |
| MAPS | Multi antigen presenting system |
| MASH | Metabolic dysfunction-associated steatohepatitis |
| MDS | Myelodysplastic Syndromes |
| MGMT glioblastoma | methylated DNA protein cysteine methyltransferase |
| MMR/V | Measles, mumps, rubella and varicella |
| Mo-Rez | mocertatug rezetecan |
| mRNA | messenger ribonucleic acid |
| MSI-H | Microsatellite Instability-High |
| OA | Older adults |
| ODAC | Oncologic Drugs Advisory Committee |
| OECD | Organisation for Economic Co-operation and Development |
| Oral 2DR | Oral 2 drug regimen includes Dovato and Juluca |
| PARP | a Poly ADP ribose polymerase |

326

|  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |
| [Strategic report](#ia0478a7d9608435797b09f6fdeba7f82_25) | |  | [Corporate governance](#ia0478a7d9608435797b09f6fdeba7f82_253) | |  | [Financial statements](#ia0478a7d9608435797b09f6fdeba7f82_340) | |  | [Investor information](#ia0478a7d9608435797b09f6fdeba7f82_553) | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Glossary of terms continued | | | | | | | | | | | |

|  |  |
| --- | --- |
|  |  |
| Terms used in the Annual Report | Brief description |
| PBC | Primary biliary cholangitis |
| PD-1 | a programmed death receptor-1 blocking antibody |
| PDUFA | Prescription Drug User Fee Act |
| PK | Pharmacokinetics |
| ppts | percentage points |
| PrEP | pre-exposure prophylaxis |
| PYS | Peak year sales |
| Q4M | every 4 months |
| Q6M | every 6 months |
| RCC | Refractory chronic cough |
| Ris-Rez | risvutatug rezetecan |
| RNS | Regulatory news service |
| RSV | Respiratory syncytial virus |
| SCLC | small cell lung cancer |
| SITT | Single inhaler triple therapy |
| SLD | Steatotic liver disease |
| TIGIT | T cell immunoreceptor with Ig and ITIM domains |
| TIM3 | T-cell membrane protein-3 |
| TSLP | Long-acting anti-thymic stromal lymphopoietin monoclonal |
| ULA | Ultra long acting |
| uUTIs | uncomplicated urinary tract infections |

327

|  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Strategic report | |  | Corporate governance | |  | Financial statements | |  | Investor information | | GSK Annual Report 2025 |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Index | | | | | | | | | | | |

About GSK[328](#ia0478a7d9608435797b09f6fdeba7f82_706)

Access[49](#ia0478a7d9608435797b09f6fdeba7f82_127)

Accounting principles and policies[191](#ia0478a7d9608435797b09f6fdeba7f82_379)

Acquisitions and disposals[242](#ia0478a7d9608435797b09f6fdeba7f82_514)

Adjusting items[95](#ia0478a7d9608435797b09f6fdeba7f82_214)

Adjustments reconciling Total profit after tax to operating

cash flows[245](#ia0478a7d9608435797b09f6fdeba7f82_517)

Annual General Meeting 2026[308](#ia0478a7d9608435797b09f6fdeba7f82_667)

Approach to tax[104](#ia0478a7d9608435797b09f6fdeba7f82_232)

Assets and liabilities held for sale[220](#ia0478a7d9608435797b09f6fdeba7f82_463)

Associates and joint ventures[208](#ia0478a7d9608435797b09f6fdeba7f82_415)

Audit & Risk Committee report[134](#ide506648767f48e7b857c8a3ecfbbb8f_0-0-1-1-986070)

Board activities[121](#ia0478a7d9608435797b09f6fdeba7f82_274)

Business model[2](#ia0478a7d9608435797b09f6fdeba7f82_31)

Cash and cash equivalents[220](#ia0478a7d9608435797b09f6fdeba7f82_460)

Cash generation and conversion[98](#ia0478a7d9608435797b09f6fdeba7f82_220)

CEO’s statement[10](#ia0478a7d9608435797b09f6fdeba7f82_43)

Chair’s statement[8](#ia0478a7d9608435797b09f6fdeba7f82_37)

Chair’s Governance statement[115](#ia0478a7d9608435797b09f6fdeba7f82_265)

Climate-related financial disclosure[69](#ia0478a7d9608435797b09f6fdeba7f82_166)

Commercial operations[35](#ia0478a7d9608435797b09f6fdeba7f82_91)

Commitments[236](#ia0478a7d9608435797b09f6fdeba7f82_496)

Continuous engagement and key decisions[121](#ia0478a7d9608435797b09f6fdeba7f82_274)

Consolidated balance sheet[187](#ia0478a7d9608435797b09f6fdeba7f82_361)

Consolidated cash flow statement[189](#ia0478a7d9608435797b09f6fdeba7f82_367)

Consolidated income statement[186](#ia0478a7d9608435797b09f6fdeba7f82_355)

Consolidated statement of changes in equity[188](#ia0478a7d9608435797b09f6fdeba7f82_364)

Consolidated statement of comprehensive income[186](#ia0478a7d9608435797b09f6fdeba7f82_358)

Contingent consideration liabilities[234](#ia0478a7d9608435797b09f6fdeba7f82_484)

Contingent liabilities[235](#ia0478a7d9608435797b09f6fdeba7f82_493)

Corporate governance[108](#ia0478a7d9608435797b09f6fdeba7f82_253)

Corporate governance architecture[118](#ia0478a7d9608435797b09f6fdeba7f82_268)

Corporate Responsibility Committee report[132](#i0e622d3599e14f97aa9ea42d769d89f9_0-0-1-1-842536)

Critical accounting judgements and key sources of

estimation uncertainty[198](#ia0478a7d9608435797b09f6fdeba7f82_382)

Critical accounting policies[106](#ia0478a7d9608435797b09f6fdeba7f82_244)

Directors and senior management[168](#ia0478a7d9608435797b09f6fdeba7f82_5643)

Directors’ interests in shares[164](#ia0478a7d9608435797b09f6fdeba7f82_5617)

Directors’ report[169](#ia0478a7d9608435797b09f6fdeba7f82_334)

Directors’ statement of responsibilities[172](#ia0478a7d9608435797b09f6fdeba7f82_343)

Dividends[212](#ia0478a7d9608435797b09f6fdeba7f82_424)

Donations to political organisations and political

expenditure[315](#ia0478a7d9608435797b09f6fdeba7f82_694)

Earnings per share[212](#ia0478a7d9608435797b09f6fdeba7f82_421)

Employee costs[206](#ia0478a7d9608435797b09f6fdeba7f82_400)

Employee share schemes[266](#ia0478a7d9608435797b09f6fdeba7f82_526)

Employees by gender[77](#ia0478a7d9608435797b09f6fdeba7f82_181)

Environment[52](#ia0478a7d9608435797b09f6fdeba7f82_136)

Ethical standards[56](#ia0478a7d9608435797b09f6fdeba7f82_142)

Exchange rates[200](#ia0478a7d9608435797b09f6fdeba7f82_388)

Finance expense[208](#ia0478a7d9608435797b09f6fdeba7f82_412)

Finance income[208](#ia0478a7d9608435797b09f6fdeba7f82_409)

Financial calendar 2026[308](#ia0478a7d9608435797b09f6fdeba7f82_664)

Financial instruments and related disclosures[248](#ia0478a7d9608435797b09f6fdeba7f82_523)

Financial performance[88](#ia0478a7d9608435797b09f6fdeba7f82_549755819154)

Financial performance summary[83](#ia0478a7d9608435797b09f6fdeba7f82_199)

Financial position and resources[99](#ia0478a7d9608435797b09f6fdeba7f82_226)

Financial record[280](#ib0a5c852a1d04959a47c002342e0ff13_0-0-1-1-842536)

Financial statements[171](#ia0478a7d9608435797b09f6fdeba7f82_340)

General Medicines[42](#ia0478a7d9608435797b09f6fdeba7f82_109)

Global health and health security[51](#ia0478a7d9608435797b09f6fdeba7f82_133)

Glossary of terms[324](#ia0478a7d9608435797b09f6fdeba7f82_700)

Goodwill[215](#ia0478a7d9608435797b09f6fdeba7f82_433)

Group companies[316](#ia0478a7d9608435797b09f6fdeba7f82_697)

Group financial review[80](#ia0478a7d9608435797b09f6fdeba7f82_196)

Executive Committee[113](#ia0478a7d9608435797b09f6fdeba7f82_262)

GSK plc (parent company) accounts - UK GAAP[274](#ia0478a7d9608435797b09f6fdeba7f82_544)

Inclusion[55](#ia0478a7d9608435797b09f6fdeba7f82_139)

Independent Auditor’s report[174](#ia0478a7d9608435797b09f6fdeba7f82_349)

Investments in associates and joint ventures[218](#ia0478a7d9608435797b09f6fdeba7f82_442)

Investor information[279](#ia0478a7d9608435797b09f6fdeba7f82_553)

Investor relations[312](#i63a5214a6d2f46a3b8b08f7d6175f733_5952)

Key approvals in 2025[6](#ia0478a7d9608435797b09f6fdeba7f82_4924)

Key performance indicators[4](#ia0478a7d9608435797b09f6fdeba7f82_34)

Legal proceedings[269](#ia0478a7d9608435797b09f6fdeba7f82_538)

Manufacturing and supply[44](#ia0478a7d9608435797b09f6fdeba7f82_112)

Major restructuring costs[207](#ia0478a7d9608435797b09f6fdeba7f82_406)

Movements in equity[238](#ia0478a7d9608435797b09f6fdeba7f82_505)

Net debt[222](#ia0478a7d9608435797b09f6fdeba7f82_472)

New accounting requirements[200](#ia0478a7d9608435797b09f6fdeba7f82_385)

Nominations & Corporate Governance Committee report[129](#idbc74fbac17c4852b8a2d5940bdb8a8d_0-0-1-1-842536)

Non-controlling interests[241](#ia0478a7d9608435797b09f6fdeba7f82_508)

Non-controlling interests in ViiV Healthcare[86](#ib223b6a734e44aa5ae512482c7fbeea0_45690)

Non-Executive Directors’ fees[158](#ia0478a7d9608435797b09f6fdeba7f82_5590)

Non-financial and sustainability information statement[77](#ia0478a7d9608435797b09f6fdeba7f82_178)

Notes to the financial statements[190](#ia0478a7d9608435797b09f6fdeba7f82_370)

Operating profit[205](#ia0478a7d9608435797b09f6fdeba7f82_397)

Other intangible assets[216](#ia0478a7d9608435797b09f6fdeba7f82_436)

Other investments[218](#ia0478a7d9608435797b09f6fdeba7f82_448)

Other non-current assets[219](#ia0478a7d9608435797b09f6fdeba7f82_451)

Other non-current liabilities[235](#ia0478a7d9608435797b09f6fdeba7f82_490)

Other operating income/(expense)[204](#ia0478a7d9608435797b09f6fdeba7f82_394)

Other provisions[233](#ia0478a7d9608435797b09f6fdeba7f82_481)

Our culture and people[59](#ia0478a7d9608435797b09f6fdeba7f82_148)

Our external environment [11](#ia0478a7d9608435797b09f6fdeba7f82_49)

Pensions and other post-employment benefits[224](#ia0478a7d9608435797b09f6fdeba7f82_475)

Pharmaceutical products and intellectual property[287](#ia0478a7d9608435797b09f6fdeba7f82_571)

Pipeline[34](#ia0478a7d9608435797b09f6fdeba7f82_88)

Post balance sheet events[273](#ia0478a7d9608435797b09f6fdeba7f82_541)

Presentation of the financial statements[190](#ia0478a7d9608435797b09f6fdeba7f82_373)

Principal Group companies[268](#ia0478a7d9608435797b09f6fdeba7f82_532)

Principal risks and uncertainties[289](#ia0478a7d9608435797b09f6fdeba7f82_577)

Principal risks 2025 summary[66](#ia0478a7d9608435797b09f6fdeba7f82_163)

Product governance[58](#i9011ecacdb5844c8b8128b8e6e8a2c8b_0-0-1-1-842536)

Property, plant and equipment[213](#ia0478a7d9608435797b09f6fdeba7f82_427)

Reconciliation of net cash flow to movement in net debt[246](#ia0478a7d9608435797b09f6fdeba7f82_520)

Registrar[311](#i63a5214a6d2f46a3b8b08f7d6175f733_5953)

Related party transactions[241](#ia0478a7d9608435797b09f6fdeba7f82_511)

Remuneration Committee Chair's annual statement[140](#ia0478a7d9608435797b09f6fdeba7f82_5493)

Remuneration governance[160](#ia0478a7d9608435797b09f6fdeba7f82_5598)

Remuneration report[140](#ia0478a7d9608435797b09f6fdeba7f82_5493)

Reporting framework[84](#ia0478a7d9608435797b09f6fdeba7f82_202)

Research and development[14](#ia0478a7d9608435797b09f6fdeba7f82_52)

Responsible business[47](#ia0478a7d9608435797b09f6fdeba7f82_115)

Responsible use of data and AI[57](#if95d4a39630c4dafb398e2d404a5297f_63157)

Right of use assets[214](#ia0478a7d9608435797b09f6fdeba7f82_430)

Risk management[63](#ia0478a7d9608435797b09f6fdeba7f82_157)

Science Committee report[131](#i78880035d42641ad9d426436d6b088bb_0-0-1-1-842536)

Section 172 statement[77](#ia0478a7d9608435797b09f6fdeba7f82_6368)

Share capital and control[305](#ia0478a7d9608435797b09f6fdeba7f82_655)

Share capital and share premium account[236](#ia0478a7d9608435797b09f6fdeba7f82_499)

Shareholder information[305](#ia0478a7d9608435797b09f6fdeba7f82_652)

Shareholder services and contacts[311](#i0fde47c5102c4af88ee556b1006952ec_0-0-1-1-842536)

Specialty Medicines[37](#ia0478a7d9608435797b09f6fdeba7f82_100)

Strategic report[1](#ia0478a7d9608435797b09f6fdeba7f82_25)

Summary full year results[80](#ia0478a7d9608435797b09f6fdeba7f82_196)

Task Force on Climate-related Financial Disclosures[69](#ia0478a7d9608435797b09f6fdeba7f82_166)

Taxation[209](#ia0478a7d9608435797b09f6fdeba7f82_418)

Tax information for shareholders[309](#ia0478a7d9608435797b09f6fdeba7f82_670)

The Board[109](#ia0478a7d9608435797b09f6fdeba7f82_259)

Trade and other payables[221](#ia0478a7d9608435797b09f6fdeba7f82_466)

Trade and other receivables[219](#ia0478a7d9608435797b09f6fdeba7f82_457)

Treasury policies[105](#ia0478a7d9608435797b09f6fdeba7f82_235)

Turnover and segment information[201](#ia0478a7d9608435797b09f6fdeba7f82_391)

US law and regulation[313](#ia0478a7d9608435797b09f6fdeba7f82_682)

Vaccines[39](#ia0478a7d9608435797b09f6fdeba7f82_106)

Vaccines and intellectual property[288](#ia0478a7d9608435797b09f6fdeba7f82_574)

Viability statement[78](#ia0478a7d9608435797b09f6fdeba7f82_187)

328

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |
| About GSK | | | | | | | | |

GSK plc was incorporated as GlaxoSmithKline

plc, an English  public limited company  on

6 December 1999. We were formed by a merger

between Glaxo Wellcome plc and SmithKline

Beecham plc. GSK acquired these two English

companies on 27 December 2000 as part of the

merger arrangements.  Effective 15 May 2022

GlaxoSmithKline plc changed its name to

GSK plc . On 18 July 2022, GSK plc separated

its Consumer Healthcare business from the

GSK Group to form Haleon plc, an independent

listed company.

Our shares are listed on the London Stock

Exchange and the New York Stock Exchange.

gsk.com

Brand names appearing in italics throughout this report are trade marks

either owned by and/or licensed to GSK or associated companies.

All other trade marks are the property of their respective owners.

Printed sustainably in the UK by Pureprint, a CarbonNeutral® company

with FSC® chain of custody and an ISO 14001 certified environmental

management system recycling over 99% of all dry waste.

Printed on Life Eco 100 a High white recycled paper and board made

with 100% recycle fibres, FSC certified.

![New IBC recycled logo.jpg]()

Download PDFs:

– Annual Report 2025

– Form 20-F

– ESG Performance Report 2025

– Full-year and Fourth Quarter 2025 Results

Cautionary statement regarding

forward-looking statements

This document and the Group’s other reports published

or filed with or furnished to the US Securities and

Exchange Commission (SEC), and any other written

information released, or oral statements made, to the

public in the past or future by or on behalf of the Group,

may contain forward-looking statements. Forward-

looking statements give the Group’s current

expectations or forecasts of future events.

An investor can identify these statements by the fact

that they do not relate strictly to historical or current

facts. They use words such as ‘anticipate’, ‘estimate’,

‘expect’, ‘intend’, ‘will’, ‘project’, ‘plan’, ‘believe’, ‘target’,

‘outlook’, ‘aim’, ‘ambition’, ‘could’, ‘goal’, ‘may’, ‘seek’,

‘should’ and other words and terms of similar meaning

in connection with any discussion of future operating or

financial performance. In particular, these include

statements relating to future actions, prospective

products or product approvals, future performance or

results of current and anticipated products, sales

efforts, expenses, the outcome of contingencies such as

legal proceedings, dividend payments and financial

results. Other than in accordance with its legal or

regulatory obligations (including under the Market

Abuse Regulation, the UK Listing Rules and the

Disclosure and Transparency Rules of the Financial

Conduct Authority), the Group undertakes no obligation

to update any forward-looking statements, whether as

a result of new information, future events or otherwise.

The reader should, however, consult any additional

disclosures that the Group may make in any documents

which it publishes and/or files with the SEC. All readers,

wherever located, should take note of these disclosures.

Accordingly, no assurance can be given that any

particular expectation will be met and readers are

cautioned not to place undue reliance on the forward-

looking statements.

Forward-looking statements are subject to

assumptions, inherent risks and uncertainties, many of

which relate to factors that are beyond the Group’s

control or precise estimate. The Group cautions

investors that a number of important factors, including

those in this document, could cause actual results to

differ materially from those expressed or implied in any

forward-looking statement. Such factors include, but

are not limited to, those discussed under ‘Principal risks

and uncertainties’ on pages [289](#ia0478a7d9608435797b09f6fdeba7f82_577) to [304](#i48a0d6fcea594614b1948d69b7cef55f_31453) of this Annual

Report. Any forward-looking statements made by or on

behalf of the Group speak only as of the date they are

made and are based upon the knowledge and

information available to the Directors on the date of

this report.

A number of non-IFRS measures are used to report the

performance of our business. These measures are

defined on pages [85](#i6659a48ec2a54076be2c65fe7ef293bb_0-0-1-1-842536) to [86](#ib223b6a734e44aa5ae512482c7fbeea0_45690) and a reconciliation of Core

results to Total results is set out on pages [95](#ia0478a7d9608435797b09f6fdeba7f82_214) to [96](#ie208cea070bb42209fe77f998f6d0745_0-0-1-1-842536).

The information in this document does not constitute an

offer to sell or an invitation to buy shares in GSK plc or

an invitation or inducement to engage in any other

investment activities. Past performance cannot be

relied upon as a guide to future performance. Nothing

in this Annual Report should be construed as a profit

forecast.

Assumptions and basis of preparation related to 2026

Guidance, 2021-26 and 2031 Outlooks

All guidance, outlooks and expectations should be read

together with the guidance and outlooks, assumptions

and cautionary statements in this Annual Report and

the Group's Q4 2025 earnings release.

In outlining the guidance for 2026 and outlooks for the

period 2021-2026 and for 2031, the Group has made

certain assumptions about the macro-economic

environment, the healthcare sector (including regarding

existing and possible additional governmental

legislative and regulatory reform), the different markets

and competitive landscape in which the Group

operates and the delivery of revenues and financial

benefits from its current portfolio, its development

pipeline and restructuring programmes.

2026 Guidance

These planning assumptions as well as operating profit

and earnings per share guidance and dividend

expectations assume no material interruptions to supply

of the Group’s products, no material mergers,

acquisitions or disposals, no material litigation or

investigation costs for the company (save for those that

are already recognised or for which provisions have

been made) and no change in the Group’s

shareholdings in ViiV Healthcare. The assumptions also

assume no material changes in the healthcare

environment or unexpected significant changes in

pricing or trade policies as a result of government or

competitor action. The 2026 guidance factors in all

divestments and product exits announced to date.

2021-26 and 2031 Outlooks

The assumptions for GSK’s revenue, Core operating

profit, Core operating margin and cash flow outlooks,

2031 revenue outlook and margin expectations through

dolutegravir loss of exclusivity assume the delivery of

revenues and financial benefits from its current and

development pipeline portfolio of medicines and

vaccines (which have been assessed for this purpose on

a risk-adjusted basis, as described further below);

regulatory approvals of the pipeline portfolio of

medicines and vaccines that underlie these

expectations (which have also been assessed for this

purpose on a risk-adjusted basis, as described further

below); no material interruptions to supply of the

Group’s products; successful delivery of the ongoing

and planned integration and restructuring plans; no

material mergers, acquisitions or disposals or other

material business development transactions;

no material litigation or investigation costs for the

company (save for those that are already recognised or

for which provisions have been made) and no change

in the Group’s shareholdings in ViiV Healthcare. GSK

assumes no premature loss of exclusivity for key

products over the period.

The assumptions for GSK’s revenue, Core operating

profit, Core operating margin and cash flow outlooks,

2031 revenue outlook and margin expectations through

dolutegravir loss of exclusivity also factor in all

divestments and product exits announced to date as

well as material costs for investment in new product

launches and R&D. Risk-adjusted sales includes sales

for potential planned launches which are risk-adjusted

based on the latest internal estimate of the probability

of technical and regulatory success for each asset in

development.

Notwithstanding our guidance, outlooks and

expectations, there is still uncertainty as to whether our

assumptions, guidance, outlooks and expectations will

be achieved.

All outlook statements are given on a constant currency

basis and use 2025 average exchange rates as a base

(£1/$1.31, £1/€1.17, £1/Yen 198). 2021-2026 outlook refers

to the 5 years to 2026 with 2021 as the base year.

Notice regarding limitations on Director Liability under

English Law

Under the UK Companies Act 2006, a safe harbour

limits the liability of Directors in respect of statements in

and omissions from the Directors’ report (for which see

page [169](#ia0478a7d9608435797b09f6fdeba7f82_334)), the Strategic report and the Remuneration

report. Under English law the Directors would be liable

to the company, but not to any third party, if one or

more of these reports contained errors as a result of

recklessness or knowing misstatement or dishonest

concealment of a material fact, but would otherwise

not be liable. Pages [169](#ia0478a7d9608435797b09f6fdeba7f82_334) to [170](#id03fa21485584402837b053c7fff8ab3_5633) inclusive comprise the

Directors’ report, pages [1](#ia0478a7d9608435797b09f6fdeba7f82_25) to [78](#ia0478a7d9608435797b09f6fdeba7f82_187) inclusive comprise the

Strategic report and pages [140](#ia0478a7d9608435797b09f6fdeba7f82_5493) to [168](#i00f893011fe649bc9fb9b7eb50c0fe3a_2669) inclusive

comprise the Remuneration report, each of which have

been drawn up and presented in accordance with and

in reliance upon English company law and the liabilities

of the Directors in connection with these reports shall

be subject to the limitations and restrictions provided

by such law.

Website

GSK’s website www.gsk.com gives additional

information on the Group. Notwithstanding the

references we make in this Annual Report to GSK’s

website, none of the information made available on the

website constitutes part of this Annual Report or shall

be deemed to be incorporated by reference herein.

Head Office and Registered Office

GSK plc

79 New Oxford Street

London

United Kingdom

WC1A 1DG

Tel: +44 (0)20 8047 5000

Registered number: 3888792