Emergent Biosolutions (ER4) Risk Analysis

In recent years, some stockholders have placed increasing pressure on publicly traded companies in our industry and others to effect changes to corporate governance practices, executive compensation practices, social and environmental practices, disclosures related to certain matters and to undertake certain corporate actions. Stockholders may advocate for companies to take varied, and at times conflicting, approaches toward these issues. In this dynamic landscape, we can provide no assurance that stockholders will not publicly advocate for us to make changes to one or more of these areas or to engage, or not to engage, in certain corporate actions. Responding to challenges from stockholders, such as stockholder proposals, media campaigns, proxy contests or other public or private means, could be costly and time consuming and could have an adverse effect on our reputation and divert the attention and resources of management and our board of directors, which could have an adverse effect on our business and operational results. Any such stockholder actions or requests, or the mere public presence of stockholders with a reputation for taking such actions among our investor base, could also cause the market price of our common stock to experience periods of increased volatility.

Provisions in our certificate of incorporation and by-laws may discourage, delay or prevent a merger, acquisition or other changes in control that stockholders may consider favorable, including transactions in which stockholders might otherwise receive a premium for their shares. These provisions may also prevent or frustrate attempts by our stockholders to replace or remove our management. These provisions include: - the classification of our directors;- limitations on changing the size of our board of directors;- limitations on the removal of directors;- limitations on filling vacancies on the board of directors;- advance notice requirements for stockholder nominations of candidates for election to the board of directors and other proposals to be voted on at meetings of stockholders;- the inability of stockholders to act by written consent;- the inability of stockholders to call special meetings; and - the ability of our board of directors to designate the terms of and issue a new series of preferred stock without stockholder approval. The affirmative vote of a majority of our board of directors or the holders of our capital stock representing at least 75% of the voting power of all outstanding stock entitled to vote is required to amend or repeal the above provisions of our certificate of incorporation or by-laws. The affirmative vote of either a majority of the directors present at a meeting of our board of directors or holders of our capital stock representing at least 75% of the voting power of all outstanding stock entitled to vote is required to amend or repeal our by-laws. In addition, we are subject to Section 203 of the Delaware General Corporation Law ("Section 203"). In general and subject to certain exceptions, Section 203 prohibits a publicly-held corporation from engaging in a business combination with an interested stockholder, generally a person which, together with its affiliates, owns or within the last three years has owned 15% or more of the corporation's voting stock, for a period of three years after the date of the transaction in which the person became an interested stockholder, unless the business combination is approved in a prescribed manner. Accordingly, Section 203 may discourage, delay or prevent a change in control of us.

Our board of directors may adopt a stockholder rights plan without stockholder approval, which may have anti-takeover effects, potentially preventing a change in control of us in instances in which some stockholders may believe a change in control is in their best interests. This could cause substantial dilution to a person or group that attempts to acquire us on terms that our board of directors does not believe are in our best interests or those of our stockholders and may discourage, delay or prevent a merger or acquisition that stockholders may consider favorable, including transactions in which stockholders might otherwise receive a premium for their shares.

The price of our common stock has been, and is likely to continue to be, volatile. The market price of our common stock could fluctuate significantly for many reasons, including in response to the risks described in this "Risk Factors" section, or for reasons unrelated to our operations, such as reports by industry analysts, investor perceptions or negative announcements by our customers, competitors or suppliers regarding their own performance, as well as industry conditions and general financial, economic and political instability. From January 1, 2023 through December 31, 2025, our common stock traded as high as $16.66 per share and as low as $1.42 per share. The market price of our common stock may be influenced by many factors, including, among others: - contracts, decisions and procurement policies by the USG, and the addition or loss of any other customer affecting our anthrax vaccines and our other products and product candidates;- CDMO contracts with collaboration partners;- the success of competitive products or technologies;- results of clinical and non-clinical trials of our product candidates;- announcements of acquisitions, financings or other transactions by us;- current or future litigation, legal proceedings, or governmental investigations;- regulatory or public concern as to the safety of our products;- termination or delay of a development program;- the recruitment or departure of key personnel;- variations in our product revenue and profitability; and - the other factors described in this "Risk Factors" section.