News Release Details

UNITED STATES DISTRICT COURT

DISTRICT OF MARYLAND

TO:     ALL PERSONS AND ENTITIES WHO HOLD EMERGENT BIOSOLUTIONS INC. COMMON STOCK AS OF FEBRUARY 24, 2025.

PLEASE READ THIS NOTICE CAREFULLY AND IN ITS ENTIRETY.  YOUR RIGHTS WILL BE AFFECTED BY THE ACTIONS.

YOU ARE HEREBY NOTIFIED that this Summary Notice relates to a proposed settlement (“Settlement”) of the following derivative actions: In re Emergent BioSolutions Inc. Stockholder Deriv. Litig.,Lead Case No. 8:21-cv-01595-DLB, pending in the U.S. District Court for the District of Maryland (the “Federal Demand Futility Action”), In re Emergent BioSolutions Inc. Derivative Litigation, Case No. 2021-0974-MTZ, pending in the Delaware Court of Chancery (the “Delaware Demand Futility Action”); Elton v. Kramer, et al., Case No. C-15-CV-21-000496, pending in the Circuit Court of Maryland for Montgomery County (the “Maryland Demand Futility Action”); In Re Emergent BioSolutions Inc. Demand Refused Stockholder Derivative Litigation, Master File No. 8:23-cv-02969-DLB, pending in the U.S. District Court for the District of Maryland (the “Federal Demand Refused Action”); and Andrews v. Kramer, C.A. No. 2024-0925-MTZ, pending in the Delaware Court of Chancery (the “Delaware Demand Refused Action”) (collectively, the “Derivative Actions”).  If the Court approves the proposed Settlement, you shall be forever barred from contesting the fairness, adequacy, and reasonableness of the proposed Settlement and from pursuing the Released Plaintiffs’ Claims.

YOU ARE HEREBY NOTIFIED that the terms and conditions of the proposed Settlement are set out in a Stipulation and Agreement of Settlement entered into on February 24, 2025 (the “Stipulation”).

A more detailed description of the Derivative Actions and the Settlement are set forth in the Stipulation as well as the full Notice of Pendency and Proposed Settlement of Derivative Actions (“Long-Form Notice”), both of which are publicly available for review on the “Investor Relations” page of Emergent’s corporate website, at http://investors.emergentbiosolutions.com.  All capitalized terms used in this Summary Notice that are not otherwise defined herein have the meanings provided in the Stipulation and/or Long-Form Notice.

In summary, the Settlement provides for the release of Released Claims, subject to the terms and conditions of the Stipulation, in consideration for: (i) payment of the sum of $15,000,000 to Emergent from the proceeds of certain insurance policies specified in the Stipulation; and (ii) Emergent’s agreement to adopt, implement, and maintain certain corporate governance measures specified in Exhibit A of the Stipulation, including, among other measures:  (1) enhancements to the structure and functions of the Emergent Board of Director’s (the “Board”) Quality, Compliance, Manufacturing and Risk Management Committee designed to strengthen oversight of legal-regulatory compliance, particularly with respect to manufacturing operations, and correlative enhancements to management- and facilities-level monitoring and reporting functions; (2) enhancements to the Board’s Compensation Committee functions, including administration of a strengthened Compensation Recovery Policy and related disclosures, and development and administration of executive compensation policies tying executive and employee incentive compensation to performance on specified compliance and quality control metrics; (3) enhanced rules for reporting and escalation of material incidents or patterns of material incidents at Emergent manufacturing facilities to the Board; (4) enhanced annual disclosure of material compliance or regulatory issues; (5) enhanced risk assessment and response training for directors, officers, employees, and contractors; and (6) enhanced standards and supervision of Rule 10b-5-1 trading plans.  The entire consideration for the Settlement and all material terms and conditions of the Settlement are set forth in the Stipulation and Exhibits thereto.

A hearing will be held on August 6, 2025 at 10:00 a.m., in person at United States District Court for the District of Maryland, 6500 Cherrywood Lane, Suite 445, Greenbelt, MD 20770 (the “Settlement Hearing”), to consider whether the Judgment, substantially in the form of Exhibit E to the Stipulation, should be entered: (i) finally approving the terms of the Settlement as fair, reasonable, and adequate and in the best interests of Emergent and Emergent’s stockholders; (ii) dismissing with prejudice Released Plaintiffs’ Claims against Released Defendants’ Persons pursuant to the terms of the Stipulation; and (iii) ruling upon Plaintiffs’ application for an award of attorneys’ fees and expenses to Plaintiffs’ Counsel and service awards to Plaintiffs.  Any updates regarding the Settlement Hearing, including any changes to the date or time of the hearing or updates regarding in-person or remote appearances at the hearing, will be posted to the docket of the Court.

If you owned Emergent common stock as of February 24, 2025 and continue to hold such common stock as of the date of the Settlement Hearing, you may, if you wish, appear at the Settlement Hearing to show cause why the proposed Settlement, Judgment, and Plaintiffs’ application for an award of attorneys’ fees and expenses to Plaintiffs’ Counsel and service awards to Plaintiffs should not be approved and entered.  Any such objections must be filed with the Court and served on Plaintiffs’ Counsel and counsel for Emergent no later than July 16, 2025, in accordance with the instructions set forth in the Long-Form Notice.

PLEASE NOTE: Because the Settlement involves the resolution of stockholder derivative actions, which were brought on behalf of and for the benefit of the Company, the benefits from the Settlement will go to Emergent.  Current Emergent Stockholders will not receive any direct payment as a result of the Settlement.  ACCORDINGLY, THERE IS NO PROOF OF CLAIM FORM FOR STOCKHOLDERS TO SUBMIT IN CONNECTION WITH THIS SETTLEMENT.

STOCKHOLDERS ARE NOT REQUIRED TO TAKE ANY ACTION IN RESPONSE TO THIS SUMMARY NOTICE.

Questions regarding this Summary Notice, the Derivative Actions, and the Settlement should be made to the following counsel for Federal Demand Futility Plaintiffs:

By Order of the Court