Silence Therapeutics: Entry Into A Material Definitive Agreement, Other Events, Exhibits

Item 1.01 Entry into a Material Definitive Agreement. On August 11, 2026, Silence Therapeutics plc (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Jefferies LLC and Morgan Stanley & Co. LLC, as representatives of the several underwriters set forth therein (collectively, the “Underwriters”), to issue and sell 12,962,963 American Depositary Shares (the “ADSs”) of the Company, each representing three ordinary shares, nominal value £0.05 per share in the capital of the Company (the “Ordinary Shares”), in an underwritten public offering (the “Offering”) pursuant to an effective shelf registration statement on Form S-3 (File No. 333-295992) (the “Registration Statement”) and a related prospectus and prospectus supplement, as well as a related registration statement on Form S-3MEF, in each case filed with the Securities and Exchange Commission (the “SEC”). The offering price to the public is $13.50 per ADS. The Underwriters have agreed to purchase the ADSs from the Company pursuant to the Underwriting Agreement at a price of $12.69 per ADS. In addition, the Company granted the Underwriters an option to purchase, for a period of 30 days, up to an additional 1,944,444 ADSs. The Company estimates that the net proceeds from the Offering will be approximately $164.0 million, or approximately $188.7 million if the Underwriters exercise in full their option to purchase additional ADSs, in each case after deducting underwriting discounts and commissions and estimated offering expenses. The closing of the Offering is expected to occur on August 13, 2026, subject to customary closing conditions. The Underwriting Agreement contains customary representations, warranties, covenants and agreements by the Company, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting parties. The foregoing is only a brief description of the terms of the Underwriting Agreement, does not purport to be a complete description of the rights and obligations of the parties thereunder, and is qualified in its entirety by reference to the Underwriting Agreement that is filed as Exhibit 1.1 hereto and incorporated by reference herein. A copy of the legal opinion and consent of Cooley (UK) LLP relating to the ADSs and the Ordinary Shares is filed herein as Exhibit 5.1. Item 8.01 Other Events. On August 10, 2026, the Company issued a press release announcing that it had commenced the Offering. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. On August 11, 2026, the Company issued a press release announcing that it had priced the Offering. A copy of the press release is attached hereto as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference. Cautionary Regarding Forward-Looking Statements This Current Report on Form 8-K contains forward-looking statements which are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, as amended. Forward-looking statements are statements that are not historical facts, reflect management’s expectations as of the date of hereof, and involve certain risks and uncertainties. Forward-looking statements include, but are not limited to, statements herein with respect to the completion of the Offering on the anticipated terms, if at all, and the net proceeds of the Offering. These forward-looking statements are based on management’s current expectations and may differ materially from actual results due to a variety of factors including, without limitation, the factors that are described under the caption “Risk Factors” in the Company’s filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 5, 2026, and its subsequent filings with the SEC. The forward-looking statements herein are based on information available to the Company as of the date hereof, and the Company disclaims any obligation to update any forward looking statements, except as required by law. Item 9.01 Exhibits. (d) Exhibits. ExhibitNumber Description 1.1 Underwriting Agreement by and among Silence Therapeutics plc and Jefferies LLC and Morgan Stanley & Co. LLC, as representatives of the several underwriters named therein, dated August 11, 2026. 5.1 Opinion of Cooley (UK) LLP 23.1 Consent of Cooley (UK) LLP (included in Exhibit 5.1). 99.1 Press Release dated August 10, 2026 99.2 Press Release dated August 11, 2026 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. SILENCE THERAPEUTICS PLC Date: August 12, 2026 By: /s/ Iain Ross Name: Iain Ross Title: Interim Principal Executive Officer and Chairman of the Board of Directors (Principal Executive Officer)

Silence Therapeutics: Entry Into A Material Definitive Agreement, Other Events, Exhibits

Andere Nachrichten des Unternehmens