On February 20, 2025, the Company entered into the Share Purchase Agreement with AstraZeneca Treasury Limited, pursuant to which the Company and its subsidiary FibroGen China Anemia Holdings, Ltd. agreed to sell all of the issued and outstanding equity interests of FibroGen International to AstraZeneca Treasury Limited. This sale included all of the Company’s roxadustat assets in China, including FibroGen International’s subsidiary FibroGen Beijing and its 51.1% interest in Falikang. The Company determined that FibroGen International met the “held for sale” criteria and the “discontinued operations” criteria in accordance with FASB ASC 205, Presentation of Financial Statements, as of December 31, 2024. Accordingly, the operating results related to the FibroGen International are classified as discontinued operations, and have been reflected as discontinued operations in the condensed consolidated statements of operations.

The Transaction was closed on August 29, 2025 for a total consideration of $220.4 million comprised of $85.0 million in cash for the enterprise value of FibroGen International and $135.4 million in net cash held in China. The total consideration included a $210.4 million in cash paid at closing, and a total of $10.0 million cash payable by AstraZeneca at the closing subject to holdbacks of: (i) a $6.0 million holdback to offset final net cash adjustments which will be released following a customary adjustment process approximately 90 days post-closing (as such time may be extended for the parties to mutually agree upon final adjustments), and (ii) a $4.0 million holdback to satisfy any indemnity claims, which will be released, net of any claims paid or unresolved, nine months after the closing. The Company does not expect such adjustments to be material, therefore have recorded the holdbacks as other receivable. On November 6, 2025, the Company received a $6.4 million payment from AstraZeneca, which is in full satisfaction of the first holdback of $6.0 million, plus $0.4 million that was an additional payment following the final net cash adjustments after closing. On June 2, 2026, the Company received a $4.0 million payment from AstraZeneca, which is in full satisfaction of the final holdback. Such amount was included in the prepaid expenses and other current assets on the condensed consolidated balance sheets as of December 31, 2025.

In July 2013, the Company entered into a collaboration agreement with AstraZeneca for the development and commercialization of roxadustat for the treatment of anemia in the U.S. and all other countries in the world, other than China, not previously licensed under the Astellas Europe Agreement and Astellas Japan Agreement as discussed below in Note 4, Collaboration Agreements, License Agreement and Revenues, (“AstraZeneca U.S./RoW Agreement”). Later in 2024, the Company and AstraZeneca entered into an agreement to terminate the AstraZeneca U.S./RoW Agreement, effective as of February 25, 2024 (“AstraZeneca Termination and Transition Agreement”), as amended and restated on August 29, 2025. Neither party incurred any early termination penalties.

In July 2013, the Company (through its subsidiaries affiliated with China) entered into a collaboration agreement with AstraZeneca for roxadustat for the treatment of anemia in China (“AstraZeneca China Agreement”).

Prior to the AstraZeneca Termination and Transition Agreement, the Company evaluated under the ASC 606 and accounted for the AstraZeneca U.S./RoW Agreement and the AstraZeneca China Agreement as a single arrangement with the presumption that two or more agreements executed with a single customer at or around the same time should be presumed to be a single arrangement. The promises identified under the AstraZeneca China Agreement, including the license, co-development services and manufacturing of commercial supplies have been bundled into a single performance obligation (“China Performance Obligation”).

In July 2020, FibroGen China Anemia Holdings, Ltd., FibroGen Beijing, FibroGen International, and AstraZeneca entered into an amendment to the AstraZeneca China Agreement, relating to the development and commercialization of roxadustat in China (the “AstraZeneca China Amendment”). Under the AstraZeneca China Amendment, in 2020, FibroGen Beijing and AstraZeneca completed the establishment of a jointly owned entity, Falikang, which performed roxadustat distribution, as well as conducted sales and marketing through AstraZeneca.

Substantially all direct roxadustat product sales to distributors in China were made by Falikang, while FibroGen Beijing continued to sell roxadustat product directly in limited areas in China. Product revenue, net, which is included in the discontinued operations, consists primarily of revenues from sales of roxadustat commercial product to Falikang. Substantially all direct roxadustat product sales to distributors in China were made by Falikang. The net transaction price for FibroGen Beijing’s product sales to Falikang was based on a gross transaction price, adjusted for the estimated profit share.

The roxadustat sales to Falikang marked the beginning of the Company’s China Performance Obligation under the Company’s agreements with AstraZeneca. Product revenue was based on the transaction price of the China Performance Obligation. Revenue was recognized when control of the product was transferred to Falikang, in an amount that reflects the allocation of the transaction price to the performance obligation satisfied during the reporting period. Periodically, the Company updated its assumptions such as total sales quantity, timing of China’s volume-based purchasing program, performance period, gross transaction price, profit share and other inputs including foreign currency translation impact, among others. Any net transaction price in excess of the revenue recognized was added to the deferred balance, and recognized in the periods as the performance obligation was satisfied.

Upon the divestiture of FibroGen International on August 29, 2025, the performance obligation to AstraZeneca was completely satisfied upon the closing of the divestiture, and all the previously deferred revenues were recognized as revenue during the third quarter of 2025.

The financial results of the discontinued operations with respect to FibroGen International reflected in the condensed consolidated statements of operations for the three and six months ended June 30, 2026 and 2025 were as follows (in thousands):


	Three Months Ended June 30,					Six Months Ended June 30,
	2026		2025			2026			2025
Revenue:
Product revenue, net	$	—		19,655		$	—		$	59,472
Operating costs and expenses:
Cost of goods sold		—		4,290			—			9,692
Research and development		—		542			—			1,301
Selling, general and administrative		—		6,074			—			13,538
Total operating costs and expenses		—		10,906			—			24,531
Income from operations		—		8,749			—			34,941
Interest and other, net
Interest expense		—		(2,964	)		—			(5,915	)
Loss on divestiture		—		—			(66	)		—
Interest income and other income (expenses), net		—		(1,367	)		—			(2,649	)
Total interest and other, net		—		(4,331	)		(66	)		(8,564	)
Income (loss) before income taxes		—		4,418			(66	)		26,377
Provision for income taxes		—		—			—			—
Investment income in unconsolidated variable interest entity		—		1,662			—			1,108
Income (loss) from discontinued operations, net of tax	$	—	$	6,080		$	(66	)	$	27,485

The product revenue, net, consists primarily of revenues from sales of roxadustat commercial product to Falikang, a distribution entity jointly owned by AstraZeneca and FibroGen Beijing, as discussed above. Falikang was an unconsolidated VIE accounted for as an equity method investment, and considered as a related party to the Company. The net product revenue from sales to Falikang was $16.4 million and $53.3 million for the three and six months ended June 30, 2025, respectively. The other income from Falikang were immaterial for the three and six months ended June 30, 2025. The investment income in Falikang was $1.7 million and $1.1 million for the three and six months ended June 30, 2025, respectively.