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Item 9A. Controls and Procedures

2026-02-12 compared with 2025-02-13 · 61 added, 53 removed, 274 unchanged (29% of the section changed)

22 unchanged sentences

Adoption of 10b5-1 Trading Plans by Our Officers and Directors

During our fiscal quarter ended December 31, 2024, one of our directors entered into a written plan for the sale of our securities that is intended to satisfy the conditions specified in Rule 10b5-1(c) under the Exchange Act for an affirmative

defense against liability for trading in securities on the basis of material nonpublic information.

We refer to this written plan as a “Rule 10b5-1 trading plan.” We describe the material terms of the Rule 10b5-1 trading plan below.

Bonney , Director

On November 12, 2024 , Michael W.

Bonney, a member of our board of directors, entered into a Rule 10b5-1 trading plan that provides that Mr.

Bonney, acting through a broker, may sell up to an aggregate of 22,500 shares of our common stock received upon the exercise of options granted to Mr.

Bonney as director compensation, subject to adjustments for stock splits, stock combinations, stock dividends and other similar changes to our common stock.

Sales of shares under the plan may only occur if the market price of our common stock is above specified prices from February 12, 2025 to June 3, 2026.

The plan is scheduled to terminate on June 3, 2026 , subject to earlier termination upon the sale of all shares subject to the plan, upon termination by Mr.

Bonney or the broker, or as otherwise provided in the plan .

During our fiscal quarter ended December 31, 2025, certain of our officers (as defined in Rule 16a-1(f) under the Exchange Act) and directors entered into written plans for the sale of our securities that are intended to satisfy the conditions specified in

Rule 10b5-1(c) under the Exchange Act for an affirmative defense against liability for trading in securities on the basis of material nonpublic information.

We refer to these written plans as “Rule 10b5-1 trading plans.” We describe the material terms of the Rule 10b5-1 trading plans below.

Pyott, Director

On November 12, 2025, David E.I.

Pyott , a member of our board of directors , entered into a Rule 10b5-1 trading plan that provides that Mr.

Pyott, acting through a broker, may sell up to an aggregate of 7,610 shares of our common stock received upon the exercise of options granted to Mr.

Pyott as director compensation, subject to adjustments for stock splits, stock combinations, stock dividends and other similar changes to our common stock.

Sales of shares under the plan may only occur if the market price of our common stock is above specified prices from February 11, 2026 to October 14, 2026.

The plan is scheduled to terminate on October 14, 2026 , subject to earlier termination upon the sale of all shares subject to the plan, upon termination by Mr.

Pyott or the broker, or as otherwise provided in the plan .

Pushkal Garg, M.D., Chief Research and Development Officer

On November 20, 2025 , Pushkal Garg, M.D .

our Chief Research and Development Officer , entered into a Rule 10b5-1 trading plan that provides that Dr.

Garg, acting through a broker, may sell up to an aggregate of 25,418 shares of our common stock received upon the settlement of awards granted to Dr.

Garg as equity incentive compensation, subject to adjustments for stock splits, stock combinations, stock dividends and other similar changes to our common stock.

Sales of shares under the plan may only occur from February 27, 2026 to November 1, 2026.

The plan is scheduled to terminate on November 1, 2026 , subject to earlier termination upon the sale of all shares subject to the plan, upon termination by Dr.

Garg or the broker, or as otherwise provided in the plan.

Tolga Tanguler, Chief Commercial Officer

On November 14, 2025 , Tolga Tanguler , our Chief Commercial Officer , entered into a Rule 10b5-1 trading plan that provides that Mr.

Tanguler, acting through a broker, may sell up to an aggregate of 25,782 shares of our common stock received upon the settlement of awards granted to Mr.

Tanguler as equity incentive compensation, subject to adjustments for stock splits, stock combinations, stock dividends and other similar changes to our common stock.

Sales of shares under the plan may only occur from February 13, 2026 to November 15, 2026.

The plan is scheduled to terminate on November 15, 2026 , subject to earlier termination upon the sale of all shares subject to the plan, upon termination by Mr.

Tanguler or the broker, or as otherwise provided in the plan.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

11 unchanged sentences

We intend to file our 2026 Proxy Statement not later than 120 days after the close of the fiscal year ended December 31, 2025.

The information required by this item relating to our equity compensation plans is incorporated herein by reference to the information contained under the section captioned “Equity Compensation Plan Information” of the Proxy Statement.

The information required by this item relating to our equity compensation plans is incorporated herein by reference to the information contained under the section captioned “Supplemental Equity Compensation Plan Information” of the Proxy Statement.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

7 unchanged sentences

Consolidated Balance Sheets as of December 31, 2025 and 2024

Consolidated Statements of Operations and Comprehensive Loss for the Years Ended December 31, 202 4 , 202 3 and 202 2

Consolidated Statements of Operations and Comprehensive Income ( Loss ) for the Years Ended December 31, 2025 , 2024 and 2023

Consolidated Statements of Stockholders’ Equity (Deficit) for the Years Ended December 31, 2025 , 2024 and 2023

6 unchanged sentences

001-36407) and incorporated herein by reference)

3.2 Certificate of Amendment to Restated Certificate of Incorporation of Alnylam Pharmaceuticals, Inc.

(filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on May 13, 2025 (File No.

001-36407) and incorporated herein by reference)

3.3 Second Amended and Restated Bylaws of the Registrant, as amended (filed as Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q filed on November 5, 2020 (File No.

6 unchanged sentences

001-36407) for the quarterly period ended September 30, 2022 and incorporated herein by reference)

4.4 Form of 1.00% Convertible Senior notes due 2027 (filed as Exhibit 4.

1 to the Registrant’s Current Report on Form 8-K filed on September 16, 2022 (File No.

4.4 Form of 1.00% Convertible Senior notes due 2027 (filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on September 16, 2022 (File No.

001-36407) and incorporated herein by reference)

4.5 Indenture, dated as of September 12, 2025, between the Registrant.

and The Bank of New York Mellon, as trustee (filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on September 12, 2025 (File No.

001-36407) and incorporated herein by reference)

4.6 Form of 0.00% Convertible Senior notes due 2028 (filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on September 12, 2025 (File No.

001-36407) and incorporated herein by reference)

10.1** Amended and Restated 2004 Stock Incentive Plan (filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed on August 8, 2014 (File No.

12 unchanged sentences

001-36407) for the quarterly period ended June 30, 2020 and incorporated herein by reference)

10.8** Amended and Restated 2018 Stock Incentive Plan (filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed on July 28, 2022 (File No.

001-36407) for the quarterly period ended June 30, 2022 and incorporated herein by reference)

Second Amended and Restated 2018 Stock Incentive Plan

10.9** Forms of Incentive Stock Option Agreement, Nonstatutory Stock Option Agreements, Restricted Stock Agreement and Restricted Stock Unit Award Agreement under 2018 Stock Incentive Plan, as amended (filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed on August 2, 2018 (File No.

10 unchanged sentences

001-36407) for the quarterly period ended June 30, 2024 and incorporated herein by reference)

Forms of Performance Stock Unit Award Agreements for Executive Officers under the Amended and Restated 2018 Stock Incentive Plan, as amended (filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed on May 1, 2025 (File No.

001-36407) for the quarterly period ended March 31, 2025 and incorporated herein by reference)

Form of Restricted Stock Unit Award Agreement for Executive Officers under 2018 Stock Incentive Plan, as amended (granted on or after June 11, 2024) (filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed on August 1, 2024 (File No.

2 unchanged sentences

001-36407) for the quarterly period ended June 30, 2024 and incorporated herein by reference)

Form of Restricted Stock Unit Award Agreement for Non-employee Directors under the Amended and Restated 2018 Stock Incentive Plan, as amended (filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed on May 1, 2025 (File No.

001-36407) for the quarterly period ended March 31, 2025 and incorporated herein by reference)

Form of Nonstatutory Stock Option Agreement for Non-Employee Directors under 2018 Stock Incentive Plan, as amended (filed as Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q filed on August 1, 2024 (File No.

5 unchanged sentences

001-36407) and incorporated herein by reference)

Letter Agreement, effective as of March 1, 2024 between Registrant and Indrani L.

Franchini (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on March 4, 2024 (File No.

001-36407) and incorporated herein by reference)

Consulting Agreement dated as of March 1, 2006 by and between the Registrant and Phillip A.

Sharp, Ph.D., as amended (filed as Exhibit 10.16 to the Registrant’s Annual Report on Form 10-K filed on February 19, 2013 (File No.

000-50743) for the year ended December 31, 2012 and incorporated herein by reference)

Consulting Agreement dated as of April 20, 2012 by and between the Registrant and Dennis A.

27 unchanged sentences

001-36407) for the quarterly period ended September 30, 2018 and incorporated herein by reference)

Lease entered into as of February 10, 2012 by and between BMR-Fresh Pond Research Park LLC and the Registrant (filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed on May 3, 2012 (File No.

000-50743) for the quarterly period ended March 31, 2012 and incorporated herein by reference)

10.33 First Amendment to Lease entered into as of August 2, 2016 by and between BMR-Fresh Pond Research Park LLC and the Registrant (filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed on November 3, 2016 (File No.

001-36407) for the quarterly period ended September 30, 2016 and incorporated herein by reference)

10.34 Second Amendment to Lease entered into as of April 28, 2021 by and between BMR-Fresh Pond Research Park LLC and the Registrant (filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed on August 3, 2021 (File No.

001-36407) for the quarterly period ended June 30, 2021 and incorporated herein by reference)

10.35 Lease dated as of March 18, 2015 between RREEF America REIT II CORP.

PPP and the Registrant, as amended by First Amendment to Lease dated as of April 16, 2015 (filed as Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q filed on August 7, 2015 (File No.

001-36407) for the quarterly period ended June 30, 2015 and incorporated herein by reference)

10.36 Second Amendment to Lease, dated September 27, 2018, by and between Registrant and RREEF America REIT II CORP.

(filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed on November 7, 2018 (File No.

001-36407) for the quarterly period ended September 30, 2018 and incorporated herein by reference)

10.37 Lease dated as of May 5, 2015 between RREEF America REIT II CORP.

PPP and the Registrant (filed as Exhibit 10.6 to the Registrant’s Quarterly Report on Form 10-Q filed on August 7, 2015 (File No.

001-36407) for the quarterly period ended June 30, 2015 and incorporated herein by reference)

10.38 First Amendment to Lease entered into between the Registrant and RREEF America REIT II CORP.

PPP dated September 30, 2020.

(filed as Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q filed on November 5, 2020 (File No.

001-36407) for the quarterly period ended September 30, 2020 and incorporated herein by reference)

10.32 Lease entered into as of April 3, 2015 by and between BMR-675 West Kendall Street LLC and the Registrant (filed as Exhibit 10.7 to the Registrant’s Quarterly Report on Form 10-Q filed on August 7, 2015 (File No.

93 unchanged sentences

001-36407) for the quarterly period ended September 30, 2023 and incorporated herein by reference)

Amendment No.

1 to Collaboration and License Agreement by and between the Registrant and F.

Hoffmann-La Roche Ltd.

and Genentech, Inc.

dated September 5, 2025 (filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed on October 30, 2025 (File No.

001-36407) for the quarterly period ended September 30, 2025 and incorporated herein by reference)

Patent Cross-License Agreement dated April 3, 2020 between Dicerna Pharmaceuticals, Inc.

3 unchanged sentences

001-36407, filed on September 16, 2022)

Amended and Restated Insider Trading Policy of t he Registrant, dated February 27, 202 3

Form of Capped Call Transaction Confirmation (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, File No.

001-36407, filed on September 12, 2025)

Credit Agreement, dated September 30, 2025, among the Registrant, the lenders party thereto, Bank of America, N.A., as Administrative Agent, and the other parties named therein (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, File No.

001-36407, filed on October 3, 2025)

Amended and Restated Insider Trading Policy of the Registrant, dated February 27, 2023 (filed as Exhibit 19.1 to the Registrant’s Annual Report on Form 10-K filed on February 13, 2025 (File No.

001-36407) for the year ended December 31, 2024 and incorporated herein by reference)

21.1# Subsidiaries of the Registrant

23 unchanged sentences

/s/ Yvonne L.

Greenstreet, MBChB

Greenstreet, M.D.

Chief Executive Officer

1 unchanged sentence

/s/ Yvonne L.

Greenstreet, MBChB Director and Chief Executive Officer

Greenstreet, MBChB (Principal Executive Officer)

Greenstreet, M.D.

Director and Chief Executive Officer

Greenstreet, M.D.

(Principal Executive Officer)

/s/ Jeffrey V.

1 unchanged sentence

Poulton (Principal Financial and Accounting Officer)

/s/ Stuart A.

/s/ Dennis A.

1 unchanged sentence

Ausiello, M.D.

/s/ Carolyn R.

Bertozzi, Ph.D.

/s/ Michael W.

Bonney Director

/s/ Olivier Brandicourt, M.D.

8 unchanged sentences

Schulman Director

/s/ Phillip A.

/s/ Elliott Sigal, M.D., Ph.D.

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures