What changed in this filing

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Item 1. Financial Statements

2026-08-04 compared with 2026-05-07 · 212 added, 192 removed, 818 unchanged (33% of the section changed)

3 unchanged sentences

(in thousands, except per share amounts)

March 31, 2026 September 30, 2025

June 30, 2026 September 30, 2025

Current assets:

2 unchanged sentences

Accounts receivable 8,556 6,824

Available-for-sale securities, at fair value and short-term investments

1,595,574 692,818

Available-for-sale securities, at fair value 1,547,201 692,818

Prepaid expenses 25,373 10,933

27 unchanged sentences

Authorized 290,000 shares;

143,232 shares issued and 140,571 outstanding as of March 31, 2026 and 138,363 shares issued and 135,702 outstanding as of September 30, 2025

143,796 shares issued and 141,135 outstanding as of June 30, 2026 and 138,363 shares issued and 135,702 outstanding as of September 30, 2025

Additional paid-in capital 2,443,074 2,139,725

Accumulated other comprehensive income 742 6,443

Accumulated other comprehensive (loss) income ( 1,234 ) 6,443

Accumulated deficit ( 1,923,355 ) ( 1,627,154 )

Treasury stock;

2,661 shares of common stock at March 31, 2026 and September 30, 2025

2,661 shares of common stock at June 30, 2026 and September 30, 2025

( 53,193 ) ( 53,193 )

7 unchanged sentences

(in thousands, except per share amounts)

Three Months Ended March 31, Six Months Ended March 31,

Three Months Ended June 30, Nine Months Ended June 30,

2026 2025 2026 2025

11 unchanged sentences

Other, net 1,285 ( 176 ) ( 52 ) 603

Total other income (expense) 3,695 ( 11,586 ) ( 8,842 ) ( 25,289 )

(Loss) income before income tax expense and noncontrolling interest ( 137,565 ) 369,616 ( 109,293 ) 194,501

Income tax expense 7 1,753 35 1,856

Total other (expense) income ( 8,812 ) ( 13,539 ) ( 17,659 ) ( 38,828 )

(Loss) income before income tax expense (benefit) and noncontrolling interest ( 178,905 ) ( 179,089 ) ( 288,203 ) 15,412

Income tax expense (benefit) 11 ( 437 ) 46 1,419

Net (loss) income including noncontrolling interest $ ( 178,916 ) $ ( 178,652 ) $ ( 288,249 ) $ 13,993

Net loss attributable to noncontrolling interest, net of tax ( 4,840 ) ( 2,582 ) ( 7,409 ) ( 4,715 )

Net income (loss) attributable to noncontrolling interest, net of tax 15,364 ( 3,411 ) 7,956 ( 8,126 )

Net (loss) income attributable to Arrowhead Pharmaceuticals, Inc.

9 unchanged sentences

Other comprehensive (loss) income, net of tax:

Unrealized (losses) gains on available-for-sale securities ( 6,934 ) 653 ( 6,788 ) 146

Unrealized gains (losses) on available-for-sale securities, net ( 2,254 ) 876 ( 9,042 ) 1,022

Foreign currency translation adjustments 487 91 1,588 ( 415 )

Total other comprehensive (loss) income ( 5,944 ) 253 ( 5,688 ) ( 360 )

Total other comprehensive income (loss) ( 1,767 ) 967 ( 7,454 ) 607

Comprehensive (loss) income ( 180,683 ) ( 177,685 ) ( 295,703 ) 14,600

Comprehensive loss attributable to noncontrolling interest ( 4,425 ) ( 2,582 ) ( 6,966 ) ( 4,715 )

Comprehensive income (loss) attributable to noncontrolling interest 15,573 ( 3,411 ) 8,609 ( 8,126 )

Comprehensive (loss) income attributable to Arrowhead Pharmaceuticals, Inc.

30 unchanged sentences

Gain on VIE's sale of IPR&D assets — — — — — — — ( 7,629 ) ( 7,629 )

— — — — ( 132,732 ) — — ( 4,840 ) ( 137,572 )

Net loss — — — — ( 132,732 ) — — ( 4,840 ) ( 137,572 )

Balance at March 31, 2026 143,232 $ 236 $ 2,395,267 $ 742 $ ( 1,729,075 ) ( 2,661 ) $ ( 53,193 ) $ ( 15,061 ) $ 598,916

Stock-based compensation — — 14,872 — — — — — 14,872

Exercise of stock options 149 — 5,697 — — — — — 5,697

Common stock - restricted stock units vesting 48 — — — — — — — —

Issuance of common stock under at-the-market offering, net of issuance costs 367 1 27,238 — — — — — 27,239

Foreign currency translation adjustments — — — 278 — — — 209 487

Unrealized losses on available-for-sales securities — — — ( 2,254 ) — — — — ( 2,254 )

Net (loss) income — — — — ( 194,280 ) — — 15,364 ( 178,916 )

Balance at June 30, 2026 143,796 $ 237 $ 2,443,074 $ ( 1,234 ) $ ( 1,923,355 ) ( 2,661 ) $ ( 53,193 ) $ 512 $ 466,041

Amount ($) Additional

19 unchanged sentences

Balance at March 31, 2025 $ 138,062 $ 230 $ 2,106,864 $ 4,390 $ ( 1,428,163 ) — $ — $ 904 $ 684,225

Stock-based compensation — — 13,043 — — — — — 13,043

Exercise of stock options 36 — 223 — — — — — 223

Common stock - restricted stock units vesting 46 — — — — — — — —

Foreign currency translation adjustments — — — 91 — — — — 91

Unrealized gains on available-for-sale securities — — — 876 — — — — 876

Net loss — — — — ( 175,241 ) — — ( 3,411 ) ( 178,652 )

Balance at June 30, 2025 $ 138,144 $ 230 $ 2,120,130 $ 5,357 $ ( 1,603,404 ) — $ — $ ( 2,507 ) $ 519,806

The accompanying notes are an integral part of these unaudited consolidated financial statements.

2 unchanged sentences

(in thousands)

Six Months Ended March 31,

Nine Months Ended June 30,

CASH FLOWS FROM OPERATING ACTIVITIES:

20 unchanged sentences

Other ( 2,453 ) 3,128

Net cash provided by operating activities 97,923 313,781

Net cash (used in) provided by operating activities ( 79,546 ) 159,061

CASH FLOWS FROM INVESTING ACTIVITIES:

16 unchanged sentences

Repayments of credit facility ( 117,891 ) ( 201,625 )

Proceeds from Visirna credit agreement — 7,098

Dividends paid by variable interest entity to noncontrolling shareholders ( 38,434 ) —

10 unchanged sentences

Capital expenditures included in accrued expenses $ 1,084 $ 346

Supplemental disclosure of non-cash financing activities:

ROU assets obtained in exchange for new lease liabilities $ 13,410 $ —

The accompanying notes are an integral part of these unaudited consolidated financial statements.

11 unchanged sentences

Food and Drug Administration (“FDA”) as an adjunct to diet to reduce triglycerides for adults with Familial Chylomicronemia Syndrome (“FCS”).

REDEMPLO is also approved by the Chinese National Medical Products Administration (“NMPA”), Health Canada, and the Australian Therapeutic Goods Administration (TGA) for the same indication.

REDEMPLO also received a positive Committee for Medicinal Products for Human Use (“CHMP”) opinion recommending approval to reduce triglycerides in adults with FCS in Europe.

The European Commission is expected to issue a decision on REDEMPLO’s Marketing Authorization in the second calendar quarter of 2026.

REDEMPLO is also approved by the European Commission, Chinese National Medical Products Administration (“NMPA”), Health Canada, and the Australian Therapeutic Goods Administration (TGA) for the same indication.

REDEMPLO is a small interfering RNA (“siRNA”) therapeutic designed to suppress the production of apolipoprotein C-III (APOC3), a protein produced in the liver that raises triglyceride levels by slowing their breakdown and clearance.

4 unchanged sentences

and its subsidiaries (wholly-owned subsidiaries and a variable interest entity for which the Company is the primary beneficiary).

Wholly-owned subsidiaries refer to Arrowhead Madison, Inc., Arrowhead Australia Pty Ltd., Arrowhead Pharmaceuticals Ireland Limited, Arrowhead Pharmaceuticals NZ Limited.

Wholly-owned subsidiaries refer to Arrowhead Madison, Inc., Arrowhead Australia Pty Ltd., Arrowhead Pharmaceuticals Ireland Limited and Arrowhead Pharmaceuticals NZ Limited.

The Company’s variable interest entity is Visirna Therapeutics, Inc.

3 unchanged sentences

The financial data of the Company included herein are unaudited.

In the opinion of management, all material adjustments of a normal recurring nature have been made to present fairly the Company’s financial position as of March 31, 2026 and the results of operations and cash flows for the periods presented.

In the opinion of management, all material adjustments of a normal recurring nature have been made to present fairly the Company’s financial position as of June 30, 2026 and the results of operations and cash flows for the periods presented.

All intercompany transactions and balances have been eliminated.

2 unchanged sentences

Readers are urged to review the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2025 for more complete descriptions and discussions.

Operating results and cash flows for the six months ended March 31, 2026 are not necessarily indicative of the results that may be expected for the fiscal year ending September 30, 2026.

Operating results and cash flows for the nine months ended June 30, 2026 are not necessarily indicative of the results that may be expected for the fiscal year ending September 30, 2026.

The Company operates as a single segment as the chief operating decision maker (“CODM”), reviews operating results on an aggregate basis and manages the operations as a single operating segment.

3 unchanged sentences

Additionally, significant investment will be required as a growing commercial-stage Company and as the Company’s pipeline matures into later stage clinical trials.

As of March 31, 2026, the Company had $ 188.5 million in cash, cash equivalents and restricted cash ($ 1.9 million in restricted cash) and $ 1,595.6 million in available-for-sale securities to fund operations.

As of June 30, 2026, the Company had $ 54.8 million in cash, cash equivalents and restricted cash ($ 4.1 million in restricted cash) and $ 1,547.2 million in available-for-sale securities to fund operations.

In total, the Company is eligible to receive up to $ 16.2 billion in additional developmental, regulatory and sales milestones based on programs that have been partnered, and may receive various royalties on net sales from its licensing and collaboration agreements, subject to the terms and conditions of those agreements.

6 unchanged sentences

If the share of losses exceeds the carrying value of the Company’s investment, the Company will suspend recognizing additional losses and will continue to do so unless it commits to providing additional funding or commits to guarantee investee liabilities.

As of March 31, 2026, the Company had an equity method investment in Bisirna Therapeutics, Inc.

As of June 30, 2026, the Company had an equity method investment in Bisirna Therapeutics, Inc.

Refer to Note 8, Equity Method Investment, for further details.

3 unchanged sentences

The balance of the convertible notes presented in the consolidated balance sheets represents the principal balance of the convertible debt instrument less the unamortized portion of the debt issuance costs.

As of March 31, 2026, the Company had outstanding convertible notes, which mature on January 15, 2032.

As of June 30, 2026, the Company had outstanding convertible notes, which mature on January 15, 2032.

Refer to Note 14, Convertible Notes, for further details.

10 unchanged sentences

The ASUs will become effective for the Company beginning October 1, 2027, and the Company is currently evaluating the impact on its consolidated financial statements and related disclosures.

In November 2024, the FASB issued ASU 2024-04, Debt-Debt with Conversion and Other Options (Subtopic 470-20) , which clarifies the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion.

ASU 2024-04 will become effective for the Company beginning October 1, 2026, and the Company is currently evaluating the impact on its consolidated financial statements and related disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

5 unchanged sentences

The following table provides a summary of revenue recognized from our collaboration and license agreements:

Three Months Ended March 31, Sixth Months Ended March 31,

Three Months Ended June 30, Nine Months Ended June 30,

2026 2025 2026 2025

4 unchanged sentences

Sanofi 1,241 — 11,983 —

Madrigal 25,000 — 25,000 —

Total $ 72,868 $ 27,767 $ 409,522 $ 572,976

The following table summarizes the balance of receivables, contract assets and contract liabilities related to the Company’s collaboration and license agreements, which, as of March 31, 2026, relate solely to the Company’s agreements with Sarepta, Novartis and Sanofi:

March 31, 2026 September 30, 2025

The following table summarizes the balance of receivables, contract assets and contract liabilities related to the Company’s collaboration and license agreements, which, as of June 30, 2026, relate solely to the Company’s agreements with Sarepta, Novartis and Sanofi:

June 30, 2026 September 30, 2025

(in thousands)

4 unchanged sentences

Deferred revenue consisted of the following:

Three Months Ended March 31, Six Months Ended March 31,

Three Months Ended June 30, Nine Months Ended June 30,

2026 2025 2026 2025

8 unchanged sentences

111,077 22,979 111,077 22,979

Plus contract assets included in other current assets

Plus receivables included in accounts receivable;

and contract assets included in other current assets 15,262 — 15,262 —

Less deferred revenue, current

14 unchanged sentences

The Company is further eligible to receive tiered royalties on net product sales in a range of mid-teens to twenty percent.

As of March 31, 2026, the Company had no contract assets and liabilities recorded.

As of June 30, 2026, the Company had no contract assets and liabilities recorded.

GSK-HBV Agreement

3 unchanged sentences

The Company is eligible to receive up to $ 830.0 million in development and sales milestone payments under the GSK-HBV Agreement.

As of March 31, 2026, the Company had no contract assets and liabilities recorded.

As of June 30, 2026, the Company had no contract assets and liabilities recorded.

Takeda Pharmaceutical Company Limited (“Takeda”)

12 unchanged sentences

As such, all revenue has been fully recognized as of December 31, 2023.

There were no further deferred revenue and contract liabilities as of March 31, 2026.

As of March 31, 2026, the accrued expense balance is $ 32.7 million that was primarily driven by co-development and co-commercialization activities.

There were no further deferred revenue and contract liabilities as of June 30, 2026.

As of June 30, 2026, the accrued expense balance is $ 36.4 million that was primarily driven by co-development and co-commercialization activities.

In September 2016, Amgen and the Company entered into two collaboration and license agreements and a common stock purchase agreement.

3 unchanged sentences

The Company has substantially completed its performance obligations under the Olpasiran Agreement.

There were no contract assets and liabilities recorded as of March 31, 2026.

In November 2022, Royalty Pharma Investments 2019 ICAV (“Royalty Pharma”) and the Company entered into a Royalty Purchase Agreement with Royalty Pharma (the “Royalty Pharma Agreement”).

In consideration for the payments

under the Royalty Pharma Agreement, Royalty Pharma is entitled to receive all royalties otherwise payable by Amgen to the Company under the Olpasiran Agreement.

There were no contract assets and liabilities recorded as of June 30, 2026.

In November 2022, Royalty Pharma Investments 2019 ICAV (“Royalty Pharma”) and the Company entered into a

Royalty Purchase Agreement with Royalty Pharma (the “Royalty Pharma Agreement”).

In consideration for the payments under the Royalty Pharma Agreement, Royalty Pharma is entitled to receive all royalties otherwise payable by Amgen to the Company under the Olpasiran Agreement.

The Company remains eligible to receive up to an additional $ 485.0 million in remaining development, regulatory and sales milestone payments payable from Amgen and Royalty Pharma.

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Further, Sarepta may select up to six gene targets for which the Company will perform discovery, optimization and preclinical development activities to identify RNAi compounds against each selected target (the “C3” programs).

Upon target acceptance, Sarepta will receive an exclusive license to the Company’s intellectual property rights to exploit compounds directed to those targets and is wholly responsible for clinical development and commercialization of each compound after the Company delivers a Clinical Trial Application ready data package (the "CTA package").

The Company identified 17 performance obligations under the Sarepta Collaboration Agreement.

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Standalone selling prices for the research and development work were determined based on an expected cost plus margin approach.

During the fourth quarter of fiscal 2025, the Company earned the first of two ARO-DM1 development milestone payment of $ 100.0 million, of which $ 50.0 million was settled in cash and the remaining $ 50.0 million was settled through the repurchase of Company's common stock.

In November 2025, the Company earned the second of two $ 200.0 million ARO-DM1 development

milestone payments and received the milestone payment in January 2026.

common stock.

In November 2025, the Company earned the second of two $ 200.0 million ARO-DM1 development milestone payments and received the milestone payment in January 2026.

In February 2026, the Company earned and received the first installment of the annual fee payment of $ 50.0 million.

16 unchanged sentences

The repurchased shares are presented as a reduction to total stockholders’ equity in accordance with ASC 505-30.

For the three months ended March 31, 2026, Sarepta exercised its contractual step‑in right under the Sarepta Collaboration Agreement with respect to certain C1 programs, pursuant to which Sarepta will assume responsibility for ongoing clinical trials for such programs on mutually agreed transition dates.

During the second quarter of fiscal 2026, Sarepta exercised its contractual step‑in right under the Sarepta Collaboration Agreement with respect to certain C1 programs, pursuant to which Sarepta will assume responsibility for ongoing clinical trials for such programs on mutually agreed transition dates.

Sarepta’s exercise of the step‑in right represents a contract modification under ASC 606, as it reduces both the scope of the Company’s remaining obligations and the amount of variable consideration related to reimbursable research and development costs for the affected C1 programs.

The Company evaluated the modification and determined that the remaining research and development activities to be performed after the modification are not distinct from those performed prior to the modification and, accordingly, the modification is accounted for as part of the original performance obligation through a cumulative catch‑up adjustment.

For the three months ended March 31, 2026, the Company did not record a cumulative catch‑up adjustment to revenue, as the revised C1 reimbursement budgets remain subject to mutual agreement between Sarepta and the Company.

As a result, the associated variable consideration is constrained until the uncertainty is resolved.

Any cumulative catch‑up adjustment will be recognized in future periods when the uncertainty related to the variable consideration is subsequently resolved.

The scope of the modification, including the associated transition terms, was finalized during the third quarter of fiscal 2026, and the Company recorded the related cumulative catch‑up adjustment to revenue in that period, consistent with the timing of finalization.

The contract modification did not impact revenue previously recognized related to the four C1 licenses, which were delivered as distinct performance obligations.

In December 2025, pursuant to the Sarepta Collaboration Agreement, the Company entered into a clinical supply agreement with Sarepta (the “Sarepta Clinical Supply Agreement”), whereby the Company is responsible for manufacturing and supplying certain materials to Sarepta for specified activities.

For the three months ended March 31, 2026, the Company recorded $ 37.4 million and $ 4.3 million in revenue under the Sarepta Collaboration Agreement and the Sarepta Clinical Supply Agreement, respectively.

As of March 31, 2026, the Company held $ 14.0 million in accounts receivable and $ 11.1 million in current deferred revenue, relating to the Sarepta Collaboration Agreement and the Sarepta Clinical Supply Agreement.

The recognition of the remaining revenue for the performance obligations is dependent upon the time it takes to complete the respective research and development activities and in consideration of the timing of the selection of the rest of the targets within the C3 programs.

For the three and nine months ended June 30, 2026, the Company recorded $ 26.0 million and $ 292.8 million in revenue under the Sarepta Collaboration Agreement, respectively.

For the three and nine months ended June 30, 2026, the Company recorded $ 0.4 million and $ 4.7 million in revenue under the Sarepta Clinical Supply Agreement, respectively.

As of June 30, 2026, the Company held $ 5.0 million in accounts receivable and $ 10.2 million in contract assets, relating to the Sarepta Collaboration Agreement and the Sarepta Clinical Supply Agreement.

Revenue recognized that are not invoiced to the customer as a result of recognizing revenue over time are recorded as a contract asset included in other current assets in the consolidated balance sheet.

Upon invoicing to the customer, the balance is recorded in accounts receivable in the consolidated balance sheet.

The recognition of the remaining revenue for the performance obligations is dependent upon the time it takes to complete the

respective research and development activities and in consideration of the timing of the selection of the rest of the targets within the C3 programs.

Novartis Pharma AG

3 unchanged sentences

Further, Novartis has selected additional gene targets (“Collaboration Target”) for which the Company has accepted and will perform discovery, optimization and preclinical development activities to identify RNAi compounds against each selected target.

Novartis has received an exclusive license to the Company’s intellectual property rights to exploit compounds directed to those targets (the "CT" programs) and is wholly responsible for clinical development and commercialization of each compound after the Company delivers a Clinical Trial Application ready data package (the "CTA package").

Novartis has received an exclusive license to the Company’s intellectual property rights to exploit compounds directed to those targets (the “CT” programs) and is wholly responsible for clinical development and commercialization of each compound after the Company delivers a CTA package.

The Company identified multiple performance obligations under the Novartis Collaboration Agreement.

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The Company is also eligible to receive sales milestone payments between $ 285.0 million and $ 370.0 million per program as well as tiered royalties on net sales of licensed products of up to the low double digits, subject to the terms and conditions of the Novartis Collaboration Agreement.

The Company has applied the sales-based scope exception to the sales milestones and the royalty-based payments.

The Company has applied the sales-based scope exception to the sales

milestones and the royalty-based payments.

The Novartis Collaboration Agreement commenced in October 2025 and may be terminated by either party in the event of a material breach as defined therein.

1 unchanged sentence

Unless earlier terminated, the Novartis Collaboration Agreement expires on a product-by-product and country-by-country basis, upon the date of expiration of the relevant royalty term for such product in such country.

For the three months ended March 31, 2026, the Company recorded $ 20.5 million in revenue from Novartis.

As of March 31, 2026, the Company recorded $ 97.4 million in current deferred revenue and $ 48.6 million in non-current deferred revenue, related to the Novartis Collaboration Agreement.

For the three and nine months ended June 30, 2026, the Company recorded $ 20.2 million and $ 74.9 million in revenue from Novartis.

As of June 30, 2026, the Company held $ 94.6 million in current deferred revenue and $ 31.7 million in non-current deferred revenue, related to the Novartis Collaboration Agreement.

The recognition of the remaining revenue for the performance obligations is dependent upon the time it takes to complete the respective research and development activities.

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After giving effect to the Asset Purchase Agreement, Visirna HK retains rights to develop and commercialize in Greater China other cardiometabolic drugs licensed to it pursuant to the Visirna License Agreement.

Upon closing of the Asset Purchase Agreement, Visirna received an upfront payment of $ 130.0 million from Sanofi and is eligible to receive further development milestone payments of up to $ 265.0 million upon approval of plozasiran across various indications in mainland China.

Upon closing of the Asset Purchase Agreement, Visirna received an upfront payment of $ 130.0 million from Sanofi.

In the second quarter of fiscal 2026, Visirna received a $ 10.0 million milestone payment as a result of the NMPA’s approval of REDEMPLO (plozasiran) for the reduction of triglyceride levels in adult patients with FCS.

Visirna is eligible to receive further development milestone payments of up to $ 255.0 million upon approval of plozasiran across various indications in mainland China.

Visirna identified the licenses as defined in the agreement as the performance obligations under the Asset Purchase Agreement.

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The Company has also applied the sales-based scope exception to the royalty-based payments.

In January 2026, the NMPA approved REDEMPLO in Greater China, which triggered a $ 10.0 million milestone payment to Visirna.

The Company is also eligible to receive royalties from Sanofi on net commercial product sales in Greater China under the Sanofi License Agreement.

For the three months ended March 31, 2026, the Company recorded $ 10.5 million in revenue and $ 0.5 million in accounts receivable as of March 31, 2026 under the Sanofi License Agreement.

Under the Sanofi License Agreement, Sanofi has the option to purchase clinical and commercial product supply from the Company.

In addition, the Company is eligible to receive royalties from Sanofi on net commercial product sales in Greater China.

For the three and nine months ended June 30, 2026, the Company recorded $ 1.2 million and $ 12.0 million in revenue, respectively under the Sanofi License Agreement.

As of June 30, 2026, the Company held $ 0.8 million in accounts receivable under the Sanofi License Agreement.

The Sanofi License Agreement may be terminated by either party in the event of a material breach as defined therein.

Unless earlier terminated, the Sanofi License Agreement expires on a product-by-product basis, upon the date of expiration of the relevant royalty term for such product in Greater China.

Madrigal Therapeutics Inc.

On May 4, 2026, the Company entered into a Licensing Agreement with Madrigal (the “Madrigal License Agreement”), under which Madrigal received an exclusive global license to develop, manufacture, and commercialize ARO-PNPLA3, a clinical stage program.

Under the terms of the Madrigal License Agreement, the Company received an upfront payment of $ 25.0 million on June 2, 2026.

The Company is eligible to receive milestone payments of up to $ 975.0 million, and further eligible to

receive tiered royalties on commercial sales ranging from high-single digits to the mid-teens.

The Company identified a single performance obligation comprising the combined license, know-how and technology transfer, which was satisfied upon delivery in the third quarter of fiscal 2026.

The fixed consideration of $ 25 million was fully allocated to this performance obligation and recognized in the third quarter of fiscal 2026.

As of June 30, 2026, the Company had no contract assets and liabilities recorded.

BALANCE SHEET ACCOUNTS

1 unchanged sentence

The following table summarizes the Company’s major classes of property, plant and equipment:

March 31, 2026 September 30, 2025

June 30, 2026 September 30, 2025

(in thousands)

7 unchanged sentences

Construction in progress 5,811 15,942

466,107 462,684

Property, plant and equipment, gross 470,540 462,684

Accumulated depreciation and amortization ( 97,239 ) ( 80,169 )

Property, plant and equipment, net $ 373,301 $ 382,515

Depreciation and amortization expense for property, plant and equipment for the three months ended March 31, 2026 and 2025 was $ 5.9 million and $ 5.6 million, respectively.

Depreciation and amortization expense for property, plant and equipment for the six months ended March 31, 2026 and 2025 was $ 11.9 million and $ 10.4 million, respectively.

Depreciation and amortization expense for property, plant and equipment for the three months ended June 30, 2026 and 2025 was $ 6.2 million and $ 5.8 million, respectively.

Depreciation and amortization expense for property, plant and equipment for the nine months ended June 30, 2026 and 2025 was $ 18.1 million and $ 16.2 million, respectively.

Accrued Expenses

Accrued expenses consisted of the following as of:

March 31, 2026 September 30, 2025

June 30, 2026 September 30, 2025

(in thousands)

8 unchanged sentences

Total accrued expenses $ 86,174 $ 90,419

As of March 31, 2026, the Company’s accrued research and development expenses were primarily attributable to ongoing clinical trial operations, preclinical animal studies, and associated toxicology assessments.

As of June 30, 2026, the Company’s accrued research and development expenses were primarily attributable to ongoing clinical trial operations, preclinical animal studies, and associated toxicology assessments.

Research and development expenses related to co-development and co-commercialization activities per the Takeda License Agreement are reported as accrued research and development expenses;

co-development in the table above.

(see Note 2).

co-development in the table above (see Note 2).

The Company’s investments consisted of the following:

As of March 31, 2026

As of June 30, 2026

(in thousands)

3 unchanged sentences

Available-for-sale securities $ 1,553,308 $ 433 $ ( 6,540 ) $ 1,547,201

Short‑term investments

Total current investments $ 1,553,308 $ 433 $ ( 6,540 ) $ 1,547,201

6 unchanged sentences

Total current investments $ 689,882 $ 2,956 $ ( 20 ) $ 692,818

The following table summarizes the contract maturity of the available-for-sale securities and short-term investments as of:

March 31, 2026 September 30, 2025

The following table summarizes the contract maturity of the available-for-sale securities as of:

June 30, 2026 September 30, 2025

(in thousands)

5 unchanged sentences

$ 1,547,201 $ 692,818

As of March 31, 2026 and September 30, 2025, the gross unrealized losses were immaterial.

The Company has determined that the available-for-sale securities that were in an unrealized loss position did not have any credit loss impairment as of March 31, 2026 and 2025.

As of June 30, 2026 and September 30, 2025, the gross unrealized losses were immaterial.

The Company has determined that the available-for-sale securities that were in an unrealized loss position did not have any credit loss impairment as of June 30, 2026 and 2025.

INTANGIBLE ASSETS

3 unchanged sentences

(in thousands) (in years)

As of March 31, 2026

As of June 30, 2026

Patents $ 21,728 $ 17,589 $ — $ 4,139 14

6 unchanged sentences

Intangible assets are reviewed annually for impairment and more frequently if potential impairment indicators exist.

No impairment indicators were identified during the six months ended March 31, 2026 and 2025.

No impairment indicators were identified during the nine months ended June 30, 2026 and 2025.

Intangible assets with definite useful lives are amortized on a straight-line basis over their useful lives.

Intangible assets amortization expense was $ 0.4 million for the three months ended March 31, 2026 and 2025, and $ 0.9 million for each of the six months ended March 31, 2026 and 2025.

Intangible assets amortization expense was $ 0.4 million for the three months ended June 30, 2026 and 2025, and $ 1.3 million for each of the nine months ended June 30, 2026 and 2025.

None of the intangible assets with definite useful lives are anticipated to have a residual value.

The following table presents the estimated future amortization expense related to intangible assets as of March 31, 2026:

The following table presents the estimated future amortization expense related to intangible assets as of June 30, 2026:

Amortization Expense

6 unchanged sentences

Par Value Authorized Issued Outstanding

(in thousands)

As of March 31, 2026

As of (in thousands)

As of June 30, 2026

Common stock (1)

6 unchanged sentences

(1) Does not include shares of common stock into which the 2024 and 2026 Avoro Pre-Funded Warrants may be exercised.

As of March 31, 2026 and September 30, 2025, respectively, 18,192,429 and 9,851,400 shares of common stock were reserved for issuance upon exercise of options and vesting of restricted stock units granted or available for grant under the Company’s 2013 and 2021 Incentive Plans, as well as for other inducement grants made to new employees under Rule 5635(c)(4) of the Nasdaq Listing Rules.

As of June 30, 2026 and September 30, 2025, respectively, 20,161,210 and 9,851,400 shares of common stock were reserved for issuance upon exercise of options and vesting of restricted stock units granted or available for grant under the Company’s 2013 and 2021 Incentive Plans, as well as for other inducement grants made to new employees under Rule 5635(c)(4) of the Nasdaq Listing Rules.

On November 25, 2024, the Company entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with an institutional and accredited investor for a private placement of pre-funded warrants to purchase shares of common stock with an exercise price of $ 0.001 per share (“2024 Avoro Pre-Funded Warrants”).

3 unchanged sentences

Accordingly, the Company has classified the 2024 Avoro Pre-funded Warrants as equity and recorded within additional paid-in capital.

As of March 31, 2026, no shares underlying the 2024 Avoro Pre-Funded Warrants had been exercised.

As of June 30, 2026, no shares underlying the 2024 Avoro Pre-Funded Warrants had been exercised.

In connection with the Sarepta Collaboration Agreement, on November 25, 2024, the Company entered into the Stock Purchase Agreement with an affiliate of Sarepta for a private placement of shares of common stock of the Company (the “Private Placement”).

1 unchanged sentence

The Private Placement closed on February 7, 2025.

On August 13, 2025, the Company subsequently entered into an agreement with Sarepta to repurchase 2,660,989 common stock of the Company from Sarepta at a price per share of $ 18.79 for an aggregate value of approximately $ 50.0 million and approximately $ 50.0 million in cash to partially satisfy the milestone payment of $ 100.0 million due from Sarepta.

On August 13, 2025, the Company subsequently entered into an agreement with Sarepta to repurchase 2,660,989 common stock of the Company from Sarepta at a price per share of $ 18.79 for an aggregate value of approximately $ 50.0 million to partially satisfy the milestone payment of $ 100.0 million due from Sarepta (with the remaining $ 50.0 million settled in cash).

The shares were recorded as treasury stock at their fair value of $ 53.2 million, resulting in a $ 3.2 million gain on settlement.

6 unchanged sentences

The Amended and Restated Sale Agreement may be terminated by either party upon written notice.

During the first quarter of fiscal 2026, the Company sold approximately 689,000 shares of common stock under the ATM Offering, generating gross proceeds of $ 48.2 million and net proceeds of $ 46.8 million, after deducting underwriting commissions and offering costs.

The Company did no t make any sales under the ATM Offering during the second quarter

of fiscal 2026.

For the three months ended June 30, 2026, the Company sold approximately 367,000 shares of common stock under the ATM Offering, generating gross proceeds of $ 28.0 million and net proceeds of $ 27.2 million, after deducting underwriting commissions and offering costs.

For the nine months ended June 30, 2026 , the Company sold approximately

1,056,000 shares of common stock under the ATM Offering, generating gross proceeds of $ 76.1 million and net proceeds of $ 74.1 million, after deducting underwriting commissions and offering costs.

On January 7, 2026, the Company entered into an underwriting agreement with Jefferies and J.P.

5 unchanged sentences

Accordingly, the Company has classified the 2026 Avoro Pre-funded Warrants as equity and recorded within additional paid-in capital.

As of March 31, 2026, no shares underlying the 2026 Avoro Pre-Funded Warrants had been exercised.

As of June 30, 2026, no shares underlying the 2026 Avoro Pre-Funded Warrants had been exercised.

On January 2, 2026, option holders of Visirna, the Company's consolidated variable interest entity, exercised 14,000,000 stock options.

7 unchanged sentences

The remaining $ 3.1 million of the declared dividend represents exercise prices paid by certain noncontrolling shareholders in connection with the exercise of their stock options, which were netted against the dividend otherwise payable to those shareholders.

As of March 31, 2026, Visirna had a remaining dividend payable of $ 2.1 million to the Company’s noncontrolling shareholder, which was included in accrued expenses in the accompanying consolidated balance sheets.

As of June 30, 2026, Visirna had a remaining dividend payable of $ 2.1 million to the Company’s noncontrolling shareholder, which was included in accrued expenses in the accompanying consolidated balance sheets.

COMMITMENTS AND CONTINGENCIES

1 unchanged sentence

If the potential loss from any claim, asserted or unasserted, or legal proceeding is considered probable and the amount is reasonably estimable, the Company will accrue a liability for the estimated loss.

There were no contingent liabilities recorded as of March 31, 2026.

On September 10, 2025, the Company filed a Complaint for Declaratory Judgment in the United States District Court for the District of Delaware against Ionis Pharmaceuticals, Inc.

(“Ionis”) to declare that United States Patent No.

9,593,333 (“the ’333 patent”) is invalid and not infringed by the Company’s planned commercialization of investigational plozasiran (the “Delaware DJ action”).

On December 23, 2025, the court granted Ionis’s motion to dismiss the Delaware DJ action.

There were no contingent liabilities recorded as of June 30, 2026.

On September 11, 2025, Ionis filed a Complaint for Patent Infringement against the Company in the United States District Court for the Central District of California alleging patent infringement of the ’333 patent by the Company’s planned commercialization of investigational plozasiran and seeking damages.

The Company disputes the allegations of wrongdoing and intends to vigorously defend itself.

As of March 31, 2026, the Company did not have any material commitments.

As of June 30, 2026, the Company did not have any material commitments other than lease related commitments disclosed in Note 9 and debt related commitments disclosed in Note 13.

EQUITY METHOD INVESTMENT

On January 15, 2026, the Company, through its consolidated variable interest entity, Visirna, entered into and closed an Asset Transfer Agreement (the “Asset Transfer Agreement”) with Bisirna, pursuant to which the Company received 26,500,000 ordinary shares and 6,625,000 Series A preferred shares in exchange for in‑process research and development (“IPR&D”) assets transferred from Visirna to Bisirna.

As a result of the asset transfer, the Company recognized a gain of $ 19.0 million in other income in the accompanying consolidated statements of operations and comprehensive (loss) income

for the three months ended March 31, 2026.

The Company evaluated whether there was a basis difference between the carrying value and fair value of its proportionate share of Bisirna’s underlying net assets.

As a result of the asset transfer, the Company recognized a gain of $ 19.0 million in other income in the accompanying consolidated statements of operations and comprehensive (loss) income for the nine months ended June 30, 2026.

The Company evaluated whether there was a basis difference between the carrying value and fair value of its

proportionate share of Bisirna’s underlying net assets.

As Bisirna was not deemed a business as defined in ASC 805, Business Combinations , the Company immediately expensed the basis difference to the extent it related to acquired IPR&D assets.

As of March 31, 2026, the Company held a 25.29 % voting interest in Bisirna and one seat on Bisirna’s board of directors.

As of June 30, 2026, the Company held a 25.29 % voting interest in Bisirna and one seat on Bisirna’s board of directors.

The Company accounts its ownership in Bisirna under the equity method.

As of March 31, 2026, the carrying value of the Company’s investment in Bisirna was $ 4.7 million, which was included in other assets in the accompanying consolidated balance sheets.

As of June 30, 2026, the carrying value of the Company’s investment in Bisirna was $ 2.2 million, which was included in other assets in the accompanying consolidated balance sheets.

Pasadena, California :

The Company leases 49,000 square feet of office space located at 177 East Colorado Blvd.

The Company leases office space located at 177 East Colorado Blvd.

for its corporate headquarters from 177 Colorado Owner, LLC.

The lease expires on April 30, 2027, and contains an option to renew for one additional five-year term.

As of March 31, 2026, the Company had not exercised the renewal option and therefore it is not included in right-of-use assets and liabilities.

Subsequent to March 31, 2026, the Company entered into a lease amendment with 177 Colorado Owner, LLC.

See Note 17, Subsequent Events.

In April 2026, the Company entered into a lease amendment (the “2026 Pasadena Lease Amendment”) to extend the lease term for its office located in Pasadena, California and to add additional office space, increasing the total leased office space from approximately 49,576 square feet to approximately 98,444 square feet.

The 2026 Pasadena Lease Amendment commenced for a portion of the building in May 2026, with the remainder expected to commence in the fourth fiscal quarter of 2026.

The 2026 Pasadena Lease Amendment has a lease term of seven years and eight months and provides two consecutive options to renew for two terms of five years .

The Company is not reasonably certain that it will exercise this option to renew and therefore it is not included in right-of-use assets and liabilities as of June 30, 2026.

The 2026 Pasadena Lease Amendment granted the Company the right to receive a tenant improvement allowance funded by the lessor for $ 9.1 million.

The Company has further concluded that this tenant improvement allowance has no effects on the classification of the lease.

San Diego, California :

1 unchanged sentence

Pursuant to the lease, within twelve months of the expiration of the initial 15 -year term, the Company has the option to extend the lease for up to one additional ten-year term, with certain annual increases in base rent.

The Company is not reasonably certain that it will exercise this option to renew and therefore it is not included in right-of-use assets and liabilities as of March 31, 2026.

The Company is not reasonably certain that it will exercise this option to renew and therefore it is not included in right-of-use assets and liabilities as of June 30, 2026.

The lease agreement, as amended, granted the Company the right to receive an Additional Tenant Improvement Allowance (“ATIA”) funded by the lessor.

5 unchanged sentences

The lease contains options to renew for two terms of five years .

The Company is not reasonably certain that it will exercise this option and therefore it is not included in right-of-use assets and liabilities as of March 31, 2026.

The Company is not reasonably certain that it will exercise this option and therefore it is not included in right-of-use assets and liabilities as of June 30, 2026.

The components of lease assets and liabilities along with their classification on the Company’s consolidated balance sheets were as follows:

Lease Assets and Liabilities Classification March 31, 2026 September 30, 2025

Lease Assets and Liabilities Classification June 30, 2026 September 30, 2025

(in thousands)

2 unchanged sentences

Non-current operating lease liabilities Lease liabilities, net of current portion 114,298 104,112

Three Months Ended March 31, Six Months Ended March 31,

Three Months Ended June 30, Nine Months Ended June 30,

Lease Cost Classification 2026 2025 2026 2025

7 unchanged sentences

(1) Variable lease cost is primarily related to operating expenses associated with the Company’s operating leases.

There was no short-term lease cost during the three and six months ended March 31, 2026 and 2025, respectively.

The following table presents maturities of operating lease liabilities on an undiscounted basis as of March 31, 2026:

There was no short-term lease cost during the three and nine months ended June 30, 2026 and 2025, respectively.

The following table presents maturities of operating lease liabilities on an undiscounted basis as of June 30, 2026:

(in thousands)

5 unchanged sentences

Supplemental cash flow and other information related to leases was as follows:

Three Months Ended March 31, Six Months Ended March 31,

Three Months Ended June 30, Nine Months Ended June 30,

2026 2025 2026 2025

5 unchanged sentences

The Company has three plans that provide for equity-based compensation.

Under the 2013 Incentive Plan (the “2013 Plan”), 1,657,364 awards are granted and outstanding, relating to stock options and restricted stock awards to employees and directors as of March 31, 2026.

Under the 2013 Incentive Plan (the “2013 Plan”), 1,580,277 awards are granted and outstanding, relating to stock options and restricted stock awards to employees and directors as of June 30, 2026.

Under the 2021 Incentive Plan (the “2021 Plan”), 18,500,000 shares (subject to certain adjustments) of the Company’s common stock are authorized for grants of stock options, stock appreciation rights, restricted and unrestricted stock, performance awards, cash awards and other awards convertible into or otherwise based on shares of the Company’s common stock.

The maximum number of shares authorized under the 2021 Plan will be (i) reduced by any shares subject to awards made under the 2013 Plan after January 1, 2021, and (ii) increased by any shares subject to outstanding awards under the 2013 Plan as of January 1, 2021 that, after January 1, 2021, are canceled, expired, forfeited or otherwise not issued under such awards (other than as a result of being tendered or withheld to pay the exercise price or withholding taxes in connection with any such awards) or settled in cash.

As of March 31, 2026, 7,940,708 shares have been granted under the 2021 Plan, the total number of shares available for issuance was 11,354,663 shares, which includes 170,898 and 624,473 shares that were forfeited under the 2013 and 2021 Plans, respectively.

taxes in connection with any such awards) or settled in cash.

As of June 30, 2026, 7,955,754 shares have been granted under the 2021 Plan, and the total number of shares available for issuance was 11,372,310 shares, which includes 170,898 and 657,166 shares that were forfeited under the 2013 and 2021 Plans, respectively.

This reflects an amendment and restatement of the 2021 Plan approved by the Company’s stockholders on March 19, 2026 to increase the total number of authorized shares by 10,500,000 shares and extend the term of the plan to January 21, 2036.

Under the Company ’ s Inducement Plan (the “Inducement Plan”), 832,950 shares of the Company’s common stock are authorized for issuance pursuant to grants of stock options, stock appreciation rights, restricted and unrestricted stock, stock units (including restricted stock units), performance awards, cash awards, and other awards convertible into or otherwise based on shares of the Company’s common stock.

Under the Company’s Inducement Plan (the “Inducement Plan”), which was amended and restated in May 2026 to increase the total number of authorized shares and to extend the term of the plan to May 2036, 3,000,000 shares of the Company’s common stock are authorized for issuance pursuant to grants of stock options, stock appreciation rights, restricted and unrestricted stock, stock units (including restricted stock units), performance awards, cash awards, and other awards convertible into or otherwise based on shares of the Company’s common stock.

Awards under the Inducement Plan may only be granted to new employees of the Company in accordance with the provisions of Rule 5635(c)(4) of the Nasdaq Listing Rules.

As of March 31, 2026, 807,012 shares have been granted, net of cancellations, under the Inducement Plan.

As of June 30, 2026, 835,930 shares have been granted, net of cancellations, under the Inducement Plan.

The total number of shares remaining available for issuance was 2,164,070 shares.

In addition, prior to adoption of the Inducement Plan, the Company previously granted stand-alone inducement awards in the form of stock options and restricted stock units outside of the Company ’ s equity plans to new employees under Rule 5635(c)(4) of the Nasdaq Listing Rules.

As of March 31, 2026, there were 399,705 and 50,850 shares underlying outstanding stand-alone inducement options and restricted stock units, respectively.

As of June 30, 2026, there were 326,934 and 41,225 shares underlying outstanding stand-alone inducement options and restricted stock units, respectively.

The following table presents a summary of awards outstanding attributable to Arrowhead Pharmaceuticals, Inc.:

March 31, 2026

June 30, 2026

2013 Plan 2021 Plan Inducement Awards Total

4 unchanged sentences

The following table summarizes stock-based compensation expenses included in operating expenses attributable to Arrowhead Pharmaceuticals, Inc.:

Three Months Ended March 31, Six Months Ended March 31,

Three Months Ended June 30, Nine Months Ended June 30,

2026 2025 2026 2025

4 unchanged sentences

Stock Option Awards

The following table presents a summary of the stock option activity for the six months ended March 31, 2026:

The following table presents a summary of the stock option activity for the nine months ended June 30, 2026:

Shares Weighted-

5 unchanged sentences

Exercised ( 576,859 ) 22.88

Outstanding at March 31, 2026

Outstanding at June 30, 2026

830,176 $ 32.97 3.0 $ 40,293,644

Exercisable at March 31, 2026

Exercisable at June 30, 2026

830,176 $ 32.97 3.0 $ 40,293,644

The aggregate intrinsic values represent the amount by which the market price of the underlying stock exceeds the exercise price of the option.

The total intrinsic value of the options exercised during the three months ended March 31, 2026 and 2025 was $ 5.8 million and $ 3.7 million, respectively.

The total intrinsic value of the options exercised during the six months ended March 31, 2026 and 2025 was $ 18.4 million and $ 4.6 million, respectively.

Stock-based compensation expense related to stock options outstanding for the three months ended March 31, 2026 and 2025, was $ 0 and $ 3.0 thousand, respectively.

Stock-based compensation expense related to stock options outstanding for the six months ended March 31, 2026 and 2025, was $ 0 and $ 0.1 million, respectively.

As of March 31, 2026, the pre-tax compensation expense for all outstanding unvested stock options is considered nominal.

The total intrinsic value of the options exercised during the three months ended June 30, 2026

and 2025 was $ 11.2 million and $ 0.3 million, respectively.

The total intrinsic value of the options exercised during the nine months ended June 30, 2026 and 2025 was $ 23.8 million and $ 4.9 million, respectively.

There was no stock-based compensation expense related to stock options outstanding for the three months ended June 30, 2026 and 2025.

Stock-based compensation expense related to stock options outstanding for the nine months ended June 30, 2026 and 2025, was $ 0 and $ 0.1 million, respectively.

As of June 30, 2026, the pre-tax compensation expense for all outstanding unvested stock options is considered nominal.

The fair value of each stock option award is estimated on the date of grant using the Black-Scholes option pricing model.

1 unchanged sentence

The determination of the fair value of each stock option is affected by the Company’s stock price on the date of grant, as well as assumptions regarding a number of highly complex and subjective variables.

No options were granted during the six months ended March 31, 2026 and 2025.

No options were granted during the nine months ended June 30, 2026 and 2025.

Visirna ESOP :

Through March 31, 2026, Visirna, a subsidiary of the Company, granted an aggregate of 16,400,000 stock options to its employees from the Employee Stock Option Plan (the “Visirna ESOP”), which authorizes 20,000,000 shares for issuance.

Through June 30, 2026, Visirna, a subsidiary of the Company, granted an aggregate of 16,400,000 stock options to its employees from the Employee Stock Option Plan (the “Visirna ESOP”), which authorizes 20,000,000 shares for issuance.

The Visirna ESOP is independently managed by Visirna, including the valuation process.

For the three months ended March 31, 2026 and 2025, stock-based compensation expense related to the Visirna ESOP was $ 0.1 million and $( 0.1 ) million, respectively.

For the six months ended March 31, 2026 and 2025, stock-based compensation expense related to the Visirna ESOP was $( 0.1 ) million and $ 1.9 million, respectively.

For the three months ended June 30, 2026 and 2025, stock-based compensation expense related to the Visirna ESOP was $ 0 and $ 1.1 million, respectively.

For the nine months ended June 30, 2026 and 2025, stock-based compensation expense related to the Visirna ESOP was $ 0 and $ 3.0 million, respectively.

Restricted Stock Units

9 unchanged sentences

Forfeited ( 270,045 ) 31.55

Outstanding at March 31, 2026

Outstanding at June 30, 2026

5,794,654 $ 49.69

The fair value of RSUs was determined based on the closing price of the Company’s common stock on the grant

date, with consideration given to the probability of achieving service and/or performance conditions for awards.

For the three months ended March 31, 2026 and 2025, the Company recorded $ 16.6 million and $ 15.1 million of expense related to RSUs, respectively.

For the six months ended March 31, 2026 and 2025, the Company recorded $ 36.2 million and $ 29.2 million of expense related to RSUs, respectively.

As of March 31, 2026, there was $ 171.5 million of total unrecognized compensation cost related to RSUs that is expected to be recognized over a weighted-average period of 2.4 years.

The fair value of RSUs was determined based on the closing price of the Company’s common stock on the grant date, with consideration given to the probability of achieving service and/or performance conditions for awards.

For the three months ended June 30, 2026 and 2025, the Company recorded $ 15.0 million and $ 11.9 million of expense related to RSUs, respectively.

For the nine months ended June 30, 2026 and 2025, the Company recorded $ 51.1 million and $ 41.1 million of expense related to RSUs, respectively.

As of June 30, 2026, there was $ 158.8 million of total unrecognized compensation cost related to RSUs that is expected to be recognized over a weighted-average period of 2.5 years.

FAIR VALUE MEASUREMENTS

1 unchanged sentence

The Company’s valuation techniques and inputs used to measure fair value and the definition of the three levels (Level 1, Level 2, and Level 3) of the fair value hierarchy are disclosed in Note 10 - Fair Value Measurements of Notes to Consolidated Financial Statements of Part IV, “Item 15.

Exhibits and Financial Statement Schedules” of its Annual Report on Form 10-K for the fiscal year ended September 30, 2025.

Exhibits and Financial Statement Schedules” of its Annual Report

on Form 10-K for the fiscal year ended September 30, 2025.

The Company uses prices and inputs that are current as of the measurement date, including during periods of market disruption.

2 unchanged sentences

The Company recognizes transfers between levels at either the actual date of the event or a change in circumstances that caused the transfer.

As of March 31, 2026 and September 30, 2025, the Company did not have any financial assets or financial liabilities based on Level 3 measurements.

The following tables present information about the Company’s assets and liabilities measured at fair value on a recurring basis, and indicates the fair value hierarchy of the valuation techniques utilized by the Company:

March 31, 2026

June 30, 2026

Level 1 Level 2 Level 3 Total

2 unchanged sentences

government and agency securities $ — $ 251,437 $ — $ 251,437

Municipal securities — 5,999 — 5,999

Commercial notes — 111,916 — 111,916

1 unchanged sentence

Total available-for-sale securities — 1,547,201 — 1,547,201

Short‑term investments

Term deposits — 722 — 722

Total Short‑term investments

Cash equivalents

1 unchanged sentence

Term deposit — 16,586 — 16,586

Commercial notes — 30,246 — 30,246

Total cash equivalents

21 unchanged sentences

Convertible Notes

Our Convertible Notes (see Note 14) had a fair value of $ 722.8 million at March 31, 2026.

We determine the fair value of the Convertible Notes based on quoted market prices for these notes, which are Level 2 measurements because the

Convertible Notes do not trade regularly.

The Company's Convertible Notes (see Note 14) are carried at amortized cost and is not measured at fair value on a recurring basis.

As of June 30, 2026, the carrying value of the Convertible Notes was $ 682.7 million, and its estimated fair value was $ 843.7 million.

We determine the fair value of the Convertible Notes based on quoted market prices for these notes, which are Level 2 measurements because the Convertible Notes do not trade regularly.

Credit Facility

The fair value of the Company’s outstanding credit facility (see Note 13) was estimated using the net present value of the expected contractual payments, discounted at an interest rate consistent with a market interest rate, which represents a Level 2 input.

As of March 31, 2026, the estimated fair value of our credit facility approximated its carrying amount.

The Company’s credit facility (see Note 13) is carried at amortized cost and is not measured at fair value on a recurring basis.

As of June 30, 2026, the aggregate carrying amount of the current and noncurrent portions of the facility was $ 181.4 million, and its estimated fair value was approximately $ 416.0 million.

The estimated fair value was determined using an income approach based on the present value of expected cash flows associated with the facility’s contractual terms, including its scheduled repayments, paid-in-kind interest and multiple-on-invested-capital provisions.

Because the valuation included significant unobservable inputs, the estimated fair value was categorized within Level 3 of the fair value hierarchy.

LIABILITY RELATED TO THE SALE OF FUTURE ROYALTIES

3 unchanged sentences

During the third quarter of fiscal 2024, Amgen completed enrollment of the Phase 3 OCEAN(a) outcomes trial of olpasiran, which triggered a $ 50.0 million milestone payment that the Company received in the same quarter.

As of March 31, 2026, up to $ 110.0 million of additional milestone payments remain payable in the future, contingent upon the achievement of the remaining regulatory and royalty-based milestones.

As of June 30, 2026, up to $ 110.0 million of additional milestone payments remain payable in the future, contingent upon the achievement of the remaining regulatory and royalty-based milestones.

In consideration for the payment of the foregoing amounts under the Royalty Pharma Agreement, Royalty Pharma is entitled to receive all royalties otherwise payable by Amgen to the Company under the Olpasiran Agreement.

9 unchanged sentences

To the extent such payments are greater or less than the Company’s initial estimates or the timing of such payments is different than its original estimates, the Company will prospectively adjust the amortization of the royalty financing obligations and the effective interest rate.

During the three months ended March 31, 2026, the Company updated its estimates of future royalty payments based on revised assumptions related primarily to expected pricing, product launch timing, and projected sales.

During the three months ended June 30, 2026, the Company updated its estimates of future royalty payments based on revised assumptions related primarily to expected pricing, product launch timing, and projected sales.

These revisions resulted in changes to the expected amount and timing of future cash flows and, accordingly, an increase in the effective interest rate.

As a result, the estimated effective interest rate increased from 8.3 % as of September 30, 2025 to 9.4 % as of March 31, 2026.

As a result, the estimated effective interest rate increased from 8.3 % as of September 30, 2025 to 9.0 % as of June 30, 2026.

The following table presents the activity with respect to the liability related to the sale of future royalties.

Six Months Ended March 31,

Nine Months Ended June 30,

(in thousands)

Beginning carrying value $ 367,397 $ 341,361

Milestone payment received — —

Non-cash interest expense recognized 25,115 18,893

2 unchanged sentences

On August 7, 2024 (the “Closing Date”), the Company entered into a Financing Agreement with the guarantors party thereto, the lenders party thereto (the “Lenders”), and Sixth Street Lending Partners (“Sixth Street”), as the administrative agent and collateral agent for the Lenders (the “Financing Agreement”).

The Financing Agreement

establishes a senior secured term loan facility of $ 500.0 million (the “Credit Facility”), consisting of $ 400.0 million funded on the Closing Date and an additional $ 100.0 million available at the Company’s option, subject to mutual agreement with Sixth Street.

The Financing Agreement establishes a senior secured term loan facility of $ 500.0 million (the “Credit Facility”), consisting of $ 400.0 million funded on the Closing Date and an additional $ 100.0 million available at the Company’s option, subject to mutual agreement with Sixth Street.

The loans under the Credit Facility bear interest at an annual rate of 15.0 %, which is paid in kind and added to the outstanding principal balance of the Credit Facility each period.

8 unchanged sentences

The Amendment was effective on February 14, 2025, following the closing of the Sarepta Collaboration Agreement and receipt of the $ 500.0 million upfront payment from Sarepta.

The Amendment added an additional prepayment clause that requires certain contractual prepayments of principle and MOIC payments throughout the life of the loans under the Credit Facility.

Additionally, any prepayment will be split with 50 % of any such prepayment paying down the principle balance of the loans under the Credit Facility and the other 50 % being applied to prepay the MOIC Payment.

The Amendment added an additional prepayment clause that requires certain contractual prepayments of principal and MOIC payments throughout the life of the loans under the Credit Facility.

Additionally, any prepayment will be split with 50 % of any such prepayment paying down the principal balance of the loans under the Credit Facility and the other 50 % being applied to prepay the MOIC Payment.

In the event the prepayment amounts result in fees being prepaid in excess of the actual amounts required to be paid, the excess fees shall be reallocated and applied to reduce the amount of the principal balance upon repayment in full of the loans under the Credit Facility.

As of March 31, 2026, the Company has paid $ 142.3 million in MOIC payments of which $ 21.5 million is expected to be applied to principal upon repayment in full.

As of June 30, 2026, the Company has paid $ 158.9 million in MOIC payments of which $ 33.3 million is expected to be applied to principal upon repayment in full.

To date, the Company has paid $ 319.5 million of the loans under the Credit Facility.

2 unchanged sentences

All obligations under the Financing Agreement are secured on a first-priority basis by security interests in substantially all assets of the Company and material subsidiaries of the Company, including its intellectual property, subject to certain exceptions, and is guaranteed by material subsidiaries of the Company, including foreign subsidiaries, subject to certain exceptions.

The Financing Agreement contains customary covenants, including, without limitation, a financial covenant to maintain liquidity (cash, cash equivalents and investments) of at least $ 250.0 million if the Company ’ s market capitalization is above $ 2.0 billion, and negative covenants that, subject to certain exceptions, restrict indebtedness, liens, investments (including acquisitions), fundamental changes, asset sales and licensing transactions, dividends, modifications to material agreements, payment of subordinated indebtedness, distributions from certain parties, and other matters customarily restricted in such agreements.

investments (including acquisitions), fundamental changes, asset sales and licensing transactions, dividends, modifications to material agreements, payment of subordinated indebtedness, distributions from certain parties, and other matters customarily restricted in such agreements.

As of June 30, 2026, the Company was in compliance with all covenants under the Financing Agreement.

Pursuant to the terms of the Financing Agreement, the Company and its subsidiaries are not permitted to have an aggregate principal amount of convertible indebtedness outstanding at any one time in excess of the greater of $ 300.0 million and 10 % of the market capitalization of the Company (based on the closing price of the common stock of the Company on the trading date immediately prior to the incurrence of such indebtedness), but in no event greater than $ 700.0 million in the aggregate.

1 unchanged sentence

The Financing Agreement contains certain embedded features that were identified and evaluated as not material to the consolidated financial statements.

On August 13, 2025, the Company entered into second amendment to the Financing Agreement (the "Second

Amendment") that permitted the share repurchase of the Company's common stock from Sarepta and required the Company to pay a nominal administrative fee.

On August 13, 2025, the Company entered into a second amendment to the Financing Agreement (the "Second Amendment") that permitted the share repurchase of the Company's common stock from Sarepta and required the Company to pay a nominal administrative fee.

The outstanding balance of the Credit Facility consisted of the following:

March 31, 2026 September 30, 2025

June 30, 2026 September 30, 2025

(in thousands)

7 unchanged sentences

The following table sets forth total interest expense recognized related to the Credit Facility:

Three Months Ended March 31, Six Months Ended March 31,

Three Months Ended June 30, Nine Months Ended June 30,

2026 2025 2026 2025

7 unchanged sentences

$ 15,112 $ 16,404 $ 44,374 $ 48,774

The amounts shown in the table below, related to the Credit Facility, represent the expected repayments of principle and accrued interest balance as of March 31, 2026 inclusive of scheduled mandatory prepayments that the Company is obligated to make to the Lenders during the indicated periods.

The amounts shown in the table below, related to the Credit Facility, represent the expected repayments of principal and accrued interest balance as of June 30, 2026 inclusive of scheduled mandatory prepayments that the Company is obligated to make to the Lenders during the indicated periods.

The principal balance will increase from accrued paid in kind interest, and the table does not include MOIC prepayments beyond those contractually scheduled.

4 unchanged sentences

The maximum aggregate credit facility is 72.9 million Chinese Yuan ($ 10.7 million) bearing an annual interest rate of 4.1 %.

The term of each loan is twelve months .

The amount outstanding as of March 31, 2026 was 72.9 million Chinese Yuan ($ 10.5 million) on the credit facility which was classified as other current liabilities.

The term of each loan is

twelve months .

The amount outstanding as of June 30, 2026 was 22.1 million Chinese Yuan ($ 3.2 million) on the credit facility which was classified as other current liabilities.

CONVERTIBLE NOTES

3 unchanged sentences

The conversion rate is subject to adjustment, including in the case of conversions in connection with a make-whole fundamental change as defined in the indenture for the Notes or a redemption of the Notes.

The Notes are convertible at the option of the holders upon the occurrence of certain events prior to October 15, 2031, and thereafter at any time until the close of business on the second scheduled trading day immediately preceding the

maturity date.

Prior to October 15, 2031, holders may convert the Notes only upon the occurrence of one of the following circumstances:

9 unchanged sentences

The outstanding balance of the Notes consisted of the following:

March 31, 2026 September 30, 2025

June 30, 2026 September 30, 2025

(in thousands)

3 unchanged sentences

Convertible notes, net $ 682,707 $ —

$ 681,940 $ —

The following table sets forth total interest expense recognized related to the Notes:

Three Months Ended March 31, Six Months Ended March 31,

Three Months Ended June 30, Nine Months Ended June 30,

2026 2025 2026 2025

6 unchanged sentences

In connection with the issuance of the Notes, the Company entered into privately negotiated capped call transactions (the “Capped Calls”) with certain financial institutions.

The Capped Calls have an initial strike price corresponding to the initial conversion price of the Notes and an initial cap price of $ 119.33 per share, subject to adjustment under the terms of the Capped Call confirmations.

The Capped Calls have an initial strike price corresponding to the

initial conversion price of the Notes and an initial cap price of $ 119.33 per share, subject to adjustment under the terms of the Capped Call confirmations.

The Capped Calls are intended to reduce or offset potential dilution to the Company’s common stock upon conversion of the Notes, with such reduction or offset subject to the applicable cap price.

4 unchanged sentences

NET (LOSS) INCOME PER SHARE

The following table presents the computation of basic and diluted net (loss) income per share for the three and six months ended March 31, 2026 and 2025.

Three Months Ended March 31, Six Months Ended March 31,

The following table presents the computation of basic and diluted net (loss) income per share for the three and nine months ended June 30, 2026 and 2025.

Three Months Ended June 30, Nine Months Ended June 30,

2026 2025 2026 2025

10 unchanged sentences

(1) Include shares of common stock into which the 2024 and 2026 Avoro Pre-Funded Warrants may be exercised.

The following table sets forth the weight-average number of potentially dilutive securities that have been excluded from the calculation of diluted net (loss) income per share because to include them would be anti-dilutive.

Three Months Ended March 31, Six Months Ended March 31,

The following table sets forth the number of potentially dilutive securities that have been excluded from the calculation of diluted net (loss) income per share because to include them would be anti-dilutive.

Three Months Ended June 30, Nine Months Ended June 30,

2026 2025 2026 2025

18 unchanged sentences

Please refer to the consolidated financial statements for further information related to these measures of segment performance.

In addition, research and development and selling, general and administrative expenses are significant segment expenses regularly provided to the

CEO with the following categories:

In addition, research and

development and selling, general and administrative expenses are significant segment expenses regularly provided to the CEO with the following categories:

Research and Development

Three Months Ended March 31, Six Months Ended March 31,

Three Months Ended June 30, Nine Months Ended June 30,

2026 2025 2026 2025

10 unchanged sentences

Selling, General & Administrative

Three Months Ended March 31, Six Months Ended March 31,

Three Months Ended June 30, Nine Months Ended June 30,

2026 2025 2026 2025

10 unchanged sentences

SUBSEQUENT EVENTS

Lease Amendment

On April 27, 2026, the Company entered into a lease amendment (the “Pasadena Lease Amendment”) with 177 Colorado Owner, LLC for its corporate headquarters located at 177 East Colorado Blvd.

in Pasadena, California (the “Premises”).

Under the terms of the Pasadena Lease Amendment, the Company will lease approximately 98,444 square feet of office space at the Premises.

The 2026 Pasadena Lease Amendment is expected to commence on the later of May 1, 2027, or the date of substantial completion of tenant improvements, but in no event later than August 1, 2027.

The Pasadena Lease Amendment has a lease term of seven years and eight months and provides two consecutive options to extend the lease term by five years each.

Total rent and other obligations under the Pasadena Lease Amendment are expected to be approximately $ 50.3 million.

Licensing Agreement

On May 4, 2026, the Company entered into a Licensing Agreement with Madrigal Pharmaceuticals, Inc., (“Madrigal”).

Under the terms of the agreement, Madrigal will receive an exclusive global license to develop, manufacture, and commercialize ARO-PNPLA3, a clinical stage program.

The Company will receive an upfront payment of $ 25.0 million, and is eligible to receive milestone payments of up to $ 975.0 million.

The Company is further eligible to receive tiered royalties on commercial sales ranging from high-single digits to the mid-teens.

On July 31, 2026, the Company entered into an asset purchase agreement pursuant to which the Company agreed to purchase a rare pediatric disease priority review voucher ( “ PRV ” ) issued by the U.S.

Food and Drug Administration (the “ FDA ” ) for aggregate consideration of $ 215.0 million upon closing.

A PRV entitles its holder to priority review of a single new drug application or biologics license application, which is designed to shorten the FDA’s target review period, and may be sold or transferred to another party.

The Company currently expects to use the PRV in connection with its upcoming Supplemental New Drug Application for plozasiran to seek approval for the treatment of patients with severe hypertriglyceridemia.

Closing is subject to customary closing conditions, including expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

The Company expects the transaction to close in the fourth fiscal quarter of 2026 and intends to fund the purchase price from existing cash, cash equivalents and investments.

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-Q

Item 1. Financial Statements