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Item 9A. Controls and Procedures

2026-03-05 compared with 2025-03-10 · 349 added, 458 removed, 950 unchanged (46% of the section changed)

12 unchanged sentences

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

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Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2025, based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in its 2013 Internal Control - Integrated Framework.

5 unchanged sentences

Other Information.

(a) Retirement of Chief Scientific Officer

On March 5, 2025, Steven B.

Kanner, Ph.D., our chief scientific officer, informed us that he will retire from his position effective June 30, 2025.

Kanner intend to enter into an arrangement whereby Dr.

Kanner would serve as an advisor to us on research and development initiatives for a period of time after his retirement date.

We do not plan on hiring a new chief scientific officer at this time, and the research functions will report to certain members of our existing executive leadership team.

(b) Rule 10b5-1 Trading Arrangements

2 unchanged sentences

Not applicable.

Tabl e of Contents

Certain information required by Part III is incorporated by reference herein to our definitive proxy statement for our 2026 Annual Meeting of Stockholders (“2026 Proxy Statement”) pursuant to Regulation 14A of the Securities Exchange Act of 1934, as amended (“Exchange Act”), which we intend to file not later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K.

Directors, Executive Officers, and Corporate Governance.

The information required by this item of Form 10-K will be included under the caption “Board of Directors and Corporate Governance” and subsections thereof, including “—Nominees for Election as Class I Directors,” “—Directors Continuing in Office,” “—Family Relationships,” “—Classified Board of Directors,” and “—Board Committees—Audit Committee” in our 2025 Proxy Statement and is incorporated by reference herein.

Information about our executive officers is contained in the “Information about our Executive Officers” section in Part I, Item 4A of this Annual Report on Form 10-K.

The information required by this item of Form 10-K will be included under the caption “Board of Directors and Corporate Governance” and subsections thereof, including “—Nominees for Election as Class II Directors,” “—Directors Continuing in Office,” “—Family Relationships,” “—Classified Board of Directors,” and “—Board Committees—Audit Committee” and under the caption “Executive Officers” in our 2026 Proxy Statement and is incorporated by reference herein.

We have adopted a written Code of Business Conduct, Scientific and Data Integrity, and Ethics (“Code of Conduct”) that applies to all of our employees, consultants, and directors.

A current copy of the Code of Conduct is available on the Corporate Governance section of our website, https://investor.cariboubio.com.

A current copy of the Code of Conduct is available on the Corporate Governance section of our website, cariboubio.com.

The audit committee of our board of directors is responsible for overseeing the Code of Conduct and must approve any waivers of the Code of Conduct for our executive officers and directors.

16 unchanged sentences

Principal Accounting Fees and Services.

The information required by this item of Form 10-K will be included under the caption “Proposal No.

2 - Ratification of Selection of Independent Registered Public Accounting Firm” in our 2025 Proxy Statement and is incorporated by reference herein.

Tabl e of Contents

The information required by this item of Form 10-K will be included under the caption “Ratification of Selection of Independent Registered Public Accounting Firm” in our 2026 Proxy Statement and is incorporated by reference herein.

Exhibits, Financial Statement Schedules.

8 unchanged sentences

See Index to Consolidated Financial Statements on page F-1 of this Annual Report on Form 10-K, incorporated into this item by reference.

All financial schedules have been omitted because the required information is either presented in the consolidated financial statements or the notes thereto or is not applicable or required.

All financial schedules have been omitted because the required information is either presented in our consolidated financial statements or the notes thereto or is not applicable or required.

The exhibits required by Item 601 of Regulation S-K and Item 15(b) of this Annual Report on Form 10-K are listed in the Exhibit Index immediately preceding the signature page of this Annual Report on Form 10-K.

4 unchanged sentences

Number Exhibit Description

3.1 Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K (File No.

3.1 Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No.

001-40631), filed with the SEC on July 28, 2021)

3.2 Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 of the Registrant’s Current Report on Form 8-K (File No.

3.2 Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K (File No.

001-40631), filed with the SEC on July 28, 2021)

4.1 Description of Common Stock (incorporated by reference to Exhibit 4.1 of the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (File No.

4.1 Description of Common Stock (incorporated by reference to Exhibit 4.1 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (File No.

001-40631), filed with the SEC on March 21, 2022)

Exclusive License Agreement, dated November 13, 2020, by and between the Registrant and Memorial Sloan Kettering Cancer Center (incorporated by reference to Exhibit 10.2 of the Form S-1) filed by the Registrant on July 1, 2021 (File No.

333-257604) (the “Form S-1”)

Amendment No.

1 to the Exclusive License Agreement, dated February 21, 2025 , by and between the Registrant and Memorial Sloan Kettering Cancer Center

Sale and Assignment Agreement, dated January 31, 2020, by and between the Registrant and ProMab Biotechnologies, Inc.

(incorporated by reference to Exhibit 10.3 of the Form S-1)

(incorporated by reference to Exhibit 10.3 to the Registration Statement on Form S-1 filed with the SEC on July 1, 2021 (File No .:

333-257604) ( the “ F orm S-1 ” ) )

Amendment No.

1 to Sale and Assignment Agreement, dated October 20, 2020, by and between the Registrant and ProMab Biotechnologies, Inc.

(incorporated by reference to Exhibit 10.4 of the Form S-1)

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(incorporated by reference to Exhibit 10.4 to the Form S-1)

Amendment No.

2 to Sale and Assignment Agreement, dated December 15, 2020, by and between the Registrant and ProMab Biotechnologies, Inc.

(incorporated by reference to Exhibit 10.5 of the Form S-1)

(incorporated by reference to Exhibit 10.5 to the Form S-1)

10.4 Amendment No.

3 to Sale and Assignment Agreement, dated May 5, 2020, by and between the Registrant and ProMab Biotechnologies, Inc.

(incorporated by reference to Exhibit 10.6 of the Form S-1)

(incorporated by reference to Exhibit 10.6 to the Form S-1)

Amended and Restated Collaboration and License Agreement, dated July 13, 2015, by and between the Registrant and Pioneer Hi-Bred International, Inc.

(incorporated by reference to Exhibit 10.7 of the Form S-1)

(incorporated by reference to Exhibit 10.7 to the Form S-1)

Amendment No.

1 to Amended and Restated Collaboration and License Agreement, dated January 21, 2016, by and between the Registrant and Pioneer Hi-Bred International, Inc.

(incorporated by reference to Exhibit 10.8 of the Form S-1)

(incorporated by reference to Exhibit 10.8 to the Form S-1)

Amendment No.

2 to Amended and Restated Collaboration and License Agreement, dated July 18, 2016, by and between the Registrant and Pioneer Hi-Bred International, Inc.

(incorporated by reference to Exhibit 10.9 of the Form S-1)

(incorporated by reference to Exhibit 10.9 to the Form S-1)

Amendment No.

3 to Amended and Restated Collaboration and License Agreement, dated March 13, 2017, by and between the Registrant and Pioneer Hi-Bred International, Inc.

(incorporated by reference to Exhibit 10.10 of the Form S-1)

(incorporated by reference to Exhibit 10.10 to the Form S-1)

Amendment No.

4 to Amended and Restated Collaboration and License Agreement, dated June 26, 2017, by and between the Registrant and Pioneer Hi-Bred International, Inc.

(incorporated by reference to Exhibit 10.11 of the Form S-1)

(incorporated by reference to Exhibit 10.11 to the Form S-1)

Amendment No.

5 to Amended and Restated Collaboration and License Agreement, dated May 25, 2018, by and between the Registrant and Pioneer Hi-Bred International, Inc.

(incorporated by reference to Exhibit 10.12 of the Form S-1)

(incorporated by reference to Exhibit 10.12 to the Form S-1)

Amendment No.

6 to Amended and Restated Collaboration and License Agreement, dated June 2, 2019, by and between the Registrant and Pioneer Hi-Bred International, Inc.

(incorporated by reference to Exhibit 10.13 of the Form S-1)

(incorporated by reference to Exhibit 10.13 to the Form S-1)

Amendment No.

7 to Amended and Restated Collaboration and License Agreement, dated December 18, 2020, by and between the Registrant and Pioneer Hi-Bred International, Inc.

(incorporated by reference to Exhibit 10.14 of the Form S-1)

(incorporated by reference to Exhibit 10.14 to the Form S-1)

Amendment No.

8 to Amended and Restated Collaboration and License Agreement, dated December 18, 2020, by and between the Registrant and Pioneer Hi-Bred International, Inc.

(incorporated by reference to Exhibit 10.15 of the Form S-1)

License Agreement, dated July 16, 2014, by and between the Registrant and Intellia, LLC (incorporated by reference to Exhibit 10.16 of the Form S-1)

(incorporated by reference to Exhibit 10.15 to the Form S-1)

License Agreement, dated July 16, 2014, by and between the Registrant and Intellia, LLC (incorporated by reference to Exhibit 10.16 to the Form S-1)

Amendment No.

1 to the License Agreement, dated February 2, 2016, by and between the Registrant and Intellia Therapeutics, Inc.

as successor in interest to Intellia, LLC (incorporated by reference to Exhibit 10.17 of the Form S-1)

as successor in interest to Intellia, LLC (incorporated by reference to Exhibit 10.17 to the Form S-1)

Addendum to License Agreement, dated February 2, 2016, by and between the Registrant and Intellia Therapeutics, Inc.

as successor in interest to Intellia, LLC (incorporated by reference to Exhibit 10.18 of the Form S-1)

as successor in interest to Intellia, LLC (incorporated by reference to Exhibit 10.18 to the Form S-1)

Leaseback Agreement, dated June 16, 2021, by and between the Registrant and Intellia Therapeutics, Inc.

(incorporated by reference to Exhibit 10.19 of Amendment No.

1 to Form S-1 registration statement filed by the Registrant on July 19, 2021 (File No.

Consent to Assignments, Licensing and Common Ownership and Invention Management Agreement for a Programmable DNA Restriction Enzyme for Genome Editing, dated December 15, 2016, by and among the Registrant and the other parties thereto (incorporated by reference to Exhibit 10.20 of the Form S-1)

Exclusive License Agreement, dated April 16, 2013, by and among the Registrant, The Regents of the University of California, and the University of Vienna (incorporated by reference to Exhibit 10.21 of the Form S-1)

(incorporated by reference to Exhibit 10.19 to Amendment No.

1 to the Registration Statement on Form S-1 filed with the SEC on July 19, 2021 (File No.

333-257604) ( “ Amendment No.

1 to the Exclusive License Agreement, dated April 16, 2013, by and among the Registrant, The Regents of the University of California, and the University of Vienna (incorporated by reference to Exhibit 10.22 of the Form S-1)

Tabl e of Contents

1 to the Form S-1 ” )

Amendment No.

2 to the Exclusive License Agreement, dated April 17, 2013, by and among the Registrant, The Regents of the University of California, and the University of Vienna (incorporated by reference to Exhibit 10.23 of the Form S-1)

Amendment No.

3 to the Exclusive License Agreement, dated April 16, 2021, by and among the Registrant, The Regents of the University of California, and the University of Vienna (incorporated by reference to Exhibit 10.24 of the Form S-1)

Amendment No.

4 to the Exclusive License Agreement, dated February 14, 2025 , by and among the Registrant, The Regents of the University of California, and the University of Vienna

Memorandum of Understanding, dated March 14, 2019, by and among the Registrant, the University of Vienna, and the Regents of the University of California (incorporated by reference to Exhibit 10.25 of the Form S-1)

10.27 Amended and Restated Office/Laboratory Lease, dated March 31, 2021, by and between the Registrant and 2929 Seventh St., LLC (incorporated by reference to Exhibit 10.26 of the Form S-1)

10.28 First Amendment, dated January 11, 2022, to Amended and Restated Office/Laboratory Lease by and between Registrant and 2929 Seventh St., LLC (incorporated by reference to Exhibit 10.27 of the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (File No.

001-40631) , filed with the SEC on March 21, 2022)

10.29 Office/Laboratory Lease between the Registrant and 7 th Street Property III General Partnership, having a commencement date of January 13, 2022 (incorporated by reference to Exhibit 10.1 of the Form 8-K (File No.

001-40631) filed by the Registrant on January 19, 2022)

10.30 Rider 1 to Office/Laboratory Lease between the Registrant and 7 th Street Property III General Partnership, effective as of the lease commencement date of January 13, 2022 (incorporated by reference to Exhibit 10.29 of the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (File No.

Amendment No.

4 to the Exclusive License Agreement, dated February 14, 2025, by and among the Registrant, The Regents of the University of California, and the University of Vienna (inco rporated by reference to Exhibit 10.25 to the Registra nt ’ s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (File No.

001-40631 ), filed with the SEC on March 10, 2025)

10.31+ Officer Employment Agreement by and between the Registrant and Rachel E.

Haurwitz, Ph.D., dated July 27, 2021 (incorporated by reference to Exhibit 10.1 of the Form 8-K (File No.

001-40631) filed by the Registrant on July 28, 2021)

Compensation Letter, dated February 16, 2023, from the Registrant to Rachel E.

Haurwitz, Ph.D.

(incorporated by reference to Exhibit 10.34 of the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (File No.

10.25 Amended and Restated Office/Laboratory Lease, dated March 31, 2021, by and between the Registrant and 2929 Seventh St., LLC (incorporated by reference to Exhibit 10.26 to the Form S-1)

10.26 First Amendment, dated January 11, 2022, to Amended and Restated Office/Laboratory Lease by and between Registrant and 2929 Seventh St., LLC (incorporated by reference to Exhibit 10.27 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (File No.

001-40631), filed with the SEC on March 21, 2022)

Compensation Letter, dated February 20, 2024, from the Registrant to Rachel E.

Haurwitz, Ph.D.

(incorporated by reference to Exhibit 10.3 2 of the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 202 3 (File No.

Second Amendment, dated December 1 5 , 2025, to Amended and Restated Office/Laboratory Lease by and between Registrant and 2929 Seventh St., LLC

10.28 Office/Laboratory Lease between the Registrant and 7 th Street Property III General Partnership, having a commencement date of January 13, 2022 (incorporated by reference to Exhibit 10.1 to the Form 8-K (File No.

001-40631) filed with the SEC on January 19, 2022)

10.29 Rider 1 to Office/Laboratory Lease between the Registrant and 7 th Street Property III General Partnership, effective as of the lease commencement date of January 13, 2022 (incorporated by reference to Exhibit 10.29 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (File No.

001-40631), filed with the SEC on March 21, 2022)

Compensation Letter, dated February 17 , 202 5 , from the Registrant to Rachel E.

Haurwitz, Ph.D.

10.30+ Officer Employment Agreement by and between the Registrant and Rachel E.

Haurwitz, Ph.D., dated July 27, 2021 (incorporated by reference to Exhibit 10.1 to the Form 8-K (File No.

001-40631) , filed wi th the SEC on July 28, 2021)

10.31+ Officer Employment Agreement by and between the Registrant and Barbara G.

McClung, J.D., dated July 27, 2021 (incorporated by reference to Exhibit 10.3 of the Form 8-K (File No.

001-40631) filed by the Registrant on July 28, 2021)

Compensation Letter, dated February 16, 2023, from the Registrant to Barbara G.

McClung, J.D.

(incorporated by reference to Exhibit 10.41 of the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (File No.

001-40631), filed with the SEC on March 9, 2023)

Compensation Letter, dated February 20, 2024, from the Registrant to Barbara G.

McClung, J.D.

(incorporated by reference to Exhibit 10.41 of the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 202 3 (File No.

001-40631), filed with the SEC on March 11 , 202 4 )

Compensation Letter, dated February 17 , 202 5 , from the Registrant to Barbara G.

McClung, J.D.

McClung, J.D., dated July 27, 2021 (incorporated by reference to Exhibit 10.3 to the Form 8-K (File No.

001-40631) , filed with the SEC on July 28, 2021)

10.32+ Officer Employment Agreement by and between the Registrant and Steven B.

Kanner, Ph.D., dated July 27, 2021 (incorporated by reference to Exhibit 10.2 of the Form 8-K (File No.

001-40631) filed by the Registrant on July 28, 2021)

Kanner, Ph.D., dated July 27, 2021 (incorporated by reference to Exhibit 10.2 to the Form 8-K (File No.

001-40631) , filed with the SEC on July 28, 2021)

Amendment to the Officer Employment Agreement, dated July 27, 2021, by and between the Registrant and Steven B.

Kanner, Ph.D.

(incorporated by reference to Exhibit 10.1 of the Registrant’s Quarterly Report on Form 10-Q for the period ended June 30, 2024 (File No.

(incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the period ended June 30, 2024 (File No.

001-40631), filed with the SEC on August 6, 2024)

Tabl e of Contents

Compensation Letter, dated February 16, 2023, from the Registrant to Steven B.

Kanner, Ph.D.

(incorporated by reference to Exhibit 10.44 of the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (File No.

001-40631), filed with the SEC on March 9, 2023)

Compensation Letter, dated February 20, 2024, from the Registrant to Steven B.

Kanner, Ph.D.

(incorporated by reference to Exhibit 10.4 5 of the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (File No.

001-40631), filed with the SEC on March 11, 2024)

Compensation Letter, dated February 17 , 202 5 , from the Registrant to Steven B.

Kanner, Ph.D.

Officer Employment Agreement by and between the Registrant and Ruhi Khan, dated November 8, 2021 (incorporated by reference to Exhibit 10.39 of the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (File No.

001-40631) , filed with the SEC on March 21, 2022)

Offer Letter, dated November 22, 2023, between the Registrant and Tim Kelly (incorporated by reference to Exhibit 10.5 4 of the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (File No.

Advisory Consulting Agreement by and between the Registrant and Steven B.

Kanner, Ph.D., effective as of July 1, 2025 (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the three months ended March 31, 2025 (File No.

001-40631), filed with the SEC on May 8, 2025)

Officer Employment Agreement by and between the Registrant and Ruhi Khan, dated November 8, 2021 (incorporated by reference to Exhibit 10.39 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (File No.

001-40631), filed with the SEC on March 21, 2022)

Officer Employment Agreement by and between the Registrant and Tim Kelly, dated January 1, 2024 (incorporated by reference to Exhibit 10.55 of the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (File No.

Officer Employment Agreement by and between the Registrant and Tim Kelly, dated January 1, 2024 (incorporated by reference to Exhibit 10.55 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (File No.

001-40631), filed with the SEC on March 11, 2024)

Compensation Letter, dated February 17, 2025, from the Registrant to Tim Kelly

Offer Letter between the Registrant and Tina Albertson, M.D., Ph.D., dated May 30, 2024 (incorporated by reference to Exhibit 10.1 of the Registrant’s Quarterly Report on Form 10-Q for the period ended September 30, 2024 (File No.

001-40631), filed with the SEC on November 6, 2024)

Officer Employment Agreement by and between the Registrant and Tina Albertson, M.D., Ph.D., dated August 12, 2024 (incorporated by reference to Exhibit 10.2 of the Registrant’s Quarterly Report on Form 10-Q for the period ended September 30, 2024 (File No.

Officer Employment Agreement by and between the Registrant and Tina Albertson, M.D., Ph.D., dated August 12, 2024 (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the period ended September 30, 2024 (File No.

001-40631), filed with the SEC on November 6, 2024)

Offer Letter between the Registrant and Sriram Ryali, dated December 9, 2024

Officer Employment Agreement by and between the Registrant and Sriram Ryali, dated January 2, 2025

10.52+ 2013 Equity Incentive Plan (as originally adopted) (incorporated by reference to Exhibit 99.1 of the Form S-8 filed by the Registrant on July 26, 2021 (File No.:

Officer Employment Agreement by and between the Registrant and Sriram Ryali, dated January 2, 2025 ( incorporated by reference to Exhibit 10.51 to the Registrant ’ s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (File No.

001-40631), filed with the SEC on Mar ch 10, 2025)

10.39+ 2013 Equity Incentive Plan (as originally adopted) (incorporated by reference to Exhibit 99.1 to the Registr ation Statement on Form S-8 filed with the SEC on July 26, 2021 (File No.:

333-258173) (the “Form S-8”))

10.53+ 2013 Equity Incentive Plan (as amended May 12, 2016) (incorporated by reference to Exhibit 99.2 of the Form S-8)

10.54+ 2013 Equity Incentive Plan of the Registrant, as amended and restated April 3, 2019 and as amended March 1, 2021 (incorporated by reference to Exhibit 10.41 of Amendment No.

1 to Form S-1 registration statement filed by the Registrant on July 19, 2021 (File No.

Amendment to 2013 Equity Incentive Plan (effective December 9, 2021) (incorporated by reference to Exhibit 10.46 of the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (File No.:

10.40+ 2013 Equity Incentive Plan (as amended May 12, 2016) (incorporated by reference to Exhibit 99.2 to the Form S-8)

10.41+ 2013 Equity Incentive Plan of the Registrant, as amended and restated April 3, 2019 and as amended March 1, 2021 (incorporated by reference to Exhibit 10.41 to Amendment No.

1 to the Form S-1 )

Amendment to 2013 Equity Incentive Plan (effective December 9, 2021) (incorporated by reference to Exhibit 10.46 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (File No.:

001-40631 ) , filed with the SEC on March 21, 2022)

10.56+ Form of Stock Option Agreement under the 2013 Equity Incentive Plan (as originally adopted and as amended May 12, 2016) (incorporated by reference to Exhibit 99.4 of the Form S-8)

10.57+ Form of Stock Option Agreement under the 2013 Equity Incentive Plan, as amended and restated April 3, 2019 (incorporated by reference to Exhibit 10.1 of the Registrant’s Quarterly Report on Form 10-Q for the period ended September 30, 2021 (File No.:

333-258173) , filed by the Registrant on November 11, 2021)

10.43+ Form of Stock Option Agreement under the 2013 Equity Incentive Plan (as originally adopted and as amended May 12, 2016) (incorporated by reference to Exhibit 99.4 to the Form S-8)

10.44+ Form of Stock Option Agreement under the 2013 Equity Incentive Plan, as amended and restated April 3, 2019 (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the period ended September 30, 2021 (File No.:

001-40631 ) , filed with the SEC on November 11, 2021)

10.45+ 2021 Equity Incentive Plan of the Registrant (incorporated by reference to Exhibit 99.6 of the Form S-8)

Form of Employee Stock Option Agreement under the 2021 Equity Incentive Plan of the Registrant (incorporated by reference to Exhibit 10.50 of the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (File No.:

Form of Employee Stock Option Agreement under the 2021 Equity Incentive Plan of the Registrant (incorporated by reference to Exhibit 10.50 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (File No.:

001-40631 ) , filed with the SEC on March 21, 2022)

Form of Non-Employee Director Stock Option Agreement under the 2021 Equity Incentive Plan of the Registrant (incorporated by reference to Exhibit 10.51 of the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (File No.:

Form of Non-Employee Director Stock Option Agreement under the 2021 Equity Incentive Plan of the Registrant (incorporated by reference to Exhibit 10.51 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (File No.:

001-40 631 ) , filed with the SEC on March 21, 2022)

Tabl e of Contents

Form of Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement under the 2021 Equity Incentive Plan of the Registrant (incorporated by reference to Exhibit 10.52 of the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (File No.:

Form of Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement under the 2021 Equity Incentive Plan of the Registrant (incorporated by reference to Exhibit 10.52 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (File No.:

001-40631 ) , filed with the SEC on March 21, 2022)

Form of Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement under the 2021 Equity Incentive Plan of the Registrant (incorporated by reference to Exhibit 10.1 of the Registrant’s Quarterly Report on Form 10-Q for the period ended September 30, 2022 (File No.:

333-258173) , filed by the Registrant on November 8, 2022)

Form of Performance Stock Unit Award Grant Notice and Performance Stock Unit Award Agreement under the 2021 Equity Incentive Plan of the Registrant (incorporated by reference to Exhibit 10.2 of the Registrant’s Quarterly Report on Form 10-Q for the period ended September 30, 2022 (File No.:

333-258173) , filed by the Registrant on November 8, 2022)

10.64+ 2021 Employee Stock Purchase Plan (incorporated by reference to Exhibit 99.7 of the Form S-8)

10.65 Form of Indemnification Agreement between the Registrant and its directors and officers (incorporated by reference to Exhibit 10.50 of the Form S-1)

Form of Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement under the 2021 Equity Incentive Plan of the Registrant (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the period ended September 30, 2022 (File No.:

001-40631 ) , filed with the SEC on November 8, 2022)

Form of Performance Stock Unit Award Grant Notice and Performance Stock Unit Award Agreement under the 2021 Equity Incentive Plan of the Registrant (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the period ended September 30, 2022 (File No.:

001-40631 ) , filed with the SEC on November 8, 2022)

Form of Performance-Based Stock Option Agreement under the 2021 Equity Incentive Plan of the Registrant (incorporated by re ference to Exhibit 10.1 of the Registra nt ’ s Quarterly Report on Form 10-Q for the period ended September 30, 202 5 (File No .:

001-40631 ) , filed wi th the SEC on November 12 , 2025 )

10.52+ 2021 Employee Stock Purchase Plan (incorporated by reference to Exhibit 99.7 to the Form S-8)

10.53 Form of Indemnification Agreement between the Registrant and its directors and officers (incorporated by reference to Exhibit 10.50 to the Form S-1)

10.54 Open Market Sale Agreement SM , dated August 9, 2022, by and between the Registrant and Jefferies LLC (incorporated by reference to Exhibit 1.2 to the Company’s Registration Statement on Form S-3 (File No.

1 unchanged sentence

10.55 Securities Purchase Agreement, dated June 29, 2023, by and between the Registrant and Pfizer, Inc.

(incorporated by reference to Exhibit 10.1 to the Form 8-K filed by the Registrant with the SEC on July 6, 2023)

Insider Trading Policy

(incorporated by reference to Exhibit 10.1 to the Form 8-K filed with the SEC on July 6, 2023)

19.1 Insider Trading Policy (incorporated by reference to Exhibit 19.1 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (File No.:

001-440631), filed with the SEC on March 10, 2025)

21.1* List of Subsidiaries of the Registrant

19 unchanged sentences

† Indicates certain portions of this document that constitute confidential information have been redacted in accordance with Regulation S-K, Item 601(b)(10)

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# This certification is being furnished solely to accompany this Annual Report on Form 10-K pursuant to 18 U.S.C.

Section 1350, and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing of the Registrant under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

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Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Annual Report on Form 10-K (this “Report”) to be signed on its behalf by the undersigned, thereunto duly authorized .

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/s/ Ran Zheng Director March 5, 2026

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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

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Notes to Consolidated Financial Statements

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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We have served as the Company's auditor since 2016.

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CARIBOU BIOSCIENCES, INC.

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Operating lease liabilities, current

Deferred revenue ($ 2,487 from related party as of December 31, 2024, and December 31, 2023)

Deferred revenue ($ 0 and $2,487 from related party as of December 31, 2025, and December 31, 2024, respectively)

Total current liabilities 25,414 30,651

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

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CARIBOU BIOSCIENCES, INC.

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General and administrative 37,914 46,457

Impairment charges

Total operating expenses 159,503 176,610

Loss from operations ( 148,344 ) ( 166,616 )

Other income (expense)

Change in fair value of the MSKCC success payments liability 2,154 ( 1,288 )

Other (expense) income

Impairment of equity investment

Other income, net 8,827 17,502

Total other income 17,502 14,182

Net loss before (benefit from) provision for income taxes ( 149,114 ) ( 101,877 )

(Benefit from) provision for income taxes ( 9 ) 193

Total other (expense) income ( 331 ) 17,502

Net loss before benefit from income taxes ( 148,675 ) ( 149,114 )

Benefit from income taxes ( 550 ) ( 9 )

Net loss ( 148,125 ) ( 149,105 )

Other comprehensive income

Net unrealized gain on available-for-sale marketable securities, net of tax 225 1,548

Other comprehensive (loss) income

Net unrealized (loss) gain on available-for-sale marketable securities, net of tax ( 152 ) 225

Net comprehensive loss $ ( 148,277 ) $ ( 148,880 )

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

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CARIBOU BIOSCIENCES, INC.

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66,173 — — — — —

Issuances of common stock in connection with follow-on public offering, net of offering expenses

22,115,384 2 134,423 — — 134,425

Issuances of common stock in connection with ATM offering, net of offering expenses

3,420,061 1 15,191 — — 15,192

Issuances of common stock pursuant to a private placement with Pfizer

4,690,431 — 17,290 — — 17,290

Stock-based compensation expense — — 16,706 — — 16,706

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Stock-based compensation expense — — 12,680 — — 12,680

Other comprehensive income — — — 225 — 225

Other comprehensive loss — — — ( 152 ) — ( 152 )

Net loss — — — — ( 148,125 ) ( 148,125 )

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

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CARIBOU BIOSCIENCES, INC.

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( 1,140 ) ( 4,726 )

Impairment charges

Impairment of equity investment

Non-cash lease expense 1,844 2,173

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CASH FLOWS FROM INVESTING ACTIVITIES:

Proceeds from sales and maturities of marketable securities 397,492 338,188

Proceeds from maturities of marketable securities

252,830 397,492

Purchases of marketable securities ( 149,233 ) ( 304,393 )

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Payments to acquire in-process research and development — ( 1,625 )

Net cash provided by (used in) investing activities 86,607 ( 68,183 )

Net cash provided by investing activities 102,238 86,607

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from follow-on public offering, net of offering expenses

Proceeds from issuances of common stock in a private placement with Pfizer

Proceeds from exercise of stock options

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CASH, CASH EQUIVALENTS, AND RESTRICTED CASH ON THE BALANCE SHEET $ 12,406 $ 16,339

SUPPLEMENTAL CASH FLOW INFORMATION:

Cash paid for income taxes

SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

Purchases of property and equipment included in accounts payable and accrued expenses $ 60 $ 754

Right-of-use-assets recognized due to lease remeasurement

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

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CARIBOU BIOSCIENCES, INC.

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(“Company” or “we”) is a clinical-stage C lustered R egularly I nterspaced S hort P alindromic R epeats (“CRISPR”) genome-editing biopharmaceutical company dedicated to developing transformative therapies for patients with devastating diseases.

Our genome-editing platform, including our novel chRDNA ( C RISPR h ybrid R NA- DNA , or “chRDNA,” pronounced “chardonnay”) technology, enables more precise genome editing of allogeneic cell therapies.

Our allogeneic chimeric antigen receptor (“CAR”) -T (“CAR-T”) cell therapy candidates are manufactured in advance with cells from healthy donors, thus enabling broad patient access, rapid patient treatment, and increased manufacturing scale.

We use our chRDNA technologies to armor our cell therapies through multiple genome-editing strategies, such as checkpoint disruption, immune cloaking, or a combination of these two strategies, to enhance activity against devastating diseases.

We are advancing our pipeline of allogeneic CAR-T cell therapies through four clinical development programs targeting the treatment of hematologic malignancies and autoimmune diseases.

Our genome-editing platform is based on our novel chRDNA ( C RISPR h ybrid R NA- DNA , or “chRDNA,” pronounced “chardonnay”) genome-editing technology, which enables more precise genome editing of allogeneic cell therapies.

Our allogeneic, or off-the-shelf, chimeric antigen receptor (“CAR”)-T (“CAR-T”) cell therapy candidates are manufactured in advance with cells from healthy donors, with the goal of enabling broad patient access, rapid patient treatment, and increased manufacturing scale.

We use our chRDNA technology to armor our allogeneic CAR-T cell therapy product candidates through genome-editing strategies, such as checkpoint disruption and immune cloaking, to enhance activity against hematologic malignancies.

We incorporated in October 2011 as a Delaware corporation and are headquartered in Berkeley, California.

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We may never achieve profitability and, unless and until we do, we will need to continue to raise additional capital.

Our management expects that existing cash, cash equivalents, and marketable securities of $ 249.4 million as of December 31, 2024, will be sufficient to fund our current operating plan for at least the next 12 months from the date the consolidated financial statements included in this Annual Report on Form 10-K are issued.

Our management expects that existing cash, cash equivalents, and marketable securities of $ 142.8 million as of December 31, 2025, will be sufficient to fund our current operating plan for at least the next 12 months from the date our consolidated financial statements included in this Annual Report on Form 10-K are filed.

Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S.

Our consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S.

GAAP”) and include our accounts and the accounts of our wholly owned subsidiaries.

All intercompany accounts and transactions are eliminated in consolidation.

Certain prior period amounts in our consolidated financial statements have been reclassified to conform to current period presentation.

Use of Estimates

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the disclosure of contingent assets and liabilities at the date of our consolidated financial statements;

and the reported amounts of revenue, income, and expenses during the applicable reporting period.

On an ongoing basis, we evaluate our estimates and assumptions, including those related to revenue recognition, stock-based compensation expense, accrued research and development expenses, valuation of the Memorial Sloan Kettering Cancer Center (“MSKCC”) success payments liability, and income taxes.

Our management bases its estimates on historical experience and various other assumptions that they believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.

and the reported amounts of revenue, income, and expenses for the applicable reporting period.

On an ongoing basis, we evaluate our estimates and assumptions, including those related to revenue recognition, impairment of long-lived assets, stock-based compensation expense, accrued research and development expenses, and income taxes.

Our management evaluates its estimates and assumptions on an ongoing basis using historical experience and various other assumptions that they believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.

Actual results may differ materially from those estimates.

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Operating segments are defined as components of an entity about which separate discrete information is available for evaluation by the chief operating decision maker (“CODM”) in deciding how to allocate resources and in assessing performance.

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Substantially all our cash and cash equivalents are deposited in accounts at four financial institutions, and our account balances exceed federally insured limits.

We mitigate the risks by investing in high-grade instruments, limiting our exposure to one issuer, and we monitor the ongoing creditworthiness of these financial institutions and issuers.

We mitigate the risks by investing only in high-grade instruments, limiting our exposure to any single issuer, and we monitor the ongoing creditworthiness of these financial institutions and issuers.

Licensees that represent 10% or more of our revenue and accounts receivable and contract assets were as follows:

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Licensee A 19.5 % 26.6 % 54.5 % 49.3 %

22.3 % 24.9 % * *

Total 63.3 % 67.7 % 66.3 % 49.3 %

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Payments to us under these arrangements typically include one or more of the following:

nonrefundable upfront license fees, maintenance fees, milestones, and other contingent payments to us for the achievement of defined collaboration objectives and certain preclinical, clinical, regulatory, and sales-based events, as well as royalties on sales of any commercialized products.

nonrefundable upfront license fees, maintenance fees, milestones, and other contingent payments to us for the achievement of defined collaboration objectives and certain nonclinical, clinical, regulatory, and sales-based events, as well as royalties on sales of any commercialized products.

We assess whether the promises in our contracts with third parties are considered distinct performance obligations that should be accounted for separately.

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If a license to intellectual property controlled by us is determined to be distinct from the other performance obligations identified in the agreement, we recognize revenues allocated to the license at the point in time when the license is transferred to the licensee and the licensee is able to use and benefit from the license.

For licenses that are combined with

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other promises, we utilize our judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue.

For licenses that are combined with other promises, we utilize our judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue.

We evaluate the measure of progress using the input method for each reporting period and, if necessary, adjust the measure of performance and related revenue recognition.

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We consider all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.

As of December 31, 2024, and 2023, cash and cash equivalents consisted of cash, money market funds, commercial paper, U.S.

government agency bonds, and U.S.

As of December 31, 2025, cash and cash equivalents consisted of cash, money market funds, and commercial paper.

As of December 31, 2024, cash and cash equivalents consisted of cash, money market funds, government securities, commercial paper, and U.S.

Treasury bills.

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government agency bonds, and corporate debt securities.

We classify those securities that mature in more than 12 months as long-term investments in the consolidated balance sheets.

We record at estimated fair value based on quoted market prices or observable market inputs of almost identical assets, with the unrealized holding gains or losses recorded in other comprehensive loss in the consolidated statements of operations and comprehensive loss.

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The amortized cost of securities is adjusted for amortization of premiums and accretion of discounts to maturity, which are both recorded to interest income in the consolidated statements of operations and comprehensive loss.

We classify those securities that mature in more than 12 months as long-term investments in our consolidated balance sheets.

We record at estimated fair value based on quoted market prices or observable market inputs of almost identical assets, with the unrealized holding gains or losses recorded in other comprehensive (loss) income in our consolidated statements of operations and comprehensive loss.

The amortized cost of securities is adjusted for amortization of premiums and accretion of discounts to maturity, which are both recorded to interest income in our consolidated statements of operations and comprehensive loss.

When the fair value of a debt security declines below its amortized cost basis, any portion of that decline attributable to credit losses, to the extent expected to be nonrecoverable before the sale of the security, is recognized in our statement of operations.

When the fair value of a debt security declines below its amortized cost basis due to changes in interest rates, such amounts are recorded in other comprehensive loss, and are recognized in our statements of operations only if we sell or intend to sell the security before recovery of its cost basis.

When the fair value of a debt security declines below its amortized cost basis due to changes in interest rates, such amounts are recorded in other comprehensive (loss) income, and are recognized in our statements of operations only if we sell or intend to sell the security before recovery of its cost basis.

Investments in Equity Securities

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If we determine that we do have control over these companies under either voting or VIE models, we consolidate them in our consolidated financial statements.

As of December 31, 2024, and 2023, investments in equity securities, long-term, consisted primarily of our investment in the preferred stock of a private company, related party (see Note 7, “Related Party Transactions”).

As of December 31, 2024, investments in equity securities, long-term, consisted primarily of our investment in the preferred stock of a private company, related party (see Note 7, “Related Party Transactions”).

We concluded that our shares of the private company’s preferred stock are not in substance common stock and, since these securities do not have readily determinable fair value, we account for our investment in the private company’s preferred stock using the measurement alternative method.

As of December 31, 2024, and 2023, we did not recognize any impairment loss related to this investment.

During the second quarter of 2025, we determined that impairment indicators existed, and the fair value of our shares of the private company’s preferred stock was zero, as a result, as of June 30, 2025, the preferred stock was fully impaired and no balance remained.

We recorded an impairment expense of $ 9.2 million for the year ended December 31, 2025.

Property and Equipment

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An impairment loss is recognized when estimated future cash flows expected to result from the use of the asset and its eventual disposition is less than the carrying amount of the asset.

To date, there have been no such impairment losses.

During the second quarter of 2025, we identified certain triggering events, such as significant changes in our current and expected use of leased office and lab space and lab equipment.

We determined that these asset groups were impaired and recorded an impairment expense of $ 12.2 million for the year ended December 31, 2025 (see Note 15, “Restructuring Charge”).

Under Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) No.

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(iv) the present value of the sum of the lease payments and residual value guaranteed by the lessee equals or exceeds substantially all of the fair value of the underlying asset;

and (v) the underlying asset is such a specialized nature that it is expected to have no alternative use to the

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lessor at the end of the lease term.

and (v) the underlying asset is such a specialized nature that it is expected to have no alternative use to the lessor at the end of the lease term.

As of December 31, 2025, our leases consisted of real estate operating leases and we did not have any finance leases.

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Right-of-use assets and lease liabilities may include options to extend or terminate leases if it is reasonably certain that we will exercise such options.

If significant events, changes in circumstances, or other events indicate that the lease term or other inputs have changes, we would reassess lease classification, remeasure the lease liabilities using revised inputs as of the reassessment date, and adjust the operating lease right-of-use assets.

Lease payments which are fixed and determinable are amortized as rent and lease expense on a straight-line basis over the expected lease term.

Variable lease costs, which are dependent on usage, a rate or index, including common area maintenance charges, are expensed as incurred.

Variable lease costs, such as common area maintenance charges and other operating costs, are expensed as incurred.

Lease agreements that include lease and non-lease components are accounted for as a single lease component.

Lease agreements with non-cancelable terms of less than 12 months are not recorded on our balance sheets.

MSKCC Success Payments Liability

Under the terms of our Exclusive License Agreement, dated November 13, 2020, with MSKCC (as amended, “MSKCC Agreement”) (see Note 4, “Significant Agreements”), we are obligated to make success payments and a change of control payment if our stock price increases by certain multiples of increasing value based on a comparison of the fair value of our common stock with $ 5.1914 per share, adjusted for any future stock splits, during a specified time period.

The relevant time period commenced on February 13, 2024, when the first patient was dosed with our anti- C-type lectin-like molecule-1 (“CLL-1”) product candidate (CB-012) in our AMpLify phase 1 clinical trial, and ends upon the earlier of the third anniversary of approval of our biologics license application (“BLA”) by the U.S.

Food and Drug Administration (“FDA”) or 10 years from February 13, 2024.

Under the MSKCC Agreement, our common stock fair value is determined by the 45-trading day volume weighted-average trading price immediately preceding the date of determination.

The success payments liability is accounted for under ASC 815, Derivatives and Hedging.

The nature of the success payments liability is contingent consideration for the MSKCC exclusive license and, as such, it was accounted for as research and development expenses at estimated fair value at inception.

The success payments liability is remeasured at fair value at each subsequent balance sheet date, and changes in the fair value of the success payments liability are included in other income (expense) in the consolidated statements of operations and comprehensive loss.

To determine the estimated fair value of the MSKCC success payments liability, we use a Monte Carlo simulation methodology that models the future movement of stock prices based on several key variables.

This model requires significant estimates and assumptions in determining the estimated fair value of the MSKCC success payments liability at each balance sheet date.

The following variables were incorporated in the estimated fair value of the success payments liability:

estimated term of the success payments, fair value of common stock, expected volatility, risk-free interest rate, and estimated number and timing of valuation measurement dates on the basis of which payments may be triggered.

The computation of expected volatility was estimated using a combination of available information about the historical volatility of stocks of similar publicly traded companies for a period matching the expected term assumption and projected volatility.

The assumptions used to calculate the fair value of the MSKCC success payments liability are subject to a significant amount of judgment including the expected volatility that was estimated using available information about the historical volatility of stocks of publicly traded companies that are similar to us, the estimated term, and the estimated number and timing of valuation measurement dates.

There are several valuation measurement dates that may trigger payments under the MSKCC Agreement and are considered in our valuation of the MSKCC success payments liability (see Note 4, “Significant Agreements”).

Accrued Research and Development Expenses

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and allocated overhead, including rent, equipment depreciation, and utilities.

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We record accrued liabilities for estimated costs of our research and development activities conducted by third-party service providers.

We record the estimated costs of research and development activities based upon the estimated amount of services provided but not yet invoiced and include these costs in accrued liabilities in the consolidated balance sheets and within research and development expenses in the consolidated statements of operations and comprehensive loss.

We record the estimated costs of research and development activities based upon the estimated amount of services provided but not yet invoiced and include these costs in accrued liabilities in our consolidated balance sheets and within research and development expenses in our consolidated statements of operations and comprehensive loss.

We accrue for these costs based on factors such as estimates of the work completed and in accordance with the third-party service agreements.

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To date, we have not experienced any material differences between accrued costs and actual costs incurred.

We make payments in connection with clinical trials to contract manufacturing organizations (“CMOs”) that manufacture the material for our product candidates and to clinical research organizations (“CROs”) and clinical trial sites that conduct and manage our clinical trials.

We make payments in connection with clinical trials to contract manufacturing organizations (“CMOs”) that manufacture the material for our product candidates and to contract research organizations (“CROs”) and clinical trial sites that conduct and manage our clinical trials.

The financial terms of these contracts are subject to negotiation, which vary by contract and may result in payments that do not match the periods over which materials or services are provided.

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During the years ended December 31, 2025, and 2024, we incurred gross patent costs of $ 3.6 million and $ 3.8 million, respectively.

During the years ended December 31, 2024, and 2023, we recorded $ 1.2 million and $ 1.5 million, respectively, of patent cost reimbursements as a credit to general and administrative expenses.

During each of the years ended December 31, 2025, and 2024, we recorded $ 1.2 million of patent cost reimbursements as a credit to general and administrative expenses.

Stock-Based Compensation Expense

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We determine the grant-date fair value of the options using the Black-Scholes option-pricing model.

The fair value of restricted stock units (“RSUs”) and performance-based RSUs (“PSUs”) awards is determined based on the number of units granted and the closing price of our common stock as of the grant-date.

The fair value of the award that is ultimately expected to vest is recognized as expense on a straight-line basis over the requisite service period of the awards, which is generally the vesting period, and is adjusted for pre-vesting forfeitures in the period in which the forfeitures occur.

The fair value of restricted stock units (“RSUs”), performance-based RSUs (“PSUs”), and performance-based stock options (“PBSOs”) awards is determined based on the number of units granted and the closing price of our common stock as of the grant-date.

For options and RSUs, the fair value of the award that is ultimately expected to vest is recognized as expense on a straight-line basis over the requisite service period of the awards, which is generally the vesting period.

For performance-based awards, expense is recognized over the related vesting period once the conditions for achievement of the milestones are probable.

All awards are adjusted for pre-vesting forfeitures in the period in which the forfeitures occur.

We use the Black-Scholes valuation model as the method for determining the estimated fair value of stock options and stock purchases under our 2021 Employee Stock Purchase Plan (“ESPP”) with the following assumptions:

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The expected term for our stock purchases under our ESPP is the offering period.

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Expected Volatility — Expected volatility is estimated based on the average historical volatilities of common stock of comparable publicly traded entities within the life sciences industry over a period equal to the expected term of the stock option grants , as we do not have sufficient trading history for our common stock.

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We account for income taxes using the asset and liability method.

We recognize deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns.

Deferred tax assets and liabilities are determined based on the difference between the consolidated financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.

We recognize deferred tax assets and liabilities for the expected future tax consequences of events that have been included in our consolidated financial statements or tax returns.

Deferred tax assets and liabilities are determined based on the difference between our consolidated financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.

Valuation allowances are provided if, based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.

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We recognize fees earned from sources not considered to be within the normal course of business in other income within the statements of operations and comprehensive loss.

During each of the years ended December 31, 2024, and 2023 , we recognized $ 15.3 million of interest income from our short-term and long-term marketable securities.

During the years ended December 31, 2025, and 2024 , we recognized $ 8.0 million and $ 15.3 million, respectively, of interest income from our short-term and long-term marketable securities.

Comprehensive Loss

Comprehensive loss is composed of net loss and other comprehensive income.

Other comprehensive income consists of unrealized gains and losses on available-for-sale marketable securities.

Comprehensive loss is composed of net loss and other comprehensive (loss) income.

Other comprehensive (loss) income consists of unrealized gains and losses on available-for-sale marketable securities.

Net Loss Per Share

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From time to time, new accounting pronouncements are issued by FASB or other standard-setting bodies and adopted are by us as of the specified effective date.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures .

This ASU requires public entities to disclose information about their reportable segments’ significant expenses and other segment items on an interim and annual basis.

Public entities with a single reportable segment are required to apply the disclosure requirements in ASU 2023-07, as well as all existing segment disclosures and reconciliation requirements in ASC 280 on an interim and annual basis.

ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.

We adopted ASU 2023-07 for the fiscal year 2024.

The impact of ASU 2023-07 resulted in additional disclosures in our notes to the consolidated financial statements (see Note 15, “Segment Information”).

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Recently Issued Accounting Pronouncements Not Yet Adopted

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

Improvements to Income Tax Disclosures.

This ASU requires public entities, on an annual basis, to provide disclosure of specific categories in the rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction.

This ASU requires public entities, on an annual basis, to provide disclosure of specific categories in the tax rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction.

ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted.

We are currently evaluating the impact of the new guidance and do not expect that the adoption of ASU 2023-09 will have a material impact on our consolidated financial statements and related disclosures.

We have adopted ASU 2023-09 on a prospective basis for the fiscal year 2025.

The impact of ASU 2023-09 resulted in additional disclosures in the notes to our consolidated financial statements (see Note 12, “Income Taxes”).

Recently Issued Accounting Pronouncements Not Yet Adopted

In November 2024, the FASB issued ASU No.

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We are currently evaluating the impact of the adoption of ASU 2024-03.

In September 2025, the FASB issued ASU No.

2025-06 - Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software.

The amendments in ASU 2025-06 remove all references to prescriptive and sequential software development stages.

This ASU requires entities to begin capitalizing software costs when management authorizes and commits to funding the software project, and it is probable that the project will be completed and the software will be used for its intended purpose.

ASU 2025-06 is effective for fiscal years beginning after December 15, 2027, with early adoption permitted.

We are currently evaluating the impact of the adoption of ASU 2025-06.

In December 2025, the FASB issued ASU 2025-11 - Interim Reporting (Topic 270):

Narrow-Scope Improvements.

The amendments in ASU 2025-11 provide clarifications intended to improve the consistency and usability of interim disclosure requirements, including a comprehensive listing of required interim disclosures and a new disclosure principle for reporting material events occurring after the most recent annual financial reporting period.

ASU 2025-11 is effective for fiscal years beginning after December 15, 2027, and interim periods within those fiscal years, with early adoption permitted.

We are currently evaluating the impact of the adoption of ASU 2025-11.

Emerging Growth Company and Smaller Reporting Company Status

We are an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 Act (“JOBS” Act”).

We are an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 Act (“JOBS” Act”), and may remain an emerging growth company until the last day of our fiscal year following the fifth anniversary of the closing of our initial public offering (“IPO”) (i.e., December 31, 2026).

Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies.

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Fair Value Measurements and Fair Value of Financial Instruments

The authoritative guidance on fair value measurements establishes a three-tier fair value hierarchy for disclosure of fair value measurements as follows:

Level 1—Quoted prices in active markets for identical assets or liabilities.

Level 2—Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Assets and liabilities measured at fair value are classified in their entireties based on the lowest level of input that is significant to the fair value measurement.

Our assessment of the significance of a particular input to the fair value measurement in its entirety requires our management to make judgments and consider factors specific to the asset or liability.

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Our financial instruments consist of Level 1, Level 2, and Level 3 financial instruments.

We generally classify our marketable securities as Level 1 or Level 2.

Instruments are classified as Level 2 when observable market prices for identical securities that are traded in less active markets are used.

When observable market prices for identical securities are not available, such instruments are priced using benchmark curves, benchmarking of like securities, sector groupings, matrix pricing, and valuation models.

These valuation models are proprietary to the pricing providers or brokers and incorporate a number of inputs, including in approximate order of priority:

benchmark yields, reported trades, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers, and reference data including market research publications.

For certain security types, additional inputs may be used, or some of the standard inputs may not be applicable.

Evaluators may prioritize inputs differently on any given day for any security based on market conditions, and not all inputs listed are available for use in the evaluation process for each security valuation on any given day.

We classify fair value-based measurements using a three-level hierarchy that prioritizes the inputs used to measure fair value.

This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs.

The three levels of inputs used to measure fair value are as follows:

Level 1, quoted market prices (unadjusted) in active markets for identical assets or liabilities;

Level 2, observable inputs other than quoted market prices included in Level 1, such as quoted market prices for markets that are not active or other inputs that are observable or can be corroborated by observable market data;

and Level 3, unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities, including certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.

Changes in the ability to observe valuation inputs may result in a reclassification of levels of certain securities within the fair value hierarchy.

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No such transfers occurred during the years ended December 31, 2025, and 2024.

Level 1 financial instruments are comprised of money market fund investments and U.S.

Treasury bills.

Level 2 financial instruments are comprised of commercial paper, corporate debt securities, and U.S.

government agency bonds.

Financial assets and liabilities are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies, or similar techniques, and at least one significant model assumption or input is unobservable.

Level 3 financial instruments consist of the MSKCC success payments liability.

Recurring Measurements

The following table sets forth our financial instruments that were measured at fair value on a recurring basis by level within the fair value hierarchy (in thousands):

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Total Level 1 Level 2 Level 3

Treasury bills ($ 1,293 included in cash and cash equivalents)

$ 169,615 $ 169,615 $ — $ —

government agency bonds ($ 1,993 included in cash and cash equivalents)

Treasury bills

$ 86,964 $ 86,964 $ — $ —

Commercial paper ($ 1,499 included in cash and cash equivalents)

government agency bonds

28,717 — 28,717 —

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8,663 — 8,663 —

Commercial paper ($ 999 included in cash and cash equivalents)

7,140 — 7,140 —

Total fair value of assets $ 142,845 $ 98,325 $ 44,520 $ —

MSKCC success payments liability $ 785 $ — $ — $ 785

Total fair value of liabilities $ 785 $ — $ — $ 785

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Fair Value Measurements as of December 31, 2024

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$ 169,615 $ 169,615 $ — $ —

Commercial paper ($ 9,759 included in cash and cash equivalents)

government agency bonds ($ 1,993 included in cash and cash equivalents)

33,482 — 33,482 —

government agency bonds

Commercial paper ($ 1,499 included in cash and cash equivalents)

26,283 — 26,283 —

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Losses Estimated

Treasury bills ($ 1,293 included in cash and cash equivalents)

$ 169,414 $ 268 $ ( 67 ) $ 169,615

government agency bonds ($ 1,993 included in cash and cash equivalents)

Treasury bills

$ 86,872 $ 92 $ — $ 86,964

Commercial paper ($ 1,499 included in cash and cash equivalents)

government agency bonds

28,707 12 ( 2 ) 28,717

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8,663 2 ( 2 ) 8,663

Commercial paper ($ 999 included in cash and cash equivalents)

7,139 1 — 7,140

Total cash equivalents and marketable securities $ 142,742 $ 107 $ ( 4 ) $ 142,845

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Total cash equivalents and marketable securities $ 142,845

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As of December 31, 2024

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$ 169,414 $ 268 $ ( 67 ) $ 169,615

Commercial paper ($ 9,759 included in cash and cash equivalents)

government agency bonds ($ 1,993 included in cash and cash equivalents)

33,440 53 ( 11 ) 33,482

government agency bonds

Commercial paper ($ 1,499 included in cash equivalents)

26,274 11 ( 2 ) 26,283

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Total cash equivalents and marketable securities $ 249,386

During the years ended December 31, 2024, and 2023, we reviewed our impaired marketable securities and concluded that the decline in fair value was not related to credit losses and is recoverable.

Accordingly, no allowance for credit losses was recorded and instead the unrealized losses are reported as a component of accumulated other comprehensive loss.

We reviewed each of our marketable securities as of December 31, 2025, and 2024, and concluded that any decline in fair value was not related to credit losses and is recoverable.

Accordingly, no allowance for credit losses was recorded and the unrealized losses are reported as a component of accumulated other comprehensive income.

The following table presents the fair value of available-for-sale marketable securities by contractual maturities (in thousands):

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Due in one to five years

On May 13, 2025, we provided notice of termination to Memorial Sloan Kettering Cancer Center (“MSKCC”) of the Exclusive License Agreement, dated November 13, 2020, (as amended, “MSKCC Agreement”) with MSKCC Agreement, which termination was effective on August 11, 2025, due to the prior discontinuation of the AMpLify phase 1 clinical trial for our CB-012 product candidate, an allogeneic anti-C-type lectin-like molecule-1 (“CLL-1”) CAR-T cell therapy for the treatment of relapsed or refractory acute myeloid leukemia (“r/r AML”).

Under the now-terminated MSKCC Agreement, MSKCC was entitled to certain success payments if our common stock fair value would have increased by certain multiples of increasing value based on a comparison of the fair value of our common stock to $ 5.1914 per share, adjusted for any future stock splits (the “Initial Share Price”), during a specified time period.

The relevant time period commenced on February 13, 2024, when the first patient was dosed with CB-012 in our AMpLify phase 1 clinical trial, and would have ended upon the earlier of the third anniversary from the approval of our biologics license application (“BLA”) by the FDA or 10 years from February 13, 2024.

The following table summarizes the amounts of the MSKCC success payments that would have been due:

Multiple of Initial Share Price giving rise to a success payment 5 x 10 x 15 x

MSKCC success payments (in millions) $ 10.0 $ 10.0 $ 15.0

The MSKCC success payments liability under the now-terminated MSKCC Agreement had been carried at fair value and changes were recognized as expense or income as part of other income.

During the second quarter of 2025, we re-measured the fair value of the MSKCC success payments liability, updating inputs, such as the probability of achieving a multiple of a defined initial share price and the expected term, to reflect the pending termination of the MSKCC Agreement, and we estimated the fair value to be zero.

The following table sets forth a summary of the changes in the fair value of our Level 3 financial liability (in thousands):

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Balance at December 31, 2025 $ —

Our liability for the MSKCC success payments is carried at fair value and changes are recognized as expense or income as part of other income (expense) until the success payments liability is paid or expires (see Note 4, “Significant Agreements”).

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The table below summarizes key assumptions used in the valuation of MSKCC success payments liability:

Fair value of common stock $ 1.59 $ 5.73

Risk-free interest rate 4.58 %

Expected volatility 105 %

Probability of achieving multiple of Initial Share Price (1)

1.5 % to 4.9 %

5.2 % to 18.1 %

Expected term (years) 4.1 to 5.0

(1) MSKCC is entitled to certain success payments if our common stock fair value increases, during a specified time period, by certain multiples of value based on a comparison of the fair value of our common stock to $ 5.1914 per share, adjusted for any future stock splits (“Initial Share Price”) (see Note 4, “Significant Agreements”).

The risk-free interest rate, expected volatility, and expected term assumptions depend on the time period from the initiation of our AMpLify phase 1 clinical trial for our CB-012 product candidate utilizing the know-how, biological materials, and intellectual property licensed under the MSKCC Agreement until the estimated timing of marketing approval for this product candidate from the FDA.

In addition, we incorporated the estimated number and timing of valuation measurement dates in the calculation of the MSKCC success payments liability.

Nonrecurring Measurements

On May 15, 2020, we entered into an Exclusive License Agreement for Veterinary Therapeutics (as amended, “Edge chRDNA License Agreement”) with Edge Animal Health (“Edge”), a related party private company, under which we granted Edge an exclusive worldwide license to our Cas9 and Cas12a chRDNA intellectual property and know-how in a defined field of veterinary therapeutics.

As consideration for this license agreement, we received 7,500,000 shares of convertible preferred stock (“Edge Stock”) with an estimated fair value of $ 7.5 million , which was based on the price per share paid for similar shares by another investor, and which was an arm’s length transaction.

In June 2024, we received 1,623,275 additional shares of convertible preferred stock pursuant to anti-dilution rights of the Edge chRDNA License Agreement with an estimated fair value of $ 1.6 million, based on management’s best estimate and judgment.

We elected to apply the measurement alternative under Accounting Standards Codification (“ASC”) Topic 321, Investments - Equity Securities (“ASC 321”) for an equity security without a readily determinable fair value.

Accordingly, this investment is carried at its cost minus impairment, if any, and is classified within Level 3 of the fair value hierarchy.

If we identify observable price changes in orderly transactions for this investment or a similar investment, we will measure the investment at fair value as of the date that the observable transactions or events occurred.

As part of the preparation of our prior quarter financial statements, we assessed potential indicators of impairment of our Edge Stock.

As part of our assessment, we considered Edge’s planned operating cash flow requirements, available capital to fund those requirements, and ability to secure additional capital if needed as indicators of impairment.

During the second quarter of 2025, we determined that impairment indicators existed, and the fair value of our Edge Stock was zero;

as a result, as of June 30, 2025, our Edge Stock was fully impaired and no balance remained.

We recorded an impairment expense of $ 9.2 million as “impairment of equity investment” in our consolidated statements of operations and comprehensive loss for the year ended December 31, 2025.

This i mpairment expense was recorded as a reduction to the investment balance within investments in equity securities in our consolidated balance sheets as of December 31, 2025 .

Significant Agreements

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Without patent term adjustment (“PTA”) or patent term extension (“PTE”), the CVC IP will expire in 2033.

The UC/Vienna Agreement includes certain diligence milestones that we must meet.

For products and services sold by us that are covered by the CVC IP, we will owe low- to mid-single-digit percent royalties on net sales, subject to a minimum annual royalty.

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If we do not include intellectual property owned or controlled by us in a sublicense to the CVC IP, we pay UC/Vienna 50 % of sublicensing revenues received under the sublicense.

To date, we have entered into over 30 sublicensing agreements in a variety of fields such as human therapeutics, forestry, agriculture, research reagents, transgenic animals, certain livestock targets, internal research, bioproduction, cell lines, and microbial applications that include the CVC IP as well as other Cas9 intellectual property owned or controlled by us.

To date, we have entered into over 30 sublicensing agreements in a variety of fields such as human therapeutics, animal therapeutics, agriculture, forestry, research reagents, transgenic animals, certain livestock targets, internal research, bioproduction, cell lines, and microbial applications that include the CVC IP as well as other Cas9 intellectual property owned or controlled by us.

We are obligated to reimburse UC for its prosecution and maintenance costs of the CVC IP.

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For the years ended December 31, 2025, and 2024, we reimbursed UC $ 1.8 million and $ 1.7 million, respectively, for prosecution and maintenance costs of the CVC IP, which were recorded in general and administrative expenses in our consolidated statements of operations and comprehensive loss.

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On December 15, 2016, we entered into a Consent to Assignments, Licensing and Common Ownership and Invention Management Agreement (“IMA”) relating to the CVC IP.

Under the IMA, CRISPR Therapeutics AG (“CRISPR”) reimburses us 50 % of the amounts we reimburse UC for patent prosecution and maintenance costs of the CVC IP.

For the years ended December 31, 2024, and 2023, CRISPR reimbursed us $ 0.9 million and $ 1.1 million, respectively, which we recorded as reductions of general and administrative expenses in our consolidated statements of operations and comprehensive loss.

Memorial Sloan Kettering Cancer Center

On November 13, 2020, we entered into the MSKCC Agreement, under which we exclusively licensed know-how, biological materials, and patent families relating to fully-human single-chain variable fragments targeting CLL-1 for use in T cells, NK cells, and genome-edited induced pluripotent stem cells (“iPSCs”) for allogeneic CLL-1-targeted cell therapies (currently used in our CB-012 product candidate).

We paid MSKCC an upfront payment of $ 0.5 million in cash and $ 2.1 million in stock.

For each licensed CLL-1 product, we will owe potential clinical, regulatory, and commercial milestone payments totaling $ 111.0 million.

In addition, in the event we receive regulatory approval for a licensed CLL-1 product, we will owe low- to mid-single-digit percent royalties on net sales.

Our license from MSKCC includes the right to sublicense through multiple tiers and we will owe MSKCC a percentage of upfront cash or equity received from our sublicensees.

The percentage owed decreases as our licensed CLL-1 product candidate moves through development, starting at a low-double-digit percentage if clinical trials have not yet begun and decreasing to a mid-single-digit percentage if our licensed CLL-1 product candidate is in later clinical trial stages.

We are also responsible for paying a percentage of licensed patent costs.

The MSKCC Agreement includes certain diligence milestones that we must meet by specified dates, which may be extended by us upon payment of additional fees.

MSKCC is entitled to certain success payments if our common stock fair value increases by certain multiples of increasing value based on a comparison of the fair value of our common stock to $ 5.1914 per share, adjusted for any future stock splits (the “Initial Share Price”), during a specified time period.

Under the MSKCC Agreement, as a publicly traded company, our common stock fair value is determined by the 45-trading day volume weighted-average trading price immediately preceding the date of determination.

At our option, success payments to MSKCC may be made in cash or common stock.

The relevant time period commenced on February 13, 2024, when the first patient was dosed with our anti-CLL-1 product candidate (CB-012) in our AMpLify phase 1 clinical trial, and ends upon the earlier of the third anniversary from the approval of our biologics license application (“BLA”) by the FDA or 10 years from February 13, 2024.

The aggregate success payments will not exceed $ 35.0 million.

Additionally, if we undergo a change of control during the specified time period, we will owe a change of control payment, depending upon the increase in our stock price due to the change of control and also to what extent success payments have already been paid by us to MSKCC.

In no event will the combination of success payments and the change of control payment owed to MSKCC exceed $ 35.0 million.

The following table summarizes the amounts of the MSKCC success payments:

Multiple of Initial Share Price giving rise to a success payment 5 x 10 x 15 x

MSKCC success payments (in millions) $ 10.0 $ 10.0 $ 15.0

We may terminate the MSKCC Agreement upon 90 calendar days’ prior written notice to MSKCC.

MSKCC may terminate the MSKCC Agreement in the event of our uncured material breach, bankruptcy, or criminal activity.

If MSKCC materially breaches the MSKCC Agreement in certain circumstances (e.g., granting a third party a license in our field) then, during the time of such uncured breach, MSKCC will not be entitled to receive any success payments or any change of control payment.

For the year ended December 31, 2024, we incurred $ 1.0 million in milestone payments, which we recorded in research and development expenses in our consolidated statements of operations and comprehensive loss.

We did no t incur any milestone payments during the year ended December 31, 2023.

As of December 31, 2024, and 2023, the estimated fair value of the total success payments obligation to MSKCC was $ 0.8 million and $ 2.9 million, respectively, which was included in long-term liabilities in our consolidated balance sheets.

Under the IMA, CRISPR Therapeutics AG reimburses us 50 % of the amounts we reimburse UC for patent prosecution and maintenance costs of the CVC IP.

For each of the years ended December 31, 2025, and 2024, CRISPR Therapeutics AG reimbursed us $ 0.9 million, which we recorded as reductions of general and administrative expenses in our consolidated statements of operations and comprehensive loss.

Intellia Therapeutics, Inc.

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(“Intellia”) is a successor in interest.

Under the Intellia License Agreement, we granted Intellia an exclusive worldwide license, with the right to sublicense, to certain CRISPR-Cas9 technology for a

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defined field of human therapeutics.

Under the Intellia License Agreement, we granted Intellia an exclusive worldwide license, with the right to sublicense, to certain CRISPR-Cas9 technology for a defined field of human therapeutics.

Intellia granted us an exclusive worldwide license, with the right to sublicense, to certain of its CRISPR-Cas9 technology for all fields outside of the defined field of human therapeutics.

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On June 16, 2021, we entered into a leaseback agreement with Intellia (“Leaseback Agreement”).

Pursuant to the Leaseback Agreement, in exchange for Intellia’s grant to us of an exclusive license to certain intellectual property relating to CRISPR-Cas9, including Cas9 chRDNAs, for use solely in the manufacture of our CB-010 product candidate, we paid Intellia an upfront cash payment of $ 1.0 million and we will owe up to $ 23.0 million in potential future regulatory and sales milestones.

Additionally, we will owe Intellia low- to mid- single-digit percent royalties on net sales of our CB-010 product candidate until the expiration, abandonment, or invalidation of the last patent within the intellectual property relating to CRISPR-Cas9, including that relating to Cas9 chRDNAs (i.e., 2036, without PTA or PTE).

Pursuant to the Leaseback Agreement, in exchange for Intellia’s grant to us of an exclusive license to certain intellectual property relating to CRISPR-Cas9, including Cas9 chRDNAs, for use solely in the manufacture of our vispacabtagene regedleucel (“vispa-cel,” formerly CB-010) product candidate, we paid Intellia an upfront cash payment of $ 1.0 million and we will owe up to $ 23.0 million in potential future regulatory and sales milestones.

Additionally, we will owe Intellia low- to mid- single-digit percent royalties on net sales of our vispa-cel product candidate until the expiration, abandonment, or invalidation of the last patent within the intellectual property relating to CRISPR-Cas9, including that relating to Cas9 chRDNAs (i.e., 2036, without PTA or PTE).

Pioneer Hi-Bred International, Inc.

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In addition to the upfront payment, we are now obligated to pay all patent prosecution and maintenance costs for the chRDNA patent family;

up to $ 2.8 million in regulatory milestone payments for therapeutic products that are covered by the chRDNA patent family;

up to $ 20.0 million in sales milestones over a total of four therapeutics products that are covered by the chRDNA patent family;

and a low-single-digit percentage of licensing revenue we receive for licensing the chRDNA patent family after December 2020.

up to $ 2.8 million in regulatory milestone payments and up to $ 20.0 million in sales milestones for any therapeutic products that are covered by the chRDNA patent family;

and a low-single-digit percentage of licensing revenue we receive for licensing the chRDNA patent family in the therapeutic field after December 2020.

During the years ended December 31, 2025, and 2024, we did not recognize any expense or income related to the Pioneer Agreement

AbbVie Manufacturing Management Unlimited Company

On February 9, 2021, we entered into a Collaboration and License Agreement (as amended, “AbbVie Agreement”) with AbbVie Manufacturing Management Unlimited Company (“AbbVie”).

Under the terms of the AbbVie Agreement, we conducted certain preclinical research and development activities under the collaboration, and AbbVie

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reimbursed us for all such activities, including reimbursement for time spent by employees at a designated rate.

On September 26, 2023, we received notice from AbbVie that AbbVie elected to terminate the AbbVie Agreement.

By mutual agreement with AbbVie, termination of the AbbVie Agreement became effective on October 25, 2023.

The transaction price we received under the AbbVie Agreement consisted of a $ 30.0 million upfront, non-refundable and non-creditable, cash payment and the estimated variable consideration related to our performance of preclinical research, development, and manufacturing activities under the collaboration and developmental and regulatory milestone payments.

We constrain the estimated variable consideration if we assess that it is probable that a significant reversal in the amount of cumulative revenue recognized may occur in future periods.

The transaction price was reevaluated at the end of each reporting period and as changes in circumstances occurred.

We determined that the licenses we granted to AbbVie and our participation in the joint governance committee were not capable of being distinct from the preclinical research, development, and manufacturing activities and therefore were combined into one performance obligation.

We recognized revenue based on the measure of progress using an estimated cost-based input method each reporting period.

Upon receipt of the termination notice, we stopped performing preclinical research and development services under the AbbVie Agreement and determined that our performance obligation to AbbVie was substantially completed as of September 30, 2023.

Consequently, the remaining $ 20.8 million of deferred revenue from the $ 30.0 million upfront cash payment was recognized upon satisfaction of the performance obligation during the year ended December 31, 2023.

During the year ended December 31, 2023, we recognized $ 24.8 million in licensing and collaboration revenue associated with the AbbVie Agreement, of which $ 22.7 million had been included in deferred revenue as of the beginning of the period.

As of December 31, 2024, and 2023, we had no amounts recorded in deferred revenue and in accounts receivable or contract assets in our consolidated balance sheets related to the now-terminated AbbVie Agreement .

Disaggregation of Revenue

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During the year ended December 31, 2025, we recognized $ 8.7 million of revenue related to performance obligations satisfied at a point in time, and we recognized $ 2.5 million of revenue related to performance obligations satisfied over time.

During the year ended December 31, 2023, we recognized $ 8.4 million of revenue related to performance obligations satisfied at a point in time, and we recognized $ 26.1 million of revenue related to performance obligations satisfied over time that included $ 24.8 million in licensing and collaboration revenue associated with the now-terminated AbbVie Agreement.

During the year ended December 31, 2024, we recognized $ 7.5 million of revenue related to performance obligations satisfied at a point in time, and we recognized $ 2.5 million of revenue related to performance obligations satisfied over time.

Contract Balances

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Our contract asset balances represent royalties and milestone payments from our other license agreements that are unbilled as of the end of a reporting period.

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Contract liabilities consist of deferred revenue and relate to amounts invoiced to, or advance consideration received from, licensees that precede our satisfaction of the associated performance obligations.

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Deferred revenue, current and long-term $ 6,446 $ 1,540 $ ( 4,339 ) $ 3,647

Deferred revenue decreased during the year ended December 31, 2025, primarily due to the recognition of deferred revenue related to the satisfaction of our performance obligation to Pfizer (see Note 7, “Related Party Transactions”).

During the years ended December 31, 2025, and 2024, we recognized $ 2.8 million and $ 2.9 million of revenue, respectively, which was included in the opening contract liabilities balances at the beginning of the respective periods.

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The value of transaction prices allocated to remaining unsatisfied performance obligations as of December 31, 2025, and 2024, were approximately $ 3.6 million and $ 6.4 million, respectively.

We expect to recognize approximately $ 3.1 million of remaining performance obligations as revenue in the next 12 months and to recognize the remainder thereafter.

We expect to recognize approximately $ 1.9 million of remaining performance obligations as revenue in the next 12 months from December 31, 2025 and to recognize the remainder thereafter.

Capitalized Contract Acquisition Costs and Fulfillment Costs

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Balance Sheet Items

Other receivables consisted of the following (in thousands):

2024 December 31,

Accrued interest on marketable securities $ 930 $ 702

Patent cost reimbursements 898 1,403

Total $ 1,828 $ 2,286

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Prepaid expenses and other current assets consisted of the following (in thousands):

2024 December 31,

Prepaid contract manufacturing and clinical costs $ 3,919 $ 3,942

Prepaid insurance 889 993

Other 1,781 1,220

Total $ 6,589 $ 6,155

Property and equipment, net, consisted of the following (in thousands):

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Furniture and office equipment 697 697

Construction in progress — 8,204

Total property and equipment 20,287 32,166

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2025 December 31,

Accrued research and development expenses $ 12,020 $ 8,720

Accrued employee compensation and related expenses

Accrued patent expenses 769 613

$ 7,745 $ 8,560

Accrued research and development expenses

Accrued expenses related to sublicensing revenues 992 592

Credit card liability 18 377

Other 1,661 1,106

Accrued patent expenses 873 769

Total $ 16,535 $ 23,620

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Edge Animal Health

On May 15, 2020, we entered into an Exclusive License Agreement for Veterinary Therapeutics (as amended, “Edge chRDNA License Agreement”) with Edge Animal Health (“Edge”), a private company, related party, under which we granted Edge an exclusive worldwide license to Cas9 and Cas12a chRDNA intellectual property rights and know-how in the defined field of veterinary therapeutics.

As consideration for this exclusive license, Edge issued to us 7,500,000 shares of convertible preferred stock with an estimated fair value of $ 7.5 million, which was the price paid for similar shares by another investor, and which was an arm’s length transaction.

As consideration for the Edge chRDNA License Agreement, Edge issued to us 7,500,000 shares of convertible preferred stock with an estimated fair value of $ 7.5 million, which was the price paid for similar shares by another investor, and which was an arm’s length transaction.

This represents a material voting interest in Edge and entitles us to hold one of the four board of director seats.

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Edge issued 1,623,275 shares of convertible preferred stock to us with an estimated fair value of $ 1.6 million, based on management’s best estimate and judgment.

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chRDNA License Agreement is a contract with a customer under ASC 606.

We recognized $ 1.6 million as revenue during the year ended December 31, 2024.

The Edge chRDNA License Agreement is a contract with a customer under ASC 606.

We did not recognize any revenue in connection with the Edge chRDNA License Agreement in 2025.

The carrying value of the Edge investment was $ 9.2 million and $ 7.5 million as of December 31, 2024, and 2023, respectively.

On May 16, 2023, we entered into an Exclusive License Agreement for Veterinary Therapeutics (CRISPR-Cas9) (“Edge Cas9 License Agreement”), under which we granted Edge an exclusive worldwide license to certain CRISPR-Cas9 intellectual property rights in the field of veterinary therapeutics.

Previously, on May 15, 2020, we had entered into an Option for an Exclusive License under which Edge could exercise its option within three years upon payment of a total of $ 1.2 million, which Edge paid, and we entered into the Edge Cas9 License Agreement.

We did no t recognize any revenue in connection with the Edge Cas9 License Agreement during the year ended December 31, 2024.

We recognized $ 1.2 million of revenue in connection with the Edge Cas9 License Agreement during the year ended December 31, 2023.

We recognized $ 1.6 million as revenue during the year ended December 31, 2024.

The carrying value of the Edge investment was $ 9.2 million as of December 31, 2024, respectively.

As of June 30, 2025, our investment in Edge was deemed impaired, resulting in a zero balance as of December 31, 2025 (see Note 3, “Fair Value Measurements”).

Pfizer Investment

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We granted certain registration rights to Pfizer under the Securities Purchase Agreement covering the resale of the shares.

Unless otherwise agreed by Pfizer, we agreed to use the proceeds from the Pfizer Investment solely in connection with (i) the development program for our allogeneic anti-BCMA CAR-T cell therapy known as CB-011 that is being evaluated in our CaMMouflage phase 1 clinical trial and/or (ii) any other single-targeted anti-BCMA CAR-T cell therapy using an anti-BCMA single-chain variable fragment owned or controlled by us (collectively, cell therapies described in clauses (i) and (ii) are referred to as a “BCMA Product Candidate”), for 36 months beginning on June 29, 2023.

On June 29, 2023, in connection with the Pfizer Investment, we and Pfizer also entered into an Information Rights Agreement, having a thirty-six ( 36 )-month term.

Unless otherwise agreed by Pfizer, we agreed to use the proceeds from the Pfizer Investment solely in connection with (i) the development program for our allogeneic anti-BCMA CAR-T cell therapy known as CB-011 that is being evaluated in our CaMMouflage phase 1 clinical trial and/or (ii) any other single-targeted anti-BCMA CAR-T cell therapy using an anti-BCMA scFv owned or controlled by us (collectively, cell therapies described in clauses (i) and (ii) are referred to as a “BCMA Product Candidate”), for 36 months expiring on June 29, 2026.

On June 29, 2023, in connection with the Pfizer Investment, we and Pfizer also entered into an Information Rights Agreement, having a 36 -month term and expiring on June 29, 2026.

Under the Information Rights Agreement, we granted Pfizer a thirty ( 30 )-calendar day right of first negotiation (“ROFN”) if we commence or engage with any third party with respect to a potential grant of rights to develop and/or commercialize a BCMA Product Candidate, including, without limitation, a license agreement, a co-promotion/co-commercialization agreement, a profit share agreement, a joint venture agreement, or an asset sale agreement (a “Grant of Program Rights”).

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The ROFN does not provide Pfizer with a material right and is therefore not a performance obligation.

We recognize revenue over time as the measure of progress which we believe best depicts the obligations to Pfizer.

We recognize revenue over time as the measure of progress which we believe best depicts our obligations to Pfizer.

The information sharing committee will meet quarterly over the 36-month term of the Information Rights Agreement, which results in recognition of the transaction price over the 36-month term.

During the year ended December 31, 2024, we recognized $ 2.5 million of revenue from Pfizer.

As of December 31, 2024, there was approximately $ 3.7 million of related party deferred revenue ($ 2.5 million included in current liabilities and $ 1.2 million included in long-term liabilities) related to our performance obligation to Pfizer.

During the year ended December 31, 2023, we recognized $ 1.2 million of revenue from Pfizer.

During each of the years ended December 31, 2025 and December 31, 2024, we recognized $ 2.5 million of revenue from Pfizer.

As of December 31, 2025, Pfizer ceased to be a related party.

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Operating Lease Obligations

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In addition to base rent, we pay our share of operating expenses and taxes.

On December 15, 2025, we entered into an amendment to the ten-year lease agreement under which we extended the term of the majority of the space covered by our lease by an additional 24 months to expire on March 31, 2033, in exchange for deferral of a certain amount of base rent from January 1, 2026, through December 31, 2027.

In January 2022, we entered into a ten-and-a-half-year lease agreement for approximately 10,000 square feet of office and laboratory space in Berkeley, California, near our current corporate headquarters.

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The leasehold improvements constructed are presented under property and equipment on our consolidated balance sheets and are depreciated on a straight-line basis over the shorter of remaining lease term or estimated useful life.

As a result of the previously announced strategic pipeline prioritization during the second quarter of 2025, we identified certain triggering events, such as significant changes in our current and expected use of leased office and lab space (see Note 15, “Restructuring Charge”).

We determined these asset groups were impaired and recognized impairment charges totaling $ 2.6 million related to the right of use asset associated with the underlying leased properties.

The components of lease costs, which are included in our statements of operations and comprehensive loss, were as follows (in thousands):

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Total lease cost $ 7,905 $ 7,929

(1) Includes $ 2.5 million of variable lease cost related to operating expenses and taxes for each of the years ended December 31, 2024, and 2023.

(1) Includes $ 2.8 million and $ 2.5 million of variable lease cost related to operating expenses and taxes for each of the years ended December 31, 2025, and 2024, respectively.

Supplemental information related to our leases was as follows (in thousands):

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13.8 % 11.3 %

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The following table summarizes a maturity analysis of our operating lease liabilities showing the aggregate lease payments as of December 31, 2025:

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Noncurrent portion of lease liability $ 26,026

(1) Reflects an offset of $ 0.1 million related to incentives expected to be received in 2025.

Commitments and Contingencies

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Significant judgment by us is required to determine both probability and the estimated amount.

On April 11, 2023, a putative class action lawsuit was filed in the U.S.

District Court for the Northern District of California against our company and certain of our officers and current and former members of our board of directors, Bergman v.

Caribou Biosciences, Inc., et al., case number 3:23-cv-01742 (“Bergman Case”).

The Bergman Case complaint challenged disclosures regarding our company’s business, operations, and prospects, specifically with respect to the alleged durability of CB-010’s therapeutic effect and the product candidate’s clinical and commercial prospects, in alleged violation of Sections 11 and 15 of the Securities Act and Sections 10(b) and 20(a) of the Exchange Act.

On September 18, 2023, plaintiffs filed an amended complaint adding the IPO underwriters as defendants and making substantially the same allegations as the original complaint.

On November 14, 2023, we filed a motion to dismiss the amended complaint for failure to state a claim.

Motion to dismiss briefing was completed on February 21, 2024.

On April 22, 2024, we reached an agreement in principle with plaintiffs to settle the Bergman Case for $ 3.9 million in exchange for a full release of the putative class’s claims against us and all our current and former officers, current and former members of our board of

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directors, the IPO underwriters, and the other named defendant.

On February 18, 2025, the court issued an order granting final approval of the settlement.

On December 24, 2024, a putative class action lawsuit was filed in the U.S.

District Court for the Northern District of California against our company and certain of our current and former officers, Saylor v.

Caribou Biosciences, Inc., et al., c ase number 3:24-cv-09413 (“Saylor Case”).

The alleged class period is July 14, 2023, to July 16, 2024.

The Saylor Case complaint challenges disclosures regarding our company’s business, operations, and prospects, specifically with respect to the alleged safety, efficacy, and durability of CB-010, CB-010’s clinical results and commercial prospects, and our financial statements, in alleged violation of Sections 10(b) and 20(a) of the Exchange Act.

The lawsuit is at the preliminary stage of the proceedings.

Caribou Biosciences, Inc., et al., case number 3:24-cv-09413 (“Saylor Case”).

The alleged class period was July 14, 2023, to July 16, 2024.

The Saylor Case complaint challenged disclosures regarding our company’s business, operations, and prospects, specifically with respect to the alleged safety, efficacy, and durability of vispa-cel, the clinical results and commercial prospects for vispa-cel, and our financial statements, in alleged violation of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended (“Exchange Act”).

On April 15, 2025, the lead plaintiff filed a motion to voluntarily dismiss the lawsuit and, on April 27, 2025, the court granted the motion, dismissing the lawsuit without prejudice.

On March 3, 2025, a shareholder derivative complaint was filed in the U.S.

District Court for the Northern District of California against our directors and certain of our current and former officers, Moisio, derivatively on behalf of Caribou Biosciences, Inc.

Haurwitz, et al, case number 4:25-cv-02199 (“Derivative Case”), alleging, among other things, that the named directors and officers breached their fiduciary duties by causing our company to make the disclosures being challenged in the Saylor Case and seeking unspecified monetary damages for our company as well as that we make certain changes to our corporate governance.

The Derivative Case is at the preliminary stage of the proceedings.

Common stock reserved for future issuances consisted of the following:

Haurwitz, et al., case number 4:25-cv-02199 (“First Derivative Case”), alleging, among other things, that the named directors and officers breached their fiduciary duties by causing our company to make the disclosures being challenged in the Saylor Case and seeking unspecified monetary damages from our company as well as that we make certain changes to our corporate governance.

On March 11, 2025, a second shareholder derivative complaint was filed in the U.S.

District Court for the Northern District of California against the same defendants as in the First Derivative Case, Allen, derivatively on behalf of Caribou Biosciences, Inc.

Braunstein, et al., case number 4:25-cv-02463 (“Second Derivative Case”), with the same allegations.

On April 1, 2025, the First Derivative Case and the Second Derivative Case were deemed related and assigned to the same judge and, on April 7, 2025, the First Derivative Case and the Second Derivative Case were consolidated into a single action, In re Caribou Biosciences, Inc.

Derivative Litigatio n, lead case number 4:25-cv-02199 (“Consolidated Derivative Action”).

The plaintiffs in the Consolidated Derivative Action filed an amended complaint on July 7, 2025.

The amended complaint largely tracked the claims from the original complaints, but it also challenged additional disclosures as false or misleading.

On August 21, 2025, the defendants filed a motion to dismiss the complaint.

On October 16, 2025, the parties filed a stipulation to voluntarily dismiss the lawsuit without prejudice, which the court granted on October 17, 2025.

Shares of common stock reserved for future issuances consisted of the following:

December 31, 2025 As of

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Stock options, issued and outstanding 12,511,072 10,782,103

Stock options, authorized for future issuances

Shares of common stock, authorized for future issuances

9,192,963 7,618,931

Stock committed under ESPP

Shares committed under ESPP

2,426,055 2,139,666

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2,173,234 1,297,327

Total common stock reserved for future issuances

Total shares of common stock reserved for future issuances

26,303,324 21,838,027

Shelf Registration Statement

On August 9, 2022, we filed a shelf registration statement on Form S-3 (“Shelf Registration Statement”) with the SEC.

The Shelf Registration Statement allows us to sell from time to time up to $ 400.0 million of common stock, preferred stock, debt securities, warrants, rights, or units comprised of any combination of these securities, for our own account in one or more offerings (including the $ 100.0 million of common stock reserved for our at-the-market equity offering program).

The SEC declared the Shelf Registration Statement effective on August 16, 2022, and will expire after three years.

The terms of any offering under the Shelf Registration Statement will be established at the time of such offering as described in a prospectus supplement to the Shelf Registration Statement to be filed with the SEC prior to the completion of any such offering.

In July and August 2023, we issued and sold a total of 22,115,384 shares of our common stock in an underwritten follow-on public offering at a price of $ 6.50 per share, which included the full exercise of the underwriters’ right to purchase 2,884,615 additional shares of our common stock.

The total gross proceeds from the offering were approximately $ 143.7 million ($ 134.4 million net of underwriting discounts and commissions and offering expenses).

The shares were issued pursuant to the Shelf Registration Statement.

Shelf Registration Statements

On August 9, 2022, we filed a universal shelf registration statement on Form S-3 (“2022 Shelf Registration Statement”) with the U.S.

Securities and Exchange Commission (“SEC”), which allowed us to sell, from time to time, up to $ 400.0 million of common stock, preferred stock, debt securities, warrants, rights, or units comprised of any combination thereof (including the $ 100.0 million of common stock reserved under the 2022 Shelf Registration Statement for our at-the-market equity offering program described below).

On May 8, 2025, in anticipation of the expiration of the 2022 Shelf Registration Statement on August 16, 2025, we filed a new shelf registration statement on Form S-3 (“2025 Shelf Registration Statement”), which was declared effective by the SEC on May 14, 2025.

Upon the effectiveness of the 2025 Shelf Registration Statement, the offering of securities under the 2022 Shelf Registration Statement was deemed terminated.

Pursuant to the 2025 Shelf Registration Statement, we may, from time to time, sell up to $ 300.0 million of common stock, preferred stock, debt securities, warrants, rights, or units comprised of any combination thereof (including the $ 100.0 million of common stock reserved under the 2025 Shelf Registration Statement for our at-the-market equity offering program described below).

As of December 31, 2025, we had $ 295.7 million available for sale under the 2025 Shelf Registration Statement.

At-the-market Equity Offering Program

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of our common stock having an aggregate offering price of up to $ 100.0 million in gross proceeds under the Shelf Registration Statement.

During the year ended December 31, 2024, we issued 3,420,061 shares of our common stock, in a series of sales, at an average price of $ 4.58 per share, in accordance with the ATM Sales Agreement for aggregate gross proceeds of $ 15.7 million ($ 15.2 million net of offering expenses).

During the year ended December 31, 2023, we issued 168,635 shares of our common stock, in a series of sales, at an average price of $ 7.32 per share, in accordance with the ATM Sales Agreement for aggregate gross proceeds of $ 1.2 million ($ 1.0 million net of offering expenses).

On August 9, 2022, we entered into an at-the-market Open Market Sale Agreement SM (“ATM Sales Agreement”) with Jefferies LLC (“Jefferies”), pursuant to which, through Jefferies as sales agent, from time to time, we could have issued and sold shares of our common stock having an aggregate offering price of up to $ 100.0 million in gross proceeds under the 2022 Shelf Registration Statement.

With the effectiveness of the 2025 Shelf Registration Statement, we refreshed our at-the-market equity offering program under the ATM Sales Agreement.

We may, from time to time, sell and issue shares of our common stock, through Jefferies as sales agent under the ATM Sales Agreement, having an aggregate offering price of up to $ 100.0 million in gross proceeds under the 2025 Shelf Registration Statement.

During the year ended December 31, 2025, we sold 1,644,228 shares of our common stock, in a series of sales, at an average price of $ 2.60 per share, in accordance with the ATM Sales Agreement and the 2025 Shelf Registration Statement for aggregate gross proceeds of $ 4.3 million ($ 4.1 million net of offering expenses).

During the year ended December 31, 2024, we sold 3,420,061 shares of our common stock, in a series of sales, at an average price of $ 4.58 per share, in accordance with the ATM Sales Agreement and the 2022 Shelf Registration Statement for aggregate gross proceeds of $ 15.7 million ($ 15.2 million net of offering expenses).

As of December 31, 2025, $ 95.7 million of shares of our common stock remained available for sale under the 2025 Shelf Registration Statement pursuant to the ATM Sales Agreement.

Stock-Based Compensation

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As of December 31, 2025, we had 9,192,963 shares available for issuance under the 2021 Plan.

The following table summarizes stock option activity under our equity incentive plans during the year ended December 31, 2024:

Stock Options Weighted-

Stock Options

The following table summarizes stock option activity, including PBSOs, under our equity incentive plans for the year ended December 31, 2025:

Stock Options and PBSOs

Exercise Price Weighted-

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Vested and expected to vest at December 31, 2025 12,511,072 $ 5.49 7.6 $ 466

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(1) The aggregate intrinsic value is calculated as the difference between the stock option exercise price and the estimated fair value of the underlying common stock at the end of each reporting period referenced above.

Grant Date Fair Value

During the year ended December 31, 2024, we granted 3,593,852 stock options to employees with a weighted-average grant date fair value of $ 4.04 .

During the year ended December 31, 2023, we granted 3,524,616 stock options to employees with a weighted-average grant date fair value of $ 3.88 .

Grant Date Fair Value of Stock Options

During the year ended December 31, 2025, we granted 3,553,688 stock options under the 2021 Plan to employees with a weighted-average grant date fair value of $ 1.08 .

During the year ended December 31, 2024, we granted 3,593,852 stock options under the 2021 Plan to employees with a weighted-average grant date fair value of $ 4.04 .

We estimated the fair value of each employee stock option award on the grant date using the Black-Scholes option-pricing model based on the following assumptions:

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As of December 31, 2025, there was $ 10.4 million of unrecognized stock-based compensation expense related to employee stock options that is expected to be recognized over a weighted-average period of 2.4 years.

Grant Date Fair Value of PBSOs

On July 21, 2025, we granted 1,092,165 PBSOs under the 2021 Plan to each of our officers with a weighted average grant date fair value of $ 1.00 per PBSO.

We estimated the fair value of each PBSO on the grant date using the Black-Scholes option-pricing model based on a volatility of 88.7 %, expected term of 1.9 years, risk-free interest rate of 3.9 %, and expected dividend yield of 0.0 %.

Vesting of the PBSOs is conditioned on achievement of certain clinical development milestones during a two-year performance period ending June 30, 2027, and contingent on each executive officer’s continued employment on the vesting dates.

As of December 31, 2025, there were 1,092,165 PBSOs outstanding with a weighted average grant date fair value of $ 1.00 .

As of December 31, 2025, we have concluded that it is not yet deemed probable, as required by ASC Topic 718 Compensation - Stock Compensation, that the clinical milestones will be achieved, and as such, no stock-based compensation expense has been recorded for PBSOs.

As of December 31, 2025, there was $ 1.1 million of unrecognized stock-based compensation expense related to PBSOs, which will be recognized if the conditions for achievement of the milestones are probable.

Restricted Stock Units

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( 66,173 ) 10.07

( 252,099 ) 7.60

Unvested, December 31, 2024 1,297,327 $ 5.37

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Unvested, December 31, 2025 2,173,234 $ 2.74

On August 22, 2022, we granted PSUs to our executive officers, which would have vested contingent upon the achievement of a clinical milestone for our CB-010 product candidate during a performance period ending December 31, 2024, and the executive officer’s continued employment during the performance period.

As of December 31, 2024, none of these PSUs had vested and all PSUs were forfeited since the achievement of this milestone was not met within the required

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No stock-based compensation was recorded on these awards.

On August 22, 2022, we granted PSUs to our executive officers, which would have vested contingent upon the achievement of a clinical milestone for our vispa-cel product candidate during a performance period ending December 31, 2024, and the executive officer’s continued employment during the performance period.

As of December 31, 2024, the clinical milestone was not met and none of these PSUs had vested.

No stock-based compensation expense was recorded on these awards.

There were no PSUs outstanding as of December 31, 2025.

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We issued 1,106,141 shares of common stock under the ESPP as of December 31, 2025.

We recorded $ 0.4 million and $ 0.5 million in accrued liabilities related to contributions withheld as of December 31, 2024, and 2023, respectively.

We recorded $ 0.4 million in accrued liabilities related to contributions withheld as of December 31, 2025, and 2024.

Stock-Based Compensation Expense

We recorded stock-based compensation expense related to employee equity-based awards grants in our consolidated statements of operations and comprehensive loss as follows (in thousands):

We recorded stock-based compensation expense related to employee equity-based awards grants as follows (in thousands):

Years Ended December 31,

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Total $ 12,680 $ 16,706

401(k) Savings Plan

In 2017, we established a defined-contribution savings plan under Section 401(k) of the Tax Code.

Our 401(k) plan is available to all employees and allows participants to defer a portion of their annual compensation on a pretax basis subject to applicable laws.

We also provide a 4 % match for employee contributions up to a certain limit.

During the years ended December 31, 2024, and 2023, we contributed $ 1.2 million and $ 1.1 million, respectively, to our 401(k) plan.

We reported pre-tax book losses in the United States of $ 148.7 million and $ 149.1 million for the years ended December 31, 2025, and 2024, respectively.

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A reconciliation of the U.S.

statutory income tax rate to our effective tax rate is as follows:

For the years ended December 31, 2025, and 2024, our benefit from income taxes consisted of the following (in thousands):

Years 2025 2024

Current income taxes

Federal $ — $ —

Total current income tax expense 1 1

Deferred income taxes:

Federal ( 385 ) 67

State ( 166 ) ( 77 )

Total deferred income tax (benefit) expense ( 551 ) ( 10 )

Total income tax (benefit) expense $ ( 550 ) $ ( 9 )

We adopted ASU 2023-09 on a prospective basis beginning with the year ended December 31, 2025.

The following table presents required disclosure pursuant to ASU 2023-09 and reconciles the U.S.

federal statutory tax rate to our actual global effective tax rate for the year ended December 31, 2025 (in thousands):

federal statutory tax rate

$ ( 31,221 ) 21.0 %

State & local income taxes, net of federal income tax effect*

( 693 ) 0.5 %

Federal research and development credits

( 7,570 ) 5.1 %

Changes in prior year credits

Changes in valuation allowances

34,619 ( 23.3 ) %

Changes in unrecognized tax benefits 2,029 ( 1.4 ) %

Other adjustments

Other non-deductible expenses 2,228 ( 1.5 ) %

Effective tax rate

$ ( 550 ) 0.4 %

*State taxes in California represent the majority (greater than 50%) of the tax effect in this category.

The following table presents the required disclosures prior to our adoption of ASU 2023-09 and reconciles the U.S.

federal statutory income tax rate to the actual global effective income tax rate for the year ended December 31, 2024:

Federal income tax benefit at statutory rate

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Stock-based compensation 1 %

R&D tax credits, net of reserves ( 5 %) ( 4 %)

Research and development tax credits, net of reserves

Return to provision, federal

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Effective income tax rate — %

For the years ended December 31, 2024, and 2023, our tax provision for (benefit from) income taxes consisted of the following (in thousands):

Years 2024 2023

Current income taxes

Federal $ — $ —

Total current income tax expense 1 15

Deferred income taxes:

State ( 77 ) 177

Total deferred income tax (benefit) expense ( 10 ) 178

Total income tax (benefit) expense $ ( 9 ) $ 193

Our effective tax rate differs from the U.S.

federal statutory rate primarily due to tax credits, state income taxes, changes in valuation allowances, and nondeductible expenses.

The rate was reduced by federal and state research and development credits generated during the year and by adjustments to prior-year credit carryforwards.

State income taxes, net of the federal benefit, primarily reflect an increase in the valuation allowance on certain state deferred tax assets, with only immaterial state minimum taxes recognized during the year for California, Connecticut, and Wisconsin.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

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The following table presents significant components of our deferred tax assets and liabilities as of December 31, 2025, and 2024 (in thousands):

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Stock-based compensation 6,639 5,976

Investments in equity securities

Total deferred tax assets 191,189 154,848

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Net deferred tax assets (liabilities) $ — $ ( 548 )

We have evaluated the positive and negative evidence bearing upon the realizability of its deferred tax assets.

As of December 31, 2024, our deferred tax assets were primarily the result of historical federal and state net operating loss (“NOL”) and tax credits, deferred revenue and expenses, capitalized research costs and the net of lease right of use assets and liabilities.

We have evaluated the positive and negative evidence in determining the realizability of our net deferred tax assets.

As of December 31, 2025, our deferred tax assets were primarily the result of historical federal and state net operating loss (“NOL”) and tax credits, capitalized research costs, stock-based compensation expense, and the net of lease right of use assets and liabilities.

As of December 31, 2025, a valuation allowance of $ 186.9 million was recorded against our deferred tax assets.

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As of December 31, 2025, we had state NOL carryforwards of $ 297.9 million, which may be available to offset future state income, and which expire at various years beginning with 2036.

As of December 31, 2024, we generated federal research and development tax credit carryforwards of $ 17.2 million, which will begin to expire in 2037.

As of December 31, 2024, we had state credit carryforwards of $ 11.3 million available to reduce future tax liabilities, which do not expire.

We also generated $ 10.8 million of orphan drug credits as of December 31, 2024, which begin to expire in 2042.

In accordance with the 2017 Tax Act, research and experimental (“R&E”) expenses under Section 174 of the Tax Code are required to be capitalized beginning in 2022.

R&E expenses are required to be amortized over a period of five years for domestic expenses and 15 years for foreign expenses.

Thus, we have capitalized R&E expenses in our current tax provision.

Under Section 382 of the Tax Code, the ability to utilize NOL carryforwards or other tax attributes, such as research tax credits, in any taxable year may be limited if we have experienced an “ownership change.” Generally, a Section 382 ownership change occurs if there is a cumulative increase of more than 50 percentage points in the stock ownership of one or more stockholders or groups of stockholders who own at least 5 % of a corporation’s stock within a specified testing period.

As of December 31, 2025, we generated federal research and development tax credit and orphan drug tax credit carryforwards of $ 35.5 million, which will begin to expire in 2037.

As of December 31, 2025, we had state research and development tax credit carryforwards of $ 13.9 million, which do not expire.

Under Section 382 of the Tax Code, the ability to utilize NOL carryforwards or other tax attributes, such as research and development tax credit and orphan drug tax credit, in any taxable year may be limited if we have experienced an “ownership change.” Generally, a Section 382 ownership change occurs if there is a cumulative increase of more than 50 percentage points in the stock ownership of one or more stockholders or groups of stockholders who own at least 5% of a corporation’s stock within a specified testing period.

Similar rules may apply under state tax laws.

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however, none of our state NOL and research and development tax credit carryforwards is currently expected to expire unused.

We may experience ownership changes as a result of future financing or other changes in the stock ownership.

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We may experience ownership changes as a result of future financing or other changes in our stock ownership.

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands):

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Balance at the beginning of the year $ 8,009 $ 4,093

$ 4,093 $ 2,799

Increases related to current year tax positions 2,059 2,654

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Decreases related to prior year tax positions ( 339 ) ( 36 )

( 36 ) ( 98 )

Balance at the end of year $ 10,034 $ 8,009

$ 8,009 $ 4,093

As of December 31, 2024, no amount of unrecognized tax benefits, if recognized, would affect the effective tax rate.

We do not expect a significant change to our unrecognized tax benefits over the next 12 months.

The unrecognized tax benefits may increase or change during the next year for items that arise in the ordinary course of business.

We recognize interest and penalties related to uncertain tax positions in income tax expense.

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Ending balance, December 31 $ 186,924 $ 147,313

Previously, the Tax Cuts and Jobs Act of 2017 (“TCJA”) eliminated the ability to deduct research and development expenditures in the year incurred, requiring capitalization and amortization under Section 174 of the Tax Code Section.

On July 4, 2025, the U.S.

government enacted the One Big Beautiful Bill Act (“OBBBA”), which includes broad tax reform provisions that extend and modify key elements of the TCJA.

Notably, the new legislation now allows an option for the immediate expensing of domestic research and development expenditures, beginning with 2025.

The OBBBA also includes favorable modifications to international tax provisions, including changes to the Global Intangible Low-Taxed Income regime and enhancements to the Foreign-Derived Deduction Eligible Income deduction that will become effective for taxable years beginning after December 31, 2025.

Net Loss Per Share

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Because we were in a net loss position for all periods presented, basic net loss per share is the same as diluted net loss per share for all periods, as the inclusion of all common stock equivalents outstanding would have been anti-dilutive.

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Potentially dilutive securities that were not included in the diluted per share calculations because they would be anti-dilutive were as follows:

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We operate and manage our business as one reportable segment and one operating segment, which is the business of developing allogeneic CAR-T cell therapies.

Our CODM assesses performance for the segment and decides how to allocate resources based on consolidated net loss that is also reported on the consolidated statements of operations.

The measure of segment assets is reported on the consolidated balance sheets as total consolidated assets.

Our CODM assesses performance for the segment and decides how to allocate resources based on consolidated net loss that is also reported on our consolidated statements of operations.

The measure of segment assets is reported on our consolidated balance sheets as total consolidated assets.

All our material long-lived assets are located in the United States.

Our CODM uses consolidated net loss to evaluate our spend and monitor our budget versus actual results to assess performance of the segment and to allocate resources across our company.

Our CODM uses consolidated net loss to evaluate our spending and monitor our budget versus actual results to assess performance of the segment and to allocate resources across our company.

Factors used in determining the reportable segment include the nature of our operating activities, our company’s organizational and reporting structures, and the type of information reviewed by our CODM to allocate resources and evaluate financial performance.

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(2) General and administrative expense for the years ended December 31, 2025, and 2024, exclude $ 7.3 million and $ 9.8 million of stock-based compensation expense, respectively, and $ 0.4 million and $ 0.5 million of depreciation and amortization expense, respectively.

(3) Other segment items include stock-based compensation, change in fair value of the MSKCC success payments liability, depreciation and amortization, and (benefit from) provision for income taxes.

(3) Other segment items for the year ended December 31, 2025, include impairment charges, impairment of equity investment, stock-based compensation expense, depreciation and amortization, and benefit from income taxes.

Other segment items for the year ended December 31, 2024, include stock-based compensation expense, change in fair value of the MSKCC success payments liability, depreciation and amortization, and benefit from income taxes.

Restructuring Charge

On July 16, 2024, we announced that we had discontinued preclinical research activities associated with our allogeneic CAR-natural killer (“CAR-NK”) platform and reduced our workforce by 21 positions, or approximately 12 %.

The workforce reduction was completed during the third quarter of 2024.

As a result, we recorded a total of $ 0.6 million in non-recurring restructuring charges during the year ended December 31, 2024, consisting primarily of cash severance costs, continuation of benefits, and transition support services for impacted employees.

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Subsequent Events

We did not have any subsequent events as of the filing date of this Annual Report on Form 10-K, except as disclosed in Note 9.

Severance and Wind Down Costs

On April 24, 2025, we announced the discontinuation of preclinical research and two clinical programs:

our GALLOP phase 1 clinical trial evaluating vispa-cel in patients with lupus prior to dosing the first patient, and our AMpLify phase 1 clinical trial evaluating CB-012, as additional data would be needed to advance this program.

Additionally, we announced that our workforce was reduced by 47 employees, or approximately 32 % of our workforce.

As a result, we recorded cash severance costs, benefits, and transition support services expenses of $ 1.8 million for the year ended December 31, 2025, which we recorded as research and development expenses or general and administrative expenses in our consolidated statements of operations and comprehensive loss.

For the year ended December 31, 2025, we recorded wind down costs of $ 0.4 million, as research and development expenses in our consolidated statements of operations and comprehensive loss related to the discontinuation of our GALLOP and AMpLify phase 1 clinical trials.

Impairment Charges

As part of the preparation of the financial statements for each reporting period, we review our long-lived assets for impairment indicators.

We determined the asset groups based on the lowest level of identifiable cash flows under our strategic pipeline prioritization and assessed the impairment for each of the asset groups.

We have reduced the usage of our leased office and lab space, and we may sublease the unused space under one or both of our leases.

The leasehold improvements, right of use assets, and lab equipment related to the leased office and lab spaces were assessed as a single asset group and determined to not be recoverable.

Accordingly, for the second quarter of 2025, we concluded that this asset group is impaired.

For asset groups where impairment is triggered, we use discounted cash flow models (an income approach) with Level 3 inputs to estimate the fair values of the asset groups.

The significant assumptions used in the discounted cash flow models include projected sublease income over the remaining lease terms, expected downtime prior to the commencement of executed or future subleases, and discount rates that reflect a market participant's assumptions in valuing the asset groups.

As a result, we recognized impairment charges totaling $ 10.0 million for the second quarter of 2025, of which $ 7.4 million and $ 2.6 million, respectively, were related to the tenant improvements and right of use asset associated with the underlying leased properties.

We also identified certain laboratory equipment that we no longer plan to use.

This asset group, consisting of laboratory equipment that would no longer be used going forward, was also determined to not be recoverable.

As a result, this asset group was deemed impaired, resulting in a $ 2.2 million impairment charge for the second quarter of 2025.

The fair value of the lab equipment is classified as Level 3 in the fair value hierarchy due to the use of unobservable inputs utilized, such as estimates provided by third-party vendors.

The following table summarizes the restructuring and impairment costs recognized in our consolidated statements of operations and comprehensive loss for the year ended December 31, 2025:

Severance Related Expenses Wind Down Costs Impairment Charges Total

Research and development $ 1,478 $ 438 $ — $ 1,916

General and administrative 360 — — 360

Impairment charges — — 12,150 12,150

Total $ 1,838 $ 438 $ 12,150 $ 14,426

Our strategic pipeline prioritization was substantially completed in the second quarter of 2025, and we currently do not expect to record additional material charges.

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