Caribou Biosciences, Inc. 10-K

Item 9A. Controls and Procedures. Evaluation of Disclosure Controls and Procedures We have established disclosure controls and procedures designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms and is accumulated and communicated to management, including the principal executive officer (our president and chief executive officer) and principal financial officer (our chief financial officer), to allow timely decisions regarding required disclosure. 115 Table of Contents Our management, under the supervision and with the participation of our president and chief executive officer and chief financial officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Annual Report on Form 10-K. Management recognizes that any disclosure controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives. Our disclosure controls and procedures have been designed to provide reasonable assurance of achieving their objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs. Based on such evaluation, our president and chief executive officer (principal executive officer) and our chief financial officer (principal financial officer) have concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of December 31, 2025. Management’s Annual Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. 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. 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. Based on this assessment, our management has concluded that our internal control over financial reporting was effective as of December 31, 2025. Attestation Report of the Registered Public Accounting Firm Our independent registered accounting firm is not required to opine on the effectiveness of our internal control over financial reporting pursuant to Section 404 of Sarbanes-Oxley Act of 2002 until we are no longer either an “emerging growth company” as defined in the JOBS Act or a smaller reporting company as defined by Rule 12b-2 of the Exchange Act that does not otherwise also qualify as an “accelerated filer” or “large accelerated filer” for SEC reporting purposes. Changes in Internal Control There were no changes in our internal control over financial reporting identified in management’s evaluation pursuant to Rules 13a-15(f) or 15d-15(f) of the Exchange Act during our fourth fiscal quarter ended December 31, 2025, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information. (b) Rule 10b5-1 Trading Arrangements During the quarter ended December 31, 2025, no director or Section 16 officer adopted or terminated any “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (in each case, as defined in Item 408 of Regulation S-K). Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not applicable. 116 Table of Contents PART III 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. Item 10. 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 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, 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. We expect that any amendments to the Code of Conduct, or any waivers of its requirements with respect to our executive officers and directors, will be disclosed on our website at the address indicated above. Our website and the information contained therein or connected thereto shall not be deemed to be incorporated into this Annual Report on Form 10-K. We have included our website address as an inactive textual reference only. We will provide to any person, without charge, a copy of the Code of Conduct. Any such request should be directed to Caribou Biosciences, Inc., 2929 7th Street, Suite 105, Berkeley, CA 94710, Attn: Chief Legal Officer and Corporate Secretary, telephone: 510-982-6030. We have adopted an insider trading policy that governs the purchase, sale, and/or other dispositions of our securities by all of our employees, consultants, contractors, officers, and directors, as well as by our company. The insider trading policy is designed to promote compliance with insider trading laws. A copy of our insider trading policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K. Item 11. Executive Compensation. The information required by this item of Form 10-K will be included under the caption “Executive and Director Compensation” in our 2026 Proxy Statement and is incorporated by reference herein. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. The information required by this item of Form 10-K will be included under the captions “Security Ownership of Certain Beneficial Owners and Management” and “Securities Authorized for Issuance Under Equity Compensation Plans” in our 2026 Proxy Statement and is incorporated by reference herein. Item 13. Certain Relationships and Related Transactions, and Director Independence. The information required by this item of Form 10-K will be included under the captions “Certain Relationships and Related Party Transactions” and “Board of Directors and Corporate Governance—Director Independence” in our 2026 Proxy Statement and is incorporated by reference herein. Item 14. Principal Accounting Fees and Services. 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. 117 Table of Contents PART IV Item 15. Exhibits, Financial Statement Schedules. (a) The following documents are included in this Annual Report on Form 10-K: 1. The following Report and Consolidated Financial Statements of our company are included in this Annual Report on Form 10-K: Report of Independent Registered Public Accounting Firm (PCAOB ID No. 34) Consolidated Balance Sheets Consolidated Statements of Operations and Comprehensive Loss Consolidated Statements of Stockholders’ Equity Consolidated Statements of Cash Flows Notes to Consolidated Financial Statements See Index to Consolidated Financial Statements on page F-1 of this Annual Report on Form 10-K, incorporated into this item by reference. 2. 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. 3. 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. The exhibits listed in the Exhibit Index are incorporated by reference herein. Item 16. Form 10-K Summary. Not applicable. EXHIBIT INDEX Exhibit Number Exhibit Description 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 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 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) 10.1† Sale and Assignment Agreement, dated January 31, 2020, by and between the Registrant and ProMab Biotechnologies, Inc. (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 ” ) ) 10.2† 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 to the Form S-1) 10.3† 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 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 to the Form S-1) 118 Table of Contents 10.5† 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 to the Form S-1) 10.6† 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 to the Form S-1) 10.7† 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 to the Form S-1) 10.8† 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 to the Form S-1) 10.9† 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 to the Form S-1) 10.10† 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 to the Form S-1) 10.11† 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 to the Form S-1) 10.12† 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 to the Form S-1) 10.13† 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 to the Form S-1) 10.14† 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) 10.15† 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 to the Form S-1) 10.16† 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 to the Form S-1) 10.17† Leaseback Agreement, dated June 16, 2021, by and between the Registrant and Intellia Therapeutics, Inc. (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 Form S-1 ” ) 10.18† 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 to the Form S-1) 10.19† 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 to the Form S-1) 10.20† 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 to the Form S-1) 10.21† 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 to the Form S-1) 119 Table of Contents 10.22† 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 to the Form S-1) 10.23† 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) 10.24† 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 to the Form S-1) 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) 10.27* 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) 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 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 to the Form 8-K (File No. 001-40631) , filed with the SEC on July 28, 2021) 10.33+ 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 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) 10.34+ 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) 10.35+ 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) 10.36+ 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) 10.37+ 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) 10.38+ 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) 120 Table of Contents 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”)) 10.40+ 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 ) 10.42+ 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) 10.43+ 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) 10.46+ 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) 10.47+ 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) 10.48+ 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) 10.49+ 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) 10.50+ 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) 10.51+ 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. 333-266712) filed with the SEC on August 9, 2022) 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 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 121 Table of Contents 23.1* Consent of Deloitte & Touche LLP 31.1* Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Exchange Act, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2* Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Exchange Act, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1# Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2# Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 97.1 Clawback Policy (incorporated by reference to Exhibit 97.1 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) 101.INS* Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. 101.SCH* Inline XBRL Taxonomy Extension Schema Document 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) __________________________________ * Indicates filed herewith + Indicates management contract or compensatory plan † Indicates certain portions of this document that constitute confidential information have been redacted in accordance with Regulation S-K, Item 601(b)(10) # 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. 122 Table of Contents SIGNATURES 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 . CARIBOU BIOSCIENCES, INC. Date: March 5, 2026 By: /s/ Rachel E. Haurwitz Rachel E. Haurwitz President and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated. Name Title Date /s/ Rachel E. Haurwitz President and Chief Executive Officer ( Principal Executive Officer ); Director March 5, 2026 Rachel E. Haurwitz /s/ Sriram Ryali Chief Financial Officer ( Principal Financial Officer & Principal Accounting Officer ) March 5, 2026 Sriram Ryali /s/ Scott Braunstein Director March 5, 2026 Scott Braunstein /s/ Andrew Guggenhime Director March 5, 2026 Andrew Guggenhime /s/ Dara Richardson-Heron Director March 5, 2026 Dara Richardson-Heron /s/ David Johnson Director March 5, 2026 David Johnson /s/ Natalie R. Sacks Director March 5, 2026 Natalie R. Sacks /s/ Nancy Whiting Director March 5, 2026 Nancy Whiting /s/ Ran Zheng Director March 5, 2026 Ran Zheng 123 Table of Contents INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Index to Audited Financial Statements as of and for the Years Ended December 31, 2025, and 2024: Report of Independent Registered Public Accounting Firm (PCAOB ID No. 34 ) F- 2 Consolidated Balance Sheets F- 3 Consolidated Statements of Operations and Comprehensive Loss F- 4 Consolidated Statements of Stockholders’ Equity F- 5 Consolidated Statements of Cash Flows F- 6 Notes to Consolidated Financial Statements F- 7 F-1 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the stockholders and the Board of Directors of Caribou Biosciences, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Caribou Biosciences, Inc. and subsidiaries (the "Company") as of December 31, 2025 and 2024, the related consolidated statements of operations and comprehensive loss, stockholders' equity, and cash flows, for each of the two years in the period ended December 31, 2025, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ Deloitte & Touche LLP San Francisco, California March 5, 2026 We have served as the Company's auditor since 2016. F-2 Table of Contents CARIBOU BIOSCIENCES, INC. AND ITS SUBSIDIARIES Consolidated Balance Sheets (in thousands, except share and per share amounts) December 31, 2025 December 31, 2024 ASSETS CURRENT ASSETS: Cash and cash equivalents $ 12,360 $ 16,293 Marketable securities, short-term 126,980 193,244 Accounts receivable 69 265 Contract assets 1,006 1,158 Other receivables 1,904 1,828 Prepaid expenses and other current assets 2,913 6,589 Total current assets 145,232 219,377 NON-CURRENT ASSETS Investments in equity securities — 9,276 Marketable securities, long-term 3,505 39,849 Property and equipment, net 6,760 19,281 Operating lease, right of use assets 17,670 20,009 Other assets 2,200 5,521 TOTAL ASSETS $ 175,367 $ 313,313 LIABILITIES AND STOCKHOLDERS’ EQUITY CURRENT LIABILITIES: Accounts payable $ 5,783 $ 2,476 Accrued expenses and other current liabilities 16,535 23,620 Operating lease liabilities, current 1,201 1,426 Deferred revenue ($ 0 and $2,487 from related party as of December 31, 2025, and December 31, 2024, respectively) 1,895 3,129 Total current liabilities 25,414 30,651 LONG-TERM LIABILITIES Deferred revenue, net of current portion ($ 0 and $ 1,243 from related party as of December 31, 2025, and December 31, 2024, respectively) 1,752 3,317 MSKCC success payments liability — 785 Operating lease liabilities, non-current 26,026 25,061 Deferred tax liabilities — 548 Total liabilities 53,192 60,362 COMMITMENTS AND CONTINGENCIES (Note 9) STOCKHOLDERS’ EQUITY Common stock, par value $ 0.0001 per share, 300,000,000 shares authorized at December 31, 2025, and December 31, 2024; 95,143,690 and 92,378,577 shares issued and outstanding at December 31, 2025, and December 31, 2024, respectively 9 9 Additional paid-in-capital 718,578 701,077 Accumulated other comprehensive income 103 255 Accumulated deficit ( 596,515 ) ( 448,390 ) Total stockholders’ equity 122,175 252,951 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 175,367 $ 313,313 The accompanying notes are an integral part of these consolidated financial statements. F-3 Table of Contents CARIBOU BIOSCIENCES, INC. AND ITS SUBSIDIARIES Consolidated Statements of Operations and Comprehensive Loss (in thousands, except share and per share amounts) Years Ended December 31, 2025 2024 Licensing and collaboration revenue (including $ 2,487 and $ 4,110 for years ended December 31, 2025, and December 31, 2024, respectively, from related parties) $ 11,159 $ 9,994 Operating expenses: Research and development 109,439 130,153 General and administrative 37,914 46,457 Impairment charges 12,150 — Total operating expenses 159,503 176,610 Loss from operations ( 148,344 ) ( 166,616 ) Other (expense) income Impairment of equity investment ( 9,158 ) — Other income, net 8,827 17,502 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 (loss) income Net unrealized (loss) gain on available-for-sale marketable securities, net of tax ( 152 ) 225 Net comprehensive loss $ ( 148,277 ) $ ( 148,880 ) Net loss per share, basic and diluted $ ( 1.59 ) $ ( 1.65 ) Weighted-average common shares outstanding, basic and diluted 93,389,283 90,317,925 The accompanying notes are an integral part of these consolidated financial statements. F-4 Table of Contents CARIBOU BIOSCIENCES, INC. AND ITS SUBSIDIARIES Consolidated Statements of Stockholders’ Equity (in thousands, except share amounts) Common Stock Additional Paid-In Capital Accumulated Other Comprehensive Income (Loss) Accumulated Deficit Total Stockholders’ Equity Shares Amount BALANCE—December 31, 2023 88,448,948 $ 8 $ 667,648 $ 30 $ ( 299,285 ) $ 368,401 Issuances of common stock under ESPP 261,178 — 914 — — 914 Issuances of common stock on exercises of options 182,217 — 618 — — 618 Issuances of common stock upon vesting of RSUs 66,173 — — — — — Issuances of common stock in connection with ATM offering, net of offering expenses 3,420,061 1 15,191 — — 15,192 Stock-based compensation expense — — 16,706 — — 16,706 Other comprehensive income — — — 225 — 225 Net loss — — — — ( 149,105 ) ( 149,105 ) BALANCE—December 31, 2024 92,378,577 $ 9 $ 701,077 $ 255 $ ( 448,390 ) $ 252,951 Issuances of common stock under ESPP 637,396 — 745 — — 745 Issuances of common stock on exercises of options 15,000 — 6 — — 6 Issuances of common stock upon vesting of RSUs 468,489 — — — — — Issuances of common stock in connection with ATM offering, net of offering expenses 1,644,228 — 4,070 — — 4,070 Stock-based compensation expense — — 12,680 — — 12,680 Other comprehensive loss — — — ( 152 ) — ( 152 ) Net loss — — — — ( 148,125 ) ( 148,125 ) BALANCE—December 31, 2025 95,143,690 $ 9 $ 718,578 $ 103 $ ( 596,515 ) $ 122,175 The accompanying notes are an integral part of these consolidated financial statements. F-5 Table of Contents CARIBOU BIOSCIENCES, INC. AND ITS SUBSIDIARIES Consolidated Statements of Cash Flows (in thousands) Years Ended December 31, 2025 2024 CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ ( 148,125 ) $ ( 149,105 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 3,645 3,927 Gain on disposal of fixed assets ( 25 ) ( 9 ) Non-cash consideration for licensing and collaboration revenue ( 9 ) ( 1,634 ) Change in fair value of equity securities 99 111 Stock-based compensation expense 12,680 16,706 Change in fair value of MSKCC success payments liability ( 785 ) ( 2,154 ) Acquired in-process research and development — 1,625 Accretion of discounts on investments in marketable securities, net ( 1,140 ) ( 4,726 ) Impairment charges 12,150 — Impairment of equity investment 9,158 — Non-cash lease expense 1,844 2,173 Changes in operating assets and liabilities: Accounts receivable 196 ( 117 ) Contract assets 152 267 Other receivables ( 76 ) 458 Prepaid expenses and other current assets 3,675 ( 433 ) Other assets 3,350 ( 3,935 ) Accounts payable 3,254 ( 354 ) Accrued expenses and other current liabilities ( 6,340 ) 2,134 Deferred revenue, current and long-term ( 2,798 ) ( 2,503 ) Operating lease liabilities ( 1,349 ) ( 621 ) Deferred tax liabilities ( 548 ) ( 10 ) Net cash used in operating activities ( 110,992 ) ( 138,200 ) CASH FLOWS FROM INVESTING ACTIVITIES: Proceeds from maturities of marketable securities 252,830 397,492 Purchases of marketable securities ( 149,233 ) ( 304,393 ) Purchases of property and equipment ( 1,359 ) ( 4,880 ) Proceeds from sale of property and equipment — 13 Payments to acquire in-process research and development — ( 1,625 ) Net cash provided by investing activities 102,238 86,607 CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from exercise of stock options 6 618 Proceeds from issuances of common stock under ESPP 745 914 Proceeds from issuances of common stock related to ATM, net of offering expenses 4,070 15,192 Net cash provided by financing activities 4,821 16,724 NET DECREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH ( 3,933 ) ( 34,869 ) CASH, CASH EQUIVALENTS, AND RESTRICTED CASH — BEGINNING OF PERIOD 16,339 51,208 CASH, CASH EQUIVALENTS, AND RESTRICTED CASH — END OF PERIOD $ 12,406 $ 16,339 RECONCILIATION OF CASH, CASH EQUIVALENTS, AND RESTRICTED CASH Cash and cash equivalents $ 12,360 $ 16,293 Restricted cash 46 46 CASH, CASH EQUIVALENTS, AND RESTRICTED CASH ON THE BALANCE SHEET $ 12,406 $ 16,339 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 $ 2,089 $ — The accompanying notes are an integral part of these consolidated financial statements. F-6 Table of Contents CARIBOU BIOSCIENCES, INC. AND ITS SUBSIDIARIES Notes to Consolidated Financial Statements 1. Description of the Business, Organization, and Liquidity Business and Organization Caribou Biosciences, Inc. (“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 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. We have four wholly owned subsidiaries: Antler Holdco, LLC, incorporated in Delaware in April 2019; Microbe Holdco, LLC, incorporated in Delaware in June 2020; Arboreal Holdco, LLC, incorporated in Delaware in November 2020; and Biloba Holdco, LLC, incorporated in Delaware in April 2021. Our wholly owned subsidiaries hold interests in our equity investments and do not have operating activities. Liquidity We have incurred operating losses and negative cash flows from operations since our inception and we had an accumulated deficit of $ 596.5 million as of December 31, 2025. During the year ended December 31, 2025, we incurred a net loss of $ 148.1 million and used $ 111.0 million of cash in operating activities. We expect to continue to incur substantial losses, and our ability to achieve and sustain profitability will depend on the successful development, regulatory approval, and commercialization of our product candidates and on our ability to generate sufficient revenue to support our cost structure. 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 $ 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. 2. Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation 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 The preparation of consolidated financial statements in conformity with U.S. GAAP requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities; the disclosure of contingent assets and liabilities at the date of our consolidated financial statements; 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. F-7 Table of Contents Segments 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. The CODM is our president and chief executive officer. We view our operations as, and manage our business in, one operating segment, which is the business of developing allogeneic CAR-T cell therapies (see Note 14, “Segment Information”). Concentrations of Credit Risk and Other Uncertainties Financial instruments that potentially subject us to concentration of credit risk consist of cash and cash equivalents, accounts receivable, contract assets, other receivables, and investments in marketable securities and equity securities. 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 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: Revenue Accounts Receivable and Contract Assets Years Ended December 31, As of December 31, 2025 2024 2025 2024 Licensee A 19.5 % 26.6 % 54.5 % 49.3 % Licensee B 22.3 % 24.9 % * * Licensee C * 16.2 % * * Licensee D 21.5 % * * * Licensee E * * 11.8 % * Total 63.3 % 67.7 % 66.3 % 49.3 % *Less than 10% We monitor economic conditions to identify facts or circumstances that may indicate if any of our accounts receivable are not collectible or if contract assets should be impaired. No allowance for credit losses or contract asset impairment was recorded as of December 31, 2025, or 2024. Revenue Recognition We determine whether agreements are within the scope of Accounting Standard Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”) or other topics at the effective date of an agreement. For agreements that are determined to be within the scope of ASC 606, revenue is recognized when a licensee, or customer, obtains control of promised goods or services (e.g., an intellectual property license). The amount of revenue recognized reflects the consideration that we expect to be entitled to receive in exchange for these goods and services. To achieve this core principle, we apply the following five steps (i) identify the contract with the customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when or as we satisfy a performance obligation. Our revenues are primarily derived through license and/or license and collaboration agreements. The terms of these types of agreements may include (i) licenses for our technology, (ii) research and development services, and (iii) services or obligations in connection with our participation in research or governance committees. 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 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. Judgment is required to determine whether a license to our intellectual property is distinct from research and development services or participation on research or governance committees. F-8 Table of Contents 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 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. Certain of our license agreements include contingent milestone payments. Such milestone payments are typically payable when the collaborator or licensee achieves certain predetermined clinical, regulatory, and/or commercial milestones. Milestone payments that are not within our control or the control of the licensee, such as regulatory approvals, are not considered probable of being achieved until those approvals are received. At each reporting date, we reevaluate whether the milestones are considered probable of being reached, and we estimate the amount to be included in the transaction price by using the most likely amount method. If it is probable that a significant revenue reversal would not occur, the associated milestone value is included in the transaction price in such period of determination. Our license and/or collaboration and license agreements may also include contingent payments related to sales-based milestones. Sales-based milestones are typically payable when annual sales of a covered product reach specified levels. Sales-based milestones are recognized at the later of when the associated performance obligation has been satisfied or when the sales occur. Unlike other contingency payments, such as regulatory milestones, sales-based milestones are not included in the transaction price based on estimates at the inception of the contract, but rather, are included when the sales or usage occur. We use the sales-based royalty exception because the license is a predominant item to which sales-based royalties relate. Certain of our license agreements have two performance obligations: a license and a material right for annual license renewals. Such license agreements require payments of non-refundable annual license fees by the licensee (referred to as maintenance fees in the license agreements), which are accounted for as material rights for license renewals. We recognize revenue when the license is delivered and the term commences. Revenue for the material right for license renewals is recognized at the point in time that the annual license fee is paid by the licensee and the renewal period begins. Payments received under third-party contracts are recorded as deferred revenue upon receipt or when due and may require deferral of revenue recognition to a future period until we satisfy our performance obligations under these contracts. We record contract assets when payment is due under third-party contracts conditioned on future performance or the occurrence of other events. Amounts payable to us are recorded as accounts receivable if invoiced and if our right to consideration is unconditional. Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability (see Note 3, “Fair Value Measurements and Fair Value of Financial Instruments”). Cash and Cash Equivalents We consider all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. 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. Restricted Cash We define restricted cash as cash and cash equivalents that cannot be withdrawn or used for general operating activities. Our restricted cash consists of a letter of credit with a financial institution related to one of our workers’ compensation insurance policies. As of December 31, 2025, and 2024, we had less than $ 0.1 million of restricted cash, which was recorded in other assets in our consolidated balance sheets. F-9 Table of Contents Marketable Securities Our short-term and long-term marketable securities are available for sale securities and consist of U.S. Treasury bills, commercial paper, U.S. government agency bonds, and corporate debt securities. 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) 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 We may receive as consideration under our license agreements equity securities of private or public companies (an “investee”). If we determine that we do not have control over these investees under either the Variable Interest Entity (“VIE”) or voting models, we then determine if we have an ability to exercise significant influence via voting interests, board of director representation, or other business relationships. If we conclude that we do not have an ability to exercise significant influence over an investee, we account for our investment at fair value and may elect to account for an equity security without a readily determinable fair value using a measurement alternative. This measurement alternative allows us to measure the equity investment at its cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. 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, 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. 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 Property and equipment are recorded at cost, net of accumulated depreciation and amortization. Property and equipment are depreciated using the straight-line method over the estimated useful lives of the assets. Computer equipment 3 years Furniture and office equipment 5 years Lab equipment 5 years Leasehold improvements Shorter of remaining lease term or estimated useful life Upon retirement or sale of the assets, the cost and related accumulated depreciation and amortization are removed from the balance sheet and the resulting gain or loss is recorded in the statements of operations. Repairs and maintenance are expensed as incurred. F-10 Table of Contents Impairment of Long-Lived Assets We evaluate the carrying amount of our long-lived assets whenever events or changes in circumstances indicate that the assets may not be recoverable. 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. 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”). Leases Under Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842) and its associated amendments, we determine if an arrangement is a lease at inception. In addition, we determine whether a lease meets the classification criteria of a finance or operating lease at the lease commencement date considering whether: (i) the lease transfers ownership of the underlying asset to the lessee at the end of the lease term; (ii) the lease grants the lessee an option to purchase the underlying asset that the lessee is reasonably certain to exercise; (iii) the lease term is for a major part of the remaining economic life of the underlying asset; (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 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. Operating leases are included in Operating lease right-of-use assets; Operating lease liabilities, current; and Operating lease liabilities, non-current in our consolidated balance sheets. Right-of-use assets represent our right to use the underlying assets for the lease term and lease liabilities represent our obligation to make lease payments arising from the leases. Operating lease right-of-use assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. In determining the present value of lease payments, if the rate implicit in the lease is not readily determinable, we use our incremental borrowing rate based on the information available at the lease commencement date. We determine the incremental borrowing rate based on an analysis of corporate bond yields with a credit rating similar to ours. The determination of our incremental borrowing rate requires management judgment, including development of a synthetic credit rating and cost of debt, as we currently do not carry any debt. We believe that the estimates used in determining the incremental borrowing rate are reasonable based upon facts and circumstances. Applying different judgments to the same facts and circumstances could yield a different incremental borrowing rate. The operating lease right-of-use assets also include adjustments for prepayments, accrued lease payments, and lease incentives. 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, 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. Accrued Research and Development Expenses Research and development expenses are expensed as incurred. Research and development expenses include those for certain payroll and personnel; laboratory supplies; consulting; manufacturing; external clinical; and allocated overhead, including rent, equipment depreciation, and utilities. 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 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. If we do not identify costs that have begun to be incurred or if we underestimate or overestimate the level of services performed or the costs of these services, actual expenses could differ from our estimates. To date, we have not experienced any material differences between accrued costs and actual costs incurred. F-11 Table of Contents 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. Generally, these agreements set forth the scope of work to be performed at a fixed fee, unit price or on a time and materials basis. In the event we make advance payments for goods or services that will be used or rendered for future research and development activities, the payments are deferred and capitalized as a prepaid expense and recognized as expense as the goods are received or the related services are rendered. These payments are evaluated for current or long-term classification based on when they are expected to be realized. Acquisition of In-Process Research and Development Assets We measure and recognize acquired in-process research and development assets, which include licenses, know-how, patents, and transaction fees, based on the cost to acquire the assets and the consideration that is allocated to the items based on a relative fair value methodology. Goodwill is not recognized in asset acquisitions. If acquired in-process technology is determined to not have an alternative future use, the cost is charged to research and development expenses at the acquisition date. Patent Costs We expense patent costs as incurred for filing, prosecuting, and maintaining patents and patent applications, including certain of the patents and patent applications that we license from third parties. We classify these costs as general and administrative expenses in our consolidated statements of operations and comprehensive loss. In addition, we are entitled to receive reimbursement from third parties for a portion of the filing, prosecution, and maintenance costs for certain patents and patent applications. We accrue for these reimbursements as the respective expenses are incurred, and we classify such reimbursements as a reduction of general and administrative expenses. During the years ended December 31, 2025, and 2024, we incurred gross patent costs of $ 3.6 million and $ 3.8 million, respectively. 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 Stock-based compensation expense related to awards to employees is measured at the grant date based on the fair value of the award. 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”), 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: Fair Market Value of Common Stock — The fair market value of our common stock is based on its closing price on Nasdaq as reported on the date of the stock option grant. Expected Term — Expected term represents the period that our stock-based awards are expected to be outstanding and is determined using the simplified method, which represents the average of the contractual term of the stock option and its weighted-average vesting period. The expected term for our stock purchases under our ESPP is the offering period. 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. Comparable companies are chosen based on their size, stage in the life cycle, or area of specialty. We will continue to apply this process for stock options and ESPP stock purchases until enough historical information regarding the volatility of our stock price becomes available. Expected Dividends — Expected dividends are zero as we have never paid dividends on our common stock and have no plans to do so for the foreseeable future. F-12 Table of Contents Risk-Free Interest Rate — Risk-free interest rate is based on the U.S. Treasury zero-coupon issued in effect at the time of grant for periods corresponding with the expected term of the award. Income Taxes 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 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. Tax benefits related to uncertain tax positions are recognized when it is more likely than not that a tax position will be sustained during an audit. Interest and penalties related to unrecognized tax benefits are included within the provision for income tax. Other Income, net 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 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 (loss) income. Other comprehensive (loss) income consists of unrealized gains and losses on available-for-sale marketable securities. Net Loss Per Share Basic net loss per share is computed by dividing the net loss by the weighted-average number of common shares outstanding during the period, without consideration of potential dilutive securities. Diluted net loss per share is computed by dividing the net loss by the sum of the weighted-average number of common shares outstanding during the period plus the dilutive effects of potentially dilutive securities outstanding during the period. Potentially dilutive securities include common stock options, shares committed under ESPP and RSUs issued and outstanding. For all periods presented, diluted net loss per share is the same as basic net loss per share since the effect of including potential common shares is anti-dilutive. Recently Adopted Accounting Pronouncements 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 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 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 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. 2024-03 - Income Statement - Reporting Comprehensive Income - Expense Disaggregation (Subtopic 220-40): Disaggregation of Income Statement Expenses. The amendments in ASU 2024-03 require a public business entity to disclose specific information about certain costs and expenses in the notes to its financial statements for interim and annual reporting periods. The objective of the disclosure requirements is to provide disaggregated information about a public business entity's expenses to help investors (i) better understand the entity's performance, (ii) better assess the entity's prospects for future cash flows, and (iii) compare an entity's performance over time and with that of other entities. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. We are currently evaluating the impact of the adoption of ASU 2024-03. F-13 Table of Contents 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”), 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. We have elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that we (i) are no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, our consolidated financial statements may not be comparable to those of companies that comply with the new or revised accounting pronouncements as of public company effective dates. We expect to use the extended transition period for any other new or revised accounting standards during the period in which we remain an emerging growth company. We have early adopted certain accounting standards because the JOBS Act does not preclude an emerging growth company from adopting a new or revised accounting standard earlier than the time that such standard applies to private companies to the extent early adoption is allowed by the accounting standard. We are also a “smaller reporting company.” If we are a smaller reporting company at the time we cease to be an emerging growth company, we may continue to rely on exemptions from certain disclosure requirements that are available to smaller reporting companies. Specifically, as a smaller reporting company, we may choose to present only the two most recent fiscal years of audited consolidated financial statements in our Annual Report on Form 10-K and, similar to emerging growth companies, smaller reporting companies have reduced disclosure obligations regarding executive compensation. 3. Fair Value Measurements and Fair Value of Financial Instruments 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. We recognize transfers into and out of levels within the fair value hierarchy in the period in which the actual event or change in circumstances that caused the transfer occurs. No such transfers occurred during the years ended December 31, 2025, and 2024. F-14 Table of Contents 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): Fair Value Measurements as of December 31, 2025 Total Level 1 Level 2 Level 3 Assets: U.S. Treasury bills $ 86,964 $ 86,964 $ — $ — U.S. government agency bonds 28,717 — 28,717 — Money market fund investments (included in cash and cash equivalents) 11,361 11,361 — — Corporate debt securities 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 $ — Fair Value Measurements as of December 31, 2024 Total Level 1 Level 2 Level 3 Assets: U.S. Treasury bills ($ 1,293 included in cash and cash equivalents) $ 169,615 $ 169,615 $ — $ — U.S. government agency bonds ($ 1,993 included in cash and cash equivalents) 33,482 — 33,482 — Commercial paper ($ 1,499 included in cash and cash equivalents) 26,283 — 26,283 — Money market fund investments (included in cash and cash equivalents) 11,508 11,508 — — Corporate debt securities 8,498 — 8,498 — Total fair value of assets $ 249,386 $ 181,123 $ 68,263 $ — Liabilities: MSKCC success payments liability $ 785 $ — $ — $ 785 Total fair value of liabilities $ 785 $ — $ — $ 785 F-15 Table of Contents The fair value and amortized cost of cash equivalents and available-for-sale marketable securities by major security type as of December 31, 2025, and 2024 are presented in the following tables (in thousands): As of December 31, 2025 Amortized Cost Basis Unrealized Gains Unrealized Losses Estimated Fair Value U.S. Treasury bills $ 86,872 $ 92 $ — $ 86,964 U.S. government agency bonds 28,707 12 ( 2 ) 28,717 Money market fund investments (included in cash equivalents) 11,361 — — 11,361 Corporate debt securities 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 Classified as: Cash and cash equivalents $ 12,360 Marketable securities, short-term 126,980 Marketable securities, long-term 3,505 Total cash equivalents and marketable securities $ 142,845 As of December 31, 2024 Amortized Cost Basis Unrealized Gains Unrealized Losses Estimated Fair Value U.S. Treasury bills ($ 1,293 included in cash and cash equivalents) $ 169,414 $ 268 $ ( 67 ) $ 169,615 U.S. government agency bonds ($ 1,993 included in cash and cash equivalents) 33,440 53 ( 11 ) 33,482 Commercial paper ($ 1,499 included in cash equivalents) 26,274 11 ( 2 ) 26,283 Money market fund investments (included in cash equivalents) 11,508 — — 11,508 Corporate debt securities 8,495 3 — 8,498 Total cash equivalents and marketable securities $ 249,131 $ 335 $ ( 80 ) $ 249,386 Classified as: Cash and cash equivalents $ 16,293 Marketable securities, short-term 193,244 Marketable securities, long-term 39,849 Total cash equivalents and marketable securities $ 249,386 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): December 31, 2025 Due in less than one year 126,980 Due in one to five years 3,505 Total $ 130,485 F-16 Table of Contents 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): MSKCC Success Payments Liability Balance at December 31, 2023 $ 2,939 Change in fair value ( 2,154 ) Balance at December 31, 2024 $ 785 Change in fair value ( 785 ) Balance at December 31, 2025 $ — 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. F-17 Table of Contents 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 . 4. Significant Agreements The Regents of the University of California and the University of Vienna We entered into an Exclusive License Agreement, dated April 16, 2013 (as amended, “UC/Vienna Agreement”) with The Regents of the University of California (“UC”) and the University of Vienna (“Vienna”) (together, “UC/Vienna”) wherein UC/Vienna granted us an exclusive worldwide license, with the right to sublicense, in all fields to the foundational CRISPR-Cas9 patent family co-owned by UC, Vienna, and Dr. Emmanuelle Charpentier (“CVC IP”). Dr. Charpentier has not granted us any rights, either directly or indirectly. The UC/Vienna Agreement continues until the last-to-expire patent or last-to-be-abandoned patent application within the CVC IP; provided, however, that UC/Vienna may terminate the UC/Vienna Agreement upon the occurrence of certain events and we may terminate the UC/Vienna Agreement at our sole discretion upon written notice. Without patent term adjustment (“PTA”) or patent term extension (“PTE”), the CVC IP will expire in 2033. 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. Prior to the time that we are selling products, we owe UC/Vienna an annual license maintenance fee. We will owe UC/Vienna up to $ 3.1 million in certain regulatory and clinical milestone payments in the field of human therapeutics and diagnostics for products that are covered by the CVC IP. Additionally, we pay UC/Vienna a specified percentage of sublicensing revenue, including cash and equity, we receive from sublicensing the CVC IP, subject to certain exceptions. If we include intellectual property owned or controlled by us in a sublicense to the CVC IP, we pay UC/Vienna a low double-digit percentage of sublicensing revenues received under the sublicense. 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, 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. For the years ended December 31, 2025, and 2024, we incurred $ 1.7 million and $ 1.1 million, respectively, for payments we owe to UC related to sublicensing revenues, which we recorded in research and development expenses in our consolidated statements of operations and comprehensive loss. 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. 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 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. On July 16, 2014, we entered into a License Agreement (as amended, “Intellia License Agreement”) with Intellia, LLC, to which Intellia Therapeutics, Inc. (“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 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. Under the Intellia License Agreement, each party is responsible for 30 % of the other party’s expenses for prosecution and maintenance of the licensed intellectual property. F-18 Table of Contents During the years ended December 31, 2025, and 2024, we recognized $ 0.2 million and $ 0.3 million, respectively, of expenses in reimbursable patent prosecution and maintenance costs, which were recorded as general and administrative expenses in our consolidated statements of operations and comprehensive loss. During the years ended December 31, 2025, and 2024, Intellia reimbursed us $ 0.4 million and $ 0.3 million, respectively (including reimbursement for a portion of the patent prosecution and maintenance costs of the CVC IP paid to UC), which were recorded as reductions of general and administrative expenses in our consolidated statements of operations and comprehensive loss. The term of the Intellia License Agreement continues for the life of the licensed patents and patent applications; provided, however, either party may terminate the agreement upon the occurrence of certain events. 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 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. (now Corteva Agriscience) On July 13, 2015, we and Pioneer Hi-Bred International, Inc. (“Pioneer”) (now Corteva Agriscience), then a DuPont company (“DuPont”), entered into an Amended and Restated Collaboration and License Agreement (as amended, “Pioneer Agreement”). Under the terms of the Pioneer Agreement, we and Pioneer cross licensed CRISPR intellectual property portfolios. Pioneer granted us an exclusive worldwide license, with the right to sublicense, to its CRISPR intellectual property in the field of research tools, as well as a non-exclusive worldwide license to such intellectual property in human and animal therapeutics, industrial biotechnology, certain agriculture segments, and other fields; and we granted Pioneer an exclusive worldwide license, with the right to sublicense, to our CRISPR intellectual property, including the CVC IP, in a defined field of agriculture relating to specified row crops, as well as a non-exclusive worldwide license to the intellectual property in other agricultural applications, industrial biotechnology, nutrition and health, and other fields. The Pioneer Agreement continues until the expiration, abandonment, or invalidation of the last patent or patent application within the licensed intellectual property; provided, however, that the parties may terminate the Pioneer Agreement by mutual consent or either party may unilaterally terminate the Pioneer Agreement in the event of an uncured breach of a payment obligation, bankruptcy, or failure to maintain or own licensed intellectual property by the other party if the non-breaching party is materially adversely affected by the failure. We are obligated to pay low-single-digit percent royalties to Pioneer for the sales of our products in the research tools field as well as certain sublicensing revenues in that field. We are eligible to receive milestone payments from Pioneer if certain regulatory and commercial milestones are met related to specified row crops, for a total of up to $ 22.4 million, as well as to receive low-single-digit percent royalties for sales of defined agricultural products and certain sublicensing revenues in that field. Initially, Pioneer owned the patents and patent applications developed under the collaboration, including the chRDNA patent family, and granted us an exclusive license to these patents and patent applications in the fields of research tools and therapeutics. In December 2020, we and Pioneer entered into an amendment to the Pioneer Agreement under which Pioneer assigned to us the chRDNA patent family developed under the research collaboration, and we paid Pioneer an upfront payment of $ 0.5 million. 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 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 F-19 Table of Contents 5. Revenue Disaggregation of Revenue We disaggregate revenue by geographical market based on the location of research and development activities of our licensees and collaborators. The following table is a summary of revenue by geographic location for the years ended December 31, 2025, and 2024, (in thousands): Years Ended December 31, 2025 2024 United States $ 9,478 $ 9,270 Rest of world 1,681 724 Total $ 11,159 $ 9,994 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, 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 Accounts receivable relate to our right to consideration for performance obligations completed (or partially completed) for which we have an unconditional right to consideration. Our accounts receivable balances represent amounts that we billed to our licensees with invoices outstanding as of the end of a reporting period. Contract assets are rights to consideration in exchange for a license that we have granted to a licensee when the right is conditional on something other than the passage of time. 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. 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. As of December 31, 2025, and 2024, our deferred revenue balance primarily resulted from the upfront payment received relating to our performance obligation to Pfizer, Inc. (“Pfizer”). The remaining deferred revenue relates to upfront payments received under license agreements that also include nonrefundable annual license fees, which are accounted for as material rights for license renewals and are recognized at the point in time when annual license fees are paid by the licensees and the renewal periods begin. The following table presents changes in our contract assets and liabilities during the year ended December 31, 2025 (in thousands): Balance as of December 31, 2024 Additions Deductions Balance as of December 31, 2025 Accounts receivable $ 265 $ 8,497 $ ( 8,693 ) $ 69 Contract assets: Unbilled accounts receivable $ 1,158 $ 3,427 $ ( 3,579 ) $ 1,006 Contract liabilities: 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”). F-20 Table of Contents 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. Transaction Prices Allocated to Remaining Performance Obligations Remaining performance obligations represent in aggregate the amount of a transaction price that has been allocated to performance obligations not delivered as of the end of a reporting period. 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 $ 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 We did not incur any expenses to obtain our existing contracts, and costs to fulfill those contracts do not generate or enhance our resources. As such, no costs to obtain or fulfill a contract have been capitalized in any period. 6. Balance Sheet Items Property and equipment, net, consisted of the following (in thousands): December 31, 2025 December 31, 2024 Lab equipment $ 15,636 $ 19,054 Leasehold improvements 3,057 11,518 Computer equipment 897 897 Furniture and office equipment 697 697 Total property and equipment 20,287 32,166 Less accumulated depreciation and amortization ( 13,527 ) ( 12,885 ) Property and equipment, net $ 6,760 $ 19,281 Depreciation and amortization expenses related to property and equipment were $ 3.6 million and $ 3.9 million, for the years ended December 31, 2025, and 2024, respectively. Accrued expenses and other current liabilities consisted of the following (in thousands): December 31, 2025 December 31, 2024 Accrued employee compensation and related expenses $ 7,745 $ 8,560 Accrued research and development expenses 6,109 12,020 Accrued expenses related to sublicensing revenues 992 592 Accrued patent expenses 873 769 Other 816 1,679 Total $ 16,535 $ 23,620 7. Related Party Transactions Edge Animal Health 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. As of December 31, 2025, we had appointed one of the four Edge directors. We concluded that Edge is a variable interest entity and that we are not its primary beneficiary based on our representation on its board of directors. As Edge’s convertible preferred stock is not in substance common stock, we recorded this investment using the measurement alternative. F-21 Table of Contents In June 2024, we received additional shares of convertible preferred stock pursuant to anti-dilution rights associated with the Edge chRDNA License Agreement with Edge. 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. 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. 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 On June 29, 2023, we entered into a Securities Purchase Agreement (“Securities Purchase Agreement”) with Pfizer, pursuant to which we, in a private placement transaction, issued and sold to Pfizer 4,690,431 shares of our common stock, par value $ 0.0001 per share, at a purchase price of $ 5.33 per share, for aggregate gross proceeds of approximately $ 25.0 million (“Pfizer Investment”). The issuance and sale of the shares to Pfizer closed on June 30, 2023. 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 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”). If we and Pfizer do not reach an agreement with respect to a Grant of Program Rights within the 30-day period, then we may pursue negotiations and enter into an agreement with any third party. If we and such third party do not reach agreement on the Grant of Program Rights within a specified time period, Pfizer’s right of first negotiation will be reinstated. Under the Information Rights Agreement, we also agreed to grant Pfizer the right to designate one representative to serve on our scientific advisory board (“SAB”). Through an information sharing committee, we provide calendar quarter updates to Pfizer regarding the development program for a BCMA Product Candidate. Additionally, we agreed to provide Pfizer access to any preclinical or interim or final clinical data (including raw data) and results generated as part of the development program for a BCMA Product Candidate at the same time that we provide such data to a third party (other than to our service providers or the FDA or other regulatory authorities), subject to certain confidentiality exceptions. We recorded the issuance of our common stock at its estimated fair value of $ 17.5 million, which reflects a discount for the lack of marketability of the shares. The remaining $ 7.5 million of the aggregate purchase price was allocated to the Information Rights Agreement, which represented a contract with a customer under ASC 606. We concluded that the information sharing committee represents the only performance obligation under the Information Rights Agreement. 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 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 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. 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. F-22 Table of Contents 8. Leases Operating Lease Obligations We lease laboratory and office space under two noncancellable operating agreements. In March 2021, we entered into a ten-year lease agreement, which superseded and replaced our prior lease, as amended, for our corporate headquarters and the new lease included additional office and laboratory space located within the same building in Berkeley, California. This lease agreement contains a renewal option for an additional term of five years . 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. In connection with signing this lease, we paid a deposit in the amount of $ 0.4 million to the lessor, and we will receive a total of $ 1.8 million in tenant improvement allowances. This lease agreement contains an escalation clause for increased base rent over the term and a renewal option for an additional term of five years . In addition to base rent, we pay our share of operating expenses and taxes. 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): Years Ended December 31, 2025 2024 Operating lease cost (1) $ 7,628 $ 7,679 Short-term lease cost 277 250 Total lease cost $ 7,905 $ 7,929 (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): Years Ended December 31, 2025 2024 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 4,310 $ 3,522 The following table summarizes the weighted-average remaining lease term and weighted-average discount rate for our corporate laboratory and office leases: Years Ended December 31, 2025 2024 Weighted-average remaining lease term (years) 7.1 6.5 Weighted-average discount rate 13.8 % 11.3 % F-23 Table of Contents The following table summarizes a maturity analysis of our operating lease liabilities showing the aggregate lease payments as of December 31, 2025: Year ending December 31: (in thousands) 2026 $ 4,842 2027 5,014 2028 6,513 2029 6,728 2030 6,950 Thereafter 13,768 Total future undiscounted lease payments 43,815 Less imputed interest ( 16,588 ) Total discounted lease payments 27,227 Less current portion of lease liability ( 1,201 ) Noncurrent portion of lease liability $ 26,026 9. Commitments and Contingencies Research, Manufacturing, and License Agreements We enter into various agreements in the ordinary course of business, such as those with CMOs, suppliers, CROs, clinical trial sites, licensors, assignors, and the like. These agreements provide for termination by either party in certain circumstances, generally with less than one-year notice and are, therefore, cancellable contracts and, if cancelled, are not anticipated to have a material effect on our consolidated financial condition, results of operations, or cash flows. Some of these agreements include contingent payments that will become payable if and when certain development, regulatory, clinical, and/or commercial milestones are achieved by us. As of December 31, 2025, satisfaction and timing of such contingent payments are uncertain and thus cannot be reasonably estimated. Guarantees and Indemnifications In the ordinary course of business, we enter into agreements that contain a variety of representations and warranties and provide for certain indemnifications by us. Our exposure under these agreements is unknown because claims may be made against us in the future. As of December 31, 2025, and 2024, we did not have any material indemnification claims that were probable or reasonably possible, and consequently, we have not recorded related liabilities. Litigation From time to time, we may become involved in litigation arising in the ordinary course of business. We record a liability for such litigation when it is probable that future losses will be incurred and if such losses can be reasonably estimated. Significant judgment by us is required to determine both probability and the estimated amount. 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., 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. F-24 Table of Contents 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. v. 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. v. 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. 10. Common Stock Shares of common stock reserved for future issuances consisted of the following: As of December 31, 2025 As of December 31, 2024 Stock options, issued and outstanding 12,511,072 10,782,103 Shares of common stock, authorized for future issuances 9,192,963 7,618,931 Shares committed under ESPP 2,426,055 2,139,666 Unvested RSUs and PSUs 2,173,234 1,297,327 Total shares of common stock reserved for future issuances 26,303,324 21,838,027 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 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. F-25 Table of Contents 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. 11. Stock-Based Compensation Equity Incentive Plans In July 2021, our board of directors adopted and our stockholders approved the 2021 Equity Incentive Plan (“2021 Plan”) that became effective on July 22, 2021. We reserved 5,200,000 shares of common stock for issuance under the 2021 Plan. In addition, 934,562 shares available for issuance under the 2013 Equity Incentive Plan, adopted in 2013 and amended and restated in 2019, were transferred into the 2021 Plan. In addition, any shares subject to awards under the 2013 Plan that terminate, expire, or lapse for any reason without the delivery of shares, or are reacquired or withheld (or not issued) to satisfy a tax withholding obligation or the purchase or exercise price, will be added to the 2021 Plan. The 2021 Plan also provides that the number of shares initially reserved and available for issuance will automatically increase each January 1, beginning on January 1, 2022 and ending on January 1, 2031, by an amount equal to the lesser of (i) 5 % of the shares of common stock outstanding on the last day of the immediately preceding fiscal year and (ii) such smaller number of shares of stock as determined by our board of directors. No more than 56,000,000 shares of stock may be issued upon the exercise of incentive stock options under the 2021 Plan. Options under the 2021 Plan may be granted for periods of up to 10 years at exercise prices no less than the fair market value of our common stock on the date of grant; provided, however, that the exercise price of an incentive stock option granted to a 10 % stockholder may not be less than 110 % of the fair market value of the shares on the date of grant and such option may not be exercisable after the expiration of five years from the date of grant. The grant date fair market value of all awards made under the 2021 Plan and all cash compensation paid by us to any non-employee director for services as a director in any fiscal year may not exceed $ 750,000 , increased to $ 1,000,000 in the fiscal year of their initial service as a non-employee director. As of December 31, 2025, we had 9,192,963 shares available for issuance under the 2021 Plan. 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 Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (years) Aggregate Intrinsic Value (in thousands) (1) Outstanding at December 31, 2023 9,410,404 $ 8.03 8.0 $ 6,432 Options granted 3,593,852 $ 5.90 Options exercised ( 182,217 ) $ 3.39 Options cancelled or forfeited ( 2,039,936 ) $ 7.61 Outstanding at December 31, 2024 10,782,103 $ 7.47 7.7 $ 18 Options granted 4,645,853 $ 1.59 Options exercised ( 15,000 ) $ 0.40 Options cancelled or forfeited ( 2,901,884 ) $ 6.65 Outstanding at December 31, 2025 12,511,072 $ 5.49 7.6 $ 466 Exercisable at December 31, 2025 6,565,291 $ 7.69 6.5 $ 45 Vested and expected to vest at December 31, 2025 12,511,072 $ 5.49 7.6 $ 466 F-26 Table of Contents (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 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: Years Ended December 31, 2025 2024 Volatility 86.1 % to 89.9 % 75.3 % to 75.9 % Expected term (in years) 5.0 to 6.0 5.0 to 6.0 Risk-free interest rate 3.8 % to 4.6 % 3.7 % to 4.5 % Expected dividend yield 0.0 % 0.0 % 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. F-27 Table of Contents Restricted Stock Units During the year ended December 31, 2025, we granted 1,943,585 RSUs and no PSUs under the 2021 Plan. A summary of the status of and change in unvested RSUs and PSUs as of December 31, 2025 was as follows: Number of Shares Underlying Outstanding RSUs and PSUs Weighted-Average Grant Date Fair Value per RSU and PSU Unvested, January 1, 2024 205,357 $ 8.49 Granted 1,410,242 5.53 Vested ( 66,173 ) 10.07 Forfeited ( 252,099 ) 7.60 Unvested, December 31, 2024 1,297,327 $ 5.37 Granted 1,943,585 1.65 Vested ( 468,489 ) 5.01 Forfeited ( 599,189 ) 3.12 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 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. As of December 31, 2025, the total unrecognized stock-based compensation expense related to unvested RSUs was $ 4.5 million, which is expected to be recognized over the remaining weighted-average vesting period of 2.5 years. Employee Stock Purchase Plan In July 2021, our board of directors adopted and our stockholders approved the ESPP, which became effective on July 22, 2021. The ESPP is intended to qualify as an employee stock purchase plan under Section 423 of the Internal Revenue Code of 1986, as amended (“Tax Code”). We reserved 511,000 shares of our common stock for employee purchases under the ESPP. The number of shares of common stock reserved for issuance under the ESPP will be automatically increased each January 1, beginning on January 1, 2022 and ending on January 1, 2031 by an amount equal to the lesser of (i) 1.00 % of the shares of common stock outstanding on the last day of the immediately preceding fiscal year and (ii) such smaller number of shares of stock as determined by our board of directors; provided that the maximum number of shares that may be issued under the ESPP is 10,000,000 shares. The ESPP allows an eligible employee to purchase shares of our common stock at a discount through payroll deductions of up to 15 % of the employee’s eligible compensation. At the end of each purchase period, employees are able to purchase shares at 85 % of the lower of the fair market value of our common stock at the beginning of the offering period or at the end of each applicable offering period. We issued 1,106,141 shares of common stock under the ESPP as of December 31, 2025. 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 as follows (in thousands): Years Ended December 31, 2025 2024 Research and development $ 5,406 $ 6,920 General and administrative 7,274 9,786 Total $ 12,680 $ 16,706 F-28 Table of Contents The above stock-based compensation expense related to the following equity-based awards (in thousands): Years Ended December 31, 2025 2024 Stock options $ 10,208 $ 14,193 RSUs 1,988 2,091 ESPP 484 422 Total $ 12,680 $ 16,706 12. Income Taxes 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. 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 $ — $ — State 1 1 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): Amount Rate U.S. federal statutory tax rate $ ( 31,221 ) 21.0 % State & local income taxes, net of federal income tax effect* ( 693 ) 0.5 % Tax credits Federal research and development credits ( 7,570 ) 5.1 % Changes in prior year credits 58 — % 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. F-29 Table of Contents 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: Years 2024 Federal income tax benefit at statutory rate ( 21 %) State taxes, net of federal benefit ( 8 %) Change in valuation allowance, federal 27 % Change in valuation allowance, state 7 % Stock-based compensation 1 % Research and development tax credits, net of reserves ( 5 %) Return to provision, federal ( 2 %) Change in rates 1 % Effective income tax rate — % 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. The following table presents significant components of our deferred tax assets and liabilities as of December 31, 2025, and 2024 (in thousands): 2025 2024 Deferred tax assets: NOL and tax attributes $ 142,818 $ 81,619 Accrued expenses and reserve 1,684 1,800 Deferred revenue and expenses 801 1,402 State income taxes 7 7 Capitalized license and patent costs 869 1,089 Capitalized research and development cost 30,557 56,865 Lease liabilities 6,571 6,090 Stock-based compensation 6,639 5,976 Investments in equity securities 37 — Fixed assets 1,206 — Total deferred tax assets 191,189 154,848 Valuation allowance ( 186,924 ) ( 147,313 ) Net deferred tax assets 4,265 7,535 Deferred tax liabilities: Investments in equity securities — ( 2,107 ) Lease right of use assets ( 4,265 ) ( 4,600 ) Fixed assets — ( 1,376 ) Total deferred tax liabilities ( 4,265 ) ( 8,083 ) Net deferred tax assets (liabilities) $ — $ ( 548 ) F-30 Table of Contents 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. As of December 31, 2024, a valuation allowance of $ 147.3 million was recorded against our deferred tax assets. As of December 31, 2025, we had federal NOL carryforwards of $ 381.8 million, which do not expire. 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, 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. As a result of our analysis, we believe that there have been three ownership changes under Section 382; 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 our stock ownership. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands): Years Ended December 31, 2025 2024 Balance at the beginning of the year $ 8,009 $ 4,093 Increases related to current year tax positions 2,059 2,654 Increases related to prior year tax positions 305 1,298 Decreases related to prior year tax positions ( 339 ) ( 36 ) Balance at the end of year $ 10,034 $ 8,009 We recognize interest and penalties related to uncertain tax positions in income tax expense. As of December 31, 2025, and 2024, we had no accrued interest or penalties related to uncertain tax positions and no amounts have been recognized in our consolidated statements of operations and comprehensive loss. We file our federal and state income tax returns with varying statutes of limitations. Our tax years from 2014 through 2025 will remain open to examination due to the carryover of the unused NOLs and tax credits. There are no ongoing examinations by taxing authorities at this time. The following table shows the change in deferred tax valuation allowance for the periods indicated: 2025 2024 Beginning balance, January 1 $ 147,313 $ 96,166 Change charged to expense 39,611 51,147 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. F-31 Table of Contents 13. Net Loss Per Share The following table sets forth the computation of the basic and diluted net loss per share (in thousands, except share and per share amounts): Years Ended December 31, 2025 2024 Numerator: Net loss $ ( 148,125 ) $ ( 149,105 ) Denominator: Weighted-average common shares outstanding used to compute net loss per share, basic and diluted 93,389,283 90,317,925 Net loss per share, basic and diluted $ ( 1.59 ) $ ( 1.65 ) 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. Potentially dilutive securities that were not included in the diluted per share calculations because they would be anti-dilutive were as follows: As of December 31, 2025 As of December 31, 2024 Stock options outstanding 12,511,072 10,782,103 RSUs issued and outstanding 2,173,234 1,297,327 Shares committed under ESPP 356,910 304,434 15,041,216 12,383,864 14. Segment Information 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 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 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. F-32 Table of Contents The following table presents reportable segment profit and loss, including significant expense categories, attributable to our reportable segment for the periods indicated: Years Ended December 31, 2025 2024 Licensing and collaboration revenue $ 11,159 $ 9,994 Less: Research and development: External costs 63,702 77,649 Internal costs (1) 37,099 42,120 Total research and development 100,801 119,769 General and administrative (2) 30,252 36,217 Other segment items (3) 37,058 18,461 Other income, net ( 8,827 ) ( 15,348 ) Segment and consolidated net loss $ ( 148,125 ) $ ( 149,105 ) (1) Research and development internal costs for the years ended December 31, 2025, and 2024, exclude $ 5.4 million and $ 6.9 million of stock-based compensation expense, respectively, and $ 3.2 million and $ 3.5 million of depreciation and amortization expense, respectively. (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 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. 15. Restructuring Charge 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. 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 and lab equipment. 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. F-33 Table of Contents 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. F-34