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Item 7. Management’s Discussion and Analysis

2026-02-26 compared with 2025-02-27 · 517 added, 415 removed, 1061 unchanged (47% of the section changed)

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Operating results are not necessarily indicative of results that may occur in future periods.

We are a late-stage biopharmaceutical company focused on discovering, developing and commercializing first-in-class muscle activators and next-in-class muscle inhibitors as potential treatments for debilitating diseases in which muscle performance is compromised and/or declining.

We are a biopharmaceutical company focused on discovering, developing and commercializing novel muscle activators and muscle inhibitors as potential treatments for debilitating diseases in which muscle performance is compromised and/or declining.

We have discovered and are developing muscle-directed investigational medicines that may potentially improve the healthspan of people with devastating cardiovascular and neuromuscular diseases of impaired muscle function.

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As a leader in muscle biology and the mechanics of muscle performance, we are discovering and developing small molecule drug candidates specifically engineered to impact muscle function and contractility with objective to build a sustainable specialty biopharmaceutical business.

Our clinical-stage drug candidates are:

(i) aficamten, a next-in-class cardiac myosin inhibitor, (ii) omecamtiv mecarbil, a novel cardiac myosin activator, (iii) CK-586, an additional cardiac myosin inhibitor, and (iv) CK-089, a novel fast skeletal troponin activator.

For further information regarding our business, refer to Part I, Item 1 (Business) of this Annual Report on Form 10-K.

Our first commercial product is MYQORZO (aficamten), 5 mg, 10 mg, 15 mg, and 20 mg tablets which the FDA approved in December 2025.

MYQORZO has since been approved in both the European Union and China.

MYQORZO is an allosteric and reversible inhibitor of cardiac myosin motor activity.

The approval of MYQORZO included a risk evaluation and mitigation strategy (REMS) program to ensure the benefits of the drug outweigh the risk of heart failure due to systolic dysfunction.

In patients with oHCM, myosin inhibition with MYQORZO reduces cardiac contractility and left ventricular outflow tract obstruction.

MYQORZO became available for prescription to patients on January 27, 2026 in the United States.

We expect that MYQORZO will be made available in the European Union (starting with Germany in the second quarter) and China in 2026

For further information regarding our business, refer to Part I, Item 1.

Business of this Annual Report on Form 10-K.

Liquidity and Capital Resources

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Total cash, cash equivalents, and marketable securities

Term loans, net

2026 Notes, net

2027 Notes, net

Term loans (including related derivative liabilities measured at fair value)

Convertible notes, net

Liabilities related to RPI transactions measured at fair value

Total borrowings

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Net cash provided by financing activities

Net (decrease) increase in cash, cash equivalents, and restricted cash

Sources and Uses of Cash

To date we have funded our operations and capital expenditures with proceeds primarily from private and public sales of our equity securities, royalty monetization agreement, and revenue interest agreements, strategic alliances, long-term debt, other financings and interest on investments.

We funded our operations and capital expenditures with proceeds primarily from private and public sales of our equity securities, royalty monetization agreements, and revenue interest agreements, strategic alliances, long-term debt, other financings and interest on investments.

We have generated significant operating losses since our inception.

Our expenditures have historically primarily related to research and development activities, but have recently and will increasingly also relate to our commercial readiness activities and general commercialization activities upon regulatory approval of aficamten.

Our expenditures have historically been primarily related to research and development activities but have recently and will increasingly relate to our commercial readiness activities and general commercialization activities of our drug products.

In December 2025, the FDA approved MYQORZO, 5 mg, 10 mg, 15 mg and 20 mg tablets for the treatment of adults with symptomatic oHCM to improve functional capacity and symptoms, with sales of MYQORZO commencing in the first quarter of 2026.

Accordingly, we will be increasingly relying on revenues generated from commercial sales of MYQORZO and/or traditional financing activities to fund our operations and cash expenditures.

Cash Flows Used in Operating Activities

Net cash used in operating activities of $395.9 million and $414.3 million for 2024 and 2023, respectively, was largely due to ongoing research and development activities and general and administrative expenses to support those activities.

Net cash used in operating activities of $510.0 million and $395.9 million for 2025 and 2024, respectively, was largely due to ongoing research and development activities and general and administrative expenses to support research and development as well as commercial readiness.

Net loss for 2025 and 2024 included, among other items:

non-cash stock-based compensation, non-cash interest expense on liabilities related to revenue participation right purchase agreements, non-cash interest expense related to debt and non-cash changes in fair values related to derivative liabilities and liabilities related to RPI Transactions.

stock-based compensation, interest expense on liabilities related to revenue participation right purchase agreements and debt, and/or changes in fair values related to derivative liabilities and liabilities related to RPI Transactions and the debt conversion expense due to 2027 Note repurchase.

Cash Flows Used in Investing Activities

Net cash used in investing activities of $16.7 million for 2025 was primarily due to maturities of investments, offset by purchases of investments and property, plant and equipment.

Net cash used in investing activities of $553.1 million for 2024 was primarily due to purchases of investments, offset by maturities of investments.

Net cash used in investing activities of $239.3 million for 2023 was primarily due to sales and maturities of investments offset by purchases of investments.

Cash Flows Provided by Financing Activities

Net cash provided by financing activities of $930.6 million in 2024 was due to $250.0 million in proceeds from the 2024 RPI Transactions, $563.2 million of net proceeds from a public offering, $50.0 million of net proceeds from a private placement, and issuances of common stock of $93.6 million under the Controlled Equity Offering Sales Agreement with Cantor Fitzgerald & Co, discussed below, and stock-based award activities.

Net cash provided by financing activities of $221.3 million in 2023 was due to proceeds from public offerings of common stock of $164.2 million under the Controlled Equity Offering Sales Agreement with Cantor Fitzgerald & Co discussed below and $50.0 million of additional consideration associated with the 2022 RP Aficamten Royalty Purchase Agreement which was paid to us in September 2023 and stock-based award activities.

Net cash provided by financing activities of $524.5 million in 2025 was primarily attributable to the issuance of the 2031 Notes of $750 million, $75.0 million and $100.0 million in proceeds from the drawing on Tranche 4 and Tranche 5 of the RP Multi Tranche Term Loan, respectively, and net proceeds from stock-based award activities partially offset with the 2031 Notes debt issuance costs of $20.4 million and the exchange of $402.5 million of 2027 Notes.

Net cash provided by financing activities of $930.6 million in 2024 was due to $250.0 million in proceeds from the 2024 RPI Transactions, $563.2 million of net proceeds from a public offering of common stock and issuances of common stock of $93.6 million under the Controlled Equity Offering Sales Agreement with Cantor Fitzgerald & Co, discussed below, and stock-based award activities.

2024 Royalty Pharma Transactions

In May 2024, we entered into a series of financing agreements with affiliates of Royalty Pharma, including the RP OM Loan Agreement, the RP CK-586 RPA, the 2022 RP Multi Tranche Loan Agreement Amendment, the RP Aficamten RPA Amendment, and the RP Stock Purchase Agreement for a private placement of common stock concurrent with our underwritten public offering of common stock.

The RP OM Loan Agreement provides for a loan in a principal amount of $100.0 million that was drawn at the closing with no remaining amounts available for disbursement.

In May 2024, we entered into a series of financing agreements with affiliates of Royalty Pharma, including the RP OM Loan Agreement, the RP Ulacamten RPA, the 2022 RP Multi Tranche Loan Agreement Amendment, the RP Aficamten RPA Amendment, and the RP Stock Purchase Agreement for a private placement of common stock concurrent with our underwritten public offering of common stock.

The RP OM Loan Agreement provides for a loan in the principal amount of $100.0 million that was drawn at the closing with no remaining amounts available for disbursement.

The loan under the RP OM Loan Agreement matures on the 10 year anniversary of the funding date and is repayable in quarterly installments, the amounts of which will depend on the occurrence of certain events related to the results and timing of COMET-HF and potential regulatory approvals of omecamtiv mecarbil, as follows:

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The interest on this loan is included in the scheduled payment amount for each scenario.

Pursuant to the RP CK-586 RPA, RPI ICAV purchased rights to up to 4.5% of worldwide net sales of CK-586 by us, our affiliates or licensees, in exchange for up to $200 million in consideration, $50 million of which was paid upfront and, following the initiation of the first Phase 3 clinical trial (or the Phase 3 portion of the first Phase 2b/3 clinical trial) in HFpEF for CK-586, at RPI ICAV’s sole discretion, up to in aggregate $150 million to fund 50.0% of the research and development cost of CK-586.

The initial $50 million paid to us entitles RPI ICAV to 1% of worldwide net sales of CK-586 by us, our affiliates, or licenses.

We will not know for certain whether any additional funding under the RP CK-586 RPA will be available to us until the conclusion of AMBER-HFpEF, the results of the trial are known, and RPI ICAV has decided to exercise its option to purchase an incremental 3.5% revenue interest on our future annual worldwide net sales of CK-586 or not.

Pursuant to the RP Ulacamten RPA, RPI ICAV purchased rights to up to 4.5% of worldwide net sales of drug products containing ulacamten by us, our affiliates or licensees, in exchange for up to $200 million in consideration, $50 million of which was paid upfront and, following the initiation of the first Phase 3 clinical trial (or the Phase 3 portion of the first Phase 2b/3 clinical trial) in HFpEF for ulacamten, at RPI ICAV’s sole discretion, up to in aggregate $150 million to fund 50.0% of the research and development cost of ulacamten.

The initial $50 million paid to us entitles RPI ICAV to 1% of worldwide net sales of drug products containing ulacamten by us, our affiliates, or licenses.

We will not know for certain whether any additional funding under the RP Ulacamten RPA may be available to us until the conclusion of AMBER-HFpEF, the results of the trial are known, and RPI ICAV has decided to exercise its option to purchase an incremental 3.5% revenue interest on our future annual worldwide net sales of drug products containing ulacamten or not.

2022 Royalty Pharma Transactions

In January 2022, we entered into a series of financing agreements with affiliates of Royalty Pharma, including the RP Multi Tranche Loan Agreement, and the RP Aficamten RPA.

Under the RP Multi Tranche Loan Agreement, we have drawn $100 million and an additional $350 million remains available to us for disbursement as long-term debt, subject to satisfaction of certain conditions.

Of these available loans, we have satisfied the conditions to draw on the tranche 4 loan in the amount of $75 million upon receipt of positive results from SEQUOIA-HCM and tranche 5 in the amount of $100 million upon acceptance of the filing of our NDA for aficamten.

We are obliged to draw at least $50 million of either the tranche 4 or tranche 5 facility by November 24, 2025.

The remaining $175 million tranche 7 loan is subject to conditions related to the approval of our NDA for aficamten in patients with oHCM on or prior to December 31, 2025.

We expect to draw all available loans under the RP Multi Tranche Loan Agreement unless we are able to meet our financing requirements through more favorable funding sources.

If, for any reason, we are unable to satisfy the conditions for disbursement of the remaining $175 million in available loans under the RP Multi Tranche Loan Agreement, we would need to seek alternative debt or equity financing.

Under the RP Multi Tranche Loan Agreement, we have drawn $275 million as of December 31, 2025.

The remaining $175 million tranche 7 loan is also available to us now that the conditions for reimbursement, namely approval of our NDA for aficamten in patients with oHCM on or prior to December 31, 2025, have been met.

We expect to draw Tranche 7 unless we are able to meet our financing requirements through more favorable funding sources.

Each term loan under the RP Multi Tranche Loan Agreement matures on the 10 year anniversary of the funding date for such term loan and is repayable in quarterly installments of principal, interest and fees commencing on the last business day of the seventh full calendar quarter following the calendar quarter of the applicable funding date for such term loan, with the aggregate amount payable in respect of each term loan (including interest and other applicable fees) equal to 190% of the principal amount of the tranche 1, tranche 4, tranche 5, tranche 6, and tranche 7 term loans (such amount with respect to each term loan, “Final Payment Amount”).

We commenced repayment of the tranche 1 loan in the fourth quarter of 2023 and will continue to incur approximately $2.9 million in quarterly interest expenses for the tranche 1 loan until our repayment obligations are satisfied in full.

We commenced repayment of the RP Multi Tranche Loans in the fourth quarter of 2023 and will pay approximately $20.2 million in interest and principal on the term loans in 2026.

RP Aficamten Royalty Purchase Agreement

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We account for the RP Aficamten Liability as a liability primarily because we have significant continuing involvement in generating the related revenue stream from which the liability will be repaid.

If and when aficamten is commercialized and royalties become due, we will recognize the portion of royalties paid to RPI ICAV as a decrease to the RP Aficamten Liability and a corresponding reduction in cash.

When aficamten is commercialized and royalties become due, we will recognize the portion of royalties paid to RPI ICAV as a decrease to the RP Aficamten Liability and a corresponding reduction in cash.

The carrying amount of the RP Aficamten Liability is based on our estimate of the future royalties to be paid to RPI ICAV over the life of the arrangement as discounted using an imputed rate of interest.

The imputed rate of interest on the carrying value of the RP Aficamten Liability was approximately 22.6% and 23.5% as of December 31, 2025 and 2024, respectively.

2017 RP Omecamtiv Mecarbil Royalty Purchase Agreement

In February 2017, we entered into the RP OM RPA pursuant to which we sold a portion of our right to receive royalties from Amgen on future net sales of omecamtiv mecarbil to RPFT for a one-time payment of $90 million, which is non-refundable even if omecamtiv mecarbil is never commercialized.

Concurrently, we entered into a common stock purchase agreement with RPFT through which RPFT purchased 875,656 shares of the Company’s common stock for $10.0 million.

We allocated the consideration and issuance costs on a relative fair value basis to our liability to RPFT related to sale of future royalties under the RP OM RPA (the “RP OM Liability”) and the common stock sold to RPFT, which resulted in the RP OM Liability being initially recognized at $92.3 million.

The RP OM RPA, as amended, provides for the sale of a royalty to RPFT of 5.5% on worldwide net sales of omecamtiv mecarbil.

We account for the RP OM Liability as a liability primarily because we have significant continuing involvement in generating the related revenue stream from which the liability will be repaid.

If and when omecamtiv mecarbil is commercialized and royalties become due, we will recognize the portion of royalties paid to RPFT as a decrease to the RP OM Liability and a corresponding reduction in cash.

The carrying amount of the RP OM Liability is based on our estimate of the future royalties to be paid to RPFT over the life of the arrangement as discounted using an imputed rate of interest.

The excess of future estimated royalty payments over the $92.3 million of allocated proceeds, less issuance costs, is recognized as non-cash interest expense using the effective interest method.

The imputed rate of interest on the RP OM Liability is reassessed periodically and is not reduced below 0%.

The imputed rate of interest on the carrying value of the RP OM Liability was 0.0% and approximately 0.1% as of December 31, 2025 and 2024, respectively.

Convertible Notes

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On July 6, 2022, we issued $540.0 million aggregate principal amount of 2027 Notes and used approximately $140.3 million of the net proceeds from the offering of 2027 Notes and issued 8,071,343 shares of common stock to repurchase approximately $116.9 million aggregate principal amount of the 2026 Notes pursuant to privately negotiated exchange agreements entered into with certain holders of the 2026 Notes concurrently with the pricing of the offering of the 2027 Notes.

As a result of the partial repurchase of the 2026 Notes, we recorded an inducement loss of $22.2 million, consisting of the difference between the consideration to the holders pursuant to the exchange agreements and the if-converted value of the 2026 Notes under the original terms.

As of December 31, 2024, there remains $21.1 million aggregate principal amount of 2026 Notes outstanding and $540.0 million of aggregate principal amount of 2027 Notes outstanding.

The 2026 Notes and the 2027 Notes are redeemable, at our option at any time in the case of the 2026 Notes and at any time after July 7, 2025 in the case of the 2027 Notes and, in the case of any partial redemption, on or before the 60th scheduled trading day before the maturity date for the relevant notes, at a cash redemption price equal to the principal amount of the relevant notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date but only if the last reported sale price per share of our common stock exceeds 130% of the conversion price for the relevant notes on (1) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date we may send the related redemption notice;

As a result of the partial repurchase of the 2026 Notes, we recorded a debt conversion expense of $22.2 million, consisting of the difference between the consideration to the holders pursuant to the exchange agreements and the if-converted value of the 2026 Notes under the original terms.

On September 19, 2025, we issued $750.0 million aggregate principal amount of 2031 Notes and used approximately $402.5 million of the net proceeds from the offering of 2031 Notes and issued 2,168,806 shares of common stock to repurchase approximately $399.5 million aggregate principal amount of the 2027 Notes pursuant to privately negotiated exchange agreements entered into with certain holders of the 2027 Notes concurrently with the pricing of the offering of the 2031 Notes.

This resulted in recording debt conversion expense in the third quarter of 2025 of $121.2 million, consisting of the difference between the consideration to the holders pursuant to the exchange agreements and the if-converted value of the 2027 Notes under the original terms.

As of December 31, 2025, there remains $21.1 million aggregate principal amount of 2026 Notes outstanding reflected in current liabilities, $140.5 million of aggregate principal amount of 2027 Notes outstanding reflected in long term liabilities, and $750.0 million of aggregate principal amount of 2031 Notes outstanding in long term liabilities.

The 2026 Notes and the 2027 Notes are redeemable, in whole or in part (subject to the Partial Redemption Limitation, in the case of the 2027 Notes), at our option at any time, and from time to time, and, in the case of any partial redemption, on or before the 60th scheduled trading day before the applicable maturity date, at a cash redemption price equal to the principal amount of the relevant Convertible Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date but only if the last reported sale price per share of our common stock exceeds 130% of the conversion price for the relevant notes on (1) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date we may send the related redemption notice;

and (2) the trading day immediately before the date we may send such notice.

China Out-license for Omecamtiv Mecarbil

On or after October 6, 2028, the 2031 Notes will be redeemable, in whole or in part (subject to the Partial Redemption Limitation), at our option at any time and from time to time, and, in the case of any partial redemption, on or before the 40th scheduled trading day before the maturity date for the 2031 Notes, at a cash redemption price equal to the principal amount of the 2031 Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date but only if the 2031 Notes are also freely tradable and all accrued and unpaid additional interest, if any, has been paid in full, as of the first interest payment date occurring on or before such redemption notice date, and the last reported sale price per share of our common stock exceeds 130% of the conversion price for the 2031 Notes on (1) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date we may send the related redemption notice;

and (2) the trading day immediately before the date we may send such notice.

Greater China Out-license for Omecamtiv Mecarbil

In December 2021, we entered into the Corxel OM License Agreement, pursuant to which we granted to Corxel an exclusive license to develop and commercialize omecamtiv mecarbil in China and Taiwan.

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Accordingly, all rights to develop and commercialize omecamtiv mecarbil have reverted to us.

China Out-license for Aficamten

Greater China Out-license for Aficamten

In July 2020, we entered into a license and collaboration agreement with Corxel, pursuant to which we granted to Corxel an exclusive license to develop and commercialize aficamten in China and Taiwan.

In December 2024, Corxel assigned its rights and obligations under our license and collaboration agreement to Genzyme Corporation, an affiliate of Sanofi.

We recognized $15.0 million dollars from Corxel in connection with a modification of the original license prior to the assignment of Corxel's rights under our license and collaboration agreement for the development and commercialization of aficamten to Sanofi and we may be eligible for another $10.0 million milestone from Corxel under certain commercial circumstances.

We may be eligible to receive from Sanofi future milestone payments totaling up to $150.0 million for the achievement of certain development and commercial milestone events in connection to aficamten in oHCM and/or nHCM.

In addition, Sanofi will pay us tiered royalties in the low-to-high teens range on the net sales of pharmaceutical products containing aficamten in China and Taiwan, subject to certain reductions for generic competition, patent expiration and payments for licenses to third party patents.

In 2024, we recognized $15.0 million dollars from Corxel in connection with a modification of the original license prior to the assignment of Corxel's rights under our license and collaboration agreement for the development and commercialization of aficamten to Sanofi, and we may be eligible for another $10.0 million milestone payment from Corxel if certain conditions are met.

In the fourth quarter of 2025, we recognized $15.0 million in aggregate milestone revenues from Sanofi upon approval of MYQORZO in each of the United States and China.

We may be eligible to receive future milestone payments from Sanofi totaling up to $135.0 million for the achievement of certain development and commercial milestone events in connection to sales of MYQORZO and development of aficamten in nHCM.

In addition, Sanofi will pay us tiered royalties in the low-to-high teens range on the net sales of pharmaceutical products containing aficamten, including MYQORZO, in China and Taiwan, subject to certain reductions for generic competition, patent expiration and payments for licenses to third party patents.

The Sanofi Aficamten License Agreement, unless terminated earlier, will continue on a market-by-market basis until expiration of the relevant royalty term.

We expect royalty revenues in 2026 to be immaterial as Sanofi begins initial commercialization activities in China.

Japan Out-license for Aficamten

In November 2024, we entered into a license and collaboration agreement with Bayer Consumer Care AG, an affiliate of Bayer AG, pursuant to which we granted to Bayer an exclusive license to develop and commercialize aficamten in Japan, subject to certain reserved development rights.

Under the terms of the Bayer License Agreement, we received an up-front payment of €50.0 million (equivalent to $52.4 million at the time of payment) which was recorded as deferred revenue at December 31, 2024 and will be recognized upon the completion of certain performance obligations.

We expect to fulfill and satisfy the associated performance obligation in the first half of 2025.

We may be eligible to receive from Bayer future milestone payments totaling up to an additional €90 million upon achievement of milestones through commercial launch, including €20 million of which are near-term.

We may also be eligible to receive up to an additional €490 million in commercial milestone payments upon the achievement by Bayer of certain sales milestones and tiered royalties on the net sales of pharmaceutical products containing aficamten in Japan ranging from the high teens to the low thirty percents, subject to certain reductions for generic competition, expiration of certain patents and payments for licenses to third-party patents, until the latest of the expiration of certain patents, the expiration of regulatory exclusivity for the Product in Japan, and the end of a minimum specified term.

For collaborative agreements that have a performance obligation where the counterparty is a customer for the unit of account, we apply ASC 606, Revenue Recognition , to the unit of account and the revenue is classified as License and milestone revenue in our consolidated statement of operations.

For other transactions in collaborative arrangements, consisting of research and development cost reimbursements, we recognize the research and development cost reimbursements as collaboration revenues in our consolidated statement of operations.

Under the terms of the Bayer License Agreement, we received an up-front payment of €50.0 million (equivalent to $52.4 million at the time of payment) which was recorded as deferred revenue at December 31, 2024 and was recognized in 2025 upon completion of certain performance technology transfer obligations.

We recognized revenue associated with two clinical milestones totaling €10 million (equivalent to $11.8 million) in 2025.

We expect to recognize an additional €10 million milestone payment in the first quarter of 2026 as a result of our first commercial sale of MYQORZO in the United States.

We may also be eligible to receive up to an additional €70 million in milestones upon first commercial sale of aficamten in each of oHCM and nHCM in Japan and nHCM in the United States.

We are also eligible for an additional €490 million in commercial milestone payments upon the achievement by Bayer of certain sales milestones and tiered royalties on the net sales of pharmaceutical products containing aficamten in Japan ranging from the high teens to the low thirty percents, subject to certain reductions for generic competition, expiration of certain patents and payments for licenses to third-party patents, until the latest of the expiration of certain patents, the expiration of regulatory exclusivity for the Product in Japan, and the end of a minimum specified term.

At-the-Market Sales of Common Stock

In March 2023, we entered into the Amended ATM Facility, with Cantor, under which we may offer and sell, from time to time at our sole discretion, shares of our common stock having an aggregate offering price of up to $300.0 million through Cantor, as sales agent.

We issued 5,016,170 and 1,237,460 shares of our common stock for net proceeds of $164.2 million and $93.6 million in 2023 and 2024, respectively, under the Amended ATM Facility.

On March 1, 2023, we entered into the Amended ATM Facility, with Cantor, under which we may offer and sell, from time to time at our sole discretion, shares of Common Stock having an aggregate offering price of up to $300.0 million through Cantor, as sales agent.

The Amended ATM Facility amends, restates and supersedes the Controlled Equity Offering Sales Agreement dated as of March 6, 2019 between the Company and Cantor.

Under the Amended ATM Facility, Cantor sold Common Stock by a method that was deemed to be an “at the market offering” as defined in Rule 415 of the Securities Act of 1933, as amended, including sales made directly on the Nasdaq Global Select Market or any other trading market for Common Stock.

Cantor was required to use commercially reasonable efforts to sell the Common Stock from time to time, based upon instructions from us (including any price, time or size limits or other customary parameters or conditions we may impose).

We were required to pay Cantor a commission of up to 3.0% of the aggregate gross sales proceeds of any common stock sold through Cantor under the Amended ATM Facility, and we provided Cantor with customary indemnification rights.

In 2023 and 2024, we issued 5,016,170 shares of our common stock for net proceeds of $164.2 million and 1,237,460 shares of our common stock for net proceeds of $93.6 million, respectively, under the Amended ATM Facility.

We exercised our rights to terminate the Amended ATM Facility with Cantor in February 2025.

On February 27, 2025, we entered into an Open Market Sale Agreement SM with Jefferies LLC under which we may offer and sell, from time to time, at our sole discretion, shares of Common Stock in “at the market offerings” pursuant to Rule 415(a)(4) under the Securities Act of 1933 through Jefferies LLC, as sales agent.

As of December 31, 2025, we have not sold any shares of Common Stock under the Open Market Sale Agreement SM with Jefferies LLC.

Public Offering of Common Stock and Concurrent Private Offering

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We expect that general and administrative expenses will significantly increase in 2026.

We have submitted an NDA to FDA for aficamten for the treatment of oHCM, which was accepted for filing with a PDUFA target action date of September 26, 2025.

Accordingly, we will be incurring expenses for the purpose of commercial readiness activities, including, but not limited to, the hiring and training of a field sales force, the implementation of compliance systems and sales and marketing expenses.

In addition, we submitted an MAA to EMA for aficamten for the treatment of oHCM in the fourth quarter of 2024, which was validated by EMA, and therefore, we will be incurring similar expenses for commercial readiness activities in Europe but with additional expenses for the establishment of a corporate infrastructure to enable commercialization activities in key European markets.

A significant portion of these anticipated commercial readiness expenses in the United States and Europe are not expenses that have been reflected in our financial statements for previous periods.

In future periods, we also expect to incur substantial costs as we continue to expand our research programs and related research and development activities, including for the conduct of our on-going clinical trials for aficamten, omecamtiv mecarbil, CK-586 and CK-089.

In December 2025, MYQORZO was approved by the FDA, and accordingly, our sales and marketing expenses will increase significantly as we engage in commercialization activities in the United States.

In February 2026, the European Commission approved MYQORZO® (aficamten), 5 mg, 10 mg, 15 mg and 20 mg tablets for the treatment of symptomatic (New York Heart Association, NYHA, class II-III) obstructive hypertrophic cardiomyopathy in adult patients, which means that we will significantly increase commercial readiness activities in Europe, initially in Germany, with commercial readiness activities in other major European countries to follow,

In future periods, we also expect to incur substantial costs as we expand our research programs and continue development activities, including for the conduct of our on-going clinical trials for aficamten, omecamtiv mecarbil, ulacamten and CK-089.

We expect to incur significant research and development expenses as we advance the research and development of compounds from our other muscle biology programs through research to candidate selection to clinical development, and we expect to file investigational new drug applications.

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• the initiation, progress, timing, scope and completion of preclinical research, non-clinical development, CMC, and clinical trials for our drug candidates and other compounds;

• the time, costs and outcomes of regulatory reviews or other regulatory actions related to our drug candidates, including with respect to our NDA submission for aficamten for the treatment of oHCM to FDA and our related MAA submission to EMA;

• the time, costs and outcomes of regulatory reviews or other regulatory actions related to our drugs and drug candidates,

• the jurisdictions in which we are granted regulatory approvals and thus are able to successfully launch our products for commercial sale;

• delays that may be caused by requirements of regulatory agencies;

• our level of funding for the development of current or future drug candidates;

• our level of funding for the development of current or future drugs and drug candidates;

• the number of drug candidates we pursue and the stage of development that they are in;

• the costs involved in filing and prosecuting patent applications and enforcing or defending patent claims;

• our ability to establish and maintain selected strategic alliances required for the development of drug candidates and commercialization of our potential drugs;

• the costs involved in filing and prosecuting patent applications and attacking, enforcing or defending patent claims;

• our ability to establish and maintain selected strategic alliances required for the development of drug candidates and commercialization of our drugs and future drugs, if any;

• our plans or ability to expand our drug development capabilities, including our capabilities to conduct clinical trials for our drug candidates;

• our plans or ability to engage third-party manufacturers for our drug candidates and potential drugs;

• our plans or ability to build or access sales and marketing capabilities and to achieve market acceptance for potential drugs;

• our plans or ability to engage third-party manufacturers for our drugs or drug candidates;

• our plans or ability to build or access sales and marketing capabilities, including commercial infrastructure and distribution capabilities, and to achieve market acceptance for MYQORZO and potential future drugs;

• the expansion and advancement of our research programs;

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• the acquisition of technologies, products and other business opportunities that require financial commitments;

• our revenues, if any, from successful development of our drug candidates and commercialization of potential drugs;

• our revenues from commercialization of MYQORZO and successful development and commercialization of any other drug candidates;

• the cost of additional construction to expand our headquarters in South San Francisco and the cost in relation to expanding our leased office facilities in Radnor, Pennsylvania or other leased office spaces in Europe;

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We have incurred an accumulated deficit of approximately $3.5 billion since inception and there can be no assurance that we will attain profitability.

We are subject to risks common to clinical-stage companies including, but not limited to, development of new drug candidates, dependence on key personnel, and the ability to obtain additional capital as needed to fund our future plans.

Although we have one approved product at this time, we remain subject to risks common to clinical-stage companies including, but not limited to, development of new drug candidates, dependence on key personnel, and the ability to obtain additional capital as needed to fund our future plans.

Our liquidity will be impaired if sufficient additional capital is not available on terms acceptable to us, if at all.

Until we achieve profitable operations, we intend to continue to fund operations through payments from strategic collaborations, additional sales of equity securities, grants and other financings.

We have never generated revenues from commercial sales of our drugs.

The earliest we might reasonably expect to commence commercial sales and record revenues is in 2025 following the acceptance for filing of our NDA for aficamten for the treatment of oHCM by FDA in September of 2024.

Therefore, our success is dependent on our ability to obtain additional capital by entering into new strategic collaborations and/or through financings, and ultimately on our and our collaborators’ ability to successfully develop and market one or more of our drug candidates.

We cannot be certain that sufficient funds will be available from such collaborators or financings when needed or on satisfactory terms.

Additionally, there can be no assurance that any of our drug candidates will be accepted in the marketplace or that any future products can be developed or manufactured at an acceptable cost.

With the recent FDA approval of MYQORZO in December 2025, we have only recently started generating revenues from the commercial sale of our drugs.

Therefore, our success is dependent on our ability to generate substantial revenues from MYQORZO or potentially obtain additional capital by entering into new strategic collaborations and/or through financings, and ultimately on our and our collaborators’ ability to successfully develop and market one or more of our drug candidates.

We cannot be certain that sufficient funds will be available from such collaborators or financings when needed or on satisfactory terms, including as a result of economic conditions, general global economic uncertainty, political change, war, the effects of inflationary pressures, including those resulting from tariffs and escalating trade tensions, and other factors including past and potential future bank failures in the United States.

Additionally, there can be no assurance that MYQORZO or any of our drug candidates will be accepted in the marketplace or that any future products can be developed or manufactured at an acceptable cost.

These factors could have a material adverse effect on our future financial results, financial position and cash flows.

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If, at any time, our prospects for internally financing programs and activities decline, we may decide to reduce expenses across the business.

Alternatively, we might raise funds through strategic relationships, public or private financings or other arrangements.

Alternatively, we may raise funds through strategic relationships, public or private financings or other arrangements.

There can be no assurance that funding, if needed, will be available on attractive terms, or at all, or in accordance with our planned timelines.

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Our revenues since inception were primarily from our strategic alliances.

We have not generated any revenue from commercial product sales to date.

The earliest we might reasonably expect to commence commercial sales and obtain revenues is in 2025 following the acceptance for filing of our NDA for aficamten for the treatment of oHCM by FDA in September 2024.

We did not generate any revenue from commercial product sales prior to the year ended December 31, 2025.

With the approval of MYQORZO for adults with symptomatic oHCM by the FDA in December 2025, we expect to start generating product revenue in the first quarter of 2026, and we expect commercial product revenues to increase over time as MYQORZO is accepted by physicians and patients.

Revenues in 2025, 2024, and 2023 were as follows (in millions):

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Collaboration revenues

Realization of revenue participation right purchase agreement

Total revenues

License and milestone revenues for 2025 were from Bayer and Sanofi.

Under the Bayer licensing agreement, we recognized $52.4 million related to the successful completion of the technology transfer and $11.8 million related to certain clinical milestones in 2025.

Under the Sanofi License Agreement, we recognized $15.0 million in December 2025 as a result of milestones triggered by approvals of MYQORZO in the United States and China.

Collaboration revenues in 2025 were primarily from Bayer under the Bayer License Agreement related to certain research and development cost reimbursements.

As of December 31, 2025, the receivables balance is primarily comprised of $2.6 million related to Bayer and $15.1 million related to Sanofi.

Under the terms of the Bayer License Agreement, we received an up-front payment of €50.0 million which was initially deferred at December 31, 2024 and was recognized in 2025 upon completion of certain technology transfer performance obligations, as discussed above.

License and milestone revenues recognized in 2024 were attributable to a $15.0 million non-refundable upfront payment from Corxel in the fourth quarter of 2024 in connection with a modification of the original license prior to the assignment of Corxel’s rights under our license and collaboration agreement for the development and commercialization of aficamten in China and Taiwan to Sanofi.

The $15.0 million is reflected as a receivable at December 31, 2024.

License and milestone revenues for 2023 consisted of a milestone recognized from Corxel for the initiation of our Phase 3 clinical trial of aficamten in nHCM.

Collaboration revenues in 2024 were primarily from Corxel under our collaboration and license agreement with Corxel (now assigned to Genzyme Corporation, an affiliate of Sanofi).

The $15.0 million was reflected as a receivable at December 31, 2024.

Collaboration revenues in 2024 were primarily from Corxel under our collaboration and license agreement with Corxel.

As of December 31, 2024 receivables of $1.5 million were recorded related to Corxel.

In 2023, Collaboration revenues were primarily from Astellas for reimbursements under the Astellas FSRA Agreement.

Under the Astellas FSRA Agreement, Astellas agreed to pay one-third of the out-of-pocket clinical development costs which was incurred in connection with the Company’s Phase 3 clinical trial of reldesemtiv in ALS, up to a maximum contribution by Astellas of $12 million.

On March 31, 2023, we announced that we would be discontinuing COURAGE-ALS, our Phase 3 clinical trial of reldesemtiv in patients with ALS, and COURAGE-ALS OLE.

As of December 31, 2023 we billed and collected the maximum contribution of $12.0 million from Astellas, and no further revenue is expected under this arrangement.

We expect to fulfill and satisfy the associated performance obligation in the first half of 2025.

Research and Development Expenses

We incur research and development expenses associated with both partnered and our own research activities, which we finance from our own cash-on-hand, financing arrangements with third parties, and reimbursement from our collaboration partners.

Research and development expenses related to any development activities we elect to fund consist primarily of employee compensation, supplies and materials, costs for consultants and contract research and manufacturing, facilities costs and depreciation of equipment.

Research and development expenses for 2025, 2024, and 2023 were as follows (in millions):

Years Ended December 31,

External costs:

(In millions)

Omecamtiv Mecarbil

Other programs

Total external costs

Internal costs:

Employee related

Facilities, lab supplies and other

Total internal costs

Total research and development expenses

Research and development expenses increased to $339.4 million in 2024 from $330.1 million in 2023, primarily due to advancing our clinical trials and higher personnel related costs.

We continue to develop aficamten to treat both oHCM and nHCM in three additional clinical trials, as follows:

(i) MAPLE-HCM is our Phase 3 clinical trial of aficamten as a monotherapy for patients with oHCM, (ii) ACACIA-HCM is a Phase 3 clinical trial for patients with symptomatic nHCM, and (iii) CEDAR-HCM, our placebo-controlled and open-label extension clinical trial to evaluate the efficacy, pharmacokinetics (PK) and safety of aficamten in a pediatric population with symptomatic oHCM.

Additionally, we have FOREST-HCM which is an open label extension study designed to assess the long term safety and tolerability of aficamten in patients with symptomatic oHCM.

Research and development expenses increased to $416.0 million in 2025 from $339.4 million in 2024, primarily due to advancing our clinical trials, higher personnel related costs including stock based compensation and medical affairs related activities.

We continue to develop aficamten to treat both oHCM and nHCM in two additional clinical trials:

(i) ACACIA-HCM is a Phase 3 clinical trial for patients with symptomatic nHCM, and (ii) CEDAR-HCM, our placebo-controlled and open-label extension clinical trial to evaluate the efficacy, pharmacokinetics (PK) and safety of aficamten in a pediatric population with symptomatic oHCM.

Additionally, we have FOREST-HCM which is an open label extension study designed to assess the long-term safety and tolerability of aficamten in patients with HCM.

We continue to develop omecamtiv mecarbil in COMET-HF, a Phase 3 clinical trial of omecamtiv mecarbil in patients with symptomatic HFrEF with severely reduced ejection fraction.

The intention of the $100 million RP OM Loan Agreement was to partially cover the costs of the COMET-HF clinical trial.

We recently announced our commencement of AMBER-HFpEF, a Phase 2 clinical trial of CK-586 in patients with symptomatic HFpEF, in which patient enrollment commenced in the first quarter of 2025.

The $50 million in proceeds from the RP CK-586 RPA are intended to offset expenses related to the conduct of AMBER-HFpEF.

If the results of AMBER-HFpEF are supportive of continuing the development of CK-586 and commencing a Phase 3 clinical trial, we expect to Royalty Pharma to cover potentially 50% of the continued development of CK-586 up to $150 million, subject to Royalty Pharma’s opt-in right to acquire an additional 3.5% revenue interest in our or our licensee’s future worldwide net sales of CK-586.

Finally, we also recently announced commencement of our Phase 1 single and multiple ascending dose clinical study of CK-089, a fast skeletal muscle troponin activator with the potential therapeutic application to a specific type of muscular dystrophy and other conditions of impaired muscle function.

We expect that research and development expenses will increase in 2025 relative to 2024 due to ongoing clinical trials of aficamten, COMET in HFrEF, AMBER HFpEF, manufacturing of drug product and raw materials for aficamten to enable a potential commercial launch and employee related costs.

The intention of the $100 million RP OM Loan Agreement was to partially cover the costs of COMET-HF.

We continue to develop ulacamten in AMBER-HFpEF, a Phase 2 clinical trial of ulacamten in patients with symptomatic HFpEF, in which patient enrollment commenced in the first quarter of 2025.

The $50 million in proceeds from the RP Ulacamten RPA are intended to offset expenses related to the conduct of AMBER-HFpEF.

If the results of AMBER-HFpEF are supportive of continuing the development of ulacamten and commencing a Phase 3 clinical trial, Royalty Pharma has the option to cover potentially 50% of the continued development of ulacamten up to $150 million, subject to Royalty Pharma’s opt-in right to acquire an additional 3.5% revenue interest in our or our licensee’s future worldwide net sales of drug products containing ulacamten.

In the fourth quarter of 2024, we announced that the first participants have been dosed in a Phase 1 randomized, double-blind, placebo-controlled, multi-part, single and multiple ascending dose clinical study of CK-089 in healthy human participants.

CK-089 is a fast skeletal muscle troponin activator with potential therapeutic application to a specific type of muscular dystrophy and other conditions of impaired muscle function.

The primary objective of this Phase 1 randomized, double-blind, placebo-controlled, multi-part single and multiple ascending dose clinical study is to evaluate the safety, tolerability and pharmacokinetics of CK-089 when administered orally as single or multiple doses to healthy participants.

The study design includes single ascending dose cohorts and multiple-dose ascending cohorts comprised of 10 participants each.

Our clinical development program for CK-089 is subject to a partial clinical hold from FDA that limits our ability to dose patients at doses anticipated to result in plasma exposures higher than certain levels, which may limit the ability of our Phase 1 trial to identify a therapeutic dose for CK-089.

We conducted a Phase 1 evaluation, and we are in ongoing discussions with regulatory authorities to inform next steps.

We expect that research and development expenses will be flat to declining in 2026 relative to 2025 due to the completion of MAPLE in 2025, the expected completion of ACACIA-HCM in the second half of 2026 partially offset by the continuation of COMET-HF,AMBER HFpEF and CEDAR-HCM.

General and Administrative Expenses

General and administrative expenses consist primarily of compensation for employees in executive and administrative functions, including, but not limited to, finance, human resources, legal, business and commercial development and strategic planning.

Other significant costs include facilities costs, consulting costs and professional fees for accounting and legal services, including legal services associated with obtaining and maintaining patents and regulatory compliance.

Other significant costs include commercial readiness costs, facilities costs, consulting costs and professional fees for accounting and legal services, including legal services associated with obtaining and maintaining patents and regulatory compliance.

General and administrative expenses by program for 2025, 2024, and 2023 were as follows (in millions):

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Total general and administrative expenses

General and administrative expenses increased to $215.3 million in 2024 from $173.6 million in 2023, primarily due to investments in commercial readiness and higher personnel related costs, including stock based compensation.

We expect that general and administrative expenses will increase in 2025.

We have submitted an NDA to FDA for aficamten for the treatment of oHCM.

Accordingly, we will be incurring additional expenses for commercial readiness activities, included, but not limited to, the hiring and training of a field sales force, the implementation of compliance systems, sales and marketing expenses.

we submitted an MAA to EMA for aficamten for the treatment of oHCM in the fourth quarter of 2024, and therefore, we will be incurring similar expenses for commercial readiness activities in Europe but with additional expenses for the establishment of a corporate infrastructure to enable commercialization activities in key European markets.

General and administrative expenses increased to $284.3 million in 2025 from $215.3 million in 2024, primarily due to investments toward commercial readiness including the hiring of our U.S.

sales force primarily in the fourth quarter of 2025 and higher non-sales personnel related costs.

We expect sales, general and administrative expenses to increase significantly in 2026.

With the approval of MYQORZO in the United States, we expect to incur additional expenses for commercial activities, included, but not limited to, the full year impact of the U.S.

sales force, training and education, the implementation of compliance systems, patient support programs, sales and marketing expenses.

In addition, the Committee for Medicinal Products for Human Use of the European Medicines Agency adopted a positive opinion recommending marketing authorization in the European Union for MYQORZO for the treatment of adults with symptomatic oHCM, (New York Heart Association class II-III), and therefore, we expect to incur similar expenses for commercial readiness activities in Europe but with additional expenses for the establishment of a corporate infrastructure to enable commercialization activities in key European markets, beginning in Germany with other major European markets to follow.

Interest Expense

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Total interest expense

The components of interest expense were fairly consistent period over period in 2024 and 2023.

The most significant change was related to Term loan interest expense increasing due to drawing on Tranche 6 of the RP Multi Tranche Loan Agreement Amendment in the second quarter of 2024.

Interest expense in 2024 also included approximately $4.8 million of financing fees related to the 2024 RPI Transactions.

We expect our interest expenses in 2025 to increase under the RP Multi Tranche Loan Agreement as we draw upon additional loans available to us thereunder.

Term loan interest increased year over year due to drawing on Tranche 4 and Tranche 5 in 2025 and incurring a full year of interest on Tranche 6 of the RP Multi Tranche Loan.

In September 2025, we issued the 2031 Notes and used the net proceeds and common stock to partially repurchase the 2027 Notes reducing 2027 Notes interest expense and incurring 2031 Notes interest expense.

Interest expense in 2024 includes approximately $4.8 million of financing fees related to the 2024 RPI Transactions.

Interest expense in 2026 is expected to increase further because of the $100 million drawn in October 2025 for Tranche 5 which will be outstanding for the entirety of 2026.

Interest expense may increase further if we draw on Tranche 7.

Debt conversion expense

As a result of the partial repurchase of the 2027 Notes in the third quarter of 2025, we recorded $121.2 million in debt conversion expense, consisting of the difference between the consideration paid to the holders pursuant to the exchange agreements and the if-converted value of the 2027 Notes under the original terms.

Non-cash interest expense on liabilities related to revenue participation right purchase agreements

Non-cash interest expense results from the accretion of our liabilities to RPFT and RP ICAV related to the sale of future royalties under the RP OM RPA and the RP Aficamten RPA, respectively.

Non-cash interest expense on liability related to the RP OM RPA and the RP Aficamten RPA in 2025, 2024, and 2023 were as follows (in millions):

Years Ended December 31,

(In millions)

RP OM Liability

RP Aficamten Liability

Total non-cash interest expense recognized

The carrying amount of the RP Aficamten Liability is based on our estimate of the future royalties to be paid pursuant to RP Aficamten RPA over the life of the arrangement as discounted using an imputed rate of interest.

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The imputed rate of interest on the carrying value of the RP Aficamten Liability was approximately 22.6% as of December 31, 2025 and 23.5% as of December 31, 2024.

The decline in the imputed rate of interest is due to a continued refinement of our assumptions including market and patient dynamics.

The carrying amount of the RP OM Liability is based on our estimate of the future royalties to be paid pursuant to RP OM RPA over the life of the arrangement as discounted using an imputed rate of interest.

The excess of future estimated royalty payments over the $92.3 million of allocated proceeds, less issuance costs, is recognized as non-cash interest expense using the effective interest method.

The imputed rate of interest on the carrying value of the RP OM Liability was approximately 0.1% as of December 31, 2024 and 0.1% as of December 31, 2023.

The imputed rate of interest on the carrying value of the RP OM Liability is reassessed periodically and is not reduced below 0%.

The imputed rate of interest on the carrying value of the RP OM Liability was 0.0% as of December 31, 2025 and approximately 0.1% as of December 31, 2024.

We review our assumptions on a regular basis and our estimates may change in the future as we refine and reassess our assumptions.

Non-cash interest expense on the liabilities related to the RP OM RPA and the RP Aficamten RPA for 2024, 2023, and 2022 was as follows (in millions):

Years Ended December 31,

(In millions)

RP OM Liability

RP Aficamten Liability

Total non-cash interest expense recognized

Interest and Other Income, net

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Change in fair value liabilities related to RPI transactions and derivative liabilities reflected on the Consolidated Statement of Operations.

The change in fair value liabilities related to the RPI transactions (RP OM Loan Agreement and CK-586 RPA) and the derivative liabilities for the RP Multi Tranche Loan Agreement for 2024 were as follows (in millions):

The change in fair value liabilities related to the RPI transactions (RP OM Loan Agreement and RP Ulacamten RPA) and the derivative liabilities for the RP Multi Tranche Loan Agreement for the 2025 were as follows (in millions):

Year Ended December 31

(In millions)

RP Ulacamten RPA

RP Multi Tranche Loan Agreement Derivatives

Total change in fair value liabilities

The fair values of the liabilities related to RPI transactions (RP OM Loan Agreement and CK-586 RPA) are based on significant unobservable inputs, including the probability of clinical success and regulatory approval based on historical industry success rates for product development specific to cardiovascular products, the estimated date of a product launch, estimates of pricing, sales ramp, variables for the timing of the related events, probability of change of control, and discount rates (which range from 10% to 18% as of December 31, 2024), which are deemed to be Level 3 inputs in the fair value hierarchy.

As products containing omecamtiv mecarbil and CK-586 have not yet been commercialized, the estimates are highly subjective.

For example, assumed increases in the probability of the clinical success for the omecamtiv mecarbil or CK-586 programs could increase the value of the liabilities.

The fair values of the liabilities related to RPI transactions (RP OM Loan Agreement and RP Ulacamten RPA) are based on significant unobservable inputs, including the probability of clinical success and regulatory approval based on historical industry success rates for product development specific to cardiovascular products, the estimated date of a product launch, estimates of pricing, sales ramp, variables for the timing of the related events, probability of change of control, and discount rates (which range from 10% to 18% as of December 31, 2025), which are deemed to be Level 3 inputs in the fair value hierarchy.

As products containing omecamtiv mecarbil and ulacamten have not yet been commercialized, the estimates are highly subjective.

For example, assumed increases in the probability of the clinical success for the programs for omecamtiv mecarbil or ulacamten could increase the value of the liabilities.

Similarly, assumed decreases in the discount rates used in the fair value measurements could also increase the value of the liabilities at period end.

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The fair values are based on significant unobservable inputs, including the probability of change of control, the probability of default (less than 10%), discount rates (ranging from 10% to 15% as of December 31, 2025) and other factors.

The total change in the estimated fair value liabilities for 2024, was primarily due to a decrease in the discount rates used in the measurement of the 2024 RP OM Loan Agreement and the RP CK-586 RPA as of December 31, 2024, compared to June 30, 2024.

This decrease resulted in an increase in the estimated fair value of the liabilities and the recognition of a loss on the change in fair value of liabilities related to RPI transactions of approximately $19.6 million for 2024.

The total change in the estimated fair value liabilities for 2025, was primarily driven by changes in the discount rates used in the valuation of the 2024 RP OM Loan and the derivatives associated with the RP Multi Tranche Loan Agreement.

Critical Accounting Policies and Significant Estimates

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While our significant accounting policies are described in more detail in the notes to our financial statements included in this Annual Report on Form 10-K, we believe the following accounting policies to be critical to the judgments and estimates used in the preparation of our financial statements

Fair Value of 2024 RPI transactions

In May 2024, the Company entered into 2024 RPI transactions including the 2024 RP OM Loan Agreement, the RP CK-586 RPA, the RP Stock Purchase Agreement, the 2022 RP Multi Tranche Loan Agreement Amendment and the RP Aficamten RPA Amendment.

As permitted under Accounting Standards Codification 825, Financial Instruments, or ASC 825, the Company elected the fair value option for recognition of the liabilities related to 2024 RP OM Loan Agreement and the RP CK-586 RPA.

In accordance with ASC 825, the Company records the liabilities at fair value and remeasures the liabilities at fair value each reporting period with changes in fair value associated with non-credit components are recognized in Other income (expense), net, while the change in fair value associated with credit components is recognized in accumulated other comprehensive loss.

Fair Value Liabilities

In accordance with ASC 825, the Company records the liabilities at fair value and remeasures the liabilities at fair value each reporting period with changes in fair value associated with non-credit components are recognized in the consolidated statement of operations and comprehensive loss while the change in fair value associated with credit components is recognized in accumulated other comprehensive loss.

The fair value of the liabilities is based on significant unobservable inputs, including the probability of clinical success, the probability of regulatory approval, the estimated date of a product launch, estimates of pricing, sales ramp, variables for the timing of the related events, probability of change of control, discount rates and other estimates, which are deemed to be Level 3 inputs in the fair value hierarchy.

As products containing omecamtiv mecarbil and CK-586 have not yet been commercialized, the estimates are highly subjective.

As of December 31, 2024, the discount rates that we used in the measurement of the 2024 RP OM Loan Agreement and the RP CK-586 RPA decreased compared to June 30, 2024, which resulted in an increase in the estimated fair value of the liabilities and the recognition of a loss on the change in the fair value of liabilities related to RPI transactions in our consolidated statement of operations of approximately $19.6 million in 2024.

See Note 3 — Agreements with Royalty Pharma for further detail.

As products containing omecamtiv mecarbil and ulacamten have not yet been commercialized, the estimates are highly subjective.

We recognized a loss on the change in the estimated fair value of liabilities of approximately $0.2 million in 2025, primarily due to changes in the discount rates used to measure the 2024 RP OM Loan Agreement and the RP Ulacamten RPA.

See Note 3 — "Agreements with Royalty Pharma," to our Consolidated Financial Statements for further detail.

Derivative Liabilities

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Since derivative instruments are initially and subsequently carried at fair value, the Company’s income will reflect the volatility in these estimate and assumption changes.

We recognized a gain on the change in the estimated fair value of the derivative liabilities of approximately $4.2 million in 2025,

Revenue Participation Right Purchase Agreements

We have entered into certain revenue participation right purchase agreements for omecamtiv mecarbil, aficamten, and CK-586 with affiliates of Royalty Pharma, pursuant to which such affiliates purchased rights to royalties from certain revenue streams.

We have entered into certain revenue participation right purchase agreements for omecamtiv mecarbil, aficamten, and ulacamten with affiliates of Royalty Pharma, pursuant to which such affiliates purchased rights to royalties from certain revenue streams.

We typically account for such agreements as liabilities to be amortized under the effective interest rate method over the life of the related royalty stream, when we have continuing involvement with the underlying research and development activities.

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the probability of clinical success, the probability of regulatory approval, the estimated date of a product launch, estimates of eligible patient populations, estimates of prescribing behavior and patient behavior, estimates of pricing, payor reimbursement and coverage, and sales ramp.

As products containing aficamten, omecamtiv mecarbil and CK-586 have not yet been commercialized, the estimates are highly subjective.

As MYQORZO sales have not commenced and products containing omecamtiv mecarbil and ulacamten have not yet been approved as of December 31, 2025, the estimates are highly subjective.

The carrying amount of the liabilities are based on our estimate of the future royalties to be paid over the life of the arrangements as discounted using an imputed rate of interest.

The imputed rate of interest on the RP Aficamten Liability was approximately 22.6% as of December 31, 2025 and 23.5% as of December 31, 2024.

The imputed rate of interest on the RP OM Liability was approximately 0.1% as of December 31, 2024 and 0.1% as of December 31, 2023.

The imputed rate of interest on the RP OM Liability is reassessed periodically, and we have adopted an accounting policy to not reduce the effective borrowing rate below 0%.

The imputed rate of interest on the RP OM Liability was 0.0% as of December 31, 2025 and approximately 0.1% as of December 31, 2024.

We periodically assess the amount and timing of expected royalty payments and account for any changes in such estimates on a prospective basis.

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These risks primarily include risk related to interest rate sensitivities.

Interest Rate Risk

We are exposed to market risk related to changes in interest rates.

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In addition, we have elected the fair value option for certain liabilities.

The fair value of the liabilities related to 2024 RP OM Loan Agreement, the RP CK-586 RPA, and the derivatives of the RP Multi Tranche Loan Agreement will increase as market interest rates decrease.

The fair value of the liabilities related to 2024 RP OM Loan Agreement, the RP Ulacamten RPA, and the derivatives of the RP Multi Tranche Loan Agreement will increase as market interest rates decrease.

In addition, the fair value of the liabilities may fluctuate based upon changes in the Company’s credit rating.

Changes in the interest rate environment and the credit rating of the Company could have an effect on our future earnings.

For example, a hypothetical 1% decrease in the discount rates used to measure the 2024 RP OM Loan Agreement, the RP CK-586 RPA, and the derivatives of the RP Multi Tranche Loan Agreement would result an increase in the fair value, and the recognition of a loss, of approximately $5.4 million as of December 31, 2024.

In 2024, we recognized a loss on the change in the estimated fair value of liabilities of approximately $19.6 million, primarily due to changes in the discount rates used to measure the 2024 RP OM Loan Agreement and the RP CK-586 RPA.

The discount rates ranged from 10% to 18% as of December 31, 2024, compared to 14% to 18% as of June 30, 2024, resulting in an increase in the estimated fair value of the liabilities.

We had $21.1 million under 2026 Notes with a fixed rate of 4.0% and $540.0 million under 2027 Notes with a fixed rate of 3.5% outstanding as of December 31, 2024.

For example, a hypothetical 1% decrease in the discount rates used to measure the 2024 RP OM Loan Agreement, the RP Ulacamten RPA, and the derivatives of the RP Multi Tranche Loan Agreement would result in an increase in the fair value, and the recognition of a loss, of approximately $4.3 million as of December 31, 2025.

In 2025 and 2024, we recognized a loss on the change in the estimated fair value of liabilities of approximately $0.2 million and $19.6 million, respectively, primarily due to changes in the discount rates used to measure the 2024 RP OM Loan Agreement and the RP Ulacamten RPA.

The discount rates ranged from 10% to 18% as of December 31, 2025 and 10% to 18% as of December 31, 2024.

We had $21.1 million under 2026 Notes with a fixed rate of 4.0%, $140.5 million under 2027 Notes with a fixed rate of 3.5% and $750.0 million under 2031 Notes with a fixed rate of 1.8% outstanding as of December 31, 2025.

The convertible notes issued at fixed interest rates are exposed to fluctuations in fair value resulting from changes in market price and interest rates.

We do not record our convertible debt at fair value but present the fair value for disclosure purposes (see Note 7 to our Consolidated Financial Statements).

As of December 31, 2024, the fair value of the 2026 Notes and 2027 Notes was estimated at $95.1 million and $651.7 million using quoted market prices.

We do not record our convertible debt at fair value but present the fair value for disclosure purposes (See Note 7, "Debt," to our Consolidated Financial Statements for further information).

As of December 31, 2025, the fair value of the 2026 Notes, 2027 Notes and 2031 Notes was estimated at $127.8 million, $200.0 million and $919.7 million using quoted market prices.

FINANCIAL STATEMEN TS AND SUPPLEMENTARY DATA

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Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Cytokinetics, Incorporated (the Company) as of December 31, 2024 and 2023, the related consolidated statements of operations and comprehensive loss, stockholders’ deficit, and cash flows for each of the three years in the period ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”).

We have audited the accompanying consolidated balance sheets of Cytokinetics, Incorporated (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of operations and comprehensive loss, stockholders’ deficit equity, and cash flows for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with U.S.

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(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audits matter below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Measurement of Revenue Participation Right Purchase Agreements

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The Company recognized non-cash interest expense on the liabilities related to revenue participation right purchase agreements of $(58.3) million for the year ended December 31, 2025.

As described in Note 3 to the consolidated financial statements, the Company has entered into agreements, pursuant to which counterparties purchased rights to receive royalty streams from the net sales of pharmaceutical products containing Aficamten and Omecamtiv Mecarbil.

The cash received by the Company from these royalty purchase agreements was initially recognized as a liability related to revenue participation right purchase agreements.

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the probability of clinical success, the probability of regulatory approval, the estimated date of a product launch, estimates of eligible patient populations, estimates of prescribing behavior and patient behavior, estimates of pricing and payor reimbursement and coverage, and sales ramp.

As products containing Aficamten and Omecamtiv Mecarbil have not yet been commercialized, the estimates are highly subjective.

As MYQORZO sales have not commenced and products containing Omecamtiv Mecarbil have not yet been approved as of December 31, 2025, the estimates are highly subjective.

Addressed the Matter in Our

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Description of

In May 2024, the Company entered into the 2024 RPI transactions including the 2024 RP OM Loan Agreement, the RP CK-586 RPA, and the 2022 RP Multi Tranche Loan Agreement Amendment.

The Company elected the fair value option for recognition of the liabilities related to 2024 RP OM Loan Agreement and the RP CK-586 RPA and remeasures the liabilities at fair value each reporting period.

In May 2025, the Company entered into the 2025 RPI transactions including the 2025 RP OM Loan Agreement, the RP Ulacamten RPA, and the 2022 RP Multi Tranche Loan Agreement Amendment.

The Company elected the fair value option for recognition of the liabilities related to 2025 RP OM Loan Agreement and the RP Ulacamten RPA and remeasures the liabilities at fair value each reporting period.

In addition, the RP Multi Tranche Loan Agreement has embedded derivatives which are remeasured to fair value each reporting period.

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For the year ended December 31, 2025, the Company recognized a change in fair value of liabilities related to RPI Transactions of $(0.2) million and a change in fair value of derivative liabilities of $4.2 million.

As described in Note 3 to the consolidated financial statements, the fair values of the liabilities for the RP OM Loan Agreement and CK-586 RPA are based on significant unobservable inputs, including the probability of clinical success and regulatory approval based on historical industry success rates for product development specific to cardiovascular products, the estimated date of a product launch, estimates of pricing, sales ramp, variables for the timing of the related events, probability of change of control, and discount rates.

As described in Note 3 to the consolidated financial statements, the fair values of the liabilities for the RP OM Loan Agreement and Ulacamten RPA are based on significant unobservable inputs, including the probability of clinical success and regulatory approval based on historical industry success rates for product development specific to cardiovascular products, the estimated date of a product launch, estimates of pricing, sales ramp, variables for the timing of the related events, probability of change of control, and discount rates.

The fair values of the embedded derivatives are based on significant unobservable inputs, including the probability of change of control and the probability of default.

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Short-term operating lease liabilities

Current portion of long-term debt

Current portion of convertible and long-term debt

Derivative liabilities measured at fair value

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Liabilities related to RPI Transactions measured at fair value

Other non-current liabilities

Total liabilities

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Additional paid-in capital

Accumulated other comprehensive income (loss)

Accumulated other comprehensive income

Accumulated deficit

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Years Ended December 31,

License and milestone revenues

Collaboration revenues

Realization of revenue participation right purchase agreement

License and milestone revenues

Total revenues

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Interest expense

Loss on extinguishment of debt

Non-cash interest expense on liabilities related to revenue participation right purchase agreements

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Change in fair value of liabilities related to RPI Transactions

Debt conversion expense

Net loss per share — basic and diluted

Weighted-average number of shares used in computing net loss per share — basic and diluted

Other comprehensive gain (loss):

Unrealized gain (loss) on available-for-sale securities, net

Other comprehensive (loss) gain:

Unrealized (loss) gain on available-for-sale securities, net

Foreign currency translation adjustments

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Balance, December 31, 2022

ASU 2020-06 adoption

Exercise of stock options

Issuance of common stock under restricted stock units

Shares withheld related to net share settlement of equity awards

Issuance of common stock under

Employee Stock Purchase Plan

Induced conversion of convertible notes

Exercise of warrants, net

Settlement of capped call on 2026 Notes

Stock-based compensation

Other comprehensive loss

Balance, December 31, 2022

Exercise of stock options

Vesting of restricted stock units

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Stock-based compensation

Other comprehensive income

Unrealized gain on available-for-sale securities, net

Foreign currency translation adjustments

Balance, December 31, 2023

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Stock-based compensation

Other comprehensive income

Unrealized gain on available-for-sale securities, net

Foreign currency translation adjustments

Balance, December 31, 2024

Exercise of stock options

Vesting of restricted stock units

Shares withheld related to net share settlement of equity awards

Issuance of common stock under Employee Stock Purchase Plan

Induced conversion of convertible notes

Stock-based compensation

Unrealized loss on available-for-sale securities, net

Foreign currency translation adjustments

Balance, December 31, 2025

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

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Non-cash interest expense related to debt

Loss on extinguishment of debt

Loss on inducement of convertible debt

Debt conversion expense

Changes in operating assets and liabilities:

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Purchases of investments

Investment in non-marketable equity security

Maturities of investments

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Repayment of term loans

Debt extinguishment costs

Repayment of convertible debt

Proceeds from issuance of convertible debt, net

Proceeds from RPI Transactions

Proceeds from draw on RPI Multi Tranche Loan

Proceeds from issuance of common stock related to at-the-market offering, net of issuance costs

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Taxes paid related to net share settlement of equity awards

Cash settlement of capped call options associated with 2026 Notes

Net cash provided by financing activities

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Right-of-use assets recognized in exchange for operating lease obligations

Right-of-use assets recognized in exchange for finance lease obligations

Amounts unpaid for purchases of property and equipment

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Cytokinetics, Incorporated (the “Company”, “we” or “our”) was incorporated under the laws of the state of Delaware on August 5, 1997.

We are a late-stage biopharmaceutical company focused on the discovery and development of novel small molecule therapeutics that modulate muscle function for the potential treatment of serious diseases and medical conditions.

Our flagship commercial product is MYQORZO (aficamten), 5 mg, 10 mg, 15 mg, and 20 mg tablets for the treatment of adults with oHCM to improve functional capacity and symptoms, which the FDA approved in December 2025 and which first became available for prescription to patients on or around January 27, 2026

Our financial statements contemplate the conduct of our operations in the normal course of business.

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We had a net loss of $ 785.0 million and net cash used in operations of $ 510.0 million for the year ended December 31, 2025.

Cash, cash equivalents, and investments increased to $ 1,221.1 million as of December 31, 2024 from $ 655.4 million as of December 31, 2023.

Cash, cash equivalents, and investments was $ 1.2 billion as of December 31, 2025.

We anticipate that we will have operating losses and net cash outflows in future periods.

We are subject to risks common to late-stage biopharmaceutical companies including, but not limited to, development of new drug candidates, dependence on key personnel, and the ability to obtain additional capital as needed to fund our future plans.

We are subject to risks common to biopharmaceutical companies including, but not limited to, development of new drug candidates, dependence on key personnel, commercialization of our drugs and the ability to obtain additional capital as needed to fund our future plans.

Our liquidity will be impaired if sufficient additional capital is not available on terms acceptable to us.

Until we achieve profitable operations, we intend to continue to fund operations through payments from strategic collaborations, additional sales of equity securities, grants and debt financings.

We have never generated revenues from commercial sales of our drugs.

Our success is dependent on our ability to obtain additional capital by entering into financings or new strategic collaborations, and ultimately on our and our collaborators’ ability to successfully develop and market one or more of our drug candidates.

To date, we have funded operations primarily through sales of our common stock, contract payments under our collaboration agreements, sales of future revenues and royalties, debt financing arrangements, and interest income, but we will increasingly rely on revenues generated from the commercial sales of MYQORZO to fund our operations and cash expenditures.

We expect to commence commercial sales in the first quarter of 2026, but there can be no assurance as to the timing or level of revenues from such sales.

Until we achieve profitable operations, we intend to continue to fund operations through payments from strategic collaborations, additional sales of equity securities, grants and debt financings in addition to our commercial sales revenue.

We cannot be certain that sufficient funds will be available from financings or such collaborators when needed or on satisfactory terms.

Additionally, there can be no assurance that any of our drug candidates will be accepted in the marketplace or that any future products can be developed or manufactured at an acceptable cost.

These factors could have a material adverse effect on our future financial results, financial position and cash flows.

Based on the current status of our research and development activities, we believe that our existing cash, cash equivalents, and investments will be sufficient to fund cash requirements for at least the next 12 months after the issuance of these consolidated financial statements.

Based on the current status of our research and development and commercialization activities, we believe that our existing cash, cash equivalents and investments will be sufficient to fund cash requirements for at least the next 12 months after the issuance of these consolidated financial statements.

If, at any time, our prospects for financing our research and development programs decline, we may decide to reduce research and development expenses by delaying, discontinuing or reducing our funding of one or more of our research or development programs.

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We have one primary business activity and operate in one reportable segment.

Our chief operating decision maker (“CODM”) is our Chief Executive Officer ("CEO") who evaluates performance and makes operating decisions about allocating resources based on financial data presented on a consolidated basis.

The measures of profitability and the significant segment expenses reviewed by the CODM are consistent with these financial statements and footnotes.

CYTOKINETICS, INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The measures of profitability and the significant segment expenses reviewed by the CODM are consistent with these financial statements and footnotes.

Concentration of Credit Risk and Other Risks and Uncertainties

Financial instruments that potentially subject us to concentrations of risk consist principally of cash, cash equivalents, restricted cash, investments, and accounts receivable.

Financial instruments that potentially subject us to concentrations of risk consist principally of cash, cash equivalents, restricted cash, investments, and accounts receivable.i

Our cash, cash equivalents, restricted cash, and investments held with large financial institutions in the United States and deposits may exceed the Federal Deposit Insurance Corporation’s insurance limit.

Drug candidates we develop may require approvals or clearances from the FDA or other regulatory agencies prior to commercial sales.

There can be no assurance that our drug candidates will receive any of the required approvals or clearances.

If we were to be denied approval, or clearance or any such approval or clearance was to be delayed, it would have a material adverse impact on us.

Cash, Cash Equivalents, and Restricted Cash

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Total cash, cash equivalents, and restricted cash as reported within our consolidated statement of cash flows

As of December 31, 2024, our restricted cash balance of $ 0.4 million recorded in other assets is used to collateralize letters of credit.

As of December 31, 2025, our restricted cash balance of $ 3.1 million , recorded in other assets, is used to collateralize certain credit instruments.

Our investments consist of U.S.

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If the impairment is not a result of a credit loss, we recognize the loss in other comprehensive loss.

Investment in non-marketable equity security

In the first quarter of 2025, we made an equity investment of $ 5.0 million that does not have a readily determinable fair value.

We elected the measurement alternative under which we measure the investment at cost, less any impairment.

If we observe price changes in orderly transactions for identical or similar securities of the same issuer, we will remeasure the investment at fair value as of the date of the observable transaction.

As of December 31, 2025 , the investment has a carrying value of $ 5.0 million and is classified as “Other assets” on the condensed consolidated balance sheet.

Property and Equipment, net

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Amortization of leasehold improvements and finance lease right-of-use assets are computed using the straight-line method over the shorter of the remaining lease term or the estimated useful life of the related assets, typically ranging from three to twelve years .

CYTOKINETICS, INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Impairment of Long-lived Assets

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We would recognize an impairment loss when estimated undiscounted future cash flows expected to result from the use of the asset and its eventual disposition are less than its carrying amount.

CYTOKINETICS, INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

We determine if the arrangement contains a lease at inception based on whether the contract conveys the right to control the use of an identified asset.

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For example, a license to our intellectual property is determined to be distinct from other performance obligations if licensee is able to use and benefit from the license on its own.

CYTOKINETICS, INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

We enter into collaborative arrangements with partners that typically include payment to us for one of more of the following:

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The stand-alone selling price may include such items as, forecasted revenues, development timelines, reimbursement rates for personnel costs, discount rates and probabilities of technical and regulatory success, to determine the transaction price to allocate to each performance obligation.

CYTOKINETICS, INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

For performance obligations that consist of the delivery of an intellectual property license, the revenue is recognized at the point in time that the license is delivered.

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We are required to update our estimates, at each reporting period, related to the amount and timing of future royalty payments to be paid to the counterparties of the revenue participation right purchase agreements.

We have adopted an accounting policy to not reduce the effective borrowing rate below 0 %.

The estimates of the future royalty payment determine the measurement of the non-cash interest expense and the carrying value of the liability.

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the probability of clinical success, the probability of regulatory approval, the estimated date of a product launch, estimates of eligible patient populations, estimates of prescribing behavior and patient compliance behavior, estimates of pricing, payor reimbursement and coverage, and sales ramp.

As products containing aficamten and omecamtiv mecarbil have not yet been commercialized, the estimates are highly subjective.

In December 2025, the FDA approved MYQORZO, 5 mg, 10 mg, 15 mg, and 20 mg tablets for the treatment of adults with oHCM to improve functional capacity and symptoms.

As MYQORZO sales have not commenced and products containing omecamtiv mecarbil and ulacamten have not yet been approved as of December 31, 2025, the estimates are highly subjective.

CYTOKINETICS, INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Fair Value of 2024 RPI transactions

As permitted under Accounting Standards Codification 825 , Financial Instruments, or ASC 825, the Company elected the fair value option for recognition of the liabilities related to 2024 RP OM Loan Agreement and the RP CK-586 RPA.

In May 2024, the Company entered into 2024 RPI transactions including the 2024 RP OM Loan Agreement, the RP Ulacamten RPA, the RP Stock Purchase Agreement, the 2022 RP Multi Tranche Loan Agreement Amendment and the RP Aficamten RPA Amendment.

As permitted under Accounting Standards Codification 825 , Financial Instruments, or ASC 825, the Company elected the fair value option for recognition of the liabilities related to 2024 RP OM Loan Agreement and the RP Ulacamten RPA.

As products containing omecamtiv mecarbil and CK-586 have not yet been commercialized, the estimates are highly subjective.

As products containing omecamtiv mecarbil and ulacamten have not yet been commercialized, the estimates are highly subjective.

Derivative Liabilities

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Research and development costs are charged to operations as incurred.

Research and development expenses consist primarily of clinical trial costs, clinical manufacturing costs, preclinical study expenses, technical operations, consulting and other third-party costs, employee compensation, supplies and materials, allocation of overhead and occupancy costs, facilities costs and depreciation of equipment.

CYTOKINETICS, INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Research and development expenses consist primarily of clinical trial costs, clinical manufacturing costs, preclinical study expenses, technical operations, inventory manufactured before FDA approval, consulting and other third-party cos ts, employee compensation, supplies and materials, allocation of overhead and occupancy costs, facilities costs and depreciation of equipment.

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

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The value of the portion of the award that is ultimately expected to vest is recognized as expense ratably over the requisite service period.

CYTOKINETICS, INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Stock-based compensation expense related to performance-based stock units granted to employees is recognized based on the grant-date fair value of each award and recorded as expense over the vesting period using the ratable method when the underlying performance conditions are deemed probable.

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Shares issuable upon conversion of 2027 Notes

CYTOKINETICS, INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Shares issuable upon conversion of 2031 Notes

Note 3 — Agreements with Royalty Pharma

On January 7, 2022, we announced that we had entered into the 2022 RPI Transactions with affiliates of Royalty Pharma International plc.

On January 7, 2022, we entered into the 2022 RPI Transactions with affiliates of Royalty Pharma International plc.

Pursuant to the 2022 RPI Transactions, the RP Multi Tranche Loan Agreement and the RP Aficamten RPA described below, are determined to be debt instruments subsequently measured at amortized cost and were entered into with parties that were at the time of our entry into the 2022 RPI Transactions affiliated and in contemplation of one another.

We used the relative fair value method and made separate estimates of the fair value of each freestanding financial instrument and then allocated the proceeds in proportion to those fair value amounts.

Arrangement consideration for the RP Multi Tranche Loan Agreement and the RP Aficamten RPA totaled $ 150 million, consisting of the two $ 50 million up front payments for the signing of the RP Multi Tranche Loan Agreement and the RP Aficamten RPA and milestone of $ 50 million for initiation of the first pivotal trial in oHCM for aficamten that was deemed probable at the signing of the agreements.

On May 22, 2024, we announced that we had entered into the 2024 RPI Transactions with affiliates of Royalty Pharma International plc, which included an amendment the RP Aficamten RPA, a component of the 2022 RPI Transactions.

The 2024 RPI Transactions include the 2024 RP OM Loan Agreement, the RP CK-586 RPA, the RP Stock Purchase Agreement, the RP Multi Tranche Loan Agreement Amendment and the RP Aficamten RPA Amendment, as described below, are accounted for as a debt modification of the 2022 RPI Transactions.

The 2024 RPI Transactions consideration of $ 200.0 million was allocated as follows (in thousands):

Arrangement consideration for the RP Multi Tranche Loan Agreement and the RP Aficamten RPA totaled $ 150 million, consisting of the two $ 50 million up front payments for the signing of the RP Multi Tranche Loan Agreement and the RP Aficamten RPA and milestone of $ 50 million for the initiation of the first pivotal trial in oHCM for aficamten that was deemed probable at the signing of the agreements.

On May 22, 2024, we entered into the 2024 RPI Transactions with affiliates of Royalty Pharma International plc, which included an amendment to the RP Aficamten RPA, a component of the 2022 RPI Transactions.

The 2024 RPI Transactions include the 2024 RP OM Loan Agreement, the RP Ulacamten RPA, the RP Stock Purchase Agreement, the RP Multi Tranche Loan Agreement Amendment and the RP Aficamten RPA Amendment, as described below, are accounted for as a debt modification of the 2022 RPI Transactions.

CYTOKINETICS, INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Under the 2024 RPI Transactions, the consideration of $ 200.0 million received was allocated as follows (in thousands):

Units of Accounting:

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Tranche 4 of RP Multi Tranche Loan Agreement - Embedded Derivatives

RP CK-586 RPA

RP Ulacamten RPA

RP OM Loan Agreement

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Liabilities Related to RPI Transactions Measured at Fair Value

As permitted under ASC 825, we elected the fair value option for recognizing the liabilities related to the 2024 RP OM Loan Agreement and the RP CK-586 RPA.

As permitted under ASC 825, we elected the fair value option for recognizing the liabilities related to the 2024 RP OM Loan Agreement and the RP Ulacamten RPA.

The fair value option was elected because these liabilities included embedded derivatives which would have otherwise required separate recognition and measurement.

The Company elected the fair value option as it is believed to more practical for each liability as a single unit of account at fair value.

The Company elected the fair value option as it is believed to be more practical for each liability as a single unit of account at fair value.

Under the fair value option, debt issuance costs are expensed as incurred and the Company is required to record the fair value option elected arrangements at their fair value on the date of issuance and at each balance sheet thereafter.

Changes in the estimated fair value of the arrangements are recognized as changes in fair value of liabilities related to RPI Transactions in the consolidated statement of operations and comprehensive loss.

CYTOKINETICS, INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The RP OM Loan Agreement provides for a loan in a principal amount of $ 100.0 million that was drawn at the closing.

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provided that, in scenario 1, we would be required to continue to pay the Royalty Payment after such prepayment.

CYTOKINETICS, INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

In addition, upon the occurrence of a change of control of the Company, the loan is repayable in full at the option of either the Company or the lender in an amount equal to (x) depending on when such change of control occurs, 150.0 % to 237.5 % of the principal amount of the loan minus (y) the then paid Scheduled Payment Amount.

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Upon execution of the RP OM Loan Agreement in the second quarter of 2024, we recorded liabilities of $ 104.7 million using the probability-weighted expected return method and the fair value inputs are classified as Level 3 in the fair value hierarchy.

CYTOKINETICS, INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following table demonstrates the future minimum payments for our RP OM Loan under Scenario 3, based on 227.5 % of the principal amount with repayment expected to start in 2028 as defined above, as of December 31, 2025 (in thousands):

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Future minimum payments

As defined above, the minimum repayment schedule under Scenario 1 would be a total of 124.0 % of the principal amount and the royalty payment with quarterly payments starting in 2028.

The minimum repayment schedule under Scenario 2 would be 237.5 % of the principal amount with quarterly payments starting in 2030.

The minimum repayment schedule under Scenario 1 would be a total of 124.0 % of the principal amount and the royalty payment with quarterly payments starting in 2028.

In addition, under Scenario 1 we would be obligated to make the royalty payment each quarter, and such amounts are not determinable at this time.

The repayment schedule under Scenario 2 would be 237.5 % of the principal amount with quarterly payments starting in 2030.

Pursuant to the RP CK-586 RPA, RPI ICAV purchased rights to certain revenue streams from worldwide net sales of CK-586 by us, our affiliates or licensees, in exchange for up to $ 200 million in consideration, $ 50 million of which was paid up-front and, following the initiation of the first Phase 3 clinical trial (or the Phase 3 portion of the first Phase 2b/3 clinical trial) in heart failure with preserved ejection fraction in humans for CK-586, at RPI ICAV’s sole option and discretion, up to in aggregate $ 150 million in quarterly payments to fund 50.0 % of the research and development cost for a potential Phase 3 clinical trial of CK-586.

Pursuant to the RP CK-586 RPA, RPI ICAV purchased the right to receive a percentage of net sales ranging from 1.0 % to up to 4.5 % for annual worldwide net sales of CK-586 (depending on the aggregate amounts funded by RPI ICAV), subject to reduction in certain circumstances, and will receive a 0.75x milestone payment upon market approval of CK-586 by the FDA, or if market approval of CK-586 by the European Medicines Agency is obtained prior to market approval by the FDA, 0.375x milestone payment for such obtained approval and 0.375x milestone payment upon subsequent market approval by the FDA.

Upon execution of the RP CK-586 RPA in the second quarter of 2024, we recorded a liability of $ 12.7 million using a combination of the discounted cash flow method and the probability-weighted expected return method.

RP Ulacamten RPA

Pursuant to the RP Ulacamten RPA, RPI ICAV purchased the right to receive 1 % of annual net sales of ulacamten by us, our affiliates or licensees, in exchange for $ 50 million which was paid up-front.

Following the initiation of the first Phase 3 clinical trial (or the Phase 3 portion of the first Phase 2b/3 clinical trial) in heart failure with preserved ejection fraction in humans for ulacamten, at RPI ICAV’s sole option and discretion, it may invest up to in aggregate $ 150 million in quarterly payments to fund 50.0 % of the research and development cost for a potential Phase 3 clinical trial of ulacamten in exchange for an incremental 3.5 % for annual net sales of ulacamten (depending on the aggregate amounts funded by RPI ICAV), subject to reduction in certain circumstances.

RPI ICAV will also be entitled to a milestone payment equal to 75 % of its aggregate investment in ulacamten upon market approval by the FDA, or if market approval of ulacamten by the European Medicines Agency is obtained prior to market approval by the FDA, a 37.5 % milestone payment of its aggregate investment in ulacamten for such obtained approval and an additional 37.5 % milestone payment for its aggregate investment in ulacamten upon subsequent market approval by the FDA.

Upon execution of the RP Ulacamten RPA in the second quarter of 2024, we recorded a liability of $ 12.7 million using a combination of the discounted cash flow method and the probability-weighted expected return method.

The fair value inputs are classified as Level 3 in the fair value hierarchy.

We account for the RP CK-586 RPA as a liability because, among other reasons, we have significant continuing involvement in generating the related revenue stream from which the liability will be repaid.

We account for the RP Ulacamten RPA as a liability because, among other reasons, we have significant continuing involvement in generating the related revenue stream from which the liability will be repaid.

CYTOKINETICS, INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Accounting for RPI Transactions Measured at Fair Value

The fair values of the liabilities for the RP OM Loan Agreement and CK-586 RPA are based on significant unobservable inputs, including the probability of clinical success and regulatory approval based on historical industry success rates for product development specific to cardiovascular products, the estimated date of a product launch, estimates of pricing, sales ramp, variables for the timing of the related events, probability of change of control, and discount rates (which range from 10 % to 18 % as of December 31, 2024), which are deemed to be Level 3 inputs in the fair value hierarchy.

As products containing omecamtiv mecarbil and CK-586 have not yet been commercialized, the estimates are highly subjective.

For example, assumed increases in the probability of the clinical success for the omecamtiv mecarbil or CK-586 programs could increase the value of the liabilities.

The fair values of the liabilities for the RP OM Loan Agreement and RP Ulacamten RPA are based on significant unobservable inputs, including the probability of clinical success and regulatory approval based on historical industry success rates for product development specific to cardiovascular products, the estimated date of a product launch, estimates of pricing, sales ramp, variables for the timing of the related events, probability of change of control, and discount rates (which range from 10 % to 18 % as of December 31, 2025 and 2024), which are deemed to be Level 3 inputs in the fair value hierarchy.

As products containing omecamtiv mecarbil and ulacamten have not yet been commercialized, the estimates are highly subjective.

For example, assumed increases in the probability of the clinical success for the omecamtiv mecarbil or ulacamten programs could increase the value of the liabilities.

Similarly, assumed decreases in the discount rates used in the fair value measurements could also increase the value of the liabilities at period end.

In 2024, the Company recorded a loss of $ 19.6 million associated with the change in fair value of the liabilities related to 2024 RP OM Loan Agreement and the CK-586 RPA.

The Company recorded a loss of $ 0.2 million in 2025 and a loss of $ 19.6 million for 2024 , associated with the change in fair value of the liabilities related to 2024 RP OM Loan Agreement and the RP Ulacamten RPA.

The change in the fair value has been recognized in the consolidated statement of operations and comprehensive loss.

CYTOKINETICS, INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following table summarizes the changes of the fair value of the CK-586 RPA and RP OM Loan (in thousands):

Beginning balance, May 22

The following tables summarize the changes of the fair value of t he RP Ulacamten RPA and RP OM Loan (in thousands):

RP Ulacamten RPA

Beginning balance, January 1

Initial recognition

Change in fair value

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The imputed rate of interest on the carrying value of the RP Aficamten Liability was approximately 22.6 % and 23.5 % as of December 31, 2025 and 2024, respectively.

CYTOKINETICS, INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

In 2025, we updated our analysis of the RP Aficamten RPA to reflect our revised assumptions resulting from ongoing global market research and to reflect other adjustments in connection with our anticipated commercialization.

Our estimates regarding the amount of future royalty payments under the RP Aficamten RPA changed from 2024 due to changes in management’s estimates of unobservable inputs related to market and patient dynamics and timing to include projections of future royalty payments.

The adjustment is accounted for on a prospective basis in our liability calculation and resulted in changes in our imputed interest rate.

In 2025, the change in estimate decreased our non-cash interest expense by $ 3.6 million and net loss per share by $ 0.03 .

2017 RP Omecamtiv Mecarbil Royalty Purchase Agreement

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The carrying amount of the RP OM Liability is based on our estimate of the future royalties to be paid to RPFT over the life of the arrangement as discounted using an imputed rate of interest.

The carrying amount of the RP OM Liability is based on our estimate of the future royalties to be paid to RPFT over the life of the arrangement as discounted using an impu ted rate of interest.

The excess of future estimated royalty payments over the $ 92.3 million of allocated proceeds, less issuance costs, is recognized as non-cash interest expense using the effective interest method .

The imputed rate of interest on the carrying value of the RP OM Liability was approximately 0.1 % as of December 31, 2024 and 2023.

CYTOKINETICS, INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The imputed rate of interest on the RP OM Liability is reassessed periodically and is not reduced below 0%.

The imputed rate of interest on the carrying value of the RP OM Liability was 0.0 % and approximately 0.1 % as of December 31, 2025 and 2024, respectively.

Accounting for Revenue Participation Right Purchase Agreements

We periodically assess the amount and timing of expected royalty payments using a combination of internal projections and forecasts from external sources.

The RP OM Liability and the RP Aficamten Liability are measured using the effective interest method based on estimates of future royalty payments over the life of the arrangements.

To the extent such payments are greater or less than our initial estimates or the timing of such payments is materially different than its original estimates, we will prospectively adjust the amortization of the RP OM Liability and the RP Aficamten Liability and the effective interest rate.

A significant change to unobservable inputs could also result in a material increase or decrease to the effective interest rate of the liabilities.

Note, for the RP OM Liability, the effective interest rate is reassessed periodically and will not be reduced below 0%.

There are a number of factors that could materially affect the amount and timing of royalty payments, a number of which are not within our control.

The RP OM Liability and the RP Aficamten Liability are recognized using significant unobservable inputs.

The estimates of future royalties requires the use of several assumptions such as:

The estimates of future royalties require the use of several assumptions such as:

the probability of clinical success, the probability of regulatory approval, the estimated date of a product launch, estimates of eligible patient populations, estimates of prescribing behavior and patient compliance behavior, estimates of pricing, payor reimbursement and coverage, and sales ramp.

A significant change in unobservable inputs could result in a material increase or decrease to the effective interest rate of the RP OM Liability and the RP Aficamten Liability.

We recorded $ 50.0 million of additional consideration associated with the 2022 RP Aficamten Royalty Purchase Agreement upon receipt of the cash in the third quarter of 2023.

In the second quarter of 2024, we recorded an additional $ 33.3 million to the carrying value related to the 2024 RPI Transactions entered in May 22, 2024.

We recorded $ 50.0 million of additional carrying value associated with the 2022 RP Aficamten Royalty Purchase Agreement upon receipt of the cash in the third quarter of 2023.

In the second quarter of 2024, we recorded an additional $ 33.3 million to the carrying value related to the 2024 RPI Transactions entered on May 22, 2024.

CYTOKINETICS, INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

We review our assumptions on a regular basis and our estimates may change in the future as we refine and reassess our assumptions.

3 unchanged sentences

Beginning balance, January 1

Initial carrying value

Additional consideration

4 unchanged sentences

RP Multi Tranche Term Loan

As of December 31, 2024, under the 2022 RP Loan Agreement, we are entitled to receive tranches 4 and 5 as described below.

On May 22, 2024, we entered into the RP Multi Tranche Loan Agreement Amendment which provides for two tranches of additional term loans in an aggregate principal amount up to $ 225.0 million as follows:

• $ 75.0 million of tranche 4 term loans during the one year period following the receipt on or prior to September 30, 2024 of positive results from SEQUOIA-HCM, the Phase 3 trial for aficamten;

• $ 100.0 million of tranche 5 term loans during the one year period following the acceptance by the FDA on or prior to March 31, 2025 of an NDA for aficamten, subject to the conditions to the tranche 4 term loans having occurred on or prior to September 30, 2024;

On May 22, 2024, we entered into the RP Multi Tranche Loan Agreement Amendment which provides for two additional tranches (6 & 7) as follows:

• $ 50.0 million tranche 6 term loan, which was drawn on May 22, 2024;

• $ 175.0 million tranche 7 term loan drawable at Cytokinetics’ discretion within one year of a future FDA approval of aficamten in obstructive hypertrophic cardiomyopathy if such approval is obtained on or prior to December 31, 2025.

• $ 175.0 million tranche 7 term loan drawable at Cytokinetics’ discretion within one year of FDA approval of aficamten in oHCM.

In December 2023, we announced positive topline results from SEQUOIA-HCM, the Phase 3 trial for aficamten.

This entitled us to draw $ 75.0 million under tranche 4 at any time prior to April 3, 2025.

In November 2024, we announced that FDA has accepted our NDA for aficamten.

In April 2025, $ 75.0 million was disbursed to us under tranche 4 of the RP Multi Tranche Loan Agreement.

In November 2024, we announced that FDA accepted our NDA for aficamten.

This entitled us to draw $ 100.0 million under tranche 5 at any time prior to November 25, 2025.

CYTOKINETICS, INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

We are contractually required to draw at least $ 50.0 million of either tranche 4 or tranche 5 prior to November 24, 2025.

In October 2025, $ 100.0 million was disbursed to us under tranche 5 of the RP Multi Tranche Loan agreement.

Each term loan under the RP Multi Tranche Loan Agreement matures on the 10 year anniversary of the funding date for such term loan and is repayable in quarterly installments of principal, interest and fees commencing on the last business day of the seventh full calendar quarter following the calendar quarter of the applicable funding date for such term loan, with the aggregate amount payable in respect of each term loan (including interest and other applicable fees) equal to 190 % of the principal amount of the term loan for the tranche 1, tranche 4, tranche 5, tranche 6, and tranche 7 term loans (such amount with respect to each term loan, “Final Payment Amount”).

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In addition, the term loans under the RP Multi Tranche Loan Agreement are repayable in full at the option of either us or the lender in an amount equal to the unpaid portion of Final Payment Amount for the outstanding term loans upon a change of control of Cytokinetics.

Future minimum payments under the existing borrowing under Tranche 1 and Tranche 6 of RP Multi Tranche Loan are (in thousands):

CYTOKINETICS, INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Future minimum payments under the existing borrowing under Tranche 1, Tranche 4, Tranche 5, and Tranche 6 of the RP Multi Tranche Loan are (in th ousands):

Years ending December 31:

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Term Loan, net

The weighted-average effective rate of interest on the Tranche 1 and Tranche 6 term loans was approximately 11.8 % as of December 31, 2024.

As of December 31, 2024, the estimated fair value of the Tranche 1 and Tranche 6 term loans was $ 110.0 million .

The weighted-average effective rate of interest on the RP Multi Tranche Loan was approximately 13.0 % and 11.8 % as of December 31, 2025 and 2024, respectively.

As of December 31, 2025, the estimated fair value of the Tranche 1, Tranche 4, Tranche 5, and Tranche 6 term loans was $ 278.8 million .

The fair value was estimated based on Level 3 inputs.

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We have bifurcated and recognized the embedded derivatives in the RP Multi Tranche Loan Agreement.

These embedded derivatives include repayment features based upon a change in control and default.

These embedded derivatives include repayment features based upon a change in control.

During the year ended December 31, 2025, we recognized $ 27.9 million of additional embedded derivatives related to the change of control repayment features of Tranche 4 and Tranche 5.

In addition, a previously bifurcated embedded derivative related to the mandatory draw was settled in connection with the drawing on Tranche 4 and was reclassified into the carrying value of the associated term loan.

We recognize the derivative liabilities at fair value in the consolidated balance sheets.

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Estimating fair values of derivative instruments requires the development of significant and subjective estimates that may, and are likely to, change over the duration of the instrument with related changes in internal and external market factors.

The fair values of the derivative liabilities is determined using the probability-weighted expected return method and the “with and without” method.

The fair values are based on significant unobservable inputs, including the probability of change of control, the probability of default (less than 10 %), discount rates (ranging from 10 % to 16 % as of December 31, 2024) and other factors.

CYTOKINETICS, INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

In 2024, the Company recorded a gain of $ 1.3 million associated with the change in fair value of the derivative liabilities.

The amounts have been recorded as other expense in the consolidated statement of operations and comprehensive loss.

The fair values of the derivative liabilities is determined using the probability-weighted expected return method and the “with and without” meth od.

The fair values are based on significant unobservable inputs, including the probability of change of control, the probability of default (less than 10 %), discount rates (ranging from 10 % to 15 % for 2025 and 10 % to 16 % for 2024) and other factors.

The Company recorded a gain of $ 4.2 million in 2025 and $ 1.3 million in 2024 associated with the change in fair value of the derivative liabilities.

The amounts have been recorded in the consolidated statement of operations and comprehensive loss.

The following table summarizes the changes of the fair value of the derivative liabilities for the RP Multi Tranche Loan Agreement (in thousands):

RP Multi Tranche Loan Agreement Derivatives

Beginning balance, May 22

Beginning balance, January 1

Initial recognition

Change in fair value

Ending balance, December 31

CYTOKINETICS, INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

RP Stock Purchase Agreement

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Note 4 — Research and Development Arrangements

Collaboration for Commercialization of Omecamtiv in China

On December 20, 2021, we entered into a license and collaboration agreement with Corxel , or the Corxel OM License Agreement, pursuant to which we granted to Corxel an exclusive license to develop and commercialize omecamtiv mecarbil in China and Taiwan.

Under the terms of the Corxel OM License Agreement, we received a $ 50.0 million nonrefundable payment from Corxel comprised of a $ 40.0 million payment as consideration for the rights granted by us to Corxel and $ 10.0 million attributable to our having submitted to FDA an NDA for omecamtiv mecarbil.

In December 2024, we entered into a mutual termination agreement with Corxel to terminate the Corxel OM License Agreement.

Accordingly, all rights to develop and commercialize omecamtiv mecarbil have reverted to us.

Collaboration for Commercialization of Aficamten in China

Collaboration for Commercialization of Aficamten in Greater China

On July 14, 2020, we entered into the Corxel Aficamten License Agreement, pursuant to which we granted to Corxel an exclusive license to develop and commercialize aficamten in China and Taiwan.

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As a result of the Corxel assignment transaction with Sanofi, we received a $ 15.0 million non-refundable payment in connection with a modification of the original license prior to the assignment of Corxel’s rights under our license and collaboration agreement for the development and commercialization of aficamten in China to Sanofi.

We are also eligible to receive an additional $ 10.0 million payment from Corxel contingent on aficamten being approved in China and included on China's National Reimbursement Drug List.

In the fourth quarter of 2024, we entered into an agreement to modify the Corxel Aficamten License Agreement.

The $ 15.0 million up-front payment was recognized upon execution of the modification as all performance obligations were satisfied at December 31, 2024.

In the fourth quarter of 2025, under the Sanofi License Agreement for MYQORZO, a $ 15.0 million regulatory milestone payment was triggered upon receipt of marketing approvals from the NMPA and the FDA.

The $ 15.0 million was recognized as revenue in 2025 upon satisfaction of all related conditions and we expect payment in the first quarter of 2026.

Effective December 17, 2024, Sanofi has an exclusive license to develop and commercialize aficamten in China and Taiwan (the "Sanofi License Agreement").

T he total maximum future development and commercial milestone payments achievable for development and commercial milestone events in the field of oHCM and nHCM are $ 160.0 million, of which we have already earned and received $ 10.0 million.

T he total maximum development and commercial milestone payments achievable for development and commercial milestone events in the field of oHCM and nHCM are $ 160.0 million, of which we have already earned $ 10.0 million as of December 31, 2024 as described above, and $ 15.0 million as of December 31, 2025, following regulatory approval of MYQORZO by the National Medical Products Administration (NMPA) in China and the FDA in the United States.

We are also entitled to receive tiered royalties in the low-to-high teens range on the net sales of pharmaceutical products containing aficamten in China and Taiwan, subject to certain reductions for generic competition, patent expiration and payments for licenses to third party patents.

The Sanofi License Agreement will, unless terminated earlier, continue on a market-by-market basis until expiration of the relevant royalty term.

Collaboration revenues for China for 2025, 2024, and 2023 were $ 0.6 million , $ 3.3 million , and $ 1.3 million , respectively, related to certain development cost reimbursements.

Accounts receivable was $ 15.1 million as of December 31, 2025 from Sanofi and was $ 16.5 million from Corxel as of December 31, 2024.

Collaboration for Commercialization of Aficamten in Japan

On November 19, 2024, we announced that we had entered into a collaboration and license agreement with Bayer Consumer Care AG, an affiliate of Bayer AG, for the exclusive development and commercialization of aficamten in Japan, subject to certain reserved development rights of Cytokinetics to continue to conduct certain clinical trials (the "Bayer License Agreement").

The Company received an upfront payment of € 50.0 million (equivalent to $ 52.4 million) and was, at the time, eligible to receive up to an additional € 90.0 million upon the achievement of development and commercial milestones (we have since earned € 10.0 million in the first quarter of 2026 and remain eligible to receipt up to an additional € 70.0 million).

The Company is also eligible to receive up to an additional € 490.0 million in commercial milestone payments upon the achievement of certain sales milestones, and tiered royalties on net sales of aficamten in Japan.

CYTOKINETICS, INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Accounting for the License and Collaboration Agreements in China

We assessed the original arrangements of the Corxel License Agreements in accordance with ASC 606 and concluded that there was one performance obligation, for which the counterparty is a customer for the unit of account, relating to the license of functional intellectual property for each agreement.

The performance obligation was satisfied, and we recognized the residual allocation of arrangement consideration as revenue of $ 54.9 million in 2021 for the Corxel OM License Agreement and $ 36.5 million in 2020 for the Corxel Aficamten License Agreement.

Due to the nature of development, including the inherent risk of development and approval by regulatory authorities, we are unable to estimate if and when the development milestone payments could be achieved or become due and, accordingly, we consider the milestone payments to be fully constrained and exclude the milestone payments from the transaction price.

For the other transactions in collaborative arrangements, consisting of research and development cost reimbursements, we recognize the research and development cost reimbursements as collaboration revenues in our consolidated statement of operations.

In 2024, we entered into an agreement to modify the Corxel Aficamten License Agreement.

The $ 15.0 million up-front payment was recognized upon execution of the modification as all performance obligations were satisfied.

The $ 10.0 million contingent payment to be earned upon aficamten being approved in China and included on China's National Reimbursement Drug List is constrained due to the significant uncertainty as of December 31, 2024.

Collaboration revenues from Corxel for 2024, 2023, and 2022 were $ 3.3 million , $ 1.3 million , and $ 0.9 million , respectively, related to certain development cost reimbursements.

We had accounts receivable from Corxel of $ 16.5 million as of December 31, 2024 and $ 0.3 million as of December 31, 2023.

Collaboration for Commercialization of Aficamten in Japan

On November 19, 2024, we announced that we had entered into a collaboration and license agreement with Bayer Consumer Care AG, an affiliate of Bayer AG, for the exclusive development and commercialization of aficamten in Japan, subject to certain reserved development rights of Cytokinetics to continue the conduct certain clinical trials (the "Bayer License Agreement").

The Company received an upfront payment of € 50.0 million (equivalent to $ 52.4 million) and is eligible to receive up to an additional € 90.0 million upon the achievement of milestones through commercial launch.

The Company is also eligible to receive up to € 490.0 million in commercial milestone payments upon the achievement of certain sales milestones, and tiered royalties on net sales of aficamten in Japan.

Accounting for the License and Collaboration Agreement in Japan

We assessed the Bayer License Agreement under ASC 606 and concluded that there was one performance obligation, for which the counterparty is a customer for the unit of account, relating to the license of functional intellectual property.

The € 50.0 million (equivalent to $ 52.4 million) up-front payment received under this agreement was recorded as deferred revenue in the fourth quarter of 2024, as the technology transfer related to the license of functional intellectual property has not yet been satisfied.

We expect to fulfill and satisfy the technology transfer in the first half of 2025.

The agreement also includes additional milestone payments, including future milestone payments totaling up to an additional € 90.0 million upon achievement of milestones through commercial launch.

T hese payments are constrained due to uncertainties related to regulatory and development progress and will be recognized as revenue only when it becomes probable that a significant revenue reversal will not occur.

In addition, we are eligible to receive up to € 490.0 million in commercial milestone payments based on the achievement of specific sales thresholds and tiered royalties on net sales of aficamten in Japan.

The sales-based milestone payments, including royalties, will be recognized when the related sales occur under the sales and usage-based royalty exception of ASC 606 as these amounts have been determined to relate predominantly to the license.

As of December 31, 2024, we had deferred revenue of $ 52.4 million, which related to the up-front payment from the Bayer License Agreement.

In the fourth quarter of 2024, we assessed the Bayer License Agreement under ASC 606 and concluded that there was one performance obligation, for which the counterparty is a customer for the unit of account, relating to the license of functional intellectual property.

The agreement also includes additional milestone payments, including future milestone payments totaling up to an additional € 90.0 millio n (€ 10.0 million of which was earned as of December 31, 2025) upon achievement of development and commercial milestones.

These payments are constrained due to uncertainties related to regulatory and development progress and will be recognized as revenue only when it becomes probable that a significant revenue reversal will not occur.

In addition, we are eligible to receive up to € 490.0 million in commercial milestone payments based on the achievement of specific sales thresholds in addition to tiered royalties on net sales of aficamten in Japan.

License and milestone revenues from Bayer were $ 64.3 million in 2025 , including $ 52.4 million related to the successful completion of the technology transfer that was recorded as deferred revenue as of December 31, 2024, and certain clinical milestone achievements.

The license and milestone revenues included two € 5.0 million milestones (equivalent to $ 5.9 million eac h) recognized in connection with the achievement of the first dose of aficamten to the first patient in Japan in a Phase 3 clinical trial in nHCM and in a Phase 3 clinical trial in oHCM during the second quarter of 2025.

The first dose of aficamten in Japan in a Phase 3 clinical trial in nHCM occurred in June 2025 and the first dose of aficamten in Japan in a Phase 3 clinical trial in oHCM occurred in August 2025.

There are no outstanding receivable related to license and milestone revenues from Bayer as of December 31, 2025.

Collaboration revenues from Bayer were $ 8.1 million and $ 0.1 million in 2025 and 2024, respectively, related to certain research and development cost reimbursements.

We had accounts receivable from Bayer of $ 2.6 million as of December 31, 2025 and accounts receivable was immaterial at December 31, 2024.

We re-evaluate the probability of achievement of development milestones and any related constraints each reporting period.

We will include consideration, without constraint, in the transaction price to the extent it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur.

CYTOKINETICS, INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Collaboration for development of reldesemtiv

The Company and Astellas entered into the Astellas FSRA Agreement on April 23, 2020.

Under the Astellas FSRA Agreement, Astellas agreed to pay one-third of the out-of-pocket clinical development costs which may be incurred in connection with the Company’s Phase 3 clinical trial of reldesemtiv in ALS, up to a maximum contribution by Astellas of $ 12.0 million.

On March 31, 2023, we announced that we would be discontinuing COURAGE-ALS, our Phase 3 clinical trial of reldesemtiv in patients with ALS, and COURAGE-ALS OLE.

As of December 31, 2023 we billed and collected the maximum contribution of $ 12.0 million from Astellas, and no further revenue is expected under this arrangement.

We had no revenue from Astellas in 2024.

Collaboration revenue from Astellas for 2023 and 2022 was $ 2.7 million and $ 5.7 million , respectively, related to certain development cost reimbursement.

Research Collaboration

In May 2025, we entered into a research collaboration where we will reimburse our collaborative research partner for their research expenses.

The reimbursement of research expenses was $ 4.4 million in 2025 which is recorded as research and development.

Subject to the terms of the agreement, our collaborative research partner may receive potential research, development and commercial milestone and royalty payments from us and we may develop and commercialize development candidates.

Note 5 — Fair Value Measurements

7 unchanged sentences

Level 1 — Observable inputs, such as quoted prices in active markets for identical assets or liabilities;

CYTOKINETICS, INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Level 2 — Inputs, other than the quoted prices in active markets, that are observable either directly or through corroboration with observable market data;

1 unchanged sentence

Fair Value of Financial Assets:

The follow tables set forth the fair value of our financial assets, which consists of cash equivalents and investments classified as available-for-sale securities, that were measured on a recurring basis (in thousands) :

The following tables set forth the fair value of our financial assets, which consists of cash equivalents and investments classified as available-for-sale securities, that were measured on a recurring basis (in thousands):

December 31, 2025

6 unchanged sentences

Corporate obligations

CYTOKINETICS, INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

December 31, 2024

12 unchanged sentences

The unrealized losses as of December 31, 2025 are attributed to market interest rate changes and are not attributed to credit.

The Company does not intend to sell, and is unlikely to be required to sell, any of these available-for-sale investments before their effective maturity or market price recovery.

The Company does not intend to sell any of these available-for-sale investments before their effective maturity or market price recovery.

CYTOKINETICS, INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Note 6 — Balance Sheet Components

Our property and equipment consisted of (in thousands):

Property and equipment consisted of (in thousands):

Property and equipment, net:

7 unchanged sentences

Accumulated depreciation

Total property and equipment, net

Depreciation expense was $ 10.1 million , $ 9.5 million , and $ 11.9 million for 2025, 2024, and 2023, respectively.

Our accrued liabilities were as follows (in thousands):

Accrued liabilities were as follows (in thousands):

Accrued liabilities:

3 unchanged sentences

Total accrued liabilities

CYTOKINETICS, INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

We sponsor a 401(k) defined contribution plan covering all employees and contributed $ 3.6 million , $ 2.7 million , and $ 2.5 million to this plan in 2025, 2024, and 2023 , respectively.

3 unchanged sentences

On July 6, 2022, we issued $ 540.0 million aggregate principal amount of 2027 Notes and used approximately $ 140.3 million of the net proceeds from the offering of 2027 Notes and issued 8,071,343 shares of common stock to repurchase approximately $ 116.9 million aggregate principal amount of the 2026 Notes pursuant to privately negotiated exchange agreements entered into with certain holders of the 2026 Notes concurrently with the pricing of the offering of the 2027 Notes.

As of December 31, 2024, there remains $ 21.1 million aggregate principal amount of 2026 Notes outstanding and $ 540.0 million of aggregate principal amount of 2027 Notes outstanding.

The 2026 Notes are unsecured obligations and bear interest at an annual rate of 4.0 % per year, payable semi-annually on May 15 and December 15 of each year, beginning May 15, 2020 .

The 2026 Notes will mature on November 15, 2026 , unless earlier repurchased or redeemed by us or converted at the option of the holders.

We may redeem the 2026 Notes prior to the maturity date but we are not required to and no sinking fund is provided for the 2026 Notes.

The 2026 Notes may be converted, under certain circumstances, based on an initial conversion rate of 94.7811 shares of common stock per $ 1,000 principal amount (which represents an initial conversion price of $ 10.55 per share).

The 2027 Notes are our senior unsecured obligations and shares equal in right of payment with our other indebtedness, including the 2026 Notes.

On September 19, 2025, we issued $ 750.0 million aggregate principal amount of 2031 Notes and used approximately $ 402.5 million of the net proceeds from the offering of 2031 Notes and issued 2,168,806 shares of common stock to repurchase approximately $ 399.5 million aggregate principal amount of the 2027 Notes pursuant to privately negotiated exchange agreements entered into with certain holders of the 2027 Notes concurrently with the pricing of the offering of the 2031 Notes.

This resulted in recording a debt conversion expense in the third quarter of 2025 of $ 121.2 million, consisting of the difference between the consideration provided to the holders pursuant to the exchange agreements and the if-converted value of the 2027 Notes under the original terms.

As of December 31, 2025, there remains $ 21.1 million aggregate principal amount of 2026 Notes outstanding and reflected as current in the consolidated balance sheet, $ 140.5 million of aggregate principal amount of 2027 Notes outstanding, and $ 750.0 million of aggregate principal amount of 2031 Notes outstanding.

CYTOKINETICS, INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The 2031 Notes are our senior unsecured obligations and shares equal in right of payment with our other indebtedness, including the 2026 Notes and 2027 Notes.

The 2031 Notes bear interest at a rate of 1.75 % per year, payable semiannually in arrears on April 1 and October 1 of each year, beginning April 1, 2026.

The 2031 Notes will mature on October 1, 2031 , unless earlier converted, redeemed, or repurchased.

Holders of the 2031 Notes may convert their 2031 Notes, under certain circumstances, into cash, shares of our common stock or a combination of cash and shares of our common stock, at our election, based on an initial conversion rate of 14.6156 shares per $ 1,000 principal amount, which is equivalent to an initial conversion price of approximately $ 68.42 per share.

As of December 31, 2025 , the holders of the 2031 Notes have the option to convert their 2031 Notes only in the following circumstances:

(i) if the last reported sale price per share of our common stock exceeds 130 % of the conversion price for at least 20 trading days within a 30 -day period starting from the last trading day of the preceding quarter after December 31, 2025;

(ii) within 5 consecutive business days following any 10 consecutive trading day period if the trading price per $ 1,000 principal amount of 2031 Notes during such period falls below 98 % of the product of the last reported sale price per share of our common stock and the conversion rate;

(iii) upon certain corporate events or distributions on our common stock outlined in the 2031 Indenture;

(iv) upon our call for redemption of the 2031 Notes;

and (v) from July 1, 2031, until the second scheduled trading day immediately preceding the maturity date.

We may not redeem the 2031 Notes at our option at any time before October 6, 2028.

In 2025, the conditions allowing holders of the 2031 Notes to convert were not met.

As a result, the 2031 Notes are not convertible as of December 31, 2025 at the option of the holders thereof.

The 2031 Notes are not redeemable prior to October 6, 2028 by the Company.

On or after October 6, 2028, the 2031 Notes will be redeemable, in whole or in part (subject to the Partial Redemption Limitation), at our option at any time and from time to time, and, in the case of any partial redemption, on or before the 40th scheduled trading day before the maturity date, at a cash redemption price equal to the principal amount of the 2031 Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, but only if the 2031 Notes are freely tradable and all accrued and unpaid additional interest, if any, has been paid in full, as of the first interest payment date occurring on or before such redemption notice date, and the last reported sale price per share of our common stock exceeds 130 % of the conversion price on (i) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date we may send the related redemption notice;

and (ii) the trading day immediately before the date we may send such notice.

The conversion rate for the 2031 Notes, 2027 Notes, and 2026 Notes will be subject to adjustment upon the occurrence of certain specified events.

In addition, upon the occurrence of a make-whole fundamental change (as defined in the each respective indenture for the 2026 Notes, 2027 Notes and 2031 Notes), we will, in certain circumstances, increase the conversion rate by a number of additional shares for a holder that elects to convert its notes in connection with such make-whole fundamental change.

The following table presents the total amo unt of interest cost recognized relating to the 2031 Notes (in thousands):

Contractual interest expense

Amortization of debt issuance costs

Total interest expense recognized

The effective interest rate of the 2031 Notes was 2.23 % as of December 31, 2025.

As of December 31, 2025, the unamortized debt issuance cost for the 2031 Notes was $ 19.6 million and will be amortized over approximately 5.8 years.

As of December 31, 2025, the 2027 Notes aggregate principal balance was $ 140.5 million .

The 2027 Notes are our senior unsecured obligations and shares equal in right of payment with our other indebtedness, including the 2026 Notes and the 2031 Notes.

The 2027 Notes bear interest at a rate of 3.50 % per year, payable semiannually in arrears on January 1 and July 1 of each year, beginning on January 1, 2023.

2 unchanged sentences

The initial conversion rate for the 2027 Notes is 19.5783 shares of our common stock per $ 1,000 principal amount of such Notes, which is equivalent to an initial conversion price of approximately $ 51.08 per share.

The conversion rate for the 2026 Notes and 2027 Notes will be subject to adjustment upon the occurrence of certain specified events.

In addition, upon the occurrence of a make-whole fundamental change (as defined in the indenture), we will, in certain circumstances, increase the conversion rate by a number of additional shares for a holder that elects to convert its notes in connection with such make-whole fundamental change.

The 2026 Notes are redeemable, in whole or in part, at our option at any time, and from time to time, and, in the case of any partial redemption, on or before the 60th scheduled trading day before the maturity date, at a cash redemption price equal to the principal amount of the 2026 Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date but only if the last reported sale price per share of our common stock exceeds 130 % of the conversion price on (i) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date we may send the related redemption notice;

and (ii) the trading day immediately before the date we may send such notice .

The 2026 Notes are convertible at December 31, 2024 at the option of the holder.

Holders of the 2027 Notes have the option to convert their convertible notes only in the following circumstances:

CYTOKINETICS, INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

As of December 31, 2025 , the holders of the 2027 Notes have the option to convert their convertible 2027 Notes only in the following circumstances:

3 unchanged sentences

and (v) from March 1, 2027, until the scheduled trading day immediately preceding the maturity date.

We may not redeem the 2027 Notes at our option at any time before July 7, 2025.

The 2027 Notes will be redeemable, in whole or in part (subject to the “Partial Redemption Limitation” (as defined in the 2027 Indenture)), at our option at any time, and from time to time, on or after July 7, 2025.

CYTOKINETICS, INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following table presents the total amount of interest cost recognized relating to the 2026 Notes (in thousands):

Years Ended December 31,

In 2025, the conditions allowing holders of the 2027 Notes to convert were not met.

As a result, the 2027 Notes are not convertible as of December 31, 2025 at the option of the holders thereof.

The 2027 Notes are redeemable, in whole or in part (subject to the Partial Redemption Limitation), at our option at any time, and from time to time, and, in the case of any partial redemption, on or before the 60th scheduled trading day before the maturity date, at a cash redemption price equal to the principal amount of the 2027 Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, but only if the last reported sale price per share of our common stock exceeds 130 % of the conversion price on (i) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date we may send the related redemption notice;

and (ii) the trading day immediately before the date we may send such notice.

The following table presents the total amo unt of interest cost recognized relating to the 2027 Notes (in thousands):

Contractual interest expense

2 unchanged sentences

The effective interest rate of the 2027 Notes was 4.2 % as of December 31, 2025, 2024 and 2023.

As of December 31, 2024.

the unamortized debt issuance cost for the 2026 Notes was $ 0.2 million and will be amortized over approximately 1.9 years.

As of December 31, 2024 , the 2026 Notes were partially converted into 151 shares at the option of a holder.

The following table presents the total amo unt of interest cost recognized relating to the 2027 Notes (in thousands):

As of December 31, 2025, the unamortized debt issuance cost for the 2027 Notes was $ 1.4 million and will be amortized over approximately 1.5 years.

In 2025, the conditions allowing holders of the Notes to convert were not met.

As a result, the 2027 Notes are not convertible as of December 31, 2025.

As of December 31, 2025, the 2026 Notes aggregate principal balance was $ 21.1 million and is presented as a current liability as of December 31, 2025.

The 2026 Notes are senior unsecured obligations and bear interest at an annual rate of 4.0 % per year, payable semi-annually on May 15 and December 15 of each year, beginning May 15, 2020.

The 2026 Notes will mature on November 15, 2026 , unless earlier repurchased or redeemed by us or converted at the option of the holders.

We may redeem the 2026 Notes prior to the maturity date but we are not required to and no sinking fund is provided for the 2026 Notes.

As of December 31, 2025 , the holders of the 2026 Notes have the option to convert their 2026 Notes only in the following circumstances:

(i) if the last reported sale price per share of our common stock exceeds 130 % of the conversion price for at least 20 trading days within a 30 -day period;

(ii) within 5 consecutive business days following any 10 consecutive trading day period if the trading price per $ 1,000 principal amount of 2026 Notes during such period falls below 98 % of the product of the last reported sale price per share of our common stock and the conversion rate;

(iii) upon certain corporate events or distributions on our common stock outlined in the 2026 Indenture;

(iv) upon our call for redemption of the 2026 Notes;

and (v) from July 15, 2026, until the scheduled trading day immediately preceding the maturity date.

In 2025, the sale price condition was met.

As a result, the 2026 Notes are convertible as of December 31, 2025 at the option of the holders thereof.

The 2026 Notes are redeemable by the Company, in whole or in part, at our option at any time, and from time to time, and, in the case of any partial redemption, on or before the 60th scheduled trading day before the maturity date, at a cash redemption price equal to the principal amount of the 2026 Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date but only if the last reported sale price per share of our common stock exceeds 130 % of the conversion price on (i) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date we may send the related redemption notice;

and (ii) the trading day immediately before the date we may send such notice.

CYTOKINETICS, INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following table presents the total amount of interest cost recognized relating to the 2026 Notes (in thousands):

Years Ended December 31,

Contractual interest expense

3 unchanged sentences

As of December 31, 2025, the unamortized debt issuance cost for the 2026 Notes was $ 0.1 million and will be amortized over approximately 0.9 years.

In 2024, the conditions allowing holders of the Notes to convert were not met.

As a result, the 2027 Notes are not convertible as of December 31, 2024.

Future minimum payments under the 2027 Notes and 2026 Notes are (in thousands):

The 2026 Notes are convertible at December 31, 2025 at the option of the holder.

Future minimum payments under the 2031 Notes, 2027 Notes and 2026 Notes are (in thousands):

Years ending December 31:

3 unchanged sentences

Net carrying amount of the convertible notes

As of December 31, 2024, the estimated fair value of the 2027 Notes and 2026 Notes was $ 651.7 million and $ 95.1 million , respectively, and was based upon observable, Level 2 inputs, including pricing information from recent trades of the convertible notes.

As of December 31, 2025, the estimated fair value of the 2031 Notes, 2027 Notes, and 2026 Notes was $ 919.7 million , $ 200.0 million and $ 127.8 million , respectively, and was based upon observable, Level 2 inputs, including pricing information from recent trades of the Convertible Notes .

Note 8 — Stockholders’ Equity

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The proceeds from the concurrent private placement were $ 50.0 million.

In May 2025, our stockh olders further approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock available for issuance by the Company from 163.0 million to 326.0 million shares.

CYTOKINETICS, INCORPORATED

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Options granted to existing employees generally vest monthly over a period of four years .

In February 2023, our board of directors approved an amendment to the 2004 Plan to increase the number of authorized shares reserved for issuance under the 2004 Plan by an additional 1.0 million shares for inducement grants to new employees.

In May 2025, our stockholders approved an amendment to the 2004 Plan to increase the number of authorized shares reserved for issuance under the 2004 Plan by an additional 5.0 million shares.

In May 2022 and February 2023, our board of directors approved an amendment to the 2004 Plan to increase the number of authorized shares reserved for issuance under the 2004 Plan by an additional 1.6 million shares and 1.0 million shares, respectively, for inducement grants to new employees.

As of December 31, 2025, the total authorized shares under the 2004 Plan available for grant was 6.1 million .

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The fair value of vested RSUs, including PSUs, calculated based on the units vested multiplied by the closing price of our common stock on the date of vesting, was $ 40.7 million for 2025, $ 52.6 million for 2024, and $ 28.6 million for 2023.

Controlled Equity Offering Sales Agreement with Cantor Fitzgerald & Co.

On March 1, 2023, we entered into the Amended ATM Facility, with Cantor, under which we may offer and sell, from time to time at our sole discretion, shares of the Common Stock having an aggregate offering price of up to $ 300.0 million through Cantor, as sales agent.

The Amended ATM Facility amends, restates and supersedes the Controlled Equity Offering Sales Agreement dated as of March 6, 2019 between the Company and Cantor.

Cantor may sell the Common Stock by any method that is deemed to be an “at the market offering” as defined in Rule 415 of the Securities Act of 1933, as amended, including sales made directly on the Nasdaq Global Select Market or any other trading market for our common stock.

Cantor will use commercially reasonable efforts to sell the Common Stock from time to time, based upon instructions from us (including any price, time or size limits or other customary parameters or conditions we may impose).

We will pay Cantor a commission of up to 3.0 % of the aggregate gross sales proceeds of any common stock sold through Cantor under the Amended ATM Facility, and also have provided Cantor with customary indemnification rights.

In 2023, we issued 5,016,170 shares of our common stock for net proceeds of $ 164.2 million under the Amended ATM Facility .

We issued 1,237,460 shares of our common stock for net proceeds of $ 93.6 million under the Amended ATM Facility in 2024.

Performance Stock Units

In 2024, the Compensation Committee granted a total of 458,357 performance stock units ("PSUs") to certain employees with a grant date fair value ranging from $ 47.04 to $ 63.75 per unit.

During 2024 through the first quarter of 2025, the Compensation Committee granted a total of 467,804 performance stock units ("PSUs") to certain employees with a grant date fair value ranging from $ 44.36 to $ 63.75 per unit.

The fair value of the PSUs was determined on the grant date based on the fair value of the Company’s common stock at such time.

The PSU awards are subject to performance goals and will be earned as to a pre-determined fixed number of shares subject to the certification by the Compensation and Talent Committee of the Company’s Board of Directors (the “Compensation Committee”) that the Company has achieved one or more of the relevant performance goals, in each case vesting as to 50 % of the earned shares on applicable Compensation Committee certification date and as to the remaining 50 % of the earned shares following the one-year anniversary of the applicable Compensation Committee certification date.

In 2024, the Company recognized expense of $ 7.6 million for the PSUs.

As of December 31, 2024, there was $ 6.0 million of unamortized stock-based compensation related to the portion of PSUs vesting that is deemed probable.

The Company will assess the probability of achieving the performance conditions quarterly and the expense recognized will be adjusted accordingly.

CYTOKINETICS, INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The Company recognized expense for the PSUs of $ 1.5 million and $ 7.6 million in 2025 and 2024, respectively.

The decrease year over year was due to our Prescription Drug User Fee Act ("PDUFA") target action date for NDA for aficamten in oHCM was extended to December 2025.

This resulted in a revision of the PSU assumptions.

The PSU attainment was finalized as of December 31, 2025 and there was $ 0.6 million of unamortized stock-based compensation related to the portion of PSUs vesting that is deemed probable.

Employee Stock Purchase Plan

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At December 31, 2025, we have 80,480 shares of common stock reserved for issuance under the ESPP.

CYTOKINETICS, INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Stock-Based Compensation Expense

24 unchanged sentences

General and administrative

As of December 31, 2024, we expect to recognize $ 103.5 million of unrecognized compensation cost related to unvested stock options over a weighted-average period of 2.3 years, $ 58.3 million of unrecognized compensation cost related to unvested restricted stock over a weighted-average period of 1.7 years.

As of December 31, 2025, we expect to recognize $ 108.6 million of unrecognized compensation cost related to unvested stock options over a weighted-average period of 2.5 years, and $ 78.5 million of unrecognized compensation cost related to unvested restricted stock over a weighted-average period of 1.9 years.

Controlled Equity Offering Sales Agreement

On February 27, 2025, we entered into an Open Market Sale Agreement SM with Jefferies LLC under which we may offer and sell, from time to time, at our sole discretion, shares of common stock in “at the market offerings” pursuant to Rule 415(a)(4) under the Securities Act of 1933 through Jefferies LLC, as sales agent.

As of December 31, 2025, we have not sold any shares of common stock under the Open Market Sale Agreement SM with Jefferies LLC.

Controlled Equity Offering Sales Agreement with Cantor Fitzgerald & Co.

CYTOKINETICS, INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

In May 2022, Silicon Valley Bank exercised 16,901 warrants issued pursuant to the Term Loan Agreement with a strike price of $ 7.10 per share and elected the cashless settlement method.

In June 2022, Silicon Valley Bank exercised additional 9,226 warrants and 8,638 warrants with a strike price of $ 9.76 per share and $ 10.42 per share, respectively.

Accordingly, in 2022, we issued to Silicon Valley Bank a total of 28,306 shares of our common stock.

As of December 31, 2023, we had 12,957 warrants outstanding to purchase shares of our common stock at an exercise price of $ 10.42 per share.

The remaining 12,957 warrants outstanding at December 31, 2023 were exercised in January 2024.

In 2023, we issued 5,016,170 shares of our common stock for net proceeds of $ 164.2 million under the Amended ATM Facility .

We issued 1,237,460 shares of our common stock for net proceeds of $ 93.6 million under the Amended ATM Facility in 2024.

This facility expired upon execution of the Jefferies LLC Open Market Sale Agreement described above.

As of December 31, 2025, we had no warrants outstanding.

Note 9 — Commitments and Contingencies

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The Radnor Lease commenced in September 2022 , when the leasehold improvements were substantially completed, and we gained control over the use of the underlying assets.

The Radnor Lease has an expiration date of July 31, 2027 with one five-year option to extend the lease .

The Radnor Lease had an original expiration date of July 31, 2027 with one five-year option to extend the lease .

In February 2025 , the Company amended the Radnor Lease to include additional office space and to extend the lease term for both the existing and the newly leased spaces through July 2029 , with one five-year renewal option .

As a result of the lease modification for the existing office space, the Company remeasured and increased its operating lease right-of-use asset and lease liability by $ 1.1 million.

Upon commencement of the lease for the additional office space, the Company recognized a right-of-use asset and lease liability of $ 2.4 million, using a discount rate of 8.9 %.

In August 2025, we entered into a new operating lease for office space located in Zug, Switzerland (the "Zug Lease").

The lease has an initial term of approximately five years , with an option to extend for an additional five years that is not reasonably certain to be exercised as of the commencement date.

Upon lease commencement in August 2025 , the Company recognized a right-of-use asset and lease liability of approximately $ 2.6 million, using a discount rate of 9.0 %.

The weighted-average remaining lease term of the operating leases was 7.6 years, 8.7 years, and 9.7 years as of December 31, 2025, 2024, and 2023, respectively.

8 unchanged sentences

The finance lease cost is recognized as a combination of the amortization expense for the right-of-use assets calculated on a straight-line basis over the five-year estimated useful life for laboratory equipment and interest expense for the outstanding lease liabilities using the determined discount rates.

As of December 31, 2024, 2023, and 2022, the weighted average remaining lease term for the finance leases is 2.0 years, 3.0 years, and 4.0 years, respectively.

The weighted average discount rate used to determine the finance lease liabilities is 9.5 % as of December 31, 2024, 2023, and 2022.

The cash paid for finance lease for the years ended December 31, 2024, 2023, and 2022 was $ 0.9 million and was included in financing activities in our consolidated statement of cash flows.

As of December 31, 2025, the weighted average remaining lease term for the finance leases is 1.0 year.

The weighted average discount rate used to determine the finance lease liabilities is 9.5 % .

The cash paid for finance lease for the years ended December 31, 2025, 2024, and 2023 was $ 0.2 million , $ 0.9 million , and $ 0.9 million , respectively, which was included in financing activities in our consolidated statement of cash flows.

CYTOKINETICS, INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Future minimum lease payments under non-cancellable leases as of December 31, 2024 is as follows (in thousands):

Future minimum lease payments under non-cancellable operating leases as of December 31, 2025 is as follows (in thousands):

Years ending December 31:

2 unchanged sentences

Total lease liability

There was no future minimum lease payments for finance leases as of December 31, 2025.

Rent expense for operating and finance leases was $ 25.4 million , $ 19.4 million , and $ 22.1 million for 2025, 2024, and 2023, respectively.

Legal Proceedings

The Company recognizes accruals for legal actions to the extent that it concludes that a loss is both probable and reasonably estimable.

At each reporting date, the Company evaluates whether or not a potential loss amount or a potential range of loss is probable and reasonably estimable under the provisions of the authoritative guidance that addresses accounting for contingencies.

The Company expenses as incurred the costs related to such legal proceedings.

CYTOKINETICS, INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Note 10 — Income Taxes

1 unchanged sentence

Our significant jurisdictions are the United States and California.

The following reconciles the statutory federal income tax rate to our effective tax rate:

Reconciliation of Statutory Federal Income Tax Rate to the Effective Income Tax Rate

Below is a tabular rate reconciliation for the years ended December 31, 2025, 2024, and 2023 (in thousands):

Years Ended December 31,

Tax at federal statutory tax rate

State tax, net of federal benefits

Change in state effected rates

Tax credits, net

State and local income taxes, net of federal benefit

Foreign tax effects

R&D Tax Credit

Orphan Drug Credit

Change in valuation allowance

Stock-based compensation

Non-taxable or non-deductible items:

Section 162(m) Limitation

Stock Compensation Expense

Convertible Notes Due 2027

Expiration of Attributes

Changes in Unrecognized Tax Benefits

Income tax expense

Income Tax Payments

The Company did no t pay any income taxes by jurisdiction for the years ended December 31, 2025, 2024, and 2023.

CYTOKINETICS, INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Deferred tax assets, net, reflecting the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, were as follows (in thousands):

Deferred Tax Assets

Deferred tax assets, net, reflecting the net tax effect of temporary differences between the carrying amounts of assets and

liabilities for financial reporting purposes and the amounts used for income tax purposes, were as follows (in thousands):

As of December 31,

14 unchanged sentences

Realization of deferred tax assets is dependent upon future earnings, if any, the timing and amount of which are uncertain.

Based upon the weight of available evidence, which includes our historical operating performance, reported cumulative net losses since inception, expected future losses, and difficulty in accurately forecasting our future results and an assessment of both positive and negative evidence when determining whether it is more likely than not that deferred tax assets are recoverable, we maintained a full valuation allowance on the net deferred tax assets as of December 31, 2024 and 2023.

Based upon the weight of available evidence, which includes our historical operating performance, reported cumulative net losses

since inception, expected future losses, and difficulty in accurately forecasting our future results and an assessment of both positive

and negative evidence when determining whether it is more likely than not that deferred tax assets are recoverable, we maintained a full valuation allowance on the net deferred tax assets as of December 31, 2025 and 2024.

The valuation allowance increased by $ 146.0 million in 2025 and increased by $ 140.4 million in 2024.

At December 31, 2024 federal NOL carryforwards were $ 1,195.2 million , apportioned state NOL carryforwards before federal benefits were $ 428.2 million , and foreign NOL carryforwards were $ 5.4 million .

If not utilized, federal and state net operating loss carryforwards incurred prior to 2018 will expire in various amounts beginning 2025 and 2028 , respectively, and the foreign net operating loss carryforwards will begin to expire in 2030 .

At December 31, 2024, tax credits of $ 156.9 million and $ 25.6 million for federal and California income tax purposes, respectively consisted of Research and Development Credits and Orphan Drug Credits.

If not utilized, the federal carryforwards will expire in various amounts beginning in 2025 .

At December 31, 2025 federal NOL carryforwards were $ 2,210.0 million , apportioned state NOL carryforwards before federal

benefits were $ 443.9 million , and foreign NOL carryforwards were $ 20.3 million .

If not utilized, federal and state net operating loss

carryforwards incurred prior to 2018 will expire in various amounts beginning 2026 and 2028 , respectively, and the foreign net

operating loss carryforwards will begin to expire in 2030 .

At December 31, 2025, tax credits of $ 177.6 million and $ 32.6 million for federal and California income tax purposes,

respectively consisted of Research and Development Credits and Orphan Drug Credits.

If not utilized, the federal carryforwards will

expire in various amounts beginning in 2026 .

California based credit carryforwards do not expire.

In general, under Section 382, a corporation that undergoes an ‘ownership change’ is subject to limitations on its ability to utilize its pre-change net operating losses and tax credits to offset future taxable income.

We do not believe it has experienced an ownership change since 2006, however, a portion of its NOLs and tax credits prior to 2007 will be subject to limitations under Section 382.

In general, under Section 382, a corporation that undergoes an ‘ownership change’ is subject to limitations on its ability to

utilize its pre-change net operating losses and tax credits to offset future taxable income.

We do not believe the Company has experienced an ownership change since 2006, however, a portion of its NOLs and tax credits prior to 2007 will be subject to limitations under Section 382.

On July 4, 2025, H.R.

1, commonly referred to as the One Big Beautiful Bill Act (the “OBBBA”), was enacted.

The OBBBA legislation includes several changes to federal tax law that generally allow for more favorable deductibility of certain business expenses beginning in 2025, including the restoration of immediate expensing of domestic research and development expenditures, reinstatement of 100 % bonus depreciation, and more favorable rules for determining the limitation on business interest expense.

These changes are reflected in the income tax provision for the period ended December 31, 2025.

The Company does not expect this law to have a significant effect on the Company's financial statements due to the full valuation allowance against deferred

CYTOKINETICS, INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Activity related to our gross unrecognized tax benefits were (in thousands):

5 unchanged sentences

Balance at the end of the year

CYTOKINETICS, INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

We are subject to federal and various state & local and foreign income tax examinations for all fiscal years with unutilized NOLs and tax credit carryforwards.

Included in the balance of unrecognized tax benefits as of December 31, 2024, 2023, and 2022 are $ 30.2 million , $ 24.5 million , and $ 17.7 million of tax benefits, respectively, that, if recognized, would result in adjustments to other tax accounts, primarily deferred taxes.

The Inflation Reduction Act of 2022, or IRA, was signed into law on August 16, 2022.

The bill was meant to address the high inflation rate in the United States through various climate, energy, healthcare, and other incentives.

These incentives are meant to be paid for by the tax provisions included in the IRA, such as a new 15 percent corporate minimum tax, a 1 percent new excise tax on stock buybacks, additional IRS funding to improve taxpayer compliance, and others.

The IRA provisions are effective for tax years beginning after December 31, 2022.

At this time, none of the IRA tax provisions are expected to have a material impact to our consolidated tax provision for the year ending December 31, 2024.

The Company will continue to closely monitor any effects from future legislation.

In October 2021, the Organization for Economic Co-operation and Development (“OECD”)/G20 finalized the significant components of a two-pillar global tax reform plan, which has now been agreed to by the majority of OECD members.

Pillar Two requires multinational enterprises with annual global revenue exceeding € 750 million to pay a global minimum tax of 15 %.

The Company does not currently expect to meet the € 750 million revenue threshold.

The Company will continue to evaluate the potential impact on future periods of the Pillar Two framework and the implementation of the Pillar Two rules in the jurisdictions in which it operates.

We are subject to federal and various state & local and foreign inc ome tax examinations for all fiscal years with unutilized NOLs and tax credit carryforwards.

Note 11 — Subsequent Events

We exercised our rights to terminate the Amended ATM Facility with Cantor in February 2024.

Our first commercial sale of MYQORZO occurred in the first quarter of 2026 and we invoiced Bayer for € 10.0 million in accordance with the licensing agreement .

CHANGES IN AND DISAGREEMENTS WITH ACCO UNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

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Evaluation of Disclosure Controls and Procedures:

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports under the Securities Exchange Act of 1934, as amended, or the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer, and interim principal financial officer and Chief Accounting Officer, as appropriate, to allow for timely decisions regarding required disclosure.

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports under the Securities Exchange Act of 1934, as amended, or the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and our principal financial officer, as appropriate, to allow for timely decisions regarding required disclosure.

In designing and evaluating the disclosure controls and procedures, we recognize that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and in reaching a reasonable level of assurance, we are required to apply our judgment in evaluating the cost-benefit relationship of possible controls and procedures.

As required by Rule 13a‑15(b) under the Exchange Act, our management, under the supervision and with the participation of our principal executive officer and interim principal financial officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rules 13a‑15(e) and 15d‑15(e) under the Exchange Act) as of December 31, 2024.

Based on such evaluation, our principal executive officer and interim principal financial officer has concluded that, as of December 31, 2024, our disclosure controls and procedures were effective at the reasonable assurance level.

As required by Rule 13a‑15(b) under the Exchange Act, our management, under the supervision and with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rules 13a‑15(e) and 15d‑15(e) under the Exchange Act) as of December 31, 2025.

Based on such evaluation, our principal executive officer and principal financial officer has concluded that, as of December 31, 2025, our disclosure controls and procedures were effective at the reasonable assurance level.

Management’s Annual Report on Internal Control Over Financial Reporting:

33 unchanged sentences

OTHER INFORMATION

(a) During the fourth quarter ended December 31, 2024, the following of our directors and officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Item 408 of Regulation S-K:

Henderson , Chairman of our Board of Directors - Dr.

Henderson adopted a Rule 10b5-1 trading arrangement on September 11, 2024 that was intended to satisfy the affirmative defense provided for under Rule 10b5-1(c).

Henderson's trading arrangement provides for the sale of up to 31,872 shares of our common stock and will terminate on the earlier of (x) May 20, 2025 and (y) the sale of all securities that are subject to the arrangement.

• Muna Bhanji , Director - Ms.

Bhanji adopted a Rule 10b5-1 trading arrangement on November 18, 2024 that was intended to satisfy the affirmative defense provided for under Rule 10b5-1(c).

Bhanji's trading arrangement provides for the sale of up to 1,454 shares of our common stock and will terminate on the earlier of (x) June 30, 2025 and (y) the sale of all securities that are subject to the arrangement.

• Robert Harrington , Director - Dr.

Harrington adopted a Rule 10b5-1 trading arrangement on November 8, 2024 that was intended to satisfy the affirmative defense provided for under Rule 10b5-1(c).

Harrington's trading arrangement provides for the sale of up to 1,350 shares of our common stock and will terminate on the earlier of (x) November 1, 2025 and (y) the sale of all securities that are subject to the arrangement.

During the quarter ended December 31, 2025, the following of our directors and officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Item 408 of Regulation S-K:

Blum , President & Chief Executive Officer – Mr.

Blum terminated a Rule 10b5-1 trading arrangement on November 14, 2025 that he had previously adopted on March 5, 2024 .

Subsequently, Mr.

Blum adopted a Rule 10b5-1 trading arrangement on December 4, 2024 that was intended to satisfy the affirmative defense provided for under Rule 10b5-1(c).

Blum adopted a trading arrangement on December 24, 2025 intended to satisfy the affirmative defense provided for under Rule 10b5-1(c).

Blum’s trading arrangement provides for the sale of up to 120,000 shares of our common stock and will terminate on the earlier of (x) November 30, 2026 and (y) the sale of all securities that are subject to the arrangement.

• Andrew Callos , Executive Vice President, Chief Commercial Officer - Mr.

Callos adopted a Rule 10b5-1 trading arrangement on December 12, 2024 that was intended to satisfy the affirmative defense provided for under Rule 10b5-1(c).

Callos's trading arrangement provides for the sale of up to 61,725 shares of our common stock and will terminate on the earlier of (x) March 5, 2026 and (y) the sale of all securities that are subject to the arrangement.

• Sung Lee , Executive Vice President & Chief Financial Officer – Mr.

Lee adopted a trading arrangement on December 23, 2025 intended to satisfy the affirmative defense provided for under Rule 10b5-1(c).

Lee’s trading arrangement provides for the sale of up to 70,107 shares of our common stock and will terminate on the earlier of (x) December 31, 2026 and (y) the sale of all securities that are subject to the arrangement.

• Fady Malik , Executive Vice President, Research & Development - Dr.

Malik adopted a Rule 10b5-1 trading arrangement on September 16, 2024 that was intended to satisfy the affirmative defense provided for under Rule 10b5-1(c).

Malik adopted a trading arrangement on December 23, 2025 intended to satisfy the affirmative defense provided for under Rule 10b5-1(c).

Malik’s trading arrangement provides for the sale of up to 62,886 shares of our common stock and will terminate on the earlier of (x) December 18, 2026 and (y) the sale of all securities that are subject to the arrangement.

(b) We have adopted insider trading policies and procedures governing the purchase, sale, and/or other disposition of our securities by our directors, officers, and employees that we believe are reasonably designed to promote compliance with insider trading laws, rules and regulations, and the Nasdaq Listing Rules.

A copy of our insider trading policy has been filed a s Exhibit 19.1 to this Annual Report on Form 10-K.

We do not have a formal policy governing the purchase, sale, and/or other disposition of our securities by Cytokinetics itself.

We have not adopted such a policy because we have not engaged, and do not plan to engage in the foreseeable future, any share buy-back activities.

From time to time, we sell securities by way of public offerings of securities, and at-the-market sales of securities, which occur only after the public disclosure of material non-public information.

OTHE R INFORMATION

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

DIRECTORS, EXECUTIVE OF FICERS AND CORPORATE GOVERNANCE

The information regarding our directors and executive officers, our director nominating process and our audit committee is incorporated by reference from our definitive Proxy Statement for our 2025 Annual Meeting of Stockholders, where it appears under the headings “Board of Directors,” “Executive Officers,” and, if applicable, “Delinquent Section 16(a) Reports.”

Except as set forth below, the information required by this item is incorporated herein by reference to our Definitive Proxy Statement on Schedule 14A relating to our 2026 Annual Meeting of Stockholders, which we expect to be filed with the SEC within 120 days of our fiscal year ended December 31, 2025 (the “Proxy Statement”), including under the headings “Board of Directors,” “Executive Officers,” and, if applicable, “Delinquent Section 16(a) Reports

Code of Ethics

1 unchanged sentence

We publicize the Code of Ethics through posting the policy on our investor relations website, ir.cytokinetics.com.

We will disclose on our investor relations website any waivers of, or amendments to, our Code of Ethics that applies to the Company's principal executive officer, principal financial officer, principal accounting officer or any person performing similar functions within four business days following the date of such amendment or waiver rather than filing a Current Report on Form 8-K.

We intend to disclose on our investor relations website any waivers of, or amendments to, our Code of Ethics that applies to the Company’s principal executive officer, principal financial officer, or any person performing similar functions within four business days following the date of such amendment or waiver

EXECUT IVE COMPENSATION

The information required by this item is incorporated by reference from our Proxy Statement, where it appears under the heading “Executive Compensation” and “Director Compensation.”

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OW NERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by this item is incorporated by reference from our definitive Proxy Statement for our 2025 Annual Meeting of Stockholders, where it appears under the headings “Security Ownership of Certain Beneficial Owners and Management” and “Executive Compensation – Equity Compensation Plans at December 31, 2024.”

The information required by this item is incorporated by reference from our Proxy Statement, where it appears under the headings “Security Ownership of Certain Beneficial Owners and Management” and “Executive Compensation – Equity Compensation Plans at December 31, 2025.”

CERTAIN RELATIONSHIPS AND RELATE D TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by this item is incorporated by reference from our definitive Proxy Statement for our 2025 Annual Meeting of Stockholders, where it appears under the headings “Certain Business Relationships and Related Party Transactions” and “Board of Directors – Independence of Directors.”

The information required by this item is incorporated by reference from our Proxy Statement, where it appears under the headings “Certain Business Relationships and Related Party Transactions” and “Board of Directors – Independence of Directors.”

PRINCIPAL ACCOU NTANT FEES AND SERVICES

The information required by this item is incorporated by reference from our definitive Proxy Statement for our 2025 Annual Meeting of Stockholders, where it appears under the headings “Proposal Four – Ratification of Selection of Ernst & Young LLP as our Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2025.

The information required by this item is incorporated by reference from our Proxy Statement, where it appears under the headings “Ratification of Selection of Ernst & Young LLP as our Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2026.

EXHIBITS AND FINAN CIAL STATEMENT SCHEDULES

16 unchanged sentences

August 3, 2023

Certificate of Amendment of Amended and Restated Certificate of Incorporation

August 7, 2025

Amended and Restated Bylaws.

9 unchanged sentences

Bank Trust Company, National Association, as Trustee (including the form of 3.50% Convertible Senior Notes due 2027)

Indenture, dated as of September 19, 2025, between the Company and U.S.

Bank Trust Company, National Association, as Trustee (including the form of 1.75% Convertible Senior Notes due 2031)

September 22, 2025

Description of Securities

28 unchanged sentences

Amended and Restated 2004 Equity Incentive Plan

March 1, 2023

Amended and Restated 2015 Employee Stock Purchase Plan

16 unchanged sentences

Amendment to License and Collaboration Agreement, dated December 17, 2024, by and between the Company and Genzyme Corporation (as assignee of Corxel Pharmaceuticals Limited (f/k/a Ji Xing Pharmaceuticals Limited))

February 27, 2025

License and Collaboration Agreement, dated November 18, 2024, by and between the Company and Bayer Consumer Care AG

February 27, 2025

Amendment No.

1 to the Collaboration and License Agreement, dated November 18, 2024, by and between the Company and Bayer Consumer Care AG

Development Funding Loan Agreement, dated January 7, 2022, by and among Royalty Pharma Development Funding, LLC and the Company

14 unchanged sentences

Amendment No.

1, dated May 22, 2024, to Revenue Participation Right Purchase

1, dated May 22, 2024, to Revenue Participation Right Purchase Agreement, dated January 7, 2022, by and between the Company and Royalty Pharma Investments 2019 ICAV

August 9, 2024

Agreement, dated January 7, 2022, by and between the Company and Royalty Pharma Investments 2019 ICAV

2024 Development Funding Loan Agreement, dated May 22, 2024, by and between the Company and Royalty Pharma Development Funding, LLC

August 9, 2024

CK-586 Revenue Participation Right Purchase Agreement, dated May 22, 2024, by and between the Company and Royalty Pharma Investments 2019 ICAV

Ulacamten Revenue Participation Right Purchase Agreement, dated May 22, 2024, by and between the Company and Royalty Pharma Investments 2019 ICAV

August 9, 2024

3 unchanged sentences

Insider Trading Policies and Procedures

February 27, 2025

Consent of independent registered public accounting firm

1 unchanged sentence

Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Principal Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certifications of the Principal Executive Officer, the Principal Financial Officer, and the Principal Accounting Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C.

Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certifications of the Principal Executive Officer, the Principal Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C.

Section 1350) (1)

Incentive Compensation Recoupment Policy

February 27, 2025

Inline XBRL Instance Document (the Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)

29 unchanged sentences

February 25, 2026

/s/ J AMES M.

February 25, 2026

/s/ R OBERT A.

9 unchanged sentences

/s/ W ENDELL W IERENGA

Wendell Wierenga, Ph.D.

February 25, 2026

Wendell Wierenga, Ph.D.

/s/ N ANCY J.

1 unchanged sentence

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

What changed 10-K

Item 7. Management’s Discussion and Analysis