What changed in this filing

/stocks — the workspaceLOADING

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

2026-03-09 compared with 2025-03-05 · 350 added, 310 removed, 647 unchanged (50% of the section changed)

1 unchanged sentence

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

As of December 31, 2024, we had cash and cash equivalents of $131.5 million, primarily held in money market mutual funds, and marketable securities of $138.4 million, primarily consisting of U.S.

government-backed securities, U.S.

Treasuries and corporate debt securities.

As of December 31, 2025, we had cash and cash equivalents of $146.6 million, primarily held in money market mutual funds.

Our primary exposure to market risk is interest rate sensitivity, which is affected by changes in the general level of U.S.

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While we contract with certain vendors and institutions internationally, substantially all of our total liabilities as of December 31, 2025 were denominated in the United States dollar and we believe that we do not have any material exposure to foreign currency exchange rate risk.

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Financial Statement and Other Supplementary Information.

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Notes to Consolidated Financial Statements

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Report of Independent Registered Public Accounting Firm

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We have audited the accompanying consolidated balance sheets of Editas Medicine, Inc.

(the Company) as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive loss, stockholders’ equity 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”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with U.S.

(the Company) as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive loss, stockholders’ equity and cash flows for each of the two years in the period ended December 31, 2025, and the related notes (collectively referred to as the “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 two years in the period ended December 31, 2025, in conformity with U.S.

generally accepted accounting principles.

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The communication of the critical audit matter does not alter in any way our opinion on the

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consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Accrued Research and Development Expenses

Description of the Matter The Company’s accrued research and development expenses totaled $13.3 million at December 31, 2024, which includes accrued clinical trial expenses.

Description of the Matter As of December 31, 2025, the Company’s accrued research and development expenses totaled $9.7 million.

As discussed in Note 2 to the consolidated financial statements, the Company expenses research and development costs as incurred.

The Company accrues expenses related to clinical trials based on estimates of the services performed pursuant to their contractual arrangements, including those with clinical research organizations.

Payments under these contracts may depend on factors such as the successful enrollment of patients and the completion of clinical milestones and may differ from the level of effort expended in each period.

How We Addressed the Matter in Our Audit Auditing the Company’s accrued research and development expenses was complex in the context of this audit due to the volume of research and development activity and the reliance on third-party vendors.

That is, due to the timing and pattern of invoices received from third parties, actual amounts incurred were not always known as of the audit report date.

To test the accrued research and development expenses related to clinical trials, our audit procedures included, among others, obtaining an understanding of the Company’s process, testing the accuracy and completeness of the underlying data used in the estimates and evaluating and testing the significant assumptions that are used by management to estimate the accruals.

To test the significant assumptions, we inspected the contracts and any amendments to the contracts with third-party service providers, and corroborated the progress of research and development projects with the Company’s research and development personnel that oversee the clinical trials.

We also obtained evidence from the Company’s clinical research organization, including the number of patients, sites, purchase order amounts and total amounts invoiced to date.

To further evaluate completeness, we tested invoices and payments to third parties subsequent to year-end.

To accrue these costs, the Company estimates the time period over which services will be performed and the level of effort to be expended in each period.

If the actual timing of the performance of services or the level of effort varies from the Company’s estimate, the accrued expense is adjusted accordingly.

How We Addressed the Matter in Our Audit Auditing the Company’s accrued research and development expenses was challenging and required a higher extent of audit effort to obtain sufficient audit evidence due to the large volume of transactions and information obtained from multiple third-party vendors used by management in estimating the accrued expenses.

Additionally, due to the timing and pattern of invoices received from third-party vendors, actual amounts incurred were not always known by the date the financial statements were issued.

To test the accrued research and development expenses, our audit procedures included, among others, obtaining an understanding of management’s process of estimating accrued research and development expenses and testing the accuracy and completeness of the underlying data used to support the amounts recorded.

We evaluated management’s estimates by inspecting contracts and related amendments with third-party vendors, reviewing cost information obtained from third-party vendors, and corroborating the progress of research and development projects with the Company’s research and development personnel responsible for overseeing the projects.

We also recalculated the accrual balance based on the evidence obtained and tested invoices from third-party vendors subsequent to year-end to evaluate the completeness and valuation of the accrual amount.

/ s/ Ernst & Young LLP

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March 9, 2026

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Editas Medicine, Inc.

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Total current assets 163,895 289,315

Marketable securities — 104,024

Property and equipment, net 3,542 14,497

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Deferred revenue, current — 6,221

Operating lease liabilities 14,652 12,164

Operating lease liabilities, current 6,031 14,652

Total current liabilities 46,246 77,225

Operating lease liabilities, net of current portion 12,071 20,380

Liability for sale of future revenues - non-current 52,434 —

Liability for sale of future revenues, net of current portion 53,605 52,434

Deferred revenue, net of current portion 44,509 54,204

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Total liabilities 159,246 207,315

Commitments and contingencies (Note 8)

Stockholders’ equity

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Common stock, $ 0.0001 par value per share:

195,000,000 shares authorized;

82,734,696 and 81,767,263 shares issued, and 82,734,696 and 81,767,263 shares outstanding at December 31, 2024 and December 31, 2023, respectively

390,000,000 and 195,000,000 shares authorized at December 31, 2025 and December 31, 2024, respectively;

97,866,996 and 82,734,696 shares issued and outstanding, at December 31, 2025 and December 31, 2024, respectively

Additional paid-in capital 1,655,781 1,602,441

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

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Editas Medicine, Inc.

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(amounts in thousands, except per share and share data)

2024 2023 2022

Collaboration and other research and development revenues $ 40,520 $ 32,314

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General and administrative 49,903 71,987

Restructuring charges 12,232 — —

Restructuring and impairment charges 60,674 12,232

Total operating expenses 200,530 283,466

Operating loss ( 160,010 ) ( 251,152 )

Other income, net:

Other expense, net ( 3 ) ( 1,604 ) —

Other income (expense), net:

Interest expense related to sale of future revenues ( 6,171 ) ( 2,190 )

Interest income, net 8,310 16,252

Total other income, net 14,059 15,962 5,518

Other expense, net ( 2,189 ) ( 3 )

Total other income (expense), net ( 50 ) 14,059

Net loss $ ( 160,060 ) $ ( 237,093 )

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

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Editas Medicine, Inc.

1 unchanged sentence

(amounts in thousands)

2024 2023 2022

Net loss $ ( 160,060 ) $ ( 237,093 )

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

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Editas Medicine, Inc.

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Vesting of restricted common stock awards 730,157 — — — — —

Purchase of common stock under benefits plans 105,714 — 979 — — 979

Unrealized loss on marketable debt securities — — — — ( 3,108 ) ( 3,108 )

Net loss — — — ( 220,432 ) — ( 220,432 )

Balance at December 31, 2022 68,847,382 $ 7 $ 1,442,405 $ ( 1,078,131 ) $ ( 3,601 ) $ 360,680

Issuance of common stock from public offering, net commissions, underwriting discounts and offering costs 12,500,000 1 117,078 — — 117,079

Exercise of stock options 6,587 — 41 — — 41

Stock-based compensation expense — — 19,798 — — 19,798

Vesting of restricted common stock awards 297,934 — — — — —

Purchase of common stock under benefit plan 115,360 — 919 — — 919

Issuance of common stock under employee stock purchase plan 213,467 — 590 — — 590

Unrealized gain on marketable debt securities — — — — 70 70

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Balance at December 31, 2024 82,734,696 $ 8 $ 1,602,441 $ ( 1,468,443 ) $ 268 $ 134,274

Issuance of common stock from at-the-market equity offering, net 14,327,365 2 42,846 — — 42,848

Exercise of stock options 41,430 — 70 — — 70

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Vesting of restricted common stock awards 476,731 — — — — —

Purchase of common stock under benefit plans 213,467 — 590 — — 590

Unrealized gain on marketable debt securities — — — — 70 70

Issuance of common stock under employee stock purchase plan 286,774 — 424 — — 424

Unrealized loss on marketable debt securities — — — — ( 268 ) ( 268 )

Net loss — — — ( 160,060 ) — ( 160,060 )

1 unchanged sentence

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

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Editas Medicine, Inc.

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(amounts in thousands)

2024 2023 2022

Cash flow from operating activities

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Depreciation 5,277 5,809

Net amortization of premiums and discounts on marketable securities ( 5,791 ) ( 4,823 ) ( 724 )

Loss on disposal of fixed assets 2,193 149

Non-cash interest expense on liability for sale of future revenues 2,190 — —

Net accretion of discounts on marketable securities ( 902 ) ( 5,791 )

Interest related to sale of future revenues 6,171 2,190

Impairment of held for sale assets 3,758 —

Other non-cash items, net ( 449 ) ( 415 )

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Accrued expenses ( 13,184 ) 11,623

Accrued interest on sale of future revenues ( 2,128 ) —

Deferred revenue ( 15,916 ) ( 8,463 )

Operating lease liabilities ( 12,081 ) ( 1,504 )

Other current and non-current liabilities 1,271 1,800 —

Other non-current liabilities 192 1,271

Net cash used in operating activities ( 165,241 ) ( 210,284 )

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Proceeds from maturities of marketable securities 139,006 257,189

Net cash provided by (used in) investing activities 162,146 ( 3,731 ) 114,068

Net cash provided by investing activities 138,668 162,146

Cash flow from financing activities

Proceeds from offering of common stock, net of issuance costs — 117,079 —

Repayment on sale of future revenues ( 2,872 ) —

Proceeds from issuance of common stock from at-the-market equity offering, net 42,848 —

Proceeds from sale of future revenues, net — 55,244

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Restricted cash 1

3,877 3,877 3,877

Cash, cash equivalents, and restricted cash, end of period $ 149,315 $ 135,418

1 As of December 31, 2024, December 31, 2023, and December 31, 2022 restricted cash of $ 3,877 , $ 3,877 , and $ 3,877 , respectively, was included in Restricted cash and other non-current assets on the Consolidated Balance Sheet

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1 As of December 31, 2025 and December 31, 2024, restricted cash of $ 2,670 and $ 3,877 , respectively, was included in Restricted cash and other non-current assets on the Consolidated Balance Sheets.

Supplemental disclosure of cash and non-cash activities:

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Modification of right-of-use asset — 2,683

Non-cash termination of right-of-use asset 4,849 —

Cash paid for interest 2,128 —

Issuance costs associated with the sale of future revenues included in accounts payable and accrued expenses — 1,479

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

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Editas Medicine, Inc.

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Editas Medicine, Inc.

(the “Company”) is an early stage genome editing company dedicated to developing potentially transformative genomic medicines to treat a broad range of serious diseases.

(the “Company”) is a pioneering gene editing company dedicated to developing transformative genomic medicines to treat a broad range of serious diseases.

The Company was incorporated in the state of Delaware in September 2013.

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Since its inception, the Company has devoted substantially all of its efforts to business planning, research and development, recruiting management and technical staff, and raising capital.

The Company has primarily financed its operations through various equity financings, payments received under a research collaboration with Juno Therapeutics, Inc.

(“Juno Therapeutics”), a wholly owned subsidiary of the Bristol-Myers Squibb Company (“BMS”), payments received under its former strategic alliance with Allergan Pharmaceuticals International Limited (together with its affiliates, “Allergan”), which was terminated in August 2020, payments received under our purchase and sale agreement with DRI Healthcare Acquisitions LP, and payments received in conjunction with the Company’s license agreement with Vertex Pharmaceuticals, Inc (“Vertex”, and such agreement, the “Vertex License Agreement”).

The Company has primarily financed its operations through various equity financings, payments received under a research collaboration with the Bristol-Myers Squibb Company (“BMS”), through its wholly owned subsidiary Juno Therapeutics, Inc.

(“Juno Therapeutics”), payments received under its former strategic alliance with Allergan Pharmaceuticals International Limited (together with its affiliates, “Allergan”), which was terminated in August 2020, payments received under a purchase and sale agreement with DRI Healthcare Trust (“DRI,” and such agreement, the “DRI Agreement”) and payments received under the Company’s license agreement with Vertex Pharmaceuticals, Inc (“Vertex,” and such agreement, the “Vertex License Agreement”).

The Company is subject to risks common to companies in the biotechnology industry, including but not limited to, risks of failure of preclinical studies and clinical trials, the need to obtain marketing approval for any drug product candidate that it may identify and develop, the need to successfully commercialize and gain market acceptance of its product candidates, dependence on key personnel, protection of proprietary technology, compliance with government regulations, development by competitors of technological innovations and ability to transition from pilot-scale manufacturing to large-scale production of products.

As of December 31, 2025, the Company has raised an aggregate of $ 1.1 billion in net proceeds through the sale of shares of its common stock in public offerings and at-the-market offerings.

The Company also has funded its business from payments received under our purchase and sale agreement with DRI Healthcare Acquisitions LP, payments received under its license agreement with Vertex, its research collaboration with BMS through its wholly owned subsidiary June Therapeutics and its former strategic alliance with Allergan (which was terminated in August 2020).

As of December 31, 2024, the Company had cash, cash equivalents and marketable securities of $ 269.9 million.

In May 2021, the Company entered into a common stock sales agreement with TD Securities (USA) LLC (as successor to Cowen and Company, LLC) (“TD Cowen”), under which the Company from time to time can issue and sell shares of its common stock through TD Cowen in at-the-market offerings for aggregate gross sale proceeds of up to $ 300.0 million (the “Prior ATM Facility”).

The Company also has funded its business from payments received under the DRI Agreement, payments received under the Vertex License Agreement, its research collaboration with BMS through its wholly owned subsidiary Juno Therapeutics and its former strategic alliance with Allergan, which was terminated in August 2020.

As of December 31, 2025, the Company had cash and cash equivalents of $ 146.6 million.

In May 2021, the Company entered into a common stock sales agreement with TD Securities (USA) LLC (as successor to Cowen and Company, LLC) (“TD Cowen”), under which the Company from time to time can issue and sell shares of the Company’s common stock through TD Cowen in at-the-market offerings for aggregate gross sale proceeds of up to $ 300.0 million.

The Company amended the common stock sales agreement with TD Cowen in February 2024 in connection with filing a new registration statement.

As of December 31, 2024 the Company has not sold any shares of its common stock under the Prior ATM Facility.

In March 2025, the Company further amended the common stock sales agreement with TD Cowen in connection with amending its shelf registration statement following the loss of its status as a “well-known seasoned issuer” (as defined under Rule 405 of the Securities Act of 1933, as amended), lowering the amount of shares of common stock it may issue and sell through TD Cowen to aggregate gross sale proceeds of up to $ 150.0 million (the “ATM Facility”).

As of December 31, 2024, the Company had not sold any shares of its common stock under the ATM Facility.

In March 2025, the Company further amended its common stock sales agreement with TD Cowen in connection with amending its existing shelf registration statement following the loss of the Company’s status as a “well-known seasoned issuer” (as defined under Rule 405 of the Securities Act of 1933, as amended), reducing the amount of shares of common stock the Company may issue and sell through TD Cowen to aggregate gross sale proceeds of up to $ 150.0 million (the “ATM Facility”).

As of December 31, 2025, the Company had sold 14,327,365 shares of common stock under the ATM Facility for gross proceeds of $ 43.9 million and has $ 106.1 million of shares of common stock remaining available for issuance and sale under the ATM Facility.

The Company has incurred annual net operating losses in every year since its inception.

The Company has an accumulated deficit of $ 1.5 billion at December 31, 2024.

As of March 5, 2025, the issuance date of the consolidated financial statements, the Company expects that its existing cash, cash equivalents and marketable securities will be sufficient to fund its operating expenses and capital expenditure requirements for at least twelve months from the issuance date of the consolidate financial statements.

As of March 9, 2026, the issuance date of the consolidated financial statements, the Company expects that its existing cash and cash equivalents will be sufficient to fund its operating expenses and capital expenditure requirements for at least the next twelve months.

The Company has an accumulated deficit of $ 1.6 billion at December 31, 2025, and will require substantial additional capital to fund its operations.

The Company has never generated any product revenue.

There can be no assurance that the Company will be able to obtain additional debt or equity financing or generate product revenue or revenues from collaborative partners, on terms acceptable to the Company, on a timely basis or at all.

There can be no assurance that the Company will be able to obtain additional debt or equity financings or generate product revenue or revenues from collaborative partners, on terms acceptable to the Company, on a timely basis or at all.

The failure of the Company to obtain sufficient funds on acceptable terms when needed could have a material adverse effect on the Company’s business, results of operations, and financial condition.

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Summary of Significant Accounting Policies

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The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”).

Any reference in these notes to applicable guidance is meant to refer to the authoritative United States generally accepted accounting principles as found in the ASC and Accounting Standards Updates (“ASU”) of the FASB.

Any reference in these notes to applicable guidance is meant to refer to the authoritative United States generally accepted accounting principles as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASUs”) of the FASB.

For the year ended December 31, 2024, interest expense related to sale of future revenues has been reclassified to conform to the current year presentation in the consolidated statements of operations.

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes.

On an ongoing basis, the Company’s management evaluates its estimates, which include, but are not limited to, estimates related to revenue recognition, stock-based compensation expense, the accrual for research and development expenses, valuations of in-process research and development assets, effective interest rates and deferred tax valuation allowances.

On an ongoing basis, the Company’s management evaluates its estimates, which include, but are not limited to, estimates related to revenue recognition, stock-based compensation expense, the accrual for research and development expenses, the accrual for restructuring charges, effective interest rates, and deferred tax valuation allowances.

The Company bases its estimates on historical experience and other market-specific or relevant assumptions that it believes to be reasonable under the circumstances.

Actual results may differ from those estimates or assumptions.

Fair Value of Financial Instruments

ASC Topic 820, Fair Value Measurement (“ASC 820”), establishes a fair value hierarchy for instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and the Company’s own assumptions (unobservable inputs).

Fair Value Measurements

ASC Topic 820, Fair Value Measurement (“ASC 820”), establishes a fair value hierarchy for instruments measured at fair value and requires valuation technique(s) used to measure fair value to maximize the use of observable inputs and minimize the use of unobservable inputs.

Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company.

Unobservable inputs are inputs that reflect the Company’s assumptions about the inputs that market participants would use in pricing the asset or liability, and are developed based on the best information available in the circumstances.

ASC 820 identifies fair value as the exchange price representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants.

As a basis for considering market participant assumptions in fair value measurements, ASC 820 establishes a three-tier fair value hierarchy that distinguishes between the following:

ASC 820 establishes a three-tier fair value hierarchy that distinguishes between the following:

• Level 1 – Quoted market prices in active markets for identical assets or liabilities.

• Level 2 – Inputs other than Level 1 inputs that are either directly or indirectly observable, such as quoted market prices, interest rates, and yield curves.

• Level 3 – Unobservable inputs developed using estimates of assumptions developed by the Company, which reflect those that a market participant would use.

To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment.

• Level 2 – Observable inputs (other than Level 1 quoted prices) such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data.

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

To the extent that the valuation technique used to measure fair value utilizes inputs that are unobservable in the market, the determination of fair value requires more judgment.

Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3.

A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.

The carrying amounts reflected in the consolidated balance sheets for cash and cash equivalents, restricted cash, marketable securities, accounts receivable, prepaid expenses and other current assets, accounts payable, accrued expenses, and other current liabilities approximate their fair values, due to their short-term nature.

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The carrying amounts reflected in the consolidated balance sheets for cash and cash equivalents, restricted cash, accounts receivable, prepaid expenses and other current assets, accounts payable, accrued expenses, and other current liabilities approximate their fair values, due to their short-term nature.

Cash, Cash Equivalents, and Restricted Cash

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Cash and cash equivalents include cash held in banks and amounts held in money market funds.

The Company has restricted cash of $ 3.9 million held as collateral for the Company’s office and lab facilities and credit card program.

As of December 31, 2025, the Company had restricted cash of $ 2.7 million held as collateral for the Company’s office and lab facilities and credit card program.

The restricted funds are maintained in a traditional bank account.

The following table presents cash, cash equivalents, and restricted cash as reported on the consolidated balance sheets that equal the total amounts on the consolidated statements of cash flows (in thousands):

Cash and cash equivalents $ 131,541 $ 123,652

Restricted cash included in "Restricted cash and other non-current assets"

Total cash, cash equivalents, and restricted cash $ 135,418 $ 127,529

All of the Company’s restricted cash was included in restricted cash and other non-current assets on the consolidated balance sheets.

Marketable Securities

The Company classifies marketable securities with a remaining maturity when purchased of greater than three months and less than one year from the balance sheet date as current.

Marketable securities are classified as long-term assets on the consolidated balance sheets if the contractual maturity exceeds one year and the Company does not intend to utilize the marketable securities to fund current operations.

For the years ended December 31, 2024 and 2023, the Company’s marketable securities consisted of investments in available-for-sale debt securities.

Marketable securities are classified as long-term assets in the consolidated balance sheets if the contractual maturity exceeds one year and the Company does not intend to utilize the marketable securities to fund current operations.

As of December 31, 2025, the Company did not hold marketable securities.

For the year ended December 31, 2024, the Company’s marketable securities consisted of investments in available-for-sale debt securities.

Available-for-sale debt securities are carried at fair value with the unrealized gains and losses included in accumulated other comprehensive income (loss) as a component of stockholders’ equity until realized.

Any premium or discount arising at purchase is amortized and/or accreted to interest income and/or expense over the life of the of the underlying security.

Any premium or discount arising at purchase is amortized or accreted, respectively, to interest income, net over the life of the underlying security.

Realized gains and losses are included in other income (expense).

At each reporting date, the Company records an allowance for credit losses and reports it as credit loss expense which is included in “Other income (expense), net” in the Company’s consolidated statement of operations.

The estimate for credit losses includes a measure of the expected risk of credit loss even if the risk is remote.

When assessing financial assets for credit losses, the Company pools financial assets with similar risk characteristics and performs a collective evaluation.

A credit loss on an available-for-sale debt security is limited to the difference in fair value and the amortized cost.

A previously recognized credit loss may be increased or decreased in subsequent periods if the Company’s estimate of fair value changes.

To determine whether to record a credit loss, the Company considers issuer or vendor specific credit ratings and historical losses as well as current economic conditions and its expectations for future economic conditions.

To date, the Company has not had any credit losses, and the Company did not have an allowance for credit losses as of December 31, 2024 and 2023.

The Company evaluates securities for impairment at the end of each reporting period.

Impairment is evaluated considering numerous factors, and their relative significance varies depending on the situation.

Factors considered include whether a decline in fair value below the amortized cost basis is due to credit-related factors or non-credit-related factors, the financial condition and near-term prospects of the issuer, and the Company’s intent and ability to hold the investment to allow for an anticipated recovery in fair value.

A credit-related impairment is recognized as an allowance on the balance sheet with a corresponding adjustment to income or loss.

Any impairment that is not credit-related is recognized in other comprehensive income (loss), net of applicable taxes.

Accounts Receivable

The Company makes judgments as to its ability to collect outstanding receivables and provides an allowance for receivables when collection becomes doubtful.

The Company's receivables primarily relate to amounts reimbursed under its collaboration agreements.

The Company believes that credit risk associated with its collaborations partners is not significant.

To date, the Company has not had any write-offs of bad debt, and the Company did not have an allowance for doubtful accounts as of December 31, 2024 and 2023.

To estimate the allowance for credit losses, the Company determines the allowance based on ongoing credit evaluation, historical experience, and the aging of such receivables, among other factors.

To date, the Company has not had any write-offs and did not have an allowance for credit losses related to its receivables as of December 31, 2025 and 2024.

Concentrations of Credit Risk and Off-Balance Sheet Risk

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Financial instruments that potentially subject the Company to a concentration of credit risk are cash, cash equivalents, marketable securities and receivables owed to the Company from collaboration partners.

The Company’s cash, cash equivalents and marketable securities are held in accounts at a financial

institution that may exceed federally insured limits.

The Company has not experienced any credit losses in such accounts and does not believe it is exposed to any significant credit risk on these funds.

The Company’s cash, cash equivalents, and marketable securities are held in accounts at a financial institution that may exceed federally insured limits.

Property and Equipment

Property and equipment consists of computers, laboratory equipment, furniture and office equipment, and leasehold improvements and is stated at cost, less accumulated depreciation.

Maintenance and repairs that do not improve or extend the lives of the respective assets are expensed to operations as incurred, while costs of major additions and betterments are capitalized.

Maintenance and repairs that do not improve or extend the lives of the respective assets are expensed to operations as incurred, while costs of major additions and

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betterments are capitalized.

Depreciation is calculated over the estimated useful lives of the assets using the straight-line method.

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Estimated Useful life

Laboratory and manufacturing equipment 5 years

Laboratory equipment 5 years

Computer equipment and software 3 years

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Recoverability is measured by comparing the book values of the assets to the expected future net undiscounted cash flows that the assets are expected to generate.

If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the book values of the assets exceed their fair value.

The Company has not recognized any impairment losses from inception through December 31, 2024.

If such assets are considered to be impaired, the impairment to be recognized is measured as the amount by which the book values of the assets exceed their fair value.

During the year ended December 31, 2025 the Company recognized a $ 3.8 million impairment charge.

Refer to Note 17, Restructuring and Impairment Charges , for further information.

Revenue Recognition

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and (v) recognition of revenue when (or as) the Company satisfies each performance obligation.

The Company only applies the five-step model to contracts when it is probable that the entity will collect consideration it is entitled to in exchange for the goods or services it transfers to the customer.

The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer.

The promised goods or services in the Company’s arrangements typically consist of a license, or option to license, rights to the Company’s intellectual property or research and development services.

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Performance obligations are promised goods or services in a contract to transfer a distinct good or service to the customer and are considered distinct when (i) the customer can benefit from the good or service on its own or together with other readily available resources and (ii) the promised good or service is separately identifiable from other promises in the contract.

In assessing whether promised good or services are distinct, the Company considers factors such as the stage of development of the underlying intellectual

property, the capabilities of the customer to develop the intellectual property on its own or whether the required expertise is readily available and whether the goods or services are integral or dependent to other goods or services in the contract.

In assessing whether promised good or services are distinct, the Company considers factors such as the stage of development of the underlying intellectual property, the capabilities of the customer to develop the intellectual property on its own or whether the required expertise is readily available and whether the goods or services are integral or dependent to other goods or services in the contract.

The Company estimates the transaction price based on the amount expected to be received for transferring the promised goods or services in the contract.

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The Company utilizes either the most likely amount method or expected value method to estimate the amount expected to be received based on which method best predicts the amount expected to be received.

The amount of variable consideration that is included in the transaction price may be constrained and is included in the transaction price only to the extent that it is probable that a significant reversal in the amount of the cumulative revenue recognized will not occur in a future period.

The Company’s contracts often include development and regulatory milestone payments that are as assessed under the most likely amount method and constrained if it is probable that a significant revenue reversal would occur.

The amount of variable consideration that is included in the transaction price may be constrained

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and is included in the transaction price only to the extent that it is probable that a significant reversal in the amount of the cumulative revenue recognized will not occur in a future period.

The Company’s contracts often include development and regulatory milestone payments that are assessed under the most likely amount method and constrained if it is probable that a significant revenue reversal would occur.

Milestone payments that are not within the Company’s control or the licensee’s control, such as regulatory approvals, are not considered probable of being achieved until those approvals are received.

At the end of each reporting period, the Company re-evaluates the probability of achievement of such development and clinical milestones and any related constraint, and if necessary, adjusts its estimate of the overall transaction price.

Any such adjustments are recorded on a cumulative catch-up basis, which would affect collaboration and other research and development revenues in the period of adjustment.

Any such adjustments are allocated to the respective performance obligations and the amounts allocated to satisfied performance obligations are recognized in the periods when adjustments are made.

For arrangements that include sales-based royalties, including milestone payments based on the level of sales, and the license is deemed to be the predominant item to which the royalties relate, the Company recognizes revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied).

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In accruing service fees, the Company estimates the time period over which services will be performed and the level of effort to be expended in each period.

If the actual timing of the performance of services or the level of effort varies from the Company’s estimate, the accrual or prepaid is

adjusted accordingly.

If the actual timing of the performance of services or the level of effort varies from the Company’s estimate, the accrual or prepaid is adjusted accordingly.

The Company defers and capitalizes non-refundable advance payments made by the Company for research and development activities until the related goods are received or the related services are performed.

In circumstances where amounts have been paid in excess of costs incurred, the Company records a prepaid expense.

In-process Research and Development Assets

In-process research and development assets that are acquired in a transaction that does not qualify as a business combination under GAAP and that do not have an alternative future use are expensed in the period in which the assets are acquired.

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The Company expenses patent and patent application costs and related legal costs for the prosecution and maintenance of such patents and patent applications, including patents and patent applications the Company in-licenses, as incurred and classifies such costs as general and administrative expenses in the accompanying consolidated statements of operations.

Liability for Sale of Future Revenues

On October 3, 2024, the Company entered into a purchase and sale agreement (the “Purchase and Sale Agreement”) with DRI Healthcare Acquisitions LP (“DRI”) under which it sold, transferred, assigned, and conveyed to DRI certain future license fees and other payments (the “Purchased Receivables”) owed to the Company by Vertex under the terms of the Vertex License Agreement in exchange for an upfront cash payment by DRI to the Company of $ 57.0 million.

Under the Purchase and Sale Agreement, DRI is purchasing up to 100% of certain future fixed and sales-based annual license fees owed to the Company under the Vertex License Agreement, which fees range from $ 5.0 million to $ 40.0 million per year (inclusive of certain sales-based annual license fee increases) and a mid-double-digit percentage of a $ 50.0 million contingent upfront payment that the Company may receive under the Vertex License Agreement, in each case after subtracting amounts owing by the Company to Broad and Harvard (each term as defined in Note 8, respectively).

On October 3, 2024, the Company entered into the DRI Agreement under which it sold, transferred, assigned, and conveyed to DRI certain future license fees and other payments owed to the Company by Vertex under the terms of the Vertex License Agreement in exchange for an upfront cash payment by DRI to the Company of $ 57.0 million.

Under the DRI Agreement, DRI is purchasing up to 100% of certain future fixed and sales-based annual license fees that the Company is entitled to receive under the Vertex License Agreement, which fees range from $ 5.0 million to $ 40.0 million per year, including increases based on sales.

In addition, DRI is purchasing a mid-double-digit percentage of a $ 50.0 million contingent upfront payment that the Company may receive under the Vertex License Agreement.

All amounts above will be adjusted to exclude payments that the Company owes to Broad and Harvard, as defined in Note 8, Commitments and Contingencies.

The Company has retained rights to certain portions of certain sales-based annual license fees and the contingent upfront payment that may become due under the Vertex License Agreement, and the amounts that correspond to its licensor obligations.

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The gross proceeds of $ 57.0 million were recorded as a liability for the sale of future revenues, net of transaction costs of $ 1.8 million, which will be amortized over the estimated life of the arrangement using the effective interest method.

The Company estimates the effective interest rate used to record non-cash interest expense under the Purchase and Sale Agreement based on the estimate of future revenue payments to be made to DRI.

The Company estimates the effective interest rate used to record non-cash interest expense under the DRI Agreement based on the estimate of future revenue payments to be made to DRI.

As of December 31, 2025, the estimated effective interest rate under the agreement was 7.7 %.

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At each reporting date, the Company will reassess its estimate of total future payments to be made to DRI, and prospectively adjust the effective interest rate and amortization of the liability as necessary.

Refer to Note 16 for further details.

Refer to Note 16, Debt, for further information.

The Company accounts for leases in accordance with ASC Topic 842, Leases .

At the inception of an arrangement the Company determines whether the arrangement contains a lease.

If a lease is identified in an arrangement, the Company recognizes a right-of-use asset and liability on its balance sheet and determines whether the lease should be classified as a finance or operating lease.

If a lease is identified in an arrangement, the Company recognizes a right-of-use asset and a lease liability on its balance sheet and determines whether the lease should be classified as a finance or operating lease.

The Company does not recognize assets or liabilities for leases with lease terms of less than 12 months.

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A lease qualifies as a finance lease if any of the following criteria are met at the inception of the lease:

the fair value of the leased asset, and (v) the nature of the leased asset is specialized to the point that it is expected to provide the lessor no alternative use at the end of the lease term.

(i) there is a transfer of ownership of the leased asset to the Company by the end of the lease term, (ii) the Company holds an option to purchase the leased asset that it is reasonably certain to exercise, (iii) the lease term is for a major part of the remaining economic life of the leased asset, (iv) the present value of the sum of lease payments equals or exceeds substantially all of the fair value of the leased asset, and (v) the nature of the leased asset is specialized to the point that it is expected to provide the lessor no alternative use at the end of the lease term.

All other leases are recorded as operating leases.

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If the rate is not readily determinable, the Company utilizes its incremental borrowing rate at the lease commencement date.

Operating lease assets are further adjusted for prepaid or accrued lease payments.

Lease assets are further adjusted for prepaid or accrued lease payments.

Operating lease payments are expensed using the straight-line method as an operating expense over the lease term.

Finance lease assets are amortized to depreciation expense using the straight-line method over the shorter of the useful life of the related asset or the lease term.

Finance lease payments are bifurcated into (i) a portion that is recorded as imputed interest expense and (ii) a portion that reduces the finance liability associated with the lease.

Finance lease payments are

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bifurcated into (i) a portion that is recorded as imputed interest expense and (ii) a portion that reduces the finance liability associated with the lease.

The Company does not separate lease and non-lease components when determining which lease payments to include in the calculation of its lease assets and liabilities.

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Stock-based Compensation Expense

The Company accounts for all stock-based awards granted to employees and non-employees as stock-based compensation expense at fair value in accordance with FASB ASC Topic 718 Compensation—Stock Compensation (“ASC 718”).

The Company accounts for all stock-based awards granted to employees and non-employees as stock-based compensation expense at fair value in accordance with ASC Topic 718, Compensation—Stock Compensation (“ASC 718”).

The Company estimates the grant date fair value of restricted stock based on the market value of the Company’s common stock on the date of the grant.

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The Company calculates historical volatility based on a period of time commensurate with the expected term.

The Company uses the simplified method as prescribed by the Securities and Exchange Commission’s Staff Accounting Bulletin No.

107, Share-Based Payment, to calculate the expected term for options granted to employees as the Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate the expected term.

The Company uses the simplified method as prescribed by ASC 718 to calculate the expected term for options granted to employees as the Company is unable to rely on historical exercise data to provide a reasonable basis upon which to estimate the expected term.

For options granted to non-employees, the Company utilizes the contractual term of the arrangement as the basis for the expected term.

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The Company uses an assumed dividend yield of zero as the Company has never paid dividends and does not have current plans to pay any dividends on its common stock.

Restricted stock awards (“RSAs”) are subject to repurchase rights.

Accordingly, the Company has recorded the proceeds from the issuance of RSAs as a liability in the consolidated balance sheets.

The restricted stock liability is reclassified into stockholders’ equity as the restricted stock vests.

Service-Based Awards

For stock-based awards issued to employees, non-employee service providers and members of the Company’s board of directors (the “Board”), the Company recognizes the grant date fair value of the service-based options, RSAs or restricted stock unit awards (“RSUs”) on a straight-line basis over the requisite service period, which is generally the vesting period of the respective award.

For stock-based awards issued to employees, non-employee service providers, and members of the Company’s board of directors (the “Board”), the Company recognizes the grant date fair value of the service-based options or restricted stock units (“RSUs”) on a straight-line basis over the requisite service period, which is generally the vesting period of the respective award.

If an employee or non-employee service requirement is concluded to be non-substantive, the stock-based compensation expense would be expensed immediately.

Market-Based Awards

For market-based awards, the Company recognizes the grant date fair value of the market-based options over the earlier of the derived service period, pursuant to a Monte-Carlo simulation model, or when the market-based vesting conditions are met.

The Company estimates an award's derived service period based on the best estimate of the period over which an award's vesting condition(s) will be achieved.

If the market-based vesting conditions are met ahead of the derived service period, the expense will be accelerated.

If the market-based vesting conditions are not met and the market-based award is cancelled, the expense will not be reversed unless the market-based award is forfeited.

Performance-Based Awards

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Certain awards are subject to both performance and continued service conditions.

The Company classifies stock-based compensation expense in its consolidated statement of operations and comprehensive loss in the same manner in which the award recipient’s salary or service payments are classified.

The Company classifies stock-based compensation expense in its consolidated statements of operations in the same manner in which the award recipient’s salary or service payments are classified.

Forfeitures are recorded as they occur.

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The Company records this expense as a research and development expense in its consolidated statements of operations.

The arrangements and payments are described more fully in Note 8.

The arrangements and payments are described more fully in Note 8, Commitments and Contingencies.

The payments are payable in either cash, common stock, or promissory notes payable, depending upon the licensor and the Company’s election.

If the Company elects to issue a promissory note relating to contractual obligations, the promissory note bears interest at 4.8 % per annum.

Outstanding principal and accrued interest on the promissory notes are typically payable on the earlier of five months or a specified period of time following a Company sale or change of control event, subject to certain exceptions.

Outstanding principal and accrued interest on the promissory notes

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are typically payable on the earlier of five months or a specified period of time following a Company sale or change of control event, subject to certain exceptions.

Restructuring

The Company records liabilities for costs associated with restructuring activities in the period in which the liability is incurred.

Typical costs associated with restructuring activities include, employee termination benefits, contract termination costs and on-going contract costs for which there is no economic benefit.

For costs associated with employee terminations in which the employee is subject to an existing benefit arrangement, the post-employment benefits are recognized when probable and estimable.

Other employee termination costs are measured and recognized on the communication date, unless there is a required future service period, in which case, the expense is recognized over the service period.

Contract termination costs are recognized upon termination of the contract and costs for on-going contracts for which there is no future benefit, are recognized at fair value on the cease-use date.

The Company has made estimates and judgments regarding the amount and timing of its restructuring expense and liability, including current and future period termination benefits and other exit costs to be incurred when related actions take place.

Restructuring charges are reflected in the Company's consolidated statements of operations.

Actual results may differ from these estimates.

Refer to Note 17, Restructuring and Impairment Charges, for further information.

Income taxes are recorded in accordance with ASC Topic 740, Income Taxes (“ASC 740”), which provides for deferred taxes using an asset and liability approach.

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Comprehensive Loss

Comprehensive loss currently consists of net loss and changes in unrealized gains and losses on marketable securities.

Comprehensive loss consists of net loss and changes in unrealized gains and losses on marketable securities.

Segment Information

Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker, or CODM, in deciding how to allocate resources and assess performance.

The Company and the Company’s CODM, the Company’s Chief Executive Officer, or CEO, view the Company’s operations and manage the Company’s business as a single operating segment, which is the business of developing and commercializing genome editing technology.

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

The Company and the Company’s CODM, the Company’s Chief Executive Officer (the “CEO”), view the Company’s operations and manage the Company’s business as a single operating segment, which is the business of developing and commercializing gene editing technology.

Recently Adopted Accounting Pronouncements

In November 2023, the FASB issues ASU 2023-07 Segment Reporting - Improvements to Reportable Segment Disclosures which amends Topic 280 by enhancing segment reporting by requiring more detailed expense information for each reportable segment.

Under the guidance, public entities are required to disclose (1) significant segment expense categories and amounts as those regularly provided to the CODM for each reportable segment and how the CODM uses the reported measures of a segment’s profit or loss to assess segment performance and decide how to allocate resources;

(2) the amount and composition of other segment items included in reported segment profit or loss, and (3) the CODM’s position and title.

Additionally, multiple measures of a segment’s profit or loss may be reported, under certain conditions, and single reportable segment entities must apply Topic 280 in its entirety.

Refer to Note 18 for additional information on the Company’s segment reporting.

The total of the reportable segment’s amount for the measure of profit or loss is to be reconciled to the public entity’s consolidated income before income taxes and discontinued operations.

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

The Company adopted the ASU as of and for the period ended December 31, 2024.

Recently Issued Accounting Pronouncements

In November 2024, the FASB issued ASU 2024-03 Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses , which is intended to improve the disclosure of expenses by providing more detailed information about the types of expenses in commonly presented expense captions.

The amendments in this ASU are effective for annual reporting periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027.

Early adoption is permitted.

The amendments can be applied either prospectively or retrospectively.

The Company has not early adopted this ASU and is currently evaluating the impact of this new standard on its consolidated financial statements and related disclosures.

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

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This guidance is intended to enhance the transparency and decision-usefulness of income tax disclosures.

The amendments in ASU 2023-09 address investor requests for enhanced income tax information primarily through changes to disclosure regarding rate reconciliation and income taxes paid both in the United States and in foreign jurisdictions.

ASU 2023-09 is effective for fiscal years beginning after December 15, 2024 on a prospective basis, with the option to apply the standard retrospectively.

The amendments in ASU 2023-09 require more detailed information in the income tax rate reconciliation and income taxes paid disaggregated by jurisdiction, among other enhancements.

ASU 2023-09 is effective for fiscal years beginning after

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December 15, 2024 on a prospective basis, with the option to apply the standard retrospectively.

Early adoption was permitted.

ASU 2023-09 applies to disclosure requirements only.

The Company retrospectively adopted the ASU as of December 31, 2025 and provided the required annual disclosures in its consolidated financial statements for the periods ending December 31, 2025 and December 31, 2024.

Refer to Note 14, Income Taxes, for additional information on the Company’s income taxes.

Recently Issued Accounting Pronouncements

In November 2024, the FASB issued ASU 2024-03 Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses , which is intended to improve the disclosures about a public business entity’s expenses by providing more detailed information about the types of expenses in commonly presented expense captions.

The amendments in ASU 2024-03 are effective in the first annual reporting period beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027 as clarified in ASU 2025-01 Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

Clarifying the Effective Date .

Early adoption is permitted.

The Company is currently evaluating this guidance to determine the impact it may have on its consolidated financial statement disclosures.

The amendments can be applied either prospectively or retrospectively.

The Company is currently evaluating the impact of this new standard in its consolidated financial statements and related disclosures.

In October 2023, the FASB issued ASU 2023-06 Disclosure Improvements:

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Cash Equivalents and Marketable Securities

Cash equivalents and marketable securities consisted of the following at December 31, 2024 (in thousands):

Cash equivalents consisted of the following at December 31, 2025 (in thousands):

December 31, 2025 Amortized

Cost Allowance

Cash equivalents and marketable securities:

Cash equivalents:

Money market funds $ 146,645 $ — $ — $ — $ 146,645

Treasuries 131,582 — 289 131,871

Government agency securities — — — — —

Corporate notes/bonds 6,522 — — ( 21 ) 6,501

Total $ 146,645 $ — $ — $ — $ 146,645

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Total $ 269,645 $ — $ 289 $ ( 21 ) $ 269,913

The Company's available-for-sale securities are subject to a periodic impairment review.

A debt security is considered to be impaired when its fair value is less than its carrying cost, in which case the Company would further review the investment to determine whether it is other-than-temporarily impaired.

When evaluating an investment for other-than-temporary impairment, the Company reviews factors such as the length of time and extent to which fair value has been below cost basis, the financial condition of the issuer and any changes thereto, intent to sell, and whether it is more likely than not we will be required to sell the investment before the recovery of its cost basis.

If an investment is other-than-temporarily impaired or subject to credit losses, the Company writes it down through the statement of operations and comprehensive loss to its fair value and establishes that value as a new cost basis for the investment.

We determined that none of our available-for-sale securities were other-than-temporarily impaired as of December 31, 2024 and 2023, and we did not hold any marketable securities that had been in an unrealized loss position for more than twelve months.

As such, the Company believes that it is more likely than not that investments will be held until maturity or a forecasted recovery of fair value.

Based on our procedures under the expected credit loss model, including an assessment of unrealized losses in our portfolio, the Company concluded that any unrealized losses on marketable securities were not attributable to credit and, therefore, did not record an allowance for credit losses for these securities as of December 31, 2024 and 2023.

As of December 31, 2024, the Company holds no securities with remaining maturities greater than one year .

As summarized in the tables immediately above, the Company’s marketable securities had immaterial unrealized losses as of December 31, 2024.

As of December 31, 2025, the Company did not hold available-for-securities.

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Fair Value Measurements

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Money market funds $ 146,645 $ 146,645 $ — $ —

Marketable securities:

Corporate bonds 6,501 — 6,501 —

Treasuries 131,871 131,871 — —

Restricted cash and other non-current assets:

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Total financial assets $ 273,790 $ 267,289 $ 6,501 $ —

The fair value of the Company’s liability for sale of future revenues approximates the amount recorded on the Company’s balance sheet as of December 31, 2025 and 2024, which represents a level 3 fair value measurement.

Property and Equipment, Net

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

2024 December 31,

Laboratory and manufacturing equipment $ 29,128 $ 25,043

Laboratory equipment $ 21,558 $ 29,128

Leasehold improvements 8,403 11,749

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Property and equipment, net $ 3,542 $ 14,497

The Company recorded $ 5.8 million, $ 6.1 million, and $ 6.3 million in depreciation expense during the years ended December 31, 2024, 2023 and 2022, respectively.

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The Company recorded $ 5.3 million and $ 5.8 million in depreciation expense during the years ended December 31, 2025 and 2024, respectively.

Accrued Expenses

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Employee termination benefits 1,555 10,475

Contract termination costs 1,757 —

Restructuring contract costs 7,769 1,757

Other expenses 556 808

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The Company’s lease agreements have escalating rent clauses, which require higher rent payments in future years.

The Company has two significant leases for office and laboratory space located in Cambridge, Massachusetts, and one significant lease for manufacturing space in Devens, Massachusetts.

The Company’s leases are included on its consolidated balance sheet as follows (in thousands):

The Company has one significant lease for office and laboratory space located in Cambridge, Massachusetts.

The term of the lease began on October 1, 2016 and continues until October 2028.

The Company does not have the option to extend the term of the lease at the termination date.

In 2023, the Company entered into a license and service agreement under which it leased manufacturing space for its continued research and development activities to support the Company’s former reni-cel program.

The lease commenced on April 1, 2024.

In January 2025, the Company provided termination notice for the license and service agreement, which resulted in a scheduled lease termination date in July 2026 and $ 8.9 million of remaining payments owed.

In April 2025, the Company entered into a modification to the lease to accelerate the lease termination date to April 30, 2025 with a final fixed payment of $ 3.7 million.

As the lease modification resulted from the Discontinuation, as defined in Note 17, Restructuring and Impairment Charges, the Company recorded an expense for the final fixed payment in restructuring and impairment charges in the consolidated statement of operations during the year ended December 31, 2025.

The Company’s operating leases included in its consolidated balance sheets as follows (in thousands):

2025 December 31,

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Operating lease liabilities, current $ ( 6,031 ) $ ( 14,652 )

Operating lease liabilities, noncurrent $ ( 20,380 ) $ ( 24,372 )

During the years ended December 31, 2024, 2023 and 2022, the Company recorded $ 21.0 million, $ 15.2 million and $ 13.6 million of expense related to operating lease costs and $ 2.8 million, $ 3.3 million and $ 3.0 million related to variable costs associated with the Company’s operating leases.

Operating lease liabilities, non-current $ ( 12,071 ) $ ( 20,380 )

During the years ended December 31, 2025 and 2024, the Company recorded $ 14.8 million and $ 21.0 million, respectively, of expense related to operating lease costs and $ 2.6 million and $ 2.8 million, respectively, related to variable costs associated with the Company’s operating leases.

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Maturities of the Company’s lease liabilities as of December 31, 2025 were as follows (in thousands):

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December 31, 2025

2025 $ 17,143

Total minimum lease payments $ 20,465

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The Company is a party to a number of license agreements under which the Company licenses patents, patent applications, and other intellectual property from third parties.

As such, the Company is obligated to reimburse licensors for various costs including upfront licenses fees, annual license fees, certain licensor expense reimbursements, success payments, research funding payments, and milestones triggerable upon certain development, regulatory, and commercial events as well as royalties on future products.

As such, the Company is obligated to pay licensors for various costs including upfront license fees, annual license fees, certain licensor expense reimbursements, success payments, research funding payments, and milestones triggerable upon certain development, regulatory, and commercial events as well as royalties on future product sales.

These contracts are generally cancellable, with notice, at the Company’s option and do not have significant cancellation penalties.

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In 2018, the Company entered into a sponsored research agreement, which was amended in January 2021 (as amended, the “Sponsored Research Agreement”) with The Broad Institute, Inc.

The Sponsored Research Agreement provides for Broad to conduct research useful or relevant to genome editing in the field of genomic medicines for the prevention or treatment of human disease with funding from the Company.

The Sponsored Research Agreement provides for Broad to conduct research useful or relevant to gene editing in the field of genomic medicines for the prevention or treatment of human disease with funding from the Company.

Under the Sponsored Research Agreement, Broad granted to the Company an exclusive right of first negotiation for licenses from Broad with respect to patentable inventions developed by Broad in the course of the sponsored research, subject to certain limitations and retained rights (“Sponsored Invention Licenses”).

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The Sponsored Research Agreement is terminable by each party upon the occurrence of specified bankruptcy events of the other party and otherwise will continue in effect until the remaining Market Cap Research Funding payments are received by Broad and such time as the Company has no further rights of first negotiation for Sponsored Invention Licenses, unless otherwise mutually agreed between the parties.

Broad & Harvard License Agreements

Broad and Harvard License Agreements

The Company has entered into agreements with Broad and the President and Fellows of Harvard College (“Harvard”) to license certain patent rights owned or co-owned by the institutions.

The foundational patent rights that were in-licensed by the Company include Cas9-I (as amended and restated to date, the “Cas9-I License Agreement”), Cas12a

(formerly known as Cpf1) (as amended, the “Cpf1 License Agreement”), and Cas9-II (as amended, the “Cas9-II License Agreement”) (collectively referred to herein as the “License Agreements”).

The Company received exclusive, worldwide, royalty-bearing, sublicensable licenses to certain patent rights to develop and commercialize licensed product and a non-exclusive, worldwide, royalty-bearing sublicensable license under the same patent rights for all other purposes, subject to certain limitations and retained rights.

The foundational patent rights that were in-licensed by the Company include Cas9-I (as amended and restated to date, the “Cas9-I License Agreement”), Cas12a (formerly known as Cpf1) (as amended, the “Cpf1 License Agreement”), and Cas9-II (as amended, the “Cas9-II License Agreement”) (collectively referred to herein as the “License Agreements”).

The Company received exclusive, worldwide,

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royalty-bearing, sublicensable licenses to certain patent rights to develop and commercialize licensed product and a non-exclusive, worldwide, royalty-bearing sublicensable license under the same patent rights for all other purposes, subject to certain limitations and retained rights.

The Company is obligated to use commercially reasonable efforts to research, develop, and commercialize licensed products.

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Licensor Expense Reimbursements

The Company is obligated to reimburse to Broad and Harvard for expenses incurred by each of them associated with the prosecution and maintenance of the patent rights that the Company licenses from them pursuant to the license agreement by and among the Company, Broad and Harvard, including the interference and opposition proceedings involving patents licensed to the Company under the license agreement, and other license agreements between the Company and Broad.

The Company is obligated to reimburse Broad and Harvard for expenses incurred by each of them associated with the prosecution and maintenance of the patent rights that the Company licenses from them pursuant to the Cas9-I License Agreement, including the interference and opposition proceedings involving patents licensed to the Company under the license agreement, and other license agreements between the Company and Broad.

As such, the Company anticipates that it has a substantial commitment in connection with these proceedings until such time as these proceedings have been resolved, but the amount of such commitment is not determinable.

The Company incurred an aggregate of $ 8.2 million, $ 7.5 million, and $ 8.8 million in expense during the years ended December 31, 2024, 2023 and 2022, respectively, for such reimbursement.

The Company incurred an aggregate of $ 11.3 million and $ 8.2 million in expense during the years ended December 31, 2025 and 2024, respectively, for such reimbursement.

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Success Payments

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Collaboration Revenue

As of December 31, 2024, the Company’s contract liabilities were primarily related to the Company’s collaboration with BMS and the Company's license agreement with Vertex.

As of December 31, 2025, the Company’s contract liabilities were primarily related to the Company’s collaboration with BMS.

The following table presents changes in the Company’s accounts receivable and contract liabilities for the year ended December 31, 2025 (in thousands):

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Deferred revenue $ 60,425 $ — $ ( 15,916 ) $ 44,509

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During the years ended December 31, 2025 and 2024, the Company recognized the following collaboration revenue (in thousands):

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Amendment to BMS Collaboration Agreement

In March 2024, the Company entered into an amendment (“2024 Amendment”) to the Second Amended and Restated Collaboration and License Agreement, dated as of November 11 2019, by and between the Company and Juno Therapeutics (the “2019 Collaboration Agreement”) extend the collaboration to November 2026, with options to extend the collaboration for up to an additional two years , and provided BMS the ability to select up to three new gene targets for research.

In November 2019, the Company entered into the Second Amended and Restated Collaboration and License Agreement with BMS (the “2019 Collaboration Agreement”) to focus on the research, development, and commercialization of autologous and allogenic alpha-beta T cell medicines for the treatment of all diseases, subject to certain exceptions.

The Company may develop genome editing tools, specific to a gene target and enzyme combination (or a “Program”) that, following the exercise of BMS’ option and the Company’s grant of a license, BMS may use in its development of gene edited alpha-beta T-cell therapies and certain other T-cell derived from pluripotent stem cells or any other precursor cell for the treatment of all diseases, subject to certain exceptions (the “BMS Field”).

To assess the Programs prior to opt-in, the Company granted BMS a non-exclusive perpetual research license in the BMS Field.

If BMS exercises their option to the Program, they receive an exclusive, worldwide, development and commercialization license in the BMS Field for a nominal option exercise fee.

The BMS License Agreement provided that the Company would manufacture clinical grade materials through a Phase 1 clinical trial if requested by BMS at an incremental cost to be negotiated by the parties.

However, BMS has sole responsibility, at its own cost, for the worldwide research, development, manufacturing, and commercialization of its products.

They must use commercially reasonable efforts and meet certain regulatory and commercial diligence requirements.

On a product-by-product basis, the Company is eligible to receive up to $ 27.5 million in development milestones and $ 107.5 million in regulatory milestones.

The Company is also eligible to receive up to an aggregate of $ 60.0 million for each of the first two licensed products to reach certain sales milestones.

The Company is entitled to a high-single digit to low double-digit percentage of royalties on net sales of licensed products, subject to reductions in certain circumstances, through the later of the expiration of the patent(s) related to the licensed products or six years post-first commercial sale of such licensed products.

In March 2024, the Company entered into an amendment (“2024 Amendment”) to the 2019 Collaboration Agreement to extend the collaboration until November 2026, with options to extend the collaboration for up to an additional two years , and provided BMS the ability to select up to three new gene targets for research.

As of December 31, 2025, one extension option has expired, and BMS retains the right to extend the collaboration for one additional year.

Accounting Assessment

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The Company has identified the following performance obligations under the 2024 Amendment:

eighteen material rights for additional development and commercialization licenses for other gene editing tools specific to a gene target and enzyme combination (or a “Program”).

As of December 31, 2024 the total transaction price was approximately $ 56.7 million, comprised of the remaining deferred revenue balance that was not recognized pursuant to the 2019 Amended Collaboration Agreement.

eighteen material rights for development and commercialization licenses for other gene editing tools specific to a gene target and enzyme combination (or a “Program”).

The Company also evaluated the (i) the research license, (ii) contract term extensions, (iii) clinical supply arrangement, (iv) participation by employees on the oversight committee, alliance and technology transfer teams and (v) certain intellectual property rights and concluded that none of these met the definition of a performance obligation as a result of the promise being quantitively and qualitatively immaterial in the context of the arrangement or the promise did not convey a material right to BMS.

The Company also concluded that there was not an implicit promise to perform research and development services.

At the inception of the 2024 Amendment in March 2024, the total transaction price of the 2024 Amendment was approximately $ 56.7 million, comprised of the remaining deferred revenue balance that was not recognized pursuant to the 2019 Amended Collaboration Agreement.

The Company utilized the most likely amount method to estimate any development and regulatory milestone payments to be received, as well as extension term fees.

As of December 31, 2024, there were no milestone or extension term fees included in the transaction price.

The Company considers the stage of development and the risks associated with the remaining development required to achieve the milestone, as well as whether the achievement of the milestone is outside the control of the Company or BMS.

The outstanding milestone payments and extension term fees were fully constrained as of December 31, 2024, as a result of the uncertainty of whether any of the milestones will be achieved or the term would be extended.

There were no milestone or

Table of Co ntents

extension term fees included in the initial transaction price.

The outstanding milestone payments and extension term fees were fully constrained at the 2024 Amendment inception, as a result of the uncertainty of whether any of the milestones will be achieved or the term would be extended.

The Company has determined that any commercial milestones and sales-based royalties will be recognized when the related sales occur.

The Company reevaluates the transaction price at each reporting period and as uncertain events are resolved or other changes in circumstances occur.

The Company concluded that rights and attributes of each of the development and commercialization licenses are identical for both the license granted at inception and the licenses that may be issued in the future upon exercise of the associated option.

The Company concluded that the rights and attributes of each of the development and commercialization licenses are identical for both the license granted at inception and the licenses that may be issued in the future upon exercise of the associated option.

Each development and commercialization license is differentiated only by the Program to which it relates.

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The Company will recognize the transaction price allocated to each material right when the material right is exercised, lapsed, or expired.

During the years ended December 31, 2024, 2023 and 2022, the Company recognized $ 18.1 million, $ 4.5 million and $ 18.8 million of revenue related to BMS.

As of December 31, 2024, the Company recorded $ 50.2 million of deferred revenue, of which $ 50.2 million is classified as long-term on the Company's consolidated balance sheets.

During the years ended December 31, 2025 and 2024, the Company recognized $ 23.2 million and $ 18.1 million of revenue, respectively, related to BMS.

As of December 31, 2025, the Company recorded $ 40.5 million of deferred revenue, of which $ 40.5 million is classified as long-term in the Company's consolidated balance sheets.

Beam Therapeutics License Agreement

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(“Beam,” and such agreement, the “Beam License Agreement”).

Pursuant to the Beam License Agreement, the Company granted to Beam a worldwide, exclusive (subject to certain exceptions), sublicensable (subject to certain conditions), development and

commercialization license under certain intellectual property controlled by the Company for the use of base editing therapies for the treatment of any field of human diseases and conditions, such to certain exceptions.

Pursuant to the Beam License Agreement, the Company granted to Beam a worldwide, exclusive (subject to certain exceptions), sublicensable (subject to certain conditions), development and commercialization license under certain intellectual property controlled by the Company for the use of base editing therapies for the treatment of any field of human diseases and conditions, such to certain exceptions.

Additionally, the Company granted Beam a non-exclusive research license.

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The consideration associated with the exercise of the option(s) will be accounted for if and when Beam elects to exercise their options.

The other forms of consideration, including nominal cost reimbursement for past patent and license fees and sublicense income reimbursement are based on the most-likely amount and were excluded from the initial transaction price as the most likely amount was estimated to be zero or the amount was otherwise fully constrained due to the significant uncertainties surrounding each payment.

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as the most likely amount was estimated to be zero or the amount was otherwise fully constrained due to the significant uncertainties surrounding each payment.

The commercial-based milestone reimbursement and the sales-based royalty payments will be recognized when the related sales occur as they were determined to relate predominantly to the licenses granted and therefore have also been excluded from the transaction price.

Since both of the performance obligations were delivered at the inception of the arrangement and the licenses were made available for Beam’s use and benefit, the Company recognized the total transaction price at the inception of the agreement.

During the years ended December 31, 2024, 2023 and 2022, the Company recognized revenue under the Beam License Agreement of approximately $ 0.8 million, $ 0.2 million and $ 0.3 million, respectively.

During the years ended December 31, 2025, the Company recognized revenue under the Beam License Agreement of approximately $ 0.2 million.

During the years ended December 31, 2024, the Company recognized revenue under the Beam License Agreement of approximately $ 0.8 million.

Vertex Pharmaceuticals License Agreement

On December 12, 2023, the Company and Vertex entered into a license agreement.

Under terms of the agreement, Vertex obtained a non-exclusive license for Editas Medicine’s Cas9 gene editing technology for ex vivo gene editing medicines targeting the BC11A gene in the fields of sickle cell disease and beta thalassemia, including exagamglogene autotemcel (exa-cel).

In connection with the license agreement License Agreement, the Company received an upfront payment of $ 50.0 million.

The Company is also eligible to receive annual license fees ranging from $ 10.0 million to $ 40.0 million annually, inclusive of certain fixed and sales-based annual license fee increases, through 2034 and other contingent fees of $ 50.0 million.

On December 12, 2023, the Company and Vertex entered into the Vertex License Agreement.

Under terms of the agreement, Vertex obtained a non-exclusive license for the Company’s Cas9 gene editing technology for ex vivo gene editing medicines targeting the BC11A gene in the fields of sickle cell disease and beta thalassemia, including exagamglogene autotemcel (exa-cel).

In connection with the Vertex License Agreement, the Company received an upfront payment of $ 50.0 million.

The Company is also eligible to receive annual license fees ranging from $ 5.0 million to $ 40.0 million annually through 2034, inclusive of certain fixed and sales-based annual license fee increases, and other contingent fees of $ 50.0 million.

Accounting Assessment

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Preferred Stock

The Company’s amended and restated certificate of incorporation authorized 5,000,000 shares of undesignated preferred stock that may be issued from time to time by the Board in one or more series.

The Company’s amended and restated certificate of incorporation authorizes 5,000,000 shares of undesignated preferred stock that may be issued from time to time by the Board of Directors in one or more series.

As of December 31, 2025, the Company had no shares of preferred stock issued or outstanding.

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The holders of shares of common stock are entitled to one vote for each share of common stock held at any meeting of stockholders and at the time of any written action in lieu of a meeting.

The holders of shares of common stock are entitled to receive dividends, if and when declared by the Board.

Cash dividends may not be declared or paid to holders of shares of common stock until all unpaid dividends on any outstanding redeemable convertible preferred stock have been paid in accordance with their terms.

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The holders of shares of common stock are entitled to receive dividends, if and when declared by the Board of Directors.

No dividends have been declared or paid by the Company since its inception.

2015 Stock Incentive Plan

In September 2013, the board of directors adopted the 2013 Stock Incentive Plan, which was subsequently amended (as amended, the “2013 Plan”), which provides for the grant of incentive stock options and nonqualified stock options or other awards including restricted stock awards, unrestricted stock awards, and restricted stock units to the Company’s employees, officers, directors, advisors, and consultants for the purchase of up to 1,057,692 shares of the Company’s common stock, which has been amended several times, and as of July 2015, a total of 6,317,769 shares were reserved.

The terms of stock awards agreements, including vesting requirements, are determined by the board of directors and are subject to the provisions of the 2013 Plan.

The stock options granted to employees generally vest over a four-year period and expire ten years from the date of grant.

Certain awards contain performance based vesting criteria.

There has only been one such award to date.

Certain options provide for accelerated vesting in the event of a change in control, as defined in the applicable options.

Awards granted to non-employee consultants generally vest monthly over a period of one to four years .

In connection with the Company’s initial public offering (“IPO”), the Board determined to grant no further awards under the 2013 Plan.

2015 Stock Incentive Plan

The Board adopted and the Company’s stockholders approved the 2015 stock incentive plan (the “2015 Plan”).

The 2015 Plan provides for the grant of incentive stock options, nonstatutory stock options, restricted stock awards,

restricted stock units, stock appreciation rights and other stock-based awards.

The Board of Directors approved, and in May 2025, the Company’s stockholders approved the amendment and restatement of the Company’s 2015 stock incentive plan (the “2015 Plan”).

The 2015 Plan provides for the grant of incentive stock options, nonstatutory stock options, restricted stock awards, restricted stock units, stock appreciation rights, and other stock-based awards.

The Company’s employees, officers, directors, and consultants and advisors are eligible to receive awards under the 2015 Plan.

The number of shares reserved for issuance under the 2015 Plan is subject to further increases for (a) any additional shares of the Company’s common stock subject to outstanding awards under the 2013 Plan that expire, terminate, or are otherwise surrendered, cancelled, forfeited, or repurchased by the Company at their original issuance price pursuant to a contractual repurchase right and (b) annual increases, to be added as of the first day of each fiscal year, from January 1, 2017 until, and including, January 1, 2026, equal to the lowest of 2,923,076 shares of common stock, 4 % of the number of shares of common stock outstanding on such first day of the fiscal year in question and an amount determined by the Company’s board of directors.

In January 2025, the remaining shares reserved but unissued under the 2015 Plan increased to 12,248,887 shares pursuant to the annual increase described in the prior sentence.

The amendment and restatement of the 2015 Plan extended the term of the 2015 Plan for an additional 10 years from the date on which it was approved by the stockholders, eliminated the “evergreen” provisions of the original plan and made certain other updates as further described in the Company’s definitive proxy statement for the 2025 annual meeting of stockholders, as filed on April 15, 2025.

As of December 31, 2025, there were 12,263,083 shares reserved but unissued under the 2015 Plan.

2015 Employee Stock Purchase Plan

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The first offering under the 2015 ESPP opened on December 1, 2017.

In January 2025, the board of directors determined that there should be no increase in shares available under the 2015 ESPP for 2025.

As of December 31, 2025, there were 2,685,252 shares reserved but unissued under the 2015 ESPP.

In January 2026, the Board of Directors determined that there should be no increase in shares available under the 2015 ESPP.

Inducement Awards

From time to time the Board approves inducement awards to certain employees outside of the existing equity compensation plans in connection with such employees commencing employment with the Company.

From time to time the Board of Directors approves inducement awards to certain employees outside of the existing equity compensation plans in connection with such employees commencing employment with the Company.

Inducement awards are typically a service-based option and a restricted stock unit and are subject to the Company’s typical vesting terms and the employee’s continued service relationship with the Company through the applicable vesting dates.

In May 2023, July 2023 and September 2023, the Board approved three inducement grants to the Company’s recently hired Chief Financial Officer, Chief Scientific and Chief Commercial and Strategy Officer, respectively.

As of December 31, 2025, the outstanding inducement awards related to a June 2022 and a July 2023 grant to the Company’s Chief Executive Officer and Chief Scientific Officer, respectively, totaling 1,085,709 shares.

Shares Reserved for Future Issuance

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24,011,790 22,692,016

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Stock-Based Compensation

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Total stock-based compensation expense $ 10,000 $ 21,417

Restricted Stock and Restricted Stock Unit Awards

The following table summarizes restricted stock and restricted stock unit awards activity for the instruments discussed above as of December 31, 2024 and 2023 is as follows:

Restricted Stock Units

The following table summarizes restricted stock units activity for the instruments discussed above as of December 31, 2025 and 2024 is as follows:

Shares Weighted

Unvested restricted stock and restricted stock unit awards as of December 31, 2023 2,107,147 $ 11.96

Unvested restricted stock units as of December 31, 2024 2,326,523 $ 9.78

Issued 1,560 $ 1.26

1 unchanged sentence

Forfeited ( 1,255,622 ) $ 9.97

Unvested restricted stock and restricted stock unit awards as of December 31, 2024 2,326,523 $ 9.78

The expense related to restricted stock and restricted stock unit awards granted for the years ended December 31, 2024, 2023 and 2022 was $ 5.3 million, $ 5.1 million, and $ 7.9 million, respectively.

The restricted stock and restricted stock units granted in the year ended December 31, 2024 include 422,000 units granted to certain employees that contain performance-based vesting provisions.

The expense related to the performance-based vesting of restricted stock units was $ 3.5 million, $ 0.5 million and $ 4.4 million for the years ended December 31, 2024, 2023 and 2022, respectively.

As of December 31, 2024, total unrecognized compensation expense related to unvested restricted stock and restricted stock unit awards was $ 12.2 million, which the Company expects to recognize over a remaining weighted-average period of 2.3 years.

Unvested restricted stock units as of December 31, 2025 595,730 $ 9.11

The expense related to restricted stock units granted for the years ended December 31, 2025 and 2024 was $ 1.8 million and $ 5.3 million, respectively.

During the year ended December 31, 2025, there were no restricted stock units granted that contain performance-based vesting provisions.

There was no expense recognized related to performance-based vesting of restricted stock units for the year ended December 31, 2025.

The expense related to the performance-based vesting of restricted stock units was $ 3.5 million for the year ended December 31, 2024.

As of December 31, 2025, total unrecognized compensation expense related to unvested restricted stock units was $ 2.6 million, which the Company expects to recognize over a remaining weighted-average period of 1.4 years.

Stock Options

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Exercised ( 41,430 ) $ 1.70

Cancelled ( 1,436,662 ) $ 30.43

Expired ( 1,900,337 ) $ 18.26

Forfeited ( 3,066,191 ) $ 5.69

Outstanding at December 31, 2025 8,403,694 $ 8.37 7.65 $ 1,395

Exercisable at December 31, 2025 3,814,200 $ 14.63 6.10 $ 216

The total intrinsic value of options exercised for the years ended December 31, 2024, 2023 and 2022 was $ 0.04 million, $ 0.03 million, and $ 0.09 million, respectively.

Table of Co ntents

The total intrinsic value of options exercised for the year ended December 31, 2025, was $ 0.1 million.

The total intrinsic value of options exercised for the year ended December 31, 2024 was less than $ 0.1 million.

Using the Black-Scholes option pricing model, the weighted average fair value of options containing service-based vesting granted during the years ended December 31, 2025 and 2024 was $ 1.30 and $ 5.62 , respectively.

The expense related to options containing service-based vesting was $ 12.2 million, $ 13.9 million, and $ 14.1 million for the years ended December 31, 2024, 2023, and 2022, respectively.

The expense related to options containing service-based vesting was $ 8.1 million and $ 12.2 million, for the years ended December 31, 2025 and 2024, respectively.

The fair value of each service-based vesting option issued was estimated at the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions:

2024 2023 2022

Expected volatility 84.4 % 75.6 %

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The 401(k) Plan covers all employees who meet defined minimum age and service requirements and allows participants to defer a portion of their annual compensation on a pretax basis.

Effective in 2017, the Company will provide a 200 % match of employee contributions up to a limit on the Company’s contributions of the lesser of $ 7,000 and 3 % of the employee’s salary.

The Company made $ 1.7 million, $ 1.2 million, and $ 1.4 million in contributions to the 401(k) Plan for the years ended December 31, 2024, 2023 and 2022, respectively.

The Company provides a 200 % match of employee contributions up to a limit on the Company’s contributions of the lesser of $ 7,000 or 3 % of the employee’s salary.

The Company made $ 1.2 million and $ 1.7 million, in contributions to the 401(k) Plan for the years ended December 31, 2025 and 2024, respectively.

The Company had no income tax expense due to operating losses incurred for the years ended December 31, 2025 and 2024.

During the years ended December 31, 2025 and 2024, the Company did not make any material payments of U.S federal, state, or local income taxes.

Table of Co ntents

A reconciliation of the income tax expense computed using the federal statutory income tax rate to the Company’s effective income tax rate is as follows:

Income tax computed at federal statutory tax rate 21.0 % 21.0 %

State taxes, net of federal benefit 4.9 % 6.0 %

General business credit carryovers 2.6 % 2.5 %

162m limitation ( 0.2 ) % — %

Stock options ( 0.2 ) % ( 4.3 ) %

Non-deductible expenses ( 0.1 ) % ( 0.2 ) %

Tax rate changes ( 2.6 ) % ( 4.5 ) %

Change in valuation allowance ( 25.5 ) % ( 21.8 ) %

December 31, 2025 Year Ended

December 31, 2024

Amount Percent Amount Percent

federal statutory income tax rate $ ( 33,584 ) 21.0 % $ ( 49,743 ) 21.0 %

State and local income taxes, net of federal income tax effect 1

Effects of changes in tax laws or rates enacted in the current period — — % — — %

Research and development tax credits ( 3,541 ) 2.2 % ( 5,072 ) 2.1 %

Changes in valuation allowance 32,515 ( 20.3 ) % 53,592 ( 22.6 ) %

Nontaxable or nondeductible items

Stock-based compensation 4,441 ( 2.8 ) % 568 ( 0.2 ) %

Other 178 ( 0.1 ) % 688 ( 0.3 ) %

( 0.1 ) % — %

The principal components of the Company’s deferred tax assets and liabilities consist of the following at December 31, 2024 and 2023 (in thousands):

Changes in unrecognized tax benefits — — % — — %

Other adjustments ( 9 ) — % ( 33 ) — %

Effective income tax rate — — % — — %

1 State taxes in New Jersey made up the majority (greater than 50 percent) of the tax effect in this category

The components of the Company’s deferred tax assets and liabilities consist of the following at December 31, 2025 and 2024 (in thousands):

Deferred tax assets:

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Capitalized patent costs 48,075 52,178

Capitalized research 84,703 60,891

Capitalized research and development expenses, net Sec.

174 64,678 84,703

Capitalized research and development expenses, net Sec.

59(e) 11,841 —

Lease liabilities 4,763 9,134

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Deferred tax liabilities:

Depreciation and amortization — —

( 4,243 ) ( 8,487 )

Right-of-use assets ( 4,243 ) ( 8,487 )

Net deferred taxes $ — $ —

For taxable years beginning after December 31, 2021, the Tax Cuts and Jobs Act (the "Tax Act”) eliminated the option to deduct research and development expenditures in the current year and requires taxpayers to capitalize such expenses pursuant to Internal Revenue Code ( "IRC" ) Section 174.

As a result of this provision of the Tax Act, deferred tax assets related to capitalized research expenses pursuant to IRC Section 174 was $ 84.7 million for the year ended December 31, 2024.

The Company has incurred net operating losses (“NOL”) since inception.

At December 31, 2024 and 2023, the Company had federal net operating loss carryforwards of $ 612.8 million and $ 546.7 million, respectively.

Of the amount as of December 31, 2024, $ 538.1 million will carryforward indefinitely while $ 74.8 million will expire beginning in 2035 and will continue to expire through 2037.

As of December 31, 2024, and 2023, the Company also had state net operating loss carryforwards of approximately $ 710.5 million and $ 648.0 million, respectively, which may be available to offset future income tax liabilities and will expire beginning in 2035 and will continue to expire through 2044.

Under the provisions of the Internal Revenue Code of 1986, as amended (the “Code”), the NOL and tax credit carryforward are subject to review and possible adjustment by the Internal Revenue Service and state tax authorities.

NOL and tax credit carryforwards may become subject to an annual limitation in the event of certain cumulative changes in the ownership interest of significant shareholders over a three-year period in excess of 50%, as defined under Sections 382 and 383 of the Code, respectively, as well as other similar state provisions.

The Company conducted an analysis under Section 382 to determine if historical changes in ownership through June 30, 2024 would limit or otherwise restrict its ability to utilize its NOL and research and development credit carryforwards.

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For taxable years beginning after December 31, 2021, the Tax Cuts and Jobs Act (the "Tax Act”) eliminated the option to deduct research and development expenditures in the current year and required taxpayers to capitalize such expenses pursuant to the Internal Revenue Code of 1986, as amended (the “IRC”), Section 174.

For taxable years beginning after December 31, 2024, the One, Big, Beautiful Bill Act (the “OBBA”) eliminates the requirement to capitalize domestic research and development expenditures effected by the Tax Act, but the requirement to capitalize foreign research and development expenditures was not revised.

As a result of these provisions, deferred tax assets related to capitalized research expenses pursuant to IRC Section 174 were $ 64.7 million for the year ended December 31, 2025.

Under IRC Section 59(e) taxpayers may elect to capitalize domestic research and development expenditures and amortize these expenses over a ten-year period.

As such, deferred tax assets related to capitalized research expenses pursuant to IRC Section 59(e) were $ 11.8 million for the year ended December 31, 2025.

The Company has incurred net operating losses (“NOLs”) since inception.

The Company did not have any international operations as of December 31, 2025.

As such, net loss before taxes for the years ended December 31, 2025 and 2024 of $ 160.1 million and $ 237.1 million, respectively, is domestic.

At December 31, 2025 and 2024, the Company had federal NOL carryforwards of $ 851.9 million and $ 612.8 million, respectively.

Of the amount as of December 31, 2025, $ 777.1 million will carryforward indefinitely, while $ 74.8 million will begin expiring in 2035 and will continue to expire through 2037.

As of December 31, 2025 and 2024, the Company also had state NOL carryforwards of approximately $ 899.5 million and $ 710.5 million, respectively, which may be available to offset future income tax liabilities and will begin expiring in 2035 and will continue to expire through 2045.

Under the provisions of the IRC, the NOL and research and development tax credit carryforwards are subject to review and possible adjustment by the Internal Revenue Service (“IRS”) and state tax authorities.

NOL and research and development tax credit carryforwards may become subject to an annual limitation in the event of certain cumulative changes in the ownership interest of significant shareholders over a three-year period in excess of 50%, as defined under Sections 382 and 383 of the IRC, respectively, as well as other similar state provisions.

As a result of this analysis, the Company does not believe there are any significant limitations on its ability to utilize these carryforwards.

However, future changes in ownership occurring after June 30, 2024 could affect the limitation in future years, and any limitation may result in expiration of a portion of the NOL or research and development credit carryforwards before utilization.

Management has evaluated the positive and negative evidence bearing upon the realizability of its deferred tax assets, which principally comprise of NOL carryforwards, research and development credit carryforwards and capitalized license and patent costs.

The Company’s management has determined that it is more likely than not that the Company will not recognize the benefits of its federal and state deferred tax assets, and as a result, a valuation allowance of $ 389.0

million and $ 328.6 million has been established at December 31, 2024 and 2023, respectively.

The Company has evaluated the positive and negative evidence bearing upon the realizability of its deferred tax assets, which is principally comprised of NOL carryforwards, research and development tax credit carryforwards, and capitalized license and patent costs.

The Company has determined that it is more likely than not that the Company will not recognize the benefits of its federal and state deferred tax assets, and as a result, a valuation allowance of $ 432.2 million and $ 389.0 million has been established at December 31, 2025 and 2024, respectively.

The increase in the valuation allowance of $ 43.2 million for the year ended December 31, 2025 was primarily due to current period pre-tax losses incurred and research tax credits generated.

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The following table summarizes the activity related to the Company’s gross unrecognized tax benefits at the beginning and end of the years ended December 31, 2025 and 2024 (in thousands):

December 31, 2024

Gross Unrecognized Tax Benefits

Balance as of December 31, 2023 $ 13,659

2 unchanged sentences

Balance as of December 31, 2024 $ 15,679

Gross increases for tax positions related to current year 1,420

Gross increases for tax positions related to prior year —

Balance as of December 31, 2025 $ 17,099

Table of Co ntents

At December 31, 2025 and 2024, the Company had unrecognized tax benefits of $ 17.1 million and $ 15.7 million, respectively.

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The Company does not anticipate a material change to unrecognized tax benefits in the next twelve months.

The Company has not as of yet conducted a study of its research and development credit carry forwards.

This study may result in an adjustment to the Company’s research and development credit carryforwards;

The Company has not as of yet conducted a study of its research and development tax credit carryforwards.

This study may result in an adjustment to the Company’s research and development tax credit carryforwards;

however, until a study is completed and any adjustment is known, no amounts are being presented as an uncertain tax position.

A full valuation allowance has been provided against the Company’s research and development credits, and if an adjustment is required, this adjustment would be offset by an adjustment to the valuation allowance.

A full valuation allowance has been provided against the Company’s research and development tax credits, and if an adjustment is required, this adjustment would be offset by an adjustment to the valuation allowance.

Thus, there would be no impact to the consolidated balance sheets or statements of operations if an adjustment were required.

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Since the Company is in a loss carryforward position, the Company is generally subject to examination by the U.S.

federal, state and local income tax authorities for all tax years in which a loss carryforward is available.

The Company did not have any international operations as of December 31, 2024.

An examination by the Internal Revenue Service (“IRS”) for the period ended December 31, 2018 related to its R&D tax credits concluded in December 31, 2022 and resulted in a reduction to the Company’s deferred tax assets.

federal, state, and local income tax authorities for all tax years in which an NOL carryforward is available.

There is a 2023 IRS audit in process.

Net Loss per Share

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Contingently issuable shares are included in diluted loss per share based on the number of shares, if any, that would be issuable under the terms of the arrangement if the end of the reporting period was the end of the contingency period, if the results are dilutive.

For purposes of the diluted net loss per share calculation, stock options are considered to be common stock equivalents, but they were excluded from the Company’s calculation of diluted net loss per share allocable to common stockholders because their inclusion would have been anti-dilutive.

Therefore, basic and diluted net loss per share applicable to common stockholders was the same for all periods presented.

For purposes of the diluted net loss per share calculation, unvested restricted stock units and outstanding stock options are considered to be common stock equivalents, but they were excluded from the Company’s calculation of diluted net loss per share allocable to common stockholders because their inclusion would have been anti-dilutive.

Therefore, basic and diluted net loss per share applicable to common stockholders were the same for all periods presented.

The following common stock equivalents were excluded from the calculation of diluted net loss per share allocable to common stockholders because their inclusion would have been anti-dilutive:

As of December 31,

Unvested restricted stock and restricted stock unit awards 2,326,523 2,107,147

Unvested restricted stock units 595,730 2,326,523

Outstanding stock options 8,403,694 7,656,010

Total 8,999,424 9,982,533

The table above reflects restricted stock issued upon exercise of unvested stock options as exercised on the dates that the shares are no longer subject to repurchase.

Liability for the Sale of Future Revenues

The following table presents the changes in the liability related to the sale of future revenues under the Purchase and Sale Agreement with DRI as of December 31, 2024 (in thousands):

The following table presents the changes in the liability related to the sale of future revenues under the DRI Agreement as of December 31, 2025 (in thousands):

Table of Co ntents

December 31, 2025

Proceeds from sale of future revenues $ 57,000

Issuance costs ( 1,756 )

Liability for the sale of future revenues, net as of December 31, 2024 $ 57,434

Payments for sale of future revenues ( 5,000 )

Non-cash interest expense associated with sale of future revenues 5,781

Amortization of issuance costs 390

Deferred royalty obligation related to the sale of future revenues net $ 57,434

Restructuring

On December 11, 2024, the Board approved the discontinuation of the clinical development of the Company's reni-cel program (the “Discontinuation”) to treat sickle cell disease and transfusion-dependent beta thalassemia.

As a result of the Discontinuation, the Company has ceased activities towards the filing of a biologic license application and potential commercialization of reni-cel.

In connection with the Discontinuation, the Board also approved a reduction in the Company’s employee workforce by approximately 180 positions, or approximately 65 % (the “Reduction”).

As a result of these events, the Company incurred the following restructuring charges for the year ended December 31, 2024 in accordance with ASC 420 - Exit or Disposal Cost Obligations and ASC 712 Compensation - Non-retirement Postemployment Benefits , which are recorded in the consolidated statement of operations (in thousands):

Liability for the sale of future revenues, net as of December 31, 2025 $ 58,605

Restructuring and Impairment Charges

On December 11, 2024, the Company’s Board of Directors approved the discontinuation of the clinical development of the Company's renizgamglogene autogedtemcel (“reni-cel”) program to treat sickle cell disease and transfusion-dependent beta thalassemia (the “Discontinuation”).

As a result of the Discontinuation, the Company ceased activities towards the filing of a biologic license application and potential commercialization of reni-cel.

In connection with the Discontinuation, the Company’s Board of Directors also approved a reduction in the Company’s employee workforce by approximately 180 positions, or approximately 65 % (the “Reduction”).

The Company incurred the following restructuring and impairment charges in connection with the Discontinuation and Reduction for the years ended December 31, 2025 and 2024, which are recorded in the consolidated statements of operations (in thousands):

Employee termination benefits $ 3,723 $ 10,475

Contract termination costs 1,757

Restructuring charges $ 12,232

The actions associated with the Discontinuation and Reduction commenced in December 2024 and are expected to be substantially completed by the end of June 2025.

In addition to the items discussed within this note, the Company anticipates that as part of the Discontinuation, it will incur impairment charges in the range of $ 11.0 million to $ 14.0 million for the related right of use asset and property and equipment.

Costs for ongoing contracts and terminated contracts 46,645 1,757

Acceleration of expense for change in useful life estimate and lease termination charges 6,548 —

Impairment charges 3,758 —

Total restructuring and impairment charges $ 60,674 $ 12,232

The actions associated with the Discontinuation and Reduction commenced in December 2024 and were substantially completed by December 31, 2025.

Employee Termination Benefits

Employees affected by the Reduction obtained involuntary termination benefits that are provided pursuant to either a one-time benefit or arrangement or salary continuation for a set period of time in accordance with the Company’s

Amended and Restated Severance Benefit Plan (the “Benefit Plan”).

For employees who were notified of their termination in December 2024 and have no requirements to provide future services or were subject to the Benefit Plan, the Company recognized the liability for the termination benefits in full at fair value in the fourth quarter of 2024.

For employees who are required to render services beyond a minimum retention period to receive their one-time termination benefits or salary continuation, the Company is recognizing the termination benefits ratably over their future service periods.

The service periods began in December 2024 and all will end at various dates throughout 2025.

Employees affected by the Reduction received involuntary termination benefits pursuant to either a one-time benefit or arrangement or salary continuation for a set period of time in accordance with the Company’s Amended and Restated Severance Benefit Plan (the “Benefit Plan”).

For employees who were notified of their termination in December 2024 and had no requirements to provide future services or were subject to the Benefit Plan, the Company recognized the liability for the termination benefits in full at fair value in the fourth quarter of 2024.

For employees who are required to render services beyond a minimum retention period to receive their one-time termination benefits or salary continuation, the Company recognized the termination benefits ratably over their future service periods.

The service periods began in December 2024 and were completed in 2025.

The following table shows the liability related to employee termination benefits as of December 31, 2025 (in thousands):

Employee Termination Benefits

Accrued employee termination benefits beginning balance $ —

Accrued employee termination benefits as of December 31, 2024

Employee termination benefits charges incurred during period 3,723

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Accrued employee termination benefits as of December 31, 2025

In total, the Company expects that it will incur approximately $ 14.9 million of employee termination benefit expense to implement the Reduction.

Contract Termination Costs

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Costs for Ongoing Contracts and Terminated Contracts

The Discontinuation resulted in contract termination costs from vendor contracts before the end of their term, as well as costs that continue to be incurred under certain contracts with no future economic benefit to the Company.

In accordance with ASC 420, the Company recognized these unavoidable contract termination costs when incurred or when it has been determined that there is no future economic benefit to the Company, as it relates to costs that continue to be incurred.

The following table shows the liability related to contract termination costs as of December 31, 2024 (in thousands):

Contract Termination Costs

Accrued contract termination costs $ —

Contract termination costs incurred during the period 1,757

In accordance with ASC Topic 420, Exit or Disposal Cost Obligations , the Company recognized these unavoidable contract costs when incurred for terminated contracts or at the cease-use date as it relates to contract costs that continue to be incurred with no future economic benefit.

The following table shows the liability related to costs for ongoing contracts and contract termination costs as of December 31, 2025 (in thousands):

Costs for Ongoing Contracts and Contract Termination Costs

Accrued contract costs as of December 31, 2024

Contract costs incurred during the period 46,645

Amounts paid or otherwise settled during the period ( 38,206 )

Accrued contract termination costs as of December 31, 2024

In total, the Company anticipates incurring $ 30.0 million to $ 40.0 million in costs related to the completion of the Discontinuation.

Accrued contract costs as of December 31, 2025

At December 31, 2025, $ 2.4 million of accrued ongoing contract costs were included in other non-current liabilities in the consolidated balance sheet.

These costs are subject to estimation based on the Company's expectation of the costs that will continue to be incurred on the contracts, as well as negotiation of contract changes and terminations with its vendors.

Changes in this estimate will be made as the information becomes determinable and could be material.

Impairment and Accelerated Depreciation Charges

In conjunction with the Discontinuation, the Company committed to a plan to actively sell specific assets within its asset group, primarily certain of its laboratory and manufacturing equipment.

The Company recorded a $ 3.8 million impairment charge during the year ended December 31, 2025 related to the sale of the specified assets.

The sale was completed in April 2025.

Additionally, the Company abandoned certain other leasehold improvements, software, and right-of-use assets in the second quarter of 2025, and as a result, the Company accelerated depreciation and rent expense and recorded the following in the consolidated statements of operations (in thousands):

Accelerated depreciation related to leasehold improvements and software $ 1,790 $ —

Charges related to termination of lease 4,758 —

Total $ 6,548 $ —

Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the CODM or decision-making group in making decisions on how to allocate resources and assess performance.

The Company’s CODM is its CEO.

The CEO views the Company’s operations and manages the Company’s business as one operating segment, which is the business of developing and commercializing genome editing technology.

The CEO views the Company’s operations and manages the Company’s business as one operating segment, which is the business of developing and commercializing gene editing technology.

The Company’s CEO manages and allocates resources to the operations of the Company on a total company basis by assessing the overall level of resources available and how to best deploy these resources across functions and research and development projects that are in line with our long-term company-wide strategic goals.

In making these decisions, the Company’s CEO uses consolidated financial information for purposes of evaluating performance, forecasting future period financial results, allocating resources and setting incentive targets.

In making these decisions, the

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Company’s CEO uses consolidated financial information for purposes of evaluating performance, forecasting future period financial results, allocating resources and setting incentive targets.

The CODM performs this assessment based on the Company’s consolidated net loss.

Through this analysis, the CODM assesses performance by comparing actual

consolidated net loss versus the budget, and then decides how to allocate resources to invest in the Company’s research and development programs.

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

Through this analysis, the CODM assesses performance by comparing actual consolidated net loss versus the budget, and then decides how to allocate resources to invest in the Company’s research and development programs.

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

The following table contains additional information on our consolidated revenue and net loss, including significant segment expenses (in thousands):

2024 2023 2022

Collaboration and other research and development revenues $ 40,520 $ 32,314

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Facility and other expenses 4

10,153 9,885 10,234

Total operating expenses 283,466 247,304 245,662

Operating loss ( 251,152 ) ( 169,181 ) ( 225,950 )

Other income, net:

Interest expense related to sale of future revenues ( 6,171 ) ( 2,190 )

Other expense, net ( 2,189 ) ( 3 )

Interest income, net 8,310 16,252

Total other income, net 14,059 15,962 5,518

Net loss $ ( 160,060 ) $ ( 237,093 )

1 For the years ended December 31, 2024, 2023, and 2022 includes $ 8,582 , $ 0 , and $ 0 of restructuring charges, respectively

2 For the years ended December 31, 2024, 2023, and 2022 includes $ 3,650 , $ 0 , and $ 0 of restructuring charges, respectively

1 The years ended December 31, 2025 and 2024 include $ 57,832 and $ 8,582 of restructuring charges, respectively.

2 The years ended December 31, 2025 and 2024 include $ 2,842 and $ 3,650 of restructuring charges, respectively

3 Other expenses primarily consists of consultant fees and office expenses

4 Facility and other expenses primarily consists of rent expense, insurance premiums, software licenses and office expenses

For the year ended December 31, 2024, there were two customers for which revenues amount to 10% or more of the Company’s consolidated collaboration and other research and development revenues, representing $ 18.1 million and $ 10.0 million of the Company’s consolidated collaboration and other research and development revenues.

For the year ended December 31, 2023, there was one customer for which revenues amounts to 10% or more of the Company’s consolidated collaboration and other research and development revenues, representing $ 60.0 million of the Company’s consolidated collaboration and other research and development revenues.

For the year ended December 31, 2025, there were three customers for which revenues amount to 10% or more of the Company’s consolidated collaboration and other research and development revenues, representing $ 23.2 million, $ 10.0 million, and $ 4.2 million of the Company’s consolidated collaboration and other research and development revenues.

For the year ended December 31, 2024, there were two customers for which revenues amounts to 10% or more of the Company’s consolidated collaboration and other research and development revenues, representing $ 18.1 million and $ 10.0 million of the Company’s consolidated collaboration and other research and development revenues.

For the years ended December 31, 2025 and 2024, 100 % and 100 %, respectively, of the Company’s consolidated collaboration and other research and development revenues was attributed to the U.S.

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Subsequent Events

The Company evaluated subsequent events after the audited balance sheet date of December 31, 2024 but prior to the issuance of the financial statements to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure.

The Company evaluated subsequent events from the audited balance sheet date of December 31, 2025 through the issuance of the financial statements to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure.

The Company did not identify any subsequent events requiring further disclosure.

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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 7A. Quantitative and Qualitative Disclosures About Market Risk