Editas Medicine, Inc. 10-K

Item 7A. Quantitative and Qualitative Disclosures About Market Risk. We are exposed to market risk related to changes in interest rates. 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. interest rates, particularly because our investments, including cash equivalents, are in the form, or may be in the form of, money market funds or marketable securities and are or may be invested in U.S. Treasury and U.S. government agency obligations. Due to the short-term maturities and low risk profiles of our investments, an immediate 100 basis point change in interest rates would not have a material effect on the fair market value of our investments. 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. 119 Table of Co ntents Item 8. Financial Statement and Other Supplementary Information. EDITAS MEDICINE, INC. INDEX TO FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm (PCAOB ID 42 ) 121 Consolidated Balance Sheets 123 Consolidated Statements of Operations 124 Consolidated Statements of Comprehensive Loss 125 Consolidated Statements of Stockholders’ Equity 126 Consolidated Statements of Cash Flows 127 Notes to Consolidated Financial Statements 129 120 Table of Co ntents Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of Editas Medicine, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Editas Medicine, Inc. (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. Basis for Opinion These financial statements are the responsibility of the Company‘s management. Our responsibility is to express an opinion on the Company‘s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the 121 Table of Co ntents 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 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. 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 We have served as the Company’s auditor since 2015. Boston, Massachusetts March 9, 2026 122 Table of Co ntents Editas Medicine, Inc. Consolidated Balance Sheets (amounts in thousands, except share and per share data) December 31, 2025 2024 ASSETS Current assets: Cash and cash equivalents $ 146,645 $ 131,541 Marketable securities — 138,372 Accounts receivable 15,176 16,266 Prepaid expenses and other current assets 2,074 3,136 Total current assets 163,895 289,315 Property and equipment, net 3,542 14,497 Right-of-use assets 16,121 32,554 Restricted cash and other non-current assets 2,976 5,223 Total assets $ 186,534 $ 341,589 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 2,605 $ 5,493 Accrued expenses 32,610 45,859 Liability for sale of future revenues, current 5,000 5,000 Deferred revenue, current — 6,221 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, net of current portion 53,605 52,434 Deferred revenue, net of current portion 44,509 54,204 Other non-current liabilities 2,815 3,072 Total liabilities 159,246 207,315 Commitments and contingencies (Note 8) Stockholders’ equity Preferred stock, $ 0.0001 par value per share: 5,000,000 shares authorized; no shares issued or outstanding — — Common stock, $ 0.0001 par value per share: 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 10 8 Additional paid-in capital 1,655,781 1,602,441 Accumulated other comprehensive income — 268 Accumulated deficit ( 1,628,503 ) ( 1,468,443 ) Total stockholders’ equity 27,288 134,274 Total liabilities and stockholders’ equity $ 186,534 $ 341,589 The accompanying notes are an integral part of the consolidated financial statements. 123 Table of Co ntents Editas Medicine, Inc. Consolidated Statements of Operations (amounts in thousands, except per share and share data) Year Ended December 31, 2025 2024 Collaboration and other research and development revenues $ 40,520 $ 32,314 Operating expenses: Research and development 89,953 199,247 General and administrative 49,903 71,987 Restructuring and impairment charges 60,674 12,232 Total operating expenses 200,530 283,466 Operating loss ( 160,010 ) ( 251,152 ) Other income (expense), net: Interest expense related to sale of future revenues ( 6,171 ) ( 2,190 ) Interest income, net 8,310 16,252 Other expense, net ( 2,189 ) ( 3 ) Total other income (expense), net ( 50 ) 14,059 Net loss $ ( 160,060 ) $ ( 237,093 ) Net loss per share, basic and diluted $ ( 1.80 ) $ ( 2.88 ) Weighted-average common shares outstanding, basic and diluted 88,745,908 82,338,220 The accompanying notes are an integral part of the consolidated financial statements. 124 Table of Co ntents Editas Medicine, Inc. Consolidated Statements of Comprehensive Loss (amounts in thousands) Year Ended December 31, 2025 2024 Net loss $ ( 160,060 ) $ ( 237,093 ) Other comprehensive income (loss): Unrealized gain (loss) on marketable debt securities ( 268 ) 70 Comprehensive loss $ ( 160,328 ) $ ( 237,023 ) The accompanying notes are an integral part of the consolidated financial statements. 125 Table of Co ntents Editas Medicine, Inc. Consolidated Statements of Stockholders’ Equity (amounts in thousands except share data) Common Stock Additional Paid-In Capital Accumulated Deficit Accumulated Other Comprehensive Income (Loss) Total Stockholders’ Equity Shares Amount Balance at December 31, 2023 81,767,263 $ 8 $ 1,580,241 $ ( 1,231,350 ) $ 198 $ 349,097 Exercise of stock options 23,809 — 193 — — 193 Stock-based compensation expense — — 21,417 — — 21,417 Vesting of restricted common stock awards 730,157 — — — — — Issuance of common stock under employee stock purchase plan 213,467 — 590 — — 590 Unrealized gain on marketable debt securities — — — — 70 70 Net loss — — — ( 237,093 ) — ( 237,093 ) 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 Stock-based compensation expense — — 10,000 — — 10,000 Vesting of restricted common stock awards 476,731 — — — — — 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 ) Balance at December 31, 2025 97,866,996 $ 10 $ 1,655,781 $ ( 1,628,503 ) $ — $ 27,288 The accompanying notes are an integral part of the consolidated financial statements. 126 Table of Co ntents Editas Medicine, Inc. Consolidated Statements of Cash Flows (amounts in thousands) Year Ended December 31, 2025 2024 Cash flow from operating activities Net loss $ ( 160,060 ) $ ( 237,093 ) Adjustments to reconcile net loss to net cash used in operating activities: Stock-based compensation expense 10,000 21,417 Depreciation 5,277 5,809 Loss on disposal of fixed assets 2,193 149 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 ) Changes in operating assets and liabilities: Accounts receivable 1,090 ( 6,079 ) Prepaid expenses and other current assets 1,062 4,396 Right-of-use assets 11,584 1,126 Other non-current assets 1,040 3,366 Accounts payable ( 2,888 ) ( 2,286 ) 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 non-current liabilities 192 1,271 Net cash used in operating activities ( 165,241 ) ( 210,284 ) Cash flow from investing activities Purchases of property and equipment ( 607 ) ( 8,826 ) Proceeds from the sale of equipment 269 — Purchases of marketable securities — ( 86,217 ) Proceeds from maturities of marketable securities 139,006 257,189 Net cash provided by investing activities 138,668 162,146 Cash flow from financing activities 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 Proceeds from exercise of stock options 70 193 Issuance of common stock under benefit plans 424 590 Net cash provided by financing activities 40,470 56,027 Net increase (decrease) in cash, cash equivalents, and restricted cash 13,897 7,889 Cash, cash equivalents, and restricted cash, beginning of period 135,418 127,529 Cash, cash equivalents, and restricted cash, end of period $ 149,315 $ 135,418 Cash and cash equivalents, end of period 146,645 131,541 Restricted cash 1 2,670 3,877 Cash, cash equivalents, and restricted cash, end of period $ 149,315 $ 135,418 127 Table of Co ntents 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: Fixed asset additions included in accounts payable and accrued expenses $ — $ 65 Cash paid in connection with operating lease liabilities 14,968 18,447 Remeasurement of operating lease liabilities and right-of-use assets due to lease modification 766 794 Commencement of right-of-use asset — 7,844 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. 128 Table of Co ntents Editas Medicine, Inc. Notes to Consolidated Financial Statements 1. Nature of Business Editas Medicine, Inc. (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. Its principal offices are in Cambridge, Massachusetts. 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 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. Liquidity 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 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. 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. 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 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. 129 Table of Co ntents 2. Summary of Significant Accounting Policies Principles of Consolidation The accompanying consolidated financial statements include the accounts of Editas Medicine, Inc. and its wholly owned subsidiaries, Editas Securities Corporation, which is a Delaware subsidiary created to buy, sell, and hold securities, and Editas Medicine, LLC, a Delaware limited liability company. All intercompany transactions and balances have been eliminated. Basis of Presentation 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 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, 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 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 on the measurement date. 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 – 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. 130 Table of Co ntents 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 The Company considers all highly liquid investments purchased with original maturities of 90 days or less at acquisition to be cash equivalents. Cash and cash equivalents include cash held in banks and amounts held in money market funds. 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. 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 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 or accreted, respectively, to interest income, net over the life of the underlying security. Realized gains and losses are included in other income (expense). 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'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 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 The Company has no financial instruments with off-balance sheet risk such as foreign exchange contracts, option contracts, or other foreign hedging arrangements. 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. 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 131 Table of Co ntents betterments are capitalized. Depreciation is calculated over the estimated useful lives of the assets using the straight-line method. The Company capitalizes laboratory equipment used for research and development if it has alternative future use in research and development or otherwise. Asset: Estimated Useful life Laboratory equipment 5 years Computer equipment and software 3 years Furniture and equipment 5 years Leasehold improvements Shorter of useful life or remaining lease term Impairment of Long-Lived Assets The Company evaluates long-lived assets for potential impairment when events or changes in circumstances indicate the carrying value of the assets may not be recoverable. 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 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 The Company recognizes revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”). The Company enters into collaboration agreements and certain other agreements that are within the scope of ASC 606, under which the Company licenses, may license or grants an option to license rights to certain of the Company’s product candidates and performs research and development services in connection with such arrangements. The terms of these arrangements typically include payment of one or more of the following: non-refundable, up-front fees; reimbursement of research and development costs; development, clinical, regulatory and commercial sales milestone payments; and royalties on net sales of licensed products. Under ASC 606, an entity recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. To determine the appropriate amount of revenue to be recognized for arrangements determined to be within the scope of ASC 606, the Company performs the following five steps: (i) identification of the promised goods or services in the contract; (ii) determination of whether the promised goods or services are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; 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 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. The Company provides options to additional items in such arrangements, which are accounted for as separate contracts when the customer elects to exercise such options, unless the option provides a material right to the customer. 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. The Company estimates the transaction price based on the amount expected to be received for transferring the promised goods or services in the contract. The consideration may include fixed consideration or variable consideration. At the inception of each arrangement that includes variable consideration, the Company evaluates the amount of potential payment and the likelihood that the payments will be received. 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 132 Table of Co ntents 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 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). To date, the Company has not recognized any royalty revenue resulting from any of the Company’s collaboration or strategic alliance arrangements. The Company allocates the transaction price based on the estimated standalone selling price. The Company must develop assumptions that require judgment to determine the stand-alone selling price for each performance obligation identified in the contract. The Company utilizes key assumptions to determine the stand-alone selling price, which may include other comparable transactions, pricing considered in negotiating the transaction and the estimated costs. Variable consideration is allocated specifically to one or more performance obligations in a contract when the terms of the variable consideration relate to the satisfaction of the performance obligation and the resulting amounts allocated are consistent with the amounts the Company would expect to receive for the satisfaction of each performance obligation. The consideration allocated to each performance obligation is recognized as revenue when control is transferred for the related goods or services. For performance obligations which consist of licenses and other promises, the Company utilizes judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress. The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition. The Company receives payments from its customers based on billing schedules established in each contract. Up-front payments and fees are recorded as deferred revenue upon receipt or when due until the Company performs its obligations under these arrangements. Amounts are recorded as accounts receivable when the Company’s right to consideration is unconditional. Research and Development Expenses Research and development expenses are charged to expense as incurred in performing research and development activities. The costs include employee-related expenses, including salaries, benefits, and stock-based compensation expense, costs of funding research performed by third parties that conduct research and development and preclinical and clinical activities on the Company’s behalf, the cost of purchasing lab supplies and non-capital equipment used in preclinical and clinical activities and in manufacturing preclinical and clinical study materials, consultant fees, facility costs, including rent, depreciation, and maintenance expenses, and fees for acquiring and maintaining licenses under third party licensing agreements, which are typically expensed when incurred if the technology licensed has no alternate future uses, including any sublicensing or success payments made to the Company’s licensors. 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. 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. 133 Table of Co ntents Patent Costs 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 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. In accordance with ASC Topic 470, Borrower’s Accounting for Debt Modification , the Company has accounted for the transaction as debt. 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 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 %. Over the life of the arrangement, the actual effective interest rate will be affected by the amount and timing of the payments made to DRI and changes in the Company's revenue forecasts. 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, Debt, for further information. Leases 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 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. Lease payments for short-term leases are recorded to operating expense on a straight-line basis over the lease term and variable lease payments are recorded in the period in which the obligation for those payments is incurred. A lease qualifies as a finance lease if any of the following criteria are met at the inception of the lease: (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. Finance and operating lease assets and liabilities are recognized at the lease commencement date based on the present value of the lease payments over the lease term using the discount rate implicit in the lease. If the rate is not readily determinable, the Company utilizes its incremental borrowing rate at the lease commencement date. 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 134 Table of Co ntents 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. Variable lease payments are expensed as incurred. If a lease includes an option to extend or terminate the lease, the Company reflects the option in the lease term if it is reasonably certain it will exercise the option. 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 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. The Company estimates the grant date fair value of each option award using the Black-Scholes option-pricing model. The Black-Scholes option pricing model requires the input of certain assumptions, including (1) the expected stock price volatility, (2) the calculation of expected term of the award, (3) the risk-free interest rate, and (4) the expected dividend yield. The Company used its own historical volatility data for its estimates of expected volatility. 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 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. The Company determines the risk-free interest rate based on a treasury instrument whose term is consistent with the expected term of the stock options. 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. 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 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. Performance-Based Awards For performance-based awards, the Company recognizes the grant date fair value of the performance-based options or RSUs over the requisite service period using the accelerated attribution method to the extent achievement of the performance condition is probable. Certain awards are subject to both performance and continued service conditions. 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. If factors change or different assumptions are used, the Company’s stock-based compensation expense could be materially different in the future. Success Payments, Research Funding Payments and Notes Payables Certain arrangements require the Company to make payments, if and when, the Company’s market capitalization reaches specified thresholds for a specific period of time or upon a sale of the Company for consideration in excess of those thresholds or above a specific amount. The payments are accounted for under the provisions of ASC 718, whereby the Company recognizes the expense and liability when it becomes probable that the amounts will become due. 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, 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 135 Table of Co ntents 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 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. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and the tax reporting basis of assets and liabilities and are measured using the enacted tax rates and laws that are expected to be in effect when the differences are expected to reverse. The Company provides a valuation allowance against net deferred tax assets unless, based upon the weight of available evidence, it is more likely than not that the deferred tax assets will be realized. The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit will more likely than not be realized. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. The Company assesses the impact of various tax reform proposals and modifications to existing tax treaties in all jurisdictions where they have operations to determine the potential effect on the Company’s business and any assumptions they have made about their future taxable income. The Company cannot predict whether any specific proposals will be enacted, the terms of any such proposals or what effect, if any, such proposals would have on the Company if they were to be enacted. Comprehensive Loss 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 (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 December 2023, the FASB issued ASU 2023-09 Income Taxes (Topic 740): Improvements to Income Tax Disclosures . This guidance is intended to enhance the transparency and decision-usefulness of income tax disclosures. 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 136 Table of Co ntents 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 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: Codification Amendments in Response to the SEC's Disclosure Update and Simplification Initiative, which incorporates certain SEC disclosure requirements into the ASC. The amendments in the ASU are expected to clarify or improve disclosure and presentation requirements of a variety ASC topics, allow investors to more easily compare entities subject to the SEC's existing disclosures with those entities that were not previously subject to the requirements, and align the requirements in the ASC with the SEC's regulations. The effective date for each amendment will be the date on which the SEC's removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited. The amendments in this ASU should be applied prospectively. The Company does not expect ASU 2023-06 will have a material impact to its consolidated financial statements. 3. Cash Equivalents and Marketable Securities Cash equivalents consisted of the following at December 31, 2025 (in thousands): December 31, 2025 Amortized Cost Allowance for Credit Losses Gross Unrealized Gains Gross Unrealized Losses Fair Value Cash equivalents: Money market funds $ 146,645 $ — $ — $ — $ 146,645 Total $ 146,645 $ — $ — $ — $ 146,645 Cash equivalents and marketable securities consisted of the following at December 31, 2024 (in thousands): December 31, 2024 Amortized Cost Allowance for Credit Losses Gross Unrealized Gains Gross Unrealized Losses Fair Value Cash equivalents and marketable securities: Money market funds $ 131,541 $ — $ — $ — $ 131,541 U.S. Treasuries 131,582 — 289 131,871 Government agency securities — — — — — Corporate notes/bonds 6,522 — — ( 21 ) 6,501 Total $ 269,645 $ — $ 289 $ ( 21 ) $ 269,913 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. 137 Table of Co ntents 4. Fair Value Measurements Assets measured at fair value on a recurring basis as of December 31, 2025 were as follows (in thousands): Financial Assets December 31, 2025 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Cash equivalents: Money market funds $ 146,645 $ 146,645 $ — $ — Restricted cash and other non-current assets: Money market funds 2,670 2,670 — — Total financial assets $ 149,315 $ 149,315 $ — $ — Assets measured at fair value on a recurring basis as of December 31, 2024 were as follows (in thousands): Financial Assets December 31, 2024 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Cash equivalents: Money market funds $ 131,541 $ 131,541 $ — $ — Marketable securities: Government agency securities — — — — Corporate bonds 6,501 — 6,501 — U.S. Treasuries 131,871 131,871 — — Restricted cash and other non-current assets: Money market funds 3,877 3,877 — — 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. 5. Property and Equipment, Net Property and equipment, net consisted of the following (in thousands): As of December 31, 2025 2024 Laboratory equipment $ 21,558 $ 29,128 Leasehold improvements 8,403 11,749 Construction-in-progress — 827 Computer equipment 1,399 1,490 Furniture and office equipment 191 264 Software 344 2,687 Total property and equipment 31,895 46,145 Less: accumulated depreciation ( 28,353 ) ( 31,648 ) Property and equipment, net $ 3,542 $ 14,497 138 Table of Co ntents The Company recorded $ 5.3 million and $ 5.8 million in depreciation expense during the years ended December 31, 2025 and 2024, respectively. 6. Accrued Expenses Accrued expenses consisted of the following (in thousands): As of December 31, 2025 2024 External research and development expenses $ 9,672 $ 11,630 Employee related expenses 5,220 11,516 Sublicense and license fees 5,501 6,609 Intellectual property and patent related fees 2,105 1,471 Professional service expenses 232 1,593 Employee termination benefits 1,555 10,475 Restructuring contract costs 7,769 1,757 Other expenses 556 808 Total accrued expenses $ 32,610 $ 45,859 7. Leases The Company has multiple lease agreements for office, laboratory, and manufacturing space with varying contractual terms set to expire between 2026 and 2028. Typically, base rent payments commence at the beginning of each lease term and continue through the term of the respective lease. The Company’s lease agreements have escalating rent clauses, which require higher rent payments in future years. 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): As of December 31, 2025 December 31, 2024 Right-of-use assets $ 16,121 $ 32,554 Operating lease liabilities, current $ ( 6,031 ) $ ( 14,652 ) 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. 139 Table of Co ntents Maturities of the Company’s lease liabilities as of December 31, 2025 were as follows (in thousands): Maturity of lease liabilities: Year Ended December 31, 2025 2026 $ 7,389 2027 $ 7,076 2028 $ 6,000 Total minimum lease payments $ 20,465 Less: imputed interest $ ( 2,363 ) Total operating lease liabilities at December 31, 2025 $ 18,102 The weighted-average remaining lease term is 2.8 years and the weighted-average discount rate is 9.2 %. 8. Commitments and Contingencies 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 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. Broad Sponsored Research Agreement 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. (“Broad”). 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”). Under the Sponsored Research Agreement, the Company is obligated to make payments (“Market Cap Research Funding”) in the event the Company’s market capitalization reaches certain amounts for a specified period of time. Unless the Company has undergone a change in control, Market Cap Research Funding is payable by the Company in cash, in shares of common stock, or in the form of promissory notes, which may be settled in shares of common stock at the election of the Company. In aggregate, the Company has triggered $ 25.0 million in Market Cap Research Funding and has primarily settled these amounts through the issuance of shares of its common stock. The remaining $ 100.0 million in Market Cap Research Funding may be triggered when the Company’s market capitalization reaches various low- ten to eleven figure dollar amounts or in the event of a Company sale. The Company is not required to make additional Market Cap Research Funding payments if the Company, whether directly or through its affiliates or sublicensees, is not researching, developing, or commercializing products based on or incorporating inventions exclusively licensed to the Company from Broad subject to certain exclusions. 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 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, 140 Table of Co ntents 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. The Company is also required to achieve certain development milestones within specified time periods for products covered by the License Agreements, with Broad or Harvard, as applicable, having the right to terminate the License Agreements, on a license agreement-by-license agreement basis, if the Company fails to achieve these milestones within the required time periods. Broad or Harvard may grant licenses under specified circumstances to third parties that wish to develop and commercialize products that target a particular gene that otherwise would fall within the scope of the exclusive licenses granted to the Company, provided that the Company is not, directly or through any of its affiliates, sublicensees, or collaborators, researching, developing, or commercializing a product directed toward the same gene target, or can demonstrate to Broad’s and/or Harvard’s, as applicable, reasonable satisfaction that the Company is interested in researching, developing, and commercializing a product directed toward the same gene target, that the Company has a commercially reasonable research, development, and commercialization plan to do so, and the Company commences and continues reasonable commercial efforts under such plan . The Company has the right to terminate each of the License Agreements at will with four-months written notice to Broad. Unless terminated earlier, the term of each of the License Agreements will expire on a country-by-country basis, upon the expiration of the last to expire valid claim of the licensed patent rights in such country. Milestones In aggregate, the Company may pay up to $ 14.8 million, $ 20.0 million, and $ 3.7 million in clinical and regulatory milestones under the Cas9-I License Agreement, Cpf1 License Agreement, and Cas9-II License Agreement, respectively. In addition, the Company owes aggregate sales milestones totaling $ 54.0 million, $ 54.0 million, and $ 13.5 million under the Cas9-I License Agreement, Cpf1 License Agreement, and Cas9-II License Agreement, respectively. If the licensed product or service prevents or treats a human disease that afflicts fewer than a specified number of patients in the aggregate in the U.S. or a specified number of patients per year in the U.S., the clinical and regulatory milestones reduce to $ 4.1 million, $ 5.5 million, and $ 1.1 million under the Cas9-I License Agreement, Cpf1 License Agreement, and Cas9-II License Agreement, respectively. In addition, the aggregated sales milestones reduce to $ 36.0 million, $ 36.0 million, and $ 9.0 million under the Cas9-I License Agreement, Cpf1 License Agreement, and Cas9-II License Agreement, respectively. Certain clinical and regulatory milestones are subject to a multiplier payout equivalent to a double-digit percentage in the event of a change of control. Royalties The Company is required to pay on a product-by-product and country-by-country basis, a mid single-digit percentage royalty on net sales of licensed products made by the Company, its affiliates, or its sublicensees. The royalty percentage depends on the product and service, and whether such licensed product or licensed service is covered by a valid claim. If the Company is legally required to pay royalties to a third party on net sales of the Company’s products because such third party holds patent rights that cover such licensed product, then the Company can credit up to a specified percentage of the amount paid to such third party against the royalties due to the institutions. Such credit may not exceed 50 % of the applicable royalties paid by the Company to the applicable third party. The Company’s obligation to pay royalties will expire on a product-by-product and country-by-country basis upon the later of the expiration of the last to expire valid claim of the patent rights that covers each licensed product or service in each country or the tenth anniversary of the date of the first commercial sale of the licensed product or licensed service. Licensor Expense Reimbursements 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 $ 11.3 million and $ 8.2 million in expense during the years ended December 31, 2025 and 2024, respectively, for such reimbursement. 141 Table of Co ntents Success Payments Under the Cpf1 License Agreement and Cas9-II License Agreement, the Company is obligated to make payments (“Success Payments”) in the event the Company’s market capitalization reaches certain thresholds for a specified period of time, or in the event of a change in control of the Company, if the consideration is in excess of those thresholds. Unless the Company has undergone a change in control, Success Payments are payable by the Company in cash, shares of the Company’s common stock, or in the form of promissory notes, which may be settled in shares of common stock at the election of the Company. In the event of a change in control of the Company, the Success Payments are required to be paid in cash. The Success Payments under the Cpf1 License Agreement are triggered when the Company’s market capitalization reaches certain amounts ranging from $ 750.0 million to $ 10.0 billion for a specified period of time. The Success Payments under the Cas9-II License Agreement are triggered when the Company’s market capitalization reaches certain amounts ranging from $ 1.0 billion to $ 9.0 billion for a specified period of time. In aggregate, the Company has triggered $ 25.0 million and $ 7.5 million of Success Payments under the Cpf1 License Agreement and Cas9-II License Agreement, respectively. The Company has primarily settled these amounts through the issuance of shares of its common stock. The remaining $ 100.0 million and $ 22.5 million in Success Payments under the Cpf1 License Agreement and Cas9-II License Agreement, respectively, are only payable if the market capitalization threshold are met and the Company or any affiliate or sublicensee has at least one product candidate covered by a claim of a patent right licensed to the Company that is or was subject of a clinical trial. Other Payments The Company pays nominal annual license fees to the institutions. If the Company sublicenses any of the patent rights to a third party, the institutions have the right to receive sublicense income, which may be offset by the licensor expense reimbursement payments that the Company has made to the institution subject to certain limitations. Litigation The Company is not a party to any litigation and did not have contingency reserves established for any litigation liabilities as of December 31, 2025 or 2024. 9. Collaboration Agreements The Company has entered into multiple collaborations, out-licenses, and strategic alliances with third parties that typically involve payments to or from the Company, including up-front payments, payments for research and development services, option payments, milestone payments, and royalty payments to or from the Company. Collaboration Revenue 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): For the year ended December 31, 2025 Balance at December 31, 2024 Additions Deductions Balance at December 31, 2025 Accounts receivable $ 16,266 $ 24,997 $ ( 26,087 ) $ 15,176 Contract liabilities: Deferred revenue $ 60,425 $ — $ ( 15,916 ) $ 44,509 142 Table of Co ntents During the years ended December 31, 2025 and 2024, the Company recognized the following collaboration revenue (in thousands): Revenue recognized in the period from: December 31, 2025 December 31, 2024 Amounts included in deferred revenue at the beginning of the period $ 15,916 $ 8,463 Performance obligations satisfied in previous periods $ — $ — Amendment to BMS Collaboration Agreement 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 The Company evaluated the 2024 Amendment and concluded that the agreement qualifies as a contract with a customer under ASC 606. The contract modification was accounted for on a prospective basis as if it were a termination of the existing contract and the creation of a new contract since the promised goods and services were distinct from the goods and services that were transferred on or before the effective date of the amendment. The Company has identified the following performance obligations under the 2024 Amendment: 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. There were no milestone or 143 Table of Co ntents extension term fees included in the initial 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 and BMS. 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 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. The Company has considered the early stage of the science and the uncertainty of success and concluded that the probability of scientific success and opt-in is equal amongst all Programs. In addition, each Program is multi-functional, and a combination of Programs can be utilized in the development of a product candidate. As such, the Company concluded that the standalone selling price of each material right is the same. 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, 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 In 2018, the Company entered into a license agreement with Beam Therapeutics Inc. (“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. Additionally, the Company granted Beam a non-exclusive research license. Lastly, the Company provided to Beam with an exclusive option to obtain three development and commercialization licenses to additional groups of intellectual property owned or controlled by the Company, on a group-by-group basis, during the specified option period, subject to certain exceptions. The Company received preferred stock valued at $ 3.6 million and received a nominal upfront cash payment. The Company subsequently sold its equity investment in Beam following Beam’s initial public offering in 2023. The Company is also eligible to receive additional consideration if Beam exercises its option to obtain additional licenses for a fee ranging from a mid-teen million-dollar amount to a low to mid-eight-digit dollar amount per license, depending on the timing of the option exercise. To the extent that any products are commercialized, the Company would be entitled to receive tiered low single-digit royalty payments, plus any royalties that would be due from the Company to any applicable licensors related to the sale of such licensed products. Unless earlier terminated by either party pursuant to the terms of the agreement, the Beam License Agreement will continue in full force and effect and will expire on a licensed product-by-licensed product and country-by-country basis upon the expiration of the royalty term with respect to such licensed product in such country. Beam has the right, at its sole discretion, at any time to terminate the Beam License Agreement in its entirety or on a group-by-group of intellectual property basis, upon ninety days written notice to the Company. Upon termination, all rights and licenses granted by the Company will immediately terminate. Accounting Assessment The Company identified the following performance obligations (i) the research license and (ii) the initial development and commercialization license. In addition, the Company concluded that the three options for the additional development and commercialization licenses are not discounted and therefore they do not represent material rights. The total transaction price at the inception of the arrangement was determined to be approximately $ 3.8 million, consisting of the upfront cash payment and the non-cash value of the preferred shares received by the Company. 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 144 Table of Co ntents 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, 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 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 The Company assessed this arrangement in accordance with Topic 606 and concluded that the contract counterparty, Vertex, is a customer. The Company identified a single performance obligation, which is the non-exclusive license to certain Cas9-I patents. The total transaction price at the inception of the arrangement was determined to be $ 60.0 million, consisting of an upfront cash payment and the first annual license fee installment. The remaining annual license fees and contingent fees represent variable consideration that was evaluated under the most likely amount method, and excluded from the initial transaction price because the amounts were fully constrained. As part of its evaluation of the constraint, the Company considered numerous factors, including that receipt of the annual license fees and contingent fees are outside the control of the Company. They will be recognized when each payment is determined to be probable. The Company will re-evaluate the transaction price in each reporting period, as uncertain events are resolved, or as other changes in circumstances occur. Since the single performance obligation was delivered at the inception of the arrangement and the license was made available for Vertex’s use and benefit, the Company recognized the total transaction price at the inception of the agreement. During the years ended December 31, 2025 and 2024, the Company recognized revenue under the Vertex License Agreement of $ 10.0 million and $ 10.0 million, respectively. 10. Preferred Stock 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. 11. Common Stock The voting, dividend, and liquidation rights of the holders of the common stock are subject to and qualified by the rights, powers, and preferences of holders of the preferred stock that may be issued from time to time. The common stock had the following characteristics as of December 31, 2025: Voting 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. 145 Table of Co ntents Dividends 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 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 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 The Company’s Board of Directors adopted and the Company’s stockholders approved the 2015 employee stock purchase plan (the “2015 ESPP”). The number of shares reserved for issuance under the 2015 ESPP is subject to annual increases, to be added as of the first day of each fiscal year, from January 1, 2017 until, and including, January 1, 2026, in an amount equal to the least of (a) 769,230 shares of common stock, (b) 1 % of the total number of shares of common stock outstanding on the first day of the applicable year, and (c) an amount determined by the Board of Directors. The first offering under the 2015 ESPP opened on December 1, 2017. 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 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. 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 As of December 31, 2025 2024 Shares reserved for outstanding stock option awards under the 2013 Plan, as amended — 114,108 Shares reserved for outstanding stock option awards and restricted stock units under the 2015 Plan 7,977,746 8,395,995 Shares reserved for outstanding inducement stock option award and restricted stock units 1,085,709 1,536,461 Remaining shares reserved, but unissued, for future awards under the 2015 Plan 12,263,083 9,673,426 Remaining shares reserved, but unissued, for future awards under the 2015 ESPP 2,685,252 2,972,026 24,011,790 22,692,016 146 Table of Co ntents 12. Stock-Based Compensation Total compensation cost recognized for all stock-based compensation awards in the consolidated statements of operations was as follows (in thousands): Year Ended December 31, 2025 2024 Research and development $ 2,968 $ 8,642 General and administrative 7,032 12,775 Total stock-based compensation expense $ 10,000 $ 21,417 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 Average Grant Date Fair Value Per Share Unvested restricted stock units as of December 31, 2024 2,326,523 $ 9.78 Issued 1,560 $ 1.26 Vested ( 476,731 ) $ 10.23 Forfeited ( 1,255,622 ) $ 9.97 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 The following is a summary of stock option activity for the year ended December 31, 2025: Shares Weighted Average Exercise Price Remaining Contractual Life (years) Aggregate Intrinsic Value (in thousands) Outstanding at December 31, 2024 7,656,010 $ 14.70 7.19 $ — Granted 5,755,642 $ 1.74 Exercised ( 41,430 ) $ 1.70 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 $ 216 147 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 $ 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: Year Ended December 31, 2025 2024 Expected volatility 84.4 % 75.6 % Expected option term (in years) 6.23 6.20 Risk free interest rate 4.2 % 4.2 % Expected dividend yield — — As of December 31, 2025, total unrecognized compensation expense related to stock options was $ 9.3 million, which the Company expects to recognize over a remaining weighted-average period of 2.22 years. 13. 401(k) Savings Plan The Company has a defined-contribution savings plan under Section 401(k) of the Internal Revenue Code of 1986, as amended (the “401(k) Plan”). 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. 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. 14. Income Taxes 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. 148 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: Year Ended December 31, 2025 Year Ended December 31, 2024 Amount Percent Amount Percent U.S. 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 — — % — — % Tax Credits 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 ) % 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): Year Ended December 31, 2025 2024 Deferred tax assets: Net operating loss carryforwards $ 231,981 $ 170,770 Tax credit carryforwards 35,947 31,766 Accrued expenses 3,475 6,763 Capitalized patent costs 48,075 52,178 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 Deferred revenue 11,712 15,755 Depreciation and amortization 1,169 978 Stock compensation 7,377 10,431 Other 15,421 14,976 Total deferred tax assets 436,439 397,454 Less valuation allowance ( 432,196 ) ( 388,967 ) Net deferred tax assets 4,243 8,487 Deferred tax liabilities: ( 4,243 ) ( 8,487 ) Right-of-use assets ( 4,243 ) ( 8,487 ) Net deferred taxes $ — $ — 149 Table of Co ntents 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. 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 tax credit carryforwards. 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 tax credit carryforwards before utilization. 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. The Company applies ASC 740 related to accounting for uncertainty in income taxes. The Company’s reserves related to income taxes are based on a determination of whether, and how much of, a tax benefit taken by the Company in its tax filings or positions is more likely than not to be realized following resolution of any potential contingencies present related to the tax benefit. 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): Gross Unrecognized Tax Benefits Balance as of December 31, 2023 $ 13,659 Gross increases for tax positions related to current year 2,020 Gross increases for tax positions related to prior year — 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 $ 17,099 150 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. The Company will recognize interest and penalties related to uncertain tax positions in income tax expense. As of December 31, 2025 and 2024, the Company had no accrued interest or penalties related to uncertain tax positions and no amounts have been recognized in the Company’s statement of operations. 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 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 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. The Company files income tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examination by federal and state jurisdictions, where applicable. 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 an NOL carryforward is available. There is a 2023 IRS audit in process. 15. Net Loss per Share Basic net loss per common share is calculated by dividing the net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period, without consideration for potentially dilutive securities. Diluted net loss per share is computed by dividing the net loss attributable to common stockholders by the weighted average number of shares of common stock and potentially dilutive securities outstanding for the period determined using the treasury stock and if converted methods. Contingently issuable shares are included in the calculation of basic loss per share as of the beginning of the period in which all the necessary conditions have been satisfied. 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, 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, 2025 2024 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 16. Debt 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 DRI Agreement as of December 31, 2025 (in thousands): 151 Table of Co ntents December 31, 2025 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 Liability for the sale of future revenues, net as of December 31, 2025 $ 58,605 17. 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): Year Ended December 31, 2025 2024 Employee termination benefits $ 3,723 $ 10,475 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 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 as of December 31, 2024 $ 10,475 Employee termination benefits charges incurred during period 3,723 Amounts paid or otherwise settled during the period ( 12,643 ) Accrued employee termination benefits as of December 31, 2025 $ 1,555 152 Table of Co ntents 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 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 $ 1,757 Contract costs incurred during the period 46,645 Amounts paid or otherwise settled during the period ( 38,206 ) Accrued contract costs as of December 31, 2025 $ 10,196 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): Year Ended December 31, 2025 2024 Accelerated depreciation related to leasehold improvements and software $ 1,790 $ — Charges related to termination of lease 4,758 — Total $ 6,548 $ — 18. Segments 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 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 153 Table of Co ntents 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 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): Year Ended December 31, 2025 2024 Collaboration and other research and development revenues $ 40,520 $ 32,314 Operating expenses: Research and development 1 Employee related expenses 33,076 61,136 External research and development expenses 71,676 79,900 Facility expenses 20,519 26,430 Stock-based compensation expenses 2,968 8,642 Sublicense and license fees 7,440 18,953 Other expenses 3 12,106 12,768 General and administrative 2 Employee related expenses 13,041 24,335 Professional service expenses 8,673 14,358 Intellectual property and patent related fees 16,838 14,016 Stock-based compensation expenses 7,032 12,775 Facility and other expenses 4 7,161 10,153 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 Net loss $ ( 160,060 ) $ ( 237,093 ) 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, 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. 154 Table of Co ntents 19. Subsequent Events 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. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. None.