What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-05-05 compared with 2025-11-10 · 151 added, 181 removed, 179 unchanged (65% of the section changed)

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availability and timing of results from pre-clinical studies;

expectations for regulatory approvals to conduct trials or to market products and availability of funding sufficient for our foreseeable and unforeseeable operating expenses and capital expenditure requirements.

expectations for regulatory approvals to commence and conduct trials or to market products and availability of funding sufficient for our foreseeable and unforeseeable operating expenses and capital expenditure requirements.

These and other risks are described in greater detail in the Annual Report under the captions “Risk Factor Summary” and Part I, “Item 1A.

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Our product development strategy is to target diseases where gene editing can be used to enable or enhance therapeutic outcomes for patients, while maximizing probability of technical, regulatory and commercial success.

We are focused on the development of in vivo gene editing medicines utilizing functional upregulation, which aims to increase the expression and function of a normal gene copy and its normal protein function to treat diseases caused by genetic mutations that eliminate or disrupt normal function.

We believe the ability to provide in vivo gene editing, in which the medicine is injected or infused into the patient to edit the cells inside their body, and functionally upregulate normal gene expression and normal protein function in the target tissues holds the potential to significantly expand the addressable therapeutic possibilities of CRISPR-based gene editing.

To that end, our preclinical efforts are also focused on the creation of a “plug ‘n play” lipid nanoparticle (“LNP”) platform that enables delivery of the gene editing cargo to multiple cells and tissues, including the liver, hematopoietic stem cells (“HSCs”), and other cells and tissues.

We are focused on the development of in vivo gene editing medicines utilizing functional upregulation, which aims to increase the expression of a normal gene copy and its normal protein function to treat diseases caused by genetic mutations that eliminate or disrupt normal function.

We believe the ability to provide in vivo gene editing, in which the medicine is injected or infused into the patient to edit the cells inside their body, and functionally upregulates normal gene expression and normal protein function in the target tissues holds the potential to significantly expand the addressable therapeutic possibilities of CRISPR-based gene editing.

To that end, our preclinical efforts are also focused on the creation of a “plug ‘n play” lipid nanoparticle (“LNP”) platform to enable targeted delivery of in vivo gene editing medicines to multiple cells and tissues, including the liver, hematopoietic stem cells (“HSCs”), and other cells and tissues.

In September 2025, we announced the nomination of our lead in vivo development candidate, EDIT-401, an experimental, potential best-in-class, one-time therapy to significantly reduce LDL-cholesterol (“LDL-C”) through upregulation of the LDL receptor (“LDLR”).

EDIT-401 is designed to treat hyperlipidemia by directly editing the LDLR gene to increase LDLR protein expression and reduce LDL-C levels.

This targeted approach has demonstrated a favorable preclinical profile in both efficacy data and tolerability and supports the potential of EDIT-401 to deliver meaningful clinical outcomes for patients underserved by current lipid-lowering therapies.

In October 2025, we reported in vivo preclinical proof-of-concept data for EDIT-401.

In preclinical studies in non-human primates (“NHPs”), EDIT-401 achieved LDL-C reductions equal to or exceeding 90% within 48 hours of a single dose of EDIT-401.

EDIT-401 also achieved LDL-C reductions equal to or exceeding 90% in mice with high baseline LDL-C and reduced LDLR function.

The LDL-C reductions were achieved with an at least six-fold mean increase in LDLR protein in the NHP liver, requiring only approximately 10-40% functional editing of LDLR alleles in the liver.

LDL-C reductions was maintained in mouse models in a three-month study, demonstrating the durability of effect.

We plan to submit an investigational new drug

application (“IND”) or clinical trial application (“CTA”) for EDIT-401 by mid-2026 with the goal of achieving initial in vivo human proof-of-concept data for EDIT-401 by the end of 2026.

We also previously demonstrated proof-of-concept of our functional upregulation strategy in our clinical trials of renizgamglogene autogedtemcel (“reni-cel”), an experimental ex vivo gene-edited medicine to treat sickle cell disease (“SCD”) and transfusion-dependent beta thalassemia (“TDT”).

Despite the robust and clinically meaningful improvements observed in these trials, we determined in December 2024 not to pursue commercialization for reni-cel in order to optimize our cost structure and accelerate our intent to achieve human proof of concept of our in vivo gene editing medicines.

In January 2025, we announced in vivo preclinical proof of concept of editing HSCs in NHPs, and in June 2025 we shared new in vivo preclinical data demonstrating therapeutically relevant levels of HBG1/2 promoter editing in HSCs with a single dose of a novel targeted LNP in NHPs.

Our discovery and development efforts further include other cells and tissues.

We previously announced in vivo delivery to two additional cell types in humanized mice using our proprietary LNP targeting platform.

We additionally intend to continue work on optimizing candidates for our HSC program and to continue exploring other cell types and tissues for development, but plan to focus our resources on the advancement of our lead EDIT-401 program to human proof-of-concept.

EDIT-401 is designed to treat elevated levels of LDL-C, or hyperlipidemia, by directly editing the noncoding region of the LDLR gene to increase LDLR protein expression and reduce LDL-C levels.

This targeted approach has demonstrated a greater than 90% mean reduction of LDL-C in non-human primates (“NHPs”) in our preclinical studies with favorable tolerability data, and supports the potential of EDIT-401 to deliver meaningful clinical outcomes for patients underserved by current lipid-lowering therapies.

We continue to advance our preclinical studies for EDIT-401, including the Good Laboratory Practice (GLP) toxicology study in NHPs to support advancement into a first-in-human clinical trial.

We are preparing to initiate a first-in-human clinical trial of EDIT-401 in patients with heterozygous familial hypercholesterolemia later this year, and expect to have early human proof-of-concept data for EDIT-401 by the end of 2026.

We plan to complete enrolling the dose-finding portion of the first-in-human clinical trial of EDIT-401 with topline data results available in 2027.

We expect to present new EDIT-401 preclinical data at upcoming

scientific meetings, including data showing significant reductions in NHPs in lipoprotein(a) and apolipoprotein B, both independent risk factors for atherosclerotic cardiovascular disease.

Our discovery and development efforts further include HSCs and other cells and tissues.

Building on our experience in our clinical trials of renizgamglogene autogedtemcel (“reni-cel”) , we have achieved in vivo preclinical proof-of-concept data of HSC editing in NHPs.

In addition, w e previously announced in vivo delivery to two additional cell types in humanized mice using our proprietary LNP targeting platform, demonstrating the “plug ‘n play” potential of our proprietary extrahepatic LNP platform.

We intend to continue optimizing candidates for our HSC program and exploring other cell types and tissues for development, but plan to focus our resources on the advancement of our lead EDIT-401 program to human proof-of-concept.

We are pursuing the right combination of gene editing and targeted delivery tools through internal development and the in-licensing of complementary technologies to build our preclinical pipeline and accelerate the achievement of our goal of delivering lifesaving medicines to patients with previously untreatable diseases.

Through in-licensing of complementary technologies, we can expand our existing gene editing platform and further drive the development of our in vivo pipeline.

This was recently demonstrated with our entry in 2024 into a collaboration and license agreement to access LNPs targeting the liver, which we used in our achievement of in vivo editing of liver cells in NHPs.

This was demonstrated with our entry in 2024 into a collaboration and license agreement to access LNPs targeting the liver, including the LNP we are using in our EDIT-401 program.

We also actively seek opportunities to out-license and partner our robust intellectual property portfolio to drive the development of CRISPR-based medicines in therapeutic areas outside of our core focus and to provide non-dilutive capital.

For example, in cellular therapy medicines, we are leveraging partnerships to progress engineered cell medicines to treat various cancers, including in our collaboration with Bristol Myers Squibb Company (“BMS”) through its wholly owned subsidiary, Juno Therapeutics, Inc.

For example, we are leveraging partnerships to progress engineered cell medicines to treat various cancers, including in our collaboration with Bristol Myers Squibb Company (“BMS”) through its wholly owned subsidiary, Juno Therapeutics, Inc.

(“Juno Therapeutics”).

This collaboration, which leverages our Cas9 and Cas12a platform technologies, seeks to advance alpha-beta T-cell experimental medicines for the treatment of solid and liquid tumors, and has resulted in 14 total programs to date.

In addition, in December 2023, we and Vertex Pharmaceuticals Incorporated (“Vertex”) entered into a license agreement, under which Vertex obtained a non-exclusive license for our Cas9 gene editing technology for ex vivo gene editing medicines targeting the BCL11A gene in the fields of SCD and TDT, including Vertex’s CASGEVY TM (exagamglogene autotemcel).

This collaboration, which leverages our Cas9 and AsCas12a platform technologies, seeks to advance alpha-beta T-cell experimental medicines for the treatment of solid tumors, liquid tumors, and autoimmune disease, and has resulted in 14 total programs to date, including BMS’ CD19 HD Allo CAR T program for the treatment of autoimmune disease currently in Phase I clinical development.

In addition, in December 2023, we and Vertex Pharmaceuticals Incorporated (“Vertex”) entered into a license agreement (the “Vertex License Agreement”), under which Vertex obtained a non-exclusive license for our Cas9 gene editing technology for ex vivo gene editing medicines targeting the BCL11A gene in the fields of SCD and TDT, including Vertex’s CASGEVY TM (exagamglogene autotemcel).

We received a $50.0 million upfront cash payment in the fourth quarter of 2023 and the 2024 annual license fee of $10.0 million in the first quarter of 2024.

The license agreement further provides for the payment by Vertex of a potential additional $50.0 million contingent upfront payment and further future fixed and sales-based annual license fees, ranging from $10.0 million to $40.0 million annually, inclusive of certain sales-based annual license fee increases, through 2034.

The Vertex License Agreement further provides for the payment by Vertex of a potential additional $50.0 million contingent upfront payment and further future fixed and sales-based annual license fees, ranging from $5.0 million to $40.0 million annually, inclusive of certain sales-based annual license fee increases, through 2034.

We are required to pay The Broad Institute, Inc.

(“Broad”) and the President and Fellows of Harvard College (“Harvard”) a mid-double-digit percentage of amounts payable to us from Vertex under the license agreement as it relates to Cas9 technology licensed by us from Broad and Harvard.

In October 2024, we entered into an agreement (the “DRI Agreement”) with a wholly owned subsidiary of DRI Healthcare Trust (“DRI”) providing for an upfront cash payment by DRI to us of $57.0 million in exchange for the acquisition by DRI of up to 100% of certain of the annual license fees owed to us under the Vertex license agreement, which fees range from $5.0 million to $40.0 million per year (inclusive of certain sales-based annual license fees that may become due), and a mid-double-digit percentage of the $50.0 million contingent upfront payment, in each case after subtracting amounts owed by us to Broad and Harvard.

We have retained rights to our portions of certain other sales-based annual license fees and the contingent upfront payment that may become due under the license agreement with Vertex, and the amounts that correspond to our licensor obligations.

(“Broad”) and the President and Fellows of Harvard College (“Harvard”) a mid-double-digit percentage of amounts payable to us from Vertex under the Vertex License Agreement as it relates to Cas9 technology licensed by us from Broad and Harvard (the “Cas9-I License Agreement”).

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 we may receive under the Vertex License Agreement.

All amounts above will be adjusted to exclude payments that we owe under the Cas9-I License Agreement.

We have retained rights to certain portions of certain other 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 our licensor obligations.

Our operations to date have focused on organizing and staffing our company, business planning, raising capital, establishing our intellectual property portfolio, assembling our core capabilities in gene editing, seeking to identify potential product candidates, and undertaking preclinical studies and clinical trials.

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We have not generated any revenue from product sales.

We have primarily financed our operations through various equity financings, payments received under our research collaboration with BMS through its wholly owned subsidiary Juno Therapeutics, our former strategic alliance with Allergan Pharmaceuticals International Limited (together with its affiliates,

“Allergan”), which was terminated in August 2020, payments received under the DRI Agreement in connection with our license agreement with Vertex, and payments under the Vertex license agreement.

We have primarily financed our operations through various equity financings, payments received under our research collaboration with BMS, our former strategic alliance with Allergan Pharmaceuticals International Limited (together with its affiliates, “Allergan”), which was terminated in August 2020, payments received under the DRI Agreement in connection with the Vertex License Agreement, and payments under the Vertex License Agreement.

We have incurred significant operating losses since inception.

Our net losses were $154.4 million and $191.7 million for the nine months ended September 30, 2025 and 2024, respectively.

As of September 30, 2025, we had an accumulated deficit of $1.6 billion.

Our net losses were $25.0 million and $76.1 million for the three months ended March 31, 2026 and 2025, respectively.

As of March 31, 2026, we had an accumulated deficit of $1.7 billion.

We expect to continue to incur significant expenses and operating losses for the foreseeable future.

Our net losses may fluctuate significantly from quarter to quarter and from year to year.

We anticipate that our expenses will increase as we continue our current research programs and our preclinical development activities;

nominate development candidates and initiate clinical trials for our current preclinical programs;

losses may fluctuate significantly from quarter to quarter and from year to year.

We anticipate that our expenses will inc rease as we continue to support preclinical studies and prepare for the clinical development of EDIT-401;

commence and conduct clinical trials of EDIT-401;

continue our current research programs and our preclinical development activities;

seek to identify additional research programs and additional product candidates;

initiate preclinical testing for other product candidates we identify and develop;

maintain, expand, and protect our intellectual property portfolio, including reimbursing our licensors for such expenses related to the intellectual property that we in-license from such licensors;

maintain, expand, and protect our intellectual property portfolio, including reimbursing our licensors for such expenses related to the intellectual property that we in-license from such lice nsors;

further develop our gene editing platform;

hire additional personnel;

and incur additional costs associated with operating as a public company.

We do not expect to be profitable for the year ending December 31, 2025 or the foreseeable future.

and hire personnel.

We do not expect to be profitable for the year ending December 31, 2026 or for the foreseeable future.

Financial Operations Overview

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We no longer receive research funding support.

During the three months ended September 30, 2025, we recognized $ 7.5 million of revenue related to our collaboration with BMS, none of which was previously deferred.

We did not recognize any revenue related to our collaboration with BMS during the three months ended September 30, 2024.

As of September 30, 2025, we had $50.2 million of deferred revenue in relation to our collaboration with BMS, all of which was classified as long-term deferred revenue on our consolidated balance sheet.

Under this collaboration, we will recognize revenue upon delivery of option packages to BMS or upon receipt of development milestone payments.

During the three months ended March 31, 2026, we did not recognize any revenue related to our collaboration with BMS.

As of March 31, 2026, we had $40.5 million of deferred revenue related to BMS, all of which is classified as long-term deferred revenue on our condensed consolidated balance sheet.

Under this collaboration, we recognize revenue upon delivery of option packages to BMS or upon receipt of development milestone payments.

We expect that our revenue will fluctuate from quarter-to-quarter and year-to-year as a result of the timing of when we deliver such option packages or receive such milestone payments.

Pursuant to the license agreement with Vertex, we received a $50.0 million upfront cash payment in the fourth quarter of 2023 upon execution of the agreement and the 2024 and 2025 annual license fees of $10.0 million in each of the first quarters of 2024 and 2025.

Pursuant to our license agreement with Vertex, we received a $50.0 million upfront cash payment in the fourth quarter of 2023 upon execution of the agreement and the 2024, 2025 and 2026 annual license fees of $10.0 million in each of the first quarters of 2024, 2025 and 2026.

The license agreement further provides for the payment by Vertex of a potential additional $50.0 million contingent upfront payment and further annual license fees, ranging from $5.0 million to $40.0 million annually, inclusive of certain sales-based annual license fee increases, through 2034.

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Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates—Revenue Recognition” included in the Annual Report.

For the foreseeable future we expect substantially all of our revenue will be generated from our license agreement with Vertex, collaboration with BMS, and any other collaborations or license agreements we may enter into.

For the foreseeable future, we expect substantially all of our revenue will be generated from the Vertex License Agreement, our collaboration with BMS, and any other collaborations or license agreements we may enter into.

Operating Expenses

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These costs are expensed as incurred and include:

• costs associated with our continued development of EDIT-401 as we progress EDIT-401 to an investigational new drug (“IND”) application and/or foreign equivalent submission and commence clinical trials;

• employee-related expenses including salaries, benefits, and stock-based compensation expense;

• costs associated with our continued development of EDIT-401 as we progress EDIT-401 to IND or CTA submission;

• costs incurred as part of the discontinuation of our former reni-cel program;

• costs associated with conducting our other preclinical, process and scale-up development, manufacturing, quality, clinical and regulatory activities, including fees paid to third-party professional consultants, service providers and suppliers;

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Research and development activities are central to our business model.

We expect research and development costs to increase for the foreseeable future as our development programs progress, including as we continue to support preclinical studies and prepare for the clinical development of our research programs.

We expect research and development expenses to increase in future periods to support EDIT-401 preclinical activities and to fund our clinical trials.

General and Administrative Expenses

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Other significant costs include corporate facility costs not otherwise included in research and development expenses, legal fees related to intellectual property and corporate matters, and fees for accounting and consulting services.

We anticipate that our general and administrative expenses will decrease or remain flat in the near future to support continued research and development activities.

We anticipate that our general and administrative expenses that support continued research and development activities will remain consistent in the near future.

We anticipate that expenses associated with operating as a public company, including costs for audit, legal, regulatory, and tax-related services, director and officer insurance premiums, and investor relation costs will remain flat in the near future.

With respect to reimbursement of third-party intellectual property-related expenses specifically, given the ongoing nature of the opposition and interference proceedings involving the patents licensed to us under our license agreement with Broad and Harvard, we anticipate general and administrative expenses associated with reimbursement of third-party intellectual property-related expense will continue to fluctuate as the opposition and interference proceedings continue.

With respect to reimbursement of third-party intellectual property-related expenses specifically, given the ongoing nature of the opposition and interference proceedings involving the patents licensed to us under the Cas9-I License Agreement, we anticipate general and administrative expenses associated with reimbursement of third-party intellectual property-related expense will continue to fluctuate as the interference proceedings continue.

Restructuring and Impairment Charges

In December 2024, our board of directors approved the discontinuation of the clinical development of our ex vivo reni-cel program (the “Discontinuation”).

As part of the Discontinuation, our board approved a reduction in our employee workforce by approximately 180 positions, or by approximately 65% (the “Reduction”).

Restructuring charges consist primarily of expenses in connection with the wind-down of various activities related to the clinical development of reni-cel, including contract termination costs, impairment charges and non-cash charges, and expenses related to the Reduction, primarily consisting of severance payments and employee benefit costs.

We may also incur additional costs not currently contemplated due to events that may occur as a result of or that are associated with the Discontinuation and Reduction.

We expect restructuring charges to be substantially incurred through the end of 2025, when the related activities are expected to be substantially complete.

Other (Expense) Income, Net

For the nine months ended September 30, 2025 and September 30, 2024, other (expense) income, net consisted primarily of interest income on cash and cash equivalents and interest accretion related to the liability for the sale of future revenues.

As part of the Discontinuation, our board of directors approved a reduction in our employee workforce by approximately 180 positions, or by approximately 65% (the “Reduction”).

Restructuring charges associated with the Discontinuation consist primarily of expenses in connection with the wind-down of various activities related to clinical development of reni-cel, including contract termination costs, impairment charges and non-cash charges, and expenses related to the Reduction, primarily consisting of severance payments and employee benefit costs.

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

Other Income, Net

For the three months ended March 31, 2026, other income, net consisted primarily of interest income on cash and cash equivalents as well as interest expense accretion related to the liability for the sale of future revenues.

For the three months ended March 31, 2025, other income, net consisted primarily of interest income and the amortization of premiums or discounts on marketable securities and interest accretion related to the liability for the sale of future revenues.

Critical Accounting Policies and Estimates

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The effects of material revisions in estimates, if any, will be reflected in the condensed consolidated financial statements prospectively from the date of change in estimates.

During the nine months ended September 30, 2025, we had the following material change to our critical accounting estimates as described in Part II, “Item 7.

During the three months ended March 31, 2026, we had the following critical accounting policies and estimates as described in Part II, “Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates” in the Annual Report.

Revenue Recognition

We recognize revenue in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”), Topic 606, Revenue Recognition (“ASC 606”).

Accordingly, we recognize revenue following the five step model prescribed under Accounting Standards Updates No.

2014-09, Revenue from Contracts with Customers :

(i) identify contract(s) with a customer;

(ii) identify the performance obligations in the contract;

(iii) determine the transaction price;

(iv) allocate the transaction price to the performance obligations in the contract;

and (v) recognize revenues when (or as) we satisfy the performance obligation.

We only apply the five-step model to contracts when it is probable that we will collect the consideration we are entitled to in exchange for the goods or services we transfer to the customer.

At contract inception, once the contract is determined to be within the scope of ASC 606, we assess the goods or services promised within each contract and determine those that are performance obligations, and whether each promised good or service is distinct.

We then recognize as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied.

As part of the accounting for these arrangements, we must develop assumptions that require judgment to determine the standalone selling price for each performance obligation identified in the contract and use judgment in the determination of the transaction price and the application of the constraint.

The determination of standalone selling price has not had a significant impact on the accounting for our revenue arrangements given the nature of the performance obligations.

We have also not been required to apply significant judgment in determining the transaction price given the nature of the variable consideration and the application of the constraint.

Accrued Research and Development Expenses

As part of the process of preparing our financial statements, we are required to estimate our accrued expenses.

This process involves reviewing open contracts and purchase orders, communicating with our personnel to identify services that have been performed on our behalf and estimating the level of service performed and the associated cost incurred for the service when we have not yet been invoiced or otherwise notified of the actual cost.

The majority of our service providers invoice us monthly in arrears for services performed or when contractual milestones are met.

We make estimates of our accrued expenses as of each balance sheet date in our financial statements based on facts and circumstances known to us at that time.

Examples of estimated accrued research and development expenses include fees paid to clinical research organizations, investigative sites in connection with clinical trials, sponsored research organizations, service providers in connection with preclinical development activities, and service providers related to product manufacturing, development, and distribution of clinical supplies.

We base our accrued expenses related to clinical trials on our estimates of the services performed and efforts expended pursuant to our contractual arrangements, including those with clinical research organizations.

The financial terms of these agreements are sometimes subject to negotiation, vary from contract to contract and may result in uneven payment flows.

There may be instances in which payments made to our service providers will exceed the level of services performed and result in a prepayment of the clinical expense.

Payments under some of these contracts depend on factors such as the successful enrollment of patients and the completion of clinical milestones.

In accruing service fees, we estimate 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 our estimate, we adjust the accrual or prepaid accordingly.

Although we do not expect our estimates to be materially different from expenses actually incurred, if our estimates of the status and timing of services performed differs from the actual status and timing of services performed, we may report amounts that are too high or too low in any particular period.

To date, there have been no material differences from our estimates to the amounts actually incurred.

Restructuring

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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.

We have made estimates and judgments regarding the amount and timing of our restructuring expense and liability, including current and future period termination benefits and other exit costs to be incurred when related actions

Restructuring charges are reflected in our condensed consolidated statements of operations.

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Results of Operations

Comparison of the Three Months ended September 30, 2025 and 2024

The following table summarizes our results of operations for the three months ended September 30, 2025 and 2024, together with the changes in those items in dollars (in thousands) and the respective percentages of change:

Comparison of the Three Months Ended March 31, 2026 and 2025

The following table summarizes our results of operations for the three months ended March 31, 2026 and 2025, together with the changes in those items in dollars (in thousands) and the respective percentages of change:

Three Months Ended

September 30, Dollar Change Percentage Change

Collaboration and other research and development revenues $ 7,543 $ 61 $ 7,482 n/m

March 31, Dollar Change Percentage Change

Collaboration and other research and development revenues $ 2,831 $ 4,658 $ (1,827) (39) %

Operating expenses:

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Total operating expenses 27,834 80,821 (52,987) (66) %

Other (expense) income, net

Other income, net:

Other expense, net (113) (425) 312 (73) %

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Interest income, net 1,206 2,716 (1,510) (56) %

Total other (expense) income, net (569) 3,525 (4,094) n/m

Total other income, net 21 75 (54) (72) %

Net loss $ (24,982) $ (76,088) $ 51,106 (67) %

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Collaboration and Other Research and Development Revenues

Collaboration and other research and development revenues were $7.5 million for the three months ended September 30, 2025 compared to $0.1 million for the same period in 2024.

The increase from the three months ended September 30, 2024 is primarily attributable to the recognition of revenue related to a milestone achieved in the third quarter of 2025 under our collaboration with BMS.

Collaboration and other research and development revenues were $2.8 million for the three months ended March 31, 2026 compared to $4.7 million for the same period in 2025.

The decrease from the three months ended March 31, 2025 is primarily attributable to the recognition of the remaining deferred revenue upon conclusion of a collaboration agreement with a strategic partner in 2025.

Research and Development Expenses

Research and development expenses decreased by $27.9 million to $19.8 million for the three months ended September 30, 2025 compared to $47.6 million for the same period in 2024.

The following table summarizes our research and development expenses for the three months ended September 30, 2025 and 2024, together with the changes in those items in dollars (in thousands) and the respective percentages of change:

Research and development expenses decreased by $9.0 million to $17.6 million for the three months ended March 31, 2026 compared to $26.6 million for the same period in 2025.

The following table summarizes our research and development expenses for the three months ended March 31, 2026 and 2025, together with the changes in those items in dollars (in thousands) and the respective percentages of change:

Three Months Ended

September 30, Dollar Change Percentage Change

March 31, Dollar Change Percentage Change

Employee related expenses $ 5,419 $ 11,322 $ (5,903) (52) %

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Total research and development expenses $ 17,600 $ 26,593 $ (8,993) (34) %

The decrease in research and development expenses for the three months ended September 30, 2025 compared to the three months ended September 30, 2024 was primarily attributable to:

• approximately $13.6 million in decreased external research and development expenses primarily resulting from reduced clinical and manufacturing costs due to the Discontinuation, partially offset by costs attributable to in vivo research and discovery;

The decrease in research and development expenses for the three months ended March 31, 2026 compared to the three months ended March 31, 2025 was primarily attributable to:

• approximately $5.9 million in decreased employee-related expenses related to reduced headcount associated with the Reduction;

• approximately $4.0 million in decreased facility expense primarily due to the end of leases for manufacturing space;

• approximately $1.8 million in decreased other expenses related to professional services to support our reni-cel program due to the Discontinuation;

• approximately $1.4 million in decreased stock-based compensation expense primarily related to reduction in the market price of our common stock year-over-year, resulting in a lower valuation of equity awards, along with reduced headcount as a result of the Reduction.

These decreases were partially offset by approximately $1.0 million in increased sublicense and license fees related to the achievement of certain milestones under our collaboration with BMS in the three months ended September 30, 2025 for which there was no similar activity in the three months ended September 30, 2024.

• approximately $4.0 million in decreased external research and development expenses, primarily resulting from reduced clinical and manufacturing costs due to the Discontinuation, partially offset by costs attributable to in vivo research and discovery;

• approximately $2.1 million in decreased facility expenses primarily due to the end of leases for manufacturing space due to the Discontinuation;

• approximately $0.4 million in decreased stock-based compensation expenses.

These decreases were partially offset by approximately $2.4 million in increased sublicense and license fees related to the achievement of certain milestones under a collaboration agreement in the three months ended March 31, 2026 for which there was no similar activity in the three months ended March 31, 2025 and $1.0 million in increased other expenses.

General and Administrative Expenses

General and administrative expenses decreased by $5.8 million to $12.3 million for the three months ended September 30, 2025 compared to $18.1 million for the three months ended September 30, 2024.

The following table summarizes our general and administrative expenses for the three months ended September 30, 2025 and 2024, together with the changes in those items in dollars (in thousands) and the respective percentages of change:

General and administrative expenses decreased by $3.1 million to $10.2 million for the three months ended March 31, 2026 compared to $13.4 million for the three months ended March 31, 2025.

The following table summarizes our general and administrative expenses for the three months ended March 31, 2026 and 2025, together with the changes in those items in dollars (in thousands) and the respective percentages of change:

Three Months Ended

September 30, Dollar Change Percentage Change

March 31, Dollar Change Percentage Change

Employee related expenses $ 2,109 $ 4,441 $ (2,332) (53) %

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Total general and administrative expenses $ 10,234 $ 13,375 $ (3,141) (23) %

The decrease in general and administrative expenses for the three months ended September 30, 2025 compared to the three months ended September 30, 2024 was primarily attributable to:

The decrease in general and administrative expenses for the three months ended March 31, 2026 compared to the three months ended March 31, 2025 was primarily attributable to:

• approximately $2.3 million in decreased employee-related expenses related to reduced headcount associated with the Reduction;

• approximately $2.2 million in decreased professional service expenses related to reduced licensing and strategic business activities;

• approximately $1.2 million in decreased stock-based compensation expenses primarily related to reduction in the market price of our common stock year-over-year, resulting in a lower valuation of equity awards, along with reduced headcount as a result of the Reduction;

• approximately $1.0 million in decreased facility and other expenses related to the end of a lease.

• approximately $0.8 million in decreased professional service expenses due to reduced general business support needs;

• approximately $0.5 million in decreased stock-based compensation expenses related to reduced headcount associated with the Reduction;

• approximately $0.4 million in decreased facility and other expenses.

These decreases were partially offset by approximately $0.9 million in increased intellectual property and patent related legal fees.

Restructuring and Impairment Charges

During the three months ended September 30, 2025 and September 30, 2024, we recorded no expense related to restructuring and impairment, respectively, due to the Discontinuation and the Reduction.

Other (Expense) Income, Net

For the three months ended September 30, 2025, and September 30, 2024 other (expense) income, net was $(0.6) million and $3.5 million, respectively, which primarily relate to interest income and accretion of discounts and premiums associated with marketable securities and interest accretion related to the liability for the sale of future revenues.

The decrease is attributable to interest accretion related to the DRI Purchase and Sale Agreement and reductions in investment income due to a decrease in our investments for the three months ended September 30, 2025 compared to the three months ended September 30, 2024.

Comparison of the Nine Months ended September 30, 2025 and 2024

The following table summarizes our results of operations for the nine months ended September 30, 2025 and 2024, together with the changes in those items in dollars (in thousands) and the respective percentages of change:

Nine Months Ended

September 30, Dollar Change Percentage Change

Collaboration and other research and development revenues $ 15,779 $ 1,710 $ 14,069 n/m

Operating expenses:

Research and development 62,549 150,636 (88,087) (58) %

General and administrative 38,550 55,633 (17,083) (31) %

Restructuring and impairment charges 66,935 — 66,935 100 %

Total operating expenses 168,034 206,269 (38,235) (19) %

Other (expense) income, net

Other expense, net (2,184) — (2,184) 100 %

Interest expense related to sale of future revenues (6,635) — (6,635) 100 %

Interest income, net 6,634 12,861 (6,227) (48) %

Total other (expense) income, net (2,185) 12,861 (15,046) n/m

Net loss $ (154,440) $ (191,698) $ 37,258 (19) %

Collaboration and Other Research and Development Revenues

Collaboration and other research and development revenues increased by $14.1 million to $15.8 million for the nine months ended September 30, 2025 compared to $1.7 million for the nine months ended September 30, 2024.

The increase was primarily attributable to the recognition of the remaining deferred revenue upon the closing out of a collaboration agreement with a strategic partner, and the recognition of revenue related to specified deliverables under that collaboration agreement, as well as recognition of revenue related to a milestone achieved in the third quarter of 2025 under our collaboration with BMS.

Research and Development Expenses

Research and development expenses decreased by $88.1 million to $62.5 million for the nine months ended September 30, 2025 compared to $150.6 million for the nine months ended September 30, 2024.

The following table summarizes our research development expenses for the nine months ended September 30, 2025 and 2024, together with the changes in those items in dollars (in thousands) and the respective percentages of change:

Nine Months Ended

September 30, Dollar Change Percentage Change

Employee related expenses $ 25,856 $ 41,830 $ (15,974) (38) %

External research and development expenses 16,530 64,670 (48,140) (74) %

Facility expenses 12,009 19,818 (7,809) (39) %

Stock-based compensation expenses 2,404 7,081 (4,677) (66) %

Sublicense and license fees 1,404 7,060 (5,656) (80) %

Other expenses 4,346 10,177 (5,831) (57) %

Total research and development expenses $ 62,549 $ 150,636 $ (88,087) (58) %

The decrease in research and development expenses for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024 was primarily attributable to:

• approximately $48.1 million in decreased external research and development expenses primarily resulting from reduced clinical and manufacturing costs due to the Discontinuation, partially offset by costs attributable to in vivo research and discovery;

• approximately $16.0 million in decreased employee-related expenses related to reduced headcount associated with the Reduction;

• approximately $7.8 million in decreased facility expenses primarily due to the end of leases for manufacturing space;

• approximately $5.8 million in decreased other expenses related to professional services to support our reni-cel program due to the Discontinuation;

• approximately $5.7 million in decreased sublicense and license fees related to the achievement of certain milestones in the first quarter of 2024 for which there was no equivalent expense in 2025;

• approximately $4.7 million in decreased stock-based compensation expense primarily related to expense in connection with the achievement of certain performance-based vesting milestones for restricted stock units recognized in 2024 for which there was no equivalent expense in 2025, a reduction in the market price of our common stock year-over-year resulting in lower fair value and a reduction in headcount associated with the Reduction.

General and Administrative Expenses

General and administrative expenses decreased by $17.1 million to $38.6 million for the nine months ended September 30, 2025 compared to $55.6 million for the nine months ended September 30, 2024.

The following table

summarizes our general and administrative expenses for the nine months ended September 30, 2025 and 2024, together with the changes in those items in dollars (in thousands) and the respective percentages of change:

Nine Months Ended

September 30, Dollar Change Percentage Change

Employee related expenses $ 10,065 $ 15,594 $ (5,529) (35) %

Professional service expenses 7,014 10,929 (3,915) (36) %

Intellectual property and patent related fees 11,836 11,080 756 7 %

Stock-based compensation expenses 5,467 10,316 (4,849) (47) %

Facility and other expenses 4,168 7,714 (3,546) (46) %

Total general and administrative expenses $ 38,550 $ 55,633 $ (17,083) (31) %

The decrease in general and administrative expenses for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024 was primarily attributable to:

• approximately $5.5 million in decreased employee related expenses related to reduced headcount associated with the Reduction;

• approximately $4.8 million in decreased stock-based compensation expense primarily related to expense in connection with the achievement of certain performance-based vesting milestones for restricted stock units recognized in 2024 for which there was no equivalent expense in 2025, a reduction in the market price of our common stock year-over-year resulting in lower fair value and a reduction in headcount associated with the Reduction;

• approximately $3.9 million in decreased professional service expenses related to reduced licensing and strategic business activities in 2025 relative to 2024;

• approximately $3.5 million in decreased facility and other expense primarily related to the end of a lease.

The decreases were partially offset by approximately $0.8 million in increased intellectual property and patent related fees.

Restructuring and Impairment Charges

Restructuring charges were $66.9 million for the nine months ended September 30, 2025, with no equivalent charges for the nine months ended September 30, 2024.

The following table summarizes our restructuring charges for the nine months ended September 30, 2025 and 2024, together with the changes in those items in dollars (in thousands) and the respective percentages of change:

Nine Months Ended September 30, Dollar Change Percentage Change

During the three months ended March 31, 2026 we recorded no expense related to restructuring and impairment compared to $40.9 million for the three months ended March 31, 2025 due to the Discontinuation and the Reduction.

The following table summarizes our restructuring charges for the three months ended March 31, 2026 and 2025, together with the changes in those items in dollars (in thousands) and the respective percentages of change:

Three Months Ended March 31, Dollar Change Percentage Change

Employee termination benefits $ — $ 3,509 $ (3,509) (100) %

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Total restructuring and impairment charges $ — $ 40,853 $ (40,853) (100) %

During the nine months ended September 30, 2025, we recorded $4.3 million, $52.3 million, $6.5 million and $3.7 million related to employee termination benefits, reni-cel-related contract costs, acceleration in expense due to changes in

useful life estimates for leasehold improvements, software and a right of use asset, and impairment charges, respectively, due to the Discontinuation and the Reduction.

Other (Expense) Income, Net

For the nine months ended September 30, 2025 and September 30, 2024, other (expense) income, net was $(2.2) million and $12.9 million, respectively, which primarily relates to interest income and accretion of discounts and premiums associated with marketable securities and interest accretion related to the liability for the sale of future revenues.

The decrease for the nine months ended September 30, 2025 is attributable to the interest accretion related to the liability for the sale of future revenues and reductions in investment income due to a decrease in our investments.

The restructuring and impairment charges for the three months ended March 31, 2025 were primarily attributable to reni-cel related contract costs, accelerated expense recognized due to changes in useful life estimates for leasehold improvements, software, and a right-of-use asset, and impairment charges related to the sale of certain assets, resulting from the actions associated with the Discontinuation and the Reduction.

Other Income, Net

For the three months ended March 31, 2026, and March 31, 2025 other income, net was less than $0.1 million and $0.1 million, respectively.

The decrease is attributable to reductions in investment income due to a decrease in our investments for the three months ended March 31, 2026 compared to the three months ended March 31, 2025.

Liquidity and Capital Resources

Sources of Liquidity

As of September 30, 2025, we have raised an aggregate of $1.0 billion in net proceeds through the sale of shares of our common stock in public offerings and at-the-market offerings .

We also have funded our business from our research collaboration with BMS through its wholly owned subsidiary Juno Therapeutics, our former strategic alliance with Allergan (which was terminated in August 2020), payments received under the DRI Agreement in connection with our license agreement with Vertex, and payments under the Vertex license agreement.

As of September 30, 2025, we had cash, cash equivalents and marketable securities of $165.6 million.

As of March 31, 2026, we have raised an aggregate of $1.1 billion in net proceeds through the sale of shares of our common stock in public offerings and at-the-market offerings .

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

As of March 31, 2026, we had cash, cash equivalents of $123.6 million.

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

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In March 2025, we further amended our common stock sales agreement with TD Cowen in connection with amending our existing shelf registration statement following the loss of our 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 we may issue and sell through TD Cowen to aggregate gross sale proceeds of up to $150.0 million (the “ATM Facility”).

As of September 30, 2025, we have sold 9,925,250 shares of our common stock under the ATM Facility at a weighted average price of $2.66 per share for aggregate gross proceeds of $26.4 million and have $123.6 million of shares of our common stock remaining available for issuance and sale under the ATM Facility.

As of November 10, 2025, the issuance date of the condensed consolidated financial statements, we have sold an incremental 4,327,483 shares of our common stock under the ATM Facility at a weighted average price of $4.00 per share for gross proceeds of $17.3 million and have $106.3 million of shares of our common stock remaining available for issuance and sale under the ATM Facility.

In addition to our existing cash, cash equivalents and marketable securities, we are eligible to earn milestone and other payments under our collaboration with BMS and our other collaboration and license agreements.

As of March 31, 2026, we have sold 14,327,365 shares of our common stock under the ATM Facility at a weighted average price of $3.07 per share for aggregate gross proceeds of $43.9 million and have $106.1 million of shares of our common stock remaining available for issuance and sale under the ATM Facility.

In addition to our existing cash and cash equivalents, we are eligible to earn milestone and other payments under our collaboration with BMS and our other collaboration and license agreements.

Our ability to earn applicable milestone and other payments and the timing of earning these amounts are dependent upon the timing and outcome of development, regulatory and commercial activities and, as such, are uncertain at this time.

As of September 30, 2025, our right to contingent payments under our collaboration agreement with BMS, as well as the retained portions of the contingent upfront payment and other amounts under our license agreement with Vertex, are our only significant committed potential external source of funds.

The following table provides information regarding our cash flows for the nine months ended September 30, 2025 and 2024 (in thousands):

Nine Months Ended

September 30,

As of March 31, 2026 , our right to contingent

payments under our collaboration with BMS, as well as the retained portions of the contingent upfront payment and other amounts under the Vertex License Agreement, are our only significant committed potential external source of funds.

The following table provides information regarding our cash flows for the three months ended March 31, 2026 and 2025 (in thousands):

Three Months Ended

Net cash (used in) provided by:

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The use of cash in all periods resulted primarily from our net losses adjusted for non-cash charges and changes in components of working capital.

Net cash used in operating activities was approximately $128.9 million for the nine months ended September 30, 2025, which primarily consisted of operating expenses that related to our ongoing research and pre-clinical efforts, the wind-down of clinical and manufacturing activities in support of our former reni-cel program, and supporting business operations.

Net cash used in operating activities was approximately $159.5 million for the nine months ended September 30, 2024, which primarily consisted of operating expenses that related to increasing our research efforts, the focused progression of clinical and manufacturing activities in support of our former reni-cel program, and supporting business operations.

Net cash used in operating activities was approximately $23.1 million for the three months ended March 31, 2026, which primarily consisted of operating expenses related to our ongoing research and preclinical efforts and supporting business operations.

Net cash used in operating activities was approximately $47.8 million for the three months ended March 31, 2025, which primarily consisted of operating expenses related to increasing our research efforts, the progression of clinical and manufacturing activities in support of our former reni-cel program, and supporting business operations.

Net Cash Provided by Investing Activities

Net cash provided by investing activities was approximately $138.6 million for the nine months ended September 30, 2025, primarily related to the proceeds from the maturities of marketable securities of $139.0 million and proceeds from the sale of property and equipment of $0.2 million, partially offset by the purchase of property and equipment of $0.5 million.

Net cash provided by investing activities was approximately $131.2 million for the nine months ended September 30, 2024, primarily related to the proceeds from the maturities of marketable securities of $225.7 million, and partially offset by the purchase of marketable securities of $86.2 million and the purchase of property and equipment of $8.3 million.

Net Cash Provided by Financing Activities

Net cash provided by financing activities was approximately $23.1 million for the nine months ended September 30, 2025, primarily related to net proceeds from the issuance of common stock from our at-the-market offering program of $25.8 million and proceeds received from issuance of common stock under our employee stock purchase plan of $0.2 million.

This was partially offset by the repayment of our liability for the sale of future revenues with DRI of $2.9 million.

Net cash provided by financing activities was approximately $0.5 million for the nine months ended September 30, 2024, related to the proceeds received from issuance of common stock under our employee stock purchase plan of $0.3 million and exercises of options for our common stock of $0.2 million.

Net cash provided by investing activities was approximately $0.1 million for the three months ended March 31, 2026, primarily related to proceeds from the sale of property and equipment of $0.2 million, partially offset by the purchase of property and equipment of $0.1 million.

Net cash provided by investing activities was approximately $56.4 million for the three months ended March 31, 2025, primarily related to the proceeds from the maturities of marketable securities of $56.5 million.

Net Cash Provided by (Used in) Financing Activities

For the three months ended March 31, 2026, there was no cash provided by or used in financing activities.

Net cash used in financing activities was approximately $1.4 million for the three months ended March 31, 2025, primarily related to the repayment of our liability for the sale of future revenues with DRI of $2.9 million.

This was offset by the proceeds from the issuance of common stock from our ATM Facility of $1.4 million.

Funding Requirements

We expect our expenses to increase for the foreseeable future as our development programs progress, including as we continue to support preclinical studies and prepare for the clinical development of EDIT-401;

seek to identify product candidates and additional research programs;

initiate preclinical testing and clinical trials for other product candidates we

identify and develop;

maintain, expand, and project our intellectual property portfolio, including reimbursing our licensors for expenses related to the intellectual property that we in-license from such licensors;

We expect future expenses to remain relatively consistent with the current period.

Our expenses for the foreseeable future will support preclinical studies and prepare for the clinical development of EDIT-401;

commence clinical trials for EDIT-401;

continue our current research programs and our preclinical development of product candidates from our current research programs;

seek to identify additional product candidates and research programs;

initiate preclinical testing and clinical trials for other product candidates we identify and develop;

maintain, expand, and protect our intellectual property portfolio, including reimbursing our licensors for expenses related to the intellectual property that we in-license from such licensors;

and incur costs associated with operating as a public company.

In addition, if we obtain marketing approval for any product candidate that we identify and develop, we expect to incur significant commercialization expenses related to product sales, marketing, manufacturing, and distribution to the extent that such sales, marketing, and distribution are not the responsibility of a collaborator.

In addition, if we obtain marketing approval for any product candidate that we identify and develop, we expect to incur significant

commercialization expenses related to product sales, marketing, manufacturing, and distribution to the extent that such sales, marketing, and distribution are not the responsibility of a collaborator.

We do not expect to generate significant recurring revenue unless and until we obtain regulatory approval for and commercialize a product candidate.

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If we are unable to raise capital when needed or on attractive terms, we would be forced to delay, reduce, or eliminate our research and development programs or future commercialization efforts.

We expect that our existing cash and cash equivalents on September 30, 2025, together with the proceeds of sales of shares of common stock under our ATM Facility after September 30, 2025 through the date of this report and the retained portions of the payments payable under our license agreement with Vertex, will enable us to fund our operating expenses and capital expenditure requirements into the third quarter of 2027.

Our forecast of the period of time through which our existing cash and cash equivalents and investments will be adequate to support our operations is a forward-looking statement and involves significant risks and uncertainties.

We expect that our existing cash and cash equivalents on March 31, 2026 will enable us to fund our operating expenses and capital expenditure requirements into the third quarter of 2027 .

Our forecast of the period of time through which our existing cash and cash equivalents will be adequate to support our operations is a forward-looking statement and involves significant risks and uncertainties.

We have based this forecast on assumptions that may prove to be wrong, and actual results could vary materially from our expectations, which may adversely affect our capital resources and liquidity.

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The amount and timing of future funding requirements, both near- and long-term, will depend on many factors, including, but not limited to :

• the restructuring costs associated with the Discontinuation and Reduction;

• the costs of progressing the preclinical and clinical development of EDIT-401;

• the scope, progress, results, and costs of drug discovery, preclinical development, laboratory testing, and any clinical or natural history study trials for product candidates we develop;

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Identifying potential product candidates and conducting preclinical studies and clinical trials is a time-consuming, expensive, and uncertain process that takes many years to complete, and we may never generate the necessary data or results required to obtain marketing approval and achieve product sales.

In addition, even if we successfully identify and develop product candidates that are approved, we will require significant additional amounts in order to launch and commercialize our product candidates and may not achieve commercial success.

In addition, even if we successfully identify and develop product candidates that are approved, we will require significant additional funding in order to launch and commercialize our product candidates and may not achieve commercial success.

Our commercial revenues, if any, will be derived from sales of genomic medicines that we do not expect to be commercially available for many years, if at all.

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Until such time, if ever, as we can generate substantial product revenues, we expect to finance our cash needs through a combination of equity offerings, debt financings, collaborations, strategic alliances, and licensing arrangements.

To the extent that we raise additional capital through the sale of equity or convertible debt securities, our stockholders’ ownership interests will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect the rights of our stockholders.

Debt financing, if available, would result in increased fixed payment obligations and may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures, or declaring dividends.

To the extent that we raise additional capital through the issuance of equity or convertible debt securities, our stockholders’ ownership interests will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect the rights of our stockholders.

Debt financing, if available, would result in increased fixed payment

obligations and may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures, or declaring dividends.

If we raise funds through additional collaborations, strategic alliances, or licensing arrangements with third parties, we may have to relinquish valuable rights to our technologies, future revenue streams, research programs, or product candidates or to grant licenses on terms that may not be favorable to us.

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Contractual Obligations

As of September 30, 2025, we had operating leases with future minimum lease payments for a total of $22.4 million, of which $2.0 million will be payable in 2025.

As of March 31, 2026, we had operating leases with future minimum lease payments for a total of $19.3 million, of which $5.9 million will be payable in 2026.

These minimum lease payments exclude our share of the facility operating expenses, real-estate taxes, and other costs that are reimbursable to the landlord under the leases.

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In April 2025, we modified the lease to terminate on April 30, 2025 with a final fixed payment of $3.7 million.

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

In addition, DRI is purchasing a mid-double-digit percentage of the $50.0 million contingent upfront payment that the Company may receive under the Vertex License Agreement, in each case after subtracting amounts owed by us to our licensors, The Broad Institute, Inc.

and the President and Fellows of Harvard College.

The Company has retained rights to certain portions of certain other 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 our licensor obligations.

Our agreements with certain institutions to license intellectual property include potential milestone payments and success fees, sublicense fees, royalty fees, licensing maintenance fees, and reimbursement of patent maintenance costs that we may be required to pay.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis