Werewolf Therapeutics, Inc. 10-K

Item 9A. Controls and Procedures. Evaluation of Disclosure Controls and Procedures Our management, with the participation of our principal executive officer and our principal financial officer, evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2025. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act means controls and other procedures of a company that are designed to ensure that information required to be disclosed by the company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and our management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of December 31, 2025, our principal executive officer and principal financial officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level. Management’s Annual Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act as a process designed by, or under the supervision of, a company’s principal executive officer and principal financial officer, or persons performing similar functions, and effected by a company’s board of directors, management, and other personnel, to provide reasonable 102 Table of Contents assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that: • pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of a company’s assets; • provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that a company’s receipts and expenditures are being made only in accordance with authorizations of the company’s management and directors; and • provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of a company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Under the supervision of and with the participation of our principal executive officer and principal financial officer, our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2025 based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control – Integrated Framework (2013). Based on this assessment as of December 31, 2025, management concluded that our internal control over financial reporting was effective at the reasonable assurance level. This Annual Report does not include an attestation report of our independent registered public accounting firm, as it is not required for as long as we remain an emerging growth company or a smaller reporting company with less than $100.0 million in annual revenue. Changes in Internal Control over Financial Reporting There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the fourth quarter of the year ended December 31, 2025 t hat have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information None of our directors or officers adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K) during the fourth quarter of 2025. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. PART III Item 10. Directors, Executive Officers and Corporate Governance Director Biographies Biographical information, including principal occupation and business experience during the last five years, and age as of March 27, 2026, for our directors is set forth below. Briggs Morrison, M.D., age 67, has served as a member of our board of directors since November 2019. He has served as Executive Partner at MPM Capital since June 2015, and as the Chief Executive Officer and a member of the board of directors of Crossbow Therapeutics, Inc., a privately held biotechnology company, since February 2022. Previously, he served as President, Head of Research and Development, of Syndax Pharmaceuticals, Inc., a publicly traded biopharmaceutical company, from February 2022 to April 2023, and prior to that was the Chief Executive Officer of Syndax Pharmaceuticals, Inc., from June 2015 to January 2022. Dr. Morrison has served as a member of the board of directors of Arvinas Inc. since June 2018, and CRISPR Therapeutics AG since June 2025, each of which is a publicly traded biopharmaceutical company. Dr. Morrison previously served as a member of the board of directors of Syndax Pharmaceuticals, Inc., from July 2015 to May 2024, Carisma Therapeutics Inc. from July 2020 to October 2025, NextCure Inc. from March 2019 to April 2021, Codiak Biosciences Inc. from February 2018 to April 2021, Oncorus, Inc. from April 2016 to April 2021, and Repare Therapeutics Inc. from June 2017 to August 2024, each of which was a publicly traded biopharmaceutical company. He also serves as a member of the board of directors of several privately held biotechnology companies. Previously, Dr. Morrison was the Chief Medical Officer and Head of Global Medicines Development at AstraZeneca plc from January 2012 to June 2015. Before joining AstraZeneca, he held several positions at Pfizer Inc., including Head, Medical Affairs, Safety and Regulatory Affairs for Pfizer’s human health business. Dr. Morrison also previously held several positions at Merck Research Laboratories, a division of Merck & Co., Inc., 103 Table of Contents including Vice President, Clinical Sciences, Oncology. He was a member of the executive committee of the Clinical Trials Transformation Initiative sponsored by the FDA and is on the board of the Alliance for Clinical Research Excellence and Safety. Dr. Morrison has a B.S. in biology from Georgetown University and an M.D. from the University of Connecticut Medical School. He completed residency training in internal medicine at Massachusetts General Hospital and a fellowship in medical oncology at the Dana-Farber Cancer Institute. We believe Dr. Morrison is qualified to serve as a member of our board of directors due to his extensive executive leadership experience, his medical background and training and his service on the boards of other public and private biopharmaceutical and biotechnology companies. Michael Sherman, M.B.A., age 59, has served on our board of directors since May 2021. Mr. Sherman previously served from April 2019 to July 2023 as Chief Executive Officer and a member of the board of directors of Chimerix, Inc., a publicly traded biopharmaceutical company, and as chair of the board of directors of Chimerix from August 2023 to April 2025. Prior to that, Mr. Sherman served as President, Chief Executive Officer, and member of the board of directors of Endocyte, Inc., a biopharmaceutical company, from June 2016 until December 2018, when it was acquired by Novartis. Mr. Sherman joined Endocyte in 2006 and served as its Chief Financial Officer and Chief Operating Officer prior to becoming Chief Executive Officer. Prior to joining Endocyte, Mr. Sherman served in various executive roles, including as vice president of finance and strategic planning for Guidant Corporation, which was acquired by Boston Scientific Corporation. Mr. Sherman has served on the board of directors of Aktis Oncology, Inc., a publicly traded company, since August 2025. Mr. Sherman also currently serves on the board of directors of a privately held life sciences company. He has also served on the board of directors of Biospecifics Technologies, Inc. from April 2020 until its acquisition by Endo Pharmaceuticals in December 2020, and he served as chair of the board of directors of the Children’s Museum of Indianapolis from January 2012 until December 2022. Mr. Sherman holds a BA in economics from DePauw University and an MBA from the Tuck School of Business at Dartmouth, graduating as a Tuck Scholar. We believe that Mr. Sherman’s 30 years’ experience advancing therapeutics to commercial launch and driving companies to successful operations and strategic transactions in the biotechnology and medical technology industries qualifies him to serve as a member of our board of directors. Anil Singhal, Ph.D., age 73, has served on our board of directors since February 2025. Since January 2021, Dr. Singhal has been serving as the President and Chief Executive Officer of Trishula Therapeutics, Inc., a private biotechnology company, where he also serves on its board of directors. From May 2019 to September 2020, Dr. Singhal served as the President and Chief Executive Officer and a member of the board of directors of Adicet Bio, Inc., or Adicet Bio, where he led the then-private biotechnology company to its first oncology investigational new drug application submission and its merger with resTOR bio, Inc., which resulted in Adicet Bio becoming a public company. Dr. Singhal briefly served as an advisor to Adicet Bio from September 2020 to February 2021 following the merger. Dr. Singhal also served as Vice President, Early Oncology Development, of AbbVie Inc., a publicly traded pharmaceutical company, from January 2013 to March 2018. In addition, from July 2018 through September 2024, Dr. Singhal was a member of the board of directors of TriSalus Inc., a biotechnology company that became publicly traded in 2023. Dr. Singhal is a member of the American Association of Cancer Research, which he joined in 2005, and a member of the American Society of Clinical Oncology, which he joined in 2007. Dr. Singhal received his B.Sc Honours degree in Biochemistry from Panjab University in India, his MBA in Business Administration from the University of Washington and his Ph.D. in Biochemistry from Rutgers University. We believe Dr. Singhal’s more than three decades of research and development experience in the biopharmaceutical industry qualifies him to serve as a member of our board of directors. Meeta Chatterjee, Ph.D., age 71, has served on our board of directors since October 2021. Dr. Chatterjee previously was the Chief Strategy Officer of Sun Pharmaceutical Industries Ltd. from August 2023 to November 2025. Prior to that, Dr. Chatterjee served as the Senior Vice President of Global Business Development at Legend Biotech Corporation from March 2019 until November 2022. From November 2007 to May 2018, she served in roles of increasing seniority and responsibility at Merck Research Laboratories, a division of Merck & Co., Inc., a multinational pharmaceutical company, most recently as Head of Strategy, Transactions, and Operations within the Business Development and Licensing (BD&L) group. Dr. Chatterjee served on the board of directors of Editas Medicine, a publicly traded clinical stage biotechnology company, from December 2020 to December 2024. Dr. Chatterjee received her undergraduate education at St. Xavier’s University in Ahmedabad, India, and Rutgers University (B.A., Hons Physics). Dr. Chatterjee received her Doctor of Philosophy in Physiology from Rutgers University and completed a postdoctoral fellowship in the Department of Physiology at the University of Virginia School of Medicine. We believe Dr. Chatterjee’s thirty-plus years of broad strategic and operational experience in pharmaceutical research and development, mergers and acquisition evaluation, in-licensing, and externalization activities qualifies her to serve on our board of directors. Daniel J. Hicklin, Ph.D., age 62, has served on our board of directors since October 2017. Dr. Hicklin has also served as our President and Chief Executive Officer since August 2019. Dr. Hicklin founded Werewolf Therapeutics in October 2017 and served as a consultant until his appointment as our President and Chief Executive Officer. Dr. Hicklin also served as an Executive Partner at MPM Capital from 2014 to December 2019 and an advisor from January 2020 to December 2022. Previously, Dr. Hicklin was a founder of Potenza Therapeutics, Inc., a privately held biotechnology company, and served as its 104 Table of Contents President and Chief Executive Officer from April 2014 until its acquisition by Astellas Pharma Inc. in December 2018. From August 2013 until February 2014, Dr. Hicklin was President and Chief Scientific Officer of CoStim Pharmaceuticals, Inc., a privately held biotechnology company that was acquired by Novartis in February 2014. Prior to joining CoStim Pharmaceuticals, Dr. Hicklin held several positions at Merck Research Laboratories (formerly the Schering-Plough Research Institute prior to its acquisition by Merck), including leading its Biologics Strategy for Oncology and the Immuno-Modulation Discovery team. Dr. Hicklin also previously held several positions at Imclone Systems Incorporated, including Vice President, Experimental Therapeutics. Dr. Hicklin has served as a member of the board of directors of several private biotechnology companies. Dr. Hicklin also currently serves on the Industry Advisory Committee for The Mark Foundation for Cancer Research. Dr. Hicklin holds an M.S. and Ph.D. in Microbiology and Immunology from New York Medical College, where he trained with Dr. Soldano Ferrone, and a B.S. from the University of Iowa. We believe that Dr. Hicklin’s operational and historical experience with our company gained from being a founder and serving as our President and Chief Executive Officer and member of our board of directors, combined with his extensive experience in oncology drug discovery, qualifies him to serve as a member of our board of directors. Michael B. Atkins, M.D., age 71, has served on our Scientific Advisory Board since August 2018 and on our board of directors since January 2024. Dr. Atkins has served as the Deputy Director of the Georgetown Lombardi Comprehensive Cancer Center and William M. Scholl Professor and Vice Chair of the Department of Oncology at Georgetown University Medical Center since 2012. He is also a staff physician in the Division of Hematology-Oncology at MedStar Georgetown University Hospital. Prior to moving to Georgetown in 2012, he began his career at Tufts Medical Center in 1987 before moving to Beth Israel Deaconess Medical Center in April 1997 and being appointed Professor at Harvard Medical School in 2002. At Beth Israel Deaconess he served as Deputy Chief of the Division of Hematology/Oncology and leader of the Biologic Therapy and Cutaneous Oncology Programs, as well as Co-PI of the Harvard Skin Cancer SPORE, and founding leader of the Dana Farber/Harvard Cancer Center Kidney Cancer Program and Director of the DF/HCC Kidney Cancer SPORE. He is past president of the Society for Immunotherapy of Cancer (SITC) and past member of the NCI Recombinant DNA Advisory Committee and the ASCO Nominating Committee. Dr. Atkins is Chair of the Medical Advisory Panel for the Melanoma Research Alliance, and co-chair of the Scientific Advisory Committee and a Board member for the Melanoma Research Foundation. He received the Giant in Cancer Therapy Award-Melanoma from OncLive in 2021, the Lifetime Achievement Award from SITC in 2022, was inducted as a Fellow in the Academy of ImmunoOncology in 2023 and as an American Society of Clinical Oncology (ASCO) Fellow in 2024. Dr. Atkins has a B.S. in chemistry from Tufts University and an M.D. from Tufts Medical School. He completed residency training in internal medicine and a fellowship in Hematology/Oncology at Tufts-New England Medical Center. We believe that Dr. Atkins’ decades of experience as a pioneer in the field of cancer immunotherapy, particularly in his research and clinical use of cytokine-based immunotherapy, provide him with the qualifications and skills to serve on our board of directors. Luke Evnin, Ph.D., age 62, is a co-founder of our company, served as our President and Chief Executive Officer from December 2017 until August 2019, and has served on our board of directors since October 2017 and as chairman of the board of directors since August 2019. Dr. Evnin co-founded MPM Capital, an early-stage life sciences venture investing firm, in 1997, where he currently serves as Managing Director. As a component of his MPM activities, Dr. Evnin has been a co-founder and served as chairman of the board for multiple MPM portfolio companies. Dr. Evnin has also served on the boards of directors of a number of public and private companies over his venture capital career and currently serves, on behalf of MPM Capital, as a director for multiple private companies. Prior to co-founding MPM Capital, Dr. Evnin spent seven years as a venture capitalist at Accel Partners. Dr. Evnin previously served as Chief Executive Officer of Turmeric Acquisition Corp., a publicly traded special purposes acquisition company formed by MPM Capital from August 2020 through April 2023. In 2015, Dr. Evnin co-founded Harpoon Therapeutics, Inc., a publicly held immunotherapy company, and served as chair of its board of directors until July 2020. Dr. Evnin served on the board of directors of Oncorus, Inc., a publicly traded biotechnology company, from March 2016 until June 2023. Dr. Evnin serves as chairman of the board of directors of the Scleroderma Research Foundation, a not-for-profit entity. Dr. Evnin holds an A.B. in molecular biology from Princeton University and a Ph.D. in biochemistry from the University of California, San Francisco. We believe that Dr. Evnin’s depth and expertise in the life sciences and venture capital industries including significant experience serving on boards of directors and his educational background provide him with the qualifications and skills to serve on our board of directors. Audit Committee The current members of our audit committee are Meeta Chatterjee, Ph.D., Anil Singhal, Ph.D., and Michael Sherman, MBA, and Mr. Sherman is the chair of the audit committee. Our board of directors has determined that Michael Sherman is an “audit committee financial expert” as defined by applicable SEC rules and that each of the members of our audit committee possesses the financial sophistication required for audit committee members under Nasdaq rules. We believe that the composition of our audit committee meets the requirements for independence under current Nasdaq and SEC rules and regulations. 105 Table of Contents Code of Business Conduct and Ethics We have adopted a written code of business conduct and ethics that applies to our directors, officers, and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. A copy of the code is posted on the Corporate Governance section of our website, which is located at www.werewolftx.com. If we make any substantive amendments to, or grant any waivers from, the code of business conduct and ethics for any officer or director, we will disclose the nature of such amendment or waiver on our website or in a current report on Form 8-K. We will provide any person, without charge, a copy of such Code of Business Conduct and Ethics upon written request, which may be mailed to 200 Talcott Ave, 2nd Floor, Watertown, MA 02472, Attn: Corporate Secretary. Insider Trading Policy We have adopted an Insider Trading Policy governing the purchase, sale and/or other dispositions of Company securities by our directors, officers, employees, consultants, and other covered persons. We believe the Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and Nasdaq listing standards. Executive Officer Biographies For the biography of Dr. Hicklin, please see the section entitled “Director Biographies” above. Biographical information, business experience, and age as of March 27, 2026, for our remaining executive officers is set forth below. Steven Bloom, age 65, has served as our Chief Business Officer since April 2025. Previously, from July 2023 until April 2025, Mr. Bloom was Chief Business Officer at Vincerx Pharma, Inc., a clinical-stage ADC oncology product platform company, focusing on business development, commercial assessment, and corporate strategy. Prior to that, he was Chief Business Officer at Transgene SA, a clinical stage biotechnology company developing twin platforms focused on oncolytic viruses and cancer vaccine therapies from January 2022 to July 2023; Chief Business Officer at Boston Pharmaceuticals, Inc., a clinical stage biotechnology company, from January 2021 to January 2022; and Chief Business Officer at Vavotar Life Sciences, LLC, an oncology-focused biotechnology company, from November 2019 to December 2020. He previously held senior roles in marketing, patient advocacy, and corporate affairs at Eli Lilly and Company. Mr. Bloom serves as the Chair of the Board of CLL Society, a nonprofit organization that addresses the unmet needs of the chronic lymphocytic leukemia and small lymphocytic lymphoma community through patient education, advocacy, support, and research. Mr. Bloom earned a B.S. at the Northeastern University College of Pharmacy. Michael Urban, age 45, has served as our Vice President of Finance and Corporate Controller since May 2023. Effective February 13, 2026, Mr. Urban was appointed as our principal financial officer and principal accounting officer. Prior to joining the Company, from March 2021 to April 2023, Mr. Urban served as Senior Director, Corporate Controller and Head of Facilities at Codiak BioSciences, Inc., a biotechnology company. Previously, Mr. Urban served as Director of Finance and Corporate Controller at Indigo Ag, Inc., an agricultural technology company from January 2019 until February 2021. Mr. Urban holds a B.S. in accounting and finance from Assumption University and is a Certified Public Accountant. Delinquent Section 16(a) Reports Section 16(a) of the Exchange Act requires our directors and executive officers, and persons who own more than ten percent of a registered class of our equity securities, to file with the SEC initial reports of ownership and reports of certain changes in ownership of common stock and other equity securities of our company. Such executive officers, directors and greater than ten percent stockholders are required by SEC regulation to furnish our company with copies of all Section 16(a) forms they file. To our knowledge, based solely on our review of the reports provided to us and on representations received from our directors and executive officers, we believe that all of our directors, executive officers and persons who beneficially own more than 10 percent of our common stock complied with all Section 16(a) filing requirements applicable to them with respect to transactions during fiscal year 2025, with the following exceptions: a late Form 4 filing was made on behalf of each of Ansbert Gadicke, MPM BioVentures 2014, L.P., and Luke Evnin, in each instance to report two transactions that occurred on March 27, 2025. Item 11. Executive Compensation This section describes the material elements of compensation awarded to, earned by or paid to each of our named executive officers for 2025. Our named executive officers for 2025 were Daniel J. Hicklin, Ph.D., our President and Chief Executive Officer, Randi Isaacs, M.D., our former Chief Medical Officer, and Timothy W. Trost, our former Chief Financial Officer and Treasurer. This section also provides qualitative information regarding the manner and context in which compensation is awarded to and earned by our executive officers and is intended to place in perspective the data presented in the tables and narrative that follow. 106 Table of Contents 2025 Summary Compensation Table The following table sets forth information regarding compensation awarded to, earned by or paid to each of our named executive officers for the years ended December 31, 2025 and 2024. Option All Other Salary Bonus Awards Compensation Total Name and Principal Position Year ($) ($) (1) ($) (2) ($) (3) ($) Daniel J. Hicklin, Ph.D (4) 2025 632,557 — 950,791 13,007 1,596,355 President and Chief Executive Officer 2024 608,237 364,638 1,559,867 12,857 2,545,599 Randi Isaacs, M.D. 2025 513,911 — 312,084 12,873 838,868 Former Chief Medical Officer (5) 2024 494,145 215,843 717,180 12,857 1,440,025 Timothy W. Trost 2025 484,638 — 256,668 13,007 754,313 Former Chief Financial Officer (6) 2024 465,998 199,820 537,885 12,857 1,216,560 (1) In light of the decision to undertake the restructuring in February 2026, our board of directors determined not to award annual bonuses for 2025. (2) The amounts reported in the “Option Awards” column reflect the aggregate grant date fair value of stock-based compensation awarded during each year computed in accordance with the provisions of the Financial Accounting Standard Board Accounting Standards Codification Topic 718, or ASC 718. See Note 10 “Stock-based Compensation” to our consolidated financial statements included within Part IV, Item 15 in this Annual Report, regarding assumptions underlying the valuation of equity awards. These amounts reflect the accounting cost for these stock options and do not reflect the actual economic value that may be realized by the named executive officer upon the exercise of the stock options or the sale of the common stock underlying such stock options. (3) The amounts reported include (i) life insurance premiums of $918 for each of Dr. Hicklin and Mr. Trost and $784 for Dr. Isaacs for 2025 and life insurance premiums of $918 for each of Drs. Hicklin and Isaacs and Mr. Trost for 2024, (ii) the payment of $1,589 for tax gross-ups for long-term disability insurance for each of Drs. Hicklin and Isaacs and Mr. Trost for each of 2025 and 2024, and (iii) 401(k) contributions matched by the company in the amount of $10,500 and $10,350 for Drs. Hicklin and Isaacs and Mr. Trost for 2025 and 2024, respectively. (4) Dr. Hicklin is also a member of our board of directors but did not receive any additional compensation in his capacity as a director. (5) Dr. Isaacs’ employment with us terminated effective February 13, 2026. (6) Mr. Trost’s employment with us terminated effective February 13, 2026. Narrative to 2025 Summary Compensation Table Our executive compensation program is administered by the compensation committee of our board of directors, subject to the oversight and approval of our board of directors. Our compensation committee reviews our executive compensation practices on an annual basis and based on this review approves, or, as appropriate, makes recommendations to our board of directors for approval of, our executive compensation program. In designing our executive compensation program, our compensation committee considers compensation data for national and regional companies in the biotechnology/pharmaceutical industry provided by our independent compensation consultant to help guide its executive compensation decisions at the time of hiring and for subsequent adjustments in compensation. During the past fiscal year, the compensation committee retained Pearl Meyer & Partners, LLC, or Pearl Meyer, a compensation consulting firm, to advise the compensation committee on our compensation program for executive officers, which includes base salaries, annual performance-based cash incentives and equity incentive awards and Pearl Meyer made recommendations with respect to the amount and form of executive and director compensation. Although our compensation committee considers the advice and guidance of Pearl Meyer as to our executive compensation programs, our compensation committee ultimately makes its own decision about these matters. In the future, we expect that our compensation committee will continue to engage independent compensation consultants to provide additional guidance on our executive compensation programs and to conduct further competitive benchmarking against a peer group of publicly traded companies. Base Salary We use base salaries to recognize the experience, skills, knowledge and responsibilities required of all our employees, including our named executive officers. None of our named executive officers is currently party to an employment agreement or other agreement or arrangement that provides for automatic or scheduled increases in base salary. In January 2025, we set the 2025 base salaries for Drs. Hicklin and Isaacs and Mr. Trost at $632,557, $513,911, and $484,638, respectively. Annual Bonus The employment agreements for Drs. Hicklin and Isaacs and Mr. Trost provide that they will be eligible for annual bonuses up to a specified percentage of their base salary, based upon the assessment of the board of directors (or a committee thereof), in its sole discretion, of the officer’s performance and our Company’s performance during the applicable fiscal year. These annual bonuses are calculated as a percentage of base salary and are designed to motivate our employees to achieve annual goals based 107 Table of Contents on our strategic, financial and operating performance objectives. From time to time, our board of directors or our compensation committee may approve discretionary annual cash bonuses to our named executive officers. The target annual bonus percentages for the 2025 bonuses were 55% for Dr. Hicklin and 40% for each of Dr. Isaacs and Mr. Trost. In light of the decision to undertake the restructuring in February 2026, our board of directors determined not to award annual bonuses for 2025. Equity Incentives Although we do not have a formal policy with respect to the grant of equity incentive awards to our executive officers, or any formal equity ownership guidelines applicable to them, we believe that equity grants provide our executive officers with a strong link to our long-term performance, create an ownership culture and help to align the interests of our executive officers and our stockholders. In addition, we believe that equity grants with a time-based vesting feature promote executive retention because this feature incentivizes our executive officers to remain in our employment during the vesting period. Accordingly, our board of directors periodically reviews the equity incentive compensation of our executive officers, including our named executive officers, and from time to time may grant equity incentive awards to them in the form of stock options. On January 2, 2025, we granted stock option awards to purchase 592,690 shares, 187,500 shares and 150,000 shares of our common stock to Drs. Hicklin and Isaacs and Mr. Trost, respectively. These stock options vest in equal monthly installments over a four-year period beginning on February 1, 2025 and ending on January 1, 2029. On January 2, 2025, we granted stock option awards to purchase 185,652 shares, 68,151 shares and 60,358 shares of our common stock to Drs. Hicklin and Isaacs and Mr. Trost, respectively. These stock options vest in full on January 1, 2027. The vesting of the stock options granted to our named executive officers is subject to acceleration upon certain terminations of the officer’s employment with us, as described below under “Employment Agreements with our Named Executive Officers.” In 2025, we granted option awards to our named executive officers with time-based vesting. The time-based vesting option awards that we have granted to our executive officers generally vest in equal monthly installments over four years following the vesting commencement date. Vesting rights cease upon termination of employment and exercise rights for stock options cease shortly after termination of employment. Prior to the exercise of a stock option, the holder has no rights as a stockholder with respect to the shares subject to such stock option, including no voting rights and no right to receive dividends or dividend equivalents. The exercise price of all stock options granted since the closing of our initial public offering is equal to the fair market value of shares of our common stock on the date of grant, which we determine by reference to the closing market price of our common stock on the date of grant. Policies and Practices Related to the Grant of Certain Equity Awards We grant stock options to our employees and directors on an annual basis. We also grant stock options to individuals upon hire or promotion and may grant stock options for retention purposes. During the last fiscal year, neither our board of directors nor our compensation committee took material nonpublic information into account when determining the timing or terms of stock options, nor did the Company time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. While we do not have any policy or obligation that requires us to grant stock options on specified dates, annual stock option grants to employees are typically approved at a meeting of our compensation committee that is held in December, and the grants are effective on the first business day of the following fiscal year. During fiscal 2025, we did not grant stock options to any named executive officer during any period beginning four business days before and ending one business day after the filing of any Form 10-Q or 10-K, or the filing or furnishing of a Form 8-K that discloses material nonpublic information. 108 Table of Contents Outstanding Equity Awards at 2025 Fiscal Year End The following table sets forth information regarding all outstanding stock options held by each of our named executive officers as of December 31, 2025. Option Awards Number of Securities Underlying Unexercised Options Exercisable Number of Securities Underlying Unexercised Options Unexercisable Option Exercise Price Option Expiration Date Name (#) (#) ($) Daniel J. Hicklin, Ph.D 727,377 0 4.77 12/7/2030 155,416 0 16.00 4/29/2031 211,390 4,498 (1) 11.55 1/5/2032 215,468 80,032 (2) 2.05 12/31/2032 208,437 226,563 (3) 4.64 12/31/2033 135,824 456,866 (4) 1.56 12/31/2034 0 185,652 (5) 1.56 12/31/2034 Randi Isaacs, M.D. 176,966 0 3.03 11/8/2030 140,208 0 4.77 12/7/2030 56,786 0 16.00 4/29/2031 77,859 1,657 (1) 11.55 1/5/2032 75,322 27,978 (2) 2.05 12/31/2032 95,833 104,167 (3) 4.64 12/31/2033 42,968 144,532 (4) 1.56 12/31/2034 0 68,151 (5) 1.56 12/31/2034 Timothy W. Trost 247,812 0 5.98 2/11/2031 54,756 0 16.00 4/29/2031 64,585 1,375 (1) 11.55 1/5/2032 74,958 27,842 (2) 2.05 12/31/2032 71,875 78,125 (3) 4.64 12/31/2033 34,375 115,625 (4) 1.56 12/31/2034 0 60,358 (5) 1.56 12/31/2034 (1) This option vests over four years in equal monthly installments following January 1, 2022, subject to continuous service. (2) This option vests over four years in equal monthly installments following January 1, 2023, subject to continuous service. (3) This option vests over four years in equal monthly installments following January 1, 2024, subject to continuous service. (4) This option vests over four years in equal monthly installments following January 1, 2025, subject to continuous service. (5) This option vests in full on January 1, 2027, subject to continuous service. Employment Agreements with our Named Executive Officers We entered into employment agreements with each of Drs. Hicklin and Isaacs and Mr. Trost that became effective on April 29, 2021. These employment agreements set forth the terms and conditions of each executive’s continued employment with us, including base salary, target annual bonus opportunity, standard employee benefit plan participation and certain benefits upon termination of the executive’s employment under specified conditions. The employment of all of our named executive officers is at will. Under the employment agreements, Dr. Hicklin’s base salary was initially set at $510,000 and his annual target bonus amount was set at 50%, Dr. Isaacs’s base salary was initially set at $425,000 and her annual target bonus amount was set at 40%, and Mr. Trost’s base salary was set at $385,000 and his annual target bonus amount was set at 40%. The employment agreements provide that, in the event that the executive’s employment is terminated by us without “cause” or by the executive for “good 109 Table of Contents reason,” then subject to the execution and effectiveness of a separation and release agreement, the executive will be entitled to receive (i) an amount equal to (x) 12 months of base salary in the case of Dr. Hicklin if such termination occurs more than three months prior to or more than 12 months following a “change in control,” and nine months of base salary in the case of Dr. Isaacs and Mr. Trost if such termination occurs prior to or more than 12 months following a change in control, in each case, payable on our regular payroll practices, or (y) 18 months of base salary in the case of Dr. Hicklin if such termination occurs within three months prior to or 12 months following a change in control, and 12 months base salary in the case of Dr. Isaacs and Mr. Trost if such termination occurs within 12 months following a change in control, in each case, payable in a lump sum; (ii) an amount equal to the executive’s full target bonus for the year in which the executive’s date of termination occurs payable as a lump sum, if such termination occurs within three months prior to or 12 months following a change in control in the case of Dr. Hicklin or if such termination occurs within 12 months following a change in control in the case of Dr. Isaacs and Mr. Trost; and (iii) payment of the monthly employer COBRA premium for a period corresponding to the months of base salary paid. In addition, the employment agreements provide that in the event of a termination of the executive’s employment by us without cause or by the executive for good reason then, subject to the timely execution of the separation and release agreement, the vesting of all unvested equity awards that vest solely on the passage of time held by the executive will be accelerated (i) as to six additional months of vesting if such termination occurs more than three months prior to or more than 12 months following a change in control in the case of Dr. Hicklin, or prior to or more than 12 months following a change in control in the case of Dr. Isaacs and Mr. Trost and (ii) in full if such termination occurs within three months prior to or 12 months following a change in control in the case of Dr. Hicklin, or within 12 months following a change in control in the case of Dr. Isaacs and Mr. Trost. Pursuant to the terms of their employment agreements, each of our named executive officers has entered into standard form agreements with respect to non-competition, non-solicitation, confidential information and assignment of inventions. Executive Retention Agreement On February 17, 2026, we entered into a letter agreement with Dr. Hicklin pursuant to which he was entitled to (i) a retention bonus comprised of a lump sum cash payment of $316,284, which was paid as an advance and is earned on August 15, 2026 (the “Retention Date”), contingent on his continued employment in good standing with the Company until such date and subject to repayment to the Company if, at any time prior to the Retention Date, he provide notices of employment resignation, or actually resigns, or the Company terminates his employment for cause and (ii) an additional bonus payment in the total amount of $316,284 (the “Additional Bonus Payment”), which is to be paid in equal installments between the effective date of the letter agreement and August 15, 2026, contingent on his continued employment in good standing with the Company through each applicable payment date. If the Company terminates his employment without cause, and Dr. Hicklin signs a release of claims, he will be entitled to a lump sum payment equal to an amount equal to the Additional Bonus Payment minus any portion of the Additional Bonus Payment paid prior to such termination of employment. Pursuant to the letter agreement, Dr. Hicklin agreed to waive certain provisions of his employment agreement related to the payment of cash severance upon the termination of his employment by the Company without cause. In addition, the letter agreement provides that the exercise period for stock options that are outstanding and vested as of August 15, 2026 will be extended from three months until the final exercise date, as such term is defined in the applicable option agreement subject to Dr. Hicklin’s continuous employment through such date. Severance Benefits On February 9, 2026, in connection with the Reduction, the Company and each of Mr. Trost and Dr. Isaacs, agreed that Mr. Trost and Dr. Isaacs would resign as Chief Financial Officer and Chief Medical Officer, as applicable, effective February 13, 2026. Both Mr. Trost and Dr. Isaacs were entitled to severance benefits in accordance with their employment agreements upon execution of a separation agreement and general release of claims comprising (i) an amount equal to nine months base salary, and (ii) payment of the monthly employer COBRA premium for nine months. In addition, the separation agreements provide that the exercise period for stock options that are outstanding and vested as of the separation date will be extended from three months until the final exercise date, as such term is defined in the applicable option agreement. In connection with their resignations, both Mr. Trost and Dr. Isaacs entered into consulting agreements with the Company, effective as of February 16, 2026, pursuant to which Mr. Trost and Dr. Isaacs are assisting with ensuring an orderly transition of their responsibilities and provide such other services determined and reasonably requested by the Company from time to time for a period of up to six months. The Company will pay each of Mr. Trost and Dr. Isaacs $250 per hour in exchange for the services they provide under the consulting agreements. 401(k) Plan We maintain a defined contribution employee retirement plan for our employees, including our named executive officers. The plan is intended to qualify as a tax-qualified 401(k) plan so that contributions to the 401(k) plan, and income earned on such 110 Table of Contents contributions, are not taxable to participants until withdrawn or distributed from the 401(k) plan (except in the case of contributions under the 401(k) plan designated as Roth contributions). Under the 401(k) plan, each employee is fully vested in his or her deferred salary contributions and any qualified nonelective contributions made by us. Employee contributions are held and invested by the plan’s trustee as directed by participants. The 401(k) plan provides us with the discretion to match employee contributions. In 2025 and 2024, we matched 50% of each participant’s contribution up to a maximum of 6% of the participant’s eligible compensation paid during the period. Other Policies, Procedures, or Considerations Anti-Hedging and Pledging Policy . Our insider trading policy expressly prohibits all of our employees, including our named executive officers, as well as our directors, family members and controlled entities from engaging in speculative transactions in our securities, including short sales, puts/calls, purchases of financial instruments that are designed to hedge or offset any decrease in the market value of our securities, and margin accounts or pledges. Rule 10b5-1 Sales Plans. Our directors and executive officers may adopt written plans, known as Rule 10b5-1 plans, in which they will contract with a broker to buy or sell shares of our common stock on a periodic basis. Under a Rule 10b5-1 plan, a broker executes trades pursuant to parameters established by the director or officer when entering into the plan, without further direction from the director or officer. It also is possible that the director or officer could amend the plan in certain circumstances when not in possession of material nonpublic information or terminate the plan. In addition, our directors and executive officers may buy or sell additional shares outside of a Rule 10b5-1 plan when they are not in possession of material nonpublic information. Clawback Policy . We have adopted a “clawback policy” to comply with Nasdaq listing standards which provides that, in the event that we are required to prepare an accounting restatement, we will attempt to recover from our current or former executive officers the pre-tax amount of incentive-based compensation in excess of what would have been paid to such executive officer after giving effect to the accounting restatement during the three completed fiscal years immediately preceding the earlier of (i) the date our board of directors, or a committee of our board of directors, or the officer or officers of the Company authorized to take such action if board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare an accounting restatement, or (ii) the date a court, regulator, or other legally authorized body directs the Company to prepare an accounting restatement. For purposes of the policy, incentive-based compensation means any compensation that is granted, earned or vested based wholly or in part upon the attainment of any measures determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measures that are derived wholly or in part from such measures (whether or not such measures are presented within the Company’s financial statements or included in a filing made with the SEC); stock price; and total stockholder return. If the incentive-based compensation is based on our stock price or total stockholder return and the amount of excess incentive-based compensation is not calculable directly from the information in an accounting restatement, the amount recovered will be based on a reasonable estimate of the effect of the acc ounting restatement on the stock price or total stockholder return upon which the incentive-based compensation was received. 2025 Director Compensation The table below shows all compensation to our non-employee directors during the year ended December 31, 2025. Fees Earned or Paid in Cash Option Awards All Other Compensation Total Name ($) ($) (1) ($) ($) Michael Atkins, M.D. 33,000 26,441 (2) 52,500 (3) 111,941 Meeta Chatterjee, Ph.D. 36,750 26,441 (2) — 63,191 Derek DiRocco, Ph.D. 22,999 — (4) — 22,999 Luke Evnin, Ph.D. 62,250 26,441 (2) — 88,691 Alon Lazarus, Ph.D. 43,125 26,441 (5) — 69,566 Briggs W. Morrison, M.D. 30,000 26,441 (2) — 56,441 Michael Sherman, MBA 45,000 26,441 (2) — 71,441 Anil Singhal, Ph.D. 29,118 66,205 (2) — 95,323 (1) The amounts reported in the “Option Awards” column reflect the aggregate grant date fair value of stock-based compensation awarded during the year computed in accordance with the provisions of the Financial Accounting Standard Board Accounting Standards Codification Topic 718, or ASC 718. See Note 10 “Stock-based Compensation” to our consolidated financial statements included within Part IV, Item 15 in this Annual Report, regarding assumptions underlying the valuation of equity awards. These amounts reflect the accounting cost for these stock options and do not reflect the actual economic value that may be realized by the director upon the exercise of the stock options or the sale of the common stock underlying such stock options. 111 Table of Contents (2) As of December 31, 2025, the aggregate number of shares of our common stock subject to outstanding option awards for each non-employee director serving during 2025 was as follows: Dr. Atkins, 68,723 shares; Dr. Chatterjee, 88,633 shares; Dr. Evnin, 92,500 shares; Dr. Morrison, 123,547 shares; Mr. Sherman, 92,500 shares; and Dr. Singhal, 62,358 shares. (3) Dr. Atkins received the amount reported in this column for service in 2025 on our Scientific Advisory Board. (4) Dr. DiRocco resigned from our board of directors effective June 12, 2025. Upon his resignation, all outstanding option awards that had not yet vested were immediately forfeited. For any outstanding option awards which had vested as of June 12, 2025, Dr. DiRocco was entitled to exercise his rights with respect to such awards for a period of up to 90 days following June 12, 2025, at which point all remaining outstanding option awards were forfeited. Dr. DiRocco has no outstanding option awards as of December 31, 2025. (5) Dr. Lazarus passed away on September 30, 2025. Upon his death, all outstanding option awards that had not yet vested were immediately forfeited. For any outstanding option awards which had vested as of September 30, 2025, Dr. Lazarus’ designated beneficiary is entitled to exercise their rights with respect to such awards up until the first anniversary of September 30, 2025, at which point all remaining outstanding option awards will be forfeited. Dr. Lazarus’ designated beneficiary has 65,500 outstanding option awards as of December 31, 2025. Dr. Hicklin, one of our directors who also serves as our president and chief executive officer, does not receive any additional compensation for his service as a director. Dr. Hicklin is one of our named executive officers and, accordingly, the compensation that we pay to Dr. Hicklin is discussed above under “2025 Summary Compensation Table” and “Narrative to 2025 Summary Compensation Table.” Our board of directors has approved a non-employee director compensation program that is designed to enable us to attract and retain, on a long-term basis, highly qualified non-employee directors. Under this director compensation program, we pay our non-employee directors a cash retainer for service on the board of directors and for service on each committee on which the director is a member. The chair of the board and of each committee receive higher retainers for such service. These fees are payable in arrears in four equal quarterly installments on the last day of each quarter, provided that the amount of such payment is prorated for any portion of such quarter that the director is not serving on our board of directors. In conjunction with the strategic review process described in Part 1, Item 1 in this Annual Report, our board of directors determined to forego payment of fees for their service during the fourth quarter of 2025 and going forward until such time that the strategic review process is concluded with a satisfactory outcome, at the discretion of our compensation committee. During the year ended December 31, 2025, the fees paid to non-employee directors for service on the board of directors and for service on each committee of the board of directors on which the director is a member were as follows: Chair Fee Other Member Fee ($) ($) Board of Directors 52,500 30,000 Audit Committee 11,250 5,625 Compensation Committee 7,500 3,750 Nominating and Corporate Governance Committee 6,000 3,000 We also reimburse our non-employee directors for reasonable travel and other expenses incurred in connection with attending meetings of our board of directors and any committee of our board of directors on which they serve. In addition, under our director compensation program, each non-employee director, upon his or her election or appointment to our board of directors, receives an option to purchase a number of shares of our common stock under the 2021 Plan. In 2025, the number of shares subject to this new director grant was 54,000. Each of these options vests with respect to one-third of such shares on the first anniversary of the grant date and thereafter in equal monthly installments until all shares are vested on the third anniversary of the grant date, subject to the non-employee director’s continued service as a director. Further, on the date of each annual meeting of stockholders, each non-employee director receives an option to purchase a number of shares of our common stock under the 2021 Plan; provided that if any director is initially elected to the board of directors in the twelve months preceding the annual meeting, the number of shares subject to the option will be pro-rated on a monthly basis for time in service (including partial months). In 2025, the number of shares subject to this annual grant was 27,000. Each of these options vests in full on the earlier of the first anniversary of the grant date and the next annual meeting of stockholders following the grant date, subject to the non-employee director’s continued service as a director. All options issued to our non-employee directors under our director compensation program will be issued at exercise prices equal to the fair market value of our common stock on the date of grant and will have a term of ten years. Upon a change of control of our company any unvested options held by our non-employee directors will automatically vest. Our compensation committee is responsible for reviewing the compensation of our non-employee directors periodically and recommends changes to the board of directors when it deems appropriate. Our compensation committee conducts this review through the assistance of the compensation committee’s external compensation consultant, although the compensation committee ultimately makes its own decision about these matters. 112 Table of Contents Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Unless otherwise provided below, the following table sets forth information with respect to the beneficial ownership of our common stock as of March 2, 2026 by: • each of our directors; • each of our named executive officers; • all of our directors and current executive officers as a group; and • each person, or group of affiliated persons, who is known to us to be the beneficial owner of 5% or more of the outstanding shares of our common stock. Beneficial ownership is determined in accordance with the rules and regulations of the SEC and includes voting or investment power with respect to our common stock. Shares of our common stock that an individual has a right to acquire within 60 days after March 2, 2026, are considered outstanding and beneficially owned by the person holding such right for the purpose of calculating the percentage ownership of that person but not for the purpose of calculating the percentage ownership of any other person, except with respect to the percentage ownership of all directors and executive officers. Except as otherwise noted, the persons and entities in this table have sole voting and investing power with respect to all of the shares of our common stock beneficially owned by them, subject to community property laws, where applicable. Unless otherwise indicated, the address of each beneficial owner is c/o Werewolf Therapeutics, Inc., 200 Talcott Ave, 2 nd Floor, Watertown, MA 02472. As of March 2, 2026, there were 48,596,817 shares of our common stock issued and outstanding. Name of Beneficial Owners Number of Shares Beneficially Owned Percentage of Shares Beneficially Owned (%) 5% Stockholders: Entities affiliated with RA Capital (1) 6,681,307 13.7 % Entities affiliated with MPM Capital (2) /UBS Oncology Impact Fund, L.P. (3) 3,368,670 6.9 % Directors and Named Executive Officers: Luke Evnin, Ph.D. (2)(4) 2,225,360 4.6 % Michael Atkins, M.D. (5) 47,348 * Meeta Chatterjee, Ph.D. (6) 61,633 * Briggs Morrison, M.D. (7) 112,070 * Michael Sherman, MBA (8) 65,500 * Anil Singhal, Ph.D. (9) 21,000 * Daniel J. Hicklin, Ph.D. (10) 2,430,943 5.0 % Randi Isaacs, M.D. (11) 688,050 1.4 % Timothy Trost (12) 566,519 1.2 % All directors and current executive officers as a group (9 persons) (13) 5,102,103 10.5 % * Represents beneficial ownership of less than 1%. (1) Based on a Schedule 13D filed with the SEC on November 6, 2025, and information known to us. Consists of (i) 6,237,482 shares of common stock held by RA Capital Healthcare Fund, L.P., or the Fund, and (ii) 443,825 shares of common stock held by the RA Capital Nexus Fund II, L.P., or the Nexus Fund II. The general partner of RA Capital is RA Capital Management GP, LLC, of which Dr. Kolchinsky and Mr. Shah are the controlling persons. RA Capital serves as investment adviser for the Fund and the Nexus Fund II and may be deemed a beneficial owner, for purposes of Section 13(d) of the Exchange Act, of any securities of the Company held by the Fund or the Nexus Fund II. The Fund and the Nexus Fund II have delegated to RA Capital the sole power to vote and the sole power to dispose of all securities held in the Fund’s and the Nexus Fund II’s portfolio, including shares of our common stock. Because the Fund and the Nexus Fund II have divested themselves of voting and investment power over the reported securities they hold and may not revoke that delegation on less than 61 days’ notice, the Fund and the Nexus Fund II disclaim beneficial ownership of the securities they hold for purposes of Section 13(d) of the Exchange Act and therefore disclaim any obligation to report ownership of the reported securities under Section 13(d) of the Exchange Act. As managers of RA Capital, Dr. Kolchinsky and Mr. Shah may be deemed beneficial owners, for purposes of Section 13(d) of the Exchange Act, of any securities of the Company beneficially owned by RA Capital. RA Capital, Dr. Kolchinsky, and Mr. Shah disclaim beneficial ownership of the securities reported other than for the purpose of determining their obligations under Section 13(d) of the Exchange Act, and the filing of the Schedule 13D/A shall not be deemed an admission that either RA Capital, Dr. Kolchinsky, or Mr. Shah is the beneficial owner of such securities for any other purpose. The address of the principal business office of each of the reporting persons is 200 Berkeley Street, 18th Floor, Boston, MA 02116. (2) Based on a Schedule 13D/A filed with the SEC on January 16, 2026. Consists of (i) 231,408 shares of common stock held by MPM Asset Management LLC, (ii) 1,461,054 shares of common stock held by MPM BioVentures 2014, L.P., or MPM 2014, (iii) 97,450 shares of common stock held by MPM BioVentures 2014 (B), L.P., or MPM 2014(B), (iv) 50,289 shares of common stock held by MPM Asset Management Investors BV2014 LLC, or MPM 113 Table of Contents BV2014, and (v) 319,659 shares of common stock held by MPM Oncology Innovations Fund, L.P., or MPM OIF. MPM 2014, MPM 2014(B), MPM BV2014 and MPM OIF are collectively referred to as the MPM Entities. Luke Evnin, a member of our board of directors, Ansbert Gadicke and Todd Foley are the managing directors of MPM BioVentures 2014 LLC, or BV2014 LLC. BV2014 LLC is the manager of MPM BV2014 and managing member of MPM BioVentures 2014 GP LLC, which is the general partner of MPM 2014 and MPM 2014(B). Each of Dr. Evnin, Dr. Gadicke and Mr. Foley shares power to vote, acquire, hold and dispose of the shares held by MPM 2014, MPM 2014(B) and MPM BV2014. Luke Evnin and Ansbert Gadicke are the managers of MPM Oncology Innovations Fund GP LLC, which is the general partner of MPM OIF. Dr. Evnin and Dr. Gadicke share power to vote, acquire, hold and dispose of the shares held by MPM OIF. Luke Evnin and Ansbert Gadicke are the members of MPM Asset Management LLC. MPM Asset Management LLC is the management company for each of the MPM Entities. Dr. Evnin and Dr. Gadicke share power to vote, acquire, hold and dispose of the shares held by MPM Asset Management LLC. Each of the entities and individuals listed above expressly disclaims beneficial ownership of the securities listed above except to the extent of any pecuniary interest therein. The address of each of the MPM Entities and MPM Asset Management LLC is 339 Boylston Street, Suite 1100, Boston, MA 02116. (3) Based on a Schedule 13D/A filed with the SEC on January 16, 2026. Consists of 1,208,810 shares of common stock held by UBS Oncology Impact Fund, L.P., or UBS OIF. The general partner of UBS OIF is MPM BioImpact LLC. Dr. Ansbert Gadicke is the managing partner of MPM BioImpact LLC. Each of the entities and individuals listed above expressly disclaims beneficial ownership of the securities listed above except to the extent of any pecuniary interest therein. The address of MPM BioImpact LLC and the individuals referenced above is 339 Boylston Street, Suite 1100, Boston, MA 02116. (4) Consists of 2,159,860 shares of common stock and 65,500 shares of common stock underlying stock options exercisable within 60 days of March 2, 2026. (5) Consists of 14,419 shares of common stock and 32,929 shares of common stock underlying stock options exercisable within 60 days of March 2, 2026. (6) Consists of 61,633 shares of common stock underlying stock options exercisable within 60 days of March 2, 2026. (7) Consists of 15,523 shares of common stock and 96,547 shares of common stock underlying stock options exercisable within 60 days of March 2, 2026. (8) Consists of 65,500 shares of common stock underlying stock options exercisable within 60 days of March 2, 2026. (9) Consists of 21,000 shares of common stock underlying stock options exercisable within 60 days of March 2, 2026. (10) Consists of 647,047 shares of common stock and 1,783,896 shares of common stock underlying stock options exercisable within 60 days of March 2, 2026. (11) Consists of 688,050 shares of common stock underlying stock options exercisable within 60 days of March 2, 2026. (12) Consists of 566,519 shares of common stock underlying stock options exercisable within 60 days of March 2, 2026. (13) Consists of 2,842,133 shares of common stock and 2,259,970 shares of common stock underlying options that are exercisable as of March 2, 2026 or will become exercisable within 60 days after such date. Equity Compensation Plan Information The following table contains information about our 2017 Stock Incentive Plan, or the 2017 Plan, the 2021 Plan, and our 2021 Employee Stock Purchase Plan, or the 2021 ESPP, as of December 31, 2025: Plan Category Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights Weighted Average Exercise Price of Outstanding Options, Warrants and Rights Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (a) (b) (c) Equity compensation plans approved by security holders (1) 9,753,152 $ 4.79 2,599,955 Equity compensation plans not approved by security holders (2) 201,720 $ 0.87 — Total 9,954,872 $ 4.71 2,599,955 (1) Includes the 2017 Plan, the 2021 Plan and the 2021 ESPP. As of December 31, 2025, 2,039,026 shares of our common stock were available for issuance under the 2021 Plan. The number of shares reserved for issuance under the 2021 Plan will be increased on each January 1 through January 1, 2031 by the lesser of (i) 5% of the number of shares of our common stock outstanding on the first day of such year and (ii) an amount determined by our board of directors. The shares of common stock underlying any awards that are expired, forfeited, canceled, held back upon exercise or settlement of an award to satisfy the exercise price or tax withholding, repurchased or are otherwise terminated by us under the 2021 Plan or the 2017 Plan are added back to the shares of common stock available for issuance under the 2021 Plan. As of December 31, 2025, 560,929 shares of our common stock were reserved for issuance under the 2021 ESPP. The number of shares reserved for issuance under the 2021 ESPP will be increased on each January 1 through January 1, 2032 by the least of (i) 488,000 shares, (ii) 1% of the number of shares of our common stock outstanding on the first day of such year and (iii) an amount determined by our board of directors. Our board of directors determined that the current shares of common stock reserved for issuance under the 2021 Plan and the 2021 ESPP are sufficient to meet the short-term needs of each plan, and accordingly determined not to increase the number of shares of common stock reserved for issuance on January 1, 2026 for either plan. (2) Consists of outstanding stock option awards approved by our board of directors as inducement material to the acceptance of employment of Steven Bloom, our chief business officer in accordance with Nasdaq Listing Rule 5635(c)(4). His award was granted on May 1, 2025 and has an exercise price of $0.87 per share, equal to the closing price per share of our common stock on the date of grant. The stock option has a ten-year term and vests as to 25% on the first anniversary of the effective date of Mr. Bloom’s employment and the remaining 75% vests in 36 equal monthly installments thereafter, subject to continued service by Mr. Bloom to Werewolf or any of its subsidiaries through each applicable vesting date. 114 Table of Contents Item 13. Certain Relationships and Related Transactions, and Director Independence Director Independence The rules of the Nasdaq Stock Market, or Nasdaq, require a majority of a listed company’s board of directors to be comprised of independent directors within one year of listing. In addition, Nasdaq rules require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating and corporate governance committees be independent. Audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended, or the Exchange Act, and compensation committee members must also satisfy the independence criteria set forth in Rule 10C-1 under the Exchange Act. Under applicable Nasdaq rules, a director will only qualify as an “independent director” if, in the opinion of the listed company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In order to be considered independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors, or any other board committee, accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries or otherwise be an affiliated person of the listed company or any of its subsidiaries. In order to be considered independent for purposes of Rule 10C-1, the board must consider, for each member of a compensation committee of a listed company, all factors specifically relevant to determining whether a director has a relationship to such company which is material to that director’s ability to be independent from management in connection with the duties of a compensation committee member, including, but not limited to: (1) the source of compensation of the director, including any consulting advisory or other compensatory fee paid by such company to the director; and (2) whether the director is affiliated with the company or any of its subsidiaries or affiliates. In March 2026, our board of directors undertook a review of the composition of our board of directors and its committees and the independence of each director. Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships, our board of directors has determined that each of our current directors and director nominees, with the exception of Daniel J. Hicklin and Briggs W. Morrison, is an “independent director” as defined under applicable Nasdaq rules, including, in the case of all the members of our audit committee, the independence criteria set forth in Rule 10A-3 under the Exchange Act, and in the case of all the members of our compensation committee, the independence criteria set forth in Rule 10C-1 under the Exchange Act. In making such determination, our board of directors considered the relationships that each such non-employee director has with our company and all other facts and circumstances that our board of directors deemed relevant in determining his or her independence, including the beneficial ownership of our capital stock by each non-employee director. Daniel J. Hicklin is not an independent director under these rules because he is our President and Chief Executive Officer. Briggs W. Morrison is not an independent director as a result of certain payments made by Crossbow Therapeutics, Inc., or Crossbow, to us pursuant to the terms of a sublease agreement we entered into with Crossbow in May 2022. For further discussions about the sublease, please see “Certain Relationships and Related Person Transactions — Sublease Agreement.” There are no family relationships among any of our directors or executive officers. Transactions with Related Persons Since January 1, 2024, we have engaged in the following transactions in which the amounts involved exceeded $120,000 and any of our directors, executive officers or holders of more than 5% of our voting securities, or any member of the immediate family of, or person sharing the household with, the foregoing persons, had or will have a direct or indirect material interest. We believe that all of the transactions described below were made on terms no less favorable to us than could have been obtained from unrelated third parties. Amended and Restated Royalty Transfer Agreement In December 2017, we entered into a royalty transfer agreement with MPM Oncology Impact Fund Charitable Foundation, Inc., or MPM Charitable Foundation, and UBS Optimus Foundation, or the Royalty Transfer Agreement. MPM Charitable Foundation is affiliated with MPM Capital, and UBS Optimus Foundation is affiliated with UBS Oncology Impact Fund L.P. Dr. Ansbert Gadicke shares the power to vote, acquire, hold and dispose of the shares held by the entities affiliated with MPM Capital, and he is the managing partner of the company that is the general partner of UBS Oncology Impact Fund L.P. See Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. Under the Royalty Transfer Agreement, we are obligated to pay a royalty of 0.5% of net sales of our products to each of MPM Charitable Foundation and UBS Optimus Foundation. In August 2019, we amended the Royalty Transfer Agreement by entering into an amended and restated royalty transfer agreement, or the Amended Royalty Transfer Agreement, which provided that only products in our product pipeline at the time of our initial public offering or a change in control would be subject to the royalty on net sales. Under the Amended Royalty Transfer Agreement, our obligation to pay a royalty expires on a product-by-product and country-by-country basis upon the later of the 12th anniversary of the first commercial sale of such product in such country 115 Table of Contents and expiration of the last valid claim in such country covering such product. The royalty rate is subject to a specified reduction for lack of any valid claim covering such product in a country. The obligation to pay royalties under the Amended Royalty Transfer Agreement shall not apply to any product that would only infringe our intellectual property rights that are discovered or developed after our initial public offering or to any product of an acquirer, assignee of the agreement or merger partner of ours so long as such product does not incorporate any of our pre-acquisition intellectual property. Additionally, in December 2017, we entered into a royalty direction letter, which was amended and restated in August 2019, with MPM Charitable Foundation, UBS Optimus Foundation and UBS Oncology Impact Fund L.P., pursuant to which we agreed that a portion of the consideration received from UBS Oncology Impact Fund L.P. for the purchase of shares of Series A preferred stock in connection with our Series A preferred stock financing was to be treated as consideration for the royalty on net sales under the Amended Royalty Transfer Agreement. Affiliates of MPM Capital and UBS Oncology Impact Fund L.P. that own shares of our common stock hold interests in MPM Charitable Foundation and UBS Optimus Foundation. Indemnification Agreements Our restated certificate of incorporation provides that we will indemnify our directors and officers to the fullest extent permitted by Delaware law. In addition, we have entered into indemnification agreements with all of our directors and executive officers. These indemnification agreements may require us, among other things, to indemnify each such director or executive officer for some expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by him or her in any action or proceeding arising out of his or her service as one of our directors or executive officers. Sublease Agreement In May 2022, we entered into a sublease agreement with Crossbow, to sublease to Crossbow the entirety of our office and laboratory space in Cambridge, Massachusetts. The term of the sublease agreement commenced in June 2022 and ended in March 2024, with no option to extend. We received cash payments under this sublease of approximately $0.4 million during the year ended December 31, 2024. In addition, we received $0.2 million from Crossbow in June 2022 as a security deposit, which was remitted to Crossbow following the termination of the sublease. Dr. Morrison serves as the Chief Executive Officer of Crossbow and holds 5% of Crossbow’s outstanding common stock. Additionally, certain entities affiliated with MPM Capital are beneficial owners of Crossbow. Dr. Evnin co-founded MPM Capital and currently serves as Managing Director, and Dr. Morrison currently serves as Executive Partner. Item 14. Principal Accountant Fees and Services The following table provides information regarding the fees billed by Ernst & Young LLP for the fiscal years ended December 31, 2025 and 2024: Fee Category 2025 2024 Audit fees (1) $ 770,101 $ 729,175 Audit related fees $ — $ — Tax fees (2) $ 23,175 $ 70,086 All other fees (3) $ 5,200 $ 5,200 Total fees $ 798,476 $ 804,461 (1) “Audit fees” during the 2025 and 2024 fiscal years consist of fees for the audit of our annual financial statements, the review of the interim financial statements included in our quarterly reports on Form 10-Q and other professional services provided in connection with regulatory filings or engagements. (2) “Tax fees” during the 2025 and 2024 fiscal years consist of fees for professional services, including tax compliance and advisory services primarily related to the preparation of state and federal tax returns. (3) “All other fees” during the 2025 and 2024 fiscal years consist of subscription fees. 116 Table of Contents PART IV Item 15. Exhibit and Financial Statement Schedules (1) Financial Statements The following documents are attached hereto and are filed as part of this Annual Report. Report of the Independent Registered Public Accounting Firm (PCAOB ID No. 42 ) 118 Consolidated Balance Sheets 119 Consolidated Statements of Operations 120 Consolidated Statements of Stockholders’ Equity 121 Consolidated Statements of Cash Flows 122 Notes to Consolidated Financial Statements 123 (2) Financial Statement Schedules Schedules have been omitted since they are either not required or not applicable or the information is otherwise included herein. (3) Exhibits The exhibits filed or furnished as part of this Annual Report are listed in the Exhibit Index immediately preceding the signatures, which Exhibit Index is incorporated herein by reference. Item 16. Form 10-K Summary None. 117 Table of Contents Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of Werewolf Therapeutics, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Werewolf Therapeutics, Inc. (the Company) as of December 31, 2025 and 2024, the related consolidated statements of operations , 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. The Company’s Ability to Continue as a Going Concern The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered recurring losses from operations, has limited financial resources, and has stated that substantial doubt exists about the Company’s ability to continue as a going concern. Management's evaluation of the events and conditions and management’s plans regarding these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ Ernst & Young LLP We have served as the Company’s auditor since 2022. Boston, Massachusetts March 27, 2026 118 Table of Contents Werewolf Therapeutics, Inc. Consolidated Balance Sheets (amounts in thousands, except share and per share amounts) December 31, 2025 2024 Assets Current assets: Cash and cash equivalents $ 57,050 $ 110,995 Prepaid expenses and other current assets 1,536 2,071 Total current assets 58,586 113,066 Property and equipment, net 4,688 6,322 Restricted cash and cash equivalents 901 1,220 Operating lease right of use asset 5,216 6,001 Other assets 5 320 Total assets $ 69,396 $ 126,929 Liabilities and stockholders’ equity Current liabilities: Accounts payable $ 754 $ 3,035 Accrued expenses and other current liabilities 5,407 10,588 Operating lease liability, current 1,751 1,557 Note payable, current, net of discount and issuance costs 28,236 — Total current liabilities 36,148 15,180 Operating lease liability, net of current portion 7,684 9,435 Note payable, net of discount, issuance costs, and current portion — 26,095 Derivative liability 759 2,829 Total liabilities 44,591 53,539 Commitments and contingencies Stockholders’ equity: Preferred stock, $ 0.0001 par value, 5,000,000 shares authorized as of December 31, 2025 and 2024; no shares issued or outstanding as of December 31, 2025 and 2024 — — Common stock, $ 0.0001 par value, 200,000,000 shares authorized as of December 31, 2025 and 2024; 48,596,817 and 44,827,159 shares issued and outstanding as of December 31, 2025 and 2024, respectively 5 5 Additional paid-in capital 500,210 487,973 Accumulated deficit ( 475,410 ) ( 414,588 ) Total stockholders’ equity 24,805 73,390 Total liabilities and stockholders’ equity $ 69,396 $ 126,929 The accompanying notes are an integral part of these consolidated financial statements. 119 Table of Contents 1z Werewolf Therapeutics, Inc. Consolidated Statements of Operations (amounts in thousands, except share and per share amounts) Year Ended December 31, 2025 2024 Revenue: Collaboration revenue $ — $ 1,885 Operating expenses: Research and development 44,830 56,434 General and administrative 15,847 19,045 Total operating expenses 60,677 75,479 Operating loss ( 60,677 ) ( 73,594 ) Other (expense) income: Interest income 3,108 6,673 Interest expense ( 5,274 ) ( 4,656 ) Loss on extinguishment of debt — ( 553 ) Other income, net 2,021 1,615 Total other (expense) income ( 145 ) 3,079 Net loss $ ( 60,822 ) $ ( 70,515 ) Net loss per common share, basic $ ( 1.32 ) $ ( 1.63 ) Net loss per common share, diluted $ ( 1.33 ) $ ( 1.63 ) Weighted-average common shares outstanding, basic 46,018,888 43,332,088 Weighted-average common shares outstanding, diluted 46,810,252 43,859,664 The accompanying notes are an integral part of these consolidated financial statements. 120 Table of Contents Werewolf Therapeutics, Inc. Consolidated Statements of Stockholders’ Equity (amounts in thousands, except share amounts) Common Stock Additional Paid-in Capital Accumulated Deficit Total Stockholders’ Equity Shares Amount Balance at December 31, 2023 39,107,048 $ 4 $ 455,443 $ ( 344,073 ) $ 111,374 Issuance of common stock from at the market offering, net of issuance costs of $ 1,283 5,272,538 1 23,527 — 23,528 Issuance of common stock, net 430,349 — 142 — 142 Stock-based compensation expense — — 8,826 — 8,826 Stock option exercises 17,224 — 35 — 35 Net loss — — — ( 70,515 ) ( 70,515 ) Balance at December 31, 2024 44,827,159 5 487,973 ( 414,588 ) 73,390 Issuance of common stock from at the market offering, net of issuance costs of $ 534 3,626,701 — 5,903 — 5,903 Issuance of common stock, net 142,957 — 89 — 89 Stock-based compensation expense — — 6,245 — 6,245 Net loss — — — ( 60,822 ) ( 60,822 ) Balance at December 31, 2025 48,596,817 $ 5 $ 500,210 $ ( 475,410 ) $ 24,805 The accompanying notes are an integral part of these consolidated financial statements. 121 Table of Contents Werewolf Therapeutics, Inc. Consolidated Statements of Cash Flows (amounts in thousands) Year Ended December 31, 2025 2024 Operating activities: Net loss $ ( 60,822 ) $ ( 70,515 ) Adjustments to reconcile net loss to net cash used in operating activities: Stock-based compensation expense 6,245 8,826 Depreciation expense 1,634 1,814 Non-cash interest expense 2,141 1,342 Non-cash lease expense 785 887 Loss on extinguishment of debt — 553 Change in fair value of derivative liability ( 2,070 ) ( 1,621 ) Changes in operating assets and liabilities: Prepaid expenses and other assets 850 669 Other receivables — 1,350 Accounts payable, accrued expenses and other liabilities ( 7,498 ) 3,455 Deferred revenue — ( 1,340 ) Operating lease liability ( 1,557 ) ( 1,608 ) Net cash used in operating activities ( 60,292 ) ( 56,188 ) Investing activities: Purchases of property and equipment — ( 254 ) Net cash used in investing activities — ( 254 ) Financing activities: Proceeds from at the market offering of common stock, net of issuance costs 5,939 23,576 Proceeds from drawdown of term loans — 30,000 Payment of debt issuance costs — ( 673 ) Repayment of term loan — ( 40,000 ) Proceeds from issuances under Employee Stock Purchase Plan 89 142 Proceeds from stock option exercises — 35 Net cash provided by financing activities 6,028 13,080 Net decrease in cash, cash equivalents and restricted cash and cash equivalents ( 54,264 ) ( 43,362 ) Cash, cash equivalents and restricted cash and cash equivalents—beginning of period 112,215 155,577 Cash, cash equivalents and restricted cash and cash equivalents—end of period $ 57,951 $ 112,215 Supplemental disclosure of cash flow information: Cash paid for interest $ 3,133 $ 3,358 Supplemental disclosure of non-cash investing and financing activities: Issuance costs in accounts payable and accrued expenses $ 120 $ 84 Fair value of derivative liability issued with term loan $ — $ 4,450 The accompanying notes are an integral part of these consolidated financial statements. 122 Table of Contents Werewolf Therapeutics, Inc. Notes to Consolidated Financial Statements 1. Nature of Business Werewolf Therapeutics, Inc. was incorporated in the state of Delaware in October 2017. As used throughout these consolidated financial statements, the terms “Werewolf,” “we,” “us,” and “our” refer to the business of Werewolf Therapeutics, Inc., and its wholly owned subsidiary. We are an innovative biopharmaceutical company pioneering the development of therapeutics engineered to stimulate the body’s immune system for the treatment of cancer and other immune mediated conditions. Our headquarters are located in Watertown, Massachusetts. Since inception, we have devoted substantially all of our efforts and financial resources to organizing and staffing the company; business planning; raising capital; developing and optimizing our platform technology; identifying potential product candidates; enhancing our intellectual property portfolio; undertaking research, preclinical studies, and clinical trials; and enabling manufacturing for our development programs. We are subject to risks and uncertainties common to early-stage companies in the biotechnology industry including, but not limited to, technical risks associated with the successful research, development and manufacturing of product candidates, development by competitors of new technological innovations, dependence on key personnel, protection of proprietary technology, compliance with government regulations and the ability to secure additional capital to fund operations. Current and future programs will require significant research and development efforts, including extensive preclinical and clinical testing and regulatory approval prior to commercialization. These efforts require significant amounts of additional capital, adequate personnel and infrastructure. Even if our product development efforts are successful, it is uncertain when, if ever, we will realize significant revenue from product sales. 2. Strategic Review and Liquidity In February 2026, we adopted a restructuring plan to extend our capital resources in connection with initiating a process to explore a full range of strategic alternatives to advance our promising platform and drug development pipeline to maximize stockholder value. We have engaged Piper Sandler & Co. (“Piper Sandler”) to serve as exclusive financial advisor to assist in the strategic review process. Measures contemplated during the strategic review process may include, among other options, a sale the Company, a business combination or merger, a sale of our assets, licensing or collaboration arrangements, or other strategic transactions. There can be no assurance that the strategic review process will result in any agreement or transaction that will enhance stockholder value, or any agreement or transaction at all. As part of the restructuring plan, our board of directors approved a reduction in force, representing 64 % of our workforce, to better align our resources with our pursuit of strategic alternatives. As a result of the reduction in force, we estimate that we will incur a one-time charge in the first quarter of 2026 related to employee separation benefits, including severance and related benefits, of approximately $ 4.1 million, most of which is anticipated to result in cash expenditures to be incurred in the first quarter of 2026. We may also incur additional costs, including, but not limited to, potential impairment charges not currently contemplated due to events that may occur as a result of, or that are associated with, the restructuring plan. The estimated charges that we expect to incur are subject to a number of assumptions, and actual results may differ materially from these estimates. We had cash and cash equivalents of $ 57.1 million at December 31, 2025. The outcome of our strategic review process will inform future development plans and the costs associated with those efforts. The conditions described above raise substantial doubt about our ability to continue as a going concern for at least twelve months from the date these consolidated financial statements are issued in this Annual Report. There can be no assurance that the strategic review process will result in any agreement or transaction that will mitigate the conditions which raise substantial doubt about our ability to continue as a going concern, or at all. Our consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities and commitments in the ordinary course of business. Our consolidated financial statements do not include any adjustments that might result from the outcome of the conditions described above. 3. Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation and Consolidation The accompanying consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”) and generally accepted accounting principles in the United States of America (“GAAP”) as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”). The accompanying consolidated financial statements include the accounts of Werewolf Therapeutics, Inc. and its wholly owned subsidiary, Werewolf Therapeutics Mass Securities, Inc. All intercompany transactions and balances have been eliminated in consolidation. 123 Table of Contents Segment Information We operate in one business segment, which focuses on the discovery and development of cancer therapeutics. Our chief operating decision maker (“CODM”), our Chief Executive Officer, makes operating decisions based upon the performance of the enterprise as a whole and utilizes our consolidated financial statements for decision making. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, those related to accrued expenses and assumptions used in the valuation of stock-based compensation expense and the fair value of the derivative liability. Actual results could differ from those estimates. Fair Value of Financial Instruments ASC Topic 820, Fair Value Measurement (“ASC 820”), establishes a fair value hierarchy for instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and our own assumptions (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 from us. Unobservable inputs are inputs that reflect our 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 defines fair value as the exchange price, or exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As a basis for considering market participant assumptions in fair value measurements, ASC 820 establishes a three-tiered fair value hierarchy that distinguishes between the following: • Level 1 - Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities. • Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means. • Level 3 - Unobservable inputs for which little or no market data exists and that are significant to the fair value measurement, such as our own assumptions used to measure assets and liabilities at fair value. To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by us in determining fair value is greatest for instruments categorized in Level 3. The classification of a financial asset or liability within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Cash and Cash Equivalents and Restricted Cash and Cash Equivalents Our cash and cash equivalents consist of cash maintained within standard checking accounts. We also maintain cash sweep accounts in which cash from our main operating cash accounts are invested overnight in highly liquid, short-term investments. We consider all highly liquid investments with a maturity date of 90 days or less at the date of purchase to be cash equivalents. We maintained restricted cash and cash equivalents of $ 0.9 million and $ 1.2 million at December 31, 2025 and 2024, respectively. The restricted cash and cash equivalents balances as of December 31, 2025 and 2024 are comprised solely of a letter of credit required pursuant to our leased office spaces (see Note 11, Commitments and Contingencies ). Restricted cash and cash equivalents are presented as current or non-current assets based on when the restrictions are expected to expire. The current portion of restricted cash and cash equivalents, if any, is included in prepaid expenses and other current assets in the accompanying consolidated balance sheets. 124 Table of Contents The following table provides a reconciliation of cash, cash equivalents, and restricted cash and cash equivalents reported within the consolidated balance sheets that sum to the total of the same amounts shown in the consolidated statements of cash flows: December 31, 2025 2024 (in thousands) Cash and cash equivalents $ 57,050 $ 110,995 Restricted cash and cash equivalents 901 1,220 Total cash, cash equivalents and restricted cash and cash equivalents $ 57,951 $ 112,215 Property and Equipment Property and equipment are stated at cost. Depreciation is recorded using the straight-line method over the estimated useful lives of the applicable assets. Upon the sale or retirement of an asset, the cost and related accumulated depreciation are eliminated from the respective account, and the resulting gain or loss, if any, is included in current operations. Amortization of leasehold improvements is recorded as depreciation expense using the straight-line method over the shorter of the remaining lease term or the estimated useful life of the related asset. We capitalize property and equipment that are acquired for research and development activities and that have an alternate future use. Expenditures for maintenance and repairs are recorded to expense as incurred, whereas major betterments are capitalized as additions to property and equipment. Property and equipment are depreciated over the following periods: Laboratory equipment 5 years Furniture and office equipment 5 years Computer equipment 3 years Leasehold improvements Shorter of lease term or useful life of asset Costs for property and equipment not yet placed into service are classified as construction in progress and depreciated in accordance with the above guidelines once placed into service. Impairment of Long-lived Assets Long-lived assets consist of property and equipment. We review our property and equipment whenever events or changes in circumstances indicate that the carrying value of certain assets might not be recoverable. If such events or changes in circumstances arise, we compare the carrying amount of the long-lived assets to the estimated future undiscounted cash flows expected to be generated by the long-lived assets. If the estimated aggregate undiscounted cash flows are less than the carrying amount of the long-lived assets, an impairment charge, calculated as the amount by which the carrying amount of the assets exceeds the fair value of the assets, is recorded. The fair value of long-lived assets is determined based on the estimated discounted cash flows expected to be generated from the long-lived assets. We have not recorded any material impairment charges during the years ended December 31, 2025 or 2024. Leases At the inception of an arrangement, we determine whether the arrangement is or contains a lease based on the unique facts and circumstances present in the arrangement. Leases with a term greater than twelve months are recognized on the balance sheet as right-of-use assets and current or non-current lease liabilities, as applicable. We do not recognize leases with terms of twelve months or less on the balance sheet. The lease term is determined at lease commencement, and includes the noncancellable period during which we have the right to use the underlying asset. Any period covered by an option to extend or terminate a lease is included in the lease term if we are reasonably certain that the option to extend will be exercised or the option to terminate will not be exercised. We monitor our plans to renew material leases on a quarterly basis. We combine lease and non-lease components for our leases. Lease payments included in determining the right-of-use asset and lease liability recognized include fixed payments to be paid over the term of the lease, less any lease incentives to be paid or payable to us by the lessor. Variable lease payments are included if they are based on an index or rate. Variable lease payments that are not based on an index or rate are recognized as expense in the period incurred. The interest rate implicit in lease contracts is typically not readily determinable. As a result, we utilize our incremental borrowing rate (“IBR”), which reflects the fixed rate at which we could borrow on a collateralized basis the amount of the lease payments in the same currency, for a similar term, and in a similar economic environment. The lease liability is measured as the value of the remaining lease payments, discounted to present value using the IBR for the lease. All of our leases are classified as operating leases. Operating lease expense is recognized over the lease term using the straight-line method. 125 Table of Contents Revenue Recognition We analyze our collaborations to assess whether such arrangements involve joint operating activities performed by parties that are both active participants in the activities and exposed to significant risks and rewards dependent on the commercial success of such activities and therefore within the scope of ASC Topic 808, Collaborative Arrangements (“ASC 808”). This assessment is performed throughout the life of the arrangement based on changes in the responsibilities of all parties in the arrangement. For arrangements within the scope of ASC 808 that contain multiple elements, we first determine which elements of the collaboration are deemed to be within the scope of ASC 808 and which elements of the collaboration are more reflective of a vendor-customer relationship and therefore within the scope of ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”). For elements of collaboration arrangements that are accounted for pursuant to ASC 808, an appropriate recognition method is determined and applied consistently, either by analogy to authoritative accounting literature or by applying a reasonable and rational policy election. For those elements of the arrangement that are accounted for pursuant to ASC 606, we recognize revenue when our customer obtains control of promised goods or services, in an amount that reflects the consideration that the entity expects to receive in exchange for those goods or services. In applying ASC 606, we perform the following five steps: (i) identify the contract(s) with a customer; (ii) identify the promises and performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) we satisfy the performance obligations. We only apply the five-step model to contracts when it is probable that we will collect the consideration to which we are entitled in exchange for the goods or services we provide 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, determine those that are performance obligations and assess 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 assessment, we must develop assumptions that require judgment to determine the standalone selling price for each performance obligation identified in the contract. We use key assumptions to determine the standalone selling price, which may include reimbursement rates for personnel costs, development timelines and probabilities of regulatory success. We do not assess whether a contract has a significant financing component if the expectation at contract inception is that the period between payment by the customer and the transfer of promised goods or services to the customer will be one year or less. Arrangements that include upfront payments may require deferral of revenue recognition to a future period until obligations under these arrangements are fulfilled. Event-based milestone payments represent variable consideration, and we use the “most likely amount” method to estimate this variable consideration. Given the high degree of uncertainty around the occurrence of these events, we consider the milestones and other contingent amounts to be fully constrained until the uncertainty associated with these payments is resolved. Revenue will be recognized from sales-based royalty payments when or as the sales occur. We will re-evaluate the transaction price in each reporting period as uncertain events are resolved and other changes in circumstances occur. Research and Development Expenses Expenditures relating to research and development are expensed as incurred. Research and development expenses include external expenses incurred under arrangements with third parties, academic and non-profit institutions and consultants; salaries and personnel-related costs, including non-cash stock-based compensation expense; license fees to acquire in-process technology and other expenses, which include direct and allocated expenses for laboratory, facilities and other costs. Non-refundable advance payments for goods and services that will be used in future research and development activities are expensed when the activity has been performed or when the goods have been received rather than when the payment is made. Intellectual Property Expenses We expense costs associated with intellectual property-related matters as incurred and classify such costs as general and administrative expenses within the consolidated statements of operations. Stock-based Compensation We issue stock-based awards to employees and directors, generally in the form of stock options, restricted stock units (“RSUs”), restricted stock awards (“RSAs”), or as awards under the 2021 Employee Stock Purchase Plan (the “2021 ESPP”). Occasionally, we may also grant inducement equity awards in the form of non-qualified stock options to purchase shares of our common stock to newly hired employees pursuant to Nasdaq Listing Rule 5635(c)(4) (“Inducement Awards”). Stock-based compensation is measured at the grant date based on the estimated fair value of the award and recognized as expense over the requisite service period of the award on a straight-line basis. For awards with performance conditions, we estimate the likelihood of satisfaction of the performance condition, which affects the period over which the expense is recognized. When the likelihood of satisfying the performance conditions related to an award is determined to be probable, the expense is 126 Table of Contents recognized over the requisite service period. We have not granted any awards with market conditions. We recognize forfeitures of stock-based awards as they occur. The grant date fair value of stock options, Inducement Awards, and awards granted under the 2021 ESPP are measured using the Black-Scholes valuation model, which requires us to make assumptions about the fair value of the underlying common stock on the date of grant. The grant date fair value of RSUs and RSAs is estimated to be equal to the closing price of our common stock on the date of grant. In the event that stock-based awards are granted in contemplation of or shortly before a planned release of material non-public information, and such information is expected to result in a material increase in the share price of our common stock, we may consider whether an adjustment to the observable market price is required when estimating the grant date fair value. Debt Issuance Costs Certain costs associated with the issuance of debt instruments are capitalized and amortized over the term of the respective debt instrument using the effective interest method through the maturity date of the related debt instrument and are recognized as a non-cash component of interest expense. The carrying value of our debt instruments is presented net of debt issuance costs. Equity Issuance Costs Equity issuance costs represent costs paid to third parties to secure equity financing and generally consist of sales agent commissions, incremental legal fees and other professional fees. Equity issuance costs are capitalized as other assets until the associated equity financing is consummated. Upon consummation of an equity financing, these costs are recorded as a reduction of additional paid-in capital. In the event that a planned equity financing is abandoned, any capitalized equity issuance costs are immediately expensed to operating expenses in the consolidated statement of operations. 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. We recognize deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. A valuation allowance against deferred tax assets is recorded if, based on the weight of the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. We account for uncertain tax positions using a more-likely-than-not threshold for recognizing and resolving uncertain tax positions. The evaluation of uncertain tax positions is based on factors, including, but not limited to, changes in the law, the measurement of tax positions taken or expected to be taken in tax returns, the effective settlement of matters subject to audit, new audit activity and changes in facts or circumstances related to a tax position. We recognize any material interest and penalties related to unrecognized tax benefits in income tax expense. Comprehensive Loss We do not have items of other comprehensive loss for the years ended December 31, 2025 and 2024, and therefore do not present a consolidated statement of comprehensive loss. Our comprehensive loss equals our net loss. Basic and Diluted Net Loss per Common Share Basic net loss per share is calculated based upon the weighted-average number of common shares outstanding during the period, excluding outstanding stock options and RSUs that have been issued but are not yet vested. Diluted net loss per share is calculated based upon the weighted-average number of common shares outstanding during the period plus the dilutive impact of weighted-average common equivalent shares outstanding during the period. The potentially dilutive shares of common stock resulting from the assumed exercise of outstanding stock options and the assumed vesting of RSUs are determined under the treasury stock method. The potentially dilutive shares of common stock resulting from the assumed conversion of the currently outstanding convertible term loan is determined using the if-converted method. Concentration of Credit Risk and Off-Balance Sheet Risk Financial instruments that potentially subject us to significant concentrations of credit risk consist of cash and cash equivalents. Cash and cash equivalents are primarily held with one reputable financial institution in the United States. At times, such deposits may be in excess of insured limits. We have not experienced any losses on our deposits of cash and cash equivalents. We have no significant off-balance sheet concentrations of credit risk, such as foreign currency exchange contracts, option contracts or other hedging arrangements. 127 Table of Contents Recently Adopted Accounting Pronouncements In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU No. 2023-09”), which enhances the transparency and decision usefulness of income tax disclosures primarily related to rate reconciliation and income taxes paid. We adopted ASU No. 2023-09 on January 1, 2025 and have applied the amendments in this update on a prospective basis. The adoption of ASU No. 2023-09 did not have a material impact on our consolidated financial statements. The income tax disclosures required by ASU No. 2023-09 have been included in Note 12. Recent Accounting Pronouncements In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-04) (“ASU No. 2024-03”), which requires the disclosure of additional information about specific expense categories in the notes to the consolidated financial statements at interim and annual reporting periods. The provisions of ASU No. 2024-03 are effective for annual reporting periods beginning after December 31, 2026, with early adoption permitted, and may be applied on a prospective or retrospective basis. We are currently evaluating the impact that this standard will have on our consolidated financial statements and have not yet selected a transition method. Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on our consolidated financial statements upon adoption. Subsequent Events We have evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Other than as described in these consolidated financial statements, we did not identify any subsequent events that would have required adjustment to or disclosure in the consolidated financial statements. 4. Collaboration and License Agreement In April 2022, we entered into an exclusive global collaboration and license agreement (the “Collaboration Agreement”) with Jazz Pharmaceuticals Ireland Limited (“Jazz”) pursuant to which we granted Jazz certain licenses to develop and commercialize products containing our Interferon alpha (“IFNα”) INDUKINE™ molecule, JZP898 (formerly WTX-613), as well as products containing certain isolated recombinant polypeptides comprising IFNα that meet specified criteria (each such product, a “Licensed Product”). Under the Collaboration Agreement, we were responsible for certain preclinical development activities with respect to JZP898 and other development activities specified in mutually agreed upon development plans. Jazz had generally reimbursed us for the cost of such activities. Jazz is responsible for all other development and commercialization activities conducted to exploit the Licensed Products, including submission of an investigational new drug application (“IND”) to the U.S. Food and Drug Administration (the “FDA”). Jazz received IND application clearance for JZP898 in July 2023 and initiated a Phase 1 clinical trial of JZP898 in the fourth quarter of 2023. In June 2024, we executed a transfer agreement (the “Transfer Agreement”) to assign our rights in a development agreement with a contract manufacturer of JZP898 to Jazz. The execution of this Transfer Agreement was the last material performance obligation required of us under the Collaboration Agreement. Milestones and Royalties As of December 31, 2025, we are eligible to receive up to $ 515.0 million in development and regulatory milestones, and up to $ 740.0 million in sales-based milestones for all Licensed Products. In addition, we are eligible to receive tiered mid-single digit royalties based on Jazz’s, and any of its affiliates’ and sublicensees’ annual net sales of Licensed Products, subject to reduction in specified circumstances. As of December 31, 2025, we have not recognized any revenue related to sales-based milestones. Accounting Analysis under ASC 606 Identification of the Contract(s) We assessed the Collaboration Agreement and concluded that it represents a contract with a customer within the scope of ASC 606. Identification of Promises and Performance Obligations We have concluded that the exclusive license to our intellectual property, JZP898, and the non-exclusive corresponding “know-how” are not capable of being distinct from the other promises within the contract, and as such, we have determined that the license and “know-how” combined with the other research and development services and supply represent a single combined performance obligation. 128 Table of Contents Determination of Transaction Price The overall transaction price as of the inception of the contract was determined to be $ 32.3 million, which was comprised of a nonrefundable upfront payment of $ 15.0 million and estimated costs for research services of $ 17.3 million. Outside of the estimated costs for research services, there was no other variable consideration included in the transaction price at inception. We used the most likely amount method to estimate variable consideration and estimated that the most likely amount for each potential development and regulatory milestone payment under this agreement was zero at inception of the contract, as achievement of those milestones was uncertain and highly susceptible to factors outside of our control. Accordingly, all such milestone payments were excluded from the transaction price at inception. We re-evaluate the transaction price at the end of each reporting period and as uncertain events are resolved or other changes in circumstances occur, and adjust the transaction price as necessary. During the years ended December 31, 2025 and 2024, we did not recognize any adjustment to the transaction price associated with variable consideration previously excluded from the transaction price. Sales based royalties, including milestones based on the level of sales, were also excluded from the transaction price, as the license is deemed to be the predominant item to which the royalties relate. We will recognize such 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). Recognition of Revenue We use the cost-to-cost input method, which best depicts the research services performed for the customer, to measure the revenue recognized under the Collaboration Agreement. Significant judgments used in the cost-to-cost method include estimated costs for research services and assumptions about the timing of when those costs are expected to be incurred. Differences in these estimates and assumptions can have a significant impact on the measurement and timing of when revenue under the Collaboration Agreement is recognized. For the year ended December 31, 2024, we recognized $ 1.9 million of revenue related to the Collaboration Agreement. Revenue recognized during the year ended December 31, 2024 includes $ 1.3 million of revenue that was included in deferred revenue as of December 31, 2023. Revenue from the reimbursement of costs for research activities was recognized during the year ended December 31, 2024 in an amount equal to the costs incurred. As of December 31, 2025, we have not received any royalty payments under the Collaboration Agreement. 5. Financial Instruments and Fair Value Measurements Our assets that are required to be measured at fair value on a recurring basis consist of money market funds, classified as cash, cash equivalents and restricted cash and cash equivalents on our consolidated balance sheets as of December 31, 2025 and 2024. Our liabilities that are required to be measured at fair value on a recurring basis consist of a derivative liability pursuant to a loan and security agreement (the “K2HV Loan Agreement”) with K2 HealthVentures LLC (“K2HV”) (see Note 8, Term Loan ) on our consolidated balance sheet as of December 31, 2025 and 2024. The carrying amounts reflected in the consolidated balance sheets for cash, prepaid expenses and other current assets, accounts payable and accrued expenses approximate their fair values, due to their short-term nature. Assets and liabilities measured at fair value on a recurring basis as of December 31, 2025 were as follows: Level 1 Level 2 Level 3 Total (in thousands) Assets: Money market funds $ 56,548 $ — $ — $ 56,548 Total assets $ 56,548 $ — $ — $ 56,548 Liabilities: Derivative liability $ — $ — $ 759 $ 759 Total liabilities $ — $ — $ 759 $ 759 129 Table of Contents Assets and liabilities measured at fair value on a recurring basis as of December 31, 2024 were as follows: Level 1 Level 2 Level 3 Total (in thousands) Assets: Money market funds $ 105,526 $ — $ — $ 105,526 Total assets $ 105,526 $ — $ — $ 105,526 Liabilities: Derivative liability $ — $ — $ 2,829 $ 2,829 Total liabilities $ — $ — $ 2,829 $ 2,829 There were no changes in valuation techniques during the year ended December 31, 2025. Derivative Liability In May 2024, we entered into the K2HV Loan Agreement, as further described in Note 8, which provides up to $ 60.0 million principal in term loans. Pursuant to the terms of the K2HV Loan Agreement, the lenders thereto may elect, prior to the full repayment of the term loans, to convert up to $ 5.0 million of the outstanding principal of the term loans into shares of our common stock at a conversion price of the lesser of $ 6.3182 per share (the “Fixed Price Conversion”) and the lowest effective price per share of our first equity financing following the closing of the K2HV Loan Agreement (the “Variable Price Conversion”), subject to customary adjustments and 9.99 % and 19.99 % beneficial ownership limitations. The Fixed Price Conversion and Variable Price Conversion within the K2HV Loan Agreement are required to be bifurcated as a single compound embedded derivative carried at fair value, with subsequent changes in fair value recognized in the consolidated statements of operations. The following table reconciles the change in fair value of the derivative liability based on Level 3 inputs: Year Ended December 31, 2025 2024 (in thousands) Balance at beginning of period $ 2,829 $ — Fair value of derivative liability at issuance of term loan — 4,450 Change in fair value ( 2,070 ) ( 1,621 ) Balance at end of period $ 759 $ 2,829 The change in fair value of the derivative liability is included in other income, net in the accompanying consolidated statements of operations. We recognized gains of $ 2.1 million and $ 1.6 million related to change in fair value of the derivative liability during the years ended December 31, 2025 and 2024, respectively. The fair value of the derivative liability in the term loan was estimated using the Monte Carlo model. A summary of the weighted-average significant unobservable inputs (Level 3 inputs) used in measuring the derivative liability in the term loan is as follows: December 31, 2025 2024 Stock Price $ 0.63 $ 1.48 Volatility 105.0 % 103.0 % Risk-free rate (continuous) 3.5 % 4.2 % Expected term (in years) 0.25 0.58 Dividend yield (continuous) — % — % 130 Table of Contents 6. Property and Equipment, Net Property and equipment, net was comprised as follows: December 31, 2025 2024 (in thousands) Leasehold improvements $ 7,971 $ 7,971 Laboratory equipment 2,485 2,485 Computer equipment 539 539 Furniture and fixtures 311 311 Total property and equipment, gross 11,306 11,306 Less: accumulated depreciation ( 6,618 ) ( 4,984 ) Total property and equipment, net $ 4,688 $ 6,322 7. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities were comprised as follows: December 31, 2025 2024 (in thousands) Contract research $ 2,376 $ 820 Professional fees 1,388 747 Manufacturing 928 4,783 Employee compensation and benefits 302 3,616 Accrued interest 266 266 Other 147 356 Total accrued expenses and other current liabilities $ 5,407 $ 10,588 8. Term Loan PWB Loan Agreement In April 2022, we entered into the PWB Loan Agreement with PWB and subsequently drew down an aggregate of $ 40.0 million in term loans. The term loans accrued interest on the outstanding daily balance at a floating annual rate equal to greater of (i) 0.5 % above the prime rate then in effect or (ii) 4.5 %. If the prime rate changed throughout the term, the interest rate would have been adjusted effective on the date of the prime rate change. All interest chargeable under the PWB Loan Agreement was computed on a 360-day year for the actual number of days elapsed, with interest payable monthly. We recognized interest expense related to the PWB Loan Agreement of $ 1.3 million during the year ended December 31, 2024. In May 2024, we repaid all amounts outstanding under the PWB Loan Agreement, using $ 29.5 million in net loan proceeds received under the K2HV Loan Agreement, as described below, together with $ 10.5 million in existing cash. We recognized a total loss on extinguishment of debt in the amount of $ 0.6 million during the year ended December 31, 2024 primarily due to the write off of unamortized debt issuance costs. K2HV Loan Agreement In May 2024, we, as borrower, entered into the K2HV Loan Agreement with K2HV (together with any other lender from time to time, the “Lenders”); K2HV, as administrative agent for the Lenders; and Ankura Trust Company, LLC, as collateral trustee for the Lenders. The K2HV Loan Agreement provides up to $ 60.0 million principal in term loans. We received $ 30.0 million in gross loan proceeds at closing; $ 25.0 million from the first tranche commitment and $ 5.0 million from the second tranche commitment. A third tranche commitment of up to $ 10.0 million was available to be drawn at our option through June 30, 2025, subject to the achievement, as determined by the administrative agent in its discretion, of certain time-based, clinical and regulatory milestones and receipt of not less than $ 60.0 million in net cash proceeds from certain financing activities, with at least $ 50.0 million from a single offering of common stock. Our ability to draw upon the third tranche commitment expired on June 30, 2025 without being drawn upon. A fourth tranche commitment of up to $ 20.0 million is available to be drawn down at our option through May 1, 2026, subject to Lender’s review of our clinical, financial and operating plan and subject to the Lender’s consent in its sole and absolute discretion. 131 Table of Contents The term loan matures on May 1, 2028, and we are obligated to make interest only payments for the first 24 months, followed by interest and equal principal payments each month thereafter through the maturity date. The term loan bears a variable interest rate equal to the greater of (i) 10.3 %, and (ii) the sum of (A) the prime rate last quoted in The Wall Street Journal (or a comparable replacement rate if The Wall Street Journal ceases to quote such rate) and (B) 1.8 %. We may prepay, at our option, all, but not less than all, of the outstanding principal balance and all accrued and unpaid interest with respect to the principal balance being prepaid of the term loans, subject to a prepayment premium to which the Lenders are entitled and certain notice requirements. We are obligated to pay a final fee equal to 6.95 % of the aggregate amount of the term loans funded, or the Final Fee, to occur upon the earliest of (i) the maturity date, (ii) the acceleration of the term loans, and (iii) the prepayment of the term loans. The Final Fee is being accreted to interest expense using the effective interest method over the life of the debt. The Lenders may elect prior to the full repayment of the term loans to convert up to $ 5.0 million of outstanding principal of the term loans into shares of our common stock, pursuant to the Fixed Price Conversion or the Variable Price Conversion, subject to customary adjustments and 9.99 % and 19.99 % beneficial ownership limitations. There will be no prepayment penalty for any principal amount converted into common stock. We determined that the Fixed Price Conversion and the Variable Price Conversion within the K2HV Loan Agreement are required to be bifurcated as an embedded derivative under ASC 815, Derivatives and Hedging (“ASC 815”), at fair value, and recorded as a discount on the debt on the date of issuance, with subsequent changes in fair value recognized in the accompanying consolidated statements of operations. See Note 5 for further discussion on this derivative instrument. As security for our obligations under the K2HV Loan Agreement, we granted the Lenders a first priority security interest on substantially all of our assets (other than intellectual property), subject to certain exceptions. The K2HV Loan Agreement contains customary representations and warranties, events of default and affirmative and negative covenants, including covenants that limit or restrict our ability to, among other things, dispose of assets, make changes to our business, management, ownership or business locations, merge or consolidate, incur additional indebtedness, incur additional liens, pay dividends or other distributions or repurchase equity, make investments, and enter into certain transactions with affiliates, in each case subject to certain exceptions. Upon the occurrence of an event of default, a default interest rate of an additional 5.0 % per annum may be applied to the outstanding loan balances, and the Lenders may declare all outstanding obligations immediately due and payable and exercise all of their rights and remedies as set forth in the K2HV Loan Agreement and under applicable law. As of December 31, 2025, we are in compliance with all covenants. Subject to certain conditions, we granted the Lenders the right, prior to repayment of the term loans, to invest up to $ 5.0 million in the aggregate in future offerings of capital stock, at market terms, subject to certain exceptions and conditions. We incurred debt issuance costs of $ 0.7 million in connection with the term loans, composed of the facility fee of $ 0.4 million and other expenses paid to the Lenders of $ 0.2 million and external legal fees of $ 0.1 million. These debt issuance costs, together with the fair value of the embedded derivative of $ 4.5 million at inception of the K2HV Loan Agreement, resulted in a debt discount of $ 5.1 million which is being amortized to interest expense over the term of the K2HV Loan Agreement using the effective interest method. As of December 31, 2025, the fair value of the term loan was estimated to be approximately $ 29.5 million. The fair value was measured using a discounted cash flow analysis, specifically the yield method, which requires the use of Level 3 inputs in the fair value hierarchy. The outstanding term loans payable consists of the following: December 31, 2025 2024 (in thousands) Note payable $ 30,000 $ 30,000 Unamortized debt discount and issuance costs ( 1,764 ) ( 3,905 ) Net carrying amount of note payable 28,236 26,095 Less: current portion of note payable ( 28,236 ) — Note payable, net, less current portion $ — $ 26,095 132 Table of Contents The following table provides the components of interest expense related to the K2HV Loan Agreement: Year Ended December 31, 2025 2024 (in thousands) Interest expense based on coupon interest rate ( 10.3 %) of outstanding term loans $ 3,133 $ 2,094 Amortization of debt discount and accretion of Final Fee ( 8.94 %) 2,141 1,217 Total interest expense on effective rate ( 19.24 %) $ 5,274 $ 3,311 The following table presents the total principal payments and Final Fee contractually scheduled to become due during each of the years ended December 31 (in thousands): 2026 $ 9,600 2027 14,400 2028 8,085 Total principal payments and Final Fee $ 32,085 We have presented the full amount of the term loan payable, net of discount and issuance costs, as a current liability as of December 31, 2025, given the potential that the loan may be repaid in the subsequent twelve months. 9. Common and Preferred Stock Common Stock We are authorized to issue 200,000,000 shares of common stock. Common stockholders are entitled to dividends if and when declared by our board of directors. As of December 31, 2025, no dividends on common stock had been declared by us. On May 10, 2022, we entered into a Sales Agreement (the “Sales Agreement”) with Leerink Partners, LLC (“Leerink Partners”), pursuant to which we are entitled to offer and sell shares of our common stock (the “ATM Offering”). The Sales Agreement provides that Leerink Partners will be entitled to a sales commission equal to 3.0 % of the gross sales price per share of all shares sold under the ATM Offering. We were initially entitled to offer and sell shares of our common stock having an aggregate offering price of up to $ 50.0 million in the ATM Offering, which was subsequently increased in February 2024 to $ 75.0 million. On May 8, 2025, we filed a new Registration Statement on Form S-3 and filed a new prospectus covering the ATM Offering (the “Prospectus”) for the offer and sale of shares of our common stock with an aggregate offering price of up to $ 12.5 million in the ATM Offering as a result of being subject to General Instruction I.B.6 of Form S-3 (the “Baby Shelf Limitation”). As of December 31, 2025, we remain subject to the Baby Shelf Limitation. During the year ended December 31, 2025, we sold an aggregate of 3,626,701 shares under the ATM Offering at an average price of $ 1.77 per share for net proceeds of $ 5.9 million after deducting sales commissions and offering expenses. During the year ended December 31, 2024, we sold an aggregate of 5,272,538 shares under the ATM Offering at an average price of $ 4.71 per share for net proceeds of $ 23.5 million after deducting sales commissions and offering expenses. We have reserved shares of common stock for issuance as follows: As of December 31, 2025 2024 Shares reserved for exercises of outstanding stock options 9,954,872 7,634,937 Shares reserved for exercises of warrants — 58,904 Shares reserved for issuance under the 2021 Employee Stock Purchase Plan 560,929 433,264 Shares reserved for future issuance under the 2021 Stock Incentive Plan 2,039,026 1,919,921 Shares reserved for future issuance as part of the K2HV Loan Agreement conversion feature 791,364 791,364 Total shares reserved for future issuance 13,346,191 10,838,390 Preferred Stock We are authorized to issue 5,000,000 shares of undesignated preferred stock in one or more series. As of December 31, 2025, no shares of preferred stock were issued or outstanding. 133 Table of Contents 10. Stock-based Compensation 2017 Stock Incentive Plan In December 2017, we adopted the 2017 Stock Incentive Plan (the “2017 Plan”), as amended and restated, pursuant to which we have outstanding stock options. No future awards may be granted under the 2017 Plan. 2021 Stock Incentive Plan In April 2021, our board of directors adopted and our stockholders approved the 2021 Stock Incentive Plan (the “2021 Plan”), which became effective immediately prior to the effectiveness of our initial public offering (the “IPO”). As a result of the adoption of the 2021 Plan, no further awards will be made under the 2017 Plan. The 2021 Plan provides for the grant of incentive stock options (“ISOs”), non-qualified stock options, RSAs, RSUs, stock appreciation rights and other stock-based awards. Our employees, officers, directors, consultants and advisors are eligible to receive awards under the 2021 Plan. The terms of awards, including vesting requirements, are determined by our board of directors, subject to the provisions of the 2021 Plan. We initially registered 3,352,725 shares of common stock under the 2021 Plan, pursuant to a Registration Statement on Form S-8 filed with the SEC on April 30, 2021, which was comprised of (i) 2,843,116 shares of common stock reserved for issuance under the 2021 Plan, (ii) 31,884 shares of common stock originally reserved for issuance under the 2017 Plan that became available for issuance under the 2021 Plan upon the completion of the IPO, and (iii) 477,725 shares of unvested restricted stock subject to repurchase by us that may become issuable under the 2021 Plan following such repurchase. The 2021 Plan also provides that an additional number of shares will be added annually to the shares authorized for issuance under the 2021 Plan on the first day of each fiscal year, beginning with the fiscal year ending December 31, 2022 and continuing until, and including, the fiscal year ending December 31, 2031. The number of shares added each year will be equal to the lesser of (i) 5 % of the number of outstanding common stock on such date and (ii) such amount as determined by the board of directors. As of December 31, 2025, a total of 7,152,859 additional shares have been added to the total shares authorized for issuance under the 2021 Plan in accordance with these terms. As of December 31, 2025, there were 2,039,026 shares available for future issuance under the 2021 Plan. 2021 Employee Stock Purchase Plan The 2021 ESPP permits eligible employees to purchase shares of our common stock at a discount and consists of consecutive six-month offering periods, each containing a single six-month purchase period. On the first day of each offering period, each employee who is enrolled in the 2021 ESPP will automatically receive an option to purchase up to a whole number of shares of our common stock. The purchase price of each of the shares purchased, in a given purchase period, will be equal to 85 % of the lesser of the closing price of a share of our common stock on (i) the first day of the offering period, or (ii) the last day of the offering period. During the year ended December 31, 2025, 96,470 shares of our common stock were purchased by participants of the 2021 ESPP for total proceeds of $ 0.1 million. During the year ended December 31, 2024, 73,849 shares of our common stock were purchased by participants of the 2021 ESPP for total proceeds of $ 0.1 million. Inducement Stock Option Awards During the year ended December 31, 2025, we granted 201,720 Inducement Awards. No Inducement Awards were granted during the year ended December 31, 2024. The valuation assumptions and activity associated with Inducement Awards are included in the stock option activity described below. Stock-Based Compensation Expense Total stock-based compensation expense recognized in the consolidated statements of operations was as follows: Year Ended December 31, 2025 2024 (in thousands) Research and development $ 3,201 $ 4,606 General and administrative 3,044 4,220 Total stock-based compensation $ 6,245 $ 8,826 RSU Activity We have granted RSUs to our employees under the 2021 Plan. As of December 31, 2024, all RSUs granted to employees or non-employees had become fully vested or had been previously forfeited. No RSUs were granted during the year ended December 31, 2025. Accordingly, we had no unrecognized stock-based compensation expense related to unvested RSUs as of 134 Table of Contents December 31, 2025. The aggregate fair value of RSUs that vested during the year ended December 31, 2024, based upon the fair value of the stock underlying the RSUs on the day of vesting was $ 1.0 million. Stock Option Activity The fair value of stock options granted during the years ended December 31, 2025 and 2024 was calculated on the date of grant using the following weighted-average assumptions: Year Ended December 31, 2025 2024 Risk-free interest rate 4.4 % 4.0 % Expected term (in years) 5.9 6.0 Expected annual dividend yield — % — % Expected volatility 95.4 % 92.7 % The valuation assumptions were determined as follows: • Risk-free interest rate: The yield on zero-coupon U.S. Treasury securities for a period that was commensurate with the expected term of the awards. • Expected term (in years): The expected term of the awards represents the period of time that the awards were expected to be outstanding. We use the simplified method to estimate the expected term due to a lack of sufficient historical exercise data to provide a reasonable basis on which to estimate the expected term. Under this method, the expected term equals the average of the vesting term and the original contractual term of the option. • Expected annual dividend yield: The estimated dividend yield was zero because we have no history of paying dividends, and do not intend to do so in the foreseeable future. • Expected volatility: The expected term of stock options granted by us is generally longer than the trading history of our common stock since the IPO on April 30, 2021. Accordingly, we estimated the expected volatility based on the historical volatility of a group of publicly-traded companies with similar characteristics to us, including stage of product development and therapeutic focus within the life sciences industry. The historical volatility of these companies was calculated over a period of time commensurate with the expected term of the stock option. Using the Black-Scholes option pricing model, the weighted-average grant date fair value of stock options granted during the years ended December 31, 2025 and 2024 was $ 1.16 and $ 3.43 per share, respectively. The following table summarizes stock option activity during the year ended December 31, 2025: Options Outstanding Number of Options Weighted-Average Exercise Price per Share Weighted-Average Remaining Contractual Life (in years) Aggregate Intrinsic Value (in millions) Outstanding at December 31, 2024 7,634,937 $ 6.24 Granted 3,390,691 $ 1.49 Exercised — $ — Cancelled ( 1,070,756 ) $ 5.43 Outstanding, December 31, 2025 9,954,872 $ 4.71 7.16 $ — Exercisable at December 31, 2025 6,203,856 $ 6.19 6.26 $ — No stock options were exercised during the year ended December 31, 2025. The aggregate intrinsic fair value of stock options exercised during the year ended December 31, 2024 was nominal . As of December 31, 2025, we had unrecognized stock-based compensation expense related to unvested stock options of $ 5.4 million, which we expect to recognize over a weighted-average period of approximately 1.9 years. 135 11. Commitments and Contingencies Leases Our leases are as follows: • An April 2019 operating lease for approximately 9,949 square feet of office and laboratory space which commenced in April 2019 and terminated in March 2024. The lease was subject to fixed-rate rent escalations and provided for a term extension option, which was not reasonably certain of exercise. In May 2022, we entered into a sublease agreement with Crossbow Therapeutics, Inc. (“Crossbow”), to sublease the entirety of this space. The total rent due to us for the subleased premises over the term of the sublease was approximately $ 2.1 million, which is greater than the annual rent paid by us to the landlord for the leased premises over the same term. Rent expense associated with the April 2019 operating lease was recognized net of the lease income generated from the sublease agreement. Lease income was allocated to either research and development expense or general and administrative expense in the same manner as the associated rent expense was allocated. Crossbow was obligated to pay all real estate taxes and costs related to the subleased premises, including cost of operations, maintenance, repair, replacement, and property management. The sublease with Crossbow terminated in March 2024 concurrently with the termination of the lease. • A June 2021 operating lease for approximately 25,778 square feet of office and laboratory space, which commenced in May 2022 and terminates in May 2030. The lease is subject to fixed-rate rent escalations and provided for $ 5.7 million in tenant improvements, which we fully utilized, and a term extension option, which was not reasonably certain of exercise. We provided the landlord with a security deposit in the form of a letter of credit in the amount of $ 1.0 million upon signing. In May 2025, the letter of credit was reduced to $ 0.7 million in accordance with the terms of the lease. The balance of the letter of credit is included in restricted cash and cash equivalents as of December 31, 2025 and 2024. The following table summarizes operating lease costs: Year Ended December 31, 2025 2024 (in thousands) Operating lease costs $ 1,565 $ 1,918 Variable lease costs 1,073 1,280 Sublease income — ( 398 ) Total $ 2,638 $ 2,800 Cash paid for amounts included in the measurement of lease liabilities were $ 2.3 million and $ 2.5 million for the years ended December 31, 2025 and 2024, respectively. The following table summarizes the lease term and discount rate for operating leases: As of December 31, 2025 2024 Weighted-average remaining lease term (years) 4.4 5.4 Weighted-average discount rate 8.0 % 8.0 % As of December 31, 2025, the future minimum lease payments due under our lease for each of the next five years ended December 31, and thereafter are as follows (in thousands): 2026 $ 2,403 2027 2,471 2028 2,542 2029 2,614 2030 1,102 Total future minimum lease payments 11,132 Less: imputed interest ( 1,697 ) Total lease liability $ 9,435 136 Table of Contents License Agreements Harpoon License In March 2018, we entered into an Assignment and License Agreement (the “Harpoon Agreement”) with Harpoon Therapeutics, Inc. (“Harpoon”), a clinical-stage immune-oncology company developing a novel class of T cell engagers to fight cancer and other diseases. Under the terms of the Harpoon Agreement, Harpoon granted us a license to use its intellectual property, solely to make, have made, use, sell, offer for sale and import covered products in the licensed field and Harpoon sold, assigned and transferred other specific patents to us (the “Harpoon License”). On October 19, 2018, we entered into the First Amended and Restated Assignment and License Agreement with Harpoon, which amended certain terms of the original agreement, but did not change the terms of the license to us, patent assignments between the parties or payments due to Harpoon. Further, on December 20, 2019, the companies entered into the Second Amended and Restated Assignment and License Agreement, which also amended certain terms of the original agreement to expand the licenses and assignments for specific patents granted to us or by us to Harpoon. In exchange for these additional terms, Harpoon agreed to reimburse up to $ 75,000 of our legal costs. Additionally, we agreed to pay to Harpoon royalties on future net sales and pay minimum annual royalties of $ 250,000 upon achievement of our first commercial sale. Under the terms of the Harpoon License, we paid an upfront fee of $ 500,000 in 2018 and are obligated to reimburse Harpoon for certain legal costs incurred by Harpoon. In addition, we are obligated to pay Harpoon royalties based on future net sales and have agreed to pay a minimum annual royalty payment at an amount in the low hundreds of thousands of dollars upon achievement of our first commercial sale. In 2018, we recorded the upfront fee as research and development expense upon payment as the intellectual property was acquired prior to regulatory approval and does not have an alternative future use. The royalty payments are contingent upon sales and, as such, the royalty payments made to Harpoon will be considered probable and estimable and treated as cost of sales when incurred. Accordingly, at the commencement of sales, we will account for the royalty payments as cost of sales equal to the greater of a percentage in the low-single digits of the net sales of the patent-covered products or a minimum annual royalty payment at an amount in the low hundreds of thousands of dollars. Any legal fees incurred in connection with the Harpoon Agreement will be expensed as incurred. The Harpoon License will expire on a country-by-country basis upon the expiration of the last to expire patent or patent application included in the licensed patents within the applicable country. We have the right to terminate the Harpoon License upon 30 days prior written notice to Harpoon, and either party may terminate for a material breach if such breach is not cured within a specified number of days. Adimab 2018 License In March 2018, we entered into a Development and Option Agreement (the “Adimab Agreement”) with Adimab LLC (“Adimab”), a company specializing in antibody discovery, humanization and optimization. Under the terms of the Adimab Agreement, Adimab granted us the rights to initiate certain research initiatives on a specified number of targets. Adimab also granted us a license to certain Adimab core technologies, antibodies and products applicable to certain targets (“Adimab License”). In August 2020, we entered into Amendment One to the Development and Option Agreement with Adimab, which extended the period of time for us to evaluate candidate antibodies in advance of electing to exercise the option to acquire exclusive rights to licensed antibodies (the “Evaluation Term”), but did not otherwise change the terms of the Adimab License. The Evaluation Term was then further extended in December 2020 by entering into Amendment Two to the Development and Option Agreement, through delivery of a non-refundable payment of $ 100,000 by us to Adimab, which was creditable toward the option fee. The non-refundable payment was recorded immediately as research and development expense in the consolidated statements of operations. In July 2021, we entered into the First Amended and Restated Development and Option Agreement with Adimab to extend the target selection time period and to allow for us to add additional antibody discovery programs to be covered under the agreement, but otherwise retaining all other material provisions of the Adimab License. Under the terms of the Adimab License, we must pay both an upfront fee and final fee of $ 200,000 for all research programs. We must also pay Adimab milestone fees with respect to each research program ranging from $ 150,000 to $ 200,000 based on the achievement of technical milestones by Adimab for the applicable research program. In order to exercise any options in the Adimab Agreement, we must pay a $ 500,000 fee for each target option exercised. For each target option exercised, we are also obligated to pay certain milestones ranging from $ 1.0 million to $ 4.0 million for certain clinical and commercialization achievements. Additionally, for licensed products sold during the applicable royalty term, we must pay Adimab royalties at percentages in the low-to-mid single digits. The Adimab Agreement will expire upon the expiration of any options or if an option is exercised, on a country-by-country and licensed product-by-licensed product basis on the expiration of the last royalty term for a licensed product in the particular country. As of December 31, 2025, we have exercised the target option for one target covered under the Adimab Agreement. As 137 Table of Contents of December 31, 2025, we have not made any payments for clinical or sales-based milestones or royalties pursuant to the Adimab Agreement. Adimab 2022 Collaboration In November 2022, we entered into a Collaboration Agreement (the “Adimab Collaboration Agreement”) with Adimab. Under the terms of the Adimab Collaboration Agreement, Adimab has agreed to provide us with services to help discover, generate, optimize and/or engineer specified proteins. In addition, Adimab will provide us with a license to certain Adimab core technologies, patents and products applicable to certain targets (“Adimab Collaboration License”), separate from those provided in the 2018 Adimab Agreement. Under the terms of the Adimab Collaboration Agreement, we must pay Adimab milestone fees with respect to each research program ranging from $ 500,000 to $ 1.5 million based on the achievement of certain clinical milestones by us. The Adimab Collaboration Agreement provides us with an option to obtain any development and commercialization licenses from Adimab used in products. To exercise an option, we must pay a $ 500,000 fee for each product option exercised. For each product sold, we are also obligated to pay certain milestones ranging from $ 1.0 million to $ 2.0 million based on the achievement of the first commercial sale in certain countries. Additionally, for licensed products sold during the applicable royalty term, we must pay Adimab royalties at percentages in the low-to-mid single digits. The Adimab Collaboration Agreement will expire upon the expiration of any options or if an option is exercised, on a country-by-country and licensed product-by-licensed product basis on the expiration of the last royalty term for a licensed product in the particular country. As of December 31, 2025, we have not exercised any options and have not made any payments for clinical or sales-based milestones or royalties pursuant to the Adimab Collaboration Agreement. 12. Income Taxes During the years ended December 31, 2025 and 2024, we recorded no current or deferred income tax expenses or benefits as we have incurred losses since inception and have provided a full valuation allowance against our deferred tax assets. A reconciliation of the expected income tax expense (benefit) computed using the federal statutory income tax rate to our effective income tax rate after the adoption of ASU No. 2023-09 is as follows: Year Ended December 31, 2025 Amount Percent U.S. federal statutory income tax rate $ ( 12,773 ) 21.0 % Nontaxable or nondeductible items Stock-based compensation 442 ( 0.7 ) Limitation of executive compensation 165 ( 0.3 ) Other nontaxable or nondeductible items ( 425 ) 0.7 R&D tax credits ( 1,670 ) 2.8 Change in valuation allowance 14,345 ( 23.6 ) Other adjustments ( 84 ) 0.1 Effective income tax rate $ — 0.0 % A reconciliation of the expected income tax expense (benefit) computed using the federal statutory income tax rate to our effective income tax rate for the period prior to the adoption of ASU No. 2023-09 is as follows: Year Ended December 31, 2024 Income tax computed at federal statutory rate 21.0 % State taxes 6.5 Change in valuation allowance ( 29.4 ) R&D credit carryovers 3.7 Stock-based compensation ( 2.4 ) Permanent differences 0.5 Other 0.1 Effective income tax rate 0.0 % 138 Table of Contents Our deferred tax assets and liabilities consist of the following: As of December 31, 2025 2024 (in thousands) Deferred tax assets: Net operating losses $ 57,515 $ 32,781 Tax credit carryforwards 8,155 6,141 Lease liability 2,631 3,069 Other capitalized costs—net of amortization 198 219 Reserves and accruals 31 983 Stock-based compensation 2,932 1,921 Capitalized research and experimental expenditures—net of amortization 17,187 25,214 Deferred tax assets 88,649 70,328 Valuation allowance ( 86,588 ) ( 67,756 ) Deferred tax assets 2,061 2,572 Deferred tax liabilities: Right of use asset ( 1,455 ) ( 1,676 ) Fixed assets and depreciation ( 606 ) ( 896 ) Deferred tax liabilities ( 2,061 ) ( 2,572 ) Net deferred taxes $ — $ — The Tax Cuts and Jobs Act (“TCJA”) requires taxpayers to capitalize and amortize research and experimental (“R&E”) expenditures under Section 174 for tax years beginning after December 31, 2021. For tax years prior to the year ended December 31, 2025, we amortized these costs for tax purposes over 5 years for research and development (“R&D”) performed in the U.S. and over 15 years for R&D performed outside the U.S. On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was signed into law. The legislation includes significant corporate tax reforms, including the permanent reinstatement of the ability to deduct domestic R&D expenditures as incurred beginning in tax year 2025, replacing the previous requirement to amortize these such expenditures over 5 years. The requirement to amortize R&D expenditure incurred outside the U.S. over a period of 15 years was unchanged by the OBBBA. With respect to domestic R&D expenditures capitalized prior to the enactment of the OBBBA, we have elected to amortize these costs for tax purposes at a rate of 50% of the total capitalized costs during the year ended December 31, 2025, and the remaining 50% is expected to be amortized during tax year 2026. Following the enactment of the OBBBA, we capitalized R&E expenditures totaling $ 6.8 million during the year ended December 31, 2025. Prior to the enactment of the OBBBA, we capitalized R&E expenditures totaling $ 50.2 million during the year ended December 31, 2024. We evaluated the positive and negative evidence bearing upon our ability to realize the deferred tax assets as of December 31, 2025 and 2024. We considered our cumulative net losses and concluded as of December 31, 2025 and 2024, that it was more likely than not that we would not realize the benefits of the deferred tax assets. Accordingly, a full valuation allowance was established against the net deferred tax assets as of December 31, 2025 and 2024. The valuation allowance increased by $ 18.8 million during the year ended December 31, 2025 as the result of operating losses generated with no corresponding financial statement benefit and partially offset by a decrease in deferred assets related to capitalized R&E expenditures as a result of the enactment of the OBBBA described above. The valuation allowance increased by $ 20.7 million during the year ended December 31, 2024 primarily due to an increase in deferred tax assets related to capitalized R&E expenditures, and as the result of operating losses generated with no corresponding financial statement benefit. We have incurred net operating losses since inception. As of December 31, 2025 and 2024, we had federal net operating loss carryforwards of $ 215.3 million and $ 126.8 million, respectively, available to reduce future federal taxable income. The carryforwards generated from losses incurred prior to January 1, 2018 will expire in 2037. The carryforwards generated from losses incurred after December 31, 2017 do not expire. As of December 31, 2025, federal net operating loss carryforwards includes $ 215.2 million of carryforwards that do not expire. The TCJA enacted on December 22, 2017 limits a taxpayer’s ability to utilize a net operating loss deduction in a year to 80% taxable income for federal net operating losses arising in tax years beginning after December 31, 2017. As of December 31, 2025 and 2024, we had state net operating loss carryforwards of $ 153.7 million and $ 76.8 million, respectively, available to reduce future state taxable income, which expire at various dates beginning in 2037. 139 Table of Contents As of December 31, 2025 and 2024, we had federal research and development tax credit carryforwards of $ 6.5 million and $ 4.9 million, respectively, available to reduce future federal tax liabilities, which expire at various dates beginning in 2042. We had state research and development tax credit carryforwards as of December 31, 2025 and 2024 of $ 1.6 million and $ 1.3 million, respectively, available to reduce future state tax liabilities, which expire at various dates beginning in 2034. Utilization of our net operating loss carryforwards and research and development tax credit carryforwards may be subject to a substantial annual limitation under Section 382 of the Internal Revenue Code of 1986 due to ownership changes that have occurred previously or that could occur in the future. These ownership changes may limit the amount of carryforwards that can be utilized annually to offset future taxable income. In general, an ownership change, as defined by Section 382, results from transactions increasing the ownership of certain stockholders or public groups in the stock of a corporation by more than 50% over a three-year period. We completed a Section 382 study for the period of January 22, 2018, through December 31, 2022 and identified three ownership changes that occurred on June 10, 2019, August 2, 2019, and August 31, 2022 for Section 382 purposes. As we experienced these ownership changes, all pre-change net operating loss and research and development tax credit carryforwards are subject to limitation. Due to the unlimited carryover period for net operating losses generated after December 31, 2017, none of our federal net operating losses will expire unused. A portion of our state net operating losses, and federal and state research and development tax credits are expected to expire unused. We have analyzed the impact of these limitations on our attributes and included the impact of these limitations in our deferred tax assets as of December 31, 2025 and 2024. We have not recorded any reserves for uncertain tax positions as of December 31, 2025 and 2024. We have conducted a study of research and development tax credits for tax years 2018 through 2020. The amounts of federal and state research and development tax credit carryforwards presented above have reflected the results from the study. A full valuation allowance has been provided against our research and development credits. We file tax returns as prescribed by the tax laws of the jurisdictions in which we operate. In the normal course of business, we are subject to examination by federal and state jurisdictions, where applicable. There are currently no pending tax examinations. The statute of limitations for assessment by the Internal Revenue Service, or IRS, and state tax authorities is closed for tax years prior to 2022, although carryforward attributes that were generated prior to 2022 may still be adjusted upon examination by the IRS or state tax authorities if they either have been or will be used in a future period. 13. Related Parties In May 2022, we entered into a sublease agreement with Crossbow, for which entities affiliated with MPM Capital (“MPM Capital”) are also beneficial owners, to sublease the entirety of our office and laboratory space in Cambridge, Massachusetts. Luke Evnin, Ph.D., the chair of our board of directors, co-founded MPM Capital and serves as Managing Director of MPM Capital. Briggs Morrison, who serves on our board of directors, serves as Executive Partner of MPM Capital and Chief Executive Officer of Crossbow. The term of the sublease agreement commenced in June 2022 and ended in March 2024, with no option to extend (see Note 11, Commitments and Contingencies ). We received cash payments under our sublease of $ 0.4 million during the year ended December 31, 2024. In addition, we received $ 0.2 million from Crossbow in June 2022 as a security deposit, which was remitted to Crossbow following the termination of the sublease. 14. Defined Contribution Benefit Plan We sponsor a defined contribution benefit plan under Section 401(k) of the Internal Revenue Code (the "401(k) Plan"). The 401(k) Plan covers all employees who meet defined minimum age and service requirements, and allows participants to contribute a portion of their annual compensation, subject to statutory limitations. We match 50 % of each participant’s contribution up to a maximum of 6 % of such participant’s eligible compensation paid in a calendar year. We recognized expenses of $ 0.3 million related to matching contributions during each of the years ended December 31, 2025 and 2024. 15. Net Loss Attributable to Common Stockholders per Share For purposes of the diluted net loss attributable to common stockholders per share calculation, outstanding stock options, the conversion option derivative under the K2HV Loan Agreement, common stock to be issued under the 2021 ESPP, and warrants to purchase common stock are considered to be potentially dilutive securities, however the following weighted-average 140 Table of Contents amounts were excluded from the calculation of diluted net loss attributable to common stockholders per share because their effect would be anti-dilutive: December 31, 2025 2024 Outstanding stock options 9,954,872 7,634,937 Warrants to purchase common stock — 58,904 Common stock to be issued under the 2021 ESPP 85,368 67,445 Total 10,040,240 7,761,286 Basic net loss per share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the applicable period. In computing diluted net loss per share, only potential shares of common stock that are dilutive are included. We considered each issue or series of issues of potential shares of common stock separately when determining whether potential shares of common stock are dilutive or anti-dilutive. We made such determination in sequence from the most dilutive to the least dilutive and concluded that the conversion option derivative under the K2HV Loan Agreement is dilutive to net loss per share for the years ended December 31, 2025 and 2024. Pursuant to FASB ASC Topic 260, Earnings Per Share , we applied the if-converted method to determine the effect of the conversion option derivative under the K2HV Loan Agreement on the diluted earnings per share calculations. Pursuant to such method, we adjusted the numerator for the gain recognized during each period in net loss due to the change in the fair value of the conversion option derivative liability under the K2HV Loan Agreement and the interest expense recognized during each period that is attributable to the portion of the term loan that is subject to the conversion option. We also increased the denominator to include the weighted-average number of additional shares of common stock that would have been outstanding if the conversion option derivative under the K2HV Loan Agreement were converted at the beginning of the period or at the inception of the K2HV Loan Agreement for the years ended December 31, 2025 and 2024, respectively. The following table summarizes the computations of basic and diluted net loss per share as presented in our consolidated statements of operations: Year Ended December 31, 2025 2024 (in thousands, except share and per share amounts) Numerator Net loss $ ( 60,822 ) $ ( 70,515 ) Less: change in fair value of derivative liability ( 2,070 ) ( 1,621 ) Plus: interest expense on converted term loan 776 493 Adjusted net loss $ ( 62,116 ) $ ( 71,643 ) Denominator Weighted-average common stock outstanding, basic 46,018,888 43,332,088 Dilutive effect of common stock issuable from assumed conversion of convertible term loan 791,364 527,576 Weighted-average common stock outstanding, diluted 46,810,252 43,859,664 Net loss per share Basic $ ( 1.32 ) $ ( 1.63 ) Diluted $ ( 1.33 ) $ ( 1.63 ) 16. Segment Information We have one reportable segment which focuses on the discovery and development of cancer therapeutics. The segment derives its revenues from the Collaboration Agreement with Jazz (see Note 4, Collaboration and License Agreement ). Our CODM manages our operations on an integrated basis for the purpose of allocating resources. When evaluating our financial performance, our CODM regularly reviews total expenses and expenses by function and makes decisions using this information based on the performance of the enterprise as a whole. Our CODM primarily evaluates the performance of the enterprise based on results that have a direct impact on our available cash and cash equivalents and accordingly places less significance on non-cash expenses such as stock-based compensation and depreciation expenses in determining how to allocate resources. 141 Table of Contents Segment assets regularly reviewed by our CODM include measures of liquidity, primarily available cash and cash equivalents, and are consistent with the presentation of cash and cash equivalents reported in our consolidated balance sheets. The following is a summary of our segment and consolidated net loss, including significant segment expenses: Year Ended December 31, 2025 2024 (in thousands) Collaboration revenue $ — $ 1,885 Less: Clinical development 19,187 16,361 Research and discovery 12,660 14,389 General and administrative support 12,428 14,330 Manufacturing 8,523 19,759 Other segment expenses (a) 7,879 10,640 Interest income 3,108 6,673 Interest expense ( 5,274 ) ( 4,656 ) Loss on extinguishment of debt — ( 553 ) Other income, net 2,021 1,615 Segment and consolidated net loss $ ( 60,822 ) $ ( 70,515 ) (a) Other segment expenses includes non-cash expenses for stock-based compensation and depreciation expenses. 142 Table of Contents EXHIBIT INDEX Exhibit No. Description of Exhibit 3.1 Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 5, 2021, File No. 001-40366). 3.2 Third Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on June 13, 2025, File No. 001-40366). 4.1 Specimen Stock Certificate evidencing the shares of common stock of the Registrant (incorporated by reference to Exhibit 4.1 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1, filed with the Securities and Exchange Commission on April 26, 2021, File No. 333-255132). 4.2 Description of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (incorporated by reference to Exhibit 4.3 to the Registrant’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 24, 2022, File No. 001-40366). 4.3 Form of Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.1 to the Registrant's Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on August 8, 2024, File No. 001-40366). 10.1 2017 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1, filed with the Securities and Exchange Commission on April 26, 2021, File No. 333-255132). 10.2 Form of Stock Option Agreement under 2017 Stock Incentive Plan (incorporated by reference to Exhibit 10.2 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1, filed with the Securities and Exchange Commission on April 26, 2021, File No. 333-255132). 10.3 Form of Restricted Stock Agreement under 2017 Stock Incentive Plan (incorporated by reference to Exhibit 10.3 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1, filed with the Securities and Exchange Commission on April 26, 2021, File No. 333-255132). 10.4 2021 Stock Incentive Plan (incorporated by reference to Exhibit 10.4 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1, filed with the Securities and Exchange Commission on April 26, 2021, File No. 333-255132). 10.5 Form of Stock Option Agreement under 2021 Stock Incentive Plan (incorporated by reference to Exhibit 10.5 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1, filed with the Securities and Exchange Commission on April 26, 2021, File No. 333-255132). 10.6 Form of Restricted Stock Agreement under 2021 Stock Incentive Plan (incorporated by reference to Exhibit 10.6 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1, filed with the Securities and Exchange Commission on April 26, 2021, File No. 333-255132). 10.7 Form of Restricted Stock Unit Agreement under 2021 Stock Incentive Plan (incorporated by reference to Exhibit 10.7 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1, filed with the Securities and Exchange Commission on April 26, 2021, File No. 333-255132). 10.8 2021 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.8 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1, filed with the Securities and Exchange Commission on April 26, 2021, File No. 333-255132). 10.9 Form of Indemnification Agreement between the Registrant and each of its Executive Officers and Directors (incorporated by reference to Exhibit 10.10 to the Registrant’s Registration Statement on Form S-1, filed with the Securities and Exchange Commission on April 8, 2021, File No. 333-255132). 10.10# Second Amended and Restated Assignment and License Agreement dated as of December 20, 2019, by and between the Registrant and Harpoon Therapeutics, Inc (incorporated by reference to Exhibit 10.11 to the Registrant’s Registration Statement on Form S-1, filed with the Securities and Exchange Commission on April 8, 2021, File No. 333-255132). 10.11 Amended and Restated Royalty Transfer Agreement dated as of August 2, 2019, by and among MPM Oncology Impact Fund Charitable Foundation, Inc. and UBS Optimus Foundation (incorporated by reference to Exhibit 10.12 to the Registrant’s Registration Statement on Form S-1, filed with the Securities and Exchange Commission on April 8, 2021, File No. 333-255132). 10.12 Lease Agreement dated as of June 1, 2021, by and between the Registrant and ARE-MA Region No. 75, LLC. (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on June 2, 2021, File No. 001-40366). 10.13+ Employment Agreement dated as of April 23, 2021, by and between the Registrant and Daniel J. Hicklin, Ph.D. (incorporated by reference to Exhibit 10.15 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1, filed with the Securities and Exchange Commission on April 26, 2021, File No. 333-255132). 143 Table of Contents 10.14+ Employment Agreement dated as of April 23, 2021, by and between the Registrant and Randi Isaacs M.D. (incorporated by reference to Exhibit 10.16 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1, filed with the Securities and Exchange Commission on April 26, 2021, File No. 333-255132). 10.15+ Employment Agreement dated as of April 23, 2021, by and between the Registrant and Timothy W. Trost (incorporated by reference to Exhibit 10.20 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1, filed with the Securities and Exchange Commission on April 26, 2021, File No. 333-255132). 10.16+ Employment Agreement dated as of April 30, 2021 by and between the Registrant and Chulani Karunatilake (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 10, 2021, File No. 001-40366). 10.17+ Employment Agreement dated as of April 3, 2025, by and between the Registrant and Steven Bloom (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on August 14, 2025, File No. 001-40366). 10.18+ Amendment No. 1 to Employment Agreement dated as of September 9, 2025, by and between the Registrant and Chulani Karunatilake (incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 4, 2025, File No. 001-40366). 10.19# Collaboration and License Agreement, dated as of April 6, 2022, by and between the Registrant and Jazz Pharmaceuticals Ireland Limited (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on May 10, 2022, File No. 001-40366). 10.20 Form of Restricted Stock Unit Agreement under 2021 Stock Incentive Plan (incorporated by reference to Exhibit 10.22 to the Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 7, 2024, File No. 001-40366). 10.21 Loan and Security Agreement, dated as of May 2, 2024, by and among the Registrant, each other person party thereto as a borrower from time to time, each person party thereto as a guarantor from time to time, the lenders from time to time party thereto, K2 HealthVentures LLC, as administrative agent for the lenders, and Ankura Trust Company LLC, as administrative agent (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on August 8, 2024, File No. 001-40366). 10.22 First Amendment to Lease dated as of December 31, 2024 by and between the Registrant and ARE-MA Region No. 75, LLC (incorporated by reference to Exhibit 10.21 to the Registrant's Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 11, 2025, File No. 001-40366). 10.23 Non-Employee Director Compensation Policy (incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on May 8, 2025, File No. 001-40366). 10.24 Form of Inducement Stock Option Agreement (incorporated by reference to Exhibit 99.1 to the Registrant's Registration Statement on Form S-8, filed with the Securities and Exchange Commission on May 8, 2025, File No. 333-287074). 19 Insider Trading Policy (incorporated by reference to Exhibit 19 to the Registrant's Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 11, 2025, File No. 001-40366). 21.1 Subsidiaries of the Registrant (incorporated by reference to Exhibit 21.1 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1, filed with the Securities and Exchange Commission on April 26, 2021, File No. 333-255132). 23.1* Consent of Ernst & Young LLP, Independent Registered Accounting Firm. 31.1* Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2* Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1† Certifications of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 97 Dodd-Frank Compensation Recovery Policy (incorporated by reference to Exhibit 97 to the Registrant's Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 7, 2024, File No. 001-40366). 101.INS* Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. 101.SCH* Inline XBRL Taxonomy Extension Schema Document 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document 144 Table of Contents 104* Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101) * Filed herewith. † The certifications attached as Exhibit 32.1 that accompany this Annual Report, are deemed furnished and not filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of Werewolf Therapeutics, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Annual Report, irrespective of any general incorporation language contained in such filing. + Indicates management contract. # Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K because such information is not material and is the type of information that the registrant treats as private or confidential. 145 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. WEREWOLF THERAPEUTICS, INC. Date: March 27, 2026 By: /s/ Daniel J. Hicklin Daniel J. Hicklin, Ph.D. President and Chief Executive Officer SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. SIGNATURE TITLE DATE /s/ Daniel J. Hicklin President, Chief Executive Officer and Director (Principal Executive Officer) March 27, 2026 Daniel J. Hicklin, Ph.D. /s/ Michael Urban Vice President of Finance and Corporate Controller (Principal Financial and Accounting Officer) March 27, 2026 Michael Urban /s/ Luke Evnin Chair of the Board of Directors March 27, 2026 Luke Evnin, Ph.D. /s/ Michael B. Atkins Director March 27, 2026 Michael B. Atkins, M.D. /s/ Meeta Chatterjee Director March 27, 2026 Meeta Chatterjee, Ph.D. /s/ Briggs W. Morrison Director March 27, 2026 Briggs W. Morrison, M.D. /s/ Michael A. Sherman Director March 27, 2026 Michael A. Sherman, M.B.A. /s/ Anil K. Singhal Director March 27, 2026 Anil K. Singhal 146