What changed in this filing

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Item 1. Financial Statements

2026-04-08 compared with 2025-10-09 · 122 added, 213 removed, 500 unchanged (40% of the section changed)

26 unchanged sentences

Stockholdersʼ equity:

Preferred stock, $ 0.001 par value— 10,000,000 shares authorized as of August 31, 2025 and November 30, 2024;

no shares issued and outstanding as of August 31, 2025 and November 30, 2024

Common stock, $ 0.001 par value— 500,000,000 shares authorized as of August 31, 2025 and November 30, 2024;

76,872,686 and 75,870,718 shares issued and outstanding as of August 31, 2025 and November 30, 2024, respectively

Preferred stock, $ 0.001 par value— 10,000,000 shares authorized as of February 28, 2026 and November 30, 2025;

no shares issued and outstanding as of February 28, 2026 and November 30, 2025

Common stock, $ 0.001 par value— 500,000,000 shares authorized as of February 28, 2026 and November 30, 2025;

103,399,813 and 101,807,484 shares issued and outstanding as of February 28, 2026 and November 30, 2025, respectively

Additional paid-in capital 1,571,134 1,541,766

8 unchanged sentences

Three Months Ended

August 31, Nine Months Ended

2025 2024 2025 2024

Collaboration revenue $ 6,252 $ 18,453

License revenue — — 30,000 —

Total revenue 6,252 18,453

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Interest and other income, net 5,321 6,513

Loss before income taxes ( 86,421 ) ( 48,874 ) ( 185,476 ) ( 134,758 )

Provision for income taxes — 82 760 262

Net loss $ ( 87,174 ) $ ( 56,351 )

6 unchanged sentences

Three Months Ended

August 31, Nine Months Ended

2025 2024 2025 2024

Net loss $ ( 87,174 ) $ ( 56,351 )

16 unchanged sentences

Vesting of restricted stock units 242,923 — — — — —

Vesting of early exercised stock options — — 21 — — 21

Repurchase of unvested early exercised stock ( 1,548 ) — — — — —

Issuance of common stock under employee stock purchase plan 83,730 — 1,252 — — 1,252

3 unchanged sentences

Balance as of February 28, 2025 76,234,799 $ 76 $ 1,275,735 $ 226 $ ( 795,120 ) $ 480,917

Issuance of common stock and pre-funded warrants in connection with equity financing, net of issuance costs of $ 12,518

11,916,667 12 188,720 — — 188,732

Issuance of common stock in “ at the market ” financing, net of issuance costs of $ 1,684

3,194,809 3 48,466 — — 48,469

Exercise of stock options 24,108 — 216 — — 216

Vesting of restricted stock units 83,997 — — — — —

Vesting of early exercised stock options — — 12 — — 12

Stock-based compensation — — 8,847 — — 8,847

Unrealized gain on available-for-sale marketable securities — — — 215 — 215

Net loss — — — — ( 44,546 ) ( 44,546 )

Balance as of May 31, 2024 64,356,535 64 1,002,028 ( 135 ) ( 631,264 ) 370,693

Issuance of common stock in “at the market” financing, net of issuance costs of $ 920

2,145,000 2 41,978 — — 41,980

Exercise of stock options 281,291 1 3,034 — — 3,035

Vesting of restricted stock units 197,777 — — — — —

Issuance of common stock under employee stock purchase plan 102,920 — 863 — — 863

Stock-based compensation — — 8,762 — — 8,762

Unrealized gain on available-for-sale marketable securities — — — 479 — 479

Net loss — — — — ( 48,956 ) ( 48,956 )

Balance as of August 31, 2024 67,083,523 $ 67 $ 1,056,665 $ 344 $ ( 680,220 ) $ 376,856

Common stock Additional

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Balance as of November 30, 2025 101,807,484 $ 102 $ 1,541,766 $ 105 $ ( 1,003,226 ) $ 538,747

Issuance of common stock in “ at the market ” financing, net of issuance costs

1,000,000 1 17,993 — — 17,994

Exercise of stock options 77,942 — 375 — — 375

2 unchanged sentences

Stock-based compensation — — 9,404 — — 9,404

Unrealized gain on available-for-sale marketable securities — — — 76 — 76

Net loss — — — — ( 56,351 ) ( 56,351 )

Balance as of February 28, 2025 76,234,799 76 1,275,735 226 ( 795,120 ) 480,917

Exercise of stock options 1,233 — 6 — — 6

Vesting of restricted stock units 197,632 — — — — —

Stock-based compensation — — 10,390 — — 10,390

Unrealized loss on available-for-sale marketable securities — — — ( 49 ) — ( 49 )

Net loss — — — — ( 87,174 ) ( 87,174 )

Balance as of May 31, 2025 76,433,664 76 1,286,131 ( 20 ) ( 838,584 ) 447,603

Exercise of stock options 18,822 1 177 — — 178

Vesting of restricted stock units 311,485 — — — — —

Issuance of common stock under employee stock purchase plan 108,715 — 977 — — 977

Stock-based compensation — — 9,776 — — 9,776

Unrealized gain on available-for-sale marketable securities — — — 139 — 139

Net loss — — — — ( 86,421 ) ( 86,421 )

Balance as of August 31, 2025 76,872,686 $ 77 $ 1,297,061 $ 119 $ ( 925,005 ) $ 372,252

Balance as of February 28, 2026 103,399,813 $ 103 $ 1,571,134 $ 56 $ ( 1,090,400 ) $ 480,893

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

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(in thousands)

Nine Months Ended August 31,

Three Months Ended February 28,

Cash flows from operating activities

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Net accretion of discount on marketable securities ( 1,978 ) ( 3,557 )

Loss on disposal of property and equipment 160 —

Amortization of operating lease right-of-use assets 1,580 1,778

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Proceeds from issuance of common stock under employee stock purchase plan 1,596 1,252

Proceeds from issuances of common stock and pre-funded warrants in equity financing, net of issuance costs — 188,732

Proceeds from issuances of common stock in “at the market” financing, net of issuance costs

Repurchase of unvested early exercised stock options — ( 15 )

Net cash provided by financing activities 19,975 1,473

Net (decrease) increase in cash, cash equivalents and restricted cash ( 31,492 ) 44,417

Net decrease in cash, cash equivalents and restricted cash ( 175,765 ) ( 34,081 )

Cash, cash equivalents and restricted cash at beginning of period 247,928 110,898

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Right-of-use assets recognized in exchange for lease obligations $ 2,720 $ —

Deferred issuance costs included in accrued expenses and other current liabilities $ — $ 156

Deferred issuance costs recognized related to the “at the market” financing $ — $ 242

Vesting of early exercised stock options $ — $ 33

As of August 31,

As of February 28,

Reconciliation of cash, cash equivalents and restricted cash:

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Nurix Therapeutics, Inc.

(the Company) was incorporated in the state of Delaware on August 27, 2009, and is headquartered in San Francisco, California.

The Company is a clinical stage biopharmaceutical company focused on the discovery, development and commercialization of innovative small molecules and antibody therapies based on the degradation of cellular protein levels as a novel treatment approach for cancer, inflammatory conditions and other challenging diseases.

Leveraging the Company’s expertise in E3 ligases together with its proprietary DNA-encoded libraries, the Company has built DEL-AI, a fully AI-integrated discovery platform to identify and advance novel drug candidates targeting E3 ligases, a broad class of enzymes that can degrade proteins within the cell.

The Company’s drug discovery approach is to either harness or inhibit the natural function of E3 ligases within the ubiquitin-proteasome system to selectively decrease or increase cellular protein levels.

(the Company) was incorporated in the state of Delaware on August 27, 2009, and is headquartered in Brisbane, California.

The Company is a clinical stage biopharmaceutical company focused on the discovery, development and commercialization of targeted protein degradation medicines, the next frontier in innovative drug design aimed at improving treatment options for patients with cancer and inflammatory diseases.

Powered by a fully artificial intelligence (AI)-integrated discovery engine capable of tackling any protein class, and coupled with leading ligase expertise, the Company holds a differentiated position in translating the science of protein degradation into clinical advancements with the aim of establishing degrader-based treatments at the forefront of patient care.

The Company’s wholly owned, clinical stage pipeline includes targeted protein degraders of Bruton’s tyrosine kinase, a B-cell signaling protein, and inhibitors of Casitas B-lineage lymphoma proto-oncogene B, an E3 ligase that regulates activation of multiple immune cell types including T cells and NK cells.

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The Company agreed to pay Piper Sandler a commission of 3.0 % of the gross sales price of any shares sold pursuant to the Equity Distribution Agreement.

In June 2022, the Company issued and sold 2,000,000 shares of common stock under the Equity Distribution Agreement at a price of $ 10.00 per share for net proceeds of $ 19.3 million after deducting offering commissions and expenses paid by the Company.

In May 2024, the Company issued and sold 3,194,809 shares of common stock under the Equity Distribution Agreement at various prices ranging from $ 15.50 to $ 16.00 per share for total net proceeds of $ 48.5 million, after deducting offering commissions and expenses paid by the Company.

In June 2022, the Company issued and sold 2,000,000 shares of common stock under the Equity Distribution Agreement at a price of $ 10.00 per share for gross proceeds of $ 20.0 million before deducting offering commissions and expenses paid by the Company.

In May 2024, the Company issued and sold 3,194,809 shares of common stock under the Equity Distribution Agreement at various prices ranging from $ 15.50 to $ 16.00 per share for total gross proceeds of $ 50.2 million, before deducting offering commissions and expenses paid by the Company.

In June 2024, the Company filed an automatic shelf registration statement on Form S-3 (the Automatic Shelf Registration Statement).

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On July 11, 2024, the Company entered into Amendment No.

1 to the Equity Distribution Agreement (as amended, the Amended Equity Distribution Agreement), pursuant to which, from time to time, the Company may offer and sell through Piper Sandler up to $ 150.0 million of common stock registered under the Automatic Shelf Registration Statement pursuant to one or more “at the market” offerings.

1 to the Equity Distribution Agreement (as amended, the Amended Equity Distribution Agreement), pursuant to which, from time to time, the Company could offer and sell through Piper Sandler up to $ 150.0 million of common stock registered under the Automatic Shelf Registration Statement pursuant to one or more “at the market” offerings.

The Company was not required to sell any shares at any time during the term of the Amended Equity Distribution Agreement.

The Company agreed to pay Piper Sandler a commission of up to 3.0 % of the gross sales price of any shares sold pursuant to the Amended Equity Distribution Agreement.

In August 2024, the Company issued and sold 2,145,000 shares of common stock under the Amended Equity Distribution Agreement at a price of $ 20.00 per share for total net proceeds of $ 42.0 million, after deducting offering commissions and expenses paid by the Company.

In October 2024, the Company issued and sold 4,803,573 shares of common stock under the Amended Equity Distribution Agreement at various prices ranging from $ 21.50 to $ 25.00 per share for total net proceeds of $ 105.3 million, after deducting offering commissions and expenses paid by the Company.

In August 2024, the Company issued and sold 2,145,000 shares of common stock under the Amended Equity Distribution Agreement at a price of $ 20.00 per share for total gross proceeds of $ 42.9 million before deducting offering commissions and expenses paid by the Company.

In October 2024, the Company issued and sold 4,803,573 shares of common stock under the Amended Equity Distribution Agreement at various prices ranging from $ 21.50 to $ 25.00 per share for total gross proceeds of $ 107.1 million, before deducting offering commissions and expenses paid by the Company.

On October 31, 2024, the Company entered into Amendment No.

2 to the Equity Distribution Agreement (as amended, the Second Amended Equity Distribution Agreement), pursuant to which, from time to time, the Company may offer and sell through Piper Sandler up to $ 300.0 million of common stock registered under the Automatic Shelf Registration Statement pursuant to one or more “at the market” offerings.

The Company is not required to sell any shares at any time during the term of the Second Amended Equity Distribution Agreement.

2 to the Equity Distribution Agreement (as amended, the Second Amended Equity Distribution Agreement), pursuant to which, from time to time, the Company could offer and sell through Piper Sandler up to $ 300.0 million of common stock registered under the Automatic Shelf Registration Statement pursuant to one or more “at the market” offerings.

The Company was not required to sell any shares at any time during the term of the Second Amended Equity Distribution Agreement.

The Company agreed to pay Piper Sandler a commission of up to 3.0 % of the gross sales price of any shares sold pursuant to the Second Amended Equity Distribution Agreement.

In November 2024, the Company issued and sold 3,634,393 shares of common stock under the Second Amended Equity Distribution Agreement at a price of $ 26.25 per share for total net proceeds of $ 93.6 million, after deducting offering commissions and expenses paid by the Company.

As of August 31, 2025, the Company had $ 204.6 million of common stock remaining available for sale under the Second Amended Equity Distribution Agreement.

In November 2024, the Company issued and sold 3,634,393 shares of common stock under the Second Amended Equity Distribution Agreement at a price of $ 26.25 per share for total gross proceeds of $ 95.4 million before deducting offering commissions and expenses paid by the Company.

In January 2026, the Company issued and sold 1,000,000 shares of common stock under the Second Amended Equity Distribution Agreement at a price of $ 18.25 per share for total gross proceeds of $ 18.3 million before deducting offering commissions and expenses paid by the Company.

As of February 28, 2026, the Company had $ 186.3 million of common stock remaining available for sale under the Second Amended Equity Distribution Agreement.

On March 6, 2026, the Company entered into Amendment No.

3 to the Equity Distribution Agreement (as amended, the Third Amended Equity Distribution Agreement), pursuant to which, from time to time, the Company may offer and sell through Piper Sandler up to $ 413.65 million of common stock, which includes $ 113.65 million in gross proceeds sold under the Second Amended Equity Distribution Agreement, registered under the Automatic Shelf Registration Statement pursuant to one or more “at the market” offerings.

The Company is not required to sell any shares at any time during the term of the Third Amended Equity Distribution Agreement.

The Company agreed to pay Piper Sandler a commission of up to 3.0 % of the gross sales price of any shares sold pursuant to the Third Amended Equity Distribution Agreement.

Registered Direct Offerings

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Refer to Note 7 for more information regarding the 2022 Pre-Funded Warrants.

In October 2025, the Company completed an underwritten registered direct offering (the 2025 RDO) and issued 24,485,799 shares of common stock at a price of $ 10.21 per share.

Net proceeds from the 2025 RDO were $ 234.4 million, after deducting underwriting discounts and commissions and offering expenses of $ 15.6 million.

Public Offering

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The accompanying condensed financial statements have been prepared assuming that the Company will continue as a going concern.

As of August 31, 2025, the Company had cash, cash equivalents and marketable securities of $ 428.8 million and an accumulated deficit of $ 925.0 million.

Management believes that its cash, cash equivalents and marketable securities are sufficient to continue operating activities for at least 12 months following the issuance date of these condensed financial statements.

As of February 28, 2026, the Company had cash, cash equivalents and marketable securities of $ 540.7 million and an accumulated deficit of $ 1.1 billion.

Management believes that its cash, cash equivalents and short-term marketable securities are sufficient to continue operating activities for at least 12 months following the issuance date of these condensed financial statements.

Future capital requirements will depend on many factors, including the timing and extent of spending on research and development and payments the Company may receive under its collaboration agreements with Sanofi, Gilead and Pfizer or future collaboration agreements, if any.

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GAAP) and applicable rules and regulations of the SEC regarding interim financial reporting.

The Company’s condensed financial statements have been prepared on the same basis as the annual financial statements and reflect, in the opinion of management, all adjustments of a normal and recurring nature that are necessary for the fair statement of the Company’s financial position as of and for the three and nine months ended August 31, 2025.

The condensed balance sheet as of November 30, 2025, was derived from the audited annual financial statements as of that date.

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These interim results are not necessarily indicative of results to be expected for the full fiscal year or any future interim period.

Subsequent to November 30, 2023, amounts presented in the financial statements are unconsolidated as the Company had no subsidiaries.

Use of Estimates

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Disruption from these manufacturers or suppliers would have a negative impact on the Company’s business, financial position and results of operations.

The Company determines if an arrangement contains a lease and the classification of the lease at inception.

An arrangement contains a lease if there is an identified asset and if the Company controls the use of the identified asset throughout the period of use.

The evaluation of whether the lease is an operating or a finance lease requires judgments in determining the fair value of the leased asset.

Lease right-of-use (ROU) assets and lease liabilities are recognized at the lease commencement date based on the present value of the future minimum lease payments over the lease term at the commencement date.

ROU assets also include any initial direct costs incurred and any lease payments made on or before the lease commencement date, less any lease incentives received.

The Company uses its incremental borrowing rate, if an implicit rate is not readily determinable, and the information available at the date of lease commencement in determining its lease liabilities.

The Company’s incremental borrowing rate is based on the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term, an amount equal to the lease payments in a similar economic environment, and the determination of the rate requires the Company to make certain assumptions and judgments, including on its synthetic credit rating.

Leases may include options to extend or early terminate the lease term.

If the Company, using judgment, is reasonably certain that an option will be exercised, then the option will be included in the calculation of the lease term.

The Company elected to combine lease and non-lease components for all underlying assets groups, and not recognize ROU assets or lease liabilities for short-term leases.

A short-term lease is a lease that, at the commencement date, has a lease term of 12 months or less and does not include an option to purchase the underlying asset that the lessee is reasonably certain to exercise.

Lease expense for operating leases is recognized on a straight-line basis over the lease term.

The Company does not have any finance leases.

Revenue Recognition

The Company recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services.

To recognize revenue from a contract with a customer, the Company performs the following five steps:

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

(ii) identify the performance obligations in the contract;

(iii) determine the transaction price;

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

(v) recognize revenue when (or as) the Company satisfies a performance obligation.

At contract inception, the Company assesses the goods or services promised within each contract, whether each promised good or service is distinct, and determines those that are performance obligations.

The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when or as the performance obligation is satisfied.

The Company enters into collaboration agreements under which it may obtain upfront payments, milestone payments, royalty payments and other fees.

Promises under these arrangements may include research licenses, research services, including selection campaign research services for certain replacement targets, the obligation to share information during the research and the participation of alliance managers and in joint research committees, joint patent committees and joint steering committees.

The Company assesses these promises within the context of the agreements to determine the performance obligations.

Exclusive license rights:

If a license to the Company’s intellectual property is determined to be distinct from the other promises identified in the arrangement, the Company recognizes revenue from nonrefundable, upfront payments allocated to the license when the license is transferred to the customer and the customer is able to use and benefit from the license and the underlying intellectual property.

If the license is the predominant promise, and it is determined that the license represents functional intellectual property, revenue is recognized at the point in time when control of the license is transferred.

If it is determined that the license does not represent functional intellectual property, revenue is recognized over time using an appropriate method of measuring progress.

Research and collaboration licenses:

Collaboration agreements may include research licenses and research and development services to be performed by the Company.

For research licenses that are bundled with other promises, the Company utilizes judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring proportional performance for purposes of recognizing revenue from non-refundable, upfront payments.

The Company evaluates the measure of proportional performance each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition.

Milestone payments:

At the inception of each arrangement that includes research, development or regulatory milestone payments, the Company evaluates whether the milestones are considered probable of being reached and estimates the amount to be included in the transaction price.

The Company uses the most likely amount method for research, development and regulatory milestone payments.

Under the most likely amount method, an entity considers the single most likely amount in a range of possible consideration amounts.

If it is probable that a significant revenue reversal would not occur, the associated milestone amount is included in the transaction price.

Sales-based milestones and royalties:

For arrangements that include sales-based milestone or royalty payments based on the level of sales, and in which the license is deemed to be the predominant item to which the sales-based milestone or royalties relate to, the Company recognizes revenue in the period in which the sales-based milestone is achieved and in the period in which the sales associated with the royalty occur.

To date, the Company has not recognized any sales-based milestone or royalty revenue resulting from its collaboration arrangements.

Customer options:

Customer options, such as options granted to allow a licensee to extend a license or research term, to select additional research targets or to choose to research, develop and commercialize licensed compounds are evaluated at contract inception to determine whether those options provide a material right (i.e., an optional good or service offered for free or at a discount) to the customer.

If the customer options represent a material right, the material right is treated as a separate performance obligation at the outset of the arrangement.

The Company allocates the transaction price to material rights based on the standalone selling price.

As a practical alternative to estimating the standalone selling price of a material right when the underlying goods or services are both (i) similar to the original goods or services in the contract and (ii) provided in accordance with the terms of the original contract, the Company allocates the total amount of consideration expected to be received from the customer to the total goods or services expected to be provided to the customer.

Amounts allocated to any material right are recognized as revenue when or as the related future goods or services are transferred or when the option expires.

If the option does not provide a material right, then the option is considered a marketing offer, which would be accounted for as a separate contract upon exercise.

Deferred revenue, which is a contract liability, represents net amounts received by the Company for which the related revenues have not been recognized because one or more of the revenue recognition criteria have not been met.

The current portion of deferred revenue represents the amount to be recognized within one year from the balance sheet date based on the estimated performance period of the underlying performance obligation.

The non-current portion of deferred revenue represents amounts to be recognized after one year through the end of the performance period of the performance obligation.

Recent Accounting Pronouncements Not Yet Adopted

In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update (ASU) No.

2023‑07, Segment Reporting (Topic 280)—Improvements to Reportable Segment Disclosures (ASU 2023-07), which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.

This amendment is effective for the Company in the fiscal year beginning December 1, 2024, and interim periods within the fiscal year beginning December 1, 2025, on a retrospective basis with early adoption permitted.

The Company does not expect the adoption of this standard to have a material impact on its condensed financial statements.

The Company will adopt ASU 2023-07 for the annual reporting period ending November 30, 2025, and for the interim reporting periods thereafter.

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

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The Company is in the process of evaluating the impact of this new guidance on its disclosures.

In September 2025, the FASB issued ASU 2025-06— Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software (ASU 2025-06), which is intended to simplify the capitalization guidance for internal-use software by removing references to project stages and clarifying when the capitalizing of eligible costs is required.

ASU 2025-06 is effective for annual periods beginning after December 15, 2027, and interim periods within those fiscal years.

Early adoption is permitted.

The Company is in the process of evaluating the impact of this new guidance on its disclosures.

Significant Accounting Policies

There were no changes to the Company’s significant accounting policies during the three months ended February 28, 2026.

Collaboration Agreements

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Upon signing the Gilead Agreement, Gilead paid the Company an upfront payment of $ 45.0 million plus $ 3.0 million in additional fees.

In addition, from the signing of the Gilead Agreement to August 31, 2025, the Company has received payments of $ 47.0 million for research milestones and additional payments, $ 20.0 million for a license option exercise payment, $ 15.0 million in research term extension fees and $ 5.0 million for a clinical milestone payment.

As of August 31, 2025, the Company is eligible to receive up to approximately $ 1.8 billion in total additional payments, including payments of up to $ 508.5 million upon the achievement of specified research and development milestones, up to $ 60.0 million in certain additional fees related to target licensing and reservation and up to $ 1.2 billion upon the achievement of certain sales milestones.

In addition, from the signing of the Gilead Agreement to February 28, 2026, the Company has received payments of $ 47.0 million for research milestones and additional payments, $ 20.0 million for a license option exercise payment, $ 15.0 million in research term extension fees and $ 5.0 million for a clinical milestone payment.

As of February 28, 2026, the Company is eligible to receive up to approximately $ 1.8 billion in total additional payments, including payments of up to $ 508.5 million upon the achievement of specified research and development milestones, up to $ 60.0 million in certain additional fees related to target licensing and reservation and up to $ 1.2 billion upon the achievement of certain sales milestones.

The Company also is eligible to receive mid-single digit to low tens percentage tiered royalties on annual net sales from any commercial products directed to the optioned collaboration targets, subject to certain reductions and excluding sales in the United States of any products for which the Company exercises its option to co-develop and co-promote, for which the parties share profits and losses evenly.

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In order to determine the transaction price, the Company evaluated all the payments to be received during the duration of the contract.

Certain milestone payments and additional fees were considered variable consideration, which were not included in the transaction price based on the most likely amount method as of August 31, 2025.

Certain milestone payments and additional fees were considered variable consideration, which were not included in the transaction price based on the most likely amount method as of February 28, 2026.

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

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The research term extension fee of $ 15.0 million is recognized as collaboration revenue using the cost-based input method over the estimated extended research term of two years , which represents the estimated timing of completion of the identified deliverables.

As of August 31, 2025, no milestones have been achieved related to the extended research term.

As of February 28, 2026, no milestones have been achieved related to the extended research term.

Using the cost-based input method, which the Company determined most faithfully depicts the transfer of its performance obligation to Gilead, the Company recognizes revenue based on actual costs incurred as a percentage of total estimated costs as the Company completes its performance obligation under the contract.

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Total estimated costs are primarily driven by the number of estimated FTEs, which requires significant management judgment.

For the three and nine months ended August 31, 2025, the Company recognized collaboration revenue related to the Gilead Research Term Extension of $ 2.1 million and $ 5.5 million, respectively, all of which was included in deferred revenue as of the beginning of the period.

For the three and nine months ended August 31, 2024, the Company recognized collaboration revenue related to the Gilead Research Term Extension of $ 1.9 million for both periods, all of which was related to the $ 15.0 million research term extension fee received in the second quarter of fiscal year 2024.

For the three and nine months ended August 31, 2024, the Company recognized collaboration revenue related to the initial research term under the Gilead Agreement of $ 0.5 million and $ 10.0 million, respectively, all of which was included in deferred revenue as of the beginning of the period.

As of August 31, 2025, deferred revenue related to the Gilead Agreement was $ 5.5 million, all of which was current.

As of November 30, 2024, deferred revenue related to the Gilead Agreement was $ 11.0 million, of which $ 9.1 million was current.

For the three months ended February 28, 2026, the Company recognized collaboration revenue related to the Gilead Research Extension of $ 1.5 million, all of which was included in deferred revenue as of the beginning of the period.

For the three months ended February 28, 2025, the Company recognized collaboration revenue related to the Gilead Research Extension of $ 1.7 million, all of which was related to the $ 15.0 million research term extension fee received in the second quarter of fiscal year 2024.

As of February 28, 2026, deferred revenue related to the Gilead Agreement was $ 2.3 million, all of which was current.

As of November 30, 2025, deferred revenue related to the Gilead Agreement was $ 3.8 million, all of which was current.

In December 2019, the Company entered into a strategic collaboration with Genzyme Corporation, a subsidiary of Sanofi, which became effective in January 2020 (as subsequently expanded and amended, the Sanofi Agreement), to discover, develop and commercialize a pipeline of targeted protein degradation drugs for patients with challenging diseases in multiple therapeutic areas using the Company’s DEL-AI platform to identify small molecules designed to induce degradation of three specified initial drug targets.

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Subsequently, in January 2021, Sanofi paid the Company an additional $ 22.0 million to exercise its option to expand the number of targets beyond the initial targets included in the collaboration.

In addition, from the signing of the Sanofi Agreement to August 31, 2025, the Company has received payments of $ 20.0 million for research milestones and $ 30.0 million for license extension fees.

As of August 31, 2025, the Company is eligible to receive up to approximately $ 930.0 million in total additional payments, including payments of up to $ 180.0 million upon the achievement of specified research and development milestones, up to $ 250.0 million upon the achievement of specified regulatory milestones and up to $ 500.0 million upon the achievement of certain sales milestones.

In addition, from the signing of the Sanofi Agreement to February 28, 2026, the Company has received payments of $ 20.0 million for research milestones and $ 30.0 million for license extension fees.

As of February 28, 2026, the Company is eligible to receive up to approximately $ 930.0 million in total additional payments, including payments of up to $ 180.0 million upon the achievement of specified research and development milestones, up to $ 250.0 million upon the achievement of specified regulatory milestones and up to $ 500.0 million upon the achievement of certain sales milestones.

The Company is also eligible to receive mid-single digit to low teen percentage tiered royalties on annual net sales of any commercial products that may result from the collaboration, subject to certain reductions and excluding sales in the United States of any products for which the Company exercises its option to co-develop and co-promote, for which the parties share profits and losses evenly.

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In order to determine the transaction price, the Company evaluated all the payments to be received during the duration of the contract.

Certain milestone payments and additional fees were considered variable consideration, which were not included in the transaction price based on the most likely amount method as of August 31, 2025.

Certain milestone payments and additional fees were considered variable consideration, which were not included in the transaction price based on the most likely amount method as of February 28, 2026.

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

3 unchanged sentences

The research period was extended as part of the Sixth Sanofi Amendment and a cumulative effect was recorded in the second quarter of fiscal year 2024.

The initial research term ended in the second quarter of fiscal year 2025.

The research term ended in the second quarter of fiscal year 2025.

Using the cost-based input method, which the Company determined most faithfully depicts the transfer of its performance obligation to Sanofi, the Company recognizes revenue based on actual costs incurred as a percentage of total estimated costs as the Company completes its performance obligation under the contract.

2 unchanged sentences

Total estimated costs are primarily driven by the number of estimated FTEs, which requires significant management judgment.

For the three and nine months ended August 31, 2025, the Company recognized collaboration revenue related to the Sanofi Agreement of zero and $ 16.1 million, respectively, of which zero and $ 9.1 million, respectively, were included in deferred revenue as of the beginning of the period, and zero and $ 6.4 million, respectively, were related to activities satisfied in previous periods.

The Company also recognized $ 30.0 million in license revenue received pursuant to the Sanofi License Extensions during the nine months ended August 31, 2025.

For the three and nine months ended August 31, 2024, the Company recognized collaboration revenue related to the Sanofi Agreement of $ 5.9 million and $ 16.2 million, respectively, of which $ 5.9 million and $ 14.7 million, respectively, were included in deferred revenue as of the beginning of the period, and zero and $ 1.2 million, respectively, were related to activities satisfied in previous periods.

As of August 31, 2025, deferred revenue related to the Sanofi Agreement was zero .

As of November 30, 2024, deferred revenue related to the Sanofi Agreement was $ 9.1 million, all of which was current.

For the three months ended February 28, 2026, the Company recognized no collaboration revenue related to the Sanofi Agreement.

For the three months ended February 28, 2025, the Company recognized collaboration revenue related to the Sanofi Agreement of $ 12.8 million, of which $ 6.0 million was included in deferred revenue as of the beginning of the period, and $ 6.2 million was related to activities satisfied in previous periods.

There was no deferred revenue related to the Sanofi Agreement as of February 28, 2026, and November 30, 2025, and all performance obligations were satisfied.

In September 2023, the Company entered into a strategic collaboration with Seagen Inc.

8 unchanged sentences

Under the terms of the Pfizer Agreement, the Company received an upfront payment of $ 60.0 million.

In addition, from the signing of the Pfizer Agreement to August 31, 2025, the Company has received payments of $ 10.0 million for research milestones.

As of August 31, 2025, the Company is eligible to receive up to approximately $ 3.4 billion in contingent payments across multiple programs, including payments of up to $ 626.0 million upon the achievement of specified research and development milestones, up to $ 19.5 million in certain additional fees related to target licensing and reservation, up to $ 873.0 million upon the achievement of specified regulatory milestones and up to $ 1.8 billion upon the achievement of certain sales milestones.

In addition, from the signing of the Pfizer Agreement to February 28, 2026, the Company has received payments of $ 15.0 million for research milestones.

As of February 28, 2026, the Company is eligible to receive up to approximately $ 3.4 billion in contingent payments across multiple programs, including payments of up to $ 621.0 million upon the achievement of specified research and development milestones, up to $ 19.5 million in certain additional fees related to target licensing and reservation, up to $ 873.0 million upon the achievement of specified regulatory milestones and up to $ 1.8 billion upon the achievement of certain sales milestones.

The Company is also eligible for mid-single to low double digit percentage tiered royalties on future sales.

1 unchanged sentence

The Company identified the following promises in the Pfizer Agreement:

(1) the research licenses, (2) the research services, (3) the participation of a gatekeeper and an alliance managers and the participation in various joint committees, and (4) the obligation to share information during the research term.

(1) the research licenses, (2) the research services, (3) the participation of a gatekeeper and alliance managers and the participation in various joint committees, and (4) the obligation to share information during the research term.

The Company determined that the research licenses, the participation in the joint committees and the obligation to share information are not capable of being distinct from the research services, and, accordingly, the identified promises were combined as one single performance obligation.

2 unchanged sentences

In order to determine the transaction price, the Company evaluated all the payments to be received during the duration of the contract.

Milestone payments and additional fees were considered variable consideration, which were not included in the transaction price based on the most likely amount method as of August 31, 2025.

Milestone payments and additional fees were considered variable consideration, which were not included in the transaction price based on the most likely amount method as of February 28, 2026.

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

7 unchanged sentences

Total estimated costs are primarily driven by the number of estimated FTEs, which requires significant management judgment.

For the three and nine months ended August 31, 2025, the Company recognized collaboration revenue related to the Pfizer Agreement of $ 5.8 million and $ 13.8 million, respectively, all of which was included in deferred revenue as of the beginning of the period.

For the three and nine months ended August 31, 2024, the Company recognized collaboration revenue related to the Pfizer Agreement of $ 4.2 million and $ 13.1 million, respectively, of which $ 4.2 million and $ 12.3 million, respectively, were included in deferred revenue as of the beginning of the period, and zero and $ 0.1 million, respectively, were related to activities satisfied in previous periods.

As of August 31, 2025, deferred revenue related to the Pfizer Agreement was $ 35.7 million, of which $ 20.5 million was current.

For the three months ended February 28, 2026, the Company recognized collaboration revenue related to the Pfizer Agreement of $ 4.7 million, all of which was included in deferred revenue as of the beginning of the period.

For the three months ended February 28, 2025, the Company recognized collaboration revenue related to the Pfizer Agreement of $ 4.0 million, all of which was included in deferred revenue as of the beginning of the period.

As of February 28, 2026, deferred revenue related to the Pfizer Agreement was $ 24.0 million, of which $ 16.5 million was current.

As of November 30, 2025, deferred revenue related to the Pfizer Agreement was $ 23.8 million, of which $ 13.8 million was current, and included $ 5.0 million in contract assets representing the unbilled amount related to the research milestone achieved in November 2025.

32 unchanged sentences

The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments and considers factors specific to the asset or liability.

The following tables present the Company’s investments, which consist of cash equivalents and available-for-sale marketable securities, that are measured at fair value on a recurring basis as of August 31, 2025 and November 30, 2024 (in thousands):

August 31, 2025 Level Amortized

The following tables present the Company’s investments, which consist of cash equivalents and available-for-sale marketable securities, that are measured at fair value on a recurring basis as of February 28, 2026, and November 30, 2025 (in thousands):

February 28, 2026 Level Amortized

cost Unrealized

3 unchanged sentences

treasury securities Level 1 469,481 88 ( 32 ) 469,537

government agency securities Level 2 9,998 2 ( 1 ) 9,999

Total $ 536,439 $ 88 $ ( 32 ) $ 536,495

7 unchanged sentences

treasury securities Level 1 345,876 115 ( 10 ) 345,981

government agency securities Level 2 28,829 32 ( 15 ) 28,846

Total $ 587,240 $ 115 $ ( 10 ) $ 587,345

1 unchanged sentence

Included in marketable securities, current $ 345,876 $ 115 $ ( 10 ) $ 345,981

The following tables summarize the available-for-sale marketable securities in an unrealized loss position for which an allowance for credit losses has not been recorded as of August 31, 2025 and November 30, 2024, aggregated by investment category and length of time in a continuous unrealized loss position (in thousands):

The following tables summarize the available-for-sale marketable securities in an unrealized loss position for which an allowance for credit losses has not been recorded as of February 28, 2026, and November 30, 2025, aggregated by investment category and length of time in a continuous unrealized loss position (in thousands):

Less than 12 months Greater than 12 months Total

August 31, 2025 Fair Value Gross Unrealized Loss Fair Value Gross Unrealized Loss Fair Value Gross Unrealized Loss

February 28, 2026 Fair Value Gross Unrealized Loss Fair Value Gross Unrealized Loss Fair Value Gross Unrealized Loss

treasury securities $ 151,566 $ ( 32 ) $ — $ — $ 151,566 $ ( 32 )

government agency securities — — 3,998 ( 1 ) 3,998 ( 1 )

Total $ 151,566 $ ( 32 ) $ — $ — $ 151,566 $ ( 32 )

2 unchanged sentences

treasury securities $ 68,755 $ ( 10 ) $ — $ — $ 68,755 $ ( 10 )

government agency securities — — 3,981 ( 15 ) 3,981 ( 15 )

Total $ 68,755 $ ( 10 ) $ — $ — $ 68,755 $ ( 10 )

The accrued interest receivable related to the Company’s marketable securities was $ 1.7 million and $ 1.5 million as of August 31, 2025 and November 30, 2024, respectively, and was included in prepaid expenses and other current assets on the condensed balance sheet.

The accrued interest receivable related to the Company’s marketable securities was $ 2.4 million and $ 1.5 million as of February 28, 2026, and November 30, 2025, respectively, and was included in prepaid expenses and other current assets on the condensed balance sheet.

The Company classifies its money market funds and U.S.

treasury securities, which are valued based on quoted market prices in active markets with no valuation adjustment, as Level 1 assets within the fair value hierarchy.

The Company classifies its marketable securities in corporate debt securities and U.S.

The Company classifies its marketable securities in U.S.

government agency securities as Level 2 assets within the fair value hierarchy.

2 unchanged sentences

These inputs include reported trades of and broker/dealer quotes on the same or similar securities, issuer credit spreads, benchmark securities, prepayment/default projections based on historical data and other observable inputs.

There were no transfers of financial instruments between valuation levels during the three and nine months ended August 31, 2025 and 2024.

As of August 31, 2025 and November 30, 2024, the unrealized losses for available-for-sale securities were non-credit related, and the Company does not intend to sell the securities that were in an unrealized loss position, nor will it be required to sell those securities before recovery of their amortized cost basis, which may be maturity.

As of August 31, 2025, and November 30, 2024, no allowance for credit losses for the Company’s marketable securities was recorded.

During the three and nine months ended August 31, 2025 and 2024, the Company did not recognize any impairment losses related to marketable securities.

There were no transfers of financial instruments between valuation levels during the three months ended February 28, 2026 and 2025.

As of February 28, 2026, and November 30, 2025, the unrealized losses for available-for-sale securities were non-credit related, and the Company does not intend to sell the securities that were in an unrealized loss position, nor will it be required to sell those securities before recovery of their amortized cost basis, which may be maturity.

As of February 28, 2026, and November 30, 2025, no allowance for credit losses for the Company’s marketable securities was recorded.

During the three months ended February 28, 2026 and 2025, the Company did not recognize any impairment losses related to marketable securities.

Commitments and Contingencies

4 unchanged sentences

Legal fees and other costs associated with such actions are expensed as incurred.

As of August 31, 2025, the Company was not a party to any material legal proceedings.

As of February 28, 2026, the Company was not a party to any material legal proceedings.

Indemnifications

5 unchanged sentences

In addition, the Company has entered into indemnification agreements with directors and certain officers and employees that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors, officers or employees.

No demands have been made upon the Company to provide indemnification under such agreements, and thus, there are no claims that the Company is aware of that could have a material effect on the Company’s condensed financial statements.

The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is not specified in the agreements.

1 unchanged sentence

Operating Leases

The Company leases office and laboratory facilities totaling approximately 57,902 square feet within the same building in San Francisco, California under several lease agreements.

These lease agreements were originally scheduled to expire in April 2025.

In September 2024, the Company entered into an amendment to extend the lease term through October 2025.

The minimum rent payable by the Company pursuant to the lease amendment is approximately $ 0.4 million per month.

The lease amendment did not have a material impact on the Company’s condensed financial statements.

In July 2021, the Company entered into a lease agreement for the lease of approximately 19,320 square feet of office space in a different building in San Francisco, California (the Mission Bay Lease).

The lease commenced in December 2021 and was scheduled to expire in June 2024.

In March 2024, the Company entered into a second amendment (the Second Amendment) to the Mission Bay Lease, pursuant to which the lease term was extended through April 2025.

The minimum rent payable by the Company under the Second Amendment is approximately $ 0.1 million per month.

In September 2024, the Mission Bay Lease was further amended (the Third Amendment) to extend the lease term through October 2025, and the minimum rent payable by the Company under the Third Amendment is approximately $ 0.1 million per month.

The lease amendments did not have a material impact on the Company's condensed financial statements.

The Company previously leased office and laboratory facilities in San Francisco, California.

The related lease agreements expired in accordance with their terms on December 31, 2025.

The Company vacated the premises and has no further obligations under these agreements.

Accordingly, the ROU assets and corresponding lease liabilities associated with these facilities were fully amortized and settled as of February 28, 2026.

In March 2022, the Company entered into a lease agreement for the lease of approximately 46,434 square feet of office space in The Woodlands, Texas.

2 unchanged sentences

The Company has an option to renew for two additional terms of five years each, and the renewal terms have not been included in the lease term used to calculate the ROU asset and lease liability as it is not reasonably certain that the Company will exercise the option.

The lease commenced in September 2023 when the underlying assets became available for use and will expire in March 2035.

In February 2025, the Company entered into a lease agreement (the Brisbane Lease) with Janssen Research & Development, LLC (Janssen) and HCP LS Brisbane, LLC to sublease from Janssen approximately 159,959 square feet of office space located at 1600 Sierra Point Parkway, Brisbane, California for a research and development laboratory and office space.

The lease commenced in September 2023 when the underlying assets became available for use.

In February 2025, the Company entered into a lease agreement (the Brisbane Lease) for the lease of approximately 159,959 square feet of office space located at 1600 Sierra Point Parkway, Brisbane, California for a research and development laboratory and office space.

The lease commenced in March 2025 when the underlying assets became available for use and the Company recorded a $ 26.7 million ROU asset and lease liability on the condensed balance sheet.

A security deposit of $ 2.4 million was also recorded in other assets, non-current on the condensed balance sheet.

In addition, the sublandlord provided for a tenant improvement allowance of approximately $ 8.0 million, which is expected to be fully utilized.

In May 2025, the Company entered into an amendment to the Brisbane Lease to include an additional 35,929 square feet of office space located at 1400 Sierra Point Parkway, Brisbane, California.

The lease commenced in June 2025 when the underlying assets became available for use and the Company recorded a $ 5.8 million ROU asset and lease liability on the condensed balance sheet.

In addition, the lease provides for a tenant improvement allowance of approximately $ 8.0 million, which is expected to be fully utilized.

In May 2025, the Brisbane Lease was amended to include an additional 35,929 square feet of office space located at 1400 Sierra Point Parkway, Brisbane, California.

The lease for the additional space commenced in June 2025 when the underlying assets became available for use and the Company recorded a $ 5.8 million ROU asset and lease liability on the condensed balance sheet.

A security deposit of $ 0.5 million was also recorded in other assets, non-current on the condensed balance sheet.

2 unchanged sentences

The Company is required to pay base rent plus its proportionate share of operating expenses, as defined in the applicable lease agreement on all of its leases.

Variable lease payments related to operating expenses, including utilities, maintenance costs and real estate taxes, were $ 1.8 million and $ 5.0 million for the three and nine months ended August 31, 2025, respectively, and $ 1.8 million and $ 5.2 million for the three and nine months ended August 31, 2024, respectively.

Operating lease expenses, excluding variable lease payments, were $ 3.9 million and $ 9.8 million for the three and nine months ended August 31, 2025, respectively, and $ 2.2 million and $ 6.8 million for the three and nine months ended August 31, 2024, respectively.

Variable lease payments related to operating expenses including utilities, maintenance costs and real estate taxes were $ 0.9 million and $ 1.9 million for the three months ended February 28, 2026 and 2025, respectively.

Operating lease expenses, excluding variable lease payments, were $ 2.6 million and $ 2.2 million for the three months ended February 28, 2026 and 2025, respectively.

Short-term lease expense was not material for the periods presented.

Other information related to leases were as follows (in thousands):

Nine Months Ended August 31,

Three Months Ended February 28,

Cash paid for amounts included in the measurement of lease liabilities:

Cash flows from operating leases $ 775 $ 2,151

The Company’s Restated Certificate of Incorporation authorizes the Company to issue up to 500,000,000 shares of common stock, $ 0.001 par value per share, as of August 31, 2025 and November 30, 2024.

The Company’s Restated Certificate of Incorporation authorizes the Company to issue up to 500,000,000 shares of common stock, $ 0.001 par value per share, as of February 28, 2026, and November 30, 2025.

Holders of common stock are entitled to dividends when and if declared by the Company’s board of directors, subject to the prior rights of the holders of shares of preferred stock.

The holder of each share of common stock is entitled to one vote.

As of August 31, 2025, no dividends have been declared.

As of February 28, 2026, no dividends have been declared.

In July 2022, the Company issued the 2022 Pre-Funded Warrants to purchase an aggregate of 6,814,920 shares of the Company’s common stock at a price of $ 13.939 per pre-funded warrant.

As of August 31, 2025, a total of 6,097,560 of the 2022 Pre-Funded Warrants remained available for exercise.

As of February 28, 2026, a total of 6,097,560 of the 2022 Pre-Funded Warrants remained available for exercise.

In April 2024, the Company issued the 2024 Pre-Funded Warrants to purchase an aggregate of 1,500,100 shares of the Company’s common stock at a price of $ 14.999 per pre-funded warrant.

As of August 31, 2025, a total of 1,480,349 of the 2024 Pre-Funded Warrants remained available for exercise.

As of February 28, 2026, a total of 1,480,349 of the 2024 Pre-Funded Warrants remained available for exercise.

All pre-funded warrants were immediately exercisable at issuance, have an exercise price of $ 0.001 and may be exercised at any time after the date of issuance.

1 unchanged sentence

A holder of the pre-funded warrants may increase or decrease this percentage not in excess of 19.99 % by providing at least 61 days’ prior notice to the Company.

The pre-funded warrants were classified as a component of permanent equity in the Company’s condensed balance sheet as they are freestanding financial instruments that are immediately exercisable, do not embody an obligation for the Company to repurchase its own shares and permit the holders to receive a fixed number of shares of common stock upon exercise.

The pre-funded warrants were classified as a component of permanent equity on the Company’s condensed balance sheet as they are freestanding financial instruments that are immediately exercisable, do not embody an obligation for the Company to repurchase its own shares and permit the holders to receive a fixed number of shares of common stock upon exercise.

All of the shares underlying the pre-funded warrants have been included in the weighted-average number of shares of common stock used to calculate net loss per share, basic and diluted, attributable to common stockholders because the shares may be issued for little or no consideration, are fully vested and are exercisable after the original issuance date of the pre-funded warrants.

9 unchanged sentences

Equity Incentive Plans

The Company’s 2020 Equity Incentive Plan (the 2020 Plan) serves as the successor to the Company’s 2012 Equity Incentive Plan (together with the 2020 Plan, the Stock Plans) and provides for the granting of stock options, stock appreciation rights, restricted stock awards, restricted stock units (RSUs), performance awards and stock bonus awards to employees, directors, consultants, independent contractors and advisors of the Company.

As of August 31, 2025, the Company had 990,016 shares of common stock available for grant under the Stock Plans.

The Company’s 2020 Equity Incentive Plan (the 2020 Plan) serves as the successor to the Company’s 2012 Equity Incentive Plan (together with the 2020 Plan, the Stock Plans) and provides for the granting of stock options, stock appreciation rights, restricted stock units (RSUs), performance awards and stock bonus awards to employees, directors, consultants, independent contractors and advisors of the Company.

As of February 28, 2026, the Company had 2,146,445 shares of common stock available for grant under the Stock Plans.

Equity Inducement Plan

2 unchanged sentences

The Company has reserved 3,000,000 shares of common stock for issuance pursuant to non-qualified stock options and RSUs under the 2024 Inducement Plan.

As of August 31, 2025, the Company had 1,843,600 shares of common stock available for grant under the 2024 Inducement Plan.

As of February 28, 2026, the Company had 2,102,700 shares of common stock available for grant under the 2024 Inducement Plan.

Option activity under the Stock Plans and the 2024 Inducement Plan is set forth below:

4 unchanged sentences

Options forfeited ( 358,408 ) 20.47

Balances as of August 31, 2025 11,694,499 $ 15.70

Balances as of February 28, 2026 12,805,474 $ 15.83

RSU activity under the Stock Plans and 2024 Inducement Plan is set forth below:

4 unchanged sentences

RSUs forfeited ( 146,969 ) 17.37

Balances as of August 31, 2025 2,685,470 $ 14.15

Balances as of February 28, 2026 3,373,929 $ 15.13

Employee Stock Purchase Plan

Under the Company’s 2020 Employee Stock Purchase Plan (the ESPP), eligible employees are entitled to purchase shares of common stock with accumulated payroll deductions.

During the nine months ended August 31, 2025, the Company issued 192,445 shares of common stock pursuant to the ESPP at a weighted-average price of $ 11.59 per share.

During the three months ended February 28, 2026, the Company issued 183,992 shares of common stock pursuant to the ESPP at a weighted-average price of $ 8.67 per share.

Stock-Based Compensation

1 unchanged sentence

Three Months Ended,

August 31, Nine Months Ended

2025 2024 2025 2024

Research and development $ 5,347 $ 5,144

1 unchanged sentence

Total stock-based compensation $ 9,404 $ 8,722

As of August 31, 2025, the total compensation cost related to stock-based awards not yet recognized was $ 69.0 million, which is expected to be amortized on a straight-line basis over the weighted-average remaining vesting period of approximately 2.3 years.

As of February 28, 2026, the total compensation cost related to stock-based awards not yet recognized was $ 89.8 million, which is expected to be amortized on a straight-line basis over the weighted-average remaining vesting period of approximately 2.5 years.

Defined Contribution Plan

2 unchanged sentences

Employees may contribute a percentage of their annual compensation to the plan, subject to statutory limitations.

The Company has made contributions to the 401(k) Plan and recorded contribution expense of $ 0.1 million and $ 1.1 million during the three and nine months ended August 31, 2025, respectively, and $ 0.1 million and $ 0.8 million during the three and nine months ended August 31, 2024, respectively.

For the three and nine months ended August 31, 2025, the Company recorded an income tax provision of zero and $ 760,000 , respectively.

For the three and nine months ended August 31, 2024, the Company recorded an income tax provision of $ 82,000 and $ 262,000 , respectively.

The Company has made contributions to the 401(k) Plan and recorded contribution expense of $ 0.5 million for each of the three months ended February 28, 2026 and 2025.

The Company did not record any current income tax expense or provision for the three months ended February 28, 2026 and 2025.

Deferred income taxes reflect the net tax effects of loss and credit carryforwards and temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

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

The Company has generated losses since inception and has established a valuation allowance to offset deferred tax assets as of August 31, 2025 and 2024 due to the uncertainty of realizing future tax benefits from its net operating loss (NOL) carryforwards and other deferred tax assets.

The Company has generated losses since inception and has established a valuation allowance to offset deferred tax assets as of February 28, 2026 and 2025 due to the uncertainty of realizing future tax benefits from its net operating loss (NOL) carryforwards and other deferred tax assets.

The Company files income tax returns in the United States and in various states.

4 unchanged sentences

The Company entered into settlement procedures with the FTB in September 2025.

All of the Company’s tax years will remain open for examination by the federal and state authorities for three and four years, respectively, from the date of the utilization of any NOLs.

On July 4, 2025, the One Big Beautiful Bill Act (OBBBA) was enacted in the United States.

2 unchanged sentences

The Company will no longer be required to capitalize its domestic research and experimental costs under Section 174 of the Internal Revenue Code beginning with the tax year ending November 30, 2026.

The Company does not expect the enactment of OBBBA to have a material impact on its condensed financial statements.

The enactment of OBBBA did not have a material impact on the condensed financial statements.

Net Loss Per Share

1 unchanged sentence

Three Months Ended

August 31, Nine Months Ended

2025 2024 2025 2024

Net loss $ ( 87,174 ) $ ( 56,351 )

2 unchanged sentences

Net loss per share, basic and diluted $ ( 0.79 ) $ ( 0.67 )

The shares underlying the pre-funded warrants to purchase shares of the Company’s common stock have been included in the calculation of the weighted-average number of shares outstanding, basic and diluted, for the three and nine months ended August 31, 2025 and 2024.

The following potentially dilutive securities were excluded from the computation of the diluted net loss per share of common stock for the periods presented because their effect would have been anti-dilutive:

5 unchanged sentences

The Company’s Chief Financial Officer is a trustee for the multiple employer welfare association that facilitates the acquisition and administration of the Company’s healthcare plans.

Expenses related to the healthcare plan premiums were $ 1.8 million and $ 4.6 million for the three and nine months ended August 31, 2025, respectively, and $ 1.0 million and $ 3.2 million for the three and nine months ended August 31, 2024, respectively.

As of August 31, 2025 and November 30, 2024, the amount recorded in accounts payable and accrued expenses and other current liabilities in connection with this healthcare plan provider was not material.

Expenses related to the healthcare plan premiums were $ 1.5 million and $ 1.3 million for the three months ended February 28, 2026 and 2025, respectively.

As of February 28, 2026, and November 30, 2025, the amount recorded in accounts payable and accrued expenses and other current liabilities in connection with this healthcare plan provider was not material.

Segment Information

The Company operates and manages its business as a single reportable and operating segment.

The Company is in the business of discovery, development and commercialization of innovative targeted protein degradation medicines aimed at improving treatment options for patients with cancer and inflammatory diseases.

The Company’s CODM is the Chief Executive Officer, who reviews and evaluates net loss to monitor budget versus actual results and to analyze cash flows for purposes of allocating resources and assessing financial performance.

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

All of the Company's long-lived assets are located in the United States and all of the Company's revenue was derived from customers located in the United States.

The Company does not allocate internal costs by product candidate.

With respect to internal costs, several departments support multiple product candidate research and development programs, and therefore the costs cannot be allocated to a particular product candidate or development program.

In addition to the significant expense categories included within net loss presented in the Company's statements of operations, disaggregated research and development expenses are as follows (in thousands):

Three Months Ended

External clinical development expenses:

Bexobrutideg (NX-5948) $ 23,974 $ 15,720

Zelebrudomide (NX-2127) 1,906 1,106

NX-1607 1,188 1,960

Internal research and development expenses 57,069 50,877

Total research and development expenses $ 84,137 $ 69,663

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

What changed 10-Q

Item 1. Financial Statements