What changed in this filing

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Item 1. Financial Statements

2026-10-13 compared with 2026-07-09 · 212 added, 117 removed, 544 unchanged (38% of the section changed)

6 unchanged sentences

Cash and cash equivalents $ 720,242 $ 246,960

Marketable securities 375,844 345,981

Marketable securities, current 328,013 345,981

Accounts receivable 20,000 —

Prepaid expenses and other current assets 35,437 13,878

Total current assets 1,103,692 606,819

Marketable securities, non‑current 14,832 —

Operating lease right-of-use assets 48,631 50,517

9 unchanged sentences

Deferred revenue, current 8,610 17,580

Deferred collaboration funding, current 22,233 —

Total current liabilities 130,742 86,471

1 unchanged sentence

Deferred revenue, net of current portion 10,778 10,011

Deferred collaboration funding, net of current portion 23,376 —

Total liabilities 226,987 149,388

1 unchanged sentence

Stockholdersʼ equity:

Preferred stock, $ 0.001 par value— 10,000,000 shares authorized as of May 31, 2026 and November 30, 2025;

no shares issued and outstanding as of May 31, 2026 and November 30, 2025

Common stock, $ 0.001 par value— 500,000,000 shares authorized as of May 31, 2026 and November 30, 2025;

103,701,511 and 101,807,484 shares issued and outstanding as of May 31, 2026 and November 30, 2025, respectively

Preferred stock, $ 0.001 par value— 10,000,000 shares authorized as of August 31, 2026 and November 30, 2025;

no shares issued and outstanding as of August 31, 2026 and November 30, 2025

Common stock, $ 0.001 par value— 500,000,000 shares authorized as of August 31, 2026 and November 30, 2025;

109,200,394 and 101,807,484 shares issued and outstanding as of August 31, 2026 and November 30, 2025, respectively

Additional paid-in capital 1,598,540 1,541,766

8 unchanged sentences

Three Months Ended

May 31, Six Months Ended

August 31, Nine Months Ended

2026 2025 2026 2025

6 unchanged sentences

Total operating expenses 113,613 99,279 315,607 272,974

Loss from operations ( 94,204 ) ( 48,322 ) ( 186,699 ) ( 111,186 )

Income (loss) from operations 559,451 ( 91,385 ) 372,752 ( 202,571 )

Interest and other income, net 3,962 4,964 13,681 17,095

Loss before income taxes ( 89,806 ) ( 42,704 ) ( 176,980 ) ( 99,055 )

Provision for (benefit from) income taxes ( 271 ) 760 ( 271 ) 760

Net loss $ ( 89,535 ) $ ( 43,464 ) $ ( 176,709 ) $ ( 99,815 )

Net loss per share, basic and diluted $ ( 0.81 ) $ ( 0.52 ) $ ( 1.60 ) $ ( 1.19 )

Weighted-average number of shares outstanding, basic and diluted 111,084,423 83,882,477 110,583,610 83,723,403

Income (loss) before income taxes 563,413 ( 86,421 ) 386,433 ( 185,476 )

Provision for income taxes 13,606 — 13,335 760

Net income (loss) $ 549,807 $ ( 86,421 ) $ 373,098 $ ( 186,236 )

Net income (loss) per share, basic

$ 4.93 $ ( 1.03 ) $ 3.36 $ ( 2.22 )

Weighted-average number of shares outstanding, basic 111,563,067 84,159,336 110,912,478 83,869,469

Net income (loss) per share, diluted $ 4.73 $ ( 1.03 ) $ 3.26 $ ( 2.22 )

Weighted-average number of shares outstanding, diluted 116,152,771 84,159,336 114,367,848 83,869,469

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

NURIX THERAPEUTICS, INC.

CONDENSED STATEMENTS OF COMPREHENSIVE LOSS

CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(in thousands)

Three Months Ended

May 31, Six Months Ended

August 31, Nine Months Ended

2026 2025 2026 2025

Net loss $ ( 89,535 ) $ ( 43,464 ) $ ( 176,709 ) $ ( 99,815 )

Net income (loss) $ 549,807 $ ( 86,421 ) $ 373,098 $ ( 186,236 )

Other comprehensive loss, net of tax:

Unrealized loss on available-for-sale marketable securities ( 201 ) ( 246 ) ( 250 ) ( 170 )

Total comprehensive loss $ ( 89,736 ) $ ( 43,710 ) $ ( 176,959 ) $ ( 99,985 )

Unrealized gain (loss) on available-for-sale marketable securities ( 65 ) 139 ( 315 ) ( 31 )

Total comprehensive income (loss) $ 549,742 $ ( 86,282 ) $ 372,783 $ ( 186,267 )

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

23 unchanged sentences

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

Common stock Additional

21 unchanged sentences

Balance as of May 31, 2026 103,701,511 104 1,582,603 ( 145 ) ( 1,179,935 ) 402,627

Exercise of pre-funded warrants 4,708,290 5 ( 5 ) — — —

Exercise of stock options 363,266 — 4,020 — — 4,020

Vesting of restricted stock units 341,632 — — — — —

Issuance of common stock under employee stock purchase plan 85,695 — 1,139 — — 1,139

Stock-based compensation — — 10,783 — — 10,783

Unrealized loss on available-for-sale marketable securities — — — ( 65 ) — ( 65 )

Net income — — — — 549,807 549,807

Balance as of August 31, 2026 109,200,394 $ 109 $ 1,598,540 $ ( 210 ) $ ( 630,128 ) $ 968,311

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

2 unchanged sentences

(in thousands)

Six Months Ended May 31,

Nine Months Ended August 31,

Cash flows from operating activities

Net loss $ ( 176,709 ) $ ( 99,815 )

Adjustments to reconcile net loss to net cash used in operating activities:

Net income (loss) $ 373,098 $ ( 186,236 )

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

Depreciation and amortization 6,590 6,620

9 unchanged sentences

Operating lease liabilities ( 1,161 ) ( 4,311 )

Deferred collaboration funding 45,609 —

Accrued expenses and other current liabilities 9,297 6,268

Net cash used in operating activities ( 168,487 ) ( 124,248 )

Net cash provided by (used in) operating activities 447,144 ( 181,633 )

Cash flows from investing activities

2 unchanged sentences

Purchases of property and equipment ( 4,373 ) ( 8,871 )

Net cash provided by (used in) investing activities ( 30,829 ) 97,032

Net cash provided by investing activities 752 147,507

Cash flows from financing activities

3 unchanged sentences

Net cash provided by financing activities 25,200 2,634

Net decrease in cash, cash equivalents and restricted cash ( 179,275 ) ( 25,737 )

Net increase (decrease) in cash, cash equivalents and restricted cash 473,096 ( 31,492 )

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

3 unchanged sentences

Right-of-use assets recognized in exchange for lease obligations $ 2,765 $ 32,494

As of May 31,

As of August 31,

Reconciliation of cash, cash equivalents and restricted cash:

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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.

The Company’s partnered drug discovery pipeline consists of multiple programs under collaboration agreements with Gilead Sciences, Inc.

The Company’s partnered drug discovery pipeline includes multiple programs under collaboration agreements with Gilead Sciences, Inc.

(Gilead), Sanofi S.A.

(Sanofi) and Seagen Inc.

(now a part of Pfizer Inc.

(Pfizer)), within which the Company retains certain options for co-development, co-commercialization and profit sharing in the United States for multiple drug candidates.

(Sanofi), Seagen Inc.

(now part of Pfizer Inc.

(Pfizer)) and F.

Hoffmann-La Roche Ltd.

and Genentech, Inc.

(together, Roche).

Under its collaborations with Gilead, Sanofi and Seagen, the Company retains certain options for co-development, co-commercialization and profit sharing within and outside the United States for multiple drug candidates.

Under its collaboration with Roche, the Company will co-develop and co-commercialize bexobrutideg (NX-5948) in the United States, with global development costs shared 40 % by the Company and 60 % by Roche, subject to specified exceptions.

The Company will share profits and losses equally with Roche in the United States, and it will be eligible to receive royalties on sales outside the United States.

Equity Distribution Agreement

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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.

As of May 31, 2026, the Company had $ 300.0 million of common stock remaining available for sale under the Third Amended Equity Distribution Agreement.

As of August 31, 2026, the Company had $ 300.0 million of common stock remaining available for sale under the Third Amended Equity Distribution Agreement.

Registered Direct Offerings

14 unchanged sentences

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

As of May 31, 2026, the Company had cash, cash equivalents and marketable securities of $ 443.5 million and an accumulated deficit of $ 1.2 billion.

As of August 31, 2026, the Company had cash, cash equivalents and marketable securities of $ 1.1 billion and an accumulated deficit of $ 630.1 million.

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.

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, Pfizer and Roche or future collaboration agreements, if any.

There can be no assurance that, in the event the Company requires additional financing, such financing will be available at terms acceptable to the Company if at all.

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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 six months ended May 31, 2026 and 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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Recent Accounting Pronouncements Not Yet Adopted

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

In December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update (ASU) 2023-09—Income Taxes (Topic 740):

Improvements to Income Tax Disclosures (ASU 2023-09), which is intended to enhance the transparency and decision usefulness of income tax disclosures, primarily by amending disclosure requirements for the effective tax rate reconciliation and income taxes paid.

4 unchanged sentences

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

Disaggregation of Income Statement Expenses (ASU 2024-03), which is intended to enhance transparency into the nature and function of expenses, primarily through additional disclosures on certain cost and expenses.

ASU 2024-03 should be applied on a prospective basis, and retrospective application is permitted.

8 unchanged sentences

Significant Accounting Policies

There were no changes to the Company’s significant accounting policies during the six months ended May 31, 2026.

Other than as disclosed below, the Company’s significant accounting policies are disclosed in Note 2 to the audited financial statements included in the Company’s Annual Report on Form 10-K for the year ended November 30, 2025.

The following policy has been included as a result of the Company entering into the Roche Collaboration Agreement during the three months ended August 31, 2026.

Collaboration Cost-Sharing Arrangements

The Company’s collaboration arrangements may include provisions for the sharing of development costs with collaboration partners.

For collaboration arrangements that include cost-sharing activities within the scope of ASC 808, Collaborative Arrangements, the Company records eligible shared development costs incurred by the Company as research and development expense.

Amounts due from collaboration partners for their contractual share of eligible shared development costs are recognized as a reduction of research and development expense as the related costs are incurred.

Collaboration Agreements

In June 2019, the Company entered into a global strategic collaboration agreement with Gilead (as subsequently amended, the Gilead Agreement) to discover, develop and commercialize a pipeline of targeted protein degradation drugs for patients with cancer and other challenging diseases using the Company’s DEL-AI platform to identify novel agents that utilize E3 ligases to induce degradation of five specified drug targets.

In June 2019, the Company entered into a global strategic collaboration agreement (as subsequently amended, the Gilead Agreement) with Gilead Sciences, Inc.

(Gilead) to discover, develop and commercialize a pipeline of targeted protein degradation drugs for patients with cancer and other challenging diseases using the Company’s DEL-AI platform to identify novel agents that utilize E3 ligases to induce degradation of five specified drug targets.

In August 2019 and September 2022, the Company and Gilead entered into the First Amendment and the Second Amendment, respectively, to the Gilead Agreement to clarify certain language of the Gilead Agreement.

These amendments had no impact on revenue recognition.

In February and March 2024, as part of the existing collaboration agreement, Gilead elected to extend the five-year initial research term by two years for certain drug targets (Gilead Research Term Extension).

The Gilead Research Term Extension triggered a $ 15.0 million payment that the Company received in the second quarter of fiscal year 2024.

In February and March 2024, as part of the existing collaboration agreement, Gilead elected to extend the five-year initial research term by two years for certain drug targets (First Gilead Research Term Extension).

The First Gilead Research Term Extension triggered a $ 15.0 million payment that the Company received in the second quarter of fiscal year 2024.

In August 2026, the Company and Gilead entered into the Third Amendment to the Gilead Agreement to extend the research term for one collaboration target by an additional two years (Second Gilead Research Term Extension).

Pursuant to the Third Amendment, the Company expects to receive a one-time research term extension fee of $ 10.0 million for the Second Gilead Research Term Extension.

Under the Gilead Agreement, Gilead has the option to license drug candidates directed to up to five targets resulting from the collaboration and is responsible for the clinical development and commercialization of drug candidates resulting from the collaboration.

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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 May 31, 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 May 31, 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.

In addition, from the signing of the Gilead Agreement to August 31, 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 August 31, 2026, the Company is eligible to receive up to approximately $ 1.3 billion in total additional payments, including payments of up to $ 370.0 million upon the achievement of specified research and development milestones, up to $ 50.0 million in certain additional fees related to target licensing and reservation and up to $ 900.0 million 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.

6 unchanged sentences

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 May 31, 2026.

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, 2026.

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

4 unchanged sentences

The initial research term ended in the third quarter of fiscal year 2024.

The Gilead Research Term Extension, which has a term of two years and did not represent a material right at the inception of the Gilead Agreement because it does not contain a significant and incremental discount, is accounted for as a separate contract commencing in June 2024.

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 May 31, 2026, no milestones have been achieved related to the extended research term.

The First Gilead Research Term Extension, which commenced in June 2024 and had a term of two years , was accounted for as a separate contract.

The $ 15.0 million research term extension fee was recognized as collaboration revenue using the cost-based input method over the estimated extended research term of two years .

The First Gilead Research Term Extension ended in the third quarter of fiscal year 2026.

The Second Gilead Research Term Extension, which commenced in June 2026 and has a term of two years , is accounted for prospectively as a modification of the existing research arrangement.

The $ 10.0 million research term extension fee was added to the transaction price, and the Company updated its estimated costs to complete the related research services.

The Company continues to recognize collaboration revenue using the cost-based input method over the revised research term.

As of August 31, 2026, no milestones have been achieved related to the second 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.

2 unchanged sentences

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

For the three and six months ended May 31, 2026, the Company recognized collaboration revenue related to the Gilead Research Extension of $ 2.1 million and $ 3.6 million, respectively, all of which was included in deferred revenue as of the beginning of the period.

For the three and six months ended May 31, 2025, the Company recognized collaboration revenue related to the Gilead Research Extension of $ 1.6 million and $ 3.3 million, respectively, 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 May 31, 2026, deferred revenue related to the Gilead Agreement was $ 0.2 million, all of which was current.

For the three and nine months ended August 31, 2026, the Company recognized collaboration revenue related to the First Gilead Research Term Extension of $ 0.2 million and $ 3.8 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, 2025, the Company recognized collaboration revenue related to the First 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.

As of August 31, 2026, deferred revenue related to the Gilead Agreement was $ 10.0 million, of which $ 4.7 million was current.

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

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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 May 31, 2026, the Company has received payments of $ 22.0 million for research milestones and $ 30.0 million for license extension fees.

As of May 31, 2026, the Company is eligible to receive up to approximately $ 937.0 million in total additional payments, including payments of up to $ 187.0 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 August 31, 2026, the Company has received payments of $ 22.0 million for research milestones and $ 30.0 million for license extension fees.

As of August 31, 2026, the Company is eligible to receive up to approximately $ 937.0 million in total additional payments, including payments of up to $ 187.0 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.

6 unchanged sentences

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 May 31, 2026.

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, 2026.

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

8 unchanged sentences

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

For the three and six months ended May 31, 2026, the Company recognized $ 2.0 million of collaboration revenue related to the Sanofi Agreement.

For the three and six months ended May 31, 2025, the Company recognized collaboration revenue related to the Sanofi Agreement of $ 3.4 million and $ 16.1 million, respectively, of which $ 3.1 million 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.

There was no deferred revenue related to the Sanofi Agreement as of May 31, 2026, and November 30, 2025, and all performance obligations were satisfied.

For the three and nine months ended August 31, 2026, the Company recognized $ 10.0 million and $ 12.0 million, respectively, of collaboration revenue related to the Sanofi Agreement.

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.

There was no deferred revenue related to the Sanofi Agreement as of August 31, 2026, and November 30, 2025, and all performance obligations were satisfied.

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

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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 May 31, 2026, the Company has received payments of $ 15.0 million for research milestones.

As of May 31, 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.

In addition, from the signing of the Pfizer Agreement to August 31, 2026, the Company has received payments of $ 15.0 million for research milestones.

As of August 31, 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.

6 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 May 31, 2026.

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

For the three and six months ended May 31, 2026, the Company recognized collaboration revenue related to the Pfizer Agreement of $ 5.0 million and $ 9.7 million, respectively, all of which was included in deferred revenue as of the beginning of the period.

For the three and six months ended May 31, 2025, the Company recognized collaboration revenue related to the Pfizer Agreement of $ 4.0 million and $ 8.0 million, respectively, all of which was included in deferred revenue as of the beginning of the period.

As of May 31, 2026, deferred revenue related to the Pfizer Agreement was $ 19.1 million, of which $ 13.1 million was current.

For the three and nine months ended August 31, 2026, the Company recognized collaboration revenue related to the Pfizer Agreement of $ 9.7 million and $ 19.4 million, respectively, of which $ 4.1 million and $ 13.8 million, respectively, were included in deferred revenue as of the beginning of the period and $ 5.2 million and $ 4.2 million, respectively, were related to activities satisfied in previous periods.

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.

As of August 31, 2026, deferred revenue related to the Pfizer Agreement was $ 9.4 million, of which $ 3.9 million was current, and included $ 7.0 million in contract assets representing the unbilled amount related to the research milestone achieved in August 2026.

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.

In June 2026, the Company entered into a strategic collaboration with F.

Hoffmann-La Roche Ltd.

and Genentech, Inc.

(together, Roche), to develop, manufacture, commercialize and otherwise exploit bexobrutideg (NX-5948) (the Roche Collaboration Agreement).

The Roche Collaboration Agreement became effective in July 2026 upon clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

Under the Roche Collaboration Agreement, the Company granted Roche an exclusive, worldwide license, including with respect to the Company and its affiliates, to develop, manufacture, commercialize and otherwise exploit bexobrutideg and products containing bexobrutideg (the Development and Commercialization License).

The Development and Commercialization License is subject to limited licenses Roche granted to the Company to perform the Company’s development, manufacturing, commercialization and other activities under the Roche Collaboration Agreement.

The Company and Roche will co-develop and co-commercialize bexobrutideg in the United States across all indications, and Roche will commercialize bexobrutideg outside the United States.

In addition, the Company will perform certain other development and manufacturing activities allocated to it under the Roche Collaboration Agreement.

Global development costs will be shared 40 % by the Company and 60 % by Roche, subject to specified exceptions.

The parties will equally share net profits and net losses from commercialization in the United States.

Roche will have primary responsibility for certain regulatory, manufacturing and commercialization activities, subject to specified Company participation rights in the United States.

Under the terms of the Roche Collaboration Agreement, the Company received an upfront payment of $ 700.0 million.

As of August 31, 2026, the Company is eligible to receive up to approximately $ 1.6 billion in total additional payments, including payments of up to $ 290.0 million upon the achievement of specified development milestones, up to $ 280.0 million upon the achievement of specified regulatory milestones, up to $ 300.0 million upon the achievement of specified launch milestones outside of the United States and up to $ 710.0 million upon the achievement of certain sales milestones outside of the United States.

The Company is eligible to receive tiered royalties at rates ranging from the low teens to the high teens on product sales outside of the United States.

Subject to earlier termination in accordance with its terms, the Roche Collaboration Agreement expires (a) in the United States, on a product-by-product basis, upon the expiration of the applicable profit/loss share term for the applicable product, and (b) outside of the United States, on a product-by-product and country-by-country basis, upon the expiration of the royalty term for the applicable product in the applicable country.

The agreement expires in its entirety upon the expiration of the last royalty term and the last profit/loss share term.

Upon expiration of the applicable term for a product in a country, Roche’s license for that product in that country will remain exclusive and become fully paid-up, irrevocable, perpetual and royalty-free.

The Company determined that the Roche Collaboration Agreement is within the scope of ASC 808 because both parties are active participants in the development and commercialization of bexobrutideg and are exposed to significant risks and rewards that are dependent on its commercial success.

Under ASC 808, elements of a collaborative arrangement for which the counterparty is a customer for a distinct unit of account are accounted for under ASC 606, Revenue from Contracts with Customers.

The Company determined that Roche is a customer with respect to the Development and Commercialization License, which the Company accounts for as license revenue.

The Company identified the following promises in the Roche Collaboration Agreement:

(1) the Development and Commercialization License, (2) the development services, (3) the participation in various joint committees, (4) the obligation to share information during the collaboration term and (5) the obligation to provide clinical supply.

The Company determined that the Development and Commercialization License is capable of being distinct from the other promises in the Roche Collaboration Agreement because Roche can benefit from the license on its own or together with readily available resources.

The Company further determined that the license is distinct because the Company’s other promises do not significantly modify or customize the licensed intellectual property and are not highly interdependent or highly interrelated with the license.

Accordingly, the Company concluded that the Development and Commercialization License represents a distinct performance obligation.

The Company also determined that, at the inception of the Roche Collaboration Agreement, the potential future commercialization activities, Roche’s option to obtain an exclusive license for an additional Bruton’s tyrosine kinase (BTK) degrader and the parties’ opt-in rights with respect to additional indication trials do not represent material rights and are not considered performance obligations because they do not contain a significant and incremental discount.

The Company determined that the development services, the participation in the joint committees and the obligation to share information are not capable of being distinct from each other due to the specialized nature of the development services to be provided by the Company, and, accordingly, these identified promises were combined as one unit of account.

The Company determined that the obligation to provide clinical supply represents a separate unit of account because clinical supply can be separately identified from the development services and other promises.

The Company determined that the Development and Commercialization License provides Roche with a right to use the Company’s functional intellectual property as it exists at the inception of the Roche Collaboration Agreement.

The Company concluded that control of the Development and Commercialization License transferred to Roche at a point in time upon the effectiveness of the Roche Collaboration Agreement.

The Company also determined that the remaining activities to be performed by the Company under the Roche Collaboration Agreement do not affect the utility of the licensed intellectual property as it existed when the Development and Commercialization License was transferred to Roche.

In order to determine the transaction price related to the Development and Commercialization License and combined development services performance obligation, the Company evaluated all payments to be received under the Roche Collaboration Agreement.

Development, regulatory, launch and sales milestone payments, as well as royalties based on sales of products outside of the United States, are considered variable consideration, which were not included in the transaction price based on the most likely amount method as of August 31, 2026.

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

The Company will recognize sales-based royalties when the related sales occur.

The Company determined that the transaction price at the inception of the Roche Collaboration Agreement consisted of the $ 700.0 million upfront payment.

The Company allocated $ 653.2 million of the upfront payment to the Development and Commercialization License, which was recognized as license revenue for the three and nine months ended August 31, 2026.

The remaining $ 46.8 million was allocated to the combined development services performance obligation.

For the three and nine months ended August 31, 2026, the Company recognized $ 1.2 million of the consideration allocated to the combined development services performance obligation as a reduction of research and development expense.

As of August 31, 2026, deferred collaboration funding related to the combined development services performance obligation was $ 45.6 million, of which $ 22.2 million was current.

For the three and nine months ended August 31, 2026, the Company recognized a $ 3.3 million cost-sharing allocation as an offset to research and development expenses on the condensed statements of operations related to the Roche Collaboration Agreement.

As of August 31, 2026, the Company recorded a net receivable from Roche of $ 3.3 million in prepaid expenses and other current assets on the condensed balance sheet.

Condensed Balance Sheet Components

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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 May 31, 2026, and November 30, 2025 (in thousands):

May 31, 2026 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 August 31, 2026, and November 30, 2025 (in thousands):

August 31, 2026 Level Amortized

cost Unrealized

3 unchanged sentences

treasury securities Level 1 272,836 3 ( 160 ) 272,679

Corporate debt securities Level 2 41,599 — ( 25 ) 41,574

Corporate commercial paper Level 2 9,767 — ( 4 ) 9,763

government agency securities Level 2 4,000 — ( 3 ) 3,997

Long-term marketable securities:

Corporate debt securities Level 2 14,853 — ( 21 ) 14,832

Total $ 782,484 $ 3 $ ( 213 ) $ 782,274

Included in cash and cash equivalents $ 439,429 $ — $ — $ 439,429

Included in marketable securities $ 375,989 $ 5 $ ( 150 ) $ 375,844

Included in marketable securities, current $ 328,202 $ 3 $ ( 192 ) $ 328,013

Included in marketable securities, non-current $ 14,853 $ — $ ( 21 ) $ 14,832

November 30, 2025 Level Amortized

7 unchanged sentences

Included in marketable securities $ 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 May 31, 2026, and November 30, 2025, 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 August 31, 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

May 31, 2026 Fair Value Gross Unrealized Loss Fair Value Gross Unrealized Loss Fair Value Gross Unrealized Loss

August 31, 2026 Fair Value Gross Unrealized Loss Fair Value Gross Unrealized Loss Fair Value Gross Unrealized Loss

treasury securities $ 255,805 $ ( 160 ) $ — $ — $ 255,805 $ ( 160 )

Corporate debt securities 56,406 ( 46 ) — — 56,406 ( 46 )

Corporate commercial paper 9,763 ( 4 ) — — 9,763 ( 4 )

government agency securities 3,997 ( 3 ) — — 3,997 ( 3 )

Total $ 325,971 $ ( 213 ) $ — $ — $ 325,971 $ ( 213 )

3 unchanged sentences

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

The accrued interest receivable related to the Company’s marketable securities was $ 1.9 million and $ 1.5 million as of May 31, 2026, and November 30, 2025, respectively, and was included in prepaid expenses and other current assets on the condensed balance sheet.

As of August 31, 2026, all of the Company’s available-for-sale marketable securities had remaining contractual maturities of two years or less.

The accrued interest receivable related to the Company’s marketable securities was $ 2.8 million and $ 1.5 million as of August 31, 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 U.S.

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

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

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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 six months ended May 31, 2026 and 2025.

As of May 31, 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 May 31, 2026, and November 30, 2025, no allowance for credit losses for the Company’s marketable securities was recorded.

During the three and six months ended May 31, 2026 and 2025, 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 and nine months ended August 31, 2026 and 2025.

As of August 31, 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 at maturity.

As of August 31, 2026, and November 30, 2025, no allowance for credit losses for the Company’s marketable securities was recorded.

During the three and nine months ended August 31, 2026 and 2025, the Company did not recognize any impairment losses related to marketable securities.

Commitments and Contingencies

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

As of May 31, 2026, the Company was not a party to any material legal proceedings.

As of August 31, 2026, the Company was not a party to any material legal proceedings.

Indemnifications

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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.

In August 2023, the lease agreement was amended to increase the square footage of the leased premise to 50,094 square feet.

In August 2023, the lease agreement was amended to increase the square footage of the leased premises to 50,094 square feet.

The amendment had no impact on the accounting for the lease.

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A security deposit of $ 2.4 million was also recorded in other assets 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 addition, the lease provides for a tenant improvement allowance of approximately $ 8.0 million, which has been fully utilized.

As of August 31, 2026, the Company recorded a receivable of $ 8.0 million for the allowance in prepaid expenses and other current assets on the condensed balance sheet, which was received in September 2026.

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.

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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 $ 0.6 million and $ 1.6 million for the three and six months ended May 31, 2026, respectively, and $ 1.3 million and $ 3.2 million for the three and six months ended May 31, 2025, respectively.

Operating lease expenses, excluding variable lease payments, were $ 2.6 million and $ 5.2 million for the three and six months ended May 31, 2026, respectively, and $ 3.7 million and $ 5.9 million for the three and six months ended May 31, 2025, respectively.

Variable lease payments related to operating expenses including utilities, maintenance costs and real estate taxes were $ 0.8 million and $ 2.3 million for the three and nine months ended August 31, 2026, respectively, and $ 1.8 million and $ 5.0 million for the three and nine months ended August 31, 2025, respectively.

Operating lease expenses, excluding variable lease payments, were $ 2.6 million and $ 7.7 million for the three and nine months ended August 31, 2026, respectively, and $ 3.9 million and $ 9.8 million for the three and nine months ended August 31, 2025, respectively.

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

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

Six Months Ended May 31,

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

Nine Months Ended August 31,

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

Cash flows from operating leases $ 4,253 $ 6,534

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 May 31, 2026, and November 30, 2025.

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, 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 May 31, 2026, no dividends have been declared.

As of August 31, 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 May 31, 2026, a total of 6,097,560 of the 2022 Pre-Funded Warrants remained available for exercise.

In August 2026, 3,228,120 of the 2022 Pre-Funded Warrants were exercised on a cashless basis.

As of August 31, 2026, a total of 2,869,440 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 May 31, 2026, a total of 1,480,349 of the 2024 Pre-Funded Warrants remained available for exercise.

In August 2026, all remaining 1,480,349 of the 2024 Pre-Funded Warrants were exercised on a cashless basis.

As of August 31, 2026, none 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.

2 unchanged sentences

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.

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 income (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.

Common stock reserved for future issuance, on an as-if converted basis, consists of the following:

9 unchanged sentences

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 May 31, 2026, the Company had 1,844,051 shares of common stock available for grant under the Stock Plans.

As of August 31, 2026, the Company had 1,595,192 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 May 31, 2026, the Company had 2,128,756 shares of common stock available for grant under the 2024 Inducement Plan.

As of August 31, 2026, the Company had 2,141,490 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 ( 566,772 ) 18.97

Balances as of May 31, 2026 13,084,139 $ 15.84

Balances as of August 31, 2026 12,919,811 $ 16.12

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

4 unchanged sentences

RSUs forfeited ( 393,068 ) 16.30

Balances as of May 31, 2026 3,069,904 $ 15.40

Balances as of August 31, 2026 2,765,459 $ 16.01

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 six months ended May 31, 2026, the Company issued 183,992 shares of common stock pursuant to the ESPP at a weighted-average price of $ 8.67 per share.

During the nine months ended August 31, 2026, the Company issued 269,687 shares of common stock pursuant to the ESPP at a weighted-average price of $ 10.14 per share.

Stock-Based Compensation

1 unchanged sentence

Three Months Ended,

May 31, Six Months Ended

August 31, Nine Months Ended

2026 2025 2026 2025

2 unchanged sentences

Total stock-based compensation $ 10,777 $ 9,772 $ 31,569 $ 28,879

As of May 31, 2026, the total compensation cost related to stock-based awards not yet recognized was $ 81.9 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 August 31, 2026, the total compensation cost related to stock-based awards not yet recognized was $ 77.4 million, which is expected to be amortized on a straight-line basis over the weighted-average remaining vesting period of approximately 2.3 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 $ 0.4 million and $ 1.0 million during the three and six months ended May 31, 2026, respectively, and $ 0.5 million and $ 1.0 million during the three and six months ended May 31, 2025, respectively.

The Company recorded an income tax benefit of $ 271,000 for the three and six months ended May 31, 2026, and an income tax provision of $ 760,000 for the three and six months ended May 31, 2025.

The Company has made contributions to the 401(k) Plan and recorded contribution expense of $ 0.1 million and $ 1.0 million during the three and nine months ended August 31, 2026, respectively, and $ 0.1 million and $ 1.1 million during the three and nine months ended August 31, 2025, respectively.

For the three and nine months ended August 31, 2026, the Company recorded an income tax provision of $ 13.6 million and $ 13.3 million, respectively.

For the three and nine months ended August 31, 2025, the Company recorded an income tax provision of zero and $ 0.8 million, respectively.

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 May 31, 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 has historically generated losses and has established a valuation allowance against its deferred tax assets as of August 31, 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 income tax provision for the three and nine months ended August 31, 2026, was primarily attributable to estimated California income tax on the $ 700.0 million upfront payment received under the Roche Collaboration Agreement.

California has suspended the use of NOL carryforward deductions and as a result, the Company expects to incur California income tax for the year ended November 30, 2026.

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

10 unchanged sentences

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

Net Loss Per Share

The following table sets forth the computation of the Company’s basic and diluted net loss per share attributable to common stockholders, which excludes shares which are legally outstanding but subject to repurchase by the Company (in thousands, except share and per share data):

Net Income (Loss) Per Share

The following table sets forth the computation of the Company’s basic and diluted net income (loss) per share attributable to common stockholders, which excludes shares which are legally outstanding but subject to repurchase by the Company (in thousands, except share and per share data):

Three Months Ended

May 31, Six Months Ended

August 31, Nine Months Ended

2026 2025 2026 2025

Net loss $ ( 89,535 ) $ ( 43,464 ) $ ( 176,709 ) $ ( 99,815 )

Weighted-average number of shares outstanding, basic and diluted (1)

Net income (loss) $ 549,807 $ ( 86,421 ) $ 373,098 $ ( 186,236 )

Denominator (1) :

Weighted-average number of shares outstanding, basic 111,563,067 84,159,336 110,912,478 83,869,469

Weighted-average dilutive effect of stock-based options and awards 4,589,704 — 3,455,370 —

Weighted-average number of shares outstanding, diluted 116,152,771 84,159,336 114,367,848 83,869,469

Net income (loss) per share, basic $ 4.93 $ ( 1.03 ) $ 3.36 $ ( 2.22 )

Net income (loss) per share, diluted $ 4.73 $ ( 1.03 ) $ 3.26 $ ( 2.22 )

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, 2026 and 2025.

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

The anti-dilutive shares were calculated as the unweighted outstanding shares as of the reporting period end date that are anti-dilutive using the treasury stock method:

Three Months Ended

August 31, Nine Months Ended

2026 2025 2026 2025

Net loss per share, basic and diluted $ ( 0.81 ) $ ( 0.52 ) $ ( 1.60 ) $ ( 1.19 )

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:

Options to purchase common stock issued and outstanding 5,500,364 9,571,609 5,500,364 11,694,499

4 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 $ 1.5 million and $ 3.1 million for the three and six months ended May 31, 2026, respectively, and $ 1.5 million and $ 2.8 million for the three and six months ended May 31, 2025, respectively.

As of May 31, 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.

Expenses related to the healthcare plan premiums were $ 1.5 million and $ 4.6 million for the three and nine months ended August 31, 2026, respectively, and $ 1.8 million and $ 4.6 million for the three and nine months ended August 31, 2025, respectively.

As of August 31, 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

1 unchanged sentence

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 Company’s CODM is the Chief Executive Officer, who reviews and evaluates net income (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.

2 unchanged sentences

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):

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

Three Months Ended

May 31, Six Months Ended

August 31, Nine Months Ended

2026 2025 2026 2025

5 unchanged sentences

Total research and development expenses $ 79,260 $ 86,120 $ 251,049 $ 233,879

Subsequent Event

On June 6, 2026, the Company entered into a global collaboration agreement with F.

Hoffmann-La Roche Ltd.

and Genentech, Inc.

(together, Roche), to develop, manufacture, commercialize and otherwise exploit bexobrutideg (NX-5948) (the Roche Collaboration Agreement).

Under the terms of the Roche Collaboration Agreement, the Company will receive an upfront cash payment of $ 700 million and is eligible to receive development, regulatory and sales milestone payments for potential total payments of up to $ 2.3 billion, including the upfront payment.

Global development costs will be shared 40 % by the Company and 60 % by Roche, subject to specified exceptions.

The parties will equally split the profits and losses from U.S.

commercialization.

The Company and Roche will co-commercialize bexobrutideg in the United States across all indications.

Outside of the United States, Roche will be responsible for commercialization, and the Company is eligible to receive tiered royalties at rates ranging from the low teens to the high teens on ex-U.S.

The Roche Collaboration Agreement will become effective upon the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the expiration, termination or resolution of all other required waiting periods, clearance decisions or outstanding inquiries under antitrust laws.

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