What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-02-26 compared with 2025-02-27 · 328 added, 328 removed, 969 unchanged (40% of the section changed)

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Evaluation of Disclosure Controls and Procedures

The Company has established disclosure controls and procedures designed to ensure that information required to be disclosed in the reports that the Company files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to management, including the principal executive officer (our Chief Executive Officer) and principal financial officer (our Chief Financial Officer), to allow timely decisions regarding required disclosure.

We have established disclosure controls and procedures designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to management, including the principal executive officer (our Chief Executive Officer) and principal financial officer (our Chief Financial Officer), to allow timely decisions regarding required disclosure.

Our management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Annual Report on Form 10-K.

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Our management is responsible for establishing and maintaining adequate internal control over financial reporting.

company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, the company’s principal executive and principal financial officers and effected by the company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

• Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company;

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Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk

that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

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Other Information

Rule 10b5-1 Trading Plans

The following table describes for the three months ended December 31, 2024 each trading arrangement under which the Company’s directors or officers adopted, materially modified, or terminated any contract, instruction, or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any non-Rule 10b5-1 trading arrangement.

Action Taken (Date of Action)

Type of Trading Arrangement

Nature of Trading Arrangement

Duration of Trading Arrangement

Aggregate Number of Securities

Basta (EVP, General Counsel)

Terminated ( October 31, 2024 )

Rule 10b5-1 trading arrangement

Until the earlier of (a) November 11, 2024 ;

(b) the first date on which all trades have been executed or all trading orders related to such trades have expired;

and (c) the date on which the plan holder gives notice to terminate the plan.

b) During the three months ended December 31, 2025, none of our directors or executive officers adopted , terminated or modified the amount, pricing or timing provisions in any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

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Form 10-K Summary

The Company has elected not to include summary information.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

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The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Equity-Method Investment — Accounting for the Loss of Significant Influence – Refer to Note 10 to the financial statements .

Operating lease right-of-use assets and operating lease liabilities — Accounting for simultaneously executed lease transactions – Refer to Note 11 to the financial statements .

Critical Audit Matter Description

The Company historically accounted for its investment in AvenCell Therapeutics, Inc.

(“AvenCell”) (the “AvenCell investment”) under the equity method of accounting in accordance with ASC 323, Investments – Equity Method and Joint Ventures (“ASC 323”).

During the year ended December 31, 2024, the Company determined that they lost the ability to exercise significant influence over AvenCell.

This resulted in management having to determine the accounting for the AvenCell investment as part of the transition from ASC 323 to ASC 321 , Investments — Equity Securities (“ASC 321”) .

We identified the accounting for the transition of the AvenCell investment from ASC 323 to ASC 321 as a critical audit matter.

Auditing the Company’s application of the guidance required significant auditor judgment, including the need to involve an internal subject matter expert, due to the complex nature of evaluating the treatment of previously eliminated intra-entity profit and previously recognized accumulated other comprehensive loss associated with the AvenCell investment, under the guidance in ASC 323.

During the year ended December 31, 2025, the Company entered into an amendment to an existing lease agreement, while simultaneously entering into a separate lease agreement with the same landlord for new office and laboratory space.

This resulted in management having to determine the accounting for the multiple lease agreements, including assessment of whether there is one combined contract with separate lease components under ASC 842 , Leases (“ASC 842”) .

We identified the accounting for the lease transactions as a critical audit matter.

Auditing the Company’s application of the accounting guidance required an increased extent of effort, including the need to involve an internal subject matter expert, due to the complex nature of evaluating the treatment of the two leases as one combined contract under the guidance in ASC 842.

How the Critical Audit Matter Was Addressed in the Audit

Our principal audit procedures related to the Company’s accounting for the AvenCell investment upon the transition from ASC 323 to ASC 321 included the following:

• We tested the effectiveness of controls over the Company’s processes for assessing the accounting treatment of the AvenCell investment upon the transition from ASC 323 to ASC 321.

• With the assistance of professionals in our firm having expertise in equity-method accounting, we evaluated the Company’s application of relevant accounting guidance regarding the treatment of previously eliminated intra-entity profit and accumulated other comprehensive loss associated with the AvenCell investment upon the transition from ASC 323 to ASC 321.

• We obtained and read the Company’s accounting position paper assessing the accounting treatment of the AvenCell investment upon the transition from ASC 323 to ASC 321.

• We tested the mathematical accuracy of management’s calculations of the accounting associated with the AvenCell investment upon the transition from ASC 323 to ASC 321.

Our audit procedures related to the Company’s accounting for the lease transactions under ASC 842 included the following, among others:

• We tested the effectiveness of controls over the Company’s processes for assessing the accounting treatment of the lease transactions.

• We obtained and read the Company’s accounting position paper assessing the accounting treatment of the lease transactions under ASC 842.

• With the assistance of professionals in our firm having expertise in lease accounting, we evaluated the Company’s application of relevant accounting guidance regarding the treatment of the lease transactions as a combined contract under ASC 842.

• We tested the mathematical accuracy of management’s calculations of the accounting associated with the lease transactions under ASC 842.

/s/ Deloitte & Touche LLP

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Operating lease right-of-use assets

Equity method investment

Investments and other assets

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Additional paid-in capital

Accumulated other comprehensive income (loss)

Accumulated other comprehensive income

Accumulated deficit

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Operating loss

Other income (expense), net:

Other income, net:

Interest income

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Change in fair value of contingent consideration

Total other income (expense), net

Total other income, net

Net loss per share, basic and diluted

Weighted average shares outstanding, basic and diluted

Other comprehensive loss:

Unrealized gain (loss) on marketable securities

Other comprehensive gain (loss) from equity method

Other comprehensive income (loss):

Unrealized gain on marketable securities

Other comprehensive gain from equity method

Comprehensive loss

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(Amounts in thousands, except share data)

Accumulated Other

Comprehensive

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Balance at December 31, 2022

Issuance of common stock through follow-on offerings,

net of issuance costs of $ 253

Issuance of common stock through at-the-market offerings, net

of issuance costs of $ 164 - 2019 Sale Agreement

Issuance of common stock through at-the-market offerings, net

of issuance costs of $ 125 - 2022 Sale Agreement

of issuance costs of $ 376

Contingent consideration paid to Rewrite Holders

Exercise of stock options

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Stock-based compensation

Other comprehensive income (loss) - unrealized loss on

Other comprehensive income (loss) - unrealized gain on

marketable securities

Other comprehensive income (loss) - unrealized loss on equity

Other comprehensive income (loss) - unrealized gain on equity

method investment

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Issuance of common stock through at-the-market offerings, net

of issuance costs of $ 376 - 2022 Sale Agreement

Contingent consideration paid to Rewrite Holders

of issuance costs of $ 254

Exercise of stock options

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marketable securities

Other comprehensive income (loss) - unrealized gain on equity

Reclassification of other comprehensive income (loss) - equity

method investment

1 unchanged sentence

Issuance of common stock through at-the-market offerings, net

of issuance costs of $ 254 - 2022 Sale Agreement

of issuance costs of $ 0

Exercise of stock options

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marketable securities

Reclassification of other comprehensive income (loss) - equity

method investment

Balance at December 31, 2025

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Depreciation and amortization

(Gain) loss on disposal of property and equipment

Loss (gain) on disposal of property and equipment

Accelerated amortization/impairment of right-of-use assets

Stock-based compensation

(Accretion) amortization of investment discounts and premiums

(Recognition) deferral of equity method investment intra-entity profit on sales

Accretion of investment discounts and premiums

Change in fair value of investments, net

(Recognition) deferral of equity method investment intra-entity profit on sales

Loss from equity method investment

Change in fair value of contingent consideration

In-process research and development expense

Changes in operating assets and liabilities:

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Sales and maturities of marketable securities

Proceeds from sale of property and equipment

Acquired in-process research and development, net of cash acquired of $ 287

Net cash provided by (used in) investing activities

CASH FLOWS FROM FINANCING ACTIVITIES:

Net proceeds from issuance of common stock through follow-on

offerings, net of issuance costs

Net proceeds from issuance of common stock through at-the-market

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Net cash provided by financing activities

Net (decrease) increase in cash, cash equivalents and restricted cash

Net decrease in cash, cash equivalents and restricted cash

Cash, cash equivalents and restricted cash equivalents, beginning of period

Cash, cash equivalents and restricted cash equivalents, end of period

Reconciliation of cash, cash equivalents and restricted cash equivalents to

consolidated balance sheet:

Reconciliation of cash, cash equivalents and restricted cash equivalents

to consolidated balance sheet:

Cash and cash equivalents

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Purchases of property and equipment unpaid at period end

Reduction of right-of-use assets from remeasurement of lease liabilities

Operating lease liability arising from obtaining right-of-use assets

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Shares issued for Rewrite contingent consideration

Contingent consideration liability assumed in asset acquisition

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

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Intellia Therapeutics, Inc.

(“Intellia” or the “Company”) is a leading clinical-stage gene editing company focused on revolutionizing medicine with CRISPR-based therapies.

CRISPR is a gene editing technology which is also sometimes referred to as CRISPR/Cas or CRISPR/Cas9 when referring to the use of CRISPR technology with the Cas9 enzyme.

Since its inception, Intellia has focused on leveraging gene editing technology to develop novel, first-in-class medicines that address important unmet medical needs and advance the treatment paradigm for patients.

Intellia’s deep scientific, technical and clinical development experience, along with its people, is helping set the standard for a new class of medicine.

To harness the full potential of gene editing, Intellia continues to expand the capabilities of its CRISPR-based platform with novel editing and delivery technologies.

To fully realize the transformative potential of CRISPR-based technologies, the Company is building a full-spectrum gene editing company, by leveraging its modular platform, to advance in vivo and ex vivo therapies for diseases with high unmet need by pursuing two primary approaches.

For in vivo applications to address genetic diseases, the Company deploys CRISPR as the therapy.

The Company’s in vivo programs use CRISPR to enable precise editing of disease-causing genes directly inside the human body.

In addition, the Company is advancing ex vivo applications to address immuno-oncology and autoimmune diseases, where it uses CRISPR as the tool to create the engineered cell therapy.

For its ex vivo programs, CRISPR is used to engineer human cells outside the body.

The Company’s deep scientific, technical and clinical development experience, along with its robust intellectual property (“IP”) portfolio, have enabled it to unlock broad therapeutic applications of CRISPR and related technologies to create new classes of genetic medicine.

(“Intellia,” or the “Company”) is a leading biopharmaceutical company focused on revolutionizing medicine leveraging CRISPR gene editing and other core technologies.

The Company’s mission is to transform the lives of people with severe diseases by developing and commercializing potentially curative treatments.

With deep scientific, technical and clinical development experience, Intellia aims to reset the standard for medicine by durably treating the root causes of disease.

For over a decade, Intellia has applied its proprietary technologies and expertise, including CRISPR-based gene editing technologies, oligonucleotides, and lipid nanoparticles (“LNPs”), to develop novel, first-in-class product candidates.

This includes the development of lonvoguran ziclumeran (“lonvo-z,” also referred to as NTLA-2002) for the treatment of hereditary angioedema (“HAE”) and nexiguran ziclumeran (“nex-z,” also referred to as NTLA-2001) for the treatment of transthyretin (“ATTR”) amyloidosis.

These lead product candidates are the first in vivo genome editing product candidates into Phase 3 development.

These systemically administered CRISPR-based candidates are designed to address diseases with high unmet need with a single intravenous (“IV”) infusion that is administered in an outpatient setting.

Lonvo-z and nex-z are currently in Phase 3 development, and the Company is preparing for the planned commercial launch of lonvo-z in the first half of 2027.

The Company was founded and commenced operations in 2014.

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GAAP”) requires management to make estimates, judgments and assumptions that affect the amounts reported in the financial statements and accompanying notes.

Significant estimates in these consolidated financial statements have been made in connection with the calculation of revenues, research and development expenses, valuation and determination of impairment of equity and fair value method investments, contingent consideration and stock-based compensation expense.

The Company bases its estimates on historical experience and various other assumptions that management believes to be reasonable under the circumstances at the time such estimates are made.

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Investments in non-marketable securities are accounted for using the measurement alternative at cost minus impairment, adjusted for changes in observable prices.

Refer to Note 4 for further information regarding the Company’s fair value measurements.

Refer to Note 4, “Fair Value Measurements” for further information regarding the Company’s fair value measurements.

Other financial instruments, including accounts receivable, accounts payable and accrued expenses, are carried at cost, which approximate fair value due to the short duration and term to maturity.

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The Company has restricted cash equivalents made up of money market funds held in collateral accounts that are restricted to secure letters of credit in accordance with certain of its leases.

As of December 31, 2024 and 2023, these restricted cash equivalents amounted to $ 13.6 million .

As of December 31, 2025 and 2024, these restricted cash equivalents amounted to $ 12.1 million and $ 13.6 million, respectively.

The letters of credit are required to be maintained throughout the term of the leases;

in some cases, the Company is able to reduce the amounts held over time.

These restricted cash equivalents are long-term in nature and are included in “Investments and other assets” in the Company’s consolidated balance sheets.

These restricted cash equivalents are long-term in nat ure and are included in “Investments and other assets” in the Company’s consolidated balance sheets.

Marketable Securities

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Factors considered in determining whether a loss is other-than-temporary include the length of time and extent to which fair value has been less than the cost basis, the financial condition and near-term prospects of the investee, and the Company’s intent and ability to hold the investment for a period of time sufficient to allow for any anticipated recovery in market value.

Refer to Note 3 for further information regarding the Company’s marketable securities.

Refer to Note 3, “Marketable Securities”, for further information regarding the Company’s marketable securities.

Investments in Equity Securities

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These investments are included in “Investments and other assets” in the Company’s consolidated balance sheets.

Refer to Note 10 for further information regarding the Company’s investments in equity securities.

Asset Acquisitions

At the time of acquisition, the Company determines if a transaction should be accounted for as a business combination or acquisition of assets.

The Company measures and recognizes asset acquisitions that are not deemed to be business combinations based on the cost to acquire the assets, which includes transaction costs, and the consideration is allocated to the items acquired based on a relative fair value methodology.

Goodwill is not recognized in asset acquisitions.

In an asset acquisition, the cost allocated to acquire in-process research and development with no alternative future use is charged to research and development expense at the acquisition date.

Refer to Note 10, “Investments and Other Assets”, for further information regarding the Company’s investments in equity securities.

Concentrations of Credit Risk

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The Company generally maintains balances in various accounts in excess of federally insured limits with financial institutions that management believes to be of high credit quality.

The Company has established guidelines relative to credit ratings and maturities intended to safeguard principal balances and maintain liquidity.

The Company maintains its funds in accordance with its investment policy, which defines allowable investments, specifies credit quality standards and is designed to limit credit exposure to any single issuer.

Accounts receivable represents amounts due from collaboration partners and joint ventures.

The Company monitors economic conditions to identify facts or circumstances that may indicate that any of its accounts receivable are at risk of collection.

As of December 31, 2024, the Company’s accounts receivable were related to its collaborations with Regeneron Pharmaceuticals, Inc.

(“Regeneron”), SparingVision SAS (“SparingVision”), AvenCell Therapeutics, Inc.

As of December 31, 2025, the Company’s accounts receivable were related to its collaboration with Regeneron Pharmaceuticals, Inc.

(“Regeneron”).

As of December 31, 2024, the Company’s accounts receivable were related to its collaborations with Regeneron, SparingVision SAS (“SparingVision”), AvenCell Therapeutics, Inc.

(“AvenCell”) and ReCode Therapeutics, Inc.

As of December 31, 2023, the Company’s accounts receivable were related to its collaborations with Regeneron, SparingVision, AvenCell and Kyverna Therapeutics, Inc.

(“Kyverna”) .

Property and Equipment

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Impairment of Long-Lived Assets

The Company tests long-lived assets to be held and used, including property and equipment, for impairment whenever events or changes in circumstances indicate that the carrying amount of assets or asset groups may not be fully recoverable.

The Company tests long-lived assets to be held and used, including property and equipment and right-of-use assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of assets or asset groups may not be fully recoverable.

Factors that the Company considers in deciding when to perform an impairment review include significant underperformance of the business in relation to expectations, significant negative industry or economic trends and significant changes or planned changes in the use of the assets.

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The lease commencement date is the date on which a lessor makes the underlying asset available for use by the Company.

Lease payments (including payments pertaining to lessor-owned leasehold improvements) made to the lessor prior to lease commencement are recorded as prepaid rent and included in “Prepaid expenses and other current assets” on the Company's consolidated balance sheets.

Lease payments (including

payments pertaining to lessor-owned leasehold improvements) made to the lessor prior to lease commencement are recorded as prepaid rent and included in “Prepaid expenses and other current assets” on the Company's consolidated balance sheets.

The prepaid rent balance is reclassified to the right-of-use asset at lease commencement.

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The Company accounts for contingent consideration identified in an asset acquisition, that is payable in cash and does not meet the definition of a derivative under ASC 815, Derivatives and Hedging , when the contingency is resolved and the consideration is paid or becomes payable.

The Company accounts for contingent consideration identified in an asset acquisition that is settled in shares of common stock under ASC 480, Distinguishing Liabilities from Equity (“ASC 480”).

The contingent consideration liability will be recorded at fair value at the end of each reporting period with changes in estimated fair values recorded in other income (expense) in the consolidated statements of operations and comprehensive loss.

The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences attributable to differences between carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax reporting purposes and for operating loss and tax credit carryforwards.

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(iii) determine the transaction price;

allocate the transaction price to the performance obligations in the contract;

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

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

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The transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring goods and services to the customer.

To the extent the transaction price includes variable consideration, the Company estimates the amount of variable consideration that should be included in the transaction price utilizing either the expected value method or the most likely amount method, depending on the nature of the variable consideration.

or the most likely amount method, depending on the nature of the variable consideration.

Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur.

Any estimates, including the effect of the constraint on variable consideration, are evaluated at each reporting period for any changes.

Determining the transaction price requires significant judgment, which is discussed in further detail for each of the Company’s collaboration agreements in Note 9.

Determining the transaction price requires significant judgment, which is discussed in further detail for each of the Company’s collaboration agreements in Note 9, “Collaborations”.

In addition, none of the Company’s contracts as of December 31, 2025 or 2024 contained a significant financing component.

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Milestone payments:

At the inception of each arrangement that includes development milestone payments, the Company evaluates the probability of reaching the milestones and estimates the amount to be included in the transaction price using the

most likely amount method.

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

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Any such adjustments are recorded on a cumulative catch-up basis, which would affect collaboration revenues and earnings in the period of adjustment.

For arrangements that include sales-based royalties, including milestone payments based on levels of sales, if the license is deemed to be the predominant item to which the royalties relate, the Company recognizes revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied).

been satisfied (or partially satisfied).

To date, the Company has not recognized any royalty revenue resulting from any of its collaboration agreements.

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If the Company is an active participant and is exposed to the significant risks and rewards with respect to the arrangement, the Company accounts for the arrangement under ASC 808 .

Based on this consideration, accounting for the Company’s co-development agreements with Regeneron and AvenCell is under ASC 808.

Based on this consideration, accounting for the Company’s co-development agreements with Regeneron is under ASC 808.

Because ASC 808 does not provide recognition and measurement guidance for collaborative arrangements, the Company has analogized to ASC 606.

Refer to Note 9 for additional information regarding the Company’s collaboration agreements.

Refer to Note 9, “Collaborations”, for additional information regarding the Company’s collaboration agreements.

Research and Development Expenses

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The Company manages all business activities on a consolidated basis.

The Company’s chief operating decision maker (“CODM”) is the chief executive officer (“CEO”).

The accounting policies for the segment are the same as described those described in Note 2, “Summary of Significant Accounting Policies.” The CODM evaluates the performance of the operating segment and allocates resources based on net loss that also is reported on the consolidated statements of operations and comprehensive loss.

The Company’s chief operating decision maker (“CODM”) is the chief executive officer.

The CODM evaluates the performance of the operating segment and allocates resources based on net loss that also is reported on the consolidated statements of operations and comprehensive loss.

The CODM uses net loss to monitor budget versus actual results and to analyze cash flows in assessing performance of the segment and allocating resources.

The measure of the operating segment assets is reported on the consolidated balance sheets as total assets.

The following table summarizes the reportable segment’s financial information:

Year Ended December 31,

Collaboration revenue

Research and development:

External development expenses - Nex-z

External development expenses - NTLA-2002

External development expenses - NTLA-3001

Other research and development (1)

Total research and development

General and administrative (2)

Interest income

Loss from equity method investment

Other segment information (3)

Segment and consolidated net loss

(1) Includes unallocated research and development expenses including stock-based compensation of $ 94.2 million, $ 82.2 million and $ 56.3 million for the years ended December 31, 2024, 2023 and 2022, respectively, as disclosed within Note 12, “Stock-Based Compensation.”

(2) Includes stock-based compensation of $ 60.0 million, $ 51.8 million and $ 35.1 million for the years ended December 31, 2024, 2023 and 2022, respectively, as disclosed within Note 12, “Stock-Based Compensation.”

(3) Includes change in fair value of investments and change in fair value of contingent consideration, as disclosed on the Company’s consolidated statements of operations and comprehensive loss.

Depreciation and amortization expense totaled $ 10.3 million, $ 9.0 million, and $ 7.6 million for the years ended December 31, 2024, 2023 and 2022, respectively, as disclosed within Note 5, “Property and Equipment, Net.”

Variable Interest Entity

The Company evaluates at the inception of each arrangement, and whenever a reconsideration event occurs, whether an entity in which the Company holds an investment or in which the Company has other variable interests is considered a variable interest entity (“VIE”) in accordance with FASB ASC Topic 810, Consolidation (“ASC 810”).

If the entity meets the criteria to qualify as a VIE, the Company assesses whether or not the Company is the primary beneficiary of that VIE based on a number of factors, including (i) which party has the power to direct the activities that most significantly affect the VIE’s economic performance, (ii) the parties’ contractual rights and responsibilities pursuant to any contractual agreements and (iii) which party has the obligation to absorb losses or the right to receive benefits from the VIE.

If the Company is deemed the primary beneficiary of a VIE, the Company consolidates such entity and reflects the non-controlling interest of other beneficiaries of that entity.

If the Company is not the primary beneficiary, no consolidation is necessary, and the Company accounts for the investment or other variable interest in accordance with applicable U.S.

Equity Method of Accounting

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If a decline in the value of an equity method investment is determined to be other than temporary, a loss is recorded in earnings in the current period and the investment is written down to fair value.

At December 31, 2024, the Company did not account for any of its investments under the equity method of accounting.

At December 31, 2025 and 2024, the Company did not account for any of its investments under the equity method of accounting.

At December 31, 2023, the Company accounted for its investment in AvenCell under the equity method of accounting.

Refer to Note 10 for further details regarding the transition out of the equity method of accounting.

Refer to Note 10, “Investments and Other Assets”, for further details regarding the transition out of the equity method of accounting.

Recently Adopted Accounting Pronouncements

In November 2023, the FASB issued ASU No.

2023-07, Segment Reporting - Improvements to Reportable Segment Disclosures (“ASU 2023-07”) .

The amendments require disclosure of incremental segment information on an annual and interim basis.

The amendments also require companies with a single reportable segment to provide all disclosures required by this amendment and all existing segment disclosures in ASC 280, Segment Reporting.

The Company adopted ASU 2023-07 in the fourth quarter of 2024 through enhanced disclosures related to its reportable segment.

See “Segment Information” above for details.

Recently Issued Accounting Pronouncements Not Yet Effective

In December 2023, the FASB issued ASU No.

2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures.

This ASU updates income tax disclosure requirements primarily by requiring specific categories and greater disaggregation within the rate reconciliation and disaggregation of income taxes paid by jurisdiction.

This ASU is effective for annual periods beginning after December 15, 2024 and is applicable to the Company’s fiscal year beginning January 1, 2025, with early application permitted.

The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements and disclosures.

Improvements to Income Tax Disclosures (“ASU 2023-09”).

This ASU amends ASC 740, Income Taxes to expand income tax disclosures and requires that the Company disclose (i) the income tax rate reconciliation using both percentages and reporting currency amounts;

(ii) specific categories within the income tax rate reconciliation;

(iii) additional information for reconciling items that meet a quantitative threshold;

(iv) the composition of state and local income taxes by jurisdiction;

and (v) the amount of income taxes paid disaggregated by

jurisdiction.

The Company adopted ASU 2023-09 for the year ended December 31, 2025 on a prospective basis.

See Note 7, “Income Taxes”, for additional information.

Recently Issued Accounting Pronouncements Not Yet Effective

In November 2024, the FASB issued ASU No.

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The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements and disclosures.

In December 2025, the FASB issued ASU No.

2025-12, Codification Improvements.

This ASU’s purpose is to update the ASC for a broad range of topics in order to clarify, correct errors, or make minor improvements that make the ASC easier to understand and apply.

This ASU is effective for interim reporting periods within annual periods beginning after December 15, 2026 and is applicable to the Company’s fiscal year beginning January 1, 2027, with early application permitted in an interim or annual reporting period in which financial statements have not yet been issued.

If an entity early adopts in an interim reporting period, it must adopt as of the beginning of the annual reporting period that includes that interim reporting period.

The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements and disclosures.

Marketable Securities

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Corporate debt securities

Other asset-backed securities

December 31, 2024

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Corporate debt securities

Other asset-backed securities

Total marketable securities

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Total marketable securities

Investment in Kyverna Therapeutics, Inc.

Certain of the Company’s financial assets, including cash equivalents, restricted cash equivalents and marketable securities, have been initially valued at the transaction price, and subsequently revalued at the end of each reporting period, utilizing third party pricing services or other observable market data.

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Other financial instruments, including accounts receivable, accounts payable and accrued expense, are carried at cost, which approximates fair value due to the short duration and term to maturity.

The Company has determined that the estimated fair value of its investment in Kyverna, a publicly traded company, is reported as Level 1 as it is valued at a quoted market price in an active market.

The Company has determined that the estimated fair value of its investment in Kyverna Therapeutics, Inc.

(“Kyverna”), a publicly traded company, is reported as Level 1 as it is valued at a quoted market price in an active market.

The investment in Kyverna is classified within “Investments and other assets” in the consolidated balance sheets.

Refer to Note 10 for further details.

Refer to Note 10, “Investments and Other Assets,” for further details.

Other Investments

SparingVision SAS

The Company’s investment in SparingVision was initially recorded at fair value, determined according to Level 3 inputs in the fair value hierarchy described above.

The SparingVision investment is included in “Investments and other assets” on the consolidated balance sheets.

The SparingVision investment is included in “Investments and other assets” on the consolidated balance sheets and is accounted for using the measurement alternative at cost minus impairment, adjusted for

changes in observable prices.

In October 2025, the Company executed a termination agreement with SparingVision, triggering a qualitative assessment of the Company’s investment which was determined to be impaired.

The Company determined the fair value of the SparingVision investment to be approximately $ 7.1 million using an option pricing model which requires the input of certain subjective assumptions.

The key assumptions used in the option pricing model, which are Level 3 inputs, include the anticipated holding period to an exit and liquidity event, the indicated equity volatility ( 80 %), and the risk free rate ( 2.2 %).

This resulted in the recognition of a $ 7.5 million loss recorded within “Change in fair value of investments, net” of the Company’s consolidated statement of operations and comprehensive loss.

In connection with the termination, the Company returned 50 % of its investment to SparingVision, which was determined to have a value of $ 3.6 million.

As of December 31, 2025 and 2024, the carrying value of the SparingVision investment was $ 3.5 million and $ 14.6 million, respectively .

Refer to Note 10, “Investments and Other Assets” for further details.

AvenCell Therapeutics, Inc.

The Company’s investment in AvenCell is recorded at fair value, determined according to Level 3 inputs in the fair value hierarchy described above.

This investment is accounted for using the measurement alternative at cost minus impairment, adjusted for changes in observable prices.

There were no changes in observable prices or impairment of this investment as of December 31, 2024 or 2023.

The carrying value of the SparingVision investment was $ 14.6 million and $ 14.8 million as of December 31, 2024 and 2023, respectively.

Refer to Note 10 for further details.

The Company’s investment in AvenCell was initially recorded at fair value, determined according to Level 3 inputs in the fair value hierarchy described above.

The AvenCell investment is included in “Investments and other assets” on the consolidated balance sheet as of December 31, 2025.

This investment is accounted for using the measurement alternative at cost minus impairment, adjusted for changes in observable prices.

The Company previously accounted for the AvenCell investment under the equity method;

refer to Note 10 for further details including the change in fair value.

In the fourth quarter of 2024, AvenCell completed a Series B financing, which represented an observable price change in the investment in AvenCell.

refer to Note 10, “Investments and Other Assets,” for further details including the change in fair value.

In the fourth quarter of 2024, AvenCell completed a Series B financing, which represented an observable price change in the Company’s investment in AvenCell.

The Company determined the fair value of the AvenCell investment using an option pricing model which requires the input of certain subjective assumptions.

The carrying value of the Company’s investment in AvenCell was $ 7.9 million and $ 11.8 million as of December 31, 2024 and December 31, 2023, respectively .

The carrying value of the Company’s investment in AvenCell was $ 7.9 million as of December 31, 2025 and 2024 .

Contingent Consideration

As part of its acquisition of Rewrite Therapeutics, Inc.

(“Rewrite”) in 2022, the Company made a $ 25.0 million research milestone payment in February of 2023, payable in a combination of $ 0.9 million in cash and the remainder in the Company’s common stock.

The milestone payable in the Company’s common stock resulted in liability classification under ASC 480.

This contingent consideration liability was carried at fair value which was estimated by applying a probability-based model, which utilized inputs based on timing of achievements that were unobservable in the market.

The contingent consideration liability was classified within Level 3 of the fair value hierarchy until it was settled in February of 2023.

The following table reconciles the change in fair value of the contingent consideration liability (in thousands):

Balance at December 31, 2022

Change in fair value

Payment of contingent consideration

Balance at December 31, 2023

In February 2022, the Company entered into an Agreement and Plan of Merger by and among the Company, Rewrite, RW Acquisition Corp.

and Shareholder Representative Services, LLC as Securityholder representative (the “Rewrite Merger Agreement”), which was accounted for as an asset acquisition.

Under the Rewrite Merger Agreement, and as of December 31, 2025, the Company Securityholders (as defined in the Rewrite Merger Agreement) (the “Rewrite Holders”) are eligible to receive up to an additional $ 130.0 million, including $ 100.0 million upon the achievement of a regulatory approval milestone and $ 30.0 million upon achievement of pre-specified research milestones , payable in cash.

The remaining contingent milestones are subject to cash settlement upon achievement.

The Company accounts for contingent consideration identified in an asset acquisition, that is payable in cash, when the contingency is resolved and the consideration is paid or becomes payable.

As of December 31, 2025 and December 31, 2024, no liability has been recorded.

Property and Equipment, Net

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Accrued legal and professional expenses

Accrued construction costs

Accrued other

Total accrued expenses

In the first quarter of 2025, the Company recognized $ 6.5 million of restructuring charges in the consolidated statement of operations and comprehensive loss related to its strategic restructuring in 2025.

These charges included severance and other employee termination-related costs.

The workforce reductions were substantially complete as of March 31, 2025 and there is no remaining liability as of December 31, 2025.

The Company did not record net income tax benefits for the operating losses incurred during the periods presented due to the uncertainty of realizing a tax benefit from those losses.

Accordingly, any benefit recorded related to these deferred tax assets was offset by a valuation allowance reflecting management’s conclusion that realization of those assets was not more likely than not.

A reconciliation of the federal statutory income tax rate and the Company’s effective income tax rate is as follows:

As further described in Note 2, “Summary of Significant Accounting Policies,” the Company has elected to prospectively adopt the guidance in ASU 2023-09.

The following table is a reconciliation of the U.S.

federal statutory rate of 21 % to the Company’s effective income tax rate for the year ended December 31, 2025 in accordance with the guidance in ASU 2023-09:

Year Ended December 31,

In thousands, except percentages

Provision for income taxes at U.S.

federal statutory rate

Research and development credits

Orphan drug credits

Changes in valuation allowances

Non-taxable or non-deductible items:

Stock-based compensation

Other reconciling items

Total tax provision and effective tax rate

The following table is a reconciliation of the U.S.

federal statutory rate of 21 % to the Company’s effective rate for the years ended December 31, 2024 and 2023 in accordance with the guidance prior to the adoption of ASU 2023-09:

Federal statutory income tax rate

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Non-deductible officers' compensation

In-process research and development

Change in valuation allowance

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Net deferred tax asset (liability)

The Tax Cuts and Jobs Act (“TCJA” ) requires taxpayers to capitalize and amortize, rather than deduct, research and development expenditures under section 174 for tax years beginning after December 31, 2021.

During the year ended December 31, 2025, the Company paid no federal income taxes, net of refunds.

Additionally, the amount paid in state income taxes, net of refunds received, was immaterial for the year ended December 31, 2025.

The Tax Cuts and Jobs Act (“TCJA” ) requires taxpayers to capitalize and amortize, rather than deduct, research and development (“R&D”) expenditures under section 174 of the Internal Revenue Code of 1986, as amended (the “Code”) for tax years beginning after December 31, 2021.

The Company will amortize these costs for tax purposes over 5 years if the R&D was performed in the U.S.

and over 15 years if the R&D was performed outside the U.S.

These rules became effective for the Company during the year ended December 31, 2022.

As a result, the Company has capitalized research and development costs of $ 405.3 million and $ 365.8 million for the years ended December 31, 2024 and December 31, 2023, respectively.

The Company will amortize these costs for tax purposes over 5 years if the research and development was performed in the U.S.

and over 15 years if the research and development was performed outside the U.S.

The Company has capitalized foreign R&D costs of $ 34.1 million and $ 53.8 million for the tax years ended December 31, 2025 and December 31, 2024, respectively.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted, providing taxpayers the option to fully deduct or continue capitalizing and amortizing domestic R&D expenditures under new Code Section 174A, effective for tax years beginning after December 31, 2024.

The OBBBA also provides certain eligible taxpayers with the option to accelerate and deduct the remaining unamortized domestic R&D costs incurred during taxable years ending after December 31, 2021 and before January 1, 2025.

The Company intends to continue amortizing domestic R&D costs incurred during taxable years ending after December 31, 2021 and before January 1, 2025.

As of December 31, 2025, $ 517.2 million remains unamortized related to domestic R&D costs.

Final elections will be made with the 2025 tax return filing.

As of December 31, 2025 and 2024, the Company had federal net operating loss carryforwards of $ 1,671.3 million and $ 1,088.4 million, respectively, which may be available to offset future income tax liabilities.

Approximately $ 36.9 million of the federal net operating losses generated prior to 2018 will begin to expire in 203 4 , unless previously utilized.

Losses incurred prior to 2018 will generally be deductible to the extent of the lesser of a corporation’s net operating loss carryover or 100 % of a corporation’s taxable income and be available for twenty years from the period the loss

was generated.

The federal net operating losses generated after 2017 of approximately $ 1,051.5 million will be carried over indefinitely, but will generally limit the net operating loss deduction to the lesser of the net operating loss carryforward or 80 % of a corporation’s taxable income (subject to Section 382 of the Internal Revenue Code of 1986, as amended).

The federal net operating losses generated after 2017 of approximately $ 1,634.4 million will be carried over indefinitely, but the net operating loss deduction is generally limited to the lesser of the net operating loss carryforward or 80 % of the Company’s taxable income (subject to Section 382 of the Code).

Also, there will be no carryback for losses incurred after 2017.

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As of December 31, 2025 and 2024, the Company had federal tax credit carryforwards of approximately $ 175.5 million and $ 139.3 million, respectively, which begin to expire in 203 4 .

As of December 31, 2024 and 2023, the Company had state research and development and other credit carryforwards of $ 77.9 million and $ 64.1 million, which begin to expire in 2029 .

As of December 31, 2025 and 2024, the Company had state research and development and other credit carryforwards of $ 86.4 million an d $ 77.9 million, which begin to expire in 20 29 .

The Company evaluated the expected realizability of its net deferred tax assets and determined that there was significant negative evidence due to its net operating loss position and insufficient positive evidence to support the realizability of these net deferred tax assets.

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therefore, the Company has provided a full valuation allowance against its net deferred tax asset balance as of December 31, 2025 and 2024.

The valuation allowance increased by $ 167.1 million in 2024, $ 161.3 million in 2023, and $ 150.0 million in 2022.

The valuation allowance increased by $ 131.4 m illion in 2025, $ 167.1 million in 2024, and $ 161.3 million in 2023.

Ownership changes may limit the amount of net operating loss carryforwards or research and development tax credit carryforwards that can be utilized to offset future taxable income or tax liability.

In general, an ownership change, as defined by Sections 382 and 383 of the Internal Revenue Code of 1986, as amended (the “Code”), results from transactions increasing the ownership of certain shareholders or public groups in the stock of a corporation by more than 50% over a three-year period.

If the Company has experienced a change of control, utilization of the net operating loss carryforwards or research and development tax credit carryforwards would be subject to an annual limitation under Section 382 and 383 of the Code.

In general, an ownership change, as defined by Sections 382 and 383 of the Code, results from transactions increasing the ownership of certain shareholders or public groups in the stock of a corporation by more than 50% (by value) over a three-year period.

Any limitation may result in expiration of a portion of the net operating loss carryforwards or research and development tax credit carryforwards before utilization.

During 2022, the Company completed an assessment of the available net operating loss carryforwards and other tax attributes under Section 382 that covered the period from inception through December 31, 2022.

During 2022, the Company completed an assessment of the available net operating loss carryforwards and other tax attributes under Section 382.

The analysis did not result in a material limitation to the Company’s tax attributes and the results of this analysis are reflected herein.

The Company has not completed an analysis through December 31, 2025.

To the extent there was a change in control during 2023 and 2024, the Company's tax attributes could be subject to limitation.

To the extent there was a change in control during 2023 through 2025, the Company's tax attributes could be subject to limitation.

However, a full valuation allowance has been provided against the deferred tax assets related to the Company’s net operating loss and tax credit carryforwards and, if an adjustment is required, this adjustment would be offset by an adjustment to the valuation allowance.

As of December 31, 2025, the Company had no t identified any unrecognized tax benefits.

The Company will recognize interest and/or penalties related to uncertain tax benefits in income tax expense if they arise.

The Company will recognize interest and/or penalties related to uncertain tax benefits in income tax e xpense if they arise.

The Company files income tax returns in the U.S.

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District Court for the District of Delaware.

Specifically, BlueAllele alleges that the Company’s experimentation, basic

research, identification, optimization, manufacturing and/or use of bi-directional insertion template technology infringes the asserted patents and seeks unspecified compensatory damages and an injunction against the alleged infringing activities.

Specifically, BlueAllele alleges that the Company’s experimentation, basic research, identification, optimization, manufacturing and/or use of bi-directional insertion template technology infringes the asserted patents and seeks unspecified compensatory damages and an injunction against the alleged infringing activities.

On September 12, 2024, the Company filed a motion to dismiss the complaint, and on December 9, 2024, the court denied the Company’s motion to dismiss and discovery began.

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Mass.), in the U.S.

District Court for the District of Massachusetts against the Company and certain of our officers on behalf of a putative class of stockholders who purchased Company shares from July 30, 2024 through January 8, 2025.

The complaint alleges claims under Sections 10(b) and 20(a) and Rule 10b-5 of the Securities Exchange Act of 1934 (the “Exchange Act”) premised upon statements relating to the Company’s NTLA-3001 program and the demand for viral-based editing.

The complaint seeks unspecified damages, interest, reasonable attorneys’ fees and other costs.

District Court for the District of Massachusetts against the Company and certain of its officers (the “defendants”) on behalf of a putative class of stockholders who purchased Company shares from July 30, 2024 through January 8, 2025.

On May 26, 2025, the court entered an order appointing co-lead plaintiffs and, on July 23, 2025, co-lead plaintiffs filed an amended complaint.

The amended complaint alleges claims under Sections 10(b) and 20(a) and Rule 10b-5 of the Securities Exchange Act of 1934 (the “Exchange Act”) premised upon statements relating to the Company’s NTLA-3001 program and the demand for viral-based editing.

The amended complaint seeks unspecified damages, interest, reasonable attorneys’ fees and other costs.

The Company intends to defend vigorously against the claims.

On September 8, 2025, the defendants filed a motion to dismiss the amended complaint.

On January 14, 2026, the court held a hearing on the motion to dismiss, which motion has been fully briefed and remains pending.

At this stage, the Company is unable to determine the likelihood of an unfavorable outcome or estimate the amount or range of potential loss, if any.

Bhanji et al.

On May 15, 2025, a purported stockholder of the Company filed a stockholder derivative lawsuit, captioned Aiello v.

Bhanji et al.

2025-0543-BWD), in the Court of Chancery of the State of Delaware against certain of the Company’s current and former directors (the “Individual Defendants”) and the Company as a nominal defendant.

The complaint alleges claims for breach of fiduciary duty, unjust enrichment, and waste of corporate assets against the Individual Defendants based on, among other things, allegations of allegedly excessive compensation to the Company’s non-employee directors.

The complaint seeks unspecified damages and restitution of compensation and other benefits from the Individual Defendants, corporate governance reforms from the Company, reasonable attorneys’ fees and other costs.

On July 11, 2025, the Company and Individual Defendants filed answers to the complaint, and discovery commenced thereafter.

At this stage, the Company is unable to determine the likelihood of an unfavorable outcome or estimate the amount or range of potential loss, if any.

During the year ended December 31, 2025, except as noted above, there have been no material changes to any outstanding litigation, nor is the Company a party to any material new litigation.

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The Company is party to license and other agreements, which may include contingent payments.

These payments could include up to $ 130.0 million related to Rewrite, including $ 100.0 million upon achievement of a regulatory approval milestone and $ 30.0 million upon achievement of pre-specified research milestones.

These payments could include up to $ 130.0 million related to Rewrite, as discussed in further detail in Note 4.

As of December 31, 2025 , the satisfaction and timing of the contingent payments is uncertain and not reasonably estimable.

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To accelerate the development and commercialization of gene editing products in multiple therapeutic areas, the Company has formed, and intends to seek other opportunities to form, strategic alliances with collaborators who can augment its leadership in CRISPR/Cas9 therapeutic development.

As of December 31, 2025, the Company’s accounts receivable and contract liabilities were related to its collaboration with Regeneron.

As of December 31, 2024, the Company’s accounts receivable were related to its collaborations with Regeneron, AvenCell, SparingVision and ReCode and the Company’s contract liabilities were related to its collaborations with Regeneron and SparingVision.

As of December 31, 2023, the Company’s accounts receivable were related to its collaborations with Regeneron, SparingVision, AvenCell and Kyverna and the Company’s contract liabilities were related to its collaborations with Regeneron and SparingVision.

The following table presents changes in the Company’s accounts receivable and contract liabilities (in thousands):

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Contract liabilities - deferred revenue

T he Company recognized the following revenues as a result of changes in the contract liability balance (in thousands):

The Company recognized the following revenues as a result of changes in the contract liability balance (in thousands):

Year Ended December 31,

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and in certain other identified countries, and (iii) up to $ 185.0 million in sales-based milestone payments.

The Company is also eligible to earn royalties ranging from the high-single digits to low teens, in each case, on a per-product basis, which royalties are potentially subject to various reductions and offsets and incorporate the Company’s existing low- to mid-single-digit royalty obligations under a license agreement with Caribou.

In connection with the 2016 Regeneron Agreement, Regeneron purchased $ 50.0 million of the Company’s common stock in a private placement under a stock purchase agreement concurrent with the Company’s IPO.

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Under the 2020 Stock Purchase Agreement, Regeneron will not dispose of any shares of common stock it beneficially owns in the Company until the termination of the Technology Collaboration Term.

In September 2023, Regeneron and Intellia further expanded the research collaboration (the “2023 Regeneron Amendment”) to develop additional in vivo CRISPR-based gene editing therapies focused on neurological and muscular diseases, which research collaboration expired in September 2025 with respect to the neurological and muscular targets that were the subject of the collaboration.

In October 2023, Regeneron notified the Company that it was exercising its one-time option to extend the Technology Collaboration Term for an additional two years (the “2024 Technology Collaboration Extension”) , until April 2026 , in exchange for a nonrefundable payment of $ 30.0 million that was paid in April 2024.

In March 2025, Regeneron provided notice of the achievement of a development milestone for the hemophilia B program under the 2016 Regeneron Agreement.

As a result of meeting this milestone, the Company recognized $ 1.8 million of previously constrained variable consideration as collaboration revenue within the consolidated statement of operations and comprehensive loss in the year ended December 31, 2025.

2024 Technology Collaboration Extension:

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The 2024 Technology Collaboration Extension was accounted for as a contract modification.

The promised goods and services under the 2024 Technology Collaboration Extension are not

distinct from the combined performance obligations identified in the 2020 Regeneron Amendment, which was only partially satisfied at the date of option exercise.

The promised goods and services under the 2024 Technology Collaboration Extension are not distinct from the combined performance obligations identified in the 2020 Regeneron Amendment, which was only partially satisfied at the date of option exercise.

A cumulative catch-up adjustment was recorded during the fourth quarter of 2023 resulting in a charge of $ 10.3 million against revenue previously recognized.

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As of December 31, 2025, there was approximately $ 5.8 million of the aggregate transaction price remaining to be recognized that will be recognized through April 2026, the remaining period of the collaboration.

The collaboration will leverage Intellia’s proprietary Nme2 CRISPR/Cas9 genome editing systems adapted for viral vector delivery and designed to precisely modify a target gene and Regeneron’s proprietary antibody-targeted adeno-associated virus vectors and delivery systems;

each party will have the opportunity to lead potential development and commercialization for one product candidate, and the party that is not leading development and commercialization will have the option to enter into a co-development and co-promotion agreement for the target.

2023 Regeneron Amendment:

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Any cost reimbursements received from Regeneron will be recorded as a component of revenue and any payments made to Regeneron will be recorded as a reduction of revenue.

The Company recognized $ 2.3 million and $ 0.4 million of collaboration revenue in the years ended December 31, 2024 and 2023, respectively, in the consolidated statement of operations and comprehensive loss related to the 2023 Regeneron Amendment.

ATTR and Hemophilia Co/Co Agreements:

The Company did no t recognize material collaboration revenue in the year ended December 31, 2025.

The Company recognized $ 2.3 million and $ 0.4 million of collaboration revenue in the years ended December 31, 2024 and 2023, respectively, in the consolidated statements of operations and comprehensive loss related to the 2023 Regeneron Amendment.

ATTR Co/Co and Hemophilia Co/Co Agreements:

Accounting Analysis.

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As such, the Company classifies cumulative amounts paid or received under the cost sharing provisions of the ATTR Co/Co and the Hemophilia Co/Co agreements as a component of revenues in the consolidated statements of operations and comprehensive loss.

The Company terminated the hemophilia B Co/Co agreement in September 2024.

The Company will continue to support Regeneron with the development of gene editing products directed to hemophilia B, as applicable, under the 2016 Regeneron Agreement.

In March 2024, the Company notified Regeneron that it was opting out of its hemophilia B Co/Co agreement.

The Company continued to have obligations under the hemophilia B Co/Co agreement until the agreement ended in September 2024.

The Company continues to support Regeneron with the development of gene editing products directed to hemophilia B, as applicable, under the 2016 Regeneron Agreement.

That agreement will control the parties’ obligations to develop and commercialize gene editing products directed to hemophilia B.

The Company recognized $ 31.9 million, $ 21.9 million, and $ 19.6 million, respectively, primarily representing payments due from Regeneron pursuant to the ATTR Co/Co agreement, in the years ended December 31, 2025, 2024 and 2023.

The Company recognized contra-revenue related to the Hemophilia Co/Co agreements amounting to approximately $ 11.7 million in the year ended December 31, 2024, $ 10.7 million in the year ended December 31, 2023 and $ 10.4 million in the year ended December 31, 2022 .

The Company recognized contra-revenue related to the Hemophilia Co/Co agreements amounting to approximately $ 0.2 million, $ 11.7 million

and $ 10.7 million in the years ended December 31, 2025, 2024 and 2023, respectively .

The Company recognized $ 1.9 million related to the hemophilia B program in the year ended December 31, 2025, representing cost reimbursements under the 2016 Regeneron Agreement.

As of December 31, 2025 and December 31, 2024 , the Company had accounts receivable of $ 9.5 million and $ 7.2 million, respectively, and deferred revenue of $ 7.3 million and $ 26.4 million, respectively, related to the Regeneron agreements.

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In October 2021, the Company and SparingVision, a genomic medicine company developing vision saving treatments for ocular diseases, entered into a license and collaboration agreement (the “SparingVision LCA”) to develop novel genomic medicines utilizing CRISPR/Cas9 technology for the treatment of ocular diseases.

The Company granted SparingVision exclusive rights to its proprietary in vivo CRISPR/Cas9-based genome editing technology for up to three ocular targets addressing diseases with significant unmet medical need.

In addition, the parties will research and develop novel self-inactivating adeno-associated virus (“AAV”) vectors and lipid nanoparticle (“LNP”)-based approaches to address delivery of CRISPR/Cas9 genome editing reagents to the retina.

SparingVision will lead and fund the preclinical and clinical development for the genome editing product candidates pursued under the collaboration.

The Company will have an option to obtain exclusive U.S.

commercialization rights for product candidates arising from two of three collaboration targets.

For product candidates the Company chooses to option, it will pay an opt-in fee between $ 10.0 million and $ 20.0 million depending on the stage of development of the target, reimburse certain costs, share in 50 % of development costs and pay royalties to SparingVision on U.S.

In exchange for the license, the Company received 83,316 shares of SparingVision’s Series A2 Preferred Stock (“Series A2”).

Attached to each share of Series A2, the Company received three warrants for the right to purchase additional Series A2 shares at designated prices that are subject to certain vesting conditions.

The Company will also be eligible to receive certain research, development and commercial milestone payments (up to approximately $ 200.0 million per product) as well as royalties on potential future sales of products arising from the collaboration.

As partial consideration of the SparingVision LCA, the Company received 83,316 shares of SparingVision’s Series A2 Preferred Stock (“Series A2”).

Attached to each share of Series A2, the Company received three warrants for the right to purchase additional shares of Series A2 at designated prices that are subject to certain vesting conditions.

SparingVision LCA:

Accounting Analysis.

The Company determined that the accounting for the SparingVision LCA is within the scope of ASC 606.

The Company determined that the accounting for the SparingVision LCA was within the scope of ASC 606.

The Company evaluated the promised goods and services and determined that it included one performance obligation:

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The Company allocated the full transaction price to the combined performance obligation, which was recorded as deferred revenue upon execution of the agreement.

The Company will use a costs-incurred input method to recognize revenue, measuring the progress of the programs based on the costs incurred against budget, which in management's judgment is the best measure of progress towards satisfying the performance obligation.

Effective November 2024, SparingVision provided notice to the Company to terminate one of their three ocular targets due to a reprioritization strategy.

The Company recognized $ 2.5 million, $ 1.8 million and $ 0.2 million in revenue related to the SparingVision LCA for the years ended December 31, 2024, 2023 and 2022, respectively.

As of December 31, 2024 and December 31, 2023 , the Company had $ 0.6 million and $ 0.5 million in accounts receivable, respectively, related to the SparingVision LCA.

As of December 31, 2024 and December 31, 2023 , the Company had deferred revenue of $ 12.5 million and $ 13.9 million, respectively, related to the SparingVision LCA, which is expected to be recognized over a six to nine year period from the signing of the agreement.

The Company used a costs-incurred input method to recognize revenue, measuring the progress of the programs based on the costs incurred against budget, which in management's judgment is the best measure of progress towards satisfying the performance obligation.

In October 2025, the Company terminated the SparingVision LCA.

In connection with the termination, the Company returned 50 % of the investment it held in SparingVision.

The terminated SparingVision LCA relieved the Company of its performance obligation and as a result the Company recognized approximately $ 9.0 million in collaboration revenue for the year ended December 31, 2025.

The $ 9.0 million of collaboration revenue recognized represents the remaining transaction price after reflecting the impact of the fair value of the shares returned to SparingVision (refer to Note 4, “Fair Value Measurements”).

The Company recognized $ 2.5 million and $ 1.8 million in revenue related to the SparingVision LCA for the years ended December 31, 2024 and 2023, respectively.

As of December 31, 2025, t he Company had no accounts receivable or deferred revenue related to the SparingVision LCA .

As of December 31, 2024 , the Company had accounts receivable of $ 0.6 million and deferred revenue of $ 12.5 million related to the SparingVision LCA.

ReCode Therapeutics, Inc.

On February 14, 2024, the Company entered into a license, collaboration and option agreement with ReCode (the “ReCode LCA”), a clinical-stage genetic medicines company, to develop novel genomic medicines for the treatment of cystic fibrosis (“CF”).

The ReCode LCA leverages the Company’s proprietary CRISPR-based gene editing platform, including its deoxyribonucleic acid (“DNA”) writing technology, and ReCode’s proprietary Selective Organ Targeting (“SORT”) LNP delivery platform to precisely correct one or more CF disease-causing gene mutations.

As part of the agreement, the companies will focus initial research efforts on therapeutic approaches that address CF for patients who have limited or no treatment options available, with the opportunity to expand the scope of the collaboration in later phases.

The Company will be responsible for the design of the editing strategy and research-grade components for the investigational therapies.

ReCode will lead the subsequent preclinical and clinical development and worldwide commercialization for certain programs arising from the collaboration.

The Company also has an option to lead commercialization in the U.S.

for certain programs (the “Co/Co option”).

The ReCode LCA did not include an exchange of upfront consideration between the parties.

The Company will be eligible to receive pre-specified development and commercial milestone payments, up to $ 262.0 million per product, as well as single digit

royalties on potential sales.

Certain milestone and royalty payments may be removed or reduced for a product if the Company exercises the Co/Co option.

The Company is entitled to cost reimbursements for certain research activities, which will be recorded as revenue.

The Company did not recognize material revenue from the ReCode LCA during the year ended December 31, 2024.

The Company had no material revenue from the ReCode LCA during the year ended December 31, 2025 or December 31, 2024.

In September 2025, the Company terminated the ReCode LCA.

Other Agreements

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Since December 31, 2024, there have been no material changes to the key terms of the AvenCell, Kyverna and ONK license and collaboration agreements.

For further information on the terms and conditions of these agreements, see the notes to the consolidated financial statements included in the Company’s Annual Report for the year ended December 31, 2023.

During the year ended December 31, 2024, the Company recognized $ 21.0 million of previously eliminated intra-entity profit related to its license and collaboration agreement with AvenCell (the “AvenCell LCA”) in the consolidated statements of operations and comprehensive loss.

During the years ended December 31, 2023 and 2022, the Company recognized $ 13.2 million and $ 22.8 million in revenue related to the AvenCell LCA, after eliminating $ 6.6 million and $ 11.4 million in intra-entity profits during those respective periods.

The Company recognized $ 1.0 million in revenue related to material shipments under its license and collaboration agreement with AvenCell (the “AvenCell LCA”) during the year ended December 31, 2025.

During the year ended December 31, 2024, the Company recognized $ 21.0 million of previously eliminated intra-entity profit related to the AvenCell LCA in the consolidated statements of operations and comprehensive loss.

See Note 10, “Investments and Other Assets”, for further details.

During the year ended December 31, 2023, the Company recognized $ 13.2 million in revenue related to the AvenCell LCA, after eliminating $ 6.6 million in intra-entity profits during that period.

The eliminated revenue was deferred and excluded from the results of operations of the Company until the first quarter of 2024.

The Company did no t recognize material revenue related to materials shipments under the AvenCell LCA during the years ended December 31, 2024, 2023 and 2022 and did no t recognize material contra-revenue under the AvenCell Co/Co agreement during the years ended December 31, 2024 and 2023.

The Company recognized $ 2.0 million of contra-revenue during the year ended December 31, 2022.

The Company had no material accounts receivable from AvenCell or accrued expenses related to AvenCell agreements as of December 31, 2024 and 2023.

The Company did no t recognize material revenue from Kyverna during the years ended December 31, 2024 and 2023 and recognized $ 6.6 million during the year ended December 31, 2022.

The Company did no t recognize material revenue from ONK during the years ended December 31, 2024, 2023 and 2022.

The Company had no material revenue related to materials shipments under the AvenCell LCA during the years ended December 31, 2024 and 2023.

The Company had no accounts receivable related to AvenCell as of December 31, 2025.

The Company had $ 0.7 million in accounts receivable from AvenCell as of December 31,

The Company had $ 0.8 million and $ 1.0 million in accrued expenses as of December 31, 2025 and 2024 related to the AvenCell LCA .

The Company had no material revenue from Kyverna or ONK during the years ended December 31, 2025, 2024 or 2023.

Investments and Other Assets

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In February 2024, Kyverna completed an initial public offering of its common stock (the “Kyverna IPO”).

Prior to the Kyverna IPO, the Company accounted for its investment in Kyverna using the measurement alternative as Kyverna was a private company with no readily observable transaction price, and the investment was valued at $ 10.0 million as of December 31, 2023 and 2022.

As of December 31, 2024, the Company’s investment in Kyverna is valued at $ 4.4 million .

The Company recognized an unrealized loss of $ 5.6 million , recorded within “change in fair value of investments, net” in the consolidated statement of operations and comprehensive loss during the year ended December 31, 2024, associated with changes in the fair value of Kyverna’s common stock.

As of December 31, 2025 and 2024, the Company’s investment in Kyverna is valued at $ 11.0 million and $ 4.4 million, respectively.

The Company recognized an unrealized gain of $ 6.6 million and an unrealized loss of $ 5.6 million, recorded within “change in fair value of investments, net” in the consolidated statements of operations and comprehensive loss during the years ended December 31, 2025 and 2024, respectively, associated with changes in the fair value of Kyverna’s common stock.

SparingVision SAS

As discussed in Notes 4 and 9, the Company’s remaining equity interest in SparingVision as of December 31, 2025 includes 41,137 shares of Series A2, each of which has one warrant attached with the right to purchase additional shares of Series A2 at designated prices that are subject to certain vesting conditions.

As of December 31, 2025 and December 31, 2024, the carrying value of the Company’s investment in SparingVision, included within “Other investments” in the table above, was $ 3.5 million and $ 14.6 million, respectively .

AvenCell Therapeutics, Inc.

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The transition from equity method accounting to ASC 321 required the Company to reclassify $ 2.1 million from accumulated other comprehensive loss amounts and recognize $ 21.0 million of previously eliminated intra-entity profit, both of which resulted in an increase in the carrying value of the investment in AvenCell.

In the fourth quarter of 2024, AvenCell completed a Series B

financing, which represented an observable price change in the investment in AvenCell.

As a result of this observable price change, the carrying value of the Company’s investment in AvenCell was reduced to $ 7.9 million.

The Company recognized an unrealized loss of $ 27.0 million, recorded within “Change in fair value of investments, net” in the consolidated statement of operations and comprehensive loss during the year ended December 31, 2024, associated with changes in the fair value of its investment in AvenCell.

SparingVision SAS

As of December 31, 2024 and December 31, 2023, the carrying value of the Company’s investment in SparingVision, included within “Other investments” in the table above, was $ 14.6 million .

In the fourth quarter of 2024, AvenCell completed a Series B financing, which represented an observable price change in the investment in AvenCell.

As a result of this observable price change, the Company recognized an unrealized loss of $ 27.0 million, recorded within “Change in fair value of investments, net” in the consolidated statement of operations and comprehensive loss during the year ended December 31, 2024.

As of December 31, 2025 and 2024, the carrying value of the Company’s investment in AvenCell was $ 7.9 million.

Property Leases

The Company leases approximately 230,000 square feet of real estate, including laboratory and office space in Cambridge, Massachusetts, and the surrounding areas.

The Company’s leases have remaining terms ranging from approximately one to twelve years.

The Company leases real estate, including laboratory and office space, in Cambridge, Massachusetts, and the surrounding areas.

The Company’s leases have remaining terms ranging from approximately one to seven years.

Certain leases include options to renew, exercised at the Company’s sole discretion, with varying renewal terms that can extend the lease term for an additional three to five years.

All of the Company’s leases qualify as operating leases.

All of the Company’s leases are classified as operating leases.

Throughout the term of its leases, the Company is responsible for paying certain costs and expenses, in addition to the rent, as specified in the lease, including a proportionate share of applicable taxes, operating expenses and utilities.

The variable portion of these costs are expensed as incurred and are disclosed as variable lease costs.

In February 2022 and subsequently amended in June 2023, the Company entered into an agreement to lease approximately 140,000 square feet of office, general laboratory and manufacturing space at 840 Winter Street in Waltham , Massachusetts (the “840 Winter Lease”).

In November 2024 the Company determined, in accordance with ASC 842, that the criteria for commencement of the lease had been met as the lessor had made the space available for the Company’s use.

The Company recorded a right of use asset of $ 125.7 million and a lease liability of $ 113.1 million related to the 840 Winter Lease.

The difference between the right-of-use asset and the lease liability of $ 12.6 million relates to prepaid rent.

The initial term of the 840 Winter Lease was twelve years , ending in September 2036 .

The Company had options to extend the lease for two five-year terms, which were not reasonably certain of exercise as of the commencement date.

The 840 Winter Lease is subject to 3 % fixed rate rent escalations and requires the Company to make monthly payments for operating costs such as real estate taxes, maintenance costs, and utilities.

These costs are variable in nature and have therefore been excluded from consideration in the contract.

Refer to Note 16 for further information regarding the 840 Winter Lease.

In January 2023, the Company executed a sublease for approximately 13,000 square feet of laboratory and office space in Cambridge, Massachusetts for a term of approximately three years.

The sublease agreement grants an option to renew the term for one additional year.

The following table contains a summary of the lease costs recognized and other information pertaining to the Company’s operating leases:

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Operating cash flows used for operating leases

Reduction of right-of-use assets from remeasurement of lease liabilities

Operating lease liabilities arising from obtaining right-of-use assets

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Total operating lease liabilities at December 31, 2025

840 Winter and Tech Square Leases

In February 2022, and subsequently amended in June 2023, the Company entered into an agreement to lease approximately 140,000 square feet of office, general laboratory and manufacturing space at 840 Winter Street in Waltham , Massachusetts (the “840 Winter Lease”).

In conjunction with the Company’s January 2025 strategic restructuring to streamline its operations, in February 2025, the Company entered into a Second Amendment (the “Winter Street Amendment”) which will terminate the 840 Winter Lease on or before June 30, 2028 .

In connection with the Winter Street Amendment, the Company will pay the landlord lease modification payments totaling $ 78.0 million in three installments, with the first $ 34.0 million paid in February 2025, a second $ 30.0 million paid in April 2025 and the remaining $ 14.0 million paid in January 2026.

The Company is not subject to paying any base rent, operating expenses or other costs pursuant to the 840 Winter Lease after January 2025.

In conjunction with the Winter Street Amendment, also in February 2025, the Company entered into a lease agreement (the “Tech Square Lease”) with the same

landlord as the 840 Winter Lease, for office and laboratory space located at 400 Technology Square, Cambridge, Massachusetts (“400 Tech Square”).

Under the terms of the Tech Square Lease, the Company would initially lease approximately 101,000 square feet at 400 Tech Square (the “Initial Tech Square Premises”).

In addition, the Tech Square Lease would expand, in two tranches, to include approximately 46,000 square feet of additional office and laboratory space at 400 Tech Square representing the 5th and 7th floors (the “Additional Tech Square Premises”), when each such space becomes available.

The initial term of the Tech Square Lease is twelve years and three months beginning in September 2026 (the “Rent Commencement Date”).

The Company’s obligation to pay rent will start in December 2026.

The Company has an option to extend the Tech Square Lease for an additional term of five years .

As of the Rent Commencement Date, the base rent under the Tech Square Lease will be $ 108.00 per square foot per year, plus certain operating expenses and taxes.

The base rent is subject to scheduled annual increases of 3 % in July of each rent year.

In addition, the Company is entitled to receive up to $ 410.00 per square foot of tenant improvement allowances.

The Company accounted for the Winter Street Amendment and the Tech Square Lease as one combined contract under ASC 842, Leases (Topic 842) .

The Company identified two lease components, the premises at 840 Winter Street (“840 Winter”) and 400 Tech Square.

The total consideration in the combined contract is $ 244.4 million, which includes the undiscounted remaining lease payments of the 840 Winter and 400 Tech Square components and previous lease prepayments made under the original 840 Winter Lease.

The Company did not include the lease payments associated with the five-year extension option related to the Tech Square Lease as it is not reasonably certain of exercise.

The Company allocated $ 52.1 million of the consideration to the 840 Winter component and $ 192.3 million to the 400 Tech Square component based on relative standalone prices.

Upon allocation, the Company remeasured the 840 Winter lease liability as of the modification date based on the remaining lease payments and using an updated incremental borrowing rate of 6.6 %, which reduced the lease liability and right-of-use asset by $ 61.9 million.

After accounting for the modification in February 2025, the lease liability and right-of-use asset for the 840 Winter component were $ 46.5 million and $ 50.0 million, respectively.

Pursuant to the terms of the Winter Street Amendment, in September 2025, the landlord accelerated the termination with respect to approximately 6 % of the 840 Winter premises, resulting in the Company recording $ 2.5 million in accelerated amortization of the 840 Winter right-of-use asset within “General and administrative” expenses in the consolidated statement of operations and comprehensive loss for the twelve months ended December 31, 2025.

There were no changes to the remaining lease payments as a result of this partial termination.

As of December 31, 2025, the lease liability and right-of-use asset for the 840 Winter component were $ 16.9 million and $ 35.3 million, respectively.

In July and December 2025, the Company entered into the First and Second Amendment to the Tech Square Lease (the “Tech Square Lease Amendments”).

The Tech Square Lease Amendments made available 23,000 square feet on the 7th floor of the building, expanded the premises to include an additional 2,500 square feet on the first floor of Back of House Expansion space for various chemical, bulk, and waste storage (the “BOH Expansion Premises”) and clarified the total square footage to be leased under the Tech Square Lease.

The Company identified two additional lease components for the additional square feet made available due to the Tech Square Lease Amendments (the “7th floor component” and the “BOH Expansion component”).

In July 2025, construction of tenant improvements began.

The construction of tenant improvements for the Initial Tech Square Premises will be primarily funded by approximately $ 50.3 million of tenant improvement allowance and is expected to be completed in the second half of 2026.

As of December 31, 2025, the Tech Square component, 7th floor component and BOH Expansion component had not commenced for accounting purposes as the Company had not taken control over the premises and does not own the tenant improvements and therefore the Company did not record a right-of-use asset or lease liability.

The Company has recorded $ 46.2 million of prepaid rent related to the Tech Square Lease within “Prepaid expenses and other current assets” in the consolidated balance sheet as of December 31, 2025.

As of December 31, 2025, the Additional Tech Square Premises includes approximately 23,000 square feet representing the 5th floor, which has not yet been made available to the Company.

Excluded from the Future Operating Lease Payments table above is $ 154.5 million related to the Tech Square component, $ 36.6 million related to the 7th floor component and $ 4.0 million related to the BOH Expansion component as they have not yet commenced.

Property Subleases

The Company subleases certain real estate to third parties with remaining lease terms ranging from less than one year to three years.

In October 2025, the Company executed a sublease in which the cash flows are not expected to be sufficient to recover the carrying amount of the asset and the asset was written down to fair value.

The fair value was determined based on estimates of future discounted cash flows that are classified as Level 3 in the fair value hierarchy.

The Company recorded a $ 3.6 million

impairment of the right-of-use-asset within “General and administrative” expenses in the consolidated statement of operations and comprehensive loss for the year ended December 31, 2025.

Stock-Based Compensation

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Recipients of incentive stock options and non-qualified stock options are eligible to purchase shares of the Company’s common stock at an exercise price equal to the fair value of such stock on the grant date.

In June 2025, the Company adopted the 2025 Equity Incentive Plan (the “2025 Plan”).

The 2025 Plan provides for the grant of incentive stock options, non-qualified stock options, stock appreciation rights, RSAs, RSUs, unrestricted stock awards, cash-based awards and dividend equivalent rights.

The Company no longer grants any awards under the 2015 Plan.

The number of shares initially reserved for issuance under the 2025 Plan was 12,831,965 , which included 7,666,787 shares that remained available for grant under the 2015 Plan upon adoption of the 2025 Plan and an additional 5,165,178 shares authorized for issuance under the 2025 Plan.

The shares of common stock underlying any awards that are forfeited, cancelled, or otherwise terminated, other than by exercise, under the 2025 Plan and the 2015 Plan will be added back to the shares of common stock available for issuance under the 2025 Plan.

As of December 31, 2025, there were 12,733,313 shares available for future issuance under the 2025 Plan.

The number of shares reserved for issuance under the 2015 Plan will be cumulatively increased on each January 1 st by four percent of the number of shares of stock issued and outstanding on the immediately preceding December 31 st or such lesser number of shares of stock as determined by the board of directors.

In June 2024, the Company adopted the 2024 Inducement Plan (the “Inducement Plan”).

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In accordance with the Inducement Plan, 850,000 shares of common stock were reserved for future issuance.

there were 368,902 shares available for future issuance under the Inducement Plan as of December 31, 2024.

At December 31, 2025, 117,038 of those shares were available for issuance under the Inducement Plan.

Additionally, in December 2025, the Company adopted Amendment No.

1 to the Inducement Plan, which increased the number of shares of the Company’s common stock authorized for issuance under the Inducement Plan by 1,500,000 .

The Company intends for these shares to be registered and available for issuance in the first quarter of 2026.

Restricted Stock Units

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Unvested restricted stock units as of December 31, 2025

The weighted-average grant date fair value of all RSUs granted during the years ended December 31, 2025, 2024 and 2023 was $ 10.54 , $ 32.43 and $ 41.30 , respectively.

The total fair value of RSUs vested (measured on the date of vesting) for the years ended December 31, 2025, 2024 and 2023 was $ 22.9 million , $ 40.0 million and $ 24.9 million, respectively.

As of December 31, 2025, there was $ 42.7 million of unrecognized stock-based compensation expense related to all RSUs that are expected to vest.

These costs are expected to be recognized over a weighted average remaining vesting period of 1.42 years.

Restricted Stock Units - Service Awards

The Company awards RSUs with a service condition to new employees upon hire, non-employee directors upon appointment, and to existing employees and non-employee directors as part of their annual grant.

RSUs with a service condition granted to new and existing employees, and to non-employee directors upon appointment, under the 2015 Plan in 2024 and 2023 and the Inducement Plan in 2024 generally vest as to one-third on the first anniversary of the original vesting date, with the balance vesting annually over the remaining two years.

RSUs with a service condition granted to new and existing employees, and to non-employee directors upon appointment, generally vest as to one-third on the first anniversary of the original vesting date, with the balance vesting annually over the remaining two years.

RSUs granted to non-employee directors with a service condition as part of their annual grant generally vest on the first anniversary of the original vesting date.

In the year ended December 31, 2024, the Company granted 2,828,675 RSUs with a service condition to new and existing employees and non-employee directors, which have the potential to vest over a period of one to three years .

In the year ended December 31, 2025, the Company grante d 2,626,007 RSUs with a service condition to new and existing employees and non-employee directors, which have the potential to vest over a period of approximately three years .

The weighted average grant date fair value of these RSUs was $ 10.09 .

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Restricted Stock Units - Market Awards

In 2024, 2023 and 2022, market-based RSUs were granted to senior executives .

These RSUs have the potential to vest after a period of three years , with a vesting start date of January 1, 2024, 2023 and 2022, respectively, and the number of shares to be delivered will depend on the Company ’s Total Shareholder Return (“TSR”), a market condition, over that period relative to a defined group of biotechnology companies.

Since 2022, market-based RSUs have been granted to senior executives .

These RSUs have the potential to vest after a period of three years , with a vesting start date of January 1 in the year of grant, and the number of shares to be delivered will depend on the Company ’s TSR, a market condition, over that period relative to a defined group of biotechnology companies.

The number of market-based RSUs granted in the year ended December 31, 2025 , 2024 and 2023 was 223,600 , 286,084 and 181,743 , respectively.

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Restricted Stock Units - Performance-Based Awards with TSR Multiplier

Also in 2024, performance-based RSUs (“PSUs”) with a relative TSR modifier were granted to senior executives.

In 2024, performance-based RSUs (“PSUs”) with a relative TSR modifier were granted to senior executives .

The number of PSUs with a relative TSR modifier granted in the year ended December 31, 2024 was 486,617 .

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The Company recognizes compensation expense ratably over the required service period based on its estimate of the number of shares that will vest based upon the probability of achieving the performance goals.

There were no PSUs with a relative TSR modifier granted in the year ended December 31, 2025.

Unvested restricted stock units as of December 31, 2025 in the table above includes 352,662 PSUs with a TSR multiplier.

Restricted Stock Units - Performance-Based Awards

In 2022, the Company granted 66,296 performance-based RSUs to certain non-executive employees that would vest upon obtaining certain scientific milestones.

There were two separate tranches, each attached to a different set of milestones.

The milestone related to the first tranche, made up of 21,878 RSUs, was achieved in the first quarter of 2023 and these RSUs vested.

The remaining performance milestones were considered not probable of achievement as of December 31, 2024 and, therefore, no related stock-based compensation expense was recorded during the period then ending.

Unvested restricted stock units as of December 31, 2024 in the table above includes 44,418 performance-based RSUs.

The weighted-average grant date fair value of all RSUs granted during the year ended December 31, 2024, 2023 and 2022 was $ 32.43 , $ 41.30 and $ 70.90 , respectively.

The total fair value of RSUs vested (measured on the date of vesting) for the year ended December 31, 2024, 2023 and 2022 was $ 40.0 million , $ 24.9 million and $ 10.4 million, respectively.

As of December 31, 2024, there was $ 106.5 million of unrecognized stock-based compensation expense related to all RSUs that are expected to vest.

These costs are expected to be recognized over a weighted average remaining vesting period of 1.6 years .

Stock Options

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The simplified method deems the term to be the average of the time-to-vesting and the contractual life of the options.

The Company uses the simplified method because it does not have sufficient historical option exercise data to provide a reasonable basis upon which to estimate the expected term.

uses the simplified method because it does not have sufficient historical option exercise data to provide a reasonable basis upon which to estimate the expected term.

Expected Volatility.

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The Company has not paid cash dividends and has no intention to pay cash dividends in the future.

Stock options generally vest as to one-third on the first anniversary of the original vesting date, with the balance vesting monthly over the remaining two years, unless they contain specific vesting provisions.

The maximum term of stock options granted under the 2015 Plan and the Inducement Plan is ten years.

The maximum term of stock options granted under the 2015 Plan, the 2025 Plan and the Inducement Plan is ten years.

The following is a summary of stock option activity for the year ended December 31, 2025:

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Exercisable at December 31, 2025

The total intrinsic value (the amount by which the fair market value exceeded the exercise price) of stock options exercised during the year ended December 31, 2024, 2023 and 2022 was $ 3.1 million , $ 7.6 million, and $ 42.8 million, respectively.

The total intrinsic value (the amount by which the fair market value exceeded the exercise price) of stock options exercised during the years ended December 31, 2024 and 2023 was $ 3.1 million, and $ 7.6 million, respectively.

The total intrinsic value of stock options exercised during the year ended December 31, 2025 was not material.

As of December 31, 2025, there was $ 5.1 million of unrecognized compensation cost related to stock options that have not yet vested, which are expected to be recognized over a weighted average remaining vesting period of 1.3 years.

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As of December 31, 2025 , there were 1,024,879 shares available for future issuance under the 2016 Plan.

The number of shares reserved for issuance under the 2016 Plan will be cumulatively increased on each January 1 st by the lesser of a) one percent of the number of shares of common stock issued and outstanding on the immediately preceding December 31 st , b) 500,000 shares of common stock, or c) such lesser number of shares of common stock as determined by the board of directors.

The number of shares reserved for issuance under the 2016 Plan was cumulatively increased on January 1, 2026 by 500,000 shares of common stock.

During the year ended December 31, 2025, 2024 and 2023, the Company issued 332,018 , 220,590 and 142,079 shares of common stock under the 2016 Plan, respectively.

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Year Ended December 31,

(In thousands)

(In thousands except per share data)

Weighted average shares outstanding, basic

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Through December 31, 2025, the Company issued 26,313,157 shares of its common stock under the 2022 Sale Agreement, as amended.

During the year ended December 31, 2024 , the Company issued 7,004,370 shares of its common stock, in a series of sales, at an average price of $ 25.68 per share, in accordance with the 2022 Sale Agreement, as amended, for aggregate net proceeds of $ 174.8 million , after payment of cash commissions and approximately $ 0.3 million related to legal, accounting and other fees in connection with the sales.

During the year ended December 31, 2023, the Company issued 4,122,824 shares of its common stock, in a series of sales, at an average price of $ 30.57 per share, in accordance with the 2022 Sale Agreement for aggregate net proceeds of $ 121.9 million, after payment of cash commissions and legal, accounting and other fees in connection with the sales.

During the year ended December 31, 2025 , the Company issued 11,790,624 shares of its common stock, in a series of sales, at an average price of $ 11.15 per share, in accordance with the 2022 Sale Agreement, as amended, for aggregate net proceeds of $ 128.2 million , after commissions.

During the year ended December 31, 2024, the Company issued 7,004,370 shares of its common stock, in a series of sales, at an average price of $ 25.68 per share, in accordance with the 2022 Sale Agreement, as amended, for aggregate net proceeds of $ 174.8 million, after commissions and legal, accounting and other fees in connection with the sales.

During the year ended December 31, 2023, the Company issued 4,122,824 shares of its common stock, in a series of sales, at an average price of $ 30.57 per share, in accordance with the 2022 Sale Agreement for aggregate net proceeds of $ 121.9 million, after commissions and legal, accounting and other fees in connection with the sales.

As of December 31, 2023, $ 2.1 million of these proceeds are included in “Prepaid expenses and other current assets ” on the Company’s consolidated balance sheet, representing offerings with trade dates in December 2023 that were settled in January 2024.

During the year ended December 31, 2022, the Company issued 3,395,339 shares of its common stock, in a series of sales, at an average price of $ 57.43 per share, in accordance with the 2022 Sale Agreement for aggregate net proceeds of $ 189.0 million, after payment of cash commissions and legal, accounting and other fees in connection with the sales.

As of December 31, 2025, $ 117.7 million in shares of common stock remain eligible for sale under the 2022 Sale Agreement, as amended.

In 2015, the Company established the Intellia Therapeutics, Inc.

401(k) Plan (the “401(k) Plan”) for its employees, which is designed to be qualified under Section 401(k) of the Internal Revenue Code.

The Company maintains the Intellia Therapeutics, Inc.

401(k) Plan (the “401(k) Plan”) for its employees, which is designed to be qualified under Section 401(k) of the Code.

Eligible employees are permitted to contribute to the 401(k) Plan within statutory and 401(k) Plan limits.

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The Company made matching contributions of $ 2.6 million , $ 3.2 million and $ 3.3 million for the years ended December 31, 2025, 2024 and 2023, respectively.

Subsequent Events

Strategic Reorganization

In January 2025, the Company announced the prioritization of its current and near-term clinical programs and a strategic restructuring to streamline its operations.

The pipeline prioritization is intended to focus resources on high value programs, NTLA-2002 and nex-z, to ensure efficient execution, achieve near-term clinical milestones, and prepare Intellia for commercial launch.

As part of this prioritization, the Company discontinued development of NTLA-3001 for the treatment of alpha-1 antitrypsin deficiency-associated lung disease and select research-stage programs.

In connection with this portfolio prioritization and strategic restructuring, the Company implemented a net reduction of its employee headcount by approximately 27 %, which will take place over 2025.

The Company estimates that it will incur charges of approximately $ 8.0 million for severance and other employee termination-related costs, primarily in the first quarter of 2025.

These costs consist primarily of cash expenditures related to severance payments.

The Company estimates that the workforce reduction will be substantially completed in the first quarter of 2025.

The estimate of costs that the Company expects to incur, and the timing thereof, are subject to a number of assumptions and actual results may differ.

The Company may also incur additional costs not currently contemplated due to events that may occur as a result of, or that are associated with, the actions described above.

Real Estate Transactions

Tech Square Lease

On February 18, 20 25, the Company entered into a Lease Agreement (the “Tech Square Lease”) with ARE-Tech Square, LLC, an affiliate of Alexandria Real Estate Equities, Inc.

(the “Tech Square Landlord”) for office and laboratory space located at 400 Technology Square, Cambridge, Massachusetts (“400 Tech Square”).

Under the terms of the Tech Square Lease, the Company will initially lease approximately 101,000 square feet at 400 Tech Square (the “Initial Tech Square Premises”), which will supplement, and eventually replace certain parts of, the Company’s current leased premises in Cambridge, Massachusetts.

In addition, the Tech Square Lease will expand, in two tranches, to include approximately 46,000 square feet of additional office and laboratory space at 400 Tech Square (the “Additional Tech Square Premises”) when each such space becomes available.

The Tech Square Lease is expected to commence on July 1, 2025 (the “Commencement Date”) with respect to the Initial Tech Square Premises, and the Company’s obligation to pay rent will start on the date that is approximately 14 months after the Commencement Date (the “Rent Commencement Date”).

In addition, the lease of the Additional Tech Square Premises will commence when the Tech Square Landlord delivers such space to the Company, which is anticipated to occur in December 2027 and January 2028 (in each case, an “Additional Premises Commencement Date”), and the Company’s obligation to pay rent for such Additional Tech Square Premises will start on the date that is approximately 14 months after each Additional Premises Commencement Date (in each case, an “Additional Premises Rent Commencement Date”).

The Company shall not be obligated to pay the base rent for the applicable premises for three months after the Rent Commencement Date and each Additional Premises Rent Commencement Date, as applicable.

The initial term of the Tech Square Lease is twelve years and three months following the Rent Commencement Date, and the Company has an option to extend the Tech Square Lease for an additional term of five years .

As of the Rent Commencement Date, the base rent under the Tech Square Lease is expected to be $ 108.00 per square foot per year, plus certain operating expenses and taxes;

provided that the initial base rent may adjust based on certain criteria set forth in the lease.

The base rent is subject to scheduled annual increases of 3 % on the anniversary of the Commencement Date.

In addition, the Tech Square Landlord will contribute up to $ 41.5 million toward the cost of construction and tenant improvements for the Initial Tech Square Premises, and an additional amount toward the cost of construction and tenant improvements for the Additional Tech Square Premises.

Winter Street Amendment

On February 18, 20 25, the Company entered into a Second Amendment to Lease (the “Winter Street Amendment”) that amends the 840 Winter Lease.

Pursuant to the Winter Street Amendment, the 840 Winter Lease will terminate on or before June 30, 2028 .

The Company will pay to the landlord lease modification payments totaling $ 78.0 million in three installments in February 2025, April 2025, and January 2026, and the Company will not pay any base rent, operating expenses or other costs pursuant to the 840 Winter Lease after January 2025.

Segment Information

The accounting policies for the segment are the same as those described in Note 2, “Summary of Significant Accounting Policies.” The CODM evaluates the performance of the operating segment and allocates resources based on net loss that also is reported on the consolidated statements of operations and comprehensive loss.

The CODM uses net loss to monitor budget versus actual results and to analyze cash flows in assessing performance of the segment and allocating resources.

The measure of the operating segment assets is reported on the consolidated balance sheets as total assets.

The following table summarizes the reportable segment’s financial information:

Year Ended December 31,

Collaboration revenue

Research and development:

External development expenses - nex-z

External development expenses - lonvo-z

Other research and development (1) (2)

Total research and development

General and administrative (3)

Interest income

Loss from equity method investment

Other segment information (4)

Segment and consolidated net loss

(1) Includes unallocated research and development expenses, including stock-based compensation of $ 49.4 million, $ 94.2 million and $ 82.2 million for the years ended December 31, 2025, 2024 and 2023, respectively, as disclosed within Note 12, “Stock-Based Compensation.”

(2) Includes external costs pertaining to NTLA-3001 of $ 2.1 million, $ 8.7 million, and $ 17.3 million for the years ended December 31, 2025, 2024 and 2023, respectively.

As part of its strategic restructuring in 2025, the Company discontinued the NTLA-3001 program and as such, this expense data is no longer significant.

(3) Includes stock-based compensation of $ 30.8 million, $ 60.0 million and $ 51.8 million for the years ended December 31, 2025, 2024 and 2023, respectively, as disclosed within Note 12, “Stock-Based Compensation.”

(4) Includes change in fair value of investments and contingent consideration as disclosed in the Company’s consolidated statements of operations and comprehensive loss.

Depreciation and amortization expense totaled $ 9.8 million, $ 10.3 million and $ 9.0 million for the years ended December 31, 2025, 2024 and 2023, respectively.

EXHIBIT INDEX

1 unchanged sentence

Second Amended and Restated Certificate of Incorporation of the Registrant, as amended

Second Amended and Restated By-laws of the Registrant (1)

Third Amended and Restated By-laws of the Registrant (15)

Description of Certain Registrant’s Securities (14)

2015 Amended and Restated Stock Option and Incentive Plan and forms of award agreements thereunder (3)

2025 Equity Incentive Plan (16)

Senior Executive Cash Incentive Bonus Plan (5)

22 unchanged sentences

1, dated May 30, 2020, to the License and Collaboration Agreement, dated April 11, 2016, by and between the Company and Regeneron Pharmaceuticals, Inc.

Stock Purchase Agreement, dated May 30, 2020, by and between Intellia Therapeutics, Inc.

and Regeneron Pharmaceuticals, Inc.

Second Amended and Restated Corporate Bonus Plan, effective November 30, 2023 (16)

Third Amended and Restated Corporate Bonus Plan, effective June 25, 2025 (17)

Agreement and Plan of Merger, by and among Intellia Therapeutics, Inc., Rewrite Therapeutics, Inc., RW Acquisition Corp., and Shareholder Representative Services, LLC, as securityholder representative, dated as of February 2, 2022 (11)

Lease Agreement by and between the Registrant and Are-Winter Street Property, LLC, dated as of February 22, 2022 (11)

Amended and Restated Retirement Policy for Equity Awards, effective December 6, 2022 (9)

Second Amended and Restated Retirement Policy for Equity Awards, effective December 27, 2025

Amendment to Lease Agreement by and between the Registrant and Are-Winter Street Property, LLC, dated as of June 20, 2023 (10)

1 unchanged sentence

Third Amendment to License and Collaboration Agreement by and between Registrant and Regeneron Pharmaceuticals, Inc., dated September 29, 2023 (12)

Intellia Therapeutics, Inc.

2024 Inducement Plan and forms of award agreements thereunder (15)

Amendment No.

1 to the Intellia Therapeutics, Inc.

2024 Inducement Plan, effective as of December 4, 2025

Lease Agreement by and between the Registrant and ARE-Tech Square, LLC, dated as of February 18, 2025 (14)

Second Amendment to Lease Agreement by and between the Registrant and ARE-Winter Street Property, LLC, dated as of February 18, 2025 (14)

Employment Agreement between Intellia Therapeutics, Inc.

and Edward Dulac (15)

Amendment to Lease Agreement by and between the Registrant and ARE-Tech Square, LLC, dated as of July 2, 2025 (17)

Fourth Amended and Restated Insider Trading Policy (14)

31 unchanged sentences

001-37766) filed with the Securities and Exchange Commission on May 2, 2019

(9) Incorporated by reference to the Registrant’s Annual Report on Form 10-K (File No.

001-37766) filed with the Securities and Exchange Commission on February 23, 2023

(9) Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No.

8 unchanged sentences

001-37766) filed with the Securities and Exchange Commission on August 8, 2024

(15) Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No.

001-37766) filed with the Securities and Exchange Commission on June 26, 2024

(14) Incorporated by reference to the Registrant’s Annual Report on Form 10-K (File No.

001-37766) filed with the Securities and Exchange Commission on February 27, 2025

(15) Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No.

001-37766) filed with the Securities and Exchange Commission on April 7, 2025

(16) Incorporated by reference to Registration Statement on Form S-8 (File No.

333-287959) filed with the Securities and Exchange Commission on June 11, 2025

(17) Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q (File No.

001-37766) filed with the Securities and Exchange Commission on August 7, 2025

(18) The certifications furnished in Exhibit 32.1 hereto are deemed to accompany this Annual Report on Form 10-K and will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

37 unchanged sentences

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-K

Item 9A. Controls and Procedures