Intellia Therapeutics, Inc. 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures 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. Management recognizes that any disclosure controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives. Our disclosure controls and procedures have been designed to provide reasonable assurance of achieving their objectives. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of December 31, 2025. Management’s Annual Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) 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; • Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and • Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2025. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control—Integrated Framework (2013 framework) (“COSO”). Based on its assessment, management believes that, as of December 31, 2025, our internal control over financial reporting is effective based on those criteria. 87 Deloitte & Touche LLP, our independent registered public accounting firm, has issued an attestation report on the effectiveness of our internal control over financial reporting, which is included below. Changes in Internal Controls over Financial Reporting No change in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the three months ended December 31, 2025 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the stockholders and the Board of Directors of Intellia Therapeutics, Inc. Opinion on Internal Control over Financial Reporting We have audited the internal control over financial reporting of Intellia Therapeutics, Inc. and subsidiary (the “Company”) as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2025, of the Company and our report dated February 26, 2026, expressed an unqualified opinion on those financial statements. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. 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. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Deloitte & Touche LLP Boston, Massachusetts February 26, 2026 88 Item 9B. Other Information a) None. 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.” Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. 89 PART III Certain information required by Part III is omitted from this Annual Report on Form 10-K and is incorporated by reference from our definitive proxy statement to be filed with the Securities and Exchange Commission (the “SEC”) with respect to our 2026 Annual Meeting of Stockholders, pursuant to Regulation 14A of the Securities Exchange Act of 1934, as amended, which we expect to file with the SEC no later than April 30, 2026. Item 10. Directors, Executive Officers and Corporate Governance Information regarding our directors, including the audit committee and audit committee financial experts, and executive officers and compliance with Section 16(a) of the Exchange Act will be included in our 2026 Proxy Statement and is incorporated herein by reference. We have adopted a Code of Business, Conduct and Ethics for all of our directors, officers and employees as required by Nasdaq governance rules and as defined by applicable SEC rules. Stockholders may locate a copy of our Code of Business Conduct and Ethics on our website at www.intelliatx.com or request a copy without charge from: Intellia Therapeutics, Inc. Attention: Investor Relations 40 Erie Street, Suite 130 Cambridge, MA 02139 We will post to our website any amendments to the Code of Business, Conduct and Ethics, and any waivers that are required to be disclosed by the rules of either the SEC or Nasdaq. Item 11. Executive Compensation The information required by this item regarding executive compensation will be included in our definitive proxy statement to be filed with the SEC with respect to our 2026 Annual Meeting of Stockholders and is incorporated herein by reference. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The information required by this item regarding security ownership of certain beneficial owners and management and securities authorized for issuance under equity compensation plans will be included in our definitive proxy statement to be filed with the SEC with respect to our 2026 Annual Meeting of Stockholders and is incorporated herein by reference. Item 13. Certain Relationships and Related Transactions, and Director Independence The information required by this item regarding certain relationships and related transactions and director independence will be included in our definitive proxy statement to be filed with the SEC with respect to our 2026 Annual Meeting of Stockholders and is incorporated herein by reference. Item 14. Principal Accounting Fees and Services Information about aggregate fees billed to us by our independent principal accountant, Deloitte & Touche LLP (PCAOB ID No. 34), located in Boston, Massachusetts, will be presented in our definitive proxy statement to be filed with the SEC with respect to our 2026 Annual Meeting of Stockholders under the caption “Audit Committee Matters — Principal Accounting Firm Fees” and is incorporated herein by reference. 90 PART IV Item 15. Exhibits, Financial Statement Schedules (a) The following documents are included in this Annual Report on Form 10-K: 1. The following Report and Consolidated Financial Statements of the Company are included in this Annual Report: Report of Independent Registered Public Accounting Firm (PCAOB ID No.34) Consolidated Balance Sheets Consolidated Statements of Operations and Comprehensive Loss Consolidated Statements of Stockholders’ Equity Consolidated Statements of Cash Flows Notes to Consolidated Financial Statements 2. All financial schedules have been omitted because the required information is either presented in the consolidated financial statements or the notes thereto or is not applicable or required. 3. The exhibits required by Item 601 of Regulation S-K and Item 15(b) of this Annual Report on Form 10-K are listed in the Exhibit Index immediately preceding the signature page of this Annual Report on Form 10-K. The exhibits listed in the Exhibit Index are incorporated by reference herein. Item 16. Form 10-K Summary None. 91 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm (PCAOB ID No. 34 ) F- 1 Consolidated Balance Sheets F- 3 Consolidated Statements of Operations and Comprehensive Loss F- 4 Consolidated Statements of Stockholders’ Equity F- 5 Consolidated Statements of Cash Flows F- 6 Notes to Consolidated Financial Statements F- 7 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the stockholders and the Board of Directors of Intellia Therapeutics, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Intellia Therapeutics, Inc. and subsidiary (the "Company") as of December 31, 2025 and 2024, the related consolidated statements of operations and comprehensive loss, stockholders' equity, and cash flows, for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 26, 2026, expressed an unqualified opinion on the Company's internal control over financial reporting. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. 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. F- 1 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 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 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 Boston, Massachusetts February 26, 2026 We have served as the Company’s auditor since 2015. F- 2 PART I – FINANCI AL INFORMATION Item 1. Financi al Statements INTELLIA THERAPEUTICS, INC. CONSOLIDATED BALANCE SHEETS (Amounts in thousands except share and per share data) December 31, 2025 December 31, 2024 ASSETS Current assets: Cash and cash equivalents $ 155,464 $ 189,182 Marketable securities 294,420 412,333 Accounts receivable 9,468 8,517 Prepaid expenses and other current assets 68,359 29,831 Total current assets 527,711 639,863 Marketable securities - noncurrent 155,250 260,215 Property and equipment, net 17,671 27,381 Operating lease right-of-use assets 105,955 219,292 Investments and other assets 35,540 44,264 Total assets $ 842,127 $ 1,191,015 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 20,252 $ 14,589 Accrued expenses 49,862 55,355 Current portion of operating lease liability 26,480 20,246 Current portion of deferred revenue 7,290 20,661 Total current liabilities 103,884 110,851 Deferred revenue, net of current portion - 18,256 Long-term operating lease liability 66,849 189,952 Total liabilities 170,733 319,059 Commitments and contingencies (Note 8) Stockholders’ equity: Common stock, $ 0.0001 par value; 240,000,000 shares authorized at December 31, 2025 and December 31, 2024; 116,317,060 and 102,029,594 shares issued and outstanding at December 31, 2025 and December 31, 2024, respectively 12 10 Additional paid-in capital 3,260,444 3,048,741 Accumulated other comprehensive income 1,032 605 Accumulated deficit ( 2,590,094 ) ( 2,177,400 ) Total stockholders’ equity 671,394 871,956 Total liabilities and stockholders’ equity $ 842,127 $ 1,191,015 The accompanying notes are an integral part of these consolidated financial statements. F- 3 INTELLIA THERAPEUTICS, INC. CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Amounts in thousands except per share data) Year Ended December 31, 2025 2024 2023 Collaboration revenue $ 67,671 $ 57,877 $ 36,275 Operating expenses: Research and development 388,861 466,311 435,069 General and administrative 119,800 125,829 116,497 Total operating expenses 508,661 592,140 551,566 Operating loss ( 440,990 ) ( 534,263 ) ( 515,291 ) Other income, net: Interest income 29,195 47,807 49,832 Change in fair value of investments, net ( 899 ) ( 32,565 ) - Loss from equity method investment - - ( 15,633 ) Change in fair value of contingent consideration - - ( 100 ) Total other income, net 28,296 15,242 34,099 Net loss $ ( 412,694 ) $ ( 519,021 ) $ ( 481,192 ) Net loss per share, basic and diluted $ ( 3.81 ) $ ( 5.25 ) $ ( 5.42 ) Weighted average shares outstanding, basic and diluted 108,376 98,849 88,770 Other comprehensive income (loss): Unrealized gain on marketable securities 427 731 3,635 Other comprehensive gain from equity method investment - - 1,568 Comprehensive loss $ ( 412,267 ) $ ( 518,290 ) $ ( 475,989 ) The accompanying notes are an integral part of these consolidated financial statements. F- 4 INTELLIA THERAPEUTICS, INC. CONSOLIDATED S T ATEMENTS OF STOCKHOLDERS’ EQUITY (Amounts in thousands, except share data) Additional Accumulated Other Total Common Paid-In Comprehensive Accumulated Stockholders’ Shares Amount Capital Income (Loss) Deficit Equity Balance at December 31, 2022 87,103,007 $ 9 $ 2,420,223 $ ( 7,461 ) $ ( 1,177,187 ) $ 1,235,584 Issuance of common stock through at-the-market offerings, net of issuance costs of $ 376 4,122,824 - 121,870 - - 121,870 Contingent consideration paid to Rewrite Holders 567,045 - 24,126 - - 24,126 Exercise of stock options 385,130 - 6,599 - - 6,599 Vesting of restricted stock units 677,055 - - - - - Issuance of shares under employee stock purchase plan 142,097 - 3,929 - - 3,929 Stock-based compensation - - 134,050 - - 134,050 Other comprehensive income (loss) - unrealized gain on marketable securities - - - 3,635 - 3,635 Other comprehensive income (loss) - unrealized gain on equity method investment - - - 1,568 - 1,568 Net loss - - - - ( 481,192 ) ( 481,192 ) Balance at December 31, 2023 92,997,158 9 2,710,797 ( 2,258 ) ( 1,658,379 ) 1,050,169 Issuance of common stock through at-the-market offerings, net of issuance costs of $ 254 7,004,370 1 174,823 - - 174,824 Exercise of stock options 373,807 - 5,862 - - 5,862 Vesting of restricted stock units 1,433,669 - - - - - Issuance of shares under employee stock purchase plan 220,590 - 2,986 - - 2,986 Stock-based compensation - - 154,273 - - 154,273 Other comprehensive income (loss) - unrealized gain on marketable securities - - - 731 - 731 Reclassification of other comprehensive income (loss) - equity method investment - - - 2,132 - 2,132 Net loss - - - - ( 519,021 ) ( 519,021 ) Balance at December 31, 2024 102,029,594 10 3,048,741 605 ( 2,177,400 ) 871,956 Issuance of common stock through at-the-market offerings, net of issuance costs of $ 0 11,790,624 2 128,173 - - 128,175 Exercise of stock options 87,858 - 722 - - 722 Vesting of restricted stock units 2,076,966 - - - - - Issuance of shares under employee stock purchase plan 332,018 - 2,589 - - 2,589 Stock-based compensation - - 80,219 - - 80,219 Other comprehensive income (loss) - unrealized gain on marketable securities - - - 427 - 427 Net loss - - - - ( 412,694 ) ( 412,694 ) Balance at December 31, 2025 116,317,060 $ 12 $ 3,260,444 $ 1,032 $ ( 2,590,094 ) $ 671,394 The accompanying notes are an integral part of these consolidated financial statements. F- 5 INTELLIA THERAPEUTICS, INC. CONSOLIDATED STATEMENTS O F CASH FLOWS (Amounts in thousands) Year Ended December 31, 2025 2024 2023 CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ ( 412,694 ) $ ( 519,021 ) $ ( 481,192 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 9,767 10,285 8,976 Loss (gain) on disposal of property and equipment 527 ( 76 ) 72 Accelerated amortization/impairment of right-of-use assets 6,156 - - Stock-based compensation 80,219 154,273 134,050 Accretion of investment discounts and premiums ( 5,858 ) ( 17,817 ) ( 25,897 ) Change in fair value of investments, net 899 32,565 - (Recognition) deferral of equity method investment intra-entity profit on sales - ( 20,967 ) 6,624 Loss from equity method investment - - 15,633 Change in fair value of contingent consideration - - 100 Changes in operating assets and liabilities: Accounts receivable ( 951 ) 27,939 ( 32,688 ) Prepaid expenses and other current assets ( 26,352 ) 5,184 ( 27,168 ) Operating lease right-of-use assets 33,086 21,466 19,011 Other assets 2,811 917 ( 707 ) Accounts payable 5,987 6,800 2,522 Accrued expenses ( 5,271 ) ( 10,383 ) 6,024 Deferred revenue ( 28,111 ) ( 22,076 ) ( 2,778 ) Operating lease liabilities ( 54,951 ) ( 17,969 ) ( 16,668 ) Net cash used in operating activities ( 394,736 ) ( 348,880 ) ( 394,086 ) CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property and equipment ( 1,129 ) ( 5,778 ) ( 13,985 ) Purchases of marketable securities ( 322,510 ) ( 935,573 ) ( 904,464 ) Sales and maturities of marketable securities 551,670 1,066,918 887,102 Net cash provided by (used in) investing activities 228,031 125,567 ( 31,347 ) CASH FLOWS FROM FINANCING ACTIVITIES: Net proceeds from issuance of common stock through at-the-market offerings 128,175 176,899 119,795 Proceeds from options exercised 722 5,862 6,599 Issuance of shares through employee stock purchase plan 2,589 2,986 3,929 Net cash provided by financing activities 131,486 185,747 130,323 Net decrease in cash, cash equivalents and restricted cash equivalents ( 35,219 ) ( 37,566 ) ( 295,110 ) Cash, cash equivalents and restricted cash equivalents, beginning of period 202,787 240,353 535,463 Cash, cash equivalents and restricted cash equivalents, end of period $ 167,568 $ 202,787 $ 240,353 Reconciliation of cash, cash equivalents and restricted cash equivalents to consolidated balance sheet: Cash and cash equivalents $ 155,464 $ 189,182 $ 226,748 Restricted cash equivalents, included in investments and other assets 12,104 13,605 13,605 Total cash, cash equivalents and restricted cash equivalents $ 167,568 $ 202,787 $ 240,353 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: Purchases of property and equipment unpaid at period end $ 32 $ 577 $ 1,525 Reduction of right-of-use assets from remeasurement of lease liabilities 61,917 - - Operating lease liability arising from obtaining right-of-use assets - 112,821 1,311 Non-cash trade-in of property and equipment - 99 - Proceeds from at-the-market offerings unpaid at period end - - 2,075 Shares issued for Rewrite contingent consideration - - 24,126 The accompanying notes are an integral part of these consolidated financial statements. F- 6 INTELLIA THERAPEUTICS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. Nature of Operations Organization Intellia Therapeutics, Inc. (“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. The Company is subject to risks and uncertainties common to clinical-stage companies in the biotechnology industry, including, but not limited to, development by competitors of more advanced or effective therapies, dependence on key executives, protection of and dependence on proprietary technology, compliance with government regulations and ability to secure additional capital to fund operations. Programs currently in development or moving into development will require significant additional research and development efforts, including preclinical and clinical testing and regulatory approval prior to commercialization. These efforts require significant amounts of additional capital, adequate personnel and infrastructure and extensive compliance-reporting capabilities. Even if the Company’s product development efforts are successful, it is uncertain when, if ever, the Company will realize significant revenue from product sales. Liquidity Since its inception through December 31, 2025, the Company has funded its operations through its initial public offering (“IPO”) and concurrent private placements, follow-on public offerings, at-the-market offerings and the sale of convertible preferred stock, as well as through its collaboration agreements. The Company expects that its cash, cash equivalents and marketable securities as of December 31, 2025 will enable the Company to fund its ongoing operating expenses and capital expenditure requirements for at least the twelve-month period following the issuance of these consolidated financial statements. 2. Summary of Significant Accounting Policies Basis of Presentation The consolidated financial statements include the accounts of Intellia Therapeutics, Inc. and its wholly owned, controlled subsidiary, Intellia Securities Corp. All intercompany balances and transactions have been eliminated in consolidation. Comprehensive loss is comprised of net loss, unrealized gain (loss) on marketable securities and other comprehensive gain (loss) from equity method investment . Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. 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 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. Actual results could differ from those estimates. The Company periodically reviews its estimates in light of changes in circumstances, facts and experience. The effects of material revisions in estimates are reflected in the consolidated financial statements prospectively from the date of the change in estimate. F- 7 Fair Value Measurements The Company’s financial instruments include cash equivalents, restricted cash equivalents, marketable securities, accounts receivable, non-marketable securities, accounts payable and accrued expenses. 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. The pricing services utilize industry standard valuation models and observable market inputs to determine value. 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, “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. Cash Equivalents The Company considers all highly liquid investments with maturities of three months or less when purchased to be cash equivalents. As of December 31, 2025 and 2024, cash equivalents consisted of interest-bearing money market accounts, U.S. Treasury bills and other government securities. Restricted Cash Equivalents 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, 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 nat ure and are included in “Investments and other assets” in the Company’s consolidated balance sheets. Marketable Securities The Company’s marketable securities are accounted for as available-for-sale and recorded at fair value with the related unrealized gains and losses included in accumulated other comprehensive (loss) income, a component of stockholders’ equity. The Company reviews its investment portfolio to identify and evaluate investments that have an indication of possible other-than-temporary impairment. 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, “Marketable Securities”, for further information regarding the Company’s marketable securities. Investments in Equity Securities Investments in equity securities, other than equity method investments, are recorded at fair market value if fair value is readily determinable and any gains and losses are included in “Change in fair value of investments, net,” on the consolidated statement of operations and comprehensive loss. In the absence of a readily determinable fair value, the Company measures the investment at cost less impairment, plus or minus observable changes, if any. These investments are included in “Investments and other assets” in the Company’s consolidated balance sheets. Refer to Note 10, “Investments and Other Assets”, for further information regarding the Company’s investments in equity securities. Concentrations of Credit Risk The Company’s cash, cash equivalents, restricted cash equivalents and marketable securities may potentially be subject to concentrations of credit risk. 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. F- 8 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, 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. (“ReCode”) . Property and Equipment The Company records property and equipment at cost and recognizes depreciation and amortization using the straight-line method over the following estimated useful lives of the respective assets: Asset Category Useful Life Laboratory equipment 5 years Office furniture and equipment 5 years Computer software 3 years Computer equipment 3 years Leasehold improvements Shorter of useful life or remaining lease term Expenditures for repairs and maintenance of assets are expensed as incurred. Upon retirement or sale, the cost of assets disposed and the corresponding accumulated depreciation are removed from the related accounts and any resulting gain or loss is reflected in the results of operations . Impairment of Long-Lived Assets 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. Evaluation of recoverability of the asset or asset group is based on an estimate of undiscounted future cash flows resulting from the use of the asset or asset group and its eventual disposition. In the event that such cash flows are not expected to be sufficient to recover the carrying amount of the asset or asset group, the assets are written down to their estimated fair values. The impairment loss would be based on the excess of the carrying value of the impaired asset over its fair value, determined based on discounted cash flows. To date, the Company has not recorded any material impairment losses on long-lived assets. Leases The Company accounts for its leases in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) 842, Leases (Topic 842) (“ASC 842”). At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the facts and circumstances present in the arrangement. Leases with a term greater than one year are recognized on the balance sheet as right-of-use assets and short-term and long-term lease liabilities, as applicable. The Company has elected not to recognize leases with an original term of one year or less on the balance sheet. The Company does not have any financing leases. Operating lease liabilities and their corresponding right-of-use assets are initially recorded based on the present value of lease payments over the expected remaining lease term. Certain adjustments to the right-of-use asset may be required for items such as incentives received and prepaid lease payments. The interest rate implicit in lease contracts is typically not readily determinable. As a result, the Company utilizes its incremental borrowing rate to discount lease payments, which reflects the fixed rate at which the Company could borrow on a collateralized basis the amount of the lease payments in the same currency, for a similar term, in a similar economic environment. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term. The Company is required to pay fees for operating expenses in addition to monthly base rent for certain operating leases. The Company has elected the practical expedient which allows non-lease components to be combined with lease components for all asset classes. Variable lease payments are not included within the lease right-of-use asset and lease liability on the consolidated balance sheet, and instead are reflected as expense in the period they are incurred. The Company typically only includes an initial lease term in its assessment of a lease arrangement. Options to renew or terminate a lease are not included in the Company’s assessment unless there is reasonable certainty of execution. The lease commencement date is the date on which a lessor makes the underlying asset available for use by the Company. Lease payments (including F- 9 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. The Company’s real estate operating leases provide for scheduled annual rent increases throughout the lease terms. The Company recognizes the effects of the scheduled rent increases on a straight-line basis over the full terms of the lease. Tenant improvement allowances, if any, provided by a landlord are recorded as a reduction of the right-of-use asset related to that lease at lease commencement. Contingent Consideration 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. Income Taxes 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. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company’s deferred tax assets and liabilities are measured using enacted tax rates expected to apply in the years in which these temporary differences are expected to be recovered or settled. A valuation allowance is recorded to reduce deferred tax assets if it is determined that it is more likely than not that all or a portion of the deferred tax asset will not be realized. The Company considers many factors when assessing the likelihood of future realization of deferred tax assets, including recent earnings results, expectations of future taxable income, carryforward periods available and other relevant factors. The Company records changes in the required valuation allowance in the period that the determination is made. The Company assesses its income tax positions and records tax benefits for all years subject to examination based upon management’s evaluation of the facts, circumstances and information available as of the reporting date. For those tax positions where it is more likely than not that a tax benefit will be sustained, the Company records the largest amount of tax benefit with a greater than 50 % likelihood of being realized upon ultimate settlement with a taxing authority having full knowledge of all relevant information. For those income tax positions where it is not more likely than not that a tax benefit will be sustained, the Company does not recognize a tax benefit in the financial statements. The Company records interest and penalties related to uncertain tax positions, if applicable, as a component of income tax expense. Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606) and its related amendments (collectively known as “ASC 606”). At inception, the Company determines whether contracts are within the scope of ASC 606 or other topics. For contracts that are determined to be within the scope of ASC 606, revenue is recognized when a customer obtains control of promised goods or services. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled to receive in exchange for these goods and services. To achieve this core principle, the Company applies the following five steps: (i) identify the contract with the customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when or as the Company satisfies a performance obligation. The Company only applies the five-step model to contracts when the Company determines that collection of substantially all consideration for goods and services that are transferred is probable based on the customer’s intent and ability to pay the promised consideration. Performance obligations promised in a contract are identified based on the goods and services that will be transferred to the customer that are both capable of being distinct and are distinct in the context of the contract. To the extent a contract includes multiple promised goods and services, the Company applies judgment to determine whether promised goods and services are both capable of being distinct and distinct in the context of the contract. If these criteria are not met, the promised goods and services are accounted for as a combined performance obligation. 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 F- 10 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, “Collaborations”. In addition, none of the Company’s contracts as of December 31, 2025 or 2024 contained a significant financing component. If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation on a relative standalone selling price basis unless the transaction price is variable and meets the criteria to be allocated entirely to a performance obligation or to a distinct service that forms part of a single performance obligation. The consideration to be received is allocated among the separate performance obligations based on relative standalone selling prices. The Company typically determines standalone selling prices using an adjusted market assessment approach model. The Company satisfies performance obligations either over time or at a point in time. Revenue is recognized over time if either (i) the customer simultaneously receives and consumes the benefits provided by the entity’s performance, (ii) the entity’s performance creates or enhances an asset that the customer controls as the asset is created or enhanced, or (iii) the entity’s performance does not create an asset with an alternative use to the entity and the entity has an enforceable right to payment for performance completed to date. If the entity does not satisfy a performance obligation over time, the related performance obligation is satisfied at a point in time by transferring the control of a promised good or service to a customer. The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition. As of December 31, 2025, the Company’s revenue recognized is solely related to collaboration agreements with third parties which are either within the scope of ASC 606, under which the Company licenses certain rights to its product candidates to third parties, or within the scope of ASC 808, Collaborative Arrangements (“ASC 808”) if it involves a joint operating activity pursuant to which the Company is an active participant and is exposed to significant risks and rewards with respect to the arrangement. For the collaboration arrangements under the scope of ASC 606, as discussed in further detail in Note 9, the terms of these arrangements typically include payment to the Company of one or more of the following: nonrefundable, upfront fees; development, regulatory, and commercial milestone payments; research and development funding payments; and royalties on the net sales of licensed products. Additionally, the terms of certain arrangements may include an equity interest in the other company. Each of these payments results in collaboration revenues, except for revenues from royalties on the net sales of licensed products, which are classified as royalty revenues. For arrangements within the scope of ASC 808, the terms of these arrangements typically include payments received or made under the cost sharing provisions which are recognized as a component of revenues in the consolidated statements of operations and comprehensive loss. Licenses of intellectual property: If the license to the Company’s IP is determined to be distinct from the other performance obligations identified in the arrangement, the Company recognizes revenues from consideration allocated to the license when the license is transferred to the customer and the customer is able to use and benefit from the licenses. For licenses that are combined with other promises, the Company utilizes judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue. 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. Milestone payments that are not within the control of the Company or the licensee, such as regulatory approvals, are not considered probable of being achieved until those approvals are received and therefore revenue recognized is constrained as management is unable to assert that a reversal of revenue would not be probable. The transaction price is then allocated to each performance obligation on a relative standalone selling price basis, for which the Company recognizes revenue as or when the performance obligations under the contract are satisfied. At the end of each subsequent reporting period, the Company re-evaluates the probability of achievement of such development milestones and any related constraint and, if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis, which would affect collaboration revenues and earnings in the period of adjustment. Royalties: 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 F- 11 been satisfied (or partially satisfied). To date, the Company has not recognized any royalty revenue resulting from any of its collaboration agreements. The Company receives payments from its customers based on billing schedules or upon the achievement of milestones established in each contract. The Company’s contract liabilities consist of deferred revenue. Upfront payments and fees are recorded as deferred revenue upon receipt or when due and may require deferral of revenue recognition to a future period until the Company satisfies its obligations under these arrangements. The Company also considers the nature and contractual terms of an arrangement and assesses whether the arrangement involves a joint operating activity pursuant to which both the Company and the co-party to the arrangement is an active participant and is exposed to significant risks and rewards with respect to the arrangement. 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 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, “Collaborations”, for additional information regarding the Company’s collaboration agreements. Research and Development Expenses Research and development costs are expensed as incurred. Research and development costs consist of expenses incurred in performing research and development activities, such as salaries, stock-based compensation and benefits of employees, allocated facility-related expenses, overhead expenses, license, sublicense and milestone fees, contract research, clinical trial costs, development and manufacturing services, and other related costs. The Company records payments made for research and development services prior to the services being rendered as prepaid expenses on the consolidated balance sheet and expenses them as the services are provided. Contracts for multi-year research and development services are recorded on a straight-line basis over each annual contractual period based on the total contractual fee when the services rendered are expected to be substantially equivalent over the term of the arrangement. The cost of obtaining licenses for certain technology or IP is recorded to research and development expense when incurred if the licensed technology or IP has not yet reached technological feasibility and has no alternative future use. Stock-Based Compensation The Company’s share-based compensation programs grant awards that have included stock options and restricted stock units. Grants are awarded to employees and non-employees, including directors. Stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as an expense over the requisite service period. The fair value of stock option grants is estimated using the Black-Scholes option pricing model. Use of the valuation model requires management to make certain assumptions with respect to selected model inputs. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for a term consistent with the expected life of the stock options. Volatility assumptions are calculated based on historical volatility of the Company’s stock. The Company estimates the expected term of options using the simplified method. In addition, an expected dividend yield of zero is used in the option valuation model because the Company does not pay cash dividends and does not expect to pay any cash dividends in the foreseeable future. Forfeitures are recorded as they occur. The fair value of market-based restricted stock units and performance-based restricted stock units with a Total Shareholder Return (“TSR”) multiplier are determined using a Monte Carlo simulation model, which uses multiple input variables to determine the probability of satisfying the market condition requirements. For awards with service conditions only, the Company recognizes stock-based compensation expense on a straight-line basis over the requisite service period. For awards with performance or market-based conditions, the Company recognizes stock-based compensation expense using the accelerated attribution method over the requisite service period. Estimates of stock-based compensation expense for an award with performance conditions are based on the probable outcome of the performance conditions and the cumulative effect of any changes in the probability outcomes are recorded in the period in which the changes occur. The Company classifies stock-based compensation expense in its consolidated statement of operations and comprehensive loss in the same manner in which the award recipient’s salary and related costs are classified or in which the award recipient’s service payments are classified. F- 12 Net Loss per Share The Company calculates basic net loss per share by dividing net loss for each respective period by the weighted average number of common shares outstanding for each respective period. The Company computes diluted net loss per share after giving consideration to the dilutive effect of stock options and unvested restricted stock units that are outstanding during the period, except where such securities would be anti-dilutive. Segment Information The Company has identified one operating and reportable segment: the development of gene editing-based therapies. All of the Company’s material assets are held in the United States (“U.S.”) and all of the Company’s collaboration revenue has been generated in the U.S. The operating segment’s revenue is primarily generated through collaboration arrangements with third parties. The Company does not have any intra-entity sales or transfers. The Company manages all business activities on a consolidated basis. 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. Equity Method of Accounting In circumstances where the Company has the ability to exercise significant influence, but not control, over the operating and financial policies of an entity in which the Company has a common stock or in-substance common stock investment, the Company utilizes the equity method of accounting for recording related investment activity. In assessing whether the Company exercises significant influence, the Company considers the nature and magnitude of the investment, the voting and protective rights the Company holds, any participation in the governance of the other entity and other relevant factors such as the presence of a collaborative or other business relationship. Under the equity method of accounting, the Company’s investments are initially recorded at cost on the consolidated balance sheets. Upon recording an equity method investment, the Company evaluates whether there are basis differences between the carrying value and fair value of the Company’s proportionate share of the investee’s underlying net assets. Typically, the Company amortizes basis differences identified on a straight-line basis over the underlying assets’ estimated useful lives when calculating the attributable earnings or losses, excluding the basis differences attributable to in-process research and development (“IPR&D”) that has no alternative future use. If the Company is unable to attribute all of the basis difference to specific assets or liabilities of the investee, the residual excess of the cost of the investment over the proportional fair value of the investee’s assets and liabilities is considered to be equity method goodwill and is recognized within the equity investment balance, which is tracked separately within the Company’s memo accounts. The Company subsequently records in the consolidated statements of operations and comprehensive loss its share of income or loss of the other entity within other income/expense. If the share of losses exceeds the carrying value of the Company’s investment, the Company will suspend recognizing additional losses and will continue to do so unless it commits to providing additional funding; however, if there are intra-entity profits this can cause the investment balance to go negative. The Company evaluates its equity method investments for impairment whenever events or changes in circumstance indicate that the carrying amounts of such investments may be impaired and considers qualitative and quantitative factors including the investee's financial metrics, product and commercial outlook and cash usage. 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, 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, “Investments and Other Assets”, for further details regarding the transition out of the equity method of accounting. Recently Adopted Accounting Pronouncements In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): 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 F- 13 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. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This ASU requires disclosure of specified information about certain costs and expenses in the footnotes to the financial statements. This ASU is effective for annual periods beginning after December 15, 2026 and is applicable to the Company’s fiscal year beginning January 1, 2027, with early application permitted. 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. 3. Marketable Securities The following table summarizes the Company’s available-for-sale marketable securities: December 31, 2025 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value (In thousands) Marketable securities: U.S. Treasury and other government-backed securities $ 220,790 $ 345 $ ( 18 ) $ 221,117 Financial institution debt securities 146,375 458 ( 18 ) 146,815 Corporate debt securities 81,478 266 ( 6 ) 81,738 Total $ 448,643 $ 1,069 $ ( 42 ) $ 449,670 December 31, 2024 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value (In thousands) Marketable securities: U.S. Treasury and other government-backed securities $ 352,309 $ 580 $ ( 273 ) $ 352,616 Financial institution debt securities 217,544 528 ( 245 ) 217,827 Corporate debt securities 94,924 163 ( 160 ) 94,927 Other asset-backed securities 7,168 10 - 7,178 Total $ 671,945 $ 1,281 $ ( 678 ) $ 672,548 The amortized cost of available-for-sale securities is adjusted for amortization of premiums and accretion of discounts to maturity. There were no material realized gains or losses in the years ended December 31, 2025 or 2024. The Company did not reclassify any amounts out of accumulated other comprehensive loss during these periods. The Company generally does not intend to sell any investments prior to recovery of their amortized cost basis for any investment in an unrealized loss position. As such, the Company has classified these losses as temporary in nature. The Company’s available-for-sale securities that are classified as short-term marketable securities in the consolidated balance sheets mature within one year or less as of the balance sheet date. Available-for-sale securities that are classified as noncurrent in the consolidated balance sheets are those that mature after one year but within five years from the balance sheet date and that the Company does not intend to dispose of within the next twelve months. At December 31, 2025 and 2024, the Company did no t hold any marketable securities that matured beyond five years of the balance sheet date. Accrued interest on marketable securities is included in “Prepaid expenses and other current assets” on the Company’ s consolidated balance sheets. F- 14 4. Fair Value Measurements The Company classifies fair value-based measurements using a three-level hierarchy that prioritizes the inputs used to measure fair value. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows: Level 1, quoted market prices (unadjusted) in active markets for identical assets or liabilities; Level 2, observable inputs other than quoted market prices included in Level 1, such as quoted market prices for markets that are not active or other inputs that are observable or can be corroborated by observable market data; and Level 3, unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities, including certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs. The Company’s financial assets recognized at fair value on a recurring basis consisted of the following: December 31, 2025 Total Level 1 Level 2 Level 3 (In thousands) Assets Cash equivalents and restricted cash equivalents $ 92,263 $ 92,263 $ - $ - Marketable securities: U.S. Treasury and other government-backed securities 221,117 150,852 70,265 - Financial institution debt securities 146,815 - 146,815 - Corporate debt securities 81,738 - 81,738 - Total marketable securities 449,670 150,852 298,818 - Investment in Kyverna Therapeutics, Inc. 11,034 11,034 - - Total assets $ 552,967 $ 254,149 $ 298,818 $ - December 31, 2024 Total Level 1 Level 2 Level 3 (In thousands) Assets Cash equivalents and restricted cash equivalents $ 66,898 $ 66,898 $ - $ - Marketable securities: U.S. Treasury and other government-backed securities 352,616 169,735 182,881 - Financial institution debt securities 217,827 - 217,827 - Corporate debt securities 94,927 - 94,927 - Other asset-backed securities 7,178 - 7,178 - Total marketable securities 672,548 169,735 502,813 - Investment in Kyverna Therapeutics, Inc. 4,390 4,390 - - Total assets $ 743,836 $ 241,023 $ 502,813 $ - 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. The pricing services utilize industry standard valuation models and observable market inputs to determine value. 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 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, “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 and is accounted for using the measurement alternative at cost minus impairment, adjusted for F- 15 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. The AvenCell investment is included in “Investments and other assets” on the consolidated balance sheet as of December 31, 2025. The Company previously accounted for the AvenCell investment under the equity method; 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 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 ( 95 %), and the risk free rate ( 3.9 %) . The carrying value of the Company’s investment in AvenCell was $ 7.9 million as of December 31, 2025 and 2024 . Contingent Consideration 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. 5. Property and Equipment, Net Property and equipment, net consisted of the following: December 31, 2025 2024 (In thousands) Laboratory equipment $ 67,869 $ 68,354 Office furniture and equipment 2,633 2,632 Computer software 1,921 1,902 Computer equipment 655 985 Leasehold improvements 3,199 3,199 Total property and equipment 76,277 77,072 Less: accumulated depreciation and amortization ( 58,606 ) ( 49,691 ) Property and equipment, net $ 17,671 $ 27,381 Depreciation and amortization expense was $ 9.8 million , $ 10.3 million and $ 9.0 million for the years ended December 31, 2025, 2024 and 2023, respectively. F- 16 6. Accrued Expenses Accrued expenses consisted of the following: December 31, 2025 2024 (In thousands) Accrued research and development $ 17,366 $ 26,362 Employee compensation and benefits 23,072 24,075 Accrued legal and professional expenses 2,242 2,845 Accrued other 7,182 2,073 Total accrued expenses $ 49,862 $ 55,355 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. 7. Income Taxes 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. 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 2025 Provision for income taxes at U.S. federal statutory rate ( 21.0 )% $ ( 86,666 ) Tax credits: Research and development credits ( 2.3 ) ( 9,547 ) Orphan drug credits ( 6.5 ) ( 26,678 ) Changes in valuation allowances 25.1 103,507 Non-taxable or non-deductible items: Stock-based compensation 4.5 18,718 Other reconciling items 0.2 666 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: 2024 2023 Federal statutory income tax rate ( 21.0 )% ( 21.0 )% State income taxes ( 7.9 ) ( 8.6 ) Research and development tax credits ( 7.4 ) ( 6.9 ) Stock-based compensation 2.0 1.6 Non-deductible officers' compensation 0.1 - Change in valuation allowance 34.2 34.9 Effective income tax rate — % — % F- 17 The Company’s net deferred tax assets (liabilities) consisted of the following: December 31, 2025 2024 (in thousands) Deferred tax assets: Net operating loss carryforwards $ 457,009 $ 296,766 Research and development credit carryforwards 243,725 200,816 Section 174 capitalized research 168,503 216,469 Operating lease liability 25,502 57,438 Deferred revenue 1,562 10,634 Stock-based compensation 26,036 34,827 Accruals and allowances 5,642 5,468 Prepaid rent 899 4,410 Equity investment adjustments 14,743 16,560 Intangibles, including in-process research and development 773 920 Capitalized start-up costs 167 211 Gross deferred tax assets 944,561 844,519 Deferred tax asset valuation allowance ( 914,641 ) ( 783,211 ) Total deferred tax assets 29,920 61,308 Deferred tax liabilities: Fixed assets ( 968 ) ( 1,385 ) Operating lease right-of-use assets ( 28,952 ) ( 59,923 ) Total deferred tax liabilities ( 29,920 ) ( 61,308 ) Net deferred tax asset (liability) $ - $ - 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. 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 $ 1,634.4 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. As of December 31, 2025 and 2024, the Company also had state net operating loss carryforwards of $ 1,678.0 million and $ 1,079.2 million, respectively, which may be available to offset future income tax liabilities and begin to expire in 203 4 . F- 18 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, 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. The Company concluded it is more likely than not that its net deferred tax assets would not be realized in the future; 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 $ 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 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. 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 Sections 382 and 383 of the Code. 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. 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 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 e xpense if they arise. The Company files income tax returns in the U.S. federal tax jurisdiction and Massachusetts and various other state tax jurisdictions. The Company is subject to examination by the Internal Revenue Service, Massachusetts taxing authorities and state taxing authorities for tax year 2022 through present. To the extent that the Company has tax attribute carryforwards, the tax year in which the attributes were generated may still be adjusted upon examination by the Internal Revenue Service or State taxing authorities to the extent utilized in a future period. The returns in these jurisdictions since inception remain open for examination. 8. Commitments and Contingencies Litigation From time to time, the Company may be involved in legal and administrative proceedings and claims of various types. In some actions, the claimants seek damages, as well as other relief, which, if granted, would require significant expenditures. The Company records a liability in its consolidated financial statements for these matters when a loss is known or considered probable and the amount can be reasonably estimated. The Company reviews these estimates each accounting period as additional information is known and adjusts the loss provision when appropriate. If a matter is both probable to result in a liability to the Company and the amount of the loss can be reasonably estimated, the Company estimates and discloses the possible loss or range of loss. If the loss is not probable or cannot be reasonably estimated, a liability is not recorded in its consolidated financial statements. BlueAllele Corp. v. Intellia Therapeutics, Inc. On July 8, 2024, BlueAllele Corp. (“BlueAllele”) filed a complaint alleging infringement by the Company of various patents in the U.S. 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. 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. On January 6, 2025, the Company filed its answer and counterclaims, and BlueAllele filed a motion to dismiss the Company’s counterclaims on January 27, 2025. On February 21, 2025, the court substantially denied BlueAllele’s motion to dismiss, and granted the motion with respect to one counterclaim. 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. F- 19 Gonzalez v. Intellia Therapeutics, Inc. On February 11, 2025, a purported stockholder of the Company filed a lawsuit, captioned Gonzalez v. Intellia Therapeutics, Inc. , No. 1:25-cv-01353 (D. Mass.), in the U.S. 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. Aiello v. Bhanji et al. On May 15, 2025, a purported stockholder of the Company filed a stockholder derivative lawsuit, captioned Aiello v. Bhanji et al. (C.A. No. 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. License and Other Agreements 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, 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. 9. Collaborations and Other Arrangements 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. The following table presents changes in the Company’s accounts receivable and contract liabilities (in thousands): Balance at Beginning of Period Additions Deductions Balance at End of Period Year ended December 31, 2025 Accounts receivable $ 8,517 $ 38,740 $ ( 37,789 ) $ 9,468 Contract liabilities - deferred revenue $ 38,917 $ 1,748 $ ( 33,375 ) $ 7,290 Balance at Beginning of Period Additions Deductions Balance at End of Period Year ended December 31, 2024 Accounts receivable $ 36,456 $ 26,524 $ ( 54,463 ) $ 8,517 Contract liabilities - deferred revenue $ 60,993 $ - $ ( 22,076 ) $ 38,917 F- 20 The Company recognized the following revenues as a result of changes in the contract liability balance (in thousands): Year Ended December 31, Revenue recognized in the period from: 2025 2024 2023 Amounts included in the contract liability at the beginning of the period $ 29,684 $ 22,076 $ 23,462 The Company has not incurred significant expenses to obtain collaboration agreements and costs to fulfill those contracts do not generate or enhance resources of the Company. As such, no costs to obtain or fulfill a contract have been capitalized in any period. Regeneron Pharmaceuticals, Inc. In April 2016, the Company entered into a license and collaboration agreement with Regeneron (as amended from time to time, the “2016 Regeneron Agreement”). The 2016 Regeneron Agreement has two principal components: i) a product development component under which the parties will research, develop and commercialize CRISPR/Cas-based therapeutic products primarily focused on genome editing in the liver, and ii) a technology collaboration component, pursuant to which the Company and Regeneron will engage in research-related activities aimed at discovering and developing novel technologies and improvements to CRISPR/Cas technology to enhance the Company’s genome editing platform. Under this agreement, the Company also may access the Regeneron Genetics Center and proprietary mouse models to be provided by Regeneron for a limited number of the Company’s liver programs. At the inception of the 2016 Regeneron Agreement, Regeneron selected the first of its 10 targets, transthyretin (“ATTR”) amyloidosis, which is subject to a co-development and co-promotion agreement between the Company and Regeneron (the “ATTR Co/Co”). In connection with the 2016 Regeneron Agreement, the Company received a nonrefundable upfront payment of $ 75.0 million. In addition, on Regeneron programs that are not subject to Co/Co agreements, the Company may be eligible to earn, on a per-licensed target basis, (i) up to $ 25.0 million in development milestones, including for the dosing of the first patient in each of Phase I, Phase II and Phase III clinical trials, (ii) up to $ 110.0 million in regulatory milestones, including for the acceptance of a regulatory filing in the U.S., and for obtaining regulatory approval in the U.S. 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 its in-license agreement with Caribou Biosciences, Inc. 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. In May 2020, the Company entered into (i) amendment no. 1 (the “2020 Regeneron Amendment”) to the 2016 Regeneron Agreement, (ii) co-development and co-funding agreements for the treatment of hemophilia A and hemophilia B (the “Hemophilia Co/Co”) agreements and (iii) a stock purchase agreement. The collaboration expansion builds upon the jointly developed targeted transgene insertion capabilities designed to durably restore missing therapeutic protein, and to overcome the limitations of traditional gene therapy. The technology collabora tion was extended until April 2024, at which point Regeneron would have an option to renew for an additional two years. The 2020 Regeneron Amendment also granted Regeneron exclusive rights to develop products for five additional in vivo CRISPR/Cas-based therapeutic liver targets and non-exclusive rights to independently develop and commercialize up to 10 ex vivo gene edited products made using certain defined cell types. As part of the consideration for the 2020 Regeneron Amendment, Regeneron paid the Company an upfront payment of $ 70.0 million, which included the $ 25.0 million fee to extend the Technology Collaboration Term, as defined in the 2016 Regeneron Agreement, to April 2024 . The potential future milestones and royalties remain unchanged from the 2016 Regeneron Agreement. In addition, on May 30, 2020 , the Company and Regeneron entered into the 2020 Stock Purchase Agreement. Under the 2020 Stock Purchase Agreement, the Company sold to Regeneron 925,218 shares of its common stock, par value $ 0.0001 per share, for aggregate cash consideration of $ 30.0 million, or $ 32.42 per share (the “Equity Transaction”), representing a 100 % premium over the volume-weighted average trading price of the Company’s common stock during the 30-day period prior to the closing of the Equity Transaction. 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. F- 21 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: Accounting Analysis. 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. 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. The transaction price of the 2024 Technology Collaboration Extension was determined to be $ 51.7 million, which is comprised of the $ 11.4 million remaining consideration under the 2020 Regeneron Amendment as of the modification date, the $ 30.0 million extension fee and the $ 10.3 million cumulative catch-up adjustment. The $ 51.7 million transaction price was allocated to the performance obligations including the licenses to targets and associated research activities and evaluation plans and the combined performance obligation including the technology collaboration and associated research activities, on a relative standalone selling price basis. As a result of this evaluation, the Company allocated $ 48.3 million to the combined performance obligation including the licenses to targets and associated research activities and evaluation plans and $ 3.4 million to the combined performance obligation including the technology collaboration and associated research activities, which are being recognized using a time elapsed inputs method from the October 2023 extension date through April 2026, the remaining period of the collaboration. The Company recognized $ 20.8 million, $ 20.7 million and $ 11.7 million of collaboration revenue in the years ended December 31, 2025, 2024 and 2023, respectively, in the consolidated statements of operations and comprehensive loss related to the 2016 Regeneron Agreement, the 2020 Regeneron Amendment and the 2024 Technology Collaboration Extension. 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. 2023 Regeneron Amendment: Accounting Analysis . The Company concluded that the accounting for the 2023 Regeneron Amendment is within the scope of ASC 606. The Company identified one performance obligation, the transfer of the license and performance of collaborative research and development activities. There is no upfront consideration related to the 2023 Regeneron Amendment. As the 2023 Regeneron Amendment progresses, the Company and Regeneron will share research costs equally. 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 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. The Company concluded that the ATTR Co/Co and Hemophilia Co/Co agreements meet the definition of a collaborative arrangement per ASC 808, which is outside of the scope of ASC 606. Since ASC 808 does not provide recognition and measurement guidance for collaborative arrangements, the Company has analogized to ASC 606. 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. 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 $ 0.2 million, $ 11.7 million F- 22 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. SparingVision SAS 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. 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 was within the scope of ASC 606. The Company evaluated the promised goods and services and determined that it included one performance obligation: a combined performance obligation including the license to the CRISPR technology as well as ongoing research and support services, including participation in a joint steering committee (“JSC”). The transaction price was determined to be $ 14.8 million, which represents the fair value of the Company's equity interest in SparingVision at the time of closing. 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 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. (“ReCode”) 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. 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 The Company has existing license and collaboration agreements with AvenCell, Kyverna, and ONK Therapeutics, Ltd. (“ONK”). Since December 31, 2024, there have been no material changes to the key terms of the AvenCell, Kyverna and ONK license and collaboration agreements. 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 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, F- 23 2024. 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. 10. Investments and Other Assets Investments and other assets consisted of the following: December 31, 2025 2024 (In thousands) Investment in Kyverna $ 11,034 $ 4,390 Other investments 11,424 22,481 Restricted cash equivalents, long-term 12,104 13,605 Prepaid expenses and other assets, long-term 978 3,788 Total investments and other assets $ 35,540 $ 44,264 Kyverna Therapeutics, Inc. 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. 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. As of December 31, 2023 , the Company held a 33.33 % equity interest in AvenCell and accounted for its investment using the equity method of accounting, as the Company had significant influence, but not control, over AvenCell, and the investment was valued at $ 11.8 million. During the first quarter of 2024, in conjunction with the completion of a debt financing, AvenCell increased the size of their board, with a single investor having control over AvenCell’s operational and financial decisions. From that point forward, the Company no longer had the ability to exercise significant influence over AvenCell, and therefore the Company’s investment in AvenCell has been accounted for in accordance with ASC 321, Investments in Equity Securities (“ASC 321”) and AvenCell is no longer considered to be a related party. 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 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. 11. Leases Property Leases 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 are classified as operating leases. F- 24 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. The following table contains a summary of the lease costs recognized and other information pertaining to the Company’s operating leases: Year Ended December 31, 2025 2024 (In thousands) Lease cost Operating lease cost $ 42,313 $ 30,648 Variable lease cost 7,929 8,535 Sublease income ( 1,871 ) ( 1,674 ) Net lease cost $ 48,371 $ 37,509 Year Ended December 31, 2025 2024 (In thousands) Other information Operating cash flows used for operating leases $ 63,967 $ 27,152 Reduction of right-of-use assets from remeasurement of lease liabilities 61,917 - Operating lease liabilities arising from obtaining right-of-use assets - 112,821 As of December 31, 2025 2024 Lease term and discount rate Weighted average remaining lease term 4.5 years 8.9 years Weighted average discount rate 7.54 % 7.45 % The table below reconciles the undiscounted cash flows for each of the next five years and total of the remaining years to the operating lease liabilities recorded in the consolidated balance sheet as of December 31, 2025: Future Operating Lease Payments Year Ending December 31, (in thousands) 2026 $ 32,219 2027 24,125 2028 15,637 2029 12,666 2030 13,043 Thereafter 13,549 Total lease payments $ 111,239 Less: imputed interest ( 17,910 ) Total operating lease liabilities at December 31, 2025 $ 93,329 840 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 F- 25 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 F- 26 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. 12. Stock-Based Compensation Stock-based compensation expense is classified in the consolidated statements of operations and comprehensive loss as follows: Year Ended December 31, 2025 2024 2023 (In thousands) Research and development $ 49,440 $ 94,230 $ 82,211 General and administrative 30,779 60,043 51,839 Total $ 80,219 $ 154,273 $ 134,050 Stock Option and Incentive Plans In April 2016, the Company adopted the Amended and Restated 2015 Stock Option and Incentive Plan (the “2015 Plan”). The 2015 Plan provides for the grant of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock awards (“RSAs”), restricted stock units (“RSUs”) and other stock-based awards. 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. 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. 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. In June 2024, the Company adopted the 2024 Inducement Plan (the “Inducement Plan”). The Inducement Plan provides for the grant of non-qualified stock options, stock appreciation rights, RSAs, RSUs, unrestricted stock awards and dividend equivalent rights to individuals who are not employed by the Company. Recipients of 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 accordance with the Inducement Plan, 850,000 shares of common stock were reserved for future issuance. 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 The following table summarizes the Company’s RSU activity for the year ended December 31, 2025: Number of Shares Weighted Average Grant Date Fair Value per Share Unvested restricted stock units as of December 31, 2024 5,547,530 $ 39.13 Granted 2,869,607 10.54 Vested ( 2,076,966 ) 40.70 Cancelled ( 1,144,050 ) 38.71 Unvested restricted stock units as of December 31, 2025 5,196,121 $ 22.80 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. F- 27 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, 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, 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 . Unvested restricted stock units as of December 31, 2025 in the table above includes 4,227,321 RSUs that are service-based. Restricted Stock Units - Market Awards 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. The grant date fair value for the market-based RSUs, calculated using a Monte Carlo valuation model, was $ 15.76 , $ 51.12 and $ 68.55 , respectively. The following assumptions were used to determine the grant date fair value for the three years, respectively: risk free interest rate: 3.99 %, 4.28 % and 4.60 %; expected volatility: 67.6 %, 77.2 % and 84.34 %. The expected term for all grants was approximately 3.0 years; the expected dividend yield was 0.0 %. Unvested restricted stock units as of December 31, 2025 in the table above includes 596,138 RSUs that are market-based. Restricted Stock Units - Performance-Based Awards with TSR Multiplier 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 . These PSUs, to the extent earned, shall vest on January 1, 2027, and the number of shares to be delivered will be determined based upon the achievement of certain performance goals, which can range from 0 % to 200 %. Following the determination of the achievement of performance criteria, the amount of shares awarded will be subject to adjustment based on the application of a TSR modifier, which can range from 75 % to 125 %. The grant date fair value for these PSUs, calculated using a Monte Carlo valuation model, was $ 36.16 . The following assumptions were used to determine the grant date fair value: risk free interest rate: 4.28 %; expected volatility: 77.2 %; expected term: approximately 3.0 years; expected dividend yield: 0.0 %. 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. Stock Options The weighted average grant date fair value of options, estimated as of the grant date using the Black-Scholes option pricing model, was $ 6.80 , $ 21.21 and $ 28.92 per option for those options granted during the year ended December 31, 2025 , 2024 and 2023, respectively. Weighted average assumptions used to apply this pricing model were as follows: Year Ended December 31, 2025 2024 2023 Risk-free interest rate 4.1 % 4.2 % 4.4 % Expected term of options 6.0 years 6.0 years 6.0 years Expected volatility of underlying stock 76.0 % 76.3 % 78.7 % Expected dividend yield 0.0 % 0.0 % 0.0 % Risk-free Interest Rate. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant with maturities approximately equal to the option’s expected term. Expected Term. The expected term represents the period that stock option awards are expected to be outstanding. For option grants that are considered to be “plain vanilla,” the Company determines the expected term using the simplified method. The simplified method deems the term to be the average of the time-to-vesting and the contractual life of the options. The Company F- 28 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. Expected volatility is estimated based on actual movements in the Company’s stock price over the most recent historical periods, over the expected term of their stock option grants. Expected Dividend Yield. 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 other specific vesting provisions. 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: Number of Options Weighted Average Exercise Price per Share Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (In years) (In thousands) Outstanding at December 31, 2024 5,412,786 $ 47.27 6.18 $ 350 Granted 783,901 9.90 Exercised ( 87,858 ) 8.22 Forfeited ( 935,063 ) 59.97 Outstanding at December 31, 2025 5,173,766 $ 39.98 5.97 $ 50 Exercisable at December 31, 2025 4,092,442 $ 46.42 5.18 $ - 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. Employee Stock Purchase Plan In May 2016, the Company adopted the 2016 Employee Stock Purchase Plan (the “2016 Plan”). The 2016 Plan allows eligible employees to purchase shares of the Company’s common stock on the last day of each predetermined six-month offering period at 85 % of the lower of the fair market value per share at the beginning or end of the applicable offering period. The 2016 Plan provides for six-month offering periods beginning in January and July of each year. 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 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. The weighted-average purchase prices of shares issued under the 2016 Plan were $ 7.80 , $ 13.54 and $ 27.65 per share for the year ended December 31, 2025, 2024 and 2023, respectively. The fair value of shares under the 2016 Plan was estimated at the beginning of the offering period using a Black-Scholes option-pricing model with the following assumptions: Year Ended December 31, 2025 2024 2023 Risk-free interest rate 4.24 %- 4.29 % 5.24 %- 5.37 % 4.7 %- 5.53 % Expected term (in years) 0.5 years 0.5 years 0.5 years Expected volatility of underlying stock 66.2 %- 92.16 % 56.7 %- 59.0 % 60.4 %- 69.2 % Expected dividend yield 0.0 % 0.0 % 0.0 % F- 29 13. Loss Per Share The Company calculates basic loss per share by dividing net loss for each respective period by the weighted average number of common shares outstanding for each respective period. The Company computes diluted loss per share after giving consideration to the dilutive effect of stock options and unvested restricted stock units that are outstanding during the period, except where such securities would be anti-dilutive. Basic and diluted loss per share was calculated as follows: Year Ended December 31, 2025 2024 2023 (In thousands except per share data) Net loss $ ( 412,694 ) $ ( 519,021 ) $ ( 481,192 ) Weighted average shares outstanding, basic and diluted 108,376 98,849 88,770 Net loss per share, basic and diluted $ ( 3.81 ) $ ( 5.25 ) $ ( 5.42 ) The following common stock equivalents were excluded from the calculation of diluted loss per share because their inclusion would have been anti-dilutive: Year Ended December 31, 2025 2024 2023 (In thousands) Unvested restricted stock units 5,196 5,547 4,042 Stock options 5,174 5,413 5,459 10,370 10,960 9,501 14. Stockholders’ Equity At-the-Market Offering Programs 2022 Sale Agreement In 2022, the Company entered into an Open Market Sale Agreement (the “2022 Sale Agreement”) with Jefferies LLC (“Jefferies”), under which Jefferies was able to offer and sell, from time to time in “at-the-market” offerings, shares of the Company’ s common stock having aggregate gross proceeds of up to $ 400.0 million. I n February 2024, the Company entered into an amendment to the 2022 Sale Agreement (the “2022 Sale Agreement, as amended”) to increase the size of the at-the-market offering program from $ 400.0 million to $ 750.0 million. The Company agreed to pay cash commissions of up to 3.0 % of the gross proceeds of sales of common stock under the 2022 Sale Agreement, as amended. 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, 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. As of December 31, 2025, $ 117.7 million in shares of common stock remain eligible for sale under the 2022 Sale Agreement, as amended. 15. 401(k) Plan 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. The Company makes matching contributions of 50 % of the first 6 % of employee contributions. 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. F- 30 16. 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, 2025 2024 2023 Collaboration revenue $ 67,671 $ 57,877 $ 36,275 Less: Research and development: External development expenses - nex-z 90,458 69,793 54,454 External development expenses - lonvo-z 47,748 42,173 24,560 Other research and development (1) (2) 250,655 354,345 356,055 Total research and development 388,861 466,311 435,069 General and administrative (3) 119,800 125,829 116,497 Interest income ( 29,195 ) ( 47,807 ) ( 49,832 ) Loss from equity method investment - - 15,633 Other segment information (4) 899 32,565 100 Segment and consolidated net loss $ ( 412,694 ) $ ( 519,021 ) $ ( 481,192 ) (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. F- 31 EXHIBIT INDEX Exhibit No. Exhibit Index 3.1* Second Amended and Restated Certificate of Incorporation of the Registrant, as amended 3.2 Third Amended and Restated By-laws of the Registrant (15) 4.1 Description of Certain Registrant’s Securities (14) 10.1# 2025 Equity Incentive Plan (16) 10.2# Senior Executive Cash Incentive Bonus Plan (5) 10.3† License Agreement dated as of July 16, 2014 by and between the Registrant (as successor in interest of Intellia Therapeutics, LLC) and Caribou Biosciences, Inc. (4) 10.4† Services Agreement dated as of July 16, 2014 by and between the Registrant (as successor in interest of Intellia Therapeutics, LLC) and Caribou Biosciences, Inc. (4) 10.5# Form of Indemnification Agreement (3) 10.6 Lease Agreement, by and between the Registrant and MIT 130 Brookline LLC, dated as of October 21, 2014 (5) 10.7 Lease Agreement, by and between the Registrant and BMR-Sidney Research Campus LLC, dated as of January 6, 2016 (5) 10.8# 2016 Employee Stock Purchase Plan (3) 10.9† Amendment No. 1 to License Agreement dated as of February 2, 2016 by and between the Registrant and Caribou Biosciences, Inc. (5) 10.10† Addendum to License Agreement dated as of February 2, 2016 by and between the Registrant and Caribou Biosciences, Inc. (5) 10.11† License and Collaboration Agreement dated as of April 11, 2016 by and between the Registrant and Regeneron Pharmaceuticals, Inc. (2) 10.12 Common Stock Purchase Agreement dated as of April 26, 2016 between the Registrant and Regeneron Pharmaceuticals, Inc. (3) 10.13# Form of Employment Agreement for Executive Officers (13) 10.14† Consent to Assignments, Licensing and Common Ownership and Invention Management Agreement dated December 15, 2016 by and between the Registrant, CRISPR Therapeutics AG, The Regents of the University of California, University of Vienna, ERS Genomics Ltd., TRACR Hematology Ltd., Caribou Biosciences, Inc., and Dr. Emmanuelle Charpentier (11) 10.15# Form of Amended and Restated Employment Agreement (6) 10.16† Letter Agreement, dated as of July 20, 2018, by and between the Company and Regeneron Pharmaceuticals, Inc. and the corresponding Form of Co-Development and Co-Promotion Agreement, by and between the Company and Regeneron Pharmaceuticals, Inc. (7) 10.17 First Amendment to Lease, dated as of April 5, 2019, by and between the Company and MIT 130 Brookline Leasehold LLC (8) 10.18# Seventh Amended and Restated Non-Employee Director Compensation Policy (13) 10.19 Lease, dated as of March 12, 2020, by and between the Company and 281-295 Albany Street Leasehold LLC (1) 10.20 Second Amendment to Lease, dated as of March 12, 2020, by and between the Company and MIT 130 Brookline Leasehold LLC (1) 10.21† Amendment No. 1, dated May 30, 2020, to the License and Collaboration Agreement, dated April 11, 2016, by and between the Company and Regeneron Pharmaceuticals, Inc. (9) 10.22# Third Amended and Restated Corporate Bonus Plan, effective June 25, 2025 (17) 10.23† 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) 10.24 Lease Agreement by and between the Registrant and Are-Winter Street Property, LLC, dated as of February 22, 2022 (11) 10.25#* Second Amended and Restated Retirement Policy for Equity Awards, effective December 27, 2025 10.26 Amendment to Lease Agreement by and between the Registrant and Are-Winter Street Property, LLC, dated as of June 20, 2023 (10) 10.27 Letter Agreement (Second Amendment) to License and Collaboration Agreement by and between Registrant and Regeneron Pharmaceuticals, Inc., dated November 22, 2022 (12) 10.28 Third Amendment to License and Collaboration Agreement by and between Registrant and Regeneron Pharmaceuticals, Inc., dated September 29, 2023 (12) 10.29#* Amendment No. 1 to the Intellia Therapeutics, Inc. 2024 Inducement Plan, effective as of December 4, 2025 10.30† Lease Agreement by and between the Registrant and ARE-Tech Square, LLC, dated as of February 18, 2025 (14) 10.31† Second Amendment to Lease Agreement by and between the Registrant and ARE-Winter Street Property, LLC, dated as of February 18, 2025 (14) 10.32 Amendment to Lease Agreement by and between the Registrant and ARE-Tech Square, LLC, dated as of July 2, 2025 (17) 19.1† Fourth Amended and Restated Insider Trading Policy (14) 21.1* Subsidiaries of the Registrant 23.1* Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm 31.1* Certification of Chief Executive Officer pursuant to Rules 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2* Certification of Chief Financial Officer pursuant to Rules 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1 Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of The Sarbanes-Oxley Act of 2002, by John M. Leonard, M.D., President and Chief Executive Officer of the Company, and Edward J. Dulac III, Executive Vice President, Chief Financial Officer of the Company (18) 97.1# Intellia Therapeutics, Inc. Compensation Recovery Policy (14) 101.INS* Inline XBRL Instance Document. 101.SCH* Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents. 104* Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101*) † Portions of this exhibit (indicated by asterisks) have been omitted pursuant to Item 601(b)(10) of Regulation S-K. * Filed herewith. # Indicates a management contract or any compensatory plan, contract or arrangement. (1) 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 May 7, 2020 (2) Incorporated by reference to the Registration Statement on Form S-1 (File No. 333-210689) filed with the Securities and Exchange Commission on May 5, 2016 (3) Incorporated by reference to the Registration Statement on Form S-1 (File No. 333-210689) filed with the Securities and Exchange Commission on April 27, 2016 (4) Incorporated by reference to the Registration Statement on Form S-1 (File No. 333-210689) filed with the Securities and Exchange Commission on April 19, 2016 (5) Incorporated by reference to the Registration Statement on Form S-1 (File No. 333-210689) filed with the Securities and Exchange Commission on April 11, 2016 (6) 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 17, 2018 (7) 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 October 31, 2018 (8) 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 May 2, 2019 (9) 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 1, 2020 (10) 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 3, 2023 (11) 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 24, 2022 (12) 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 November 9, 2023 (13) 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 8, 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. Such certifications will not be deemed to be incorporated by reference into any filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the Registrant specifically incorporates it by reference. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. INTELLIA THERAPEUTICS, INC. By: /s/ John M. Leonard John M. Leonard, M.D. President and Chief Executive Officer Dated: February 26, 2026 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant in the capacities and on the dates indicated. Name Title Date /s/ John M. Leonard President, Chief Executive Officer and Director February 26, 2026 John M. Leonard, M.D. (Principal Executive Officer) /s/ Edward J. Dulac III Executive Vice President, Chief Financial Officer February 26, 2026 Edward J. Dulac III (Principal Financial Officer) /s/ Michael P. Dube Vice President, Chief Accounting Officer February 26, 2026 Michael P. Dube (Principal Accounting Officer) /s/ Muna Bhanji Director February 26, 2026 Muna Bhanji /s/ Bill Chase Director February 26, 2026 Bill Chase /s/ Fred Cohen Director February 26, 2026 Fred Cohen, M.D. /s/ Brian Goff Director February 26, 2026 Brian Goff /s/ Jesse Goodman Director February 26, 2026 Jesse Goodman, M.D. /s/ Georgia Keresty Director February 26, 2026 Georgia Keresty /s/ Frank Verwiel Director February 26, 2026 Frank Verwiel, M.D.